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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
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Commission File Number 1-12804
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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)
1834 West 3rd Street
Tempe, Arizona 85281
(Address of principal executive offices)
(602) 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 October 30, 1997, there were outstanding 6,799,324 shares of the
issuer's common stock, par value $.01.
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<PAGE>
MOBILE MINI, INC.
INDEX TO FORM 10-Q FILING
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
NUMBER
PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Consolidated Balance Sheets 3
September 30, 1997 (unaudited) and December 31, 1996
Consolidated Statements of Operations 4
Three Months and Nine Months ended September 30, 1997 and
September 30, 1996 (unaudited)
Consolidated Statements of Cash Flows 5
Nine Months Ended September 30, 1997 and
September 30, 1996 (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 2 Changes in Securities and Use of Proceeds 12
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOBILE MINI, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS September 30, 1997 December 31, 1996
(Unaudited) (As restated)
-------------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,336,275 $ 736,543
Receivables, net 6,773,586 4,631,854
Inventories 5,666,538 4,998,382
Prepaid and other 1,377,369 742,984
----------- -----------
Total current assets 15,153,768 11,109,763
CONTAINER LEASE FLEET, net 46,047,646 34,313,193
PROPERTY, PLANT AND EQUIPMENT, net 18,072,284 17,696,046
OTHER ASSETS, net 1,696,103 1,697,199
----------- -----------
Total assets $80,969,801 $64,816,201
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,470,415 $ 2,557,329
Accrued interest 558,909 261,698
Accrued compensation 568,625 674,818
Other accrued liabilities 2,142,531 1,255,597
Current portion of long-term debt 1,938,105 1,378,829
Current portion of obligations under capital leases 1,968,842 1,352,279
----------- -----------
Total current liabilities 10,647,427 7,480,550
LINE OF CREDIT 36,523,827 26,406,035
LONG-TERM DEBT, less current portion 4,663,308 5,623,948
OBLIGATIONS UNDER CAPITAL LEASES, less current portion 3,769,296 5,387,067
SUBORDINATED NOTE, net 2,930,825 --
DEFERRED INCOME TAXES 4,768,963 3,709,500
----------- -----------
Total liabilities 63,303,646 48,607,100
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock; $.01 par value, 17,000,000 shares authorized,
6,739,324 issued and outstanding at
September 30, 1997 and December 31, 1996 67,393 67,393
Additional paid-in capital 15,660,434 15,588,873
Retained earnings 1,938,328 552,835
----------- -----------
Total stockholders' equity 17,666,155 16,209,101
----------- -----------
Total liabilities and stockholders' equity $80,969,801 $64,816,201
=========== ===========
</TABLE>
See the accompanying notes to these consolidated balance sheets.
3
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Container and other sales $ 4,701,743 $ 6,376,244 $ 15,441,124 $ 17,037,687
Leasing 4,721,347 3,432,714 12,726,628 9,775,390
Other 2,076,855 1,366,367 5,175,444 3,563,078
------------ ------------ ------------ ------------
11,499,945 11,175,325 33,343,196 30,376,155
COSTS AND EXPENSES:
Cost of container and other sales 3,108,623 5,380,427 11,118,979 14,425,775
Leasing, selling and general expenses 5,295,188 3,679,876 14,587,373 10,768,774
Depreciation and amortization 596,560 451,648 1,598,436 1,200,063
------------ ------------ ------------ ------------
Income from operations 2,499,574 1,663,374 6,038,408 3,981,543
OTHER INCOME (EXPENSE):
Interest income and other 1,423 5,209 1,423 9,209
Interest expense (1,317,114) (973,768) (3,565,737) (2,923,176)
------------ ------------ ------------ ------------
INCOME BEFORE PROVISION FOR INCOME TAXES AND
EXTRAORDINARY ITEM 1,183,883 694,815 2,474,094 1,067,576
PROVISION FOR INCOME TAXES 520,909 305,719 1,088,601 469,733
------------ ------------ ------------ ------------
INCOME BEFORE EXTRAORDINARY ITEM 662,974 389,096 1,385,493 597,843
EXTRAORDINARY ITEM (Note D) -- -- -- (410,354)
------------ ------------ ------------ ------------
NET INCOME $ 662,974 $ 389,096 $ 1,385,493 $ 187,489
============ ============ ============ ============
EARNINGS PER COMMON AND COMMON STOCK
EQUIVALENT:
INCOME BEFORE EXTRAORDINARY ITEM $ 0.10 $ 0.06 $ 0.20 $ 0.09
EXTRAORDINARY ITEM -- -- -- (0.06)
------------ ------------ ------------ ------------
NET INCOME $ 0.10 $ 0.06 $ 0.20 $ 0.03
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 6,829,105 6,739,324 6,765,977 6,737,010
============ ============ ============ ============
</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: 1997 1996
------------ ------------
<S> <C> <C>
Net income $ 1,385,493 $ 187,489
Adjustments to reconcile income to net cash used in operating activities:
Extraordinary loss on early debt extinguishment -- 410,354
Amortization of deferred costs on credit agreement 378,609 304,585
Depreciation and amortization 1,598,436 1,200,063
Loss (gain) on disposal of property, plant and equipment 53,058 (7,762)
Changes in assets and liabilities:
Decrease (increase) in receivables, net (2,141,732) 268,664
Increase in inventories (622,604) (999,951)
Increase in prepaids and other (634,385) (312,494)
Decrease (increase) in other assets (377,513) 279,377
Increase (decrease) in accounts payable 913,086 (1,768,146)
Increase in accrued liabilities 1,077,952 20,105
Increase in deferred income taxes 1,059,463 111,317
------------ ------------
Net cash provided by (used in) operating activities 2,689,863 (306,399)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of container lease fleet (12,100,138) (2,716,086)
Net purchases of property, plant, and equipment (1,707,509) (2,311,848)
------------ ------------
Net cash used in investing activities (13,807,647) (5,027,934)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit 10,117,792 17,750,416
Proceeds from issuance of long-term debt 3,754,955 6,635,069
Payment for deferred financing costs -- (2,156,856)
Principal payments and penalties on early debt
extinguishment -- (14,405,879)
Principal payments on long-term debt (1,153,933) (1,056,216)
Principal payments on capital lease obligations (1,001,298) (1,894,761)
Additional paid in capital -- (21,069)
------------ ------------
Net cash provided by financing activities 11,717,516 4,850,704
------------ ------------
NET INCREASE (DECREASE) IN CASH 599,732 (483,629)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 736,543 1,430,651
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,336,275 $ 947,022
============ ============
</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, 1997 are not necessarily
indicative of the operating results that may be expected for the entire year
ending December 31, 1997. These financial statements should be read in
conjunction with the Company's December 31, 1996 financial statements and
accompanying notes thereto.
Certain amounts in the 1996 financial statements have been reclassified to
conform with the 1997 financial statement presentation.
NOTE B - Earnings per common 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 common share is considered equal to
primary earnings per share in all periods presented.
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". The
Company is required to adopt SFAS No. 128 in the fourth quarter of fiscal 1997
and, at that time, will restate prior periods earnings per share to conform with
SFAS No. 128. The effect of this restatement is not significant on any period
presented.
NOTE C - Stockholders' equity in the accompanying consolidated financial
statements has been restated to give effect to the accounting treatment
announced by the staff of the Securities and Exchange Commission ("SEC") at the
March 13, 1997 meeting of the Emerging Issues Task Force relevant to the
Company's issuance in 1995 of the Series A Convertible Preferred Stock having
"beneficial conversion" features. The Series A Convertible Preferred Stock
included conversion features which permitted the holders to convert their
preferred shares to common shares at a fixed discount off of the market price of
the common shares when converted. Under this accounting treatment, the estimated
value of the fixed discount (20% of the closing price at the date of conversion)
has been accounted for as additional paid-in-capital. The difference between the
stated value of the Series A Convertible Preferred Stock and its original
carrying value (i.e., fixed discount) was accreted through the first possible
conversion date, December 31, 1995, as preferred stock dividends. This
restatement did not have any effect on cash flows of the Company.
NOTE D - The Company entered into a credit agreement (the "Credit Agreement") in
March, 1996 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. In July, 1997, the revolving line of credit was increased to $40.0
million. Borrowings under the Credit Agreement are secured by substantially all
of the Company's assets.
6
<PAGE>
In connection with the closing of the Credit Agreement, the Company repaid
long-term debt and obligations under capital leases totaling $14.1 million. As a
result, costs previously deferred related to this indebtedness and prepayment
penalties resulted in an extraordinary charge to earnings in 1996, of
approximately $410,000 after the benefit of income taxes.
NOTE E - In July 1997, the Company completed a private placement of $3.0 million
of 12% senior subordinated notes (the "Bridge Notes") and warrants to purchase
50,000 shares of Mobile Mini, Inc. common stock at $5.00 per share. The Bridge
Notes were due the earlier of July 31, 2002, or on the refinancing of the Bridge
Notes on substantially similar terms. In October 1997, the Company issued $6.9
million of 12% Senior Subordinated Notes ("Notes") with redeemable warrants to
purchase 172,500 shares of the Company's common stock at $5.00 per share. The
Notes are due November 1, 2002. From the proceeds of the sale of the Notes, the
Company repaid the $3.0 million in Bridge Notes and accrued interest and reduced
the borrowings outstanding under the revolving line under the Credit Agreement
with the remainder of the net proceeds. The warrants issued to Bridge Note
holders were canceled, and the holders received 15,000 shares of common stock in
consideration for such cancellation. The proceeds received by the Company from
the sale of the Notes will be allocated between the 12% Notes and the related
warrants based on the respective fair values of each instrument. The resulting
discount increases the effective interest rate of the Notes and will be
amortized to interest expense over the life of the debt.
NOTE F - The Company's publicly traded warrants issued in connection with the
Company's initial public offering have been extended to expire on February 17,
1998.
NOTE G - 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, 1997 December 31, 1996
------------------ -----------------
Raw material and supplies $3,252,018 $3,547,487
Work-in-process 639,320 288,986
Finished containers 1,775,190 1,161,909
---------- ----------
$5,666,538 $4,998,382
========== ==========
NOTE H - The Company maintains a container lease fleet consisting of refurbished
or constructed containers, office units and modular buildings that are leased to
customers with varying terms. Depreciation is provided using the straight-line
method over the containers' and modular buildings' estimated useful lives of 20
years with salvage values estimated at 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 containers and modular
buildings are expensed as incurred. As of September 30, 1997, the Company's
lease fleet, net of depreciation, was $46.0 million as compared to $34.3 at
December 31, 1996.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended September 30, 1997 Compared to
Three Months Ended September 30, 1996
Revenues for the quarter ended September 30, 1997 were $11,500,000
which represents a 2.9% increase over revenues of $11,175,000 for the quarter
ended September 30, 1996. Revenues from the sales of the Company's products
decreased 26.3% while the revenues from the leasing of portable storage
containers and office units increased 37.5%. Revenues from the Company's
trucking and other related leasing activities increased 52.0%. The decrease of
product sales primarily reflects management's decision and efforts to increase
its core leasing business in addition to the Company's discontinuance of the
lower margin modular building operations which contributed $1,300,000 of sales
in the third quarter of 1996. The increase in lease revenues resulted from an
increase in the average per unit container rental rate, yielding 3.9%, and a
29.7% increase in the average number of containers on lease. The increase in the
Company's other revenues, primarily related to trucking service income and loss
limitation waiver income, is associated with the increased leasing revenues.
Cost of container and other sales as a percentage of container and
other sales for the quarter ended September 30, 1997 was 66.1% compared to 84.4%
for the same quarter in 1996. This decrease partially resulted from the
discontinuation of the lower margin modular building line, in addition to higher
margins on all other product sales.
Leasing, selling and general expenses were 46.0% of total revenue in
the quarter ended September 30, 1997 compared to 32.9% in the quarter ended
September 30, 1996. This increase reflects the additional costs associated with
maintaining a larger container lease fleet and support equipment, and the
additional administrative costs and staff to support this growth.
Interest expense was 11.5% of revenues during the third quarter of 1997
compared to 8.7% of revenues during the quarter ended September 30, 1996.
Interest expense increased $343,000 primarily due to the growth in the Company's
leasing operations and the related borrowings to finance that growth, in
addition to higher interest costs related to the Bridge Notes, partially offset
by a lower weighted average borrowing rate under the Credit Agreement.
Depreciation and amortization increased from 4.0% of revenues for the
three months ended September 30, 1996 to 5.2% for the three months ended
September 30, 1997. This results from the increase in the Company's lease fleet
and the acquisition of additional equipment at the Company's various locations.
The Company posted a 70.4% increase in net income to $663,000, or $0.10
per share for the quarter ended September 30, 1997 compared to net income of
$389,000 or $0.06 per share during the same period in the prior year. This
increase is primarily a result of increased leasing and leasing related revenues
and higher profit margins on sales partially offset by higher administrative and
interest costs. The Company's effective tax rate remained unchanged at 44.0%.
8
<PAGE>
Nine Months Ended September 30, 1997 Compared to
Nine Months Ended September 30, 1996
Revenues for the nine months ended September 30, 1997 were $33,343,000,
a 9.8% increase over revenues of $30,376,000 for the nine months ended September
30, 1996. Revenues from the sales of the Company's products decreased 9.4%,
while the revenues from the leasing of portable storage and from the Company's
trucking and other related leasing activities increased 34.2% and represented
53.7% of total revenue compared to 43.9% for the same period in 1996. This
increase in lease and lease related revenues primarily is a result of a 23.4%
increase in the average number of containers on lease, an increase in the
average per unit container rental rate, yielding 3.4%. The increase in the
Company's other revenues, primarily related to trucking service income and loss
limitation waiver income, is associated with the increased leasing revenues.
Cost of container and other sales as a percentage of container and
other sales for the nine months ended September 30, 1997 was 72.0% compared to
84.7% for the same period in 1996. This decrease primarily resulted from an
increase in sales of the Company's higher margin telecommunication shelters,
increase in the Company's national dealer program and efficiencies realized as a
result of the discontinuation in 1996 of the Company's modular building line.
Leasing, selling and general expenses were 43.7% of total revenue for
the nine months ended September 30, 1997 compared to 35.5% in the nine months
ended September 30, 1996. The increase is the result of additional operating
costs to support the increased leasing operations. These additional costs
included higher maintenance costs associated with a larger trucking fleet,
additional equipment to maintain, service and transport a larger container lease
fleet, and increased personnel costs and related benefits to support the
continued growth of the leasing operations.
Interest expense was 10.7% of revenues during the nine months ended
September 30, 1997 compared to 9.6% of revenues during the nine months ended
September 30, 1996. This increase is related to financing the Company's growth
in its container lease fleet and equipment which permitted the Company to
continue improving its leasing revenue. This increase is partially offset by a
1.2% decrease in the Company's weighted average borrowing rate as a result of
lower interest rates under the Credit Agreement (including the effect of
amortization of additional debt issuance costs in connection with the Company's
Credit Agreement).
Depreciation and amortization increased from 4.0% of revenues for the
nine month period ended September 30, 1996 to 4.8% for the nine month period
ended September 30, 1997, as a result of the increase in the Company's lease
fleet and the acquisition of additional support equipment at the Company's
various locations.
The Company posted a net income of $1,385,000, or $0.20 per share, for
the nine months ended September 30, 1997 compared to net income before
extraordinary item of $598,000, or $0.09 per share, during the same period in
1996. This increase is primarily a result of increased revenues and the higher
profit margins on sales partially offset by higher administrative costs. The
Company's effective tax rate remained unchanged at 44.0%. During the quarter
ended March 31, 1996, the Company prepaid certain debt and capital leases in
connection with entering into a new credit agreement. 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.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's business plan is to continue to increase the size of its
container lease fleet and related property, plant and equipment. The Company
will require additional financing to sustain such growth. The growth in the
container lease fleet and related property, plant and equipment over the past
year was primarily funded through the Company's Credit Agreement, which includes
a revolving line of credit (the "Revolving Line") with permitted borrowings
based on the level of the Company's inventories, receivables and the size of its
container lease fleet.
In July 1997, the Company issued $3.0 million of 12% senior
subordinated notes (the "Bridge Notes") with warrants to purchase 50,000 shares
of the Company's common stock at $5.00 per share. Proceeds of the Bridge Notes
were initially used to reduce the Revolving Line. Simultaneously with the
issuance of the Bridge Notes, the Company's lenders increased the Revolving Line
by an additional $5.0 million, to $40.0 million of borrowing availability. In
October, 1997, the Company issued $6.9 million of 12% senior subordinated notes
with redeemable warrants to purchase 172,500 shares of the Company's common
stock at $5.00 per share. The notes are due November 1, 2002. The Company repaid
the $3.0 million Bridge Notes and accrued interest and reduced the Revolving
Line with the remainder of the net proceeds. The warrants issued to the holders
of the Bridge Notes were canceled and 15,000 shares of Common Stock were issued
in consideration of the cancellation.
As of September 30, 1997, the Company had borrowings outstanding of
$36,524,000 under the Revolving Line and $3,163,000 of additional borrowing was
available under that line. As a result of the issuance of the 12% senior
subordinated notes and application of the net proceeds, additional borrowing
availability under the Revolving Line had increased to $7,742,000 on October 14,
1997.
During the nine months ended September 30, 1997, the Company's
operations provided cash of $2,690,000. This primarily reflects the increase in
leasing operations, improved sale margins in addition to increases in accrued
payables, liabilities and deferred income taxes, a function of net income,
partially offset by increased trade receivables, a function of increased
revenues, inventories and other assets.
The Company invested $13,808,000 in its container lease fleet and other
equipment during the nine months ended September 30, 1997. This amount is net of
$1,556,000 in sales of containers from the lease fleet.
Cash flow provided by financing activities totaled $11,718,000 for the
nine months ended September 30, 1997. This financing was utilized to fund the
increase in the container lease fleet, related property, plant and equipment,
and inventory levels, which was partially offset by principal payments on
long-term debt and capitalized leases.
The Company believes that its current capitalization, including the
issuance of the 12% senior subordinated notes in October 1997 and the increase
in available borrowings under the Revolving Line portion of the Credit
Agreement, will be sufficient to maintain its current level of operations and
permit controlled growth over the next 12 months. However, should demand for the
Company's products exceed current expectation, or should the Company expand its
operations into several additional markets, the Company would be required to
secure additional financing through debt or equity offerings, additional
borrowings or a combination of these
10
<PAGE>
sources. However, there is no assurance that any such financing will be obtained
or obtained on terms acceptable to the Company.
EFFECTS OF INFLATION
The results of operations of the Company for the periods discussed have
not been significantly affected by inflation.
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",
"intends" or "anticipates", such as the statement regarding the Company's
ability to meet its 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 the 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 the
Company's products, could cause actual results to differ materially from
anticipated results and have a material adverse effect on the Company's ability
to meet its obligations and capital needs, and cause future operating results
and other events not to occur as presently anticipated. The Company issued $6.9
million of senior subordinated notes in October 1997, in a public offering
subject to its Registration Statement. That Registration Statement and the
Prospectus, dated October 8, 1997, which is a part of it (the "Prospectus"),
include a section entitled "Risk Factors", which describes certain factors that
may affect future operating results of the Company. That section is hereby
incorporated by reference in this Report. Those factors should be considered
carefully in evaluating an investment in the Company's Common Stock. If you do
not have a copy of the Prospectus, you may obtain one by requesting it from the
Company's Investor Relations Department at (602) 894-6311 or by mail at Mobile
Mini, Inc., 1834 West Third Street, Tempe, Arizona 85281. The Company's filings
with the SEC may be accessed at the SEC's World Wide Web site at
http://www.sec.gov.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On July 31, 1997, the Company issued $3.0 million in principal amount
of its 12% Senior Subordinated Notes Due 2002 ("Bridge Notes") to Arizona Land
Income Corporation (the "Noteholder"), a publicly-held real estate investment
trust, in a transaction exempt from the registration requirements of the
Securities Act of 1933 pursuant to Section 4(2) thereof and Regulation D
thereunder. The Company also issued to the Noteholder warrants to purchase
50,000 shares of Common Stock at an exercise price of $5.00 per share
("Warrants"). The aggregate purchase price of the Bridge Notes and Warrants was
$3.0 million. The Bridge Notes were repaid in October 1997 with a portion of the
net proceeds of the Company's public offering of $6.9 million in principal
amount of its 12% Senior Subordinated Notes Due 2002, at which time the Warrants
were canceled in consideration of the Company's issuance of 15,000 shares of
restricted Common Stock to the Noteholder in a transaction exempt from the
registration requirements of the Securities Act of 1933 pursuant to Section 4(2)
and Regulation D described above.
12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Description
11 Computation of Earning per Share for the Three Month and Nine
Month Period Ended September 30, 1997 and 1996
27 Selected Financial Data
(b) Reports on Form 8-K: none
13
<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: October 30, 1997 /s/ Larry Trachtenberg
------------------------
Larry Trachtenberg
Chief Financial Officer &
Executive Vice President
14
Exhibit 11
MOBILE MINI, INC.
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
1997 1996 1997 1996
-------------------------------- -------------------------------
<S> <C> <C> <C> <C>
PRIMARY:
Common Shares outstanding, beginning of year 6,739,324 6,739,324 6,739,324 4,835,000
Effect of weighting shares:
Employee stock options 89,781 -- 26,653 --
Conversion of Series A preferred stock -- -- -- 1,902,010
---------- ---------- ---------- ----------
Weighted average number of common shares
and common share equivalents outstanding 6,829,105 6,739,324 6,765,977 6,737,010
========== ========== ========== ==========
Net Income $ 662,974 $ 389,096 $1,385,493 $ 187,489
========== ========== ========== ==========
Net Income per common share and common
share equivalent (Note 1) $ 0.10 $ 0.06 $ 0.20 $ 0.03
========== ========== ========== ==========
FULLY DILUTED:
Common Shares outstanding, beginning of year 6,739,324 6,739,324 6,739,324 4,835,000
Effect of weighting shares:
Employee stock options 99,131 -- 82,508 --
Conversion of Series A preferred stock -- -- -- 1,902,010
---------- ---------- ---------- ----------
Weighted average number of common shares
and common share equivalents outstanding 6,838,455 6,739,324 6,821,832 6,737,010
========== ========== ========== ==========
Net Income $ 662,974 $ 389,096 $1,385,493 $ 187,489
========== ========== ========== ==========
Net Income per common share and common
share equivalent (Note 1) $ 0.10 $ 0.06 $ 0.20 $ 0.03
========== ========== ========== ==========
</TABLE>
Note 1 - Net income per common share and common share equivalent
calculated after effect of an extraordinary item recorded
during the quarter ended March 31, 1996.
15
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<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
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0
0
<COMMON> 67,393
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<INCOME-PRETAX> 2,474,094
<INCOME-TAX> 1,088,601
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<NET-INCOME> 1,385,493
<EPS-PRIMARY> 0.20
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</TABLE>
