What changed in this filing

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Item 1. Financial Statements

2021-11-05 compared with 2021-08-06 · 236 added, 209 removed, 850 unchanged (34% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share data) June 30, 2021 (unaudited)

(in thousands, except share data) September 30, 2021 (unaudited)

December 31, 2020

Cash and cash equivalents $ 11,317 $ 24,937

Trade receivables, net of allowances for credit losses at June 30, 2021 and December 31, 2020 of $ 36,785 and $ 29,258 , respectively

Trade receivables, net of allowances for credit losses at September 30, 2021 and December 31, 2020 of $ 41,867 and $ 29,258 , respectively

398,350 330,942

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Preferred Stock:

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2021 and December 31, 2020

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at September 30, 2021 and December 31, 2020

Common Stock:

$ 0.0001 par, 500,000,000 shares authorized and 226,832,627 and 229,038,158 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

$ 0.0001 par, 500,000,000 shares authorized and 223,665,627 and 229,038,158 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

Additional paid-in-capital 3,655,587 3,852,291

6 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands, except share and per share data)

24 unchanged sentences

Interest expense 29,201 33,034 88,377 89,810

Fair value (gain) loss on common stock warrant liabilities ( 610 ) 26,963 26,597 ( 68,366 )

Fair value loss (gain) on common stock warrant liabilities — 22,303 26,597 ( 46,063 )

Loss on extinguishment of debt — 42,401 5,999 42,401

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands)

2 unchanged sentences

Other comprehensive income (loss):

Foreign currency translation adjustment, net of income tax expense of $ 60 and $ 0 for the three and six months ended June 30, 2021 and $ 0 for the three and six months ended June 30, 2020, respectively

Foreign currency translation adjustment, net of income tax expense of $ 0 and $ 60 for the three and nine months ended September 30, 2021, respectively, and $ 0 for the three and nine months ended September 30, 2020

( 11,162 ) 14,619 ( 3,035 ) 1,457

Net gain (loss) on derivatives, net of income tax expense of $ 656 and $ 0 for the three months ended June 30, 2021 and 2020, respectively and $ 1,323 and $ 0 for the six months ended June 30, 2021 and 2020, respectively

Net gain (loss) on derivatives, net of income tax expense (benefit) of $ 676 and $( 1,183 ) for the three months ended September 30, 2021 and 2020, respectively, and $ 1,999 and $( 1,183 ) for the nine months ended September 30, 2021 and 2020, respectively

2,206 3,905 6,529 ( 3,878 )

Total other comprehensive income (loss) ( 8,956 ) 18,524 3,494 ( 2,421 )

Comprehensive income (loss) 25,610 ( 5,173 ) 37,268 56,580

Comprehensive income (loss) attributable to non-controlling interest — 2,161 — ( 672 )

Total comprehensive income (loss) attributable to WillScot Mobile Mini $ 25,610 $ ( 7,334 ) $ 37,268 $ 57,252

Comprehensive income 52,147 12,473 89,415 69,053

Comprehensive loss attributable to non-controlling interest — — — ( 672 )

Total comprehensive income attributable to WillScot Mobile Mini $ 52,147 $ 12,473 $ 89,415 $ 69,725

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shareholders' Equity

14 unchanged sentences

Balance at June 30, 2021 226,833 $ 23 $ 3,756,563 $ ( 24,757 ) $ ( 1,726,416 ) $ 2,005,413

Net income — — — — 61,103 61,103

Other comprehensive income — — — ( 8,956 ) — ( 8,956 )

Stock-based compensation and issuance of Common Stock from vesting 192 — 7,686 — — 7,686

Repurchase and cancellation of Common Stock and warrants ( 3,752 ) — ( 106,264 ) — — ( 106,264 )

Issuance of Common Stock from the exercise of options and warrants 393 — 1,517 — — 1,517

Withholding taxes on net share settlement of stock-based compensation — — ( 3,915 ) — — ( 3,915 )

Balance at September 30, 2021 223,666 $ 23 $ 3,655,587 $ ( 33,713 ) $ ( 1,665,313 ) $ 1,956,584

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity (continued)

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Class A Common Stock (1)

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Balance at June 30, 2020 121,233 $ 12 — $ — $ 2,504,512 $ ( 84,807 ) $ ( 1,749,049 ) $ 670,668 $ — $ 670,668

Net loss — — — — — — ( 6,051 ) ( 6,051 ) — ( 6,051 )

Other comprehensive income — — — — — 18,524 — 18,524 — 18,524

Mobile Mini Merger 106,427 11 — — 1,348,570 — — 1,348,581 — 1,348,581

Stock-based compensation 321 — — — 6,058 — — 6,058 — 6,058

Balance at September 30, 2020 227,981 $ 23 — $ — $ 3,859,140 $ ( 66,283 ) $ ( 1,755,100 ) $ 2,037,780 $ — $ 2,037,780

(1) See Note 1 for information regarding the Company's conversion of Class A Common Stock to Common Stock on July 1, 2020 concurrent with the Merger.

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Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

10 unchanged sentences

Stock-based compensation expense 21,674 6,958

Deferred income tax expense 24,389 608

Unrealized currency (gains) losses, net ( 184 ) 1,095

Deferred income tax expense (benefit) 28,140 ( 67,324 )

Unrealized currency losses, net 34 897

Changes in operating assets and liabilities:

1 unchanged sentence

Inventories ( 7,311 ) 1,440

Prepaid and other assets 10,004 ( 6,620 )

Prepaid expenses and other assets 3,118 2,215

Operating lease assets and liabilities 59 584

4 unchanged sentences

Investing activities:

Acquisition of businesses, net of cash acquired ( 56,244 ) 17,173

Proceeds from sale of rental equipment 42,034 25,281

6 unchanged sentences

Repurchase and cancellation of Common Stock and warrants ( 320,562 ) —

Payment of Common Stock issuance costs — ( 4,222 )

Receipts from borrowings 551,063 2,735,793

4 unchanged sentences

Taxes paid on employee stock awards ( 7,134 ) ( 673 )

Net cash (used in) provided by financing activities ( 182,913 ) 614,693

Net cash used in financing activities ( 208,935 ) ( 75,612 )

Effect of exchange rate changes on cash and cash equivalents ( 150 ) 542

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All intercompany balances and transactions are eliminated.

The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year.

For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020.

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In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848) , which is elective, and provides for optional expedients and exceptions for applying GAAP to contracts, hedging relationsh ips, and other transactions affected by reference rate reform if certain criteria are met.

The Company is currently evaluating the impact of reference rate reform and the potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and does not expect the impact to be material.

The Company is currently evaluating the impact of reference rate reform and the potential impact of adoption of these elective practical expedients on its consolidated financial statements and does not expect the impact to be material.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) .

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The amendments in the ASU are effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

The Company is currently evaluating the potential impact of the adoption of the pronouncement on its consolidated financial statements.

The Company does not expect the adoption of this pronouncement to have a material impact on its consolidated financial statements.

Recently Adopted Accounting Standards

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On January 1, 2021, the Company adopted ASU 2019-12 and the impact of adoption was not material to the Company's consolidated financial statements.

The Company will apply the standard prospectively for intraperiod tax allocation, year-to-date losses that exceed anticipated annual losses and enacted changes in tax laws.

The Company applied the standard prospectively for intraperiod tax allocation, year-to-date losses that exceed anticipated annual losses and enacted changes in tax laws.

NOTE 2 - Acquisitions

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The excess of the purchase price over those fair values was recorded as goodwill.

The purchase price for the Merger was assigned to the underlying assets acquired and liabilities assumed based upon their fair values at the date of acquisition, July 1, 2020.

The Company recorded the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, contributory asset charges, and estimates made by management.

9 unchanged sentences

Operating lease assets 92,054

Intangible assets 374,500 (a)

Intangible assets 374,500

Goodwill identified 937,135

10 unchanged sentences

Purchase Price $ 1,352,836

(a) The initial fair value estimates were calculated using preliminary estimates and assumptions which have been updated in the current reporting period as additional information was obtained during the measurement period.

The underlying assets have been adjusted from those previously recorded accordingly.

Intangible assets were reduced by approximately $ 8.0 million from amounts reported at December 31, 2020.

Mobile Mini generated $ 330.8 million of revenue and $ 51.9 million of pre-tax income in the six months ended June 30, 2021, which is included in the condensed consolidated financial statements of operations.

Mobile Mini generated $ 522.3 million of revenue and $ 94.3 million of pre-tax income in the nine months ended September 30, 2021, which is included in the condensed consolidated statements of operations.

The pro forma results presented below give effect to the following as if they occurred on January 1, 2019:

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The pro forma information does not reflect any cost savings from operating efficiencies, synergies, or revenue opportunities that could result from the Merger.

The Company's results of operations for the three and six months ended June 30, 2021 represent the activities of the Company after the Merger.

The Company's results of operations for the three and nine months ended September 30, 2021 and the three months ended September 30, 2020 represent the activities of the Company after the Merger.

As a result, there were no differences between pro forma results and actual results on a reported basis.

The tables below present unaudited pro forma condensed combined statements of operations information for the three and six months ended June 30, 2020:

(in thousands) Three Months Ended June 30, 2020 Six Months Ended June 30, 2020

The tables below present unaudited pro forma condensed combined statement of operations information for the nine months ended September 30, 2020:

(in thousands) Nine Months Ended September 30, 2020

WillScot revenues $ 929,998

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Pro forma revenues $ 1,214,238

WillScot Mobile Mini (loss) income before income tax $ ( 14,415 ) $ 78,030 (a)

WillScot Mobile Mini income before income tax $ 5,304 (a)

Mobile Mini income before income tax 37,875

6 unchanged sentences

Elimination of Mobile Mini interest expense 15,921 (f)

Elimination of loss on extinguishment of debt 19,682 (g)

Pro forma income before income tax 138,978

Income tax expense 9,737 23,244 (g)

Pro forma net (loss) income $ ( 1,162 ) $ 116,646

Income tax expense 22,300 (h)

Pro forma net income $ 116,678

(a) Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange.

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(c) Depreciation on rental equipment and property, plant and equipment were adjusted for the determination of the fair value of equipment acquired in the Mobile Mini Merger.

(d) Represents the differential in other depreciation and amortization expense related to the fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship valued at $ 209,000 with a 13 -year life.

(e) In connection with the Merger, the Company entered into a new ABL Facility and drew $ 1.47 billion at close with an estimated interest rate of 2.046 %, issued the 2025 Secured Notes at 6.125 %, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility.

2 unchanged sentences

(f) Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated.

See Note 9 for definition of terms.

(g) Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a US federal and state statutory tax rate of 25.5 %.

(g) Elimination of loss on extinguishment of debt in connection with the redemption premium on the 2022 Secured Notes and unamortized deferred financing costs on the 2022 Secured Notes and 2017 ABL Facility.

See Note 9 for definitions of terms.

(h) Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a US federal and state statutory tax rate of 25.5 %.

This rate may vary from the effective tax rates of the historical and combined businesses.

In addition, the three and six months ended June 30, 2020 included an adjustment of $ 2.7 million to eliminate the reversal of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger.

In addition, the three and nine months ended September 30, 2020 included adjustments of $ 54.1 million and $ 56.8 million, respectively, to eliminate the reversal of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger.

Other Acquisitions

On September 17, 2021, the Company acquired certain assets and liabilities of Equipe Container Services, Inc., Saf-T-Box, LP and American Mobile Leasing, LLC, which consisted primarily of approximately 11,000 storage units and 400 modular units, for $ 56.3 million in cash.

Based on a preliminary allocation, the accompanying financial statements include approximately $ 53.0 million and $ 3.0 million of rental equipment and land, respectively, as a result of these acquisitions.

The amount of revenue and earnings the acquirees included in the consolidated statements of operations for the three and nine-months ended September 30, 2021 is not material to the financial statements.

The pre-acquisition revenue and earnings for the acquirees as a percentage of the Company's 2020 Pro Forma results disclosed above and as a percentage of the Company's actual results for the year ended December 31, 2020 were not significant.

Transaction and Integration Costs

The Company recorded $ 1.6 million in transaction costs related to the Merger during the three months ended June 30, 2020, and $ 0.8 million and $ 11.0 million in transaction costs related to the Merger in the six months ended June 30, 2021 and 2020, respectively.

The Company also recorded $ 7.6 million and $ 15.0 million in integration costs related to the Merger within selling, general and administrative ("SG&A") expense during the three and six months ended June 30, 2021, respectively.

The Company recorded $ 0.3 million and $ 52.2 million in transaction costs related to the Merger and other acquisitions during the three months ended September 30, 2021 and 2020, respectively, and $ 1.1 million and $ 63.2 million in transaction costs related to the Merger and other acquisitions in the nine months ended September 30, 2021 and 2020, respectively.

The Company also recorded $ 8.2 million and $ 7.1 million in integration costs related to the Merger within selling, general and administrative ("SG&A") expense during the three months ended September 30, 2021 and 2020, respectively, and $ 23.2 million and $ 9.4 million during the nine months ended September 30, 2021 and 2020, respectively.

NOTE 3 - Revenue

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Geographic Areas

The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2020 as follows:

The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2020 as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2021 2020 2021 2020

9 unchanged sentences

In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance and ad hoc services and removal services at the end of lease transactions.

The Company’s revenue by major product and service line for the three and six months ended June 30, 2021 was as follows:

The Company’s revenue by major product and service line for the three and nine months ended September 30, 2021 was as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2021 2020 2021 2020

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Total revenues $ 490,552 $ 417,315 $ 1,376,977 $ 929,998

(a) Includes $ 7.8 million and $ 4.3 million of service revenue for the three months ended June 30, 2021 and 2020, respectively, and $ 14.0 million and $ 8.3 million of service revenue for the six months ended June 30, 2021 and 2020 , respectively.

(a) Includes $ 7.2 million and $ 5.6 million of service revenue for the three months ended September 30, 2021 and 2020, respectively, and $ 21.2 million and $ 13.9 million of service revenue for the nine months ended September 30, 2021 and 2020, respectively.

(b) Includes primarily damage billings, delinquent payment charges, and other processing fees.

Leasing and Services Revenue

The majority of r evenue ( 73 % for the three and six months ended June 30 2021 and 72 % for the three and six months ended June 30, 2020) is generated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC 842").

The remaining revenue for the three and six months ended June 30, 2021 and 2020 is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").

The majority of r evenue ( 73 % for the three and nine months ended September 30, 2021 and 71 % for the three and nine months ended September 30, 2020) is generated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC 842").

The remaining revenue for the three and nine months ended September 30, 2021 and 2020 is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").

Receivables, Contract Assets and Liabilities

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The Company manages credit risk associated with its accounts receivables at the customer level.

As the same customers generate the revenues that are accounted for under both

ASC 606 and ASC 842, the discussions below on credit risk and the Company's allowance for credit losses address its total revenues.

The Company's top five customers with the largest open receivables balances represente d 4.4 % of the total receivables balance as of June 30, 2021.

As of June 30, 2021 and December 31, 2020, the Company had approximately $ 74.7 million and $ 74.1 million, respectively, of deferred revenue that relates to removal services for lease transactions and advance billings for sale transactions, which are within the scope of ASC 606 and are included in deferred revenue and customer deposits in the condensed consolidated balance sheets.

During the three months ended June 30, 2021, $ 18.1 million of previously deferred revenue relating to removal services for lease transactions and advance billings for sale transactions was recognized as revenue.

As the same customers generate the revenues that are accounted for under both ASC 606 and ASC 842, the discussions below on credit risk and the Company's allowance for credit losses address its total revenues.

The Company's top five customers with the largest open receivables balances represente d 4.7 % of the total receivables balance as of September 30, 2021.

As of September 30, 2021 and December 31, 2020, the Company had approximately $ 78.8 million and $ 74.1 million, respectively, of deferred revenue that relates to removal services for lease transactions and advance billings for sale transactions, which are within the scope of ASC 606 and are included in deferred revenue and customer deposits in the condensed consolidated balance sheets.

During the three months ended September 30, 2021, $ 20.9 million of previously deferred revenue relating to removal services for lease transactions and advance billings for sale transactions was recognized as revenue.

The Company does not have material contract assets and it did not recognize any material impairments of contract assets.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2021 2020 2021 2020

5 unchanged sentences

NOTE 4 - Leases

As of June 30, 2021, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

As of September 30, 2021, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

(in thousands) Operating Finance

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Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets.

The Company’s lease activity during the six months ended June 30, 2021 and 2020 was as follows:

(in thousands) Six Months Ended June 30,

The Company’s lease activity during the nine months ended September 30, 2021 and 2020 was as follows:

(in thousands) Nine Months Ended September 30,

Financial Statement Line 2021 2020

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Lease impairment expense and other related charges relate to closed locations that are no longer used in operations as a result of consolidation activities within the Company.

During the six months ended June 30, 2021, the Company recorded $ 1.7 million in lease impairment expense and other related charges which is comprised of $ 0.2 million loss on lease exit and impairment charges and $ 1.5 million in closed location rent expense.

During the six months ended June 30, 2020, the Company recorded $ 3.1 million in lease impairment expense and other related charges which is comprised of $ 0.8 million loss on lease exit and $ 2.3 million in closed location rent expense.

Supplemental cash flow information related to leases for the six months ended June 30, 2021 and 2020 was as follows:

(in thousands) Six Months Ended June 30,

During the nine months ended September 30, 2021, the Company recorded $ 2.3 million in lease impairment expense and other related charges which is comprised of $ 0.3 million loss on lease exit and impairment charges and $ 2.0 million in closed location rent expense.

During the nine months ended September 30, 2020, the Company recorded $ 4.0 million in lease impairment expense and other related charges which is comprised of $ 0.7 million loss on lease exit and $ 3.3 million in closed location rent expense.

Supplemental cash flow information related to leases for the nine months ended September 30, 2021 and 2020 was as follows:

(in thousands) Nine Months Ended September 30,

Supplemental Cash Flow Information 2021 2020

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Operating cash outflows from operating leases $ 48,403 $ 35,065

Operating cash outflows from finance leases $ 1,669 $ 491

Financing cash outflows from finance leases $ 12,388 $ 3,434

1 unchanged sentence

Assets obtained in exchange for finance leases $ 19,947 $ 6,322

Weighted-average remaining operating lease terms and the weighted average discount rates as of June 30, 2021 and December 31, 2020 were as follows:

Lease Terms and Discount Rates June 30, 2021 December 31, 2020

Weighted-average remaining operating lease terms and the weighted average discount rates as of September 30, 2021 and December 31, 2020 were as follows:

Lease Terms and Discount Rates September 30, 2021 December 31, 2020

Weighted-average remaining lease term - operating leases 6.0 years 6.4 years

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(in thousands)

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Raw materials $ 24,472 $ 19,560

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(in thousands)

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Modular space units $ 2,901,998 $ 2,796,284

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Rental equipment, net $ 2,968,895 $ 2,931,646

During the third quarter of 2021, certain of the Company’s rental equipment in Louisiana was adversely impacted by Hurricane Ida.

The Company maintains insurance on its rental equipment, generally in the form of replacement cost policies.

Such policies are subject to varying deductibles and other conditions.

Based on management’s preliminary estimates of potential losses net of insurance recoveries, the impact to our financial statements in Q3 is immaterial.

NOTE 7 - Goodwill

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Effects of movements in foreign exchange rates 113 ( 311 ) ( 910 ) 18 ( 1,090 )

Balance at June 30, 2021 $ 521,670 $ 492,570 $ 66,408 $ 100,089 $ 1,180,737

The Company had no goodwill impairment during the six months ended June 30, 2021 or the year ended December 31, 2020.

Balance at September 30, 2021 $ 520,941 $ 492,552 $ 64,690 $ 100,107 $ 1,178,290

The Company had no goodwill impairment during the nine months ended September 30, 2021 or the year ended December 31, 2020.

Changes to Mobile Mini purchase accounting are largely the result of the finalization of the assignment of goodwill to the reporting units during the measurement period.

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Intangible assets other than goodwill at the respective balance sheet dates consisted of the following:

June 30, 2021

September 30, 2021

(in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value

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Total intangible assets other than goodwill $ 510,500 $ ( 14,553 ) $ 495,947

Amortization expense related to intangible assets was $ 6.8 million and $ 0.3 million for the three months ended June 30, 2021 and 2020, respectively, and $ 13.8 million and $ 0.5 million for the six months ended June 30, 2021 and 2020, respectively.

Amortization expense related to intangible assets was $ 6.8 million and $ 5.4 million for the three months ended September 30, 2021 and 2020, respectively, and $ 20.6 million and $ 5.9 million for the nine months ended September 30, 2021 and 2020, respectively.

As discussed in Note 2, the Company acquired Mobile Mini on July 1, 2020.

The Company recorded $ 164.0 million to indefinite-lived intangible assets and $ 210.5 million of intangibles subject to amortization related to Mobile Mini customer relationships and technology.

Based on the carrying value at June 30, 2021, future amortization of intangible assets is expected to be as follows for the years ended December 31:

The Company recorded $ 164.0 million to indefinite-lived intangible assets related to the Mobile Mini trade name and $ 210.5 million of intangibles subject to amortization related to Mobile Mini customer relationships and technology.

Based on the carrying value at September 30, 2021, future amortization of intangible assets is expected to be as follows for the years ended December 31:

(in thousands)

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The carrying value of debt outstanding at the respective balance sheet dates consisted of the following:

(in thousands, except rates) Interest rate Year of maturity June 30, 2021 December 31, 2020

(in thousands, except rates) Interest rate Year of maturity September 30, 2021 December 31, 2020

2025 Secured Notes 6.125 % 2025 $ 517,581 $ 637,068

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Total long-term debt $ 2,598,300 $ 2,453,809

(a) As of both June 30, 2021 and December 31, 2020, the Company had no outstanding principal borrowings on the Multicurrency Facility and $ 7.2 million and $ 7.9 million, respectively, of related debt issuance costs.

(a) As of both September 30, 2021 and December 31, 2020, the Company had no outstanding principal borrowings on the Multicurrency Facility and $ 6.6 million and $ 7.9 million, respectively, of related debt issuance costs.

No related debt issuance costs were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $ 6.6 million and $ 7.9 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheets.

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The 2020 ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of 0.225 % per annum .

At June 30, 2021 , t he weighted average interest rate for borrowings under the 2020 ABL Faci lity was 1.96 %.

T he weighted average interest rate on the balance outstanding as of June 30, 2021, as adjusted for the effects of the interest rate swap agreements, was 2.77 %.

At September 30, 2021 , t he weighted average interest rate for borrowings under the 2020 ABL Faci lity was 1.97 %.

T he weighted average interest rate on the balance outstanding as of September 30, 2021, as adjusted for the effects of the interest rate swap agreements, was 2.73 %.

Refer to Note 16 for a more detailed discussion on interest rate management.

Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate Revolver Commitments and (ii) the Line Cap.

At June 30, 2021, the Line Cap was $ 2.4 billion and the Borrowers had $ 917.4 million of available borrowing capacity under the 2020 ABL Facility, including $ 517.4 million under the US Facility and $ 400.0 million under the Multicurrency Facility.

Borrowing capacity under the 2020 ABL Facility is made available for up to $ 205.9 million of letters of credit and up to $ 170.0 million of swingline loans.

At June 30, 2021, letters of credit and bank guarantees carried fees of 2.00 %.

The Company had issued $ 14.1 million of standby letters of credit under the 2020 ABL Facility at June 30, 2021.

The Company had $ 1.5 billion outstanding principal under the 2020 ABL Facility at June 30, 2021.

Debt issuance costs of $ 36.2 million were included in the carrying value of the 2020 ABL Facility at June 30, 2021.

At September 30, 2021, the Line Cap was $ 2.4 billion and the Borrowers had $ 831.6 million of available borrowing capacity under the 2020 ABL Facility, including $ 431.6 million under the US Facility and $ 400.0 million under the Multicurrency Facility.

At September 30, 2021, borrowing capacity under the 2020 ABL Facility allowed for up to $ 207.1 million of letters of credit and up to $ 170.0 million of swingline loans.

At September 30, 2021, letters of credit and bank guarantees carried fees of 2.00 %.

The Company had issued $ 12.9 million of standby letters of credit under the 2020 ABL Facility at September 30, 2021.

The Company had $ 1.6 billion outstanding principal under the 2020 ABL Facility at September 30, 2021.

Debt issuance costs of $ 34.0 million were included in the carrying value of the 2020 ABL Facility at September 30, 2021.

2022 Senior Secured Notes

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Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020.

Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $ 9.5 million as of June 30, 2021.

Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $ 8.9 million as of September 30, 2021.

2028 Senior Secured Notes

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Interest is payable semi-annually on August 15 and February 15 of each year, beginning February 15, 2021.

Unamortized deferred financing cost pertaining to the 2028 Secured Notes were $ 8.0 million as of June 30, 2021.

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of June 30, 2021 and December 31, 2020.

Unamortized deferred financing cost pertaining to the 2028 Secured Notes were $ 7.7 million as of September 30, 2021.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment.

At June 30, 2021 and December 31, 2020, obligations under finance leases for certain real property and transportation related equipment were $ 81.5 million and $ 77.9 million, respectively.

At September 30, 2021 and December 31, 2020, obligations under finance leases for certain real property and transportation related equipment were $ 85.6 million and $ 77.9 million, respectively.

Refer to Note 4 for further information.

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of September 30, 2021 and December 31, 2020.

NOTE 10 – Equity

4 unchanged sentences

Sapphire Holdings received 10,641,182 shares of Common Stock of WillScot in the Sapphire Exchange.

Prior to the Sapphire Exchange, Sapphire Holdings' ownership of Holdings was recorded as a non-controlling interest in the condensed consolidated financial statements.

Prior to the Sapphire Exchange, Sapphire Holdings' ownership of Holdings was recorded as a non-controlling interest in the consolidated financial statements.

Subsequent to the Sapphire Exchange, the Company's subsidiaries are each wholly owned and there is no non-controlling interest.

1 unchanged sentence

In connection with the Merger on July 1, 2020, the Company issued 106,426,722 shares of Class A Common Stock in exchange for Mobile Mini Common Stock outstanding and subsequently filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of the Class A Common Stock and converted such shares into shares of Common Stock, par value $ 0.0001 per share, of WillScot Mobile Mini.

In connection with the stock compensation vesting events and stock option exercises described in Note 15, and the warrant exercises described below, the Company issued 4,687,881 shares of Common Stock during the six months ended June 30, 2021.

In connection with the stock compensation vesting events and stock option exercises described in Note 15, and the warrant exercises described below, the Company issued 5,273,466 shares of Common Stock during the nine months ended September 30, 2021.

Stock Repurchase Program

5 unchanged sentences

The program is expected to be implemented over the course of several years and is conducted subject to the covenants in the agreements governing the Company's indebtedness.

During the six months ended June 30, 2021, the Company repurchased 7,901,657 shares of Common Stock and stock equivalents for $ 216.3 million.

As of June 30, 2021, $ 249.2 million of the approved repurchase pool remained available.

During the nine months ended September 30, 2021, the Company repurchased 11,656,552 shares of Common Stock and stock equivalents for $ 322.6 million.

As of September 30, 2021, $ 142.2 million of the approved repurchase pool remained available.

In October of 2021, the Company's Board of Directors replaced the existing share repurchase program with a new share repurchase program that authorizes the Company to repurchase up to $ 1.0 billion of its outstanding shares of Common Stock and equivalents.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2021 and 2020 were as follows:

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the nine months ended September 30, 2021 and 2020 were as follows:

(in thousands) Foreign currency translation Unrealized losses on hedging activities Total

6 unchanged sentences

Balance at June 30, 2021 ( 16,567 ) ( 8,190 ) ( 24,757 )

Other comprehensive loss before reclassifications ( 11,162 ) ( 830 ) ( 11,992 )

Reclassifications from AOCI to income — 3,036 3,036

Balance at September 30, 2021 $ ( 27,729 ) $ ( 5,984 ) $ ( 33,713 )

(in thousands) Foreign currency translation Unrealized losses on hedging activities Total

6 unchanged sentences

Reclassifications from AOCI to income — 2,617 2,617

Less other comprehensive loss (income) attributable to non-controlling interest ( 730 ) ( 88 ) ( 818 )

Less other comprehensive income attributable to non-controlling interest ( 730 ) ( 88 ) ( 818 )

Impact of elimination of non-controlling interest on accumulated other comprehensive income ( 1,299 ) ( 1,673 ) ( 2,972 )

Balance at June 30, 2020 ( 66,260 ) ( 18,547 ) ( 84,807 )

For the six months ended June 30, 2021 and 2020 , $ 5.9 million an d $ 4.2 million , respectively, was reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 16.

T he Company recorded a tax expense of $ 0.7 million and $ 0 for the three months ended June 30, 2021 and 2020, respectively, and $ 1.3 million and $ 0 for the six months ended June 30, 2021 and 2020, respectively, associated with this reclassification.

Other comprehensive income prior to reclassifications 14,619 947 15,566

Reclassifications from AOCI to income — 2,958 2,958

Balance at September 30, 2020 $ ( 51,641 ) $ ( 14,642 ) $ ( 66,283 )

For the nine months ended September 30, 2021 and 2020 , $ 9.0 million an d $ 7.1 million , respectively, was reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 16.

T he Company recorded a tax expense of $ 0.7 million and $ 2.0 million for the three and nine months ended September 30, 2021, respectively, and an income tax benefit of $ 1.2 million for the three and nine months ended September 30, 2020 associated with this reclassification.

NOTE 11 – Warrants

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WillScot was incorporated under the name Double Eagle Acquisition Corporation ("DEAC") on June 26, 2015.

On November 29, 2017, DEAC acquired Williams Scotsman International, Inc.

(“WSII”) from Algeco Scotsman Global S.à.r.l., which is majority owned by an investment fund managed by TDR Capital, and DEAC domesticated to Delaware and changed its name to WillScot Corporation.

On November 29, 2017, DEAC acquired WSII from Algeco Scotsman Global S.à.r.l., which is majority owned by an investment fund managed by TDR Capital, and DEAC domesticated to Delaware and changed its name to WillScot Corporation.

As part of its initial public offering, DEAC issued warrants (the “2015 Public Warrants”).

13 unchanged sentences

In addition, during the six months ended June 30, 2021, 9,655,000 warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock.

As a result of these transactions, no 2015 private warrants were outstanding as of June 30, 2021.

As a result of these transactions, no 2015 private warrants remain outstanding.

2018 Warrants

2 unchanged sentences

The 2018 Warrants expire on November 29, 2022.

During the six months ended June 30, 2021, 218,135 of these 2018 Warrants were repurchased for $ 2.2 million and cancelled.

In addition, during the six months ended June 30, 2021, 2,346,195 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 1,091,066 shares of common stock.

At June 30, 2021, 7,165,911 2018 Warrants were outstanding.

During the nine months ended September 30, 2021, 223,310 of these 2018 Warrants were repurchased for $ 2.3 million and cancelled.

In addition, during the nine months ended September 30, 2021, 2,981,195 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 1,372,548 shares of common stock.

At September 30, 2021, 6,525,736 2018 Warrants were outstanding.

The Company accounted for its warrants in the following ways:

3 unchanged sentences

(in thousands)

June 30, 2021 December 31, 2020

2015 Private Warrants $ — $ 77,404

September 30, 2021 December 31, 2020

2015 Private Warrants N/A $ 77,404

NOTE 12 – Income Taxes

The Company recorded $ 18.8 million and $ 29.3 million of income tax expense for the three and six months ended June 30, 2021, respectively and $( 0.3 ) million and $ 0.5 million of income tax (benefit) expense for the three and six months ended June 30, 2020, respectively.

The Company’s effective tax rate for the three and six months ended June 30, 2021 was 48.0 % and 54.2 %, respectively.

The Company's effective tax rate for the three and six months ended June 30, 2020 was 2.0 % and 0.6 %, respectively.

The effective tax rate for the three and six months ended June 30, 2021 differs from the US federal statutory rate of 21% primarily due to the permanent add-backs related to the mark to market accounting on the Company’s warrants and the impact of the UK statutory rate increase.

The effective tax rate for the three and six months ended June 30, 2020 is different form the US statutory rate of 21% primarily as a result of a benefit from the reversal of the Company's valuation allowance due to pre-tax income offset by a net increase in expense for certain discrete items recorded in the respective quarters.

The Company recorded $ 6.6 million and $ 36.0 million of income tax expense for the three and nine months ended September 30, 2021, respectively, and $ 66.7 million and $ 66.2 million of income tax benefit for the three and nine months ended September 30, 2020, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2021 was 9.8 % and 29.5 %, respectively.

The Company's effective tax rate for the three and nine months ended September 30, 2020 was 91.7 % and ( 1,247.5 )%, respectively.

The effective tax rate for the three months ended September 30, 2021 differs from the US federal statutory rate of 21% primarily due to the reversal of approximately $ 12.8 million in reserves for uncertain tax positions (“UTP”) due to the expiration of relevant statutes of limitation.

The effective tax rate for the nine months ended September 30, 2021 differs from the US federal statutory rate of 21% primarily due to the permanent add-backs related to fair value accounting on the Company’s warrants and executive compensation with an offset related to the discrete tax benefit from the reversal of reserves for UTP.

The effective tax rate for the three months ended September 30, 2020 is different from the US statutory rate of 21% primarily as a result of a pre-tax loss approximately equal to the discrete tax benefit from the reversal of the Company’s valuation allowance on net operating losses prior to the merger with Mobile Mini and the reversal of reserves for UTP due to the expiration of statutes of limitations.

The effective tax rate for the nine months ended September 30, 2020 is different from the US statutory rate of 21% primarily as a result of discrete benefits from the reversal of valuation allowances and reserves for UTP.

NOTE 13 - Fair Value Measures

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The Company has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their carrying amounts.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at June 30, 2021 approximate their respective book values.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at September 30, 2021 approximate their respective book values.

Prior to their redemption, the Company’s 2015 Public Warrants traded in active markets.

2 unchanged sentences

The following table shows the carrying amounts and fair values of financial liabilities which are disclosed, but not measured, at fair value, including their levels in the fair value hierarchy:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Carrying Amount

5 unchanged sentences

Total $ 2,531,352 $ — $ 2,633,309 $ — $ 2,392,456 $ — $ 2,518,308 $ —

As of June 30, 2021, the carrying values of the ABL Facilities, the 2025 Secured Notes, and the 2028 Secured Notes include $ 36.2 million, $ 9.5 million, and $ 8.0 million, respectively, of unamortized debt issuance costs, which are presented as a direct reduction of the corresponding liability.

As of September 30, 2021, the carrying values of the ABL Facilities, the 2025 Secured Notes, and the 2028 Secured Notes include $ 34.0 million, $ 8.9 million, and $ 7.7 million, respectively, of unamortized debt issuance costs, which are presented as a direct reduction of the corresponding liability.

As of December 31, 2020, the carrying value of the ABL Facilities, the 2025 Secured Notes, and the 2028 Secured Notes includes $ 40.8 million, $ 12.9 million, and $ 8.4 million, respectively, of unamortized debt issuance costs, which are presented as a direct reduction of the corresponding liability.

1 unchanged sentence

The fair value of the 2025 Secured Notes and the 2028 Secured Notes is based on their last trading price at the end of each period obtained from a third party.

The classification and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheet are disclosed in Note 16.

The classification and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheets are disclosed in Note 16.

The following table shows the carrying amounts and fair values of financial liabilities which are measured at fair value:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Carrying Amount

1 unchanged sentence

(in thousands)

2015 Private warrants $ — $ — $ — $ — $ 77,404 $ — $ — $ 77,404

2015 Private warrants N/A N/A N/A N/A $ 77,404 $ — $ — $ 77,404

Total $ — $ — $ — $ — $ 77,404 $ — $ — $ 77,404

2 unchanged sentences

The estimated fair value of the common stock warrant liability was determined using Level 3 inputs.

Inherent in the pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

Inherent in the pricing model were assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimated the volatility of its ordinary shares based on historical volatility that matched the expected remaining life of the warrants.

4 unchanged sentences

The 2018 Warrants were reclassified to equity at June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled.

As such, they were not recorded at fair value at June 30, 2020.

T he following table provides quantitative information regarding Level 3 fair value measurements:

The following table provides quantitative information regarding Level 3 fair value measurements:

December 31, 2020

7 unchanged sentences

Fair value of warrants $ 12.17

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended June 30, 2021 and June 30, 2020:

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended September 30, 2020:

(in thousands) 2015 Private Warrants

Balance - March 31, 2021 $ 99,781

Exercise or conversion ( 78,495 )

Measurement adjustment ( 1,571 )

Repurchases ( 19,715 )

Balance - June 30, 2020 $ 34,421

(in thousands) 2015 Private Warrants 2018 Warrants

Balance - March 31, 2020 $ 20,196 $ 13,853

Exercise or conversion — ( 374 )

Measurement adjustment 22,303

Reclassification to equity at June 30, 2020 — ( 26,216 )

Balance - June 30, 2020 $ 34,421 $ —

The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2021 and June 30, 2020.

Balance - September 30, 2020 $ 56,724

The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021 and September 30, 2020.

(in thousands) 2015 Private Warrants

3 unchanged sentences

Repurchases ( 24,395 )

Balance - June 30, 2021 $ —

Balance - September 30, 2021 $ —

(in thousands) 2015 Private Warrants 2018 Warrants

3 unchanged sentences

Reclassification to equity at June 30, 2020 — ( 26,216 )

Balance - June 30, 2020 $ 34,421 $ —

Balance - September 30, 2020 $ 56,724 $ —

NOTE 14 - Restructuring

3 unchanged sentences

Costs related to the integration of acquired businesses that do not meet the definition of restructuring under ASC 420, such as employee training costs, duplicate facility costs and professional services expenses, are included within SG&A expense.

The following is a summary of the activity in the Company’s restructuring accruals for the three and six months ended June 30, 2021 and 2020:

Three Months Ended June 30,

(in thousands)

Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total

Beginning balance $ 3,318 $ — $ 3,318 $ 168 $ — $ 168

Charges 6,960 — 6,960 743 6 749

Cash payments ( 1,567 ) — ( 1,567 ) ( 388 ) — ( 388 )

Foreign currency translation — — — 1 — 1

Non-cash movements ( 4,331 ) — ( 4,331 ) — ( 5 ) ( 5 )

Ending balance $ 4,380 $ — $ 4,380 $ 524 $ 1 $ 525

Six Months Ended June 30,

The following is a summary of the activity in the Company’s restructuring accruals for the three and nine months ended September 30, 2021 and 2020, which primarily relate to employee costs:

Three Months Ended Nine Months Ended

September 30, September 30,

(in thousands)

Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total

2021 2020 2021 2020

Beginning balance $ 4,380 $ 525 $ 1,750 $ 447

4 unchanged sentences

Ending balance $ 949 $ 2,082 $ 949 $ 2,082

The restructuring charges during the three and six months ended June 30, 2021 are primarily driven by employee termination costs as a result of the elimination of positions due to the Merger.

The restructuring charges during the three and six months ended June 30, 2020 primarily relate to employee termination costs due to reductions in force in response to the COVID-19 pandemic.

The restructuring non-cash movements during the three and six months ended June 30, 2021 primarily represent stock compensation costs recognized as a result of the modification of certain equity awards associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer.

The restructuring charges during the three and nine months ended September 30, 2021 are driven by employee termination costs as a result of the elimination of positions due to the Merger.

The restructuring charges during the three months ended September 30, 2020 are primarily driven by termination costs as a result of the Merger, and restructuring charges for the nine months ended September 30, 2020 are primarily driven by employee termination costs due to reductions in force in response to the COVID-19 pandemic and termination costs as a result of the Merger.

The restructuring non-cash movements during the three and nine months ended September 30, 2021 primarily represent stock compensation costs recognized as a result of the modification of certain equity awards associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer.

Segments ( as defined in Note 18 )

The $ 7.0 million of restructuring charges for the three months ended June 30, 2021 includes $ 0.5 million of charges related to the NA Modular segment, $ 2.1 million of charges related to the NA Storage segment, and $ 4.4 million of unallocated charges.

The $ 10.1 million of restructuring charges for the six months ended June 30, 2021 includes $ 1.5 million of charges related to the NA Modular segment, $ 2.8 million of charges related to the NA Storage segment, and $ 5.8 million of unallocated charges.

Restructuring charges for the three and six months ended 2020 pertain to the NA Modular segment.

The $ 1.9 million of restructuring charges for the three months ended September 30, 2021 includes $ 0.1 million of charges related to the NA Modular segment, $ 0.4 million of charges related to the NA Storage segment, and $ 1.4 million of unallocated charges.

The $ 3.9 million of restructuring charges for the three months ended September 30, 2020 includes $ 0.3 million of charges related to the NA Modular segment, $ 3.3 million of charges related to the NA Storage segment and $ 0.3 million of charges related to the UK Storage segment.

The $ 12.0 million of restructuring charges for the nine months ended September 30, 2021 includes $ 1.6 million of charges related to the NA Modular segment, $ 3.2 million of charges related to the NA Storage segment, and $ 7.2 million of unallocated charges.

The $ 4.5 million of restructuring charges for the nine months ended September 30, 2020 includes $ 0.9 million of charges pertaining to the NA Modular segment, $ 3.3 million of charges related to the NA Storage segment and $ 0.3 million of charges related to the UK Storage segment.

NOTE 15 - Stock-Based Compensation

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Restricted Stock Awards

The following table summarizes the Company's RSA activity as of June 30 ,:

The following table summarizes the Company's RSA activity as of September 30 ,:

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

3 unchanged sentences

Vested ( 57,448 ) 11.75 ( 61,266 ) 14.28

Balance June 30, 40,442 $ 29.30 65,959 $ 11.75

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.1 million and $ 0.3 million for the three months ended June 30, 2021 and 2020, respectively.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.3 million and $ 0.5 million for the six months ended June 30, 2021 and 2020, respectively.

At June 30, 2021, there was $ 1.1 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 1.0 years.

Balance September 30, 36,176 $ 29.30 57,448 $ 11.75

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.3 million for each of the three months ended September 30, 2021 and 2020.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.6 million and $ 0.7 million for the nine months ended

September 30, 2021 and 2020, respectively.

At September 30, 2021, there was $ 0.7 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 0.7 years.

Time-Based RSUs

The following table summarizes the Company's Time-Based RSU activity as of June 30 ,:

The following table summarizes the Company's Time-Based RSU activity as of September 30 ,:

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

3 unchanged sentences

Vested ( 467,055 ) 14.14 ( 323,678 ) 12.93

Balance June 30, 1,318,526 $ 17.57 900,541 $ 13.49

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.4 million and $ 1.2 million for the three months ended June 30, 2021 and 2020, respectively.

Compensation expense for RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 4.3 million and $ 2.2 million for the six months ended June 30, 2021 and 2020, respectively.

At June 30, 2021, unrecognized compensation cost related to Time-Based RSUs totaled $ 17.4 million and is expected to be recognized over the remaining weighted average vesting period of 2.6 years.

Included in restructuring costs for the three and six months ended June 30, 2021 was expense of approximately $ 3.5 million and $ 4.8 million, respectively, recognized as a result of the modification of certain RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer.

Balance September 30, 1,009,295 $ 18.59 1,351,763 $ 13.48

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 3.2 million and $ 1.6 million for the three months ended September 30, 2021 and 2020, respectively.

Compensation expense for RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 7.5 million and $ 3.9 million for the nine months ended September 30, 2021 and 2020, respectively.

At September 30, 2021, unrecognized compensation cost related to Time-Based RSUs totaled $ 13.5 million and is expected to be recognized over the remaining weighted average vesting period of 2.3 years.

Included in restructuring costs for the three and nine months ended September 30, 2021 was expense of approximately $ 1.1 million and $ 5.9 million, respectively, recognized as a result of the modification of certain RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer.

Performance-Based RSUs

The following table summarizes the Company's Performance-Based RSU award activity as of June 30 ,:

The following table summarizes the Company's Performance-Based RSU award activity as of September 30 ,:

Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value

2 unchanged sentences

Forfeited ( 20,077 ) 25.87 ( 12,700 ) 14.70

Balance June 30, 971,292 $ 24.56 478,504 $ 14.71

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.0 million and $ 0.6 million for the three months ended June 30, 2021 and 2020, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 3.1 million and $ 0.9 million for the six months ended June 30, 2021 and 2020, respectively.

At June 30, 2021, unrecognized compensation cost related to Performance-Based RSUs totaled $ 16.3 million and is expected to be recognized over the remaining vesting period of 1.9 years.

Included in restructuring costs for the three and six months ended June 30, 2021 was expense of approximate ly $ 0.8 million and $ 1.0 million, respectively, recognized as a result of the modification of certain Performance-Based RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer.

Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in an index at the grant date over the performance period of three years.

For 2021 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 Index.

Balance September 30, 1,550,956 $ 26.29 600,837 $ 14.88

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.7 million and $ 0.8 million for the three months ended September 30, 2021 and 2020, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 5.8 million and $ 1.7 million for the nine months ended September 30, 2021 and 2020, respectively.

At September 30, 2021, unrecognized compensation cost related to Performance-Based RSUs totaled $ 30.3 million and is expected to be recognized over the remaining vesting period of 2.7 years.

Included in restructuring costs for the three and nine months ended September 30, 2021 was expense of approximate ly $ 0.3 million and $ 1.3 million, respectively, recognized as a result of the modification of certain Performance-Based RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer.

Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in an index at the grant date over the performance period of three years.

For certain 2021 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 Index.

The target number of RSUs may be adjusted from 0 % to 200 % based on the TSR attainment levels defined by the Company's Compensation Committee.

2 unchanged sentences

The target number of RSUs may be adjusted from 0 % to 150 % based on the TSR attainment levels defined by the Company's Compensation Committee.

The 100 % target payout is tied to performance at the 50 % percentile, with a payout curve ranging from 0 % (for performance less than the 25 % percentile) to 150 % (for performance at or above the 75 % percentile).

The 100 % target payout is tied to performance at the

50 % percentile, with a payout curve ranging from 0 % (for performance less than the 25 % percentile) to 150 % (for performance at or above the 75 % percentile).

For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 to 4.8 years.

The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee.

The 555,790 RSU target payout is tied to a stock price of $ 47.50 , with a payout ranging from 0 RSUs (for a stock price less than $ 42.50 ) to 1,333,334 RSUs (for a stock price of $ 60.00 or greater).

Stock Options

The following table summarizes the Company's stock option activity as of June 30, 2021 :

The following table summarizes the Company's stock option activity as of September 30, 2021 :

WillScot Options Weighted-Average Exercise Price per Share Converted

3 unchanged sentences

Exercised — — ( 484,986 ) 15.26

Balance June 30, 2021 534,188 $ 13.60 1,652,083 $ 14.57

Fully vested and exercisable options, June 30, 2021 400,641 $ 13.60 1,652,083 $ 14.57

The following table summarizes the Company's stock option activity as of June 30, 2020 :

WillScot Options Weighted-Average Exercise Price per Share

Balance September 30, 2021 534,188 $ 13.60 1,540,229 $ 14.65

Fully vested and exercisable options, September 30, 2021 400,641 $ 13.60 1,540,229 $ 14.65

The following table summarizes the Company's stock option activity as of September 30, 2020 :

WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share

Balance, December 31, 2019 534,188 $ 13.60 — $ —

Balance, June 30, 2020 534,188 $ 13.60

Fully vested and exercisable options, December 31, 2019 133,547 $ 13.60

Vested 133,547 13.60

Fully vested and exercisable options, June 30, 2020 267,094 $ 13.60

Converted at Merger — — 7,361,516 13.52

Exercised — — ( 259,708 ) 11.99

Balance at September 30, 2020 534,188 $ 13.60 7,101,808 $ 13.58

Fully vested and exercisable options, September 30, 2020 267,094 $ 13.60 7,101,808 $ 13.58

WillScot Options

Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $ 0.2 million for each of the three months ended June 30, 2021 and 2020.

Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $ 0.4 million for each of the six months ended June 30, 2021 and 2020.

At June 30, 2021, unrecognized compensation cost related to stock option awards totaled $ 0.5 million and is expected to be recognized over the remaining vesting period of 0.7 years.

Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $ 0.2 million for each of the three months ended September 30, 2021 and 2020.

Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $ 0.6 million for each of the nine months ended September 30, 2021 and 2020.

At September 30, 2021, unrecognized compensation cost related to stock option awards totaled $ 0.3 million and is expected to be recognized over the remaining vesting period of 0.5 years.

NOTE 16 - Derivatives

2 unchanged sentences

Under the terms of the Swap Agreement, the Company receives a floating rate equal to one-month LIBOR and makes payments based on a fixed rate of 3.06 % on the notional amount.

The receive rate under the terms of the Swap Agreement was 0.07 % and 0.15 % at June 30, 2021 and December 31, 2020, respectively.

The receive rate under the terms of the Swap Agreement was 0.08 % and 0.15 % at September 30, 2021 and December 31, 2020, respectively.

The Swap Agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.

The location and the fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows:

(in thousands) Balance Sheet Account June 30, 2021 December 31, 2020

(in thousands) Balance Sheet Account September 30, 2021 December 31, 2020

Cash Flow Hedges:

1 unchanged sentence

Interest rate swap Other non-current liabilities $ — $ 5,308

The fair value of the interest rate swap is based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflects the amount that the Company would receive or pay as of June 30, 2021 and December 31, 2020, respectively, for contracts involving the same attributes and maturity dates.

The following table discloses the impact of the interest rate swap, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statements of operations for the six months ended June 30,:

The fair value of the interest rate swap is based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflects the amount that the Company would receive or pay as of September 30, 2021 and December 31, 2020, respectively, for contracts involving the same attributes and maturity dates.

(in thousands) 2021 2020

5 unchanged sentences

The Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required.

As of June 30, 2021, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows.

As of September 30, 2021, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows.

However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

12 unchanged sentences

Reportable Segments

The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three and six months ended June 30, 2021 and 2020, respectively.

Consistent with the financial statements, the segment results do not include Mobile Mini's operations for the three and six months ended June 30, 2020.

The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three and nine months ended September 30, 2021 and 2020, respectively.

Consistent with the financial statements, the segment results do not include Mobile Mini's operations prior to July 1, 2020.

Please refer to the Management Discussion & Analysis of Financial Condition and Results of Operations included in this document, for pro forma results inclusive of Mobile Mini's financial results for periods prior to the Merger date.

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

(in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total

19 unchanged sentences

Adjusted EBITDA $ 106,825 $ 59,123 $ 13,255 $ 10,946 $ — $ 190,149

Selling, general and administrative expense $ 63,406 $ 33,672 $ 6,926 $ 6,203 $ 12,180 $ 122,387

Selling, general and administrative expense (a) $ 66,529 $ 38,740 $ 6,680 $ 6,955 $ 14,823 $ 133,727

Purchases of rental equipment and refurbishments $ 31,789 $ 11,920 $ 11,649 $ 5,016 $ — $ 60,374

Three Months Ended June 30, 2020

(a) Includes both SG&A expense and Transaction costs from the condensed consolidated statement of operations.

Three Months Ended September 30, 2020

(in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total

19 unchanged sentences

(a) Includes both SG&A expense and Transaction costs from the condensed consolidated statement of operations.

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

(in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total

22 unchanged sentences

(a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations.

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

(in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total

19 unchanged sentences

(a) Includes both SG&A expense and Transaction costs from the condensed consolidated statement of operations.

The following tables present a reconciliation of the Company’s income (loss) from operations to Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020, respectively:

Three Months Ended June 30, Six Months Ended June 30,

The following tables present a reconciliation of the Company’s income (loss) from operations to Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020, respectively:

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2021 2020 2021 2020

2 unchanged sentences

Loss on extinguishment of debt — 42,401 5,999 42,401

Fair value loss (gain) on common stock warrant liabilities — 22,303 26,597 ( 46,063 )

Interest expense 29,201 33,034 88,377 89,810

Depreciation and amortization 75,276 71,704 233,813 169,103

Fair value loss (gain) on common stock warrant liabilities ( 610 ) 26,963 26,597 ( 68,366 )

Currency losses (gains), net 127 ( 371 ) 196 147

5 unchanged sentences

Adjusted EBITDA $ 190,149 $ 163,559 $ 529,229 $ 350,623

Included in restructuring costs for the three and six months ended June 30, 2021 was expense of approximately $ 4.3 million and $ 5.8 million, respectively, recognized as a result of the modification of certain equity awards associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer.

For the six months ended June 30, 2021, stock-based compensation expense reported in the Statement of Cash Flows included these charges.

Included in restructuring costs for the three and nine months ended September 30, 2021 was expense of approximately $ 1.4 million and $ 7.2 million, respectively, recognized as a result of the modification of certain equity awards associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer.

For the nine months ended September 30, 2021, stock-based compensation expense reported in the Statement of Cash Flows included these charges.

NOTE 19 - Earnings (Loss) Per Share

7 unchanged sentences

The following table reconciles net income attributable to WillScot Mobile Mini common shareholders and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation:

Three Months Ended Six Months Ended

June 30 June 30

Three Months Ended Nine Months Ended

September 30 September 30

(in thousands) 2021 2020 2021 2020

Net income attributable to common shareholders - basic $ 20,371 $ ( 15,473 ) $ 24,818 $ 76,312

Fair value (gain) loss on common stock warrant liabilities ( 610 ) — — ( 70,021 )

Net income (loss) attributable to common shareholders - basic $ 61,103 $ ( 6,051 ) $ 85,921 $ 70,261

Fair value gain on common stock warrant liabilities — — — ( 47,718 )

Net income (loss) attributable to common shareholders - dilutive $ 61,103 $ ( 6,051 ) $ 85,921 $ 22,543

8 unchanged sentences

The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive:

Three Months Ended Six Months Ended

June 30 June 30

Three Months Ended Nine Months Ended

September 30 September 30

(in thousands) 2021 2020 2021 2020

5 unchanged sentences

NOTE 20 - Related Parties

Related party balances included in the Company’s condensed consolidated balance sheets at June 30, 2021 and December 31, 2020, consisted of the following:

(in thousands) Financial Statement Line Item June 30, 2021 December 31, 2020

Related party balances included in the Company’s condensed consolidated balance sheets at September 30, 2021 and December 31, 2020, consisted of the following:

(in thousands) Financial Statement Line Item September 30, 2021 December 31, 2020

Receivables due from affiliates Trade receivables, net of allowances for credit losses $ 433 $ 30

1 unchanged sentence

Total related party liabilities, net $ 41 $ ( 431 )

Related party transactions included in the Company’s condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, respectively, consisted of the following:

Related party transactions included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, respectively, consisted of the following:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) Financial Statement Line Item 2021 2020 2021 2020

9 unchanged sentences

On June 29, 2021, the Company repurchased from Sapphire Holdings and cancelled an additional 3,900,000 shares of its Common Stock.

Following the reduction in Sapphire Holdings’ beneficial ownership of Common Stock resulting from the foregoing repurchases and the underwritten secondary offering by Sapphire Holdings of 16,100,000 shares of Common Stock on June 25, 2021, Gary Lindsay resigned his position as a member of the WillScot Mobile Mini board of directors pursuant to the terms of the shareholders agreement dated as of July 1, 2020 between Sapphire Holdings, TDR Capital II Holdings L.P., TDR Capital, L.L.P.

Following the reduction in Sapphire Holdings’ beneficial ownership of Common Stock resulting from the foregoing repurchases and the underwritten secondary offering by Sapphire Holdings of 16,100,000 shares of Common Stock on June 25, 2021, Gary Lindsay resigned his position as a member of the WillScot Mobile Mini board of directors pursuant to the terms of the shareholders agreement dated July 1, 2020 between Sapphire Holdings, TDR Capital II Holdings L.P., TDR Capital, L.L.P.

and WillScot Mobile Mini.

As of June 30, 2021, Sapphire Holdings owns approximately 10.3 % of the Company's Common Stock.

The Company purchased rental equipment from related party affiliates of $ 0.7 million and $ 1.4 million for the three months ended June 30, 2021 and 2020, respectively.

The Company purchased rental equipment from related party affiliates of $ 2.5 million and $ 1.6 million for the six months ended June 30, 2021 and 2020, respectively .

On September 9, 2021, the Company repurchased from Sapphire Holdings and cancelled an additional 2,379,839 shares of its common stock, and Sapphire Holdings sold its remaining 21,410,019 shares through an underwritten secondary offering.

Following the reduction in Sapphire Holdings' beneficial ownership of Common Stock resulting from the foregoing repurchase and secondary offering, Stephen Robertson resigned his position as a member of the Willscot Mobile Mini board of directors pursuant to the aforementioned shareholders agreement dated July 1, 2020, and Sapphire Holdings, TDR Capital II Holdings L.P.

and TDR Capital, L.L.P.

ceased to be related parties of WillScot Mobile Mini.

The Company purchased rental equipment from former related party affiliates for $ 1.0 million for the three months ended September 30, 2020.

The Company purchased rental equipment from related party affiliates of $ 2.5 million and $ 2.6 million for the nine months ended September 30, 2021 and 2020, respectively .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements