MOBILE MINI INC
10-Q, 1996-11-14
FABRICATED PLATE WORK (BOILER SHOPS)
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================================================================================
                    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 September 30, 1996

 | |    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                                                               860748362
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                              1834 West 3rd Street
                              Tempe, Arizona 85281
                    (Address of principal executive offices)

                                 (602) 894-6311
                         (Registrant's telephone number)

         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 November 12, 1996, there were outstanding 6,739,324 shares of the
issuer's common stock, par value $.01.

================================================================================
<PAGE>
                                MOBILE MINI, INC.
                            INDEX TO FORM 10-Q FILING
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996


<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS                                         PAGE
                                                                                                  NUMBER

                                              PART I.
                                       FINANCIAL INFORMATION
<S>            <C>                                                                                  <C>
Item 1.        Financial Statements                                                                  3

               Consolidated Balance Sheets                                                           3
                    September 30, 1996 (unaudited) and December 31, 1995

               Consolidated Statements of Operations                                                 4
                    Three  Months  and  Nine  Months  ended  September  30,  1996 and
                    September 30, 1995 (unaudited)

               Consolidated Statements of Cash Flows                                                 5
                    Nine  Months  Ended  September  30, 1996 and  September  30, 1995
                    (unaudited)

               Notes to Consolidated Financial Statements                                            6

Item 2.        Management's  Discussion  and  Analysis  of  Financial  Condition  and                8
                    Results of Operations

                                              PART II.
                                         OTHER INFORMATION

Item 4         Submission of Matters to a Vote of Security Holders                                  12

Item 6(a)      Exhibits                                                                             12

Item 6(b)      Reports on Form 8-K                                                                  12

                                             SIGNATURES                                             13
</TABLE>
                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                MOBILE MINI, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                          ASSETS                                                    September 30, 1996  December 31, 1995
                                                                                       (Unaudited)
                                                                                    -------------------------------------
<S>                                                                                     <C>                <C>        
CURRENT ASSETS:
     Cash and cash equivalents                                                          $   947,022        $ 1,430,651
     Receivables, net                                                                     4,044,061          4,312,725
     Inventories                                                                          6,193,173          5,193,222
     Prepaid and other                                                                    1,031,068            718,574
                                                                                        -----------        -----------
                Total current assets                                                     12,215,324         11,655,172

CONTAINER LEASE FLEET, net                                                               29,422,367         26,954,936
PROPERTY, PLANT AND EQUIPMENT, net                                                       17,081,456         15,472,164
OTHER ASSETS, net                                                                         1,737,990            259,672
                                                                                        -----------        -----------
                Total assets                                                            $60,457,137        $54,341,944
                                                                                        ===========        ===========

           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                                   $ 2,496,994        $ 4,265,147
     Accrued liabilities                                                                  1,592,569          1,572,464
     Current portion of long-term debt                                                    1,139,881            737,181
     Current portion of obligations under capital leases                                  2,103,511          2,488,205
                                                                                        -----------        -----------
                Total current liabilities                                                 7,332,955          9,062,997

LINE OF CREDIT                                                                           21,849,450          4,099,034
LONG-TERM DEBT, less current portion                                                      5,647,835          8,363,333
OBLIGATIONS UNDER CAPITAL LEASES, less current portion                                    5,477,226         12,944,653
DEFERRED INCOME TAXES                                                                     3,823,303          3,711,985
                                                                                        -----------        -----------
                Total liabilities                                                        44,130,769         38,182,002
                                                                                        -----------        -----------

STOCKHOLDERS' EQUITY:

     Series A Convertible  Preferred Stock,  $.01 par value,  $100 stated value,
     5,000,000 shares authorized, 0 and 50,000 issued and outstanding at
     September 30, 1996 and December 31, 1995, respectively                                    --            5,000,000
     Common Stock, $.01 par value, 17,000,000 shares authorized, 6,739,324 and
     4,835,000 shares issued and outstanding at September 30, 1996 and December
     31, 1995, respectively                                                                  67,393             48,350
     Additional paid-in capital                                                          14,338,873          9,378,979
     Retained earnings                                                                    1,920,102          1,732,613
                                                                                        -----------        -----------
                Total stockholders' equity                                               16,326,368         16,159,942
                                                                                        -----------        -----------
                Total liabilities and stockholders' equity                              $60,457,137        $54,341,944
                                                                                        ===========        ===========
</TABLE>
        See the accompanying notes to these consolidated balance sheets.
                                       3
<PAGE>

                                MOBILE MINI, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Nine Months Ended September 30,         Three Months Ended September 30,
                                                         ---------------------------------       ---------------------------------

                                                             1996                 1995               1996                 1995
                                                         ------------         ------------       ------------         ------------
<S>                                                      <C>                  <C>                <C>                  <C>         
REVENUES:
Container and modular building sales                     $ 17,037,687         $ 19,316,103       $  6,376,244         $  7,554,755
Leasing                                                     9,775,390            8,739,036          3,432,714            3,259,189
Other                                                       3,461,849            2,526,076          1,348,199              702,526
                                                         ------------         ------------       ------------         ------------
                                                           30,274,926           30,581,215         11,157,157           11,516,470

COSTS AND EXPENSES:
Cost of container and modular building sales               14,425,775           15,183,891          5,380,427            5,949,573
Leasing, selling and general expenses                      10,768,774           11,548,852          3,679,876            3,941,953
Depreciation and amortization                               1,200,063              909,006            451,648              358,730
                                                         ------------         ------------       ------------         ------------
                           Income from operations           3,880,314            2,939,466          1,645,206            1,266,214

OTHER INCOME (EXPENSE):

Interest income and other                                     110,438              195,884             23,377               73,480
Interest expense                                           (2,923,176)          (2,218,626)          (973,768)            (846,188)
                                                         ------------         ------------       ------------         ------------

INCOME BEFORE PROVISION FOR
INCOME TAXES AND
EXTRAORDINARY ITEM                                          1,067,576              916,724            694,815              493,506

PROVISION FOR INCOME TAXES                                    469,733              403,359            305,719              217,144
                                                         ------------         ------------       ------------         ------------
INCOME BEFORE EXTRAORDINARY ITEM                              597,843              513,365            389,096              276,362
EXTRAORDINARY ITEM                                           (410,354)                --                 --                   --
                                                         ------------         ------------       ------------         ------------
NET INCOME                                               $    187,489         $    513,365       $    389,096         $    276,362
                                                         ============         ============       ============         ============

EARNINGS PER SHARE OF COMMON STOCK AND COMMON
STOCK EQUIVALENT:

INCOME BEFORE EXTRAORDINARY ITEM
                                                         $       0.09         $       0.11       $       0.06         $       0.06

EXTRAORDINARY ITEM                                              (0.06)                --                 --                   --
                                                         ------------         ------------       ------------         ------------


NET INCOME                                               $       0.03         $       0.11       $       0.06         $       0.06
                                                         ============         ============       ============         ============

WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING                               6,737,010            4,835,000          6,739,324            4,835,000
                                                         ============         ============       ============         ============
</TABLE>
          See the accompanying notes to these consolidated statements.
                                       4
<PAGE>
                                MOBILE MINI, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended September 30,
                                                                   ---------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:                                  1996                 1995
                                                                   ------------         ------------
<S>                                                                <C>                  <C>         
Income before extraordinary item                                   $    597,843         $    513,365
Adjustments  to  reconcile  income to net cash  provided by
(used in) operating activities:
Extraordinary loss on early debt extinguishment                        (410,354)                --
Amortization of deferred costs on credit agreement                      304,585                 --
Depreciation and amortization                                         1,200,063              909,006
Gain on disposal of property, plant and equipment                        (7,762)                --
Changes in assets and liabilities:
Decrease (increase) in receivables, net                                 268,664             (307,566)
Increase in inventories                                                (999,951)          (2,851,141)
Increase in prepaids and other                                         (312,494)             (89,131)
(Decrease) increase in other assets                                     204,564              (44,122)
(Decrease) increase in accounts payable                              (1,768,146)           2,133,908
(Decrease) increase in accrued liabilities                               20,105             (238,386)
(Decrease) increase in deferred income taxes                            111,318              403,359
                                                                   ------------         ------------
        Net cash (used in) provided by operating activities            (791,565)             429,292
                                                                   ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Net sales (purchases) of container lease fleet                       (2,716,086)          (2,343,212)
Net purchases of property, plant, and equipment                      (2,311,848)          (3,386,021)
                                                                   ------------         ------------
                      Net cash used in investing activities          (5,027,934)          (5,729,233)
                                                                   ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Net borrowings under lines of credit                                 17,750,416            1,273,774
Proceeds from issuance of long-term debt                              6,635,069            6,945,006
Deferred costs on credit agreement                                   (1,987,467)                --
Principal payments on early debt extinguishment
   related to refinancing under the credit agreement                (14,090,101)                --
Principal payments on long-term debt                                 (1,056,216)          (2,003,013)
Principal payments on capital lease obligations                      (1,894,761)          (1,600,990)
Preferred stock offering costs                                          (21,070)                --
                                                                   ------------         ------------
                  Net cash provided by financing activities           5,335,870            4,614,777
                                                                   ------------         ------------

NET DECREASE IN CASH                                                   (483,629)            (685,164)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                                                                      1,430,651              846,645
                                                                   ------------         ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD
                                                                   $    947,022         $    161,481
                                                                   ============         ============
</TABLE>
          See the accompanying notes to these consolidated statements.
                                       5
<PAGE>
MOBILE MINI, INC. AND SUBSIDIARIES - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and the instructions to Form 10-Q.  Accordingly,  they do
not include all the  information  and footnotes  required by generally  accepted
accounting  principles  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  nine  month  period  ended  September  30,  1996  are  not  necessarily
indicative  of the  operating  results  that may be expected for the entire year
ending  December  31,  1996.  These  financial  statements  should  be  read  in
conjunction  with the  Company's  December  31, 1995  financial  statements  and
accompanying notes thereto.

NOTE B - Earnings  per share is computed by dividing  net income by the weighted
average  number of common  share  equivalents  assumed  outstanding  during  the
periods.  Fully  diluted  earnings  per  share is  considered  equal to  primary
earnings per share in all periods presented.

NOTE C - In December 1995, the Company completed the private placement of 50,000
shares of Series A  Convertible  Preferred  Stock  ("Series A"), $.01 par value,
$100 stated  value.  Subject to the terms of the Series A, all 50,000  shares of
Series A were converted into 1,904,324  shares of the Company's  common stock at
an average conversion rate of $2.63 per share during the first quarter of 1996.

NOTE D - On March 29, 1996,  the Company  entered into a credit  agreement  (the
"Credit  Agreement")  with BT  Commercial  Corporation,  as Agent for a group of
lenders (the "Lenders").  Under the terms of the Credit  Agreement,  the Lenders
have  provided the Company with a $35.0 million  revolving  line of credit and a
$6.0 million term loan.  Borrowings  under the Credit  Agreement  are secured by
substantially all of the Company's assets.

In connection with the closing of the Credit Agreement,  the Company  terminated
its line of credit with its former lender,  repaying all indebtedness under that
line. In addition, the Company repaid other long-term debt and obligations under
capital leases totaling $14.1 million.  As a result,  costs previously  deferred
related  to  certain  indebtedness  and  prepayment  penalties  resulted  in  an
extraordinary charge to earnings of approximately  $410,000 after the benefit of
income taxes.

NOTE E - 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:

                                 September 30, 1996          December 31, 1995
                                 ------------------          -----------------

Raw material and supplies            $2,371,846                  $2,858,181
Work-in-process                       1,881,647                     883,814
Finished containers                   1,939,680                   1,451,227
                                     ----------                  ----------
                                     $6,193,173                  $5,193,222
                                     ==========                  ==========

NOTE F - Property, plant and equipment consisted of the following at:

                                     September 30, 1996        December 31, 1995
                                     ------------------        -----------------

Land                                    $   663,555               $   328,555
Vehicles and equipment                   11,109,020                 9,469,092
Buildings and improvements                6,559,375                 6,363,154
Office fixtures and equipment             2,080,044                 1,714,312
                                        -----------               -----------
                                         20,411,994                17,875,113
Less accumulated depreciation            (3,330,538)               (2,402,949)
                                        -----------               -----------
                                        $17,081,456               $15,472,164
                                        ===========               ===========
                                       6
<PAGE>
NOTE G - On March 29,  1996,  the  Company  purchased  property  adjacent to its
Maricopa  facility from Mr. Richard E. Bunger,  the Company's  President,  for a
purchase price of $335,000,  which management believes reflected the fair market
value of the property. Prior to the purchase date, this property was leased from
Mr. Bunger.

Transactions  with  affiliates  are on terms  no less  favorable  than  could be
obtained  from  unaffiliated  parties  and are  approved  by a  majority  of the
independent and disinterested directors.

NOTE H - Revenues for the nine months and the three months ended  September  30,
1995  include  the  sale of  certain  storage  containers  under  sale/leaseback
arrangements.  Gains from these  transactions  have been  deferred and are being
amortized over the life of the related asset.
                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS
                                 OF OPERATIONS

RESULTS OF OPERATIONS

                Three Months Ended September 30, 1996 Compared to
                      Three Months Ended September 30, 1995

         Revenues for the quarter  ended  September  30, 1996 were  $11,157,000,
which  represents a 3.1% decrease from revenues of  $11,516,000  for the quarter
ended  September  30,  1995.  The  Company  believes  longer term growth will be
achieved  through  its  leasing  operations  and more  emphasis  was  focused on
expanding this area in the third  quarter.  Revenues from sales of the Company's
products decreased by 1.2%, exclusive of container sales revenues recorded under
sale/leaseback transactions, while revenues from leasing of portable storage and
office  units  increased  by 5.3%.  In  1995,  revenues  included  approximately
$1,099,000  recorded under  sale/leaseback  transactions  related principally to
storage  containers  and portable  office units.  These  revenues were offset by
equivalent cost of container sales and did not produce gross margin.  During the
current year, the Company did not enter into any sale/leaseback transactions.

         Excluding the effect of sale/leaseback transactions,  cost of container
and modular  building  sales as a percentage of container  and modular  building
sales for the quarter ended  September 30, 1996 was 84.4%  compared to 78.8% for
the same quarter in 1995.  This increase is  attributable to the mix of products
sold and a  continuing  shortage  in  supply  of used ISO  containers  which has
resulted in higher  acquisition costs to the Company,  in addition to increasing
its sales of manufactured new containers which typically result in lower margins
to the Company.

         Excluding the effect of sale/leaseback  transactions,  leasing, selling
and general  expenses  were 33.0% of revenues  in the  quarter  ended  September
30,1996  compared to 37.8% in the quarter ended September 30, 1995. The decrease
results  primarily from continued  efficiencies  obtained by the Company's Texas
operations,  in addition to the Company beginning to pass certain expenses on to
customers.

         Interest  expense  totaled 8.7% of revenues during the third quarter of
1996 compared to 7.3% of revenues  during the quarter ended  September 30, 1995.
This increase was due largely to the costs related to financing the  substantial
increase in the Company's  equipment and container  lease fleet which  increased
the Company's average debt outstanding  during the period by 38%, in addition to
the amortization of debt issuance costs in connection with the Credit Agreement.
This  increase was  partially  offset by a decrease of over 2% in the  Company's
weighted  average  borrowing  rate resulting from lower interest rates under the
Company's new credit facility.

         Depreciation and  amortization  increased from 3.1% of revenues for the
quarter ended  September  30, 1995 to 4.0% for the quarter  ended  September 30,
1996. This increase is related  primarily to the increase in the Company's lease
fleet,  the acquisition of additional  equipment at the Company's  locations and
the previous expansion of the Company's manufacturing facility.

         The Company posted a 40.9% increase in net income to $389,000,  or $.06
per share,  for the quarter ended September 30, 1996,  compared to net income of
$276,000,  or $.06 per share,  for the quarter  ended  September  30, 1995.  The
weighted average common shares  outstanding  increased by 39% during the quarter
ended  September  30, 1996, as compared to the prior year due to the issuance of
additional common stock.
                                       8
<PAGE>
                Nine Months Ended September 30, 1996 Compared to
                      Nine Months Ended September 30, 1995

         Revenues for the nine months ended September 30, 1996 were $30,275,000,
which  represents a 1.0%  decrease  from  revenues of  $30,581,000  for the nine
months ended September 30, 1995, including container sale revenue recorded under
sale/leaseback  transactions.  Revenues  from  both the  sales of the  Company's
products and leasing of portable  storage and office units were higher,  posting
increases of 8.7% and 11.9%  respectively,  exclusive of container  sale revenue
recorded under  sale/leaseback  transactions.  This increase is primarily due to
the demand for the Company's  products both for purchase and for lease. In 1995,
the Company's  revenues  included  approximately  $3,645,000 in revenue recorded
under sale/leaseback  transactions related principally to storage containers and
portable  office  units.  These  revenues  were  offset  by  equivalent  cost of
container  sales and did not produce gross margin.  During the current year, the
Company did not enter into any sale/leaseback transactions.

         Excluding the effect of sale/leaseback transactions,  cost of container
and modular  building  sales as a percentage of container  and modular  building
sales for the nine months ended  September 30, 1996 was 84.7%  compared to 78.6%
for the same period in 1995.  This increase is  attributable to the mix in sales
within the product line, a shortage in supply of used ISO containers,  which had
caused an increase in the acquisition cost of these  containers,  in addition to
an increase in sales of manufactured  new containers  which typically  result in
lower margins to the Company.

         Excluding the effect of sale/leaseback  transactions,  leasing, selling
and general  expenses  were 35.6% of total  revenue  for the nine  months  ended
September  30, 1996  compared to 42.9% for the nine months ended  September  30,
1995. The decrease primarily results from the continued efficiencies obtained by
the Company's Texas operations,  which were in their start-up phase during 1995,
in addition to the Company beginning to pass certain expenses on to customers.

         Interest  expense totaled 9.7% of revenues during the nine months ended
September  30, 1996  compared to 7.3% of revenues  during the same period  ended
September  30,  1995.  This  increase  was due  largely to the costs  related to
financing  the  substantial  increase in the  Company's  equipment and container
lease fleet which increased the Company's average  outstanding debt level by 50%
in addition to the  amortization  of debt issuance costs in connection  with the
Credit Agreement.  This increase was partially offset by a decrease of nearly 2%
in the Company's  weighted average  borrowing rate resulting from lower interest
rates under the Company's new credit facility.

         Depreciation  and  amortization  increased  to 4.0% of revenues for the
nine  months  ended  September  30,  1996  from 3.0% for the nine  months  ended
September 30, 1995.  This increase is related  primarily to the increase in size
of the Company's  manufacturing  facility,  the increase in the Company's  lease
fleet and additional equipment at the Company's locations.

         The Company  posted income before  extraordinary  item of $598,000,  or
$.09 per share,  for the nine months ended  September 30, 1996,  compared to net
income of $513,000,  or $.11 per share,  for the nine months ended September 30,
1995. The weighted average common shares outstanding increased by 39% during the
nine months  ended  September  30, 1996 as compared to the prior year due to the
issuance of additional common stock.

         In the first  quarter of 1996,  the Company  prepaid  certain  debt and
capital  leases  in  connection  with  entering  into a  credit  agreement  (see
Liquidity and Capital Resources). The Company recognized an extraordinary charge
to earnings of $410,000, or $.06 per share, net of the benefit for income taxes,
as a result of this early  extinguishment  of debt.  The Company  also  incurred
costs of  $1,960,000 in connection  with the credit  agreement,  which have been
deferred and are amortized over the term of the credit agreement.
                                       9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         The Company has required increasing amounts of financing to support the
growth of its business  during the last several  years.  This financing has been
required primarily to fund the acquisition of containers for the Company's lease
fleet and also to fund the  acquisition of property,  plant and equipment and to
support both the Company's container leasing and manufacturing  operations.  The
financing consisted  primarily of capital leases or secured  borrowings,  equity
offerings and other borrowings.

         In order to improve its cash flow, increase its borrowing  availability
and fund its continued  growth,  on March 29, 1996,  the Company  entered into a
credit  agreement (the "Credit  Agreement") with BT Commercial  Corporation,  as
Agent for a group of  lenders  (the  "Lenders").  Under the terms of the  Credit
Agreement,  the Lenders provided the Company with a $35.0 million revolving line
of credit and a $6.0 million term loan.  Borrowings  under the Credit  Agreement
are secured by substantially all of the Company's assets.

         Borrowings  under  the term  loan  are to be  repaid  over a  five-year
period.  Interest  accrues on the term loan is at the Company's option at either
prime plus 1.75% or the Eurodollar  rate plus 3.25%.  Borrowings  under the term
loan are payable monthly as follows (plus interest):

         Months 1 through 12                $62,500
         Months 13 through 24                83,333
         Months 25 through 60               118,056

Additional  principal  payments  equal to 75% of Excess Cash Flow, as defined in
the term loan documents, are required annually.

         Available  borrowings under the revolving line of credit are based upon
the level of the Company's  inventories,  receivables and container lease fleet.
The container lease fleet will be appraised at least annually,  and up to 90% of
the lesser of cost or appraised orderly liquidation value may be included in the
borrowing base.  Interest  accrues at the Company's  option at either prime plus
1.5% or the Eurodollar  rate plus 3% and is payable monthly or at the end of the
term of any  Eurodollar  borrowing.  The term of this  line of  credit  is three
years, with a one-year  extension option. As of September 30, 1996, $1.1 million
of additional  borrowing was available  under the revolving  line of credit,  in
addition to the $21.9 million outstanding as of September 30, 1996.

         The Credit  Agreement  contains several  covenants  including a minimum
tangible net worth requirement, a minimum fixed charge coverage ratio, a maximum
ratio of  debt-to-equity,  minimum  operating income levels and minimum required
utilization rates. In addition,  the Credit Agreement contains limits on capital
expenditures,  acquisitions,  changes in control,  the  incurrence of additional
debt and the payment of dividends.

         In connection  with the closing of the Credit  Agreement in March 1996,
the Company terminated its line of credit with its previous lender, repaying all
indebtedness  under that line. In addition,  the Company repaid other  long-term
debt and obligations under capital leases totaling $14.1 million.

         During the nine months ended  September 30, 1996, the Company  utilized
cash flow from  operations  of $792,000.  This net use of cash was  attributable
primarily to a reduction in accounts  payable and increases in  inventories  and
prepaids.  This was  partially  offset by  operating  income and a  decrease  in
receivables and other assets.

         During the nine months ended  September 30, 1996, the Company  invested
$5,028,000 in equipment and the container lease fleet. This amount is net of the
$1,325,000 in related sales and financing.

         Cash flow from financing  activities totaled $5,336,000 during the nine
months ended September 30, 1996. This was the result of increased  borrowings to
finance  container lease fleet and equipment  acquisitions and the restructuring
of the Company's  debt under the Credit  Agreement  described  above,  partially
offset by the principal payments on indebtedness and an increase in other assets
associated with deferred financing costs incurred in connection with the closing
of the Credit Agreement.
                                       10
<PAGE>
         The Company  believes that cash flow  generated from  operations  along
with the borrowing  capacity  under the Credit  Agreement  will be sufficient to
meet its  obligations and capital needs for the next 12 months.  However,  there
can be no assurance  that  additional  financing  will not be required,  and, if
required, will be available on terms acceptable to the Company.

The  statement  regarding  the  Company's  ability to meet its  obligations  and
capital  needs  for  the  next  12  months  is  a  forward  looking   statement.
Unanticipated events, however,  including a decrease in cash flow generated from
operations  or a  material  increase  in the  borrowing  rates  under the Credit
Agreement,  could cause actual  results to differ  materially  from  anticipated
results.

EFFECTS OF INFLATION

         The results of operations of the Company for the periods discussed have
not been significantly affected by inflation.
                                       11
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)      The  annual  meeting of the  stockholders  of the  Company  was held on
         August 27, 1996, in Phoenix, Arizona. The table below briefly describes
         the proposals and results from the annual meeting of stockholders.

<TABLE>
<CAPTION>
                                                            Number of Shares Voted:
                                                            -----------------------
<S>                                                  <C>               <C>              <C>
         1.       Election of Directors:             For               Withheld
                  ----------------------
                  Richard E. Bunger                  6,282,132         64,833
                  Lawrence Trachtenberg              6,282,132         64.833
                  Steven G. Bunger                   6,282,132         64,833
                  George E. Berkner                  6,282,132         64,833
                  Ronald J. Marusiak                 6,282,132         64,833

         2.       Amendment to                       For               Against          Abstain
                  Corporation's 1994 Stock
                  Option Plan.                       5,879,667         212,022          255,276

         3.       Ratification of
                  appointment of Arthur
                  Andersen LLP as the
                  Independent Auditors.              6,282,251         39,289           25,425
</TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)               Exhibits

Number                                           Description

11                           Computation of Earnings per Share for the Three and
                            Nine Month Periods ended September 30, 1996 and 1995

27                                          Selected Financial Data


(b)               Reports on Form 8-K

none
                                       12
<PAGE>
                                   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:  November 12, 1996                            By:  /s/ Larry Trachtenberg
                                                        ------------------------
                                                        Larry Trachtenberg
                                                        Chief Financial Officer
                                       13

Exhibit 11
                                MOBILE MINI, INC.
                 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE


<TABLE>
<CAPTION>
                                                      Nine Months Ended                     Three Months Ended
                                                         September 30,                         September 30,
                                                   1996               1995               1996                 1995
                                               -------------------------------------------------------------------------
<S>                                                <C>                 <C>                <C>                  <C>
PRIMARY:
Common Shares outstanding, beginning of year       4,835,000           4,835,000          6,739,324            4,835,000
Effect of weighting shares:
    Conversion of Series A preferred stock         1,902,010                   -                  -                    -
Weighted average number of common              -------------------------------------------------------------------------
    shares and common share equivalents
    outstanding                                    6,737,010           4,835,000          6,739,324            4,835,000
                                               =========================================================================

Net Income available for common stock               $187,489            $513,365           $389,096             $276,362
                                               =========================================================================

Net Income per common share and 
    common share equivalent (Note 1)                   $0.03               $0.11              $0.06                $0.06
                                               =========================================================================



FULLY DILUTED:
Common Shares outstanding, beginning of year       4,835,000           4,835,000          6,739,324            4,835,000
Effect of weighting shares:
    Conversion of Series A preferred stock         1,902,010                   -                  -                    -
Weighted average number of common              -------------------------------------------------------------------------
    shares and common share equivalents
    outstanding                                    6,737,010           4,835,000          6,739,324            4,835,000
                                               =========================================================================

Net Income available for common stock               $187,489            $513,365           $389,096             $276,362
                                               =========================================================================

Net Income per common share and 
    common share equivalent (Note 1)                   $0.03               $0.11              $0.06                $0.06
                                               =========================================================================
</TABLE>

Note 1 - Net income per common  share and  common  share  equivalent  calculated
after effect of extraordinary item.
                                       14

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                                                   1
<CURRENCY>                                                          U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1996
<PERIOD-START>                                                       JAN-01-1996
<PERIOD-END>                                                         SEP-30-1996
<EXCHANGE-RATE>                                                                1  
<CASH>                                                                   947,022  
<SECURITIES>                                                                   0  
<RECEIVABLES>                                                          4,238,720  
<ALLOWANCES>                                                             194,659  
<INVENTORY>                                                            6,193,173  
<CURRENT-ASSETS>                                                      12,215,324  
<PP&E>                                                                20,411,994  
<DEPRECIATION>                                                         3,330,538  
<TOTAL-ASSETS>                                                        60,457,137  
<CURRENT-LIABILITIES>                                                  7,332,956  
<BONDS>                                                                        0  
                                                          0  
                                                                    0  
<COMMON>                                                                  67,393  
<OTHER-SE>                                                                     0  
<TOTAL-LIABILITY-AND-EQUITY>                                          60,457,137  
<SALES>                                                               17,037,687  
<TOTAL-REVENUES>                                                      30,274,926  
<CGS>                                                                 14,425,775  
<TOTAL-COSTS>                                                         26,394,612  
<OTHER-EXPENSES>                                                        (110,438) 
<LOSS-PROVISION>                                                               0  
<INTEREST-EXPENSE>                                                     2,923,176  
<INCOME-PRETAX>                                                        1,067,576  
<INCOME-TAX>                                                             469,733  
<INCOME-CONTINUING>                                                      597,843  
<DISCONTINUED>                                                                 0  
<EXTRAORDINARY>                                                          410,354  
<CHANGES>                                                                      0  
<NET-INCOME>                                                             187,489  
<EPS-PRIMARY>                                                               0.03  
<EPS-DILUTED>                                                               0.03  
        

</TABLE>


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