MOBILE MINI INC, S-2/A, 1999-05-05

MOBILE MINI INC
S-2/A, 1999-05-05
FABRICATED PLATE WORK (BOILER SHOPS)

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1999

REGISTRATION NO. 333-76093

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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MOBILE MINI, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 7359 86-0748362
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

1834 WEST THIRD STREET
TEMPE, ARIZONA 85281
(602) 894-6311
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

LAWRENCE TRACHTENBERG
EXECUTIVE VICE PRESIDENT
1834 WEST THIRD STREET
TEMPE, ARIZONA 85281
(602) 894-6311
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

------------------------

WITH COPIES TO

<TABLE>
<S> <C>
JOSEPH P. RICHARDSON RICHARD C. TILGHMAN, JR.
SHAWN E. SHEARER WM. DAVID CHALK
BRYAN CAVE LLP PIPER & MARBURY L.L.P.
TWO NORTH CENTRAL AVENUE, SUITE 2200 36 SOUTH CHARLES STREET
PHOENIX, ARIZONA 85004 BALTIMORE, MARYLAND 21201
TELEPHONE: (602) 364-7000 TELEPHONE: (410) 539-2530
FAX: (602) 364-7070 FAX: (410) 539-0489
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. [ ]
- ------------------------

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------------

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION

MAY 5, 1999

3,100,000 SHARES
[MOBILE MINI, INC. LOGO]

COMMON STOCK

------------------------

Mobile Mini, Inc. is a leading provider of portable storage solutions. We
are offering 2,500,000 shares of our common stock and the selling stockholders
named in this prospectus are offering 600,000 shares.

Our common stock is traded on the Nasdaq National Market under the symbol
"MINI". On April 15, 1999, the last reported sale price of our common stock on
the Nasdaq National Market was $12.50 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 8.

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- ---------
<S> <C> <C>
Public offering price....................................... $ $
Underwriting discounts and commissions...................... $ $
Proceeds, before expenses, to Mobile Mini, Inc. ............ $ $
Proceeds to selling stockholders............................ $ $
</TABLE>

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

Mobile Mini, Inc. has granted the underwriters the right to purchase up to
465,000 additional shares of common stock at the public offering price less
underwriting discounts and commissions to cover any over-allotments.

------------------------

The underwriters are severally underwriting the shares being offered. The
underwriters expect to deliver the shares being offered against payment in
Baltimore, Maryland on , 1999.

BT ALEX. BROWN A.G. EDWARDS & SONS, INC.

MORGAN KEEGAN & COMPANY, INC.

PEACOCK, HISLOP, STALEY & GIVEN, INC.

, 1999

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[IFC

4 COLOR WORK]
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary..................................................... 3
Risk Factors................................................ 8
Use of Proceeds............................................. 13
Price Range of Common Stock and Dividend Policy............. 13
Capitalization.............................................. 14
Selected Consolidated Financial and Operating Data.......... 15
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 17
Business.................................................... 23
Management.................................................. 31
Principal and Selling Stockholders.......................... 34
Description of Common Stock and Other Securities............ 35
Plan of Distribution........................................ 37
Validity of the Shares...................................... 39
Experts..................................................... 39
Where You Can Get Additional Information.................... 39
Incorporation of Certain Documents by Reference............. 39
Index to Financial Statements............................... F-1
</TABLE>

<PAGE> 5

SUMMARY

The following summary highlights selected information from this prospectus
and may not include all of the information that is important to you. To more
fully understand our business and this offering, you should read the entire
prospectus carefully, including the risk factors and our financial statements
and related notes which begin on page F-1.

MOBILE MINI, INC.

OUR BUSINESS

We believe we are the nation's largest provider of portable storage
solutions through our lease fleet of over 26,000 portable storage units. We
currently operate 13 branches located in seven southwestern and western states.
Our portable storage products offer secure, temporary storage with immediate
access. We have a diversified customer base of over 28,000 retailers, small and
large businesses, construction companies, schools, governmental entities and
homeowners. Our customers use our products for a wide variety of applications,
including the storage of retail and manufacturing inventory, construction
materials and equipment, documents and records and household goods. We obtain
our portable storage units by purchasing used ocean-going containers (ISOs),
which we refurbish and modify, and by manufacturing our own units. We offer a
wide range of products in varying lengths and widths with an assortment of
customized features such as our patented security system, multiple doors,
electrical wiring and shelving. We believe we offer superior, differentiated
products and the broadest range of portable storage products in the industry.

OUR MARKET OPPORTUNITY

The portable storage industry is evolving and is currently highly
fragmented with no national service provider. We believe this industry will
continue to expand as the advantages of portable storage become more widely
known. Portable storage brings the storage solution to the customer's location
and addresses the need for secure, temporary storage with immediate access. Our
portable storage products are primarily used by businesses rather than
consumers. We believe that there are many markets in the United States where
demand for portable storage products is underdeveloped and underserved. Many
existing industry participants provide portable storage through unimproved
ocean-going shipping containers or old over-the-road trailers. We believe our
superior products and our professional, service-oriented approach allow us to
both capture market share and expand market awareness of portable storage
solutions when we enter a new market. Our goal is to become the leading national
provider of portable storage.

OUR LEASING FOCUS

In 1996, we initiated a strategy of focusing on leasing instead of selling
our portable storage units. Since then, we have increased our lease fleet by
14,500 units, or approximately 128%. We initiated this strategic shift because
we believe leasing allows us to achieve strong growth, improved profitability
and increased predictability of our business. We believe our leasing model is
highly attractive because portable storage units:

- Provide predictable, recurring revenues from leases with an average
duration of 20 months

- Have average monthly rental rates which recoup our unit investment in 26
months

- Have useful lives exceeding 20 years, low maintenance and high residual
values

- Produce incremental leasing operating margins above 60%

As a result of shifting our focus to leasing, we have achieved substantial
increases in both revenues and profitability. In the past three years, our
leasing revenues have increased from $15.5 million to $36.5 million, and we have
achieved internal growth exceeding 30% compounded

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annually. Over the same period, we have increased our operating income from $4.6
million to $13.3 million and improved our operating margin from 11.4% to 25.3%.

We believe that our competitive strengths and growth strategy, as outlined
below, will help us achieve our goal of becoming the leading national provider
of portable storage.

OUR COMPETITIVE STRENGTHS

Market Leadership. We are the largest provider of portable storage
solutions in most of our markets. We believe we are creating brand awareness and
that "Mobile Mini" is associated with high quality portable storage products and
superior customer service.

Superior, Differentiated Products. We offer the industry's broadest range
of portable storage products with many customized features which differentiate
our products from those of our competition.

Customer Service Focus. We believe the portable storage industry is highly
service intensive and essentially local. Our entire organization is focused on
providing high levels of customer service and our salespeople work out of our
branch locations to better understand local market needs.

Diverse Customer Base. We have more than 28,000 customers across a wide
range of industries. We believe this diversity reduces our susceptibility to
economic downturns in our markets or in any of the industries in which our
customers operate. Our diverse customer base also demonstrates the broad
applications for our products and our opportunity to create future demand
through target marketing.

Flexibility Afforded by Manufacturing. Our manufacturing capability allows
us to offer a wide range of products and features and to develop new product
applications. It also provides us with an additional supply of units in addition
to ocean shipping containers.

OUR GROWTH STRATEGY

Focus on Core Portable Storage Leasing Business. We will continue to focus
on growing our core leasing business and lease fleet as they produce
predictable, recurring revenues and high operating margins.

Increase Penetration of Existing Markets. We have been able to generate
strong internal growth from our existing markets through aggressive marketing
and lease fleet growth. We believe that by increasing awareness of the benefits
of portable storage, we can continue to increase leasing revenues in our
existing markets.

Accelerate Branch Expansion. We believe our branch model can be introduced
to many more markets throughout the United States. In 1998, we opened four new
branches, three of which were through acquisitions. We intend to accelerate our
branch openings to capitalize on our market opportunity.

Develop New Products. We have historically been able to introduce new
products and features that expand the applications and overall market for our
storage products. Recent examples include our 10-foot wide unit, which provides
40% more usable storage space than a standard eight-foot wide unit, and our new
records storage unit, which provides an accessible alternative to traditional
document storage facilities.

------------------------

Our principal executive offices are located at 1834 West Third Street,
Tempe, Arizona 85281, and our telephone number is (602) 894-6311.

4
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RECENT DEVELOPMENTS

Preliminary First Quarter Results.

On April 26, 1999, we announced preliminary results for the first quarter
of 1999. Our net income for the quarter was $1.3 million, or $0.15 per diluted
share of common stock, compared to net income for the first quarter of 1998 of
$533,000, or $0.07 per diluted share of common stock. Total revenues in the
first quarter of 1999 increased to $13.2 million from $10.7 million in the first
quarter of 1998. Leasing revenues represented 76.0% of total revenues for the
first quarter of 1999, compared to 69.9% for the first quarter of 1998. Leasing
revenues in the first quarter of 1999 increased by 33.2% to $10.0 million from
$7.5 million in the first quarter of 1998. Over the same period, we have
increased our operating income from $2.4 million to $3.8 million and improved
our operating margin from 22.0% to 28.6%.

National Security Containers, L.L.C. Acquisition.

On April 30, 1999, we acquired substantially all of the assets of National
Security Containers, L.L.C., a portable storage leasing company, for total
consideration of $25.5 million. We paid $17.5 million in cash and issued shares
of our redeemable Series B convertible preferred stock valued at $8 million. We
will redeem those shares with a portion of the proceeds of this offering.

National Security Containers leased portable storage units from its nine
branches in Phoenix, Tucson, Dallas, San Antonio, Houston, Memphis, New Orleans,
Denver and Colorado Springs. We currently have branches in six of these nine
cities, and over time, we plan to integrate National Security Containers'
operations with our existing branches in those cities. Through this acquisition,
we entered three new markets: Colorado Springs, Memphis and New Orleans. For the
nine month period from April 1, 1998 to December 31, 1998, National Security
Containers had revenues of about $7 million and operating income of about $1.8
million.

Tulsa Branch.

On March 31, 1999, we opened a start-up branch in Tulsa, Oklahoma.

Increase in Credit Facility.

Effective April 1, 1999, we amended our revolving credit facility to
increase the maximum amount we can borrow from $75 million to $90 million.

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THE OFFERING

The following table, and similar information throughout this prospectus
relating to shares to be outstanding after this offering, assumes that the
underwriters do not exercise the option we granted them to purchase up to
465,000 additional shares:

<TABLE>
<S> <C>
Common stock offered by Mobile Mini..................... 2,500,000 shares
Common stock offered by selling stockholders............ 600,000 shares
Common stock to be outstanding after this offering...... 10,670,451 shares(1)
Use of proceeds......................................... We intend to use the net proceeds of this
offering to fund fleet and branch
expansion, for working capital and to
redeem our Series B convertible preferred
stock which we issued in payment of a
portion of the purchase price in our
acquisition of the assets of National
Security Containers, L.L.C. Pending these
uses, we will use the net proceeds to
reduce borrowings outstanding under our
credit facility. We will not receive any
proceeds from the shares offered by the
selling stockholders.
Nasdaq National Market symbol........................... MINI
</TABLE>

- ---------------

(1) Excludes 912,750 shares of common stock issuable upon exercise of
options outstanding on March 31, 1999, with a weighted average exercise
price of $6.06 per share. Also excludes 182,625 shares of common stock
issuable upon exercise of warrants outstanding on March 31, 1999, with
an exercise price of $5.00 per share.

6
<PAGE> 9

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1994 1995 1996 1997 1998
------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues:
Leasing.......................... $9,603 $15,461 $17,876 $24,870 $36,461
Sales............................ 18,481 24,265 23,619 20,528 15,623
Other............................ 266 458 931 685 593
------ ------- ------- ------- -------
Total revenues.............. 28,350 40,184 42,426 46,083 52,677
Income from operations.............. 2,959 4,585 4,743 8,698 13,338
Income before extraordinary item.... 956 777 480 2,200 4,484
Net income (loss) available to
common shareholders.............. 956 (473)(1) 70 2,200 4,484
Diluted net income (loss) per
share............................ $ 0.21 $ (0.10) $ 0.01 $ 0.32 $ 0.53
====== ======= ======= ======= =======
Diluted weighted average shares
outstanding...................... 4,497 4,835 6,744 6,800 8,417

OPERATING DATA:
Lease fleet units (at year
end)(2).......................... 8,641 11,295 13,600 18,051 25,768
Lease fleet utilization............. 89.6% 91.4% 89.7% 85.7% 87.0%
Number of branches (at year end).... 6 8 8 8 12
Operating margin.................... 10.4% 11.4% 12.8%(3) 18.9% 25.3%
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
--------------------------
ACTUAL AS ADJUSTED(4)
-------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Lease fleet, net(2)....................................... $ 76,590 $ 76,590
Total assets.............................................. 116,790 116,790
Total debt................................................ 71,900 67,934
Stockholders' equity...................................... 29,872 59,338
</TABLE>

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(1) After a $1,250,000 imputed dividend paid to preferred stockholders in 1995.
In 1996, this preferred stock was converted to 1,904,324 shares of common
stock.

(2) Excludes modular units on lease prior to 1998.

(3) Excludes a $700,000 (pre-tax) restructuring charge related to discontinuance
of our modular building program.

(4) As adjusted to give effect to the sale of 2,500,000 shares of common stock
we are offering, at an assumed price to the public of $12.6875 per share,
and the application of the estimated net proceeds to reduce borrowings
outstanding under our credit facility and to redeem our Series B preferred
stock we issued in the acquisition of substantially all of the assets of
National Security Containers, L.L.C. as set forth under "Use of Proceeds."

7
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RISK FACTORS

This offering and our business involve various risks and uncertainties. You
should carefully consider the risks and uncertainties described below and the
other information in this prospectus before deciding whether to invest in our
common stock. If any of the following risks and uncertainties actually occur,
our business and results of operations could be materially adversely affected.
This could cause the market price of our common stock to decline, and you may
lose part or all of your investment.

RISKS OF MANAGING OUR GROWTH

Our future performance will depend in large part on our ability to manage
our planned growth. Our recent growth has strained our management, human and
other resources. Our anticipated future growth may place additional strains on
these resources while we try to integrate the operations of our acquisitions and
new branches and adjust to operating in new markets. To successfully manage this
growth, we must continue to add managers and employees and improve our
operating, financial and other internal procedures and controls. We also must
effectively motivate, train and manage our employees. We cannot be sure that we
can integrate our recent and future acquisitions and new branches into our
operations. If we do not manage our growth effectively, some of our acquisitions
and new branches may fail and we may have to close unprofitable locations.
Closing a branch would likely result in additional expenses which would cause
our operating results to suffer.

OUR COMPANY OPERATES WITH A HIGH AMOUNT OF DEBT

Our operations are very capital intensive, and we operate with a high
amount of debt relative to our size. Typically, we borrow 80% to 90% of the cost
of a finished portable storage unit. We have a credit facility with a group of
banks. Under the credit facility, we can borrow up to $90 million on a revolving
loan basis, which means that amounts repaid may be reborrowed. As of April 1,
1999, we had borrowed $60.9 million under our credit facility, leaving $9.9
million available for further borrowing under the credit facility's borrowing
base. Our high amount of debt makes us more vulnerable to a downturn in the
general economy or in the industries we serve. In addition, amounts we borrow
under our credit facility bear interest at a variable rate. Because these rates
change with prevailing interest rates, higher prevailing interest rates would
increase the amount of interest we have to pay on our debt. This could have a
material adverse effect on our profitability and our ability to grow as quickly
as we are planning.

Under our credit facility, we must comply with a variety of covenants and
restrictions. These include minimum tangible net worth, operating income and
lease fleet utilization requirements. The terms of our credit facility also
limit our capital expenditures, acquisitions, additional debt and repurchases of
our common stock as well as prohibit us from paying cash dividends. These
covenants and restrictions could limit our ability to respond to market
conditions and restrict our planned growth. In addition, if we fail to comply
with these covenants and restrictions, the lenders have the right to refuse to
lend us additional funds, and they may require early payment of amounts we owe
them. If we default, our lenders may foreclose on most of our assets, including
our portable storage unit fleet. If this happens, we may be unable to fund our
operations. This could require us to scale back our leasing activities.

ADDITIONAL DEBT OR EQUITY FINANCING WILL BE NECESSARY TO SUSTAIN OUR GROWTH

Our ability to grow will depend in part on our ability to obtain additional
debt financing and to raise additional equity capital by issuing additional
shares of our stock. We cannot be sure, however, that we will be able to obtain
the necessary debt financing or equity capital on acceptable terms. Also,
additional debt financing or the sale of additional equity securities may cause
the market price of our common stock to decline. If we are unable to raise
additional debt

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financing or equity capital on acceptable terms, we may have to curtail our
growth by delaying our lease fleet expansion or new branch openings.

OUR OPERATING RESULTS AND FINANCIAL PERFORMANCE MAY FLUCTUATE

Demand for leases of our portable storage units is stronger from September
through December because retailers need to store more inventory for the holiday
season. Our retail customers usually return leased units to us early in the
following year. As a result, we experience lower lease fleet utilization rates
during the first quarter of each year.

Our results of operations may fluctuate significantly from period to period
due to a variety of factors which affect demand for our portable storage units.
These factors include:

- general economic and industry conditions;

- availability and cost of used ocean-going shipping containers;

- changes in our marketing and sales expenditures;

- pricing pressures from our competitors;

- market acceptance of our portable storage units, particularly in new
markets we enter;

- the timing and number of new branches we acquire or start-up; and

- the introduction and timing of new products or features by ourselves or
our competitors.

THERE ARE RISKS TO OUR GROWTH STRATEGY

Our strategy is to grow in part through branch expansion, either by
acquisitions or new branch openings. This strategy involves a number of risks,
including the following:

- we may not find suitable acquisition targets or locations for new
branches;

- competition for acquisition candidates could cause purchase prices to
significantly increase;

- we may fail to adequately integrate the operations we acquire into our
existing business structure;

- the costs of completing an acquisition and then integrating and operating
it could be higher than we expect; and

- we may acquire a branch or start one in a new market that turns out not
to have enough demand for our portable storage units to make the branch
profitable.

A SLOWDOWN IN THE ECONOMY COULD REDUCE DEMAND FROM SOME OF OUR CUSTOMERS

In 1998, customers in the construction and retail industries accounted for
a majority of our leasing and sales revenues. These industries tend to be
cyclical and particularly susceptible to slowdowns in the overall economy. If an
economic slowdown occurs, we are likely to experience less demand for leases and
sales of our products from customers in the construction and retail sales
industries. This could have a material adverse effect on our business and
results of operations.

THERE IS UNCERTAINTY AND RISK IN THE SUPPLY AND PRICE OF USED ISO SHIPPING
CONTAINERS

We purchase, refurbish and modify used ISO shipping containers in order to
expand our lease fleet. The availability of these containers depends in part on
the level of international trade and overall demand for containers in the ocean
cargo shipping business. When international shipping increases, the availability
of used ISO shipping containers for sale often decreases, and

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<PAGE> 12

the price of available containers increases. Conversely, an oversupply of used
ISO shipping containers may cause container prices to fall. Our competitors may
then lower the lease rates on their storage units. As a result, we may need to
lower our lease rates to remain competitive. This would decrease our revenues
and our earnings.

Several types of businesses purchase used ISO shipping containers. These
include various freight transportation companies, freight forwarders and
commercial and retail storage companies. Some of these companies have greater
financial resources than we do. As a result, if the number of available
containers for sale decreases, these competitors may be able to absorb an
increase in the cost of containers, while we could not. If used ISO shipping
container prices increase substantially, we may not be able to manufacture
enough new units to grow our fleet. These price increases also could increase
our expenses and reduce our earnings.

The amount we can borrow under our credit facility depends in part on the
value of the portable storage units in our lease fleet. If the value of our
lease fleet declines, we cannot borrow as much. Therefore, we may be unable to
add as many units to our fleet as we would like. Also, we are required to
satisfy several covenants with our lenders that are affected by changes in the
value of our lease fleet. We would breach some of these covenants if the value
of our lease fleet drops below specified levels.

WE FACE SIGNIFICANT COMPETITION

We face competition from several local companies and usually from one or
two regional companies in all of our current markets. Our competitors include
lessors of storage units, used over-the-road trailers and other structures used
for portable storage. We also compete with conventional fixed self-storage
facilities to a lesser extent. We compete primarily in terms of product quality
and availability, lease rates and customer service. Some of our competitors have
less debt, greater market share and greater financial resources and pricing
flexibility than we do. Sometimes, a competitor will lower its lease rates in
one of our markets to try to gain market share. This may require us to lower our
lease rates as well, which could reduce our profitability in those markets.

Competition in our markets may increase significantly in the future. New
competitors may enter our markets and may have greater marketing and financial
resources than we do. This may allow them to gain market share at our expense.
We may have to lower our lease rates because of greater competition. This would
lower our profit margins. If our competitors have greater financial resources,
they may be able to sustain these pricing pressures better than we can.
Prolonged price competition is likely to have a material adverse effect on our
business and results of operations.

THERE ARE RISKS FROM FLUCTUATIONS IN THE SUPPLY AND COSTS OF RAW MATERIALS
WE USE IN MANUFACTURING

We manufacture portable storage units to add to our lease fleet and for
sale. In our manufacturing process, we purchase steel, vinyl, wood, glass and
other raw materials from various suppliers. We cannot be sure, however, that an
adequate supply of these materials will continue to be available on terms
acceptable to us. The raw materials we use are subject to price fluctuations
that we cannot control. Changes in the cost of raw materials can have a
significant effect on our operations and earnings. Rapid increases in material
prices are difficult to pass through to customers. If we are unable to pass on
these higher costs, our profitability will decline. If raw material prices
decline significantly, we may have to write down our raw materials inventory
values. If this happens, our results of operations and financial condition would
decline.

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SOME ZONING LAWS RESTRICT THE USE OF OUR STORAGE UNITS

Most of our customers use our storage units to store their goods on their
own properties. Local zoning laws in some of our markets do not allow some of
our customers to keep portable storage units on their properties or do not
permit portable storage units unless located out of sight from the street. If
local zoning laws in one or more our markets no longer allow our units to be
stored on customers sites, our business would be adversely affected. Also, we
probably would not enter a new market where zoning laws do not allow our units
to be stored on customers' sites.

WE MUST ATTRACT AND RETAIN PERSONNEL IN A HIGHLY COMPETITIVE LABOR MARKET

Our future success will depend on our ability to attract, retain and
motivate employees with various skills, as well as semi-skilled and unskilled
labor for our branches and manufacturing plants. Competition for all types of
employees, including skilled and unskilled laborers, is intense. A shortage in
available labor could require us to increase our wages and benefits to attract
and retain enough employees. An increase in our labor costs, or our inability to
attract, retain and motivate employees, would likely have a material adverse
effect on our business and results of operations.

WE ARE SUBJECT TO GOVERNMENTAL REGULATION

We manufacture, refurbish or modify portable storage units at four
locations. Our facilities are subject to regulation by several federal and state
government agencies, including the Occupational Safety and Health
Administration, the Environmental Protection Agency and the Immigration and
Naturalization Service.

Our facilities are subject to worker safety and health laws and regulations
administered by OSHA. Our employees work with metal presses, heavy materials and
welding equipment, and the possibility of injury is quite high. This means that
OSHA is likely to inspect our facilities from time to time. If we were found to
be out of compliance, we may have to pay fines or even reconfigure our
operations at considerable cost. New OSHA regulations may be enacted in the
future and could increase our cost of manufacturing and refurbishing portable
storage units.

Various environmental laws and regulations may expose us to liability for
past or present spills, disposals or other releases of hazardous or toxic
substances or waste products. This may be the case even if we did not know about
or cause the problem. We generate waste and by-products from our painting
operations, potentially exposing us to environmental liability or contamination.
Federal or state agencies may impose more stringent disposal regulations for
paint waste and by-products. This could increase our costs of manufacturing and
refurbishing portable storage units.

Our manufacturing plant in Maricopa, Arizona is located fairly near Mexico.
The INS periodically reviews immigration status of our workforce. We believe
that we adhere to the rigorous immigration status review procedures. However, if
the INS were to determine that a significant number of our plant employees were
not eligible for employment, our manufacturing could be interrupted and our
costs could increase.

WE DEPEND ON A FEW KEY MANAGEMENT PERSONS

We are substantially dependent on the personal efforts and abilities of
Richard E. Bunger, our founder and Chairman of the Board, Steven G. Bunger, our
President and Chief Executive Officer, and Lawrence Trachtenberg, our Executive
Vice President and Chief Financial Officer. The loss of any of these officers or
our other key management persons could have a material adverse effect on our
business and prospects for growth. We do not have employment agreements with any
of these people.

11
<PAGE> 14

INSIDERS HAVE SIGNIFICANT CONTROL

Our executive officers and directors currently collectively own
approximately 2,290,000 shares of our common stock and exercisable options to
purchase 337,000 shares of common stock. After giving effect to this offering,
these shares will represent approximately 21.5% of our outstanding common stock.
After this offering, Richard E. Bunger, our founder and Chairman of the Board,
will own approximately 16.2% of our common stock. This means that our executive
officers and directors collectively, and Mr. Bunger individually, will continue
to have substantial influence in the election of our Board of Directors and on
the direction of our business.

FORWARD-LOOKING STATEMENTS MAY BE UNRELIABLE

This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements include
indications regarding our intent, belief or current expectations. Discussions in
this prospectus under the headings "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business," as well as in other parts of this prospectus include forward-looking
statements. These statements are subject to a variety of risks and
uncertainties, many of which are beyond our control, which could cause our
actual future results to differ materially from those contemplated in the
forward-looking statements. In particular, the risks and uncertainties described
under "Risk Factors" in this prospectus could cause our actual future results to
differ from what we contemplate. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this prospectus.

12
<PAGE> 15

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 2,500,000 shares of
common stock we are offering will be $29.5 million ($35.0 million if the
underwriters exercise their over-allotment option in full), assuming a public
offering price of $12.6875 per share, after deducting estimated underwriting
discounts and commissions and offering expenses. We will not receive any
proceeds from the selling stockholders' sale of 600,000 shares of common stock.

We intend to use the net proceeds to fund our fleet and branch expansion,
for working capital and to pay a portion of the purchase price for our pending
acquisition of the assets of National Security Containers, L.L.C. Pending these
uses, we will use the net proceeds to reduce borrowings outstanding under our
credit facility. We issued National Security Containers $8.0 million of our
redeemable Series B convertible preferred stock on April 30, 1999 when we
acquired substantially all of its assets, and we will use approximately $8.0
million of the net proceeds to redeem those shares. On April 1, 1999, we owed
approximately $60.9 million under our credit facility. Interest on outstanding
borrowings accrues at a variable rate, which was 7.0% at April 1, 1999.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock trades on the Nasdaq National Market under the symbol
"MINI". The following are the quarterly high and low sale prices for the common
stock as reported by the Nasdaq National Market.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
1997
First Quarter........................................ $ 3.625 $ 3.000
Second Quarter....................................... 4.500 3.000
Third Quarter........................................ 5.375 4.437
Fourth Quarter....................................... 6.438 5.000
1998
First Quarter........................................ 10.500 5.625
Second Quarter....................................... 12.438 8.625
Third Quarter........................................ 11.125 7.250
Fourth Quarter....................................... 11.125 6.625
1999
First Quarter........................................ 14.000 10.250
Second Quarter (through April 9)..................... 13.125 12.250
</TABLE>

We had approximately 100 record holders of our common stock as of December
31, 1998. We do not currently intend to pay cash dividends on our common stock.
Instead, we will continue to use our available cash to support the planned
growth of our business. Our credit facility does not allow us to pay cash
dividends without the consent of our lenders.

13
<PAGE> 16

CAPITALIZATION

The following table shows our capitalization at December 31, 1998 on an
actual basis and as adjusted to give effect to (1) our acquisition on April 30,
1999 of substantially all of the assets of National Security Containers, L.L.C.,
including the issuance of $8 million of our Series B preferred stock and
borrowings of $17.5 million under our credit facility, and (2) the sale of the
common stock in this offering at an assumed price to the public of $12.6875 per
share and the application of the estimated net proceeds to reduce borrowings
outstanding under our credit facility and to redeem all the shares of our Series
B preferred stock. You should read this table with "Use of Proceeds" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements.

<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................... $ 1,030 $ 1,030
======== ========
Debt:
Line of credit............................................ $ 57,184 $ 53,218
Notes payable............................................. 4,820 4,820
Obligations under capital leases.......................... 3,196 3,196
Subordinated notes, net................................... 6,700 6,700
-------- --------
Total debt............................................. 71,900 67,934
-------- --------
Stockholders' equity:
Preferred Stock, $.01 par value; 5,000,000 shares
authorized Series B convertible preferred stock;
640,000 shares authorized; 0 shares issued and
outstanding; liquidation preference $12.50 per
share(3)............................................... 0 0
Common stock, $.01 par value; 17,000,000 shares
authorized, 7,966,863 issued and outstanding,
10,466,863 as adjusted(1).............................. 80 105
Additional paid-in-capital................................ 22,055 51,496
Common stock to be issued, 85,468 shares(2)............... 500 500
Retained earnings......................................... 7,237 7,237
-------- --------
Total stockholders' equity............................. 29,872 59,338
-------- --------
Total capitalization.............................. $101,772 $127,272
======== ========
</TABLE>

- ---------------
(1) Excludes 912,750 shares of common stock issuable upon exercise of options
outstanding on March 31, 1999, with a weighted average exercise price of
$6.06 per share. Also excludes 182,625 shares of common stock issuable upon
exercise of warrants outstanding on March 31, 1999, with an exercise price
of $5.00 per share. Also excludes 101,420 shares issuable upon exercise of
outstanding warrants with an exercise price of $5.66 per share, which
warrants were exercised during the first quarter of 1999.

(2) We issued these shares in January 1999 as part of the purchase price for our
acquisition of leases and storage units in Las Vegas, Nevada in 1998.

(3) We issued 640,000 shares of Series B preferred stock on April 30, 1999 in
connection with our acquisition of substantially all of the assets of
National Security Containers, L.L.C. and we will redeem all of these shares
with a portion of the proceeds of this offering. See "Summary -- Recent
Developments."

14
<PAGE> 17

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following table shows our selected consolidated financial data for the
past five years. You should read this table with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our financial
statements.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1994 1995 1996 1997 1998
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues:
Leasing........................... $ 9,603 $15,461 $17,876 $24,870 $ 36,461
Sales............................. 18,481 24,265 23,619 20,528 15,623
Other............................. 266 458 931 685 593
------- ------- ------- ------- --------
Total revenues............... 28,350 40,184 42,426 46,083 52,677
Costs and expenses:
Cost of sales..................... 13,903 19,107 19,926 14,546 10,730
Leasing, selling and general
expenses........................ 10,863 15,174 15,343 20,586 25,724
Depreciation and amortization..... 625 1,318 1,714 2,253 2,885
Restructuring charge.............. -- -- 700 -- --
------- ------- ------- ------- --------
Income from operations............... 2,959 4,585 4,743 8,698 13,338
Other income (expense):
Interest income................... 36 14 9 4 31
Interest expense.................. (1,274) (3,212) (3,894) (5,035) (5,896)
------- ------- ------- ------- --------
Income before provision for income
taxes and extraordinary item...... 1,721 1,387 858 3,667 7,473
Provision for income taxes........... 765 610 378 1,467 2,989
------- ------- ------- ------- --------
Income before extraordinary item..... 956 777 480 2,200 4,484
Extraordinary item, net of income tax
benefit of $322................... -- -- (410) -- --
------- ------- ------- ------- --------
Net income (loss) available to common
shareholders...................... $ 956 $ (473)(1) $ 70 $ 2,200 $ 4,484
======= ======= ======= ======= ========
Net income (loss) per share:
Basic............................. $ 0.21 $ (0.10) $ 0.01 $ 0.33 $ 0.57
Diluted........................... 0.21 (0.10) 0.01 0.32 0.53
Weighted average number of common and
common share equivalents
outstanding:
Basic............................. 4,497 4,835 6,738 6,752 7,840
Diluted........................... 4,497 4,835 6,744 6,800 8,417
OPERATING DATA:
Lease fleet units (at year end)(2)... 8,641 11,295 13,600 18,051 25,768
Lease fleet utilization.............. 89.6% 91.4% 89.7% 85.7% 87.0%
Number of branches (at year end)..... 6 8 8 8 12
Operating margin..................... 10.4% 11.4% 12.8%(3) 18.9% 25.3%
</TABLE>

15
<PAGE> 18

- ---------------

(1) After a $1,250,000 imputed dividend to preferred stockholders in 1995. In
1996, this preferred stock was converted to 1,904,324 shares of common
stock.

(2) Excludes modular units on lease prior to 1998.

(3) Excludes a $700,000 (pre-tax) restructuring charge related to discontinuance
of our modular building program.

16
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion in conjunction with our financial
statements and the other financial information in this prospectus.

OVERVIEW

Since 1996, we have transitioned our business to focus on the leasing of
portable storage units rather than their sale. This has caused the composition
of our revenues and expenses to change. Leasing revenues as a percentage of our
total revenues grew to 69.2% in 1998 from 54.0% in 1997 and 42.1% in 1996. From
the end of 1995 to the end of 1998, we increased the number of portable storage
units in our lease fleet from 11,295 to 25,768, an increase of approximately
128%.

Our leasing revenues include all rent we receive for our portable storage
units and other structures. Our sales revenues include proceeds from the sale of
portable storage units and other structures to customers. Our other revenues
consist principally of charges for the delivery of the portable storage units.
Our principal operating expenses include: cost of sales; leasing, selling and
general expenses; and depreciation and amortization. Cost of sales includes both
our cost to buy, refurbish, modify and transport used ISO shipping containers
and our cost to manufacture portable storage units and other structures.
Leasing, selling and general expenses include advertising and other marketing
expenses, commissions and corporate overhead for both our leasing and sales
activities. We expense our repair and maintenance costs as incurred, and we
include them in leasing, selling and general expenses. Annual repairs and
maintenance expenses on our leased units have averaged about 2.0% of our lease
revenues during the past three years. Depreciation and amortization primarily
includes depreciation of the portable storage units in our lease fleet. Our
portable storage units are depreciated on the straight-line method over our
units' estimated useful life of 20 years, with residual values estimated at 70%
of our unit investment.

17
<PAGE> 20

RESULTS OF OPERATIONS

The following table shows the percentage of total revenues represented by
the key items that make up our statements of operations:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Revenues:
Leasing................................................... 42.1% 54.0% 69.2%
Sales..................................................... 55.7 44.5 29.7
Other..................................................... 2.2 1.5 1.1
----- ----- -----
Total revenues......................................... 100.0 100.0 100.0
Costs and expenses:
Cost of sales............................................. 47.0 31.5 20.4
Leasing, selling and general expenses..................... 36.2 44.7 48.8
Depreciation and amortization............................. 4.0 4.9 5.5
Restructuring charge...................................... 1.6 -- --
----- ----- -----
Income from operations...................................... 11.2 18.9 25.3
Other income (expense):
Interest income........................................... -- -- 0.1
Interest expense.......................................... (9.2) (10.9) (11.2)
----- ----- -----
Income before provision for income taxes and extraordinary
item...................................................... 2.0 8.0 14.2
Provision for income taxes.................................. 0.9 3.2 5.7
----- ----- -----
Income before extraordinary item............................ 1.1 4.8 8.5
Extraordinary item.......................................... (1.0) -- --
----- ----- -----
Net income.................................................. 0.1% 4.8% 8.5%
===== ===== =====
</TABLE>

1998 Compared to 1997

Total revenues in 1998 increased by 14.3% to $52.7 million from $46.1
million in 1997. Leasing revenues in 1998 increased by 46.6% to $36.5 million
from $24.9 million in 1997. These increases resulted from a 42.9% increase in
the average number of portable storage units on lease and a 2.6% increase in the
average rent per unit. In 1998, we opened four new branches, three of which were
through acquisitions. The new branches were in Las Vegas, Oklahoma City, Denver
and Albuquerque. These new branches accounted for 15.8% of our increase in 1998
leasing revenues. Our existing eight branches accounted for 84.2% of the
increase in our leasing revenues. Our revenues from the sale of portable storage
units and other structures decreased by 23.9% to $15.6 million in 1998 from
$20.5 million in 1997. This reflects our focus on leasing rather than selling
portable storage units. This decrease was also caused by our decision in 1998 to
curtail the sale of telecommunication shelters and discontinue our dealer
program.

Cost of sales decreased to 68.7% of sales revenues in 1998 from 70.9% in
1997. During 1998, we paid less for both used ISO shipping containers and the
steel we use to manufacture portable storage units. We also produced more
portable storage units at our manufacturing plant in 1998 than in 1997. As a
result, our fixed manufacturing expenses were allocated over more units and
resulted in a higher gross margin on portable storage unit sales in 1998.

Leasing, selling and general expenses increased by $5.1 million to 48.8% of
total revenues in 1998 from 44.7% in 1997. We had higher leasing-related
expenses because of the 42.9% increase in the number of units on lease, higher
commissions because of our higher leasing volume and $1.4 million of expenses
associated with the three branches we acquired and the one branch we started in
1998. Both acquired and start-up branches initially have lower profit margins
until the

18
<PAGE> 21

branches' fixed operating costs are covered by higher leasing volumes. However,
these expenses decreased to 70.6% of our leasing revenues in 1998 from 82.8% in
1997.

Depreciation and amortization expenses increased by $631,000 to 5.5% of
total revenues in 1998 from 4.9% in 1997. This increase resulted from our larger
lease fleet, additional equipment needed for manufacturing and other equipment
added at our branches.

Our operating margin increased to 25.3% of total revenues in 1998 from
18.9% in 1997 principally because we focused on leasing rather than selling
portable storage units and because leasing, selling and general expenses
decreased as a percentage of leasing revenues. As a result, income from
operations increased by 53.4% to $13.3 million in 1998 from $8.7 million in
1997.

Interest expense increased by 17.1% to $5.9 million in 1998 from $5.0
million in 1997 because we had higher average debt outstanding during 1998. Our
average debt outstanding increased by 29.0%, consisting of $6.9 million of 12%
Senior Subordinated Notes issued in October 1997 and an additional $21.3 million
of borrowings under our credit facility. We used this debt financing primarily
to expand our lease fleet. The weighted average interest rate declined to 8.7%
in 1998 from 9.5% in 1997, excluding amortization of debt issuance costs.
Including amortization of debt issuance costs, the weighted average interest
rate was 9.6% in 1998 and 10.6% in 1997.

We reported net income in 1998 of $4.5 million, or $0.53 per diluted share
of common stock, compared to net income in 1997 of $2.2 million, or $0.32 per
diluted share of common stock. These increases were primarily because of our
higher leasing revenues in 1998 and the decrease in leasing, selling and general
expenses as a percentage of leasing revenues in 1998. Our effective tax rate was
40.0% for both 1998 and 1997. We had a 23.8% increase in the weighted average
number of common and common share equivalents outstanding in 1998 because of the
exercise of warrants we had issued in 1994 and common stock issued in connection
with the acquisitions completed during 1998.

1997 Compared to 1996

Total revenues in 1997 increased by 8.6% to $46.1 million from $42.4
million in 1996. Leasing revenues in 1997 increased 39.1% to $24.9 million from
$17.9 million in 1996. These increases resulted from a 25.6% increase in the
average number of portable storage units on lease, a 3.1% increase in our
average rent per unit and $1.0 million from our loss limitation waiver program
which we introduced in 1997. Our revenues from the sale of portable storage
units and other structures decreased by 13.1% to $20.5 million in 1997 from
$23.6 million in 1996 because we focused on leasing rather than selling our
portable storage units and because we discontinued selling modular buildings.
This decrease was partially offset by a $2.2 million increase in revenues from
the sale of telecommunication shelters.

During 1997, we implemented price increases on the portable storage units
we sell. This and our decision to stop selling lower margin modular buildings
caused a substantial increase in our gross margin on sales during 1997. As a
result, cost of sales declined to 70.9% of sales revenues in 1997 from 84.4%
during 1996.

Leasing, selling and general expenses increased by 34.2% to $20.6 million
in 1997 from $15.3 million in 1996. We had higher leasing-related expenses
because we had more units on lease, higher commissions because of our higher
leasing volume and increased expenses to develop the infrastructure we needed
for our planned future growth. However, these expenses declined to 82.8% of our
leasing revenues in 1997, from 85.8% in 1996.

Depreciation and amortization expenses increased by $540,000 to 4.9% of
total revenues in 1997 from 4.0% in 1996. This increase resulted from our larger
lease fleet, additional equipment needed for manufacturing and equipment added
at our branches.

We recorded a restructuring charge in 1996 of $700,000. This related in
part to our decision to discontinue manufacturing modular buildings. There was
no similar charge in 1997.

19
<PAGE> 22

Our operating margin increased to 18.9% of total revenues in 1997 from
11.2% in 1996 principally because we focused on leasing rather than selling
portable storage units and because we substantially improved our gross margin on
sales of units as described above. As a result, income from operations increased
by 83.4% to $8.7 million in 1997 from $4.7 million in 1996.

Interest expense increased by 29.3% to $5.0 million in 1997 from $3.9
million in 1996 because we had higher average debt outstanding during 1997. Our
average debt outstanding increased by 40.8% due to the issuance of $6.9 million
of 12% Senior Subordinated Notes in October 1997 and an additional $9.5 million
of borrowings under our credit facility. We used this debt financing primarily
to expand our lease fleet. The weighted average interest rate declined to 9.5%
in 1997 from 10.2% in 1996, excluding amortization of debt issuance costs.
Including amortization of debt issuance costs, the weighted average interest
rate was 10.6% in 1997 and 11.6% in 1996.

In 1996, we prepaid approximately $14.1 million of debt and capital lease
obligations at the time we entered into our credit facility. As a result, we
recognized an extraordinary charge to earnings in 1996 of $410,000, or $0.06 per
common share, net of the benefit of income taxes. There was no similar charge in
1997.

We reported net income in 1997 of $2.2 million, or $0.32 per diluted share
of common stock, compared to 1996 net income, before the extraordinary charge,
of $480,576, or $0.07 per diluted share of common stock. These increases were
primarily because of our higher leasing revenues in 1997 and the higher gross
margin on sales of units in 1997. Our effective tax rate declined to 40.0% in
1997 from 44.0% in 1996. Excluding the restructuring charge in 1996, earnings
before extraordinary item would have been $873,000, or $0.13 per diluted share
of common stock.

LIQUIDITY AND CAPITAL RESOURCES

Our leasing and manufacturing businesses are very capital intensive. We
have financed our working capital requirements through cash flows from
operations, proceeds from equity and debt financings and borrowings under our
credit facility.

Operating Activities. Our operations provided net cash flow of $8.5
million in 1998, $6.1 million in 1997 and $1.4 million in 1996. This increasing
cash flow resulted primarily from our higher net income, increased depreciation
expense and deferred income taxes. The growth of our business, however, has
required us to use more cash to support higher levels of accounts receivable and
inventory.

Investing Activities. Net cash used in investing activities was $31.2
million in 1998, $19.2 million in 1997 and $10.8 million in 1996. This
increasing use of cash resulted primarily from higher levels of capital
expenditures for lease fleet expansion and acquisitions. Capital expenditures
for our lease fleet were $23.5 million in 1998, $17.1 million in 1997 and $7.7
million in 1996. Capital expenditures for property, plant and equipment were
$3.8 million in 1998, $2.1 million in 1997 and $3.0 million in 1996. In
addition, we spent $3.9 million in 1998 for acquisitions. No acquisitions were
completed in 1996 or 1997.

Financing Activities. Net cash provided by financing activities was $22.8
million in 1998, $13.4 million in 1997 and $8.7 million in 1996. During 1998,
net cash provided by financing activities was primarily from $21.3 million of
net borrowings under our credit facility and $5.7 million of proceeds from the
exercise of warrants to purchase shares of our common stock. The majority of
warrants exercised were issued in connection with our initial public offering in
1994. During 1997, the net cash provided by financing activities was primarily
from $9.5 million of net borrowings under our credit facility and proceeds from
the issuance of $6.9 million of 12% Senior Subordinated Notes with detachable
redeemable warrants. During 1996, net cash provided

20
<PAGE> 23

by financing activities was primarily from $22.3 million of net borrowings under
our credit facility and $7.1 million of proceeds from the issuance of notes.

Since March 1996, our principal source of liquidity has been our credit
facility, which now consists of a $90 million revolving line of credit and a $6
million term loan. The interest rate is determined quarterly, based on our ratio
of funded debt to earnings before interest, taxes, depreciation and
amortization. During 1998, the average interest rate under our credit facility
was 7.7%. On April 1, 1999, the maximum amount that we can borrow under the
revolving line of credit was increased from $75 million to $90 million. As of
April 1, 1999, we had borrowed $60.9 million under our credit facility, leaving
$9.9 million available for further borrowing under the credit facility's
borrowing base.

The amount we can borrow under the revolving line of credit portion of our
credit facility is based upon the level of our inventories, accounts receivable
and the value of our lease fleet. The lease fleet is appraised at least annually
for purposes of the credit facility. Our obligations under the credit facility
are secured by a lien on substantially all of our assets, including all of our
portable storage units.

Our credit facility also includes a term loan due in March 2002. The term
loan had an outstanding principal balance of $3.7 million at December 31, 1998.
We must make principal and interest payments monthly on the term loan.

We entered into an Interest Rate Swap Agreement in September 1998. This
agreement effectively changes the interest rate on $30 million of our revolving
line of credit so that the rate is based upon a spread from 5.5% rather than a
spread from the Eurodollar rate.

In October 1997, we issued $6.9 million of 12% Senior Subordinated Notes
with detachable redeemable warrants to purchase 172,500 shares of our common
stock. These warrants have an exercise price of $5.00 per share. The notes are
due November 1, 2002 but may be prepaid after November 1, 1999 without a
prepayment penalty. We used the net proceeds from the sale of these notes to
repay $3.0 million in bridge notes issued in July 1997 and to reduce borrowings
under our revolving line of credit. Because the notes were sold with redeemable
warrants, a portion of the sale price was allocated to the notes and a portion
to the redeemable warrants, based on their respective fair market values. The
resulting discount increases the effective interest rate on the notes, and we
are amortizing it as interest expense over the life of the notes.

On April 3, 1999, we entered into an agreement to acquire substantially all
of the assets of National Security Containers, L.L.C., a portable storage
leasing company, for total consideration of $25.5 million. The closing of this
acquisition is subject to a number of conditions but is expected to close before
the end of April 1999. We intend to pay $8 million of the purchase price from
the proceeds we receive from this offering. We will borrow $17.5 million under
our credit facility to pay the rest of the purchase price.

We believe that our working capital, together with our cash flow from
operations, net proceeds from this offering and borrowings under our credit
facility will be sufficient to fund our operations and planned growth for the
next 12 months. We believe that to maintain our historical growth rates, we will
need to obtain additional debt financing and raise additional equity capital by
issuing additional shares of our stock. However, we cannot be sure that we will
be able to obtain the necessary debt financing or equity capital on acceptable
terms.

SEASONALITY

During the past three years, our operations as a whole have not been very
seasonal. Demand for leases of our portable storage units is stronger from
September through December because retailers need to store more inventory for
the holiday season. Our retail customers usually return leased units to us early
in the following year. This has caused lower utilization rates for our lease
fleet and slightly lower cash flow during the first quarter of each year.

21
<PAGE> 24

YEAR 2000 COMPLIANCE AND EXPENDITURES

We recognize the problems associated with year 2000 transactions and have
evaluated our computer hardware and software systems for potential year 2000
compliance issues relating to internal operating systems, suppliers and
customers and third party services that we rely on in our daily operations.

Internal Operating Systems. We have completed our assessment of our major
internal operating systems. We installed a new software system in 1997 which has
been certified by the vendor to be fully year 2000 compliant. We continue to
test this software, and all our other software and hardware, for compliance. We
believe our primary internal operating systems are year 2000 compliant, and we
will test any new modular software packages added to our primary operating
system. We expect our assessment of internal operating systems to be fully
complete in the second quarter of 1999. We believe that with modifications to
existing software, conversions to new software and replacement of some hardware,
we can satisfactorily resolve the year 2000 issue in our own internal operating
systems by the third quarter of 1999. We have established an internal auditing
process to track and verify the results of our plan and tests.

Suppliers and Customers. We are currently evaluating the year 2000
readiness of our important suppliers and larger leasing customers. We have
forwarded questionnaires to all of our major suppliers and will evaluate
responses on a case-by-case basis. We are focusing this review on our primary
vendors, such as steel, paint and other suppliers, and on our phone systems. If
any of our suppliers are not year 2000 compliant in a timely manner, we could
experience a shortage in supplies of materials, which could adversely affect the
growth of our lease fleet. We also sent questionnaires to our larger leasing
customers for the year 2000 issue. If our larger customers are not year 2000
compliant, lease payments to us could be delayed and our cash flow would be
affected. We have not yet received sufficient information from suppliers and
customers about their year 2000 compliance and remediation plans to predict the
outcome of their efforts.

Third Party Services. We have contacted our outside service providers,
including banks, invoice processors and payroll processors and discussed their
assessment of their year 2000 readiness. We have been advised by the lead lender
under our credit facility that the year 2000 is not expected to cause delays or
other problems with transactions under that facility. We have not yet received
sufficient information from other third party servicers about their year 2000
compliance and remediation plans to predict the outcome of their efforts. If the
third party service providers that we depend on are not year 2000 compliant in a
timely manner, our operations could be disrupted.

We are developing a contingency plan to address financial and operating
problems that might arise on January 1, 2000. This contingency plan will include
identifying back-up processes that do not rely on computers whenever possible.
For example, systems are already in place that will allow us to lease portable
storage units by using manual forms if there is a communications failure between
our branches and headquarters.

We have incurred and expect to continue to incur expenses allocable to
internal staff, as well as costs for computer systems' remediation and
replacement, in order to achieve year 2000 compliance. We currently estimate
that these costs will total approximately $122,000. We have incurred relatively
low costs to date primarily due to the new software system implemented in 1997
that is year 2000 compliant. The costs of the year 2000 program and the date on
which we plan to be completely year 2000 compliant are based on our current
estimates. These estimates reflect our assumptions about future events,
including the continued availability of third party goods and services, as well
as the timing and effectiveness of third parties' remediation plans. We cannot
be sure that these estimates will be achieved, and our actual results could
differ materially from our plans. Specific factors that could cause material
differences include the availability and cost of personnel trained in this area,
the ability to locate and correct relevant computer source codes and embedded
technology, the results of internal and external testing and the timeliness and
effectiveness of remediation efforts of third parties.

22
<PAGE> 25

BUSINESS

We believe we are the nation's largest provider of portable storage
solutions through our lease fleet of over 26,000 portable storage units. We
currently operate 13 branches located in seven southwestern and western states.
Our products provide secure, accessible temporary storage for a diversified
customer base of over 28,000 customers, including Wal-Mart, Motorola, Frito Lay,
Holiday Inns, Target, the City of Phoenix and the Department of Defense. Our
customers use our products for a wide variety of storage applications, including
retail and manufacturing inventory, construction materials and equipment,
documents and records and household goods. We obtain our portable storage units
by purchasing used ISO containers, which we refurbish and modify, and by
manufacturing our own units. We offer a wide range of products in varying
lengths and widths with an assortment of customized features such as our
patented security systems, multiple doors, electrical wiring and shelving. In
addition to our leasing operations, we sell new and used portable storage units.

In 1996, we initiated a strategy of focusing on leasing rather than selling
portable storage units. Since then, we have been expanding our lease fleet. We
believe our leasing model is highly attractive because portable storage units:

- Provide predictable, recurring revenues from leases with an average
duration of 20 months.

- Have average monthly rental rates which recoup our unit investment in 26
months.

- Have useful lives exceeding 20 years, low maintenance and high residual
values.

- Produce incremental leasing operating margins above 60%.

As a result of shifting our focus to leasing, we have achieved substantial
increases in our revenues and profitability. In the past three years, our
leasing revenues have increased from $15.5 million to $36.5 million, and we have
achieved internal growth exceeding 30% compounded annually. Over the same
period, we have increased our operating income from $4.6 million to $13.3
million and improved our operating margin from 11.4% to 25.3%.

INDUSTRY OVERVIEW

The storage industry includes two principal segments, fixed self-storage
and portable storage.

The fixed self-storage segment consists of permanent structures located
away from customer locations. Fixed self-storage is used primarily by consumers
to temporarily store excess household goods. According to the Self Storage
Almanac, the fixed self-storage market exceeded $10 billion in 1997. This
segment is highly fragmented but includes several large national companies such
as Public Storage and Shurgard Storage Centers.

The portable storage segment differs from the fixed self-storage segment
because it brings the storage solution to the customer's location and addresses
the need for secure, temporary storage with immediate access. The advantages of
portable storage include convenience, immediate accessibility, better security
and lower price. In contrast to fixed self-storage, the portable storage segment
is primarily used by businesses. This segment is highly fragmented with no
national participants. Although there are no published estimates of the size of
the portable storage segment, we believe the size of the market is expanding due
to increasing awareness of the advantages of portable storage.

Our products also serve the mobile office industry. This industry provides
temporary office space and is estimated to exceed $2 billion. We have also
recently introduced portable records storage units. The documents and records
storage industry is experiencing significant growth as businesses continue to
generate substantial paper records that must be kept for extended periods.

23
<PAGE> 26

Our goal is to become the leading national provider of portable storage
solutions. We believe that our competitive strengths and growth strategy, as
outlined below, will help us achieve this goal.

COMPETITIVE STRENGTHS

Market Leadership. We have a lease fleet of over 26,000 portable storage
units and are the largest provider of portable storage solutions in a majority
of our markets. We believe we are creating brand awareness and that "Mobile
Mini" is associated with high quality portable storage products and superior
customer service. We have achieved significant growth in new markets by
capturing market share from competitors and by creating demand among businesses
and consumers who were previously unaware of the availability of our products to
meet their storage needs.

Superior, Differentiated Products. We offer the industry's broadest range
of portable storage products in varying lengths and widths to better meet our
customers' temporary storage needs. Our manufacturing and refurbishing
capabilities enable us to offer products that our competitors are unable to
match. Most competitors offer only standard eight foot wide ISO shipping
containers in 20, 40 or 45 foot lengths, while our portable storage units range
in size from five to 48 feet in length and eight to 10.5 feet in width. Our
manufactured 10-foot wide units, introduced in 1998, provide 40% more usable
storage space than the standard eight-foot wide ISO shipping containers offered
by our competitors. Our products also have patented locking systems, multiple
door options, electrical wiring, shelving and other customized features.

Customer Service Focus. We believe that the portable storage industry is
highly service intensive and essentially local. Our entire organization is
focused on providing high levels of customer service. We have trained our sales
force to focus on all aspects of customer service from the sales call onward. We
differentiate ourselves by providing flexible lease terms and timely delivery of
units. We conduct on-going training programs for our sales force to assure high
levels of customer service and awareness of local market competitive conditions.
Our customized software system increases our responsiveness to customer
inquiries and enables us to efficiently monitor our sales force's performance.
As a result of this customer service focus, we enjoy high levels of repeat
business and word-of-mouth referrals. Our sales people work out of our local
branch locations rather than from our headquarters. This allows them to interact
directly with customers, better understand local market needs and develop each
market in response to those needs.

Diverse Customer Base. We have more than 28,000 customers across a wide
range of industries and believe this diversity reduces our susceptibility to
economic downturns in our markets or in any of the industries in which our
customers operate. Our diverse customer base also demonstrates the broad
applications for our products and the opportunity to create future demand
through target marketing. Our customers include retailers, wholesalers,
commercial businesses, contractors, consumers, governmental agencies, hospitals
and schools. Our two largest customers accounted for only 4.3% and 2.1% of our
1998 lease revenues (excluding ancillary revenues).

Customized Management Information Systems. We have recently made
substantial investments in our management information systems to optimize fleet
utilization, capture detailed customer data, improve financial performance and
support our growth. Our management information systems enable us to carefully
monitor the size, mix, utilization and rental rates of our lease fleet by branch
on a daily basis. We have maintained an average annual utilization rate of our
lease fleet above 85% over the last three years while growing the size of the
lease fleet by 128% to over 26,000 units. Our systems also capture relevant
customer demographic and usage information which we use to target new customers
within our existing and new markets. Our

24
<PAGE> 27

headquarters and each branch are linked through a scaleable PC-based wide area
network that provides real-time transaction processing and detailed reports on a
branch by branch basis.

Flexibility Afforded By Manufacturing Capability. We design and
manufacture our own portable storage units in addition to refurbishing and
modifying used ISO shipping containers. This capability allows us to offer a
wide range of products and proprietary features to better meet our customers'
needs, charge premium lease rates and gain market share from our competitors
with more limited product offerings. Our manufacturing capability also provides
us with an additional supply of units to support our growth.

GROWTH STRATEGY

Focus on Core Portable Storage Leasing Business. We will continue to focus
on growing our core leasing business and lease fleet because they provide
predictable, recurring revenues and high operating margins. We believe there is
substantial demand for leasing our portable storage units throughout the United
States. Our focus on leasing has allowed us to achieve a compounded annual
growth rate of 33% in leasing revenues and 43% in operating income over the past
three years.

Increase Penetration in Existing Markets. We intend to increase the number
of portable storage units we lease from our existing branches to both new and
repeat customers. We have historically been able to generate strong internal
growth within our existing markets through aggressive marketing and lease fleet
growth. Over the last three years, we generated compounded annual leasing
revenue increases of 31% in our existing eight markets. We believe that by
increasing awareness of the benefits of portable storage and through our
targeted marketing and advertising programs, we can continue to increase leasing
revenues and generate internal growth.

Accelerate Branch Expansion. We believe our branch model can be introduced
to many more markets in the United States. We have identified many markets in
the United States where we believe demand for portable storage units is
underdeveloped. These markets are currently being served by small, fragmented
industry competitors. In 1998, we began our expansion strategy by entering four
new markets, three by acquisition and one by start-up. Whenever feasible, we
plan to enter a new market by acquiring the storage units and leases of an
operating business. Where there are no quality acquisitions available to us, we
plan to enter targeted markets through start-up branches. We intend to
accelerate our branch openings to capitalize on our market opportunity.

Develop New Products. Through an active research and development effort,
we have historically been able to introduce new products and features to expand
the applications and overall market for our storage products. Recent examples
include our 10-foot wide unit, which provides 40% more usable storage space than
a standard eight-foot wide unit. In addition, we recently completed the design
of a records storage unit which provides highly secure, easily accessible
on-site storage of records and documents. We believe our design and
manufacturing capabilities increase our ability to service our customers' needs
and help create demand for our portable storage solutions.

PRODUCTS

We provide a broad range of portable storage products to meet our
customers' varying needs. Our products and features are as follows:

Portable Storage Products

- Refurbished and Modified Storage Units. We purchase used ISO shipping
containers from leasing companies or brokers. These containers are eight
feet wide, 8'6" to 9'6" high and 20, 40 or 45 feet long. After acquiring
an ISO container, we refurbish and modify it.

25
<PAGE> 28

Refurbishment typically involves cleaning, removing rust and dents,
repairing floors and sidewalls, painting, adding our signs and installing
new doors and our patented locking system. Modification typically
involves splitting containers into 5, 10, 15, 20 or 25 foot lengths.

- Manufactured Storage Units. We manufacture portable storage units for
our lease fleet and for sale. We do this at our manufacturing facility in
Maricopa, Arizona. We can manufacture units up to 12 feet wide and 50
feet long and can add doors, windows, locks and other customized
features. Typically, we manufacture "knock-down" units which we ship to
one of our three branches with assembly capabilities. This method of
shipment is less expensive than shipping fully assembled storage units.

- Records Storage Units. We recently completed the design of a proprietary
portable records storage unit that we are now marketing. Our records
storage units enable customers to store documents at their location for
easy access or at one of our facilities. Our units are 10.5 feet wide and
are available in 12, 23 and 34 foot lengths. They feature high security
doors and locks, electrical wiring, shelving, folding work tables and air
filtration systems. We believe our product is a cost-effective
alternative to mass warehouse storage, with a high level of fire and
water damage protection.

Mobile Offices

- We manufacture mobile office units that range from 10 to 40 feet in
length. We offer these units in various configurations, including office
and storage combination units that provide a 10- or 15-foot office with
the remaining area available for storage. Our office units are equipped
with electrical wiring, heating and air conditioning, phone jacks, carpet
or tile, proprietary doors and windows with security bars. We believe our
office units provide the advantage of ground accessibility for ease of
access and high security in an all-steel design.

We purchase used ISO shipping containers and refurbish and modify them at
our facilities in Arizona, California and Texas. We also manufacture new
portable storage units at our Arizona facility. We believe we are able to
purchase used ISO shipping containers at competitive prices because of our
volume purchases. In 1998, we purchased and refurbished about 6,200 used ISO
shipping containers and manufactured approximately 4,000 portable storage units
and mobile offices. The used ISO shipping containers we purchase are typically
about 10 to 12 years old. We believe our portable storage units and mobile
offices have useful lives of at least 20 years if properly maintained, with
residual values of over 70% of our unit investment. For the past three years,
our cost to repair and maintain our portable storage units has averaged
approximately 2% of our lease revenues. Repainting the outside of storage units
is the most frequent maintenance item.

BRANCH OPERATIONS

We locate our branches in markets with attractive demographics and strong
growth prospects. Within each market, we have located our branches in areas that
allow for easy delivery of portable storage units to our customers. We also seek
locations that are visible from high traffic roads as an effective way to
advertise our products and our name. Our branches maintain an

26
<PAGE> 29

inventory of portable storage units available for lease, and a majority of our
branches also provide branch storage of units under lease. The following table
shows information about our branches:

<TABLE>
<CAPTION>
LOCATION FUNCTIONS SIZE YEAR ESTABLISHED
- -------- --------- -------- ----------------
<S> <C> <C> <C>
Phoenix, Arizona Leasing, on-site storage, sales 10 acres 1983
Tucson, Arizona Leasing, on-site storage, sales 5 acres 1986
Los Angeles, California Leasing, on-site storage, 10 acres 1988
sales, refurbishment and
assembly
San Diego, California Leasing, on-site storage, sales 5 acres 1994
Dallas, Texas Leasing, on-site storage, 17 acres 1994
sales, refurbishment and
assembly
Houston, Texas Leasing, on-site storage, 7 acres 1994
sales, refurbishment and
assembly
San Antonio, Texas Leasing, on-site storage, sales 3 acres 1995
Austin, Texas Leasing, on-site storage, sales 5 acres 1995
Las Vegas, Nevada Leasing and sales 1 acre 1998
Oklahoma City, Oklahoma Leasing and sales 6 acres 1998
Albuquerque, New Mexico Leasing and sales 2 acres 1998
Denver, Colorado Leasing and sales 4 acres 1998
Tulsa, Oklahoma Leasing and sales 1 acre 1999
</TABLE>

Each branch has a Branch Manager who has overall supervisory responsibility
for all activities of the branch. Branch Managers report to one of our three
Regional Managers. Incentive bonuses based upon branch performance are a
substantial portion of the compensation for both Branch and Regional Managers.

Each branch has its own sales force, a transportation department that
delivers and picks up portable storage units from customers and an office
manager. Each branch has delivery trucks and forklifts to load, transport and
unload units and a storage yard staff responsible for unloading and stacking
units. Units are stored by stacking them three high to maximize usable ground
area. Each branch also has a fleet maintenance department to maintain the
branch's trucks, forklifts and other equipment.

SALES AND MARKETING

We have 60 people at our branches and seven people in management at our
headquarters that conduct sales and marketing on a full-time basis. We believe
that by locating most of our sales and marketing staff in our branches, we can
better understand the portable storage needs of our customers and provide high
levels of customer service.

Our sales and marketing force provides information about our products to
prospective customers by handling inbound calls and by initiating cold calls. We
have on-going sales and marketing training programs covering all aspects of
leasing and customer service. Our branches communicate with one another and with
headquarters through our management information system. This enables the sales
and marketing team to share leads and other information and permits the
headquarters staff to monitor and review sales and leasing productivity on a
branch by branch basis. Our sales and marketing employees are compensated
primarily on a commission basis. We restructured our commission program in 1996
when we changed our focus to leasing rather than selling portable storage units.

27
<PAGE> 30

We advertise our products in the yellow pages and use a targeted direct
mail program. In 1998, we mailed about 6 million product brochures to existing
and prospective customers. These brochures describe our products and features
and highlight the advantages of portable storage.

CUSTOMERS

During 1998, more than 28,000 customers leased our portable storage units,
compared to about 21,000 in 1997. Our customer base is diverse and consists of
businesses in a broad range of industries. During 1998, our largest single
customer accounted for only 4.3% of our leasing revenues, and our next largest
customer accounted for only 2.1% of our leasing revenues (excluding ancillary
revenues).

We target customers who can benefit from our portable storage solutions
either for seasonal, temporary or long-term storage needs. Customers use our
portable storage units for a wide range of purposes. The following table
provides an overview at December 31, 1998 of our customers and how they use our
portable storage units:

<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF UNITS REPRESENTATIVE TYPICAL
BUSINESS ON LEASE CUSTOMERS APPLICATIONS
- -------- ------------------- -------------- ------------
<S> <C> <C> <C>
Retail 40% Department, drug, grocery and Inventory storage and
strip mall stores, hotels, record storage
restaurants, dry cleaners and
service stations

Construction 31% General, electrical, plumbing and Equipment and
mechanical contractors, materials storage and
landscapers and residential job site offices
homebuilders

Consumers 15% Homeowners Backyard storage and
storage of household
goods during reloca-
tion or renovation

Industrial, 8% Distributors, trucking and utility Raw materials and
commercial and companies, farming, agriculture, equipment storage in-
other finance and insurance companies, plant offices and
real estate brokers and film document storage
production companies

Schools, hospitals 4% Hospitals, medical centers and Athletic equipment
and other schools storage and disaster
institutions preparedness supplies
and record storage

Governmental agencies 2% Military, Native American tribal Storage of supplies,
governments and reservations and records and equip-
Federal, state, county and local ment
agencies
</TABLE>

MANUFACTURING

We build new portable storage units, mobile offices and custom-designed
structures at our Maricopa, Arizona manufacturing plant. Our manufacturing
process includes cutting, shaping and welding raw steel, installing customized
features and painting the newly constructed units. We have about 350
manufacturing workers in this plant. We manufactured and refurbished about
10,200 portable storage units in 1998. Many of our manufactured portable storage
units are "knock down" units which we ship to one of our three branches with
assembly capabilities. We can ship up to twelve, 20-foot containers on a single
flat-bed trailer. By comparison, only two or

28
<PAGE> 31

three assembled 20-foot ISO shipping containers can be shipped on a flat-bed
trailer. This reduces our cost of transporting units to our branches. We believe
we can expand the capacity of our Maricopa plant at a relatively low cost.

We purchase raw materials such as steel, vinyl, wood, glass and paint which
we use in our manufacturing and refurbishing operations. We typically buy these
raw materials on a purchase order basis. We do not have long-term contracts with
vendors for the supply of any raw materials.

Our manufacturing capacity protects us to some extent from price increases
for used ISO shipping containers. Used ISO shipping containers vary in price
from time to time based on market conditions. Should the price of used ISO
shipping containers increase substantially, we can increase our manufacturing
volume and reduce the number of used containers we buy and refurbish.

MANAGEMENT INFORMATION SYSTEMS

We use a customized management information system in an effort to optimize
lease fleet utilization and the effectiveness of our sales and marketing. This
system consists of a wide-area network that connects our headquarters and all of
our branches. Headquarters and each branch can enter data into the system and
access data on a real-time basis. Our system generates weekly management reports
by branch with leasing volume, fleet utilization, lease rates and fleet movement
as well as monthly profit and loss statements on a consolidated and branch
basis. These reports allow management to monitor each branch's performance on a
daily, weekly and monthly basis. We track each portable storage unit by its
serial number. Lease fleet and sales information is entered in the system daily
at the branch level and verified through periodic physical inventories by branch
employees. Branch salespeople also use the system to track customer leads and
other sales data, including information about current and prospective customers.

LEASE TERMS

Our leases have an average initial term of over eight months and provide
for the lease to continue at the same rental rate on a month-to-month basis
until the customer cancels the lease. The average duration of our leases has
been 20 months. Our average monthly rental rate was $118 in 1998. Most of our
portable storage units rent for $60 to $180 per month although large
custom-designed units may rent for as much as $350 per month. Our mobile offices
typically rent for $110 to $325 per month. Each lease provides that the customer
is responsible for the cost of delivery at lease inception and pickup at lease
termination. Our leases specify that the customer is liable for any damage done
to the unit beyond ordinary wear and tear. However, our customers may purchase a
damage waiver from us to avoid this liability. This provides us with an
additional source of recurring revenue. The customer's possessions stored within
the portable storage unit are the responsibility of the customer.

COMPETITION

We face competition from several local companies and usually one or two
regional companies in all of our current markets. Our competitors include
lessors of storage units, used over-the-road trailers and other structures used
for portable storage. We also compete with conventional fixed self-storage
facilities to a lesser extent. We compete primarily in terms of product quality
and availability, lease rates and customer service. Some of our competitors have
less debt, greater market share and greater financial resources and pricing
flexibility than we do. Sometimes, a competitor will lower its lease rates in
one of our markets to try to gain market share. This may require us to reduce
our lease rates as well, which could reduce our profitability in those markets.

29
<PAGE> 32

In addition to competition for customers, we face competition in purchasing
used ISO shipping containers. Several types of businesses purchase used shipping
ISO containers, including various freight transportation companies, freight
forwarders and commercial and retail storage companies. Some of these companies
have greater financial resources than we do. As a result, if the number of
available containers for sale decreases, these competitors may be able to absorb
an increase in the cost of containers, while we could not. If used ISO shipping
container prices increase substantially, we may not be able to manufacture
enough new units to grow our fleet. These price increases also could increase
our expenses and reduce our earnings.

EMPLOYEES

As of March 15, 1999, we had about 900 full-time employees. Our employees
are represented by the following major categories:

<TABLE>
<S> <C>
Management.................................................. 38
Administrative.............................................. 134
Sales and marketing......................................... 60
Manufacturing............................................... 503
Drivers and storage unit handling........................... 165
</TABLE>

Our employees are not represented by a labor union. We consider our
relations with our employees to be good.

PROPERTIES

We own our branch locations in Dallas, Texas and Oklahoma City, Oklahoma.
We lease the other branch locations. We believe that satisfactory alternative
properties can be found in all of our markets at the end of the leases, if
necessary.

We own our manufacturing facility in Maricopa, Arizona, which is
approximately 30 miles south of Phoenix. This facility is eight years old and is
on approximately 45 acres. The facility includes nine manufacturing buildings,
totaling approximately 158,000 square feet. These buildings house our
manufacturing, assembly, refurbishing, painting and vehicle maintenance
operations.

We lease our corporate and administrative offices in Tempe, Arizona. These
offices have 28,800 square feet of space, which we believe is enough to meet our
needs for the next several years. The lease term is through December 2000. We
believe we will be able to renew this lease if desired.

LITIGATION

We are a party to routine claims incidental to our business. Most of these
claims involve alleged damage to customers' property while stored in units they
lease from us. We carry insurance to protect us against loss from these types of
claims, subject to deductibles under the policy. We do not believe that any
current litigation, individually or in the aggregate, is likely have a material
adverse effect on our business or results of operations.

30
<PAGE> 33

MANAGEMENT

Our directors, executive officers and other key managers are:

<TABLE>
<CAPTION>
NAME AGE POSITIONS
- ---- --- ---------
<S> <C> <C>
Directors and Executive Officers
Richard E. Bunger.................. 61 Chairman of the Board of Directors and Director of
Product Research and Market Development
Steven G. Bunger................... 37 President, Chief Executive Officer and Director
Lawrence Trachtenberg.............. 42 Executive Vice President, Chief Financial Officer and
Director
Burton K. Kennedy Jr............... 51 Senior Vice President of Sales and Marketing
Russell Lemley..................... 41 Vice President of Operations
George E. Berkner.................. 64 Director
Ronald J. Marusiak................. 51 Director
Stephen A McConnell................ 46 Director

Other Key Managers
Kyle G. Blackwell.................. 34 Southwest Regional Manager
Michael J. Bunger.................. 32 Western Regional Manager
Ronald E. Marshall................. 47 Northern Regional Manager
Aric Clawson....................... 38 Vice President of Manufacturing
Deborah K. Keeley.................. 35 Vice President of Accounting and Corporate Controller
</TABLE>

Directors and Executive Officers

Richard E. Bunger has served as our Chairman of the Board of Directors and
a director since he founded Mobile Mini in 1983. He also served as Chief
Executive Officer and President through April 1997. Since April 1997, Mr. Bunger
has served as Director of Product Research and Market Development. Mr. Bunger
has been awarded approximately 67 patents, many related to portable storage
technology. For a period of approximately 25 years prior to founding Mobile
Mini, Mr. Bunger owned and operated Corral Industries Incorporated, a designer
and builder of integrated animal production facilities that also designed and
built mini storage facilities. He is the father of Steven G. Bunger.

Steven G. Bunger has served as our Chief Executive Officer, President and a
director since April 1997. Mr. Bunger joined Mobile Mini in 1983 and initially
worked in our drafting and design department. He served in a variety of
positions including dispatcher, salesperson, and advertising coordinator before
joining management. He served as sales manager of our Phoenix branch and our
operations manager and Vice President of Operations and Marketing before
becoming our Executive Vice President and Chief Operating Officer in November
1995. Mr. Bunger graduated from Arizona State University in 1986 with a B.A. in
Business Administration. He is the son of Richard E. Bunger.

Lawrence Trachtenberg has served as our Executive Vice President, Chief
Financial Officer, General Counsel, Secretary, Treasurer and a director since
December 1995. Mr. Trachtenberg is responsible for all of our accounting,
banking and related financial matters. Mr. Trachtenberg is admitted to practice
law in Arizona and New York and is a Certified Public Accountant in New York.
Before he joined us, Mr. Trachtenberg served as Vice President and General
Counsel at Express America Mortgage Corporation, a mortgage banking company,
from 1994 through 1995. Before then, he was Vice President and Chief Financial
Officer of Pacific International Services Corporation, a car rental and sales
company, from 1990 to 1994. Mr. Trachtenberg received his

31
<PAGE> 34

J.D. from Harvard Law School in 1981 and his B.A. in Accounting/Economics from
Queens College of the City University of New York in 1977.

Burton K. Kennedy, Jr. has served as our Senior Vice President of Sales and
Marketing since July 1996. He has overall responsibility for our branch lease
and sale operations and also directs our acquisition of portable storage units.
He also worked for us from 1986 until 1991. From 1993 through 1996, Mr. Kennedy
served in various executive positions with National Security Containers, a
division of Cavco, Inc.

Russell Lemley has served as our Vice President of Operations since June
1998. He joined us in August 1988 as Construction Superintendent to build our
Rialto, California facility, served as the Plant Manager of the Rialto facility
from 1989 to 1994, as General Manager of the Rialto facility from 1994 to 1998.

George E. Berkner has served as a director since December 1993. Since 1992,
Mr. Berkner has served as Vice President of AdGraphics, Inc., a computer
graphics company. From 1990 to 1992, he was a private investor. From 1972 until
1990, he was President and Chief Executive Officer of Gila River Products, a
plastics manufacturer. Mr. Berkner graduated from St. Johns University with a
B.A. in Economics/Business in 1956.

Ronald J. Marusiak has served as a director since February 1996. He has
been Division President of Micro-Tronics, Inc., a precision machining and tool
and die company for more than 10 years. Mr. Marusiak is the co-owner of R2B2
Systems, Inc., a computer hardware and software company, and a director of W.B.
McKee Securities, Inc. Mr. Marusiak received a M.S. in Management from LaVerne
University in 1979 and a B.S. from the United States Air Force Academy in 1971.

Stephen A McConnell has served as a director since August 1998. Since 1991,
he has been President of Solano Ventures, an investment firm. From 1991 to 1997,
he also was Chairman of Mallco Lumber & Building Materials, Inc., a wholesale
distributor of lumber and doors. From 1991 to 1995, he also was President of
Belt Perry Associates, Inc., a property tax consulting firm. He is also a
director of Pilgrim America Capital Corporation, JDA Software Group, Inc.,
Vodavi Technology, Inc. and Capital Title Group, Inc.

Other Key Managers

Kyle G. Blackwell has served as our Southwest Regional Manager since
January 1998. He is responsible for our six branches located in Texas and
Oklahoma. Mr. Blackwell joined us in March 1989 and served in purchasing and
production before joining our sales force. He was promoted to Division Manager
in May 1994 and to Regional Manager in January 1997. He is the son-in-law of
Richard E. Bunger.

Michael J. Bunger has served as our Western Regional Manager since November
1996. He is responsible for our four branches located in California and Arizona.
He joined us in 1984 in our Phoenix branch as head of our yard production, was
promoted to a sales representative in 1989, became the Phoenix Branch Manager in
1990 and a Division Manager in 1995. He is the son of Richard E. Bunger and the
brother of Steven G. Bunger.

Ronald E. Marshall has served as our Northern Regional Manager since
January 1999. He is responsible for our three branches located in Colorado,
Nevada and New Mexico. Mr. Marshall joined us in February 1997 as the Manager of
our Tucson branch. He was promoted to Director of New Market Development in
September 1997 and to his current position in January 1999. He operated Marshall
Marketing, a contract advertising agency, from 1996 through 1997. He served as a
General Manager to Zeb Pearce & Sons, a multi-beverage distributor, from 1978 to
1996.

Aric Clawson has served as our Vice President of Manufacturing since
December 1994. From 1992 to 1994, he served as General Manager of our
manufacturing facility in Maricopa, Arizona.

32
<PAGE> 35

Mr. Clawson joined us as a Project Manager in our design area in 1988. He is the
son-in-law of Richard E. Bunger.

Deborah K. Keeley has served as our Vice President of Accounting since
August 1996 and Corporate Controller since September 1995. Prior to joining us,
she was Corporate Accounting Manager for Evans Withycombe Residential, an
apartment developer, for six years.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation paid
or accrued to the Chief Executive Officer and the four highest compensated
executive officers whose salary and bonus exceeded $100,000 during 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
OTHER LONG TERM
ANNUAL COMPENSATION ANNUAL COMPENSATION
FISCAL ------------------- COMPEN- ------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) STOCK OPTIONS COMPENSATION
- --------------------------- ------ -------- -------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Bunger........... 1998 $183,750 $223,502 -- 30,000 $27,340(2)
Chairman of the Board 1997 175,000 163,059 -- 40,000 25,087(2)
1996 100,000 107,873 -- -- 21,100(2)
Steven G. Bunger............ 1998 $183,750 $193,812 $500 30,000 $ --
President, Chief 1997 170,000 119,577 500 40,000 5,000(3)
Executive Officer 1996 50,000 95,887 -- 25,000 5,000(3)
Lawrence Trachtenberg....... 1998 $157,500 $140,487 $500 30,000 $ --
Chief Financial Officer, 1997 145,000 102,494 500 40,000 5,000(3)
Executive Vice President 1996 50,000 95,887 -- 25,000 5,000(3)
Burton K. Kennedy Jr........ 1998 $110,284 $ 20,887 $500 5,000 $ 5,000(3)
Senior Vice President 1997 99,045 11,296 500 5,000 5,000(3)
1996 14,423 51,320 -- 50,000 2,500(3)
Russell Lemley.............. 1998 $ 94,480 $ 27,668 $225 29,000 $ 5,000(3)
Vice President, Operations 1997 56,000 20,775 253 3,000 5,000(3)
1996 61,182 -- -- -- 5,000(3)
</TABLE>

- ---------------
(1) Includes our contributions to the 401(k) Retirement Plan.

(2) We provide Mr. Richard E. Bunger with a car we own and a $2 million life
insurance policy. The amount shown is our estimate of our annual costs for
the car and the life insurance premiums we paid.

(3) Payments under non-compete agreements with us.

COMPENSATION OF DIRECTORS

We pay our directors (other than directors who are also employees) for
their service. Each director was paid $500 per board meeting in 1998, whether
attended in person or by telephone, and will be paid $15,000 per year plus $500
per board meeting attended in 1999. We also grant each outside director an
option to purchase 7,500 shares of common stock on each August 1. The exercise
price is equal to the fair market value of the common stock on the grant date.

33
<PAGE> 36

PRINCIPAL AND SELLING STOCKHOLDERS

The following shows the number and percentage of outstanding shares of our
common stock as of March 29, 1999 owned by:

- each stockholder known by us to beneficially own more than five percent
of our common stock;

- each director and executive officer;

- all executive officers and directors as a group; and

- each selling stockholder.

The table also shows the number of shares being sold by each selling stockholder
and the number and percentage of our outstanding shares each selling stockholder
will own after the offering, assuming that the underwriters do not exercise
their over-allotment option. The address of each person named in the table is
1834 West Third Street, Tempe, Arizona 85281, unless otherwise noted.

<TABLE>
<CAPTION>
SHARES OWNED AFTER
BEFORE OFFERING OFFERING
------------------- SHARES --------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Directors and Executive Officers:
Richard E. Bunger(1)..................... 2,327,000 28.1 500,000 1,827,000 17.0
Steven G. Bunger(2)...................... 335,849 4.1 -- 335,849 3.1
Lawrence Trachtenberg.................... 90,771 1.1 -- 90,771 *
Ronald J. Marusiak(3).................... 135,478 1.7 -- 135,478 1.3
George Berkner........................... 31,125 * -- 31,125 *
Burton K. Kennedy, Jr.................... 23,135 * -- 23,135 *
Russell Lemley........................... 9,288 * -- 9,288 *
Stephen A McConnell...................... 16,250 * -- 16,250 *
REB/BMB Family Limited Partnership(4).... 1,730,000 21.2 -- 1,730,000 16.2
Bunger Holdings, L.L.C.(5)............... 410,000 5.0 -- 410,000 3.8
All directors and executive officers as a
group (8 persons)..................... 2,799,517 34.3 -- 2,299,517 21.6

Other Selling Stockholders:
Kyle G. and Jennifer Blackwell........... 207,098 2.5 15,000 192,098 1.8
Michael J. and Angela Bunger............. 261,131 3.2 15,000 246,131 2.3
Aric and Carolyn Clawson................. 202,051 2.5 15,000 187,051 1.8
Jon and Susan Keating.................... 180,740 2.2 15,000 165,740 1.6
Pennies of the World, Inc.(6)............ 85,468 1.0 40,000 45,468 *
</TABLE>

- ---------------
* Less than 1%.

(1) Includes 1,730,000 shares owned by REB/BMB Family Limited Partnership. Mr.
Richard E. Bunger disclaims any beneficial ownership of shares held by
REB/BMB Family Limited Partnership in excess of 1,080,430.

(2) Includes: 82,000 shares owned by Bunger Holdings, L.L.C.; 169,379 shares
owned by REB/BMB Family Limited Partnership; 2,470 shares of common stock;
and 82,000 shares subject to exercisable options. Of the 169,379 shares
owned by REB/BMB Family Limited Partnership, 134,148 are held for members of
Mr. Bunger's immediate family.

(3) Includes: 95,500 shares held by a Profit Sharing Plan and Trust of which Mr.
Marusiak is Trustee and Plan Administrator. Mr. Marusiak disclaims any
beneficial ownership of 80% of these shares.

(4) Richard E. Bunger and his wife, Barbara M. Bunger, are the general partners
of REB/BMB Family Limited Partnership.

(5) The members of Bunger Holdings, L.L.C. are Steven G. Bunger, Carolyn
Clawson, Michael Bunger, Jennifer Blackwell and Susan Keating, each a child
of Richard E. Bunger.

(6) Pennies of the World, Inc. acquired shares of our common stock in January
1999 in partial payment of the purchase price in the acquisition of our Las
Vegas branch a year earlier. Pennies of the World, Inc. is located at 8
Horizon Avenue, Venice, California 90291.

34
<PAGE> 37

DESCRIPTION OF COMMON STOCK AND OTHER SECURITIES

GENERAL

Our Certificate of Incorporation authorizes the issuance of 17,000,000
shares of common stock and 5,000,000 shares of preferred stock. As of March 31,
1999, 8,170,451 shares of common stock were outstanding, and we had reserved
1,095,375 shares of common stock for issuance upon exercise of outstanding
options and warrants. On April 30, 1999, we issued 640,000 shares of our
redeemable Series B convertible preferred stock in connection with our
acquisition of substantially all of the assets of National Security Containers,
L.L.C. No other shares of preferred stock were outstanding on April 30, 1999.

COMMON STOCK

The holders of common stock have one vote per share on all matters
submitted to a vote of our stockholders. Holders of common stock are entitled to
receive any dividends on the common stock declared by the Board of Directors out
of funds legally available for dividend payments. If we dissolve, liquidate or
wind up our business, the holders of common stock will share ratably in our
assets after payment of our liabilities and any preferences on the preferred
stock. All outstanding shares of common stock are fully paid and nonassessable.

The holders of common stock do not have any rights to acquire or subscribe
for additional shares. Accordingly, if you buy shares in this offering and we
later decide to sell additional shares, you will have no right to purchase any
of those additional shares. Therefore, your percentage interest would be
reduced.

Under our Bylaws, the holders of one-third of the outstanding shares of our
common stock, if present in person or by proxy, represent a quorum for the
transaction of business at our stockholders meetings. In most instances, if
holders of a majority of the common stock present in person or by proxy at any
meeting vote "for" a matter, including the election of directors, the matter
passes.

The holders of common stock do not have cumulative voting rights. This
means the holders of more than half of the outstanding shares of our common
stock can elect all of the directors if they choose to do so, and the priority
stockholders cannot elect any Directors. The Board of Directors is allowed to
fill any vacancies on the Board between stockholders' meetings.

PREFERRED STOCK

Under our Certificate of Incorporation, the Board of Directors may issue
shares of preferred stock without stockholder approval. The Board may set the
rights, privileges and preferences of any series of preferred stock it decides
to issue. This includes the dividend rate and voting rights, redemption rights,
sinking fund, liquidation preferences and conversion rights. Therefore, the
rights of any preferred stock the Board of Directors may decide to issue could
adversely affect the voting power or other rights of the holders of the common
stock. We do not currently intend to issue any preferred stock other than our
redeemable Series B convertible preferred stock which is described below and
which was issued on April 30, 1999 in connection with our acquisition of
substantially all of the assets of National Security Containers. We will redeem
all outstanding shares of our Series B preferred stock with a portion of the net
proceeds of this offering. See "Use of Proceeds."

At the closing of that acquisition, we issued National Security Containers,
L.L.C. 640,000 shares of our Series B preferred stock, with a mutually agreed
aggregate value of $8 million. The rights and preferences for the Series B
preferred stock are described below.

Dividends. Dividends on the Series B preferred stock accrue at the rate of
5% per year for the first six months the shares are issued and at a rate of 12%
per year after that six month period. Dividends are payable quarterly in cash
out of funds legally available for use in the payment of dividends. If we fail
to redeem the shares of Series B preferred stock when required,

35
<PAGE> 38

or if we fail four times to pay dividends on a quarterly payment date, dividends
begin to accrue at a rate of 18% per year.

Conversion. After the first anniversary of issuance, if not redeemed
earlier, each share of Series B preferred stock will become convertible into one
share of our common stock (subject to certain adjustments), at the option of the
owner of the share. If not previously redeemed, all the shares of Series B
preferred stock would be convertible into 640,000 shares of our common stock,
assuming no adjustments had to be made to the $12.50 per share initial
conversion price.

Redemption. The redemption price of the Series B preferred stock is
$12.50, plus all accrued and unpaid dividends. We will redeem all the
outstanding shares of the Series B preferred stock with a portion of the net
proceeds of this offering.

Liquidation Preference. Upon our liquidation, dissolution or winding-up,
each share of Series B preferred stock will be entitled to receive $12.50 plus
all accrued but unpaid dividends, before any distribution can be made on our
common stock. After receiving that liquidation preference payment, the Series B
preferred stock will not be entitled to further participate in liquidation
distributions. However, if at the time we liquidate, dissolve or wind-up, we
also have failed to redeem the shares of Series B preferred stock when required,
or if we failed four times to pay dividends on a quarterly payment date, after
receiving the liquidation preference payment, the shares of Series B preferred
stock will be entitled to participate in distributions made on the common stock,
based upon the number of shares of common stock then issuable upon conversion of
a share of Series B preferred stock.

Voting Rights. Initially, the Series B preferred stock will not entitled
to vote, except as provided by Delaware law. However, if we fail to redeem the
shares of Series B preferred stock when required, or if we fail four times to
pay dividends on a quarterly payment date, the Series B preferred stock will be
entitled to vote with the holders of common stock as a single class, with each
share of Series B preferred stock having that number of votes equal to the
number of shares of common stock into which it is convertible.

Registration Rights. We granted National Security Containers rights to
demand registration of the shares of common stock issuable upon conversion of
the shares of Series B preferred stock and rights to include shares of common
stock in other registrations effected by us. These rights will be generally
transferable.

WARRANTS

In October 1997, we issued warrants to purchase 187,500 shares of common
stock in connection with the sale of our 12% Senior Subordinated Notes. Those
warrants are exercisable at $5.00 per share and expire on November 1, 2002. As
of March 31, 1999, warrants to purchase 182,625 shares of common stock were
outstanding.

CLASSIFIED BOARD OF DIRECTORS AND RELATED PROVISIONS

We have also set up a classified Board of Directors. This means that our
directors serve staggered terms of three years each. This classified board
structure means that stockholders who do not approve of the policies of the
Board of Directors cannot vote to remove more than one-third of the directors at
any one annual meeting. It will take two annual meetings of stockholders to
remove a majority of the Board.

TRANSFER AGENT

The transfer agent for our common stock is Harris Trust and Savings Bank,
Chicago, Illinois.

36
<PAGE> 39

PLAN OF DISTRIBUTION

The underwriters named below, through their representatives, BT Alex. Brown
Incorporated, A.G. Edwards & Sons, Inc., Morgan Keegan & Company, Inc. and
Peacock, Hislop, Staley & Given, Inc., have severally agreed to purchase from us
and the selling stockholders the following numbers of shares of common stock at
the public offering price less the underwriting discounts and commissions shown
on the cover page of this prospectus.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ----------- ----------------
<S> <C>
BT Alex. Brown Incorporated..............................
A.G. Edwards & Sons, Inc.................................
Morgan Keegan & Company, Inc. ...........................
Peacock, Hislop, Staley & Given, Inc. ...................

---------
Total.......................................... 3,100,000
=========
</TABLE>

We and the selling stockholders have entered into an underwriting agreement
with the underwriters which provides that the underwriters are obligated,
subject to the terms and conditions of the underwriting agreement, to purchase
all of the shares of common stock being offered, other than those covered by the
over-allotment option described below, if any of such shares are purchased.

The underwriters propose to offer the shares of common stock to the public
at the public offering price shown on the cover page of this prospectus and to
dealers at a price that represents a concession not in excess of $ per share
under the public offering price. The underwriters may allow, and dealers may
re-allow, a concession not in excess of $ per share to other dealers. After
the public offering, the offering price and other selling terms may be changed
by the representatives of the underwriters. The underwriters may sell more
shares that the total number shown on the above table. To cover these sales, we
have granted to the underwriters an option, exercisable not later than 30 days
after the date of this prospectus, to purchase up to 465,000 additional shares
of our common stock at the public offering price less the underwriting discounts
and commissions shown on the cover page of this prospectus. The underwriters may
exercise this option only to cover these sales. To the extent that the
underwriters exercise their option, each of the underwriters will become
obligated to purchase approximately the same percentage of additional shares of
common stock as the number of shares of common stock to be purchased by it in
the above table bears to 3,100,000, and we will be obligated to sell such shares
to the underwriters. If any additional shares of common stock are purchased, the
underwriters will offer additional shares on the same terms as those on which
the initial shares are being offered.

37
<PAGE> 40

The following table summarizes the compensation to be paid to the
underwriters by the Company and the selling stockholders:

<TABLE>
<CAPTION>
TOTAL
-------------------------------
PER WITHOUT WITH
SHARE OVER-ALLOTMENT OVER-ALLOTMENT
----- -------------- --------------
<S> <C> <C> <C>
Underwriting discounts and commissions
paid by the Company.................
Underwriting discounts and commissions
paid by the selling stockholders....
</TABLE>

We estimate that the total expenses of the offering, excluding underwriting
discounts and commissions, will be approximately $350,000.

We and certain selling stockholders have agreed to indemnify the
underwriters against liabilities in connection with this offering, including
liabilities under the Securities Act of 1933.

The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

To facilitate this offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the market price of our common
stock. Specifically, the underwriters may over-allot shares of our common stock
in connection with this offering by creating a short position in our common
stock for their own accounts. A short position results when an underwriter sells
more shares of common stock than that underwriter is committed to purchase.
Additionally, to cover these over-allotments or to stabilize the market price of
our common stock, the underwriters may bid for, and purchase, shares of our
common stock in the open market at a level above that which might otherwise
prevail in the open market. Finally, the representatives, on behalf of the
underwriters, may also reclaim selling concessions allowed to an underwriter or
a dealer if the underwriting syndicate repurchases shares distributed by that
underwriter or dealer. Any of these activities may maintain the market price of
our common stock at a level above that which might otherwise prevail in the open
market. The underwriters are not required to engage in these activities, and if
commenced, may end any of these activities at any time.

Our directors and executive officers collectively hold approximately
2,290,000 shares of our common stock and exercisable options to buy
approximately 337,000 shares of common stock, after giving effect to the sale of
500,000 shares by Richard E. Bunger. Our directors and executive officers have
agreed with the underwriters, subject to certain limited exceptions, not to
offer, sell, pledge or otherwise dispose of any shares of common stock owned by
them for a period of one year following the date of this offering without the
prior written consent of BT Alex. Brown Incorporated.

We have agreed with the underwriters not to offer, sell, pledge or
otherwise dispose of any shares of our common stock for a period of one year
from the date of this offering without the prior written consent of BT Alex.
Brown Incorporated, except that we may issue, and grant options or warrants to
purchase, shares of our common stock or any shares convertible into, exercisable
for or exchangeable for shares of our common stock, upon the exercise of
outstanding options and warrants and our issuance of options and stock granted
under the existing stock option plan and in connection with acquisition
transactions.

In connection with this offering, some of the underwriters and selling
group members (if any) who are qualified market makers in our common stock may
engage in passive market making transactions in our common stock on the Nasdaq
National Market in accordance with Rule 103 of Regulation M under the Exchange
Act, during the business day prior to the pricing of this offering before the
commencement of offers or sales of the common stock. Passive market makers must
comply with applicable volume and price limitations and must be identified as
such.

38
<PAGE> 41

In general, a passive market maker must display its bid at a price not in excess
of the highest independent bid of such security; if all independent bids are
lowered below the passive market makers' bid, however, such bid must then be
lowered when certain purchase limits are exceeded. Passive market making may
stabilize the market price of our common stock at a level above that which might
otherwise prevail and, if commenced, may be discontinued at any time.

BT Commercial Corporation, an affiliate of BT Alex. Brown Incorporated, is
the agent for our lenders under our $90 million credit facility. We believe the
interest rate and other terms and conditions of our credit facility are within
standard industry parameters.

VALIDITY OF THE SHARES

The validity of the common stock offered hereby will be passed upon for the
Company by Bryan Cave LLP, Phoenix, Arizona. Piper & Marbury L.L.P., Baltimore,
Maryland, will pass upon certain legal matters as requested by the underwriters.

EXPERTS

Our consolidated financial statements as of December 31, 1997 and 1998 and
for each of the three years in the period ended December 31, 1998 included in
this prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto. We have
included these financial statements because we believe our auditors are experts
in accounting and auditing.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We have filed a registration statement on Form S-2 with the SEC. This
prospectus does not contain all of the information in the registration
statement. We have omitted some of that information under the SEC's rules and
regulations. You should refer to the registration statement and its exhibits for
further information.

We are subject to the informational requirements of the Securities Exchange
Act of 1934, and we file reports, proxy statements and other information with
the SEC. These documents and the registration statement may be inspected and
copied at the SEC's public reference facilities at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549; Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York,
New York 10048. You can also get copies of these documents by writing to the
SEC's Public Reference Section at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates, or on the World Wide Web through the SEC's Internet
address at "http://www.sec.gov." Our common stock is listed on the Nasdaq
National Market, and you may also inspect and copy our SEC filings at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20549.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have filed the following documents with the SEC (File No. 1-12804)
pursuant to the Securities Exchange Act of 1934. These documents are
incorporated in this prospectus by reference:

- Our Annual Report on Form 10-K for the year ended December 31, 1998;

- Our Current Reports on Form 8-K, dated April 1, 1999 and April 30, 1999;
and

- All other reports we have filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since December 31, 1998.

39
<PAGE> 42

All other documents that we filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and before the
termination of this offering are also incorporated by reference in this
prospectus from their date of filing.

Any statement contained in a document incorporated in this prospectus by
reference, or contained in this prospectus, will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
is incorporated by reference in this prospectus modifies or supersedes the
earlier statement. Any statement so modified does not constitute a part of this
prospectus except as so modified, and any statement so superseded does not
constitute a part of this prospectus.

Requests for copies of incorporated documents should be directed to:
Stockholder Relations Department, Mobile Mini, Inc., 1834 West Third Street,
Tempe, Arizona 85281, telephone: (602) 894-6311. We will give you copies free of
charge.

40
<PAGE> 43

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Public Accountants.................... F-2

Consolidated Balance Sheets -- December 31, 1997 and 1998... F-3

Consolidated Statements of Operations -- For the Years Ended
December 31, 1996, 1997 and 1998.......................... F-4

Consolidated Statements of Stockholders' Equity -- For the
Years Ended December 31, 1996, 1997 and 1998.............. F-5

Consolidated Statements of Cash Flows -- For the Years Ended
December 31, 1996, 1997 and 1998.......................... F-6

Notes to Consolidated Financial Statements -- December 31,
1997 and 1998............................................. F-8

Financial Statement Schedule
</TABLE>

F-1
<PAGE> 44

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mobile Mini, Inc.:

We have audited the accompanying consolidated balance sheets of MOBILE
MINI, INC. (a Delaware corporation) and subsidiaries as of December 31, 1997 and
1998, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mobile Mini, Inc. and
subsidiaries as of December 31, 1997 and 1998 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of the
financial statements is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not a required part of the
basic financial statements. This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Phoenix, Arizona,
February 12, 1999.

F-2
<PAGE> 45

MOBILE MINI, INC.

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
----------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 1,005,204 $ 1,030,138
Receivables, net of allowance for doubtful accounts of
$893,000 and $1,085,000, respectively..................... 6,259,476 6,254,938
Inventories................................................. 4,748,316 8,550,778
Portable storage unit lease fleet, net of accumulated
depreciation of $1,735,000 and $2,584,000, respectively... 50,906,908 76,589,831
Property, plant and equipment, net.......................... 18,011,916 20,262,738
Deposits and prepaid expenses............................... 898,615 787,426
Other assets................................................ 2,221,587 3,314,384
----------- ------------
TOTAL ASSETS...................................... $84,052,022 $116,790,233
=========== ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Accounts payable............................................ $ 2,676,634 $ 2,953,833
Accrued liabilities......................................... 3,104,747 3,858,165
Line of credit.............................................. 35,883,104 57,183,576
Notes payable............................................... 6,123,049 4,819,976
Obligations under capital leases............................ 5,371,603 3,196,021
Subordinated notes, net..................................... 6,647,874 6,700,038
Deferred income taxes....................................... 5,217,619 8,206,830
----------- ------------
TOTAL LIABILITIES................................. 65,024,630 86,918,439
----------- ------------

Commitments and Contingencies (Note 10)
STOCKHOLDERS' EQUITY:
Common stock; $0.01 par value, 17,000,000 shares authorized,
6,799,524 and 7,966,863 issued and outstanding at December
31, 1997 and 1998, respectively........................... 67,995 79,669
Additional paid-in capital.................................. 16,206,166 22,054,927
Common stock to be issued, 85,468 shares.................... -- 500,000
Retained earnings........................................... 2,753,231 7,237,198
----------- ------------
TOTAL STOCKHOLDERS' EQUITY........................ 19,027,392 29,871,794
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $84,052,022 $116,790,233
=========== ============
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.
F-3
<PAGE> 46

MOBILE MINI, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Leasing....................................... $17,876,236 $24,870,141 $36,461,050
Sales......................................... 23,618,754 20,527,477 15,623,088
Other......................................... 930,611 685,005 592,393
----------- ----------- -----------
42,425,601 46,082,623 52,676,531
COSTS AND EXPENSES:
Cost of sales................................. 19,926,191 14,546,347 10,729,988
Leasing, selling and general expenses......... 15,343,210 20,585,458 25,724,193
Depreciation and amortization................. 1,713,419 2,253,264 2,884,007
Restructuring charge.......................... 700,000 -- --
----------- ----------- -----------
INCOME FROM OPERATIONS.......................... 4,742,781 8,697,554 13,338,343
OTHER INCOME (EXPENSE):
Interest income............................... 9,546 4,628 31,274
Interest expense.............................. (3,894,155) (5,034,856) (5,896,339)
----------- ----------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES AND
EXTRAORDINARY ITEM............................ 858,172 3,667,326 7,473,278
PROVISION FOR INCOME TAXES...................... 377,596 1,466,930 2,989,311
----------- ----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM................ 480,576 2,200,396 4,483,967
EXTRAORDINARY ITEM, net of income tax benefit of
$322,421...................................... (410,354) -- --
----------- ----------- -----------
NET INCOME...................................... $ 70,222 $ 2,200,396 $ 4,483,967
=========== =========== ===========
EARNINGS PER SHARE:
BASIC:
Income before extraordinary item.............. $ 0.07 $ 0.33 $ 0.57
Extraordinary item............................ (0.06) -- --
----------- ----------- -----------
Net income.................................... $ 0.01 $ 0.33 $ 0.57
=========== =========== ===========
DILUTED:
Income before extraordinary item.............. $ 0.07 $ 0.32 $ 0.53
Extraordinary item............................ (0.06) -- --
----------- ----------- -----------
Net income.................................... $ 0.01 $ 0.32 $ 0.53
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
SHARE EQUIVALENTS OUTSTANDING:
Basic......................................... 6,737,592 6,752,147 7,839,623
=========== =========== ===========
Diluted....................................... 6,744,229 6,800,303 8,417,168
=========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-4
<PAGE> 47

MOBILE MINI, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
COMMON
ADDITIONAL STOCK
PREFERRED COMMON PAID-IN TO BE RETAINED STOCKHOLDERS'
STOCK STOCK CAPITAL ISSUED EARNINGS EQUITY
----------- ------- ----------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995.... $ 5,000,000 $48,350 $10,628,979 $ -- $ 482,613 $16,159,942
Conversion of preferred
stock..................... (5,000,000) 19,043 4,959,894 -- -- (21,063)
Net income.................. -- -- -- -- 70,222 70,222
----------- ------- ----------- -------- ---------- -----------
Balance, December 31, 1996.... -- 67,393 15,588,873 -- 552,835 16,209,101
Issuance of common stock
(Notes 6 and 11).......... -- 600 333,175 -- -- 333,775
Exercise of stock options... -- 2 648 -- -- 650
Warrants issued (Note 11)... -- -- 283,470 -- -- 283,470
Net income.................. -- -- -- -- 2,200,396 2,200,396
----------- ------- ----------- -------- ---------- -----------
Balance, December 31, 1997.... -- 67,995 16,206,166 -- 2,753,231 19,027,392
Issuance of common stock
(Notes 6 and 11).......... -- 180 183,820 -- -- 184,000
Exercise of stock options... -- 9 3,779 -- -- 3,788
Exercise of warrants........ -- 11,485 5,661,162 -- -- 5,672,647
Common stock to be issued,
85,468 shares............. -- -- -- 500,000 -- 500,000
Net income.................. -- -- -- -- 4,483,967 4,483,967
----------- ------- ----------- -------- ---------- -----------
Balance, December 31, 1998.... $ -- $79,669 $22,054,927 $500,000 $7,237,198 $29,871,794
=========== ======= =========== ======== ========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-5
<PAGE> 48

MOBILE MINI, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................... $ 70,222 $ 2,200,396 $ 4,483,967
Adjustments to reconcile income to net cash provided
by operating activities:
Extraordinary loss on early debt extinguishment.... 410,354 -- --
Allowance for doubtful accounts receivable......... 502,065 1,104,863 983,526
Amortization of deferred loan costs................ 385,473 548,725 587,096
Amortization of warrant issuance discount.......... -- 8,694 52,164
Depreciation and amortization...................... 1,713,419 2,253,264 2,884,007
Loss (gain) on disposal of property, plant and
equipment........................................ 3,938 56,247 (2,901)
Deferred income taxes.............................. (2,485) 1,508,119 2,989,211
Changes in certain assets and liabilities, net of
effect of businesses acquired:
Increase in receivables.......................... (821,194) (2,732,485) (937,114)
Decrease (increase) in inventories............... 194,840 250,066 (3,802,462)
(Increase) decrease in deposits and prepaid
expenses...................................... (24,410) (155,631) 188,559
Decrease (increase) in other assets.............. 45,908 10,746 (1,826)
(Decrease) increase in accounts payable.......... (1,707,818) 119,305 277,199
Increase in accrued liabilities.................. 619,649 912,634 753,416
------------ ------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES........ 1,389,961 6,084,943 8,454,842
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for businesses acquired (Note 12).......... -- -- (3,944,446)
Net purchases of portable storage unit lease fleet... (7,737,552) (17,078,799) (23,492,555)
Net purchases of property, plant and equipment....... (3,013,247) (2,140,205) (3,775,359)
------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES............ (10,750,799) (19,219,004) (31,212,360)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit................. 22,307,001 9,477,069 21,300,472
Proceeds from issuance of notes payable.............. 7,127,997 10,391,748 376,670
Deferred financing costs............................. (1,963,484) (727,434) (505,061)
Principal payments and penalties on early debt
extinguishment..................................... (14,405,879) -- --
Principal payment on notes payable................... (1,334,083) (4,632,298) (1,679,743)
Principal payments on capital lease obligations...... (3,043,759) (1,367,833) (2,386,321)
Exercise of warrants................................. -- 260,820 5,672,647
Issuance of common stock............................. (21,063) 650 3,788
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES........ 8,666,730 13,402,722 22,782,452
------------ ------------ ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS... (694,108) 268,661 24,934
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR......... 1,430,651 736,543 1,005,204
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR............... $ 736,543 $ 1,005,204 $ 1,030,138
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest............... $ 3,186,774 $ 4,347,025 $ 5,479,214
============ ============ ============
Cash paid during the year for income taxes........... $ 59,958 $ 66,162 $ 75,045
============ ============ ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-6
<PAGE> 49

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:

In 1998, the Company issued 85,468 shares of the Company's common stock
valued at $500,000 as partial consideration in the purchase price of Nevada
Storage Containers (Las Vegas, Nevada) and issued 18,022 shares of the Company's
common stock valued at $184,000 as partial consideration in the purchase price
of Aspen Instant Storage (Oklahoma City, Oklahoma). In 1997, the Company issued
60,000 shares of the Company's common stock and 15,000 warrants to purchase the
Company's common stock as consideration for services performed in connection
with the $6.9 million subordinated debt offering and related bridge financing
with an aggregate value of $357,675 (Note 6). Capital lease obligations of
$548,697 and $210,740 during 1996 and 1998, respectively, were incurred in
connection with lease agreements for equipment. The Company did not enter into
any capital lease obligations during 1997.

The accompanying notes are an integral part of these consolidated statements.
F-7
<PAGE> 50

MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998

(1) THE COMPANY, ITS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION AND SPECIAL CONSIDERATIONS

Mobile Mini, Inc., a Delaware corporation, is a leading provider of
portable storage leasing solutions. The Company designs and manufactures
portable steel storage units and acquires and refurbishes used ocean-going
shipping containers for lease primarily in Arizona, California, Texas, Nevada,
Oklahoma, New Mexico and Colorado. In addition to its leasing operations, the
Company sells new and used portable storage units and provides other ancillary
services.

The Company has experienced rapid growth during the last several years with
lease revenues increasing at a 39.6% compounded rate during the last four years.
This growth is related to the expansion of the Company's portable storage unit
lease fleet at existing locations in Arizona, California, Texas and new
locations added in 1998 in Nevada, Oklahoma, New Mexico and Colorado.

The Company believes that its current capitalization, together with
borrowings available under the Credit Facility, is sufficient to permit
controlled growth. However, should demand for the Company's products continue to
grow at a significant rate, the Company will be required to secure additional
financing through additional borrowings, debt or equity offerings, or a
combination of these sources to meet this demand. The Company believes that such
financing will be available; however, there is no assurance that any such
financings will be available or on terms acceptable to the Company.

The Company's ability to obtain used containers for its lease fleet is
subject in large part to the availability of these containers in the market.
This is in part subject to international trade issues and the demand for
containers in the ocean cargo shipping business. Should there be a shortage in
supply of used containers, the Company could supplement its lease fleet with new
portable storage units manufactured by the Company. However, should there be an
overabundance of these used containers available, it is likely that prices would
fall. This could result in a reduction in the lease rates the Company could
obtain from its portable storage unit leasing operations. It could also cause
the appraised orderly liquidation value of the portable storage units in the
lease fleet to decline. In such event, the Company's ability to finance its
business through the Credit Facility would be affected as the maximum borrowing
limit under that facility is based upon the appraised orderly liquidation value
of the Company's portable storage unit lease fleet. In addition, under the
Credit Facility, the Company is required to comply with certain covenants and
restrictions as more fully discussed in Note 3. If the Company fails to comply
with these covenants and restrictions, the lender has the right to refuse to
lend the Company additional funds and may require early payment of amounts owed
to the lender. If this happens, it would materially impact the Company's growth
and ability to fund ongoing operations. Furthermore, because a substantial
portion of the amount borrowed under the Credit Facility bears interest at a
variable rate, a significant increase in interest rates could have a materially
adverse affect on the results of operations and financial condition of the
Company.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Mobile Mini,
Inc. and its wholly owned subsidiary, Mobile Mini I, Inc. (collectively the
"Company"). All material intercompany transactions have been eliminated.

F-8
<PAGE> 51
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

REVENUE RECOGNITION

The Company recognizes revenue from sales of containers upon delivery.
Revenue generated under portable storage unit leases is recognized as earned
when the customer is invoiced.

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 $307,000 and $73,000 at
December 31, 1997 and 1998 respectively, and are included in receivables in the
accompanying consolidated balance sheets.

Revenue from portable storage unit delivery and hauling is recognized as
these services are provided.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially expose the Company to
concentrations of credit risk, as defined by Statement of Financial Accounting
Standards (SFAS) No. 105, consist primarily of receivables. Concentration of
credit risk with respect to receivables are limited due to the large number of
customers spread over a large geographic area in many industry segments. The
Company's receivables related to its sales operations are generally secured by
the product sold to the customer. The Company's receivables related to its
leasing operations are primarily small month-to-month amounts generated from
both off site and on site customers. The Company has the right to repossess the
portable storage unit, including any customer goods, for non payment.

The Company's leasing customers by major category are presented below:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Retail...................................................... 46% 40%
Construction................................................ 24% 31%
Consumers................................................... 17% 15%
Commercial.................................................. 4% 7%
Government and Institutions................................. 7% 6%
Other....................................................... 2% 1%
</TABLE>

CASH AND CASH EQUIVALENTS

Cash and cash equivalents at December 31, 1997 and 1998 include $416,800
and $415,800, respectively, (including earned interest) in an interest reserve
account as required under the Indenture (see Note 6) in connection with the
Company's 12% Senior Subordinated Notes and represent an amount equal to at
least six months interest based on the principal amount outstanding.

F-9
<PAGE> 52
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INVENTORIES

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 at December 31 consist of
the following:

<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
Raw materials and supplies........................ $3,241,962 $6,480,553
Work-in-process................................... 631,399 801,338
Finished portable storage units................... 874,955 1,268,887
---------- ----------
$4,748,316 $8,550,778
========== ==========
</TABLE>

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost, net of accumulated
depreciation. Depreciation is provided using the straight-line method over the
assets' estimated useful lives. Salvage values are determined when the property
is constructed or acquired and range up to 25%, depending on the nature of the
asset. In the opinion of management, estimated salvage values do not cause
carrying values to exceed net realizable value. Normal repairs and maintenance
to property, plant and equipment are expensed as incurred.

Property, plant and equipment at December 31 consist of the following:

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE
IN YEARS 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Land............................... $ 708,555 $ 777,668
Vehicles and equipment............. 5 to 10 12,721,917 15,963,099
Buildings and improvements......... 30 6,739,190 7,211,833
Office fixtures and equipment...... 5 to 20 3,109,904 3,404,320
----------- -----------
23,279,566 27,356,920
Less -- Accumulated depreciation... (5,267,650) (7,094,182)
----------- -----------
$18,011,916 $20,262,738
=========== ===========
</TABLE>

Property, plant and equipment includes assets acquired under capital leases of
approximately $603,000 and $818,000, and accumulated amortization of
approximately $107,000 and $165,000, at December 31, 1997 and 1998,
respectively.

At December 31, 1997 and 1998, a portion of property, plant and equipment
was pledged as collateral for notes payable obligations and obligations under
capital leases (see Notes 3, 4 and 5).

ACCRUED LIABILITIES

Included in accrued liabilities in the accompanying consolidated balance
sheets are customer deposits and prepayments totaling approximately $485,000 and
$645,000 for the years ended December 31, 1997 and 1998, respectively.

EARNINGS PER SHARE

The Company has adopted SFAS No. 128, Earnings per Share. Pursuant to SFAS
No. 128, basic earnings per common share are computed by dividing net income by
the weighted average number

F-10
<PAGE> 53
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of shares of common stock outstanding during the year. Diluted earnings per
common share are determined assuming that options were exercised at the
beginning of each year or at the time of issuance. SFAS No. 128 is effective for
financial statements for both interim and annual periods presented after
December 15, 1997 and as a result, all prior period earnings per share (EPS)
data presented has been restated.

Below are the required disclosures pursuant to SFAS No. 128 for the years
ended December 31, 1996, 1997 and 1998:

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Basic earnings per share:
Net income............................... $ 70,222 $2,200,396 $4,483,967
========== ========== ==========
Weighted average common shares........... 6,737,592 6,752,147 7,839,623
---------- ---------- ----------
Basic earnings per share.............. $ 0.01 $ 0.33 $ 0.57
========== ========== ==========
Diluted earnings per share:
Net income............................... $ 70,222 $2,200,396 $4,483,967
========== ========== ==========
Weighted average common shares........... 6,737,592 6,752,147 7,839,623
Options and warrants assumed converted... 6,637 48,156 577,545
---------- ---------- ----------
Weighted average common shares plus
assumed conversion.................... 6,744,229 6,800,303 8,417,168
---------- ---------- ----------
Diluted earnings per share............ $ 0.01 $ 0.32 $ 0.53
========== ========== ==========
</TABLE>

LONG-LIVED ASSETS

The Company periodically evaluates the carrying value of long-lived assets
in accordance with SFAS No. 121 Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of. Under SFAS No. 121,
long-lived assets and certain identifiable intangible assets to be held and used
in operations are reviewed for impairment whenever events or circumstances
indicate that the carrying amount of an asset may not be fully recoverable. An
impairment loss is recognized if the sum of the expected long-term undiscounted
cash flows is less than the carrying amount of the long-lived assets being
evaluated.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments has been determined by
the Company using available market information and valuation methodologies.
Considerable judgment is required in estimating fair values. Accordingly, the
estimates may not be indicative of the amounts the Company could realize in a
current market exchange.

The carrying amounts of cash and cash equivalents, receivables and accounts
payable approximate fair values. The carrying amounts of the Company's
borrowings under the revolving line of credit and certain variable rate notes
payable instruments approximate fair value. The fair value of the Company's
variable rate notes payable and revolving line of credit is estimated using
discounted cash flow analyses, based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements. Based on the
borrowing rates currently available to the Company for bank loans with similar
terms and average maturities, the fair value of fixed rate long-term debt at
December 31, 1998 is approximately $12,100,000.

F-11
<PAGE> 54
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DEFERRED FINANCING COSTS

Included in other assets are deferred financing costs of approximately
$2,104,000 and $2,032,000 at December 31, 1997 and 1998, respectively. These
costs of obtaining long-term financing are being amortized over the term of the
related debt, using the straight-line method. The difference between amortizing
the deferred financing costs using the straight-line method and amortizing such
costs using the effective interest method is not material.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain prior period amounts in the accompanying financial statements have
been reclassified to conform to the current year presentation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, SFAS No. 133, 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 portion of a derivative's change in fair value will be
immediately recognized in earnings. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999. The Company expects to adopt SFAS No. 133
effective January 1, 2000. Management believes the impact of adopting SFAS No.
133 will not have any material impact on the Company's financial statements.

(2) PORTABLE STORAGE UNIT LEASE FLEET:

The Company has a portable storage unit lease fleet consisting of
refurbished or manufactured containers that are leased to customers under
short-term operating lease agreements with varying terms. Depreciation is
provided using the straight-line method over the portable storage units
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. Portable storage units included in the
lease fleet with an original loan value of approximately $9.2 million at
December 31, 1997 and $7.0 million at December 31, 1998, have been pledged as
collateral for notes payable and obligations under capital leases. The balance
of the portable storage units are pledged as collateral under the Credit
Facility (see Notes 3, 4 and 5). Normal repairs and maintenance to the portable
storage units are expensed as incurred.

F-12
<PAGE> 55
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Portable storage unit lease fleet includes assets acquired under capital
leases of approximately $8,255,000 and $6,435,000, and accumulated depreciation
of approximately $317,000 and $361,000 at December 31, 1997 and 1998,
respectively.

(3) LINE OF CREDIT:

In March 1996, the Company entered into the Credit Facility. Under the
terms of the Credit Facility, as amended, the Lenders have provided the Company
with a $75.0 million revolving line of credit and a term loan. Borrowings under
the Credit Facility are secured by substantially all of the Company's assets.

Available borrowings under the revolving line of credit are based upon the
level of the Company's inventories, receivables and portable storage unit lease
fleet. The portable storage unit lease fleet is appraised at least annually, and
up to 90% of the lesser of cost or appraised orderly liquidation value, as
defined, may be included in the borrowing base. The interest rate on the
revolving line of credit is fixed quarterly based on the Company's ratio of
funded debt to earnings before interest, taxes, depreciation and amortization.
Borrowings, are at the Company's option, at either the prime or the Eurodollar
rate, and interest accrues at a certain spread relative to the Company's debt
ratio in effect. At December 31, 1998, the prime rate was 7.75% and the
Eurodollar rate ranged from 5.31% to 5.56%. The interest rate charged under the
revolving line of credit at December 31, 1998 was 8.25% for prime rate
borrowings and ranged from 7.31% to 7.56% for Eurodollar borrowings. For the
first quarter of 1999, the interest rate decreased by 0.25% as a result of the
Company's funded debt ratio at December 31, 1998. The revolving line of credit
expires in March 2002, including a one-year extension option.

In connection with the closing of the Credit Facility, 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. As a result,
the Company recognized costs previously deferred related to certain indebtedness
and prepayment penalties, which resulted in an extraordinary charge to earnings
in 1996 of $410,000 after benefit for income taxes.

The revolving line of credit balance outstanding was approximately $35.9
million and $57.2 million at December 31, 1997 and 1998, respectively. The
amount available for borrowing was approximately $9.4 million at December 31,
1998. During 1997 and 1998, the weighted average interest rate under the line of
credit was 8.93% and 7.67%, respectively, and the average balance outstanding
during 1997 and 1998 was approximately $32.2 million and $45.1 million,
respectively.

The Company entered into an Interest Rate Swap Agreement (the Agreement)
effective in September 1998, under which the Company is designated as the fixed
rate payer at an interest rate of 5.5% per annum. Under the Agreement, the
Company has effectively fixed, for a three year period, the interest rate
payable on $30 million of its revolving line of credit so that it is based upon
a spread from 5.5%, rather than a spread from the Eurodollar rate. The Company
accounts for this agreement as a hedge of an existing liability in conformance
with SFAS No. 80, Accounting for Futures Contracts. Interest expense is accrued
using the fixed rate identified in the Agreement. The Company's objective in
entering into this transaction was to reduce the risk of interest rate
fluctuations in the future. As the Company intends to continue to operate with
leverage, management believed it was prudent to lock in a fixed interest rate at
a time when fixed rates had significantly decreased.

The Credit Facility contains several covenants including a minimum
consolidated tangible net worth requirement, a minimum fixed charge coverage
ratio, a maximum ratio of debt to equity,

F-13
<PAGE> 56
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

minimum operating income levels and minimum required utilization rates. In
addition, the Credit Facility contains limits on capital expenditures and the
incurrence of additional debt, as well as prohibiting the payment of cash
dividends.

Additional principal payments equal to 75% of "Excess Cash Flow", as
defined in the term loan documents which constitute part of the Credit Facility,
are required annually. As of December 31, 1998, no additional payment was
required under this provision.

(4) NOTES PAYABLE:

Notes payable at December 31 consist of the following:

<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
Notes payable to BT Commercial Corporation,
interest ranging from 2.25% over Eurodollar rate
(5.3125% at December 31, 1998) to 0.75% over
prime (7.75% at December 31, 1998), fixed
monthly installments of principal plus interest,
due March 2002, secured by various classes of
the Company's assets............................ $4,500,000 $3,687,500
Notes payable, interest ranging from 10.5% to
12.2%, monthly installments of principal and
interest, due October 1999 through May 2002,
secured by equipment and vehicles............... 848,926 591,186
Notes payable, interest ranging from 11.49% to
12.63%, monthly installments of principal and
interest, due July 2000 through January 2001,
secured by portable storage units............... 558,032 385,418
Notes payable to financial institution, interest
ranges from 6.49% to 7.75%, payable in fixed
monthly installments due January 1999 through
May 1999, unsecured............................. 216,091 155,872
---------- ----------
$6,123,049 $4,819,976
========== ==========
</TABLE>

Future maturities under notes payable are as follows:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31,
-------------------------
<S> <C>
1999......................................... $1,526,391
2000......................................... 1,543,373
2001......................................... 1,405,089
2002......................................... 345,123
----------
$4,819,976
==========
</TABLE>

(5) OBLIGATIONS UNDER CAPITAL LEASES:

The Company has leased certain portable storage units, portable classroom
buildings and equipment under capital leases expiring through 2003 under
sale-leaseback arrangements with various leasing companies. The lease agreements
provide the Company with a purchase option at the end of the lease term based on
an agreed upon percentage of the original cost of the portable storage units.
These leases have been capitalized using interest rates ranging from
approximately 6% to 14%. The leases are secured by the portable storage units
and equipment under lease.

F-14
<PAGE> 57
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In 1994 and 1995, the Company entered into multi-year agreements (the
Leases) to lease a number of portable classrooms to school districts in Arizona.
Subsequent to entering the leases, the Company sold the portable classrooms and
assigned the Leases to an unrelated third party. For financial reporting
purposes these transactions were not recorded as sales but accounted for as
collateralized borrowings in accordance with SFAS No. 13. For income tax
purposes these transactions were treated as sales.

During 1996, leases on 15 of the portable classroom buildings matured, and
the Company sold all 15 buildings. During 1998, the Company negotiated the sale
of all remaining portable classrooms under lease. The revenues from these sales
are included in the accompanying statements of operations, and the underlying
capital lease obligations for these buildings were paid in full.

Future payments of obligations under capital leases:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31,
-------------------------
<S> <C>
1999......................................... $2,460,122
2000......................................... 819,733
2001......................................... 95,254
2002......................................... 40,836
2003......................................... 84,920
----------
Total payments........................... 3,500,865
Less: Amounts representing interest...... (304,844)
----------
$3,196,021
==========
</TABLE>

Certain obligations under capital leases contain financial covenants, which
require the Company to maintain a specified minimum tangible net worth, a
maximum funded indebtedness and a maximum senior funded indebtedness ratio.

Gains from sale-leaseback transactions have been deferred and are being
amortized over the estimated useful lives of the related assets. Unamortized
gains at December 31, 1997 and 1998, approximated $271,000 and $254,000,
respectively, and are reflected as a reduction in the portable storage unit
lease fleet in the accompanying consolidated financial statements.

(6) 12% SENIOR SUBORDINATED NOTES:

In October 1997, the Company issued $6.9 million of 12% Senior Subordinated
Notes (the Notes) with a scheduled maturity date of November 1, 2002 and which
are unsecured obligations of the Company. The Company may redeem the notes at
par on or after November 1, 1999. The Notes were issued as part of a unit with
Redeemable Warrants to purchase 172,500 shares of the Company's common stock at
an exercise price of $5.00 per share. Additionally, the Company issued warrants
to purchase 15,000 shares of common stock to the underwriters. The Company is
required to maintain an interest reserve account and to maintain in the reserve
account, while any of the Notes are outstanding, an amount equal to six months
interest on the Notes based on the principal amount outstanding. As of December
31, 1998 and 1997, the outstanding balance of the Notes was $6.7 million and
$6.6 million, net of the remaining unamortized discount of approximately
$200,000 and $300,000, respectively. Interest is payable on May 1 and November 1
of each year, commencing May 1, 1998. Because the Notes were offered as part of
a unit with Redeemable Warrants, a portion of the original offering price for a
unit was allocated to the Notes and a portion to the Redeemable Warrants based
on their respective fair market values. The resulting discount increases the
effective interest rate of the Notes and is being amortized to interest expense
over the life of the Notes. The

F-15
<PAGE> 58
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Indenture governing the Notes requires the Company to comply with certain
covenants including maintaining a specific tangible net worth, a maximum total
funded indebtedness ratio and a maximum senior funded indebtedness ratio.

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 the Company's common stock at $5.00 per share. The Company used a
portion of the proceeds from the sale of the Notes described above to repay the
Bridge Notes in October of 1997. The Bridge Note lender received 15,000 shares
of common stock as consideration for the cancellation of the warrants originally
issued to the Bridge Note lender.

(7) INCOME TAXES:

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and
liability approach in accounting for income taxes. Deferred tax assets and
liabilities are recorded based on the differences between the financial
statement and tax bases of assets and liabilities at the tax rates in effect
when these differences are expected to reverse.

The provision for income taxes at December 31, 1996, 1997 and 1998
consisted of the following:

<TABLE>
<CAPTION>
1996 1997 1998
-------- ---------- ----------
<S> <C> <C> <C>
Current...................................... $ -- $ -- $ --
Deferred..................................... 378,000 1,467,000 2,989,000
-------- ---------- ----------
Total.............................. $378,000 $1,467,000 $2,989,000
======== ========== ==========
</TABLE>

The components of the net deferred tax liability at December 31, are as
follows:

<TABLE>
<CAPTION>
1997 1998
----------- ------------
<S> <C> <C>
Deferred Tax Assets (Liabilities):
Net operating loss carryforward............. $ 4,286,000 $ 8,303,000
Allowance for doubtful accounts............. 354,000 434,000
Alternative minimum tax credit.............. 211,000 211,000
Other....................................... 220,000 307,000
Accelerated tax depreciation................ (9,433,000) (17,496,000)
Deferred (gain) expense on sale-leaseback
transactions............................. (856,000) 34,000
----------- ------------
Net deferred tax liability............... $(5,218,000) $ (8,207,000)
=========== ============
</TABLE>

A reconciliation of the federal statutory rate to the Company's effective
tax rate for the years ended December 31 are as follows:

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Statutory federal rate...................................... 34% 34% 34%
State taxes, net of federal benefit......................... 6 6 6
Other....................................................... 4 -- --
-- -- --
44% 40% 40%
== == ==
</TABLE>

F-16
<PAGE> 59
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1998, the Company had a federal net operating loss
carryover of approximately $20,759,000 and a state net operating loss carryover
of approximately $11,640,000 which expire if unused in years 2008 to 2018 and
1999 to 2003, respectively.

As a result of stock ownership changes during the years presented, it is
possible that the Company has undergone one or more changes in ownership which
can limit the amount of net operating loss currently available as a deduction.
Such limitation could result in the Company being required to pay tax currently
because only a portion of the net operating loss is available. Management
believes that it will fully realize its net operating loss carryforward and that
a valuation reserve was not necessary at December 31, 1998.

(8) TRANSACTIONS WITH RELATED PARTIES:

The Company leases a portion of the property comprising its Phoenix
location and the property comprising its Tucson location from Richard E.
Bunger's five children. Mr. Bunger is an executive officer, director and founder
of the Company. Annual base payments under these leases total approximately
$66,000 with an annual adjustment based on the Consumer Price Index. The term of
each of these leases will expire on December 31, 2003. Additionally, the Company
leases its Rialto, California facility from Mobile Mini Systems, Inc., a
corporation, wholly owned by Mr. Bunger, for total annual base payments of
$204,000, with annual adjustments based on the Consumer Price Index. The Rialto
lease is for a term of 15 years, expiring on December 31, 2011. Management
believes the rental rates reflect the fair market value of these properties. The
Company purchased certain leased property at its Maricopa, Arizona facility from
Mr. Bunger on March 29, 1996, for a purchase price of $335,000, which management
believes represented the fair market value of the property.

The Company obtains services throughout the year from Skilquest, Inc., a
company engaged in sales and management support programs. Skilquest, Inc. is
owned by Carolyn Clawson, the daughter of Mr. Richard E. Bunger and sister of
Steven G. Bunger. The Company made aggregate payments of approximately $73,000
and $69,000 to Skilquest, Inc. in 1997 and 1998 respectively, which the Company
believes represented the fair market value for the services performed.

The Company acquired 20 trucks from Richard E. Bunger in October, 1998. The
purchase price was $256,000 which the Company believes represented the fair
market value for these assets.

All ongoing and future transactions with affiliates will be on terms no
less favorable than could be obtained from unaffiliated parties and will be
approved by a majority of the independent and disinterested directors.

(9) BENEFIT PLANS:

STOCK OPTION PLAN

In August 1994, the Company's board of directors adopted the Mobile Mini,
Inc. 1994 Stock Option Plan (the Plan). Under the terms of the Plan, both
incentive stock options (ISOs), which are intended to meet the requirements of
Section 422 of the Internal Revenue Code, and non-qualified stock options may be
granted. ISOs may be granted to the officers and key personnel of the Company.
Non-qualified stock options may be granted to the Company's directors and key
personnel, and to providers of various services to the Company. The purpose of
the Plan is to provide a means of performance-based compensation in order to
attract and retain qualified personnel and to provide an incentive to others
whose job performance or services affect the Company.

F-17
<PAGE> 60
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Under the Plan, as amended in 1998, options to purchase a maximum of
1,200,000 shares of the Company's common stock may be granted. The exercise
price for any option granted under the Plan may not be less than 100% (110% if
the option is an ISO granted to a stockholder who at the time the option is
granted owns stock comprising more than 10% of the total combined voting power
of all classes of stock of the Company) of the fair market value of the common
stock at the time the option is granted. The option holder may pay the exercise
price in cash or by delivery of previously acquired shares of common stock of
the Company that have been held for at least six months.

The Plan is administered by the compensation committee of the board of
directors, which determines whether options will be granted, whether options
will be ISOs or non-qualified options, which directors, officers, key personnel
and service providers will be granted options, the vesting schedule for options
and the number of options to be granted, subject to the aggregate maximum number
set forth above. Each option granted must expire no more than 10 years from the
date it is granted.

The board of directors may amend the Plan at any time, except that approval
of the Company's shareholders is required for any amendment that increases the
aggregate number of shares which may be issued pursuant to the Plan, changes the
class of persons eligible to receive options, modifies the period within which
options may be granted, modifies the period within which options may be
exercised or the terms upon which options may be exercised, or increases the
material benefits accruing to the participants under the Plan. Unless previously
terminated by the board of directors, the Plan will terminate in November, 2003,
but any option granted thereunder will continue until its expiration date.

The Company accounts for its stock-based compensation plan under APB No.
25, under which no compensation expense has been recognized in the accompanying
financial statements for stock-based employee awards. All stock options have
been granted with an exercise price equal to or greater than the fair value of
the Company's common stock on the date of grant. The Company adopted SFAS No.
123 for disclosure purposes in 1996. For purposes of SFAS No. 123, the fair
value of each option granted has been estimated at the date of the grant using
the Black-Scholes option pricing model using the following assumptions:

<TABLE>
<CAPTION>
1996 1997 1998
--------- ----------- -------------
<S> <C> <C> <C>
Risk free interest rates range............ 6.4% 6.0 to 6.6% 5.27 to 5.49%
Expected holding period................... 4.0 years 4.0 years 4.0 years
Dividend rate............................. 0.0% 0.0% 0.0%
Expected volatility....................... 48.0% 55.4% 53.5%
</TABLE>

Under these assumptions, the fair value of the stock options granted was
$99,418, $190,570 and $329,774 for 1996, 1997 and 1998, respectively. These
amounts would be amortized on the straight-line basis as compensation expense,
over the average holding period of the options. If the Company had accounted for
stock options consistent with SFAS No. 123, utilizing the assumptions

F-18
<PAGE> 61
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

detailed above, the Company's net income and earnings per share would have been
reported as follows at December 31:

<TABLE>
<CAPTION>
1996 1997 1998
------- ---------- ----------
<S> <C> <C> <C>
Net income
As reported................................. $70,222 $2,200,396 $4,483,967
Pro forma................................... 14,548 2,086,054 4,286,102
Basic EPS:
As reported................................. $ 0.01 $ 0.33 $ 0.57
Pro forma................................... -- 0.31 0.55
Diluted EPS:
As reported................................. $ 0.01 $ 0.32 $ 0.53
Pro forma................................... -- 0.31 0.51
</TABLE>

The effect of applying SFAS No. 123 for providing pro forma disclosures is
not likely to be representative of the effect on reported net income or earnings
per share for future years, because options vest over several years, additional
stock options are generally awarded in each year, and SFAS No. 123 has not been
applied to options granted prior to January 1, 1995.

The following summarizes the activities under the Company's stock option
plan for the years ended December 31, 1996, 1997 and 1998:

<TABLE>
<CAPTION>
1996 1997 1998
-------------------------- -------------------------- --------------------------
WEIGHTED WEIGHTED WEIGHTED
NUMBER OF AVERAGE NUMBER OF AVERAGE NUMBER OF AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
--------- -------------- --------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
beginning of year.... 241,000 $4.04 347,000 $3.89 552,000 $3.80
Granted................ 156,000 3.43 206,500 3.64 212,750 6.87
Canceled/Expired....... (50,000) 3.16 (1,300) 3.25 (7,700) 4.56
Exercised.............. -- -- (200) 3.25 (900) 4.21
------- ------- -------
Options outstanding,
end of year.......... 347,000 $3.89 552,000 $3.80 756,150 $4.66
------- ------- -------
Options exercisable,
end of year.......... 148,500 $4.02 247,050 $3.91 393,525 $4.22
------- ------- -------
Options available for
grant, end of year... 196,125 197,800 442,750
======= ======= =======
Weighted average fair
value of options
granted.............. $1.70 $1.75 $3.23
===== ===== =====
</TABLE>

F-19
<PAGE> 62
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Options outstanding and exercisable by price range as of December 31, 1998
are as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------- -----------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF OPTIONS CONTRACTUAL EXERCISE OPTIONS EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
--------------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$3.12 - $3.88................. 343,200 7.17 $ 3.50 194,500 $ 3.57
$4.00 - $4.81................. 201,000 3.07 4.31 154,200 4.27
$5.38 - $5.38................. 3,000 6.58 5.38 3,000 5.38
$6.13 - $6.13................. 161,450 9.08 6.13 32,450 6.13
$8.88 - $8.88................. 25,000 9.59 8.88 -- --
$10.13 - $10.13............... 22,500 9.58 10.13 9,375 10.13
------- ---- ------ ------- ------
$3.12 - $10.13................ 756,150 6.64 $ 4.66 393,525 $ 4.22
======= ==== ====== ======= ======
</TABLE>

401(K) PLAN

In 1995, the Company established a contributory retirement plan (the 401(k)
Plan) covering eligible employees with at least one year of service. The 401(k)
Plan is designed to provide tax-deferred retirement benefits to the Company's
employees in accordance with the provisions of Section 401(k) of the Internal
Revenue Code.

The 401(k) Plan provides that each participant may annually contribute 2%
to 15% of his or her salary, not to exceed the statutory limit. The Company may
make a qualified non-elective contribution in an amount as determined by the
Company. Under the terms of the 401(k) Plan, the Company may also make
discretionary profit sharing contributions. Profit sharing contributions are
allocated among participants based on their annual compensation. Each
participant has the right to direct the investment of their funds among certain
named plans. The Company did not make any qualified non-elective contributions
or profit sharing contributions to the 401(k) Plan prior to 1997. In 1997 and
1998, the Company contributed 10% of the employees contributions up to a maximum
of $500 per employee.

(10) COMMITMENTS AND CONTINGENCIES:

As discussed more fully in Note 8, the Company is obligated under
noncancellable operating leases with related parties. The Company also leases
its corporate offices and other properties, as well as operating equipment from
third parties under noncancellable operating leases. Rent expense under these
agreements was approximately $649,000, $932,000, and $1,413,000 for the years
ended December 31, 1996, 1997, and 1998, respectively. Total future commitments
under all noncancellable agreements for the years ended December 31, are
approximately as follows:

<TABLE>
<S> <C>
1999.................................................... $1,437,000
2000.................................................... 1,435,000
2001.................................................... 1,172,000
2002.................................................... 895,000
2003.................................................... 690,000
Thereafter.............................................. 3,707,000
----------
$9,336,000
==========
</TABLE>

F-20
<PAGE> 63
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company is involved in certain legal proceedings arising in the normal
course of business. In the opinion of management, the Company's potential
exposure under the pending proceedings is adequately provided for in the
accompanying financial statements and any adverse outcome will not have a
material impact on the Company's results of operations or its financial
condition.

(11) STOCKHOLDERS' EQUITY:

Redeemable Warrants to purchase 187,500 shares of the Company's common
stock at $5.00 per share (subject to adjustment as described below) were issued
in connection with the issuance of the Notes (Note 6). A portion of the original
offering price was allocated to the Notes and the Redeemable Warrants based on
their relative fair values. The Redeemable Warrants first became exercisable on
March 1, 1998. The expiration date of the Redeemable Warrants is November 1,
2002. After October 13, 1999, the Company has the right to redeem the Redeemable
Warrants at any time after the date that the closing price of the common stock
has equaled or exceeded $8.75 per share for a period of 20 consecutive trading
days. The redemption price is $0.05 per Redeemable Warrant.

The number of shares of common stock for which a Redeemable Warrant is
exercisable and the purchase price thereof are subject to adjustment from time
to time upon the occurrence of certain events, including certain dividends and
distributions and issuances of shares of common stock at a price below the
market price. A Redeemable Warrant does not entitle the holder thereof to
receive any dividends paid on common stock nor does a holder of Redeemable
Warrants, as such, have any rights of a stockholder of the Company. As of
December 31, 1998, 4,875 of the Redeemable Warrants had been exercised for an
equal amount of the Company's common stock, with proceeds to the Company of
approximately $24,000.

(12) ACQUISITIONS:

The Company acquired the assets of three companies during the year ended
December 31, 1998. The acquisitions were accounted for as purchases in
accordance with Accounting Principals Boards (APB) Opinion No. 16, and
accordingly, the purchased assets were recorded at their estimated fair values
at the date of acquisition. The accompanying consolidated financial statements
include the operations of the acquired companies from their respective dates of
acquisition.

The aggregate purchase price of the operations acquired consist of:

<TABLE>
<S> <C>
Cash........................................................ $3,944,000
Common Stock................................................ 684,000
Other acquisition costs..................................... 73,000
----------
Total............................................. $4,701,000
==========
</TABLE>

The Company issued 18,022 shares of its common stock in 1998 and 85,468 shares
in 1999 in connection with these acquisitions.

The fair value of the assets purchased has been allocated as follows:

<TABLE>
<S> <C>
Receivables................................................. $ 42,000
Portable storage units...................................... 3,157,000
Equipment................................................... 179,000
Deposit and prepaid expenses................................ 77,000
Goodwill.................................................... 1,246,000
----------
Total............................................. $4,701,000
==========
</TABLE>

F-21
<PAGE> 64
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Goodwill is amortized using the straight line method over 25 years from the date
of the acquisition. The Company did not make any acquisitions in 1997. Included
in other assets at December 31, 1998 is $1,210,000 of goodwill, net of
accumulated amortization of $36,000.

(13) SEGMENT REPORTING:

The Company has 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. Pursuant to SFAS No. 131, public business enterprises must report
certain information about operating segments in annual financial statements of
the enterprise and in condensed financial statements of interim periods issued
to shareholders. 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 those segments within its
enterprise on which operating decisions are made based on evaluation of
performance, results and profitability. The Company has two reportable segments:
branch operations and corporate sales. The branch operations segment includes
the leasing and sales of portable storage units to businesses and consumers in
the general geographic area of each branch. This segment also includes the
Company's dealer program and the 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 systems. The
corporate sales segment relates to the Company's specialty type product sales
and includes the Telecommunication and Modular divisions of the Company.

The accounting policies of the segments are the same as those described in
Note 1. The Company evaluates performance and profitability before interest
costs, income taxes and major non-recurring transactions. The Company does not
account for intersegment revenues or expenses between its segments or divisions.

The Company's reportable segments concentrate on the Company's core
business of leasing, manufacturing, and selling of portable storage and office
units. Included in the branch operations segment is the Company's dealer
division that sells to the Company's dealer network, portable storage units
which are reasonably consistent with the storage units leased and sold by the
Company's branches. This business was discontinued in December 1998. The
corporate sales segment, which does not engage in leasing activities, is
distinct in that its products are highly customized designs and structures to
accommodate specific orders. Each operating segment has managers who meet
regularly and are accountable to the chief operating decision maker for
operating activities, financial results and ongoing plans including the
influence of competition.

F-22
<PAGE> 65
MOBILE MINI, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
BRANCH CORPORATE
FOR THE FISCAL YEAR ENDED: OPERATIONS SALES OTHER COMBINED
-------------------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1996:
Revenues from external
customers....................... $33,666,625 $8,070,754 $ 688,222 $42,425,601
Allocated interest expense........ 3,583,800 310,355 -- 3,894,155
Depreciation and amortization
expense......................... 1,563,500 41,082 108,837 1,713,419
Segment profit (loss)............. 245,289 (175,067) -- 70,222
Segment assets -- lease fleet..... 32,540,855 -- -- 32,540,855
Segment assets -- property, plant
and equipment................... 16,659,658 123,763 912,625 17,696,046
Expenditures for long-lived
assets -- lease fleet........... 7,737,552 -- -- 7,737,552
Expenditures for long-lived
assets -- PP&E.................. 3,451,225 69,599 (507,577) 3,013,247
DECEMBER 31, 1997:
Revenues from external
customers....................... $40,555,576 $4,883,175 $ 643,872 $46,082,623
Allocated interest expense........ 4,980,955 53,901 -- 5,034,856
Depreciation and amortization
expense......................... 2,002,123 22,670 228,471 2,253,264
Segment profit.................... 2,109,282 91,114 -- 2,200,396
Segment assets -- lease fleet..... 49,150,986 -- -- 49,150,986
Segment assets -- property, plant
and equipment................... 16,677,428 121,564 1,212,924 18,011,916
Expenditures for long-lived
assets -- lease fleet........... 17,078,799 -- -- 17,078,799
Expenditures for long-lived
assets -- PP&E.................. 2,489,201 13,107 (362,103) 2,140,205
DECEMBER 31, 1998:
Revenues from external
customers....................... $48,677,951 $3,749,278 $ 249,302 $52,676,531
Allocated interest expense........ 5,890,730 5,609 -- 5,896,339
Depreciation and amortization
expense......................... 2,493,289 23,678 367,040 2,884,007
Segment profit (loss)............. 4,723,752 (239,785) -- 4,483,967
Segment assets -- lease fleet..... 76,589,831 -- -- 76,589,831
Segment assets -- property, plant
and equipment................... 19,211,170 106,580 944,988 20,262,738
Expenditures for long-lived
assets -- lease fleet........... 23,492,555 -- -- 23,492,555
Expenditures for long-lived
assets -- PP&E.................. 5,122,157 2,231 (1,349,029) 3,775,359
</TABLE>

(14) EVENT SUBSEQUENT TO DATE OF AUDITORS' REPORT (UNAUDITED):

On April 3, 1999, the Company entered into an agreement to acquire
substantially all of the assets of National Security Containers, L.L.C., a
portable storage leasing company for total consideration of $25.5 million. The
closing of this acquisition is subject to a number of conditions, but is
expected to close before the end of April 1999.

F-23
<PAGE> 66

[IBC

4 COLOR WORK]
<PAGE> 67

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

3,100,000 SHARES

[MOBILE MINI, INC. LOGO]

COMMON STOCK

------------------------
PROSPECTUS
------------------------

BT ALEX. BROWN

A.G. EDWARDS & SONS, INC.

MORGAN KEEGAN & COMPANY, INC.

PEACOCK, HISLOP, STALEY & GIVEN, INC.

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 68

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The Registrant estimates that expenses in connection with the offering
described in this registration statement (other than underwriting and brokerage
discounts and commissions) will be as follows:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 12,574
NASD Registration Fee....................................... 4,956
Nasdaq Application Fee...................................... 17,500
Printing and Engraving Fees................................. 80,000
Legal Fees and Expenses..................................... 100,000
Accounting Fees and Expenses................................ 75,000
Miscellaneous Expenses...................................... 59,970
--------
Total....................................................... $350,000
========
</TABLE>

All amounts except the SEC and NASD registration fees are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant will indemnify its directors and executive officers and may indemnify
its other officers, employees and other agents to the fullest extent permitted
by Delaware law.

In addition, the Registrant's Certificate of Incorporation provides that,
to the fullest extent permitted by Delaware law, the Registrant's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Registrant and its stockholders. This provision in the
Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Delaware law. Each
director will be subject to liability for breach of the director's duty of
loyalty to the Registrant, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for acts or omissions that
the director believes to be contrary to the best interests of the Registrant or
its stockholders, for any transaction from which the director derived an
improper personal benefit, for acts or omissions involving a reckless disregard
for the director's duty to the Registrant or its stockholders when the director
was aware or should have been aware of a risk of serious injury to the
Registrant or its stockholders, for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Registrant or its stockholders, for improper transactions between
the director and the Registrant and for improper distributions to stockholders
and loans to directors and officers. This provision also does not affect a
director's responsibilities under any other laws, such as the federal securities
laws or state or federal environmental laws.

The Registrant has a $10 million director and officer liability policy.

ITEM 16. EXHIBITS

II-1
<PAGE> 69

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------
<S> <C> <C>
4.1(1) Form of Common Stock Certificate
4.2(2) Agreement and Form of Warrant for Warrants issued in
connection with 12% Notes.
4.3(2) Indenture dated as of October 14, 1997 between the
Registrant and Harris Trust and Savings Bank
5.1* Opinion of Bryan Cave LLP
10.3(9) Mobile Mini, Inc. Amended and Restated 1994 Stock Option
Plan
10.5(5) Senior Credit Agreement dated as of March 28, 1996 among
Mobile Mini, Inc., each of the financial institutions
initially a signatory thereto, together with assignees, as
Lenders, and BT Commercial Corporation, as Agent.
10.5.1(6) Amendment No. 1 to Senior Credit Agreement
10.5.2(6) Amendment No. 2 to Senior Credit Agreement
10.5.3(7) Amendment No. 3 to Senior Credit Agreement
10.5.4(2) Amendment No. 4 to Senior Credit Agreement
10.5.5(8) Amendment No. 5 to Senior Credit Agreement
10.5.6(10) Amendment No. 6 to Senior Credit Agreement
10.5.7(11) Amendment No. 7 to Senior Credit Agreement
10.8(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.9(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.10(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.11(1) Lease Agreement by and between Mobile Mini Systems, Inc. and
Mobile Mini Storage Systems dated January 1, 1994
10.12(3) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.13(2) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.14(3) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.15(4) Amendment to Lease Agreement by and between Mobile Mini
Storage Systems, Inc., a California corporation, and the
Registrant dated December 30, 1994
10.16(5) Lease Agreement by and between Richard E. and Barbara M.
Bunger and the Registrant dated November 1, 1995
10.17(5) Amendment to Lease Agreement by and between Richard E. and
Barbara M. Bunger and the Registrant dated November 1, 1995
10.18(9) Amendment No. 2 to Lease Agreement between Mobile Mini
Storage Systems, Inc. and the Registrant
10.19(1) Patents and Patents Pending
10.20(1) U.S. and Canadian Trade Name and Service Mark Registration
</TABLE>

II-2
<PAGE> 70

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------
<S> <C> <C>
10.21(11) Asset Purchase Agreement dated as of April 3, 1999 among the
Registrant, National Security Containers, L.L.C. and Alfred
R. Ghelfi
11(10) Statement Re: Computation of Per Share Earnings
21(9) Subsidiaries of Mobile Mini, Inc.
23 Consent of Arthur Andersen LLP
24.1* Power of Attorney.
</TABLE>

- ---------------

* Previously filed.

(1) Incorporated by reference to the Registrant's Registration Statement on
Form SB-2 (No. 33-71528-LA), as amended

(2) Incorporated by reference to the Registrant's Registration Statement on
Form S-2 (No. 333-34413)

(3) Incorporated by reference from the Registrant's Form 10-QSB for the quarter
ended September 30, 1994

(4) Incorporated by reference from the Registrant's Form 10-KSB for the fiscal
year ended December 31, 1994

(5) Incorporated by reference from the Registrant's Form 10-KSB for the fiscal
year ended December 31, 1995

(6) Incorporated by reference to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1996

(7) Incorporated by reference to the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1997

(8) Incorporated by reference to the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1998

(9) Incorporated by reference to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1997

(10) Incorporated by reference to the Registrant's Report on Form 10-K for the
fiscal year ended December 31, 1998

(11) Incorporated by reference to the Registrant's Report on Form 8-K dated
April 1, 1999

(12) Incorporated by reference to the Registrant's Report on Form 8-K dated
April 30, 1999

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by

II-3
<PAGE> 71

reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

(d) That:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 72

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Tempe, Arizona, on this 4th day of May, 1999.

MOBILE MINI, INC.

By: /s/ STEVEN G. BUNGER
------------------------------------
Steven G. Bunger,
President, Chief Executive Officer
and
Director

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended,
this to Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ STEVEN G. BUNGER President, Chief Executive May 4, 1999
- --------------------------------------------------- Officer and Director
Steven G. Bunger (principal executive
officer)

/s/ LAWRENCE TRACHTENBERG Executive Vice President, May 4, 1999
- --------------------------------------------------- Chief Financial Officer
Lawrence Trachtenberg and Director (principal
financial officer)

/s/ DEBORAH K. KEELEY Vice President and May 4, 1999
- --------------------------------------------------- Controller (principal
Deborah K. Keeley accounting officer)

* Chairman of the Board May 4, 1999
- ---------------------------------------------------
Richard E. Bunger

* Director May 4, 1999
- ---------------------------------------------------
George Berkner

* Director May 4, 1999
- ---------------------------------------------------
Ronald J. Marusiak

* Director May 4, 1999
- ---------------------------------------------------
Stephen A McConnell
</TABLE>

II-5
<PAGE> 73

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
*By /s/ LAWRENCE TRACHTENBERG May 4, 1999
- ---------------------------------------------------
Lawrence Trachtenberg
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 74

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------
<S> <C> <C>
1.1* Form of Underwriting Agreement
3.1(9) Amended and Restated Certificate of Incorporation of Mobile
Mini, Inc.
3.2(12) Certificate of Designation, Preferences and Rights of the
Series of Preferred Stock of Mobile Mini, Inc. to be
Designated Series B Convertible Preferred Stock
4.1(1) Form of Common Stock Certificate
4.2(2) Agreement and Form of Warrant for Warrants issued in
connection with 12% Notes.
4.3(2) Indenture dated as of October 14, 1997 between the
Registrant and Harris Trust and Savings Bank
5.1* Opinion of Bryan Cave LLP
10.3(9) Mobile Mini, Inc. Amended and Restated 1994 Stock Option
Plan
10.5(5) Senior Credit Agreement dated as of March 28, 1996 among
Mobile Mini, Inc., each of the financial institutions
initially a signatory thereto, together with assignees, as
Lenders, and BT Commercial Corporation, as Agent.
10.5.1(6) Amendment No. 1 to Senior Credit Agreement
10.5.2(6) Amendment No. 2 to Senior Credit Agreement
10.5.3(7) Amendment No. 3 to Senior Credit Agreement
10.5.4(2) Amendment No. 4 to Senior Credit Agreement
10.5.5(8) Amendment No. 5 to Senior Credit Agreement
10.5.6(10) Amendment No. 6 to Senior Credit Agreement
10.5.7(11) Amendment No. 7 to Senior Credit Agreement
10.8(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.9(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.10(1) Lease Agreement by and between Steven G. Bunger, Michael J.
Bunger, Carolyn A. Clawson, Jennifer J. Blackwell, Susan E.
Bunger and Mobile Mini Storage Systems dated January 1, 1994
10.11(1) Lease Agreement by and between Mobile Mini Systems, Inc. and
Mobile Mini Storage Systems dated January 1, 1994
10.12(3) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.13(2) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.14(3) Amendment to Lease Agreement by and between Steven G.
Bunger, Michael J. Bunger, Carolyn A. Clawson, Jennifer J.
Blackwell, Susan E. Bunger and Mobile Mini Storage Systems
dated August 15, 1994
10.15(4) Amendment to Lease Agreement by and between Mobile Mini
Storage Systems, Inc., a California corporation, and the
Registrant dated December 30, 1994
</TABLE>

<PAGE> 75

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- -----------
<S> <C> <C>
10.16(5) Lease Agreement by and between Richard E. and Barbara M.
Bunger and the Registrant dated November 1, 1995
10.17(5) Amendment to Lease Agreement by and between Richard E. and
Barbara M. Bunger and the Registrant dated November 1, 1995
10.18(9) Amendment No. 2 to Lease Agreement between Mobile Mini
Storage Systems, Inc. and the Registrant
10.19(1) Patents and Patents Pending
10.20(1) U.S. and Canadian Trade Name and Service Mark Registration
10.21(11) Asset Purchase Agreement dated as of April 3, 1999 among the
Registrant, National Security Containers, L.L.C. and Alfred
R. Ghelfi
11(10) Statement Re: Computation of Per Share Earnings
21(9) Subsidiaries of Mobile Mini, Inc.
23 Consent of Arthur Andersen LLP
24.1* Power of Attorney.
All other exhibits are omitted as the information required
is inapplicable
- ---------------
* Previously filed.
(1) Incorporated by reference to the Registrant's Registration
Statement on Form SB-2 (No. 33-71528-LA), as amended
(2) Incorporated by reference to the Registrant's Registration
Statement on Form S-2 (No. 333-34413)
(3) Incorporated by reference from the Registrant's Form 10-QSB
for the quarter ended September 30, 1994
(4) Incorporated by reference from the Registrant's Form 10-KSB
for the fiscal year ended December 31, 1994
(5) Incorporated by reference from the Registrant's Form 10-KSB
for the fiscal year ended December 31, 1995
(6) Incorporated by reference to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1996
(7) Incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1997
(8) Incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended March 31, 1998
(9) Incorporated by reference to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1997
(10) Incorporated by reference to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1998
(11) Incorporated by reference to the Registrant's Report on Form
8-K dated April 1, 1999
(12) Incorporated by reference to the Registrant's Report on Form
8-K dated April 30, 1999
</TABLE>

<PAGE> 1

EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report included in this registration statement and to the incorporation by
reference in this registration statement of our report dated February 12, 1999
included in Mobile Mini, Inc.'s Form 10-K for the year ended December 31, 1998
and to all references to our firm included in this registration statement.

/s/ ARTHUR ANDERSEN LLP

Phoenix, Arizona,

May 4, 1999.