MOBILE MINI INC (Form: 10-Q, Received: 07/23/2015 15:11:51)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-12804

LOGO

(Exact name of registrant as specified in its charter)


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 ¨

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 ¨

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.

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

At July 17, 2015, there were outstanding 45,403,312 shares of the registrant’s common stock, par value $.01.

MOBILE MINI, INC.

INDEX TO FORM 10-Q FILING

FOR THE QUARTER ENDED JUNE 30, 2015


	PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets June 30, 2015 (unaudited) and December 31, 2014		3
Condensed Consolidated Statements of Operations (unaudited) for the Three Months and Six Months Ended June 30, 2015 and June 30, 2014		4
Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited) for the Three Months and Six Months Ended June 30, 2015 and June 30, 2014		4
Condensed Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2015 and June 30, 2014		5
Notes to Condensed Consolidated Financial Statements (unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Item 3. Quantitative and Qualitative Disclosures About Market Risk		40
Item 4. Controls and Procedures		40
PART II. OTHER INFORMATION
Item 1a. Risk Factors		41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		41
Item 6. Exhibits		42

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MOBILE MINI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except par value data)


	June 30, 2015			December 31, 2014
	(unaudited)			(audited)
ASSETS
Cash and cash equivalents	$	3,704		$	3,739
Receivables, net of allowance for doubtful accounts of $3,392 and $2,442 at June 30, 2015 and December 31, 2014, respectively		78,265			81,031
Inventories		17,487			16,736
Rental fleet, net		944,618			1,087,056
Property, plant and equipment, net		120,524			113,175
Deposits and prepaid expenses		12,089			8,586
Deferred financing costs, net and other assets		7,919			8,858
Intangibles, net		75,500			78,385
Goodwill		707,086			705,608

Total assets	$	1,967,192		$	2,103,174

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	35,004		$	22,933
Accrued liabilities		57,657			63,727
Lines of credit		630,737			705,518
Obligations under capital leases		29,539			24,918
Senior Notes		200,000			200,000
Deferred income taxes		219,226			231,547

Total liabilities		1,172,163			1,248,643

Commitments and contingencies
Stockholders’ equity:
Preferred stock $.01 par value, 20,000 shares authorized, none issued		—			—
Common stock $.01 par value, 95,000 shares authorized, 49,132 issued and 45,407 outstanding at June 30, 2015 and 49,015 issued and 46,157 outstanding at December 31, 2014		491			490
Additional paid-in capital		577,291			569,083
Retained earnings		345,536			380,504
Accumulated other comprehensive loss		(29,131	)		(29,870	)
Treasury stock, at cost, 3,725 and 2,858 shares at June 30, 2015 and December 31, 2014, respectively		(99,158	)		(65,676	)

Total stockholders’ equity		795,029			854,531

Total liabilities and stockholders’ equity	$	1,967,192		$	2,103,174

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 June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenues:
Rental	$	120,245		$	98,041		$	243,362		$	192,121
Sales		8,199			7,982			16,171			15,848
Other		1,844			510			3,384			968

Total revenues		130,288			106,533			262,917			208,937

Costs and expenses:
Rental, selling and general expenses		83,104			68,149			166,150			136,505
Cost of sales		5,400			5,379			10,533			10,932
Restructuring expenses		2,444			1,731			2,927			2,316
Asset impairment charge and loss on divestiture, net		1,402			274			66,128			557
Depreciation and amortization		14,538			9,305			30,077			18,450

Total costs and expenses		106,888			84,838			275,815			168,760

Income (loss) from operations		23,400			21,695			(12,898	)		40,177
Other expense:
Interest expense		(8,967	)		(7,097	)		(18,026	)		(14,084	)
Foreign currency exchange		(2	)		—			(2	)		(1	)

Income (loss) before income tax provision (benefit)		14,431			14,598			(30,926	)		26,092
Income tax provision (benefit)		5,015			5,335			(13,016	)		9,389

Net income (loss)	$	9,416		$	9,263		$	(17,910	)	$	16,703

Earnings (loss) per share:
Basic	$	0.21		$	0.20		$	(0.39	)	$	0.36
Diluted		0.21			0.20			(0.39	)		0.36
Weighted average number of common and common share equivalents outstanding:
Basic		45,238			46,235			45,360			46,192
Diluted		45,892			47,027			45,360			46,932
Cash dividends declared per share	$	0.19		$	0.17		$	0.38		$	0.34

MOBILE MINI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015			2014
Net income (loss)	$	9,416	$	9,263	$	(17,910	)	$	16,703
Foreign currency translation adjustment		12,516		6,086		739			7,266

Comprehensive income (loss)	$	21,932	$	15,349	$	(17,171	)	$	23,969

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

MOBILE MINI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2015			2014
Cash Flows from Operating Activities:
Net (loss) income	$	(17,910	)	$	16,703
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Asset impairment charge and loss on divestiture, net		66,128			557
Provision for doubtful accounts		1,894			1,349
Amortization of deferred financing costs		1,586			1,405
Amortization of long-term liabilities		51			83
Share-based compensation expense		6,737			7,141
Depreciation and amortization		30,077			18,450
Gain on sale of rental fleet		(3,643	)		(2,495	)
Loss on disposal of property, plant and equipment		1,482			359
Deferred income taxes		(13,420	)		9,189
Foreign currency transaction loss		2			1
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		495			(2,609	)
Inventories		(750	)		55
Deposits and prepaid expenses		(2,926	)		(1,856	)
Other assets and intangibles		(5	)		(11	)
Accounts payable		4,820			2,431
Accrued liabilities		(3,717	)		(1,467	)

Net cash provided by operating activities		70,901			49,285

Cash Flows from Investing Activities:
Proceeds from mobile wood office divestiture, net		84,500			—
Cash paid for businesses acquired, net of cash acquired		(1,200	)		(16,260	)
Additions to rental fleet, excluding acquisitions		(27,809	)		(8,150	)
Proceeds from sale of rental fleet		9,375			12,019
Additions to property, plant and equipment, excluding acquisitions		(11,612	)		(4,741	)
Proceeds from sale of property, plant and equipment		1,677			1,451

Net cash provided by (used in) investing activities		54,931			(15,681	)

Cash Flows from Financing Activities:
Net repayments under lines of credit		(74,782	)		(19,189	)
Deferred financing costs		(113	)		—
Principal payments on capital lease obligations		(1,817	)		(766	)
Issuance of common stock		1,473			2,062
Dividend payments		(16,964	)		(15,719	)
Purchase of treasury stock		(33,482	)		(463	)

Net cash used in financing activities		(125,685	)		(34,075	)

Effect of exchange rate changes on cash		(182	)		(217	)

Net decrease in cash		(35	)		(688	)
Cash and cash equivalents at beginning of period		3,739			1,256

Cash and cash equivalents at end of period	$	3,704		$	568

Supplemental Disclosure of Cash Flow Information:
Equipment acquired through capital lease obligations	$	6,467		$	7,286
Capital expenditures accrued or payable		9,870			1,404

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

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) Mobile Mini, 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” and the “Company” 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 subject to customary post-closing adjustments. 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 June 30, 2015, Mobile Mini has a fleet of portable storage units operating throughout the U.S., Canada and the U.K. The Company has 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 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 a fleet of specialty containment products, including liquid and solid containment units rented primarily to chemical, refinery, oil and natural gas drilling, mining and environmental service customers. The operating results of ETS are included in the three- and six-month periods ended June 30, 2015.

Basis of Presentation and Consolidation

The consolidated financial statements include the accounts of Mobile Mini and its wholly owned subsidiaries. The Company does not have any subsidiaries in which it does 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 six months ended June 30, 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 December 31, 2014 audited consolidated financial statements and accompanying notes thereto, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2015.

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 consolidated financial statements and the notes to those statements. Actual results could differ from those estimates. The most significant estimates included within the financial statements are the allowance for doubtful accounts, the estimated useful lives and residual values on the rental fleet, property, plant and equipment, goodwill and other asset impairments and certain accrued liabilities.

Reclassifications

Certain amounts in the consolidated statements of operations for the three months ended March 31, 2015, which is included in the year-to-date period ended June 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 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 Accounting Pronouncements

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . In April 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance on reporting discontinued operations 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 guidance is effective for fiscal years beginning after December 15, 2014. The Company has applied this guidance prospectively to transactions occurring after December 31, 2014.

Revenue from Contracts with Customers. In May 2014, FASB issued the 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 evaluating the impact, if any, of the adoption of the standard to its financial statements and related disclosures. The Company has not yet selected a transition method nor determined the effect of the standard on its 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, 2017. The application of this guidance will result in a reclassification of 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 June 30, 2015, the Company’s debt financing costs, net of accumulated amortization was $7.2 million.

(3) Fair Value Measurements

The Company defines fair value as 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 assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value:


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 June 30, 2015 and December 31, 2014, the Company did not have any financial instruments required to be recorded at fair value on a recurring basis.

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

The fair value of the Company’s $200.0 million aggregate principal amount of 7.875% senior notes due 2020 (the “Senior Notes”) is based on their latest sales price at the end of each period obtained from a third-party institution which 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 carrying value and the fair value of the Company’s Senior Notes are as follows:


	June 30, 2015		December 31, 2014
	(In thousands)
Carrying value	$	200,000	$	200,000
Fair value		210,250		206,000

(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, which are subject to risk of forfeiture, and incremental shares of common stock issuable upon the exercise of stock options.

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 six months ended June 30:


	Three Months Ended June 30,					Six Months Ended June 30,
	2015			2014		2015			2014
	(In thousands, except per share data)					(In thousands, except per share data)
Numerator:
Net income (loss)	$	9,416		$	9,263	$	(17,910	)	$	16,703
Basic EPS Denominator:
Common shares outstanding beginning of period		45,450			46,229		45,814			46,084
Weighted shares (repurchased) issued during the period		(212	)		6		(454	)		108

Total weighted average shares outstanding		45,238			46,235		45,360			46,192

Diluted EPS Denominator:
Common shares outstanding beginning of period		45,450			46,229		45,814			46,084
Net weighted shares (repurchased) issued during the period		(212	)		6		(454	)		108
Dilutive effect of stock options and nonvested share awards during the period (1)		654			792		—			740

Total weighted average shares outstanding		45,892			47,027		45,360			46,932

Earnings (loss) per share:
Basic	$	0.21		$	0.20	$	(0.39	)	$	0.36
Diluted		0.21			0.20		(0.39	)		0.36

(1)	Common stock equivalents of approximately 0.6 million were excluded from the calculation of diluted earnings per share for the six-month period ended June 30, 2015 because their inclusion would reduce the net loss per share.

Basic weighted average number of common shares outstanding does not include nonvested share-awards of 0.4 million shares as of June 30, 2015 and 2014.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

The following table represents the number of stock options and nonvested 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 June 30:


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(In thousands)				(In thousands)
Stock options		664		277		637		210
Nonvested share-awards		372		—		380		1

Total		1,036		277		1,017		211

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

Mobile Mini’s 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 ground level offices, resulting in lower margins as compared to other portable storage products, as well as the newly-acquired specialty containment products. During March 2015, the Company entered into discussions regarding the possible sale of Mobile Mini’s wood mobile offices within its 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 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 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 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 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 recorded a net loss.

For the six months ended June 30, 2015, the following amounts were recorded for the impairment and divestiture of the wood mobile office fleet.


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

Impairment loss	$	(64,630	)

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 our 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 six months.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

(6) Acquisition

In the six months ended June 30, 2015, Mobile Mini completed one acquisition of a portable storage business. This acquisition expanded the Company’s existing operations in the Glasgow, Scotland market. The accompanying consolidated financial statements include the operations of the acquired business from the date of acquisition. The aggregate purchase price for the assets acquired were recorded based on their estimated fair values at the date of the acquisition. The Company has not disclosed the pro-forma impact of the acquisition on operations as it was immaterial to the Company’s financial position in the aggregate.

The components of the purchase price and net assets acquired during the six months ended June 30, 2015 are as follows (in thousands):


Net Assets Acquired:
Rental fleet	$	999
Intangible assets:
Customer relationships		57
Non-compete agreements		24
Goodwill		120

Total purchase price	$	1,200

(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 principally consist of raw steel, 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 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 June 30, 2015 and December 31, 2014 consisted of the following:


	June 30, 2015		December 31, 2014
	(In thousands)
Raw materials and supplies	$	15,044	$	14,241
Work-in-process		205		201
Finished portable storage units		2,238		2,294

Inventories	$	17,487	$	16,736

(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 periodically reviews depreciable lives and residual values against various factors, including the results of its lenders’ independent appraisal of rental fleet, practices of competitors in comparable industries, profit margins achieved on sales of depreciated units and rental rates obtained on older units. See Note 5 for information regarding the impairment and divestiture of wood mobile offices during 2015.

Appraisals on our portable storage fleet are conducted on a regular basis by an independent appraiser selected by our lenders. Based on the values assigned in the most recent appraisal as of September 30, 2014, our portable storage rental fleet orderly liquidation value was approximately $1.0 billion as of June 30, 2015. In addition, an appraisal of our specialty product fleet was conducted as of December 2014 in conjunction with the ETS Acquisition. Based upon the values assigned in this appraisal, our specialty containment rental fleet orderly liquidation value was approximately $93.6 million as of June 30, 2015. These appraisals were conducted by AccuVal Associates, Incorporated and are used to calculate our available borrowings under our Credit Agreement, as defined in Note 11.

The Company’s depreciation expense related to its rental fleet for the six months ended June 30, 2015 and 2014 was $17.4 million and $10.7 million, respectively. At June 30, 2015 and December 31, 2014, all of the Company’s rental fleet units were pledged as collateral under the Credit Agreement.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

Rental fleet consisted of the following at June 30, 2015 and December 31, 2014:


	Residual Value as Percentage of Original Cost (1)			Useful Life in Years	June 30, 2015			December 31, 2014
					(In thousands)
Portable Storage:
Steel storage containers		55	%	30	$	607,667		$	604,547
Steel ground level offices		55	%	30		342,530			329,565
Wood mobile offices		50	%	20		—			208,529
Other						5,038			5,633

Total						955,235			1,148,274
Accumulated depreciation						(138,135	)		(182,437	)

Total portable storage fleet, net					$	817,100		$	965,837

Specialty Containment:
Steel tanks				25	$	54,041		$	50,843
Roll-off boxes				15 - 20		23,857			19,820
Stainless steel tank trailers				25		24,562			23,283
Vacuum boxes				20		9,456			7,667
De-watering boxes				20		4,943			3,898
Pumps and filtration equipment				7		13,242			11,510
Other						6,583			5,468

Total						136,684			122,489
Accumulated depreciation						(9,166	)		(1,270	)

Total specialty containment fleet, net					$	127,518		$	121,219

Total rental fleet, net					$	944,618		$	1,087,056

(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 is provided using the straight-line method over the assets’ estimated useful lives. The Company’s depreciation expense related to property, plant and equipment for the six months ended June 30, 2015 and 2014 was $9.7 million and $7.1 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 Consolidated Statements of Operations. See Note 5 for information regarding the impairment and divestiture of ancillary equipment related to wood mobile offices during 2015.

Property, plant and equipment at June 30, 2015 and December 31, 2014 consisted of the following:


	Residual Value as Percentage of Original Cost	Useful Life in Years	June 30, 2015			December 31, 2014
			(In thousands)
Land			$	10,940		$	10,920
Vehicles and machinery	0 - 55%	5 - 30		107,219			114,150
Buildings and improvements (1)	0 - 25	3 - 30		20,733			19,365
Office fixtures and equipment	0	3 - 5		37,830			33,942

Property, plant and equipment				176,722			178,377
Accumulated depreciation				(56,198	)		(65,202	)

Property, plant and equipment, net			$	120,524		$	113,175

(1)	Improvements made to leased properties are amortized 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

(10) Goodwill and Intangibles

For acquired businesses, the Company records 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 and could change as additional information is received. During the six months ended June 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.

The following table shows the activity and balances related to goodwill from January 1, 2015 to June 30, 2015:


	(In thousands)
Balance at January 1, 2015	$	705,608
Acquisition		120
Foreign currency		475
Adjustments		883

Balance at June 30, 2015	$	707,086

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 other intangibles are amortized using the straight-line method.

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


		June 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	$	92,134	$	(22,961	)	$	69,173	$	91,990	$	(20,484	)	$	71,506
Trade names/trademarks	1 - 5		6,075		(1,329	)		4,746		6,065		(919	)		5,146
Non-compete agreements	2 - 5		1,795		(253	)		1,542		1,772		(78	)		1,694
Other	1 - 19		61		(22	)		39		61		(22	)		39

Total		$	100,065	$	(24,565	)	$	75,500	$	99,888	$	(21,503	)	$	78,385

Amortization expense for amortizable intangibles was approximately $3.0 million and $0.6 million for the six-month periods ended June 30, 2015 and 2014, respectively. Based on the carrying value at June 30, 2015, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands):


2015 (remaining)	$	2,898
2016		5,944
2017		5,927
2018		5,975
2019		6,012
Thereafter		48,744

Total	$	75,500

(11) Lines of Credit

The Company has a $1.0 billion ABL Credit Agreement with Deutsche Bank AG New York Branch and other lenders party thereto (the “Credit Agreement”). The Credit Agreement provides for a five-year, revolving credit facility and all amounts outstanding under the Credit Agreement are due on February 22, 2017. The obligations of Mobile Mini and its subsidiary guarantors under the Credit Agreement are secured by a blanket lien on substantially all of its 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 option at either: (i) LIBOR plus a defined margin, or (ii) the Agent bank’s prime rate plus a margin. The applicable margin for each type of loan is based on an availability-based pricing grid and ranges from 1.75% to 2.25% for LIBOR loans and 0.75% to 1.25% for base rate loans at each measurement date. As of June 30, 2015, the applicable margins are 2.0% for LIBOR loans and 1.0% for base rate loans.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

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, 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 ability to, among other things: (i) allow certain liens to attach to the Company or its subsidiary assets; (ii) repurchase or pay dividends or make certain other restricted payments on capital stock and certain other securities, 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 and acquisitions to occur without financial covenants as long as the Company has $250.0 million of pro forma excess borrowing availability under the Credit Agreement. The Company must also comply with specified financial maintenance covenants and affirmative covenants only if the Company falls below $100.0 million of 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 in compliance with the terms of the Credit Agreement as of June 30, 2015, and was above the minimum borrowing availability threshold and therefore not subject to any financial maintenance covenants.

(12) Income Taxes

The Company files U.S. Federal tax returns, U.S. state tax returns and foreign tax returns. The Company has identified its U.S. Federal tax return as its “major” tax jurisdiction. For the U.S. Federal return, its tax years for 2011, 2012 and 2013 are subject to tax examination by the U.S. Internal Revenue Service through September 15, 2015, 2016 and 2017, respectively. The Company does 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 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.

The Company’s 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 Condensed Consolidated Statements of Operations.

(13) Share-based Compensation

The Company has historically awarded stock options and nonvested share-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 stockholders and administered by the compensation committee of the board of directors (“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 units, stock appreciation rights, performance stock, performance units and other share-based awards. Participants may be granted any one of the equity awards or any combination. The Company does not award stock options with an exercise price below the market price of the underlying securities on the date of award. As of June 30, 2015, 2.5 million shares remain available for future grants. Generally stock options have contractual terms of ten years.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

The following table summarizes the Company’s share-based compensation for the three and six months ended June 30:


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(In thousands)				(In thousands)
Share-based compensation expense included in:
Rental, selling and general expenses	$	2,615	$	2,977	$	5,865	$	7,141
Restructuring expenses		872		—		872		—

Total share-based compensation	$	3,487	$	2,977	$	6,737	$	7,141

As of June 30, 2015, total unrecognized compensation cost related to stock option awards was approximately $7.9 million and the related weighted-average period over which it is expected to be recognized is approximately 1.4 years. As of June 30, 2015, the unrecognized compensation cost related to nonvested share-awards was approximately $8.4 million, which is expected to be recognized over a weighted-average period of approximately 2.3 years.

Stock options. The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model which requires the input of assumptions. Management estimates 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 historical data. The following are the key assumptions used for options granted during the six-month periods ended June 30:


	2015	2014

Risk-free interest rate	1.3% - 1.5%		1.5% - 1.7	%
Expected life of the options (years)	5		5
Expected stock price volatility	35.6% - 35.7%		37.1 - 38.4	%
Expected dividend rate	1.8% - 2.0%		1.5% - 1.6	%

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


	Number of Shares			Weighted Average Exercise Price
Options outstanding, beginning of period		2,649		$	32.33
Granted		363			42.80
Canceled/Expired		(25	)		45.40
Exercised		(50	)		29.18

Options outstanding, end of period		2,937			33.56

A summary of stock options outstanding as of June 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		2,937	$	33.56		7.84	$	26,570
Vested and expected to vest		2,850		33.36		7.80		26,316
Exercisable		1,651		31.15		7.40		18,477

The aggregate intrinsic value of options exercised during the six months ended June 30, 2015, was approximately $0.6 million and the weighted average fair value of stock options granted was $8.42.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

Nonvested share-awards. The fair value of nonvested share-awards is estimated as the closing price of Mobile Mini’s common stock on the date of grant. A summary of nonvested share-awards activity for the six months ended June 30, 2015 is as follows (share amounts in thousands):


	Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		343		$	27.99
Awarded		82			37.22
Released		(52	)		33.90
Forfeited		(16	)		23.77

Nonvested at end of period		357			29.44

The total fair value of nonvested share-awards that vested during the six months ended June 30, 2015 was $1.8 million.

(14) Restructuring Costs

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. 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 also aligned sales leadership with operational leadership. The 2014 restructuring costs primarily relate the closure of the Company’s Belfast, North Ireland location as well as the transition of key leadership positions. The accrued restructuring obligations as of June 30, 2015 were related to the Company’s operations in North America.

The following table details accrued restructuring obligations (included in accrued liabilities in the Consolidated Balance Sheets) and related activity for the year ended December 31, 2014 and the six-month period ended June 30, 2015.


	Severance and Benefits			Lease Abandonment Costs			Other Costs			Total
	(In thousands)
Accrued obligations as of January 1, 2014	$	613		$	1,063		$	—		$	1,676
Restructuring expense		1,826			318			1,398			3,542
Settlement of obligations		(1,998	)		(705	)		(1,398	)		(4,101	)

Accrued obligations as of December 31, 2014		441			676			—			1,117
Restructuring expense		2,874			38			15			2,927
Settlement of obligations		(2,289	)		(129	)		(9	)		(2,427	)

Accrued obligations as of June 30, 2015	$	1,026		$	585		$	6		$	1,617

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.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(In thousands)				(In thousands)
Severance and benefits	$	2,410	$	299	$	2,874	$	639
Lease abandonment costs		19		179		38		318
Other costs		15		1,253		15		1,359

Restructuring expenses	$	2,444	$	1,731	$	2,927	$	2,316

(15) Commitments and Contingencies

Mobile Mini is a party to various claims and litigation in the normal course of business. Management’s current estimated range of liability related to various claims and pending litigation is based on claims for which 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 estimates will be revised as appropriate. Management does not anticipate the resolution of such matters known at this time will have a material adverse effect on our business or consolidated financial position.

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

(16) Stockholders’ Equity

Dividends

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

Treasury stock

On November 6, 2013, 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, and on April 17, 2015 authorized an additional $50.0 million for the repurchase program, for a total of $175.0 million. 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 six months ended June 30, 2015, the Company purchased approximately 0.9 million shares of its common stock at a cost of $33.1 million under the authorized share repurchase program, and approximately $117.0 million is available for repurchase as of June 30, 2015. In addition, the Company withheld approximately 10,000 shares of stock from employees, for an approximate value of $0.4 million, upon vesting of share awards to satisfy minimum tax withholding obligations. These shares were not acquired pursuant to the share repurchase program.

(17) Segment Reporting

Prior to the ETS Acquisition, the Company’s operations were comprised of two reportable segments: North America and the U.K., both of which offer portable storage solutions. Discrete financial data on each of the Company’s 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 six months ended June 30, 2015. The results for each segment are reviewed discretely by senior management.

All of the Company’s locations operate in their local currency and, although the Company is exposed to foreign exchange rate fluctuation in foreign markets where the Company rents and sells its products, the Company does not believe such exposure will have a significant impact on its results of operations.

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

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued


	For the Three Months Ended June 30, 2015
	Portable Storage
	North America		United Kingdom		Total		Specialty Containment			Consolidated
	(In thousands)
Revenues:
Rental	$	74,200	$	20,836	$	95,036	$	25,209		$	120,245
Sales		5,042		1,058		6,100		2,099			8,199
Other		1,726		103		1,829		15			1,844

Total revenues		80,968		21,997		102,965		27,323			130,288

Costs and expenses:
Rental, selling and general expenses		53,562		13,452		67,014		16,090			83,104
Cost of sales		3,136		852		3,988		1,412			5,400
Restructuring expenses		1,470		—		1,470		974			2,444
Asset impairment charge and loss on divestiture, net		1,402		—		1,402		—			1,402
Depreciation and amortization		6,530		1,642		8,172		6,366			14,538

Total costs and expenses		66,100		15,946		82,046		24,842			106,888

Income from operations	$	14,868	$	6,051	$	20,919	$	2,481		$	23,400

Interest expense, net of interest income	$	6,053	$	224	$	6,277	$	2,690		$	8,967
Income tax provision (benefit)		3,809		1,295		5,104		(89	)		5,015


	For the Three Months Ended June 30, 2014
	Portable Storage
	North America		United Kingdom		Total		Specialty Containment		Consolidated
	(In thousands)
Revenues:
Rental	$	78,013	$	20,028	$	98,041	$	—	$	98,041
Sales		6,910		1,072		7,982		—		7,982
Other		405		105		510		—		510

Total revenues		85,328		21,205		106,533		—		106,533

Costs and expenses:
Rental, selling and general expenses		53,976		14,173		68,149		—		68,149
Cost of sales		4,620		759		5,379		—		5,379
Restructuring expenses		305		1,426		1,731		—		1,731
Asset impairment charge, net		274		—		274		—		274
Depreciation and amortization		7,582		1,723		9,305		—		9,305

Total costs and expenses		66,757		18,081		84,838		—		84,838

Income from operations	$	18,571	$	3,124	$	21,695	$	—	$	21,695

Interest expense, net of interest income	$	6,870	$	227	$	7,097	$	—	$	7,097
Income tax provision		4,609		726		5,335		—		5,335

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

The following tables set forth certain information regarding each of the Company’s segments for the six-month periods ended June 30, 2015 and 2014.


	For the Six Months Ended June 30, 2015
	Portable Storage
	North America			United Kingdom		Total			Specialty Containment			Consolidated
	(In thousands)
Revenues:
Rental	$	153,184		$	40,856	$	194,040		$	49,322		$	243,362
Sales		10,025			2,037		12,062			4,109			16,171
Other		3,165			193		3,358			26			3,384

Total revenues		166,374			43,086		209,460			53,457			262,917

Costs and expenses:
Rental, selling and general expenses		107,142			27,104		134,246			31,904			166,150
Cost of sales		6,258			1,594		7,852			2,681			10,533
Restructuring expenses		1,687			—		1,687			1,240			2,927
Asset impairment charge and loss on divestiture, net		66,128			—		66,128			—			66,128
Depreciation and amortization		14,420			3,218		17,638			12,439			30,077

Total costs and expenses		195,635			31,916		227,551			48,264			275,815

(Loss) income from operations	$	(29,261	)	$	11,170	$	(18,091	)	$	5,193		$	(12,898	)

Interest expense, net of interest income	$	12,201		$	442	$	12,643		$	5,383		$	18,026
Income tax (benefit) provision		(15,189	)		2,254		(12,935	)		(81	)		(13,016	)


	For the Six Months Ended June 30, 2014
	Portable Storage
	North America		United Kingdom		Total		Specialty Containment		Consolidated
	(In thousands)
Revenues:
Rental	$	153,496	$	38,625	$	192,121	$	—	$	192,121
Sales		13,488		2,360		15,848		—		15,848
Other		759		209		968		—		968

Total revenues		167,743		41,194		208,937		—		208,937

Costs and expenses:
Rental, selling and general expenses		108,683		27,822		136,505		—		136,505
Cost of sales		9,210		1,722		10,932		—		10,932
Restructuring expenses		702		1,614		2,316		—		2,316
Asset impairment charge, net		433		124		557		—		557
Depreciation and amortization		15,000		3,450		18,450		—		18,450

Total costs and expenses		134,028		34,732		168,760		—		168,760

Income from operations	$	33,715	$	6,462	$	40,177	$	—	$	40,177

Interest expense, net of interest income	$	13,617	$	467	$	14,084	$	—	$	14,084
Income tax provision		7,908		1,481		9,389		—		9,389

The above schedules include revenues in the U.S. of $107.2 million and $83.8 million for the three-month periods ended June 30, 2015 and 2014, respectively, and revenues in the U.S. of $217.6 million and $165.0 million for the six-month periods ended June 30, 2015 and 2014, respectively

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

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


	Portable Storage
	North America		United Kingdom		Total		Specialty Containment		Consolidated
	(In thousands)
As of June 30, 2015:
Goodwill	$	458,937	$	65,298	$	524,235	$	182,851	$	707,086
Intangibles		1,716		564		2,280		73,220		75,500
Rental Fleet		664,131		152,969		817,100		127,518		944,618
Property Plant and Equipment		90,298		16,247		106,545		13,979		120,524

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 June 30, 2015 and December 31, 2014, respectively.

(18) Subsequent Events

Declaration of quarterly dividend

On July 21, 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 September 2, 2015 to all stockholders of record as of the close of business on August 19, 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 June 30, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2,535		$	1,169		$	—		$	3,704
Receivables, net		58,258			20,007			—			78,265
Inventories		16,287			1,200			—			17,487
Rental fleet, net		780,800			163,818			—			944,618
Property, plant and equipment, net		103,303			17,221			—			120,524
Deposits and prepaid expenses		8,683			3,406			—			12,089
Deferred financing costs, net and other assets		7,919			—			—			7,919
Intangibles, net		74,853			647			—			75,500
Goodwill		636,835			70,251			—			707,086
Intercompany receivables		144,053			33,905			(177,958	)		—

Total assets	$	1,833,526		$	311,624		$	(177,958	)	$	1,967,192

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	25,355		$	9,649		$	—		$	35,004
Accrued liabilities		50,204			7,453			—			57,657
Lines of credit		625,750			4,987			—			630,737
Obligations under capital leases		29,408			131			—			29,539
Senior Notes		200,000			—			—			200,000
Deferred income taxes		199,389			19,837			—			219,226
Intercompany payables		—			67			(67	)		—

Total liabilities		1,130,106			42,124			(67	)		1,172,163

Commitments and contingencies
Stockholders’ equity:
Common stock		491			18,388			(18,388	)		491
Additional paid-in capital		577,291			160,347			(160,347	)		577,291
Retained earnings		224,796			119,896			844			345,536
Accumulated other comprehensive loss		—			(29,131	)		—			(29,131	)
Treasury stock, at cost		(99,158	)		—			—			(99,158	)

Total stockholders’ equity		703,420			269,500			(177,891	)		795,029

Total liabilities and stockholders’ equity	$	1,833,526		$	311,624		$	(177,958	)	$	1,967,192

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

MOBILE MINI, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2014

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2,977		$	762		$	—		$	3,739
Receivables, net		62,033			18,998			—			81,031
Inventories		15,371			1,365			—			16,736
Rental fleet, net		934,433			152,623			—			1,087,056
Property, plant and equipment, net		95,509			17,666			—			113,175
Deposits and prepaid expenses		7,375			1,211			—			8,586
Deferred financing costs, net and other assets		8,858			—			—			8,858
Intangibles, net		77,629			756			—			78,385
Goodwill		635,943			69,665			—			705,608
Intercompany receivables		145,018			33,971			(178,989	)		—

Total assets	$	1,985,146		$	297,017		$	(178,989	)	$	2,103,174

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	14,803		$	8,130		$	—		$	22,933
Accrued liabilities		56,104			7,623			—			63,727
Lines of credit		702,135			3,383			—			705,518
Obligations under capital leases		24,760			158			—			24,918
Senior Notes		200,000			—			—			200,000
Deferred income taxes		215,184			17,367			(1,004	)		231,547
Intercompany payables		—			94			(94	)		—

Total liabilities		1,212,986			36,755			(1,098	)		1,248,643

Commitments and contingencies
Stockholders’ equity:
Common stock		490			18,388			(18,388	)		490
Additional paid-in capital		569,083			160,347			(160,347	)		569,083
Retained earnings		268,263			111,397			844			380,504
Accumulated other comprehensive loss		—			(29,870	)		—			(29,870	)
Treasury stock, at cost		(65,676	)		—			—			(65,676	)

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

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended June 30, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	98,354		$	21,891		$	—		$	120,245
Sales		7,078			1,121			—			8,199
Other		1,739			105			—			1,844

Total revenues		107,171			23,117			—			130,288

Costs and expenses:
Rental, selling and general expenses		68,873			14,231			—			83,104
Cost of sales		4,506			894			—			5,400
Restructuring expenses		2,444			—			—			2,444
Asset impairment charge and loss on divestiture, net		1,384			18			—			1,402
Depreciation and amortization		12,785			1,753			—			14,538

Total costs and expenses		89,992			16,896			—			106,888

Income from operations		17,179			6,221			—			23,400
Other income (expense):
Interest income		2,661			—			(2,661	)		—
Interest expense		(11,245	)		(383	)		2,661			(8,967	)
Foreign currency exchange		—			(2	)		—			(2	)

Income before income tax provision		8,595			5,836			—			14,431
Income tax provision		3,720			1,295			—			5,015

Net income	$	4,875		$	4,541		$	—		$	9,416

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Three Months Ended June 30, 2015

(In thousands)


	Guarantors		Non- Guarantors		Eliminations		Consolidated
Net income	$	4,875	$	4,541	$	—	$	9,416
Foreign currency translation adjustment		—		12,516		—		12,516

Comprehensive income	$	4,875	$	17,057	$	—	$	21,932

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended June 30, 2014

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	76,613		$	21,428		$	—		$	98,041
Sales		6,807			1,175			—			7,982
Other		403			107			—			510

Total revenues		83,823			22,710			—			106,533

Costs and expenses:
Rental, selling and general expenses		52,904			15,245			—			68,149
Cost of sales		4,548			831			—			5,379
Restructuring expenses		305			1,426			—			1,731
Asset impairment charge, net		280			(6	)		—			274
Depreciation and amortization		7,443			1,862			—			9,305

Total costs and expenses		65,480			19,358			—			84,838

Income from operations		18,343			3,352			—			21,695
Other income (expense):
Interest income		21			—			(21	)		—
Interest expense		(6,719	)		(399	)		21			(7,097	)
Foreign currency exchange		—			—			—			—

Income before income tax provision		11,645			2,953			—			14,598
Income tax provision		4,609			726			—			5,335

Net income	$	7,036		$	2,227		$	—		$	9,263

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30, 2014

(In thousands)


	Guarantors		Non- Guarantors		Eliminations		Consolidated
Net income	$	7,036	$	2,227	$	—	$	9,263
Foreign currency translation adjustment		—		6,086		—		6,086

Comprehensive income	$	7,036	$	8,313	$	—	$	15,349

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	200,461		$	42,901		$	—		$	243,362
Sales		13,995			2,176			—			16,171
Other		3,189			195			—			3,384

Total revenues		217,645			45,272			—			262,917

Costs and expenses:
Rental, selling and general expenses		137,547			28,603			—			166,150
Cost of sales		8,843			1,690			—			10,533
Restructuring expenses		2,927			—			—			2,927
Asset impairment charge and loss on divestiture, net		66,110			18			—			66,128
Depreciation and amortization		26,633			3,444			—			30,077

Total costs and expenses		242,060			33,755			—			275,815

(Loss) income from operations		(24,415	)		11,517			—			(12,898	)
Other income (expense):
Interest income		5,323			—			(5,323	)		—
Interest expense		(22,588	)		(761	)		5,323			(18,026	)
Foreign currency exchange		—			(2	)		—			(2	)

(Loss) income before income tax (benefit) provision		(41,680	)		10,754			—			(30,926	)
Income tax (benefit) provision		(15,271	)		2,255			—			(13,016	)

Net (loss) income	$	(26,409	)	$	8,499		$	—		$	(17,910	)

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Six Months Ended June 30, 2015

(In thousands)


	Guarantors			Non- Guarantors		Eliminations		Consolidated
Net (loss) income	$	(26,409	)	$	8,499	$	—	$	(17,910	)
Foreign currency translation adjustment		—			739				739

Comprehensive (loss) income	$	(26,409	)	$	9,238	$	—	$	(17,171	)

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2014

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rental	$	150,881		$	41,240		$	—		$	192,121
Sales		13,334			2,514			—			15,848
Other		754			214			—			968

Total revenues		164,969			43,968			—			208,937

Costs and expenses:
Rental, selling and general expenses		106,612			29,893			—			136,505
Cost of sales		9,100			1,832			—			10,932
Restructuring expenses		702			1,614			—			2,316
Asset impairment charge, net		416			141			—			557
Depreciation and amortization		14,720			3,730			—			18,450

Total costs and expenses		131,550			37,210			—			168,760

Income from operations		33,419			6,758			—			40,177
Other income (expense):
Interest income		51			—			(51	)		—
Interest expense		(13,318	)		(817	)		51			(14,084	)
Foreign currency exchange		—			(1	)		—			(1	)

Income before income tax provision		20,152			5,940			—			26,092
Income tax provision		7,908			1,481			—			9,389

Net income	$	12,244		$	4,459		$	—		$	16,703

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

Six Months Ended June 30, 2014

(In thousands)


	Guarantors		Non- Guarantors		Eliminations		Consolidated
Net income	$	12,244	$	4,459	$	—	$	16,703
Foreign currency translation adjustment		—		7,266		—		7,266

Comprehensive income	$	12,244	$	11,725	$	—	$	23,969

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2015

(In thousands)


	Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net (loss) income	$	(26,409	)	$	8,499		$	—		$	(17,910	)
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
Provision for doubtful accounts		1,527			367			—			1,894
Amortization of deferred financing costs		1,557			29			—			1,586
Amortization of long-term liabilities		50			1			—			51
Share-based compensation expense		6,548			189			—			6,737
Depreciation and amortization		26,633			3,444			—			30,077
Gain on sale of rental fleet units		(3,417	)		(226	)		—			(3,643	)
Loss on disposal of property, plant and equipment		1,132			350			—			1,482
Deferred income taxes		(15,674	)		2,254			—			(13,420	)
Foreign currency loss		—			2			—			2
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		1,659			(1,164	)		—			495
Inventories		(915	)		165			—			(750	)
Deposits and prepaid expenses		(783	)		(2,143	)		—			(2,926	)
Other assets and intangibles		(5	)		—			—			(5	)
Accounts payable		5,217			(397	)		—			4,820
Accrued liabilities		(3,484	)		(233	)		—			(3,717	)
Intercompany		835			(736	)		(99	)		—

Net cash provided by operating activities		60,581			10,419			(99	)		70,901

Cash Flows from Investing Activities:
Proceeds from mobile wood office divestiture		84,473			27			—			84,500
Cash paid for businesses, net of cash acquired		—			(1,200	)		—			(1,200	)
Additions to rental fleet		(17,749	)		(10,060	)		—			(27,809	)
Proceeds from sale of rental fleet units		8,243			1,132			—			9,375
Additions to property, plant and equipment		(9,957	)		(1,655	)		—			(11,612	)
Proceeds from sale of property, plant and equipment		1,228			449			—			1,677

Net cash provided by (used in) investing activities		66,238			(11,307	)		—			54,931

Cash Flows from Financing Activities:
Net borrowings (repayments) under lines of credit		(76,385	)		1,504			99			(74,782	)
Deferred financing costs		(113	)		—			—			(113	)
Principal payments on capital lease obligations		(1,790	)		(27	)		—			(1,817	)
Issuance of common stock		1,473			—			—			1,473
Dividend payments		(16,964	)		—			—			(16,964	)
Purchase of treasury stock		(33,482	)		—			—			(33,482	)

Net cash (used in) provided by financing activities		(127,261	)		1,477			99			(125,685	)

Effect of exchange rate changes on cash		—			(182	)		—			(182	)

Net (decrease) increase in cash		(442	)		407			—			(35	)
Cash and cash equivalents at beginning of period		2,977			762			—			3,739

Cash and cash equivalents at end of period	$	2,535		$	1,169		$	—		$	3,704

MOBILE MINI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

MOBILE MINI, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2014

(In thousands)


	Guarantors			Non- Guarantors			Eliminations		Consolidated
Cash Flows from Operating Activities:
Net income	$	12,244		$	4,459		$	—	$	16,703
Adjustments to reconcile net income to net cash provided by operating activities:
Asset impairment charge, net		416			141			—		557
Provision for doubtful accounts		1,102			247			—		1,349
Amortization of deferred financing costs		1,375			30			—		1,405
Amortization of long-term liabilities		81			2			—		83
Share-based compensation expense		6,767			374			—		7,141
Depreciation and amortization		14,720			3,730			—		18,450
Gain on sale of rental fleet units		(3,237	)		742			—		(2,495	)
Loss on disposal of property, plant and equipment		199			160			—		359
Deferred income taxes		7,728			1,461			—		9,189
Foreign currency loss		—			1			—		1
Changes in certain assets and liabilities, net of effect of businesses acquired:
Receivables		(1,114	)		(1,495	)		—		(2,609	)
Inventories		232			(177	)		—		55
Deposits and prepaid expenses		(1,609	)		(247	)		—		(1,856	)
Other assets and intangibles		19			(30	)		—		(11	)
Accounts payable		879			1,552			—		2,431
Accrued liabilities		(1,601	)		134			—		(1,467	)
Intercompany		2,290			(2,290	)		—		—

Net cash provided by operating activities		40,491			8,794			—		49,285

Cash Flows from Investing Activities:
Cash paid for businesses, net of cash acquired		(16,260	)		—			—		(16,260	)
Additions to rental fleet		(4,871	)		(3,279	)		—		(8,150	)
Proceeds from sale of rental fleet units		9,717			2,302			—		12,019
Additions to property, plant and equipment		(3,891	)		(850	)		—		(4,741	)
Proceeds from sale of property, plant and equipment		1,145			306			—		1,451

Net cash used in investing activities		(14,160	)		(1,521	)		—		(15,681	)

Cash Flows from Financing Activities:
Net repayments under lines of credit		(10,821	)		(8,368	)		—		(19,189	)
Principal payments on capital lease obligations		(766	)		—			—		(766	)
Issuance of common stock		2,062			—			—		2,062
Dividend payments		(15,719	)		—			—		(15,719	)
Purchase of treasury stock		(463	)		—			—		(463	)

Net cash used in financing activities		(25,707	)		(8,368	)		—		(34,075	)

Effect of exchange rate changes on cash		—			(217	)		—		(217	)

Net increase (decrease) in cash		624			(1,312	)		—		(688	)
Cash and cash equivalents at beginning of period		(190	)		1,446			—		1,256

Cash and cash equivalents at end of period	$	434		$	134		$	—	$	568

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 consolidated financial statements and the accompanying notes thereto which are included in our Annual Report on Form 10-K 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 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 92.6% of our total revenues for the six months ended June 30, 2015. We believe this strategy maximizes our assets which have long useful lives, relatively low maintenance costs and provide highly attractive and predictable recurring revenue. 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 of Evergreen Tank Solutions, which we refer to as the ETS Acquisition. ETS is the third largest provider of specialty containment solutions in the U.S. and the leading provider in the Gulf Coast region. ETS will continue to operate as a separate subsidiary of ours under the ETS name (as will its subsidiary Water Movers), and its operations are included in our results of operations for the six months ended June 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 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 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 of was recorded in the quarter ended March 31, 2015. In the quarter ended June 30, 2015, a sale of these assets was completed and a loss on sale of was recorded. The total impairment and loss on the divestiture of the wood mobile offices was $66.1 million during the six-month period ended June 30, 2015. See additional discussion regarding the impairment and the divestiture of the wood mobile offices in Note 5 to the accompanying condensed consolidated financial statements.

As of June 30, 2015, we operate our portable storage business from 134 locations throughout North America and in the U.K., and have a portable storage fleet of approximately 204,200 units. Our recently acquired specialty containment business serves customers through 23 locations with a fleet of approximately 11,100 units.

Business Environment and Outlook. Excluding the divested wood mobile assets, approximately 61% of our revenue during the twelve-month period ended June 30, 2015 was derived from our North American portable storage business, 18% was derived from our UK 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 40% of our consolidated rental revenue is forecasted 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 is forecasted 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 consists 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 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 June 30, 2015:


	Rental Fleet			Number of Units		Percentage of Units
	(In thousands)
Steel storage containers	$	607,667			173,426		85	%
Steel ground level offices		342,530			28,850		14
Other		5,038			1,942		1

Portable storage rental fleet		955,235			204,218		100	%

Accumulated depreciation		(138,135	)

Portable storage rental fleet, net	$	817,100

The tables below outline the composition of our specialty containment rental fleet at June 30, 2015:


	Rental Fleet			Number of Units		Percentage of Units
	(In thousands)
Steel tanks	$	54,041			2,896		26	%
Roll-off boxes		23,857			4,892		44
Stainless steel tank trailers		24,562			595		5
Vacuum boxes		9,456			1,099		10
Dewatering boxes		4,943			640		6
Pumps and filtration equipment		13,242			973		9
Other		6,583			n/a

Specialty containment rental fleet		136,684			11,095		100	%

Accumulated depreciation		(9,166	)

Specialty containment rental fleet, net	$	127,518

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 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 they provide useful information regarding our ability to meet our future debt payment requirements, capital expenditures and working capital requirements and that they provide an overall evaluation of our financial condition. 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.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(In thousands)						(In thousands)
Net income (loss)	$	9,416		$	9,263		$	(17,910	)	$	16,703
Interest expense		8,967			7,097			18,026			14,084
Income tax provision (benefit)		5,015			5,335			(13,016	)		9,389
Depreciation and amortization		14,538			9,305			30,077			18,450

EBITDA		37,936			31,000			17,177			58,626
Share-based compensation expense (1)		2,615			2,977			5,865			7,141
Restructuring expenses (2)		2,444			1,731			2,927			2,316
Acquisition-related expenses (3)		993			33			1,995			39
Impairment and divestiture-related revenues and expenses, net (4)		1,652			274			66,378			557
Sales tax refund and proposed unclaimed property settlement		642			—			(534	)		—

Adjusted EBITDA	$	46,282		$	36,015		$	93,808		$	68,679

EBITDA margin		29.1	%		29.1	%		6.5	%		28.1	%
Adjusted EBITDA margin (6)		35.9			33.8			36.0			32.9

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(In thousands)						(In thousands)
EBITDA	$	37,936		$	31,000		$	17,177		$	58,626
Interest paid		(11,715	)		(10,131	)		(15,905	)		(12,291	)
Income and franchise taxes paid		(1,420	)		(689	)		(1,693	)		(778	)
Share-based compensation expense, including restructuring expense (1)		3,487			2,977			6,737			7,141
Asset impairment charge and loss on divestiture, net		1,402			274			66,128			557
Gain on sale of rental fleet		(1,671	)		(784	)		(3,643	)		(2,495	)
Loss on disposal of property, plant and equipment		1,147			287			1,482			359
Change in certain assets and liabilities, net of effect of businesses acquired:
Receivables		1,856			(2,585	)		2,389			(1,260	)
Inventories		(907	)		(173	)		(750	)		55
Deposits and prepaid expenses		(3,372	)		(580	)		(2,926	)		(1,856	)
Other assets and intangibles		(14	)		(6	)		(5	)		(11	)
Accounts payable and accrued liabilities		5,700			2,883			1,910			1,238

Net cash provided by operating activities	$	32,429		$	22,473		$	70,901		$	49,285

(1)	Share-based compensation, a portion of which is included in restructuring expenses, represents non-cash compensation expense associated with the granting of equity instruments. For more information see Note 13 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 to the accompanying condensed consolidated financial statements.

(3)	Incremental costs associated with acquisitions.

(4)

In 2015, impairment and divestiture-related revenues and expenses, net include the following: asset impairment charge and loss on divestiture, net, of $1.4 million and $66.1 million for the three and six-month periods, respectively. In both the three- and six-month periods, this adjustment includes $1.5 million of transition services revenue, and $1.7 million of operating expenses associated with the transition of the wood mobile offices, including expenses related to wood mobile offices on our leased properties. In 2014, the asset impairment 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. For more information about the wood mobile office divestiture, see Note 5 to the accompanying condensed consolidated financial statements.

(5)

Revenue of $1.2 million associated with a sales tax refund recorded in the first quarter, partially offset by $0.6 million in expenses related to the proposed settlement of an outstanding unclaimed property liability with the state of Delaware in the second quarter. These transactions are not indicative of our ongoing business activity.

(6)	Revenue discussed above of $1.2 million associated with a sales tax refund recorded in the first quarter and $1.5 million of transition service revenues recorded in the second quarter were excluded in the calculation of the adjusted EBITDA margin.

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. 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 June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(In thousands)						(In thousands)
Net cash provided by operating activities	$	32,429		$	22,473		$	70,901		$	49,285
Additions to rental fleet, excluding acquisitions		(17,329	)		(4,072	)		(27,809	)		(8,150	)
Proceeds from sale of rental fleet units		4,533			6,392			9,375			12,019
Additions to property, plant and equipment, excluding acquisitions		(7,371	)		(2,113	)		(11,612	)		(4,741	)
Proceeds from sale of property, plant and equipment		1,070			543			1,677			1,451

Net capital (expenditures) proceeds		(19,097	)		750			(28,369	)		579

Free cash flow	$	13,332		$	23,223		$	42,532		$	49,864

RESULTS OF OPERATIONS

Three Months Ended June 30, 2015, Compared to Three Months Ended June 30, 2014


	Three Months Ended June 30,						Percent of Revenue Three Months Ended June 30,						Increase (Decrease) 2015 versus 2014
	2015			2014			2015			2014			Increase (Decrease) 2015 versus 2014
	(In thousands, except percentages)
Revenues:
Rental	$	120,245		$	98,041			92.3	%		92.0	%	$	22,204		22.6	%
Sales		8,199			7,982			6.3			7.5			217		2.7
Other		1,844			510			1.4			0.5			1,334		261.6

Total revenues		130,288			106,533			100.0			100.0			23,755		22.3

Costs and expenses:
Rental, selling and general expenses		83,104			68,149			63.8			64.0			14,955		21.9
Cost of sales		5,400			5,379			4.1			5.0			21		0.4
Restructuring expenses		2,444			1,731			1.9			1.6			713		41.2
Asset impairment charge and loss on divestiture, net		1,402			274			1.1			0.3			1,128		n/a
Depreciation and amortization		14,538			9,305			11.2			8.7			5,233		56.2

Total costs and expenses		106,888			84,838			82.0			79.6			22,050		26.0

Income from operations		23,400			21,695			18.0			20.4			1,705		7.9
Other income (expense):
Interest expense		(8,967	)		(7,097	)		(6.9	)		(6.7	)		(1,870	)	26.3
Foreign currency exchange		(2	)		—			—			—			(2	)

Income before income tax provision		14,431			14,598			11.1			13.7			(167	)
Income tax provision		5,015			5,335			3.8			5.0			(320	)

Net income	$	9,416		$	9,263			7.2	%		8.7	%	$	153


	Three Months Ended June 30,						Percent of Revenue Three Months Ended June 30,						Increase (Decrease) 2015 versus 2014
	2015			2014			2015			2014			Increase (Decrease) 2015 versus 2014
	(In thousands, except percentages)
EBITDA	$	37,936		$	31,000			29.1	%		29.1	%	$	6,936		22.4	%
Adjusted EBITDA (1)		46,282			36,015			35.9			33.8			10,267		28.5
Free Cash Flow		13,332			23,223			10.2			21.8			(9,891	)	(42.6	)

(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 ongoing business. See “Non-GAAP Data and Reconciliations” earlier in this report.

Revenues. The following table depicts revenue by type of business for the three-month periods ended June 30:


	Three Months Ended June 30,
	Portable Storage									Specialty Containment
	2015		2014		Increase (Decrease) 2015 versus 2014					2015
	(In thousands, except percentages)
Revenues:
Rental	$	95,036	$	98,041	$	(3,005	)	(3.1	)%	$	25,209
Sales		6,100		7,982		(1,882	)	(23.6	)		2,099
Other		1,829		510		1,319		258.6			15

Total revenues	$	102,965	$	106,533	$	(3,568	)	(3.3	)	$	27,323

Total revenues for the quarter ended June 30, 2015 increased $23.8 million, or 22.3%, to $130.3 million, compared to $106.5 million for the same period in 2014. The increase is due to $27.3 million related to the acquired specialty containment business, partially offset by a $3.6 million decrease in portable storage revenues. Rental revenues as a percentage of total revenues was 92.3%, compared to 92.0% in the prior-year quarter. Rental revenues for the quarter ended June 30, 2015 increased $22.2 million, or 22.6%, to $120.2 million, compared to $98.0 million for the same period in 2014. Specialty containment rental revenue of $25.2 million was partially offset by a decrease of $3.0 million in portable storage rental revenues, from $98.0 million to $95.0 million.

The decrease of revenues within the portable storage business is a result of the wood mobile office divestiture discussed previously. In the second quarter of 2015, the divested business contributed approximately $5.1 million of rental revenue, as compared to $10.9 million of rental revenue in the second quarter of 2014.

Rental revenue related to the remaining portable storage business increased approximately $2.8 million, or 3.2%, driven by a 5.1% 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 5.5%. Excluding North American wood mobile offices and adjusted for the unfavorable currency effect, yield (calculated as rental revenues divided by average units on rent) increased approximately 4.8% as compared to the prior-year quarter.

Portable storage sales revenue for the quarter ended June 30, 2015 decreased $1.9 million, or 23.6%, to $6.1 million, compared to $8.0 million in the same period in 2014. Revenue from specialty containment sales was $2.1 million for the quarter ended June 30, 2015. We focus on rental revenues; as such, 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 three-month periods ended June 30:


	Three Months Ended June 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	$	67,014	$	68,149	$	(1,135	)	(1.7	)%	$	16,090
Cost of sales		3,988		5,379		(1,391	)	(25.9	)		1,412
Restructuring expenses		1,470		1,731		(261	)	(15.1	)		974
Asset impairment charge and loss on divestiture, net		1,402		274		1,128		n/a			—
Depreciation and amortization		8,172		9,305		(1,133	)	(12.2	)		6,366

Total costs and expenses	$	82,046	$	84,838	$	(2,792	)	(3.3	)	$	24,842

Within the portable storage business, rental, selling and general expenses decreased $1.1 million, or 1.7%. As a percentage of total portable storage revenue, rental, selling and general expenses increased to 65.1% in the current quarter, from 64.0% in the three months ended June 30, 2014. Excluding the $1.5 million of revenue and $1.7 million of expense associated with the transition services agreement, $1.0 million of acquisition-related expenses and $0.6 million related to a proposed unclaimed property settlement, rental, selling and general expenses were 62.7% of total portable storage revenues.

Within the portable storage business, fleet freight and fuel decreased $1.5 million, and fleet repairs and maintenance decreased $1.8 million, due to the focus in the prior year on bringing our fleet to rent-ready condition and positioning the fleet in areas where the utilization is the highest. Maintaining and positioning our fleet remained a focus in the quarter ended June 30, 2015, however the expense is approaching normal levels. Repairs and maintenance on our portable storage rental fleet as a percentage of rental revenue was 5.5%, compared to 7.1% in the prior-year quarter.

Also within the portable storage business, payroll-related expenses increased approximately $0.9 million. Other increases include $1.0 million of acquisition-related expenses and $0.6 million related to a proposed unclaimed property settlement, as well as an increase in professional fees and service contracts, including technology upgrades. Specialty containment rental, selling and general expense was $16.1 million for the quarter ended June 30, 2015, or 58.9% of total specialty containment revenues.

In the quarter ended June 30, 2015, rental, selling and general expenses included approximately $1.7 million in expenses incurred to provide transition services related to the divestiture of our wood mobile offices. This expense includes direct expenses to transport and maintain the assets on behalf of the purchaser, as well as expenses incurred related to wood mobile offices on our leased properties and certain administrative expenses such as billing and revenue collection.

Cost of sales is the cost related to our sales revenue only. Within the portable storage business, cost of sales was $4.0 million and $5.4 million in the quarters ended June 30, 2015 and 2014, respectively. Portable storage sales revenue, less cost of sales (sales profit), was $2.1 million and $2.6 million for the three-month periods ended June 30, 2015 and 2014, respectively. Sales profit expressed as a percentage of sales revenue (sales profit margin) was 34.6% in the quarter ended June 30, 2015 and 32.6% in the prior-year quarter. Cost of sales related to our specialty containment products was $1.4 million in the quarter ended June 30, 2015. Specialty containment products sales profit and profit margin were $0.7 million and 32.7% in the quarter ended June 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 also 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.

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 restructuring costs as we consolidate yards and reduce yard space to reduce ongoing costs.

As discussed previously, we recorded a $1.5 million loss on the sale of our wood mobile offices in the quarter ended June 30, 2015. Asset impairment charges, net of recoveries, were $0.3 million for the three months ended June 30, 2014 and relate to a 2013 assessment of the rental fleet resulting in a non-cash impairment charge on long-lived assets.

Depreciation and amortization expense increased $5.2 million for the three months ended June 30, 2015, as compared to the prior-year quarter. Increased depreciation of $6.4 million related to the specialty containment business was partially offset by a decrease of $1.1 million related to the portable storage business. Subsequent to the impairment of the wood mobile office units, no additional depreciation was recognized on these assets.

Adjusted EBITDA. Adjusted EBITDA increased $10.3 million, or 28.5%, to $46.3 million, compared to $36.0 million in the prior-year period. Of this increase, $0.4 million related to our portable storage business and $9.9 million related to our specialty containment business. The reduction in portable storage adjusted EBITDA is a result of the wood mobile office divestiture. Adjusted EBITDA margins were 35.9% and 33.8% for the quarters ended June 30, 2015 and 2014, respectively. Adjusted EBITDA margins for the quarter ended June 30, 2015 were 35.8% for our portable storage business and 36.2% for our specialty containment business.

Interest Expense. Interest expense increased $1.9 million, or 26.3%, to $9.0 million in the second quarter of 2015, 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 June 30, 2015 was $890.1 million as compared to $506.8 million in the prior-year quarter. The weighted average interest rate on our debt was 3.7% and 5.0% for the three months ended June 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 5.6% for the three month periods ended June 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.

Provision for income taxes. During the quarter ended June 30, 2015, we had a $5.0 million provision for income taxes, compared to $5.3 million in the prior-year quarter. Our effective income tax rate decreased to 34.8% for three months ended June 30, 2015, compared to 36.5% for the prior-year period. The decrease in the tax rate is primarily due to the increase in profitability of our U.K. operations, which has a lower tax rate, as a percentage of our total pre-tax profit. In addition, we recognized a tax benefit upon divestiture of the wood mobile office fleet.

Net income. As a result of the income statement activity discussed above, we had net income of $9.4 million for the three months ended June 30, 2015, compared to net income of $9.3 million in the prior-year quarter.

Six Months Ended June 30, 2015, Compared to Six Months Ended June 30, 2014


	Six Months Ended June 30,						Percent of Revenue Six Months Ended June 30,						Increase (Decrease) 2015 versus 2014
	2015			2014			2015			2014			Increase (Decrease) 2015 versus 2014
	(In thousands, except percentages)
Revenues:
Rental	$	243,362		$	192,121			92.6	%		92.0	%	$	51,241		26.7	%
Sales		16,171			15,848			6.2			7.6			323		2.0
Other		3,384			968			1.3			0.5			2,416		249.6

Total revenues		262,917			208,937			100.0			100.0			53,980		25.8

Costs and expenses:
Rental, selling and general expenses		166,150			136,505			63.2			65.3			29,645		21.7
Cost of sales		10,533			10,932			4.0			5.2			(399	)	(3.6	)
Restructuring expenses		2,927			2,316			1.1			1.1			611		26.4
Asset impairment charge and loss on divestiture, net		66,128			557			25.2			0.3			65,571		n/a
Depreciation and amortization		30,077			18,450			11.4			8.8			11,627		63.0

Total costs and expenses		275,815			168,760			104.9			80.8			107,055		63.4

(Loss) income from operations		(12,898	)		40,177			(4.9	)		19.2			(53,075	)	(132.1	)
Other income (expense):
Interest expense		(18,026	)		(14,084	)		(6.9	)		(6.7	)		(3,942	)	28.0
Foreign currency exchange		(2	)		(1	)		—			—			(1	)

(Loss) income before income tax (benefit) provision		(30,926	)		26,092			(11.8	)		12.5			(57,018	)
Income tax (benefit) provision		(13,016	)		9,389			(5.0	)		4.5			(22,405	)

Net (loss) income	$	(17,910	)	$	16,703			(6.8	)%		8.0	%	$	(34,613	)


	Six Months Ended June 30,						Percent of Revenue Six Months Ended June 30,						Increase (Decrease) 2015 versus 2014
	2015			2014			2015			2014			Increase (Decrease) 2015 versus 2014
	(In thousands, except percentages)
EBITDA	$	17,177		$	58,626			6.5	%		28.1	%	$	(41,449	)	(70.7	)%
Adjusted EBITDA (1)		93,808			68,679			36.0			32.9			25,129		36.6
Free Cash Flow		42,532			49,864			16.2			23.9			(7,332	)	(14.7	)

(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 ongoing business. See “Non-GAAP Data and Reconciliations” earlier in this report.

Revenues. The following table depicts revenue by type of business for the six-month periods ended June 30:


	Six Months Ended June 30,
	Portable Storage									Specialty Containment
	2015		2014		Increase (Decrease) 2015 versus 2014					2015
	(In thousands, except percentages)
Revenues:
Rental	$	194,040	$	192,121	$	1,919		1.0	%	$	49,322
Sales		12,062		15,848		(3,786	)	(23.9	)		4,109
Other		3,358		968		2,390		246.9			26

Total revenues	$	209,460	$	208,937	$	523		0.3		$	53,457

Total revenues for the six months ended June 30, 2015 increased $54.0 million, or 25.8%, to $262.9 million, compared to $208.9 million for the same period in 2014. Of this increase, $53.5 million is due to the acquired specialty containment business and $0.5 million is due to portable storage. Rental revenues as a percentage of total revenues was 92.6%, compared to 92.0% in the prior-year period. Rental revenues for the six months ended June 30, 2015 increased $51.2 million, or 26.7%, to $243.4 million, compared to $192.1 million for the same period in 2014. Specialty containment rental revenue accounted for $49.3 million of this increase, while portable storage rental revenue increased $1.9 million to $194.0 million, from $192.1 million in the prior-year quarter.

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 six months of 2015, the divested business contributed approximately $15.8 million of rental revenue, as compared to $21.1 million of rental revenue in the first six months of 2014.

The rental revenue related to the remaining portable storage business increased approximately $7.3 million, or 4.3%, driven by a 5.6% 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 6.5%. Excluding North American wood mobile offices and adjusted for the effect of unfavorable currency rates, yield (calculated as rental revenues divided by average units on rent) increased approximately 6.1%, as compared to the prior-year period.

Revenue from the sales of portable storage and office units for the six months ended June 30, 2015 decreased $3.8 million, or 23.9%, to $12.1 million, compared to $15.8 million in the same period in 2014. Revenue from specialty containment sales was $4.1 million for the six months ended June 30, 2015. We focus on rental revenues; as such, 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 six-month periods ended June 30:


	Six Months Ended June 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	$	134,246	$	136,505	$	(2,259	)	(1.7	)%	$	31,904
Cost of sales		7,852		10,932		(3,080	)	(28.2	)		2,681
Restructuring expenses		1,687		2,316		(629	)	(27.2	)		1,240
Asset impairment charge and loss on divestiture, net		66,128		557		65,571		n/a			—
Depreciation and amortization		17,638		18,450		(812	)	(4.4	)		12,439

Total costs and expenses	$	227,551	$	168,760	$	58,791		34.8		$	48,264

Within the portable storage business, rental, selling and general expenses decreased $2.3 million, or 1.7% and as a percentage of total portable storage revenues decreased to 64.1% from 65.3% for the six months ended June 30, 2015 and 2014, respectively. Excluding $1.5 million of revenue and $1.7 million of expense associated with the transition services agreement, $1.2 million of revenue associated with the receipt of a sales tax refund, $2.0 million of acquisition-related expenses and $0.6 million related to a proposed unclaimed property settlement, rental, selling and general expenses were 62.8% of total portable storage revenues.

Within the portable storage business, fleet freight and fuel decreased $3.4 million and fleet repairs and maintenance decreased $3.6 million due to focus in the prior-year on bringing our fleet to rent-ready condition, and positioning the fleet in areas where the utilization is the highest. Maintaining and positioning our fleet remained a focus in the six-month period ended June 30, 2015, however, the expense is beginning to approach more normal levels. Repairs and maintenance on our portable storage rental fleet as a percentage of rental revenue was 5.1%, compared to 7.0% in the prior-year period.

Payroll-related expenses within the portable storage business were consistent with the prior year as increased salaries and wages were offset by decreased share-based compensation expense. Also within the portable storage business, rental, selling and general expenses increases include $2.0 million of acquisition-related expenses, as well as an increase in professional fees, and service contracts, including technology upgrades. Specialty containment rental, selling and general expense was $31.9 million for the six-month period ended June 30, 2015, or 59.7% of total specialty containment revenues.

In the six-month period ended June 30, 2015, rental, selling and general expenses included approximately $1.7 million in expenses incurred to provide transition services related to the divestiture of our wood mobile offices. This expense 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.

Cost of sales is the cost related to our sales revenue only. Within the portable storage business, cost of sales was $7.9 million and $10.9 million in the six months ended June 30, 2015 and 2014, respectively. Portable storage sales profit was $4.2 million and $4.9 million for the six-month periods ended June 30, 2015 and 2014, respectively. Sales profit margin was 34.9% in the current-year period and 31.0% in the prior-year period. Cost of sales related to our specialty containment products was $2.7 million in the six-month period ended June 30, 2015. Specialty product sales profit and profit margin were $1.4 million and 34.8%, respectively, for the six-month period ended June 30, 2015.

As discussed previously in this report, during the six months ended June 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 six months ended June 30, 2014 and relate to a 2013 assessment of the rental fleet resulting in a non-cash impairment charge on long-lived assets.

Depreciation and amortization expense increased $11.6 million for the six months ended June 30, 2015, as compared to the prior-year period. Increased depreciation of $12.4 million related to the specialty containment business was partially offset by a decrease of $0.8 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 $25.1 million, or 36.6%, to $93.8 million, compared to $68.7 million in the prior-year period. Of this increase, $5.9 million related to our portable storage business and $19.2 million related to our specialty containment business. Adjusted EBITDA margins were 36.0% and 32.9% for the six months ended June 30, 2015 and 2014, respectively. Adjusted EBITDA margins for the six-month period ended June 30, 2015 were 36.1% for our portable storage business and 36.0% for our specialty containment business.

Interest Expense. Interest expense increased $3.9 million, or 28.0%, to $18.0 million in 2015. In December 2014 we borrowed funds under our Credit Agreement to facilitate the ETS Acquisition. Our average debt outstanding in the six-month period ended June 30, 2015 was $910.3 million as compared to $511.3 million in the prior-year period. The weighted average interest rate on our debt was 3.6% and 4.9% for the six months ended June 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 six-month periods ended June 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 six-month period ended June 30, 2015, we had a $13.0 million benefit for income taxes, due to a pre-tax loss of $30.9 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 $9.4 million provision for tax on pre-tax income of $26.1 million. Our effective income tax rate increased to 42.1% for six months ended June 30, 2015, compared to 36.0% for the prior-year period. The rate increase is primarily due to the magnitude of the loss in North America, which has a higher income tax rate.

Net (loss) income. Primarily due to the $66.1 million impairment and divestiture loss and the other income statement activity discussed above, we had a net loss of $17.9 million for the six months ended June 30, 2015, compared to net income of $16.7 million in the prior-year quarter.

Wood Mobile Office Divestiture

Revenues and adjusted EBITDA will be impacted in the near term as a result of the wood mobile office divestiture. Over the past two years, 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. Following the divestiture, in addition to costs to fulfill the transition services agreement and estimated restructuring expenses, we expect to incur approximately $2 million of costs related to exiting the wood mobile office business, and further expect the transaction, excluding the loss upon sale of the fleet, to be modestly dilutive to net income and earnings per share for the balance of 2015.

LIQUIDITY AND CAPITAL RESOURCES

Our business is capital-intensive and requires us to acquire assets before they generate revenues, cash flow and earnings. 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 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 depreciation of our fixed assets in our tax return filings. Our free cash flow has been positive, even after capital net expenditures for the past five years. This positive cash flow trend continued for the six-month period ended June 30, 2015. In addition to cash flow generated by operations, our principal current source of liquidity is our Credit Agreement described below.

Revolving Credit Facility. On February 22, 2012, we entered into a $900.0 million Credit Agreement with Deutsche Bank AG New York Branch and other lenders party thereto. On December 10, 2014, we amended our Credit Agreement to increase the credit facility to $1.0 billion. The Credit Agreement provides for a five-year, revolving credit facility and matures on February 22, 2017. 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 June 30, 2015, we had $630.7 million of borrowings outstanding and $362.7 million of additional borrowing availability under the Credit Agreement. We were in compliance with the terms of the Credit Agreement as of June 30, 2015 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) LIBOR plus a defined margin, or (ii) the Agent bank’s prime rate plus a margin. The applicable margin for each type of loan is based on an availability-based pricing grid and ranges from 1.75% to 2.25% for LIBOR loans and 0.75% to 1.25% for base rate loans at each measurement date. Based on the pricing grid at June 30, 2015, the applicable margins are 2.0% for LIBOR loans and 1.0% 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.

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 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, 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 or its subsidiary assets; (ii) repurchase or pay dividends or make certain other restricted payments on capital stock and certain other securities, 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 and acquisitions to occur without financial covenants as long as we have $250.0 million of pro forma excess borrowing availability under the Credit Agreement. We must also comply with specified financial maintenance covenants and affirmative covenants only if we fall below $100.0 million of borrowing availability levels.

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 $42.5 million and $49.9 million for the six-month periods ended June 30, 2015 and 2014, respectively.

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

Operating Activities . Net cash provided by operating activities was $70.9 million for the six months ended June 30, 2015, compared to $49.3 million in the same period in the prior year, an increase of $21.6 million. Although the six-month period ended June 30, 2015 reflects a net loss of $17.9 million, compared to net income of $16.7 million in the comparable period in the prior-year period, 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, $30.1 million in depreciation and amortization and $6.7 million of share-based compensation expense, offset by a $13.4 million decrease in deferred taxes. Non-cash items in the prior year include $9.2 million in deferred tax expense, $18.5 million of depreciation and amortization and $7.1 million of share-based compensation.

Excluding the net non-cash income statement items of $90.9 million in the current-year period and $36.0 million in the prior-year period, cash generated by net income increased to $73.0 million, from $52.7 million in the prior-year period. The increase is due primarily to the recently acquired specialty containment business, as well as increased margins in the portable storage business. The change in working capital accounts resulted in cash outflow of $2.1 million in the 2015 period and $3.5 million in the 2014 period, due to normal operating fluctuations.

Investing Activities . Net cash provided by investing activities was $54.9 million for the six months ended June 30, 2015, compared to net cash used in investing activities of $15.7 million for the same period in 2014. Cash received upon the divestiture of the wood mobile offices, less associated deferred revenue and customer deposits was $84.5 million, while cash paid for businesses acquired was $1.2 million in the current-year period and $16.3 million in the prior-year period. Capital expenditures for our rental fleet were $27.8 million, and proceeds from sale of rental fleet units were $9.4 million for the six months ended June 30, 2015, compared to capital expenditures of $8.2 million and proceeds of $12.0 million for the same period in 2014. Of the $27.8 million in capital expenditures for the rental fleet, $10.0 million are related to our U.K. business and $10.0 million were specialty containment fleet expenditures. Net capital expenditures for property, plant and equipment were $9.9 million and $3.3 million for the six-month periods ended June 30, 2015 and 2014, respectively.

Financing Activities . Net cash used in financing activities during the six months ended June 30, 2015 was $125.7 million, compared to $34.1 million for the same period in 2014. We used our proceeds from the wood mobile office divestiture, as well as our free cash flow to pay down $74.8 million on our lines of credit, purchase $33.5 million of treasury shares and pay $17.0 million in dividends. In the prior year, free cash flow was used to pay down $19.2 million on our line of credit and pay $15.7 million in dividends.

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 June 30, 2015, primarily in connection with securing our insurance policies, we have provided certain insurance carriers and others with approximately $6.5 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 Discussion and Analysis of Financial Conditions and Results of Operations and in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

There have been no significant changes in our critical accounting policies, estimates and judgments during the six-month period ended June 30, 2015.

RECENT ACCOUNTING PRONOUNCEMENTS

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

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This section and other sections of this report 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,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results, expenses, 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:

•

our ability to increase revenue and control operating costs;

•

our ability to raise or maintain rental rates;

•

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 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 complete 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 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 under the heading “Risk Factors”.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. As of June 30, 2015, we had $630.7 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 six months ended June 30, 2015. Based upon the average amount of our variable rate debt outstanding during the six months ended June 30, 2015, our annual interest expense would increase by approximately $6.8 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. 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.

As of the end of the period covered by this report, 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”) 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, 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 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 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 June 30, 2015:


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)
April 2015		—				—	$	135,013
May 2015		455,124		38.38		452,148		117,655
June 2015		18,178		39.56		17,812		116,952

Total		473,302				469,960

(1)	Shares not purchased as part of a publicly announced plan or program represent shares 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 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

10.1*		Asset Purchase Agreement Among New Acton Mobile Industries LLC and Mobile Mini, Inc. Dated as of April 16, 2015

10.2		Amendment No. 1 to Second Amended and Restated Employment Agreement, dated April 20, 2015 by and between Mobile Mini, Inc. and Kelly Williams (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 21, 2015)

10.3		Amendment No. 3 to Employment Agreement, dated April 20, 2015 by and between Mobile Mini, Inc. and Mark Funk (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 21, 2015)

10.3		Amendment No. 2 to Employment Agreement, dated April 20, 2015 by and between Mobile Mini, Inc. and Chris Miner (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 21, 2015)

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

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: July 23, 2015		/s/ Mark E. Funk
		Mark E. Funk
		Chief Financial Officer

Exhibit 10.1

Execution Copy

ASSET PURCHASE AGREEMENT

Among

NEW ACTON MOBILE INDUSTRIES LLC

and

MOBILE MINI, INC.

Dated as of April 16, 2015

EXHIBITS


Exhibit A		Form of Bill of Sale and Assignment/Assumption Agreement
Exhibit B		Form of FIRPTA Affidavit
Exhibit C		Form of Escrow Agreement
Exhibit D		Form of Transition Services Agreement
Exhibit E		Terms of R&W Insurance Policy

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is dated as of April 16, 2015, between Mobile Mini, Inc., a corporation organized under the Laws of Delaware (the “ Seller ”), and New Acton Mobile Industries LLC, a limited liability company organized under the Laws of Delaware (the “ Purchaser ”). The Seller and the Purchaser are hereinafter referred to individually as a “ Party ” and collectively as the “ Parties ”.

WHEREAS, the Seller is engaged in, among other things, the Business (as hereinafter defined); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Purchased Assets (as hereinafter defined), and in connection therewith the Purchaser is willing to assume from the Seller all of the Assumed Liabilities (as hereinafter defined), upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, and covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms . For purposes of this Agreement:

“ Action ” means any suit, claim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is controlled by, or is under common control with, such specified Person. For purposes of this Agreement, neither the Agent nor any Lender will be considered an Affiliate of the Seller or any of its respective Affiliates.

“ Agent ” means Deutsche Bank AG New York Branch, as agent under the Credit Agreement.

“ Ancillary Agreements ” means the Bill of Sale, the FIRPTA Affidavit, the Escrow Agreement and the Transition Services Agreement.

“ Assigned Contracts ” means, other than the Excluded Contracts, any Contracts, including the Leases and Other Contracts, to which the Seller is a party and that are listed on Section 3.07 of the Disclosure Schedule.

“ Bill of Sale ” means the Bill of Sale and Assignment/Assumption Agreement to be executed by the Seller and the Purchaser at the Closing, substantially in the form attached hereto as Exhibit A .

“ Business ” means the business, as conducted by the Seller and its Subsidiaries, of providing modular offices to customers in the U.S., including the Mobile Offices. For the avoidance of doubt, the “Business” shall not include any asset, lease or claim relating to the Seller’s portable storage steel containers or steel ground-mounted “security offices”.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by applicable Law to be closed in New York, New York.

“ Closing Date Payment ” means an amount equal to the sum of (i) the Purchase Price, minus (ii) the Escrow Amount, minus (iii) the Transaction Expenses of the Seller as directed by the Seller, minus (iv) an amount equal to the customer deposits and pre-paid items described in Section 2.01(a)(viii) as of the Closing Date, and minus (v) $211,706.45, representing a fifty-percent (50%) portion of the premium and related costs for the R&W Insurance Policy paid by the Purchaser pursuant to Section 7.04 .

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Contract ” means any contract, license, sublicense, mortgage, purchase order, indenture, loan agreement, lease, sublease, agreement or instrument or any binding commitment to enter into any of the foregoing.

“ Control ” (including the terms “controlled by” and “under common control with”) means, with respect to the relationship between or among two or more Persons, the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by Contract, credit arrangement or otherwise.

“ Conveyance Taxes ” means all sales, use, transfer, stamp, stock transfer, recording, registration, documentary, filing, real property transfer and similar taxes, fees or charges (together with any interest, penalties or additions in respect thereof) imposed by any Governmental Authority in respect of the Purchased Assets that become payable in connection with the transactions contemplated by this Agreement.

“ Credit Agreement ” means the ABL Credit Agreement, dated as of February 22, 2012, by and among the Seller, the Agent and the Lenders party thereto, as amended by the Incremental Commitment Agreement, dated as of December 10, 2014.

“ Denied Loss ” means Losses (or any portion thereof) if coverage for such Losses (or any portion thereof) has been denied under the R&W Insurance Policy and subsequently remains unpaid following one year of diligent and good faith pursuit by the Purchaser to obtain coverage under the R&W Insurance Policy. “Denied Loss” shall not mean any portion of such denial that is (a) based on clause (i) or (iii) of Exclusion 4(a); (b) with regard to Exclusion 4(c) that is based on any conduct of a Purchaser Indemnified Party or one of its Affiliates; (c) based on exhaustion of limits or failure to satisfy a retention; or (d) based on a failure of the Purchaser or its Affiliates to satisfy any condition or Policy term, including without limitation cooperation and notice.

“ Disclosure Schedule ” means the Disclosure Schedule, dated as of the date of this Agreement, delivered by the Seller to the Purchaser in connection with this Agreement.

“ Encumbrance ” means any security interest, pledge, hypothecation, mortgage, lien, or encumbrance.

“ Environmental ” means any soil, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins and wetlands), groundwaters, drinking water supplies, land, sediments, surface or subsurface strata, flora, fauna, ambient air (including indoor air), and any other environmental medium or natural resource.

“ Environmental Law ” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.

“ Excluded Contracts ” means each Contract of the Seller set forth on Section 1.01(a) of the Disclosure Schedule.

“ Excluded Taxes ” means (i) all Taxes of the Seller, or for which the Seller is liable, for any Taxable Period, (ii) all Taxes related to the Excluded Assets or Excluded Liabilities for any Taxable Period, and (iii) all Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Taxable Period that ends on or before the Closing Date and, with respect to any Taxable Period beginning before and ending after the Closing Date, for the portion of such Taxable Period ending on the Closing Date, subject to Section 7.03.

“ Financial Statements ” means the unaudited internally prepared balance sheet and income statement of the Business as of December 31, 2014, and such additional monthly and/or quarterly balance sheet(s) and income statement(s) prepared by the Company prior to the Closing Date.

“ FIRPTA Affidavit ” means an affidavit from the Seller, substantially in the form attached hereto as Exhibit B , certifying that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code.

“ GAAP ” means the United States generally accepted accounting principles in effect from time to time applied consistently throughout the periods involved.

“ Governmental Authority ” means any federal, national, foreign, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Hazardous Materials ” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Indebtedness ” means, without duplication, (i) any indebtedness for borrowed money (including the issuance of any debt security) to any Person, (ii) any obligations evidenced by notes, bonds, debentures or similar Contracts to any Person, (iii) any capital lease obligations properly categorized as such under GAAP to any Person, (iv) any obligations in respect of letters of credit and bankers’ acceptances, but only to the extent currently drawn upon, or (v) any guaranty of any such obligations described in clauses (i) through (iv) of any Person, and, in each case, together with all interest, fees and penalties relating to any of the foregoing. For the avoidance of doubt, the term “Indebtedness” shall not include accounts payable to trade creditors, including checks in transit, that arose in the ordinary course of business.

“ Indemnified Party ” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“ Indemnifying Party ” means the Seller pursuant to Section 10.02 or the Purchaser pursuant to Section 10.03, as the case may be.

“ IRS ” means the Internal Revenue Service of the United States.

“ Law ” means any federal, national, foreign, supranational, state, provincial or local statute, law, ordinance, regulation, rule, code, order, requirement, rule of law (including common law), consent decree or judgment, in each case of any Governmental Authority, including all Environmental Laws.

“ Lenders ” means the banks and other lending institutions that are from time to time party to the Credit Agreement as lenders.

“ Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any applicable Law, Action or Governmental Order and those arising under any Contract.

“ Material Adverse Effect ” means any event, circumstance, change in or effect (each, an “ Effect ”) on the Seller and/or its Subsidiaries that is, or is reasonably expected to be, materially adverse to the results of operations or the financial condition of the Business, taken as a whole; provided, however , that none of the following, either alone or in combination, shall be taken into account in determining whether there has been a “Material Adverse Effect”, (i) any failure by the Seller or any of its Subsidiaries to meet any internal or published projections, forecasts, or revenue or earnings predictions for any period ( provided that this exception shall not prevent or

otherwise effect any determination that any Effect underlying such failure has resulted in, or contributed to, a Material Adverse Effect), (ii) any adverse Effect directly related to the announcement or pendency of the transactions contemplated by this Agreement or any of the Ancillary Agreements (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees), (iii) adverse Effects that generally affect the industries or segments thereof in which the Seller and/or its Subsidiaries operate (including legal and regulatory changes), (iv) general business, economic or political conditions (or changes therein), (v) adverse Effects affecting the financial, credit or securities markets in the United States or in any other country or region in the world, including changes in interest rates or foreign exchange rates, (vi) changes or modifications in accounting requirements or principles or applicable Law or the interpretation or enforcement thereof, (vii) any adverse Effect resulting from the taking of any action specifically required by this Agreement, or (viii) any adverse Effect resulting from any Excluded Asset or Excluded Liability; provided that, in the case of clauses (iii), (iv), (v), and (vi), such Effects shall be considered in determining whether there has been a “Material Adverse Effect” only if such Effects, individually or in the aggregate, have an adverse impact on the Business, taken as a whole, that is disproportionate to the adverse impact on the Business relative to other Persons operating in the same or substantially similar industry or segments in which the Business operates. References in this Agreement to dollar amount thresholds shall not be deemed to be evidence of a Material Adverse Effect or materiality.

“ Permit ” means all material licenses, permits, agreements and authorizations required by any Governmental Authority to lawfully operate the Business as currently conducted (including any pending applications for such licenses, permits, agreements and authorizations), including any Permits required by any Environmental Law.

“ Permitted Encumbrances ” means (i) statutory liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, carriers’, workers’, repairers’ and other similar liens, in each case, arising or incurred in the ordinary course of business and for which adequate reserves have been established in accordance with GAAP, (iii) any zoning, entitlement and other land use and Environmental regulations by Governmental Authorities, in each case, which individually or in the aggregate do not materially impair or interfere with the present use of the Purchased Assets and which do not render title to any of the Purchased Assets unmarketable, and (iv) items disclosed in Section 1.01(b) of the Disclosure Schedule.

“ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“ Regulations ” means the regulations (including temporary regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

“ Representatives ” means, with respect to any Person, such Person’s directors, officers, employees, agents, advisors or other representatives.

“ Seller’s Knowledge ”, “ Knowledge ” or similar terms used in this Agreement mean the actual knowledge after reasonable inquiry of the Persons identified on Section 1.01(c) of the Disclosure Schedule.

“ Solvent ” means, with respect to any Person on a particular date, that on such date (a) the present fair salable value of the property and assets of such Person exceeds the Liabilities of such Person, (b) the present fair salable value of the property and assets of the such Person is greater than the amount that will be required to pay the probable Liability of such Person on its Liabilities, as such Liabilities become absolute and matured, (c) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, Liabilities beyond its ability to pay such Liabilities as they become absolute and matured, and (d) such Person does not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

“ Subsidiary ” means, with respect to any Person, any corporation, entity or other organization of which (i) such first Person directly or indirectly owns or Controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar governing functions, or (ii) such first Person is a general partner, manager or managing member.

“ Tax ” or “ Taxes ” means, other than any Conveyance Tax, any and all federal, state, local, or non-U.S. income, gross receipts, license, capital, capital gains, franchise, value added, windfall profits, sales, use, ad valorem, goods and services, transfer, stamp, registration, property, excise, net worth, Environmental, social security, payroll, employment, unemployment, disability, estimated, alternative or add-on minimum or other taxes of any kind whatsoever (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, whether disputed or not.

“ Taxable Period ” means a taxable year or any other period of time which forms the basis on which any periodic Liability for Tax is determined under any applicable Law or Regulation.

“ Tax Returns ” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) with respect to Taxes.

“ Transition Services Agreement ” means the Transition Services Agreement to be executed by the Seller and the Purchaser at the Closing, substantially in the form attached hereto as Exhibit D , regarding the provision by the Seller to the Purchaser of certain shared services currently provided by the Seller to the Business.

“ U.S. Bank ” means U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America

“ WARN Act ” shall mean the United States Worker Adjustment and Retraining Notification Act of 1988.

Section 1.02 Definitions . The following terms have the meanings set forth in the Sections set forth below:


Definition		Location
“Agreement”		Preamble
“Ancillary Rental Items”		2.01(a)(i)
“Apportioned Obligations”		7.03(c)
“Assumed Liabilities”		2.02(a)
“Bankruptcy and Equity Exception”		3.01
“Cap”		10.04(b)
“Closing”		2.04
“Closing Date”		2.04
“Deductible Amount”		10.04(b)
“Defense Assumption Notice”		10.05(b)
“Effective Time”		2.04
“Escrow Account”		2.03(b)
“Escrow Agent”		2.03(b)
“Escrow Agreement”		2.03(b)
“Escrow Amount”		2.03(b)
“Excluded Assets”		2.01(b)
“Excluded Liabilities”		2.02(b)
“Insurance Policies”		3.13
“Leases”		2.01(a)(iii)
“Losses”		10.02
“Mobile Offices”		2.01(a)(i)
“Other Contracts”		2.01(a)(iii)
“Over Cap”		10.04(b)
“Party” or “Parties”		Preamble
“Post-Closing Apportioned Period”		7.03(c)
“Pre-Closing Apportioned Period”		7.03(c)
“Purchase Price”		2.03(a)
“Purchased Assets”		2.01(a)
“Purchaser”		Preamble
“Purchaser Cure Period”		9.01(c)
“Purchaser Fundamental Representations”		10.04(c)
“Purchaser Indemnified Party”		10.02
“Responsible Party”		10.05(b)
“R&W Insurance Policy”		7.04
“Restricted Period”		5.05(a)
“Seller”		Preamble
“Seller Cure Period”		9.01(b)
“Seller Fundamental Representations”		10.04(b)
“Seller Indemnified Party”		10.03
“Surviving Provisions”		9.02
“Termination Date”		9.01(b)
“Terminating Seller Breach”		9.01(b)


Definition		Location
“Terminating Purchaser Breach”		9.01(c)
“Third-Party Claim”		10.05(b)
“Transaction Expenses”		11.01

Section 1.03 Interpretation and Rules of Construction .

(a) In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement;

(ii) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(iii) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein;

(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(vii) references to a Person are also to its successors and permitted assigns;

(viii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(ix) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.

(b) Notwithstanding anything to the contrary contained in the Disclosure Schedule, in this Agreement or in the Ancillary Agreements, the information and disclosures contained in any Section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information or disclosure. No reference to or

disclosure of any item or other matter in any Section of this Agreement, including any Section of the Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material, has a Material Adverse Effect or creates a measure for, or further defines the meaning of materiality or Material Adverse Effect and their correlative terms for the purposes of this Agreement or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale of the Assets .

(a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey, and deliver to the Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances), and the Purchaser shall purchase from the Seller, all of the Seller’s right, title and interest in and to the rights, properties and assets, either tangible or intangible, existing as of the Effective Time, owned, used or held for use by the Seller in connection with the Business (the “ Purchased Assets ”), including:

(i) the mobile offices identified by type, size and manufacturer’s serial or other identifying number on Section 2.01(a)(i) of the Disclosure Schedule (the “ Mobile Offices ”), owned by the Seller and used in the Business, and the steps owned by the Seller and used in the Business (the “ Ancillary Rental Items ”), whether held as inventory or leased to a third party;

(ii) the machinery, vehicles, and other equipment, which are identified on Section 2.01(a)(ii) of the Disclosure Schedule, owned by the Seller and used in the Business;

(iii) all of the Seller’s right, title and interest in, to and under (A) each of the customer leases, whether written or oral, relating to any Mobile Office or any Ancillary Rental Items (the “ Leases ”); and (B) each other Contract or other arrangement, written or oral, pursuant to which any third party uses or has possession of any Mobile Office or any of the Ancillary Rental Items (the “ Other Contracts ”), in each case which is identified and/or described on Section 2.01(a)(iii) of the Disclosure Schedule;

(iv) all insurance benefits, including rights and proceeds, arising from or related to the Purchased Assets, the Business, or the Assumed Liabilities, and all claims of the Seller against third parties relating to the Purchased Assets, the Business, or the Assumed Liabilities, whether choate or inchoate, known or unknown, contingent or noncontingent, and whether arising by way of counterclaim or otherwise;

(v) all Permits, franchises or consents issued by, and all registrations and filings with, any Governmental Authority in connection with the Business, to the extent that the same (A) does not also cover any other distinct business currently conducted by the Seller and (B) is lawfully transferable to the Purchaser. Set forth on

Section 2.01(a)(v) of the Disclosure Schedule is a list of all of the Seller’s Permits, franchises, consents, registrations and filings included in the Purchased Assets and a list of all of the Seller’s Permits, franchises, consents, registrations and filings that are used in connection with the Business but not included in the Purchased Assets pursuant to Section 2.01(v)(A) or (B);

(vi) all books, records, files and marketing or promotional materials, and copies thereof, relating to the Business or the Purchased Assets;

(vii) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;

(viii) all customer or other deposits, pre-paid expenses, including pre-paid customer delivery and pick-up fees, and other pre-paid items relating to any of the Purchased Assets or the Business, in each case with respect to any period prior to the Closing Date if the Seller has not performed the actions necessary to ensure that the Purchaser will have no obligations in respect of such deposits, pre-paid expenses or other pre-paid items, and Seller shall provide a schedule of all such deposits and pre-paid expenses to Buyer not later than two (2) days prior to the Closing Date, and which pre-paid items will be handled pursuant to this Agreement by deducting such sum from the Closing Date Payment; and

(ix) the Business as a going concern and all of the goodwill primarily associated with the Business.

(b) Notwithstanding anything in Section 2.01(a) to the contrary, the Purchased Assets do not and shall not include any assets of the Seller that (i) are bank accounts of the Seller or the Seller’s cash on hand at the time of the Closing, (ii) relate to the Business but are identified on Section 2.01(b) of the Disclosure Schedule (if any), (iii) are customer or other deposits, pre-paid expenses, including pre-paid customer delivery and pick-up fees, and other pre-paid items relating to any of the Purchased Assets or the Business, in each case with respect to any period prior to the Closing Date if the Seller has performed the actions necessary to ensure that the Purchaser has no obligations in respect of such deposits, pre-paid expenses or other pre-paid items, (iv) are accounts receivable of the Business existing as of the Closing, and (v) include rights to the Seller’s name (collectively, the “ Excluded Assets ”). Any other assets of the Seller that are not listed above as Purchased Asset shall remain the property of the Seller after the Closing.

Section 2.02 Assumption and Exclusion of Liabilities .

(a) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser shall, by executing and delivering, at the Closing, the Bill of Sale, assume, and agree to pay, perform and discharge when due, the following Liabilities of the Seller (the “ Assumed Liabilities ”):

(i) all Liabilities of the Seller arising under the Assigned Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business, and do not relate to

any failure to perform, improper performance, warranty, or other breach, default, or violation by the Seller on or prior to the Closing Date; and

(ii) the Liabilities related to the Business set forth on Section 2.02(a)(ii) of the Disclosure Schedule.

(b) The Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Purchaser shall not assume or have any responsibility for any Liabilities of the Seller other than the Assumed Liabilities (collectively, the “ Excluded Liabilities ”), including the following:

(i) all Excluded Taxes;

(ii) all Liabilities arising from or relating primarily to the Excluded Assets;

(iii) the Seller’s obligations under this Agreement and the Seller’s obligations under any Ancillary Agreement;

(iv) any Liability of the Seller for costs or expenses incurred in connection with this Agreement or the transactions contemplated hereby; and

(v) any Indebtedness of the Seller or its Subsidiaries.

Section 2.03 Purchase Price; Escrow Account; Allocation of Purchase Price; Payment of Proceeds .

(a) The purchase price for the Purchased Assets shall equal $92,000,000 (the “ Purchase Price ”).

(b) At the Closing, Purchaser shall deliver to U.S. Bank, as escrow agent (the “ Escrow Agent ”), under the escrow agreement, dated as of the Closing Date, by and among the Purchaser, the Seller, the Agent and the Escrow Agent, substantially in the form attached hereto as Exhibit C hereto (the “ Escrow Agreement ”), an amount equal to $500,000 (the “ Escrow Amount ”). The Escrow Amount shall be held in an escrow account (the “ Escrow Account ”) in accordance with the terms of this Agreement and the Escrow Agreement and released and paid on the eighteen (18) month anniversary of Closing in accordance with the terms of this Agreement and the Escrow Agreement. The Escrow Agreement shall provide that the Escrow Amount shall be used to satisfy claims for Losses made by the Purchaser pursuant and subject to Article X hereof until the Escrow Amount is exhausted. All Parties hereto agree for all Tax purposes that (i) the right of the Seller to the Escrow Amount shall be treated as deferred contingent purchase price eligible for installment treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Law, as appropriate, (ii) the Purchaser shall be treated as the owner of the Escrow Account, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, if any, or any portion thereof, shall be allocable to the Purchaser pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8, (iii) if and to the extent any amount of the Escrow Amount is actually distributed to the Seller, interest may be imputed on such amount payable to the Seller,

as required by Section 483 or 1274 of the Code, and (iv) to the extent that any interest or earnings on the Escrow Amount exceed imputed interest under Sections 483 or 1274 of the Code, such earnings shall be treated as additional interest for federal income tax purposes. Clause (iv) of the preceding sentence is intended to ensure that the right of the Seller to the Escrow Amount and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. No Party shall take any action or filing position inconsistent with the foregoing.

(c) The Purchaser shall prepare, in good faith, a draft IRS Form 8594 allocating the Purchase Price, the Assumed Liabilities and any other relevant items or adjustments, as determined for federal income tax purposes in accordance with Section 1060 of the Code and the Regulation promulgated thereunder, within forty-five (45) days of the Closing Date and provide such draft IRS Form 8594 to the Seller for its review and comment. If the Seller objects to the Purchaser’s preparation of the IRS Form 8594, the Seller shall deliver to the Purchaser a written notice describing such objections within thirty (30) days, and the Seller and the Purchaser shall use commercially reasonable efforts to resolve such objection within twenty (20) days thereafter; provided, however, that if Seller and Purchaser are unable to resolve any such dispute within such twenty (20) day period, such dispute shall be resolved by Deloitte LLP. The fees and expenses of such accounting firm shall be borne equally by the Seller and Purchaser. In the event that the Purchase Price (or any other relevant item) is subsequently adjusted, Purchaser shall prepare a revised draft IRS Form 8594 in accordance with the previously stated methodology and provide such draft IRS Form 8594 to Seller for its review and comment. The Seller and the Purchaser shall, for all Tax purposes, treat the purchase and sale of the Purchased Assets and the Assumed Liabilities in a manner that is consistent with the IRS Form 8594 agreed to by the Parties, and neither of them (nor any of their respective Affiliates) shall take any position inconsistent therewith on any Tax Return or otherwise.

(d) For the avoidance of doubt, except for amounts disbursed to the Purchaser pursuant to the terms of this Agreement and amounts payable by the Purchaser directly to third parties under the terms of this Agreement, all cash or other monetary consideration payable at or at any time after the Closing to, or for the account of, the Seller, under this Agreement or any Ancillary Agreement (including, without limitation, all amounts payable to, or for the account of, the Seller pursuant to the Escrow Agreement) will be remitted directly to the Agent (pursuant to wire transfer or other payment instructions to be provided by the Agent) for application to the Obligations under, and as defined in, the Credit Agreement in accordance with the provisions thereof.

Section 2.04 Closing . Subject to the terms and conditions of this Agreement, the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at the offices of DLA Piper LLP (US), 2525 East Camelback Road, Suite 1000, Phoenix, Arizona at 10:00 a.m., Arizona time, on the date hereof or at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the “ Closing Date ”). Notwithstanding anything to the contrary herein, the Closing will be deemed to have taken place at 11:59 p.m., Arizona time, on the day immediately prior to the Closing Date (the “ Effective Time ”).

Section 2.05 Closing Deliveries by the Seller . At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser:

(a) executed counterparts of each Ancillary Agreement to which the Seller is a party; and

(b) a true and complete copy of the resolutions duly and validly adopted by the board of directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby.

Section 2.06 Closing Deliveries by the Purchaser . At the Closing, the Purchaser shall deliver, or cause to be delivered:

(a) to an account or accounts designated by the Agent, for the account of the Seller, prior to Closing, the Closing Date Payment by wire transfer in immediately available funds;

(b) to accounts and Persons designated by the Seller prior to Closing, the Transaction Expenses owed by the Seller to such Persons;

(i) executed counterparts of each Ancillary Agreement to which the Purchaser is a party; and

(ii) a true and complete copy of the resolutions duly and validly adopted by the board of directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby;

(d) to the Agent, a counterpart of the Escrow Agreement signed by the Purchaser, the Seller and the Escrow Agent; and

(e) to the Escrow Agent, the Escrow Amount.

Section 2.07 Allocation of Purchase Price . The Parties agree that the Purchase Price shall be allocated among the Purchased Assets as set forth on Section 2.07 of the Disclosure Schedule, as may be amended pursuant to this Agreement, and that such allocation shall be used by the Parties in reporting the transactions contemplated by this Agreement for Tax purposes. A preliminary version of Section 2.07 of the Disclosure Schedule upon information available at the time this Agreement was executed is attached to this Agreement. In accordance with Section 2.03(c) hereof, the Purchaser shall prepare and deliver to the Seller, not later than forty-five (45) days after the Closing Date, a final copy of such Schedule, which the Parties shall attach to this Agreement and which, if timely delivered (subject to the dispute resolution provisions of Section 2.03(c) ), shall replace the preliminary version.

Section 2.08 Transition Assistance . The Seller shall provide transition assistance as shall be agreed to by the Parties pursuant to the terms of the Transition Services Agreement, which agreement shall set forth the scope and cost of such services.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser, except as otherwise disclosed in the Disclosure Schedule, as of the date hereof (unless specifically made as of another date, in which case as of such other date), as follows:

Section 3.01 Organization, Authority and Qualification of the Seller . The Seller is a corporation duly organized, validly existing and in good standing under the Laws of Delaware and has all necessary corporate power and authority to own, lease and operate its properties and to carry on the Business as presently conducted, to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Seller is duly licensed or qualified to do business and is in good standing (to the extent such concepts are recognized under applicable Law) in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements to which the Seller is a party, the performance by the Seller of its obligations hereunder and under the Ancillary Agreements, and the consummation by the Seller of the transactions contemplated hereby and the transactions contemplated by the Seller under the Ancillary Agreements have been duly authorized by all requisite action on the part of the Seller. This Agreement has been, and upon their execution the Ancillary Agreements to which the Seller is a party shall be, duly executed and delivered by the Seller and (assuming due authorization, execution and delivery by the Purchaser if Purchaser is a party to any such Ancillary Agreement) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Seller is a party shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including applicable Laws relating to fraudulent transfers), reorganization, moratorium or similar applicable Laws affecting creditors’ rights generally and the effect or availability of rules of Law governing specific performance, injunctive relief or other equitable remedies (regardless of whether considered in a proceeding at Law or in equity) (the “ Bankruptcy and Equity Exception ”).

Section 3.02 No Conflict . Assuming that all consents, approvals, authorizations, waivers and other actions described in Section 3.03 of the Disclosure Schedule have been obtained, and that all filings and notifications listed in Section 3.03 of the Disclosure Schedule have been made, the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which the Seller is a party does not and will not (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws of the Seller, each as amended and restated and/or amended as of the date of this Agreement, (ii) conflict with or violate any applicable Law or Governmental Order applicable to the Seller, the Business, or the Purchased Assets, (iii) conflict in any material respect with, result in any material breach of,

constitute a material default (or an event which, with the giving of notice or lapse of time, or both, would become a material default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any Assigned Contract related to the Mobile Offices included in the Purchased Assets, or of any other Assigned Contract with monthly payments of $2,500 or greater, (iv) result in the creation or imposition of any Encumbrance, other than Permitted Encumbrances, on the Purchased Assets.

Section 3.03 Consents and Approvals . The execution, delivery and performance by the Seller of this Agreement and each Ancillary Agreement to which the Seller is a party does not and will not require any consent, approval, authorization, waiver or other order or declaration of, action by, filing with or notification to, any Governmental Authority or any other Person, except as set forth in Section 3.03 of the Disclosure Schedule.

Section 3.04 Financial Statements . The Financial Statements attached to Section 3.04 of the Disclosure Schedule (i) were derived from the books and records of the Seller and (ii) present fairly, in all material respects, the financial position of the Business set forth in such Financial Statements. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, except as set forth in Section 3.04 of the Disclosure Schedule and as otherwise may be indicated in the notes thereto and subject, in the case of any interim Financial Statements delivered to Purchaser after the date hereof, to normal and recurring year-end adjustments (the effect of which would not be materially adverse) and the lack of footnote disclosure. Seller has no material Liabilities with respect to the Business except for those Liabilities adequately reflected or reserved against in the Financial Statements and current Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Financial Statements.

Section 3.05 Certain Events . Except as set forth in Section 3.05 of the Disclosure Schedule, since December 31, 2014 the Seller has not:

(a) except in the ordinary course of business consistent with past practice, sold, transferred, leased, licensed, assigned or otherwise disposed of, any material property or assets that would otherwise have been a Purchased Asset;

(b) suffered any damage, destruction or other casualty or condemnation loss (whether or not covered by insurance) in excess of $25,000 individually or $100,000 in the aggregate or waived any rights of material value with respect to the Business or the Purchased Assets;

(c) changed its fiscal year, revalued any of its material assets included in the Purchased Assets or made any material change to its accounting methods, principles or practices, except as may be required by GAAP or applicable Law;

(d) accelerated, terminated, materially modified, or cancelled any Assigned Contracts;

(e) incurred or suffered any event, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or

(f) agreed, whether in writing or otherwise, to do or commit to do or effect any of the foregoing, or taken any action or omitted to take any action that would result in any of the foregoing.

Section 3.06 Title to and Condition of the Purchased Assets .

(a) The Mobile Offices included in the Purchased Assets constitute all of the Mobile Offices currently used in the Business.

(b) The Seller owns and has good and valid title to, and rightful possession of, all of the Purchased Assets, provided that, with respect to the Mobile Offices set forth on Section 3.06(b) of the Disclosure Schedule, Seller does not have in its possession physical title or a manufacturers statement or certificate of origin, as applicable, and such failure to hold physical title shall not in and of itself constitute a breach of this Section 3.06(b). All of the Purchased Assets are, or as of the time of the Closing shall be, free and clear of Encumbrances, except for (i) statutory Encumbrances for current Taxes not yet due and payable and (ii) the interests of the lessees or the purchasers under the Assigned Contracts, and the Seller is selling the Purchased Assets to the Purchaser hereunder free and clear of any Encumbrances of any nature, except as set forth above.

(c) The condition codes in the Seller’s mobile office database entitled “Project Mars_Fleet Detail_20150130” as of January 30, 2015 accurately reflect the present condition of the Mobile Offices, and such Mobile Offices are in the same general condition as reported in the Company’s “fleet snapshot” as of the date such condition codes were entered into the fleet detail database.

Section 3.07 Assigned Contracts . Section 3.07 of the Disclosure Schedule sets forth a true, complete and correct list or description of all of the Assigned Contracts, both written and oral, to which the Seller is a party on the date hereof; and true, complete and correct copies of such Assigned Contracts have been, or prior to the Closing Date shall have been, delivered to the Purchaser by the Seller. Except for the Assigned Contracts, there are no written or oral Contracts related to any Mobile Office. The Seller has performed all material obligations required to be performed by it under the Assigned Contracts to the date hereof. Each Assigned Contract is valid and binding on Seller in accordance with its terms and is in full force and effect and arises from rentals or sales actually performed by the Seller in the ordinary course of business. Except in respect of late payment of amounts under the Leases as of the date hereof, of which the Seller has advised the Purchaser in a separate writing or schedule, the Seller has not received a notice of any default and has no Knowledge of any default by any customer under any Assigned Contract with monthly payments over $1,000, and no event or circumstance has occurred that would constitute an event of default under any Assigned Contract or result in the termination thereof or would cause or permit the acceleration or other changes of any rights or obligation or the loss of any benefit thereunder.

Section 3.08 Litigation . Except as set forth in Section 3.08 of the Disclosure Schedule, there is no, and during the last year there has not been any, Action by or against the Seller, or, to the Seller’s Knowledge, threatened in writing, that would have an impact on the Purchased Assets, the Business or the Assumed Liabilities. There is no Governmental Order to which the

Seller is subject that would have an impact on the Purchased Assets, the Business or the Assumed Liabilities.

Section 3.09 Compliance with Laws . The Seller is conducting, and during the last two (2) years has conducted, the Business in compliance with all Laws and Governmental Orders applicable to the Business in all material respects. Except as set forth in Section 3.09 of the Disclosure Schedule, the Seller possesses all material Permits required for the operation of the Business, and is in compliance in all material respects with the terms and conditions of all such Permits. All such Permits are in full force and effect. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time), or would reasonably be expected to result in, the revocation, suspension, lapse, or limitation of any Permit.

Section 3.10 Taxes . Except as provided in Section 3.10 of the Disclosure Schedule:

(a) There are no Encumbrances for unpaid Taxes on any of the Purchased Assets (other than Permitted Encumbrances).

(b) The Seller and its Subsidiaries have withheld and paid to the applicable Governmental Authority all Taxes required to have been withheld and paid in connection with amounts paid or owing to any third party with respect to the Business or the Purchased Assets, including relevant employees, independent contractors, creditors or other third parties.

(c) No deficiency for Taxes has been asserted or assessed by a Governmental Authority against the Seller or its Subsidiaries with respect to any of the Purchased Assets.

(d) There is no Action or any notice of inquiry of any of the foregoing pending against or with respect to the Seller or its Subsidiaries which would give rise to Taxes being owed by the Seller or its Subsidiaries with respect to any of the Purchased Assets and, to the Seller’s Knowledge, no Action has been threatened against and made in writing by any Governmental Authority with respect to the Seller or its Subsidiaries which would give rise to Taxes being owed by the Seller or its Subsidiaries with respect to the Purchased Assets.

(e) All material Tax Returns required to be filed by the Seller for any periods through the Closing Date and relating to the Business or the Purchased Assets have been, or will be, timely filed and are, or will be, true, complete and correct in all material respects. Seller is not delinquent in the payment of any Taxes attributable to any periods through the Closing Date relating to or in connection with the Business or the Purchased Assets, including all excise, property, sales and transfer Taxes.

(f) There are no agreements or waivers currently in effect that provide for an extension of time for the assessment or collection of any Tax related to the Business or the Purchased Assets.

(g) There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar agreement that the Purchaser is assuming in connection with this Agreement.

(h) The representations and warranties contained in this Section 3.10 shall be the exclusive representations and warranties with respect to Taxes and, notwithstanding any other provision in this Agreement to the contrary, no other representation or warranty is made in this Agreement with respect to Taxes.

Section 3.11 Affiliate Transactions . Neither the Seller nor any Affiliate of the Seller has any claim against any Purchased Asset that will continue after the Closing, other than any claims or rights arising under this Agreement, any of the Ancillary Agreements or in connection with the transactions contemplated hereby or thereby.

Section 3.12 Solvency . Seller is not entering into the transactions contemplated hereby with the intent to hinder, delay, or defraud either present or future creditors of Seller or any of its Affiliates. Immediately after giving effect to the transactions contemplated hereby, Seller and each Subsidiary of Seller shall be Solvent.

Section 3.13 Insurance . Section 3.13 of the Disclosure Schedule sets forth (a) a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, fiduciary liability and other casualty and property insurance maintained by the Seller or its Affiliates and relating to the Business, the Purchased Assets or the Assumed Liabilities (collectively, the “ Insurance Policies ”); and (b) with respect to the Business, the Purchased Assets or the Assumed Liabilities, a list of all pending claims and the claims history for Seller since January 1, 2012. There are no claims related to the Business, the Purchased Assets or the Assumed Liabilities pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Neither Seller nor any of its Affiliates has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if not yet due, accrued. All such Insurance Policies are in full force and effect and enforceable in accordance with their terms and have not been subject to any lapse in coverage. None of Seller or any of its Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy.

Section 3.14 Brokers . Except as set forth on Section 3.14 of the Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based upon arrangements made by or on behalf of the Seller.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller, as of the date hereof (unless made specifically as of another date, in which case as of such other date), as follows:

Section 4.01 Organization, Authority and Qualification of the Purchaser . The Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations

hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing (to the extent such concepts are recognized under Law) in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it is a party. The execution and delivery by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been and, upon their execution, each of the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes and, upon their execution, as applicable, each of the Ancillary Agreements to which the Purchaser is a party shall constitute, a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms subject to the Bankruptcy and Equity Exception.

Section 4.02 No Conflict . The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements to which the Purchaser is a party do not and will not (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Purchaser, (ii) conflict with or violate any Law or Governmental Order applicable to the Purchaser, or (iii) conflict with, result in any material breach of, constitute a material default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract or other arrangement to which the Purchaser is a party.

Section 4.03 Governmental Consents and Approvals . The execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party do not and will not require any consent, approval, authorization or other order or declaration of, action by, filing with, or notification to, any Governmental Authority.

Section 4.04 Litigation . As of the date of this Agreement, there is no Action by or against the Purchaser or any of its Affiliates pending or, to the knowledge of the Purchaser, threatened by or before any Governmental Authority, which could materially and adversely affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. The Purchaser is not subject to any Governmental Order which could materially and adversely affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

Section 4.05 Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

Section 4.06 No Reliance . The Purchaser acknowledges and agrees that the Seller makes no representations or warranties except for those representations and warranties set forth herein. Without limiting the generality of the foregoing, the Purchaser further acknowledges and agrees that the Seller makes no representations or warranties regarding the future performance of the Business or the Purchased Assets or the Assumed Liabilities, or any estimates, projections, plans or budgets or similar information furnished to the Purchaser by or on behalf of the Seller with respect to the Business or the Purchased Assets or the Assumed Liabilities, including the information made available to the Purchaser and its Representatives in “data rooms” (virtual or physical) with respect to the Business that relates to any such matter or information set forth in that certain Confidential Information Memorandum for the Mobile Mini North American Modular Fleet Division, dated as of November 2014, prepared by Oppenheimer.

Section 4.07 Financial Ability . The Purchaser has sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price and any other amounts to be paid by it hereunder.

ARTICLE V

COVENANTS OF THE SELLER

Section 5.01 Conduct of Business . From the date of this Agreement through the Closing, the Seller shall and shall cause its Subsidiaries to, except as contemplated by this Agreement or as consented to by the Purchaser in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate the Business in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact such Business, including performing all obligations under the Assigned Contracts, preserving all Permits, complying in all material respects with all Laws applicable to the conduct of the Business, and maintaining all properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear, and (ii) maintain satisfactory relationships with those customers having material business relationships with the Business. Without limiting the generality of the foregoing, except as set forth on Schedule 5.01 or as consented to by the Purchaser in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Seller shall not and the Seller shall cause its Subsidiaries not to, except as otherwise expressly contemplated by this Agreement:

(a) modify or terminate (excluding any expiration in accordance with its terms) any Contract of a type required to be listed on Schedule 3.07 or otherwise waive, release or assign any material rights of the Seller or any of its Subsidiaries, in each case, except for immaterial modifications to such Contracts in the ordinary course of business or the termination of contracts by the Seller where the other party thereto is in material breach of such agreement and the Seller has the contractual right of termination as a result of such breach;

(b) subject the Purchased Assets to any Encumbrance, except for Permitted Encumbrances; or

(c) enter into any agreement, whether in writing or otherwise, to do or commit to do or effect any action prohibited under this Section 5.01, or take any action or omit to take any action that would result in any of the foregoing.

Section 5.02 Inspection . Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Seller or any of its Subsidiaries by third parties that may be in the Seller’s or any of its Subsidiaries’ possession from time to time, and except for any information that is subject to attorney-client privilege or other privilege from disclosure, the Seller shall, and shall cause its Subsidiaries to, afford to the Purchaser and its accountants, counsel and other representatives reasonable access prior to the Closing Date, during normal business hours, in such manner as to not interfere with the normal operation of the Seller and its Subsidiaries, to all of their respective properties, books, Contracts, records and officers and employees of the Company and its Subsidiaries, and shall furnish such representatives with all financial and operating data and other information concerning the Business as such representatives may reasonably request; provided, however , that all requests by the Purchaser for access pursuant to this Section 5.02 shall be submitted or directed exclusively to a duly authorized representative of the Seller designated by the Seller in writing to the Purchaser. All information obtained by the Purchase and its respective representatives under this Agreement shall be subject to the that certain confidentiality agreement executed by the parties and dated as of November 11, 2014.

Section 5.03 HSR Act and Regulatory Approvals . In connection with the transactions contemplated by this Agreement, the Seller shall (and, to the extent required, shall cause its Affiliates to) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act. The Seller shall (i) use commercially reasonable efforts to comply with any Information or Document Requests; (ii) request early termination of any waiting period under the HSR Act and (iii) use its commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.

Section 5.04 Notices of Certain Events . From and after the date hereof until the Closing, the Seller shall after becoming aware of any of the following promptly notify the Purchaser of:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(c) any Actions commenced or, to its Knowledge, threatened against the Seller or any of its Subsidiaries that relate to or involve or otherwise affect the Business, Purchased Assets, Assumed Liabilities, or that, if pending on the date of this Agreement, would have required to be disclosed pursuant to Section 3.08 or that relate to the consummation of the transactions contemplated by this Agreement; and

(d) any inaccuracy of any representation or warranty, or any failure of the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it, contained in this Agreement at any time during the term hereof, in each case, that would reasonably be expected to cause the conditions set forth in Section 8.02(a) or Section

8.02(b) not to be satisfied; provided, however , that the delivery of any notice pursuant to this Section 5.04 shall not operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by the Seller in this Agreement, shall not be deemed to amend or supplement the Disclosure Schedule, and shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Section 5.05 Non-Competition; Non-Solicitation .

(a) The Seller shall not, and shall not permit any of its Affiliates to, for a period of five (5) years after the Closing Date (the “ Restricted Period ”), engage, directly or indirectly (whether as owner, operator, manager, consultant or otherwise), in the United States in the sale or rental of modular offices; provided, however , that Seller may (x) continue to sell and lease its other portable storage solutions (including its portable steel containers and portable steel ground mount “security offices”) which are not modular offices; (y) cross-hire modular offices from the Buyer for rental to customers of the Seller who require modular offices and containers together; and (z) own up to 500 modular office units acquired in any acquisition by the Seller following the Closing, provided that the Seller uses commercially reasonable efforts to dispose of such units in an orderly fashion following any such acquisition and, in connection with the disposal of such units, grants the Purchaser a right of first refusal regarding the purchase of the same.

(b) The Seller agrees that the scope of the restrictive provisions set forth in this Section 5.05 are reasonable with respect to subject matter, time and scope and that the provisions contained in this Section 5.05 are a material inducement to the Parties entering into this Agreement and but for the provisions contained in this Section 5.05 the Parties would not have entered into this Agreement. In the event that any court determines that the subject matter, duration or geographic scope of the restrictive provisions contained in this Section 5.05, or all of the foregoing, is unreasonable and that such provision is to that extent unenforceable, each of the Purchaser and the Seller agrees that the provision shall remain in full force and effect for the greatest time period and for the broadest subject matter and in the greatest area, as the case may be, that would not render it unenforceable. It is specifically understood and agreed that any breach of the provisions of this Section 5.05 by the Seller will result in irreparable injury to the Purchaser, that the remedy at Law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Purchaser shall be entitled to enforce the specific performance of this Section 5.05 by the Seller through both temporary and permanent injunctive relief without the necessity of proving actual damages, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies.

Section 5.06 Financial Statements . From and after the date hereof until the Closing, the Seller shall continue to prepare financial statements of the Business in the same manner as the Financial Statements and consistent with past practice, and Seller shall promptly provide copies of such financial statements to Purchaser.

Section 5.07 Transfer of Titles . From and after the Closing, with respect to the transfer of Purchased Assets that have a certificate of title or a certificate or statement of origin, and where Seller is not able to provide such certificate of title or certificate or statement of origin to

Purchaser at the Closing, Seller shall use commercially reasonable efforts to assist Purchaser with obtaining a replacement certificate of title or certificate or statement of origin to such Purchased Assets, and Seller shall bear the reasonable costs associated with obtaining such certificate of title or certificate or statement of origin.

ARTICLE VI

COVENANTS OF THE PURCHASER

Section 6.01 HSR Act and Regulatory Approvals .

(a) In connection with the transactions contemplated by this Agreement, the Purchaser shall (and, to the extent required, shall cause its Affiliates to) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act. The Purchaser shall use commercially reasonable efforts to comply with any Information or Document Requests.

(b) The Purchaser shall request early termination of any waiting period under the HSR Act and use commercially reasonable efforts to (i) obtain termination or expiration of the waiting period under the HSR Act, (ii) prevent the entry in any Action brought by a Regulatory Consent Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement and (iii) if any such Governmental Order is issued in any such Action, cause such Governmental Order to be lifted through litigation or other appropriate means, provided that Purchaser shall not be required to divest or otherwise dispose of any of its assets or business or alter, change, or otherwise restrict its existing operations or business in any material respect.

(c) The Purchaser shall promptly furnish to the Seller copies of any notices or written communications received by the Purchaser or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and the Purchaser shall permit counsel to the Seller an opportunity to review in advance, and the Purchaser shall consider in good faith the views of such counsel in connection with, any proposed written communications by the Purchaser and/or its Affiliates to any Governmental Authority concerning the transactions contemplated by this Agreement; provided, that the Purchaser shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority without the written consent of the Seller, which consent shall not be unreasonably withheld, conditioned, or delayed . The Purchaser agrees to provide the Seller and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between the Purchaser and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. For the avoidance of doubt, the Purchaser shall, on behalf of the parties, control and lead all joint filings, communications, defense, litigation, negotiations and strategy relating to the HSR Act or any similar Law relating to the transactions contemplated hereby.

(d) The Purchaser shall be responsible for and pay the filing fees payable to the Regulatory Consent Authorities in connection with the transactions contemplated by this Agreement.

Section 6.02 No Solicitation . The Purchaser acknowledges that no employees of the Seller or any Subsidiary of the Seller will be hired by the Purchaser in connection with the transactions contemplated by this Agreement. Further, beginning on the Closing Date and ending on the second anniversary thereof, the Purchaser agrees that it shall not, and shall cause its Affiliates not to, directly or indirectly (including through its representatives) without the prior consent of Seller, solicit for employment or hire any employee of the Seller or any of its Subsidiaries; provided that such restriction on solicitation shall not apply to any general solicitations for employment, such as any newspaper or Internet help wanted advertisement, or any search firm engagement, in each case which is not directed at or focused on any personnel employed by the Seller or any of its Subsidiaries, and provided further, that nothing in this Section 6.02 shall prevent Purchaser or any of its Affiliates from hiring (i) any employee whose employment has been terminated by the Seller or (ii) after 180 days from the date of termination of employment, any employee whose employment has been terminated by the employee.

ARTICLE VII

JOINT COVENANTS

Section 7.01 Support of Transaction .

(a) Without limiting any covenant contained herein, including the obligations of the Purchaser with respect to the notifications, filings, reaffirmations and applications described above, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 7.01, the Purchaser shall, and shall cause its Subsidiaries to, and the Seller shall: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be advisable or reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby, (b) use reasonable best efforts to obtain all consents and approvals of third parties that any of the Purchaser, the Seller or their respective Affiliates are required or consider it advisable to obtain in order to consummate the Closing, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the transaction contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall the Seller or any of its Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Seller or any of its Subsidiaries is a party in connection with the consummation of the transactions contemplated hereby.

(b) To the extent permitted by Law, each of the Purchaser and the Seller shall, promptly furnish to the other copies of any notices or written communications received by it or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated by this Agreement, and to the extent permitted by Law, shall permit the other party’s counsel an opportunity to review in advance any proposed written communications to any Governmental Authority concerning the transactions contemplated by this Agreement and/or to consult in advance of any meeting or conference with any Governmental Authority, including in connection with any proceeding by a private party, and

each of Acquiror and the Company shall consider in good faith the views of the other party’s counsel in connection with such written communication, meeting or conference.

Section 7.02 Escrow Agreement . The Purchase and the Seller shall execute and deliver to one another the Escrow Agreement at the Closing.

Section 7.03 Tax Matters .

(a) The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities.

(b) The Purchaser shall be liable for and shall hold Seller and its Affiliates harmless against, and agrees to pay, any and all Conveyance Taxes; provided, however , that Purchaser shall, at the Closing, provide Seller with duly executed resale certificates for each state where the Mobile Offices included in the Purchased Assets are physically located as of the Closing, and Seller shall accept such certificates and not charge Purchaser sales tax on the sale. Purchaser shall continue to hold the Mobile Offices included in the Purchased Assets in inventory for lease in due course.

(c) Subject to Section 7.03(b), all personal property Taxes, and similar ad valorem obligations levied with respect to the Purchased Assets for a Taxable Period that includes (but does not end on) the Closing Date (collectively, the “ Apportioned Obligations ”) shall be apportioned between the Seller and the Purchaser as of the Closing Date based on the number of days of such Taxable Period ending on and including the Closing Date (“ Pre-Closing Apportioned Period ”) and the number of days of such Taxable Period beginning the day after the Closing Date through the end of such Taxable Period (the “ Post-Closing Apportioned Period ”). The Seller shall be liable for the proportionate amount of Apportioned Obligations that is attributable to the Pre-Closing Apportioned Period. The Purchaser shall be liable for proportionate amount of the Apportioned Obligations that is attributable to the Post-Closing Apportioned Period. In the case of any other Taxes with respect to a Taxable Period that includes (but does not end on) the Closing Date, the amount of such Taxes allocated to the portion of such Taxable Period ending on the Closing Date shall be based on an interim closing of the books as of the close of business on the Closing Date.

Section 7.04 R&W Insurance Policy . Purchaser and Seller shall cooperate and use their commercially reasonable efforts to enable Purchaser to obtain, on or prior to the Closing Date, a buyer-side representation and warranty insurance policy from AIG Specialty Insurance Company (or an Affiliate thereof) having the terms specified on Exhibit E (the “ R&W Insurance Policy ”) to insure, for the survival period under this Agreement, against up to a maximum aggregate amount of $10,000,000 in Losses incurred by any Purchaser Indemnified Party as a result of the failure of any representation or warranty made by the Seller in Article III hereof or in any certificates to be delivered pursuant to Article II to be true and correct as of the Closing Date (or as of the date

made, where such representation or warranty relates to an earlier date). The premiums and related costs due under the R&W Insurance Policy shall be paid by the Purchaser to the applicable insurer at or prior to the Closing Date.

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.01 Conditions to Obligations of the Purchaser and the Seller . The obligations of the Purchaser and the Seller to consummate, or cause to be consummated, the Closing are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties:

(a) All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or been terminated.

(b) There shall not be in force any Governmental Order or Law enjoining or prohibiting the consummation of the Closing, or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(c) Each of the Purchaser, the Seller and the Escrow Agent shall have executed the Escrow Agreement, and such agreement shall be in full force and effect.

Section 8.02 Conditions to Obligations of the Purchaser . The obligations of the Purchaser to consummate, or cause to be consummated, the Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Purchaser:

(a) Each of the representations and warranties of the Seller contained in this Agreement (without giving effect to any “Material Adverse Effect” or similar materiality qualification therein) shall be true and correct as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, any inaccuracies or omissions that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business or the Purchased Assets.

(b) Each of the covenants of the Seller to be performed as of or prior to the Closing shall have been performed in all material respects.

(c) All approvals, consents and waivers that are listed on Section 3.03 of the Disclosure Schedule shall have been received or waived, and executed counterparts thereof shall have been delivered to Purchaser at or prior to the Closing.

(d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.

(e) Purchaser shall have received all Permits that are necessary for it to conduct the Business as conducted by the Seller as of the Closing Date.

(f) All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and Seller shall have delivered to Purchaser written evidence, in form satisfactory to Purchaser, of the release of such Encumbrances.

(g) The Seller shall have delivered to the Purchaser a certificate signed by an officer of the Seller, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 8.02(a) and Section 8.02(b) have been fulfilled.

(h) The R&W Insurance Policy shall have been issued to the Purchaser.

Section 8.03 Conditions to the Obligations of the Seller . The obligation of the Seller to consummate the Closing is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Seller:

(a) Each of the representations and warranties of the Purchaser contained in this Agreement (without giving effect to any materiality qualification therein) shall be true and correct in all respects as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, any inaccuracies or omissions that have not had and would not reasonably be expected to materially adversely affect the ability of Acquiror to consummate the transactions contemplated by this Agreement.

(b) Each of the covenants of the Purchaser to be performed as of or prior to the Closing shall have been performed in all material respects.

(c) The Purchaser shall have delivered to the Company a certificate signed by an officer of the Purchaser, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 8.03(a) and Section 8.03(b) have been fulfilled.

(d) The R&W Insurance Policy shall have been issued to Purchaser and Purchaser shall have delivered a copy thereof to Seller.

ARTICLE IX

TERMINATION/EFFECTIVENESS

Section 9.01 Termination . This Agreement may be terminated and the transactions contemplated hereby abandoned:

(a) by written consent of the Seller and the Purchaser;

(b) prior to the Closing, by written notice to the Seller from the Purchaser if (i) there is any breach of any representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, such that the conditions specified in Section 8.02(a) or Section 8.02(b) would not be satisfied at the Closing (a “ Terminating Seller Breach ”), except that, if such

Terminating Seller Breach is curable by the Seller through the exercise of its reasonable best efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date the Purchaser provides written notice of such violation or breach and the Termination Date) after receipt by the Seller of notice from the Purchaser of such breach, but only as long as the Seller continues to use its reasonable best efforts to cure such Terminating Seller Breach (the “ Seller Cure Period ”), such termination shall not be effective until, and such termination shall become effective only if the Terminating Purchaser Breach is not cured within the Seller Cure Period, (ii) the Closing has not occurred on or before June 14, 2015 (the “ Termination Date ”); provided, that if on the Termination Date, any of the conditions to the Closing set forth in Sections 8.01(a) or (b) shall not have been fulfilled but all other conditions to the Closing either have been and remain fulfilled or are then capable of being fulfilled at the Closing, then the Termination Date may be extended by either the Purchaser or the Seller by written notice to the other party (with such written notice being received by such party on or prior to the Termination Date) to a date not later than July 14, 2015, and such date or dates not later than July 14, 2015 shall thereafter be deemed to be the Termination Date for purposes of this Agreement; provided, further, that the right to terminate this Agreement under this subsection (ii) shall not be available if the Purchaser’s failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date, or (iii) the consummation of any of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable order or judgment of a court of competent jurisdiction or by Law; or

(c) prior to the Closing, by written notice to the Purchaser from the Seller if (i) there is any breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, such that the conditions specified in Section 8.03(a) or Section 8.03(b) would not be satisfied at the Closing (a “ Terminating Purchaser Breach ”), except that, if any such Terminating Purchaser Breach is curable by the Purchaser through the exercise of its reasonable best efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date the Purchaser provides written notice of such violation or breach and the Termination Date) after receipt by the Purchaser of notice from the Seller of such breach, but only as long as the Purchaser continues to exercise such reasonable best efforts to cure such Terminating Purchaser Breach (the “ Purchaser Cure Period ”), such termination shall not be effective until, and such termination shall become effective only if the Terminating Purchaser Breach is not cured within the Purchaser Cure Period, (ii) the Closing has not occurred on or before the Termination Date; provided, that the right to terminate this Agreement under this subsection (ii) shall not be available if the Seller’s failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date, or (iii) the consummation of any of the transactions contemplated hereby is permanently enjoined or prohibited by the terms of a final, non-appealable order or judgment of a court of competent jurisdiction or by Law.

Section 9.02 Effect of Termination . Except as otherwise set forth in this Section 9.02, in the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors, stockholders, employees or representatives other than liability of any party hereto for any intentional and willful breach of this Agreement by such party occurring prior to such termination. The provisions of Sections 9.02, 11.01, 11.09, 11.11, and

11.12 (collectively, the “ Surviving Provisions ”), and any other Section or Article of this Agreement referenced in the Surviving Provisions which are required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive any termination of this Agreement.

ARTICLE X

INDEMNIFICATION

Section 10.01 Survival of Representations and Warranties . The representations and warranties of the Parties contained in this Agreement shall survive the Closing for eighteen (18) months after the Closing; provided, however , that the Seller Fundamental Representations and the Purchaser Fundamental Representations shall survive indefinitely; and, provided, further , that any claim made in compliance with Section 10.04(a) by the Party seeking to be indemnified within the time periods set forth in this Section 10.01 shall survive until such claim is finally and fully resolved. The covenants and agreements contained in this Agreement shall survive the Closing in accordance with their respective terms, and the period during which a claim for indemnification or reimbursement may be asserted in connection therewith shall survive the Closing until the latest expiring statute of limitations applicable to the rights of any Indemnified Party to bring any claim with respect to such matters, and a claim for indemnification based on actual fraud or willful misconduct (including any intentional breach of this Agreement) may be made at any time.

Section 10.02 Indemnification by the Seller . The Purchaser, its Affiliates, and their respective officers, directors, managers, employees and agents (each, a “ Purchaser Indemnified Party ”) shall from and after the Closing be indemnified and held harmless by the Seller, for and against all losses, damages, claims, costs and expenses (including amounts paid in settlement, costs of investigation, and reasonable attorneys’ and consultants’ fees and expenses), interest, awards, fines, Taxes, judgments and penalties suffered or incurred by them (collectively, “ Losses ”), arising out of or resulting from (i) the breach of any representation or warranty made by the Seller in this Agreement, the Ancillary Agreements, or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, (ii) the breach or non-fulfillment of any covenant or agreement by the Seller contained in this Agreement, the Ancillary Agreements, or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, (iii) the Excluded Assets, (iv) the Excluded Liabilities, or (v) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date. Notwithstanding the above, for all Losses under clause (i) of the first sentence of this Section 10.02 other than those based upon the actual fraud or willful misconduct (including any intentional breach of this Agreement) of Seller or a breach of a Seller Fundamental Representation, Seller shall have no liability or obligation relating to the indemnification or funding for indemnification for any breach of, or inaccuracy in, the representations and warranties set forth in Article III of this Agreement, it being acknowledged and agreed that the Escrow Amount and the R&W Insurance Policy shall exclusively provide for the funding for all such Losses incurred by the Purchaser Indemnified Parties for any such breaches or inaccuracies. The only two exceptions to the foregoing are: (a) up to a possible aggregate maximum of $4.6 million, a Denied Loss, in which case Seller may have liabilities to Purchaser Indemnified Parties as limited in Section 10.04(b); and (b) Losses

other than Denied Losses, but only up to the Cap. To the extent that any matter set forth in clauses (ii) through (v) of the first sentence of Section 10.02 is also a matter that falls within clause (i) of the first sentence of this Section 10.02, Purchaser shall bring any claim for indemnification under clause (i) of the first sentence of Section 10.02.

Section 10.03 Indemnification by the Purchaser . The Seller, its Affiliates and their respective officers, directors, employees and agents (each, a “ Seller Indemnified Party ”) shall from and after the Closing be indemnified and held harmless by the Purchaser for and against any and all Losses suffered or incurred by them, arising out of or resulting from (i) the breach of any representation or warranty made by the Purchaser contained in this Agreement, the Ancillary Agreements, or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (ii) the breach or non-fulfillment of any covenant or agreement by the Purchaser contained in this Agreement, the Ancillary Agreements, or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (iii) the assertion against any Seller Indemnified Party of any Assumed Liability after the Closing, or (iv) any Losses relating to the Business or the Mobile Offices occurring after the Closing (other than those arising as result of the breach of any representation, warranty or covenant made by the Seller in this Agreement).

Section 10.04 Limits on Indemnification .

(a) No claim may be asserted nor may any Action be commenced against a Party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 10.01, except as may be extended for claims that may be made under the R&W Insurance Policy, provided, however, in no event shall the Seller be responsible for its portion of a Denied Loss under Section 10.04(b) for claims made against the R&W Insurance Policy after 18 months following the Closing, excluding a Denied Loss relating to the breach of a Seller Fundamental Representation.

(b) Notwithstanding anything to the contrary contained in this Agreement, (i) the Seller shall not be liable for any Losses pursuant to clause (i) of Section 10.02 (other than with respect to a claim for indemnification based on, arising out of, or with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.06(b), Section 3.10, or Section 3.14 (collectively, the “ Seller Fundamental Representations ”)), unless and until the aggregate amount of indemnifiable Losses that may be or have already been recovered from the Seller exceeds $500,000 (the “ Deductible Amount ”), whereupon the Purchaser Indemnified Parties shall be entitled to indemnification for only the amount of such Losses in excess of the Deductible Amount, and (ii) except as specifically set forth herein, the maximum amount of indemnifiable Losses which may be recovered from the Seller pursuant to this Article X shall be an amount equal to the amount then remaining in the Escrow Account (the “ Cap ”); provided, however , that neither the Deductible Amount nor the Cap shall apply to Losses suffered by any Purchaser Indemnified Party (x) resulting from a breach of a Seller Fundamental Representation, or (y) in the event that the obligation to indemnify arises from claims based on actual fraud or willful misconduct (including any intentional breach of this Agreement) by the Seller. Subject to the limitations set forth in Section 10.02 and further provisions of this Section

10.04(b), the Purchaser acknowledges and agrees that the Purchaser Indemnified Parties’ sole recourse, except with respect to any inaccuracy in or breach of a Seller Fundamental Representation, actual fraud, willful misconduct (including any intentional breach of this Agreement), or an enforcement action for non-monetary relief pursuant to Section 11.10 but only to the extent such matter is not a Loss under the R&W Policy, with respect to matters for which they may be entitled to indemnification pursuant to this Article X shall be first to satisfy such Losses against all or any portion of the amount then available in the Escrow Account, and second (with respect to Losses under clause (i) of Section 10.02 only), if all or any portion of such Losses are in excess of the amount then available in the Escrow Account, to satisfy the amount of such Losses out of the R&W Insurance Policy. With respect to any inaccuracy or breach of a Seller Fundamental Representation, the Purchaser acknowledges and agrees that the Purchaser Indemnified Parties shall satisfy such Losses in the following order of priority: first , against all or any portion of the amount then available in the Escrow Account, second , if all or any portion of such Losses are in excess of the amount then available in the Escrow Account, out of the R&W Insurance Policy, and third , in the event that any such Losses are a Denied Loss or are in excess of the limits of the R&W Insurance Policy, directly against the Seller, and Seller acknowledges that neither the Deductible Amount nor the Cap shall apply to Losses suffered by any Purchaser Indemnified Party resulting from a breach of a Seller Fundamental Representation. In the event that a claim or claims for Losses arising out of a breach of a Seller Fundamental Representation and a claim or claims for Losses arising out of a breach of a representation or warranty of Seller other than a Seller Fundamental Representation are submitted for coverage under the R&W Insurance Policy during the general survival period for representations and warranties under this Agreement, any proceeds received under the R&W Insurance Policy on account of such Losses shall be deemed to have been paid first in satisfaction of the Losses arising out of a breach of the representations and warranties of Seller other than the Seller Fundamental Representation, and second in satisfaction of the Losses arising out of a breach of a Seller Fundamental Representation. With respect to Losses, other than Losses under clause (i) of Section 10.02, if the amount then available in the Escrow Account is insufficient to satisfy all such Losses, Seller shall not have any liability of any kind or nature with respect to such Losses except in the event that the Losses are based on actual fraud or willful misconduct (including any intentional breach of this Agreement) of Seller, in which case neither the Deductible nor the Cap shall apply to such Losses. With respect to Losses under clause (i) of Section 10.02, if such Losses (or any portion thereof) are a Denied Loss, Purchaser and Seller shall each bear 50% of such Denied Loss, provided that Seller’s maximum aggregate liability for all Denied Loss shall not exceed $4,600,000 (the “ Over Cap ”); provided, however , that, notwithstanding the foregoing, in the event that a Denied Loss arises from claims based on any inaccuracy in or breach of a Seller Fundamental Representation, or is based on Seller actual fraud, or willful misconduct (including any intentional breach of this Agreement), Seller shall be responsible for 100% of such Denied Loss, and none of the Deductible, the Cap, or the Over Cap shall apply to such Denied Loss, and Seller shall promptly pay to the Purchaser its applicable portion of such Denied Loss. Other than subrogation rights based on Seller fraud, the carrier of the R&W Insurance Policy shall not be deemed to be a third party beneficiary of this Agreement, including this Section 10.04(b), and shall not have any other rights to be subrogated to the rights of Purchaser in respect of Purchaser’s indemnification rights hereunder. Notwithstanding the one (1) year time period referenced under the definition of “Denied Loss,” Purchaser shall continue to pursue diligently and in good faith to obtain coverage under the R&W Insurance

Policy and shall promptly pay to the Seller 50% of any proceeds received by the Purchaser under the R&W Insurance Policy for a Denied Loss.

(c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Purchaser shall not be liable for any Losses pursuant to clause (i) of Section 10.03 (other than with respect to a claim for indemnification based on, arising out of, or with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01 or 4.05 (collectively, the “ Purchaser Fundamental Representations ”), unless and until the aggregate amount of indemnifiable Losses that may be or have already been recovered from the Purchaser exceeds the Deductible Amount, whereupon the Seller Indemnified Parties shall be entitled to indemnification for only the amount of such Losses in excess of the Deductible Amount, and (ii) the maximum amount of indemnifiable Losses which may be recovered from the Purchaser pursuant to Article X shall be an amount equal to the Cap; provided, however , that neither the Deductible Amount nor the Cap shall apply to Losses suffered by any Seller Indemnified Party (x) resulting from a breach of a Purchaser Fundamental Representation, or (y) in the event that the obligation to indemnify arises from claims based on actual fraud or willful misconduct (including any intentional breach of this Agreement) of Purchaser.

(d) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall be liable to, or otherwise responsible to any Indemnified Party for, speculative, consequential, incidental, indirect, special, unforeseen or punitive damages or for diminution of value, loss of profit or multiples of earnings damages, that arise out of or relate to this Agreement or the performance or breach or alleged breach thereof or any Liability retained or assumed hereunder whether or not the possibility of such damages has been disclosed to the other Party in advance or could have been reasonably foreseen by such other Party other than such types of damages paid to a non-Affiliated third party.

(e) The amount of any Losses for which indemnification is provided under Section 10.02 or Section 10.03 (as applicable), shall be net of any insurance recovery actually received by an Indemnified Party on account of any Losses subject to indemnification hereunder, with the Indemnifying Party agreeing to reasonably and in good faith pursue available coverage as they would if such Losses were not subject to indemnification hereunder. In the event that an insurance recovery is made by such Indemnified Party with respect to any Losses for which such party has been indemnified hereunder, then such Indemnified Party shall promptly pay to the Indemnifying Party who made any indemnification payment the amount of such recovery (net of all reasonable direct collection expenses). The Parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Losses upon becoming aware of any event that gives rise thereto. This Section 10.04(e) does not apply to the R&W Insurance policy.

(f) For purposes of this Article X, any inaccuracy in or breach of any representation or warranty shall be determined without giving effect to the term “Material Adverse Effect” or any similar materiality qualification based on materiality contained in any such representation or warranty.

Section 10.05 Notice of Loss; Third-Party Claims .

(a) An Indemnified Party shall give the Indemnifying Party and the Agent notice of any matter which an Indemnified Party has determined gives rise or could reasonably be expected to give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, setting forth in reasonable detail the amount of the Losses, if known, and method of computation thereof (if known), and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, provided that the failure to provide such notice within the specified time period will not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure materially prejudices such Indemnifying Party hereunder.

(b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment against it from a third party (each, a “ Third-Party Claim ”), which gives rise or would reasonably be expected to give rise to a claim for Losses under this Article X, within thirty (30) days of the receipt of such notice (or within such shorter period as may be required to permit the Indemnifying Party to respond to any such claim), the Indemnified Party shall give the Indemnifying Party notice of such Third-Party Claim together with copies of all notices and documents served on or received by the Indemnified Party, provided, that the failure to provide such notice within the specified time period (whether with a Third-Party Claim or otherwise) will not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure materially prejudices such Indemnifying Party hereunder. The Indemnifying Party shall be entitled to assume and control the defense of such Third-Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within forty-five (45) days of the receipt of such notice from the Indemnified Party (but in all cases within such time as is reasonable to permit the Indemnified Party to adequately respond to any such claim in the event that the Indemnifying Party will not assume the defense thereof), which notice shall state that the Indemnifying Party would be liable under the provisions hereof for indemnity in the amount claimed by such third party if such claims by such third party are valid and that such Indemnifying Party intends to defend against such Third-Party Claims in good faith, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party, at the Indemnifying Party’s sole cost and expense (subject to the limitations set forth in this Article X) (the “ Defense Assumption Notice ”), provided, however , that if within a reasonable time period (not to exceed ninety (90) days) following the delivery of the Defense Assumption Notice, the Indemnifying Party discovers or identifies new facts or circumstances which leads such Indemnifying Party to reasonably believe that such claim is not a claim that results or would result in the incurrence by such Indemnified Party of any Losses for which such Indemnified Party would be entitled to indemnification from such Indemnifying Party pursuant to this Article X, such Indemnifying Party may promptly (but in any event within such ninety (90) day period) notify the Indemnified Party in writing of such facts or circumstances and state that such Indemnifying Party is retracting the Defense Assumption Notice and, thereafter, the Defense Assumption Notice shall be of no further force and effect and the Indemnifying Party shall no longer be entitled to assume the defense of such claim. If the Indemnifying Party elects to undertake any such defense against a Third-Party Claim, the Indemnified Party may participate in (but not control) such defense at its own expense. If the parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by legal counsel that it has available to it one or more defenses

or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, as a result of which representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party; provided , that such Indemnifying Party shall be obligated to pay for only one counsel for the Indemnified Party in any jurisdiction. Further, if a diligent good faith defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party may undertake the defense of (with counsel selected by such Indemnified Party) and shall have the right to compromise or settle such Third-Party Claim (exercising reasonable business judgment); provided, however , that if the Indemnifying Party has not consented in writing (such consent not to be unreasonably withheld, conditioned or delayed) to any compromise or settlement of such claims, then the amount of such compromise or settlement shall not be dispositive of the amount of Losses the Indemnified Party may recover pursuant to the indemnity provided in this Article X. Except with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement that (i) includes any remedy other than a cash payment, which is fully satisfied by the Indemnifying Party or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party of a release from all Liability with respect to such claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim in accordance with this Article X, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and promptly make available to the Indemnifying Party, at the Indemnifying Party’s expense, all relevant witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto (or in the possession or control of any of its Affiliates or its or their Representatives) as is reasonably requested by the Indemnifying Party or its counsel. For so long as the Indemnifying Party is the party responsible for the defense of such Third-Party Claim (the “ Responsible Party ”), the Indemnified Party shall not pay, or permit to be paid, any part of such Third-Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third-Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third-Party Claim. For so long as the Indemnifying Party is the Responsible Party, the Indemnified Party shall not admit any Liability with respect to any Third-Party Claim, settle or enter into any settlement agreement, compromise or discharge any Third-Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The Responsible Party shall, to the extent reasonably requested by the other party, keep such other party reasonably informed as to the status of such claim.

Section 10.06 Remedies . Each of the Parties acknowledges and agrees that following the Closing, except in connection with actual fraud, willful misconduct (including any intentional breach of this Agreement), or an enforcement action for non-monetary relief pursuant to Section 11.10, the indemnification provisions of Article X shall be the sole and exclusive remedies of the Parties for any breach of the representations and warranties contained in this Agreement and for any failure to perform and comply with any covenant or agreement in this Agreement. The provisions of this Section 10.06 will not prevent or limit a cause of action (i) under Section 11.10 to obtain an injunction or injunctions to prevent breaches of this Agreement and to enforce

specifically the terms and provisions hereof, or (ii) for actual fraud and willful misconduct (including any intentional breach of this Agreement). Except in connection with actual fraud or willful misconduct (including any intentional breach of this Agreement), and except with respect to an enforcement action for non-monetary damages pursuant to Section 11.10, each Party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this Article X. For the avoidance of doubt, the Indemnified Party shall not be entitled to recover damages or otherwise retain payment, reimbursement or restitution more than once in respect of the same Losses or Liability.

Section 10.07 Tax Matters . For Tax purposes, the Parties agree to treat, to the extent permitted by applicable Law, all payments made under any indemnity provisions contained in this Agreement, and for any breaches of representations, warranties, covenants or agreements, as adjustments to the Purchase Price.

Section 10.08 Payments . Once Losses are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article X, the Indemnifying Party shall satisfy its obligations within five (5) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds, provided that, in the event that Seller is the Indemnifying Party, all such obligations shall be satisfied out of the Escrow Amount until the Escrow Amount is exhausted, provided that Purchaser may have recourse against the R&W Insurance Policy and, where applicable, the Seller. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such five (5) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to the one year London Interbank Offered Rate, plus 3%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

ARTICLE XI

GENERAL PROVISIONS

Section 11.01 Expenses . Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement (collectively, the “ Transaction Expenses ”) shall be borne by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 11.02 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) if delivered in person, when delivered, (ii) if delivered by an internationally recognized overnight courier service, on the first Business Day thereafter, or (iii) if delivered by facsimile (with a copy simultaneously sent by overnight courier service), when confirmation thereof is received, in each case to the respective Party at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.02):

(a)

if to the Seller:

Mobile Mini, Inc.

7420 South Kyrene Road, Suite 101

Tempe, Arizona 85283

Facsimile: (480) 894-6433

Attention: Christopher J. Miner, Senior Vice President and

General Counsel

with a copy to (which shall not constitute notice):

DLA Piper LLP (US)

2525 East Camelback Road, Suite 1000

Phoenix, Arizona 85016

Facsimile: (480) 606-5101

Attention: Gregory R. Hall, Esq.

(b)

if to the Purchaser:

New Acton Mobile Industries LLC

1460 Main Street

Suite 200

Southlake, Texas 76092

Facsimile: (817) 898-1509

Attention: Ross Gatlin and Brian Hegi

with a copy to (which shall not constitute notice):

Prophet Equity

1460 Main Street

Suite 200

Southlake, Texas 76092

Facsimile: (817) 898-1509

Attention: David Rex, General Counsel

with a further copy to (which shall not constitute notice):

Jackson Walker L.L.P.

901 Main Street

Suite 6000

Dallas, Texas 75202

Facsimile: (214) 953-5822

Attention: Kevin Jones

(c)

If to the Agent, to:

U.S. Bank National Association

Corporate Trust Services

101 N. 1st Avenue, Suite 1600

Phoenix, Arizona 85003

Facsimile: (602) 257-5433

Attention: Mary Ambriz-Reyes

with a copy to (which shall not constitute notice):

U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS3T

St. Paul, Minnesota 55107

Facsimile: (866) 691-4161

Attention: Maria Bui

Section 11.03 Public Announcements . Except as required by law, none of the Parties shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party.

Section 11.04 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

Section 11.05 Entire Agreement; Construction . This Agreement (including the Disclosure Schedule), the Ancillary Agreements and any other exhibits, schedules and certificates referred to herein or therein shall constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

Section 11.06 Assignment . This Agreement may not be assigned by operation of Law or otherwise without the express written consent of the Seller, the Agent and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller, the Agent or the Purchaser), as the case may be, and any attempted assignment without such consent shall be null and void.

Section 11.07 Amendment . This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Seller, the Agent and the Purchaser that expressly references the Section of this Agreement to be amended.

Section 11.08 Waiver . Any Party (and in the case of the Seller, with the prior written consent of the Agent) may (i) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered by the other Party pursuant to this Agreement, or (iii) waive compliance with any of the agreements of the other Party or conditions to such obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Parties to be bound thereby. Any waiver of any term or condition of this Agreement shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition of this Agreement, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

Section 11.09 No Third-Party Beneficiaries . Except as provided in Article X and as set forth in Section 11.14, this Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 11.10 Specific Performance . The Parties acknowledge and agree that the Parties would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that any non-performance or breach of this Agreement by any Party could not be adequately compensated by monetary damages alone and that the Parties would not have any adequate remedy at Law. Accordingly, such Party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement without posting any bond or other undertaking.

Section 11.11 Governing Law . This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Arizona without regard to the conflict of law principles thereof. All legal proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Arizona federal court sitting in the County of Maricopa of the City of Phoenix; provided , however , that if such federal court does not have jurisdiction over such legal proceeding, such legal proceeding shall be heard and determined exclusively in any Arizona state court sitting in Maricopa County, Arizona. Consistent with the preceding sentence, the Parties hereto hereby (i) submit to the exclusive jurisdiction of any federal or state court sitting in Maricopa County for the purpose of any legal proceeding arising out of or relating to this Agreement brought by any party hereto, (ii) agree that service of process will be validly effected by sending notice in accordance with Section 11.02, and (iii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such legal proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the legal proceeding is brought in an inconvenient

forum, that the venue of the legal proceeding is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

Section 11.12 Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.12.

Section 11.13 Counterparts . This Agreement may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “.pdf” form) in two or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 11.14 The Agent and the Lenders .

(a) Notwithstanding anything to the contrary herein, the Agent (for itself and the Lenders) will be deemed a third-party beneficiary hereunder entitled to exercise and enforce any and all rights, powers, privileges and remedies of the Seller pursuant to this Agreement or any other agreement, instrument or document executed in connection herewith and, as provided in the applicable Loan Documents (as defined in the Credit Agreement), the Agent, for the benefit of itself and the Lenders, will have a first priority lien on Seller’s respective right, title and interest in and to this Agreement and the other agreements, instruments and documents executed in connection herewith. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or in any other agreement, instrument or document executed in connection herewith, the Seller will not exercise any right to terminate, or execute and deliver or otherwise provide any waivers, consents or amendments under, this Agreement or any of the other agreements, instruments or documents executed in connection herewith, without the prior written consent of the Agent.

(b) Notwithstanding anything to the contrary in this Agreement or any other agreement, instrument or document executed in connection herewith, none of the Agent or the Lenders (i) is making any representations or warranties to any or all of the Seller, the Purchaser or any of their respective Affiliates in connection with this Agreement or any other agreement, instrument or document executed in connection herewith, or the transactions contemplated herein or therein, (ii) will be liable to any Person for any breach by any or all of the Seller, the Purchaser or any of their respective Affiliates or any of their respective representations,

warranties, covenants or other agreements in connection with this Agreement or any other agreement, instrument or document executed in connection herewith or any of the transactions contemplated herein or therein, or (iii) will have any Liabilities under or in respect of any of this Agreement or any other agreement, instrument or document executed in connection herewith or any of the transactions contemplated herein or therein. Without limiting the generality of the foregoing, under no circumstances will any or all of the Agent and the Lenders be obligated to return or otherwise disgorge to or for the benefit of the Purchaser or any Affiliate thereof any proceeds of the Closing Date Payment, the Purchase Price or other amounts remitted to any or all of the Agent and the Lenders.

[ SIGNATURE PAGE IMMEDIATELY FOLLOWS ]

IN WITNESS WHEREOF , each of the Parties has caused this Agreement to be executed as of the date first written above by its respective officer thereunto duly authorized.


SELLER:

MOBILE MINI, INC.

By:		/s/ Erik Olsson
Name:		Erik Olsson
Title:		Chief Executive Officer

PURCHASER:

NEW ACTON MOBILE INDUSTRIES LLC

By:		/s/ Ross Gatlin
Name:		Ross Gatlin
Title:		Chief Executive Officer

[Signature Page to Asset Purchase Agreement]

Exhibit 23.2

CONSENT OF INDEPENDENT VALUATION FIRM

We consent to the inclusion in Mobile Mini, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2015 of references to our Valuation Reports relating to the estimation of either or both the fair market value and the orderly liquidation value of the company’s portable storage rental fleet appraised as of September 30, 2014, and the Valuation Reports relating to the estimation of either or both the fair market value and the orderly liquidation value of the company’s specialty containment rental fleet appraised as of December 10, 2014, and to references to our firm’s name therein.

AccuVal Associates, Incorporated

/s/ William R. Corwin

William R. Corwin, CEA

Senior Manager

Exhibit 31.1

CERTIFICATION

I, Erik Olsson, certify that:

1.	I have reviewed this report on Form 10-Q of Mobile Mini, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION

I, Mark E. Funk, certify that:

1.	I have reviewed this report on Form 10-Q of Mobile Mini, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Mobile Mini, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Erik Olsson, Chief Executive Officer of the Company, and Mark E. Funk, Chief Financial Officer of the Company, each certify, to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented.


Date: July 23, 2015						/s/ Erik Olsson
						Erik Olsson
						Chief Executive Officer

Date: July 23, 2015						/s/ Mark E. Funk
						Mark E. Funk
						Chief Financial Officer

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Mobile Mini, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Mobile Mini, Inc. specifically incorporates it by reference.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Mobile Mini, Inc. and will be retained by Mobile Mini, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.