UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2006

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file Number 1-12804
MOBILE MINI, INC. 401(K) PROFIT SHARING PLAN AND TRUST
(Full title of the Plan)

MOBILE MINI, INC.

(Name of the issuer of the securities held pursuant to the Plan)

7420 S. KYRENE ROAD, SUITE 101
TEMPE, ARIZONA 85283
(Address of principal executive office of the issuer)

 

 

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Financial Statements
And
Supplemental Schedule

December 31, 2006 and 2005

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm			1
Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2006			3
Notes to Financial Statements			4
Supplemental Schedule			10
Schedule H, line 4(i); Schedule of Assets (Held at End of Year)			11
Exhibits			13
EX-23

Report of Independent Registered Public Accounting Firm

To the Administrative Committee of

Mobile Mini, Inc. 401(K) Profit Sharing Plan and Trust

We have audited the accompanying statements of net assets available for benefits of Mobile Mini, Inc. 401(K) Profit Sharing Plan and Trust as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’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 audits 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 net assets available for benefits of Mobile Mini, Inc. 401(K) Profit Sharing Plan and Trust as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006 in conformity with U.S. generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management, has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

As further described in Note 2, the Plan adopted FSP Nos. AAG INV-1 and SOP 94-4-1 during the year ended December 31, 2006.

/s/ Mayer Hoffman McCann P.C.
Phoenix, Arizona
June 28, 2007

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Statements of Net Assets Available for Benefits
as of December 31, 2006 and 2005

		2006				2005
Assets:
Investments at fair value		$	10,537,945			$	8,515,341
Participant loans			599,536				458,467
Total investments at fair value			11,137,481				8,973,808
Total assets			11,137,481				8,973,808
Liabilities:
Excess employee deferrals			(72,034	)			(9,878	)
Net assets available for benefits, at fair value			11,065,447				8,963,930
Adjustment from fair value to contract value fully benefit-responsive investment contracts			15,410				8,304
Net assets available for benefits		$	11,080,857			$	8,972,234

The accompanying notes are an integral part of these statements.

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2006

Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments		$	817,398
Interest and dividends			379,312
Total investment income			1,196,710
Contributions:
Participant			1,344,177
Company discretionary contributions			99,242
Total contributions			1,443,419
Total additions			2,640,129
Deductions from net assets attributed to:
Benefits paid to participants			522,937
Administrative fees			8,569
Total deductions			531,506
Net increase in net assets available for benefits			2,116,622
Net assets available for benefits:
Beginning of year			8,972,234
End of year		$	11,080,857

The accompanying notes are an integral part of these statements.

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Notes to Financial Statements

Note 1 – Plan Description

The following is only a general description of the Mobile Mini, Inc. 401(K) Profit Sharing Plan and Trust (the “Plan”). Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General The Plan is a defined contribution plan which was originally adopted by Mobile Mini, Inc. (the “Company” or “Plan Sponsor”) in 1994 and has been amended from time to time since that date. Participation in the Plan is open to all eligible employees of the Company (individually, “Participant” and collectively, “Participants”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Trustee The Plan has engaged CB&T (the “Trustee”) as Trustee to the Plan. The Plan has engaged American Funds Distributors, Inc., to provide recordkeeping, custodial and administrative services to the Plan and all Plan assets are held in trust with the Trustee.

Eligibility Employees are eligible to participate in the Plan upon meeting the following criteria: (1) one year of service; and (2) the completion of 1,000 hours of service in one year. Employees of acquired companies, who meet the eligibility requirements of the Plan, may participate immediately upon acquisition. There were 614 and 611 participants in the Plan as of December 31, 2006 and 2005, respectively.

Contributions Participants may contribute any percentage of their annual compensation on a before-tax basis, provided the amounts do not exceed the annual limit imposed by the Internal Revenue Services (“IRS”). Such contributions are withheld by the Company from each Participant’s compensation and deposited with the Trustee to be applied to the appropriate fund in accordance with the Participant’s directives. The Company matches, at its sole discretion, an annual profit sharing contribution of up to $500 per Participant. Participant contributions and Company matching contributions made on behalf of highly compensated employees may be limited pursuant to non-discrimination rules set forth in the Plan document and the Internal Revenue Code of 1986, as amended (the “Code”).

Participant Accounts Separate accounts are maintained for each Participant and each Participant’s account is credited with the Participant’s contribution and an allocation of the Company discretionary contribution. Plan earnings are allocated to each Participant’s account in proportion to the average daily balance in each fund option. The Company discretionary contribution to date has been invested solely in common stock of the Plan Sponsor and is considered non-participant-directed.

As of December 31, 2006 and 2005, each Participant may elect to have his or her contributions invested in any one or any combination of nine investment funds. These funds include:

INVESCO Stable Value Fund which seeks preservation of principal and interest income reasonably obtained under prevailing market conditions and rates, consistent with seeking to maintain required liquidity.

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Notes to Financial Statements (continued)

Note 1 – Plan Description (continued)

American Balanced Fund which seeks conservation of capital, current income and long-term growth of capital and income by investing in stocks, bonds and other fixed-income securities.

EuroPacific Growth Fund which seeks long-term growth of capital by investing primarily in stocks of issuers located in Europe and the Pacific Basin.

Investment Company of America Fund which seeks to provide long-term growth of capital and income, placing greater emphasis on future dividends than on current income.

Allianz Renaissance Fund which seeks long-term capital growth and current income.

Growth Fund of America which seeks long-term growth of capital through a diversified portfolio of common stocks.

Bond Fund of America which seeks as high a level of current income as consistent with preservation of capital.

Oppenheimer Small Cap Value Fund which seeks capital appreciation.

Mobile Mini, Inc. Common Stock which invests in the common stock of Mobile Mini, Inc.

Vesting Participants in the Plan are 100% vested at all times with respect to their own contributions to the Plan and the earnings thereon. With respect to Company discretionary matching contributions and the earnings on those contributions, the vesting schedule is based on each Participant’s length of employment with the Company, with 20% vesting per year of service increasing to 100% vested at the end of the fifth year of service. For the years ended December 31, 2006 and 2005, forfeited nonvested accounts totaled $11,841 and $13,604, respectively. During 2006, $8,569 of forfeited nonvested accounts were used to pay administrative expenses.

Administration The Plan is sponsored by the Company. Operating and administrative expenses incurred in the administration of the Plan are the responsibility of the Plan, unless assumed by the Company. During 2006, the Plan paid all Plan administrative and operating expenses.

Distributions Distributions from the Plan are available upon any of the following: (1) termination of employment with the Company; (2) retirement and in-service distributions upon or following age 59 1/2; and (3) disability or death. The Participant (or the designated beneficiary) will receive a lump-sum distribution of the value of the account. Distributions from the Plan will normally be taxed as ordinary
income for income tax purposes, unless the Participant (or the designated beneficiary) elects to rollover his or her distributions into an Individual Retirement Account or another qualified employer plan.

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Notes to Financial Statements (continued)

Note 1 – Plan Description (continued)

Loans to Participants The Plan allows participants to obtain loans of their vested account balances, the amounts of which are subject to specific limitations set forth in the Plan document and the Code. Participant loans as of December 31, 2006 and 2005 represent the aggregate amount of principal and accrued interest outstanding on such loans at each year-end. As of December 31, 2006, participant loans carried interest rates ranging from 5.0% to 9.5%, with maturities of 15 years or less. Principal and interest is paid ratably through payroll deductions.

Amendment and Termination of the Plan The Company anticipates that the Plan will continue without interruption; the Company, however, reserves the right to amend or terminate the Plan. No amendment or termination may deprive any person of rights accrued prior to the enactment of such an amendment or termination. No amendment shall permit any part of the assets of the Plan to revert to the Company or be used or diverted for purposes other than for the exclusive benefit of the Participants. If the Plan should be terminated or partially terminated, the amount in each Participant’s account as of the date of such termination (after proper adjustment for all expenses, earnings and allocations) becomes fully vested and non-forfeitable. Such amounts are distributable by the Trustee to the Participants.

Note 2 – Significant Accounting Policies

Method of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at December 31, 2006 and 2005 and the reported amounts of additions to and deductions from net assets for the year ended December 31, 2006. Actual results could differ from those estimates.

Concentration of Credit Risk Each investment fund is diversified through a portfolio containing a wide variety of investments that fit the particular investment strategy and targeted composition. Further diversification is available to Participants through participation in more than one fund.

Investment Valuation The Plan’s investments are stated at fair market value and measured daily based on quoted market prices. Investments in the various investment funds are reported at fair value as measured by CB&T based on net asset value of shares held by the Plan at year-end.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

Net Appreciation (Depreciation) in Fair Value The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of realized gains and losses and unrealized appreciation (depreciation) on investments.

Benefits Benefits are recorded when paid.

New Accounting Pronouncement The Plan adopted FASB Staff Position Nos. AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Notes to Financial Statements (continued)

Guide and Defined-Contribution Health and Welfare and Pension Plans (FSP), in 2006. The FSP states that investment contracts held by defined contribution plans are required to be reported at fair value, except fully-benefit responsive investment contracts which are reported at contract value since it represents the amount at which participants can execute transactions in the Plan. In order to report fully-benefit responsive contracts at contract value, an adjustment from fair value to contract value is reflected in the statement of net assets available for benefits. The prior year financial statements have been restated to reflect retrospective application of the FSP accordingly. The Plan invests in fully benefit-responsive investment contracts held in the INVESTCO Stable Value Fund.

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Notes to Financial Statements (continued)

Note 3 – Investments

Investments are valued at fair value as determined by an active market and consist of the following at December 31, 2006 and 2005:

		2006				2005
INVESTCO Stable Value Fund		$	706,241	*		$	535,227	*
American Balanced Fund			336,621				279,772
EuroPacific Growth Fund			1,543,805	*			1,148,115	*
Investment Company of America Fund			1,654,710	*			1,305,631	*
Growth Fund of America Fund			1,894,993	*			1,571,554	*
Allianz Renaissance Fund			127,019				83,216
Oppenheimer Small Cap Value Fund			151,602				146,757
Bond Fund of America Fund			106,188				32,456
Participant Loans			599,536	*			458,467	*
			7,120,715				5,561,195
Company Stock:
Participant-directed			2,847,927				2,376,230
Non-participant-directed			1,168,839				1,036,383
Total company stock			4,016,766	*			3,412,613	*
		$	11,137,481			$	8,973,808

During 2006, the Plan’s investments (including gains and losses on investments bought, sold and held during the year) appreciated in value by $817,398 as follows:

		2006
Company Stock		$	449,221
Mutual Funds			368,177
		$	817,398

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST

Notes to Financial Statements (continued)

Note 4 – Non-participant-directed Investments

Information about the net assets and significant components of the changes in net assets relating to non-participant-directed investments for the year ended December 31, 2006 is presented as follows:

		2006
Changes in non-participant-directed net assets:
Investment income		$	135,428
Benefits paid			(102,214	)
Company discretionary contributions			99,242
Increase in net assets			132,456
Net assets invested in Company stock:
Beginning of year			1,036,383
End of year		$	1,168,839

Note 5 – Excess Employee Deferrals

The Plan failed to meet non-discrimination tests in accordance with the IRS regulations during the 2006 and 2005 Plan years and it was determined certain participants would be refunded a portion of their contributions. The amount accrued for at December 31, 2006 and 2005 and refunded in 2007 and 2006 was $72,034 and $9,878, respectively.

Note 6 – Participant Rollover Contributions

Participant contributions included participant rollover contributions. Participant rollover contributions were $82,053 for the year ended December 31, 2006.

Note 7 – Tax Status of the Plan

The Plan is a standardized prototype plan developed by the Trustee of the Plan. As such, the Plan can rely on the determination letter issued by the IRS to the Trustee. The plan obtained its latest determination letter on May 28, 2002, in which the Internal Revenue Service stated that the plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The plan has been amended since receiving the determination letter. However, the Company believes that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.

Note 8 – Parties in Interest

Certain investments of the Plan are shares of funds managed by the Trustee. In addition, the Plan holds an investment in Mobile Mini, Inc. common stock. These transactions are considered exempt party-in-interest transactions. The entire 2006 employer discretionary contribution was invested in Mobile Mini, Inc. common stock.

SUPPLEMENTAL SCHEDULE

MOBILE MINI, INC.
401(K) PROFIT SHARING PLAN AND TRUST
Employer Identification Number 86-0748362
Plan Number 001

Schedule H, line 4(i); Schedule of Assets (Held at End of Year)
As of December 31, 2006

(c) Description of investment,

(b) Identity of issue,

including maturity date,

borrower, lessor,

interest rate, collateral,

(e) Current

(a)

or similar party

par or maturity value

(d) Cost

Value

*

American Funds

INVESTCO Stable Value Fund

$

***

$

706,241

*

American Funds

American Balanced Fund

***

336,621

*

American Funds

EuroPacific Growth Fund

***

1,543,805

*

American Funds

Investment Company of America Fund

***

1,654,710

*

American Funds

Growth Fund of America

***

1,894,993

*

American Funds

Allianz Renaissance Fund

***

127,019

*

American Funds

Oppenheimer Small Cap Value Fund

***

151,602

*

American Funds

Bond Fund of America

***

106,188

**

Mobile Mini, Inc.

Common stock of plan sponsor

1,786,217

4,016,766

**

Participant loans

Various rates of interest ranging from 5.0% to 9.5%, maturity dates through March 2021, and collateralized by the participant’s account balance.

599,536

$

11,137,481

See Report of Independent Registered Public Accounting Firm

SIGNATURE

The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934 the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

MOBILE MINI, INC. 401(K) PROFIT
SHARING AND TRUST

(Full Title of the Plan)