What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-02-25 compared with 2021-02-26 · 455 added, 608 removed, 1105 unchanged (49% of the section changed)

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Intangible Assets Acquired through Mobile Mini Merger

Description of the Matter During 2020, the Company completed its merger with Mobile Mini, Inc.

for net consideration of $1.4 billion, as disclosed in Note 2 to the consolidated financial statements.

The transaction was accounted for as a business combination.

Auditing the Company's accounting for its merger with Mobile Mini was complex and highly judgmental due to the significant estimation uncertainty in management’s determination of the fair value of identified intangible assets of $383 million, which principally consisted of $217 million and $164 million of customer relationship and tradename intangibles, respectively.

The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to changes in the underlying assumptions.

The Company used a discounted cash flow model to measure the customer relationship and tradename intangible assets.

The significant assumptions used to estimate the value of the intangible assets included discount rates, royalty rates, and assumptions that form the basis of the forecasted results, in particular revenue growth rates, projected EBITDA margins and customer retention assumptions.

These significant assumptions are forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its valuation of acquired intangible assets.

Our tests included controls over the estimation process supporting the recognition and measurement of customer-relationship and tradename intangible assets.

For example, we tested controls over management’s review of the valuation models and significant assumptions used to estimate the fair value of the customer relationship and tradename intangible assets, including controls over the completeness and accuracy of the data used in the valuation models.

To test the estimated fair value of the customer relationship and tradename intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions described above, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates.

For example, our valuation specialists compared management’s assumptions used to develop the discount rates to the weighted average cost of capital of guideline public companies.

Additionally, we compared the significant assumptions related to prospective financial information to the historical results of the Mobile Mini business and to guideline companies in the same industry.

We also performed a sensitivity analysis of the significant assumptions to evaluate the change in the fair values that would result from changes in assumptions.

Allowance for Credit Losses

Description of the Matter As described in Note 1 to the consolidated financial statements, the Company maintains an allowance for credit losses on trade receivables.

At December 31, 2021 the allowance for credit losses was $47.7 million, or 10.6% of gross trade receivables.

The allowance for credit losses is estimated based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability.

Auditing the Company's estimation of the allowance for credit losses was judgmental due to the subjectivity in assessing the appropriateness of the assumptions made by management.

The assumptions include an expectation that the Company’s collection of receivables will be consistent with historical write-off experience and the consideration of current or forecasted conditions that may affect the Company’s customers' ability to pay outstanding trade receivables.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company's controls over its estimation of the allowance for credit losses, including internal controls over the Company’s process to develop the assumptions used to estimate credit losses.

To test the allowance for credit losses, we performed audit procedures that included, among others, testing management's process for developing the allowance for credit losses, testing the completeness, accuracy, and relevance of the data used;

and evaluating significant assumptions used by management, including assessing the Company’s expectation that the collection of receivables will be consistent with historical write-off experience.

For example, we compared the days sales outstanding, customer concentration, and days past due as of December 31, 2021, to the Company’s historical experience to evaluate the relevancy of the historical data utilized to estimate the allowance for credit losses.

We also performed a sensitivity analysis of the significant assumptions to evaluate the change in the allowance that would result from changes in assumptions.

/s/ Ernst & Young LLP

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Accounts payable $ 118,271 $ 106,926

Accrued interest and liabilities 141,672 98,375

Accrued expenses 100,195 91,381

Accrued employee benefits 68,414 50,291

Deferred revenue and customer deposits 159,639 135,485

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Operating lease liabilities - non-current 194,256 183,761

Common stock warrant liabilities — 77,404

Other non-current liabilities 15,737 37,150

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Common Stock:

$ 0.0001 par, 500,000,000 shares authorized and 229,038,158 shares issued and outstanding at December 31, 2020

Class A Common Stock:

$ 0.0001 par, 400,000,000 shares authorized and 108,818,854 shares issued and outstanding at December 31, 2019

Class B Common Stock:

$ 0.0001 par, 100,000,000 shares authorized and 8,024,419 shares issued and outstanding at December 31, 2019

$ 0.0001 par, 500,000,000 shares authorized and 223,939,527 and 229,038,158 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively

Additional paid-in-capital 3,616,902 3,852,291

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Total shareholders' equity 1,996,763 2,063,873

Non-controlling interest — 64,590

Total equity 2,141,277 708,955

Total liabilities and equity $ 5,572,205 $ 2,897,649

Total liabilities and shareholders' equity $ 5,773,599 $ 5,572,205

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

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Restructuring costs 11,868 6,527 3,755

Currency (gains) losses, net ( 355 ) ( 688 ) 2,454

Other income, net ( 1,718 ) ( 2,200 ) ( 4,574 )

Currency losses (gains), net 548 ( 355 ) ( 688 )

Other expense (income), net 1,780 ( 1,718 ) ( 2,200 )

Operating income 360,273 182,715 117,525

Interest expense 117,987 119,886 122,504

Fair value loss (gain) on common stock warrant liabilities 26,597 ( 3,461 ) 109,622

Loss on extinguishment of debt 5,999 42,401 8,755

Income (loss) before income tax 209,690 23,889 ( 123,356 )

Income tax benefit ( 51,451 ) ( 2,191 ) ( 38,600 )

Income tax expense (benefit) 49,546 ( 51,451 ) ( 2,191 )

Net income (loss) 160,144 75,340 ( 121,165 )

Net income (loss) attributable to non-controlling interest, net of tax — 1,213 ( 421 )

Net income (loss) attributable to WillScot Mobile Mini 70,666 ( 11,122 ) ( 49,040 )

Non-cash deemed dividend related to warrant exchange — — ( 2,135 )

Net income (loss) attributable to WillScot Mobile Mini common shareholders $ 160,144 $ 74,127 $ ( 120,744 )

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Net income (loss) $ 160,144 $ 75,340 $ ( 121,165 )

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustment, net of income tax (benefit) of $( 60 ), $( 685 ) and $ 0 for the years ended December 31, 2021, 2020 and 2019, respectively

( 880 ) 28,404 10,586

Net loss on derivatives, net of income tax benefit of $( 539 ), $( 1,471 ) and $( 1,822 ) for the years ended December 31, 2020, 2019 and 2018, respectively

Net gain (loss) on derivatives, net of income tax expense (benefit) of $ 2,661 , $( 539 ) and $( 1,471 ) for the years ended December 31, 2021, 2020 and 2019, respectively

9,016 ( 1,749 ) ( 4,809 )

Total other comprehensive income (loss) 26,655 5,777 ( 17,594 )

Total other comprehensive income 8,136 26,655 5,777

Comprehensive income (loss) 168,280 101,995 ( 115,388 )

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Net loss — — — — — — ( 120,744 ) ( 120,744 ) ( 421 ) ( 121,165 )

Other comprehensive loss — — — — — ( 15,989 ) — ( 15,989 ) ( 1,605 ) ( 17,594 )

Adoption of ASU 2018-02 — — — — — ( 2,540 ) 2,540 — — —

Stock-based compensation — — — — 3,439 — — 3,439 — 3,439

Issuance of Common Stock and contribution of proceeds to WSII 9,200 1 — — 131,460 — — 131,461 7,574 139,035

Acquisition of ModSpace and related financing transactions including stock and warrants 6,458 1 — — 134,493 — — 134,494 13,614 148,108

Common Stock issued in warrant exchange 8,206 1 — ( 1,770 ) — — ( 1,769 ) — ( 1,769 )

Balance at December 31, 2018 108,509 $ 11 8,024 $ 1 $ 2,389,548 $ ( 68,026 ) $ ( 1,683,319 ) $ 638,215 $ 63,982 $ 702,197

Net loss — — — — — — ( 11,122 ) ( 11,122 ) ( 421 ) ( 11,543 )

Other comprehensive income — — — — — 5,251 — 5,251 526 5,777

Adoption of ASC 606 — — — — — — 345 345 — 345

Adoption of ASC 842 — — — — — — 4,723 4,723 503 5,226

Issuance of Common Stock from the exercise of options and warrants 81 — — — 921 — — 921 — 921

Adoption of new accounting standards — — — — — — 5,067 5,067 503 5,570

Stock-based compensation and issuance of Common Stock from vesting 229 — — — 6,032 — — 6,032 — 6,032

Issuance of Common Stock from the exercise of options and warrants 81 — — — 1,338 — — 1,338 — 1,338

Balance at December 31, 2019 108,819 $ 11 8,024 $ 1 $ 2,378,733 $ ( 62,775 ) $ ( 1,825,361 ) $ 490,609 $ 64,590 $ 555,199

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Sapphire Exchange - See Note 10 10,641 1 ( 8,024 ) ( 1 ) 66,890 ( 2,972 ) — 63,918 ( 63,918 ) —

Issuance of Common Stock from the exercise of options and warrants 2,836 — — — 10,616 — — 10,616 — 10,616

Stock-based compensation and issuance of common stock from vesting 315 — — — 9,879 — — 9,879 — 9,879

Repurchase and cancellation of options and warrants — — — — ( 300 ) — — ( 300 ) — ( 300 )

Issuance of Common Stock from the exercise of options and warrants 2,836 — — — 35,727 — — 35,727 — 35,727

Withholding taxes on net share settlement of stock-based compensation and option exercises — — — — ( 13,473 ) — — ( 13,473 ) — ( 13,473 )

Reclassification of 2018 Warrants 26,216 26,216 26,216

Balance at December 31, 2020 229,038 $ 23 — $ — $ 3,852,291 $ ( 37,207 ) $ ( 1,751,234 ) $ 2,063,873 $ — $ 2,063,873

Net Income — — — — — — 160,144 160,144 — 160,144

Other Comprehensive Income — — — — — 8,136 — 8,136 — 8,136

Stock-based compensation and issuance of Common Stock from vesting

485 — — — 26,184 — — 26,184 — 26,184

Repurchase and cancellation of Common Stock and warrants ( 11,851 ) ( 1 ) — — ( 340,375 ) — — ( 340,376 ) — ( 340,376 )

Issuance of Common Stock from the exercise of options and warrants 6,268 — — — 85,979 — — 85,979 — 85,979

Withholding taxes on net share settlement of stock-based compensation and option exercises — — — — ( 7,177 ) — — ( 7,177 ) — ( 7,177 )

Balance at December 31, 2021 223,940 $ 22 — $ — $ 3,616,902 $ ( 29,071 ) $ ( 1,591,090 ) $ 1,996,763 $ — $ 1,996,763

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Amortization of debt discounts and debt issuance costs 14,033 13,085 11,450

Fair value loss (gain) on common stock warrant liabilities 26,597 ( 3,461 ) 109,622

Loss on extinguishment of debt 5,999 42,401 8,755

Stock-based compensation expense 26,184 9,879 6,686

Deferred income tax benefit ( 55,155 ) ( 2,624 ) ( 40,192 )

Deferred income tax expense (benefit) 36,563 ( 55,155 ) ( 2,624 )

Unrealized currency losses (gains), net 295 424 ( 745 )

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Inventories ( 9,083 ) 2,775 869

Prepaid and other assets ( 4,547 ) 8,237 8,416

Prepaid expenses and other assets 3,324 ( 4,547 ) 8,237

Operating lease assets and liabilities 473 789 ( 438 )

Accrued interest 217 ( 11,877 ) ( 4,217 )

Accounts payable and other accrued liabilities ( 16,046 ) 4,865 ( 14,462 )

Accounts payable and other accrued expenses 27,308 ( 16,046 ) 4,865

Deferred revenue and customer deposits 22,683 12,454 15,639

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Investing activities:

Acquisition of a businesses, net of cash acquired 17,173 — ( 1,083,146 )

Acquisitions, net of cash acquired ( 147,172 ) 17,173 —

Proceeds from sale of rental equipment 55,210 38,949 42,101

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Financing activities:

Receipts from issuance of Common Stock from the exercise of options and warrants 10,616 921 147,201

Repurchase and cancellation of warrants ( 21,777 ) — —

Receipts from issuance of Common Stock from the exercise of options 7,484 10,616 921

Repurchase and cancellation of Common Stock and warrants ( 363,586 ) ( 21,777 ) —

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

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Taxes paid on employee stock awards ( 7,177 ) ( 13,473 ) ( 654 )

Net cash (used in) provided by financing activities ( 158,958 ) ( 26,063 ) 1,180,037

Net cash used in financing activities ( 167,887 ) ( 158,958 ) ( 26,063 )

Effect of exchange rate changes on cash and cash equivalents ( 206 ) 1,398 166

Net change in cash and cash equivalents ( 12,238 ) 21,892 ( 5,913 )

Cash and cash equivalents at the beginning of the year 3,045 8,958 9,185

Cash and cash equivalents at the end of the year $ 24,937 $ 3,045 $ 8,958

Cash and cash equivalents at the beginning of the period 24,937 3,045 8,958

Cash and cash equivalents at the end of the period $ 12,699 $ 24,937 $ 3,045

Supplemental cash flow information:

Interest paid 1

$ 103,795 $ 118,519 $ 118,726

Income taxes paid (refunded), net $ 9,855 $ 4,234 $ ( 1,148 )

Capital expenditures accrued or payable $ 27,667 $ 23,553 $ 23,946

Non-cash deemed dividend related to warrant exchange $ — $ — $ 2,135

Non-cash acquisition of a business $ — $ — $ 148,108

1 Includes $ 11,992 , $ 9,779 and $ 3,143 of payments related to the interest rate swap for the years ended December 31, 2021, 2020 and 2019, respectively.

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

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WillScot Mobile Mini Holdings Corp.

(“WillScot Mobile Mini” and, together with its subsidiaries, the “Company”) is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada, Mexico and the United Kingdom ("UK").

(“WillScot Mobile Mini” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative flexible work space and portable storage solutions in the United States (“US”), Canada, Mexico and the United Kingdom ("UK").

The Company also maintains a fleet of specialty containment products, including liquid and solid containment solutions.

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WSC) since the Merger.

As used herein, the term “Common Stock” or “the Company’s Common Stock” refers to WillScot Class A Common Stock prior to filing of the A&R Charter on July 1, 2020 and to WillScot Mobile Mini Common Stock as of and following the filing of the A&R Charter July 1, 2020.

As the Merger closed on July 1, 2020 the preparation of financial statements in accordance with US Generally Accepted Accounting Principles (“GAAP”) requires that our consolidated financial statements and most of the disclosures in these Notes be presented on a historical basis.

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All intercompany balances and transactions are eliminated.

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.

Accounting Estimates

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Trade Receivables and Allowance for Credit Losses

The Company is exposed to credit losses from trade receivables generated through its leasing and sales business.

The Company is exposed to credit losses from trade receivables.

The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review.

The credit review considers expected billing exposure and timing for payment and the customer’s established credit rating.

The Company performs its credit review of new customers at inception of the customer relationship and for existing customers when the customer transacts new leases after a defined period of dormancy.

The credit review considers expected billing exposure and

timing for payment and the customer’s established credit rating.

The Company performs its credit review of new customers at inception of the customer relationship and for existing customers when the customer transacts after a defined period of dormancy.

The Company also considers contract terms and conditions, country risk and business strategy in the evaluation.

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The allowances for credit losses reflect the estimate of the amount of receivables that the Company will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability.

This estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

Accordingly, the Company may be required to increase or decrease our allowances.

In accordance with the adoption of Accounting Standards Update ("ASU") 2016-2, Leases (Topic 842) (" ASC 842"), effective January 1, 2019, and the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASC 326"), effective January 1, 2020, specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue.

The remaining provision for credit losses is recorded as selling, general and administrative expense.

For the year ended December 31, 2018, the entire provision for credit losses was recorded as a selling, general and administrative expense.

The Company reviews the adequacy of the allowance on a quarterly basis.

This estimate is sensitive to changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

Accordingly, the Company may be required to increase or decrease its allowances.

In accordance with the adoption of ASC 842, effective January 1, 2019, and the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASC 326"), effective January 1, 2020, specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue.

The remaining provision for credit losses is recorded as selling, general and administrative expenses.

Activity in the allowance for credit losses for the years ended December 31 was as follows:

(in thousands) 2021 2020 2019

Balance at beginning of year $ 15,828 $ 9,340 $ 4,845

Balance at beginning of period $ 29,258 $ 15,828 $ 9,340

Provision for credit losses, net of recoveries (a)

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Balance at end of period $ 47,629 $ 29,258 $ 15,828

(a) For the years ended December 31, 2020 and 2019, the provision for credit losses includes $ 18.0 million and $ 10.0 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection is not considered probable.

Concentration of Credit Risk

(a) For the years ended December 31, 2021, 2020 and 2019, the provision for credit losses includes $ 19.8 million, $ 18.0 million and $ 10.0 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection is not considered probable.

The Company’s trade accounts receivable subject the Company to potential concentrations of credit risk.

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The Company generally has the right to repossess its rental units in the event of non-payment of receivables relating to the Company’s leasing operations.

The Company’s large number of customers in diverse geographic areas and end markets mitigates the concentration of credit risk.

No single customer accounted for more tha n 1.2 % and 1.5 % of the Company’s receivables at December 31, 2020 and 2019, respectively.

The Company’s top five customers accounted for 4.9 % and 4.1 % of the receivables at December 31, 2020 and 2019, respectively.

Inventories consist of raw materials, supplies, and finished units.

Inventories consist of raw materials, supplies, and finished units for sale.

Inventories are measured at the lower of cost or net realizable value based on the weighted-average cost.

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Cost includes expenditures that are directly attributable to the acquisition of the asset.

Costs of improvements and betterments to rental equipment are capitalized when such costs extend the useful life of the equipment or increase the rental value of the unit.

Costs of improvements and conversions of rental equipment are capitalized when such costs extend the useful life of the equipment or increase the rental value of the unit.

Costs incurred for equipment to meet a particular customer specification are capitalized and depreciated over the lease term taking in consideration the residual value of the asset.

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Land is not depreciated.

Leasehold improvements are amortized over the shorter of 15 years or the lease term.

Leasehold improvements are amortized over the lease term.

Assets leased under capital leases are depreciated over the shorter of the lease term or their useful life, unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.

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Estimated Useful Life

Buildings and leasehold improvements 10 - 40 years (a)

Buildings and leasehold improvements 10 - 40 years

Vehicles, machinery, and equipment 3 - 30 years

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Software 3 - 10 years

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

Held for Sale

Property, plant and equipment to be sold is classified as held for sale in the period in which:

(i) the Company has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Assets held for sale are initially measured at the lower of the carrying value or the fair value less cost to sell.

Losses resulting from this measurement are recognized in the period in which the held for sale criteria are met while gains are not recognized until the date of sale.

Once designated as held for sale, the Company stops recording depreciation expense on the asset.

The Company assesses the fair value less cost to sell of long-lived assets held for sale at each reporting period until the assets no longer meet this classification.

Impairment of Long-Lived Assets

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Amortization expense is calculated on a straight-line basis over the contractual term of the cloud computing arrangement and recorded as selling, general and administrative expense.

Capitalized implementation costs for cloud computing arrangements totale d $ 4.0 million a t December 31, 2020.

The comparative financial statement information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The adoption of the guidance did not have a material impact on the Company's consolidated balance sheet as of January 1, 2020.

Goodwill and Goodwill Impairment

Goodwill and Annual Goodwill Impairment Test

For acquired businesses, the Company records assets acquired and liabilities assumed at their estimated fair values on the respective acquisition dates.

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The quantitative impairment test involves a comparison of the estimated fair value of a reporting unit to its carrying amount.

The Company uses an independent valuation specialist for its annual impairment tests to assist in the valuation.

The Company has historically used the quantitative impairment test to evaluate goodwill for impairment.

The Company used the qualitative approach for the reporting units acquired in the Merger due to the proximity of the July 1, 2020 acquisition date to the October 1, 2020 measurement date.

The Company uses an independent valuation specialist for its quantitative impairment tests to assist in the valuation.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions.

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Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually.

The Company’s indefinite-lived intangible assets consist of the Williams Scotsman trade name and the Mobile Mini trade name.

The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test.

The Company’s indefinite-lived intangible assets consist of the Williams Scotsman and Mobile Mini trade names.

The Company performs its assessment of indefinite-lived intangible assets utilizing

either a qualitative or quantitative impairment test.

When utilizing a quantitative impairment test, the Company calculates fair value using a relief-from-royalty method.

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Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets.

Estimated fair values of acquired assets and liabilities are provisional and could change as additional information is received.

When appropriate, our estimates of the fair values of assets and liabilities acquired include assistance from independent third-party valuation firms.

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Any subsequent changes to purchase price allocations result in a corresponding adjustment to goodwill.

Transaction costs are expensed in the acquisition of a business.

Long-lived assets (principally rental equipment), goodwill and other intangible assets generally represent the largest components of our acquisitions.

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Under this form of the income approach, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value.

Debt Issuance Costs

Debt issuance costs are recorded as direct deductions to the corresponding debt in long-term debt on the consolidated balance sheets.

If no amounts are outstanding under the Company’s credit agreement as of a period end, the related debt issuance costs are recorded in other non-current assets in the consolidated balance sheets.

Debt issuance costs are deferred and amortized to interest expense over the term of the respective debt using the effective interest method or straight-line interest method as appropriate.

Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions.

An asset acquisition is accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis.

Goodwill is not recognized in an asset acquisition.

Any consideration in excess of net assets acquired is allocated to acquired assets on a relative fair value basis.

The Company measures the fair value of assets acquired utilizing observable market transaction data for comparable assets or recent purchase prices.

Transaction costs are considered a component of the cost of the acquisition in an asset acquisition.

Retirement Benefit Obligation

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Prior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs").

On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger.

The plan amended and restated in its entirety the 2017 Incentive Plan.

As a result, all historical and future incentive awards to the Company's Board of Directors, executive officers and employees, as determined by the Company's Compensation Committee ("the Comp Committee"), are granted under the 2020 Incentive Plan.

The 2020 Incentive Plan is administered by the Comp Committee.

Under the 2020 Incentive Plan, the Comp Committee may grant an aggreg ate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards.

On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger and, as a result, all future incentive awards are granted under the 2020 Incentive Plan.

The 2020 Incentive Plan is administered by the Compensation Committee.

Under the 2020 Incentive Plan, the Compensation Committee may grant an aggreg ate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards.

Stock-based payments, including the grant of stock options, RSAs and RSUs, are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period.

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Stock-based compensation expense includes grants of stock options, time-based RSUs ("Time-Based RSUs") and performance-based RSUs ("Performance-Based RSUs", together with Time-Based RSUs, the "RSUs").

The 2020 Incentive Plan continues the former Market-Based RSUs renamed as "Performance-Based RSUs." RSUs are recognized in the financial statements based on their fair value.

RSUs are recognized in the financial statements based on their fair value.

In addition, stock-based payments to non-executive directors include grants of RSAs.

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Time-Based RSUs vest ratably over a period of four years .

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 of the Russell 3000 Index at the grant date over the performance period of three years .

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

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 .

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 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 200 % (for performance at or above the 85 % percentile).

For grants in 2020 and prior, the TSR of the Company's Common Stock is compared to the TSR of constituents in the Russell 3000 index.

The target number of RSUs may be adjusted from 0 % to 150 % based on the TSR attainment levels defined by the 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).

Vesting is also subject to continued service requirements through the vesting date.

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 years 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 vest in tranches over a period of four years and expire ten years from the grant date.

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expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted-average expected term of the options.

The volatility assumption used in the Black-Scholes option-pricing model was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company.

Future calculations will use the Company trading history.

Future calculations may use the Company trading history.

Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption is based on the simplified method under GAAP, which is based on the vesting period and contractual term for each tranche of awards.

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Leasing and Services Revenue

The majority of revenue is generated by rental income subject to the guidance of ASC 840, Leases ("ASC 840") in 2018 and ASC 842 in 2019 and 2020.

The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 605, Revenue ("ASC 605"), in 2018 and Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606") in 2019 and 2020.

The majority of revenue is generated by rental income subject to the guidance of Accounting Standard Update ("ASU") 2016-2, Leases (Topic 842) ("ASC 842").

The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").

Leasing Revenue

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If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date is recognized as incremental revenue upon return.

Rental equipment is leased primarily under operating leases and, from time to time, under sales-type lease arrangements.

Rental equipment is leased primarily under operating leases.

Operating lease minimum contractual terms within the NA Modular segment, as defined in Note 18, generally range from 1 month to 60 months and averaged approximately 10 months across this segment's rental fleet for the year ended December 31, 2021.

Rental contracts with customers within the NA Storage and UK Storage segments are generally based on a 28 -day rate and billing cycle.

Rental contracts with customers within the NA Storage, UK Storage, and Tank & Pump segments are generally based on a 28 -day rate and billing cycle.

The rental continues until cancelled by the Company or the customer.

T here were no material sales-type lease arrangements as of December 31, 2020 or 2019.

The Company may use third parties to satisfy its performance obligations, including both the provision of rental units and other services.

The Company records changes in estimated collectability directly against leasing revenue.

The Company may use third parties to satisfy its performance obligations, including both the provision of VAPS and other services.

To determine whether it is the principal or agent in the arrangement, the Company reviews each third-party relationship on a contract-by-contract basis.

The Company is considered an agent when its role is to arrange for another entity to provide the rental units and other services to the customer.

In these instances, the Company does not control the rental unit or service before it is provided.

The Company is considered the principal when it controls the rental unit or service prior to transferring control to the customer.

WillScot Mobile Mini may be a principal in the fulfillment of some rental units and services and an agent for other rental units and services within the same contract.

The Company is considered an agent when its role is to arrange for another entity to provide the VAPS and other services to the customer.

In these instances, the Company does not control the rental unit or service before it is provided and the risk of performance is held by the third party.

The Company is considered the principal when it controls the VAPS or other services prior to transferring control to the customer and retains the risk of performance.

WillScot Mobile Mini may be a principal in the fulfillment of some leasing contracts and services elements and an agent for other elements within the same contract.

Revenue is recognized on a gross basis when the Company is the principal in the arrangement and on a net basis when it is the agent.

The adoption of ASC 842 at January 1, 2019, did not have a significant impact on the recognition of leasing revenue.

Based on the requirements of ASC 842, the Company records changes in estimated collectability, directly against leasing revenue.

Services Revenue

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For certain products, services, or customer types, the Company requires payment before the products or services are delivered to the customer.

Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities.

At December 31, 2021, current deferred revenue and customer

deposits included deferred revenue of $ 156.9 million and customer deposits of $ 2.7 million, respectively.

At December 31, 2020, current deferred revenue and customer deposits included deferred revenue of $ 133.2 million and customer deposits of $ 2.3 million, respectively.

Revenue is recognized net of sales tax billed to customers, which is subsequently remitted to governmental authorities.

Leases as Lessee

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The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences

are expected to reverse.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

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The Company assesses the likelihood that each of the deferred tax assets will be realized.

To the extent management believes realization of any deferred tax assets is not likely, the Company establishes a valuation allowance.

To the extent management concludes the realization of any deferred tax assets is not more likely than not, the Company establishes a valuation allowance.

When a valuation allowance is established or there is an increase in an allowance in a reporting period, tax expense is generally recorded in the Company’s consolidated statement of operations.

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a more-likely-than-not recognition criterion;

and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

and a measurement

approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.

If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded.

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See further discussion of the levels in Note 14.

The Company accounts for warrants in accordance with applicable accounting guidance provided in ASC 815-40, Contracts in Entity's Own Equity , as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreements.

In periods subsequent to issuance, warrants classified as liabilities are subject to remeasurement at each balance sheet date and transaction date with changes in the estimated fair values of the common stock warrant liabilities and gains and losses on extinguishment of common stock warrant liabilities reported in the consolidated statements of operations.

Recently Issued and Adopted Accounting Standards

The Company qualified as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS A ct”) until December 31, 2019.

Using exemptions provided under the JOBS Act, the Company elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act) was required to comply with such standards.

WillScot ceased to be an EGC as of December 31, 2019, and as such, is required to comply with the standards and compliance dates for large accelerated filers.

Recently Issued Accounting Standards

In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes.

The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020.

The Company is currently evaluating the potential impact of adoption of the pronouncement on its consolidated financial statements and does not expect the impact to be material.

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

Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04 “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This update is intended to ease the potential burden in accounting for and recognizing the effects of reference rate reform.

It provides optional practical expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met.

This update became effective on March 12, 2020 and is available for use through December 31, 2022.

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

Business Combinations (Topic 815):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606).

This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted.

The guidance will be applied prospectively to acquisitions occurring on or after the effective date.

The Company will continue to evaluate the impact of this guidance, which will depend on the contract assets and liabilities acquired in future business combinations.

Recently Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date.

Revenue from Contracts with Customers (Topic 606)

In May 2014, the FASB issued ASC 606.

ASC 606, along with its subsequent related updates prescribe a single comprehensive model for entities to use in the accounting for revenue arising from contracts with customers.

The core principle contemplated by this new standard was that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange

for those goods or services.

New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required.

On January 1, 2019, the Company adopted ASC 606 as well as subsequent updates using the modified retrospective transition approach to those contracts that were not completed as of January 1, 2019.

The comparative financial statement information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The adoption of the guidance did not have a material impact on the Company's consolidated balance sheet as of January 1, 2019.

The Company's accounting for modular leasing revenue is primarily outside the scope of ASC 606 and is recorded under ASC 842.

ASU 2016-02, Leases (Topic 842)

In February 2016, the FASB issued ASC 842.

This guidance revises existing practice related to accounting for leases under ASC 840, for both lessees and lessors.

ASC 842 requires that lessees recognize:

a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis;

and b) a ROU asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

ASC 842 also requires that the seller recognize any gain or loss (based on the estimated fair value of the asset at the time of sale) when control of the asset is transferred instead of amortizing it over the lease period for qualifying sale-leaseback transactions.

Effective January 1, 2019, the Company retrospectively adopted ASC 842.

In connection with the adoption of ASC 842, the Company reversed the previous accounting for certain failed sale-leaseback transactions, and reduced property, plant and equipment by $ 31.0 million, reduced outstanding debt by $ 37.9 million, increased deferred tax liability by $ 1.8 million and increased January 1, 2019 equity by $ 5.2 million.

The Company recognized lease liabilities and ROU assets of $ 138.5 million and $ 141.4 million as of January 1, 2019, primarily related to its real estate and equipment leases.

The comparative financial statement information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The adoption of ASC 842 at January 1, 2019, did not have a significant impact on the recognition of leasing revenue.

Per the requirements of ASC 842 the Company records changes in estimated collectability, directly against lease revenue.

Such amounts were previously classified as selling, general and administrative expenses.

The Company elected the package of practical expedients permitted under the transition guidance within the new standard that allows it to not reassess:

(a) whether any expired or existing contracts are or contain leases, (b) the lease classification for any expired or existing leases and (c) initial direct costs for any expired or existing leases.

Historical financial information was not updated, and the financial disclosures required under ASC 842 are not provided for periods prior to January 1, 2019.

Financial Instruments - Credit Losses (Topic 326)

In June 2016, the FASB issued ASC 326, which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected based on relevant historical information from historical experience, adjusted for current conditions and reasonable and supportable forecasts that affect collectability.

Credit losses relating to these financial assets are recorded through an allowance for credit losses.

The Company adopted ASC 326 effective January 1, 2020.

The effect of this guidance was immaterial to the Company's consolidated results of operations, financial position and cash flows.

ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)

In August 2018, the FASB issued ASC 350-40, which provides guidance on accounting for implementation costs incurred in a cloud computing arrangement that is a service contract.

The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license.

This guidance also requires entities to present the expense related to capitalized implementation costs in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement and classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element.

The entity is also required to present the capitalized implementation costs in the balance sheet in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented.

The Company adopted ASC 350-40 on a prospective basis effective January 1, 2020.

As a result of the adoption, capitalized implementation costs incurred in cloud computing arrangements were capitalized in other non-current assets in the consolidated balance sheet.

The impact of this guidance did not materially impact the consolidated financial statements.

NOTE 2 - Business Combinations and Acquisitions

Tyson Acquisition

On January 3, 2018, the Company acquired all of the issued and outstanding membership interests of Onsite Space LLC, d/b/a Tyson Onsite (“Tyson”) for $ 24.0 million in cash consideration, net of cash acquired.

ModSpace Acquisition

On August 15, 2018, the Company acquired Modular Space Holdings, Inc.

("ModSpace"), a privately-owned national provider of modular and portable storage units.

Purchase Price

The aggregate purchase price for ModSpace was $ 1.2 billion and consisted of (i) $ 1.1 billion in cash, (ii) 6,458,229 shares of WillScot's Class A Common Stock (the "Stock Consideration") with a fair market value of $ 95.8 million, (iii) warrants to purchase an aggregate of 10,000,000 shares of WillScot’s Class A Common Stock at an exercise price of $ 15.50 per share (the "2018 Warrants") with a fair market value of $ 52.3 million, and (iv) a working capital adjustment of $ 4.7 million.

The acquisition was funded by the net proceeds of WillScot's issuance of 9,200,000 shares of Class A Common Stock, the net proceeds of the issuance of $ 300.0 million in senior secured notes and $ 200.0 million in unsecured notes, and borrowings under the ABL Facility.

As of the date of acquisition, the fair market values of the Stock Consideration and 2018 Warrants were $ 14.83 per share and $ 5.23 per warrant, respectively, with the warrant values determined using a Black-Scholes valuation model.

The fair market v alue of the Class A shares was determined utilizing the $ 15.78 per share closing price of the Company's shares on August 15, 2018, discounted by 6.0 %, to reflect a lack of marketability based on the lock-up restrictions contemplated by the merger agreement.

The estimated fair values of the Stock Consideration and 2018 Warrants are Level 3 fair value measurements, as defined in Note 15.

The fair value of each share and warrant was estimated using the Black-Scholes model.

The following table summarizes the key inputs utilized to determine the fair value of the Stock Consideration and 2018 Warrants included within the purchase price of ModSpace.

Stock Consideration

fair value inputs 2018 Warrants fair value inputs

Expected volatility 28.6 % 35.0 %

Risk-free rate of interest 2.2 % 2.7 %

Dividend Yield — % — %

Expected life (years) 0.5 4.3

Pro Forma Information

The unaudited pro forma information below has been prepared using the purchase method of accounting, giving effect to the ModSpace acquisition as if it had been completed on January 1, 2018.

The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results.

The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, and also does not reflect additional revenue opportunities following the acquisition.

(unaudited, in thousands) Year Ended December 31, 2018 (a)

WillScot revenues $ 751,412

ModSpace revenues 312,609

Pro forma revenues $ 1,064,021

WillScot loss from operations before income tax $ ( 92,172 )

ModSpace loss from operations before income tax ( 7,457 )

Loss from operations before income tax before pro forma adjustments ( 99,629 )

Pro forma adjustments to combined loss from operations before income tax:

Impact of fair value adjustments/useful life changes on depreciation 10,135

Intangible asset amortization ( 625 ) (b)

Interest expense ( 41,178 ) (c)

Elimination of ModSpace interest 20,279 (d)

Pro forma loss from operations before income tax ( 111,018 ) (e)

Income tax benefit ( 43,462 ) (f)

Pro forma net loss $ ( 67,556 )

(a) Pro forma results for the year ended December 31, 2018 include ModSpace historical activity.

Post-acquisition ModSpace revenues and pre-tax income are reflected in the Company's historical revenue and pre-tax income amounts.

(b) Amortization of the trade names acquired.

The ModSpace trade name was assigned a value of $ 3.0 million and a life of three years .

(c) In connection with the ModSpace acquisition, the Company drew an incremental $ 419.0 million on the ABL Facility and issued $ 300.0 million of 2023 Secured Notes and $ 200.0 million of unsecured notes.

An interest rate of 6.54 % was used to calculate pro forma interest expense as a result of the ModSpace acquisition, which represents the weighted-average interest rate for the aforementioned borrowings at December 31, 2018.

Interest expense includes amortization of related deferred financing fees on debt incurred in conjunction with the ModSpace acquisition.

(d) Interest on ModSpace historical debt was eliminated.

(e) Pro forma loss from operations before income taxes includes $ 15.5 million of restructuring expense, $ 30.0 million of integration costs, and $ 20.1 million of transaction costs incurred by WillScot for the year ended December 31, 2018.

Additionally, pro forma pre-tax loss for the year ended December 31, 2018 also includes $ 20.5 million of interest expense associated with bridge financing fees incurred in connection with the acquisition of ModSpace.

(f) As the combined pro forma company was in a tax loss position in 2018, all pro forma adjustments for US tax effects are at the federal and state US statutory tax rate of 25.8% since the adjustments represent future deductible or taxable temporary differences.

ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles for income taxes and also improves consistent application of accounting by clarifying or amending existing guidance.

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 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 - Business Combination and Acquisitions

Mobile Mini Merger

On March 1, 2020, the Company, along with its newly formed subsidiary, Merger Sub, entered into the Merger Agreement with Mobile Mini, hereby referred to as the “Merger”.

The Merger was completed on July 1, 2020 and Merger Sub merged with and into Mobile Mini and the separate corporate existence of Merger Sub ceased, and Mobile Mini continued its existence as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.

On March 1, 2020, the Company, along with its newly formed subsidiary, Merger Sub, entered into the Merger Agreement with Mobile Mini, hereby referred to as the “Merger.” The Merger was completed on July 1, 2020 and Merger Sub merged with and into Mobile Mini and the separate corporate existence of Merger Sub ceased, and Mobile Mini continued its existence as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.

Mobile Mini is a leading provider of portable storage solutions in North America and the UK and a leading provider of specialty containment solutions in the US.

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The Merger was accounted for using the acquisition method of accounting, and WillScot is considered the accounting acquirer.

Under the acquisition method of accounting, the Company is required to assign the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the closing date.

Under the acquisition method of accounting, the Company assigned the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the closing date.

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

The Company's acquisition of Mobile Mini represents a non-cash investing outflow activity of $ 1,352,836 and the related issuance of equity including stock options represents a non-cash financing inflow activity of $ 1,352,836 .

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's acquisition of Mobile Mini represented a non-cash investing outflow activity of $ 1,352,836 and the related issuance of equity including stock options represented a non-cash financing inflow activity of $ 1,352,836 .

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.

The following table summarizes the July 1, 2020 preliminary fair values of the assets acquired and liabilities assumed.

The final assignment of the fair value of the Merger, including the final valuation of acquired rental equipment, intangible assets, and the related deferred tax liabilities and the final assignment of goodwill to reporting units, was not complete as of December 31, 2020, but will be finalized within the allowable one-year measurement period.

The following table summarizes the July 1, 2020 fair values of the assets acquired and liabilities assumed.

Opening Balance Sheet

(in thousands) Current Balance

(in thousands) July 1, 2020

Cash and cash equivalents $ 17,203

Trade receivables 87,492 (a)

Trade receivables 87,492

Inventories 8,987

Prepaid expenses and other current assets 13,717

Rental equipment 1,033,190 (b)

Property, plant and equipment, net 161,401 (c)

Rental equipment 1,032,672

Property, plant and equipment, net 160,729

Operating lease assets 92,054

Intangible assets 382,500 (b)

Goodwill identified 928,974 (d)

Intangible assets 374,500

Goodwill identified 937,135

Other non-current assets 2,520

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Debt and finance lease liabilities ( 897,244 )

Deferred tax liabilities ( 278,727 ) (e)

Deferred tax liabilities ( 276,555 )

Other long-term liabilities ( 1,428 )

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Net assets acquired (purchase price) $ 1,352,836

(a) As of the acquisition date, the fair value of accounts receivable was $ 87.5 million, and the gross contractual amount was $ 99.8 million.

The Company analyzed information available at the time of acquisition in estimating uncollectible receivables and the fair value of remaining receivables.

The Company's analysis, as of the acquisition date, included an assessment of the risk of collectability of receivables by analyzing historical payment trends, the status of collection efforts, and any other pertinent customer specific information that existed as of the acquisition date.

(b) The initial fair value assumptions used included preliminary estimates of the replacement cost of rental equipment, discount rates, royalty rates, and customer attrition rates which have been updated in preparing these valuations and the underlying assets have been adjusted from those previously recorded accordingly.

Rental equipment and intangible assets were reduced by approximately $ 109.8 million and $ 183.1 million from amounts previously reported, respectively.

(c) The initial fair value assumptions have been updated in preparing these valuations and the underlying assets have been adjusted from those previously recorded accordingly.

Property, plant and equipment, net increased by approximately $ 8.2 million.

(d) The goodwill is reflective of Mobile Mini’s going concern value and operational synergies that the Company expects to achieve that would not be available to other market participants.

The goodwill is reflective of Mobile Mini's going concern value and operational synergies that would not be available to other market participants.

Goodwill from the Mobile Mini acquisition is not deductible for income tax purposes.

(e) The deferred tax liability is reflective of a deferred tax asset valuation reversal, partially offset by a permanent difference for transaction costs.

The change from the preliminary balance of deferred tax liabilities to the current balance was driven by the updates to the preliminary estimates of the replacement cost of rental equipment, discount rates, royalty rates, and customer attrition rates discussed in (b) above.

Deferred tax liabilities decreased approximately $ 68 million from amounts previously reported.

Mobile Mini has generated $ 316.5 million of revenue and $ 23.1 million of pre-tax income since the acquisition date, which is included in the consolidated statement of operations for the year ended December 31, 2020.

Mobile Mini generated $ 730.7 million of revenue and $ 147.3 million of pre-tax income in the year ended December 31, 2021, which is included in the consolidated statement of operations.

Mobile Mini generated $ 316.5 million of revenue and $ 23.1 million of pre-tax income from the acquisition date to December 31, 2020, which is included in the consolidated statement of operations for the year ended December 31, 2020.

Pro Forma Information

The below pro forma results give effect to the following as if they occurred on January 1, 2019, (i) the Merger, (ii) borrowings under the Company's 2025 Secured Notes and 2020 ABL Facility (terms as defined in Note 11) used to repay certain debt in connection with the Merger, (iii) extinguishment of the Mobile Mini revolving credit facility and senior notes assumed in the Merger and immediately repaid, (iv) extinguishment of WillScot's 2017 ABL Facility and WillScot's 2022 Secured Notes (both as defined in Note 11) repaid in connection with the Merger and (v) elimination of WillScot's non-controlling interest and WillScot's Class B Common Stock in connection with the Merger.

The below pro forma results give effect to the following as if they occurred on January 1, 2019, (i) the Merger, (ii) borrowings under the Company's 2025 Secured Notes and 2020 ABL Facility (terms as defined in Note 9) used to repay certain debt in connection with the Merger, (iii) extinguishment of the Mobile Mini revolving credit facility and senior notes assumed in the Merger and immediately repaid, (iv) extinguishment of WillScot's 2017 ABL Facility and WillScot's 2022 Secured Notes (terms as defined in Note 9) repaid in connection with the Merger and (v) elimination of WillScot's non-controlling interest and WillScot's Class B Common Stock in connection with the Merger.

See Note 10 for further details.

The pro forma information is not necessarily indicative of the Company’s results of operations had the Merger been completed on January 1, 2019, nor is it necessarily indicative of the Company’s future results.

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Mobile Mini pretax income 37,875 111,705

Pro forma pretax income 58,303 97,971

Pro forma adjustments to combined pretax income:

Pro forma pretax income (loss) 61,764 ( 11,651 )

Pro forma adjustments to combined pretax income (loss):

Elimination of Merger transaction costs 80,852 — (b)

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(b) Eliminates discrete Merger transaction costs incurred as a result of the Mobile Mini Merger.

(c) Depreciation on rental equipment and property, plant and equipment were adjusted for the preliminary 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 provisional fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship estimated at $ 263 million over 13 years.

(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 $ 209.0 million.

(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.

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In addition, eliminates the 2020 reversal of $ 54.6 million of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger.

Asset Acquisitions

During 2021, the Company acquired certain assets and liabilities of several smaller entities, which consisted primarily of 15,700 storage units and 5,800 modular units for $ 147.2 million in cash.

The accompanying consolidated financial statements include $ 142.1 million of rental equipment as a result of these acquisitions.

Transaction and Integration Costs

The Company incurred $ 64.1 million in transaction costs related to the Mobile Mini Merger during the year ended December 31, 2020.

Th e Company incurred $ 20.1 million in transaction costs during the year ended December 31, 2018 related to the ModSpace acquisition.

The Company recorded $ 1.4 million and $ 64.1 million in transaction costs in the years ended December 31, 2021 and 2020, respectively.

The Company records integration costs within selling, general and administrative ("SG&A") expense.

The Company incurred $ 16.6 million in integration costs related to the Mobile Mini Merger for the year ended December 31, 2020.

The Company incurred $ 28.4 million and $ 16.6 million in integration costs related to the other acquisitions and the Merger for the years ended December 31, 2021 and 2020, respectively.

The Company incurred $ 26.6 million in integration costs related to the ModSpace acquisition for the year ended December 31, 2019.

The Company incurred $ 30.0 million in integration costs related to the ModSpace, Acton, and Tyson acquisitions for the year ended December 31, 2018.

NOTE 3 - Revenue

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Major Product and Service Lines

Equipment leasing is the Company's core business, which significantly impacts the nature, timing and uncertainty of the Company's revenue and cash flows.

Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows.

This includes rental modular space, portable space and tank and pump units along with VAPS, which include furniture, steps, ramps, basic appliances, internet connectivity devices, and other items used by customers in connection with the Company's products.

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Leasing and Services Revenue

The majority of revenu e ( 72 %, 68 %, and 68 % for the years ended December 31, 2020, 2019 and 2018, respectively ) is generated by lease income subject to the guidance of ASC 840, or ASC 842 for periods after January 1, 2019.

The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 605, or ASC 606 for periods after January 1, 2019.

Future committed leasing revenues under non-cancelable operating leases with the Company’s customers at December 31, 2020 for the years ended December 31, 2021 - 2025 and thereafter were as follows:

The majority of revenu e ( 73 %, 72 %, and 68 % for the years ended December 31, 2021, 2020 and 2019, respectively ) is generated by lease income subject to the guidance ASC 842.

The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606.

Future committed leasing revenues under non-cancelable operating leases with the Company’s customers at December 31, 2021 for the years ended December 31, 2022 through 2026 and thereafter were as follows:

(in thousands) Operating Leases

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Total $ 474,615

Receivables, Contract Assets and Liabilities

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

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Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets.

No single customer accounted for more than 1.5% and 1.2% of the Company’s receivables at December 31, 2021 and 2020, respectively.

The Company's top five customers with the largest open receivables balances represent ed 5.0 % and 4.9 % of the total receivables balance as of December 31, 2021 and 2020, respectively.

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The Company's allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect .

The estimated losses are based upon a review of outstanding receivables, the related aging, including specific accounts if deemed necessary, and on our historical collection experience.

The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, and historical collection experience.

T he Company's estimates reflect changing circumstances, including changes in the economy or in the particular circumstances of individual customers, and as a result, the Company may be required to increase or decrease its allowance.

During the years ended December 31, 2020, 2019, and 2018, the Company recognized bad debt expense of $ 13.4 million, $ 4.5 million , and $ 7.7 million, respectively, within SG&A expense in its consolidated statements of operations, which included changes in its allowances for credit losses .

In accordance with the collectability provisions of ASC 842, the Company has recorded $ 18.0 million and $ 10.0 million as reductions of revenue in 2020 and 2019, respectively, that would have been recorded as bad debt expense prior to the adoption of ASC 842.

When customers are billed in advance, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract.

T he Company's estimates reflect changing circumstances, and the Company may be required to increase or decrease its allowance.

During the years ended December 31, 2021, 2020, and 2019, the Company recognized bad debt expense to reflect changes in the allowance for credit losses of $ 17.5 million, $ 13.4 million , and $ 4.5 million, respectively, within SG&A expense in its consolidated statements of operations.

Contract Assets and Liabilities

When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract.

The balance sheet classification of deferred revenue is determined based on the contractual lease term.

For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed.

During the years ended December 31, 2021 and 2020, $ 40.8 million and $ 37.5 million, respectively, of deferred revenue relating to these services, was recognized as revenue.

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NOTE 4 - Leases

As of December 31, 2020, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands):

Operating Finance

As of December 31, 2021, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

(in thousands) Operating Finance

2022 $ 63,679 $ 21,842

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Present value of lease liabilities $ 247,261 $ 89,050

As of December 31, 2019, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands):

As of December 31, 2020 , the undiscounted future lease payments for operating and finance lease liabilities were as follows:

( in thousands)

Operating Finance

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Total operating lease expense $ 104,130 $ 93,391

The Company initiated certain restructuring plans associated with the 2018 ModSpace acquisition in order to capture operating synergies as a result of integrating ModSpace into WillScot.

The restructuring activities primarily included the termination of leases for duplicative branches, equipment, and corporate facilities.

The Company initiated certain restructuring plans associated with the 2018 acquisition of Modular Space Holdings, Inc.

("ModSpace") and the Merger in order to capture operating synergies as a result of integrating these entities.

The restructuring activities primarily included the termination of leases for duplicative branches, equipment, and other facilities.

As part of these plans, certain of its leased locations were vacated and leases were terminated or impaired.

During the year ended December 31, 2020, the Company recorded $ 4.9 million in lease impairment expense and other related charges which is comprised of $ 0.7 million loss on lease exit and impairment charges and $ 4.2 million in closed location rent expense.

During the year ended December 31, 2019, the Company recorded $ 8.7 million in lease impairment expense and other relat ed charges which is comprised of $ 4.2 million in ROU asset impairment on leased locations no longer used in operations, $ 1.9 million loss on lease exit and $ 2.6 million in closed location rent expense.

Rent expense included in the consolidated statement of operations was $ 31.0 million for the year ended December 31, 2018.

During the year ended December 31, 2021 , the Company recorded $ 2.9 million in lease impairment expense and other related charges which is comprised of $ 0.3 million loss on lease exit and impairment charges and $ 2.6 million in close d location rent expense.

During the year ended December 31, 2020, the Company recorded $ 4.9 million in lease i mpairment expense and other relat ed charges which is comprised of $ 0.7 million loss on lease exit and $ 4.2 million in closed location rent expense.

During the year ended December 31, 2019, the Company recorded $ 8.7 million in lease impairment expense and other related charges which is comprised of $ 4.2 million in ROU asset impairment on l eased locations no longer used in operations, $ 1.9 million loss on lease exit and $ 2.6 million in closed location rent expense.

Supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 were as follows:

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Operating cash outflows from operating leases $ 65,101 $ 45,883

Operating cash outflows from finance leases $ 2,309 $ 1,058

Financing cash outflows from finance leases $ 17,399 $ 8,510

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Assets obtained in exchange for finance leases $ 27,835 $ 9,089

Weighted-average remaining operating lease terms and the weighted average discount rates as of December 31, 2020 and 2019 were as follows:

Lease Terms and Discount Rates December 31, 2020 December 31, 2019

Weighted-average remaining operating lease terms and the weighted average discount rates as of December 31 were as follows:

Lease Terms and Discount Rates 2021 2020

Weighted-average remaining lease term - operating leases 6.1 years 6.4 years

Weighted-average discount rate - operating leases 5.0 % 5.7 %

Weighted-average remaining lease term - finance leases 4.6 years —

Weighted-average remaining lease term - finance leases 4.5 years 4.6 years

Weighted-average discount rate - finance leases 2.9 % 2.9 %

The Company presents information related to leasing revenues in Note 3.

NOTE 5 - Inventories

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Inventories $ 32,739 $ 23,731

NOTE 6 - Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets at December 31 co nsisted of the following:

(in thousands) 2020 2019

Tax receivables $ 4,618 $ 1,211

Prepaid insurance 5,859 2,099

Other prepaid expenses 19,477 11,311

Total prepaid expenses and other current assets $ 29,954 $ 14,621

NOTE 6 - Rental Equipment, net

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Rental equipment, net $ 3,080,981 $ 2,931,646

In 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 estimated impact to our consolidated financial statements will be immaterial.

NOTE 7 – Property, Plant and Equipment, net

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Land, buildings, and leasehold improvements $ 167,132 $ 154,210

Vehicles, machinery, and office equipment 227,009 62,169

Software and other 20,800 27,342

Vehicles and equipment 185,918 171,881

Office furniture, fixtures and software 87,613 75,928

Total property, plant and equipment 440,663 402,019

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Depreciation expense related to property, plant and equipment was $ 50.8 million, $ 28.9 million, and $ 11.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2020, the gross cost of property, plant and equipment assets under finance leases was $ 78.7 million, with related accumulated depreciation of $ 9.5 million.

The depreciation expense for these assets is presented in other depreciation and amortization in the consolidated statement of operations.

No property, plant and equipment assets under finance leases were recorded as of December 31, 2019.

As of December 31, 2021 and 2020, the gross cost of property, plant and equipment assets under finance leases was $ 98.6 million and $ 78.7 million, respectively , with related accumulated depreciation of $ 27.4 million and $ 9.5 million, respectively .

The depreciation expense for these assets is presented in other depreciation and amortization in the consolidated statements of operations.

NOTE 8 - Goodwill and Intangible Assets

Changes in the carrying amount of goodwill were as follows:

(in thousands)

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

Balance at December 31, 2019 $ 235,177 $ — $ — $ — $ 235,177

Changes to purchase price accounting - Modspace ( 13,479 )

Acquisition of Mobile Mini — 726,529 59,183 143,262 928,974

Effects of movements in foreign exchange rates 651 — 6,417 — 7,068

Balance at December 31, 2020 235,828 726,529 65,600 143,262 1,171,219

Acquisition of Mobile Mini 928,974

Changes to Mobile Mini purchase accounting 285,000 ( 233,666 ) — ( 43,173 ) 8,161

Effects of movements in foreign exchange rates 221 ( 311 ) ( 502 ) 18 ( 574 )

Balance at December 31, 2021 $ 521,049 $ 492,552 $ 65,098 $ 100,107 $ 1,178,806

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

Goodwill was preliminarily allocated to the NA Storage, UK Storage and Tank and Pump segments, as defined in Note 17, in the amounts of $ 726.5 million, $ 59.2 million and $ 143.3 million, respectively.

The Company expects to finalize the valuation of the acquired net assets of Mobile Mini, including the final assignment of goodwill to reporting units, within the one-year measurement period from the date of acquisition.

The Company expects any adjustments to goodwill for financial reporting to be non-deductible for income tax purposes.

The Company conducted its annual impairment test of goodwill as of October 1, 2021 and determined that there was no impairment of goodwill identified as a result of the annual impairment analysis.

The Company considered the economic environment resulting from the COVID-19 pandemic as part of its goodwill impairment test.

Due to the uncertain and rapidly evolving nature of the conditions surrounding the COVID-19 pandemic, changes in economic outlook may change the Company's long-term projections.

Accumulated goodwill impairment losses wer e $ 792.8 million and pertain to the NA Modular segment.

Accumulated historical goodwill impairment losses wer e $ 792.8 million and pertain to the NA Modular segment prior to Double Eagle Acquisition Corporation's ("DEAC") acquisition of Williams Scotsman International, Inc.

("WSII") from Algeco Scotsman Global S.à r.l.

There were no goodwill impairments recorded for the years ended December 31, 2021, 2020 and 2019.

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.

Intangible Assets

Intangible assets other than goodwill at December 31, consisted of the following:

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Intangible assets subject to amortization:

Trade name - ModSpace 0.7 $ 3,000 $ ( 2,375 ) $ 625

Mobile Mini customer relationships 6.6 $ 209,000 $ ( 38,447 ) $ 170,553

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Trade name - ModSpace 0.7 $ 3,000 $ ( 2,375 ) $ 625

Total intangible assets subject to amortization 3,000 ( 1,375 ) 1,625

Mobile Mini customer relationships 8.0 217,000 ( 12,053 ) 204,947

Technology 5.5 1,500 ( 125 ) 1,375

Indefinite-lived intangible assets:

Trade name - Mobile Mini 164,000 — 164,000

Trade name - WillScot 125,000 — 125,000

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

The Company preliminarily recorded $ 164.0 million of indefinite-lived intangible assets and $ 218.5 million of intangibles subject to amortization, related to Mobile Mini customer relationships and technology, respectively, in the NA Storage, UK Storage, and Tank and Pump segments.

The Company expects to finalize the valuation of the acquired net assets of Mobile Mini, including the related intangible assets, within the one-year measurement period from the date of acquisition.

The Company expects any adjustments to intangible assets for financial reporting to be non-deductible for income tax purposes.

In the 2018 ModSpace acquisition, the Company allocated $ 3.0 million to definite-lived intangible assets, related to the ModSpace trade name.

At the time of the acquisition, management estimated that the ModSpace trade name had an estimated useful life of three years .

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

For the years ended December 31, 2021 and 2020, the aggregate amount recorded to depreciation and amortization expense for intangible assets subject to amortization was $ 27.3 million and $ 14.4 million, respectively.

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Total $ 171,678

NOTE 10 - Deferred Revenue and Customer Deposits

Deferred revenue and customer deposits at December 31 consist ed of the following:

(in thousands) 2020 2019

Deferred revenue $ 133,156 $ 81,303

Customer deposits 2,329 1,675

Total current deferred revenue and customer deposits $ 135,485 $ 82,978

Deferred revenue $ 12,060 $ 12,342

Total long-term deferred revenue and customer deposits $ 12,060 $ 12,342

Total long-term deferred revenue and customer deposits are included in Other non-current liabilities on the consolidated balance sheets.

NOTE 9 - Debt

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2025 Secured Notes 6.125 % 2025 $ 518,117 $ 637,068

2023 Secured Notes 6.875 % 2023 — 482,768

2025 Secured Notes 6.125 % 2025 637,068 —

ABL Facility (a)

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Total long-term debt $ 2,694,319 $ 2,453,809

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

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

As of December 31, 2019, the Company had no outstanding principal borrowings on the 2017 Canadian ABL Facility and $ 2.1 million of related debt issuance costs.

No related debt issuance costs were recorded as a direct offset against the principal of the 2017 Canadian ABL Facility, and the $ 2.1 million in excess of principal was included in other non-current assets on the consolidated balance sheet.

Maturities of long-term debt, including finance leases, during the years subsequent to December 31, 2020 are as follows:

(a) As of December 31, 2021 and 2020, the Company had no outstanding principal borrowings on the Multicurrency Facility (defined below) and $ 6.2 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 borrow ings on the Multicurrency Facility, and the $ 6.2 million and $ 7.9 million i n excess of principal was included in other non-current assets on the consolidated balance sheets as of December 31, 2021 and 2020, respectively.

Maturities of debt, including finance leases, during the years subsequent to December 31, 2021 are as follows:

(in thousands)

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2025 2,185,851

2023 $ 13,707

2024 $ 10,786

2025 $ 1,965,505

Thereafter 514,202

Total $ 2,767,142

The Company has de bt issuance costs recorded as offsets against the carrying value of the related debt .

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2024 $ 14,429

2024 $ 15,031

Thereafter $ 2,173

Asset Backed Lending Facilities

2017 ABL Facility

On November 29, 2017, Williams Scotsman Holdings Corp ("Holdings"), Williams Scotsman International, Inc.

("WSII"), and certain of its subsidiaries entered into an ABL credit agreement (the "2017 ABL Facility"), as amended, that provided a senior secured revolving credit facility that matured on May 29, 2022.

The 2017 ABL Facility consisted of (i) a $ 1.285 billion asset-backed revolving credit facility for WSII and certain of its domestic subsidiaries (the "2017 US ABL Facility"), (ii) a $ 140.0 million asset-based revolving credit facility (the “2017 Canadian ABL Facility”) for certain Canadian subsidiaries of WSII , and (iii) an accordion feature that permitted the borrowers to increase the lenders’ commitments in an aggregate amount not to exceed $ 375.0 million, subject to the satisfaction of customary conditions and lender approval, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the 2017 ABL Facility.

Borrowing availability under the 2017 ABL Facility was equal to the lesser of $ 1.425 billion and the applicable borrowing bases.

The borrowing bases were a function of, among other things, the value of the assets in the collateral pool.

Borrowings under the 2017 ABL Facility bore interest at an adjusted LIBOR or base rate, in each case plus an applicable margin.

The initial applicable margin was 2.50 % for LIBOR borrowings and 1.50 % for base rate borrowings.

Commencing on March 31, 2018, the applicable margins were subject to one step down of 0.25 % or one step-up of 0.25 %, based on excess availability levels with respect to the 2017 ABL Facility.

The 2017 ABL Facility required the payment of an annual commitment fee on the unused available borrowings between 0.375 % and 0.5 % per annum.

At December 31, 2019, the weighted average interest rate for borrowings under the 2017 ABL Facility was 4.51 %.

The weighted average interest rate on the balance outstanding as of December 31, 2019, as adjusted for the effects of the interest rate swaps was 5.10 %.

Refer to Note 14 for a more detailed discussion on interest rate management.

At December 31, 2019, under the 2017 ABL Facility, the aggregate Borrowing Base ("Line Cap") was $ 1.425 billion and the Borrowers had $ 509.1 million of available borrowing capacity, including $ 369.3 million under the 2017 US ABL Facility and $ 139.8 million under the 2017 Canadian ABL Facility.

Borrowing capacity under the 2017 US ABL Facility was made available for up to $ 75 million of letters of credit and up to $ 75 million of swingline loans, and borrowing capacity under the 2017 Canadian ABL Facility was made available for up to $ 60.0 million of letters of credit and $ 50 million of swingline loans.

At December 31, 2019, letters of credit and bank guarantees carried fees of 2.875 %.

The Company had issued $ 12.7 million of standby letters of credit under the 2017 ABL Facility at December 31, 2019.

The Company had $ 903.0 million in outstanding principal under the 2017 ABL Facility at December 31, 2019.

Debt issuance costs of $ 17.8 million were included in the carrying value of the 2017 ABL Facility at December 31, 2019.

2020 ABL Facility

On July 1, 2020, in connection with the completion of the Merger, Holdings, WSII, and certain of its subsidiaries, entered into a new asset-based credit agreement that provides for revolving credit facilities in the aggregate principal amount of up to $ 2.4 billion, consisting of:

2020 Asset Backed Lending Facility

On July 1, 2020, in connection with the completion of the Merger, Williams Scotsman Holdings Corp ("Holdings"), WSII, and certain of its subsidiaries, entered into a new asset-based credit agreement that provides for revolving credit facilities in the aggregate principal amount of up to $ 2.4 billion, consisting of:

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 2.0 billion (the "US Facility"), available to WSII and certain of its subsidiaries (collectively, the "US Borrowers"), and (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," together with the US Facility, the "2020 ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros by the US Borrowers and certain of WSII's wholly-owned subsidiaries organized in Canada and in the UK.

On July 1, 2020, in connection with the completion of the Merger, approximately $ 1.47 billion of proceeds from the 2020 ABL Facility were used to repay the 2017 ABL Facility and the asset-backed lending facility assumed in the transaction with Mobile Mini, as well as, to pay fees and expense related to the Merger and the related financing transactions.

On July 1, 2020, in connection with the completion of the Merger, approximately $ 1.47 billion of proceeds from the 2020 ABL Facility were used to repay an ABL credit agreement entered into by the Company in 2017 (the "2017 ABL Facility") and the asset-backed lending facility assumed in the transaction with Mobile Mini, as well as, to pay fees and expense related to the Merger and the related financing transactions.

In connection with the repayment of the 2017 ABL facility, the Company wrote off $ 4.4 million of deferred financing costs to loss on extinguishment of debt.

The 2020 ABL Facility matures on July 1, 2025.

Borrowings under the 2020 ABL Facility initially bear interest at (i) in the case of US Dollars, at WSII's option, either an adjusted LIBOR rate plus 1.875 % or an alternative base rate plus 0.875 %, (ii) in the case of Canadian Dollars, at WSII's option, either a Canadian BA rate plus 1.875 % or Canadian prime rate plus 0.875 %, and (iii) in the case of Euros and British Pounds Sterling, an adjusted LIBOR rate plus 1.875 %.

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

At December 31, 2020, t he weighted average interest rate for borrowings under the 2020 ABL Faci lity was 2.05 % .

T he weighted average interest rate on the balance outstanding as of year end, as adjusted for the effects of the interest rate swap agreements was 2.94 % .

Borrowings under the 2020 ABL Facility initially bore interest at (i) in the case of US Dollars, at WSII's option, either an adjusted LIBOR rate plus 1.875 % or an alternative base rate plus 0.875 %, (ii) in the case of Canadian Dollars, at WSII's option, either a Canadian BA rate plus 1.875 % or Canadian prime rate plus 0.875 %, and (iii) in the case of Euros and British Pounds Sterling, an adjusted LIBOR rate plus 1.875 %.

On December 13, 2021, due to the upcoming transition of LIBOR, the 2020 ABL Facility was amended to adjust the rate for borrowings denominated in Euros from a LIBOR-based rate to the EURIBOR (Euro Interbank Offered Rate) rate plus 1.875 % and to adjust the rate of borrowings denominated in British Pounds Sterling from a LIBOR-based rate to the SONIA (Sterling Overnight Index Average) r ate plus 1.9076 %.

On December 16, 2021, the 2020 ABL Facility was amended to permit (i) the merger of WSII with and into Williams Scotsman, Inc.

("WSI") and (ii) WSI to assume the duties and obligations of WSII, the administrative borrower of the 2020 ABL Facility.

At December 31, 2021, the weighted average interest rate for borrowings under the 2020 ABL Facility was 1.99 % .

T he weighted average interest rate on the balance outstanding at December 31, 2021, as adjusted for the effects of the interest rate swap agreements wa s 2.71 % .

Refer to Note 13 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 December 31, 2020, the Line Cap was $ 2.4 billion and the Borrowers had $ 1.1 billion of available borrowing capacity under the 2020 ABL Facility, including $ 681.0 million under the US ABL Facility and $ 400.0 million un der the Multicurrency Facility.

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

At December 31, 2021, the Line Cap was $ 2.4 billion and the Borrowers had $ 743.6 million of available borrowing capacity under the 2020 ABL Facility, including $ 343.6 million under the US ABL Facility and $ 400.0 million under the Multicurrency Facility.

Borrowing capacity under the 2020 ABL Facility is made available for up to $ 208.1 million of letters of credit and up to $ 168.5 million of swingline loans.

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The Company had issued $ 11.9 million of standby letters of credit under the 2020 ABL Facility at December 31, 2021.

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

The Company had $ 1.6 billion outstanding principal under the 2020 ABL Facility at December 31, 2021.

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On December 13, 2019, the Company completed a partial redemption of $ 30.0 million of the 2022 Secured Notes at a redemption price of 103 % using proceeds from its 2017 ABL Facility.

The Company recorded a loss on extinguishment of debt

of $ 1.5 million, which included $ 0.9 million of an early redemption premium and $ 0.6 million related to the write-off of unamortized deferred financing fees.

The Company recorded a loss on extinguishment of debt of $ 1.5 million, which included $ 0.9 million of an early redemption premium and $ 0.6 million related to the write-off of unamortized deferred financing fees.

In connection with the Merger and related financing transactions in the third quarter of 2020, using proceeds from the 2025 Secured Notes discussed below, the Company redeemed all of its 2022 Secured Notes and recorded a loss on extinguishment of debt in the consolidated statements of operations of $ 15.2 million comprised of a redemption premium of $ 10.6 million and write off of unamortized deferred financing fees of $ 4.6 million.

As of December 31, 2019, unamortized debt issuance costs pertaining to the 2022 Secured Notes were $ 5.4 million.

2023 Senior Secured Notes

In connection with the acquisition of ModSpace in 2018, $ 300.0 million in aggregate principal amount of its 6.875 % senior secured notes due August 15, 2023 (the “2023 Secured Notes”) were issued.

In 2018, WSII issued $ 300.0 million in aggregate principal amount of 6.875 % senior secured notes due August 15, 2023 (the “2023 Secured Notes”).

Interest was payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019.

On May 14, 2019, WSII completed a tack-on offering of $ 190.0 million in aggregate principal amount to the initial 2023 Secured Notes (the "Tack-On Notes").

On May 14, 2019, a tack-on offering of $ 190.0 million in aggregate principal amount to the initial 2023 Secured Notes (the "Tack-On Notes") was completed.

The Tack-On Notes were issued as additional securities under the 2023 Secured Notes indenture.

The Tack-On Notes and the initial 2023 Secured Notes were treated as a single class of debt securities under the 2023 Secured Notes indenture.

The Tack-On Notes have identical terms to the initial 2023 Secured Notes, other than with respect to the issue date and issue price.

The Tack-On Notes had identical terms to the initial 2023 Secured Notes, other than with respect to the issue date and issue price.

WSII incurred a total of $ 3.0 million in debt issuance costs in connection with the tack-on offering, which were deferred and were being amortized through the August 15, 2023 maturity date.

Subsequent to the Tack-On Notes, WSII had $ 490.0 million of 6.875 % 2023 Secured Notes.

On August 11, 2020, WSII redeemed 10 % of the outstanding principal amount of the 2023 Secured Notes, $ 49.0 million, at a redemption price of 103 % plus accrued interest and unpaid interest.

This repayment was funded by borrowings under the Company's 2020 ABL Facility.

Subsequent to the Tack-On Notes, the Company had $ 490.0 million of 6.875 % 2023 Secured Notes.

On August 11, 2020, using borrowings under the Company's 2020 ABL Facility, 10 % of the outstanding principal amount of the 2023 Secured Notes, $ 49.0 million, at a redemption price of 103 % plus accrued interest and unpaid interest was redeemed.

On August 25, 2020, the Company completed a private offering of its 2028 Secured Notes, discussed below, and used the offering proceeds to repay, along with expenses, the $ 441.0 million outstanding principal amount of its 2023 Secured Notes at a redemption price of 103.438 % plus accrued interest and unpaid interest.

The Company recorded a loss on extinguishment of debt in the consolidated statements of operations of $ 22.7 million comprised of a redemption premium of $ 16.6 million and a write off of unamortized deferred financing fees of $ 6.1 million.

Unamortized debt issuance costs of $ 7.2 million were included in the carrying value of the debt as of December 31, 2019.

2025 Senior Secured Notes

In anticipation of the Merger, on June 15, 2020, Picasso Finance Sub, Inc., a newly-formed indirect finance subsidiary (the "Finance Sub") of the Company completed a private offering of $ 650.0 million in aggregate principal amount of its 6.125 % senior secured notes due 2025 (the "2025 Secured Notes").

The 2025 Secured Notes contained provisions requiring repayment, without penalty, in the event the Merger was not consummated.

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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 $ 8.4 million as of December 31, 2021.

The Company may redeem the 2025 Secured Notes at any time before June 15, 2022 at a redemption price equal to 100 % of the principal amount thereof, plus a customary make whole premium for the 2025 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date.

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If the Company undergoes a change of control or sells certain of its assets, the Company may be required to offer to repurchase the 2025 Secured Notes.

On March 26, 2021, using cash on hand and borrowings on the 2020 ABL Facility, the Company redeemed 10 % of the outstanding principal, or $ 65.0 million, of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the consolidated statement of operations of $ 3.2 million comprised of a redemption premium of $ 1.9 million and write- off of unamortized deferred financing fees of $ 1.3 million in the first quarter of 2021.

On June 16, 2021, using cash on hand and borrowings on the 2020 ABL Facility, the Company redeemed 10 % of the outstanding principal, or $ 58.5 million, of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the

consolidated statement of operations of $ 2.8 million comprised of a redemption premium of $ 1.8 million and write-off of unamortized deferred financing fees of $ 1.0 million in the second quarter of 2021.

On and after June 15, 2022, the Company may redeem the 2025 Secured Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount set forth below plus accrued and unpaid interest to but not including the applicable redemption date, subject to the holders' right to receive interest due on an interest payment date falling on or prior to the redemption date, if redeemed during the twelve-month period beginning on June 15 of each of the years set forth below.

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The guarantees of the 2025 Secured Notes by WillScot Equipment II, LLC, a Delaware limited liability company which holds certain of WSII’s assets in the US, will be subordinated to its obligations under the 2020 ABL Facility.

Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $ 12.9 million as of December 31, 2020.

On December 23, 2021, in connection with the merger of WSII with and into WSI, WSI entered into the 2025 Notes Supplemental Indenture, pursuant to which WSI assumed all of WSII's obligations and rights related to the 2025 Secured Notes.

2028 Senior Secured Notes

On August 25, 2020, the Company completed a private offering of $ 500.0 million in aggregate principal amount of 4.625 % senior secured notes due 2028 (the "2028 Secured Notes").

On August 25, 2020, the Company completed a private offering of $ 500.0 million in aggregate principal amount of 4.625 % senior secured notes due 2028 (the "2028 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

The 2028 Secured Notes mature on August 15, 2028.

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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 costs pertaining to the 2028 Secured Notes were $ 7.5 million as of December 31, 2021.

The Company may redeem the 2028 Secured Notes at any time before August 15, 2023 at a redemption price equal to 100 % of the principal amount thereof, plus a customary make whole premium for the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date.

13 unchanged sentences

The guarantees of the 2028 Secured Notes by WillScot Equipment II, LLC, a Delaware limited liability company which holds certain of WSII’s assets in the US, will be subordinated to its obligations under the 2020 ABL Facility.

Unamortized deferred financing costs pertaining to the 2028 Secured Notes were $ 8.4 million as of December 31, 2020.

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

On December 23, 2021, in connection with the merger of WSII with and into WSI, WSI entered into the 2028

Notes Supplemental Indenture, pursuant to which WSI assumed all of WSII's obligations and rights related to the 2028 Secured Notes.

2023 Senior Unsecured Notes

The Company had $ 200.0 million in aggregate principal amount of senior unsecured notes due November 15, 2023.

On June 19, 2019 (the "Redemption Date"), WSII used proceeds from its US ABL Facility to redeem all $ 200.0 million in aggregate outstanding principal amount of the unsecured notes at a redemption price of 102.0 %, plus a make-whole premium

of 1.126 % and any accrued and unpaid interest to, but not including, the Redemption Date.

The Company recorded a loss on extinguishment of $ 7.2 million, which included $ 6.2 million of make-whole premiums and $ 1.0 million related to the write-off of unamortized deferred financing fees.

1 unchanged sentence

The Company maintains finance leases primarily related to transportation equipment.

At December 31, 2020, obligations under the finance leases for certain real property and transportation related equi pment were $ 77.9 million.

The C ompany had no finance leases at December 31, 2019.

At December 31, 2021 and December 31, 2020, obligations under the finance leases for certain real property and transportation related equipment were $ 89.1 million and $ 77.9 million, respectively.

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments for the year ended December 31, 2021.

Mobile Mini Debt

Mobile Mini had $ 250.0 million in aggregate principal amount of 5.875 % senior notes outstanding prior to the Merger.

Interest was payable semi-annually on January 1 and July 1.

In connection with the Merger, these notes were assumed by WillScot Mobile Mini and subsequently redeemed using proceeds from the 2025 Secured Notes discussed above.

9 unchanged sentences

The outstanding shares of the Company's Common Stock are duly authorized, validly issued, fully paid and non-assessable.

On July 30, 2018, WillScot closed a public offering of 8,000,000 shares of its Class A Common Stock at an offering price of $ 16.00 per share.

On August 10, 2018, the underwriters exercised their right to purchase an additional 1,200,000 shares at the public offering price.

The net offering proceeds, including the exercise of the over-allotment option, were $ 139.0 million, after deducting discount and offering expenses of $ 8.2 million.

The Company used the proceeds to fund the ModSpace acquisition and to pay related fees and expenses.

On August 15, 2018, WillScot issued 6,458,229 unregistered shares of its Class A Common Stock to former ModSpace shareholders as part of the consideration paid for ModSpace.

In connection with the private placement, WillScot entered into a registration rights agreement dated July 26, 2018, under which WillScot granted customary registration rights to the holders of the unregistered common shares.

Subject to limited exception, the unregistered shares issued to former ModSpace shareholders could not be sold or otherwise transferred prior to February 15, 2019.

On December 11, 2018, pursuant to the terms of the Warrant Exchange discussed in more detail below, the Company issued 8,205,841 registered Class A common shares.

In connection with the stock compensation vesting and stock option exercises described in Note 17, the Company issued 309,857 shares of Common Stock during the year ended December 31, 2019.

On June 30, 2020, as contemplated by the Merger Agreement, Sapphire Holdings exchanged each of its shares of common stock of Holdings for 1.3261 shares of newly issued WillScot Class A Common Stock (the "Sapphire Exchange").

6 unchanged sentences

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 of $ 0.0001 per share, of WillScot Mobile Mini.

In connection with the Sapphire Exchange described above, stock compensation vesting and stock option exercises described in Note 17, and the warrant exercises described below, the Company issued 13,792,582 shares of Common Stock during the year ended December 31, 2020.

In connection with the Sapphire Exchange described above, stock compensation vesting and stock option exercises described in Note 16, and the warrant exercises described below, the Company issued 6,752,647 and 13,792,582 shares of Common Stock during the years ended December 31, 2021 and 2020, respectively.

Stock Repurchase Program

On August 7, 2020, the Company's Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $ 250 million of its outstanding shares of Common Stock and equivalents.

On April 29, 2021, the Board of Directors approved an increase in repurchase authority to $ 500 million.

Subsequently, 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.

The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing, business, legal, accounting, and other considerations.

The Company may repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion.

The Company may repurchase its shares in open market transactions or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion.

The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time.

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

During the year ended December 31, 2020, no shares of Common Stock were repurchased, and the Company repurchased $ 35.3 million warrants and share equivalents, including withholding taxes on net share settlements of employee stock awards.

2015 Public Warrants

As part of its initial public offering, the Company issued warrants (the “Public W arrants”).

Each Public Warrant entitled the holder to purchase one-half of one share of WillScot Class A Common Stock at a pric e of $ 5.75 per half share (or $ 11.50 pe r whole share), subject to adjustment.

The Company was able to redeem the Public Warrants for $ 0.01 per warrant if the closing price of WillScot’s Class A shares equaled or exceeded $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date the Company sent a notice of redemption to the warrant holders, providing for a 30 -day notice period.

2015 Public Warrant Exchange

On November 8, 2018, WillScot commenced an offer to exchange the Public Warrants for shares of its Class A Common Stock in a cashless transaction (the “Warrant Exchange”).

In the tender offer, each warrant holder had the opportunity to receive 0.18182 registered share of Class A Common Stock in exchange for each warrant tendered by the holder and exchanged pursuant to the offer.

In connection, with the Warrant Exchange 45,131,827 of the outstanding 69,499,694 warrants were tendered and accepted for exchange and 8,205,841 shares of Class A Common Stock were issued.

T he Company capitalized $ 1.8 million of offering expenses within additional paid-in capital in December 2018 in connection with the Warrant Exchange.

As the fair value of the warrants ex changed in the Warrant Exchange offer was less than the fair value of the Common Stock issued, the Company recorded a non-cash deemed dividend of $ 2.1 million for the incremental fair value provided to the warrant holders.

The fair value of the warrants was determined using the over-the-counter market price on December 7, 2018, a Level 2 fair value input.

The fair value of the common stock was determined using the closing market price of the Company's common stock on December 7, 2018 , a Level 1 fair value input.

2015 Public Warrant Redemption

The Company's share price performance target was achieved on January 21, 2020 and, on January 24, 2020, the Company delivered a notice (the "Redemption Notice") to redeem all of its Public Warrants that remained unexercised on February 24, 2020.

As further described in the Redemption Notice and permitted under the warrant agreement, holders of these warrants who exercised them following the date of the Redemption Notice were required to do so on a cashless basis.

From January 1, 2020 through January 24, 2020, 796,610 warrants were exercised for cash, resulting in the Company receiving cash proceeds of $ 4.6 million and the Company issuin g 398,305 sha res of the Company's Class A Common Stock.

After January 24, 2020 through February 24, 2020, 5,836,048 warrants were exercised on a cashless basis.

An aggregate of 1,097,162 shares of the Company's Class A Common Stock was issued in connection with these cashless exercises.

Thereafter, the Company completed the redemption of 38,509 remaining warrants under the Redemption Notice for $ 0.01 per warrant.

At December 31, 2020, no Public Warrants were outstanding.

2015 Private Warrants

The Company also issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “Private Warrants,” and together with the Public Warrants, the "2015 Warrants").

The Private Warrants were purchased at a price of $ 0.50 per unit for an aggregate purchase price of $ 9.75 million.

The Private Warrants are identical to the Public Warrants, except that, if held by certain original investors (or their permitted assignees), the Private Warrants may be exercised on a cashless basis and are not subject to redemption.

During the year ended December 31, 2020, 4,781,700 Private Warrants were repurchased for $ 21.6 million and cancelled.

Additionally, 70,000 Private Warrants were exercised, resulting in the Company receiving cash proceeds of $ 0.4 million and issuing 35,000 shares of Common Stock.

At December 31, 2020, 12,710,000 Private Warrants were outstanding.

2018 Warrants

In connection with the ModSpace acquisition in 2018, WillScot issued warrants to purchase approximately 10.0 million WillScot Class A common shares (the "2018 Warrants") to former shareholders of ModSpace.

Each 2018 Warrant entitles the holder thereof to purchase one share of WillScot Class A Common Stock at an exercise price of $ 15.50 per share, subject to potential adjustment.

Subject to limited exception, the 2018 Warrants were not exercisable or transferable until February 11, 2019.

The 2018 Warrants expire on November 29, 2022.

Under a registration rights agreement dated July 26, 2018, WillScot agreed to file a registration statement by the six-month anniversary of the issuance date.

The registration statement became effective February 12, 2019.

During the year ended December 31, 2020, 195,410 2018 warrants were exercised, on a cashless basis, and 38,802 shares of the Company's Common Stock were issued.

Also during the year ended December 31, 2020, the Company repurchased and subsequently cancelled 51,865 2018 warrants for approximately $ 0.3 million.

At December 31, 2020, 9,730,241 2018 Warrants were outstanding.

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

During the year ended December 31, 2021, the Company repurchased 12,878,490 shares of Common Stock and stock equivalents for $ 365.9 million.

During the year ended December 31, 2020, no shares of Common Stock were repurchased, and 1,728,177 shares of stock equivalents were repurchased for $ 35.3 million.

As of December 31, 2021, $ 956.7 million of the approved repurchase pool remained available.

Accumulated Other Comprehen sive Loss

2 unchanged sentences

Balance at December 31, 2018 $ ( 62,608 ) $ ( 5,418 ) $ ( 68,026 )

Other comprehensive loss before reclassifications ( 11,639 ) ( 6,240 ) ( 17,879 )

Reclassifications from AOCI to income (a)

Reclassifications from AOCI to retained earnings (b)

( 2,540 ) — ( 2,540 )

Less other comprehensive income attributable to non-controlling interest 1,068 537 1,605

Balance at December 31, 2018 ( 62,608 ) ( 5,418 ) ( 68,026 )

Other comprehensive income (loss) before reclassifications 10,586 ( 7,930 ) 2,656

1 unchanged sentence

— 3,121 3,121

Less other comprehensive income (loss) attributable to non-controlling interest ( 960 ) 434 ( 526 )

Less other comprehensive (loss) income attributable to non-controlling interest ( 960 ) 434 ( 526 )

Balance at December 31, 2019 ( 52,982 ) ( 9,793 ) ( 62,775 )

5 unchanged sentences

Balance at December 31, 2020 ( 24,694 ) ( 12,513 ) ( 37,207 )

(a) For the years ended December 31, 2020, 2019 and 2018, $ 10.1 million, $ 3.3 million and $ 0.4 million, respectively, was reclas sified from AOCI into the consolidated statement of operations within interest expense related to the interest rate swaps discussed in Note 14.

For the years ended December 31, 2020, 2019 and 2018 , the Company recorded a tax bene fit of $ 2.4 million, $ 0.8 million and $ 0.1 million associated with this reclassification, respectively.

(b) In the first quarter of 2018, the Company elected to early adopt ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which resulted in a discrete reclassification of $ 2.5 million from accumulated other comprehensive loss to accumulated deficit effective January 1, 2018.

Other comprehensive loss before reclassifications ( 880 ) ( 2,985 ) ( 3,865 )

Reclassifications from AOCI to income (a)

— 12,001 12,001

Balance at December 31, 2021 $ ( 25,574 ) $ ( 3,497 ) $ ( 29,071 )

(a) For the years ended December 31, 2021, 2020 and 2019, $ 12.0 million, $ 10.1 million and $ 3.3 million, respectively, was reclassified from AOCI into the consolidated statements of operations within interest expe nse related to the interest rate swaps discussed in Note 13.

For the years ended December 31, 2021, 2020 and 2019 , the Company recorded tax bene fits of $ 3.0 million, $ 2.4 million and $ 0.8 million, respectively, associated with this reclassification.

NOTE 11 - Warrants

2015 Public Warrants

WillScot was incorporated under the name DEAC on June 26, 2015.

On November 29, 2017, DEAC acquired WSII from Algeco Scotsman Global S.à r.l., which was majority owned by an investment fund managed by TDR Capital.

DEAC domesticated to Delaware and changed its name to WillScot Corporation.

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

Each 2015 Public Warrant entitled the holder to purchase one-half of one share of WillScot Class A Common Stock at a price of $ 5.75 per half share (or $ 11.50 per whole share), subject to adjustment.

The Company was able to redeem the 2015 Public Warrants for $ 0.01 per warrant if the closing price of WillScot’s Class A shares equaled or exceeded $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date the Company sent a notice of redemption to the warrant holders, providing for a 30 -day notice period.

The Company's share price performance target was achieved on January 21, 2020 and, on January 24, 2020, the Company delivered a notice (the "Redemption Notice") to redeem all of its 2015 Public Warrants that remained unexercised on February 24, 2020.

From January 1, 2020 through January 24, 2020, 796,610 warrants were exercised for cash, resulting in the Company receiving cash proceeds of $ 4.6 million and the Company issuing 398,305 shares of the Company's Class A Common Stock.

After January 24, 2020 through February 24, 2020, 5,836,048 warrants were exercised on a cashless basis.

An aggregate of 1,097,162 shares of the Company's Class A Common Stock was issued in connection with these cashless exercises.

On February 24, 2020, the Company completed the redemption of 38,509 remaining warrants under the Redemption Notice for $ 0.01 per warrant.

At December 31, 2021, no 2015 Public Warrants were outstanding.

2015 Private Warrants

DEAC also issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants,” and together with the 2015 Public Warrants, the "2015 Warrants").

The 2015 Private Warrants were purchased at a price of $ 0.50 per unit for an aggregate purchase price of $ 9.75 million.

The 2015 Private Warrants were identical to the 2015 Public Warrants, except that, if held by certain original investors (or their permitted assignees), the 2015 Private Warrants could be exercised on a cashless basis and were not subject to redemption.

During the year ended December 31, 2020, 4,781,700 of the 2015 Private Warrants were repurchased for $ 21.6 million and cancelled.

Additionally, 70,000 of the 2015 Private Warrants were exercised, resulting in the Company receiving cash proceeds of $ 0.4 million and issuing 35,000 shares of Common Stock.

During the year ended December 31, 2021, 3,055,000 of the 2015 Private Warrants were repurchased for $ 25.5 million and cancelled.

In addition, during the year ended December 31, 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, at December 31, 2021 no 2015 Private Warrants were outstanding.

2018 Warrants

In connection with the ModSpace acquisition in 2018, WillScot issued warrants to purchase approximately 10.0 million shares of WillScot Class A Common Stock (the "2018 Warrants") to former shareholders of ModSpace.

Each 2018 Warrant entitles the holder thereof to purchase one share of WillScot Class A Common Stock at an exercise price of $ 15.50 per share, subject to potential adjustment.

The 2018 Warrants expire on November 29, 2022.

During the year ended December 31, 2020, 195,410 of the 2018 warrants were exercised, on a cashless basis, and 38,802 shares of the Company's Common Stock were issued.

Also, during the year ended December 31, 2020, the Company repurchased and subsequently cancelled 51,865 of the 2018 warrants for approximately $ 0.3 million.

During the year ended December 31, 2021, 254,373 of the 2018 Warrants were repurchased for $ 2.9 million and cancelled.

In addition, during the year ended December 31, 2021, 5,397,695 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,835,968 shares of common stock.

At December 31, 2021, 4,078,173 of the 2018 Warrants were outstanding.

The Company accounted for its warrants in the following ways:

(i) the 2015 Public Warrants as liabilities through their final redemption in February 2020, (ii) the 2015 Private Warrants as liabilities through their final repurchase or exercise in May 2021, and (iii) the 2018 Warrants as liabilities until June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled.

Subsequent to June 30, 2020, the 2018 Warrants were equity classified.

The Company determined the following fair values for outstanding warrants recorded as liabilities at December 31:

(in thousands)

December 31, 2021 December 31, 2020

2015 Private Warrants N/A $ 77,404

NOTE 12 – Income Taxes

The components of income tax (benefit) expense for the years ended December 31, 2020 , 2019 and 2018 are comprised of the following:

The components of income tax expense (benefit) for the years ended December 31, 2021, 2020 and 2019 are comprised of the following:

(in thousands) 2021 2020 2019

US Federal and State

Current $ 1,601 $ 827 $ 668

Deferred ( 58,026 ) 1,904 ( 36,149 )

Outside of US

Current 2,104 ( 395 ) 924

Deferred 2,870 ( 4,527 ) ( 4,043 )

Total income tax benefit $ ( 51,451 ) $ ( 2,191 ) $ ( 38,600 )

Federal $ — $ — $ —

State 4,645 1,601 827

Foreign 8,338 2,104 ( 395 )

Federal 31,255 ( 52,822 ) 242

State ( 4,144 ) ( 5,204 ) 1,662

Foreign 9,452 2,870 ( 4,527 )

Total income tax expense (benefit) $ 49,546 $ ( 51,451 ) $ ( 2,191 )

Income tax results differed from the amount computed by applying the US statutory income tax rate of 21% to the income (loss) before income taxes for the following reasons for the years ended December 31, 2021 , 2020 and 2019:

2 unchanged sentences

US $ 161,040 $ 6,597 $ ( 119,099 )

Non-US 17,292 ( 4,257 ) ( 11,348 )

Foreign 48,650 17,292 ( 4,257 )

Total income (loss) before income tax $ 209,690 $ 23,889 $ ( 123,356 )

1 unchanged sentence

Effect of tax rates in foreign jurisdictions 40 128 ( 207 )

State income tax expense (benefit), net of federal benefit 3,962 1,829 ( 2,478 )

Unremitted foreign earnings — — ( 6,793 )

State income tax expense, net of federal benefit 2,602 3,962 1,829

Valuation allowances ( 3,089 ) ( 56,479 ) 961

Non-deductible items 187 ( 233 ) —

(Non-taxable) non-deductible items ( 269 ) 187 ( 233 )

Non-deductible executive compensation 2,309 1,449 490

Non-deductible transaction costs 33 4,425 ( 12 )

Non-deductible (non-taxable) remeasurement of common stock warrant liabilities 5,585 ( 727 ) 23,021

Uncertain tax positions ( 11,748 ) ( 11,166 ) —

1 unchanged sentence

Other 1,638 ( 770 ) 650

Reported income tax benefit $ ( 51,451 ) $ ( 2,191 ) $ ( 38,600 )

Reported income tax expense (benefit) $ 49,546 $ ( 51,451 ) $ ( 2,191 )

Effective income tax rate 23.63 % ( 215.38 ) % 1.78 %

(a) Tax law changes include the following amounts:

2020 and 2019 primarily represents changes in tax law in non-US jurisdictions and 2018 primarily represents US tax reform items.

(a) Tax law changes primarily represents changes in tax law in foreign jurisdictions.

Deferred Income Taxes

19 unchanged sentences

Net deferred income tax liability $ ( 354,879 ) $ ( 307,367 )

In general, FASB ASC Section 740, “Income Taxes” (“ASC 740”) requires us to evaluate the realizability of our deferred tax assets and reduce the deferred tax assets by valuation allowances to the extent we determine some or all of our deferred tax assets are not more likely than not realizable.

In general, FASB ASC Topic 740, “Income Taxes” (“ASC 740”) requires us to evaluate the realizability of our deferred tax assets and reduce the deferred tax assets by valuation allowances to the extent we determine some or all of our deferred tax assets are not more likely than not realizable.

To determine the realizability, ASC 740 requires consideration of sources of available taxable income of the proper character and within the time period before which our deferred tax assets, if any, expire due to the passage of time.

The Company's valuation allowance decreased by $ 14.8 million from 2020.

An increase of $ 1.5 million was recorded in purchase accounting for the Merger in relation to state net operating losses deemed not more likely than not to be realized and a decrease in the change in estimate about the realizability of deferred tax assets for a total amount of $ 56.6 million was recorded as a tax benefit.

Prior to the Merger, the Company's sources of taxable income were insufficient to realize a significant portion of WillScot's historical deferred tax assets.

As a result, at December 31, 2019, the Company maintained valuation allowances of approximately $ 80.2 million to cover deferred tax assets that were not realizable.

The significant WillScot historical deferred tax assets covered by valuation allowances were net operating losses and deferred interest expense.

On July 1, 2020, with the Merger, estimates for future taxable income increased significantly;

accordingly, the Company concluded that a substantial portion of WillScot's historical deferred tax assets that were previously covered by valuation allowances became more likely than not realizable.

As a result, the Company reversed $ 54.6 million of valuation allowances as a discrete benefit in the third quarter of 2020 relating to the Merger.

The significant deferred tax assets of the Company are comprised of net operating losses and deferred interest expense.

A small percentage of the net operating losses are subject to an annual limitation based on tax law for which a valuation allowance continues to be maintained.

Tax loss carryforwards at December 31, 2020 are outlined in the table below and include US Federal, US State and non-US (Mexico, Canada and UK).

An increase of $ 0.1 million was recorded in purchase accounting for the Merger in relation to state net operating losses deemed not more likely than not to be realized and a decrease of $ 14.7 million is primarily related to unused capital losse s with a corresponding reduction of the related deferred tax asset of $ 12.3 million.

The net tax benefit of $ 2.2 million is reflected in the rate reconciliation table above under valuation allowances.

Tax loss carryforwards as of December 31, 2021 are outlined in the table below and include US Federal, US State and foreign (Canada and Mexico).

The availability of these tax losses to offset future income varies by jurisdiction.

Furthermore, the ability to utilize the ta x losses may be subject to additional limitations upon the occurrence of certain events, such as a change in the ownership of the Company.

The Company anticipates that our remaining available net operating losses will be consumed prior to their expiration.

Furthermore, the ability to utilize the tax losses may be subject to additional limitations upon the occurrence of certain events, such as a change in the ownership of the Company.

Some of the Company’s tax attributes are subject to annual limitations due to historical changes in ownership from acquisitions, mergers or other related ownership shift events;

however, the Company anticipates that our remaining available net operating losses will be consumed prior to their expiration.

The Company’s tax loss carryforwards are as follows at December 31, 2021:

(in thousands) Loss

Carryforward Expiration

Carryforward Deferred Tax Expiration

Jurisdiction:

1 unchanged sentence

US - State 632,922 34,332 2022 –2041, Indefinite

Foreign - Mexico & Canada 14,100 2025 – 2038

Foreign - Canada and Mexico 3,892 1,218 2026 – 2037

Total $ 1,869,531 $ 286,470

4 unchanged sentences

The Company’s tax returns are subject to examination by the applicable tax authorities prior to the expiration of statute of limitations for assessing additional taxes, which generally ranges from two to five years after the end of the applicable tax year.

Therefore, as of December 31, 2020 , tax years for 2014 through 2020 generally remain subject to examination by the tax authorities.

As of December 31, 2021, generally, tax years for 2014 through 2021 remain subject to examination by the tax authorities.

In addition, in certain taxing jurisdictions, in the case of carryover tax attributes to years open for assessment, such attributes may be subject to reduction by taxing authorities.

7 unchanged sentences

Unrecognized tax benefits – December 31, $ 44,314 $ 54,494 $ 63,747

At December 31, 2020, 2019 and 2018, respectively, there we re $ 53.2 million, $ 59.3 million and $ 60.0 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

At December 31, 2021, 2020 and 2019, respectively, there were $ 43.3 million, $ 53.2 million and $ 59.3 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

The Company classifies interest on tax deficiencies and income tax penalties within income tax expense.

During the years ended December 31, 2021, 2020 and 2019, the Company recognized approximately $( 1.0 ) million, $( 0.9 ) million, and $ 0.8 million in interest and penalties, respectively.

The Company had approximately $ 1.5 million and $ 2.4 million for the payment of interest and penalties accrued at December 31, 2020 and 2019, respectively.

The Company accrued approximately $ 0.6 million and $ 1.5 million for the payment of interest and penalties at December 31, 2021 and 2020, respectively.

Future tax settlements or statute of limitation expirations could result in a change to the Company’s uncertain tax positions.

The Company believes that it is reasonably possible that approximately $ 11.3 million of unrecognized tax benefits, as of December 31, 2020, could decrease in the next twelve months as a result of statute of limi tation expirations, audit settlements or resolution of tax uncertainties.

The Company believes that it is reasonably possible that approximately $ 0.9 million of unrecognized tax benefits, as of December 31, 2021, could decrease in the next twelve months as a result of the expiration of statutes of limitation, audit settlements or resolution of tax uncertainties.

NOTE 13 - Derivatives

12 unchanged sentences

(in thousands) 2021 2020 2019

Loss recognized in OCI $ ( 2,288 ) $ ( 6,280 ) $ ( 7,777 )

Location of loss recognized in income Interest expense Interest expense Interest expense

Gain (loss) recognized in OCI $ 11,677 $ ( 2,288 ) $ ( 6,280 )

Location of loss recognized in income Interest expense, net Interest expense, net Interest expense, net

Loss reclassified from AOCI into income (effective portion) $ ( 12,001 ) $ ( 10,125 ) $ ( 3,254 )

10 unchanged sentences

(in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

US ABL Facilities (a)

$ 1,263,833 $ — $ 1,304,612 $ — $ 885,245 $ — $ 903,000 $ —

Multicurrency Facility (a)

— $ — — — — — — —

2022 Secured Notes (a)

— — — — 264,576 — 282,250 —

2023 Secured Notes (a)

US ABL Facility (a)

$ 1,612,783 $ — $ 1,644,500 $ — $ 1,263,833 $ — $ 1,304,612 $ —

4 unchanged sentences

Total $ 2,623,390 $ — $ 2,711,970 $ — $ 2,392,456 $ — $ 2,518,308 $ —

(a) The carrying values of the US ABL Facilities, the Multicurrency Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 40.8 million, $ 0 , $ 12.9 million, and $ 8.4 million of unamortized debt issuance costs as of December 31, 2020, which were presented as a direct reduction of the corresponding liability.

The carrying values of the US ABL Facility, the Canadian ABL Facility, the 2022 Secured Notes, and the 2023 Secured Notes inclu ded $ 17.8 million, $ 0 , $ 5.4 million, and $ 7.2 million of unamortized debt issuance costs at December 31, 2019, which were presented as a direct reduction of the corresponding liability.

There were no tran sfers of financial instruments between the three levels of the fair value hierarchy during the years ended December 31, 2020 and 2019.

(a) The carrying values of the US ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 31.7 million, $ 8.4 million, and $ 7.5 million of unamortized debt issuance costs as of December 31, 2021, which were presented as a direct reduction of the corresponding liability.

As of December 31, 2020, t he carrying values of the US ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 40.8 million, $ 12.9 million, and $ 8.4 million of unamortized debt issuance which were presented as a direct reduction of the corresponding liability.

There were no transfers of financial instruments between the three levels of the fair value hierarchy during the years ended December 31, 2021 a nd 2020.

The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates.

The fair value of the 2022 Secured Notes, the 2023 Secured Notes, 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 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 loca tion and the fair value of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 13.

2 unchanged sentences

The value of the Mobile Mini stock options converted to WillScot Mobile Mini stock options in connection with the Merger, was determined utilizing the Black-Scholes option-pricing model and is affected by several variables, the most significant of which are the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the Common Stock on the Merger date, and the estimated volatility of the Common Stock over the term of the equity award.

Estimated volatility is based on the historical volatility of the Company's Common Stock.

The volatility assumption was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history.

The risk-free interest rate is based on the US Treasury yield curve in effect at the time of the Merger.

The key inputs utilized to determine the fair value of the stock options converted included

within the purchase price were expected volatility of 51.92 %, risk free rate of interest 0.17 %, dividend yield of zero and expected life of 2 years.

The key inputs utilized to determine the fair value of the stock options converted included within the purchase price were expected volatility of 51.92 %, risk free rate of interest 0.17 %, dividend yield of zero and expected life of 2 years.

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

When classified as liabilities, warrants traded in active markets with sufficient trading volume represent Level 1 financial instruments as they were publicly traded in active markets and thus had observable market prices which were used to estimate the fair value adjustments for the related common stock warrant liabilities.

When classified as liabilities, warrants not traded in active markets, or traded with insufficient volume, represent Level 3 financial instruments that are valued using a Black-Scholes option-pricing model to estimate the fair value adjustments for the related common stock warrant liabilities.

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

December 31, 2021 December 31, 2020

Carrying Amount Fair Value Carrying Amount Fair Value

(in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

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

Level 3 Disclosures

When the 2015 Private Warrants and 2018 Warrants were classified as liabilities, the Company utilized a Black Scholes option-pricing model to value the warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of operations.

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

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

The volatility assumption was based on a blend of peer group volatility and Company trading history that matched the expected remaining life of the warrants as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history.

The risk-free interest rate was based on the US Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants was assumed to be equivalent to their remaining contractual term.

The dividend rate was based on the historical rate, which the Company anticipated to remain at zero.

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.

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

December 31, 2020

(in thousands) 2015 Private Warrants

Stock Price $ 23.17

Strike Price $ 11.50

Expected Life 1.91

Volatility 41.2 %

Risk Free rate 0.13 %

Dividend yield —

Fair value of warrants $ 12.17

The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2021:

(in thousands) 2015 Private Warrants

Balance - beginning of year $ 77,404

Exercise or conversion ( 78,495 )

Measurement adjustment 25,486

Repurchases ( 24,395 )

Balance - end of year $ —

The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2020:

(in thousands) 2015 Private Warrants 2018 Warrants

Balance- beginning of year $ 72,705 $ 58,369

Exercise or conversion ( 359 ) ( 416 )

Repurchase ( 24,970 ) —

Measurement adjustment 30,028 ( 31,737 )

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

Balance- end of year $ 77,404 $ —

NOTE 15 - Restructuring

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The Company's restructuring plans are generally country or region specific and are typically completed within a one-year period.

Restructuring costs incurred under these plans include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other related costs associated with exit or disposal activities including, but not limited to, costs for consolidating or closing facilities.

Lease exit costs related to the termination of leases for duplicative branches and corporate facilities are now recorded in operating lease liabilities and are not part of the restructuring liabilities.

Restructuring costs incurred under these plans include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other non-lease related costs associated with exit or disposal activities.

Lease exit costs related to the termination of leases for duplicative branches and corporate facilities are recorded in operating lease liabilities and are not part of the restructuring liabilities.

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.

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2021 2020 2019

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

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

Beginning balance $ 1,750 $ 1,750 $ 447 $ — $ 447 $ 4,544 $ 972 $ 5,516

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(a) As a result of the adoption of ASC 842, the January 1, 2019 restructuring liability attributable to “cease-use” locations was reclassified to operating lease assets and 2019 costs related to the termination of leases for duplicative branches and corporate facilities are now recorded in lease impairment charges and other related costs.

The restructuring charges for the year ended December 31, 2020 are primarily driven by termination costs as a result of the elimination of positions due to the Merger and reductions in force as a result of COVID-19.

The Company initiated certain restructuring plans associated with the ModSpace acquisition in order to capture operating synergies as a result of integrating ModSpace into WillScot.

The restructuring charges for the year ended December 31, 2021 are driven by employee termination costs as a result of the elimination of positions due to the Merger.

Th e restructuring charges for the year ended December 31, 2020, are driven by termination costs as a result of elimination of positions due to the Merger and reductions in force as a result of COVID-19.

The restructuring charges in 2019 relate to the Company initiating certain restructuring plans associated with previous acquisitions in order to capture operating synergies as a result of integrating the acquirees into WillScot.

The restructuring activities primarily include the termination of employees in connection with the consolidation of overlapping facilities and functions within our existing business.

The restructuring charges for the year ended December 31, 2018 primarily relate to employee termination costs and lease exist costs in connection with the integration of Acton, Tyson, and ModSpace acquisitions in order to capture operating synergies as a result of integrating these businesses into WillScot.

The restructuring activities include the termination of leases for 26 duplicative branch and corporate facilities and the termination of employees in connection with the consolidation of these overlapping facilities and functions within our existing business.

The restructuring non-cash movements for the year ended December 31, 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)

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$ 3.3 million of charges related to the NA Storage segment;

and $ 7.2 million of unallocated charges.

The $ 6.5 million of restructuring charges for the year ended December 31, 2020 included:

$ 2.1 million of charges pertaining to the NA Modular Segment;

$ 4.0 million of charges related to the NA Storage Segment;

and $ 0.4 million of charges related to the UK Storage Segment.

The $ 3.8 million of restructuring charges for the year ended December 31, 2019 included charges pertaining to the NA Modular segment.

The $ 15.5 million of restructuring charges for the year ended December 31, 2018 included charges pertaining to the NA Modular segment.

NOTE 16 - Stock-Based Compensation

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Granted 52,755 $ 14.69

Vested ( 72,053 ) $ 15.57

Balance December 31, 2019 52,755 $ 14.69

72,053 $ 15.57

Granted 65,959 $ 11.75

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Balance December 31, 2020 57,448 $ 11.75

52,755 $ 14.69

Granted 44,708 $ 29.30

Forfeited ( 8,532 ) $ 29.30

Vested ( 57,448 ) $ 11.75

Balance December 31, 2021 36,176 $ 29.30

57,448 $ 11.75

Compensation expense for RSAs recognized in SG&A expense in the consolidated statements of operations was $ 0.8 million , $ 0.9 million, and $ 1.0 million for the years ended December 31, 2021, 2020, and 2019, respectively.

At December 31, 2021, there was $ 0.5 million of unrecognized compensation cost related to RSAs that was expected to be recognized over the remaining weighted average vesting period of 0.4 years .

The total fair value of RSA's vested in 2021, 2020, and 2019 was $ 1.6 million, $ 0.9 million, and $ 0.9 million, respectively.

Time-Based RSUs

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Forfeited ( 52,648 ) $ 12.78

Vested ( 213,180 ) $ 12.78

Balance December 31, 2019 1,065,305 $ 12.78

852,733 $ 13.60

Granted 632,864 $ 14.37

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Balance December 31, 2020 1,325,862 $ 13.46

1,065,305 $ 12.78

Granted 415,737 $ 27.25

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Balance December 31, 2021 997,451 $ 18.54

1,125,766 $ 13.44

Compensation expense for Time-Based RSUs recognized in SG&A expense in the consolidated statements of operati ons was $ 5.6 million, $ 3.9 million, and $ 2.3 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Compensation expense for Time-Based RSUs recognized in SG&A expense in the consolidated statements of operati ons was $ 9.0 million , $ 5.6 million, and $ 3.9 million for the years ended December 31, 2021, 2020, and 2019, resp ectively.

At December 31, 2021, unrecognized compensation cost related to Time-Based RSUs totaled $ 11.7 million and was expected to be recognized over the remaining weighted average vesting period of 2.0 years .

The total fair value of RSU's vested in 2021, 2020, and 2019 was $ 18.5 million , $ 2.9 million , and $ 2.5 million , respectively.

Included in restructuring costs for the year ended December 31, 2021, was expense of approximately $ 5.9 million recognized as a result of the modification of certain RSUs 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 during the years ended December 31, 2020 and 2019 :

The following table summarizes the Company's Performance-Based RSU award activity during the years ended December 31, 2021 and 2020 and 2019:

Number of Shares Weighted-Average Grant Date Fair Value

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Balance December 31, 2019 288,281 $ 13.22

288,281 $ 13.22

Granted 325,256 $ 16.35

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Balance December 31, 2020 593,388 $ 14.88

593,388 $ 14.88

Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations wa s $ 2.5 million and $ 1.0 million for the years ended December 31, 2020 and 2019, respectively.

For the year ended December 31, 2018, no compensation expense was recognized for Performance-Based RSUs.

Granted 977,645 $ 33.21

Forfeited ( 23,753 ) $ 27.92

Vested ( 10,886 ) $ 14.70

Balance December 31, 2021 1,536,394 $ 26.34

Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations wa s $ 8.3 million , $ 2.5 million and $ 1.0 million for the years ended December 31, 2021, 2020, and 2019, respectively.

At December 31, 2021, unrecognized compensation cost related to Performance-Based RSUs totaled $ 27.6 million and was expected to be recognized over the remaining vesting period of 2.5 years .

Performance-Based RSUs vest based on the Company’s TSR Percentile Ranking as compared against the TSR for the companies comprising the Russell 3000 Group, measured as of the end of the Performance Period, based on the performance goals set forth in the award agreement.

The total fair value of Performance-Based RSU's vested in 2021 and 2020 was $ 0.3 million and $ 0.2 million , respectively.

No Performance-Based RSUs vested in 2019.

Refer to Note 1 for the details of conditions required for the performance-based RSUs to vest.

Included in restructuring costs for the year ended December 31, 2021, was expense of approximately $ 1.3 million recognized as a result of the modification of certain Performance-Based RSUs with the Transition, Separation and Release Agreement entered into on February 25, 2021, with the Company's former President and Chief Operating Officer.

Stock Options

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Mobile Mini Options Weighted-Average Exercise Price per Share

Outstanding options, December 31, 2017

589,257 $ 13.60 — $ —

Outstanding options, December 31, 2018

589,257 $ 13.60 — $ —

( 41,302 ) $ 13.60 — $ —

( 13,767 ) $ 13.60 — $ —

Outstanding options, December 31, 2019

534,188 $ 13.60 — $ —

Balance December 31, 2018 589,257 $ 13.60 — $ —

Forfeited ( 41,302 ) $ 13.60 — $ —

Exercised ( 13,767 ) $ 13.60 — $ —

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

Converted at Merger — $ — 7,361,516 $ 13.52

— $ — ( 428,653 ) $ 13.07

Exercised — $ — ( 428,653 ) $ 13.07

Cancelled in settlement, net of taxes — $ — ( 4,901,408 ) $ 13.04

Outstanding options, December 31, 2020

534,188 $ 13.60 2,031,455 $ 14.78

Fully vested and exercisable options, December 31, 2018 — $ — — $ —

Vested during 2019 133,547 $ 13.60 — $ —

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

Vested during 2020 133,547 $ 13.60 2,031,455 $ 14.78

Balance December 31, 2020 534,188 $ 13.60 2,031,455 $ 14.78

Forfeited — $ — ( 6,240 ) $ 12.19

Exercised — $ — ( 497,572 ) $ 15.21

Balance at December 31, 2021 534,188 $ 13.60 1,527,643 $ 14.66

Fully vested and exercisable options, December 31, 2021

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No options were granted in the years ended December 31, 2021, 2020, or 2019.

In the year ended December 31, 2018, the per share weighted-average fair value of all options grante d was $ 5.51 .

At December 31, 2021, the intrinsic value of stock options outstanding and stock options fully vested and currently exercisable was $ 54.5 million and $ 50.9 million , respectively.

At December 31, 2021, the weighted-average remaining contractual term of options outstanding was 6.2 years for WillScot options and 4.3 years for converted Mobile Mini options.

The total intrinsic value of stock options exercised during the years ended December 31, 2020 and 2019 were $ 30.7 million and less than $ 0.1 million, respectively.

No options were exercised during the year ended December 31, 2018.

The total fair value of stock options vested during the years ended December 31, 2020 and 2019 was $ 31.8 million and $ 1.8 million, respectively.

No stock options vested during the year ended December 31, 2018.

WillScot Options

Com pensation expense for stock option awards, recognized in SG&A expense in the consolidated statements of operations was $ 0.7 million, $ 0.8 million, and $ 0.6 million for the years ended December 31, 2020 , 2019, and 2018, respectively.

The total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2021, 2020, and 2019 were $ 6.2 million, $ 30.7 million and less than $ 0.1 million, respectively.

Com pensation expense for stock option awards, recognized in SG&A expense in the consolidated statements of operations was $ 0.7 million, $ 0.7 million, and $ 0.8 million for the years ended December 31, 2021 , 2020, and 2019, respective ly.

At December 31, 2021, unrecognized compensation cost related to stock option awards totaled $ 0.2 million and is expected to be recognized over the remaining vesting period of 0.2 years .

Conversion of Mobile Mini Options at the Merger

As part of the Merger, on July 2, 2020 the Company converted Mobile Mini's outstanding fully vested stock options to 7,361,516 WillScot Mobile Mini stock options using a conversion ratio of 2.405 as set by the Merger Agreement.

The fair value of these options was valued at $ 19.3 million and is part of the purchase consideration.

The value of stock options converted was determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the Common Stock on the Merger date, and the estimated volatility of the Common Stock over the term of the equity award.

Estimated volatility is based on the historical volatility of the Company’s Common Stock.

The risk-free interest rate is based on the US Treasury yield curve in effect at the time of the Merger.

NOTE 17 - Commitments and Contingencies

At December 31, 2020 and 2019, commitments for the acquisition of rental equipment and property, plant and equipment were $ 5.0 million and $ 4.5 million, res pectively.

Contingencies - Legal Claims

The Company is involved in various lawsuits or claims in the ordinary course of business.

Management believes that there is no pending claim or lawsuit which, if adversely determined, would have a material effect on the Company’s financial condition, results of operations or cash flows.

The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business.

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

As of December 31, 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.

NOTE 18 - Segment Reporting

As a result of the Merger, the Company has evaluated its operating structure and, accordingly, its segment structure and has determined it operates in four reportable segments as follows:

The Company operates in four reportable segments as follows:

North America Modular Solutions ("NA Modular"), North America Storage Solutions ("NA Storage"), United Kingdom Storage Solutions ("UK Storage") and Tank and Pump Solutions ("Tank and Pump").

The NA Modular segment aligns with the WillScot legacy business prior to the Merger and the NA Storage, UK Storage and Tank and Pump segments align with the Mobile Mini segments prior to the Merger.

In connection with the Merger, the Company determined its reportable segments and retrospectively adjusted prior year's presentation to conform to the current presentation of reportable segments.

Prior to the third quarter of 2021, the NA Modular segment represented the activities of WillScot historical segments prior to the Merger, and the NA Storage, UK Storage and Tank and Pump segments represented the segments reported by Mobile Mini prior to the Merger.

During the third quarter of 2021, the majority of the portable storage product business within the NA Modular segment was transitioned to the NA Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the NA Storage segment, representing a shift of approximately $ 5.0 million of revenue and gross margin per quarter from the NA Modular segment to the NA Storage segment.

This adjustment was not made to the historical segment results of prior periods, as the Company believes such adjustments to be immaterial.

Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management.

Transactions between reportable segments are not significant.

In connection with the Merger, the Company determined its reportable segments as discussed above and retrospectively adjusted prior year's presentation to conform to the current presentation of reportable segments.

The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization.

The Company reflects the further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core business operations.

The Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income (loss) to Adjusted EBITDA below.

Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic operating results of the Company.

In addition, the Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income (loss) to Adjusted EBITDA below.

Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company.

The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance.

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Consistent with the financial statements, the segment results only include results from Mobile Mini's operations after July 1, 2020, the Merger date.

Please refer to the Management Discussion

and 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.

Please refer to the Management Discussion and 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.

Year Ended December 31, 2021

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Purchases of rental equipment and refurbishments $ 153,327 $ 14,969 $ 1,693 $ 2,394 $ — $ 172,383

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

Year Ended December 31, 2019

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Adjusted EBITDA $ 356,548 $ — $ — $ — $ — $ 356,548

Selling, general and administrative expense (a) $ 200,895 $ — $ — $ — $ 53,976 $ 254,871

Selling, general and administrative expense $ 235,228 $ — $ — $ — $ 35,776 $ 271,004

Purchase of rental equipment and refurbishments $ 205,106 $ — $ — $ — $ — $ 205,106

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

The following tables present a reconciliation of the Company’s Net Income (Loss) to Adjusted EBITDA for the years ended December 31, 2021, 2020, and 2019, respectively:

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Net income (loss) attributable to non-controlling interest, net of tax — 1,213 ( 421 )

Non-cash deemed dividend related to warrant exchange — — 2,135

Loss on extinguishment of debt 5,999 42,401 8,755

Income tax benefit ( 51,451 ) ( 2,191 ) ( 38,600 )

Income tax expense (benefit) 49,546 ( 51,451 ) ( 2,191 )

Interest expense 117,987 119,886 122,504

Depreciation and amortization 315,567 243,830 187,074

Currency (gains) losses, net ( 355 ) ( 688 ) 2,454

Goodwill and other impairment charges — 2,848 1,600

Fair value loss (gain) on common stock warrant liabilities 26,597 ( 3,461 ) 109,622

Currency losses (gains), net 548 ( 355 ) ( 688 )

Impairment losses on long-lived assets — — 2,848

Restructuring costs, lease impairment expense and other related charges 14,756 11,403 12,429

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Adjusted EBITDA $ 740,393 $ 530,307 $ 356,548

Included in restructuring costs for the year ended December 31, 2021 was expense of approximately $ 7.2 million 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 year ended December 31, 2021, stock-based compensation expense reported in the Statement of Cash Flows included these charges.

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

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

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(a) Two of the Company's directors also serve on the Board of Directors of a consulting firm from which the Company incurs professional fees.

On June 30, 2020, the Company completed the Sapphire Exchange, whereby Sapphire Holdings, an affiliate of TDR, exchanged shares of Class B Common Stock for 10,641,182 shares of Class A Common Stock.

On June 30, 2020, the Company completed the Sapphire Exchange, whereby Sapphire Holdings, an affiliate of TDR Capital, exchanged shares of Class B Common Stock for 10,641,182 shares of Class A Common Stock.

As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock were automatically canceled for no consideration and the existing exchange agreement was automatically terminated.

On August 22, 2018, WillScot’s majority stockholder, Sapphire Holdings, entered into a margin loan (the "Margin Loan") under which all of its WillScot Class A Common Stock was pledged to secure $ 125.0 million of borrowings under the loan agreement.

WillScot is not a party to the loan agreement and has no obligations thereunder, but WillScot delivered an issuer agreement to the lenders under which WillScot has agreed to certain customary obligations relating to the shares pledged by Sapphire Holdings and, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies with respect to the pledged shares.

In connection with the Margin Loan, on August 24, 2018, WSII entered into a two-year supply agreement with Target Logistics Management LLC, an affiliate controlled by Sapphire Holdings, under which, subject to limited exceptions, WSII acquired the exclusive right to supply modular units, portable storage units, and other ancillary products ordered by the affiliate in the US.

On August 21, 2020, Sapphire Holdings entered into an amended and restated margin loan agreement which, among other things, extends the maturity date of the Margin Loan to August 29, 20 22.

As of December 31, 2020, 59,725,558 shares of WillScot Mobile Mini Common Stock, representing approximately 26.1 % of WillScot Mobile Mini’s issued and outstanding Common Stock, and 4,850,000 warrants exercisable for one half share of Common Stock were pledged by Sapphire Holdings under the Margin Loan.

The two-year supply agreement with Target Logistics Managem ent LLC was not renewed.

On August 22, 2018, WillScot’s principal stockholder, Sapphire Holdings, entered into a margin loan (the "Margin Loan") under which all of its shares of WillScot Mobile Mini Common Stock were pledged to secure borrowings of up to $ 125.0 million under the loan agreement.

WillScot Mobile Mini was not a party to the loan agreement and had no obligations thereunder .

On June 29, 2021, Sapphire Holdings repaid all outstanding amounts under the Margin Loan with proceeds from the sale of certain shares of WillScot Mobile Mini and no WillScot Mobile Mini shares remain pledged thereunder.

On March 1, 2021, the Company repurchased from Sapphire Holdings and cancelled 2,750,000 shares of its Common Stock.

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 that certain Shareholders Agreement dated July 1, 2020 between Sapphire Holdings, TDR Capital II Holdings L.P., TDR Capital, L.L.P.

and WillScot Mobile Mini (the "Shareholders Agreement").

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 terms of the Shareholder Agreement.

The Company purchased rental equipment from related party affiliates of $ 2.5 million , $ 3.1 million, and $ 4.7 million for the years ended December 31, 2021, 2020, and 2019, respectively.

NOTE 21 - Quarterly Financial Data

The following tables present certain unaudited consolidated quarterly financial information for each of the eight quarters end ed December 31, 2020.

In line with our filings with the SEC, prior to June 30, 2020, WillScot Mobile Mini refers to historical WillScot Corp.

filed numbers.

Post July 1, 2020, WillScot Mobile Mini refers to the combined company.

(in thousands, except share and per share data)

Quarter Ended (unaudited)

2020 March 31 June 30 September 30 December 31

Leasing and services revenue $ 239,422 $ 241,783 $ 384,776 $ 409,622

Total revenue $ 255,821 $ 256,862 $ 417,315 $ 437,647

Gross profit $ 106,190 $ 109,964 $ 209,564 $ 234,255

Operating income $ 25,373 $ 41,067 $ 25,012 $ 91,263

Net (loss) income $ ( 3,674 ) $ 12,833 $ 16,252 $ 46,468

Net (loss) income attributable to WillScot Mobile Mini $ ( 3,544 ) $ 11,490 $ 16,252 $ 46,468

(Loss) earnings per share - basic $ ( 0.03 ) $ 0.10 $ 0.07 $ 0.20

(Loss) earnings per share - diluted $ ( 0.03 ) $ 0.10 $ 0.07 $ 0.20

Weighted average shares - basic 109,656,646 110,692,426 226,649,993 228,637,826

Weighted average shares - diluted 109,656,646 111,432,963 231,216,573 236,696,853

(in thousands, except share and per share data)

Quarter Ended (unaudited)

2019 March 31 June 30 September 30 December 31

Leasing and services revenue $ 227,292 $ 241,784 $ 249,411 $ 245,755

Total revenue $ 253,685 $ 263,713 $ 268,222 $ 278,045

Gross profit $ 103,331 $ 101,484 $ 99,307 $ 109,191

Operating income $ 21,464 $ 26,294 $ 29,781 $ 39,986

Net (loss) income $ ( 10,029 ) $ ( 11,438 ) $ 996 $ 8,928

Net (loss) income attributable to WillScot Mobile Mini $ ( 9,271 ) $ ( 10,606 ) $ 701 $ 8,054

(Loss) earnings per share - basic $ ( 0.09 ) $ ( 0.10 ) $ 0.01 $ 0.07

(Loss) earnings per share - diluted $ ( 0.09 ) $ ( 0.10 ) $ 0.01 $ 0.07

Weighted average shares - basic 108,523,269 108,693,924 108,720,857 108,793,847

Weighted average shares - diluted 108,523,269 108,693,924 112,043,866 114,080,059

NOTE 20 - Earnings (Loss) Per Share

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The shares of Common Stock issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options or redemption of warrants are included in EPS based on the weighted average number of days in which they were outstanding during the period.

In 2018, 12,425,000 of WillScot's Class A common shares which had previously been held in escrow and excluded from the weighted average common shares calculation were released from escrow as follows:

6,212,500 of the escrowed shares were released to shareholders on January 19, 2018, and the remaining escrowed shares were released to shareholders on August 21, 2018.

Prior to June 30, 2020, the Company had shares of Class B Common Stock which had no rights to dividends or distributions made by the Company and, in turn, were excluded from the EPS calculation.

2 unchanged sentences

Effects of potentially dilutive securities are present ed only in periods in which they are dilutive.

The following table reconciles the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation for year ended December 31, 2020:

(in thousands) December 31, 2020

When liability-classified warrants are in the money and the impact of their inclusion on diluted EPS is dilutive, diluted EPS also assumes share settlement of such instruments through an adjustment to net income available to common stockholders for the fair value (gain) loss on common stock warrant liabilities and inclusion of the number of dilutive shares in the denominator.

The following table reconciles net income (loss) 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 for the years ended December 31:

(in thousands) 2021 2020 2019

Net income (loss) attributable to common shareholders - basic $ 160,144 $ 74,127 $ ( 120,744 )

Fair value gain on common stock warrant liabilities — ( 30,524 ) —

Net income (loss) attributable to common shareholders - dilutive $ 160,144 $ 43,603 $ ( 120,744 )

Weighted average Common Shares outstanding - basic 226,519 169,230 108,684

4 unchanged sentences

Stock Options 1,113 634 —

Class B common shares N/A 5,291 —

Weighted average Common Shares outstanding - dilutive 232,794 177,268 108,684

The Company was in a net loss position for the years ended December 31, 2019 and 2018;

therefore, no dilutive calculation was performed.

For the year ended December 31, 2019, stock options, Time-Based RSUs, Market-Based RSUs, and RSAs representing 534,188 , 1,065,305 , 288,281 , and 52,755 shares of Common Stock, respectively, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

Market-Based RSUs can vest at 0 % to 150 % of the amount granted.

For the year ended December 31, 2018, stock options, Time-Based RSUs and RSAs, representing 589,257 , 852,733 and 72,053 shares of Common Stock, respectively, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

For the years ended December 31, 2019 and 2018, warrants representing 22,093,950 and 22,183,513 shares of Common Stock, respectively, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

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

(in thousands) 2021 2020 2019

Warrants — 2,366 2,320

Time-based RSUs — — 323

Performance-based RSUs 375 — 274

Stock Options — — 534

Class B common shares N/A — 10,641

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data