##### Table of Contents





U.S. SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
 For the fiscal year ended December 31, 2008
  Commission File Number 1-12804
   
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

86-0748362(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)   7420 S. Kyrene
    Road, Suite 101
    Tempe, Arizona 85283 (Address
    of Principal Executive Offices) (480) 894-6311
 (Registrants Telephone
    Number)
 Securities Registered pursuant to Section 12(b) of the
    Act:
  Title of Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value 
    Preferred Share Purchase Rights

Nasdaq Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None.
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o    Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Form 10-K




---



##### 





MOBILE
    MINI, INC.
  2008
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PagePART IITEM 1


BUSINESS


1ITEM 1A


RISK FACTORS


13ITEM 1B


UNRESOLVED STAFF COMMENTS


19ITEM 2


PROPERTIES


19ITEM 3


LEGAL PROCEEDINGS


19ITEM 4


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


20PART IIITEM 5


MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


20ITEM 6


SELECTED FINANCIAL DATA


22ITEM 7


MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


24ITEM 7A


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


42ITEM 8


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


43ITEM 9


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


87ITEM 9A


CONTROLS AND PROCEDURES


87ITEM 9B


OTHER INFORMATION


89PART IIIITEM 10


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


89ITEM 11


EXECUTIVE COMPENSATION


91ITEM 12


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


91ITEM 13


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


91ITEM 14


PRINCIPAL ACCOUNTANT FEES AND SERVICES


91PART IVITEM 15


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


92EX-21Ex-23.1EX-31.1EX-31.2EX-32.1   i




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS.  Mobile
    Mini, Inc.
        
    provide predictable, recurring revenues from leases with an
    average duration of approximately 32 months;
    have average monthly lease rates that recoup our current
    investment on our remanufactured units within an average of
    35 months;
    have long useful lives exceeding 25 years, relatively low
    maintenance and high residual values; and
    produce incremental leasing operating margins of approximately
    56.0%.     1




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##### Table of Contents



Industry
    Overview
            Competitive
    Strengths
    Market Leadership.
  Superior, Differentiated Products.
 2




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##### Table of Contents



Sales and Marketing Emphasis.
  National Presence with Local Service.
  Geographic and Customer Diversification.
  Customer Service Focus. rental-by-rental,
 3




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##### Table of Contents



Customized Enterprise Resource Planning
    System.
  Business
    Strategy
    Focus on Core Portable Storage Leasing
    Business.
  Generate Strong Internal Growth.
  Opportunistic Branch Expansion. start-up
    Continue to Enhance Product Offering. on-site
 4




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##### Table of Contents



Products
    
    Remanufactured and Modified Steel Storage
    Units.  We purchase used ocean-going containers
    from leasing companies, shipping lines and brokers. These
    containers were originally built to ISO standards and are eight
    feet wide, 86 to 96 high and 20, 40 or
    45 feet long. After acquisition, we remanufacture and
    modify these ocean-going containers. Remanufacturing typically
    involves cleaning, removing rust and dents, repairing floors and
    sidewalls, painting, adding our signs and installing new doors
    and our proprietary locking system. Modification typically
    involves splitting some containers into 5-, 10-, 15-, 20- or
    25-foot lengths. We have also manufactured portable steel
    storage units for our lease fleet and for sale including our ten
    foot wide units.    
    Steel Security Office and Steel Security/Office/Storage
    Units.  We buy and historically have manufactured
    steel combination office/security and security office units that
    range from 10 to 40 feet in length. We offer these units in
    various configurations, including office and storage combination
    units that provide a 10- or 15-foot office with the remaining
    area available for storage. We believe our office units provide
    the advantage of ground accessibility for ease of access and
    high security in an all-steel design. Our European products
    include canteen units and drying rooms for the construction
    industry. For customers with space limitations, the
    office/canteen units can also be stacked two high with stairs
    for access to the top unit. These office units are equipped with
    electrical wiring, heating and air conditioning, phone jacks,
    carpet or tile, high security doors and windows with security
    bars or shutters. Some of these offices are also equipped with
    sinks, hot water heaters, cabinets and restrooms.
    Wood Mobile Office Units.  We added mobile
    office units to our product line in 2000. We purchase these
    units, which range from eight to 24 feet in width and 20 to
    60 feet in length, from manufacturers. These units have a
    wide range of exterior and interior options, including exterior
    stairs or ramps, awnings and skirting. These units are equipped
    with electrical wiring, heating and air conditioning, phone
    jacks, carpet or tile and windows with security bars. Many of
    these units contain restrooms.
    Steel Records Storage Units.  We market
    proprietary portable records storage units that enable customers
    to store documents at their location for easy access, or at one
    of our facilities. Our units are 10.5 feet wide and are
    available in
    12-and
    23-foot lengths. The units feature high-security doors and
    locks, electrical wiring, shelving, folding work tables and air
    filtration systems. We believe our product is a cost-effective
    alternative to mass warehouse storage, with a high level of fire
    and water damage protection.
    Van Trailers  Non-Core Storage
    Units.  Our acquisitions typically entail the
    purchase of small companies with lease fleets primarily
    comprised of standard ISO containers. However, many of these
    companies also have van trailers and other manufactured storage
    products which we believe do not have the same advantages 5




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##### Table of Contents



as standard containers. It is our goal to dispose of these units
    from our fleet either as their initial rental period ends or
    within a few years. We do not remanufacture these products. See
    Product Lives and Durability  Van Trailers and
    Other Non-Core Storage Products below. At
    December 31, 2008, van trailers comprised less than 1.3% of
    our fleet, based on a gross book value basis.  
    Timber Units  Non-Core Units.  In
    connection with the MSG transaction, we acquired assets that
    were not part of our principal lease fleet. These assets include
    timber units in the U.K. which are older wood constructed mobile
    offices. We plan to dispose of these non-core assets as
    opportunities permit.
    Portable Toilets  Non-Core
    Units.  Other units acquired in the MSG
    transaction include portable toilets which are typically leased
    in conjunction with office unit leases in the U.K.  Product
    Lives and Durability
  per-unit
        Sales


SalesRevenue as a


Revenue as aNumber of


Sales


Original


Percentage of


Percentage ofUnits Sold


Revenue


Cost(1)


Original Cost


Net Book Value(Dollars in thousands)Sales fleet(2)


37,170


$
118,216


$
77,815



152
%


152
%Lease fleet, by period held before sale:Less than 5 years


17,776


$
63,635


$
42,863



148
%


151
%5 to 10 years


4,379


$
19,101


$
12,995



147
%


162
%10 to 15 years


1,050


$
4,048


$
2,822



143
%


169
%15 to 20 years


153


$
528


$
365



145
%


180
%20+ years


6


$
20


$
17



119
%


172
%     (1)
    
    Original cost for purposes of this table includes
    (i) the price we paid for the unit, plus (ii) the cost
    of our manufacturing or remanufacturing, which includes both the
    cost of customizing units incurred, plus (iii) the 6




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##### Table of Contents



freight charges to our branch when the unit is first placed in
    service. For manufactured units, cost includes our manufacturing
    cost and the freight charges to the branch location where the
    unit is first placed into service.(2)
    
    Includes sales of unremanufactured ISO containers.        Age of Containers(By Number of Years in Our Lease Fleet)(1)


Total Number/0  5


6  10


11  15


16  20


Over 21


Average DollarType 1

Number of units


4,513



2,993



1,670



127



2



9,305Average rent

$
70.51


$
83.14


$
84.01


$
77.90


$
70.42


$
77.10Type 2

Number of units


1,098



956



511



83



1



2,649Average rent

$
86.15


$
84.36


$
84.23


$
82.32


$
70.42


$
85.01Type 3

Number of units


12,004



3,549



2,254



675



604



19,086Average rent

$
59.73


$
82.59


$
84.45


$
82.98


$
78.92


$
68.33Type 4

Number of units


262



451



347



49



1



1,110Average rent

$
112.18


$
110.24


$
108.03


$
101.65


$
108.33


$
109.63Type 5

Number of units


455



1,376



158



29



1



2,019Average rent

$
97.73


$
120.63


$
126.71


$
121.22


$
124.58


$
115.96Type 6

Number of units


3,545



4,673



1,166



145



14



9,543Average rent

$
123.77


$
128.07


$
130.73


$
128.72


$
138.98


$
126.82Type 7

Number of units


12,509



7,240



1,076



92



872



21,789Average rent

$
110.96


$
112.79


$
122.11


$
127.41


$
107.27


$
112.04Type 8

Number of units


338



404



252



27



5



1,026Average rent

$
166.59


$
160.68


$
167.24


$
150.66


$
198.68


$
164.16     (1)
    
    We have excluded units acquired in the Merger from the table
    above so as not to distort the data presented as these units
    have all been in our lease fleet less than one year.   7




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
    results of our lenders independent appraisal of our lease
    fleet;
    practices of the major competitors in our industry;
    our experience concerning useful life of the units;
    profit margins we are achieving on sales of depreciated
    units; and
    lease rates we obtain on older units.    Steel Storage, Steel Office and Combination
    Units.
  Wood Mobile Office Units.
    Van Trailers  Non-Core Storage
    Units.
  Timber Units  Non-Core Units.
  Portable Toilets  Non-Core
    Units.
  Lease
    Fleet Configuration
   8




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##### Table of Contents



Dollars


Units(Dollars in thousands)Lease fleet at December 31, 2007, net

$
802,923



160,116Purchases:Container purchases and containers obtained through
    acquisitions, including freight


201,589



96,381Non-core units obtained through acquisitions, primarily van
    trailers


57,683



21,658Manufactured units:Steel containers, combination storage/office combo units and
    steel security offices


29,376



1,844New wood mobile offices


9,340



312Remanufacturing and customization:(3)Remanufacturing or customization of units purchased or acquired
    in the current year


9,188



2,650
(1)Remanufacturing or customization of 4,651 units purchased
    in a prior year


16,693



1,184
(1)Remanufacturing or customization of 985 units obtained
    through acquisition in a prior year


409



141
(2)Other(4)


(12,794
)


(1,734
)Cost of sales from lease fleet


(18,464
)


(8,804
)Depreciation


(17,787
)Lease fleet at December 31, 2008, net

$
1,078,156



273,748     (1)
    
    These units include the net additional units that were the
    result of splitting steel containers into one or more shorter
    units, such as splitting a 40-foot container into two 20-foot
    units, or one 25-foot unit and one 15-foot unit.(2)
    
    Includes units moved from finished goods to lease fleet.(3)
    
    Does not include any routine maintenance, which is expensed as
    incurred.(4)
    
    Dollars primarily represent foreign currency translation
    adjustments.    Percentage ofLease Fleet


Number of Units


Units(In thousands)Steel storage containers

$
616,750



216,669



79
%Offices


523,242



43,593



16
%Van trailers


15,610



13,486



5
%Other, primarily chassis


2,1611,157,763Accumulated depreciation


(79,607
)$
1,078,156



273,748



100
%   Branch
    Operations
   9




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(on-site
        Sales and
    Marketing
  branch-by-branch
     10




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##### Table of Contents



Customers
        ApproximatePercentage of


RepresentativeBusiness

Units on Lease


Customers

Typical ApplicationConsumer service and retail businesses


30
%

Department, drug, grocery and strip mall stores, hotels,
    restaurants, dry cleaners and service stations

Inventory storage, record storage and seasonal needsConstruction


36
%

General, electrical, plumbing and mechanical contractors,
    landscapers, residential homebuilders and equipment rental
    companies

Equipment and materials storage and job officesConsumers


4
%

Homeowners

Backyard storage and storage of household goods during
    relocation or renovation; storage at our locationGovernment and Institutions


10
%

Schools, hospitals, medical centers, military, Native American
    tribal governments and reservations and national, state, county
    and local governmental agencies

Athletic equipment, military storage, disaster preparedness,
    supplier, record storage, security office, supplies, equipment
    storage, temporary office space and seasonal needsIndustrial and commercial


13
%

Distributors, trucking and utility companies, finance and
    insurance companies and film production companies

Raw materials, equipment, record storage, in-plant office and
    seasonal needsOther


7
%   Remanufacturing
   11




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##### Table of Contents



Vehicles
    Enterprise
    Resource Planning System
    Lease
    Terms
   12




---



##### Table of Contents



Competition
    Employees
    Management


165Administrative


440Sales and marketing


490Manufacturing


255Drivers and storage unit handling


805   Access to
    Information
  www.mobilemini.com. Form 10-K, Form 10-Q, Form 8-K Form 10-K,
  ITEM 1A.
    RISK
    FACTORS  Cautionary
    Statement about Forward Looking Statements
     13




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##### Table of Contents



A
    continued economic slowdown, particularly in the non-residential
    construction sector of the economy, could reduce demand from
    some of our customers, which could negatively impact our
    financial results.
    
    reduction in consumer and business spending, which would result
    in a reduction in demand for our products;
    a negative impact on the ability of our customers to timely pay
    their obligations to us or our vendors to timely supply
    services, thus reducing our cash flow; and
    an increase in counterparty risk.    Global
    capital and credit markets conditions could have an adverse
    effect on our ability to access the capital and credit markets,
    including our credit facility.
        We may
    fail to realize the anticipated benefits of the merger
    transaction with Mobile Storage Group, and the continuing
    integration process could adversely impact our ongoing
    operations.
   14




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##### Table of Contents



Unionization
    by some or all of our employees could cause increases in
    operating costs.
      We
    operate with a high amount of debt and we may incur significant
    additional indebtedness.
    
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, which could
    reduce the availability of our cash flow to fund future working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    make it more difficult for us to satisfy our obligations with
    respect to our Senior Notes;
    expose us to the risk of increased interest rates, as certain of
    our borrowings will be at variable rates of interest;
    require us to sell assets to reduce indebtedness or influence
    our decisions about whether to do so;
    increase our vulnerability to general adverse economic and
    industry conditions;
    limit our flexibility in planning for, or reacting to, changes
    in our business and our industry;
    restrict us from making strategic acquisitions or pursuing
    business opportunities; and
    limit, along with the financial and other restrictive covenants
    in our indebtedness, among other things, our ability to borrow
    additional funds. Failing to comply with those covenants could
    result in an event of default which, if not cured or waived,
    could have a material adverse effect on our business, financial
    condition and results of operations.  Covenants
    in our debt instruments restrict or prohibit our ability to
    engage in or enter into a variety of transactions.
   15




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##### Table of Contents



We may
    not be able to successfully acquire new operations or integrate
    future acquisitions, which could cause our business to
    suffer.
    
    the key personnel of the acquired company may decide not to work
    for us;
    we may experience business disruptions as a result of
    information technology systems conversions;
    we may experience additional financial and accounting challenges
    and complexities in areas such as tax planning, treasury
    management, and financial reporting;
    we may be held liable for environmental risks and liabilities as
    a result of our acquisitions, some of which we may not have
    discovered during our due diligence;
    our ongoing business may be disrupted or receive insufficient
    management attention; and
    we may not be able to realize the cost savings or other
    financial benefits we anticipated.       16




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Fluctuations
    between the British pound and U.S. dollar could adversely affect
    our results of operations.
    If we
    determine that our goodwill has become impaired, we may incur
    significant charges to our pre-tax income.
      We are
    subject to environmental regulations and could incur costs
    relating to environmental matters.
    
    the emission and discharge of hazardous materials into the
    ground, air, or water;
    the exposure to hazardous materials; and
    the generation, handling, storage, use, treatment,
    identification, transportation, and disposal of industrial
    by-products, waste water, storm water, oil/fuel and other
    hazardous materials.   17




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The
    supply and cost of used ocean-going containers fluctuates, and
    this can affect our pricing and our ability to
    grow.
    The
    supply and cost of raw materials we use in manufacturing
    fluctuates and could increase our operating costs.
    Some
    zoning laws in the U.S. and Canada and temporary planning
    permission regulations in Europe restrict the use of our
    portable storage and office units and therefore limit our
    ability to offer our products in all markets.
    We
    depend on a few key management persons.
   18




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##### Table of Contents



The
    market price of our common stock has been volatile and may
    continue to be volatile and the value of your investment may
    decline.
    
    changes in general conditions in the economy, geopolitical
    events or the financial markets;
    variations in our quarterly operating results;
    changes in financial estimates by securities analysts;
    other developments affecting us, our industry, customers or
    competitors;
    the operating and stock price performance of companies that
    investors deem comparable to us; and
    the number of shares available for resale in the public markets
    under applicable securities laws.  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES.        Stockton-on-Tees
  ITEM 3.
    LEGAL
    PROCEEDINGS.   19




---



##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II  ITEM 5.
    MARKET
    FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
    PURCHASES OF EQUITY SECURITIES.  Common
    Stock Prices
    2007


2008High


Low


High


LowQuarter ended March 31,

$
29.40


$
25.12


$
20.13


$
14.07Quarter ended June 30,

$
33.65


$
26.30


$
25.31


$
18.61Quarter ended September 30,

$
32.01


$
21.56


$
26.14


$
15.00Quarter ended December 31,

$
25.23


$
16.50


$
19.37


$
10.88       Sales of
    Unregistered Securities; Repurchases of Securities
          20




---



##### Table of Contents



Stock
    Performance Graph
  The following Performance Graph and related information shall
    not be deemed soliciting material or
    filed with the Securities and Exchange Commission,
    nor should such information be incorporated by reference into
    any future filings under the Securities Act of 1933 or the
    Securities Exchange Act of 1934, each as amended, except to the
    extent that Mobile Mini specifically incorporates it by
    reference in such filing.
    STOCK
    PERFORMANCE GRAPH
    Mobile Mini, Inc.
    At December 31, 2008
  Total Return* Performance
  
  Period Ended December 31,Index

2003


2004


2005


2006


2007


2008Mobile Mini, Inc.

$
100.00


$
167.55


$
240.37


$
273.23


$
188.03


$
146.25Standard & Poors SmallCap 600

$
100.00


$
122.65


$
132.07


$
152.04


$
151.59


$
104.48Nasdaq Stock Market Index (U.S.)

$
100.00


$
108.84


$
111.16


$
122.11


$
132.42


$
63.80    *
    
    Total Return based on $100 initial investment and reinvestment
    of dividends. 21




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.      Year Ended December 31,2004


2005


2006


2007


2008(In thousands, except per share and operating data)Consolidated Statements of Income Data:Revenues:Leasing

$
149,856


$
188,578


$
245,105


$
284,638


$
371,560Sales


17,919



17,499



26,824



31,644



41,267Other


566



1,093



1,434



2,020



2,577Total revenues


168,341



207,170



273,363



318,302



415,404Costs and expenses:Cost of sales


11,352



10,845



17,186



21,651



28,044Leasing, selling and general expenses


90,696



109,257



139,906



166,994



212,335Integration, merger and restructuring expense


















24,427Goodwill impairment


















13,667Depreciation and amortization


11,427



12,854



16,741



21,149



31,767Total costs and expenses


113,475



132,956



173,833



209,794



310,240Income from operations


54,866



74,214



99,530



108,508



105,164Other income (expense):Interest income






11



437



101



135Other income






3,160











Interest expense


(20,434
)


(23,177
)


(23,681
)


(24,906
)


(48,146
)Debt extinguishment expense










(6,425
)


(11,224
)


Foreign currency exchange gains (loss)










66



107



(112
)Income before provision for income taxes


34,432



54,208



69,927



72,586



57,041Provision for income taxes


13,773



20,220



27,151



28,410



28,000Net income


20,659



33,988



42,776



44,176



29,041Earnings allocable to preferred stock


















(2,739
)Net income available to common stockholders

$
20,659


$
33,988


$
42,776


$
44,176


$
26,302Earnings per share:Basic

$
0.71


$
1.14


$
1.25


$
1.24


$
0.77Diluted

$
0.70


$
1.10


$
1.21


$
1.22


$
0.75Weighted average number of common and common share equivalents
    outstanding:Basic


28,974



29,867



34,243



35,489



34,155Diluted


29,565



30,875



35,425



36,296



38,875Other Data:EBITDA(1)

$
66,293


$
90,239


$
116,774


$
129,865


$
136,954Net cash provided by operating activities


40,322



69,249



76,884



91,299



98,518Net cash used in investing activities


(80,508
)


(113,275
)


(192,763
)


(138,682
)


(97,913
)Net cash provided by (used in) financing activities


40,555



43,282



116,966



48,427



(6,689
)Operating Data:Number of branches (at year end)


48



51



62



66



94Lease fleet units (at year end)


100,727



116,317



149,615



160,116



273,748Lease fleet covenant utilization (annual average)


80.7
%


82.9
%


82.7
%


79.6
%


75.0
%Lease revenue growth from prior year


16.6
%


25.8
%


30.0
%


16.1
%


30.5
%Operating margin


32.6
%


35.8
%


36.4
%


34.1
%


25.3
%Net income margin


12.3
%


16.4
%


15.6
%


13.9
%


7.0
%  22




---



##### Table of Contents



At December 31,2004


2005


2006


2007


2008(In thousands)Consolidated Balance Sheet Data:Lease fleet, net

$
454,106


$
550,464


$
697,439


$
802,923


$
1,078,156Total assets


592,146



704,957



900,030



1,028,851



1,798,857Total debt


277,044



308,585



302,045



387,989



907,206Stockholders equity


216,369



267,975



442,004



457,890



495,228     Year Ended December 31,2004


2005


2006


2007


2008(In thousands)EBITDA(1)

$
66,293


$
90,239


$
116,774


$
129,865


$
136,954Senior Note redemption premiums










(4,987
)


(8,926
)


Interest paid


(19,254
)


(21,727
)


(24,770
)


(27,896
)


(33,032
)Income and franchise taxes paid


(372
)


(495
)


(733
)


(797
)


(667
)Provision for loss from natural disasters






1,710











Provision for restructuring charge


















5,626Goodwill impairment


















13,667Share-based compensation expense






19



3,066



4,028



5,656Gain on sale of lease fleet units


(2,277
)


(3,529
)


(4,922
)


(5,560
)


(9,849
)Loss on disposal of property, plant and equipment


604



704



454



203



567Change in certain assets and liabilities, net of effect of
    business acquired:Receivables


(3,309
)


(5,371
)


(6,580
)


(2,119
)


2,201Inventories


(2,178
)


(4,823
)


628



(610
)


7,655Deposits and prepaid expenses


(669
)


(480
)


(1,446
)


(1,754
)


177Other assets and intangibles


37



(19
)


(4
)


318



105Accounts payable and accrued liabilities


1,447



13,021



(596
)


4,547



(30,542
)Net cash provided by operating activities

$
40,322


$
69,249


$
76,884


$
91,299


$
98,518     Year Ended December 31,2004


2005


2006


2007


2008(In thousands except percentages)Net income

$
20,659


$
33,988


$
42,776


$
44,176


$
29,041Interest expense


20,434



23,177



23,681



24,906



48,146Income taxes


13,773



20,220



27,151



28,410



28,000Depreciation and amortization


11,427



12,854



16,741



21,149



31,767Debt restructuring/extinguishment expense










6,425



11,224



EBITDA(1)

$
66,293


$
90,239


$
116,774


$
129,865


$
136,954EBITDA margin(2)


39.4
%


43.6
%


42.7
%


40.8
%


33.0
%     (1)
    
    EBITDA, as further discussed below, is defined as net income
    before interest expense, income taxes, depreciation and
    amortization, and debt restructuring or extinguishment expense.
    We present EBITDA because we believe it provides useful
    information regarding our ability to meet our future debt
    payment requirements, capital expenditures and working capital
    requirements and that it provides an overall evaluation of our
    financial 23




---



##### Table of Contents



condition. In addition, EBITDA is a component of certain
    financial covenants under our $900.0 million revolving
    credit facility and will be used to determine our available
    borrowing ability and the interest rate in effect at any point
    in time after June 30, 2009.    
    Interest expense  because we borrow money to
    partially finance our capital expenditures, primarily related to
    the expansion of our lease fleet, interest expense is a
    necessary element of our cost to secure this financing to
    continue generating additional revenues.
    Income taxes  because we operate in jurisdictions
    subject to income taxation, income tax expense is a necessary
    element of our costs to operate.
    Depreciation and amortization  because we are a
    leasing company, our business is very capital intensive and we
    hold acquired assets for a period of time before they generate
    revenues, cash flow and earnings; therefore, depreciation and
    amortization expense is a necessary element of our business.
    Debt restructuring or extinguishment expense  as
    defined in our revolving credit facility, debt restructuring and
    extinguishment expenses are not deducted in our various
    calculations made under the credit agreement and are treated no
    differently than interest expense. As discussed above, interest
    expense is a necessary element of our cost to finance a portion
    of the capital expenditures needed for the growth of our
    business.    
    increasing or decreasing trends in EBITDA;
    how EBITDA compares to levels of debt and interest
    expense; and
    whether EBITDA historically has remained at positive levels .    (2)
    
    EBITDA margin is calculated as EBITDA divided by total revenues
    expressed as a percentage. The GAAP financial measure that is
    most directly comparable to EBITDA Margin is operating margin,
    which represents operating income divided by revenues. EBITDA
    margin is presented along with the operating margin so as not to
    imply that more emphasis be placed on it than the corresponding
    GAAP measure.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  The following discussion of our financial condition and
    results of operations should be read together with the
    consolidated financial statements and the accompanying notes
    included elsewhere in this Annual Report. This discussion
    contains forward-looking statements that involve risks and
    uncertainties. Our actual results may differ materially from
    those anticipated in those forward-looking statements as a
    result of certain factors, including, but not limited to, those
    described under Item 1A, Risk Factors.
   24




---



##### Table of Contents



Executive
    Summary
            General
       25




---



##### Table of Contents



26




---



##### Table of Contents



Accounting
    and Operating Overview
       27




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2004


2005


2006


2007


2008Revenues:Leasing


89.0
%


91.0
%


89.7
%


89.4
%


89.5
%Sales


10.7



8.5



9.8



9.9



9.9Other


0.3



0.5



0.5



0.7



0.6Total revenues


100.0



100.0



100.0



100.0



100.0Costs and expenses:Cost of sales


6.7



5.2



6.3



6.8



6.8Leasing, selling and general expenses


53.9



52.8



51.2



52.5



51.1Integration, merger and restructuring expense


















5.9Goodwill impairment


















3.3Depreciation and amortization


6.8



6.2



6.1



6.6



7.6Total costs and expenses


67.4



64.2



63.6



65.9



74.7Income from operations


32.6



35.8



36.4



34.1



25.3Other income (expense):Interest income










0.2







Other income






1.6











Interest expense


(12.1
)


(11.2
)


(8.7
)


(7.8
)


(11.6
)Debt extinguishment expense










(2.4
)


(3.5
)


Foreign currency exchange gains (loss)


















Income before provision for income taxes


20.5



26.2



25.5



22.8



13.7Provision for income taxes


8.2



9.8



9.9



8.9



6.7Net income


12.3
%


16.4
%


15.6
%


13.9
%


7.0
%   Twelve
    Months Ended December 31, 2008 Compared to Twelve Months
    Ended December 31, 2007
   28




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##### Table of Contents



29




---



##### Table of Contents



Twelve
    Months Ended December 31, 2007 Compared to Twelve Months
    Ended December 31, 2006
     30




---



##### Table of Contents



pick-up
         31




---



##### Table of Contents



Liquidity
    and Capital Resources
  Liquidity
    Summary
      Revolving Credit Facility.
   32




---



##### Table of Contents



 Financing Activities
  Operating Activities.
  Investing Activities.
  Financing Activities.
 33




---



##### Table of Contents



work-in-process
          EITF 98-14, Debtors Accounting for Changes in Line-of-Credit or
    Revolving-Debt Arrangements
    Preferred Stock.
     34




---



##### Table of Contents



payment-in-kind
  Hedging Activities.
  Contractual
    Obligations and Commitments
       35




---



##### Table of Contents



Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Revolving credit facility

$
554,532


$



$



$
554,532


$
Scheduled interest payment obligations under our revolving
    credit facility(1)


54,895



16,397



32,793



5,705



Senior Notes


350,000















350,000Scheduled interest payment obligations under our Senior Notes(2)


194,346



29,813



59,626



59,626



45,281Other long-term debt (insurance financing)


1,026



1,026











Scheduled interest payment obligations under our long-term
    debt(2)


21



21











Notes payable


354



184



170







Scheduled interest payment obligations under our notes payable(2)


5



4



1







Obligations under capital leases


5,497



1,436



2,772



1,133



156Scheduled interest payment obligations under our capital
    leases(3)


857



365



398



90



4Operating leases(4)


73,317



16,789



24,927



15,842



15,759Total contractual obligations

$
1,234,850


$
66,035


$
120,687


$
636,928


$
411,200     (1)
    
    Scheduled interest rate obligations under our revolving credit
    facility were calculated using our weighted average rate of 3.0%
    at December 31, 2008. Our revolving credit facility is
    subject to a variable rate of interest. The weighted average
    interest rate is inclusive of our fixed rates swap agreements.(2)
    
    Scheduled interest rate obligations under our Senior Notes and
    other long-term debt were calculated using stated rates.(3)
    
    Scheduled interest rate obligations under capital leases were
    calculated using imputed rates ranging from 5.6% to 8.5%.(4)
    
    Operating lease obligations include operating commitments and
    restructuring related commitments and are net of sub-lease
    income. For further discussion see Note 12 to our Consolidated
    Financial Statements.  Off-Balance
    Sheet Transactions
    Seasonality
   36




---



##### Table of Contents



Critical
    Accounting Policies, Estimates and Judgments
      Revenue Recognition.
  Share-Based Compensation.
  Allowance for Doubtful Accounts.
 37




---



##### Table of Contents



Years Ended December 31,2007


2008(In thousands except per share data)As reported:Net income

$
44,176


$
29,041Diluted earnings per share

$
1.22


$
0.75As adjusted for hypothetical change in reserve estimates:Net income

$
43,893


$
28,245Diluted earnings per share

$
1.21


$
0.73     Impairment of Goodwill.
  
    significant under-performance relative to historical, expected
    or projected future operating results;
    significant changes in the manner of our use of the acquired
    assets or the strategy for our overall business;
    our market capitalization relative to net book value; and
    significant negative industry or general economic trends.  Goodwill and Other
    Intangible Asset
   38




---



##### Table of Contents



Impairment of Long-Lived Assets.
  Depreciation Policy.
  25-year
  UsefulResidual


Life inValue


Years


2007


2008(In thousands except per share data)As Reported:


62.5
%


25Net income









$
44,176


$
29,041Diluted earnings per share









$
1.22


$
0.75As adjusted for change in estimates:


70.0
%


20Net income









$
44,176


$
29,041Diluted earnings per share









$
1.22


$
0.75As adjusted for change in estimates:


50.0
%


20Net income









$
41,380


$
25,038Diluted earnings per share









$
1.14


$
0.64As adjusted for change in estimates:


40.0
%


40Net income









$
44,176


$
29,041Diluted earnings per share









$
1.22


$
0.75As adjusted for change in estimates:


30.0
%


25Net income









$
40,541


$
23,837Diluted earnings per share









$
1.12


$
0.61As adjusted for change in estimates:


25.0
%


25Net income









$
39,982


$
23,037Diluted earnings per share









$
1.10


$
0.59   Insurance Reserves.
 39




---



##### Table of Contents



Contingencies.
  Deferred Taxes.
      Recent
    Accounting Pronouncements
  Fair Value Measurement
  The Fair Value Option for Financial
    Assets and Financial Liabilities
 40




---



##### Table of Contents



contract-by-contract Accounting for Derivative Instruments
    and Hedging Activities,
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51 Consolidated Financial Statements
  Disclosures about Derivative Instruments and Hedging
    Activities  An Amendment of FASB Statement
    No. 133
  FAS 142-3, Determining the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 FAS 142-3 FAS 142-3
  No. 08-7, Accounting for Defensive Intangible Assets No. 08-7). No. 08-7 No. 08-7 No. 08-7 No. 08-7
 41




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Interest Rate Swap Agreement.
      Total at


Total Fair ValueAt December 31,


December 31,


at December 31,2009


2010


2011


2012


2013


Thereafter


2008


2008(In thousands, except percentages)Debt:Fixed rate

$
2,695


$
1,669


$
1,298


$
847


$
286


$
350,156


$
356,951


$
250,795Average interest rate


























8.49
%Floating rate(1)

$



$



$



$



$
554,532


$



$
554,532


$
554,532Average interest rate


























2.96
%Operating leases:

$
16,789


$
13,986


$
10,941


$
8,671


$
7,171


$
15,759


$
17,317     (1)
    
    Included in our floating rate line of credit facility are
    $200.0 million of fixed-rate swap agreements with a
    weighted average interest rate of 4.0275% that mature in 2010
    and 2011.  Impact of Foreign Currency Rate Changes. non-U.S. operations
 42




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
  Reports of Independent Registered Public
    Accounting Firm


44Consolidated Balance Sheets 
    December 31, 2007 and 2008


45Consolidated Statements of Income  For
    the Years Ended December 31, 2006, 2007 and 2008


46Consolidated Statements of Preferred Stock and
    Stockholders Equity  For the Years Ended
    December 31, 2006, 2007 and 2008


47Consolidated Statements of Cash Flows 
    For the Years Ended December 31, 2006, 2007 and 2008


48Notes to Consolidated Financial Statements


49  43




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm            
    44




---



##### Table of Contents



MOBILE
    MINI, INC.
  CONSOLIDATED
    BALANCE SHEETS
 (In
    thousands except per share data)
  December 31,2007


2008ASSETSCash

$
3,703


$
3,184Receivables, net of allowance for doubtful accounts of $3,993
    and $7,193, respectively


37,221



61,424Inventories


29,431



26,577Lease fleet, net


802,923



1,078,156Property, plant and equipment, net


55,363



88,509Deposits and prepaid expenses


11,334



13,287Other assets and intangibles, net


9,086



35,063Goodwill


79,790



492,657Total assets

$
1,028,851


$
1,798,857LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable

$
20,560


$
21,433Accrued liabilities


38,941



86,214Line of credit


237,857



554,532Notes payable


743



1,380Obligations under capital leases


10



5,497Senior notes, net of discount of $621 and $4,203 at
    December 31, 2007 and December 31, 2008, respectively


149,379



345,797Deferred income taxes


123,471



134,786Total liabilities


570,961



1,149,639Commitments and contingenciesConvertible preferred stock: $.01 par value,
    20,000 shares authorized, 0 and 8,556 issued and
    outstanding at December 31, 2007 and December 31,
    2008, respectively, stated at its liquidity preference values






153,990Stockholders equity:Common stock; $.01 par value, 95,000 shares
    authorized, 36,748 issued and 34,573 outstanding at
    December 31, 2007 and 37,489 issued and 35,314 outstanding
    at December 31, 2008, respectively


367



375Additional paid-in capital


278,593



328,696Retained earnings


213,894



242,935Accumulated other comprehensive income (loss)


4,336



(37,478
)Treasury stock, at cost, 2,175 shares


(39,300
)


(39,300
)Total stockholders equity


457,890



495,228Total liabilities and stockholders equity

$
1,028,851


$
1,798,857    45




---



##### Table of Contents



MOBILE
    MINI, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Years Ended December 31,2006


2007


2008(In thousands except per share data)Revenues:Leasing

$
245,105


$
284,638


$
371,560Sales


26,824



31,644



41,267Other


1,434



2,020



2,577Total revenues


273,363



318,302



415,404Costs and expenses:Cost of sales


17,186



21,651



28,044Leasing, selling and general expenses


139,906



166,994



212,335Integration, merger and restructuring expense










24,427Goodwill impairment










13,667Depreciation and amortization


16,741



21,149



31,767Total costs and expenses


173,833



209,794



310,240Income from operations


99,530



108,508



105,164Other income (expense):Interest income


437



101



135Interest expense


(23,681
)


(24,906
)


(48,146
)Debt extinguishment expense


(6,425
)


(11,224
)


Foreign currency exchange gains (loss)


66



107



(112
)Income before provision for income taxes


69,927



72,586



57,041Provision for income taxes


27,151



28,410



28,000Net income


42,776



44,176



29,041Earnings allocable to preferred stock










(2,739
)Net income available to common stockholders

$
42,776


$
44,176


$
26,302Earnings per share:Basic

$
1.25


$
1.24


$
0.77Diluted

$
1.21


$
1.22


$
0.75Weighted average number of common and common share equivalents
    outstanding:Basic


34,243



35,489



34,155Diluted


35,425



36,296



38,875    46




---



##### Table of Contents



MOBILE
    MINI, INC.
  CONSOLIDATED
    STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS EQUITY
 For the
    years ended December 31, 2006, 2007 and 2008
  Preferred Stock


Stockholders EquitySeries A

















AccumulatedConvertible


Shares of





Additional


Deferred





OtherPreferred Stock


Common


Common


Paid-In


Stock-Based


Retained


Comprehensive


Treasury


StockholdersShares


Amount


Stock


Stock


Capital


Compensation


Earnings


Income (Loss)


Stock


Equity(In thousands)Balance, December 31, 2005





$




30,618


$
306


$
141,855


$
(2,258
)

$
126,942


$
1,130


$



$
267,975Net income


























42,776











42,776Fair value change in derivatives, (net of income tax benefit of
    $86)






























(123
)






(123
)Foreign currency translation, (net of income tax expense of $6)






























2,464







2,464Comprehensive income






































45,117Issuance of common stock










4,600



46



120,322



















120,368Exercise of stock options










499



5



5,113



















5,118Tax benefit shortfall on stock option exercises


















(5
)


















(5
)Reclassification due to the adoption of SFAS No. 123(R)


















(2,258
)


2,258















Restricted stock grants










181



2



(2
)


















Share-based compensation


















3,431



















3,431Balance, December 31, 2006










35,898



359



268,456







169,718



3,471







442,004Net income


























44,176











44,176Fair value change in derivatives, (net of income tax benefit of
    $816)






























(1,293
)






(1,293
)Foreign currency translation, (net of income tax expense of $724)






























2,158







2,158Comprehensive income






































45,041Exercise of stock options










519



5



5,602



















5,607Tax benefit shortfall on stock option exercises


















(46
)


















(46
)Purchase of treasury stock, at cost










(2,175
)






















(39,300
)


(39,300
)Restricted stock grants










331



3



(3
)


















Share-based compensation


















4,584



















4,584Balance, December 31, 2007










34,573



367



278,593







213,894



4,336



(39,300
)


457,890Net income


























29,041











29,041Fair value change in derivatives, (net of income tax benefit of
    $3,982)






























(6,299
)






(6,299
)Foreign currency translation, (net of income tax benefit of
    $1,351)






























(35,515
)






(35,515
)Comprehensive loss






































(12,773
)Exercise of stock options










134



2



1,470



















1,472Tax benefit shortfall on stock option exercises


















(407
)


















(407
)Issuance of Series A Convertible Preferred Stock related to MSG
    Merger (net of registration and issuance costs of $85)


8,556



153,990











42,525



















42,525Restricted stock grants










607



6



(6
)


















Share-based compensation


















6,521



















6,521Balance, December 31, 2008


8,556


$
153,990



35,314


$
375


$
328,696


$



$
242,935


$
(37,478
)

$
(39,300
)

$
495,228    47




---



##### Table of Contents



MOBILE
    MINI, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended December 31,2006


2007


2008(In thousands)Cash Flows From Operating Activities:Net income

$
42,776


$
44,176


$
29,041Adjustments to reconcile net income to net cash provided by
    operating activities:Debt extinguishment expense


1,438



2,298



Provision for doubtful accounts


4,538



1,869



5,261Provision for restructuring charge










5,626Goodwill impairment










13,667Amortization of deferred financing costs


840



985



2,873Share-based compensation expense


3,066



4,028



5,656Depreciation and amortization


16,741



21,149



31,767Gain on sale of lease fleet units


(4,922
)


(5,560
)


(9,849
)Loss on disposal of property, plant and equipment


454



203



567Deferred income taxes


26,407



27,356



27,923Foreign currency (gain) loss


(66
)


(107
)


112Changes in certain assets and liabilities, net of effect of
    businesses acquired:Receivables


(11,118
)


(3,988
)


(3,060
)Inventories


628



(610
)


7,655Deposits and prepaid expenses


(1,446
)


(1,754
)


177Other assets and intangibles


(4
)


318



105Accounts payable


(2,088
)


2,691



(15,731
)Accrued liabilities


(360
)


(1,755
)


(3,272
)Net cash provided by operating activities


76,884



91,299



98,518Cash Flows From Investing Activities:Cash paid for businesses acquired


(59,475
)


(9,734
)


(33,250
)Additions to lease fleet, excluding acquisitions


(135,883
)


(126,733
)


(76,622
)Proceeds from sale of lease fleet units


13,327



16,181



28,338Additions to property, plant and equipment


(10,882
)


(18,522
)


(16,874
)Proceeds from sale of property, plant and equipment


150



126



495Net cash used in investing activities


(192,763
)


(138,682
)


(97,913
)Cash Flows From Financing Activities:Net borrowings under lines of credit


45,539



34,128



120,341Redemption of 9.5% Senior Notes


(52,500
)


(97,500
)


Proceeds from issuance of 6.875% Senior Notes






149,322



Deferred financing costs


(1,664
)


(3,768
)


(15,166
)Proceeds from issuance of notes payable


1,230



1,216



1,249Principal payments on notes payable


(1,108
)


(1,254
)


(113,881
)Principal payments on capital lease obligations


(17
)


(24
)


(704
)Issuance of common stock, net


125,486



5,607



1,472Purchase of treasury stock, at cost






(39,300
)


Net cash provided by (used in) financing activities


116,966



48,427



(6,689
)Effect of exchange rate changes on cash


76



1,289



5,565Net increase (decrease) in cash


1,163



2,333



(519
)Cash at beginning of year


207



1,370



3,703Cash at end of year

$
1,370


$
3,703


$
3,184Supplemental Disclosure of Cash Flow Information:Cash paid during the year for interest

$
24,770


$
27,896


$
33,032Cash paid during the year for income and franchise taxes

$
733


$
797


$
667Interest rate swap changes in value charged to equity

$
123


$
1,293


$
6,299    48




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##### Table of Contents



MOBILE
    MINI, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    Mobile
    Mini, its Operations and Summary of Significant Accounting
    Policies:  Organization
    and Special Considerations
      Principles
    of Consolidation
    Revenue
    Recognition
  Revenue Recognition.
  Cost
    of Sales
    Advertising
    Costs
   49




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##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Receivables
    and Allowance for Doubtful Accounts
    Concentration
    of Credit Risk
  Disclosure of Information about
    Financial Instruments with Off-Balance-Sheet Risk and Financial
    Instruments with Concentrations of Credit Risk
  Inventories
  first-in, work-in-process Work-in-process
      2007


2008(In thousands)Raw materials and supplies

$
21,801


$
16,991Work-in-process


2,819



1,611Finished portable storage units


4,811



7,975$
29,431


$
26,577  50




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
        EstimatedUseful Life inYears


2007


2008(In thousands)Land





$
772


$
10,978Vehicles and machinery(1)


5 to 20



60,490



78,592Buildings and improvements(2)


30



11,514



13,868Office fixtures and equipment


5



11,579



20,94884,355



124,386Less accumulated depreciation






(28,992
)


(35,877
)Total property, plant and equipment





$
55,363


$
88,509     (1)
    
    Includes impaired assets of $1.2 million (net book value of
    related assets at December 31, 2008) related to the
    restructuring of the Companys manufacturing operations.
    This impairment is included in integration, merger and
    restructuring expense in the consolidated statements of income.(2)
    
    Improvements made to leased properties are depreciated over the
    lesser of the estimated remaining life or the remaining term of
    the respective lease.  Other
    Assets and Intangibles
   51




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##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2007


December 31, 2008Gross





Net


GrossCarrying


Accumulated


Carrying


Carrying


Accumulated


Net CarryingAmount


Amortization


Amount


Amount


Amortization


AmountDeferred financing costs

$
6,590


$
(1,809
)

$
4,781


$
21,756


$
(4,263
)

$
17,493Customer lists


5,102



(1,234
)


3,868



20,166



(3,454
)


16,712Tradenames/trademarks


221



(178
)


43



864



(343
)


521Non-compete agreements


255



(83
)


172



330



(120
)


210Patents and other


313



(91
)


222



211



(84
)


127Total

$
12,481


$
(3,395
)

$
9,086


$
43,327


$
(8,264
)

$
35,063     Income
    Taxes
  Accounting for Income Taxes.
  Earnings
    per Share
  No. 03-6, Participating Securities and the Two-Class Method under
    FASB Statement 128 No. 03-6 ) No. 03-6 No. 03-6
 52




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##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2007


2008(In thousands except earnings per share)Historical net income per share:Numerator:Net income

$
42,776


$
44,176


$
29,041Less: Earnings allocable to preferred stock










(2,739
)Net income available to common stockholders

$
42,776


$
44,176


$
26,302Basic EPS Denominator:Common stock outstanding beginning of period


30,521



35,640



34,041Effect of weighted shares:Weighted shares issued during the period ended December 31


3,722



302



114Weighted shared purchased during the period ended December 31






(453
)


Denominator for basic net income per share


34,243



35,489



34,155Diluted EPS Denominator:Common shares outstanding, beginning of year


30,521



35,640



34,041Effect of weighting shares:Weighted common shares issued during the period ended December 31


3,722



302



114Weighted common shares purchased during the period ended
    December 31






(453
)


Dilutive effect of employee stock options on nonvested
    share-awards assumed converted during the period ended December
    31


1,182



807



372Dilutive effect of convertible preferred stock assumed converted
    during the period ended December 31










4,348Denominator for diluted net income per share


35,425



36,296



38,875Basic net income per share

$
1.25


$
1.24


$
0.77Diluted net income per share

$
1.21


$
1.22


$
0.75    53




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##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Long-Lived
    Assets
    Goodwill
    Goodwill and Other Intangible Assets
   54




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill at January 1, 2007

$
76,456Acquisitions


4,946Adjustments(1)


(1,612
)Goodwill at December 31, 2007


79,790Acquisitions


452,607Impairment(2)


(13,667
)Adjustments(3)


(26,073
)Goodwill at December 31, 2008

$
492,657     (1)
    
    Includes $1.9 million tax related adjustments associated
    with the acquisition of Royal Wolf in 2006, partially offset by
    foreign currency translation adjustments.(2)
    
    Includes goodwill impairment of approximately $12.8 million
    related to the U.K. reporting unit and $900 thousand related to
    The Netherlands reporting unit.(3)
    
    Represents foreign currency translation adjustments related to
    the U.K. and The Netherlands reporting units.  Fair
    Value of Financial Instruments
      Deferred
    Financing Costs
    Derivatives
   55




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##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Share-Based
    Compensation
    with-and-without with-and-without
  Foreign
    Currency Translation and Transactions
  non-U.S. operations,
  Use of
    Estimates
   56




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impact
    of Recently Issued Accounting Standards
  Fair Value Measurement
  The Fair Value Option for Financial
    Assets and Financial Liabilities contract-by-contract Accounting for Derivative Instruments
    and Hedging Activities,
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 51 Consolidated Financial Statements
  Disclosures about Derivative Instruments and Hedging
    Activities  An Amendment of FASB Statement
    No. 133
  FAS 142-3, Determining the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 FAS 142-3
 57




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##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FAS 142-3
  No. 08-7, Accounting for Defensive Intangible Assets No. 08-7). No. 08-7 No. 08-7 No. 08-7 No. 08-7
  (2)
    Fair
    Value Measurements:            QuotedPrices inActive Markets for


Significant


SignificantFair Value


Identical


Other Observable


UnobservableDecember 31,


Assets


Inputs


Inputs


Valuation2008


(Level 1)


(Level 2)


(Level 3)


TechniqueInterest rate swap agreements

$
(11,532
)

$



$
(11,532
)

$




(1
)     (1)
    
    The Companys interest rate swap agreements are not traded
    on a market exchange; therefore, the fair values are determined
    using valuation models which include assumptions about the LIBOR
    yield curve at the reporting dates as well as counterparty
    credit risk and the Companys own non-performance risk. The
    Company has consistently applied these calculation techniques to
    all periods presented. At December 31, 2008, the fair value
    of interest rate swap agreements is recorded in accrued
    liabilities in the Companys consolidated balance sheet.  (3)
    Lease
    Fleet:   58




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2007


2008(In thousands)Steel storage containers

$
459,665


$
616,750Offices


402,640



523,242Van trailers


2,330



15,610Other, primarily chassis


956



2,161865,591



1,157,763Accumulated depreciation


(62,668
)


(79,607
)$
802,923


$
1,078,156   (4)
    Line of
    Credit:      work-in-process
       59




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            EITF 98-14, Debtors Accounting for Changes in Line-of-Credit or
    Revolving-Debt Arrangements
  (5)
    Notes
    Payable:    2007


2008(In thousands)Notes payable to financial institution, interest at 5.94%,
    payable in fixed monthly installments, matured June and July
    2008, unsecured

$
743


$
Notes payable to financial institution, interest at 4.81%
    payable in fixed monthly installments, maturing August 2009,
    unsecured






1,026Other notes payable, maturing through 2011






354$
743


$
1,380   (6)
    Obligations
    Under Capital Leases:    agreed-upon
 60




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##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009

$
1,8012010


1,7382011


1,4322012


9122013


311Thereafter


160Total


6,354Amount representing interest


(857
)Present value of minimum lease payments

$
5,497   (7)
    Equity
    and Debt Issuances:  Mobile
    Mini Supplemental Indenture
    MSG
    Supplemental Indenture
     61




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Future
    Debt Obligations
    2009

$
2,6462010


1,6442011


1,2982012


8472013


554,818Thereafter


350,156$
911,409   Preferred
    Stock
    payment-in-kind
  Form S-3
   62




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (8)
    Income
    Taxes:    2006


2007


2008(In thousands)U.S.

$
69,260


$
75,355


$
70,534Other Nations


667



(2,769
)


(13,493
)$
69,927


$
72,586


$
57,041     2006


2007


2008(In thousands)Current:U.S. Federal

$
250


$



$
State


238



413



210Other Nations










488



413



210Deferred:U.S. Federal


22,961



24,845



26,549State


3,407



3,978



2,662Other Nations


295



(826
)


(1,421
)26,663



27,997



27,790$
27,151


$
28,410


$
28,000     2007


2008(In thousands)Deferred tax assets:Net operating loss carryforwards

$
24,761


$
88,178Deferred revenue and expenses


5,845



7,950Accrued compensation and other benefits


2,423



4,454Allowance for doubtful accounts


1,392



2,185Other


2,312



4,542Total deferred tax assets


36,733



107,309Valuation allowance


(1,126
)


(1,126
)Net deferred tax assets


35,607



106,183Deferred tax liabilities:Accelerated tax depreciation


(147,042
)


(239,794
)Accelerated tax amortization


(11,277
)


(1,067
)Other


(759
)


(108
)Total deferred tax liabilities


(159,078
)


(240,969
)Net deferred tax liabilities

$
(123,471
)

$
(134,786
)  63




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Income
    Taxes  Special Areas
    2006


2007


2008U.S. federal statutory rate


35.0
%


35.0
%


35.0
%State taxes, net of federal benefit


3.5



3.5



3.5Non deductible expenses-other


0.4



0.6



1.6Goodwill impairments










6.7Foreign loss rate differential










2.3Change in valuation allowance


(0.1
)






38.8
%


39.1
%


49.1
%     Accounting for Uncertainty in Income Taxes-an
    interpretation of FASB Statement No. 109. Accounting for Income Taxes.
     64




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##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (9)
    Transactions
    with Related Persons:      (10)
    Share-Based
    Compensation:     65




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        with-and-without
    2006


2007


2008Gross share-based compensation

$
3,431


$
4,584


$
6,521Capitalized share-based compensation


(365
)


(556
)


(865
)Share-based compensation expense

$
3,066


$
4,028


$
5,656     2006


2007


2008Weighted





Weighted





WeightedAverage





Average





AverageNumber of


Exercise


Number of


Exercise


Number of


ExerciseShares


Price


Shares


Price


Shares


PriceOptions outstanding, beginning of year


2,964


$
14.00



2,609


$
15.86



2,028


$
17.03Granted


215



29.99



9



30.47







Canceled/Expired


(71
)


(20.02
)


(71
)


(21.67
)


(144
)


(17.46
)Exercised


(499
)


(10.26
)


(519
)


(10.80
)


(134
)


(10.98
)Options outstanding, end of year


2,609


$
15.87



2,028


$
17.02



1,750


$
17.45Options exercisable, end of year


1,425


$
13.95



1,344


$
15.63



1,426


$
16.39Options and awards available for grant, end of year


1,234







958







399  66




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageGrant DateShares


Fair ValueNonvested at January 1, 2006


97


$
23.56Awarded


182



29.59Released


(19
)


23.56Forfeited


(1
)


27.70Nonvested at December 31, 2006


259


$
27.61Awarded


339



19.47Released


(58
)


27.26Forfeited


(8
)


27.67Nonvested at December 31, 2007


532


$
22.46Awarded


673



15.78Released


(149
)


22.16Forfeited


(66
)


21.49Nonvested at December 31, 2008


990


$
18.03       Options Outstanding


Options ExercisableWeightedAverage


Weighted





WeightedRange of




Remaining


Average





AverageExercise

Options


Contractual


Exercise


Options


ExercisePrices

Outstanding


Life


Price


Exercisable


Price$ 7.33 - 9.40


76



3.54


$
7.43



76


$
7.439.93


215



4.73



9.93



215



9.9310.44 - 10.51


34



1.68



10.49



34



10.4914.11


387



5.66



14.11



275



14.1116.46


533



2.95



16.46



533



16.4616.82 - 20.55


35



6.54



20.18



33



20.2924.65


286



6.43



24.65



156



24.6527.56 - 30.44


139



7.49



28.79



75



29.0031.10


5



3.14



31.10



2



31.1033.98


40



4.66



33.98



27



33.981,750











1,426  67




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageWeighted


RemainingAverage


Contractual


AggregateNumber


Exercise


Term


Intrinsicof Shares


Price


(In Years)


Value(In thousands)








(In thousands)Outstanding


1,750


$
17.45



4.81


$
1,754Vested and expected to vest


1,590


$
16.87



4.64


$
1,742Exercisable


1,426


$
16.39



4.44


$
1,719       December 31,2006


2007


2008Risk-free interest rate


4.79
%


4.59
%


n/aExpected holding period (years)


3.2



3.0



n/aExpected stock volatility


35.3
%


33.2
%


n/aExpected dividend rate


0.0
%


0.0
%


n/a       (11)
    Benefit
    Plans:  Stock
    Option and Equity Incentive Plans
     68




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               69




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  401(k)
    and Retirement Plans
            (12)
    Commitments
    and Contingencies:  Leases
      70




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restructuring


RestructuringLease


Related Lease


Sub-leaseCommitments


Commitments


Income


Total(In thousands)2009

$
14,072


$
3,441


$
(724
)

$
16,7892010


11,680



2,945



(639
)


13,9862011


9,194



2,254



(507
)


10,9412012


7,299



1,897



(525
)


8,6712013


6,316



1,397



(542
)


7,171Thereafter


13,616



2,656



(513
)


15,759Total

$
62,177


$
14,590


$
(3,450
)

$
73,317       Insurance
         71




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  General
    Litigation
  pick-up
  (13)
    Stockholders
    Equity:        (14)
    Mergers
    and Acquisitions:  start-up
     72




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Business Combinations
    2007


2008OtherMSG


Acquisitions


Total(In thousands)Cash

$
9,687


$
17,927


$
15,323


$
33,250Assumption of debt


47



540,887







540,887Issuance of convertible preferred stock, as initially valued






196,600







196,600$
9,734


$
755,414


$
15,323


$
770,737    73




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2008OtherMSG


Acquisitions


Total(In thousands)Receivables

$



$
31,942


$
65


$
32,007Inventories


804



9,164



886



10,050Lease fleet, net


2,996



268,259



5,396



273,655Property, plant and equipment, net


354



34,045



538



34,583Deposits, prepaid expenses and other assets






2,581







2,581Intangible assets:Customer lists


820



17,587



1,094



18,681Trade names






943







943Non-compete agreements


125







100



100Goodwill


4,946



445,150



7,457



452,607Liabilities and other


(348
)


(62,145
)


(250
)


(62,395
)Deferred taxes


37



7,888



37



7,925$
9,734


$
755,414


$
15,323


$
770,737          74




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15)
    Integration,
    Merger and Restructuring Costs:        LeaseSeverance and


Abandonment


AcquisitionBenefits


Costs


Integration


Total(In thousands)Accrued obligations as of December 31, 2007

$



$



$



$
Restructuring costs accrued in purchase price allocation


1,811



5,328







7,139Integration, merger and restructuring expense


7,705



5,788



5,307



18,800Cash paid


(7,507
)


(2,705
)


(4,164
)


(14,376
)Accrued obligations as of December 31, 2008

$
2,009


$
8,411


$
1,143


$
11,563     Severance and benefits

$
7,705Lease abandonment costs


5,788Acquisition integration


5,307Long-lived asset and inventory impairment charges


5,627Integration, merger and restructuring expense

$
24,427   (16)
    Supplemental
    Pro Forma Information (unaudited):    Years EndedDecember 312007


2008(In thousands)Total revenue

$
551,429


$
535,282Net income

$
35,353


$
31,776Diluted earnings per share

$
0.80


$
0.74    75




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (17)
    Other
    Comprehensive Income:    2007


2008(In thousands)Accumulated net unrealized holding loss on derivatives

$
(769
)

$
(7,068
)Foreign currency translation adjustment


5,105



(30,410
)Accumulated other comprehensive income (loss)

$
4,336


$
(37,478
)   (18)
    Segment
    Reporting:  Disclosures about Segments of an
    Enterprise and Related Information
          2006


2007


2008North America

$
259,548


$
292,964


$
356,303U.K.


10,096



19,109



53,126The Netherlands


3,719



6,229



5,975Total revenues

$
273,363


$
318,302


$
415,404  76




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2008North America

$
810,573


$
1,041,540U.K


43,984



120,914The Netherlands


3,729



4,211Total long-lived assets

$
858,286


$
1,166,665   (19)
    Selected
    Consolidated Quarterly Financial Data (unaudited):      First Quarter


Second Quarter


Third Quarter


Fourth Quarter(In thousands except earnings per share)2007Leasing revenues

$
66,053


$
70,362


$
73,982


$
74,241Total revenues


73,020



78,250



83,482



83,550Gross profit margin on sales


2,195



2,378



2,716



2,704Income from operations


26,832



27,642



27,233



26,801Net income


12,697



6,331
(1)


12,704



12,444Earnings per share:Basic

$
0.36


$
0.18


$
0.35


$
0.36Diluted

$
0.35


$
0.17
(1)

$
0.35


$
0.362008Leasing revenues

$
70,036


$
72,849


$
119,323


$
109,352Total revenues


78,541



81,085



132,752



123,026Gross profit margin on sales


2,465



2,467



3,957



4,334Income from operations(2)


23,769



14,575



39,951



26,869Net income(2)


10,658



4,861



13,276



246Earnings per share:Basic

$
0.31


$
0.14


$
0.31


$
0.01Diluted(2)

$
0.31


$
0.14


$
0.31


$
0.01     (1)
    
    Includes debt extinguishment expense of $11.2 million
    ($6.9 million after tax), or $0.19 per diluted share.(2)
    
    Includes integration, merger and restructuring expense of
    $24.4 million ($15.3 million after tax), or $0.39 per
    diluted share during the fiscal year 2008 and a non-cash
    goodwill impairment charge of $13.7 million, both pre-tax
    and after tax, or $0.35 per diluted share for fiscal year 2008. 77




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (20)
    Condensed
    Consolidating Financial Information           78




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
 As of
    December 31, 2008
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)ASSETSCash

$
2,208


$
976


$



$
3,184Receivables


45,827



15,597







61,424Inventories


23,644



2,982



(49
)


26,577Lease fleet, net


969,432



108,724







1,078,156Property, plant and equipment, net


72,108



16,401







88,509Deposits and prepaid expenses


12,130



1,157







13,287Other assets and intangibles, net


28,144



6,919







35,063Goodwill


435,450



57,207







492,657Intercompany


131,257



35,782



(167,039
)


Total assets

$
1,720,200


$
245,745


$
(167,088
)

$
1,798,857LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable

$
12,361


$
9,072


$



$
21,433Accrued liabilities


81,146



5,068







86,214Lines of credit


450,053



104,479







554,532Notes payable


1,306



74







1,380Obligations under capital leases


5,495



2







5,497Senior notes


345,797











345,797Deferred income taxes


124,858



10,363



(435
)


134,786Intercompany


23



29,626



(29,649
)


Total liabilities


1,021,039



158,684



(30,084
)


1,149,639Commitments and contingenciesConvertible preferred stock


153,990











153,990Stockholders equity:Common stock


375



18,433



(18,433
)


375Additional paid-in capital


328,696



119,165



(119,165
)


328,696Retained earnings


263,498



(21,157
)


594



242,935Accumulated other comprehensive income


(8,098
)


(29,380
)






(37,478
)Treasury stock, at cost


(39,300
)










(39,300
)Total stockholders equity


545,171



87,061



(137,004
)


495,228Total liabilities and stockholders equity

$
1,720,200


$
245,745


$
(167,088
)

$
1,798,857  79




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
 As of
    December 31, 2007
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)ASSETSCash

$
2,033


$
1,670


$



$
3,703Receivables


31,046



6,175







37,221Inventories


26,708



2,769



(46
)


29,431Lease fleet, net


764,134



38,789







802,923Property, plant and equipment, net


46,439



8,924







55,363Deposits and prepaid expenses


10,386



948







11,334Other assets and intangibles, net


6,256



2,830







9,086Goodwill


66,251



13,539







79,790Intercompany


36,574



36,146



(72,720
)


Total assets

$
989,827


$
111,790


$
(72,766
)

$
1,028,851LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable

$
14,049


$
6,511


$



$
20,560Accrued liabilities


37,330



1,611







38,941Lines of credit


205,100



32,757







237,857Notes payable


743











743Obligations under capital leases


6



4







10Senior notes, net of discount


149,379











149,379Deferred income taxes


125,439



(1,702
)


(266
)


123,471Intercompany


25



22,725



(22,750
)


Total liabilities


532,071



61,906



(23,016
)


570,961Commitments and contingenciesConvertible preferred stockStockholders equity:Common stock


367



18,433



(18,433
)


367Additional paid-in capital


278,591



31,538



(31,536
)


278,593Retained earnings


217,404



(3,729
)


219



213,894Accumulated other comprehensive income


694



3,642







4,336Treasury stock, at cost


(39,300
)










(39,300
)Total stockholders equity


457,756



49,884



(49,750
)


457,890Total liabilities and stockholders equity

$
989,827


$
111,790


$
(72,766
)

$
1,028,851  80




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
 Twelve
    Months Ended December 31, 2008
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Revenues:Leasing

$
322,473


$
49,087


$



$
371,560Sales


32,159



9,128



(20
)


41,267Other


1,671



906







2,577Total revenues


356,303



59,121



(20
)


415,404Costs and expenses:Cost of sales


20,765



7,295



(16
)


28,044Leasing, selling and general expenses


171,712



40,623







212,335Integration, merger and restructuring expenses


21,676



2,751







24,427Goodwill impairment






13,667







13,667Depreciation and amortization


26,402



5,365







31,767Total costs and expenses


240,555



69,701



(16
)


310,240Income (loss) from operations


115,748



(10,580
)


(4
)


105,164Other income (expense):Interest income


1,743



62



(1,670
)


135Interest expense


(41,977
)


(7,839
)


1,670



(48,146
)Foreign currency exchange






(112
)






(112
)Income (loss) before provision for (benefit from) income taxes


75,514



(18,469
)


(4
)


57,041Provision for (benefit from) income taxes


29,421



(1,250
)


(171
)


28,000Net income (loss)

$
46,093


$
(17,219
)

$
167


$
29,041  81




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
 Twelve
    Months Ended December 31, 2007
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Revenues:Leasing

$
267,718


$
16,920


$



$
284,638Sales


23,648



8,055



(59
)


31,644Other


1,598



422







2,020Total revenues


292,964



25,397



(59
)


318,302Costs and expenses:Cost of sales


15,242



6,460



(51
)


21,651Leasing, selling and general expenses


148,876



18,118







166,994Integration, merger and restructuring expense














Depreciation and amortization


19,034



2,115







21,149Total costs and expenses


183,152



26,693



(51
)


209,794Income (loss) from operations


109,812



(1,296
)


(8
)


108,508Other income (expense):Interest income


2,391



64



(2,354
)


101Interest expense


(23,066
)


(4,195
)


2,355



(24,906
)Debt extinguishment expense


(11,224
)










(11,224
)Foreign currency exchange






107







107Income (loss) before provision for (benefit from) income taxes


77,913



(5,320
)


(7
)


72,586Provision for (benefit from) income taxes


30,125



(1,463
)


(252
)


28,410Net income (loss)

$
47,788


$
(3,857
)

$
245


$
44,176  82




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
 Twelve
    Months Ended December 31, 2006
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Revenues:Leasing

$
237,018


$
8,087


$



$
245,105Sales


21,368



5,671



(215
)


26,824Other


1,162



272







1,434Total revenues


259,548



14,030



(215
)


273,363Costs and expenses:Cost of sales


12,846



4,517



(177
)


17,186Leasing, selling and general expenses


131,776



8,130







139,906Integration, merger and restructuring expense














Depreciation and amortization


15,829



912







16,741Total costs and expenses


160,451



13,559



(177
)


173,833Income (loss) from operations


99,097



471



(38
)


99,530Other income (expense):Interest income


460







(23
)


437Interest expense


(23,464
)


(240
)


23



(23,681
)Debt extinguishment expense


(6,425
)










(6,425
)Foreign currency exchange






66







66Income (loss) before provision for (benefit from) income taxes


69,668



297



(38
)


69,927Provision for (benefit from) income taxes


26,993



172



(14
)


27,151Net income (loss)

$
42,675


$
125


$
(24
)

$
42,776  83




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 Twelve
    Months Ended December 31, 2008
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Cash Flows From Operating Activities:Net income (loss)

$
46,093


$
(17,219
)

$
167


$
29,041Adjustments to reconcile income to net cash provided by (used
    in) operating activities:Provision for doubtful accounts


4,351



912



(2
)


5,261Provision for restructuring charge


5,626











5,626Goodwill impairment






13,667







13,667Amortization of deferred financing costs


2,873











2,873Share-based compensation expense


4,627



512



5



5,656Depreciation and amortization


26,402



5,365







31,767Gain on sale of lease fleet units


(8,977
)


(888
)


16



(9,849
)Loss on disposal of property, plant and equipment


566



1







567Deferred income taxes


29,273



(1,381
)


31



27,923Foreign currency gain (loss)






112







112Changes in certain assets and liabilities, net of effect of
    businesses acquired:Receivables


(2,031
)


(1,029
)






(3,060
)Inventories


7,655











7,655Deposits and prepaid expenses


(698
)


875







177Other assets and intangibles


105











105Accounts payable


(11,469
)


(4,262
)






(15,731
)Accrued liabilities


(1,432
)


(1,840
)






(3,272
)Intercompany


(2,502
)


4,013



(1,511
)


Net cash provided by (used in) operating activities


100,974



(1,162
)


(1,294
)


98,518Cash Flows From Investing Activities:Cash paid for businesses acquired


(36,448
)


3,198







(33,250
)Additions to lease fleet units, excluding acquisitions


(58,016
)


(18,606
)






(76,622
)Proceeds from sale of lease fleet units


24,652



3,758



(72
)


28,338Additions to property, plant and equipment


(11,614
)


(5,260
)






(16,874
)Proceeds from sale of property, plant and equipment


492



3







495Net cash used in investing activities


(80,934
)


(16,907
)


(72
)


(97,913
)Cash Flows From Financing Activities:Net borrowings under lines of credit


109,975



19,376



(9,010
)


120,341Deferred financing costs


(15,166
)










(15,166
)Proceeds from notes payable


1,249











1,249Principal payments on notes payable


(113,881
)










(113,881
)Principal payments on capital lease obligations


(702
)


(2
)






(704
)Issuance of common stock, net


1,472











1,472Purchase of treasury stock, at cost


209



(253
)


44



Net cash (used in) provided by financing activities


(16,844
)


19,121



(8,966
)


(6,689
)Effect of exchange rate changes on cash


(3,021
)


(1,746
)


1,032



5,565Net increase (decrease) in cash


175



(694
)






(519
)Cash at beginning of year


2,033



1,670







3,703Cash at end of year

$
2,208


$
976


$



$
3,184  84




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 Twelve
    Months Ended December 31, 2007
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Cash Flows From Operating Activities:Net income (loss)

$
47,788


$
(3,857
)

$
245


$
44,176Adjustments to reconcile income to net cash provided by
    operating activities:Debt extinguishment expense


2,298











2,298Provision for doubtful accounts


1,478



391







1,869Amortization of deferred financing costs


985











985Share-based compensation expense


3,616



405



7



4,028Depreciation and amortization


19,034



2,115







21,149Gain on sale of lease fleet units


(4,929
)


(631
)






(5,560
)Loss on disposal of property, plant and equipment


203











203Deferred income taxes


28,885



(1,459
)


(70
)


27,356Foreign currency gain






(107
)






(107
)Changes in certain assets and liabilities, net of effect of
    businesses acquired:Receivables


(1,255
)


(2,733
)






(3,988
)Inventories


(751
)


141







(610
)Deposits and prepaid expenses


(1,618
)


(136
)






(1,754
)Other assets and intangibles


318











318Accounts payable


1,192



1,499







2,691Accrued liabilities


(2,910
)


1,155







(1,755
)Intercompany


(2,252
)


2,037



215



Net cash provided by (used in) operating activities


92,082



(1,180
)


397



91,299Cash Flows From Investing Activities:Cash paid for businesses acquired


(9,734
)










(9,734
)Additions to lease fleet units, excluding acquisitions


(107,329
)


(19,404
)






(126,733
)Proceeds from sale of lease fleet units


13,593



2,586



2



16,181Additions to property, plant and equipment


(11,638
)


(6,884
)






(18,522
)Proceeds from sale of property, plant and equipment


126











126Net cash (used in) provided by investing activities


(114,982
)


(23,702
)


2



(138,682
)Cash Flows From Financing Activities:Net borrowings under lines of credit


8,429



25,619



80



34,128Redemption of 9.5% Senior Notes


(97,500
)










(97,500
)Proceeds from issuance of 6.875% Senior Notes


149,322











149,322Deferred financing costs


(3,768
)










(3,768
)Proceeds from issuance of notes payable


1,216











1,216Principal payments of notes payable


(1,254
)










(1,254
)Principal payments on capital lease obligations


(23
)


(1
)






(24
)Issuance of common stock, net


5,607











5,607Purchase of treasury stock, at cost


(39,300
)










(39,300
)Net cash provided by financing activities


22,729



25,618



80



48,427Effect of exchange rate changes on cash


1,549



219



(479
)


1,289Net increase in cash


1,378



955







2,333Cash at beginning of year


655



715







1,370Cash at end of year

$
2,033


$
1,670


$



$
3,703  85




---



##### Table of Contents



MOBILE
    MINI, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MOBILE
    MINI, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 Twelve
    Months Ended December 31, 2006
  Non-Guarantors


Guarantors


Eliminations


Consolidated(In thousands)Cash Flows From Operating Activities:Net income (loss)

$
42,675


$
125


$
(24
)

$
42,776Adjustments to reconcile income to net cash provided by
    operating activities:Debt extinguishment expense


1,438











1,438Provision for doubtful accounts


4,387



151







4,538Amortization of deferred financing costs


840











840Share-based compensation expense


2,858



215



(7
)


3,066Depreciation and amortization


15,829



912







16,741(Gain) loss on sale of lease fleet units


(4,552
)


(372
)


2



(4,922
)Loss on disposal of property, plant and equipment


454











454Deferred income taxes


26,252



376



(221
)


26,407Foreign currency gain






(66
)






(66
)Changes in certain assets and liabilities, net of effect of
    businesses acquired:Receivables


(10,047
)


(3,700
)


2,629



(11,118
)Inventories


1,934



(2,652
)


1,346



628Deposits and prepaid expenses


(948
)


(756
)


258



(1,446
)Other assets and intangibles


(16
)


(50,049
)


50,061



(4
)Accounts payable


(4,845
)


4,808



(2,051
)


(2,088
)Accrued liabilities


143



421



(924
)


(360
)Intercompany


(427
)


428



(1
)


Net cash provided by (used in) operating activities


75,975



(50,159
)


51,068



76,884Cash Flows From Investing Activities:Cash paid for businesses acquired


(59,475
)










(59,475
)Additions to lease fleet, excluding acquisitions


(130,112
)


(21,486
)


15,715



(135,883
)Proceeds from sale of lease fleet units


12,000



1,329



(2
)


13,327Additions to property, plant and equipment


(8,280
)


(3,307
)


705



(10,882
)Proceeds from sale of property, plant and equipment


150











150Net cash (used in) provided by investing activities


(185,717
)


(23,464
)


16,418



(192,763
)Cash Flows From Financing Activities:Net borrowings (repayments) under lines of credit


38,745



23,943



(17,149
)


45,539Redemption of 9.5% Senior Notes


(52,500
)










(52,500
)Deferred financing costs


(1,664
)










(1,664
)Proceeds from issuance of notes payable


1,230











1,230Principal payments on notes payable


(1,108
)










(1,108
)Principal payments on capital lease obligations


(17
)


5



(5
)


(17
)Issuance of common stock, net


125,486



49,810



(49,810
)


125,486Net cash provided by (used in) financing activities


110,172



73,758



(66,964
)


116,966Effect of exchange rate changes on cash


18



580



(522
)


76Net increase in cash


448



715







1,163Cash at beginning of year


207











207Cash at end of year

$
655


$
715


$



$
1,370  86




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Disclosure
    Controls
  Rule 13a-15(e) 15d-15(e)
  Report of
    Management on Internal Control Over Financial
    Reporting
    Internal Control  Integrated Framework
     87




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
   
                
    88




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  EXECUTIVE
    OFFICERS OF MOBILE MINI, INC.
           89




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##### Table of Contents



ten-acre
        Regulation S-K
   90




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##### Table of Contents



www.mobilemini.com Form 8-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Equity
    Compensation Plan Information
    Common Shares





Common Shares Remainingto be Issued Upon


Weighted Average


Available for FutureExercise of


Exercise Price of


Issuance Under EquityOutstanding


Outstanding


Compensation PlansOptions, Warrants


Options, Warrants


(Excluding Sharesand Rights


and Rights


Reflected in Column (a)Plan Category

(a)


(b)


(c)(In thousands)





(In thousands)Equity compensation plans approved by Mobile Mini stockholders(1)


1,750


$
17.45



399Equity compensation plans not approved by Mobile Mini
    stockholders


-0-



-0-



-0-Totals


1,750


$
17.45



399     (1)
    
    Of these shares, options to purchase 12,000 shares were
    outstanding under the 1994 Plan, options to purchase
    1.7 million shares were outstanding under the 1999 Plan and
    options to purchase 29,000 shares were outstanding under the
    2006 Plan.      ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   91




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##### Table of Contents



PART IV ITEM 15.  EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.      Form 10-K
        ExhibitNumber

Description3
.1.1

Amended and Restated Certificate of Incorporation of Mobile
    Mini, Inc. (Incorporated by reference to Exhibit 3.1 of the
    Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 1997).3
.1.2

Certificate of Amendment, dated July 20, 2000, to the
    Amended and Restated Certificate of Incorporation of the
    Registrant (Incorporated by reference to Exhibit 3.1a of
    the Registrants Report on
    Form 10-Q
    for the quarter ended June 30, 2000).3
.1.3

Certificate of Designation, Preferences and Rights of
    Series C Junior Participating Preferred Stock of Mobile
    Mini, Inc., dated December 17, 1999 (Incorporated by
    reference to the Registrants Report on
    Form 8-K
    dated December 13, 1999).3
.1.4

Certificate of Amendment of the Amended and Restated Certificate
    of Incorporation of Mobile Mini, Inc., dated June 26, 2008
    (Incorporated by reference to the Registrants Report on
    Form 8-K
    dated July 1, 2008).3
.1.5

Certificate of Designation of Mobile Mini, Inc. Series A
    Convertible Redeemable Participating Preferred Stock, dated
    June 27, 2008 (Incorporated by reference to the
    Registrants Report on
    Form 8-K
    dated July 1, 2008).3
.2

Amended and Restated By-laws of Mobile Mini, Inc., as amended
    and restated through May 2, 2007 (Incorporated by reference
    to the Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 2007).4
.1

Form of Common Stock Certificate. (Incorporated by reference to
    Exhibit 4.1 of the Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 2003).4
.2

Rights Agreement, dated as of December 9, 1999, between
    Mobile Mini, Inc. and Norwest Bank Minnesota, NA, as Rights
    Agent. (Incorporated by reference to the Registrants
    Report on
    Form 8-K
    dated December 13, 1999).4
.3.1

Indenture dated as of May 7, 2007 among the Registrant, Law
    Debenture Trust Company of New York, as Trustee, and
    Deutsche Bank Trust Company Americas, as Paying Agent and
    Registrar (incorporated by reference to Exhibit 4.1 to the
    Registrants Registration Statement on
    Form S-4
    filed with the Commission on June 26, 2007) (the
    Mobile Mini Indenture).4
.3.2

Supplemental Indenture, dated as of June 27, 2008, among
    Mobile Mini, Inc., Mobile Storage Group, Inc., A Better Mobile
    Storage Company, Mobile Storage Group (Texas), LP, the
    guarantors party to the Mobile Mini Indenture and Law Debenture
    Trust Company of New York, as trustee (Incorporated by
    reference to the Registrants Report on
    Form 8-K
    dated July 1, 2008).4
.4.1

Indenture, dated as of August 1, 2006, by and among Mobile
    Services Group, Inc., Mobile Storage Group, Inc., the subsidiary
    guarantors named therein and Wells Fargo Bank, N.A., as trustee
    (Incorporated by reference to Exhibit 4.1 to the Mobile
    Storage Group, Inc.s
    Form S-4
    filed on September 18, 2007) (the MSG
    Indenture).4
.4.2

Supplemental Indenture, dated as of June 27, 2008, among
    Mobile Mini, Inc., Mobile Mini of Ohio, LLC, Mobile Mini, LLC,
    Mobile, LLC, Mobile Mini I, Inc., A Royal Wolf Portable
    Storage, Inc., Temporary Mobile Storage, Inc., Delivery Design
    Systems, Inc., Mobile Mini Texas Limited Partnership, LLP,
    Mobile Storage Group, Inc., the guarantors party to the MSG
    Indenture and Wells Fargo Bank, N.A., as trustee (Incorporated
    by reference to the Registrants Report on
    Form 8-K
    dated July 1, 2008). 92




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##### Table of Contents



ExhibitNumber

Description10
.1

Mobile Mini, Inc. Amended and Restated 1994 Stock Option Plan.
    (Incorporated by reference to Exhibit 10.3 of the
    Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 1997).10
.2

Mobile Mini, Inc. Amended and Restated 1999 Stock Option Plan
    (as amended through March 25, 2003). (Incorporated by
    reference to Appendix B of the Registrants Definitive
    Proxy Statement for its 2003 annual meeting of shareholders,
    filed with the Commission on April 11, 2003 under cover of
    Schedule 14A).10
.2.1

Form of Stock Option Grant Agreement (Incorporated by reference
    to Exhibit 10.2.1 of the Registrants Report on
    Form 10-K
    for the fiscal year ended December 31, 2004).10
.3

Mobile Mini, Inc. 2006 Equity Incentive Plan (Incorporated by
    reference to Appendix A of the Registrants Definitive
    Proxy Statement for its 2006 annual meeting of shareholders
    filed with the Commission on May 9, 2006 under cover of
    Schedule 14A).10
.4.1

ABL Credit Agreement, dated June 27, 2008, between Mobile
    Mini, Deutsche Bank AG New York Branch and other lenders party
    thereto (Incorporated by reference to the Registrants
    Report on
    Form 8-K
    dated July 1, 2008).10
.4.2

First Amendment to ABL Credit Agreement, dated August 31,
    2008, between Mobile Mini, certain of its subsidiaries, Deutsche
    Bank AG New York Branch and the other lenders party thereto
    (Incorporated by reference to the Registrants Report on
    Form 8-K
    dated September 4, 2008).10
.15

Amended and Restated Employment Agreement dated as of
    May 28, 2008 by and between Mobile Mini, Inc. and Steven G.
    Bunger. (Incorporated by reference to the Registrants
    Report on
    Form 8-K
    dated June 2, 2008).10
.16

Amended and Restated Employment Agreement dated
    September 30, 2008 between Mobile Mini, Inc. and Lawrence
    Trachtenberg. (Incorporated by reference to the
    Registrants Report on
    Form 8-K
    dated September 30, 2008).10
.17

Employment Agreement dated October 15, 2008 between Mobile
    Mini, Inc. and Mark Funk. (Incorporated by reference to the
    Registrants Report on
    Form 8-K
    dated October 17, 2008).10
.18

Employment Agreement dated as of December 18, 2008 by and
    between Mobile Mini, Inc. and Jody Miller. (Incorporated by
    reference to the Registrants Report on
    Form 8-K
    dated December 23, 2008).10
.19

Amended and Restated Employment Agreement dated as of
    December 18, 2008 by and between Mobile Mini, Inc. and
    Russell Lemley (Incorporated by reference to the
    Registrants Report on
    Form 8-K
    dated December 23, 200810
.20

Form of Indemnification Agreement between the Registrant and its
    Directors and Executive Officers. (Incorporated by reference to
    Exhibit 10.20 of the Registrants Report on
    Form 10-Q
    for the quarter ended June 30, 2004).10
.21

Agreement and Plan of Merger, dated as of February 22,
    2008, among Mobile Mini, Inc., Cactus Merger Sub, Inc., MSG WC
    Holdings Corp., and Welsh, Carson, Anderson & Stowe X,
    L.P. (Incorporated by reference to Exhibit 2.1 to the
    Registrants Report on
    Form 8-K
    filed with the Commission on February 28, 2008).10
.22

Escrow Agreement dated as of June 27, 2008, between Mobile
    Mini, Welsh, Carson, Anderson & Stowe X, L.P. and
    Wells Fargo Bank, N.A. (Incorporated by reference to the
    Registrants Report on
    Form 8-K
    dated July 1, 2008).10
.23

Stockholders Agreement dated as of June 27, 2008, between
    Mobile Mini and the certain stockholders. (Incorporated by
    reference to the Registrants Report on
    Form 8-K
    dated July 1, 2008).21


Subsidiaries of Mobile Mini, Inc. (Filed herewith)23
.1

Consent of Independent Registered Public Accounting Firm. (Filed
    herewith).31
.1

Certification of Chief Executive Officer pursuant to
    Item 601(b)(31) of
    Regulation S-K.
    (Filed herewith).31
.2

Certification of Chief Financial Officer pursuant to
    Item 601(b)(31) of
    Regulation S-K.
    (Filed herewith).32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Item 601(b)(32) of
    Regulation S-K.
    (Filed herewith).  93




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##### Table of Contents



SIGNATURES
    MOBILE MINI, INC.Date: February 27, 2009

By:

/s/ Steven G. BungerSteven G. Bunger, President     Date: February 27, 2009

By:

/s/ Steven G. BungerSteven G. Bunger
    President, Chief Executive Officer and Director (Principal
    Executive Officer)Date: February 27, 2009

By:

/s/ Mark E. FunkMark E. Funk
    Executive Vice President, Chief Financial Officer and Director
    (Principal Financial Officer)Date: February 27, 2009

By:

/s/ Deborah K. KeeleyDeborah K. Keeley
    Senior Vice President and Chief Accounting Officer (Principal
    Accounting Officer)Date: February 27, 2009

By:

/s/ Michael E. DonovanMichael E. Donovan, DirectorDate: February 27, 2009

By:

/s/ Jeffrey S. GobleJeffrey S. Goble, DirectorDate: February 27, 2009

By:

/s/ Stephen A McConnellStephen A McConnell, DirectorDate: February 27, 2009

By:

/s/ Frederick G. McNameeFrederick G. McNamee, DirectorDate: February 27, 2009

By:

/s/ Sanjay SwaniSanjay Swani, DirectorDate: February 27, 2009

By:

/s/ Lawrence TrachtenbergLawrence Trachtenberg, DirectorDate: February 27, 2009

By:

/s/ Michael L. WattsMichael L. Watts, Director  94




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##### Table of Contents



SCHEDULE II
  MOBILE MINI, INC.
 VALUATION AND QUALIFYING ACCOUNTS
  For the Years Ended December 31,2006


2007


2008(In thousands)Allowance for doubtful accounts:Balance at beginning of year

$
3,234


$
5,008


$
3,993Provision charged to expense


4,538



1,869



5,261Acquired through business acquisitions


462







2,873Write-offs


(3,226
)


(2,884
)


(4,934
)Balance at end of year

$
5,008


$
3,993


$
7,193  95




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##### Table of Contents



INDEX TO
    EXHIBITS FILED HEREWITH
  ExhibitNumber

Description21


Subsidiaries of Mobile Mini, Inc.23
.1

Consent of Independent Registered Public Accounting Firm.31
.1

Certification of Chief Executive Officer pursuant to
    Item 601(b)(31) of
    Regulation S-K.31
.2

Certification of Chief Financial Officer pursuant to
    Item 601(b)(31) of
    Regulation S-K.32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Item 601(b)(32) of
    Regulation S-K.  96