UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 4, 2005
MOBILE MINI, INC.
(Exact name of registrant as specified in its chapter)| | | | | |
| Delaware | | 1-12804 | | 86-0748362 |
| |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | |
7420 South Kyrene Road, Suite 101, Tempe, Arizona
| | 85283 |
| |
(Address of principal executive offices)
| | (Zip Code) |
Registrant’s telephone number, including area code: (480) 894-6311
None
(Former name or former address, if changed since last report)| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On May 4, 2005, Mobile Mini, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2005. A copy of the press release is furnished as Exhibit 99.01 to this report.
In accordance with general instruction B.2 to Form 8-K, information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
The press release includes the financial measure “EBITDA.” The EBITDA measure may be deemed a “non-GAAP financial measure” under rules of the Securities and Exchange Commission, including Regulation G. We define EBITDA as net income before interest expense, income taxes, depreciation and amortization, and debt restructuring expense. We use EBITDA as a financial measure in management decision-making because we believe it provides useful supplemental information regarding our financial and liquidity position and facilitates internal comparisons to historical financial position and operating performance of prior periods and external comparisons to competitors’ financial position and operating performance. In addition, several of the financial covenants under our revolving credit facility are expressed by reference to this financial measure, similarly computed. While we have used pro forma financial measures in past earnings announcements, we did not use any pro forma financial measures this quarter as none were necessary. However, we may use pro forma financial measures in future announcements. The information included for certain periods in 2004 has been reclassified to conform with the current presentation. We include EBITDA in the earnings announcement to provide transparency to investors. A reconciliation of net income to EBITDA follows (in thousands), which includes effects of rounding:
| | | | | | | | | |
| | | Three Months Ended March 31, | |
| | | 2004 | | | 2005 | |
| Net income | | $ | 3,155 | | | $ | 6,385 | |
| Interest expense | | | 4,992 | | | | 5,519 | |
| Provision for income taxes | | | 2,104 | | | | 4,082 | |
| Depreciation and amortization | | | 2,716 | | | | 3,048 | |
| | | | | | | |
| EBITDA | | $ | 12,967 | | | $ | 19,034 | |
| | | | | | | |
Item 9.01 Exhibits.
| (c) | Exhibits. |
| |
| | 99.01 Registrant’s press release, dated May 4, 2005. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| | | MOBILE MINI, INC. |
| | | | | |
| Dated: May 4, 2005 | | /s/ | | Larry Trachtenberg |
| | | |
| | Name: | | Larry Trachtenberg |
| | Title: | | Executive Vice President and |
| | | | Chief Financial Officer |
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