Delaware


~~Delaware~~		86-0748362
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4646 E. Van Buren Street, Suite 400 Phoenix, Arizona		85008
(Address of principal executive offices)		(zip code)

(480) 894-6311

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	x	Accelerated filer	¨ o

Non-accelerated filer		¨o (Do not check if a smaller reporting company)	Smaller reporting company	¨ o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨o No x

At ~~October~~April 15, ~~2015,~~2016, there were outstanding ~~44,774,194~~44,451,682 shares of the registrant’s common stock, par value $.01.

MOBILE MINI, INC.

INDEX TO FORM 10-Q FILING

FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2015~~MARCH 31, 2016

		PAGE
	~~PAGE~~
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements				3

	Condensed Consolidated Balance Sheets ~~September 30, 2015~~March 31, 2016 (unaudited) and December 31, ~~2014~~2015		3

	Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2016 and ~~Nine Months Ended September 30,~~March 31, 2015 ~~and September 30, 2014~~		4

	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ (unaudited) for the Three Months Ended March 31, 2016 and ~~Nine Months Ended September 30,~~March 31, 2015 ~~and September 30, 2014~~		4	5

	Condensed Consolidated Statements of Cash Flows (unaudited) ~~Nine~~for the Three Months Ended ~~September 30,~~March 31, 2016 and March 31, 2015 ~~and September 30, 2014~~		5	6

	Notes to Condensed Consolidated Financial Statements (unaudited)		6	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk			40	37

Item 4. Controls and Procedures			41	37

PART II. OTHER INFORMATION

Item 1a. Risk Factors			42	38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			42	38

Item 6. Exhibits			43	39

PART I. ~~FINANCIAL~~FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MOBILE MINI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value data)


	September 30, 2015			December 31, 2014				March 31, 2016			December 31, 2015
	(unaudited)			(audited)				(unaudited)			(audited)
ASSETS							ASSETS
Cash and cash equivalents	$	1,713		$	3,739			$	634		$	1,613
Receivables, net of allowance for doubtful accounts of $3,361 and $2,442 at September 30, 2015 and December 31, 2014, respectively		83,845			81,031
Receivables, net of allowance for doubtful accounts of $2,486 and $2,162 at March 31, 2016 and December 31, 2015, respectively									77,278			80,191
Inventories		17,562			16,736				15,426			15,596
Rental fleet, net		964,348			1,087,056				957,527			951,323
Property, plant and equipment, net		132,901			113,175				138,028			131,687
Deposits and prepaid expenses		13,292			8,586
Deferred financing costs, net and other assets		7,124			8,858
Other assets									19,362			16,766
Intangibles, net		74,736			78,385				72,490			73,212
Goodwill		709,624			705,608				708,563			706,387

Total assets	$	2,005,145		$	2,103,174			$	1,989,308		$	1,976,775

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY							LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:											��
Accounts payable	$	37,941		$	22,933			$	31,209		$	29,086
Accrued liabilities		64,969			63,727				60,080			59,024
Lines of credit		663,380			705,518				672,861			667,708
Obligations under capital leases		39,644			24,918				42,301			38,274
Senior Notes		200,000			200,000
Senior Notes, net of deferred financing costs of $2,323 and $2,447 at March 31, 2016 and December 31, 2015, respectively									197,677			197,553
Deferred income taxes		225,818			231,547				226,081			219,601

Total liabilities		1,231,752			1,248,643				1,230,209			1,211,246

Commitments and contingencies
Stockholders’ equity:
Stockholders' equity:
Preferred stock $.01 par value, 20,000 shares authorized, none issued		—			—				—			—
Common stock $.01 par value, 95,000 shares authorized, 49,151 issued and 44,782 outstanding at September 30, 2015 and 49,015 issued and 46,157 outstanding at December 31, 2014		491			490
Common stock $.01 par value, 95,000 shares authorized, 49,280 issued and 44,452 outstanding at March 31, 2016 and 49,145 issued and 44,594 outstanding at December 31, 2015								493				491
Additional paid-in capital		581,585			569,083				587,009			584,447
Retained earnings		351,114			380,504				354,066			352,262
Accumulated other comprehensive loss		(38,302	)		(29,870	)			(47,875	)		(44,162	)
Treasury stock, at cost, 4,369 and 2,858 shares at September 30, 2015 and December 31, 2014, respectively		(121,495	)		(65,676	)

Total stockholders’ equity		773,393			854,531

Total liabilities and stockholders’ equity	$	2,005,145		$	2,103,174

Treasury stock, at cost, 4,828 and 4,551 shares at March 31, 2016 and December 31, 2015, respectively									(134,594	)		(127,509	)
Total stockholders' equity									759,099			765,529
Total liabilities and stockholders' equity								$	1,989,308		$	1,976,775

See accompanying notes to condensed consolidated financial statements (unaudited).

MOBILE MINI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2015 2014 2015 2014
Revenues:

Rental
   $ 124,813    $ 104,798    $ 368,175    $ 296,919
Sales
   6,594    7,913    22,765    23,761
Other
   1,936    611    5,320    1,579


Total revenues
   133,343    113,322    396,260    322,259


Costs and expenses:

Rental, selling and general expenses
   81,659    67,889    247,809    204,394
Cost of sales
   4,366    5,199    14,899    16,131
Restructuring expenses
   1,846    593    4,773    2,909
Asset impairment charge and loss on divestiture, net
   —      —      66,128    557
Depreciation and amortization
   14,998    9,470    45,075    27,920


Total costs and expenses
   102,869    83,151    378,684    251,911


Income from operations
   30,474    30,171    17,576    70,348
Other expense:

Interest income
   1    —      1    —
Interest expense
   (8,960 ) (7,107 ) (26,986 ) (21,191 )
Foreign currency exchange
   —      —      (2 ) (1 )


Income (loss) before income tax provision (benefit)
   21,515    23,064    (9,411 ) 49,156
Income tax provision (benefit)
   7,536    8,244    (5,480 ) 17,633


Net income (loss)
   $ 13,979    $ 14,820    $ (3,931 ) $ 31,523


Earnings (loss) per share:

Basic
   $ 0.31    $ 0.32    $ (0.09 ) $ 0.68
Diluted
   0.31    0.32    (0.09 ) 0.67
Weighted average number of common and common share equivalents outstanding:

Basic
   44,721    46,001    45,145    46,128
Diluted
   45,147    46,675    45,145    46,846
Cash dividends declared per share
   $ 0.19    $ 0.17    $ 0.56    $ 0.51

~~MOBILE MINI, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME~~

~~(In thousands)~~

~~(Unaudited)~~

	Three Months Ended March 31,
	2016				2015
Revenues:
Rental	$	117,356			$	123,117
Sales		6,891				7,972
Other		286				1,540
Total revenues		124,533				132,629
Costs and expenses:
Rental, selling and general expenses		76,302				83,046
Cost of sales		4,611				5,133
Restructuring expenses		2,248				483
Asset impairment charge, net		—				64,726
Depreciation and amortization		15,177				15,539
Total costs and expenses		98,338				168,927
Income (loss) from operations		26,195				(36,298	)
Other expense:
Interest expense		(8,484	)			(9,059	)
Income (loss) before income tax provision (benefit)		17,711				(45,357	)
Income tax provision (benefit)		6,713		��		(18,031	)
Net income (loss)	$	10,998			$	(27,326	)
Earnings (loss) per share:
Basic	$	0.25			$	(0.60	)
Diluted		0.25				(0.60	)
Weighted average number of common and common share equivalents outstanding:
Basic		44,219				45,484
Diluted		44,335				45,484
Cash dividends declared per share	$	0.21			$	0.19

   Three Months Ended
September 30, Nine Months Ended
September 30,
   2015 2014 2015 2014
Net income (loss)
   $ 13,979    $ 14,820    $ (3,931 ) $ 31,523
Foreign currency translation adjustment
   (9,171 ) (11,587 ) (8,432 ) (4,321 )


Comprehensive income (loss)
   $ 4,808    $ 3,233    $ (12,363 ) $ 27,202

See accompanying notes to condensed consolidated financial statements (unaudited).

MOBILE MINI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2016			2015
Net income (loss)	$	10,998		$	(27,326	)
Foreign currency translation adjustment		(3,713	)		(11,777	)
Comprehensive income (loss)	$	7,285		$	(39,103	)

See accompanying notes to condensed consolidated financial statements (unaudited).

MOBILE MINI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2015			2014			2016			2015
Cash Flows from Operating Activities:
Net (loss) income	$	(3,931	)	$	31,523
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Asset impairment charge and loss on divestiture, net		66,128			557
Net income (loss)							$	10,998		$	(27,326	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Asset impairment, net								—			64,726
Provision for doubtful accounts		2,826			2,057			1,203			1,169
Amortization of deferred financing costs		2,384			2,108			468			789
Amortization of long-term liabilities		76			124			29			25
Share-based compensation expense		10,833			11,573			2,564			3,250
Depreciation and amortization		45,075			27,920			15,177			15,539
Gain on sale of rental fleet		(5,196	)		(4,496	)		(1,378	)		(1,972	)
Loss (gain) on disposal of property, plant and equipment		2,035			(181	)
Loss on disposal of property, plant and equipment								338			335
Deferred income taxes		(6,086	)		17,333			6,560			(18,233	)
Foreign currency transaction loss		2			1
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		(6,478	)		(9,883	)		1,628			(636	)
Inventories		(875	)		1,125			143			157
Deposits and prepaid expenses		(5,423	)		(920	)
Other assets and intangibles		8			28
Other assets								(849	)		455
Accounts payable		6,621			5,106			(2,506	)		1,033
Accrued liabilities		5,722			3,783			906			(839	)

Net cash provided by operating activities		113,721			87,758			35,281			38,472

Cash Flows from Investing Activities:
Proceeds from wood mobile office divestiture, net		83,299			—
Cash paid for businesses acquired, net of cash acquired		(18,622	)		(20,014	)		(9,206	)		(1,200	)
Additions to rental fleet, excluding acquisitions		(53,540	)		(16,310	)		(10,884	)		(10,480	)
Proceeds from sale of rental fleet		13,300			17,813			3,970			4,842
Additions to property, plant and equipment, excluding acquisitions		(17,918	)		(11,677	)		(8,310	)		(4,241	)
Proceeds from sale of property, plant and equipment		2,447			3,374			840			607

Net cash provided by (used in) investing activities		8,966			(26,814	)

Net cash used in investing activities								(23,590	)		(10,472	)
Cash Flows from Financing Activities:
Net repayments under lines of credit		(42,138	)		(11,926	)
Net borrowings (repayments) under lines of credit								5,152			(4,137	)
Deferred financing costs		(113	)		—			(193	)		(100	)
Principal payments on capital lease obligations		(2,883	)		(1,346	)		(1,433	)		(849	)
Issuance of common stock		1,670			2,572			—			32
Dividend payments		(25,308	)		(23,583	)		(9,152	)		(8,509	)
Purchase of treasury stock		(55,819	)		(25,467	)		(7,084	)		(15,284	)

Net cash used in financing activities		(124,591	)		(59,750	)		(12,710	)		(28,847	)

Effect of exchange rate changes on cash		(122	)		(838	)		40			156

Net (decrease) increase in cash		(2,026	)		356
Net decrease in cash								(979	)		(691	)
Cash and cash equivalents at beginning of period		3,739			1,256			1,613			3,739

Cash and cash equivalents at end of period	$	1,713		$	1,612		$	634		$	3,048

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest							$	3,878		$	4,190
Cash paid for income and franchise taxes								68			273
Equipment and other acquired through capital lease obligations	$	17,638		$	11,491			5,461			2,201
Capital expenditures accrued or payable		11,410			2,621			9,112			9,624

See accompanying notes to condensed consolidated financial statements (unaudited).

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) Mobile Mini, Inc. - Organization and Description of Business

Mobile Mini, Inc., a Delaware corporation, is a leading provider of portable storage and specialty containment solutions. In these notes, the terms “Mobile Mini” the “Company,” “we,” “us,” and ~~the “Company”~~“our” refer to Mobile Mini, Inc. In December 2014, the Company acquired Gulf Tanks Holdings, Inc. (“GTH”), the parent company of Houston, Texas-based Evergreen Tank Solutions (“ETS”). The transaction, referred to as the “ETS Acquisition,” closed on December 10, 2014. On April 16, 2015, the Company entered into a definitive agreement to sell its wood mobile offices within its North American portable storage segment for a cash price of $92.0 million, less associated assumed liabilities of approximately $6.8 million. Cash received is net of transaction costs, as well as escrow amounts and certain other items to be settled over the next eighteen months. The transaction closed on May 15, 2015, resulting in the divestiture of the Company’s approximately 9,400 wood mobile units on that date.

At ~~September 30, 2015, Mobile Mini has~~March 31, 2016, we had a fleet of portable storage and office units operating throughout the U.S., Canada and the U.K. ~~The Company has~~serving a diversified customer base, ~~for its portable storage products,~~ including large and small retailers, construction companies, medical centers, schools, utilities, distributors, the military, hotels, restaurants, entertainment complexes and households. These customers use ~~the~~our products for a wide variety of applications, including the storage of retail and manufacturing inventory, construction materials and equipment, ~~and~~ documents and ~~records. The ETS Acquisition resulted in the addition of~~records and other goods. We also have a fleet of specialty containment products, concentrated in the U.S. Gulf Coast, including liquid and solid containment units, ~~rented~~serving a specialty sector in the industry. Our specialty products are leased primarily to chemical, refinery, oil and natural gas drilling, mining and environmental service customers. ~~The operating results~~

On May 15, 2015, we closed a transaction to sell our wood mobile offices within our North American portable storage segment for a cash price of ~~ETS are~~$92.0 million, less associated assumed liabilities. Activity directly associated with this business is included in the ~~three-~~three months ended March 31, 2015, and ~~nine-month periods~~is not included in the three months ended ~~September 30, 2015.~~March 31, 2016. See additional information regarding the divestiture in Note 5 “Impairment and Divestiture of North American Wood Mobile Offices”.

Basis of Presentation and Consolidation

The consolidated financial statements include the accounts of Mobile Mini and ~~its~~our wholly owned subsidiaries. ~~The Company does~~We do not have any subsidiaries in which ~~it does~~we do not own 100% of the outstanding stock. All significant intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management of Mobile Mini, ~~Inc.,~~ all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented have been made. The results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2016 and 2015 ~~and 2014~~ are not necessarily indicative of the results to be expected for the full year.

These condensed consolidated financial statements should be read in conjunction with ~~the Company’s~~our December 31, ~~2014~~2015 audited consolidated financial statements and accompanying notes thereto, which are included in ~~the Company’s~~our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February ~~27, 2015.~~5, 2016.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and the notes to those statements. Actual results could differ from those estimates. ~~The most significant~~Significant estimates affect the calculation of depreciation and ~~assumptions included within~~amortization, the ~~financial statements are~~calculation of the allowance for doubtful accounts, the ~~recoverability~~analysis of goodwill ~~intangibles~~ and ~~other~~ long-lived assets ~~accruals related to commitments~~for potential impairment and ~~contingencies, and the estimated useful lives and residual values on the rental fleet, property, plant and equipment, and intangible assets.~~certain accrued liabilities.

Reclassifications

Certain amounts in the ~~consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations for the three months ended March 31, ~~2015, which is included in the year-to-date period ended September 30,~~ 2015 have been reclassified to conform to the current period presentation. The reclassifications have no effect on total revenues, loss from operations, net loss or net loss per common share. For the previously reported three-month period ended March 31, 2015, the reclassifications resulted in $2.1 million and $1.2 million increases to rental revenues and sales revenues, respectively, with an offsetting decrease to other revenue. For the same period, cost of sales increased $0.9 million, and rental, selling and general expenses decreased by the same amount. ~~These reclassifications are related to the specialty containment business acquired in December 2014; accordingly, there are no corresponding prior period reclassifications.~~

The revenues reclassified to rental revenues from other revenues consist of ancillary services such as equipment cleaning fees and equipment installation. The items reclassified from other revenues to sales include sales of certain ancillary products. Costs associated with these sales have also been reclassified to cost of sales from rental, selling and general expenses. ~~The Company believes~~We believe the current presentation better reflects the nature of the underlying financial statement items.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

(2) ~~Recent~~Impact of Recently Issued Accounting ~~Pronouncements~~Standards

~~Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity~~.Share-Based Compensation. In ~~April 2014,~~March 2016, the Financial Accounting Standards Board (“FASB”) issued a standard intended to simplify several areas of accounting ~~guidance~~for share-based compensation arrangements, including the income tax impact, classification on ~~reporting discontinued operations~~the statement of cash flows and disclosures of disposals of components of an entity. The new guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidanceforfeitures. This standard is effective for ~~fiscal years~~annual and interim periods beginning after December 15, ~~2014.~~2016, and early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

Leases. In February 2016, FASB issued a standard on lease accounting requiring a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. This standard is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact the standard will have on our consolidated financial statements.

Simplifying the Presentation of Debt Issuance Costs. In April 2015, FASB issued accounting guidance on the presentation of debt issuance costs in the balance sheet. This standard requires that certain debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ~~Company has applied~~recognition and measurement guidance for debt issuance costs are not affected by this guidance. We adopted this guidance ~~prospectively to transactions occurring after~~during the current period. As a result, unamortized debt issuance costs of $2.3 million and $2.4 million as of March 31, 2016 and December 31, ~~2014.~~2015, respectively, have been deducted from the carrying amount of our 7.875% senior notes due 2020 (the “Senior Notes”) in our balance sheet. Unamortized debt issuance costs related to our revolving lines of credit are included in other assets.

Revenue from Contracts with ~~Customers.~~Customers. In May 2014, FASB issued ~~the~~an accounting standard on revenue from contracts with customers. The standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The standard requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of goods or services. The standard is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted for the annual and interim periods beginning after December 15, 2016, but not prior to that time. The revenue recognition standard permits the use of either the retrospective or cumulative effect transition method. ~~The Company is~~We expect to adopt this guidance when effective and are evaluating the impact, if any, of the adoption of the standard to ~~its~~our financial statements and related disclosures. ~~The Company has~~We have not yet selected a transition method nor determined the effect of the standard on ~~its~~our ongoing financial reporting.

~~Simplifying the Presentation of Debt Issuance Costs.~~ In April 2015, FASB issued accounting guidance on the presentation of debt issuance costs in the balance sheet. This standard requires that certain debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this guidance. The Company will apply this guidance prospectively beginning in the fiscal year ended December 31, 2016. The application of this guidance will result in a reclassification of certain debt financing costs from other assets to a reduction of the specific debt liability, and will not affect the Company’s statement of operations or cash flow. As of September 30, 2015, the Company’s debt financing costs, net of accumulated amortization was $6.4 million.

~~Simplifying the Measurement of Inventory.~~ In July 2015, FASB issued accounting guidance changing the measurement of inventory from lower of cost or market to lower of cost and net realizable value. The standard eliminates the requirement to consider replacement cost or net realizable value less a normal profit margin. The Company will apply this guidance prospectively beginning in the fiscal year ended December 31, 2017 and does not expect this standard to have a material effect on its financial statements and related disclosures.

(3) Fair Value Measurements

~~The Company defines fair~~Fair value asis the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement ~~that should be~~ determined ~~based on~~by assumptions that market participants would use in pricing an asset or liability. ~~As a basis for considering such assumptions,~~We categorize each of our fair value measurements in one of the ~~Company utilizes the suggested accounting guidance for the~~following three levels based on the lowest level of input that is significant to the fair value measurement:

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Observable inputs, other than Level 1 inputs in active markets, that ~~may be used~~are observable either directly or indirectly; and

Level 3 — Unobservable inputs for which there is little or no market data, which require the reporting entity to ~~measure fair value:~~ develop its own assumptions.


~~Level 1 —~~		~~Observable inputs such as quoted prices in active markets for identical assets or liabilities;~~

~~Level 2 —~~		~~Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and~~

~~Level 3 —~~		~~Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.~~

At ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014, the Company~~2015, we did not have any financial instruments required to be recorded at fair value on a recurring basis.

The carrying amounts of cash, cash equivalents, receivables, accounts payable and accrued liabilities approximate fair values based on their short-term nature. The fair values of ~~the Company’s~~our revolving credit facility and capital leases are estimated using discounted cash flow analyses, based on ~~the Company’s~~our current incremental borrowing rates for similar types of borrowing arrangements. Based on the borrowing rates currently available to ~~the Company~~us for bank loans with similar terms and average maturities, the fair value of ~~the Company’s~~our revolving credit facility debt and capital leases, which are measured using Level 2 inputs, at ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014~~2015 approximated their respective book ~~values and are considered Level 2 in the fair value hierarchy.~~

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

values.

The fair value of ~~the Company’s~~our $200.0 million aggregate principal amount of ~~7.875% senior notes due 2020 (the “Senior Notes”)~~Senior Notes is based on their latest sales price at the end of each period obtained from a third-party institution ~~which~~and is ~~considered a~~ Level 2 ~~input~~ in the fair value hierarchy as there is not an active market for these notes.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

The Senior Notes are presented on the balance sheet net of debt issuance costs. The gross carrying value and the fair value of ~~the Company’s~~our Senior Notes are as follows:


	September 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015
	(In thousands)				(In thousands)
Carrying value	$	200,000	$	200,000	$	200,000	$	200,000
Fair value		210,250		206,000		206,500		207,000

(4) Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated by dividing net income ~~(loss)~~ by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated under the treasury stock method. Potential common shares included ~~nonvested share-awards,~~restricted common stock, which ~~are~~is subject to risk of forfeiture, ~~and~~ incremental shares of common stock issuable upon the exercise of stock ~~options.~~options and vesting of restricted stock awards.

The following table is a reconciliation of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted ~~EPS for the three and nine months ended September 30:~~EPS:

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2015    2014    2015    2014
   (In thousands, except
per share data)    (In thousands, except
per share data)
Numerator:

Net income (loss)
   $ 13,979       $ 14,820       $ (3,931 )    $ 31,523
Basic EPS Denominator:

Common shares outstanding beginning of period
   45,050       46,241       45,814       46,084
Weighted shares (repurchased) issued during the period
   (329 )    (240 )    (669 )    44








Total weighted average shares outstanding
   44,721       46,001       45,145       46,128








Diluted EPS Denominator:

Common shares outstanding beginning of period
   45,050       46,241       45,814       46,084
Net weighted shares (repurchased) issued during the period
   (329 )    (240 )    (669 )    44
Dilutive effect of stock options and nonvested share awards during the period
   426       674       —         718








Total weighted average shares outstanding
   45,147       46,675       45,145       46,846








Earnings (loss) per share:

Basic
   $ 0.31       $ 0.32       $ (0.09 )    $ 0.68
Diluted
   0.31       0.32       (0.09 )    0.67

	Three Months Ended March 31,
	2016		2015
	(In thousands, except per share data)
Numerator:
Net income (loss)	$	10,998	$	(27,326	)
Denominator:
Weighted average shares outstanding - basic		44,219		45,484
Dilutive effect of share-based awards		116		—
Weighted average shares outstanding - diluted		44,335		45,484
Earnings (loss) per share:
Basic	$	0.25	$	(0.60	)
Diluted		0.25		(0.60	)

Basic weighted average number of common shares outstanding does not include ~~nonvested share-awards~~restricted stock awards of 0.3 million and 0.4 million shares as of ~~September 30,~~March 31, 2016 and 2015, ~~and 2014.~~

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

respectively.

There were approximately 0.6 million of common stock equivalents that would have been included in the diluted EPS denominator for the ~~nine month~~three-month period ended ~~September 30,~~March 31, 2015 had there not been a net loss. These common stock equivalents were excluded because their inclusion would reduce the net loss per share. In addition, the following table represents the number of stock options and ~~nonvested share-awards~~restricted share awards that were issued or outstanding but excluded in calculating diluted EPS because their effect would have been anti-dilutive for the periods ~~ended September 30:~~indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2015		2014		2015		2014		2016		2015
	(In thousands)				(In thousands)				(In thousands)
Stock options		1,146		780		1,143		234		3,153		1,108
Nonvested share-awards		4		3		1		2

Restricted share awards										19		—
Total		1,150		783		1,144		236		3,172		1,108

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

(5) Impairment and Divestiture of North American Wood Mobile Offices

~~Mobile Mini’s~~Our business strategy is to invest in high return, low maintenance, long-lived assets. Wood mobile offices require more maintenance and upkeep than Mobile Mini’s steel containers and steel ground level offices, resulting in lower margins as compared to our other portable storage products ~~as well as the newly-acquired~~and our specialty containment products. During March 2015, ~~the Company~~we entered into discussions regarding the possible sale of ~~Mobile Mini’s~~our wood mobile offices within ~~its~~our North American portable storage segment. The discussions indicated that the fleet might be sold at an amount below carrying value.

Mobile Mini reviews long-lived assets such as rental fleet, property, plant and equipment, and intangibles, for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may be impaired. Based upon the events described above, ~~the Company~~we conducted a review for impairment for these particular long-lived assets as of March 31, 2015. The review included assumptions of cash flows considering the likelihood of possible outcomes that existed as of the date of the review, including assigning probabilities to these outcomes. Management estimated the fair market value for the wood mobile offices based upon purchase price discussions. Based on this review, management determined that the assets were impaired as of March 31, 2015 and an impairment loss was recognized.

On April 16, 2015, ~~the Company~~we entered into a definitive agreement to sell ~~its~~our wood mobile offices within ~~its~~the North American portable storage segment for a cash price of $92.0 million, less associated deferred revenue and customer deposits of $6.8 million. The net assets were reclassified to held for sale as of that date. The transaction closed on May 15, 2015 and ~~the Company~~we recorded a net loss of $1.5 million on ~~the sale.~~that date.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2015, the following amounts were recorded for the impairment ~~and divestiture~~ of the wood mobile office ~~fleet.~~fleet (in thousands):


	(In thousands)
Estimated fair market value	$	92,000		$	92,000
Net book value:
Wood mobile offices in rental fleet		155,429			155,558
Ancillary items in property, plant and equipment		1,201			1,168

Impairment loss	$	(64,630	)	$	(64,726	)

Sale price	$	92,000
Book value of divested assets after impairment		92,000
Selling expenses		1,498

Net loss on sale of wood mobile offices	$	(1,498	)

The Company and the purchaser entered into a transition services agreement whereby the Company agreed to provide direct services such as transportation and maintenance for the wood mobile offices on behalf of the purchaser, as well as house units on the Company’s leased properties and provide certain administrative services such as billing and cash collection. The revenue related to this agreement is included in other revenue, and the expenses for providing these services are included in rental, selling and general expenses. Services provided are expected to decrease over the next three months.

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

(6) Acquisitions

InDuring the ~~nine~~three months ended ~~September 30, 2015, Mobile Mini~~March 31, 2016, we completed ~~two acquisitions~~one acquisition of a portable storage ~~businesses. These acquisitions expanded the Company’s existing operations~~business in ~~the Glasgow, Scotland market and further strengthened the Company’s positions in Knoxville and Chattanooga, Tennessee.~~Dallas, Texas. The accompanying condensed consolidated financial statements include the operations of the acquired ~~businesses~~business from the date of acquisition. The aggregate purchase price for the assets ~~and liabilities~~ acquired were recorded based on their estimated fair values at the date of the ~~acquisitions. The Company has~~acquisition. We have not disclosed the pro-forma impact of the ~~acquisitions~~acquisition on operations as ~~it was~~they were immaterial to ~~the Company’s~~our financial position or results of operations in the aggregate.

The components of the purchase price and net assets acquired during the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 are as follows (in thousands):


Net Assets Acquired:
Rental fleet	$	12,252		$	4,239
Property, plant and equipment		157			190
Intangible assets:
Customer relationships		759			808
Non-compete agreements		74			50
Goodwill		5,343			3,676
Other assets		318			402
Liabilities		(281	)		(159	)

Total purchase price	$	18,622		$	9,206

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

(7) Inventories

Inventories are valued at the lower of cost (principally on a standard cost basis which approximates the first-in, first-out ~~(“FIFO”)~~ method) ~~or market. Market is the lower of replacement cost~~ or net realizable value.

Raw materials and supplies principally consist of raw steel, wood, glass, paint, vinyl and other assembly components used in manufacturing and remanufacturing processes and to a lesser extent, parts used for internal maintenance and ancillary items held for sale in ~~the Company’s~~our specialty containment segment. Work-in-process primarily represents partially assembled units pre-sold or for use as fleet. Finished portable storage units primarily represent purchased or assembled containers held in inventory until the container is either sold as is, remanufactured and sold, or remanufactured and deployed as rental fleet.

Inventories at ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014~~2015 consisted of the following:


	September 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015
	(In thousands)				(In thousands)
Raw materials and supplies	$	14,404	$	14,241	$	13,690	$	13,436
Work-in-process		207		201		65		189
Finished portable storage units		2,951		2,294		1,671		1,971

Inventories	$	17,562	$	16,736	$	15,426	$	15,596

(8) Rental Fleet

Rental fleet is capitalized at cost and depreciated over the estimated useful life of the unit using the straight-line method. Rental fleet is depreciated whether or not it is out on rent. Capitalized cost of rental fleet includes the price paid to acquire the unit and freight charges to the location when the unit is first placed in service, and when applicable, the cost of manufacturing or remanufacturing, which includes the cost of customizing units. Ordinary repair and maintenance costs are charged to operations as incurred.

~~Management~~We periodically ~~reviews~~review depreciable lives and residual values against various factors, including the results of ~~its~~our lenders’ independent appraisal of our rental fleet, practices of our competitors in comparable industries and profit margins achieved on sales of depreciated ~~units and rental rates obtained on older~~ units. See Note 5 “Impairment and Divestiture of North American Wood Mobile Offices” for information regarding the impairment and divestiture of our wood mobile offices during 2015.

Appraisals on ~~the Company’s portable storage~~our rental fleet are ~~conducted~~required by our lenders on a regular ~~basis~~basis. The appraisal typically reports no difference in the value of the unit due to the age or length of time it has been in our fleet. The latest orderly liquidation value appraisal in September 2015 was conducted by ~~an independent appraiser selected by its lenders.~~Gordon Brothers-AccuVal. Based on the values assigned in ~~the most recent~~this appraisal our rental fleet net orderly liquidation appraisal value as of ~~September 30, 2014, the portable storage rental fleet orderly liquidation value~~March 31, 2016 was approximately $1.0 billion as of September 30, 2015. In addition, an appraisal of the specialty containment fleet was conducted as of December 2014 in conjunction with the ETS Acquisition. Based upon the values assigned in this appraisal, the specialty containment rental fleet orderly liquidation value was approximately $94 million as of September 30, 2015.$1.1 billion. These appraisals ~~were conducted by AccuVal Associates, Incorporated and~~ are used to calculate ~~the Company’s~~our available borrowings under ~~its~~our Amended and Restated ABL Credit Agreement, dated December 14, 2015, with Deutsche Bank AG New York Branch, as administrative agent, and the other lenders party thereto (the “Credit Agreement”), as described in Note ~~11.~~11 “Lines of Credit”.

Depreciation expense related to our rental fleet for the three months ended March 31, 2016 and 2015 was $8.1 million and $9.2 million, respectively. At March 31, 2016, all rental fleet units were pledged as collateral under the Credit Agreement.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

The Company’s depreciation expense related to its rental fleet for the nine months ended September 30, 2015 and 2014 was $25.8 million and $16.1 million, respectively. At September 30, 2015 and December 31, 2014, all of the Company’s rental fleet units were pledged as collateral under the Credit Agreement.

Rental fleet consisted of the following at ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014:~~2015:


	Residual Value as Percentage of Original Cost (1)			Useful Life in Years	September 30, 2015			December 31, 2014			Residual Value as Percentage of Original Cost (1)		Useful Life in Years		March 31, 2016			December 31, 2015
					(In thousands)										(In thousands)
Portable Storage:
Steel storage containers		55	%	30	$	622,312		$	604,547			55%		30	$	614,056		$	612,782
Steel ground level offices		55	%	30		347,198			329,565			55%		30		349,196			346,233
Wood mobile offices		50	%	20		—			208,529
Other						7,304			5,633							6,823			7,052

Total						976,814			1,148,274							970,075			966,067
Accumulated depreciation						(141,043	)		(182,437	)						(142,785	)		(142,338	)

Total portable storage fleet, net					$	835,771		$	965,837						$	827,290		$	823,729

Specialty Containment:
Steel tanks				25	$	55,561		$	50,843				25		$	56,761		$	55,467
Roll-off boxes				15 - 20		24,453			19,820				15 - 20			28,226			25,161
Stainless steel tank trailers				25		25,103			23,283				25			29,188			28,160
Vacuum boxes				20		9,752			7,667				20			10,207			9,852
De-watering boxes				20		5,655			3,898				20			5,375			5,383
Pumps and filtration equipment				7		13,302			11,510				7			14,005			13,964
Other						8,047			5,468							7,507			6,843

Total						141,873			122,489							151,269			144,830
Accumulated depreciation						(13,296	)		(1,270	)						(21,032	)		(17,236	)

Total specialty containment fleet, net					$	128,577		$	121,219						$	130,237		$	127,594

Total rental fleet, net					$	964,348		$	1,087,056						$	957,527		$	951,323

(1)	Specialty containment fleet has been assigned zero residual value.

(9) Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated ~~depreciation.~~depreciation and amortization. Depreciation is ~~provided~~recorded using the straight-line method over the assets’ estimated useful lives. ~~The Company’s~~Our depreciation expense related to property, plant and equipment for ~~the nine months ended September 30,~~March 31, 2016 and 2015 ~~and 2014~~ was ~~$14.8~~$5.5 million and ~~$10.9~~$4.9 million, respectively. Normal repairs and maintenance to property, plant and equipment are expensed as incurred. When property or equipment is retired or sold, the net book value of the asset, reduced by any proceeds, is charged to gain or loss on the disposal of property, plant and equipment and is included in rental, selling and general expenses in the Condensed Consolidated Statements of Operations. See Note 5 “Impairment and Divestiture of North American Wood Mobile Offices” for information regarding the impairment and divestiture of ancillary equipment related to our wood mobile offices during 2015.

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

Property, plant and equipment at ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014~~2015 consisted of the following:


	Residual Value as Percentage of Original Cost	Useful Life in Years	September 30, 2015			December 31, 2014			Residual Value as Percentage of Original Cost		Useful Life in Years	March 31, 2016			December 31, 2015
			(In thousands)									(In thousands)
Land			$	10,882		$	10,920					$	3,999		$	4,045
Vehicles and machinery	0 - 55%	5 - 30		115,818			114,150		0 - 55%		5 - 30		122,289			118,185
Buildings and improvements (1)	0 - 25	3 - 30		21,834			19,365		0 - 25		3 - 30		21,814			21,549
Office fixtures and equipment	0	3 - 5		41,243			33,942			—	3 - 10		51,641			47,063

Property, plant and equipment				189,777			178,377						199,743			190,842
Accumulated depreciation				(56,876	)		(65,202	)					(61,715	)		(59,155	)

Property, plant and equipment, net			$	132,901		$	113,175					$	138,028		$	131,687

(1)	Improvements made to leased properties are depreciated over the lesser of the estimated remaining life or the remaining term of the respective lease.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

As of March 31, 2016 and December 31, 2015, we had $27.2 million and $23.5 million, respectively, of capitalized software, net of accumulated depreciation, included in property, plant and equipment. Of the $27.2 million of capitalized software at March 31, 2016, $23.3 million relates to the development of our new enterprise resource planning system.

(10) Goodwill and Intangibles

For acquired businesses, ~~the Company records~~we record assets acquired and liabilities assumed at their estimated fair values on the respective acquisition dates. Based on these values, the excess purchase prices over the fair value of the net assets acquired is recorded as goodwill. ~~Estimated fair values of acquired assets is provisional~~Of the $708.6 million total goodwill at March 31, 2016, $467.6 million relates to the North America portable storage segment, $59.7 million relates to the U.K. portable storage segment and ~~could change as additional information is received. During~~$181.2 million relates to the ~~nine months ended September 30, 2015, primarily due to further analysis of the assets acquired in the ETS acquisition, the associated goodwill was adjusted upward by $0.9 million.~~specialty containment segment.

The following table shows the activity and balances related to goodwill from January 1, ~~2015~~2016 to ~~September 30, 2015:~~March 31, 2016 (in thousands):

   (In thousands)
Balance at January 1, 2015
   $ 705,608
Acquisition
   5,343
Foreign currency
   (2,220 )
Adjustments
   893


Balance at September 30, 2015
   $ 709,624

Balance at January 1, 2016	$	706,387
Acquisition		3,676
Foreign currency		(1,500	)
Balance at March 31, 2016	$	708,563

Intangible assets are amortized over the estimated useful life of the asset utilizing a method which reflects the estimated pattern in which the economic benefits will be consumed. Customer relationships ~~and certain trade names and trademarks,~~ are amortized ~~using an accelerated method while~~based on the estimated attrition rates of the underlying customer base, other intangibles are amortized using the straight-line method.

The following table reflects balances related to intangible assets for the periods presented:

      September 30, 2015    December 31, 2014
   Estimated
Useful
Life    Gross
Carrying
Amount    Accumulated
Amortization Net
Carrying
Amount    Gross
Carrying
Amount    Accumulated
Amortization Net
Carrying
Amount
      (In thousands)
Customer relationships
   11 - 20    $ 92,511       $ (23,855 ) $ 68,656       $ 91,990       $ (20,484 ) $ 71,506
Trade names/trademarks
   1 - 5    6,045       (1,501 ) 4,544       6,065       (919 ) 5,146
Non-compete agreements
   2 - 5    1,840       (342 ) 1,498       1,772       (78 ) 1,694
Other
   1 - 19    61       (23 ) 38       61       (22 ) 39








Total
      $ 100,457       $ (25,721 ) $ 74,736       $ 99,888       $ (21,503 ) $ 78,385

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

		March 31, 2016							December 31, 2015
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
		(In thousands)
Customer relationships	11 - 20	$	92,889	$	(25,936	)	$	66,953	$	92,304	$	(24,875	)	$	67,429
Trade names/trademarks	5 - 10		6,002		(1,863	)		4,139		6,025		(1,684	)		4,341
Non-compete agreements	5		1,888		(526	)		1,362		1,839		(433	)		1,406
Other	20		60		(24	)		36		60		(24	)		36
Total		$	100,839	$	(28,349	)	$	72,490	$	100,228	$	(27,016	)	$	73,212

Amortization expense for amortizable intangibles was approximately ~~$4.5~~$1.6 million and ~~$0.9~~$1.5 million for the ~~nine-month~~three-month periods ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. Based on the carrying value at ~~September 30, 2015,~~March 31, 2016, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands):


2015 (remaining)	$	1,515
2016		6,117
2016 (remaining)			$	4,770
2017		6,066		6,245
2018		6,082		6,224
2019		6,090		6,196
2020				5,062
Thereafter		48,866		43,993

Total	$	74,736	$	72,490

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

(11) Lines of Credit

~~The Company has a $1.0 billion ABL~~On December 14, 2015, we entered into the Credit ~~Agreement with Deutsche Bank AG New York Branch and other lenders party thereto (the “Credit Agreement”).~~Agreement. The Credit Agreement provides for a five-year, $1.0 billion first lien senior secured revolving credit facility maturing on or before the earlier of (i) December 14, 2020 and ~~all amounts~~(ii) the date that is 90 days prior to the final maturity date of the Senior Notes if such Senior Notes remain outstanding ~~under the~~on such date. The Credit Agreement ~~are due on February 22, 2017.~~also provides for the issuance of irrevocable standby letters of credit by U.S. lenders in amounts totaling up to $50.0 million, by U.K.-based lenders in amounts totaling up to $20.0 million, and by Canadian-based lenders in amounts totaling up to $20.0 million. The obligations of Mobile Mini and its subsidiary guarantors under the Credit Agreement are secured by a blanket lien on substantially all of ~~its~~our assets.

Amounts borrowed under the Credit Agreement and repaid or prepaid during the term may be reborrowed. Outstanding amounts under the Credit Agreement bear interest at ~~the Company’s~~our option at either: (i) the London interbank offered rate (“LIBOR”) plus an applicable margin (“LIBOR ~~plus a defined margin,~~Loans”), or (ii) the ~~Agent bank’s~~ prime rate plus ~~a margin.~~an applicable margin (“Base Rate Loans”). The applicable margin for each type of loan is based on an availability-based pricing grid and ranges from ~~1.75%~~1.25% to ~~2.25%~~1.75% for LIBOR ~~loans~~Loans and 0.25% to 0.75% ~~to 1.25%~~ for ~~base rate loans~~Base Rate Loans at each measurement date. AsPursuant to the terms of ~~September 30, 2015,~~ the ~~applicable~~Credit Agreement, outstanding amounts will bear interest at the highest level in the pricing grid until the first measurement date subsequent to March 31, 2016. The margins in effect as of April 2016 are ~~2.0%~~1.50% for LIBOR ~~loans~~Loans and ~~1.0%~~0.50% for ~~base rate loans.~~Base Rate Loans.

Availability of borrowings under the Credit Agreement is subject to a borrowing base calculation based upon a valuation of the Company’s eligible accounts receivable, eligible container fleet (including containers held for sale, work-in-process and raw materials) and machinery and equipment, each multiplied by an applicable advance rate or limit. The rental fleet is appraised at least once annually by a third-party appraisal firm and up to 90% of the ~~net orderly liquidation value,~~Net Orderly Liquidation Value, as defined in the Credit Agreement, is included in the borrowing base to determine how much the Company may borrow under the Credit Agreement.

The Credit Agreement provides for U.K. borrowings, which are, at the Company’s option, denominated in either Pounds Sterling or Euros, by its U.K. subsidiary based upon a U.K. borrowing base; Canadian borrowings, which are denominated in Canadian dollars, by its Canadian subsidiary based upon a Canadian borrowing base; and U.S. borrowings, which are denominated in U.S. dollars, by the Company based upon a U.S. borrowing base along with any Canadian assets not included in the Canadian subsidiary.

The Credit Agreement also contains customary negative covenants, including covenants that restrict ~~the Company’s~~our ability to, among other things: (i) allow certain liens to attach to ~~the Company~~Mobile Mini or ~~its~~ subsidiary ~~assets;~~assets, (ii) repurchase or pay dividends or make certain other restricted payments on capital stock and certain other securities, or prepay certain indebtedness, ~~or make acquisitions or other investments subject to Payment Conditions (as defined in the Credit Agreement); and~~ (iii) incur additional indebtedness or engage in certain other types of financing ~~transactions. Payment Conditions allow restricted payments~~transactions, and (iv) make acquisitions or other investments. In addition, we must comply with a minimum fixed charge coverage ratio of 1.00 to ~~occur without financial covenants~~1.00 as ~~long as~~of the ~~Company has $250.0 million~~last day of ~~pro forma excess borrowing~~each quarter, upon the minimum availability amount under the Credit ~~Agreement. The Company must also comply with specified financial maintenance covenants~~Agreement falling below the greater of (y) $90.0 million and ~~affirmative covenants only if~~(z) 10% of the ~~Company falls below $100.0 million~~lesser of the then total revolving loan commitment and aggregate borrowing ~~availability levels with set permitted values for the Debt Ratio and Fixed Charge Coverage Ratio (as defined in the Credit Agreement). The Company was~~base. As of March 31, 2016, we were in compliance with the ~~terms of the Credit Agreement as of September 30, 2015, and was above the~~ minimum borrowing availability threshold as set forth in the Credit Agreement and therefore not subject to any financial maintenance covenants.

(12) Income Taxes

~~The Company files~~We file U.S. ~~Federal~~federal tax returns, U.S. state tax returns and foreign tax ~~returns. The Company has~~returns and have identified ~~its~~our U.S. ~~Federal~~federal tax return as ~~its~~our “major” tax jurisdiction. For the U.S. ~~Federal~~federal return, ~~its~~our tax years for 2012, 2013 and 2014 are subject to tax examination by the U.S. Internal Revenue Service through September 15, 2016, 2017 and 2018, respectively. ~~The Company does~~We do not anticipate that the total amount of unrecognized tax benefit related to any particular tax position will change significantly within the next 12 months.

~~The Company uses~~We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

~~The Company’s~~Our policy for recording interest and penalties associated with audits is to record such items as a component of income before taxes. Penalties and associated interest costs, if any, are recorded in rental, selling and general expenses in ~~its~~our Condensed Consolidated Statements of Operations.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

(13) ~~Share-based~~Share-Based Compensation

~~The Company has~~We have historically awarded stock options and ~~nonvested share-awards~~restricted stock awards for employees and non-employee directors as a means of attracting and retaining quality personnel and to align employee performance with stockholder value. Stock option plans are approved by ~~the Company’s~~our stockholders and administered by the stock compensation committee of the ~~board~~Company’s Board of ~~directors (“Board”~~Directors (the “Board”). The current plan allows for a variety of equity programs designed to provide flexibility in implementing equity and cash awards, including incentive stock options, nonqualified stock options, ~~nonvested share-awards,~~restricted stock awards, restricted stock units, stock appreciation rights, performance stock, performance units and other ~~share-based~~stock-based awards. Participants may be granted any one of the equity awards or any combination. ~~The Company does~~We do not award stock options with an exercise price below the market price of the underlying securities on the date of award. As of ~~September 30, 2015, 2.5~~March 31, 2016, 1.9 million shares ~~remain~~are available for future grants. Generally stock options have contractual terms of ten years.

~~The following table summarizes~~For the ~~Company’s~~quarters ended March 31, 2016 and 2015, expense related to share-based compensation was $2.6 million and $3.3 million, respectively. This expense was included in rental, selling and general expenses for ~~the three and nine months ended September 30:~~

   Three Months Ended
September 30,    Nine Months Ended
September 30,
   2015    2014    2015    2014
   (In thousands)    (In thousands)
Share-based compensation expense included in:

Rental, selling and general expenses
   $ 3,418       $ 4,156       $ 9,283       $ 11,297
Restructuring expenses
   678       276       1,550       276








Total share-based compensation
   $ 4,096       $ 4,432       $ 10,833       $ 11,573

these quarters. As of ~~September 30, 2015,~~March 31, 2016, total unrecognized compensation cost related to stock option awards was approximately ~~$6.0~~$5.9 million and the related weighted-average period over which it is expected to be recognized is approximately ~~1.1~~1.8 years. As of ~~September 30, 2015,~~March 31, 2016, the unrecognized compensation cost related to ~~nonvested share-awards~~restricted stock awards was approximately ~~$6.5~~$8.2 million, which is expected to be recognized over a weighted-average period of approximately ~~2.1~~2.8 years.

Stock ~~options.~~Options. The fair value of each stock option award is estimated on the date of the grant using the ~~Black-Scholes~~Black-Scholes-Merton option pricing model which requires the input of assumptions. ~~Management estimates~~We estimate the risk-free interest rate based on the U.S. Treasury security rate in effect at the time of the grant. The expected life of the options, volatility and dividend rates are estimated based on ~~the Company’s~~our historical data. The following are the key assumptions used for ~~options granted during~~ the ~~nine-month periods ended September 30:~~period noted:


	2015	2014
			2016		2015
Risk-free interest rate	1.3% - 1.7%	1.5% - 1.7%		1.5%	1.3% - 1.5%
Expected life of the options (years)	5	5	5		5
Expected stock price volatility	35.3% - 35.7%	36.6% - 38.4%		36.7%	35.6% - 35.7%
Expected dividend rate	1.8% - 2.0%	1.5% - 1.8%		3.1%	1.8% - 2.0%

The following table summarizes stock option activity for the three months ended March 31, 2016 (share amounts in thousands):

	Number of Shares			Weighted Average Exercise Price
Options outstanding, beginning of period		2,870		$	33.40
Granted		574			26.20
Canceled/Expired		(26	)		34.75
Exercised		—
Options outstanding, end of period		3,418			32.18

A summary of stock options outstanding as of March 31, 2016, is as follows:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms		Aggregate Intrinsic Value
	(In thousands)				(In years)		(In thousands)
Outstanding		3,418	$	32.18		7.60	$	11,546
Vested and expected to vest		3,295		32.27		7.53		10,881
Exercisable		2,512		32.01		6.97		7,614

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

The ~~following table summarizes stock option activity for the nine months ended September 30, 2015 (share amounts in thousands):~~

   Number of
Shares    Weighted
Average
Exercise Price
Options outstanding, beginning of period
   2,649       $ 32.33
Granted
   369       42.87
Canceled/Expired
   (90 )    44.74
Exercised
   (61 )    27.63



Options outstanding, end of period
   2,867       33.39

~~A summary of stock options outstanding as of September 30, 2015, is as follows:~~

   Number of
Shares    Weighted
Average
Exercise
Price    Weighted
Average
Remaining
Contractual
Terms    Aggregate
Intrinsic
Value
   (In thousands)       (In years)    (In thousands)
Outstanding
   2,867       $ 33.39       7.65       $ 4,655
Vested and expected to vest
   2,800       33.21       7.61       4,621
Exercisable
   1,624       31.06       7.32       3,492

~~The aggregate intrinsic value of options exercised during the nine months ended September 30, 2015, was approximately $0.7 million and the~~ weighted average fair value of stock options granted was ~~$8.44.~~$6.54. Included in the tables above are option awards granted in 2016 which will vest based upon the achievement of specified performance criteria related to 2016 and future years. Such awards have been granted assuming a target number of options; however, the terms of these awards provide that the number of options that ultimately vest may vary between 50% and 200% of the target award, or may be zero. The tables present the options at their target amount, and the 1.9 million shares available for grant as noted previously, has also been calculated utilizing the target award amounts. Included in the cancellations shown in the table above is the cancellation of approximately 13,000 options granted in previous years subject to performance criteria. These awards were canceled during the current period due to vesting at less than 100% of the target award.

~~Nonvested share-awards.~~Restricted Stock Awards. The fair value of ~~nonvested share-awards~~restricted stock awards is estimated as the closing price of ~~Mobile Mini’s~~our common stock on the date of grant. A summary of ~~nonvested share-awards~~restricted stock award activity ~~for the nine months ended September 30, 2015~~ is as follows (share amounts in thousands):

						Shares			Weighted Average Grant Date Fair Value
	Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		343		$	27.99
Restricted stock awards at beginning of period							242		$	31.70
Awarded		104			37.22		143			26.23
Released		(77	)		34.80		(54	)		33.25
Forfeited		(29	)		26.48		(9	)		25.97

Nonvested at end of period		341			28.93

Restricted stock awards at end of period							322			29.16

The ~~total fair value of nonvested share-awards~~restricted stock awards that vested during the ~~nine~~three months ended ~~September 30, 2015 was $2.7~~March 31, 2016 had an aggregate grant date fair value of $1.8 million and an aggregate vesting date fair value of $1.6 million.

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

(14) Restructuring ~~Costs~~

~~The Company has~~We have undergone restructuring actions to align ~~its~~our business operations. The restructuring expense during the three-month period ended March 31, 2016 resulted from the continuation of restructuring projects initiated in prior years. These ~~activities materially change~~costs include additional restructuring items that were included in the ~~scope~~prior year plan but were not accruable at the time of the ~~business or~~previous charges. Of the ~~manner~~$2.2 million of restructuring expense recognized in ~~which~~ the ~~business is conducted. In 2015, restructuring costs relate primarily~~three months ended March 31, 2016 approximately $1.3 million related to ~~activities associated with~~ the integration of ~~ETS~~Evergreen Tank Solutions (“ETS”) into the existing Mobile Mini infrastructure, including ~~the Company’s~~our shift from managing ~~its~~ operations on a product-oriented basis to a geographic, customer-focused ~~organization. To~~organization; and, to support this shift, the ~~Company also aligned~~re-alignment of sales leadership with operational leadership. The ~~2014 restructuring~~remaining costs ~~primarily~~largely relate to the ~~closure~~abandonment of ~~the Company’s Belfast, North Ireland location as well as the transition of key leadership positions. The accrued restructuring obligations as of September 30, 2015 were~~yards related to our move away from the ~~Company’s operations~~wood mobile office business. The restructuring expense recognized in ~~North America.~~the three months ended March 31, 2015 related primarily to the ETS integration.

The following table details accrued restructuring obligations (included in accrued liabilities in the Condensed Consolidated Balance Sheets) and related activity for the year ended December 31, ~~2014~~2015 and the ~~nine-month~~three-month period ended ~~September 30, 2015.~~March 31, 2016:

													Fleet and Property, Plant and Equipment Abandonment Costs			Severance and Benefits			Lease Abandonment Costs			Other Costs			Total
	Severance and Benefits			Lease Abandonment Costs			Other Costs			Total			(In thousands)
	(In thousands)
Accrued obligations as of January 1, 2014	$	613		$	1,063		$	—		$	1,676
Accrued obligations as of January 1, 2015													$	—		$	441		$	676		$	—		$	1,117
Restructuring expense		1,826			318			1,398			3,542			15,274			4,846			600			78			20,798
Settlement of obligations		(1,998	)		(705	)		(1,398	)		(4,101	)		(15,274	)		(4,042	)		(781	)		(76	)		(20,173	)

Accrued obligations as of December 31, 2014		441			676			—			1,117
Accrued obligations as of December 31, 2015														—			1,245			495			2			1,742
Restructuring expense		4,685			45			43			4,773			106			72			736			1,334			2,248
Settlement of obligations		(3,360	)		(181	)		(33	)		(3,574	)		(106	)		(364	)		(780	)		(288	)		(1,538	)

Accrued obligations as of September 30, 2015	$	1,766		$	540		$	10		$	2,316

Accrued obligations as of March 31, 2016													$	—		$	953		$	451		$	1,048		$	2,452

The majority of accrued obligations are expected to be paid out through the year ~~2015 or early~~ 2016, with the exception of a lease that will continue into the first quarter of 2019.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

The following amounts are included in restructuring expense for the periods indicated:

										Three Months Ended March 31,
	Three Months Ended September 30,					Nine Months Ended September 30,				2016		2015
	2015		2014			2015		2014		(In thousands)
	(In thousands)					(In thousands)
Fleet and property, plant and equipment abandonment costs										$	106	$	—
Severance and benefits	$	1,811	$	561		$	4,685	$	1,200		72		464
Lease abandonment costs		7		(5	)		45		313		736		19
Other costs		28		37			43		1,396		1,334		—

Restructuring expenses	$	1,846	$	593		$	4,773	$	2,909

Restructuring expense										$	2,248	$	483

(15) Commitments and Contingencies

~~Mobile Mini is~~We are a party to various claims and litigation in the normal course of business. ~~Management’s~~Our current estimated range of liability related to various claims and pending litigation is based on claims for which our management can determine that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Because of the uncertainties related to both the probability of incurred and possible range of loss on pending claims and litigation, management must use considerable judgment in making a reasonable determination of the liability that could result from an unfavorable outcome. As additional information becomes available, we will assess the potential liability related to our pending litigation and revise our estimates. Such revisions in our estimates ~~will be revised as appropriate. Management does~~of the potential liability could materially impact our results of operation. We do not anticipate the resolution of such matters known at this time will have a material adverse effect on ~~the Company’s~~our business or consolidated financial position.

(16) Stockholders’ Equity

Dividends

On January 21, ~~2015, April 29, 2015, and July 21, 2015~~2016, the Board authorized and declared a cash dividend to all ~~the Company’s~~our common stockholders of ~~$0.187~~$0.206 per share of common stock. These dividends were ~~paid~~payable on March ~~19, 2015, June 3, 2015, and September 2, 2015 respectively,~~23, 2016 to all stockholders of record as of the close of business on March ~~5, 2015, May 20, 2015 and August 19, 2015.~~9, 2016. Each future quarterly dividend payment is subject to review and approval by the Board. The Company’s Credit Agreement contains restrictions on the declaration and payment of dividends.

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

Treasury ~~stock~~Stock

On November 6, 2013, the Board approved a share repurchase program authorizing up to $125.0 million of our outstanding shares of common stock to be repurchased. On April 17, 2015, the ~~Company’s~~Board authorized up to an additional $50.0 million of our outstanding shares of common stock to be repurchased, ~~and on April 17, 2015 authorized an additional $50.0 million for the repurchase program,~~ for a total of $175.0 ~~million.~~million under the share repurchase program. The shares may be repurchased from time to time in the open market or in privately negotiated transactions. The share repurchases are subject to prevailing market conditions and other considerations. The share repurchase program does not have an expiration date and may be suspended or terminated at any time by the Board. All shares repurchased are held in treasury.

During the ~~nine~~three months ended ~~September 30, 2015, the Company~~March 31, 2016, we purchased approximately ~~1.5~~0.3 million shares of ~~its~~our common stock at a cost of ~~$55.4~~$6.8 million under the authorized share repurchase program, and approximately ~~$94.7~~$82.2 million is available for repurchase as of ~~September 30, 2015.~~March 31, 2016. In addition, ~~the Company~~we withheld approximately 11,000 shares of stock from employees, for an approximate value of ~~$0.4~~$0.3 million, upon vesting of share awards to satisfy minimum tax withholding obligations. These shares were not acquired pursuant to the share repurchase program.

During the ~~nine~~three months ended ~~September 30, 2014, the Company~~March 31, 2015, we purchased approximately ~~0.6~~0.4 million shares of ~~its~~our common stock at a cost of ~~$25.0~~$15.0 million under the authorized share repurchase program and withheld approximately 7,000 shares of stock from employees, for an approximate value of $0.3 million, upon vesting of share awards to satisfy minimum tax withholding obligations. These shares were not acquired pursuant to the share repurchase program.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

(17) Segment Reporting

~~Prior to the ETS Acquisition, the Company’s~~Our operations ~~were~~are comprised of ~~two~~three reportable segments: North ~~America and the U.K., both of which offer~~American portable storage, ~~solutions.~~U.K. portable storage and specialty containment. Discrete financial data on each of ~~the Company’s~~our products is not available and it would be impractical to collect and maintain financial data in such a manner. As a result of the ETS Acquisition, the Company established a new specialty containment reporting segment. Operations related to ETS are included in Mobile Mini’s consolidated results for the nine months ended September 30, 2015. The results for each segment are reviewed discretely by ~~senior management.~~our chief operating decision maker.

We operate in the U.S., U.K. and Canada. All of ~~the Company’s~~our locations operate in their local currency and, although ~~the Company is~~we are exposed to foreign exchange rate fluctuation in foreign markets where ~~the Company rents~~we rent and ~~sells its~~sell our products, ~~the Company does~~we do not believe such exposure will have a significant impact on ~~its~~our results of operations. Revenues recognized by our U.S. locations were $103.1 million and $110.5 million for the three months ended March 31, 2016 and 2015, respectively.

The following tables set forth certain information regarding each of ~~the Company’s~~our segments for the ~~three-month~~ periods ~~ended September 30, 2015 and 2014.~~indicated.


	For the Three Months Ended September 30, 2015										For the Three Months Ended March 31, 2016
	Portable Storage										Portable Storage
	North America		United Kingdom		Total		Specialty Containment		Consolidated		North America		United Kingdom		Total		Specialty Containment		Consolidated
	(In thousands)										(In thousands)
Revenues:
Rental	$	76,501	$	22,354	$	98,855	$	25,958	$	124,813	$	74,013	$	19,715	$	93,728	$	23,628	$	117,356
Sales		4,169		661		4,830		1,764		6,594		4,448		844		5,292		1,599		6,891
Other		1,836		73		1,909		27		1,936		213		54		267		19		286

Total revenues		82,506		23,088		105,594		27,749		133,343		78,674		20,613		99,287		25,246		124,533

Costs and expenses:
Rental, selling and general expenses		52,599		13,691		66,290		15,369		81,659		48,388		12,466		60,854		15,448		76,302
Cost of sales		2,642		482		3,124		1,242		4,366		2,758		641		3,399		1,212		4,611
Restructuring expenses		248		—		248		1,598		1,846		2,182		—		2,182		66		2,248
Depreciation and amortization		6,718		1,686		8,404		6,594		14,998		6,427		1,711		8,138		7,039		15,177

Total costs and expenses		62,207		15,859		78,066		24,803		102,869		59,755		14,818		74,573		23,765		98,338

Income from operations	$	20,299	$	7,229	$	27,528	$	2,946	$	30,474	$	18,919	$	5,795	$	24,714	$	1,481	$	26,195

Interest expense, net of interest income	$	6,050	$	216	$	6,266	$	2,693	$	8,959	$	5,648	$	131	$	5,779	$	2,705	$	8,484
Income tax provision		5,891		1,529		7,420		116		7,536		5,406		1,068		6,474		239		6,713
Capital expenditures for additions to rental fleet, excluding acquisitions												4,580		4,170		8,750		2,134		10,884

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

   For the Three Months Ended September 30, 2014
   Portable Storage
   North
America    United
Kingdom    Total    Specialty
Containment    Consolidated
   (In thousands)
Revenues:

Rental
   $ 82,669       $ 22,129       $ 104,798       $ —         $ 104,798
Sales
   6,982       931       7,913       —         7,913
Other
   535       76       611       —         611










Total revenues
   90,186       23,136       113,322       —         113,322










Costs and expenses:

Rental, selling and general expenses
   53,075       14,814       67,889       —         67,889
Cost of sales
   4,482       717       5,199       —         5,199
Restructuring expenses
   581       12       593       —         593
Depreciation and amortization
   7,779       1,691       9,470       —         9,470










Total costs and expenses
   65,917       17,234       83,151       —         83,151










Income from operations
   $ 24,269       $ 5,902       $ 30,171       $ —         $ 30,171










Interest expense, net of interest income
   $ 6,893       $ 214       $ 7,107       $ —         $ 7,107
Income tax provision
   6,969       1,275       8,244       —         8,244

~~The following tables set forth certain information regarding each of~~

	For the Three Months Ended March 31, 2015
	Portable Storage
	North America			United Kingdom		Total			Specialty Containment		Consolidated
	(In thousands)
Revenues:
Rental	$	78,984		$	20,020	$	99,004		$	24,113	$	123,117
Sales		4,983			979		5,962			2,010		7,972
Other		1,439			90		1,529			11		1,540
Total revenues		85,406			21,089		106,495			26,134		132,629
Costs and expenses:
Rental, selling and general expenses		53,580			13,652		67,232			15,814		83,046
Cost of sales		3,122			742		3,864			1,269		5,133
Restructuring expenses		217			—		217			266		483
Asset impairment charge, net		64,726			—		64,726			—		64,726
Depreciation and amortization		7,890			1,576		9,466			6,073		15,539
Total costs and expenses		129,535			15,970		145,505			23,422		168,927
(Loss) income from operations	$	(44,129	)	$	5,119	$	(39,010	)	$	2,712	$	(36,298	)
Interest expense, net of interest income	$	6,149		$	218	$	6,367		$	2,692	$	9,059
Income tax (benefit) provision		(18,998	)		959		(18,039	)		8		(18,031	)
Capital expenditures for additions to rental fleet, excluding acquisitions		2,673			4,721		7,394			3,086		10,480

Assets related to the Company’s reportable segments ~~for~~include the ~~nine-month periods ended September 30, 2015 and 2014.~~following:

   For the Nine Months Ended September 30, 2015
   Portable Storage
   North
America United
Kingdom    Total Specialty
Containment    Consolidated
   (In thousands)
Revenues:

Rental
   $ 229,685    $ 63,210       $ 292,895    $ 75,280       $ 368,175
Sales
   14,194    2,698       16,892    5,873       22,765
Other
   5,001    266       5,267    53       5,320






Total revenues
   248,880    66,174       315,054    81,206       396,260






Costs and expenses:

Rental, selling and general expenses
   159,741    40,795       200,536    47,273       247,809
Cost of sales
   8,900    2,076       10,976    3,923       14,899
Restructuring expenses
   1,935    —         1,935    2,838       4,773
Asset impairment charge and loss on divestiture, net
   66,128    —         66,128    —         66,128
Depreciation and amortization
   21,138    4,904       26,042    19,033       45,075






Total costs and expenses
   257,842    47,775       305,617    73,067       378,684






(Loss) income from operations
   $ (8,962 ) $ 18,399       $ 9,437    $ 8,139       $ 17,576






Interest expense, net of interest income
   $ 18,251    $ 658       $ 18,909    $ 8,076       $ 26,985
Income tax (benefit) provision
   (9,298 ) 3,783       (5,515 ) 35       (5,480 )

	Portable Storage
	North America		United Kingdom		Total		Specialty Containment		Consolidated
	(In thousands)
As of March 31, 2016
Goodwill	$	467,623	$	59,724	$	527,347	$	181,216	$	708,563
Intangibles		2,677		330		3,007		69,483		72,490
Rental Fleet		676,956		150,334		827,290		130,237		957,527
Property Plant and Equipment		102,297		18,984		121,281		16,747		138,028
Total assets, excluding intercompany assets		1,312,367		251,077		1,563,444		425,864		1,989,308
As of December 31, 2015:
Goodwill	$	463,616	$	61,532	$	525,148	$	181,239	$	706,387
Intangibles		2,021		403		2,424		70,788		73,212
Rental Fleet		672,080		151,649		823,729		127,594		951,323
Property Plant and Equipment		96,940		17,835		114,775		16,912		131,687
Total assets, excluding intercompany assets		1,299,723		252,462		1,552,185		424,590		1,976,775

The above schedule includes total assets in the U.S. of $1.7 billion as of both March 31, 2016 and December 31, 2015.

(18) Subsequent Events

Declaration of Quarterly Dividend

On April 27, 2016, the Company’s Board authorized and declared a quarterly dividend to all our common stockholders of $0.206 per share of common stock, payable on June 1, 2016 to all stockholders of record as of the close of business on May 18, 2016.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

   For the Nine Months Ended September 30, 2014
   Portable Storage
   North
America    United
Kingdom    Total    Specialty
Containment    Consolidated
   (In thousands)
Revenues:

Rental
   $ 236,166       $ 60,753       $ 296,919       $ —         $ 296,919
Sales
   20,469       3,292       23,761       —         23,761
Other
   1,293       286       1,579       —         1,579










Total revenues
   257,928       64,331       322,259       —         322,259










Costs and expenses:

Rental, selling and general expenses
   161,757       42,637       204,394       —         204,394
Cost of sales
   13,692       2,439       16,131       —         16,131
Restructuring expenses
   1,283       1,626       2,909       —         2,909
Asset impairment charge, net
   433       124       557       —         557
Depreciation and amortization
   22,778       5,142       27,920       —         27,920










Total costs and expenses
   199,943       51,968       251,911       —         251,911










Income from operations
   $ 57,985       $ 12,363       $ 70,348       $ —         $ 70,348










Interest expense, net of interest income
   $ 20,509       $ 682       $ 21,191       $ —         $ 21,191
Income tax provision
   14,878       2,755       17,633       —         17,633

The above schedules include revenues in the U.S. of $109.1 million and $88.7 million for the three-month periods ended September 30, 2015 and 2014, respectively, and revenues in the U.S. of $326.8 million and $253.7 million for the nine-month periods ended September 30, 2015 and 2014, respectively.

~~Assets related to the Company’s reportable segments include the following:~~

   Portable Storage
   North
America    United
Kingdom    Total    Specialty
Containment    Consolidated
   (In thousands)
As of September 30, 2015:

Goodwill
   $ 463,775       $ 62,998       $ 526,773       $ 182,851       $ 709,624
Intangibles
   2,253       479       2,732       72,004       74,736
Rental Fleet
   682,705       153,066       835,771       128,577       964,348
Property Plant and Equipment
   98,837       16,428       115,265       17,636       132,901
As of December 31, 2014:

Goodwill
   $ 459,234       $ 64,402       $ 523,636       $ 181,972       $ 705,608
Intangibles
   2,119       651       2,770       75,615       78,385
Rental Fleet
   825,158       140,679       965,837       121,219       1,087,056
Property Plant and Equipment
   82,514       16,488       99,002       14,173       113,175

~~The above schedule includes assets in the U.S. of $1.6 billion and $1.7 billion as of September 30, 2015 and December 31, 2014, respectively.~~

~~(18) Subsequent Events~~

~~Declaration of quarterly dividend~~

On October 20, 2015, the Company’s Board authorized and declared a quarterly dividend to all the Company’s common stockholders of $0.187 per share of common stock, payable on December 2, 2015 to all stockholders of record as of the close of business on November 11, 2015.

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

(19) Condensed Consolidating Financial Information

The following tables reflect the condensed consolidating financial information of the Company’s subsidiary guarantors of the Senior Notes and its non-guarantor subsidiaries. Separate financial statements of the subsidiary guarantors are not presented because the guarantee by each 100% owned subsidiary guarantor is full and unconditional, joint and several, subject to customary exceptions, and management has determined that such information is not material to investors.

MOBILE MINI, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of ~~September 30, 2015~~March 31, 2016

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated				Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS													ASSETS
Cash and cash equivalents	$	971		$	742		$	—		$	1,713			$	569		$	65		$	—		$	634
Receivables, net		63,805			20,040			—			83,845				57,767			19,511			—			77,278
Inventories		16,470			1,092			—			17,562				14,515			911			—			15,426
Rental fleet, net		801,385			162,963			—			964,348				797,102			160,425			—			957,527
Property, plant and equipment, net		115,478			17,423			—			132,901				118,043			19,985			—			138,028
Deposits and prepaid expenses		9,175			4,117			—			13,292
Deferred financing costs, net and other assets		7,124			—			—			7,124
Other assets															17,357			2,005			—			19,362
Intangibles, net		74,189			547			—			74,736				72,105			385			—			72,490
Goodwill		642,063			67,561			—			709,624				644,120			64,443			—			708,563
Intercompany receivables		143,579			3,602			(147,181	)		—				145,500			4,634			(150,134	)		—

Total assets	$	1,874,239		$	278,087		$	(147,181	)	$	2,005,145			$	1,867,078		$	272,364		$	(150,134	)	$	1,989,308

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY													LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable	$	26,894		$	11,047		$	—		$	37,941			$	23,132		$	8,077		$	—		$	31,209
Accrued liabilities		57,745			7,224			—			64,969				53,356			6,724			—			60,080
Lines of credit		659,744			3,636			—			663,380				672,242			619			—			672,861
Obligations under capital leases		39,296			348			—			39,644				42,016			285			—			42,301
Senior Notes		200,000			—			—			200,000
Senior Notes, net															197,677			—			—			197,677
Deferred income taxes		205,148			20,670			—			225,818				209,685			16,396			—			226,081
Intercompany payables		—			26			(26	)		—				—			2,135			(2,135	)		—

Total liabilities		1,188,827			42,951			(26	)		1,231,752				1,198,108			34,236			(2,135	)		1,230,209

Commitments and contingencies
Stockholders’ equity:
Stockholders' equity:
Common stock		491			—			—			491				493			—			—			493
Additional paid-in capital		581,585			147,999			(147,999	)		581,585				587,009			147,999			(147,999	)		587,009
Retained earnings		224,831			125,439			844			351,114				216,062			138,004			—			354,066
Accumulated other comprehensive loss		—			(38,302	)		—			(38,302	)			—			(47,875	)		—			(47,875	)
Treasury stock, at cost		(121,495	)		—			—			(121,495	)			(134,594	)		—			—			(134,594	)

Total stockholders’ equity		685,412			235,136			(147,155	)		773,393

Total liabilities and stockholders’ equity	$	1,874,239		$	278,087		$	(147,181	)	$	2,005,145

Total stockholders' equity															668,970			238,128			(147,999	)		759,099
Total liabilities and stockholders' equity														$	1,867,078		$	272,364		$	(150,134	)	$	1,989,308

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

MOBILE MINI, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, ~~2014~~2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated				Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS													ASSETS
Cash and cash equivalents	$	2,977		$	762		$	—		$	3,739			$	1,033		$	580		$	—		$	1,613
Receivables, net		62,033			18,998			—			81,031				62,043			18,148			—			80,191
Inventories		15,371			1,365			—			16,736				14,224			1,372			—			15,596
Rental fleet, net		934,433			152,623			—			1,087,056				790,172			161,151			—			951,323
Property, plant and equipment, net		95,509			17,666			—			113,175				112,877			18,810			—			131,687
Deposits and prepaid expenses		7,375			1,211			—			8,586
Deferred financing costs, net and other assets		8,858			—			—			8,858
Other assets															14,854			1,912			—			16,766
Intangibles, net		77,629			756			—			78,385				72,751			461			—			73,212
Goodwill		635,943			69,665			—			705,608				640,444			65,943			—			706,387
Intercompany receivables		145,018			33,971			(178,989	)		—				143,592			4,415			(148,007	)		—

Total assets	$	1,985,146		$	297,017		$	(178,989	)	$	2,103,174			$	1,851,990		$	272,792		$	(148,007	)	$	1,976,775

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY													LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable	$	14,803		$	8,130		$	—		$	22,933			$	22,849		$	6,237		$	—		$	29,086
Accrued liabilities		56,104			7,623			—			63,727				51,815			7,209			—			59,024
Lines of credit		702,135			3,383			—			705,518				665,750			1,958			—			667,708
Obligations under capital leases		24,760			158			—			24,918				37,957			317			—			38,274
Senior Notes		200,000			—			—			200,000
Senior Notes, net															197,553			—			—			197,553
Deferred income taxes		215,184			17,367			(1,004	)		231,547				199,826			19,775			—			219,601
Intercompany payables		—			94			(94	)		—				—			8			(8	)		—

Total liabilities		1,212,986			36,755			(1,098	)		1,248,643				1,175,750			35,504			(8	)		1,211,246

Commitments and contingencies
Stockholders’ equity:
Stockholders' equity:
Common stock		490			18,388			(18,388	)		490				491			—			—			491
Additional paid-in capital		569,083			160,347			(160,347	)		569,083				584,447			147,999			(147,999	)		584,447
Retained earnings		268,263			111,397			844			380,504				218,811			133,451			—			352,262
Accumulated other comprehensive loss		—			(29,870	)		—			(29,870	)			—			(44,162	)		—			(44,162	)
Treasury stock, at cost		(65,676	)		—			—			(65,676	)			(127,509	)		—			—			(127,509	)

Total stockholders’ equity		772,160			260,262			(177,891	)		854,531

Total liabilities and stockholders’ equity	$	1,985,146		$	297,017		$	(178,989	)	$	2,103,174

Total stockholders' equity															676,240			237,288			(147,999	)		765,529
Total liabilities and stockholders' equity														$	1,851,990		$	272,792		$	(148,007	)	$	1,976,775

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2016

(In thousands)

	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	96,890		$	20,466		$	—		$	117,356
Sales		5,961			930			—			6,891
Other		228			58			—			286
Total revenues		103,079			21,454			—			124,533
Costs and expenses:
Rental, selling and general expenses		63,239			13,063			—			76,302
Cost of sales		3,910			701			—			4,611
Restructuring expenses		2,248			—			—			2,248
Depreciation and amortization		13,377			1,800			—			15,177
Total costs and expenses		82,774			15,564			—			98,338
Income from operations		20,305			5,890			—			26,195
Other income (expense):
Interest income		2,654			—			(2,654	)		—
Interest expense		(10,869	)		(269	)		2,654			(8,484	)
Income before income tax provision		12,090			5,621			—			17,711
Income tax provision		5,645			1,068			—			6,713
Net income	$	6,445		$	4,553		$	—		$	10,998

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF ~~OPERATIONS~~COMPREHENSIVE INCOME

Three Months Ended ~~September 30, 2015~~March 31, 2016

(In thousands)

   Guarantors Non-
Guarantors Eliminations Consolidated
Revenues:

Rental
   $ 101,402    $ 23,411    $ —      $ 124,813
Sales
   5,862    732    —      6,594
Other
   1,862    74    —      1,936


Total revenues
   109,126    24,217    —      133,343


Costs and expenses:

Rental, selling and general expenses
   67,227    14,432    —      81,659
Cost of sales
   3,840    526    —      4,366
Restructuring expenses
   1,846    —      —      1,846
Depreciation and amortization
   13,194    1,804    —      14,998


Total costs and expenses
   86,107    16,762    —      102,869


Income from operations
   23,019    7,455    —      30,474
Other income (expense):

Interest income
   2,659    —      (2,658 ) 1
Interest expense
   (11,235 ) (383 ) 2,658    (8,960 )
Foreign currency exchange
   —      —


Income before income tax provision
   14,443    7,072    —      21,515
Income tax provision
   6,007    1,529    —      7,536


Net income
   $ 8,436    $ 5,543    $ —      $ 13,979

~~MOBILE MINI, INC.~~

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~

~~Three Months Ended September 30, 2015~~

~~(In thousands)~~

	Guarantors		Non- Guarantors			Eliminations		Consolidated
Net income	$	6,445	$	4,553		$	—	$	10,998
Foreign currency translation adjustment		—		(3,713	)		—		(3,713	)
Comprehensive income	$	6,445	$	840		$	—	$	7,285

   Guarantors    Non-
Guarantors Eliminations    Consolidated
Net income
   $ 8,436       $ 5,543    $ —         $ 13,979
Foreign currency translation adjustment
   —         (9,171 ) —         (9,171 )






Comprehensive income (loss)
   $ 8,436       $ (3,628 ) $ —         $ 4,808

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended ~~September 30, 2014~~March 31, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	81,369		$	23,429		$	—		$	104,798		$	102,107		$	21,010		$	—		$	123,117
Sales		6,827			1,086			—			7,913			6,917			1,055			—			7,972
Other		533			78			—			611			1,450			90			—			1,540

Total revenues		88,729			24,593			—			113,322			110,474			22,155			—			132,629

Costs and expenses:
Rental, selling and general expenses		52,118			15,771			—			67,889			68,674			14,372			—			83,046
Cost of sales		4,351			848			—			5,199			4,337			796			—			5,133
Restructuring expenses		581			12			—			593			483			—			—			483
Asset impairment charge, net		—			—			—			—			64,726			—			—			64,726
Depreciation and amortization		7,646			1,824			—			9,470			13,848			1,691			—			15,539

Total costs and expenses		64,696			18,455			—			83,151			152,068			16,859			—			168,927

Income from operations		24,033			6,138			—			30,171
(Loss) income from operations														(41,594	)		5,296			—			(36,298	)
Other income (expense):
Interest income		11			—			(11	)		—			2,662			—			(2,662	)		—
Interest expense		(6,745	)		(373	)		11			(7,107	)		(11,343	)		(378	)		2,662			(9,059	)
Foreign currency exchange		—			—			—			—

Income before income tax provision		17,299			5,765			—			23,064
Income tax provision		6,970			1,274			—			8,244

Net income	$	10,329		$	4,491		$	—		$	14,820

(Loss) income before income tax (benefit) provision														(50,275	)		4,918			—			(45,357	)
Income tax (benefit) provision														(18,991	)		960			—			(18,031	)
Net (loss) income													$	(31,284	)	$	3,958		$	—		$	(27,326	)

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

Three Months Ended ~~September 30, 2014~~March 31, 2015

(In thousands)

   Guarantors    Non-
Guarantors Eliminations    Consolidated
Net income
   $ 10,329       $ 4,491    $ —         $ 14,820
Foreign currency translation adjustment
   —         (11,587 ) —         (11,587 )






Comprehensive income (loss)
   $ 10,329       $ (7,096 ) $ —         $ 3,233

	Guarantors			Non- Guarantors			Eliminations		Consolidated
Net (loss) income	$	(31,284	)	$	3,958		$	—	$	(27,326	)
Foreign currency translation adjustment		—			(11,777	)		—		(11,777	)
Comprehensive loss	$	(31,284	)	$	(7,819	)	$	—	$	(39,103	)

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

~~Nine~~Three Months Ended ~~September 30, 2015~~March 31, 2016

(In thousands)

   Guarantors Non-
Guarantors Eliminations Consolidated
Revenues:

Rental
   $ 301,863    $ 66,312    $ —      $ 368,175
Sales
   19,857    2,908    —      22,765
Other
   5,051    269    —      5,320


Total revenues
   326,771    69,489    —      396,260


Costs and expenses:

Rental, selling and general expenses
   204,774    43,035    —      247,809
Cost of sales
   12,683    2,216    —      14,899
Restructuring expenses
   4,773    —      —      4,773
Asset impairment charge and loss on divestiture, net
   66,110    18    —      66,128
Depreciation and amortization
   39,827    5,248    —      45,075


Total costs and expenses
   328,167    50,517    —      378,684


(Loss) income from operations
   (1,396 ) 18,972    —      17,576
Other income (expense):

Interest income
   7,982    —      (7,981 ) 1
Interest expense
   (33,823 ) (1,144 ) 7,981    (26,986 )
Foreign currency exchange
   —      (2 ) —      (2 )


(Loss) income before income tax (benefit) provision
   (27,237 ) 17,826    —      (9,411 )
Income tax (benefit) provision
   (9,264 ) 3,784    —      (5,480 )


Net (loss) income
   $ (17,973 ) $ 14,042    $ —      $ (3,931 )

~~MOBILE MINI, INC.~~

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME~~

~~Nine Months Ended September 30, 2015~~

~~(In thousands)~~

	Guarantors			Non- Guarantors			Eliminations		Consolidated
Cash Flows from Operating Activities:
Net income	$	6,445		$	4,553		$	—	$	10,998
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for doubtful accounts		1,155			48			—		1,203
Amortization of deferred financing costs		460			8			—		468
Amortization of long-term liabilities		29			—			—		29
Share-based compensation expense		2,473			91			—		2,564
Depreciation and amortization		13,377			1,800			—		15,177
Gain on sale of rental fleet units		(1,227	)		(151	)		—		(1,378	)
Loss on disposal of property, plant and equipment		287			51			—		338
Deferred income taxes		5,493			1,067			—		6,560
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		3,509			(1,881	)		—		1,628
Inventories		(291	)		434			—		143
Other assets		(721	)		(128	)		—		(849	)
Accounts payable		(4,191	)		1,685			—		(2,506	)
Accrued liabilities		1,219			(313	)		—		906
Intercompany		450			(450	)		—		—
Net cash provided by operating activities		28,467			6,814			—		35,281
Cash Flows from Investing Activities:
Cash paid for businesses, net of cash acquired		(9,206	)		—			—		(9,206	)
Additions to rental fleet		(6,686	)		(4,198	)		—		(10,884	)
Proceeds from sale of rental fleet units		3,278			692			—		3,970
Additions to property, plant and equipment		(5,619	)		(2,691	)		—		(8,310	)
Proceeds from sale of property, plant and equipment		640			200			—		840
Net cash used in investing activities		(17,593	)		(5,997	)		—		(23,590	)
Cash Flows from Financing Activities:
Net borrowings (repayments) under lines of credit		6,492			(1,340	)		—		5,152
Deferred financing costs		(193	)		—			—		(193	)
Principal payments on capital lease obligations		(1,401	)		(32	)		—		(1,433	)
Dividend payments		(9,152	)		—			—		(9,152	)
Purchase of treasury stock		(7,084	)		—			—		(7,084	)
Net cash used in financing activities		(11,338	)		(1,372	)		—		(12,710	)
Effect of exchange rate changes on cash		—			40			—		40
Net decrease in cash		(464	)		(515	)		—		(979	)
Cash and cash equivalents at beginning of period		1,033			580			—		1,613
Cash and cash equivalents at end of period	$	569		$	65		$	—	$	634

   Guarantors Non-
Guarantors Eliminations    Consolidated
Net (loss) income
   $ (17,973 ) $ 14,042    $ —         $ (3,931 )
Foreign currency translation adjustment
   —      (8,432 )    (8,432 )




Comprehensive (loss) income
   $ (17,973 ) $ 5,610    $ —         $ (12,363 )

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

~~CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS~~

~~Nine Months Ended September 30, 2014~~

~~(In thousands)~~

   Guarantors Non-
Guarantors Eliminations Consolidated
Revenues:

Rental
   $ 232,250    $ 64,669    $ —      $ 296,919
Sales
   20,161    3,600    —      23,761
Other
   1,287    292    —      1,579


Total revenues
   253,698    68,561    —      322,259


Costs and expenses:

Rental, selling and general expenses
   158,730    45,664    —      204,394
Cost of sales
   13,451    2,680    —      16,131
Restructuring expenses
   1,283    1,626    —      2,909
Asset impairment charge, net
   416    141    —      557
Depreciation and amortization
   22,366    5,554    —      27,920


Total costs and expenses
   196,246    55,665    —      251,911


Income from operations
   57,452    12,896    —      70,348
Other income (expense):

Interest income
   62    —      (62 ) —
Interest expense
   (20,063 ) (1,190 ) 62    (21,191 )
Foreign currency exchange
   —      (1 ) —      (1 )


Income before income tax provision
   37,451    11,705    —      49,156
Income tax provision
   14,878    2,755    —      17,633


Net income
   $ 22,573    $ 8,950    $ —      $ 31,523

MOBILE MINI, INC.

~~CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME~~

~~Nine Months Ended September 30, 2014~~

~~(In thousands)~~

   Guarantors    Non-
Guarantors Eliminations    Consolidated
Net income
   $ 22,573       $ 8,950    $ —         $ 31,523
Foreign currency translation adjustment
   —         (4,321 )    (4,321 )






Comprehensive income
   $ 22,573       $ 4,629    $ —         $ 27,202

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

~~MOBILE MINI, INC.~~

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

~~Nine~~Three Months Ended ~~September 30,~~March 31, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations		Consolidated			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net (loss) income	$	(17,973	)	$	14,042		$	—	$	(3,931	)	$	(31,284	)	$	3,958		$	—		$	(27,326	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Asset impairment charge and loss on divestiture, net		66,110			18			—		66,128
Asset impairment charge, net													64,726			—			—			64,726
Provision for doubtful accounts		2,281			545			—		2,826			947			222			—			1,169
Amortization of deferred financing costs		2,340			44			—		2,384			775			14			—			789
Amortization of long-term liabilities		75			1			—		76			25			—			—			25
Share-based compensation expense		10,538			295			—		10,833			3,160			90			—			3,250
Depreciation and amortization		39,827			5,248			—		45,075			13,848			1,691			—			15,539
Gain on sale of rental fleet units		(4,838	)		(358	)		—		(5,196	)		(1,826	)		(146	)		—			(1,972	)
Loss on disposal of property, plant and equipment		1,665			370			—		2,035			219			116			—			335
Deferred income taxes		(9,869	)		3,783			—		(6,086	)		(19,192	)		959			—			(18,233	)
Foreign currency loss		—			2			—		2									—			—
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		(4,306	)		(2,172	)		—		(6,478	)		188			(824	)		—			(636	)
Inventories		(1,099	)		224			—		(875	)		(75	)		232			—			157
Deposits and prepaid expenses		(2,415	)		(3,008	)		—		(5,423	)
Other assets and intangibles		8			—			—		8
Other assets													357			98			—			455
Accounts payable		5,850			771			—		6,621			751			282			—			1,033
Accrued liabilities		5,904			(182	)		—		5,722			(467	)		(372	)		—			(839	)
Intercompany		1,258			(1,258	)		—		—			683			(844	)		161			—

Net cash provided by operating activities		95,356			18,365			—		113,721			32,835			5,476			161			38,472

Cash Flows from Investing Activities:
Proceeds from mobile wood office divestiture		83,272			27			—		83,299
Cash paid for businesses, net of cash acquired		(17,422	)		(1,200	)		—		(18,622	)
Cash paid for businesses acquired, net of cash acquired													—			(1,200	)		—			(1,200	)
Additions to rental fleet		(37,085	)		(16,455	)		—		(53,540	)		(5,745	)		(4,735	)		—			(10,480	)
Proceeds from sale of rental fleet units		11,693			1,607			—		13,300			4,268			574			—			4,842
Additions to property, plant and equipment		(14,929	)		(2,989	)		—		(17,918	)		(3,307	)		(934	)		—			(4,241	)
Proceeds from sale of property, plant and equipment		1,904			543			—		2,447			243			364			—			607

Net cash provided by (used in) investing activities		27,433			(18,467	)		—		8,966

Net cash used in investing activities													(4,541	)		(5,931	)		—			(10,472	)
Cash Flows from Financing Activities:
Net borrowings (repayments) under lines of credit		(42,391	)		253			—		(42,138	)
Net repayments under lines of credit													(4,602	)		619			(154	)		(4,137	)
Deferred financing costs		(113	)		—			—		(113	)		(100	)		—			—			(100	)
Principal payments on capital lease obligations		(2,834	)		(49	)		—		(2,883	)		(828	)		(14	)		(7	)		(849	)
Issuance of common stock		1,670			—			—		1,670			32			—			—			32
Dividend payments		(25,308	)		—			—		(25,308	)		(8,509	)		—			—			(8,509	)
Purchase of treasury stock		(55,819	)		—			—		(55,819	)		(15,284	)		—			—			(15,284	)

Net cash (used in) provided by financing activities		(124,795	)		204			—		(124,591	)		(29,291	)		605			(161	)		(28,847	)

Effect of exchange rate changes on cash		—			(122	)		—		(122	)		—			156			—			156

Net decrease in cash		(2,006	)		(20	)		—		(2,026	)
Net increase (decrease) in cash													(997	)		306			—			(691	)
Cash and cash equivalents at beginning of period		2,977			762			—		3,739			2,977			762			—			3,739

Cash and cash equivalents at end of period	$	971		$	742		$	—	$	1,713		$	1,980		$	1,068		$	—		$	3,048

~~MOBILE MINI, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued~~

~~MOBILE MINI, INC.~~

~~CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS~~

~~Nine Months Ended September 30, 2014~~

~~(In thousands)~~

   Guarantors Non-
Guarantors Eliminations    Consolidated
Cash Flows from Operating Activities:

Net income
   $ 22,573    $ 8,950    $ —         $ 31,523
Adjustments to reconcile net income to net cash provided by operating activities:

Asset impairment charge, net
   416    141    —         557
Provision for doubtful accounts
   1,633    424    —         2,057
Amortization of deferred financing costs
   2,062    46    —         2,108
Amortization of long-term liabilities
   121    3    —         124
Share-based compensation expense
   11,024    549    —         11,573
Depreciation and amortization
   22,366    5,554    —         27,920
(Gain) loss on sale of rental fleet units
   (5,078 ) 582    —         (4,496 )
(Gain) loss on disposal of property, plant and equipment
   (429 ) 248    —         (181 )
Deferred income taxes
   14,602    2,731    —         17,333
Foreign currency loss
   —      1    —         1
Changes in certain assets and liabilities, net of effect of businesses acquired:

Receivables
   (6,896 ) (2,987 ) —         (9,883 )
Inventories
   819    306    —         1,125
Deposits and prepaid expenses
   (891 ) (29 ) —         (920 )
Other assets and intangibles
   73    (45 ) —         28
Accounts payable
   2,589    2,517    —         5,106
Accrued liabilities
   3,329    454    —         3,783
Intercompany
   3,243    (3,243 ) —         —




Net cash provided by operating activities
   71,556    16,202    —         87,758




Cash Flows from Investing Activities:

Cash paid for businesses, net of cash acquired
   (20,014 ) —      —         (20,014 )
Additions to rental fleet
   (8,927 ) (7,383 ) —         (16,310 )
Proceeds from sale of rental fleet units
   14,708    3,105    —         17,813
Additions to property, plant and equipment
   (9,658 ) (2,019 ) —         (11,677 )
Proceeds from sale of property, plant and equipment
   3,021    353    —         3,374




Net cash used in investing activities
   (20,870 ) (5,944 ) —         (26,814 )




Cash Flows from Financing Activities:

Net repayments under lines of credit
   (2,372 ) (9,554 ) —         (11,926 )
Principal payments on capital lease obligations
   (1,332 ) (14 ) —         (1,346 )
Issuance of common stock
   2,572    —      —         2,572
Dividend payments
   (23,583 ) —      —         (23,583 )
Purchase of treasury stock
   (25,467 ) —      —         (25,467 )




Net cash used in financing activities
   (50,182 ) (9,568 ) —         (59,750 )




Effect of exchange rate changes on cash
   —      (838 ) —         (838 )




Net increase (decrease) in cash
   504    (148 ) —         356
Cash and cash equivalents at beginning of period
   (190 ) 1,446       1,256




Cash and cash equivalents at end of period
   $ 314    $ 1,298    $ —         $ 1,612

~~ITEM~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our December 31, ~~2014~~2015 consolidated financial statements and the accompanying notes thereto which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014~~2015 filed with the Securities and Exchange Commission (“SEC”). This discussion contains forward-looking statements. Forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties. Our actual results may differ materially from those anticipated in our forward-looking statements. The tables and information in this “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” section were derived from exact numbers and may have immaterial rounding differences.

Overview

Executive Summary

We believe we are the world’s leading provider of portable storage solutions, maintaining a strong leadership position in virtually all markets served. Our mission is to be the leader in portable storage solutions to customers throughout North America and the U.K. and specialty containment solutions in the U.S. We are committed to providing our customers with superior service and access to a high-quality and diverse fleet. In managing our business, we focus on renting rather than selling our units, with rental revenues representing approximately ~~92.9%~~94.2% of our total revenues for the ~~nine~~three months ended ~~September 30, 2015.~~March 31, 2016. We believe this strategy is highly attractive and provides ~~us with~~ predictable, recurring revenue. Additionally, our assets have long useful lives and low maintenance ~~costs and generally maintain their value throughout their useful lives.~~costs. We also sell new and used units, and provide delivery, installation and other ancillary products and value-added services.

On December 10, 2014, we completed the acquisition (the “ETS Acquisition”) of Evergreen Tank Solutions (“ETS”). ETS is the third largest provider of specialty containment solutions in the U.S. and the leading provider in the Gulf Coast region. ETS operates as a separate subsidiary under the ETS name (as does its own subsidiary, Water Movers, Inc.), and its operations are included in our results of operations for the nine months ended September 30, 2015.

On May 15, 2015, we completed the divestiture of our North American wood mobile office fleet. Our business strategy is to invest in high return, low maintenance, long-lived assets. Wood mobile offices require more maintenance and upkeep than Mobile Mini’s steel containers and steel ground level offices, resulting in lower margins as compared to our other portable storage products, as well as the newly-acquired specialty containment products. During March 2015, we entered into discussions regarding the possible sale of our wood mobile offices within our North American ~~Portable Storage~~portable storage segment. The discussions indicated that the fleet might be sold at an amount below carrying value and we conducted a review for impairment for these long-lived assets as of March 31, 2015. Based on this review, an impairment loss was recorded in the quarter ended March 31, 2015. Upon completion of the sale in May 2015, a loss on sale was recorded. The total impairment and loss on the divestiture of the wood mobile offices was $66.1 million during the nine-month period ended September 30, 2015. See additional discussion regarding the impairment and the divestiture of the wood mobile offices in Note 5 “Impairment and Divestiture of North American Wood Mobile Offices” to the accompanying condensed consolidated financial statements. The wood mobile office business was ultimately divested as of May 15, 2015. As such, activity associated with the wood mobile office business is included in the three months ended March 31, 2015, and no wood mobile office business is included for the corresponding period in the current year.

As of ~~September 30, 2015,~~March 31, 2016, our network includes ~~133~~130 portable storage locations, 1918 specialty containment locations and 611 combined locations. Our portable storage fleet consists of approximately ~~209,500~~206,100 units and our specialty containment business has a fleet of approximately ~~11,400~~11,900 units.

Business Environment and Outlook. Excluding the divested wood mobile business, approximately ~~61%~~62% of our estimated combined rental revenue ~~(including estimated ETS rental revenue prior to the time of acquisition)~~ during the twelve-month period ended ~~September 30, 2015~~March 31, 2016 was derived from our North American portable storage business, ~~18%~~17% was derived from our U.K. portable storage business and 21% was derived from our specialty containment business. Our business is subject to the general health of the economy and we utilize a variety of general economic indicators to assess market trends and determine the direction of our business.

Based on our assessment, we expect that the majority of our end markets will continue to drive demand for our products. In particular, construction, which represents approximately ~~41%~~42% of our consolidated rental revenue, is forecasted ~~by third parties~~ for continued growth for the next several years. While only 3% of our consolidated rental revenue is generated by oil and gas customers, the oil and gas industry is forecasted ~~by third parties~~ to continue to remain challenged in the near term.

Accounting and Operating Overview

Our principal operating revenues and expenses are:

Revenues:

Rental revenues include all rent and ancillary revenues we receive for our rental fleet.

Sales revenues consist primarily of sales of new and used portable storage products, used specialty containment fleet, and to a lesser extent, parts and supplies sold to specialty containment customers.

Costs and expenses:

Rental, selling and general expenses include, among other expenses, payroll and payroll-related costs including share-based compensation and commissions for our sales team, fleet transportation and fuel costs, repair and maintenance costs for our rental fleet and transportation equipment, real estate lease expense, insurance costs, and general corporate expenses.

Cost of sales is the net book value of the units that were sold during the reported period and includes both our cost to buy, transport, remanufacture and modify used containers and our cost to manufacture portable storage units and other structures. To a lesser extent, cost of sales includes parts and supplies sold to specialty containment customers.

Depreciation and amortization includes depreciation on our rental fleet, our property, plant and equipment, and amortization of definite-lived intangible assets.

Our principal ~~assets consist of~~asset is our rental fleet, which is capitalized at cost and depreciated over the estimated useful life of the unit using the straight-line method. Rental fleet is depreciated whether or not it is out on rent. Capitalized cost of rental fleet includes the price paid to acquire the unit and freight charges to the location when the unit is first placed in service and, when applicable, the cost of manufacturing or remanufacturing, which includes the cost of customizing units. Ordinary repair and maintenance costs are charged to operations as incurred.

The table below outlines the composition of our portable storage rental fleet at ~~September 30, 2015:~~March 31, 2016:


	Rental Fleet			Number of Units		Percentage of Units			Rental Fleet			Number of Units		Percentage of Units
	(In thousands)								(In thousands)
Steel storage containers	$	622,312			177,727		85	%	$	614,056			174,311		85	%
Steel ground level offices		347,198			29,357		14			349,196			29,673		14
Other		7,304			2,374		1			6,823			2,074		1

Portable storage rental fleet		976,814			209,458		100	%		970,075			206,058		100	%

Accumulated depreciation		(141,043	)							(142,785	)

Portable storage rental fleet, net	$	835,771							$	827,290

The tables below outline the composition of our specialty containment rental fleet at ~~September 30, 2015:~~March 31, 2016:


	Rental Fleet			Number of Units		Percentage of Units			Rental Fleet			Number of Units		Percentage of Units
	(In thousands)								(In thousands)
Steel tanks	$	55,561			2,912		25	%	$	56,761			2,906		24	%
Roll-off boxes		24,453			4,968		43			28,226			5,426		46
Stainless steel tank trailers		25,103			602		5			29,188			660		6
Vacuum boxes		9,752			1,127		10			10,207			1,148		10
Dewatering boxes		5,655			689		6			5,375			643		5
Pumps and filtration equipment		13,302			1,135		11			14,005			1,115		9
Other		8,047			n/a					7,507		n/a

Specialty containment rental fleet		141,873	��		11,433		100	%		151,269			11,898		100	%

Accumulated depreciation		(13,296	)							(21,032	)

Specialty containment rental fleet, net	$	128,577							$	130,237

We are a capital-intensive business. Therefore, in addition to focusing on measurements calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”), we focus on EBITDA, adjusted EBITDA, and free cash flow to measure our operating results. EBITDA, adjusted EBITDA and the resultant margins, as well as free cash flow are non-GAAP financial measures. As such, we include in this Quarterly Report on Form 10-Q reconciliations to their most directly comparable GAAP financial measures. These reconciliations and a description of the limitations of these measures are included below in this report.

Non-GAAP Data and Reconciliations

EBITDA and Adjusted EBITDA.EBITDA~~. EBITDA eliminates the effect of financing transactions that we enter into and~~ is defined as net income before discontinued operation, net of tax (if applicable), interest expense, income taxes, depreciation and amortization, and debt restructuring or extinguishment expense (if applicable), including any write-off of deferred financing costs. Adjusted EBITDA further excludes certain non-cash expenses, ~~such as share-based compensation,~~ as well as transactions that management believes are not indicative of our ongoing business. Because EBITDA and adjusted EBITDA, as defined, exclude some but not all items that affect our cash flow from operating activities, they may not be comparable to similarly titled performance measures presented by other companies.

We present EBITDA and adjusted EBITDA because we believe that they provide an overall evaluation of our financial condition and ~~that they provide~~ useful information regarding our ability to meet our future debt payment requirements, capital expenditures and working capital requirements. EBITDA and adjusted EBITDA have certain limitations as analytical tools and should not be used as substitutes for net income, cash flows, ~~from operations,~~ or other consolidated income or cash flow data prepared in accordance with GAAP. EBITDA and adjusted EBITDA margins are calculated as EBITDA and adjusted EBITDA divided by total revenues expressed as a percentage.

Reconciliation of net income (loss) to EBITDA and adjusted EBITDA is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2015			2014			2015			2014			2016			2015
	(In thousands)						(In thousands)						(In thousands)
Net income (loss)	$	13,979		$	14,820		$	(3,931	)	$	31,523		$	10,998		$	(27,326	)
Interest expense		8,960			7,107			26,986			21,191			8,484			9,059
Income tax provision (benefit)		7,536			8,244			(5,480	)		17,633			6,713			(18,031	)
Depreciation and amortization		14,998			9,470			45,075			27,920			15,177			15,539

EBITDA		45,473			39,641			62,650			98,267			41,372			(20,759	)
Share-based compensation expense (1)		3,418			4,156			9,283			11,297			2,564			3,250
Restructuring expenses (2)		1,846			593			4,773			2,909			2,248			483
Acquisition-related expenses (3)		398			37			2,393			76			—			1,002
Asset impairment charge and loss on divestiture, net (4)		—			—			66,128			557
Transition services revenue (5)		(1,455	)		—			(2,920	)		—
Transition services expense (5)		2,232			—			3,947			—
Sales tax refund (6)		—			—			(1,176	)		—
Expenses related to proposed unclaimed property settlement (7)		192			—			834			—

Asset impairment charge, net (4)														—			64,726
Sales tax refund (5)														—			(1,176	)
Adjusted EBITDA	$	52,104		$	44,427		$	145,912		$	113,106		$	46,184		$	47,526

EBITDA margin		34.1	%		35.0	%		15.8	%		30.5	%		33.2	%		(15.7	)	%
Adjusted EBITDA margin (8)		39.5			39.2			37.2			35.1
Adjusted EBITDA margin (6)														37.1			36.2

Reconciliation of net cash provided by operating activities to EBITDA, the most directly comparable GAAP measure, is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2015			2014			2015			2014			2016			2015
	(In thousands)						(In thousands)						(In thousands)
Net cash provided by operating activities	$	42,820		$	38,473		$	113,721		$	87,758		$	35,281		$	38,472
Interest paid		4,517			2,203			20,422			14,494			3,878			4,190
Income and franchise taxes paid		1,581			167			3,274			945			68			273
Share-based compensation expense, including restructuring expense (1)(2)		(4,096	)		(4,432	)		(10,833	)		(11,573	)
Asset impairment charge and loss on divestiture, net (4)		—			—			(66,128	)		(557	)
Share-based compensation expense (1)														(2,564	)		(3,250	)
Asset impairment charge, net (4)														—			(64,726	)
Gain on sale of rental fleet		1,553			2,001			5,196			4,496			1,378			1,972
Loss on disposal of property, plant and equipment		(553	)		540			(2,035	)		181			(338	)		(335	)
Change in certain assets and liabilities, net of effect of businesses acquired:
Receivables		6,041			6,566			3,652			7,826			(2,831	)		(533	)
Inventories		125			(1,070	)		875			(1,125	)		(143	)		(157	)
Deposits and prepaid expenses		2,497			(936	)		5,423			920
Other assets and intangibles		(13	)		(39	)		(8	)		(28	)
Other assets														849			(455	)
Accounts payable and accrued liabilities		(8,999	)		(3,832	)		(10,909	)		(5,070	)		5,794			3,790

EBITDA	$	45,473		$	39,641		$	62,650		$	98,267		$	41,372		$	(20,759	)

(1)

Share-based compensation represents non-cash compensation expense associated with the granting of equity instruments. ~~The reconciliation of net cash provided by operating activities to EBITDA includes share-based compensation recognized within restructuring expense.~~ For more information, see Note 13 “Share-Based Compensation” to the accompanying condensed consolidated financial statements.

(2)

The Company has undergone restructuring actions to align its business operations. These activities materially change the scope of the business or the manner in which the business is conducted. For more information, see Note 14 “Restructuring” to the accompanying condensed consolidated financial statements.

(3)	Incremental costs associated with acquisitions.

(4)

~~In 2015, these~~

These costs represent asset impairment charge ~~and loss~~ on the wood mobile office divestiture, net. For more information about the wood mobile office divestiture, see Note 5 “Impairment and Divestiture of North American Wood Mobile Offices” to the accompanying condensed consolidated financial statements. In 2014, these costs represent the additional loss upon completion of sale (offset by gains upon completion of sale) of assets that were written down to fair value in the second quarter of 2013.statements

(5)	Transition services revenue and operating expenses associated with the provision of transition services related to the wood mobile divestiture, including expenses related to wood mobile offices on our leased properties.

~~(6)~~

Revenue associated with a sales tax ~~refund recorded in the first quarter.~~refund.

~~(7)~~

(6)

~~Expenses related to the proposed settlement of an outstanding unclaimed property liability with the state of Delaware.~~

~~(8)~~

Revenue discussed above associated with the sales tax refund ~~and the transition services were~~was excluded in the calculation of the adjusted EBITDA ~~margin.~~margin for the 2015 period.

Free Cash Flow. Free cash flow is defined as net cash provided by operating activities, minus or plus, net cash used in or provided by investing activities, excluding acquisitions and certain ~~transactions, including the cash received related to the divestiture of the wood mobile office fleet.~~transactions. Free cash flow is a non-GAAP financial measure and is not intended to replace net cash provided by operating activities, the most directly comparable financial measure prepared in accordance with GAAP. We present free cash flow because we believe it provides useful information regarding our liquidity and ability to meet our short-term obligations. In particular, free cash flow indicates the amount of cash available after capital expenditures for, among other things, investments in our existing business, debt service obligations, payment of authorized quarterly dividends, repurchase of our common stock and strategic small acquisitions.

Reconciliation of net cash provided by operating activities to free cash flow is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2015			2014			2015			2014			2016			2015
	(In thousands)						(In thousands)						(In thousands)
Net cash provided by operating activities	$	42,820		$	38,473		$	113,721		$	87,758		$	35,281		$	38,472

Additions to rental fleet, excluding acquisitions		(25,731	)		(8,160	)		(53,540	)		(16,310	)		(10,884	)		(10,480	)
Proceeds from sale of rental fleet		3,925			5,794			13,300			17,813			3,970			4,842
Additions to property, plant and equipment, excluding acquisitions		(6,306	)		(6,936	)		(17,918	)		(11,677	)		(8,310	)		(4,241	)
Proceeds from sale of property, plant and equipment		770			1,923			2,447			3,374			840			607

Net capital expenditures, excluding acquisitions		(27,342	)		(7,379	)		(55,711	)		(6,800	)		(14,384	)		(9,272	)

Free cash flow	$	15,478		$	31,094		$	58,010		$	80,958		$	20,897		$	29,200

RESULTS OF OPERATIONS

Three Months Ended ~~September 30, 2015,~~March 31, 2016, Compared to Three Months Ended ~~September 30, 2014~~March 31, 2015


	Three Months Ended September 30,						Percent of Revenue Three Months Ended September 30,						Increase (Decrease) 2015 versus 2014					Three Months Ended March 31,						Percent of Revenue Three Months Ended March 31,								Increase (Decrease)
	2015			2014			2015			2014			Increase (Decrease) 2015 versus 2014					2016			2015			2016				2015				2016 versus 2015
	(In thousands, except percentages)																	(In thousands, except percentages)
Revenues:
Rental	$	124,813		$	104,798			93.6	%		92.5	%	$	20,015		19.1	%	$	117,356		$	123,117			94.2		%		92.8		%	$	(5,761	)		(4.7	)	%
Sales		6,594			7,913			4.9			7.0			(1,319	)	(16.7	)		6,891			7,972			5.5				6.0				(1,081	)		(13.6	)
Other		1,936			611			1.5			0.5			1,325		216.9			286			1,540			0.2				1.2				(1,254	)		(81.4	)

Total revenues		133,343			113,322			100.0			100.0			20,021		17.7			124,533			132,629			100.0				100.0				(8,096	)		(6.1	)

Costs and expenses:
Rental, selling and general expenses		81,659			67,889			61.2			59.9			13,770		20.3			76,302			83,046			61.3				62.6				(6,744	)		(8.1	)
Cost of sales		4,366			5,199			3.3			4.6			(833	)	(16.0	)		4,611			5,133			3.7				3.9				(522	)		(10.2	)
Restructuring expenses		1,846			593			1.4			0.5			1,253		211.3			2,248			483			1.8				0.4				1,765			365.4
Asset impairment charge, net																			—			64,726			—				48.8				(64,726	)	n/a
Depreciation and amortization		14,998			9,470			11.2			8.4			5,528		58.4			15,177			15,539			12.2				11.7				(362	)		(2.3	)

Total costs and expenses		102,869			83,151			77.1			73.4			19,718		23.7			98,338			168,927			79.0				127.4				(70,589	)		(41.8	)

Income from operations		30,474			30,171			22.9			26.6			303		1.0
Income (loss) from operations																			26,195			(36,298	)		21.0				(27.4	)			62,493			(172.2	)
Other income (expense):
Interest income		1			—			—			—			1		n/a
Interest expense		(8,960	)		(7,107	)		(6.7	)		(6.3	)		(1,853	)	26.1			(8,484	)		(9,059	)		(6.8	)			(6.8	)			575			(6.3	)
Foreign currency exchange		—			—			—			—			—

Income before income tax provision		21,515			23,064			16.1			20.4			(1,549	)
Income tax provision		7,536			8,244			5.7			7.3			(708	)

Net income	$	13,979		$	14,820			10.5	%		13.1	%	$	(841	)


	Three Months Ended September 30,						Percent of Revenue Three Months Ended September 30,						Increase (Decrease) 2015 versus 2014
	2015			2014			2015			2014			Increase (Decrease) 2015 versus 2014
	(In thousands, except percentages)
EBITDA	$	45,473		$	39,641			34.1	%		35.0	%	$	5,832		14.7	%
Adjusted EBITDA (1)		52,104			44,427			39.5			39.2			7,677		17.3
Free Cash Flow		15,478			31,094			11.6			27.4			(15,616	)	(50.2	)
Income (loss) before income tax
provision (benefit)																			17,711			(45,357	)		14.2				(34.1	)			63,068
Income tax provision (benefit)																			6,713			(18,031	)		5.4				(13.6	)			24,744
Net income (loss)																		$	10,998		$	(27,326	)		8.8		%		(20.5	)	%	$	38,324

	Three Months Ended March 31,					Percent of Revenue Three Months Ended March 31,							Increase (Decrease)
	2016		2015			2016			2015				2016 versus 2015
	(In thousands, except percentages)
EBITDA	$	41,372	$	(20,759	)		33.2	%		(15.7	)	%	$	62,131		(299.3	)	%
Adjusted EBITDA (1)		46,184		47,526			37.1			36.2				(1,342	)	(2.8	)
Free Cash Flow		20,897		29,200			16.8			22.0				(8,303	)	(28.4	)

(1)	The calculation of adjusted EBITDA as a percentage of revenue for the 2015 ~~periods~~period includes a reduction to revenues related to transactions not indicative of our business. See “Non-GAAP Data and Reconciliations” earlier in this report.

Total Revenues. The following table depicts ~~revenue~~revenues by type of business for the three-month periods ended ~~September 30:~~March 31:


	Three Months Ended September 30,
	Portable Storage									Specialty Containment		Portable Storage
	2015		2014		Increase (Decrease) 2015 versus 2014					2015		2016		2015		Increase (Decrease) 2016 versus 2015
	(In thousands, except percentages)											(In thousands, except percentages)
Revenues:
Rental	$	98,855	$	104,798	$	(5,943	)	(5.7	)%	$	25,958	$	93,728	$	99,004	$	(5,276	)	(5.3	)	%
Sales		4,830		7,913		(3,083	)	(39.0	)		1,764		5,292		5,962		(670	)	(11.2	)
Other		1,909		611		1,298		212.4			27		267		1,529		(1,262	)	(82.5	)

Total revenues	$	105,594	$	113,322	$	(7,728	)	(6.8	)	$	27,749	$	99,287	$	106,495	$	(7,208	)	(6.8	)

~~Total~~

	Specialty Containment
	2016		2015		Increase (Decrease) 2016 versus 2015
	(In thousands, except percentages)
Revenues:
Rental	$	23,628	$	24,113	$	(485	)	(2.0	)	%
Sales		1,599		2,010		(411	)	(20.4	)
Other		19		11		8		72.7
Total revenues	$	25,246	$	26,134	$	(888	)	(3.4	)

Of the $124.5 million of total revenues for the ~~quarter~~three months ended ~~September 30, 2015 increased $20.0~~March 31, 2016, $99.3 million, or ~~17.7%, to $133.3 million, compared to $113.3 million for the same period in 2014. The increase is due to $27.7 million~~79.7% related to ~~the acquired~~portable storage business and $25.2 million, or 20.3% related to specialty containment ~~business, partially offset by a $7.7~~business. In the three-month period ended March 31, 2015, $106.5 million, ~~decrease in~~or 80.3% related to portable storage ~~revenues resulting from~~business and $26.1 million, or 19.7% related to specialty containment business. The wood mobile office business divested in May 2015 contributed approximately $11.3 million of total revenue and $10.6 million of rental revenue during the ~~divestiture~~three months ended March 31, 2015.

Rental Revenues. Excluding the effect of the wood mobile office ~~business, which contributed $12.0~~divestiture discussed previously, portable storage rental revenue increased $5.3 million, ~~of total revenue in~~or 6.0%, as compared to the prior-year quarter. ~~Rental revenues as a percentage of total revenues~~The increase was 93.6%, compared to 92.5% in the prior-year quarter. Rental revenues for the quarter ended September 30, 2015 increased $20.0 million, or 19.1%, to $124.8 million, compared to $104.8 million for the same period in 2014. Specialty containment rental revenue of $26.0 million was partially offset by a decrease of $5.9 million in portable storage rental revenues, from $104.8 million to $98.9 million.

The decreased rental revenues within the portable storage business is a result of the second quarter 2015 divestiture of wood mobile offices discussed previously. In the third quarter of 2015, the Company did not have any revenue related to the divested assets, as compared to $11.4 million of associated rental revenue in the third quarter of 2014.

~~Rental revenue related to the remaining portable storage business increased approximately $5.4 million, or 5.8%,~~ driven by a ~~3.7%~~2.3% increase in year-over-year rental rates ~~as well as~~and a ~~3.9%~~2.8% increase in units on rent. In addition, there was one more day in the current quarter as compared to the corresponding quarter in the prior year. These increases in revenue were partially offset by unfavorable currency translation rates in the current year, as compared to the prior year. Adjusted for the change in currency translation rates and excluding the divested assets, rental revenue increased approximately ~~7.7%.~~7.3%, as compared to the prior-year quarter. Excluding the divested wood mobile offices and adjusted for the unfavorable currency effect, yield (calculated as rental revenues divided by average units on rent) increased approximately ~~3.6%~~4.4% as compared to the prior-year quarter, largely driven by the rate increase and additional day in the current-year quarter.

~~Portable storage sales revenue~~Rental revenues within the specialty containment business decreased $0.5 million, or 2.0%, for the ~~quarter~~three-month period ended ~~September 30, 2015 decreased $3.1 million, or 39%, to $4.8 million,~~March 31, 2016, as compared to ~~$7.9 million in~~ the same period in ~~2014.~~the prior year. Revenue ~~from specialty containment sales was $1.8 million for~~increases in both our downstream and diversified revenue sectors were more than offset by decreased activity in the upstream oil and gas sector. Rates in the current-year quarter ~~ended September 30, 2015.~~were up slightly as compared with the same period in the prior year.

Sales Revenues. We focus on rental ~~revenues; as~~revenues. As such and in general, sales of units from our fleet occur due to a particular customer need, or due to having fleet in excess of demand at a particular location. Portable storage sales revenue for the quarter ended March 31, 2016 decreased $0.7 million, or 11.2%, to $5.3 million, compared to $6.0 million in the same period in 2015. Specialty containment sales revenue for the quarter ended March 31, 2016 decreased $0.4 million, or 20.4%, to $1.6 million, compared to $2.0 million in the same period in 2015.

Costs and expenses. The following table depicts costs and expenses by type of business for the three-month periods ended ~~September 30:~~March 31:

												Three Months Ended March 31,
	Three Months Ended September 30,											Portable Storage
	Portable Storage									Specialty Containment		2016		2015		Increase (Decrease) 2016 versus 2015
	2015		2014		Increase (Decrease) 2015 versus 2014					2015		(In thousands, except percentages)
	(In thousands, except percentages)
Costs and Expenses
Costs and expenses:
Rental, selling and general expenses	$	66,290	$	67,889	$	(1,599	)	(2.4	)%	$	15,369	$	60,854	$	67,232	$	(6,378	)		(9.5	)	%
Cost of sales		3,124		5,199		(2,075	)	(39.9	)		1,242		3,399		3,864		(465	)		(12.0	)
Restructuring expenses		248		593		(345	)	(58.2	)		1,598		2,182		217		1,965		n/a
Asset impairment charge, net													—		64,726		(64,726	)	n/a
Depreciation and amortization		8,404		9,470		(1,066	)	(11.3	)		6,594		8,138		9,466		(1,328	)		(14.0	)

Total costs and expenses	$	78,066	$	83,151	$	(5,085	)	(6.1	)	$	24,803	$	74,573	$	145,505	$	(70,932	)		(48.7	)

	Three Months Ended March 31,
	Specialty Containment
	2016		2015		Increase (Decrease) 2016 versus 2015
	(In thousands, except percentages)
Costs and expenses:
Rental, selling and general expenses	$	15,448	$	15,814	$	(366	)		(2.3	)	%
Cost of sales		1,212		1,269		(57	)		(4.5	)
Restructuring expenses		66		266		(200	)	n/a
Depreciation and amortization		7,039		6,073		966			15.9
Total costs and expenses	$	23,765	$	23,422	$	343			1.5

Rental, Selling and General Expenses.Rental, selling and general expenses ~~for portable storage~~in total decreased ~~$1.6~~$6.7 million ~~or 2.4%.~~primarily due to the divestiture of our wood mobile office business. As a percentage of total ~~portable storage~~ revenues, rental, selling and general expenses ~~increased to 62.8% in the current quarter, from 59.9% in~~were 61.3% for the three months ended ~~September 30, 2014. The increase as a percentage of revenues was largely driven by $2.2~~March 31, 2016, which is down from 62.6% in the prior year (62.4% when excluding $1.0 million of ~~expense associated with~~acquisition-related costs in the ~~transition services agreement, $0.4~~prior-year quarter, as well as $1.2 million of other revenue related to a sales tax refund in the prior-year quarter).

Within portable storage, after excluding the $1.0 million of acquisition-related expenses ~~and $0.2~~in the prior-year quarter, the remaining decrease of $5.4 million ~~related~~for the three months ended March 31, 2016, as compared to ~~a proposed unclaimed property settlement. Excluding these items, which we do not consider to be indicative of our business, as well as~~ the ~~$1.2 million of transition services revenue; rental, selling and general expenses were 61.0% of total portable storage revenues.~~

~~The $2.8 million increase~~same period in ~~expenses discussed above~~the prior year, was more than offset by approximately $4.4 million of other net decreases, resulting in a $1.6 million total net decrease in rental, selling and general expense within the portable storage business. These decreases were driven largely by lower fleet freight and fuel ~~and repairs and maintenance~~ resulting ~~primarily~~ from decreased activity related to the wood mobile office ~~business. In addition,~~business and decreasing fuel prices and fleet positioning activity contributed to this decrease. Excluding expenses associated with the provision of transition services, repairs and maintenance on our portable storage rental fleet as a percentage of rental revenue was 5.3%, compared to 6.4% in the prior-year quarter.

~~The approximately $2.2 million in expenses incurred to provide transition services related~~prices. Additionally, less yard space needs subsequent to the divestiture of our wood mobile ~~offices includes direct~~office business contributed to lower rent expense. Payroll expense for portable storage in the current quarter was consistent with the prior-year quarter, as increases in salaries and wages were offset by a decrease in incentive compensation.

Rental, selling and general expenses for specialty containment business decreased $0.4 million, or 2.3%, in the current-year quarter, as compared to ~~transport~~the prior-year quarter. The decrease was primarily due to lower fleet freight and ~~maintain the assets on behalf of the purchaser,~~fuel resulting from decreased upstream activity, as well as ~~expenses incurred related to wood mobile offices on our leased properties and certain administrative expenses such as billing and revenue collection.~~a decrease in incentive compensation.

~~Specialty containment rental, selling and general expense was $15.4 million for the quarter ended September 30, 2015, or 55.4%~~Cost of ~~total specialty containment revenues.~~

Sales.Cost of sales is the cost related to our sales revenue only. Within the portable storage business, cost of sales was ~~$3.1~~$3.4 million and ~~$5.2~~$3.9 million in the quarters ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. Portable storage sales revenue, less cost of sales (sales profit), was ~~$1.7~~$1.9 million and ~~$2.7~~$2.1 million for the three-month periods ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. Sales profit expressed as a percentage of sales revenue (sales profit margin) was ~~35.3%~~35.8% in the quarter ended ~~September 30, 2015~~March 31, 2016 and ~~34.3%~~35.2% in the prior-year quarter. ~~Cost~~

Within the specialty containment business, cost of sales ~~related to our specialty containment products~~ was $1.2 million and $1.3 million in the ~~quarter~~quarters ended ~~September 30, 2015.~~March 31, 2016 and 2015, respectively. Specialty containment ~~products~~ sales profit ~~and profit margin were $0.5~~was $0.4 million and ~~29.6%~~$0.7 million for the three-month periods ended March 31, 2016 and 2015, respectively.

Asset Impairment Charge, net. The $64.7 million net asset impairment charge for the three months ended March 31, 2015 is due to the impairment of our wood mobile offices in our North American portable storage segment. See additional discussion regarding the ~~quarter ended September 30, 2015.~~

impairment of the wood mobile office assets in Note 5 “Impairment and Divestiture of North American Wood Mobile Offices” to the accompanying condensed consolidated financial statements.

~~In the third quarter of~~Restructuring. Restructuring expenses in 2016 and 2015 ~~restructuring costs~~primarily relate ~~primarily~~ to ~~activities associated with~~ the integration of our wholly-owned subsidiary, ETS, which was acquired on December 10, 2014, into the existing Mobile Mini infrastructure, including ~~the Company’s~~our shift from managing ~~its~~ operations on a product-oriented basis to a geographic, customer-focused ~~organization. To~~organization; and, to support this shift, the ~~Company aligned~~re-alignment of sales leadership with operational leadership. ~~The 2014 restructuring costs primarily relate to the transition of key leadership positions.~~

~~We expect the restructuring costs associated with the projects noted above to continue throughout the remainder of 2015 and 2016.~~ In addition, ~~upon the completion of the wood mobile office divestiture, including transition services, we expect further~~included in restructuring ~~costs as we consolidate yards and reduce yard space to reduce ongoing costs.~~

~~Depreciation and amortization expense increased $5.5 million~~expenses for the three months ended ~~September 30, 2015, as compared~~March 31, 2016 are costs related to our shift away from the ~~prior-year quarter. Increased depreciation of $6.6 million~~wood mobile office business, primarily related to the ~~specialty containment business was partially offset by a decrease~~abandonment of ~~$1.1 million related to the portable storage business~~yards.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased due to the divestiture of the wood mobile ~~offices.~~

~~Adjusted EBITDA.~~ ~~Adjusted EBITDA increased $7.7~~office units. In the first quarter of 2015, we recognized $1.3 million ~~or 17.3%, to $52.1 million, compared to $44.4 million in the prior-year period. Adjusted EBITDA~~ of ~~$11.2 million~~depreciation related to these units. Excluding the divested business, depreciation and amortization of $8.1 million was consistent with the prior year.

Adjusted EBITDA. Short-term pressure resulting from the divestiture of our wood mobile office business and the year-over-year decline in upstream specialty containment ~~business was~~rental revenue, partially offset by a decrease ~~of $3.5~~in incentive compensation, resulted in a $1.3 million, or 2.8%, decrease in adjusted EBITDA to $46.2 million, compared to $47.5 million in the prior-year quarter. Adjusted EBITDA related to ~~our~~the portable storage ~~business. The reduction in portable storage~~business decreased $0.7 million, or 1.7%. Specialty containment adjusted EBITDA ~~is primarily a result of the wood mobile office divestiture.~~decreased

$0.7 million. Adjusted EBITDA margins for the Company were ~~39.5%~~37.1% and ~~39.2%~~36.2% for the quarters ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. Adjusted EBITDA margins for the quarter ended ~~September 30, 2015~~March 31, 2016 were ~~39.3%~~37.8% for our portable storage business and ~~40.4%~~34.3% for our specialty containment business.

Interest Expense. Interest expense ~~increased $1.9~~decreased $0.6 million, or ~~26.1%~~6.3%, to ~~$9.0~~$8.5 million in the ~~third~~first quarter of ~~2015,~~2016, compared to the same quarter in the prior year. ~~In December 2014, we borrowed funds under our Credit Agreement to facilitate the ETS Acquisition.~~ Our average debt outstanding in the quarter ended ~~September 30, 2015~~March 31, 2016 was ~~$886.5~~$909.9 million, as compared to ~~$517.0~~$930.6 million in the prior-year quarter. The weighted average interest rate on our debt was ~~3.7%~~3.5% for both three-month periods ended March 31, 2016 and ~~4.9% for the three months ended September 30,~~ 2015, ~~and 2014, respectively,~~ excluding the ~~amortizations~~amortization of debt issuance costs. Taking into account the amortization of debt issuance costs, the weighted average interest rate was ~~4.0%~~3.7% and ~~5.5%~~3.9% for the ~~three month~~three-month periods ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. ~~The decrease in the average interest rate is primarily due to the increase of our lower rate line of credit, as a percentage of our overall debt.~~

Provision for ~~income taxes.~~Income Taxes. During the quarter ended ~~September 30, 2015,~~March 31, 2016, we had a ~~$7.5~~$6.7 million provision for income taxes, compared to ~~$8.2~~a net benefit of $18.0 million in the prior-year quarter. Our effective income tax rate decreased ~~slightly~~ to ~~35.0%~~37.9% for the three months ended ~~September 30, 2015,~~March 31, 2016, compared to ~~35.7%~~39.8% for the prior-year ~~period.~~quarter. The decrease in the tax rate is primarily due to the ~~increase~~magnitude of the 2015 impairment loss in ~~profitability of our U.K. operations,~~North America, which has a ~~lower~~higher income tax ~~rate, as a percentage of our total pre-tax profit.~~rate.

Net ~~income.~~Income. As a result of the income statement activity discussed above, we had net income of ~~$14.0~~$11.0 million for the three months ended ~~September 30, 2015, compared to net income of $14.8 million in the prior-year quarter.~~

~~Nine Months Ended September 30, 2015, Compared to Nine Months Ended September 30, 2014~~

   Nine Months Ended
September 30, Percent of Revenue
Nine Months Ended
September 30, Increase (Decrease)
2015 versus 2014
   2015 2014 2015 2014
   (In thousands, except percentages)
Revenues:

Rental
   $ 368,175    $ 296,919    92.9 % 92.1 % $ 71,256    24.0 %
Sales
   22,765    23,761    5.7    7.4    (996 ) (4.2 )
Other
   5,320    1,579    1.3    0.5    3,741    236.9


Total revenues
   396,260    322,259    100.0    100.0    74,001    23.0


Costs and expenses:

Rental, selling and general expenses
   247,809    204,394    62.5    63.4    43,415    21.2
Cost of sales
   14,899    16,131    3.8    5.0    (1,232 ) (7.6 )
Restructuring expenses
   4,773    2,909    1.2    0.9    1,864    64.1
Asset impairment charge and loss on divestiture, net
   66,128    557    16.7    0.2    65,571    n/a
Depreciation and amortization
   45,075    27,920    11.4    8.7    17,155    61.4


Total costs and expenses
   378,684    251,911    95.6    78.2    126,773    50.3


(Loss) income from operations
   17,576    70,348    4.4    21.8    (52,772 ) (75.0 )
Other income (expense):

Interest income
   1    —      —      —      (1 ) n/a
Interest expense
   (26,986 ) (21,191 ) (6.8 ) (6.6 ) (5,795 ) 27.3
Foreign currency exchange
   (2 ) (1 ) —      —      (1 )


(Loss) income before income tax (benefit) provision
   (9,411 ) 49,156    (2.4 ) 15.3    (58,567 )
Income tax (benefit) provision
   (5,480 ) 17,633    (1.4 ) 5.5    (23,113 )


Net (loss) income
   $ (3,931 ) $ 31,523    (1.0 )% 9.8 % $ (35,454 )


   Nine Months Ended
September 30, Percent of Revenue
Nine Months Ended
September 30, Increase (Decrease)
2015 versus 2014
   2015 2014 2015 2014
   (In thousands, except percentages)
EBITDA
   $ 62,650    $ 98,267    15.8 % 30.5 % $ (35,617 ) (36.2 )%
Adjusted EBITDA (1)
   145,912    113,106    37.2    35.1    32,806    29.0
Free Cash Flow
   58,010    80,958    14.6    25.1    (22,948 ) (28.3 )

~~(1)~~

The calculation of adjusted EBITDA as a percentage of revenue for the 2015 periods includes a reduction to revenues related to transactions not indicative of our business. See “Non-GAAP Data and Reconciliations” earlier in this report.

~~Revenues.~~ ~~The following table depicts revenue by type of business for the nine-month periods ended September 30:~~

   Nine Months Ended September 30,
   Portable Storage Specialty
Containment
   2015    2014    Increase (Decrease)
2015 versus 2014 2015
   (In thousands, except percentages)
Revenues:

Rental
   $ 292,895       $ 296,919       $ (4,024 ) (1.4 )% $ 75,280
Sales
   16,892       23,761       (6,869 ) (28.9 ) 5,873
Other
   5,267       1,579       3,688    233.6    53






Total revenues
   $ 315,054       $ 322,259       $ (7,205 ) (2.2 ) $ 81,206

Total revenues for the nine months ended September 30, 2015 increased $74.0 million, or 23.0%, to $396.3 million, compared to $322.3 million for the same period in 2014. This increase is due to $81.2 million related to the acquired specialty containment business, partially offset by a $7.2 million decrease in portable storage revenues. The divested wood mobile office business contributed approximately $17.0 million of total revenue in the current-year period, as compared to $34.6 million in the prior-year period. Rental revenues as a percentage of total revenues was 92.9%, compared to 92.1% in the prior-year period. Rental revenues for the nine months ended September 30, 2015 increased $71.3 million, or 24.0%, to $368.2 million, compared to $296.9 million for the same period in 2014. Specialty containment rental revenue accounted for $75.3 million of this increase, while portable storage rental revenue decreased $4.0 million to $292.9 million, from $296.9 million in the prior-year period.

Revenues within the portable storage business were affected by the wood mobile office divestiture on May 15, 2015, as discussed earlier in this report. In the first nine months of 2015, the divested business contributed approximately $15.8 million of rental revenue, as compared to $32.5 million of rental revenue in the first nine months of 2014, a difference of $16.7 million.

The rental revenue related to the remaining portable storage business increased approximately $12.8 million, or 4.8%, driven by a 5.0% increase in rental rates. The increased rate was partially offset by unfavorable currency translation rates in the current year, as compared to the prior year. Adjusted for the change in currency translation rates and excluding the divested assets, rental revenue increased approximately 7.0%. Excluding the divested wood mobile offices and adjusted for the effect of unfavorable currency rates, yield increased approximately 5.4%, as compared to the prior-year period.

Revenue from the sales of portable storage and office units for the nine months ended September 30, 2015 decreased $6.9 million, or 28.9%, to $16.9 million, compared to $23.8 million in the same period in 2014. Revenue from specialty containment sales was $5.9 million for the nine months ended September 30, 2015. We focus on rental revenues; as such and in general, sales of units from our fleet occur due to a particular customer need, or due to having fleet in excess of demand at a particular location.

~~Costs and expenses.~~ ~~The following table depicts costs and expenses by type of business for the nine-month periods ended September 30:~~

   Nine Months Ended September 30,
   Portable Storage Specialty
Containment
   2015    2014    Increase (Decrease)
2015 versus 2014 2015
   (In thousands, except percentages)
Costs and Expenses

Rental, selling and general expenses
   $ 200,536       $ 204,394       $ (3,858 ) (1.9 )% $ 47,273
Cost of sales
   10,976       16,131       (5,155 ) (32.0 ) 3,923
Restructuring expenses
   1,935       2,909       (974 ) (33.5 ) 2,838
Asset impairment charge and loss on divestiture, net
   66,128       557       65,571    n/a    —
Depreciation and amortization
   26,042       27,920       (1,878 ) (6.7 ) 19,033






Total costs and expenses
   $ 305,617       $ 251,911       $ 53,706    21.3    $ 73,067

Rental, selling and general expenses for portable storage decreased $3.9 million, or 1.9%, and as a percentage of total portable storage revenues increased slightly to 63.7% from 63.4% for the nine months ended September 30, 2015 and 2014, respectively. The increase as a percentage of revenues was largely driven by $3.9 million of expense associated with the transition services agreement, $2.3 million of acquisition-related expenses and $0.8 million related to a proposed unclaimed property settlement. Excluding these items, which we do not consider to be indicative of our business, as well as the $2.5 million of transition services revenue and $1.2 million of revenue associated with the receipt of a sales tax refund; rental, selling and general expenses were 62.2% of total portable storage revenues.

The $7.1 million increase in expenses discussed above was more than offset by approximately $11.0 million of other net decreases, resulting in a $3.9 million total net decrease in rental, selling and general expense within the portable storage business. These decreases were driven by lower fleet freight and fuel, and repairs and maintenance resulting primarily from decreased activity related to the wood mobile office business. In addition, decreasing fuel prices and fleet positioning activity contributed to this decrease. Excluding expense associated with providing transition services, repairs and maintenance on our portable storage rental fleet as a percentage of rental revenue was 5.0%, compared to 6.8% in the prior-year period.

The approximately $3.9 million in expenses incurred to provide transition services related to the divestiture of our wood mobile offices includes direct expenses to transport and maintain the assets on behalf of the purchaser, as well as expenses related to wood mobile offices on our leased properties, and certain administrative services such as billing and cash collection.

~~Specialty containment rental, selling and general expense was $47.3 million for the nine-month period ended September 30, 2015, or 58.2% of total specialty containment revenues.~~

Cost of sales is the cost related to our sales revenue only. Within the portable storage business, cost of sales was $11.0 million and $16.1 million in the nine months ended September 30, 2015 and 2014, respectively. Portable storage sales profit was $5.9 million and $7.6 million for the nine-month periods ended September 30, 2015 and 2014, respectively. Sales profit margin was 35.0% in the current-year period and 32.1% in the prior-year period. Cost of sales related to our specialty containment products was $3.9 million in the nine-month period ended September 30, 2015. Specialty containment product sales profit and profit margin were $2.0 million and 33.2%, respectively, for the nine-month period ended September 30, 2015.

In 2015, restructuring costs relate primarily to activities associated with the integration of ETS into the existing Mobile Mini infrastructure, including the Company’s shift from managing its operations on a product-oriented basis to a geographic, customer-focused organization. To support this shift, the Company aligned sales leadership with operational leadership. The 2014 restructuring costs primarily relate to the transition of key leadership positions, as well as the closure of our Belfast, North Ireland location.

As discussed previously in this report, during the nine months ended September 30, 2015, we recorded impairment charges and loss on divestiture of $66.1 million related to our wood mobile offices in our North American portable storage segment. See additional discussion regarding the impairment and divestiture of the wood mobile office assets in Note 5 to the accompanying condensed consolidated financial statements. Asset impairment charges, net of recoveries, were $0.6 million for the nine months ended September 30, 2014 and relate to gains and losses upon completion of the sale, or other disposal of assets impaired in a 2013 assessment of the rental fleet resulting in a non-cash impairment charge on long-lived assets.

Depreciation and amortization expense increased $17.2 million for the nine months ended September 30, 2015, as compared to the prior-year period. Increased depreciation of $19.0 million related to the specialty containment business was partially offset by a decrease of $1.9 million related to the portable storage business. Subsequent to the impairment of the wood mobile office business, no additional depreciation was recognized on these assets.

~~Adjusted EBITDA.~~ Adjusted EBITDA increased $32.8 million, or 29.0%, to $145.9 million, compared to $113.1 million in the prior-year period. Of this increase, $2.4 million related to our portable storage business and $30.4 million related to our newly-acquired specialty containment business. Adjusted EBITDA margins were 37.2% and 35.1% for the nine months ended September 30, 2015 and 2014, respectively. Adjusted EBITDA margins for the nine-month period ended September 30, 2015 were 37.1% for our portable storage business and 37.5% for our specialty containment business.

~~Interest Expense.~~ Interest expense increased $5.8 million, or 27.3%, to $27.0 million in 2015. In December 2014, we borrowed funds under our Credit Agreement to facilitate the ETS Acquisition. Our average debt outstanding in the nine-month period ended September 30, 2015 was $902.4 million, as compared to $513.2 million in the prior-year period. The weighted average interest rate on our debt was 3.6% and 4.9% for the nine months ended September 30, 2015 and 2014, respectively, excluding the amortizations of debt issuance costs. Taking into account the amortization of debt issuance costs, the weighted average interest rate was 4.0% and 5.5% for the nine-month periods ended September 30, 2015 and 2014, respectively. The decrease in the average interest rate is primarily due to the increase of our lower rate line of credit, as a percentage of our overall debt.

~~(Benefit) provision for income taxes.~~During the nine-month period ended September 30, 2015, we had a $5.5 million benefit for income taxes, due to a pre-tax loss of $9.4 million, driven by the asset impairment charge and loss on sale of wood mobile units discussed previously in this report. In the prior-year period, we had a $17.6 million provision for tax on pre-tax income of $49.2 million. Our effective income tax rate increased to 58.2% for nine months ended September 30, 2015, compared to 35.9% for the prior-year period. Our effective tax rate in the current period was higher than our prior year tax rate due to the discrete benefit of $25.5 million recorded in the period related primarily to the wood mobile office divestiture.

~~Net (loss) income.~~March 31, 2016. Primarily due to the ~~$66.1~~$64.7 million impairment ~~and divestiture~~ loss, ~~and the other income statement activity discussed above,~~ we had a net loss of ~~$3.9 million for the nine months ended September 30, 2015, compared to net income of $31.5~~$27.3 million in the prior-year ~~period.~~

~~Wood Mobile Office Divestiture~~

Revenues and adjusted EBITDA will decrease in the near term compared to prior periods as a result of the wood mobile office divestiture. Historically, the divested assets have contributed $10 million to $12 million in rental revenue per quarter, and we estimate they contributed $46 million in revenue for the year ended December 31, 2014.

We estimate that in the twelve months ended December 31, 2014, the wood mobile office fleet generated approximately $14 million in adjusted EBITDA. However, due to shared costs and infrastructure, the Company estimates the divestiture would have resulted in an approximately $19 million reduction in 2014 adjusted EBITDA, had it occurred prior to the beginning of that year. We further expect the transaction to be modestly dilutive to net income and earnings per share for the balance of 2015.quarter.

LIQUIDITY AND CAPITAL RESOURCES

~~Our~~Renting is a capital-intensive business ~~is capital-intensive and~~that requires us to acquire assets before they generate revenues, cash flow and earnings. The majority of the assets that we rent have very long useful lives and require relatively little maintenance expenditures. Most of the capital we have deployed in our rental business historically has been used to expand our operations geographically, to execute opportunistic acquisitions, increase the number of units available for rent at our existing locations, and to add to the mix of products we offer. During recent years, our operations have generated annual cash flow that exceeds our pre-tax earnings, particularly due to cash flow from operations and the deferral of income taxes caused by accelerated ~~tax~~ depreciation of our fixed ~~assets.~~assets in our tax return filings. Our strong cash from operating activities for the three-month periods ended March 31, 2016 and 2015 of $35.3 million and $38.5 million, respectively, resulted in free cash flow ~~has been positive, even after capital net expenditures for the past five years. This positive cash flow trend continued for the nine-month period ended September 30, 2015.~~of $20.9 million and $29.2 million, respectively. In addition to free cash flow, ~~generated by operations, our~~the Company’s principal current source of liquidity is our Amended and Restated ABL Credit Agreement, ~~described below.~~

~~Revolving Credit Facility.~~ ~~On February 22, 2012, we entered into a $900.0 million Credit Agreement~~dated December 14, 2015, with Deutsche Bank AG New York Branch, as administrative agent, and the other lenders party ~~thereto.~~thereto (the “Credit Agreement”) as described below.

Revolving Credit Facility. On December ~~10, 2014,~~14, 2015, we ~~amended our~~entered into the Credit Agreement. The Credit Agreement ~~to increase~~replaces our prior ABL Credit Agreement, dated February 22, 2012, with Deutsche Bank AG New York Branch, as administrative agent, and the ~~credit facility to $1.0 billion.~~other lenders party thereto, that had a February 2017 maturity date. The Credit Agreement provides for a five-year, $1.0 billion first lien senior secured revolving credit facility maturing on or before the earlier of (i) December 14, 2020 and ~~matures~~(ii) the date that is 90 days prior to the final maturity date of our 7.875% senior notes due 2020 (“Senior Notes”) if such Senior Notes remain outstanding on ~~February 22, 2017.~~ such date. The Credit Agreement also provides for the issuance of irrevocable standby letters of credit by U.S. lenders in amounts totaling up to $50.0 million, by U.K.-based lenders in amounts totaling up to $20 million, and by Canadian-based lenders in amounts totaling up to $20.0 million.

The obligations of us and our subsidiary guarantors under the Credit Agreement are secured by a blanket lien on substantially all of our assets. ~~We funded the ETS Acquisition with funds drawn on our Credit Agreement.~~ At ~~September 30, 2015,~~March 31, 2016, we had ~~$663.4~~$672.9 million of borrowings outstanding and ~~$330.1~~$322.9 million of additional borrowing availability under the Credit Agreement. We were in compliance with the terms of the Credit Agreement as of ~~September 30, 2015~~March 31, 2016 and were above the minimum borrowing availability threshold and therefore not subject to any financial maintenance covenants.

Amounts borrowed under the Credit Agreement and repaid or prepaid during the term may be reborrowed. Outstanding amounts under the Credit Agreement bear interest at our option at either: (i) the London interbank offered rate (“LIBOR”) plus an applicable margin (“LIBOR ~~plus a defined margin,~~Loans”), or (ii) the ~~Agent bank’s~~ prime rate plus ~~a margin.~~an applicable margin (“Base Rate Loans”). The applicable margin for each type of loan is based on an availability-based pricing grid and ranges from ~~1.75%~~1.25% to ~~2.25%~~1.75% for LIBOR ~~loans~~Loans and 0.25% to 0.75% ~~to 1.25%~~ for ~~base rate loans~~Base Rate Loans at each measurement date. ~~Based on~~Pursuant to the terms of the Credit Agreement, outstanding amounts will bear interest at the highest level in the pricing grid ~~at September 30, 2015,~~until the ~~applicable~~first measurement date subsequent to March 31, 2016. The margins in effect as of April 2016 are ~~2.0%~~1.50% for LIBOR ~~loans~~Loans and ~~1.0%~~0.50% for ~~base rate loans and will be remeasured at the end of the next measurement date, which is within 10 days following the end of each fiscal quarter.~~Base Rate Loans.

Availability of borrowings under the Credit Agreement is subject to a borrowing base calculation based upon a valuation of our eligible accounts receivable, eligible ~~container~~rental fleet (including ~~containers~~units held for sale, work-in-process and raw materials) and machinery and equipment, each multiplied by an applicable advance rate or limit. The rental fleet is appraised at least once annually by a third-party appraisal firm and up to 90% of the ~~net orderly liquidation value,~~Net Orderly Liquidation Value, as defined in the Credit Agreement, is included in the borrowing base to determine how much we may borrow under the Credit Agreement. ~~The divestiture of the wood mobile offices did not have a material effect on our available borrowings, as the calculated borrowing base currently exceeds the maximum eligibility.~~

The Credit Agreement provides for U.K. borrowings, which are, at our option, denominated in either Pounds Sterling or Euros, by our U.K. subsidiary based upon a U.K. borrowing base; Canadian borrowings, which are denominated in Canadian dollars, by our Canadian subsidiary based upon a Canadian borrowing base; and U.S. borrowings, which are denominated in U.S. dollars, based upon a U.S. borrowing base along with any Canadian assets not included in the Canadian subsidiary.

The Credit Agreement also contains customary negative covenants, including covenants that restrict our ability to, among other things: (i) allow certain liens to attach to ~~the Company~~Mobile Mini or ~~its~~ subsidiary ~~assets;~~assets, (ii) repurchase or pay dividends or make certain other restricted payments on capital stock and certain other securities, or prepay certain indebtedness, ~~or make acquisitions or other investments subject to Payment Conditions (as defined in the Credit Agreement); and~~ (iii) incur additional indebtedness or engage in certain other types of financing ~~transactions. Payment Conditions allow restricted payments~~transactions, and (iv) make acquisitions or other investments. In addition, we must comply with a minimum fixed charge coverage ratio of 1.00 to ~~occur without financial covenants~~1.00 as ~~long as we have $250.0 million~~ of ~~pro forma excess borrowing~~the last day of each quarter, upon the minimum availability amount under the Credit ~~Agreement. We must also comply~~Agreement falling below the greater of (y) $90.0 million and (z) 10% of the lesser of the then total revolving loan commitment and aggregate borrowing base. As of March 31, 2016, we were in compliance with ~~specified~~the minimum borrowing availability threshold as set forth in the Credit Agreement and therefore not subject to any financial maintenance ~~covenants and affirmative covenants only if we fall below $100.0 million of borrowing availability levels.~~covenants.

We believe our cash provided by operating activities will provide for our normal capital needs for the next twelve months. If not, we have sufficient borrowings available under our Credit Agreement to meet any additional funding requirements. We monitor the financial strength of our lenders on an ongoing basis using publicly-available information. Based upon that information, we do not presently believe that there is a likelihood that any of our lenders will be unable to honor their respective commitments under the Credit Agreement. ~~Free cash flow was $58.0 million and $81.0 million for the nine-month periods ended September 30, 2015 and 2014, respectively.~~

Senior ~~Notes.~~Notes. At ~~September 30, 2015,~~March 31, 2016, we had outstanding $200.0 million aggregate principal amount of ~~7.875% senior notes due 2020 (the “Senior Notes”).~~Senior Notes. Interest on the Senior Notes is payable semiannually in arrears on ~~September~~June 1 and December 1 of each year.

Operating ~~Activities~~.Activities. Net cash provided by operating activities was ~~$113.7~~$35.3 million for the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, compared to ~~$87.8~~$38.5 million in the same period in the prior year, ~~an increase~~a decrease of ~~$26.0~~$3.2 million. Although the ~~nine-month~~three-month period ended ~~September 30, 2015~~March 31, 2016 reflects net income of $11.0 million, compared to a net loss of ~~$3.9 million, compared to net income of $31.5~~$27.3 million in the comparable period in the ~~prior-year period,~~prior year, the difference is due primarily to non-cash items. Non-cash items in the current year include, ~~a $66.1 million asset impairment charge and loss on divestiture, $45.1~~$15.2 million in depreciation and amortization, ~~and $10.8~~$2.6 million of share-based compensation expense ~~offset by a $6.1~~and $6.6 million ~~decrease~~change in deferred taxes. Non-cash items in the prior year include ~~$17.3~~a $64.7 million ~~in deferred tax expense, $27.9~~net asset impairment, $15.5 million of depreciation and amortization and ~~$11.6~~$3.3 million of share-based compensation ~~expense.~~expense, offset by a non-cash reduction to net cash provided by operating activities of $18.2 million related to deferred income tax.

Excluding the net non-cash income statement items of ~~$118.1~~$25.0 million in the current-year period and ~~$57.0~~$65.6 million in the prior-year ~~period,~~quarter, cash generated by net income ~~increased~~decreased slightly to ~~$114.1~~$36.0 million, from ~~$88.5~~$38.3 million in the prior-year ~~period.~~quarter. The ~~increase~~decrease is due primarily to the ~~recently acquired specialty containment business, as well as increased margins in~~effects of the ~~portable storage business. The~~wood mobile divestiture. In addition, the change in working capital accounts resulted in cash outflow of ~~$0.4~~$0.7 million in the ~~2015 period and $0.8~~current-year quarter, compared to an inflow of $0.2 million in the ~~2014 period,~~prior-year quarter, due to normal operating fluctuations.

Investing ~~Activities~~.Activities. Net ~~cash provided by investing activities was $9.0 million for the nine months ended September 30, 2015, compared to net~~ cash used in investing activities ~~of $26.8~~increased $13.1 million to $23.6 million for the three months ended March 31, 2016, compared to $10.5 million for the same period in ~~2014. Cash received from the divestiture~~2015. The increase in cash used is due to $9.2 million of ~~the wood mobile offices, less associated deferred revenue and customer deposits was $83.3 million, while~~ cash paid ~~for businesses acquired was $18.6 million~~ in the ~~current-year period and $20.0~~current quarter for a business acquisition, compared to cash paid of $1.2 million for an acquisition in the ~~prior-year period.~~

~~Capital~~first quarter of 2015. Additionally, we had increased net expenditures for ~~our rental~~long-lived assets during the three months ended March 31, 2016, as compared to the three months ended March 31, 2015.

Rental fleet ~~were $53.5 million,~~capital expenditures and proceeds from ~~sale~~sales of ~~rental fleet units were $13.3~~$10.9 million ~~for~~and $4.0 million, respectively, during the ~~nine~~three months ended ~~September 30, 2015, compared to~~March 31, 2016 were consistent with capital expenditures ~~of $16.3 million~~ and proceeds ~~of $17.8 million for~~in the ~~same period in 2014.~~corresponding prior-year quarter. Of the ~~$53.5~~$10.9 million in capital expenditures for ~~the~~ rental fleet ~~$21.3~~during the current period, $4.6 million related to our North America business, ~~$16.3~~$4.2 million related to our U.K. business and ~~$16.0~~$2.1 million ~~were~~to our specialty containment ~~fleet expenditures.~~business. Our expenditures are primarily to meet demand in geographic areas of high utilization for which it does not make economic sense to reposition our fleet and to meet customer demand for specific types of units.

Gross and net capital expenditures for property, plant and equipment were ~~$17.9~~$8.3 million and ~~$15.5~~$7.5 million, respectively, for the ~~nine-month~~three-month period ended ~~September 30, 2015~~March 31, 2016 compared to gross and net capital expenditures for property, plant and equipment of ~~$11.7~~$4.2 million and ~~$8.3~~$3.6 million, respectively, for the ~~nine-month~~three-month period ended ~~September 30, 2014. Current year~~March 31, 2015. Expenditures during the three months ended March 31, 2016 and 2015 include hardware and software-related costs of approximately $4.5 million and $1.6 million, respectively. These expenditures ~~include costs~~were primarily related to ~~implement~~the implementation of our new enterprise resource planning platform and for general technology ~~upgrades, as well as~~upgrades. The prior-year quarter includes costs related to our new corporate headquarters.

Financing Activities. Net cash used in financing activities during the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 was ~~$124.6~~$12.7 million, compared to ~~$59.8~~$28.8 million for the same period in ~~2014. We used proceeds from~~2015. In the ~~wood mobile office divestiture, as well as free cash flow to pay down $42.1~~current-year quarter we borrowed $5.2 million on our lines of credit, ~~purchase $55.8~~purchased treasury stock totaling $7.1 million and paid dividends of ~~treasury shares and pay $25.3 million in dividends.~~$9.2 million. In the ~~prior year,~~prior-year quarter, free cash flow was used to pay down ~~$11.9~~$4.1 million on our ~~line~~lines of credit, pay ~~$23.6~~$8.5 million in dividends and purchase ~~$25.5~~$15.3 million of treasury shares.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Our contractual obligations primarily consist of our outstanding balance under the Credit Agreement, $200.0 million aggregate principal amount of the Senior Notes and obligations under capital leases. We also have operating lease commitments for: (i) real estate properties for the majority of our locations with remaining lease terms typically ranging from one to five years, (ii) delivery, transportation and yard equipment, typically under a five-year lease with purchase options at the end of the lease term at a stated or fair market value price, and (iii) office related equipment.

At ~~September 30, 2015,~~March 31, 2016, primarily in connection with securing our insurance policies, we have provided certain insurance carriers and others with approximately ~~$6.5~~$4.2 million in letters of credit. We currently do not have any obligations under purchase agreements or commitments.

OFF-BALANCE SHEET TRANSACTIONS

We do not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

SEASONALITY

Demand from our portable storage customers is somewhat seasonal. Construction customers typically reflect higher demand during months with more temperate weather, while demand for our portable storage units by large retailers is stronger from September through December because these retailers need to store more inventories for the holiday season. Our retail customers usually return these rented units to us in December and early in the following year. In the specialty containment business, demand from customers is typically higher in the middle of the year from March to October, driven by the timing of customer maintenance projects. The demand for rental of our pumps may also be impacted by weather, specifically when temperatures drop below freezing.

CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS

A comprehensive discussion of our critical accounting policies and management estimates and significant accounting policies are included in the ~~Management’s~~“Management’s Discussion and Analysis of Financial Conditions and Results of ~~Operations~~Operations’ section and in Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~2015.

There have been no significant changes in our critical accounting policies, estimates and judgments during the ~~nine-month~~three-month period ended ~~September 30, 2015.~~March 31, 2016.

RECENT ACCOUNTING PRONOUNCEMENTS

For discussions of the adoption and potential impacts of recently issued accounting standards, refer to Note 2 ~~“Recent~~“Impact of Recently Issued Accounting ~~Pronouncements”~~Standards” to the accompanying condensed consolidated financial statements.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This section and other sections of this ~~report~~Quarterly Report on Form 10-Q contain forward-looking information about our financial results and estimates and our business prospects that involve substantial risks and uncertainties. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Forward-looking statements are expressions of our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They include words such as ~~“anticipate,~~“may,” “plan,” “seek,” “will,” “expect,” “intend,” “estimate,” ~~“expect,~~“anticipate,” “believe,” “continue,” “project,” ~~“intend,~~“should,” ~~“plan,~~“likely,” ~~“believe,~~“future,” ~~“will,~~“target,” “forecast,” “goal,” “observe,” and ~~other words and terms of~~“strategy” or the negative thereof or variations thereon or similar ~~meaning~~terminology in connection with any discussion of future operating or financial performance. ~~In particular, these~~The forward-looking statements in this Quarterly Report on Form 10-Q reflect management’s beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to our financial condition, results of operations, future performance and business, and include statements ~~relating~~regarding, among other things, our future actions; financial position; management forecasts; efficiencies; cost savings, synergies and opportunities to increase productivity and profitability; our plans and expectations regarding acquisitions; income and margins; liquidity; anticipated growth; the economy; business strategy; budgets; projected costs and plans and objectives of management for future ~~actions, future performance or results, expenses,~~operations; sales efforts; taxes; refinancing of existing debt; and the outcome of contingencies such as legal proceedings and financial results. Factors that could cause actual results to differ materially from projected results include, without limitation:

an economic slowdown in the U.S. and/or the U.K. that affects any significant portion of our customer base, or the geographic regions where we operate in those countries;

our ability to manage growth at existing or new locations;

our ability to obtain borrowings under our revolving credit facility or additional debt or equity financings on acceptable terms;

changes in the supply and price of new and used products we lease;

our ability to increase revenue and control operating costs;

our ability to raise or maintain rental rates;

our ability to leverage and protect our information technology systems;

our ability to protect our patents and other intellectual property;

currency exchange and interest rate fluctuations;

governmental laws and regulations affecting domestic and foreign operations, including tax obligations, and labor laws;

changes in the supply and cost of the raw materials we use in refurbishing or remanufacturing storage units;

competitive developments affecting our industry, including pricing pressures;

the timing, effectiveness and number of new markets we enter;

our ability to cross-sell our portable storage and specialty containment products;

our ability to integrate recent acquisitions;

our ability to achieve the expected benefits of the divestiture of the wood mobile offices;

our ability to implement our new scalable enterprise resource platform;

changes in generally accepted accounting principles;

changes in local zoning laws affecting either our ability to operate in certain areas or our customer’s ability to use our products;

any changes in business, political and economic conditions due to the threat of future terrorist activity in the U.S. and other parts of the world and related U.S. military action overseas; and

our ability to utilize our deferred tax assets.

~~our ability to increase revenue and control operating costs;~~

~~our ability to raise or maintain rental rates;~~

~~our ability to leverage and protect our information technology systems;~~

~~changes in the supply and cost of the raw materials we use in refurbishing or remanufacturing storage units;~~

~~competitive developments affecting our industry, including pricing pressures;~~

~~the timing, effectiveness and number of new markets we enter;~~

~~our ability to cross-sell our portable storage and specialty containment products,~~

~~our ability to integrate ETS or other acquisitions;~~

~~our ability to execute the divestiture of the wood mobile offices and achieve the expected benefits from the divestiture;~~

~~our ability to obtain borrowings under our Credit Agreement or additional debt or equity financing on acceptable terms;~~

~~our ability to develop a new scalable enterprise resource platform; and~~

~~our ability to utilize our deferred tax assets.~~

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

In addition to the information set forth in this report, you should carefully consider the factors discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 under the heading “Risk Factors”.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. As of ~~September 30, 2015,~~March 31, 2016, we had ~~$663.4~~$672.9 million of indebtedness under our Credit Agreement, which bears interest at variable rates. The average interest rate applicable to our Credit Agreement was 2.2% for the ~~nine~~three months ended ~~September 30, 2015.~~March 31, 2016. Based upon the average amount of our variable rate debt outstanding during the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, our annual interest expense would increase by approximately ~~$6.7~~$6.6 million for each one percentage point increase in the interest rate of our lines of credit.

Impact of Foreign Currency Rate Changes. We currently have operations outside the U.S., and we bill those customers primarily in their local currency, which is subject to foreign currency rate changes. Our operations in Canada are billed in the Canadian Dollar, and our operations in the U.K. are billed in Pound Sterling. We are exposed to foreign exchange rate fluctuations as the financial results of our non-U.S. operations are translated into U.S. ~~Dollars.~~dollars. The impact of foreign currency rate changes has historically been insignificant with our Canadian operations, but we have more exposure to volatility with our U.K. operations. In order to help minimize our exchange rate gain and loss volatility, we finance our European entities through our Credit Agreement, which allows us, at our option, to borrow funds locally in Pound Sterling or Euros denominated debt.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and ~~Procedures.~~Procedures

As of the end of the period covered by this ~~report,~~Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s disclosure controls and procedures were effective such that the information relating to the Company required to be disclosed in our ~~Securities and Exchange Commission (“SEC”)~~SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls.

There were no changes in our internal control over financial reporting that have occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

We refer you to documents filed by us with the SEC, specifically “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014,~~2015, which identify important risk factors that could materially affect our business, financial condition and future results. We also refer you to the factors and cautionary language set forth in the section entitled “Cautionary Statements Regarding Forward-looking Statements” in “Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations” of this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q, including the accompanying condensed consolidated financial statements and related notes, should be read in conjunction with such risks and other factors for a full understanding of our operations and financial condition. The risks described in our Form 10-K for the fiscal year ended December 31, 2015 and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. The risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014~~2015 have not materially changed.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below summarizes the information about purchases of our common stock during the quarterly period ended ~~September 30, 2015:~~March 31, 2016:

Period
   Total Number of
Shares Purchased (1)    Average Price Paid
per Share (2)    Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (3)    Approximate Dollar
Value of Shares
That May Yet be
Purchased Under the
Plans or Programs (3)
July 2015
   205,567       $ 35.60       205,453       $ 109,638
August 2015
   437,626       34.29       437,008       94,654
September 2015
   —         —         —         94,654





Total
   643,193          642,461

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)		Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (3)
January 2016		24,076	$	25.47		19,873	$	88,494
February 2016		248,646		25.52		245,607		82,229
March 2016		3,808		31.71		—		82,229
Total		276,530				265,480

(1)	~~Shares~~ There were 11,050 shares not purchased as part of a publicly announced plan or ~~program represent~~program. These shares were withheld from employees to satisfy minimum tax withholding obligations upon the vesting of restricted stock.

(2)	The weighted average price paid per share of common stock does not include the cost of commissions.

(3)

In November 2013, the Company’s Board of Directors (the “Board”) approved a share repurchase program authorizing up to $125.0 million of the Company’s outstanding shares of common stock to be repurchased. In April 2015, the Board approved an increase of $50.0 million to the share repurchase program. The shares may be repurchased from time to time in the open market or in privately negotiated transactions. The share repurchase program does not have an expiration date and may be suspended or terminated at any time by the Board.

ITEM 6. EXHIBITS


Number		Description

~~3.1~~ 10.1		~~Certificate of Amendment, dated September 14, 2015, to the~~ Amended and Restated ~~Certificate~~Executive Employment Agreement, effective as of ~~Incorporation of the~~January 14, 2016, between Mobile Mini, Inc. and Erik Olsson (Incorporated by reference to Exhibit ~~3.1~~10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on ~~September 15, 2015)~~January 14, 2016)

~~3.2~~ 10.2		~~Third~~ Amendment No. 1 to the Mobile Mini, Inc. Amended and Restated ~~Bylaws of Mobile Mini, Inc.~~Equity Incentive Plan (effective as of ~~September 14, 2015)~~March 11, 2016) (Incorporated by reference to Exhibit ~~3.2~~10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on ~~September 15, 2015)~~March 14, 2016)

23.2*		Consent of Independent Valuation Firm

31.1*		Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K

31.2*		Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K

32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to item 601(b)(32) of Regulation S-K

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

**	Furnished herewith.

~~SIGNATURES~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		MOBILE MINI, INC.

Date: ~~October 22, 2015~~April 28, 2016		/s/ Mark E. Funk
		Mark E. Funk
		Chief Financial Officer

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