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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):
July 27, 2006
MOBILE MINI, INC.
(Exact name of registrant as specified in its chapter)
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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
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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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)
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 July 27, 2006, Mobile Mini, Inc. issued a press release announcing its financial results for the
second quarter ended June 30, 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 show our operating results absent an estimated expense
relating to the impact of SFAS 123(R), Share-Based Payment (SFAS 123(R)) and debt
extinguishment cost of $6.4 million. In addition, the pro forma earnings guidance for our third
quarter 2006 and the full year 2006 show our operating results absent an estimated expense relating
to the impact of SFAS 123(R) and the debt extinguishment costs is also excluded in the 2006
guidance. For a reconciliation of the pro forma results to actual results for the three months and
the six months ended June 30, 2006, please see the press release, which is furnished as Exhibit
99.01 to this report.
A reconciliation of EBITDA to net income follows (in thousands), which includes effects of
rounding:
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Three Months |
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Three Months |
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Six Months |
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Six Months |
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Ended June 30, |
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Ended June 30, |
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Ended June 30, |
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Ended June 30, |
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2006 |
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2005 |
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2006 |
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2005 |
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Reconciliation of net income
to EBITDA: |
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Net income |
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$ |
7,658 |
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$ |
10,145 |
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$ |
15,862 |
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$ |
16,530 |
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Interest expense |
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5,740 |
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5,630 |
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12,186 |
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11,150 |
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Income taxes |
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4,791 |
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5,634 |
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10,114 |
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9,716 |
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Depreciation and amortization |
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4,004 |
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3,139 |
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7,592 |
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6,187 |
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Debt extinguishment expense |
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6,425 |
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6,425 |
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EBITDA |
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$ |
28,618 |
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$ |
24,548 |
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$ |
52,179 |
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$ |
43,583 |
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2
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 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) |
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Exhibits. |
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99.01 Registrants press release, dated July 27, 2006. |
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: July 27, 2006 |
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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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