1 ------------------------------------------------------------------------------ U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 1-12804 MOBILE MINI, INC. (Exact name of registrant as specific in its charter) Delaware 86-0748362 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 7420 S. Kyrene Road, Suite 101 Tempe, Arizona 85283 (Address of principal executive offices) (480) 894-6311 (Registrant's telephone number, including area code) Indicate by check 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 X No -------------- -------------- As of April 30, 2001, there were outstanding 13,918,152 shares of the issuer's common stock, par value $.01. ------------------------------------------------------------------------------ 1
2 MOBILE MINI, INC. INDEX TO FORM 10-Q FILING FOR THE QUARTER ENDED MARCH 31, 2001 TABLE OF CONTENTS PAGE NUMBER PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets 3 December 31, 2000 and March 31, 2001 Condensed Consolidated Statements of Operations 4 Three Months ended March 31, 2000 and March 31, 2001 Condensed Consolidated Statements of Cash Flows 5 Three Months Ended March 31, 2000 and March 31, 2001 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 2
3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MOBILE MINI, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS DECEMBER 31, 2000 MARCH 31, 2001 ----------------- -------------- Cash and cash equivalents $ 1,528,526 $ 882,341 Receivables, net of allowance for doubtful accounts of $1,618,000 and $1,814,000, respectively 12,016,024 11,276,865 Inventories 11,288,195 14,512,984 Portable storage unit lease fleet, net 195,864,789 209,128,272 Property plant and equipment, net 27,231,280 28,206,797 Deposits and prepaid expenses 5,291,275 4,447,741 Other assets, net 26,740,061 26,902,107 ------------- ------------- TOTAL ASSETS $ 279,960,150 $ 295,357,107 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Accounts payable $ 7,358,748 $ 7,221,942 Accrued liabilities 7,398,069 7,737,079 Line of credit 138,700,000 103,000,000 Notes payable 11,190,721 10,377,492 Obligations under capital leases 199,035 177,414 Deferred income taxes 22,682,230 24,316,521 ------------- ------------- TOTAL LIABILITIES 187,528,803 152,830,448 ------------- ------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock; $.01 par value, 95,000,000 shares authorized, 11,594,584 and 13,874,147 issued and outstanding at December 31, 2000 and March 31, 2001, respectively 115,917 138,741 Additional paid-in capital 62,854,726 110,371,014 Retained earnings 29,460,704 32,672,270 ------------- ------------- 92,431,347 143,182,025 Accumulated other comprehensive income / (loss) -- (655,366) ------------- ------------- TOTAL STOCKHOLDERS' EQUITY 92,431,347 142,526,659 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 279,960,150 $ 295,357,107 ============= ============= See the accompanying notes to these condensed consolidated balance sheets. 3
4 MOBILE MINI, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2000 2001 ------------ ------------ REVENUES: Leasing $ 15,053,382 $ 21,109,384 Sales 3,559,225 3,508,605 Other 153,776 174,881 ------------ ------------ 18,766,383 24,792,870 COSTS AND EXPENSES: Cost of sales 2,294,576 2,302,968 Leasing, selling and general expenses 9,182,120 12,508,761 Depreciation and amortization 1,291,117 1,793,235 ------------ ------------ INCOME FROM OPERATIONS 5,998,570 8,187,906 OTHER INCOME (EXPENSE): Interest income 60,944 15,712 Interest expense (1,605,069) (2,938,758) ------------ ------------ INCOME BEFORE PROVISION FOR INCOME TAXES 4,454,445 5,264,860 PROVISION FOR INCOME TAXES 1,781,779 2,053,294 ------------ ------------ NET INCOME $ 2,672,666 $ 3,211,566 ============ ============ EARNINGS PER SHARE: BASIC $ 0.23 $ 0.27 ============ ============ DILUTED $ 0.23 $ 0.26 ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON SHARE EQUIVALENTS OUTSTANDING: BASIC 11,461,665 11,910,342 ============ ============ DILUTED 11,834,637 12,348,256 ============ ============ See the accompanying notes to these condensed consolidated statements 4
5 MOBILE MINI, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2000 2001 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,672,666 $ 3,211,566 Adjustments to reconcile income to net cash provided by operating activities: Provision for doubtful accounts 175,008 340,358 Amortization of deferred loan costs 93,232 150,110 Amortization of accrued option compensation -- 19,064 Depreciation and amortization 1,291,117 1,793,235 Loss on disposal of property, plant and equipment 10,932 9,715 Deferred income taxes 1,979,246 2,053,294 Changes in certain assets and liabilities, net of effect of businesses acquired: Decrease in receivables 511,464 398,801 Increase in inventories (1,208,771) (3,055,489) (Increase) decrease in deposits and prepaid expenses (4,107,788) 843,534 Increase in other assets (118,610) (73,485) Increase (decrease) in accounts payable 3,137,403 (136,806) Decrease in accrued liabilities (1,965,783) (780,732) ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 2,470,116 4,773,165 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for businesses acquired (10,398,975) (1,247,926) Net purchases of portable storage unit lease fleet (7,069,579) (13,583,641) Net purchases of property, plant and equipment (2,104,789) (1,577,481) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (19,573,343) (16,409,048) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) under lines of credit 17,557,426 (35,700,000) Deferred financing costs -- 4,500 Principal payments on notes payable (470,184) (813,229) Principal payments on capital lease obligations (36,702) (21,621) Exercise of warrants 9,040 12,500 Issuance of common stock 34,075 47,507,548 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 17,093,655 10,989,698 ------------ ------------ NET DECREASE IN CASH (9,572) (646,185) CASH AT BEGINNING OF PERIOD 547,124 1,528,526 ------------ ------------ CASH AT END OF PERIOD $ 537,552 $ 882,341 ============ ============ See the accompanying notes to these condensed consolidated statements 5
6 MOBILE MINI, INC. AND SUBSIDIARIES - NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE A - The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented have been made. The results of operations for the three month period ended March 31, 2001, are not necessarily indicative of the operating results that may be expected for the entire year ending December 31, 2001. These condensed financial statements should be read in conjunction with the Company's December 31, 2000 financial statements and accompanying notes thereto. NOTE B - The Company adopted SFAS No. 128, Earnings per Share, in 1997. Pursuant to SFAS No. 128, basic earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share are determined assuming that options were exercised at the beginning of each period or at the time of issuance. The following table shows the computation of earnings per share for the three month period ended March 31: 2000 2001 ----------- ----------- BASIC: Common shares outstanding, beginning of period 11,438,356 11,591,584 Effect of weighting shares: Weighted common shares issued 23,309 318,758 ----------- ----------- Weighted average number of common shares outstanding 11,461,665 11,910,342 =========== =========== Net income available to common shareholders $ 2,672,666 $ 3,211,556 =========== =========== Earnings per share $ 0.23 $ 0.27 =========== =========== DILUTED: Common shares outstanding, beginning of period 11,438,356 11,591,584 Effect of weighting shares: Weighted common shares issued 23,309 318,758 Options and warrants assumed converted 285,185 351,991 Warrants 87,787 85,923 ----------- ----------- Weighted average number of common and common equivalent shares outstanding 11,834,637 12,348,256 =========== =========== Net income available to common shareholders $ 2,672,666 $ 3,211,566 =========== =========== Earnings per share $ 0.23 $ 0.26 =========== =========== 6
7 NOTE C - Inventories are stated at the lower of cost or market, with cost being determined under the specific identification method. Market is the lower of replacement cost or net realizable value. Inventories consisted of the following at: December 31, 2000 March 31, 2001 ----------------- -------------- Raw material and supplies $ 8,756,336 $11,970,696 Work-in-process 722,313 855,417 Finished portable storage units 1,809,546 1,706,870 ----------- ----------- $11,288,195 $14,512,984 =========== =========== NOTE D - Property, plant and equipment consisted of the following at: December 31, 2000 March 31, 2001 ----------------- -------------- Land $ 777,668 $ 777,668 Vehicles and equipment 24,121,739 25,483,518 Buildings and improvements 8,812,352 8,910,813 Office fixtures and equipment 4,840,134 4,979,354 ------------ ------------ 38,551,893 40,151,353 Less accumulated depreciation (11,320,613) (11,944,556) ------------ ------------ $ 27,231,280 $ 28,206,797 ============ ============ NOTE E - The Company maintains a portable storage and portable office unit lease fleet consisting primarily of refurbished or manufactured containers and portable offices that are leased to customers under short-term operating lease agreements with varying terms. Depreciation is provided using the straight-line method with an estimated useful life of 20 years and a salvage value estimate at approximately 50% to 70% of cost. In the opinion of management, estimated salvage values do not cause carrying values to exceed net realizable value. Normal repairs and maintenance to the lease fleet are expensed when incurred. As of March 31, 2001, the lease fleet totaled $216.6 million as compared to $202.5 million at December 31, 2000, less accumulated depreciation of $7.5 million and $6.6 million, respectively. NOTE F - The Company adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, effective December 31, 1998. SFAS No. 131 superseded SFAS No. 14, Financial Reporting for Segments of a Business Enterprise. The adoption of SFAS No. 131 did not affect results of operations or financial position, but did affect the disclosure of segment information. The Company's management approach includes evaluating each segment on which operating decisions are made based on performance, results and profitability. The Company currently has one reportable segment, its branch operations. The branch operations segment includes the leasing and sales of portable storage units to customers in the general geographic area of each branch. This segment also includes the Company's manufacturing facilities which are responsible for the purchase, manufacturing and refurbishment of the Company's products for leasing, sales or equipment additions to the Company's delivery system, and its discontinued dealer program. The Company evaluates performance and profitability before interest costs, depreciation, income taxes and major non-recurring transactions. The Company does not account for intersegment revenues or expenses between its divisions. The Company's reportable segment concentrates on the Company's core business of leasing, manufacturing, and selling portable storage and office units. The operating segment has managers who meet regularly and are accountable to the chief executive officer for financial results and ongoing plans including the influence of competition. 7
8 For the Quarter Ended: Branch Operations Other Combined ---------- ----- -------- March 31, 2000 Revenues from external customers $ 18,731,990 $ 34,393 $ 18,766,383 Segment profit (loss) before allocated interest, depreciation and amortization expense 9,182,581 (1,615,929) 7,566,652 Allocated interest expense 1,605,069 -- 1,605,069 Depreciation and amortization expense 1,162,874 128,243 1,291,117 Segment profit (loss) 2,687,409 (14,743) 2,672,666 Segment assets - lease fleet 134,315,813 -- 134,315,813 Segment assets - property, plant and equipment 23,812,817 934,815 24,747,632 Expenditures for long-lived assets - lease fleet 7,069,579 -- 7,069,579 Expenditures for long-lived assets - PPE 1,917,781 187,008 2,104,789 March 31, 2001 Revenues from external customers $ 24,755,561 $ 37,309 $ 24,792,870 Segment profit (loss) before allocated interest, depreciation and amortization expense 12,213,888 (1,967,265) 10,246,623 Allocated interest expense 2,938,758 -- 2,938,758 Depreciation and amortization expense 1,720,093 73,142 1,793,235 Segment profit 3,211,566 -- 3,211,566 Segment assets - lease fleet 209,128,272 -- 209,128,272 Segment assets - property, plant and equipment 27,107,487 1,099,310 28,206,797 Expenditures for long-lived assets - lease fleet 13,583,641 -- 13,583,641 Expenditures for long-lived assets - PPE 1,546,435 31,046 1,577,481 NOTE G - New Accounting Pronouncements. The Company adopted Staff Accounting Bulletin (SAB) 101, Revenue Recognition in Financial Statements effective October 1, 2000. The adoption of SAB 101 did not materially affect results of operations or financial position. The Company recognizes revenues from sales of containers upon delivery. Revenue generated under portable storage unit leases is recognized monthly when the customer is invoiced. Revenues and expenses from portable storage unit delivery and hauling are recognized when these services are billed, in accordance with SAB 101, as these services are considered inconsequential to the overall leasing transaction. Revenue under certain contracts for the manufacture of telecommunication shelters is recognized using the percentage-of-completion method primarily based on contract costs incurred to date compared with total estimated contract costs. Provision for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Costs and estimated earnings in excess of billings on uncompleted contracts is approximately $71,000 and $35,000 at December 31, 2000 and March 31, 2001, respectively, and are included in receivables in the accompanying condensed consolidated balance sheets. In June 1998, SFAS No. 133, (as amended by SFAS No. 137 and No. 138) Accounting for Derivative Instruments and Hedging Activities, was issued. This statement establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. The statement requires that changes in the fair value of the derivative be recognized currently in earnings unless specific hedge accounting criteria are met. If specific hedge accounting criteria are met, changes in the fair value of derivatives will either be offset against the change in the fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective 8
9 portion of a derivative's change in fair value will be immediately recognized in earnings. SFAS No. 133, as amended, is effective January 1, 2001, for the fiscal year ended December 31, 2001. The Company has adopted SFAS No. 133 effective January 1, 2001. The adoption of SFAS No. 133 resulted in a charge to comprehensive income of $655,000, net of an applicable income tax benefit of $419,000 at March 31, 2001. NOTE H - On March 20, 2001, the Company completed a public offering of 2,875,000 shares of its common stock. Of the shares sold, 2,239,713 shares were sold by the Company and 635,287 shares were sold by selling shareholders. The Company received gross proceeds of approximately $50.2 million. The Company intends to use the net proceeds to fund its lease fleet and branch expansion and for working capital, but it initially used these proceeds to reduce borrowings under its line of credit. NOTE I - In February, 2001, the Company acquired substantially all the assets of KRJ Systems, Inc., a privately owned portable storage leasing company operating in the states of Kansas and Missouri, for approximately $1.2 million in cash. The acquisition was accounted for as a purchase in accordance with Accounting Principles Board (APB) Opinion No. 16 and, accordingly, the purchased assets and assumed liabilities were recorded at their estimated fair values at the acquisition date. In April 2001, the Company purchased the storage assets of Giuffrey Bros./Cranes, Inc., which operates in the greater Milwaukee, Wisconsin area. The Company also acquired assets of Metrolina Truck and Trailer Service, Inc. which operates in the Charlotte, North Carolina area. The Company paid cash of approximately $4.4 million in connection with these transactions. At April 30, 2001, the Company operated 32 branches located in 18 states. 9
10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000 Total revenues for the quarter ended March 31, 2001, increased by $6.0 million, or 32.1%, to $24.8 million from $18.8 million for the same period in 2000. Leasing revenues for the quarter increased by $6.1 million, or 40.2%, to $21.1 million from $15.0 million in the same period of 2000. This increase resulted from a 41.7% increase in the average number of portable storage units on lease, partially offset by a 1.0% decrease in the average rent per unit. In the quarter ended March 31, 2001, our internal lease revenues in markets opened for at least one year (excluding acquisitions in those markets) grew at a rate of 22.7%. Sales revenues and cost of sales remained relatively unchanged from quarter to quarter. Leasing, selling and general expenses increased $3.3 million, or 36.2%, to $12.5 million for the quarter ended March 31, 2001, from $9.2 million for the same period in 2000. Leasing, selling and general expenses, as a percentage of total revenues, increased to 50.5% in the quarter ended March 31, 2001, from 48.9% for the same period in 2000. The increase in leasing-related expenses is primarily due to leasing becoming a larger percentage of the business in 2001 as compared with 2000. In addition, economies of scale achieved at more established locations as their lease fleets grew were offset by higher leasing related expenses (as a percentage of revenues) at newer branches which had fewer containers on rent. In general, new branches initially have lower profit margins until the branches' fixed operating costs are covered by higher leasing volumes. Depreciation and amortization expenses increased by $502,000, or 38.9%, to $1.8 million in the quarter ended March 31, 2001, from $1.3 million during the same period in 2000. The increase is primarily due to our larger lease fleet and amortization of goodwill associated with our acquisitions. Interest expense increased by $1.3 million, or 83.1%, to $2.9 million for the three months ended March 31, 2001 from $1.6 million for the same period in 2000. The increase is primarily the result of higher average debt outstanding during 2001. Our average debt outstanding increased by 79.9%, primarily from additional borrowings under our credit facility to expand our lease fleet and fund our branch expansion. The weighted average interest rate on our debt increased to 7.3% in 2001 from 7.1% in 2000, excluding amortization of debt issuance costs. Including amortization of debt issuance costs, the weighted average interest rate was 7.7% in 2001 and 7.6% in 2000. Provision for income taxes was based on an annual effective tax rate of 39.0% for the quarter ended March 31, 2001, and 40.0% for the same period in 2000. The decrease resulted from the generation of income in states with lower tax rates. Net income for the three months ended March 31, 2001, was $3.2 million, an increase of 20.2%, compared to $2.7 million for the same period in 2000. Net income as a percentage of total revenues decreased 1.3% in the first quarter of 2001 compared to the same period in 2000. The decrease primarily relates to the fixed costs associated with our newer locations and the increase in interest cost on the higher borrowings outstanding on our line of credit. 10
11 LIQUIDITY AND CAPITAL RESOURCES Growing our lease fleet is capital intensive. We have financed the growth of our lease fleet and our higher working capital requirements through cash flows from operations, proceeds from equity financings and borrowings under our credit facility. Operating Activities. Our operations provided net cash flow of $4.8 million during the three months ended March 31, 2001, and $2.5 million during the same period in 2000. The increased cash flow resulted primarily from our higher net income and the impact of depreciation expense and deferred income taxes. The growth of our business, however, has required us to use more cash to support higher levels of inventory growth. Investing Activities. Net cash used in investing activities was $16.4 million for the three months ended March 31, 2001, and $19.6 million for the same period in 2000. This decrease was due to a reduced number of acquisitions in the first quarter of 2001 compared to 2000, but was partially offset by higher levels of capital expenditures for lease fleet expansion. Capital expenditures for our lease fleet were $13.6 million for the three months ended March 31, 2001, and $7.1 million for the same period in 2000. Capital expenditures for property, plant and equipment were $1.6 million during the three months ended March 31, 2001, and $2.1 million for the same period in 2000. We spent $1.2 million in the first quarter of 2001 and $10.4 million for the same period in 2000 for acquisitions. Financing Activities. Net cash provided by financing activities was $11.0 million for the three months ended March 31, 2001, and $17.1 million for the same period in 2000. During the quarter ended March 31, 2001, net cash provided by financing activities was primarily provided by our sale in March 2001 of approximately 2.2 million shares of common stock which resulted in net proceeds to us of approximately $47.2 million. These proceeds were used to pay down our borrowings outstanding under our line of credit. Additionally, we received proceeds from exercises of stock options and warrants but made principal payments on our notes payable and obligations under capital leases. We intend to eventually use the net proceeds from the equity offering to continue to fund our lease fleet and branch expansion and for working capital. Our principal source of liquidity has been our credit facility, which currently consists of a revolving line of credit and a term loan. The interest rate under our credit facility is determined quarterly, based on our ratio of funded debt to earnings before interest, taxes, depreciation and amortization (EBITDA). For the quarter ended March 31, 2001, our borrowing rate was 1.50% above the prevailing Eurodollar rate. The borrowing rate for the quarter ended June 30, 2001, will be 1.25% above the prevailing Eurodollar rate. As of April 30, 2001, we had $112.7 million of outstanding borrowings under our $160.0 million revolving line of credit, and $47.3 million of additional borrowings were available under the credit facility. We have entered into Interest Rate Swap Agreements under which we have effectively fixed, for a three year period, the interest rate payable on an aggregate of $85 million of borrowings under our revolving line of credit so that the rate is based upon a spread from fixed rates, rather than a spread from the Eurodollar rate. Under these agreements, we have effectively fixed, for a three-year period expiring in February 2004, the interest rate payable on $25 million, $30 million and $30 million of borrowings under our revolving line of credit so that the rate is based upon a spread from 5.33%, 5.35% and 5.46%, respectively, rather than a spread from the Eurodollar rate. These swap agreements are covered by SFAS No. 133 and accordingly resulted in a charge to comprehensive income of $655,000, net of applicable income tax benefit of $419,000. We believe that our working capital, together with our cash flow from operations, borrowings under our credit facility and the recent equity offering will be sufficient to fund our operations and planned growth for at least 12 months. 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 11
12 inventory for the holiday season. Our retail customers usually return these leased units to us early in the following year. This has caused lower utilization rates for our lease fleet and a marginal decrease in cash flow during the first quarter of the past several years. EFFECTS OF INFLATION Our results of operations for the periods discussed in this Report have not been significantly affected by inflation. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We seek to reduce earnings and cash flow volatility associated with changes in interest rates by entering into financial arrangements 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 March 31, 2001, we had three outstanding interest rate swap agreements under which we pay a fixed rate and receive a variable interest rate on $85.0 million of debt. During the quarter ended March 31, 2001, we recorded a $655,000 charge to comprehensive income, net of applicable income tax benefit of $419,000, in accordance with SFAS No. 133 related to the fair value of our interest rate swap agreements. FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS, AND "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Statements in this Report which include such words as "believe", "expect", "intends" or "anticipates", such as the statement regarding our ability to meet our obligations and capital needs during the next 12 months, are forward-looking statements. The occurrence of one or more unanticipated events, however, including a decrease in cash flow generated from operations, a material increase in the borrowing rates under our Credit Agreement (which rates are based on the prime rate or the Eurodollar rates in effect from time to time), a material increase or decrease in prevailing market prices for used containers, or a change in general economic conditions resulting in decreased demand for our products, could cause actual results to differ materially from anticipated results and have a material adverse effect on our ability to meet our obligations and capital needs, and cause future operating results and other events not to occur as presently anticipated. Our annual report, Form 10-K, filed with the U.S. Securities and Exchange Commission, includes a section entitled "Factors That May Affect Future Operating Results", which describes certain factors that may affect our future operating results. That section is hereby incorporated by reference in this Report. Those factors should be considered carefully in evaluating an investment in our common stock. If you do not have a copy of the Form 10-K, you may obtain one by requesting it from the Company's Investor Relations Department at (480) 894-6311 or by mail to Mobile Mini, Inc., 7420 S. Kyrene Rd., Suite 101, Tempe, Arizona 85283. Our filings with the SEC, including the Form 10-K, may be accessed at the SEC's World Wide Web site at http://www.sec.gov. 12
13 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS: None NUMBER DESCRIPTION (b) REPORTS ON FORM 8-K: - Form 8-K, Item 9 (Regulation FD Disclosure) - Filed on March 19, 2001 concerning first and second quarter revenues and earnings per share guidance. 13
14 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 thereunto duly authorized. MOBILE MINI, INC. (Registrant) Dated: May 8, 2001 /s/ Larry Trachtenberg ------------------------------ Larry Trachtenberg Chief Financial Officer & Executive Vice President 14