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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, 2007
 
Commission File Number 1-12804
 
 
(Exact Name of Registrant as Specified in its Charter)
 
     
Delaware
  86-0748362
    (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 Registered
 
Common Stock, $.01 par value
Preferred Share Purchase Rights
  Nasdaq Global Select Market
 
Securities registered pursuant to Section 12(g) of the Act:
None.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ
 
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
             
Large accelerated filer þ
  Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ
 
The aggregate market value on June 30, 2007 of the voting stock owned by non-affiliates of the registrant was approximately $1,029,240,000.
 
As of February 22, 2008, there were outstanding 34,621,181 shares of the issuer’s common stock, par value $.01.
 
DOCUMENTS INCORPORATED BY REFERENCE:
 
Portions of the Proxy Statement for the Registrant’s 2008 Annual Meeting of Stockholders are incorporated herein by reference in Item 5 of Part II and in Part III of this Form 10-K to the extent stated herein. Certain exhibits are incorporated in Item 15 of this Report by reference to other reports and registration statements of the Registrant which have been filed with the Securities and Exchange Commission. The Exhibit Index is at page 82.
 


 

 
MOBILE MINI, INC.
 
2007 FORM 10-K ANNUAL REPORT
 
TABLE OF CONTENTS
 
             
        Page
 
  BUSINESS     1  
  RISK FACTORS     17  
  UNRESOLVED STAFF COMMENTS     22  
  PROPERTIES     22  
  LEGAL PROCEEDINGS     22  
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     22  
  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES     23  
  SELECTED FINANCIAL DATA     26  
  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     30  
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     46  
  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA     48  
  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE     81  
  CONTROLS AND PROCEDURES     81  
  OTHER INFORMATION     81  
  DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE     81  
  EXECUTIVE COMPENSATION     82  
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS     82  
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE     82  
  PRINCIPAL ACCOUNTANT FEES AND SERVICES     82  
  EXHIBITS AND FINANCIAL STATEMENT SCHEDULE     82  
 EX-3.2
 EX-21
 EX-23.1
 EX-31.1
 EX-31.2
 EX-32.1


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PART I
 
ITEM 1.   BUSINESS.
 
Merger with Mobile Storage Group
 
On February 22, 2008, we entered into a definitive merger agreement with Mobile Storage Group, Inc. of Glendale, California. Mobile Storage Group will merge into Mobile Mini in a transaction valued at approximately $701.5 million. Pursuant to the merger, we will assume approximately $535.0 million of Mobile Storage Group’s outstanding indebtedness and will acquire all outstanding shares of Mobile Storage Group for $12.5 million in cash and shares of newly issued Mobile Mini convertible preferred stock with a liquidation preference of $154.0 million, which will be initially convertible into approximately 8.55 million shares of our common stock, and is redeemable at the holders’ option following the tenth year after the issue date.
 
The merger is expected to generate cost synergies of at least $25.0 million on an annualized basis, which we expect to be fully realized by the end of fiscal 2009. The cost synergies are a result of the significant overlap in corporate functions and branch infrastructure. We believe that the combination with Mobile Storage Group will add 21 new locations in the U.S. and 14 locations in the U.K.
 
Closing of the transaction is subject to approval by our stockholders, obtaining required governmental approvals, receipt of a new $1.0 billion asset-based revolving credit facility and customary closing conditions. No closing date has been set at this time. Depending on the timing of various disclosure requirements, the stockholder meeting and regulatory approvals, the transaction is expected to close as early as June 2008. Our discussion of our business, financial conditions and results of operations in this Report does not include the anticipated effects of the combination with Mobile Storage Group.
 
Mobile Mini, Inc.
 
We were founded in 1983 and we believe we are one of the largest providers of portable storage solutions in the United States through our total lease fleet of 160,100 portable storage and portable office units at December 31, 2007. We offer a wide range of portable storage products in varying lengths and widths with an assortment of differentiated features such as our proprietary security systems, multiple doors, electrical wiring and shelving. At December 31, 2007, we operated through a network of 56 branches located in the United States, three in Canada, six in the United Kingdom, and one in The Netherlands. Our portable units provide secure, accessible temporary storage for a diversified client base of approximately 93,000 customers, including large and small retailers, construction companies, medical centers, schools, utilities, distributors, the U.S. and U.K. military, hotels, restaurants, entertainment complexes and households. Our customers use our products for a wide variety of storage applications, including retail and manufacturing inventory, construction materials and equipment, documents and records and household goods. Based on an independent market study, we believe our customers are engaged in a vast majority of the industries identified in the four-digit SIC (Standard Industrial Classification) manual published by the U.S. Bureau of the Census. During the twelve months ended December 31, 2007, we generated revenues of approximately $318.3 million.
 
Since 1996, we have followed a strategy of focusing on leasing rather than selling our portable storage units. We believe this leasing model is highly attractive because the vast majority of our fleet (determined by unit count) consists of steel portable storage units which:
 
  •  provide predictable, recurring revenues from leases with an average duration of approximately 27 months;
 
  •  have average monthly lease rates that recoup our current unit investment within an average of 34 months;
 
  •  have long useful lives exceeding 25 years, low maintenance and high residual values; and
 
  •  produce incremental leasing operating margins of approximately 54%.
 
Since 1996, we have increased our total lease fleet from 13,600 units to 160,100 units as of December 31, 2007, for a compound annual growth rate, or CAGR, of 25.1%. As a result of our focus on leasing, we have achieved substantial increases in our revenues, margins and profitability. Our annual leasing revenues have increased from


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$17.9 million in 1996 to $284.6 million in 2007, representing a CAGR of 28.6%. In addition to our leasing operations, we sell new and used portable storage units and provide delivery, installation and other ancillary products and services.
 
Our fleet is primarily comprised of refurbished and customized steel portable storage containers, which were built according to the standards developed by the International Organization for Standardization (“ISO”), other steel containers that we manufacture and mobile offices. We refurbish and customize our purchased ISO containers by adding our proprietary locking and easy-opening door systems. These assets are characterized by low risk of obsolescence, extreme durability, long useful lives and a history of high-value retention. In 2000, we began adding wood mobile office units to the lease fleet to complement our core steel portable storage products. We maintain our steel containers and mobile offices on a regular basis. This maintenance of our steel products consists primarily of repainting units every two to three years, essentially keeping them in the same condition as when they entered our fleet. Repair and maintenance of our wood mobile offices primarily consists of replacing the interior flooring which could be either tile or carpeting. Repair and maintenance expense for our fleet has averaged 4.3% of lease revenues over the past three fiscal years and is expensed as incurred. We believe our historical experience with leasing rates and sales prices for these assets demonstrates their high-value retention. We are able to lease our portable storage containers at similar rates, without regard to the age of the container. In addition, we have sold containers and steel offices from our lease fleet at an average of 148% of original cost from 1997 through 2007. Appraisals on our fleet are conducted on a regular basis by an independent appraiser selected by our banks, and the appraiser does not differentiate in value based upon the age of the container or the length of time it has been in our fleet. Our most recent fair market value and orderly liquidation value appraisals were conducted in December 2007. This fair market value appraisal appraised our fleet at a value in excess of net book value. At December 31, 2007, based on these appraisals, the fair market value of our lease fleet was approximately 114.0% of our lease fleet net book value; and the orderly liquidation value appraisal, on which our borrowings under our revolving credit facility are based, appraised our lease fleet at approximately $656.3 million, which equates to 81.7% of the lease fleet net book value.
 
Industry Overview
 
The storage industry includes two principal segments, fixed self-storage and portable storage. The fixed self-storage segment consists of permanent structures located away from customer locations used primarily by consumers to temporarily store excess household goods. We do not participate in the fixed self-storage segment.
 
The portable storage segment, in which our business operates, differs from the fixed self-storage segment in that it brings the storage solution to the customer’s location and addresses the need for secure, temporary storage with immediate access to the storage unit. The advantages of portable storage include convenience, immediate accessibility, better security and lower price. In contrast to fixed self-storage, the portable storage segment is primarily used by businesses. This segment of the storage industry is highly fragmented and remains primarily local in nature. We believe the portable storage business in the United States exceeds $1.5 billion in revenue annually. Historically, portable storage solutions included containers, van trailers and roll-off units. We believe portable storage containers are achieving increased market share compared to the other options because of an increasing awareness that only containers provide ground level access and protect against damage caused by wind or water. As a result, containers can meet the needs of a diverse range of customers. Portable storage containers such as ours provide ground level access, higher security and improved aesthetics compared with certain other portable storage alternatives such as van trailers. Although there are no published estimates of the size of the portable storage segment, we believe the size of the segment is expanding due to increasing awareness of the advantages of portable storage.
 
Our products also serve the mobile office industry. This industry provides mobile offices and other modular structures and is estimated by the Modular Building Institute to be approximately $5 billion in revenue annually in North America. We offer combined storage/office units and mobile offices in varying lengths and widths, with lease terms in North America averaging approximately 13 months.
 
We also offer portable record storage units and many of our regular storage units are used for document and record storage. The documents and records storage industry is experiencing significant growth as businesses continue to generate substantial paper records that must be kept for extended periods.


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Our goal is to continue to be the leading U.S. nationwide provider of portable storage solutions and to successfully continue our operating methods in the United Kingdom. We believe our competitive strengths and business strategy will enable us to achieve these goals.
 
Competitive Strengths
 
Our competitive strengths include the following:
 
Market Leadership.  At December 31, 2007, we maintained a total fleet of approximately 162,800 units, which are held for lease and for sale, and we are the largest provider of portable storage solutions in a majority of our United States markets. At December 31, 2007, our lease fleet was comprised of approximately 160,100 units and our sales fleet was comprised of approximately 2,700 units. We believe we are creating brand awareness and the name “Mobile Mini” is associated with high quality portable storage products, superior customer service and value-added storage solutions. We have achieved significant growth in new and existing markets by capturing market share from competitors and by creating demand among businesses and consumers who were previously unaware of the availability of our products to meet their storage needs.
 
Superior, Differentiated Products.  We offer the industry’s broadest range of portable storage products, with many customized features that differentiate our products from those of our competition. We design and manufacture our own portable storage units in addition to restoring and modifying used ocean-going containers. These capabilities allow us to offer a wide range of products and proprietary features to better meet our customers’ needs, charge premium lease rates and gain market share from our competitors, who offer more limited product selections. Our portable storage units vary in size from 5 to 48 feet in length and 8 to 10 feet in width. The 10-foot wide units we manufacture provide 40% more usable storage space than the standard eight-foot-wide ocean-going containers offered by our competitors. The vast majority of our products have a proprietary locking system and multiple door options. In addition, we offer portable storage units with electrical wiring, shelving and other customized features.
 
Geographic and Customer Diversification.  From our 66 branches of which 56 are located in 32 states in the United States, three in Canada, six in the United Kingdom, and one in The Netherlands, we served approximately 93,000 customers from a wide range of industries in 2007. Our customers include large and small retailers, construction companies, medical centers, schools, utilities, distributors, the U.S. and U.K. militaries, government agencies, hotels, restaurants, entertainment complexes and households. Our diverse customer base demonstrates the broad applications for our products and our opportunity to create future demand through targeted marketing. In 2007, our largest and our second-largest customers accounted for 1.8% and 0.9% of our leasing revenues, respectively, and our twenty largest customers accounted for approximately 4.9% of our leasing revenues. During 2007, approximately 65.3% of our customers rented a single unit. We believe this diversity also reduces our susceptibility to economic downturns in our markets or in any of the industries in which our customers operate. The fact that our business continued to grow during the economic downturn of 2002 and 2003, although at a slower than historic pace, demonstrates a measure of resistance to recession in our business model.
 
Customer Service Focus.  We believe the portable storage industry is particularly service intensive and essentially local. Our entire organization is focused on providing high levels of customer service, and our salespeople work out of our branch locations to better understand local market needs. We have trained our sales force to focus on all aspects of customer service from the sales call onward. We differentiate ourselves by providing flexible lease terms, security, convenience, product quality, broad product selection and availability, and competitive lease rates. We conduct on-going training programs for our sales force to assure high levels of customer service and awareness of local market competitive conditions. Our customized enterprise resource planning system also increases our responsiveness to customer inquiries and enables us to efficiently monitor our sales force’s performance. Due to our orientation towards customer service, 47.8% of our 2007 leasing revenues was derived from repeat customers.
 
Sales and Marketing Emphasis.  We target a diverse customer base and, unlike most of our competitors, we have developed sophisticated sales and marketing programs enabling us to expand market awareness of our products and generate strong internal growth. We have over 400 dedicated commissioned salespeople, and we


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assist them by providing them with our highly customized contact management system and intensive sales training programs. We monitor our salespersons’ effectiveness through our extensive sales monitoring programs. Yellow pages and direct-mail advertising are integral parts of our sales and marketing approach. In 2007, our total advertising costs were $10.1 million, and we mailed approximately 7.4 million product brochures to existing and prospective customers as well as our website, which was enhanced in 2007 to include value added features such as product video tours, online payment capabilities and online real time sales inquiries — enabling customers to chat live with our salespeople.
 
Customized Enterprise Resource Planning System.  We made significant investments in improving and developing a new (ERP) Enterprise Resource Planning system. In 2006, we underwent a conversion from our then existing ERP system in North America to a more sophisticated and robust technology that enhanced our reporting processes obtained under our previous environment. These investments and the subsequent conversion of our ERP system enable us to further optimize fleet utilization, control pricing, capture detailed customer data, easily control credit approval while approving it quickly, audit by exception reports, gain efficiencies in internal control compliance and support our growth by projecting near-term capital needs. Our ERP system allow us to carefully monitor, on a daily basis, the size, mix, utilization and lease rates of our lease fleet by branch on a real time basis. Our systems also capture relevant customer demographic and usage information, which we use to target new customers within our existing and new markets. Our Tempe, Arizona corporate headquarters and each North America branch are linked through a scaleable Windows-based wide area network that provides real-time transaction processing and detailed reports on a branch-by-branch basis. In 2007, we brought our European operations onto the same ERP system making available to them all the enhancements and reporting capabilities we have in the U.S. We intend to continue this investment during 2008 to further optimize the reporting features of this new system and to further develop our European operations to take advantage of our sophisticated reporting environment.
 
Business Strategy
 
Our business strategy consists of the following:
 
Focus on Core Portable Storage Leasing Business.  We focus on growing our core leasing business because it provides predictable, recurring revenue and high margins. We believe that we can generate substantial demand for our portable storage units throughout North America and in Europe. Our leasing revenues have grown from $17.9 million in 1996 to $284.6 million in 2007, reflecting a CAGR of 28.6%.
 
Generate Strong Internal Growth.  We focus on increasing the number of portable storage units we lease from our existing branches to both new and repeat customers. Our growth rate is dependent in part upon general economic conditions, and during periods of slow economic growth we are more likely to focus on growth by acquisitions in order to leverage our cost structure and to maintain our growth and profitability. Historically, we have been able to generate strong internal growth within our existing markets through sophisticated sales and marketing programs aimed to increase brand recognition, expand market awareness of the uses of portable storage and differentiate our superior products from our competitors. We define internal growth as growth in lease revenues on a year-over-year basis at our branch locations in operation for at least one year, without inclusion of leasing revenue attributed to same-market acquisitions. The internal growth rate has remained positive every quarter, but in 2002 and 2003 had fallen to single digits, from over 20% prior to 2002. In 2005, our internal growth rate accelerated to an average of 25.3% for the year, reflecting a continued improvement in both economic and market conditions. During 2007, our internal growth rate averaged 11.8% for the year. In our eight oldest markets, all of which we have operated in for at least twelve years, we achieved an internal growth rate of 4.1% in 2007, demonstrating the growth we believe that we can continue to achieve in our most mature markets.
 
Branch Expansion.  We believe we have an attractive geographic expansion opportunity, and we have developed a new market entry strategy, which we replicate in each new market in the United States. We typically enter a new market by acquiring the lease fleet assets of a small local portable storage business to minimize start-up costs and then overlay our business model onto the new branch. Our business model consists of significantly expanding the fleet inventory with our differentiated products, introducing our sophisticated


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sales and marketing program supported by increased advertising and direct marketing expenditures, adding experienced Mobile Mini personnel and implementing our customized ERP system. As a result of implementing our business model, our new branches typically achieve very strong organic growth during their first several years.
 
We have identified many markets where we believe demand for portable storage units is underdeveloped. Typically, these markets are being served by small, local competitors. We established our eight original branches between our founding in 1983 and 1995. In 1998, we began entering new markets through our expansion strategy as illustrated in the following table:
 
New Market Expansion
 
                         
Year Established
  Acquisition     Start Up     Total  
 
1998
    3       1       4  
1999
    6       1       7  
2000
    9       1       10  
2001
    6       0       6  
2002
    10       1       11  
2003
    1       0       1  
2004
    1       0       1  
2005
    0       3       3  
2006
    11       0       11  
2007
    3       1       4  
                         
Total
    50       8       58  
                         
 
Our expansion program and other factors can affect our overall lease fleet asset utilization rate. During the last five years, our annual utilization levels averaged 80.8%, and ranged from a low of 78.7% in 2003 to a high of 82.9% in 2005. Our utilization rate averaged 79.6% during 2007.
 
Continue to Enhance Product Offering.  We continue to enhance our existing products to meet our customers’ needs and requirements. We have historically been able to introduce new products and features that expand the applications and overall market for our storage products. For example, in 1998 we introduced a 10-foot wide storage unit that has proven to be a popular product with our customers. In 1999, we completed the design of a records storage unit, which provides highly secure, on-site, easily accessible storage. We market this unit as a records storage solution for customers who require easy access to archived business records close at hand. In 2000, we added wood mobile offices as a complementary product to better serve our customers. In 2001, we redesigned and improved our security locking system, making it easier to use, especially in colder climates. In 2003, we were issued patents in connection with the new locking system design and other improvements made. One patent application was extended and issued in 2006. In 2006, we applied for several patents for improvements or modifications to our locking systems. These applications, all of which are still pending, were filed in the United States, Europe and China. In 2002, we added a 10-by-30-foot steel combination storage/office unit to complement the various other sizes we have in our fleet. Currently, the 10-foot-wide unit, the record storage unit and the 10-by-30-foot steel combination storage/office unit are exclusively offered by Mobile Mini. We believe our design and manufacturing capabilities increase our ability to service our customers’ needs and expand demand for our portable storage solutions.


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Products
 
We provide a broad range of portable storage products to meet our customers’ varying needs. Our products are managed and our customers are serviced locally by our employee team at each of our branches, including management, sales personnel and yard facility employees. Some features of our different products are listed below:
 
  •  Refurbished and Modified Storage Units.  We purchase used ocean-going containers from leasing companies, shipping lines or brokers. These containers are eight feet wide, 8’6” to 9’6” high and 20, 40 or 45 feet long. After acquisition, we refurbish and modify the ocean-going containers. Refurbishment 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 those containers into 5-, 10-, 15-, 20- or 25-foot lengths.
 
  •  Manufactured Storage Units.  We manufacture portable steel storage units for our lease fleet and for sale. We do this at our manufacturing facility in Maricopa, Arizona. We can manufacture units up to 12 feet wide and 50 feet long and can add doors, windows, locks and other customized features. We also offer a 10-foot-wide unit, which provides 40% more usable storage space than a standard eight-foot-wide unit. Typically, we manufacture “knock-down” units, which we ship to our branches. These units are then assembled by our branches that have assembly capabilities or by third-party assemblers. This method of shipment is less expensive than shipping fully assembled storage units.
 
  •  Steel Combination Mobile Office and Storage/Office Units.  We buy and manufacture steel combination storage/office and mobile 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. Europe also offers canteen units and drying rooms for the construction industry. In Europe, where space is limited, 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. In Europe, some of the offices are also equipped with sinks, hot water heaters, cabinets and restrooms.
 
  •  Wood Mobile Office Units.  We added wood 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.
 
  •  Records Storage Units.  We market and manufacture 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 and Other 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 that are inferior to standard containers. It is our goal to dispose of these sub-standard units from our fleet either as their initial rental period ends or within a few years. We do not refurbish these products. See “Product Lives and Durability — Van Trailers and Other Non-Core Storage Products” below. At December 31, 2007, van trailers comprised less than 0.2% of our fleet, measured by unit count and by book cost basis.
 
We purchase used ocean-going containers and refurbish and modify them at our manufacturing facility in Arizona and at our other branch locations. At certain branches, we also contract with third parties to refurbish and modify our units. We believe we are able to purchase used ocean-going containers at competitive prices because of our volume purchasing power. The used ocean-going containers we purchase are typically about eight to 12 years old. We believe our steel portable storage units, steel offices, and wood modular offices have estimated useful lives


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of 25 years, 25 years, and 20 years, respectively, from the date we build or acquire and refurbish them, with residual values of our per-unit investment ranging from 50% for our mobile offices to 62.5% for our core steel products. Van trailers, which comprised less than 0.2% of the gross book value of our lease fleet at December 31, 2007, are depreciated over seven years to a 20% residual value. For the past three fiscal years, our cost to repair and maintain our lease fleet units averaged approximately 4.3% of our lease revenues. Repainting the outside of storage units is the most frequent maintenance item.
 
Product Lives and Durability
 
Core Portable Storage Products.  Most of our fleet is comprised of refurbished and customized ISO containers, manufactured steel containers and record storage units, along with our combined storage/office and mobile office units. These products are built to last a long period of time with proper maintenance.
 
We generally purchase used ISO containers when they are eight to 12 years old, a time at which their useful life as ocean-going shipping containers is over according to the standards promulgated by the International Organization for Standardization. Because we do not have the same stacking and strength requirements that apply in the ocean-going shipping industry, we have no need for these containers to meet ISO standards. We purchase these containers in large quantities, truck them to our locations, refurbish them by removing any rust, paint them with a rust inhibiting paint, and further customize them, typically by adding our proprietary, easy-opening door system and our proprietary locking system.
 
We maintain our steel containers on a regular basis by painting them on average once every two to three years, removing rust, and occasionally replacing the wooden floor or a rusted panel. This periodic maintenance keeps the container in essentially the same condition as after we initially refurbished it and is designed to maintain the unit’s value and rental rates comparable to new units.
 
Pursuant to our revolving credit agreement, we have our containers appraised on a periodic basis. Because of the uniform quality of our containers, the appraiser does not differentiate value based upon the age of the container or the length of time it has been in our fleet. Our manufactured containers and steel offices are not built to ISO standards, but are built in a similar manner so that, like the ISO containers, they will maintain their utility and value as long as they are maintained in accordance with our maintenance program. As with our refurbished and customized ISO containers, our lenders’ appraiser does not differentiate the value of manufactured units based upon the age of the unit. Our most recent fair market value appraisal appraised our fleet at a value in excess of net book value. At December 31, 2007, the net book value of our fleet was approximately $802.9 million.
 
Approximately 9.9% of our 2007 revenue was derived from sales of portable storage and mobile office units. Because the containers in our lease fleet do not significantly depreciate in value, we have no program in place to sell lease fleet containers as they reach a certain age. Instead, most of our U.S. container sales involve either highly customized containers that would be difficult to lease on a recurring basis, or unrefurbished and refurbished containers that we had recently acquired but not yet leased. In addition, due primarily to availability of inventory at various locations at certain times of the year, we sell a certain portion of containers and offices from the lease fleet. Our gross margins increase for containers in the lease fleet for greater lengths of time prior to sale, because although these units have been depreciated based upon a 25 year useful life and 62.5% residual value (1.5% per year), in most cases fair value may not decline by nearly that amount due to the nature of the assets and our stringent maintenance policy.


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The following table shows the gross margin on containers and steel offices sold from inventory (which we call our sales fleet) and from our lease fleet from 1998 through 2007 based on the length of time in the lease fleet.
 
                                         
                      Sales
    Sales
 
                      Revenue as a
    Revenue as a
 
    Number of
    Sales
    Original
    Percentage of
    Percentage of
 
    Units Sold     Revenue     Cost(1)     Original Cost     Net Book Value  
    (Dollars in thousands)  
 
Sales fleet(2)
    33,679     $ 108,107     $ 70,658       153 %     153 %
Lease fleet, by period held before sale:
                                       
Less than 5 years
    11,537     $ 44,875     $ 30,248       148 %     152 %
5 to 10 years
    3,622     $ 15,146     $ 10,278       147 %     162 %
10 to 15 years
    738     $ 2,438     $ 1,716       142 %     168 %
15 to 20 years
    109     $ 374     $ 264       142 %     174 %
20+ years
    4     $ 14     $ 11       123 %     175 %
 
 
(1) “Original cost” for purposes of this table includes (i) the price we paid for the unit, plus (ii) the cost of our manufacturing, which includes both the cost of customizing units and refurbishment costs incurred, plus (iii) the freight charges to our branch where the unit is first placed in service. For manufactured units, cost includes our manufacturing cost and the freight charges to the branch location.
 
(2) Includes sales of unrefurbished ISO containers.
 
Because steel storage containers keep their value when properly maintained, we are able to lease containers that have been in our lease fleet for various lengths of time at similar rates, without regard to the age of the container. Our lease rates vary by the size and type of unit leased, length of contractual term, custom features and the geographic location of our branch at which the lease is originated. To a degree, competition, market conditions and other factors can influence our leasing rates.


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The following chart shows, for containers that have been in our lease fleet for various periods of time, the average monthly lease rate that we currently receive for various types of containers. We have added our 10-foot-wide containers and security offices to the fleet only in the last several years and those types of units are not included in this chart. This chart includes the eight major types of containers in the fleet for at least 10 years (we have been in business for over 23 years), and specific details of such type of unit are not provided due to competitive considerations.
 
                                                     
        Age of Containers
       
        (By Number of Years in Our Lease Fleet)     Total Number/
 
        0 — 5     6 — 10     11 — 15     16 — 20     Over 21     Average Dollar  
 
Type 1
  Number of units     3,843       3,793       1,142       42       3       8,823  
    Average rent   $ 80.75     $ 81.94     $ 82.14     $ 76.71     $ 77.64     $ 81.42  
Type 2
  Number of units     1,192       1,153       388       53       1       2,787  
    Average rent   $ 87.63     $ 82.68     $ 83.12     $ 81.55     $ 70.41     $ 84.83  
Type 3
  Number of units     13,051       4,113       2,253       296       3       19,716  
    Average rent   $ 68.43     $ 82.18     $ 81.89     $ 81.42     $ 68.61     $ 73.03  
Type 4
  Number of units     232       639       255       11       1       1,138  
    Average rent   $ 119.02     $ 112.95     $ 103.41     $ 94.69     $ 108.33     $ 111.87  
Type 5
  Number of units     425       1,394       150       16             1,985  
    Average rent   $ 107.71     $ 121.62     $ 123.20     $ 121.53     $     $ 118.76  
Type 6
  Number of units     4,127       5,048       775       51       7       10,008  
    Average rent   $ 122.21     $ 128.22     $ 129.62     $ 125.90     $ 127.67     $ 125.84  
Type 7
  Number of units     15,195       7,397       623       69       8       23,292  
    Average rent   $ 108.95     $ 114.02     $ 124.23     $ 124.26     $ 123.02     $ 111.02  
Type 8
  Number of units     345       507       194       12       3       1,061  
    Average rent   $ 162.46     $ 158.56     $ 158.48     $ 137.85     $ 216.66     $ 159.74  
 
We believe fluctuations in rental rates based on container age are primarily a function of the location of the branch from which the container was leased rather than age of the container. Some of the units added to our lease fleet during recent years through our acquisitions program have lower lease rates than the rates we typically obtain because the units remain on lease under terms (including lower rental rates) that were in place when we obtained the units in acquisitions.
 
We periodically review our depreciation policy against various factors, including the following:
 
  •  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.
 
Our depreciation policy for our lease fleet uses the straight-line method over the units’ estimated useful life, after the date we put the unit in service, and the units are depreciated down to their estimated residual values.
 
Wood Mobile Office Units.  We began adding wood mobile office units to the lease fleet in 2000 as a complement to our core portable storage products. These units are manufactured by third parties and are very similar to the units in the lease fleets of other mobile office rental companies. Because of the wood structure of these units, they are more susceptible to wear and tear than steel units. We depreciate these units over 20 years down to a 50% residual value (2.5% per year) which we believe to be consistent with most of our major competitors in this industry. Wood mobile office units lose value over time and we may sell older units from time to time. At the end of 2007, our wood mobile offices were all less than eight years old. These units are also more expensive than our storage units, causing an increase in the average carrying value per unit in the lease fleet over the last seven years.


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Although, the operating margins on mobile offices are high, they are lower than the margins on portable storage. However, these mobile offices are rented using our existing infrastructure and therefore provide incremental returns far in excess of our fixed expenses. This adds to our overall profitability and operating margins.
 
Van Trailers and Other Non-Core Storage Products.  At December 31, 2007, van trailers made up less than 0.2% of the gross book value of our lease fleet. When we acquire businesses in our industry, the acquired businesses often have van trailers and other manufactured storage products that are sub-standard compared to our core steel container storage product. We attempt to purge most of these inferior units from our fleet as they come off rent or within a few years after we acquire them. We do not utilize our resources to refurbish these products and instead resell them.
 
Van trailers are initially manufactured to be attached to trucks to move merchandise in interstate commerce. The initial cost of these units can be $19,000 or more. They are leased to, or purchased by, cross country truckers and other companies involved in cross country transportation of merchandise. They are made of light weight material in order to make them ideal for transport and have wheels and brakes. They are typically made of aluminum, but have steel base frames to maintain some structural integrity. Because of their light weight, moving parts, the heavy loads they carry and the wear and tear involved in hundreds of thousands of miles of transport, these units depreciate quite rapidly. This business and the cartage business described below are also very economically cyclical.
 
Once van trailers become too old to use in interstate commerce without frequent maintenance and downtime, they are sold to companies that use them as “cartage trailers.” At this point, they may have a depreciated cost of approximately $5,000. As cartage trailers, they are used to move loads of merchandise much shorter distances and may be used to store goods for some period of time and then to move them from one part of a facility or a city to another part. They continue to depreciate quite rapidly until they reach the point where they are not considered safe or cost effective to move loaded with merchandise.
 
At this point, near the end of the life cycle of a van trailer, it may be used for storage. Unlike a storage container, however, van trailers are much less secure, can fairly easily be stolen (as they are on wheels) and many customers feel they are unsightly. Most importantly, they are not ground level and, under the Occupational Safety and Health Administration (OSHA) regulations, must be attached to approved stairs or ramps to prevent accidents when they are accessed.
 
A large part of our leasing effort involves demonstrating to our customers the superiority of our containers to van trailers. Mobile Mini has found that when it markets steel storage containers against storage van trailers, customers recognize the superiority of containers. As a result, we believe that eventually the use of van trailers will primarily be limited to dock height storage and to customers who must frequently move storage units.
 
The average initial unit value given to the van trailers we have purchased in acquisitions that are remaining in our fleet is approximately $900 (excluding refrigerated units which are valued higher), and we depreciate these units over seven years down to a 20% residual value. As noted above, we sell these units as soon as practicable. During 2006 and 2007, we disposed of approximately 1,000 and 875 van trailers, respectively, representing approximately 32% and 31% of our van trailer fleet, respectively.
 
Lease Fleet Configuration
 
Our lease fleet is comprised of over 100 different configurations of units. Throughout the year we add units to our fleet through purchases of used ISO containers and containers obtained through acquisitions, both of which we refurbish and customize. We also purchase new manufactured mobile offices in various configurations and sizes, and manufacture our own custom steel units. Our initial cost basis of an ISO container includes the purchase price from the seller, the cost of refurbishment, which can include removing rust and dents, repairing floors, sidewalls and ceilings, painting, signage, installing new doors, seals and a locking system. Additional modification may involve the splitting of a unit to create several smaller units and adding customized features. The restoring and modification processes do not necessarily occur in the same year the units are purchased or acquired. We procure larger containers, typically 40-foot units, and split them into two 20-foot units or one 25-foot and one 15-foot unit, or other configurations as needed, and then add new doors along with our proprietary locking system and sometimes we add custom features. We also will sell units from our lease fleet to our customers.


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The table below outlines those transactions that effectively increased the net asset value of our lease fleet from $697.4 million at December 31, 2006 to $802.9 million at December 31, 2007:
 
                 
    Dollars     Units  
    (In thousands)  
 
Lease fleet at December 31, 2006, net
  $ 697,439       149,615  
Purchases:
               
Container purchases and containers obtained through acquisitions, including freight
    15,853       5,295  
Non-core units obtained through acquisitions, primarily van trailers
    218       540  
Manufactured units:
               
Steel containers, combination storage/office combo units and steel security offices
    46,229       4,184  
New wood mobile offices
    38,832       1,409  
Refurbishment and customization:(3)
               
Refurbishment or customization of units purchased or acquired in the current year
    9,471       2,452 (1)
Refurbishment or customization of 3,272 units purchased in a prior year
    16,834       1,136 (1)
Refurbishment or customization of 2,808 units obtained through acquisition in a prior year
    2,366       381 (2)
Other
    (736 )     (811 )
Cost of sales from lease fleet
    (10,621 )     (4,085 )
Depreciation
    (12,962 )        
                 
Lease fleet at December 31, 2007, net
  $ 802,923       160,116  
                 
 
 
(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.
 
The table below outlines the composition of our lease fleet at December 31, 2007:
 
                 
    Lease Fleet     Number of Units  
    (In thousands)        
 
Steel storage containers
  $ 459,665       131,172  
Offices
    402,640       27,018  
Van trailers
    2,330       1,926  
Other
    956          
                 
      865,591          
Accumulated depreciation
    (62,668 )        
                 
    $ 802,923       160,116  
                 
 
Branch Operations
 
We locate our branches in markets with attractive demographics and strong growth prospects. Within each market, we have located our branches in areas that allow for easy delivery of portable storage units to our customers over a wide geographic area. In addition, when cost effective, we seek locations that are visible from high traffic roads in order to advertise our products and our name. Our branches maintain an inventory of portable storage units available for lease, and some of our older branches also provide storage of units under lease at the branch (“on-site


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storage”). We own our branch locations in Dallas, Texas, Oklahoma City, Oklahoma and a portion of our Phoenix, Arizona location. The rest of
our branch locations are leased. The following table shows information about our branches by geographic area (U.S., Canada, U.K. and the Netherlands), sorted by date established.
 
                     
              Year
 
Location
 
Functions/Uses
  Approximate Size     Established  
 
United States:
                   
Phoenix, Arizona
  Leasing, on-site storage and sales     14 acres       1983  
Tucson, Arizona
  Leasing, on-site storage and sales     5 acres       1986  
Los Angeles, California
  Leasing, on-site storage and sales     15 acres       1988  
San Diego, California
  Leasing, on-site storage and sales     6 acres       1994  
Dallas, Texas
  Leasing, on-site storage and sales     17 acres       1994  
Houston, Texas
  Leasing, on-site storage and sales     9 acres       1994  
San Antonio, Texas
  Leasing, on-site storage and sales     7 acres       1995  
Austin, Texas
  Leasing, on-site storage and sales     7 acres       1995  
Las Vegas, Nevada
  Leasing and sales     6 acres       1998  
Oklahoma City, Oklahoma
  Leasing and sales     6 acres       1998  
Albuquerque, New Mexico
  Leasing and sales     6 acres       1998  
Denver, Colorado
  Leasing and sales     6 acres       1998  
Tulsa, Oklahoma
  Leasing and sales     7 acres       1999  
Colorado Springs, Colorado
  Leasing and sales     5 acres       1999  
New Orleans, Louisiana
  Leasing and sales     5 acres       1999  
Memphis, Tennessee
  Leasing and sales     9 acres       1999  
Salt Lake City, Utah
  Leasing, on-site storage and sales     3 acres       1999  
Chicago, Illinois
  Leasing and sales     7 acres       1999  
Knoxville, Tennessee
  Leasing and sales     5 acres       1999  
Seattle, Washington
  Leasing and sales     5 acres       2000  
El Paso, Texas
  Leasing and sales     4 acres       2000  
Harlingen, Texas
  Leasing and sales     5 acres       2000  
Corpus Christi, Texas
  Leasing and sales     3 acres       2000  
Jacksonville, Florida
  Leasing and sales     4 acres       2000  
Miami/Ft. Lauderdale, Florida
  Leasing and sales     8 acres       2000  
Ft. Myers, Florida
  Leasing and sales     5 acres       2000  
Tampa, Florida
  Leasing and sales     8 acres       2000  
Orlando, Florida
  Leasing and sales     7 acres       2000  
Atlanta, Georgia
  Leasing and sales     15 acres       2000  
Kansas City, Kansas/Missouri
  Leasing and sales     5 acres       2001  
Milwaukee, Wisconsin
  Leasing and sales     5 acres       2001  
Charlotte, North Carolina
  Leasing and sales     8 acres       2001  
Nashville, Tennessee
  Leasing and sales     6 acres       2001  
San Francisco, California
  Leasing and sales     7 acres       2001  
Raleigh, North Carolina
  Leasing and sales     8 acres       2001  
Columbus, Ohio
  Leasing and sales     7 acres       2002  
Little Rock, Arkansas
  Leasing and sales     12 acres       2002  
St. Louis, Missouri
  Leasing and sales     7 acres       2002  
Ft. Worth, Texas
  Leasing and sales     5 acres       2002  


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              Year
 
Location
 
Functions/Uses
  Approximate Size     Established  
 
Louisville, Kentucky
  Leasing and sales     7 acres       2002  
Columbia, South Carolina
  Leasing and sales     5 acres       2002  
Baltimore, Maryland
  Leasing and sales     9 acres       2002  
Philadelphia, Pennsylvania
  Leasing and sales     4 acres       2002  
Richmond, Virginia
  Leasing and sales     4 acres       2002  
Boston, Massachusetts
  Leasing and sales     4 acres       2002  
Portland, Oregon
  Leasing and sales     6 acres       2003  
Detroit, Michigan
  Leasing and sales     6 acres       2004  
Minneapolis, Minnesota
  Leasing and sales     5 acres       2005  
Indianapolis, Indiana
  Leasing and sales     6 acres       2005  
Pensacola, Florida
  Leasing and sales     5 acres       2005  
Oakland, California
  Leasing and sales     4 acres       2006  
Fresno, California
  Leasing and sales     5 acres       2006  
Utica, New York
  Leasing and sales     5 acres       2006  
Wichita, Kansas
  Leasing and sales     5 acres       2006  
Worcester, Vermont
  Leasing and sales     12 acres       2007  
Pittsburgh, Pennsylvania
  Leasing and sales     6 acres       2007  
Canada:
                   
Toronto, Ontario
  Leasing and sales     4 acres       2002  
Vancouver, British Columbia
  Leasing and sales     3 acres       2007  
Windsor, Ontario
  Leasing and sales     2 acres       2007  
United Kingdom:
                   
London
  Leasing and sales     5 acres       2006  
Bristol
  Leasing and sales     2 acres       2006  
Birmingham
  Leasing and sales     2 acres       2006  
Liverpool
  Leasing and sales     5 acres       2006  
Leeds
  Leasing and sales     2 acres       2006  
Edinburgh
  Leasing and sales     3 acres       2006  
The Netherlands:
                   
Rotterdam
  Leasing and sales     2 acres       2006  
 
Each branch has a branch manager who has overall supervisory responsibility for all activities of the branch. Branch managers report to one of our fifteen regional managers. Our regional managers, in turn, report to one of our senior or executive vice presidents. Performance based incentive bonuses are a substantial portion of the compensation for these senior vice presidents, regional and branch managers.
 
In North America, each branch has its own sales force and a transportation department that delivers and picks up portable storage units from customers. Each branch has delivery trucks and forklifts to load, transport and unload units and a storage yard staff responsible for unloading and stacking units. Steel units can be stored by stacking them three high to maximize usable ground area. Our larger branches also have a fleet maintenance department to maintain the branch’s trucks, forklifts and other equipment. Our smaller branches perform preventative maintenance tasks and outsource major repairs. During 2007, we introduced this organizational structure in our U.K. branches and acquired branch properties and transportation equipment.

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Sales and Marketing
 
We have 434 dedicated sales people at our branches and 26 people in sales management at our headquarters and other locations that conduct sales and marketing on a full-time basis. We believe that by locating most of our sales and marketing staff in our branches, we can better understand the portable storage needs of our customers and provide higher levels of customer service. Our sales force handles all of our products and we do not maintain separate sales forces for our various product lines. Our sales and marketing force provides information about our products to prospective customers by handling inbound calls and by initiating cold calls. We have on-going sales and marketing training programs covering all aspects of leasing and customer service. Our branches communicate with one another and with corporate headquarters through our enterprise resource planning system. This enables the sales and marketing team to share leads and other information and permits the staff at headquarters to monitor and review sales and leasing productivity on a branch-by-branch basis. Our sales and marketing employees are compensated primarily on a commission basis.
 
Our nationwide presence in the United States allows us to offer our products to larger customers who wish to centralize the procurement of portable storage on a multi-regional or national basis. We are well equipped to meet multi-regional customers’ needs through our National Account Program, which simplifies the procurement, rental and billing process for those customers. Approximately 1,100 U.S. customers currently participate in our National Account Program. We also provide our national account customers with service guarantees which assure them they will receive the same high level of customer service from any of our branch locations. This program has helped us succeed in leveraging customer relationships developed at one branch throughout our branch system.
 
We advertise our products in the yellow pages and use a targeted direct mail program. In 2007, we mailed approximately 7.4 million product brochures to existing and prospective customers. These brochures describe our products and features and highlight the advantages of portable storage. Our total advertising costs were approximately $10.1 million in 2007, $8.6 million in 2006, and $7.6 million in 2005. During 2007, we began to focus an increasing portion of our marketing expenditures on internet-based initiatives with web-based products and services for both existing customers and potential customers.
 
Customers
 
During 2007, approximately 93,000 customers leased our portable storage, combination storage/office and mobile office units, compared to approximately 91,000 in 2006. Our customer base is diverse and consists of businesses in a broad range of industries. Our largest single leasing customer accounted for 2.1% and 1.8% of our leasing revenues in 2006 and 2007, respectively. Our next largest customer accounted for approximately 0.5% and 0.9% of our leasing revenues in 2006 and 2007, respectively. Our twenty largest customers combined accounted for approximately 5.3% of our lease revenues in 2006 and approximately 4.9% of our lease revenues in 2007. Approximately 65.3% of our customers rented a single unit during 2007.


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We target customers who can benefit from our portable storage solutions either for seasonal, temporary or long-term storage needs. Customers use our portable storage units for a wide range of purposes. The following table provides an overview of our customers and how they use our portable storage, combination storage/office and mobile office units as of December 31, 2007:
 
                 
    Approximate
         
    Percentage of
    Representative
   
Business
  Units on Lease    
Customers
 
Typical Application
 
Consumer service and retail businesses
    31 %   Department, drug, grocery and strip mall stores, hotels, restaurants, dry cleaners and service stations   Inventory storage, record storage and seasonal needs
Construction
    43 %   General, electrical, plumbing and mechanical contractors, landscapers, residential homebuilders and equipment rental companies   Equipment and materials storage and job offices
Consumers
    7 %   Homeowners   Backyard storage and storage of household goods during relocation or renovation; storage at our location
Industrial and commercial
    7 %   Distributors, trucking and utility companies, finance and insurance companies and film production companies   Raw materials, equipment, record storage, in-plant office and seasonal needs
Institutions, government agencies and others
    12 %   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 needs
 
Manufacturing
 
We build new steel portable storage units, steel mobile offices and other custom-designed steel structures as well as refurbish used ocean-going containers at our Maricopa, Arizona manufacturing plant. We also refurbish used ocean-going containers at our branch locations. Our manufacturing capabilities allow us to differentiate our products from our competitors and enable us to provide a broader product selection to our customers. Our manufacturing process includes cutting, shaping and welding raw steel, installing customized features and painting the newly constructed units. Typically, we manufacture “knock-down” units, which we ship to our branches. These units are then assembled at our branches that have assembly capabilities or by third-party assemblers. We can ship up to twelve “knock-down” 20-foot containers on a single flat-bed trailer. By comparison, only two or three assembled 20-foot ocean-going containers can be shipped on a flat-bed trailer. This reduces our cost of transporting units to our branches and permits us to economically ship our manufactured units to any city in the continental United States or Canada. At December 31, 2007, we had 144 manufacturing workers at our Maricopa facility, and an additional 363 workers who participate in manufacturing and repair activities in our branch facilities. We believe we can expand the capacity of our Maricopa facility at a relatively low cost, and that numerous third parties have the facilities needed to perform refurbishment and assembly services for us on a contract basis.
 
We purchase raw materials such as steel, vinyl, wood, glass and paint, which we use in our manufacturing and restoring operations. We typically buy these raw materials on a purchase order basis. We do not have long-term contracts with vendors for the supply of any raw materials.
 
Our manufacturing capacity protects us to some extent from shortages of and price increases for used ocean-going containers. Used ocean-going containers vary in availability and price from time to time based on market


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conditions. Should the price of used ocean-going containers increase substantially, or should they become temporarily unavailable, we can increase our manufacturing volume and reduce the number of used steel containers we buy and refurbish.
 
Vehicles
 
At December 31, 2007, we had a fleet of 521 delivery trucks, of which 388 were owned and 133 were leased. We use these trucks to deliver and pick up containers at customer locations. We supplement our delivery fleet by outsourcing delivery services to independent haulers when appropriate.
 
Enterprise Resource Planning System
 
In 2006, we implemented our new customized ERP system in North America to improve and optimize lease fleet utilization, improve the effectiveness of our sales and marketing programs and to allow international growth using the same ERP system throughout the company. This system consists of a wide-area network that connects our headquarters and all of our North American branches. Our Tempe, Arizona corporate headquarters and each North American branch can enter data into the system and access data on a real-time basis. We generate weekly management reports by branch with leasing volume, fleet utilization, lease rates and fleet movement as well as monthly profit and loss statements on a consolidated and branch basis. These reports allow management to monitor each branch’s performance on a daily, weekly and monthly basis. We track each portable storage unit by its serial number. Lease fleet and sales information are entered in the system daily at the branch level and verified through monthly physical inventories by branch or corporate employees. Branch salespeople also use the system to track customer leads and other sales data, including information about current and prospective customers. In 2007, our European operations were converted from their existing systems onto the same ERP customized platform under which we operate in North America to gain further efficiencies. We have made significant investments to our ERP system during the past three years, and we intend to continue that investment in 2008 to further optimize the features of this new system for both the North American and our European operations.
 
Lease Terms
 
Based on the composition of our North America leases at the end of 2007, our North America steel portable storage unit leases initially have an average intended term of approximately 10 months but then provide for the leases to continue on a month-to-month basis until the customer cancels the term. In Europe, our customers historically had leased on a month-to-month basis. Our Europe operations have been transitioning to our business leasing model, and as a result, approximately 40% of our European leases at December 31, 2007 have intended lease terms at lease inception of approximately 7 months for portable storage units. Under either agreement, the lease continues month-to-month until cancelled by the customer. During 2007, the company-wide average duration of all portable storage leases was 27 months and the average monthly rental rate was approximately $100. Most of our steel portable storage units rent for between approximately $50 and $300 per month. Our van trailers normally lease for substantially lower amounts than our portable storage units. Our North America combination storage/office and mobile office units typically have an average intended lease term of approximately 13 months. The initial lease term in Europe has historically been on a month-to-month basis. The average company-wide duration of all mobile office and combo unit leases has been 22 months. Our combination storage/office and mobile office units typically rent for $100 to over $1,100 per month. Our leases provide that the customer is responsible for the cost of delivery and pickup at lease inception. Our leases specify that the customer is liable for any damage done to the unit beyond ordinary wear and tear. However, our customers may purchase a damage waiver from us to avoid some of this liability. This provides us with an additional source of recurring revenue. The customer’s possessions stored within the portable storage unit are typically the responsibility of the customer.
 
Competition
 
We face competition from several local and regional companies, as well as from national companies, in all of our current markets. We compete with several large national and international companies in our mobile office product line. Our competitors include lessors of storage units, mobile offices, used van trailers and other structures used for portable storage. We also compete with conventional fixed self-storage facilities. We compete primarily in


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terms of security, convenience, product quality, broad product selection and availability, lease rates and customer service. In our core portable storage business, we typically compete with Mobile Storage Group, Williams Scotsman, Elliot Hire, Ravenstock, PODS, 1-800-PAC-RAT, LLC., Haulaway Storage Containers, Inc., Speedy Hire, and a number of other national, regional and local competitors. In the mobile office business, we typically compete with ModSpace, Williams Scotsman, McGrath RentCorp and other national, regional and local companies.
 
Employees
 
As of December 31, 2007, we employed approximately 2,095 full-time employees in the following major categories:
 
         
Management
    120  
Administrative
    364  
Sales and marketing
    434  
Manufacturing
    507  
Drivers and storage unit handling
    670  
 
Access to Information
 
Our Internet address is www.mobilemini.com. We make available at this address, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. In addition to this Form 10-K, we incorporate by reference certain information from parts of our proxy statement for the 2008 Annual Meeting of Stockholders, which we expect to file with the SEC on or about April 29, 2008, which will also be available free of charge on our website. Reports of our executive officers, directors and any other persons required to file securities ownership reports under Section 16(a) of the Securities Exchange Act of 1934 are also available through our web site. Information contained on our web site is not part of this Report.
 
ITEM 1A.   RISK FACTORS.
 
Cautionary Statement about Forward Looking Statements
 
Our discussion and analysis in this Report, in other reports that we file with the Securities and Exchange Commission, in our press releases and in public statements of our officers and corporate spokespersons contain forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current events. They include words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “believe” and other words of similar meaning in connection with discussion of future operating or financial performance. These include statements relating to future actions, acquisition and growth strategy, synergies and cost savings anticipated from acquisitions and mergers, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings and financial results.
 
Forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. We undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. We provide the following discussion of risks and uncertainties relevant to our business. These are factors that we think could cause our actual results to differ materially from expected and historical results. Mobile Mini could also be adversely affected by other factors besides those listed here.
 
A slowdown in the non-residential construction sector of the economy could reduce demand from some of our customers, which could result in lower demand for our products.
 
At the end of 2006 and 2007, customers in the construction industry, primarily in non-residential construction, accounted for approximately 40% and 43%, respectively, of our leased units. This industry tends to be cyclical. In 2002 and 2003 this industry sector suffered a sustained economic slowdown which resulted in much slower growth


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in demand for leases and sales of our products. If another sustained economic slowdown in the non-residential construction sector were to occur, it is likely that we would again experience less demand for leases and sales of our products. Also, because most of our cost of leasing is either fixed or semi variable, this would cause our margins to contract and the adverse affect on operating results would be more pronounced. Our internal growth rate slowed to 7.5% in 2002 and 7.4% in 2003 due to a slowdown in the economy, particularly in this sector. During these years, our profitability declined.
 
We may fail to realize the anticipated benefits of the merger with Mobile Storage Group, and the integration process could adversely impact our ongoing operations.
 
The Company and the Mobile Storage Group entered into the merger agreement with the expectation that the merger would result in various benefits, including, among other things, an expanded customer base and ongoing cost savings and operating efficiencies. The success of the merger will depend, in part, on our ability to realize such anticipated benefits from combining the businesses of our company and Mobile Storage Group. The anticipated benefits and cost savings of the merger may not be realized fully, or at all, or may take longer to realize than expected. Failure to achieve anticipated benefits could result in increased costs and decreases in the amounts of expected revenues of the combined company.
 
Mobile Mini and Mobile Storage Group have operated independently and until the completion of the merger will continue to operate independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures or policies that adversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of the companies during the transition period. The integration may take longer than anticipated and may have unanticipated adverse results relating to Mobile Mini’s or Mobile Storage Group’s existing business.
 
We will take on substantial additional indebtedness to finance the merger and this additional indebtedness could significantly impact Mobile Mini’s ability to operate its business.
 
In connection with the merger, Mobile Mini expects to enter into a $1.0 billion asset asset-based revolving loan. The security for the credit facility will include a lien on substantially all of the combined company’s present and future assets. Mobile Mini plans to use a portion of the proceeds from the credit facility to pay a portion of the approximately $535.0 million indebtedness of Mobile Storage Group, $12.5 million cash component of the merger consideration and the $25.0 million estimated amount of transaction costs related to the merger. The indebtedness that we will assume includes $200 million of Mobile Storage Group senior notes. Such increased indebtedness could limit the Mobile Mini’s financial and operating flexibility, including by requiring Mobile Mini to dedicate a substantial portion of its cash flow from operations to the interest on its debt, making it more difficult to obtain additional financing on favorable terms, limiting its ability to capitalize on significant business opportunities and making it more vulnerable to economic downturns. In addition, the significant level of indebtedness could limit Mobile Mini’s flexibility to react to changes in the industry and economic conditions and divert financial resources away from the expansion and improvement of its business.
 
Our planned growth could strain our management resources, which could disrupt our development of our new branch locations.
 
Our future performance will depend in large part on our ability to manage our planned growth, which in 2006 included our commencement of operations in the United Kingdom and The Netherlands. On February 22, 2008, we entered into a definitive merger agreement under which Mobile Storage Group will merge into Mobile Mini in a transaction valued at approximately $701.5 million. Our growth could strain our management, human and other resources. To successfully manage this growth, we must continue to add managers and employees and improve our operating, financial and other internal procedures and controls. We also must effectively motivate, train and manage our employees. If we do not manage our growth effectively, some of our new branches and acquisitions may lose money or fail, and we may have to close unprofitable locations. Closing a branch in such circumstances would likely result in additional expenses that would cause our operating results to suffer.


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Our expansion may divert our resources from other aspects of our business and require that we incur additional debt, and may subject us to additional and different regulations. Failure to manage these economic, financial, business and regulatory risks may adversely impact our growth and results of operations.
 
We regularly review and evaluate expansion opportunities. Our expansion into markets in the United Kingdom and The Netherlands, which commenced in 2006, requires us to make substantial investments, which could divert resources from other aspects of our business. We may also be required to raise additional debt or equity capital to fund our expansion. In addition, we may incur difficulties in staffing and managing our new operations. In connection with expansion outside of the U.S., we face fluctuations in currency exchange rates, exposure to additional regulatory requirements, including certain trade barriers, changes in political and economic conditions, and exposure to additional and potentially adverse tax regimes. Our success in Europe will depend, in part, on our ability to anticipate and effectively manage these and other risks. Our failure to manage these risks may adversely affect our growth, in Europe and elsewhere, and lead to increased administrative costs.
 
Covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions.
 
The indenture governing our 6.875% Senior Notes and, to a lesser extent, our revolving credit facility agreement contain various covenants that may limit our discretion in operating our business. In particular, we are limited in our ability to merge, consolidate or transfer substantially all of our assets, issue preferred stock of subsidiaries and create liens on our assets to secure debt. In addition, if there is default, and we do not maintain certain financial covenants or we do not maintain borrowing availability in excess of certain pre-determined levels, we may be unable to incur additional indebtedness, make restricted payments (including paying cash dividends on our capital stock) and redeem or repurchase our capital stock.
 
Our revolving credit facility requires us, under certain limited circumstances, to maintain certain financial ratios and limits our ability to make capital expenditures. These covenants and ratios could have an adverse effect on our business by limiting our ability to take advantage of financing, merger and acquisition or other corporate opportunities and to fund our operations. Breach of a covenant in our debt instruments could cause acceleration of a significant portion of our outstanding indebtedness. Any future debt could also contain financial and other covenants more restrictive than those imposed under the indenture governing the Senior Notes, and the revolving credit facility.
 
A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to cross-default and cross-acceleration provisions, could result in a default under our other debt instruments. Upon the occurrence of an event of default under the revolving credit facility or any other debt instrument, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them, if any, to secure the indebtedness. If the lenders under our current or future indebtedness accelerate the payment of the indebtedness, we cannot assure you that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness, including the Senior Notes.
 
The amount we can borrow under our revolving credit facility depends in part on the value of the portable storage units in our lease fleet. If the value of our lease fleet declines, we cannot borrow as much. We are required to satisfy several covenants with our lenders that are affected by changes in the value of our lease fleet. We would breach some of these covenants if the value of our lease fleet drops below specified levels. If this happens, we may not be able to borrow the amounts we need to expand our business, and we may be forced to liquidate a portion of our existing fleet. We anticipate that our new revolving credit facility, which we will enter into in connection with our merger with Mobile Storage Group, will include covenants similar to those in our existing credit agreement.
 
We operate with a high amount of debt and we may incur significant additional indebtedness.
 
Our operations are capital intensive, and we operate with a high amount of debt relative to our size. In May 2007, we issued $150.0 million in aggregate principal amount of 6.875% Senior Notes. These notes were issued at 99.548% of par value. In May 2007, we entered into the First Amendment of the Second Amended and Restated Loan and Security Agreement, under which we may borrow up to $425.0 million on a revolving loan basis, which


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means that amounts repaid may be reborrowed. As of February 22, 2008, we had outstanding borrowings of approximately $234.9 million and letters of credit of approximately $3.3 million under the credit facility, leaving approximately $186.8 million available for further borrowing and immediately available. In connection with our merger with Mobile Storage Group, we anticipate that we will assume approximately $535.0 million of Mobile Storage Group’s indebtedness. Our substantial indebtedness could have consequences. For example, it could:
 
  •  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.
 
We may need additional debt or equity to sustain our growth, but we do not have commitments for such funds beyond financing commitments related to our merger with Mobile Storage Group.
 
We finance our growth through a combination of borrowings, cash flow from operations, and equity financing. Our ability to continue growing at the pace we have historically grown will depend in part on our ability to obtain either additional debt or equity financing. The terms on which debt and equity financing is available to us varies from time to time and is influenced by our performance and by external factors, such as the economy generally and developments in the market, that are beyond our control. Also, additional debt financing or the sale of additional equity securities may cause the market price of our common stock to decline. If we are unable to obtain additional debt or equity financing on acceptable terms, we may have to curtail our growth by delaying new branch openings, or, under certain circumstances, lease fleet expansion.
 
Fluctuations between the British pound and U.S. dollar could adversely affect our results of operations.
 
We derived approximately 8.0% of our total revenues in 2007 from our operations in the U.K. We expect that percentage will increase materially on an annualized basis following the closing of our merger with Mobile Storage Group. The financial position and results of operations of our U.K. subsidiaries are measured using the British pound as the functional currency. As a result, we are exposed to currency fluctuations both in receiving cash from our U.K. operations and in translating our financial results back into U.S. dollars. We believe the impact of currency fluctuations on us from an operations perspective is mitigated by the fact that the majority of our expenses, capital expenditures and revenues in the U.K. are in British pounds. We do, however, have significant currency exposure as a result of translating our financial results from British pounds into U.S. dollars for purposes of financial reporting. Assets and liabilities of our U.K. subsidiary are translated at the period end exchange rate in effect at each balance sheet date. Our income statement accounts are translated at the average rate of exchange prevailing during each month. Translation adjustments arising from differences in exchange rates from period to period are included in the accumulated other comprehensive income (loss) in stockholders’ equity. A strengthening of the U.S. dollar against the British pound reduces the amount of income we recognize from our U.K. business. The British pound is currently at or near a multi-year high against the U.S. dollar, and we cannot predict the effects of further exchange rate fluctuations on our future operating results. We are also exposed to additional currency transaction risk when our U.S. operations incur purchase obligations in a currency other than in U.S. dollars and our U.K. operations incur purchase obligations in a currency other than in British pounds. As exchange rates vary, our results of operations and


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profitability may be harmed. We do not currently hedge our currency transaction or translation exposure, nor do we have any current plans to do so. The risks we face in foreign currency transactions and translation may continue to increase as we further develop and expand our U.K. operations. F Furthermore, to the extent we expand our business into other countries, we anticipate we will face similar market risks related to foreign currency translation caused by exchange rate fluctuations between the U.S. dollar and the currencies of those countries.
 
The supply and cost of used ocean-going containers fluctuates, and this can affect our pricing and our ability to grow.
 
We purchase, refurbish and modify used ocean-going containers in order to expand our lease fleet. If used ocean-going container prices increase substantially, we may not be able to manufacture enough new units to grow our fleet. These price increases also could increase our expenses and reduce our earnings, particularly if we are not able (due to competitive reasons or otherwise) to raise our rental rates to absorb this increase cost. Conversely, an oversupply of used ocean-going containers may cause container prices to fall. Our competitors may then lower the lease rates on their storage units. As a result, we may need to lower our lease rates to remain competitive. This would cause our revenues and our earnings to decline.
 
The supply and cost of raw materials we use in manufacturing fluctuates and could increase our operating costs.
 
We manufacture portable storage units to add to our lease fleet and for sale. In our manufacturing process, we purchase steel, vinyl, wood, glass and other raw materials from various suppliers. We cannot be sure that an adequate supply of these materials will continue to be available on terms acceptable to us. The raw materials we use are subject to price fluctuations that we cannot control. Changes in the cost of raw materials can have a significant effect on our operations and earnings. Rapid increases in raw material prices are often difficult to pass through to customers, particularly to leasing customers. If we are unable to pass on these higher costs, our profitability could decline. If raw material prices decline significantly, we may have to write down our raw materials inventory values. If this happens, our results of operations and financial condition will decline.
 
Some zoning laws in the United States 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.
 
Most of our customers use our storage units to store their goods on their own properties. Local zoning laws and temporary planning permission regulations in some of our markets do not allow some of our customers to keep portable storage and office units on their properties or do not permit portable storage units unless located out of sight from the street. If local zoning laws or planning permission regulations in one or more of our markets no longer allow our units to be stored on customers’ sites, our business in that market will suffer.
 
Unionization by some or all of our employees could cause increases in operating costs.
 
None of our employees are presently covered by collective bargaining agreements. However, from time to time various unions have attempted to organize some of our employees. We cannot predict the outcome of any continuing or future efforts to organize our employees, the terms of any future labor agreements, or the effect, if any, those agreements might have on our operations or financial performance.
 
We depend on a few key management persons.
 
We are substantially dependent on the personal efforts and abilities of Steven G. Bunger, our Chairman, President and Chief Executive Officer, Lawrence Trachtenberg, our Executive Vice President and Chief Financial Officer, and Russ Lemley, our Executive Vice President and Chief Operating Officer. The loss of any of these officers or our other key management persons could harm our business and prospects for growth.


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The market price of our common stock has been volatile and may continue to be volatile and the value of your investment may decline.
 
The market price of our common stock has been volatile and may continue to be volatile. This volatility may cause wide fluctuations in the price of our common stock on the Nasdaq Global Select Market. The market price of our common stock is likely to be affected by:
 
  •  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.
 
We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our 2007 fiscal year and that remain unresolved.
 
ITEM 2.   PROPERTIES.
 
We own our branch locations in Dallas, Texas, Oklahoma City, Oklahoma and a portion of our Phoenix, Arizona location. We lease all of our other branch locations. All of our major leased properties have remaining lease terms of between 1 and 11 years, and we believe that satisfactory alternative properties can be found in all of our markets, if we do not renew these existing leased properties.
 
Some of the lease properties with lease terms expiring in 2008 are with related persons and we anticipate renewing those leases for terms of approximately five years.
 
We own our manufacturing facility in Maricopa, Arizona, approximately 30 miles south of Phoenix. This facility is 16 years old and is on approximately 43 acres. The facility includes nine manufacturing buildings, totaling approximately 171,300 square feet. These buildings house our manufacturing, assembly, restoring, painting and vehicle maintenance operations.
 
We lease our corporate and administrative offices in Tempe, Arizona. These offices have approximately 35,000 square feet of office space. The lease term is through December 2014. Our European headquarters is located in Loudwater, Buckinghamshire, where we lease approximately 4,000 square feet of office space. The term on this lease is through December 2012.
 
ITEM 3.   LEGAL PROCEEDINGS.
 
We are party from time to time to various claims and lawsuits which arise in the ordinary course of business. Although the specific allegations in the lawsuits differ, most of them involve claims pertaining to goods allegedly damaged while stored in one of our containers. We do not believe that the ultimate resolution of these claims or lawsuits will have a material adverse effect on our business, financial condition, results of operations or cash flows.
 
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
No matters were submitted to a vote of our security holders during the fourth quarter ended December 31, 2007.
 
EXECUTIVE OFFICERS OF MOBILE MINI, INC.
 
Set forth below is information respecting the name, age and position with Mobile Mini of our executive officers who are not a continuing director or a director nominee. Information respecting our executive officers who


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are continuing directors and director nominees is set forth in Item 10 of this Report which incorporates by reference to Mobile Mini’s definitive proxy statement to the 2008 annual meeting of shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A.
 
Kyle G. Blackwell joined Mobile Mini in 1988 and has served in numerous capacities, currently as our Senior Vice President, Eastern Division, since 2002 and as our Vice President, Operations from 1999 to 2000. He also served as a Regional Manager from 1995 to 1999 and was engaged with the start up of our Texas locations. Age 44.
 
Martin T Crayden joined Mobile Mini in April 2006 as our Senior Vice President responsible for our operations in Europe. He previously served as Director/CEO responsible for Royal Wolf’s operations in the United Kingdom and The Netherlands since September 2000. He has been engaged in the U.K. container industry since 1984. Age 46.
 
Jon D. Keating has served as our Senior Vice President, Operations since January 2008. He joined Mobile Mini in 1996, and he also served as Vice President, Manufacturing from April 2005 to December 2007, a Regional Manager from March of 2000 to April 2005 and from November of 1996 to March of 2000 as Branch Manager at our Phoenix sales branch. Age 38.
 
Deborah K. Keeley has served as our Senior Vice President and Chief Accounting Officer since November 2005. From September 2005 to November 2005, she served as Senior Vice President. From June 2005 to September 2005, she served as Senior Vice President and Controller. From August 1996 to June 2005 she served as Vice President and Controller and from August 1995 as Controller. Prior to joining us, she was Corporate Accounting Manager for Evans Withycombe Residential, an apartment developer, for six years. Ms. Keeley has an Associates degree in Computer Science and received her Bachelors degree in Accounting from Arizona State University in 1989. Age 43.
 
Russell C. Lemley was appointed Executive Vice President and Chief Operating Officer in December 2007. He served as Senior Vice President, Western Division, since 1999 and as our Vice President, Operations from June 1998 to November 1999. He joined us in August 1988 as Construction Superintendent to build our ten-acre facility in Los Angeles, California and served as Plant Manager of that facility from 1989 to 1994 and as General Manager from 1994 to 1998. Prior to joining us, Mr. Lemley was the Project Manager from 1984 through 1987 for the largest automated pallet rack high rise in the United Sates for Ralph’s Grocery in San Fernando, California and managed the construction of the first automated parts pallet rack facility for Suzuki in Brea, California. Age 50.
 
Ronald E. Marshall has served as our Senior Vice President, Central Division since October of 2003. From June of 1999 to September of 2003 he was a Regional Manager for three of our regions beginning with the Colorado/Utah and ending with the California/Arizona market. He was our Director-Acquisitions from February of 1998 to May of 1999. He joined Mobile Mini, Inc. in February of 1997 as Branch Manager of Tucson, Arizona. Prior to joining us, he was the General Manager of Pearce Distributing, a beverage distributorship in Phoenix, Arizona. Age 57.
 
PART II
 
ITEM 5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Common Stock Prices
 
Our common stock trades on The Nasdaq Global Select Market under the symbol “MINI”. The following are the high and low sale prices for the common stock during the periods indicated as reported by the Nasdaq Stock Market after giving effect to a two-to-one stock split effected on March 10, 2006. See Note 11 to our consolidated financial statements included elsewhere in this Report.
 


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    2006     2007  
    High     Low     High     Low  
 
Quarter ended March 31,
  $ 31.32     $ 25.70     $ 29.40     $ 25.12  
Quarter ended June 30,
  $ 37.12     $ 26.64     $ 33.65     $ 26.30  
Quarter ended September 30,
  $ 31.98     $ 25.95     $ 32.01     $ 21.56  
Quarter ended December 31,
  $ 33.35     $ 26.85     $ 25.23     $ 16.50  
 
We had approximately 212 holders of record of our common stock on February 13, 2008, and we estimate that we have more than 5,000 beneficial owners of our common stock.
 
Mobile Mini has not paid cash dividends on its common stock and does not expect to do so in the foreseeable future, as it intends to retain all earnings to provide funds for the operation and expansion of its business. Further, our revolving credit agreement restricts our ability to pay dividends or other distributions on our common stock.
 
Sales of Unregistered Securities; Repurchases of Securities
 
We did not make any sales of unregistered securities during 2007. On August 8, 2007, our Board of Directors approved a common stock repurchase program authorizing up to $50.0 million of our outstanding shares to be repurchased over a six-month period. As of December 31, 2007, we had repurchased 2,174,828 shares for approximately $39.3 million under this authorization, and we did not repurchase any additional shares prior to the expiration of this authorization in February 2008.
 
The following table summarizes the purchase of equity securities for the three-months ended December 31, 2007.
 
                                 
                      (d) Maximum Number
 
                      (or Approximate
 
                      Dollar Value) of
 
                      Shares That May Yet
 
    (2) Total
          (c) Total Number of
    be Purchased Under
 
    Number of
    (b) Average
    Shares Purchased as
    the Plans or
 
    Shared
    Price Paid per
    Part of Publicly
    Programs (In
 
Period
  Purchased     Share(2)     Announced Plans(1)     Thousands)  
 
October 2007
    1,610,087     $ 17.20       1,610,087     $ 15,605  
November 2007
    285,506     $ 17.15       285,506     $ 10,698  
December 2007
                    $ 10,698  
                                 
Fourth Quarter Total
    1,895,593               1,895,593          
                                 
 
 
(1) On August 9, 2007, we announced our intention to repurchase up to $50.0 million of our common stock over a period of six months in open-market purchases or in privately negotiated transactions in compliance with applicable securities laws and regulations. This program was announced in a press release filed as an exhibit to our Form 8-K filed on August 10, 2007.
 
(2) The weighted average price paid per shares of common stock does not include the cost of commissions.
 
Equity Compensation Plan Information
 
Information regarding Mobile Mini’s equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled “Equity Compensation Plan Information” in Mobile Mini’s Notice of Annual Meeting of Shareowners and Proxy Statement, to be filed within 120 days after December 31, 2007, which information is incorporated herein by reference.

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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.
 
The following graph compares the cumulative total return on our capital stock with the cumulative total returns (assuming reinvestment of dividends) on the Standard and Poor’s SmallCap 600 and the Nasdaq Composite Index if $100 were invested in our common stock and each index on December 31, 2002.
 
STOCK PERFORMANCE GRAPH
Mobile Mini, Inc.
At December 31, 2007
 
Total Return Performance
 
(PERFORMANCE GRAPH)
 
                                                 
    Period Ended December 31,
Index   2002   2003   2004   2005   2006   2007
Mobile Mini, Inc. 
  $ 100.00     $ 125.85     $ 210.85     $ 302.49     $ 343.84     $ 236.63  
                                                 
Standard & Poor’s SmallCap 600
  $ 100.00     $ 138.79     $ 170.22     $ 183.30     $ 211.01     $ 210.38  
                                                 
Nasdaq Stock Market Index (U.S.)
  $ 100.00     $ 149.52     $ 162.72     $ 166.18     $ 182.57     $ 197.98  
                                                 
 
 
* Total Return Based on $100 Initial Investment & Reinvestment of Dividends


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ITEM 6.   SELECTED FINANCIAL DATA.
 
The following table shows our selected consolidated historical financial data for the stated periods. Amounts include the effect of rounding. You should read this material with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related footnotes included elsewhere in this Report.
 
On February 22, 2006, our Board of Directors approved a two-for-one stock split in the form of a 100 percent stock dividend effected on March 10, 2006. Per share amounts, share amounts and weighted numbers of shares outstanding give effect for this two-for-one stock split in the Selected Financial Data tables for all periods presented.
 
                                         
    Year Ended December 31,  
    2003     2004     2005     2006     2007  
    (In thousands, except per share and operating data)  
 
Consolidated Statements of Income Data:
                                       
Revenues:
                                       
Leasing
  $ 128,482     $ 149,856     $ 188,578     $ 245,105     $ 284,638  
Sales
    17,248       17,919       17,499       26,824       31,644  
Other
    838       566       1,093       1,434       2,020  
                                         
Total revenues
    146,568       168,341       207,170       273,363       318,302  
                                         
Costs and expenses:
                                       
Cost of sales
    11,487       11,352       10,845       17,186       21,651  
Leasing, selling and general expenses
    80,124       90,696       109,257       139,906       166,994  
Florida litigation expense
    8,502                          
Depreciation and amortization
    10,026       11,427       12,854       16,741       21,149  
                                         
Total costs and expenses
    110,139       113,475       132,956       173,833       209,794  
                                         
Income from operations
    36,429       54,866       74,214       99,530       108,508  
Other income (expense):
                                       
Interest income
    2             11       437       101  
Other income
                3,160              
Interest expense
    (16,299 )     (20,434 )     (23,177 )     (23,681 )     (24,906 )
Debt restructuring/extinguishment expense
    (10,440 )                 (6,425 )     (11,224 )
Foreign currency exchange gain
                      66       107  
                                         
Income before provision for income taxes
    9,692       34,432       54,208       69,927       72,586  
Provision for income taxes
    3,780       13,773       20,220       27,151       28,410  
                                         
Net income
  $ 5,912     $ 20,659     $ 33,988     $ 42,776     $ 44,176  
                                         
Earnings per share:
                                       
Basic
  $ 0.21     $ 0.71     $ 1.14     $ 1.25     $ 1.24  
                                         
Diluted
  $ 0.20     $ 0.70     $ 1.10     $ 1.21     $ 1.22  
                                         
Weighted average number of common and common share equivalents outstanding:
                                       
Basic
    28,625       28,974       29,867       34,243       35,489  
Diluted
    28,925       29,565       30,875       35,425       36,296  
Other Data:
                                       
EBITDA(1)
  $ 46,457     $ 66,293     $ 90,239     $ 116,774     $ 129,865  
Net cash provided by operating activities
    40,690       40,322       69,249       76,884       91,299  
Net cash used in investing activities
    (55,269 )     (80,508 )     (113,275 )     (192,763 )     (138,682 )
Net cash provided by financing activities
    12,730       40,555       43,282       116,966       48,427  
Operating Data:
                                       
Number of branches (at year end)
    47       48       51       62       66  
Lease fleet units (at year end)
    89,542       100,727       116,317       149,615       160,116  
Lease fleet covenant utilization (annual average)
    78.7 %     80.7 %     82.9 %     82.7 %     79.6 %
Lease revenue growth from prior year
    10.6 %     16.6 %     25.8 %     30.0 %     16.1 %
Operating margin
    24.9 %     32.6 %     35.8 %     36.4 %     34.1 %
Net income margin
    4.0 %     12.3 %     16.4 %     15.6 %     13.9 %
 


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    At December 31,  
    2003     2004     2005     2006     2007  
    (In thousands)  
 
Consolidated Balance Sheet Data:
                                       
Lease fleet, net
  $ 383,672     $ 454,106     $ 550,464     $ 697,439     $ 802,923  
Total assets
    515,080       592,146       704,957       900,030       1,028,851  
Total debt
    240,610       277,044       308,585       302,045       387,989  
Stockholders’ equity
    189,293       216,369       267,975       442,004       457,890  
 
Reconciliation of EBITDA to net cash provided by operating activities, the most directly comparable GAAP measure:
 
                                         
    Year Ended December 31,  
    2003     2004     2005     2006     2007  
    (In thousands)  
 
EBITDA(1)
  $ 46,457     $ 66,293     $ 90,239     $ 116,774     $ 129,865  
Senior Note redemption premiums
                      (4,987 )     (8,926 )
Interest paid
    (8,841 )     (19,254 )     (21,727 )     (24,770 )     (27,896 )
Income and franchise taxes paid
    (298 )     (372 )     (495 )     (733 )     (797 )
Provision for loss from natural disasters
                1,710              
Share-based compensation expense
                19       3,066       4,028  
Gain on sale of lease fleet units
    (1,601 )     (2,277 )     (3,529 )     (4,922 )     (5,560 )
Loss on disposal of property, plant and equipment
    44       604       704       454       203  
Gain on sale of short-term investments
    (59 )                        
Change in certain assets and liabilities, net of effect of business acquired:
                                       
Receivables
    327       (3,309 )     (5,371 )     (6,580 )     (2,119 )
Inventories
    (1,781 )     (2,178 )     (4,823 )     628       (610 )
Deposits and prepaid expenses
    (3,132 )     (669 )     (480 )     (1,446 )     (1,754 )
Other assets and intangibles
    (35 )     37       (19 )     (4 )     318  
Accounts payable and accrued liabilities
    9,609       1,447       13,021       (596 )     4,547  
                                         
Net cash provided by operating activities
  $ 40,690     $ 40,322     $ 69,249     $ 76,884     $ 91,299  
                                         
 
Reconciliation of net income to EBITDA:
 
                                         
    Year Ended December 31,  
    2003     2004     2005     2006     2007  
    (In thousands except percentages)  
 
Net income
  $ 5,912     $ 20,659     $ 33,988     $ 42,776     $ 44,176  
Interest expense
    16,299       20,434       23,177       23,681       24,906  
Income taxes
    3,780       13,773       20,220       27,151       28,410  
Depreciation and amortization
    10,026       11,427       12,854       16,741       21,149  
Debt restructuring/extinguishment expense
    10,440                   6,425       11,224  
                                         
EBITDA(1)
  $ 46,457     $ 66,293     $ 90,239     $ 116,774     $ 129,865  
                                         
EBITDA margin(2)
    31.7 %     39.4 %     43.6 %     42.7 %     40.8 %
                                         
 
 
(1) EBITDA, as further discussed below, is defined as net income before interest expense, income taxes, depreciation and amortization, and debt restructuring or extinquishment expense. We present EBITDA because we believe it provides useful information regarding our ability to meet our future debt payment requirements,

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capital expenditures and working capital requirements and that it provides an overall evaluation of our financial condition. In addition, EBITDA is a component of certain financial covenants under our revolving credit facility and is used to determine our available borrowing ability and the interest rate in effect at any point in time.
 
EBITDA has certain limitations as an analytical tool and should not be used as a substitute for net income, cash flows, or other consolidated income or cash flow data prepared in accordance with generally accepted accounting principles in the United States or as a measure of our profitability or our liquidity. In particular, EBITDA, as defined does not include:
 
  •  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 — EBITDA, as defined, does not reflect income taxes or the requirements for any tax payments.
 
  •  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.
 
When evaluating EBITDA as a performance measure, and excluding the above-noted charges, all of which have material limitations, investors should consider, among other factors, the following:
 
  •  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.
 
Because EBITDA, as defined, excludes some but not all items that affect our cash flow from operating activities, EBITDA may not be comparable to a similarly titled performance measure presented by other companies.
 
(2) EBITDA margin is calculated as EBITDA divided by total revenues expressed as a percentage.


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Selected Consolidated Quarterly Financial Data (unaudited):
 
The following table sets forth certain unaudited selected consolidated financial information for each of the four quarters in fiscal 2006 and 2007. Certain amounts include the effects of rounding. You should read this material with the financial statements and related footnotes included elsewhere in this Report. Mobile Mini believes these comparisons of consolidated quarterly selected financial data are not necessarily indicative of future performance.
 
                                 
    2006  
    First Quarter     Second Quarter     Third Quarter     Fourth Quarter  
    (In thousands, except per share data)  
 
Revenues:
                               
Leasing
  $ 51,534     $ 59,331     $ 65,595     $ 68,645  
Sales
    4,528       6,590       8,071       7,635  
Other
    358       377       323       376  
                                 
Total revenues
    56,420       66,298       73,989       76,656  
                                 
Costs and expenses:
                               
Cost of sales
    2,914       4,152       5,109       5,011  
Leasing, selling and general expenses
    29,996       33,849       37,310       38,751  
Depreciation and amortization
    3,588       4,004       4,380       4,769  
                                 
Total costs and expenses
    36,498       42,005       46,799       48,531  
                                 
Income from operations
    19,922       24,293       27,190       28,125  
Other income (expense):
                               
Interest income
    51       372       9       5  
Interest expense
    (6,446 )     (5,740 )     (5,693 )     (5,802 )
Debt extinguishment expense
          (6,425 )            
Foreign currency exchange
          (51 )     (1 )     118  
                                 
Income before provision for income taxes
    13,527       12,449       21,505       22,446  
Provision for income tax
    5,323       4,791       8,615       8,422  
                                 
Net income
  $ 8,204     $ 7,658     $ 12,890     $ 14,024  
                                 
Earnings per share:
                               
Basic
  $ 0.27     $ 0.22     $ 0.36     $ 0.39  
                                 
Diluted
  $ 0.26     $ 0.21     $ 0.35     $ 0.38  
                                 
 


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    2007  
    First Quarter     Second Quarter     Third Quarter     Fourth Quarter  
    (In thousands, except per share data)  
 
Revenues:
                               
Leasing
  $ 66,053     $ 70,362     $ 73,982     $ 74,241  
Sales
    6,654       7,538       8,691       8,761  
Other
    313       350       809       548  
                                 
Total revenues
    73,020       78,250       83,482       83,550  
                                 
Costs and expenses:
                               
Cost of sales
    4,459       5,160       5,975       6,057  
Leasing, selling and general expenses
    36,838       40,335       44,693       45,128  
Depreciation and amortization
    4,891       5,113       5,581       5,564  
                                 
Total costs and expenses
    46,188       50,608       56,249       56,749  
                                 
Income from operations
    26,832       27,642       27,233       26,801  
Other income (expense):
                               
Interest income
    8       29       34       30  
Interest expense
    (5,953 )     (6,100 )     (6,241 )     (6,612 )
Debt extinguishment expense
          (11,224 )            
Foreign currency exchange
          (1 )     54       54  
                                 
Income before provision for income taxes
    20,887       10,346       21,080       20,273  
Provision for income taxes
    8,190       4,015       8,376       7,829  
                                 
Net income
  $ 12,697     $ 6,331     $ 12,704     $ 12,444  
                                 
Earnings per share:
                               
Basic
  $ 0.36     $ 0.18     $ 0.35     $ 0.36  
                                 
Diluted
  $ 0.35     $ 0.17     $ 0.35     $ 0.36  
                                 
 
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 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.”
 
The following discussion takes into account our acquisition on April 28, 2006, of the Royal Wolf Companies. The operations acquired are included in our operating results for the twelve months ended December 31, 2007 and 2006. Only eight months of results of these acquired operations are included in the operating results for the twelve months ended December 31, 2006. As a result of this acquisition, we added two new locations in California, six locations in the United Kingdom and a branch in The Netherlands. We also consolidated operations at 10 locations in the United States where there was branch overlap as a result of the acquisition. The results of operations for 2007 also include the four acquisitions and one start up location that we completed in 2007.
 
Overview
 
General
 
We derive most of our revenues from the leasing of portable storage containers and portable offices. The average North America intended lease term at lease inception is approximately 10 months for portable storage units

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and approximately 13 months for portable offices. In Europe, our customers historically had been on a month to month basis. Our European operations have been transitioning to our business leasing model, and as a result, 40% of our European leases at December 31, 2007 have intended lease terms at lease inception of approximately 7 months for portable storage units. In 2007, the company wide over-all lease term averaged 27 months for portable storage units and 22 months for portable offices. As a result of these long average lease terms, our leasing business tends to provide us with a recurring revenue stream and minimizes fluctuations in revenues. However, there is no assurance that we will maintain such lengthy overall lease terms.
 
In addition to our leasing business, we also sell portable storage containers and occasionally we sell portable office units. Our sales revenues as a percentage of total revenues have represented 9.9% of revenues in 2007. Our European subsidiaries, which in 2007 derived approximately 31.6% of their revenues from container sales, have been transitioned to our leasing business model, but sales continue to be a large part of their revenues for the time being.
 
Mobile Mini has grown through both internally generated growth and acquisitions, which we use to gain a presence in new markets. Typically, we enter a new market through the acquisition of the business of a smaller local competitor and then apply our business model, which is usually much more customer service and marketing focused than the business we are buying or its competitors in the market. If we cannot find a desirable acquisition opportunity in a market we wish to enter, we establish a new location from the ground up. As a result, a new branch location will typically have fairly low operating margins during its early years, but as our marketing efforts help us penetrate the new market and we increase the number of units on rent at the new branch, we take advantage of operating efficiencies to improve operating margins at the branch and typically reach company average levels after several years. When we enter a new market, we incur certain costs in developing an infrastructure. For example, advertising and marketing costs will be incurred and certain minimum staffing levels and certain minimum levels of delivery equipment will be put in place regardless of the new market’s revenue base. Once we have achieved revenues during any period that are sufficient to cover our fixed expenses, we generate high margins on incremental lease revenues. Therefore, each additional unit rented in excess of the break-even level, contributes significantly to profitability. Conversely, additional fixed expenses that we incur require us to achieve additional revenue as compared to the prior period to cover the additional expense.
 
From 2003 through 2005, we had not entered into as many new markets as we had in the earlier years or as we did in 2006 and 2007, resulting in less downward pressure on our operating margins. With the entry into eleven new markets in 2006, particularly the seven branches that operate in Europe, we added fixed costs to develop new branch infrastructure in 2006 and 2007. These additional costs include branch office and yard locations, marketing and advertising programs, delivery equipment, Enterprise Resource Planning system and staffing requirements. These expenses put some pressure on our operating margins in the fourth quarter of 2006, and more pressure in 2007. This infrastructure will enable the new branches to complete the transition to our leasing business model, which should lead to more revenue growth and then slowly start increasing operating margins as we start realizing the benefits from incremental lease revenues. We also have to staff our European headquarters that processes and tracks all of their leasing, sales and accounting transactions for consolidation with our North America operations.
 
Among the external factors we examine to determine the direction of our business is the level of non-residential construction activity, especially in areas of the country where we have a significant presence. Customers in the construction industry represented approximately 43% and 40% of our units on rent at December 31, 2007 and 2006, respectively, and because of the degree of operating leverage we have, increases or declines in non-residential construction activity can have a significant effect on our operating margins and net income. In 2007, after three years of very strong growth in non residential construction activity in the U.S, the growth rate in this sector began to moderate and the level of our construction related business began to slowdown in certain geographic areas, particularly in the southeast and southwest. We were able to offset a portion of these economic effects by continuing to gain market share for certain of our products, particularly our manufactured containers and portable offices, and by rapidly growing our base in Europe and certain geographic areas in the U.S. We believe that the uncertainty and caution that is apparent in the financial markets in the early part of 2008, particularly as market conditions affect the availability of credit to finance construction projects, could continue to exert downward pressure on the levels of non-residential construction activity. In late 2007 and early 2008, we notice a slowdown in the southeast and southwest regions. This could have a material effect upon our results of operations.


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In managing our business, we focus on our growth in leasing revenues, particularly in existing markets where we can take advantage of the operating leverage inherent in our business model. Mobile Mini’s goal is to maintain a high growth rate so that revenue growth will exceed inflationary growth in expenses.
 
We are a capital-intensive business, so in addition to focusing on earnings per share, we focus on adjusted EBITDA to measure our results. We calculate this number by first calculating EBITDA, which we define as net income before interest expense, debt restructuring or extinguishment expense, provision for income taxes, depreciation and amortization. This measure eliminates the effect of financing transactions that we enter into on an irregular basis based on capital needs and market opportunities, and this measure provides us with a means to track internally generated cash from which we can fund our interest expense and our lease fleet growth. In comparing EBITDA from year to year, we typically further adjust EBITDA to ignore the effect of what we consider non-recurring events not related to our core business operations to arrive at what we define as adjusted EBITDA. The non-recurring events reflected in the adjusted EBITDA are the effect in 2003 of our Florida litigation expense, which was concluded in 2003, and, in 2005, for losses incurred related to Hurricane Katrina and the proceeds received from a third party related to a settlement agreement in connection with the Florida litigation. In 2006, with the adoption of SFAS No. 123(R), when we calculated adjusted EBITDA, we also excluded share-based compensation expense in comparing adjusted EBITDA to other periods. Under APB Opinion No. 25, we did not recognize compensation expense in connection with stock option awards in years prior to 2006. Because EBITDA is a non- GAAP financial measure, as defined by the SEC, we include in this Report reconciliations of EBITDA to the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. These reconciliations are included in Item 6, “Selected Financial Data”.
 
In managing our business, we routinely compare our adjusted EBITDA margins from year to year and based upon age of branch. We define this margin as adjusted EBITDA divided by our total revenues, expressed as a percentage. We use this comparison, for example, to study internally the effect that increased costs have on our margins. As capital is invested in our established branch locations, we achieve higher adjusted EBITDA margins on that capital than we achieve on capital invested to establish a new branch, because our fixed costs are already in place in connection with the established branches. The fixed costs are those associated with yard and delivery equipment, as well as advertising, sales, marketing and office expenses. With a new market or branch, we must first fund and absorb the startup costs for setting up the new branch facility, hiring and developing the management and sales team and developing our marketing and advertising programs. A new branch will have low adjusted EBITDA margins in its early years until the number of units on rent increases. Because of our high operating margins on incremental lease revenue, which we realize on a branch by branch basis when the branch achieves leasing revenues sufficient to cover the branch’s fixed costs, leasing revenues in excess of the break-even amount produce large increases in profitability. Conversely, absent significant growth in leasing revenues, the adjusted EBITDA margin at a branch will remain relatively flat on a period by period comparative basis.
 
Accounting and Operating Overview
 
Our leasing revenues include all rent and ancillary revenues we receive for our portable storage, combination storage/office and mobile office units. Our sales revenues include sales of these units to customers. Our other revenues consist principally of charges for the delivery of the units we sell. Our principal operating expenses are (1) cost of sales; (2) leasing, selling and general expenses; and (3) depreciation and amortization, primarily depreciation of the portable storage units and portable offices in our lease fleet. Cost of sales is the cost of the units that we sold during the reported period and includes both our cost to buy, transport, refurbish and modify used ocean-going containers and our cost to manufacture portable storage units and other structures. Leasing, selling and general expenses include among other expenses, advertising and other marketing expenses, real property lease expenses, commissions, repair and maintenance costs of our lease fleet and transportation equipment and corporate expenses for both our leasing and sales activities. Annual repair and maintenance expenses on our leased units over the last three years have averaged approximately 4.3% of lease revenues and are included in leasing, selling and general expenses. We expense our normal repair and maintenance costs as incurred (including the cost of periodically repainting units).
 
Our principal asset is our lease fleet, which has historically maintained value close to its original cost. The steel units in our lease fleet (other than van trailers) are depreciated on the straight-line method using an estimated useful


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life of 25 years, after the date the unit is placed in service, with an estimated residual value of 62.5%. The depreciation policy is supported by our historical lease fleet data which shows that we have been able to obtain comparable rental rates and sales prices irrespective of the age of our container lease fleet. Our wood mobile office units are depreciated over 20 years to 50% of original cost. Van trailers, which constitute a small part of our fleet, are depreciated over 7 years to a 20% residual value. Van trailers, which are only added to the fleet as a result of acquisitions of portable storage businesses, are of much lower quality than storage containers and consequently depreciate more rapidly. See “Item 1. Business — Product Lives and Durability”.
 
Our expansion program and other factors can affect our overall utilization rate. During the last five years, our annual utilization levels averaged 80.8%, and ranged from a low of 78.7% in 2003 to a high of 82.9% in 2005. Our utilization level averaged 79.6% during 2007. Since 1996, we have increased our total lease fleet from 13,600 units to 160,100 units, representing a CAGR of 25.1%.
 
Results of Operations
 
The following table shows the percentage of total revenues represented by the key items that make up our statements of income; certain amounts may not add due to rounding:
 
                                         
    Year Ended December 31,  
    2003     2004     2005     2006     2007  
 
Revenues:
                                       
Leasing
    87.7 %     89.0 %     91.0 %     89.7 %     89.4 %
Sales
    11.8       10.7       8.5       9.8       9.9  
Other
    0.5       0.3       0.5       0.5       0.7  
                                         
Total revenues
    100.0       100.0       100.0       100.0       100.0  
                                         
Costs and expenses:
                                       
Cost of sales
    7.8       6.7       5.2       6.3       6.8  
Leasing, selling and general expenses
    54.7       53.9       52.8       51.2       52.5  
Florida litigation expense
    5.8                          
Depreciation and amortization
    6.8       6.8       6.2       6.1       6.6  
                                         
Total costs and expenses
    75.1       67.4       64.2       63.6       65.9  
                                         
Income from operations
    24.9       32.6       35.8       36.4       34.1  
Other income (expense):
                                       
Interest income
                      0.2        
Other income
                1.6              
Interest expense
    (11.1 )     (12.1 )     (11.2 )     (8.7 )     (7.8 )
Debt restructuring expense
    (7.2 )                 (2.4 )     (3.5 )
Foreign currency exchange gain
                             
                                         
Income before provision for income taxes
    6.6       20.5       26.2       25.5       22.8  
Provision for income taxes
    2.6       8.2       9.8       9.9       8.9  
                                         
Net income
    4.0 %     12.3 %     16.4 %     15.6 %     13.9  
                                         
 
Twelve Months Ended December 31, 2007 Compared to Twelve Months Ended December 31, 2006
 
Total revenues in 2007 increased $44.9 million, or 16.4%, to $318.3 million from $273.4 million in 2006. Leasing of portable storage units and portable offices accounted for approximately 89.4% of total revenues during 2007. Leasing revenues in 2007 increased $39.5 million, or 16.1%, to $284.6 million from $245.1 million in 2006. This increase resulted from a 5.2% increase in the average rental yield per unit, a 10.4% increase in the average number of units on lease and 0.5% increase due to favorable exchange rates, in each case as compared to the same period in 2006. The increase in yield resulted from an increase in average rental rates over the prior year, an increase


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in revenue for ancillary rental services, such as delivery charges and continued change in the mix of units being added to our fleet. We have added more premium containers and portable wood offices to the lease fleet in recent periods for which we obtain higher rental rates than basic storage units. The portable offices we have added to our lease fleet in recent quarters have on average been larger units that command high rents. These higher lease rates were partially offset by lower rental rates on units added through acquisitions that continue on lease, including Europe, which on the average are smaller, were not refurbished and were primarily storage containers rather than portable offices. In 2007, our leasing revenue growth rate was 16.1% as compared to 30.0% in 2006. The leasing revenue growth rate during the four quarters of 2007 was 28.2%, 18.6%, 12.8% and 8.2%, respectively. The fourth quarter growth rate was negatively impacted by several factors, including the general slowdown in non-residential construction during the second half of 2007 and a planned significant reduction in our seasonal storage business compared to 2006 levels. We opened four new branches in 2007: two new locations in the United States and two in Canada. We also completed another acquisition in 2007 in which we consolidated the acquired business operations into our existing Pensacola, Florida operations. Our sales of portable storage and office units accounted for 9.9% in 2007 and 9.8% in 2006, of our total revenues. Other revenues, primarily related to our sales business and principally arising from transportation charges for the delivery of units sold and the sale of ancillary products represented 0.7% of total revenues in 2007 and 0.5% in 2006. Our revenues from the sale of portable storage units increased $4.8 million, or 18.0%, to $31.6 million in 2007 from $26.8 million in 2006. This increase is primarily related to the higher level of sales activity at our newer locations both in the United States and especially in Europe which only had eight months reported in 2006. Our leasing business continues to be our primary focus and leasing revenues have become the predominant part of our revenue mix over the past several years. We expect this trend to continue as our European branches scale down their sales activity and trend to our leasing business model.
 
Cost of sales are the costs related to our sales revenue only. Cost of sales as a percentage of sales revenue increased to 68.4% in 2007 from 64.1% in 2006. The decrease in the 2007 gross margin results in large part from the additional sales associated with our European operations where many of our units are sold at wholesale and sales margins tend to be lower than in the U.S.
 
Leasing, selling and general expenses increased $27.1 million, or 19.4%, to $167.0 million in 2007 from $139.9 million in 2006. Leasing, selling and general expenses, as a percentage of total revenues, were 52.5% and 51.2% in 2007 and 2006, respectively. In 2007, our margins were affected by the costs associated with developing infrastructure to support our United Kingdom operations, higher delivery and freight costs, employee stock-based compensation expense, higher fleet repair and maintenance expense, and expenses that vary in relation to revenue growth. We generally anticipate that a new branch will first achieve a positive operating margin after approximately 12 months of operations. In the United Kingdom, this ramp up was more pronounced than our historical experience, because the operating model of our predecessor featured outsourced storage yards and third-party delivery equipment. Consequently we needed to acquire properties from which to operate our branches, delivery equipment with which to operate our business, and sales employees to drive demand for our products. During 2007, delivery and freight costs, including fuel, increased by $4.4 million over 2006, as fuel prices increased and we used more third-party vendors for the transportation of our units, particularly our modular office units (increased costs were passed on to customers in the form of higher delivery and pick-up charges). Included in leasing, selling and general expense is approximately $4.0 million and $3.1 million in 2007 and 2006, respectively, of expenses related to share-based compensation in accordance with SFAS No. 123(R), which became effective for us on January 1, 2006. In addition, the other major increases in leasing, selling and general expenses for 2007 were: (1) repairs on our lease fleet, including costs related to our office units, increased by $5.0 million due to costs associated with repairing hurricane damaged units and a larger number of mobile offices maintaining our higher overall utilization and repairs and maintenance of delivery and other equipment increased by $1.3 million principally as a result of our preventative maintenance programs and general repairs associated with servicing a larger lease fleet and (2) payroll and related expenses increased by $10.0 million and included increased commissions paid on increased revenues as well as general wage increases.
 
EBITDA increased $13.1 million, or 11.2%, to $129.9 million in 2007 from $116.8 million in 2006.
 
Depreciation and amortization expenses increased $4.4 million, or 26.3%, to $21.1 million in 2007 from $16.7 million in 2006. The higher depreciation expense is primarily due to the growth in our lease fleet over the prior year to meet increased demand of our products and included the depreciation of units acquired through


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acquisitions in both 2006 and 2007. It also includes the depreciation expenses associated with the portable storage units added to the lease fleet during 2007 and the inclusion in the lease fleet of additional wood modular offices which have a higher depreciation rate than our steel units. Also, in 2006 and 2007, depreciation expense includes the related depreciation on the additions to property, plant and equipment, primarily trucks, forklifts and trailers, to support the lease fleet growth, and the customized enterprise resource planning system to enhance our reporting environment. This increase in our lease fleet enabled us to achieve our higher lease revenues. Since December 31, 2006, our lease fleet cost basis for depreciation increased by $118.5 million. See “Critical Accounting Policies and Estimates” within this Item 7.
 
Interest expense increased $1.2 million, or 5.2%, to $24.9 million in 2007 from $23.7 million in 2006. Our monthly weighted average debt outstanding during 2007, compared to 2006, increased 14.2% while our average borrowing rate declined slightly in 2007, compared to the prior year level. In 2007, we redeemed $97.5 million of our 9.5% Senior Notes and issued $150.0 million of 6.875% Senior Notes, that were issued at 99.548% of par. In 2006, we paid down $52.5 million of our higher interest rate 9.5% Senior Notes. During 2007, we invested $110.6 million in net additions to our lease fleet and $9.7 million in acquisitions. These additions were funded through cash flow from operations and additional borrowings. The monthly weighted average interest rate on our debt was 7.0% for 2007 compared to 7.6% for 2006, excluding amortization of debt issuance costs. Taking into account the amortization of debt issuance costs, the monthly weighted average interest rate was 7.3% in 2007 and 7.9% in 2006. Our weighted average interest rate is lower, in part, because we redeemed our higher interest rate 9.5% Senior Notes in May 2007. See “Liquidity and Capital Resources” within this Item 7.
 
Debt extinguishment expense for the 2007 period resulted from the write-off of the remaining unamortized deferred loan costs and the redemption premium on $97.5 million aggregate principal amount of outstanding 9.5% Senior Notes redeemed in the second quarter of 2007. For the 2006 period, this expense represents the portion of deferred loan costs and the redemption premium on $52.5 million aggregate principal amount of the 9.5% Senior Notes redeemed in May 2006.
 
Provision for income taxes was based on an annual effective tax rate of 39.1% for 2007 as compared to an annual effective tax rate of 38.8% for 2006. Our 2007 consolidated tax provision includes the expected tax rates for our operations in the United States, Canada, United Kingdom and The Netherlands. The 2006 tax provision includes a $0.3 million tax benefit due to the recognition of certain state net operating loss carryforwards that were previously scheduled to expire in 2006. At December 31, 2007, we had a federal net operating loss carryforward of approximately $78.2 million, which expires if unused from 2018 to 2027. In addition, we had net operating loss carryforwards in the various states in which we operate. We believe, based on internal projections, that we will generate sufficient taxable income needed to realize the corresponding federal and state deferred tax assets to the extent they are recorded as deferred tax assets in our balance sheet.
 
Net income in 2007 was $44.2 million, as compared to $42.8 million in 2006. Our 2007 net income results were primarily achieved by our 16.4% increase in revenues and the operating leverage associated with this growth. These increases were partially offset by the $11.2 million, ($6.9 million after tax), charge for debt extinguishment expense related to the redemption of our outstanding 9.5% Senior Notes. Our 2006 net income was partially offset by the $6.4 million ($3.9 million after tax), tax debt extinquishment expenses related to the partial redemption of our 9.5% Senor Notes and includes a $0.3 million tax benefit due to the expected recognition of certain state net operating loss carryforwards.
 
Twelve Months Ended December 31, 2006 Compared to Twelve Months Ended December 31, 2005
 
Total revenues in 2006 increased $66.2 million, or 32.0%, to $273.4 million from $207.2 million in 2005. Leasing of portable storage units and portable offices accounted for approximately 89.7% of total revenues during 2006. Leasing revenues in 2006 increased $56.5 million, or 30.0%, to $245.1 million from $188.6 million in 2005. This increase resulted from a 3.2% increase in the average rental yield per unit, a 26.7% increase in the average number of units on lease and 0.1% increase due to favorable exchange rates, in each case as compared to the same period in 2005. The increase in yield resulted from an increase in average rental rates over the prior year and an increase in revenue for ancillary rental services, such as delivery charges. An increase in the mix of premium units having higher rental rates which we added to our fleet was offset by lower rental rates on units added through


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acquisitions, especially in Europe, which on the average are smaller, were not refurbished and were primarily storage containers rather than portable offices. Excluding our European operations, our average rental yield per unit increased 5.5% in 2006 compared to 2005. In 2006, our lease revenue growth rate was 30.0% as compared to 25.8% in 2005. We opened eleven new branches through acquisitions in 2006: four in the United States, six in the United Kingdom and one in The Netherlands. We also completed another acquisition in 2006 in which we consolidated the acquired business operations into our existing Pensacola, Florida operations. Our sales of portable storage and office units accounted for 9.8% and 8.5% in 2006 and 2005, respectively, of our total revenues. Other revenues, primarily related to our sales business and principally arising from transportation charges for the delivery of units sold and the sale of ancillary products represented 0.5% of total revenues in both 2006 and 2005. Our revenues from the sale of portable storage units increased $9.3 million, or 53.3%, to $26.8 million in 2006 from $17.5 million in 2005. This increase is primarily related to the higher level of sales activity at our newer locations both in the United States and especially in Europe. Our leasing business continues to be our primary focus and leasing revenues have become the predominant part of our revenue mix over the past several years.
 
Cost of sales are the costs related to our sales revenue only. Cost of sales as a percentage of sales revenue increased to 64.1% in 2006 from 62.0% in 2005. Our gross margin was at a higher-than-typical level during both periods. The slight decrease in the 2006 gross margin results from our European operations where many of our units were sold at wholesale.
 
Leasing, selling and general expenses increased $30.6 million, or 28.1%, to $139.9 million in 2006 from $109.3 million in 2005. Leasing, selling and general expenses, as a percentage of total revenues, were 51.2% and 52.8% in 2006 and 2005, respectively. Included in this expense for 2006, is approximately $3.1 million of expenses related to share-based compensation in accordance with SFAS No. 123(R), which became effective for us on January 1, 2006. The 2005 expense amount includes $1.7 million related to Hurricane Katrina. Excluding these items, our leasing, selling and general expenses would have increased by $29.3 million, or 27.2%, to $136.8 million in 2006, as compared to $107.5 million in 2005. As the markets we entered in the past few years have continued to mature and as their revenues have increased to cover our fixed expenses at those locations, those markets have produced high margins on incremental lease revenues. Each additional unit on lease in excess of the break-even level contributes significantly to profitability. Over the next year, we anticipate our leasing, selling and general expenses will increase modestly as we add more infrastructure to the seven European and four United States branches acquired in 2006, to support their transformation to our business model. In addition to the share-based compensation expense, the major increase in leasing, selling and general expenses for 2006 were: (1) payroll and related expenses increased by $11.3 million and included the increase in commissions we paid our sales personnel related to the $66.2 million increase in revenues and general wage increases for over 1,900 employees who support the growth of our leasing activities; (2) delivery and freight costs, including fuel, increased by $8.6 million as fuel prices increased and we used more third-party vendors for the transportation of our units, particularly our modular office units (increased costs were passed on to customers in the form of higher delivery and pick-up charges); (3) repairs on our lease fleet, including costs related to our office units, increased by $2.6 million due to our increased maintenance efforts associated with maintaining our higher overall utilization rates and the higher cost associated with maintaining mobile offices; and (4) repairs and maintenance of delivery and other equipment increased by $1.0 million principally as a result of our preventative maintenance programs and general repairs associated with servicing a larger lease fleet.
 
EBITDA increased $26.6 million, or 29.4%, to $116.8 million in 2006 from $90.2 million in 2005. EBITDA, adjusted to exclude $3.1 million of share-based compensation expense in 2006 and Hurricane Katrina expenses of $1.7 million and $3.2 million of other income in 2005, increased $31.0 million, or 35.0%, to $119.8 million in 2006 as compared to $88.8 million in 2005.
 
Depreciation and amortization expenses increased $3.8 million, or 30.2%, to $16.7 million in 2006 from $12.9 million in 2005. The higher depreciation expense is primarily due to the growth in our lease fleet over the prior year to meet increased demand of our products and included the depreciation or units acquired through acquisitions in 2006. It also includes the depreciation expenses associated with the refurbishment of portable storage units added to the lease fleet during 2006 and the inclusion in the lease fleet of additional wood modular offices which have a higher depreciation rate than our steel units. Also, in 2006, depreciation expense includes the related depreciation on the additions to property, plant and equipment, primarily trucks, forklifts and trailers, to


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support the lease fleet growth, and the customized enterprise resource planning system to enhance our reporting environment. This increase in our lease fleet enabled us to achieve our higher lease revenues. Since December 31, 2005, our lease fleet cost basis for depreciation increased by $157.8 million. See “Critical Accounting Policies and Estimates” within this Item 7.
 
Other income in 2005, represents net proceeds of a settlement agreement pursuant to which a third party reimbursed us for a portion of losses sustained in two lawsuits that arose in connection with the acquisition in April 2000 of a portable storage business in Florida.
 
Interest expense increased $0.5 million, or 2.2%, to $23.7 million in 2006 from $23.2 million in 2005. Our monthly weighted average debt outstanding during 2006, compared to 2005, was virtually unchanged due to our equity offering. This slight increase in interest expense in 2006 resulted primarily from higher interest rates on our variable rate line of credit, which was offset by the interest savings resulting from the redemption of $52.5 million of our 9.5% Senior Notes in May 2006. During 2006, we invested $122.6 million in net additions to our lease fleet and $59.5 million in acquisitions. These additions were funded through cash flow from operations, use of a portion of the proceeds of an equity offering, and additional borrowings. The monthly weighted average interest rate on our debt was 7.6% for both 2006 and 2005, excluding amortization of debt issuance costs. Taking into account the amortization of debt issuance costs, the monthly weighted average interest rate was 7.9% to both 2006 and 2005. Our weighted average interest rate is slightly higher in 2006 primarily due to higher LIBOR rates in effect during 2006, partially offset by lower spreads from LIBOR on our line of credit due to our improved leverage ratio. In addition, our weighted average interest rate is reduced as a larger percentage of our borrowing comes from our lower rate revolving line of credit. Interest costs include interest related to our Senior Notes that bear interest at 9.5% per annum, which was higher than the average borrowing rate under our revolving credit facility.
 
Debt extinguishment expense in the 2006 period represents the portion of deferred loan costs and the redemption premium on 35% of the $150.0 million aggregate principal amount of outstanding Senior Notes that we redeemed in May 2006.
 
Provision for income taxes was based on an annual effective tax rate of 38.8% for 2006 as compared to an annual effective tax rate of 37.3% for 2005. Our 2006 consolidated tax provision includes the expected tax rates for our operations in the United States, Canada, United Kingdom and The Netherlands. The tax provision rate for 2006 was slightly higher than in 2005, due to permanent differences increasing for the expense relating to incentive stock options as a result of the adoption of SFAS No. 123(R). The 2006 tax provision includes a $0.3 million tax benefit due to the recognition of certain state net operating loss carryforwards that were previously scheduled to expire in 2006, that management expects to recover with 2006 taxable income. The 2005 tax provision includes a $0.7 million tax benefit due to the recognition of certain state net operating loss carryforwards that were previously scheduled to expire in 2005 and 2006. At December 31, 2006, we had a federal net operating loss carryforward of approximately $47.0 million, which expires if unused from 2021 to 2026. In addition, we had net operating loss carryforwards in the various states in which we operate. We believe, based on internal projections, that we will generate sufficient taxable income needed to realize the corresponding federal and state deferred tax assets to the extent they are recorded as deferred tax assets in our balance sheet.
 
Net income in 2006 was $42.8 million, as compared to $34.0 million in 2005. Our 2006 net income results were primarily achieved by our 32.0% increase in revenues and the operating leverage associated with this growth, and includes a $0.3 million tax benefit discussed above. These increases were partially offset by the $3.1 million, ($2.3 million after tax), charge for share-based compensation and the $6.4 million ($3.9 million after tax) for debt extinguishment expense related to the partial redemption of our Senior Notes. Our 2005 net income includes the proceeds from a settlement agreement of $3.2 million ($1.9 million after tax), $1.7 million ($1.0 million after tax) expenses related to Hurricane Katrina, and a $0.7 million tax benefit due to the expected recognition of certain state net operating loss carryforwards.


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Liquidity and Capital Resources
 
Liquidity Summary
 
Most of our capital needs are discretionary and are used principally to acquire additional units for our lease fleet. Leasing is a capital-intensive business that requires us to acquire assets before they generate revenues, cash flow and earnings. The assets which we lease have very long useful lives and require relatively little recurrent maintenance expenditures. Most of the capital we deploy into our leasing business has been used to expand our operations geographically, to increase the number of units available for lease at our leasing locations, and to add to the mix of products we offer. During recent years our operations have generated annual cash flow that exceeds our pre-tax earnings, particularly due to the deferral of income taxes caused by accelerated depreciation that is used for tax accounting.
 
During the second quarter of 2007, we redeemed $97.5 million principal amount of our issued and outstanding 9.5% Senior Notes due 2013. On May 7, 2007, we completed the offering of our $150.0 million principal amount 6.875% Senior Notes due 2015, issued at 99.548% of par value, through a private placement to institutional investors. Subsequently, the private placement notes were exchanged for a like amount of Senior Notes with identical terms pursuant to an exchange offer registered under the Securities Act of 1933. We received net proceeds of approximately $146.3 million, after underwriters’ discounts and commissions, from our issuance of the $150.0 million 6.875% Senior Notes. We used these proceeds to redeem the $97.5 million principal balance of our 9.5% Senior Notes, and paid accrued interest, transaction costs and the redemption premium (approximately $8.8 million) on the 9.5% Senior Notes. We used the remaining net proceeds of approximately $33.2 million to repay borrowings under our revolving line of credit.
 
On May 7, 2007, we amended our senior secured revolving line of credit to provide a $425.0 million revolving credit facility, which is scheduled to mature in May 2012. We may also, at our option and without lenders’ consent, increase available borrowings under the revolving credit facility by an additional $75.0 million during the term of the agreement.
 
During the past two years, our capital expenditures and acquisitions have been funded by our operating cash flow, an offering of shares of our common stock in March 2006, which provided us approximately $120.3 million of net proceeds, our May 2007 offering of Senior Notes, and borrowings under our revolving credit facility. Our operating cash flow is, in general, weakest during the first quarter of each fiscal year, when customers who leased containers for holiday storage return the units. At December 31, 2007, we had unused borrowing availability of approximately $183.7 million under our revolving credit facility. Our net borrowings outstanding under our revolving credit facility increased by $34.2 million, from $203.7 million at December 31, 2006 to $237.9 million at December 31, 2007. The net additional borrowings, which were offset by the $33.2 million paydown of our revolving credit agreement in May 2007 utilizing a portion of the proceeds of the Senior Note issuance, were used, in conjunction with cash provided by operating activities, to fund the $126.7 million of additions to our lease fleet, purchase property, plant and equipment of $18.5 million, to fund the purchase price related to acquisitions in 2007 totaling $9.7 million and to repurchase $39.3 million of our common stock. As of February 22, 2008, borrowings outstanding under our revolving credit facility were approximately $234.9 million.
 
Operating Activities.  Our operations provided net cash flow of $91.3 million in 2007 as compared to $76.9 million in 2006 and $69.2 million in 2005. The $14.4 million increase in 2007 over 2006 in cash provided by operating activities, in addition to increased pre-tax income and the related deferral of the income taxes, included the increase of a non-cash charge of $1.0 million related to share-based compensation expense, and a $0.9 million increase in non-cash debt extinguishment expense relating to the redemption of our 9.5% Senior Notes. In 2007, cash provided by operating activities was negatively affected by the $8.9 million premium paid in connection with redeeming $97.5 million of our 9.5% Senior Notes. In 2006, cash provided by operating activities was negatively affected by the $5.0 million premium paid in connection with redeeming 35% of our 9.5% Senior Notes, while in 2005 cash provided by operating activities was positively influenced by the receipt of $3.2 million of other income. Additionally, in 2007, cash provided by operating activities was negatively impacted by increases in accounts receivable which was due to the general growth in our leasing activities by an increase in our sales activity related to our newly acquired European operations, and by an increase in deposits and prepaid expenses. In 2005, accounts payable increased by $8.6 million, while in 2006, accounts payable decreased $2.1 million primarily due to the


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timing of vendor payment requirements. Cash provided by operating activities is enhanced by the deferral of most income taxes due to the rapid tax depreciation rate of our assets and our federal and state net operating loss carryforwards. At December 31, 2007, we had a federal net operating loss carryforward of approximately $78.2 million and a net deferred tax liability of $123.5 million.
 
Investing Activities.  Net cash used in investing activities was $138.7 million in 2007, $192.8 million in 2006 and $113.3 million in 2005. In 2007, $9.7 million of cash was paid for acquisition of businesses, compared to $59.5 million in 2006 and $7.0 million in 2005. Capital expenditures for our lease fleet, net of proceeds from sale of lease fleet units, were $110.6 million in 2007, $122.6 million in 2006 and $100.0 million in 2005. Capital expenditures decreased almost 10% in 2007, with the decrease occurring primarily in the fourth quarter 2007 due to the economic slow down. Additions to the lease fleet included refurbishment of prior acquisition units and our steel and wood offices. During the past several years we have increased the customization of our fleet, enabling us to differentiate our product from our competitors’ product, and we have complimented our lease fleet by adding wood mobile offices. Capital expenditures for property, plant and equipment, net of proceeds from any sale of property, plant and equipment, were $18.4 million in 2007, $10.7 million in 2006 and $6.4 million in 2005. The $12.3 million net increase for property, plant and equipment, of which $7.3 million was spent in Europe, was primarily for new delivery equipment and forklifts at our newer branches and additional hardware and software in conjunction with our upgraded computer information systems. The amount of cash that we use during any period in investing activities is almost entirely within management’s discretion. Mobile Mini has no contracts or other arrangements pursuant to which we are required to purchase a fixed or minimum amount of goods or services in connection with any portion of our business. Maintenance capital expenditures is the cost to replace old forklifts, trucks and trailers that we use to move and deliver our products to our customers, and for enhancements to our computer information systems. Our maintenance capital expenditures were approximately $0.8 million in 2007, $0.8 million in 2006 and $1.9 million in 2005.
 
Financing Activities.  Net cash provided by financing activities was $48.4 million in 2007, $117.0 million in 2006 and $43.3 million in 2005. In 2006, we received approximately $120.3 million in net proceeds from the Equity Offering and we redeemed $52.5 million (or 35% of the aggregate outstanding principal balance) of our 9.5% Senior Notes. During 2006, in addition to our Equity Offering, we relied on cash provided by operations as well as our revolving credit facility to provide the additional capital needed to fund the growth of our lease fleet and to complete certain acquisitions. Additionally, we received $5.6 million, $5.2 million and $11.7 million from the exercises of employee stock options and the related tax benefits in 2007, 2006 and 2005, respectively. As of December 31, 2007, we had $237.9 million of borrowings outstanding under our revolving credit facility, and approximately $183.7 million of additional borrowings were available to us under the facility. As of February 22, 2008, our borrowings outstanding under our revolving credit facility were approximately $234.9 million.
 
Loans under our revolving credit facility bear interest at a rate based, at our option and subject to our leverage ratio, on either (1) the prime rate plus a spread ranging from -0.25% (negative) to 0.25%, or (2) LIBOR, plus a spread ranging from 1.25% to 2.00%. The interest rate spread from the LIBOR rate and prime rate is measured at the end of each quarter. Interest on outstanding borrowings is payable monthly or, with respect to LIBOR borrowings, either quarterly or on the last day of the applicable interest period (whichever is more frequent). In addition to paying interest on any outstanding principal amount, we pay an unused revolving credit facility fee to the senior lenders equal to a range of 0.25% to 0.375% per annum on the unused daily balance of the revolving credit commitment, payable monthly in arrears, based upon the actual number of days elapsed in a 360 day year. For each letter of credit we issue, we pay (i) a per annum fee equal to the margin over the LIBOR rate from time to time in effect, (ii) a fronting fee on the aggregate outstanding stated amounts of such letters of credit, plus (iii) customary administrative charges.
 
All of our obligations under the revolving credit facility are guaranteed jointly and severally by each of our subsidiaries. The revolving credit facility and the related guarantees are secured by substantially all of our assets and all assets of each guarantor, including but not limited to (i) a first-priority pledge of all of the outstanding capital stock or other ownership interest owned by us and each guarantor and (ii) first-priority security interests in all of our tangible and intangible assets and the tangible and intangible assets of each guarantor (in each case, other than certain equipment assets subject to capitalized lease obligations). As of December 31, 2007, we had minor capital lease obligations relating to office equipment.


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Our revolving credit agreement imposes some material covenants that restrict us in the conduct of our business, although certain covenants are inapplicable in whole or in part as long as we are not in default under the agreement and we maintain borrowing availability in excess of certain pre-determined levels. If our borrowing availability is below a specified level, the revolving credit facility triggers covenants restricting (or in some cases, further restricting) our ability to, among other things: (i) declare cash dividends, or redeem or repurchase our capital stock in excess of $10.0 million; (ii) prepay, redeem or purchase other debt; (iii) incur liens; (iv) make loans and investments; (v) incur additional indebtedness; (vi) amend or otherwise alter debt and other material agreements; (vii) make capital expenditures; (viii) engage in mergers, acquisitions and asset sales; (ix) transact with affiliates; and (x) alter the business we conduct. We also must comply with specified financial covenants and affirmative covenants. Should we fall below specified borrowing availability levels, then these financial covenants would set maximum permitted values for our leverage ratio, fixed charge coverage ratio and our minimum required utilization rates. Our compliance with financial covenants is measured as of the last day of each fiscal quarter. Under the terms of the revolving credit facility agreement, we were in compliance with all the covenants at December 31, 2007.
 
Events of default under the revolving credit facility include, but are not limited to, (i) our failure to timely pay principal or interest under the facility when due, (ii) our material breach of any representations or warranty, (iii) covenant defaults, (iv) events of bankruptcy, (v) cross default under certain other debt instruments, (vi) certain unsatisfied final judgments over a stated threshold amount, and (vii) a change of control.
 
At December 31, 2007, we had five interest rate swap agreements for a total of $125.0 million of debt. Two of these agreements (covering a total of $50 million of debt) expire during February 2008. We entered into interest rate swap agreements that effectively fixed the interest rate so that the rate is payable based upon a spread from fixed rates, rather than a spread from the LIBOR rate. At December 31, 2007, $275.1 million of our outstanding indebtedness bears interest at fixed rates (or the rate is effectively fixed due to a swap agreement), and approximately $112.9 million of borrowings under our credit facility are variable rate. Accounting for these swap agreements is covered by Statement of Financial Accounting Standard (SFAS) No. 133.
 
We believe we have sufficient borrowings available under the $425.0 million revolving credit facility to provide for our normal capital needs for the next 12 to 36 months, with the duration dependent in large part upon the balance between the internal growth rates achieved during 2007 and subsequent periods and the expenses of entering into additional markets during the period, which will be the main determinant of how quickly we use our additional borrowing capacity under the revolving credit facility.
 
With the closing of the definitive merger agreement announced in February 2008, we will have secured a $1.0 billion asset-based revolving credit facility to allow for increased borrowing capability after paying merger costs and repayment of indebtedness.
 
Contractual Obligations and Commitments
 
Our contractual obligations primarily consist of our outstanding balance under our secured revolving credit facility and $97.5 million of Senior Notes, together with other unsecured notes payable obligations and small obligations under capital leases. We also have operating lease commitments for: (1) real estate properties for the majority of our branches with remaining lease terms on our major leased properties ranging from 1 to 11 years; (2) delivery, transportation and yard equipment, typically under a five-year lease with purchase options at the end of the lease term at a stated or fair market value price; and (3) other equipment, primarily office machines.
 
At December 31, 2007, in connection with the issuance of our insurance policies, we provided certain insurance carriers with approximately $3.4 million in letters of credit and an agreement under which we are contingently responsible for $2.9 million in order to provide credit support for our payment of the deductibles and/or loss limitation reimbursements under the insurance policies.
 
We currently do not have any obligations under purchase agreements or commitments. Historically, we enter into capitalized lease obligations from time to time to purchase delivery, transportation and yard equipment and currently have small commitments recorded as capital leases relating to some office equipment.


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The table below provides a summary of our contractual commitments as of December 31, 2007. The operating lease amounts include certain real estate leases that expire in 2008, but have lease renewal options that we currently anticipate to exercise in 2008 at the end of the initial lease period.
 
                                         
    Payments Due by Period  
          Less Than
                More Than
 
    Total     1 Year     1-3 Years     3-5 Years     5 Years  
    (In thousands)  
 
Revolving credit facility
  $ 237,857     $     $     $ 237,857     $  
Scheduled interest payment obligations under our revolving credit facility(1)
    64,299       14,788       29,577       19,934        
Senior Notes
    150,000                         150,000  
Scheduled interest payment obligations under our Senior Notes(2)
    77,344       10,313       20,625       20,625       25,781  
Other long-term debt
    743       743                    
Scheduled interest payment obligations under our long-term debt(2)
    14       14                    
Obligations under capital leases
    10       8       2              
Scheduled interest payment obligations under capital leases(3)
    1       1                    
Operating leases
    48,904       10,325       16,707       9,442       12,430  
                                         
Total contractual obligations
  $ 579,172     $ 36,192     $ 66,911     $ 287,858     $ 188,211  
                                         
 
 
(1) Scheduled interest rate obligations under our revolving credit facility were calculated using our weighted average rate of 6.2% at December 31, 2007. 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 two capital leases were calculated using imputed rates of 6.5% and 13.6%.
 
Off-Balance Sheet Transactions
 
Mobile Mini does not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on Mobile Mini’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
Seasonality
 
Demand from some of our customers is somewhat seasonal. Demand for leases of our portable storage units by large retailers is stronger from September through December because these retailers need to store more inventories for the holiday season. Our retail customers usually return these leased units to us early in the following year. This causes lower utilization rates for our lease fleet and a marginal decrease in cash flow during the first quarter of the year. Over the last few years, we have reduced the percentage of our units we reserve for this seasonal business from the levels we allocated in earlier years, decreasing our seasonality.
 
Critical Accounting Policies, Estimates and Judgments
 
Our significant accounting policies are disclosed in Note 1 to our consolidated financial statements. The following discussion addresses our most critical accounting policies, some of which require significant judgment.


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Mobile Mini’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period. These estimates and assumptions are based upon our evaluation of historical results and anticipated future events, and these estimates may change as additional information becomes available. The Securities and Exchange Commission defines critical accounting policies as those that are, in management’s view, most important to our financial condition and results of operations and those that require significant judgments and estimates. Management believes that our most critical accounting policies relate to:
 
Revenue Recognition.  Lease and leasing ancillary revenues and related expenses generated under portable storage units and office units are recognized on a straight-line basis. Revenues and expenses from portable storage unit delivery and hauling are recognized when these services are earned, in accordance with SAB No. 104. We recognize revenues from sales of containers and mobile office units upon delivery when the risk of loss passes, the price is fixed and determinable and collectibility is reasonably assured. We sell our products pursuant to sales contracts stating the fixed sales price with our customers.
 
Share-Based Compensation.  Prior to fiscal 2007, we accounted for stock-based compensation plans under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25. Effective January 1, 2006, we adopted the provisions of SFAS 123(R) using the modified-prospective-transition method. SFAS 123(R) requires companies to recognize the fair-value of stock-based compensation transactions in the statement of income. The fair value of our stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes valuation calculation requires us to estimate key assumptions such as future stock price volatility, expected terms, risk-free rates and dividend yield. Expected stock price volatility is based on the historical volatility of our stock. We use historical data to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is derived from an analysis of historical exercises and remaining contractual life of stock options, and represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. We have never paid cash dividends, and do not currently intend to pay cash dividends, and thus have assumed a 0% dividend yield. If our actual experience differs significantly from the assumptions used to compute our stock-based compensation cost, or if different assumptions had been used, we may have recorded too much or too little stock-based compensation cost. For stock options and nonvested share awards subject solely to service conditions, we recognize expense using the straight-line attribution method. For nonvested share awards subject to service and performance conditions, we are required to assess the probability that such performance conditions will be met. If the likelihood of the performance condition being met is deemed probable, we will recognize the expense using accelerated attribution method. In addition, for both stock options and nonvested share awards, we are required to estimate the expected forfeiture rate of our stock grants and only recognize the expense for those shares expected to vest. If the actual forfeiture rate is materially different from our estimate, our stock-based compensation expense could be materially different. We had approximately $4.7 million of total unrecognized compensation costs related to stock options at December 31, 2007 that are expected to be recognized over a weighted-average period of 1.9 years and $11.5 million of total unrecognized compensation costs related to nonvested share awards at December 31, 2007 that are expected to be recognized over a weighted-average period of 4.0 years. See Note 9 to the Consolidated Financial Statement for a further discussion on stock-based compensation.


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Allowance for Doubtful Accounts.  We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We establish and maintain reserves against estimated losses based upon historical loss experience and evaluation of past due accounts agings. Management reviews the level of the allowances for doubtful accounts on a regular basis and adjusts the level of the allowances as needed. If we were to increase the factors used for our reserve estimates by 25%, it would have the following approximate effect on our net income and diluted earnings per share at December 31, as follows:
 
                 
    Years Ended December 31,  
    2006     2007  
    (In thousands except per share data)  
 
As reported:
               
Net income
  $ 42,776     $ 44,176  
Diluted earnings per share
  $ 1.21     $ 1.22  
As adjusted for hypothetical change in reserve estimates:
               
Net income
  $ 42,083     $ 43,893  
Diluted earnings per share
  $ 1.19     $ 1.21  
 
If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
 
Impairment of Goodwill  We assess the impairment of goodwill and other identifiable intangibles on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Some factors we consider important which could trigger an impairment review include the following:
 
  •  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.
 
Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, we operate on one reportable segment, which is comprised of three reporting units with the addition of our European operations. We perform an annual impairment test on goodwill using the two-step process prescribed in SFAS No. 142. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. In addition, we will perform impairment tests during any reporting period in which events or changes in circumstances indicate that an impairment may have incurred. We performed the required impairment tests for goodwill as of December 31, 2007 and determined that goodwill is not impaired and it is not necessary to record any impairment losses related to goodwill. We will continue to perform this test in the future as required by SFAS No. 142.
 
Impairment of Long-Lived Assets.  We review property, plant and equipment and intangibles with finite lives (those assets resulting from acquisitions) for impairment when events or circumstances indicate these assets might be impaired. We test impairment using historical cash flows and other relevant facts and circumstances as the primary basis for its estimates of future cash flows. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, whether due to new information or other factors, we may be required to record impairment charges for these assets.
 
Depreciation Policy.  Our depreciation policy for our lease fleet uses the straight-line method over our units’ estimated useful life, after the date that we put the unit in service. Our steel units are depreciated over 25 years with an estimated residual value of 62.5%. Wood offices units are depreciated over 20 years with an estimated residual value of 50%. Van trailers, which are a small part of our fleet, are depreciated over 7 years to a 20% residual value. Van trailers are only added to the fleet as a result of acquisitions of portable storage businesses.
 
In 2004, we modified our depreciation policy on our steel units to increase the useful life to 25 years (from 20 years), and to decrease the residual value to 62.5% (from 70%), which effectively resulted in continued depreciation on steel units for five additional years at the same annual rate (1.5%). This change was made to reflect


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that some of our steel units have now been in our lease fleet longer than 20 years and these units continue to be effective income producing assets that do not show signs of reaching the end of their useful life. The depreciation policy is supported by our historical lease fleet data that shows we have been able to retain comparable rental rates and sales prices irrespective of the age of the unit in our container lease fleet.
 
We periodically review our depreciation policy against various factors, including the results of our lenders’ independent appraisal of our lease fleet, practices of the larger competitors in our industry, profit margins we are achieving on sales of depreciated units and lease rates we obtain on older units. If we were to change our depreciation policy on our steel units from 62.5% residual value and a 25-year life to a lower or higher residual and a shorter or longer useful life, such change could have a positive, negative or neutral effect on our earnings, with the actual effect being determined by the change. For example, a change in our estimates used in our residual values and useful life on our steel units would have the following approximate effect on our net income and diluted earnings per share as reflected in the table below.
 
                                 
          Useful
             
    Residual
    Life in
             
    Value     Years     2006     2007  
    (In thousands except per share data)  
 
As Reported:
    62.5 %     25                  
Net income
                  $ 42,776     $ 44,176  
Diluted earnings per share
                  $ 1.21     $ 1.22  
As adjusted for change in estimates:
    70 %     20                  
Net income
                  $ 42,776     $ 44,176  
Diluted earnings per share
                  $ 1.21     $ 1.22  
As adjusted for change in estimates:
    50 %     20                  
Net income
                  $ 39,595     $ 41,380  
Diluted earnings per share
                  $ 1.12     $ 1.14  
As adjusted for change in estimates:
    40 %     40                  
Net income
                  $ 42,776     $ 44,176  
Diluted earnings per share
                  $ 1.21     $ 1.22  
As adjusted for change in estimates:
    30 %     25                  
Net income
                  $ 38,641     $ 40,541  
Diluted earnings per share
                  $ 1.09     $ 1.12  
As adjusted for change in estimates:
    25 %     25                  
Net income
                  $ 38,004     $ 39,982  
Diluted earnings per share
                  $ 1.07     $ 1.10  
 
Insurance Reserves.  Our worker’s compensation, auto and general liability insurance are purchased under large deductible programs. Our current per incident deductibles are: worker’s compensation $250,000, auto $250,000 and general liability $100,000. We provide for the estimated expense relating to the deductible portion of the individual claims. However, we generally do not know the full amount of our exposure to a deductible in connection with any particular claim during the fiscal period in which the claim is incurred and for which we must make an accrual for the deductible expense. We make these accruals based on a combination of the claims development experience of our staff and our insurance companies, and, at year end, the accrual is reviewed and adjusted, in part, based on an independent actuarial review of historical loss data and using certain actuarial assumptions followed in the insurance industry. A high degree of judgment is required in developing these estimates of amounts to be accrued, as well as in connection with the underlying assumptions. In addition, our assumptions will change as our loss experience is developed. All of these factors have the potential for significantly impacting the amounts we have previously reserved in respect of anticipated deductible expenses, and we may be required in the future to increase or decrease amounts previously accrued.
 
Contingencies.  We are a party to various claims and litigation in the normal course of business. Management’s current estimated range of liability related to various claims and pending litigation is based on claims for


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which our management can determine that it is probable (as that term is defined in SFAS No. 5) that a liability has been incurred and the amount of loss can be reasonably estimated. Because of the uncertainties related to both the probability of incurred and possible range of loss on pending claims and litigation, management must use considerable judgment in making reasonable determination of the liability that could result from an unfavorable outcome. As additional information becomes available, we will assess the potential liability related to our pending litigation and revise our estimates. Such revisions in our estimates of the potential liability could materially impact our results of operation. We do not anticipate the resolution of such matters known at this time will have a material adverse effect on our business or consolidated financial position.
 
Deferred Taxes.  In preparing our consolidated financial statements, we recognize income taxes in each of the jurisdictions in which we operate. For each jurisdiction, we estimate the actual amount of taxes currently payable or receivable as well as deferred tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. In determining the amount of the valuation allowance, we consider estimated future taxable income as well as feasible tax planning strategies in each jurisdiction. If we determine that we will not realize all or a portion of our deferred tax assets, we will increase our valuation allowance with a charge to income tax expense or offset goodwill if the deferred tax asset was acquired in a business combination. Conversely, if we determine that we will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced with a credit to income tax expense except if the valuation allowance was created in conjunction with a tax asset in a business combination.
 
At December 31, 2007, we have a $1.1 million valuation allowance and have $36.7 million of deferred tax assets included within the net deferred tax liability on our balance sheet. The majority of deferred tax asset relates to federal net operating loss carryforwards that have future expiration dates. Management currently believes that adequate future taxable income will be generated through future operations and/or through available tax planning strategies to recover these assets. However, given that these loss carryforwards that give rise to the deferred tax asset expire over 10 years beginning in 2018, there could be changes in management’s judgment in future periods with respect to the recoverability of these assets. As of December 31, 2007, management believes that it is more likely than not that the unreserved portion of these deferred tax assets will be recovered.
 
Recent Accounting Pronouncements
 
In June 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. We adopted this interpretation as of January 1, 2007. Adoption of FIN 48 did not have a material effect on our results of operations or financial condition.
 
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are in the process of determining the effect, if any, that the adoption of SFAS No. 157 will have on our consolidated financial statements.
 
On February 15, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). Under this Standard, we may elect to report financial instruments and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings. This election is irrevocable. SFAS No. 159 provides an opportunity to mitigate volatility in reported earnings that is caused by


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measuring hedged assets and liabilities that were previously required to use a different accounting method than the related hedging contracts when the complex provisions of SFAS No. 133 hedge accounting are not met. SFAS No. 159 is effective for years beginning after November 15, 2007. We are currently evaluating the potential impact of adopting this Standard.
 
In June 2007, the FASB ratified the Emerging Issues Task Force (EITF) consensus on EITF Issue No. 06-11, Accounting for Income Tax Benefits on Dividends on Share-based Payment Awards. This EITF indicates tax benefits of dividends on unvested restricted stock are to be recognized in equity as an increase in the pool of excess tax benefits. If the related awards are forfeited or are no longer expected to vest, then the benefits are to be reclassified from equity to the income statement. The EITF is effective for fiscal years beginning after December 15, 2007. We do not expect the adoption of EITF Issue No. 06-11 will have a material effect on our results of operations or financial condition.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-due fair value with limited exceptions. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. This statement is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the potential impact of the adoption of SFAS No. 141R on our results of operations or financial condition.
 
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements (an amendment of Accounting Research Bulletin (ARB 51)) (SFAS No. 160). SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 becomes effective beginning January 1, 2009. Presently, there are no non-controlling interests in any of the Company’s consolidated subsidiaries, therefore, we do not expect the adoption of SFAS No. 160 to have a significant impact on our results of operations or financial conditions.
 
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Interest Rate Swap Agreement.  We seek to reduce earnings and cash flow volatility associated with changes in interest rates through a financial arrangement intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged.
 
Interest rate swap agreements are the only instruments we use to manage interest rate fluctuations affecting our variable rate debt. At December 31, 2007, we had five interest rate swap agreements under which we pay a fixed rate and receive a variable interest rate on $125.0 million of debt. In 2007, in accordance with SFAS No. 133, comprehensive income included a charge of $1.3 million, net of income tax benefit of $0.8 million, related to the fair value of our interest rate swap agreements. We enter into derivative financial arrangements only to the extent that the arrangement meets the objectives described, and we do not engage in such transactions for speculative purposes.
 
The following table sets forth the scheduled maturities and the total fair value of our debt portfolio:
 
                                                                 
                                        Total at
    Total Fair Value
 
    At December 31,     December 31,
    at December 31,
 
    2008     2009     2010     2011     2012     Thereafter     2007     2007  
    (In thousands, except percentages)  
 
Debt:
                                                               
Fixed rate
  $ 751     $ 1     $ 1           $     $ 150,000     $ 150,753     $ 137,251  
Average interest rate
                                                    6.87 %        
Floating rate(1)
  $     $     $     $     $ 237,857     $     $ 237,857     $ 237,857  
Average interest rate
                                                    6.22 %        
Operating leases:
  $ 10,325     $ 9,407     $ 7,300     $ 5,601     $ 3,841     $ 12,430     $ 48,904          


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(1) Included in our floating rate line of credit facility are $125.0 million of fixed-rate swap agreements with a weighted average interest rate of 5.41% that mature between 2008 and 2010.
 
Impact of Foreign Currency Rate Changes.  We currently have branch operations outside the United States and we bill those customers primarily in their local currency which is subject to foreign currency rate changes. Our operations in Canada are billed in the Canadian Dollar, operations in the United Kingdom are billed in Pound Sterling and operations in The Netherlands are billed in the Eurodollar. We are exposed to foreign exchange rate fluctuations as the financial results of our non-United States operations are translated into U.S. Dollars. The impact of foreign currency rate changes has historically been insignificant with our Canadian operations, but we have more exposure to volatility with our European operations. In order to help minimize our exchange rate gain and loss volatility, we finance our European entities through our revolving line of credit which allows us to also borrow those funds in Pound Sterling denominated debt.


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ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
 
         
    49  
    50  
    52  
    53  
    54  
    55  
    56  


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Management’s Report on Internal Control Over Financial Reporting
 
To the Shareholders of Mobile Mini, Inc.,
 
The management of Mobile Mini, Inc., is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, our controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
 
Under the supervision and with the participation of management, with the exception as noted above, we assessed the effectiveness of our internal control over financial reporting based on the criteria in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria in Internal Control — Integrated Framework, we concluded that our internal control over financial reporting was effective as of December 31, 2007.
 
The effectiveness of our internal control over financial reporting as of December 31, 2007 has been audited by Ernst & Young LLP, an Independent Registered Public Accounting Firm, as stated in their report which is included herein.
 
/s/  Steven G. Bunger
Steven G. Bunger
Chief Executive Officer
Mobile Mini, Inc.
 
/s/  Lawrence Trachtenberg
Lawrence Trachtenberg
Executive Vice President and
Chief Financial Officer
Mobile Mini, Inc.


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Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders
Mobile Mini, Inc.
 
We have audited Mobile Mini, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Mobile Mini, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, Mobile Mini, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Mobile Mini, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007 of Mobile Mini, Inc. and our report dated February 28, 2008 expressed an unqualified opinion thereon.
 
/s/  ERNST & YOUNG LLP
 
Phoenix, Arizona
February 28, 2008


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Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders
Mobile Mini, Inc.
 
We have audited the accompanying consolidated balance sheets of Mobile Mini, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. Our audit also included the financial statement schedule listed in Item 15(a)(2). These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mobile Mini, Inc. at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.
 
As discussed in Note 1 to the consolidated financial statements, Mobile Mini, Inc. changed its method of accounting for share-based payments in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004) on January 1, 2006.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Mobile Mini, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2008 expressed an unqualified opinion thereon.
 
/s/  Ernst & Young LLP
 
Phoenix, Arizona
February 28, 2008


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MOBILE MINI, INC.
 
CONSOLIDATED BALANCE SHEETS
(In thousands except per share data)
 
                 
    December 31,  
    2006     2007  
 
ASSETS
Cash
  $ 1,370     $ 3,703  
Receivables, net of allowance for doubtful accounts of $5,008 and $3,933, respectively
    34,953       37,221  
Inventories
    27,863       29,431  
Lease fleet, net
    697,439       802,923  
Property, plant and equipment, net
    43,072       55,363  
Deposits and prepaid expenses
    9,553       11,334  
Other assets and intangibles, net
    9,324       9,086  
Goodwill
    76,456       79,790  
                 
Total assets
  $ 900,030     $ 1,028,851  
                 
Liabilities:
               
Accounts payable
  $ 18,928     $ 20,560  
Accrued liabilities
    39,546       38,941  
Line of credit
    203,729       237,857  
Notes payable
    781       743  
Obligations under capital leases
    35       10  
Senior notes, net of discount of $0 and $621 at December 31, 2006 and December 31, 2007, respectively
    97,500       149,379  
Deferred income taxes
    97,507       123,471  
                 
Total liabilities
    458,026       570,961  
                 
Commitments and contingencies
               
Stockholders’ equity:
               
Common stock; $0.01 par value, 95,000 shares authorized, 35,898 and 34,573 issued and outstanding at December 31, 2006 and December 31, 2007, respectively
    359       367  
Additional paid-in capital
    268,456       278,593  
Retained earnings
    169,718       213,894  
Accumulated other comprehensive income
    3,471       4,336  
Treasury stock, at cost, 2,175 shares
          (39,300 )
                 
Total stockholders’ equity
    442,004       457,890  
                 
Total liabilities and stockholders’ equity
  $ 900,030     $ 1,028,851  
                 
 
See accompanying notes.


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MOBILE MINI, INC.
 
CONSOLIDATED STATEMENTS OF INCOME
 
                         
    For the Years Ended December 31,  
    2005     2006     2007  
    (In thousands except per share data)  
 
Revenues:
                       
Leasing
  $ 188,578     $ 245,105     $ 284,638  
Sales
    17,499       26,824       31,644  
Other
    1,093       1,434       2,020  
                         
Total revenues
    207,170       273,363       318,302  
                         
Costs and expenses:
                       
Cost of sales
    10,845       17,186       21,651  
Leasing, selling and general expenses
    109,257       139,906       166,994  
Depreciation and amortization
    12,854       16,741       21,149  
                         
Total costs and expenses
    132,956       173,833       209,794  
                         
Income from operations
    74,214       99,530       108,508  
Other income (expense):
                       
Interest income
    11       437       101  
Other income
    3,160              
Interest expense
    (23,177 )     (23,681 )     (24,906 )
Debt extinguishment expense
          (6,425 )     (11,224 )
Foreign currency exchange gains
          66       107  
                         
Income before provision for income taxes
    54,208       69,927       72,586  
Provision for income taxes
    20,220       27,151       28,410  
                         
Net income
  $ 33,988     $ 42,776     $ 44,176  
                         
Earnings per share:
                       
Basic
  $ 1.14     $ 1.25     $ 1.24  
                         
Diluted
  $ 1.10     $ 1.21     $ 1.22  
                         
Weighted average number of common and common share equivalents outstanding:
                       
Basic
    29,867       34,243       35,489  
                         
Diluted
    30,875       35,425       36,296  
                         
 
See accompanying notes.


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MOBILE MINI, INC.
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the years ended December 31, 2005, 2006 and 2007
 
                                                                 
                                  Accumulated
             
    Shares of
          Additional
    Deferred
          Other
             
    Common
    Common
    Paid-In
    Stock-Based
    Retained
    Comprehensive
    Treasury
    Stockholders’
 
    Stock     Stock     Capital     Compensation     Earnings     Income (Loss)     Stock     Equity  
    (In thousands)  
 
Balance, December 31, 2004
    29,366     $ 294     $ 122,787     $     $ 92,954     $ 334     $     $ 216,369  
Net income
                            33,988                   33,988  
Market value change in derivatives, (net of income tax expense of $434)
                                  679             679  
Foreign currency translation, (net of income tax expense of $75)
                                  117             117  
                                                                 
Comprehensive income
                                                          34,784  
Exercise of stock options, (including income tax benefit of $5,061)
    1,155       11       16,792                               16,803  
Restricted stock grants
    97       1       2,276       (2,277 )                        
Amortization of restricted stock
                      19                         19  
                                                                 
Balance, December 31, 2005
    30,618       306       141,855       (2,258 )     126,942       1,130             267,975  
Net income
                            42,776                   42,776  
Market 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             2,464  
                                                                 
Comprehensive income
                                                          45,117  
Issuance of common stock
    4,600       46       120,322                               120,368  
Exercise of stock options
    499       5       5,113                               5,118  
Tax 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                               3,431  
                                                                 
Balance, December 31, 2006
    35,898       359       268,456             169,718       3,471             442,004  
Net income
                            44,176                   44,176  
Market 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             2,158  
                                                                 
Comprehensive income
                                              45,041  
Exercise of stock options
    519       5       5,602                               5,607  
Tax 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                               4,584  
                                                                 
Balance, December 31, 2007
    34,573     $ 367     $ 278,593     $     $ 213,894     $ 4,336     $ (39,300 )   $ 457,890  
                                                                 
 
See accompanying notes.


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MOBILE MINI, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                         
    For the Years Ended December 31,  
    2005     2006     2007  
    (In thousands)  
 
Cash Flows From Operating Activities:
                       
Net income
  $ 33,988     $ 42,776     $ 44,176  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Debt extinguishment expense
          1,438       2,298  
Provision for doubtful accounts
    3,036       4,538       1,869  
Provision for loss from natural disasters
    1,710              
Amortization of deferred financing costs
    829       840       985  
Share-based compensation expense
    19       3,066       4,028  
Depreciation and amortization
    12,854       16,741       21,149  
Gain on sale of lease fleet units
    (3,529 )     (4,922 )     (5,560 )
Loss on disposal of property, plant and equipment
    704       454       203  
Deferred income taxes
    20,097       26,407       27,356  
Foreign currency exchange gains
          (66 )     (107 )
Changes in certain assets and liabilities, net of effect of businesses acquired:
                       
Receivables
    (8,407 )     (11,118 )     (3,988 )
Inventories
    (4,823 )     628       (610 )
Deposits and prepaid expenses
    (480 )     (1,446 )     (1,754 )
Other assets and intangibles
    (19 )     (4 )     318  
Accounts payable
    8,581       (2,088 )     2,691  
Accrued liabilities
    4,689       (360 )     (1,755 )
                         
Net cash provided by operating activities
    69,249       76,884       91,299  
                         
Cash Flows From Investing Activities:
                       
Cash paid for businesses acquired
    (7,021 )     (59,475 )     (9,734 )
Additions to lease fleet, excluding acquisitions
    (109,540 )     (135,883 )     (126,733 )
Proceeds from sale of lease fleet units
    9,505       13,327       16,181  
Additions to property, plant and equipment
    (6,433 )     (10,882 )     (18,522 )
Proceeds from sale of property, plant and equipment
    57       150       126  
Change in other assets
    157              
                         
Net cash used in investing activities
    (113,275 )     (192,763 )     (138,682 )
                         
Cash Flows From Financing Activities:
                       
Net borrowings under lines of credit
    32,026       45,539       34,128  
Redemption of 9.5% Senior Notes
          (52,500 )     (97,500 )
Proceeds from issuance of 6.785% Senior Notes
                149,322  
Deferred financing costs
          (1,664 )     (3,768 )
Proceeds from issuance of notes payable
    934       1,230       1,216  
Principal payments on notes payable
    (1,420 )     (1,108 )     (1,254 )
Principal payments on capital lease obligations
          (17 )     (24 )
Issuance of common stock, net
    11,742       125,486       5,607  
Purchase of treasury stock, at cost
                (39,300 )
                         
Net cash provided by financing activities
    43,282       116,966       48,427  
                         
Effect of exchange rate changes on cash
    192       76       1,289  
                         
Net increase (decrease) in cash
    (552 )     1,163       2,333  
Cash at beginning of year
    759       207       1,370  
                         
Cash at end of year
  $ 207     $ 1,370     $ 3,703  
                         
Supplemental Disclosure of Cash Flow Information:
                       
Cash paid during the year for interest
  $ 21,727     $ 24,770     $ 27,896  
                         
Cash paid during the year for income and franchise taxes
  $ 495     $ 733     $ 797  
                         
Interest rate swap changes in value (credited) charged to equity
  $ (679 )   $ 123     $ 1,293  
                         
 
See accompanying notes.


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1)   Mobile Mini, its Operations and Summary of Significant Accounting Policies:
 
Organization and Special Considerations
 
Mobile Mini, Inc., a Delaware corporation, is a leading provider of portable storage solutions. In these notes, the terms “Mobile Mini”, “Company”, “we”, “us”, or “our”, means Mobile Mini, Inc. At December 31, 2007, we have a fleet of portable storage and office units, and operate throughout the United States, in Canada, the United Kingdom and The Netherlands. Our portable storage products offer secure, temporary storage with immediate access. We have a diversified customer base, including large and small retailers, construction companies, medical centers, schools, utilities, distributors, the military, hotels, restaurants, entertainment complexes and households. Customers use our products for a wide variety of applications, including the storage of retail and manufacturing inventory, construction materials and equipment, documents and records and other goods.
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of Mobile Mini, Inc. and its wholly owned subsidiaries, including our European operations. We do not have any subsidiaries in which we do not own 100% of the outstanding stock. All significant intercompany balances and transactions have been eliminated.
 
Revenue Recognition
 
Lease and leasing ancillary revenues and related expenses generated under portable storage units and office units are recognized on a straight-line basis. Revenues and expenses from portable storage unit delivery and hauling are recognized when these services are earned, in accordance with SAB No. 104, Revenue Recognition. We recognize revenues from sales of containers and mobile office units upon delivery when the risk of loss passes, the price is fixed and determinable and collectibility is reasonably assured. We sell our products pursuant to sales contracts stating the fixed sales price with our customers.
 
Cost of Sales
 
Cost of sales in our consolidated statements of income includes only the costs for units we sell. Similar costs associated with the portable storage units that we lease are capitalized on our balance sheet under “Lease fleet”.
 
Advertising Costs
 
All non direct-response advertising costs are expensed as incurred. Direct-response advertising costs, principally yellow page advertising, are capitalized when paid and amortized over the period in which the benefit is derived. At December 31, 2006 and 2007, prepaid advertising costs were approximately $3.2 million and $3.8 million, respectively. The amortization period of the prepaid balance never exceeds 12 months. Our direct-response advertising costs are monitored by each branch through call logs and advertising source codes in a contact enterprise resource planning system. Advertising expense was $7.6 million, $8.6 million and $10.1 million in 2005, 2006 and 2007, respectively.
 
Cash
 
Our revolving credit agreement includes restrictions on excess cash. There was no restricted cash at December 31, 2006 and 2007.
 
Receivables and Allowance for Doubtful Accounts
 
Receivables primarily consist of amounts due from customers from the lease or sale of containers throughout the United States, Canada and Europe. Mobile Mini records an estimated provision for bad debts through a charge to operations in amounts of our estimated losses expected to be incurred in the collection of these accounts. We review


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
the provision for adequacy monthly. The estimated losses are based on historical collection experience, and evaluation of past-due account agings. Specific accounts are written off against the allowance when management determines the account is uncollectible. We require a security deposit on most leased office units to cover the cost of damages or unpaid balances, if any.
 
Concentration of Credit Risk
 
Financial instruments which potentially expose us to concentrations of credit risk, as defined by SFAS No. 105, Disclosure of Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk, consist primarily of receivables. Concentration of credit risk with respect to receivables is limited due to the large number of customers spread over a large geographic area in many industry segments. Receivables related to our sales operations are generally secured by the product sold to the customer. Receivables related to our leasing operations are primarily small month-to-month amounts. We have the right to repossess leased portable storage units, including any customer goods contained in the unit, following non-payment of rent.
 
Inventories
 
Inventories are valued at the lower of cost (principally on a standard cost basis which approximates the first-in, first-out (FIFO) method) or market. Market is the lower of replacement cost or net realizable value. Inventories primarily consist of raw materials, supplies, work-in-process and finished goods, all related to the manufacturing, refurbishment and maintenance, primarily for our lease fleet and our units held for sale. Raw materials principally consist of raw steel, wood, glass, paint, vinyl and other assembly components used in manufacturing and refurbishing processes. Work-in-process primarily represents units being built at our manufacturing facility that are either pre-sold or being built to add to our lease fleet upon completion. Finished portable storage units primarily represents ISO (International Organization for Standardization) containers held in inventory until the containers are either sold as is, refurbished and sold, or units in the process of being refurbished to be compliant with our lease fleet standards before transferring the units to our lease fleet. There is no certainty when we purchase the containers whether they will ultimately be sold, refurbished and sold, or refurbished and moved into our lease fleet. Units that are determined to go into our lease fleet undergo an extensive refurbishment process that includes installing our proprietary locking system, signage, painting and sometimes our proprietary security doors.
 
Inventories at December 31, consist of the following:
 
                 
    2006     2007  
    (In thousands)  
 
Raw materials and supplies
  $ 18,420     $ 21,801  
Work-in-process
    3,031       2,819  
Finished portable storage units
    6,412       4,811  
                 
    $ 27,863     $ 29,431  
                 
 
Property, Plant and Equipment
 
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the assets’ estimated useful lives. Residual values are determined when the property is constructed or acquired and range up to 25%, depending on the nature of the asset. In the opinion of management, estimated residual values do not cause carrying values to exceed net realizable value. Our depreciation expense related to property, plant and equipment for 2005, 2006 and 2007 was $3.2 million, $4.2 million and $5.6 million, respectively. Normal repairs and maintenance to property, plant and equipment are expensed as incurred. When property or equipment is retired or sold, the net book value of the asset, reduced by any proceeds, is charged to gain or loss on the retirement of fixed assets.


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
In 2006 and 2007, we wrote off certain assets, which for the most part were fully depreciated, that were in the process of being replaced or were no longer required or used in our leasing operations.
 
Property, plant and equipment at December 31, consist of the following:
 
                         
    Estimated
             
    Useful Life in
             
    Years     2006     2007  
    (In thousands)  
 
Land
          $ 772     $ 772  
Vehicles and machinery
    5 to 20       45,734       60,490  
Buildings and improvements(1)
    30       10,645       11,514  
Office fixtures and equipment
    5       9,552       11,579  
                         
              66,703       84,355  
Less accumulated depreciation
            (23,631 )     (28,992 )
                         
            $ 43,072     $ 55,363  
                         
 
 
(1) 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
 
Other assets and intangibles primarily represent deferred financing costs and intangible assets from acquisitions of $11.9 million at December 31, 2006 and $12.5 million at December 31, 2007, excluding accumulated amortization of $3.4 million at both December 31, 2006 and 2007. Deferred financing costs are amortized over the term of the agreement, and intangible assets are amortized either on a straight-line basis, typically over a five-year period, or on an accelerated basis for intrinsic values assigned to customer lists and trade names. At December 31, 2006, other assets and intangibles also included $0.9 million for the fair value of our interest rate swap agreements.
 
Income Taxes
 
We utilize the liability method of accounting for income taxes as set forth in SFAS No. 109, Accounting for Income Taxes. Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense includes both taxes payable for the period and the change during the period in deferred tax assets and liabilities.
 
Earnings per Share
 
Basic earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are determined assuming the potential dilution of the exercise or conversion of options and nonvested share-awards into common stock.


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31:
 
                         
    2005     2006     2007  
    (In thousands except earnings per share)  
 
BASIC:
                       
Common shares outstanding, beginning of year
    29,366       30,521       35,640  
Effect of weighting shares:
                       
Weighted common shares issued
    501       3,722       302  
Weighted common shares purchased
                (453 )
                         
Weighted average number of common shares outstanding
    29,867       34,243       35,489  
                         
Net income
  $ 33,988     $ 42,776     $ 44,176  
                         
Earnings per share
  $ 1.14     $ 1.25     $ 1.24  
                         
DILUTED:
                       
Common shares outstanding, beginning of year
    29,366       30,521       35,640  
Effect of weighting shares:
                       
Weighted common shares issued
    501       3,722       302  
Weighted common shares purchased
                (453 )
Employee stock options and nonvested share-awards assumed converted
    1,008       1,182       807  
                         
Weighted average number of common and common share equivalents outstanding
    30,875       35,425       36,296  
                         
Net income
  $ 33,988     $ 42,776     $ 44,176  
                         
Earnings per share
  $ 1.10     $ 1.21     $ 1.22  
                         
 
Employee stock options to purchase 0.5 million, 0.6 million and 0.6 million shares were issued or outstanding during 2005, 2006 and 2007, respectively, but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. The anti-dilutive options could potentially dilute future earnings per share. Basic weighted average number of common shares outstanding in 2006 and 2007 does not include 0.3 million and 0.5 million nonvested share-awards, respectively, as the stock is not vested. During 2006 and 2007, an immaterial amount of nonvested share-awards were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. The nonvested stock could potentially dilute future earnings per share.
 
Long-Lived Assets
 
We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. If this review indicates the carrying value of these assets will not be recoverable, as measured based on estimated undiscounted cash flows over their remaining life, the carrying amount would be adjusted to fair value. The cash flow estimates contain management’s best estimates, using appropriate and customary assumptions and projections at the time. We have not recognized any impairment losses during the three year period ended December 31, 2007.


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Goodwill
 
Purchase prices of acquired businesses have been allocated to the assets and liabilities acquired based on the estimated fair values on the respective acquisition dates. Based on these values, the excess purchase prices over the fair value of the net assets acquired were allocated to goodwill. In 2006, we entered into a share purchase agreement to acquire three companies of the Royal Wolf Group. All other acquisitions of businesses have been transacted as asset purchases which results in our goodwill relating to business acquisitions executed under asset purchase agreements being deductible for income tax purposes over 15 years even though goodwill is not amortized for financial reporting purposes.
 
We evaluate goodwill periodically to determine whether events or circumstances have occurred that would indicate goodwill might be impaired. Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, we operate in one reportable segment, which is comprised of three reporting units with the addition of our European operations. We perform an annual impairment test on goodwill using the two-step process prescribed in SFAS No. 142. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. In addition, we will perform impairment tests during any reporting period in which events or changes in circumstances indicate that an impairment may have incurred. We performed the first step of the required impairment tests for goodwill as of December 31, 2007 and determined that goodwill is not impaired. At December 31, 2007, $66.2 million of our goodwill relates to the United States reporting unit, $12.6 million relates to the United Kingdom reporting unit, and $1.0 million relates to The Netherlands reporting unit. Fair value has been determined for each reporting unit in order to determine the recoverability of the recorded goodwill. At December 31, 2007, we used a discounted cash flows approach to determine the fair value of our United Kingdom and The Netherlands reporting units. In the United States, we used an allocation of market capitalization to measure potential impairment. The fair value determined for the United Kingdom and The Netherlands as well as the allocated market capitalization to the U.S. exceeded the net carrying value of the reporting units, therefore, the second step for potential impairment was unnecessary.
 
The following table shows the activity and balances related to goodwill from January 1, 2006 to December 31, 2007 (in thousands):
 
         
Goodwill at January 1, 2006
  $ 56,311  
Acquisitions
    19,231  
Divestitures
     
Adjustments(1)
    914  
         
Goodwill at December 31, 2006
    76,456  
Acquisitions
    4,946  
Divestitures
     
Adjustments(2)
    (1,612 )
         
Goodwill at December 31, 2007
  $ 79,790  
         
 
 
(1) Primarily relates to foreign currency translation adjustments on the Royal Wolf acquisition from the date of the acquisition to the end of December 31, 2006.
 
(2) Includes $1.9 million tax related adjustments associated with the acquisition of Royal Wolf in 2006, partially offset by foreign currency translation adjustments.


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
Fair Value of Financial Instruments
 
We determine the estimated fair value of financial instruments using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts we could realize in a current market exchange.
 
The carrying amounts of cash, receivables, accounts payable and accrued liabilities approximate fair values based on the liquidity of these financial instruments or based on their short-term nature. The carrying amounts of our borrowings under our credit facility and notes payable approximate fair value. The fair values of our notes payable and credit facility are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. Based on the borrowing rates currently available to us for bank loans with similar terms and average maturities, the fair value of fixed rate notes payable at December 31, 2006 and 2007, approximated the book values. The fair value of our Senior Notes at December 31, 2006 ($97.5 million) and 2007 ($149.4 million), was approximately $104.1 million and $136.5 million, respectively. The determination for fair value is based on the latest sales price at the end of each fiscal year obtained from a third-party institution.
 
Deferred Financing Costs
 
Included in other assets and intangibles are deferred financing costs of approximately $4.2 million and $4.8 million, net of accumulated amortization of $2.3 million and $1.8 million, at December 31, 2006 and 2007, respectively. Costs to obtaining long-term financing, including our amended credit facility, are amortized over the term of the related debt, using the straight-line method. Amortizing the deferred financing costs using the straight-line method approximates such costs using the effective interest method.
 
Derivatives
 
In the normal course of business, our operations are exposed to fluctuations in interest rates. We address a portion of these risks through a controlled program of risks management that includes the use of derivative financial instruments. The objective of controlling these risks is to limit the impact of fluctuations in interest rates on earnings.
 
Our primary interest rate risk exposure results from changes in short-term U.S. dollar interest rates. In an effort to manage interest rate exposures, we may enter into interest rate swaps, which convert our floating rate debt to a fixed-rate and which we designate as cash flow hedges. Interest expense on the borrowings under these agreements is accrued using the fixed rates identified in the swap agreements.
 
We had interest rate swap agreements totaling $50.0 million at December 31, 2006 and $125.0 million at December 31, 2007. The fixed interest rate on our five swap agreements at December 31, 2007 range from 3.66% to 4.63%, averaging 4.16% plus the spread. Two swap agreements mature in 2008 and three swap agreements mature in 2010.
 
Derivative transactions resulted in a charge to comprehensive income at December 31, 2006, of $0.1 million, net of income tax benefit of $0.1 million. At December 31, 2007, derivative transactions resulted in a charge to comprehensive income of $1.3 million, net of income tax benefit of $0.8 million. Our outstanding interest rate swaps at December 31, 2006 had a fair-value totaling approximately $0.9 million, and were included in other assets in our consolidated balance sheet. Our outstanding interest rate swaps at December 31, 2007 had a fair-value totaling approximately $1.3 million and are included in other liabilities in our consolidated balance sheet.
 
Share-Based Compensation
 
At December 31, 2007, the Company had three active share-based employee compensation plans. Stock option awards under these plans are granted with an exercise price per share equal to the fair market value of our common


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
stock on the date of grant. Each option must expire no more than 10 years from the date it is granted and historically options are granted with vesting over a 4.5 year period. Prior to January 1, 2006, the Company accounted for share-based employee compensation, including stock options, using the method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations (APB Opinion No. 25). Under APB Opinion No. 25, we did not recognize compensation cost in connection with stock options granted at market price, and we disclosed the pro forma effect on net earnings assuming compensation cost had been recognized in accordance with Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. On December 16, 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)), which requires companies to measure and recognize compensation expense for all share-based payments at fair value. SFAS No. 123(R) eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25, and generally requires that such transactions to be accounted for using prescribed fair-value-based methods. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods: (a) a “modified prospective” method in which compensation costs are recognized beginning with the effective date based on the requirements of SFAS No. 123(R) for all share-based payments granted or modified after the effective date, and based on the requirements of SFAS No. 123 for all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date, or (b) a “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits companies to restate based on the amounts previously recognized under SFAS No. 123 for purposes of pro forma disclosures either for all periods presented, or prior interim periods of the year of adoption. The Company adopted SFAS No. 123(R) effective January 1, 2006, using the modified prospective method. Other than nonvested share-awards, no share-based employee compensation cost has been reflected in net income prior to the adoption of SFAS No. 123(R). Results for prior periods have not been restated.
 
SFAS No. 123(R) prohibits the recognition of a deferred tax asset for an excess tax benefit that has not been realized related to stock-based compensation deductions. We adopted the with-and-without approach with respect to the ordering of tax benefits realized. In the with-and-without approach, the excess tax benefit related to stock-based compensation deductions will be recognized in additional paid-in capital only if an incremental tax benefit would be realized after considering all other tax benefits presently available to us. Therefore, our net operating loss carryforward will offset current taxable income prior to the recognition of the tax benefit related to stock-based compensation deductions. In 2006 and 2007, there were $3.6 million and $3.4 million, respectively, of excess tax benefits related to stock-based compensation, which were not realized under this approach. Once our net operating loss carryforward is utilized, these excess tax benefits, totaling $7.0 million, may be recognized in additional paid-in capital.
 
Foreign Currency Translation and Transactions
 
For our non-United States operations, the local currency is the functional currency. All assets and liabilities are translated into United States dollars at period-end exchange rates and all income statement amounts are translated at the average exchange rate for each month within the year.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and the notes to those statements. Actual results could differ from those estimates. The most significant estimates included within the financial statements are the allowance for doubtful accounts, the estimated useful lives and residual values on the lease fleet and property, plant and equipment and goodwill and other asset impairments.


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Impact of Recently Issued Accounting Standards
 
In June 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. We adopted this interpretation as of January 1, 2007. Adoption of FIN 48 did not have a material effect in our results of operation or financial condition.
 
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are in the process of determining the effect, if any, that the adoption of SFAS No. 157 will have on our consolidated financial statements.
 
On February 15, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). Under this Standard, we may elect to report financial instruments and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings. This election is irrevocable. SFAS No. 159 provides an opportunity to mitigate volatility in reported earnings that is caused by measuring hedged assets and liabilities that were previously required to use a different accounting method than the related hedging contracts when the complex provisions of SFAS No. 133 hedge accounting are not met. SFAS No. 159 is effective for years beginning after November 15, 2007. We are currently evaluating the potential impact of adopting this Standard.
 
In June 2007, the FASB ratified the Emerging Issues Task Force (EITF) consensus on EITF Issue No. 06-11, Accounting for Income Tax Benefits on Dividends on Share-based Payment Awards. This EITF indicates tax benefits of dividends on unvested restricted stock are to be recognized in equity as an increase in the pool of excess tax benefits. If the related awards are forfeited or are no longer expected to vest, then the benefits are to be reclassified from equity to the income statement. The EITF is effective for fiscal years beginning after December 15, 2007. We do not expect the adoption of EITF Issue No. 06-11 will have a material effect on our results of operations or financial condition.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-due fair value with limited exceptions. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. This statement is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the potential impact of the adoption of SFAS No. 141R on our results of operations or financial condition.
 
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements (an amendment of Accounting Research Bulletin (ARB 51)) (SFAS No. 160). SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 becomes effective beginning January 1, 2009. Presently, there are no non-controlling interests in any of the Company’s consolidated subsidiaries, therefore, we do not expect the adoption of SFAS No. 160 to have a significant impact on our results of operations or financial conditions.


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
(2)   Lease Fleet:
 
Our lease fleet primarily consists of refurbished, modified and manufactured portable storage and office units that are leased to customers under short-term operating lease agreements with varying terms. Depreciation is provided using the straight-line method over our units’ estimated useful life, after the date we put the unit in service, and are depreciated down to their estimated residual values. Our depreciation policy on our steel units uses an estimated useful life of 25 years with an estimated residual value of 62.5%. Wood mobile office units are depreciated over 20 years down to a 50% residual value. Van trailers, which are a small part of our fleet, are depreciated over 7 years to a 20% residual value. Van trailers are only added to the fleet in connection with acquisitions of portable storage businesses. In the opinion of management, estimated residual values do not cause carrying values to exceed net realizable value. We continue to evaluate these depreciation policies as more information becomes available from other comparable sources and our own historical experience. Our depreciation expense related to lease fleet for 2005, 2006 and 2007 was $9.5 million, $12.0 million and $14.5 million, respectively. At December 31, 2006 and 2007, all of our lease fleet units were pledged as collateral under the credit facility (see Note 3). Normal repairs and maintenance to the portable storage and mobile office units are expensed as incurred.
 
Lease fleet at December 31, consists of the following:
 
                 
    2006     2007  
    (In thousands)  
 
Steel storage containers
  $ 423,766     $ 459,665  
Offices
    320,160       402,640  
Van trailers
    2,702       2,330  
Other, primarily chassis
    479       956  
                 
      747,107       865,591  
Accumulated depreciation
    (49,668 )     (62,668 )
                 
    $ 697,439     $ 802,923  
                 
 
(3)   Line of Credit:
 
On May 7, 2007, we amended our revolving credit facility by increasing the facility by $75.0 million to $425.0 million and executed a First Amendment to Second Amended and Restated Loan and Security Agreement with our lenders. Borrowings of up to $425.0 million are available under this revolving facility, based on the value of our lease fleet, property, plant, equipment, and levels of inventories and receivables. Under the amended revolving credit facility we may further increase the maximum borrowing limit to $500.0 million without our lenders’ consent, as long as we are in compliance with the terms of the agreement. The Agreement provides up to $100.0 million may be borrowed in Euros as well as Pounds Sterling. Borrowings under the facility are, at our option, at either a spread from the prime rate or LIBOR rates, as defined. The credit facility is scheduled to expire in May 2012.
 
Our revolving credit facility has covenants that can restrict the conduct of our business if we go into default under the agreement or if we do not maintain borrowing availability in excess of certain pre-determined levels (generally between $42.0 million and $75.0 million). If our borrowing availability is below a specified level, the revolving credit facility triggers covenants restricting (or in some cases, further restricting) our ability to, among other things: (i) declare cash dividends, or redeem or repurchase our capital stock in excess of $10.0 million; (ii) prepay, redeem or purchase other debt; (iii) incur liens; (iv) make loans and investments; (v) incur additional indebtedness; (vi) amend or otherwise alter debt and other material agreements; (vii) make capital expenditures; (viii) engage in mergers, acquisitions and asset sales; (ix) transact with affiliates; and (x) alter the business we conduct. We also must comply with specified financial covenants and affirmative covenants. Should we fall below


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
specified borrowing availability levels, then these financial covenants would set maximum permitted values for our leverage ratio (as defined), fixed charge coverage ratio and our minimum required utilization rates. At December 31, 2006 and December 31, 2007, we were in compliance with those covenants.
 
Borrowings under this revolving credit facility are secured by a lien on substantially all of our present and future assets. The lease fleet is appraised at least once annually by a third-party appraisal firm and up to 90% of the lesser of cost or appraised orderly liquidation value, as defined, may be included in the borrowing base to determine how much we may borrow under this facility. The interest rate spread from LIBOR and the prime rate can change under the facility, based on a quarterly calculation of our ratio of funded debt to earnings before interest expense, taxes, depreciation and amortization and certain excluded expenses during the prior 12 month. At December 31, 2007, the prime rate was 7.25% and our weighted average LIBOR rate, including the effect of our interest rate swap agreements, was 6.22% on our outstanding balance of $237.9 million. We had approximately $183.7 million of availability at December 31, 2007, under our funded debt to EBITDA covenant.
 
Our revolving credit facility had outstanding balances of $203.7 million and $237.9 million at December 31, 2006 and 2007, respectively. In 2007, we used proceeds from the issuance of our $150.0 million 6.875% Senior Notes to redeem $97.5 million aggregate principal amount outstanding to our 9.5% Senior Notes plus the redemption premium and accrued and unpaid interest. During 2006, we used proceeds from a common stock offering, in part to redeem 35%, or $52.5 million, of the $150.0 million aggregate principal amount outstanding of our 9.5% Senior Notes plus the redemption premium and accrued and unpaid interest thereon.
 
The weighted average interest rate under the line of credit, including the effect of applicable interest rate swap agreements, was approximately 6.5% in 2006 and 6.3% in 2007. The average balance outstanding during 2006 and 2007 was approximately $184.2 million and $210.5 million, respectively.
 
We have interest rate swap agreements under which we effectively fixed the interest rate payable on $125.0 million of borrowings under our credit facility so that the interest rate is based on a spread from a fixed rate rather than a spread from the LIBOR rate. We account for the swap agreements in accordance with SFAS No. 133 and the aggregate change in the fair value of the interest rate swap agreements resulted in a charge to comprehensive income for the year ended December 31, 2007 of $1.3 million, net of applicable income tax benefit of $0.8 million.
 
(4)   Notes Payable:
 
Notes payable at December 31, consist of the following:
 
                 
    2006     2007  
    (In thousands)  
 
Notes payable to financial institution, interest at 5.94%, payable in fixed monthly installments, maturing June and July 2008, unsecured
  $     $ 743  
Notes payable to financial institution, interest at 8.25% and 6.3%, payable in fixed monthly installments, matured June and July 2007, unsecured
    781        
                 
    $ 781     $ 743  
                 
 
All payments of notes payable are scheduled to mature in 2008.
 
(5)   Obligations Under Capital Leases
 
We have two capital lease obligations for office related equipment which had outstanding balances at December 31, 2007 of $10,000, which have terms ending in 2010.


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MOBILE MINI, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
(6)   Equity and Debt Issuances:
 
In May 2007, we received net proceeds of approximately $146.3 million, after underwriters’ discounts and commissions, from our issuance of $150.0 million of 6.875% Senior Notes. The Senior Notes were issued at a discount of $0.7 million which is reflected as a reduction of the balance of Senior Notes on our consolidated balance sheet at December 31, 2007. We also incurred costs of approximately $3.6 million which are included, net of amortization of $0.4 million, in other assets on our consolidated balance sheet at December 31, 2007. Included in the $3.6 million figure is approximately $3.0 million relating to underwriters’ discounts and commissions. We used these proceeds to redeem the aggregate principal amount outstanding of our 9.5% Senior Notes, ($97.5 million), plus we paid accrued interest, transaction costs and the redemption premium on the 9.5% Notes. The additional net proceeds to us of approximately $33.2 million were used to repay borrowings under our revolving line of credit.
 
In March 2006, pursuant to a public offering, we issued 4.6 million shares of our common stock at approximately $26.22 per share, after underwriting discounts and commissions, but before other expenses. We received net offering proceeds of approximately $120.3 million which we used to redeem 35% of the $150 million aggregate principle amount outstanding of our 9.5% Senior Notes and to pay down our revolving line of credit.
 
The scheduled maturity for debt obligations under our revolving line of credit, notes payable, obligations under capital leases and Senior Notes for balances outstanding at December 31, 2007 (in thousands) are as follows:
 
         
2008
  $ 751  
2009
    1  
2010
    1  
2011
     
2012
    237,857  
Thereafter
    150,000  
         
    $ 388,610