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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2007
MOBILE MINI, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12804
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86-0748362 |
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(State or other jurisdiction
of incorporation)
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(Commission (
File Number)
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IRS Employer
Identification No.) |
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7420 South Kyrene Road, Suite 101, Tempe, Arizona
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85283 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrants telephone number, including area code:
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(480) 894-6311 |
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None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On February 22, 2007, Mobile Mini, Inc. issued a press release announcing its financial results for
the fourth quarter ended December 31, 2006. A copy of the press release is furnished as Exhibit
99.01 to this report.
The press release includes the financial measure EBITDA and certain pro forma financial results.
The EBITDA and pro forma financial measurements may be deemed a non-GAAP financial measure under
rules of the Securities and Exchange Commission, including Regulation G. EBITDA is defined as net
income before interest expense, income taxes, depreciation and amortization, and debt
extinguishment costs. We present EBITDA because we believe it provides useful information regarding
our ability to meet our future debt payment requirements, capital expenditures and working capital
requirements and that it provides an overall evaluation of our financial 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. We include EBITDA in the earnings announcement to provide transparency to investors. 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.
The pro forma financial results reported for 2006 show
our operating results absent (i) the expense
relating to the impact of SFAS 123(R), Share-Based Payment (SFAS 123(R)), (ii) debt
extinguishment expense of $6.4 million, and (iii) a $0.3 million income tax benefit due to the
recognition of certain state net operating
loss carryforwards. In addition, the pro forma earnings guidance for our first quarter and
full year 2007 show our operating results absent an estimated
expense relating to the impact of SFAS 123(R). For a reconciliation of the pro forma results to
actual results for the three months and the twelve months ended December 31, 2006, please see the
press release, which is furnished as Exhibit 99.01 to this report.
A reconciliation of EBITDA to net cash provided by operating activities and net income to EBITDA
follows (in thousands), which includes effects of rounding:
2
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Three Months |
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Three Months |
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Twelve Months |
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Twelve Months |
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Ended |
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Ended |
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Ended |
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Ended |
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December 31, |
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December 31, |
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December 31, |
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December 31, |
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2005 |
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2006 |
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2005 |
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2006 |
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Reconciliation of EBITDA to net cash
provided by operating activities: |
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EBITDA |
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$ |
25,059 |
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$ |
33,017 |
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$ |
90,239 |
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$ |
116,774 |
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Senior Note redemption premium |
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(4,987 |
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Interest paid |
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(1,309 |
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(2,378 |
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(21,727 |
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(24,728 |
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Income and franchise taxes paid |
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(170 |
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(257 |
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(495 |
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(733 |
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Provision for loss from natural disasters |
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1,710 |
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Share-based compensation |
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19 |
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768 |
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19 |
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3,066 |
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Gain on sale of lease fleet units |
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(1,011 |
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(1,317 |
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(3,529 |
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(4,922 |
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Loss on disposal of property, plant and
equipment |
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229 |
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389 |
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704 |
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454 |
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Changes in certain assets and
liabilities, net of effect of businesses
acquired: |
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Receivables |
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(1,326 |
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2,128 |
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(5,371 |
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(6,580 |
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Inventories |
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4,068 |
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2,402 |
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(4,823 |
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628 |
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Deposits and prepaid expenses |
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453 |
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191 |
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(480 |
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(1,446 |
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Other assets and intangibles |
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(11 |
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(926 |
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(19 |
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(762 |
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Accounts payable and accrued
liabilities |
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4,434 |
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(6,347 |
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13,021 |
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120 |
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Net cash provided by operating activities |
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$ |
30,435 |
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$ |
27,670 |
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$ |
69,249 |
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$ |
76,884 |
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Reconciliation of net income to EBITDA: |
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Net income |
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$ |
9,835 |
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$ |
14,023 |
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$ |
33,988 |
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$ |
42,776 |
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Interest expense |
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6,178 |
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5,801 |
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23,177 |
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23,681 |
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Income taxes |
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5,631 |
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8,423 |
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20,220 |
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27,151 |
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Depreciation and amortization |
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3,415 |
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4,770 |
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12,854 |
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16,741 |
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Debt extinguishment expense |
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6,425 |
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EBITDA |
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$ |
25,059 |
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$ |
33,017 |
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$ |
90,239 |
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$ |
116,774 |
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In accordance with general instruction B.2 to Form 8-K, information in this Item 2.02 and the
exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of
3
1934, or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
Item 9.01 Exhibits
(d) Exhibits.
99.01 Registrants press release, dated February 22, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MOBILE MINI, INC.
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Dated: February 22, 2007 |
/s/ Lawrence Trachtenberg
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Name: |
Lawrence Trachtenberg |
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Title: |
Executive Vice President and
Chief Financial Officer |
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4