What changed in this filing

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Item 1. Financial Statements

2022-04-28 compared with 2021-11-05 · 221 added, 623 removed, 463 unchanged (65% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

(in thousands, except share data) March 31, 2022 (unaudited)

December 31, 2021

Cash and cash equivalents $ 11,321 $ 12,699

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

Trade receivables, net of allowances for credit losses at March 31, 2022 and December 31, 2021 of $ 49,258 and $ 47,629 , respectively

403,153 399,887

14 unchanged sentences

Accrued expenses 102,938 100,195

Accrued employee benefits 44,634 68,414

Deferred revenue and customer deposits 172,907 159,639

5 unchanged sentences

Operating lease liabilities - non-current 187,930 194,256

Common stock warrant liabilities — 77,404

Other non-current liabilities 16,064 15,737

3 unchanged sentences

Preferred Stock:

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

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2022 and December 31, 2021

Common Stock:

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

$ 0.0001 par, 500,000,000 shares authorized and 223,174,389 and 223,939,527 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Additional paid-in-capital 3,536,906 3,616,902

2 unchanged sentences

Total shareholders' equity 1,966,185 1,996,763

Total liabilities and equity $ 5,644,181 $ 5,572,205

Total liabilities and shareholders' equity $ 5,857,773 $ 5,773,599

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

1 unchanged sentence

Condensed Consolidated Statements of Operations

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

Three Months Ended March 31,

(in thousands, except share and per share data)

2021 2020 2021 2020

Leasing and services revenue:

14 unchanged sentences

Selling, general and administrative 150,210 117,329

Transaction costs 303 52,191 1,147 63,241

Other depreciation and amortization 19,604 18,324

1 unchanged sentence

Restructuring costs — 3,142

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

Other expense (income), net 1,476 ( 1,012 ) 207 ( 1,757 )

Currency losses, net 138 36

Other income, net ( 1,309 ) ( 1,988 )

Operating income 97,909 75,284

Interest expense 30,990 29,964

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

Fair value loss on common stock warrant liabilities — 27,207

Loss on extinguishment of debt — 3,185

Income (loss) before income tax 67,747 ( 72,726 ) 121,874 5,304

Income tax expense (benefit) 6,644 ( 66,675 ) 35,953 ( 66,170 )

Net income (loss) 61,103 ( 6,051 ) 85,921 71,474

Net income attributable to non-controlling interest, net of tax — — — 1,213

Net income (loss) attributable to WillScot Mobile Mini $ 61,103 $ ( 6,051 ) $ 85,921 $ 70,261

Earnings (loss) per share attributable to WillScot Mobile Mini common shareholders

Income before income tax 66,919 14,928

Income tax expense 15,748 10,481

Net income $ 51,171 $ 4,447

Earnings per share:

Basic $ 0.23 $ 0.02

5 unchanged sentences

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

September 30, Nine Months Ended

September 30,

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

(in thousands)

2021 2020 2021 2020

Net income (loss) $ 61,103 $ ( 6,051 ) $ 85,921 $ 71,474

Other comprehensive income (loss):

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

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

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

Net income $ 51,171 $ 4,447

Other comprehensive (loss) income:

Foreign currency translation adjustment, net of income tax expense of $ 0 for both the three months ended March 31, 2022 and 2021

( 4,074 ) 5,034

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

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

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

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

Net gain on derivatives, net of income tax expense of $ 777 and $ 667 for the three months ended March 31, 2022 and 2021, respectively

Total other comprehensive (loss) income ( 1,753 ) 7,211

Total comprehensive income $ 49,418 $ 11,658

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

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

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

2 unchanged sentences

Net income — — — — 51,171 51,171

Other comprehensive income — — — 7,211 — 7,211

Other comprehensive loss — — — ( 1,753 ) — ( 1,753 )

Stock-based compensation and issuance of Common Stock from vesting 498 — 6,395 — — 6,395

3 unchanged sentences

Balance at March 31, 2022 223,174 $ 22 $ 3,536,906 $ ( 30,824 ) $ ( 1,539,919 ) $ 1,966,185

Net income — — — — 20,371 20,371

Other comprehensive income — — — 5,239 — 5,239

Stock-based compensation and issuance of Common Stock from vesting 60 — 9,038 — — 9,038

Repurchase and cancellation of Common Stock and warrants ( 4,100 ) — ( 35,508 ) — — ( 35,508 )

Issuance of Common Stock from the exercise of options and warrants 4,058 — 384 — — 384

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

Three Months Ended March 31, 2021

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

(in thousands) Shares Amount

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

Net income — — — — 4,447 4,447

4 unchanged sentences

Withholding taxes on net share settlement of stock-based compensation — — ( 3,219 ) — — ( 3,219 )

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

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Changes in Equity (continued)

Nine Months Ended September 30, 2020

Class A Common Stock (1)

Class B Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shareholders' Equity Non-Controlling Interest Total Equity

(in thousands) Shares Amount Shares Amount

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

Net income (loss) — — — — — — 91,785 91,785 ( 130 ) 91,655

Other comprehensive loss — — — — — ( 27,199 ) — ( 27,199 ) ( 2,703 ) ( 29,902 )

Stock-based compensation and issuance of Common Stock from vesting 239 — — — 1,787 — — 1,787 — 1,787

Issuance of Common Stock from the exercise of warrants 1,497 — — — 28,958 — — 28,958 — 28,958

Withholding taxes on net share settlement of stock-based compensation — — — — ( 673 ) — — ( 673 ) — ( 673 )

Balance at March 31, 2021 226,815 $ 23 $ 3,782,649 $ ( 29,996 ) $ ( 1,746,787 ) $ 2,005,889

Net (loss) income — — — — — — ( 15,473 ) ( 15,473 ) 1,343 ( 14,130 )

Other comprehensive income — — — — — 8,139 — 8,139 818 8,957

Reclassification of ModSpace Warrants — — — — 26,216 — — 26,216 — 26,216

Stock-based compensation and issuance of Common Stock from vesting — — — — 2,227 — — 2,227 — 2,227

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 warrants 37 — — — 374 — — 374 — 374

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

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

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

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

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

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

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

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

4 unchanged sentences

Provision for credit losses 8,601 8,516

Impairment losses on right of use assets — 57

Gain on sale of rental equipment and other property, plant and equipment ( 3,232 ) ( 8,128 )

Amortization of debt discounts and debt issuance costs 3,489 3,565

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

Fair value loss on common stock warrant liabilities — 27,207

Loss on extinguishment of debt — 3,185

Stock-based compensation expense 6,395 4,951

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

Unrealized currency losses, net 34 897

Deferred income tax expense 12,362 8,057

Unrealized currency losses (gains), net 86 ( 64 )

Changes in operating assets and liabilities:

3 unchanged sentences

Operating lease assets and liabilities 268 3,577

Accrued interest 2,468 ( 7,657 )

Accounts payable and other accrued expenses ( 1,239 ) ( 13,096 )

2 unchanged sentences

Investing activities:

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

Acquisition ( 57,457 ) —

Proceeds from sale of rental equipment 14,554 15,202

Purchase of rental equipment and refurbishments ( 95,236 ) ( 52,535 )

Proceeds from the sale of property, plant and equipment 16,647 5,825

Proceeds from sale of property, plant and equipment 260 13,729

Purchase of property, plant and equipment ( 10,481 ) ( 7,307 )

3 unchanged sentences

Repurchase and cancellation of Common Stock and warrants ( 77,708 ) ( 81,618 )

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

Receipts from borrowings 152,500 162,000

Payment of financing costs — ( 64,552 )

Repayment of borrowings ( 59,000 ) ( 166,112 )

2 unchanged sentences

Taxes paid on employee stock awards ( 12,295 ) ( 3,219 )

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

Net cash provided by (used in) financing activities 1,586 ( 89,220 )

Effect of exchange rate changes on cash and cash equivalents ( 131 ) 57

4 unchanged sentences

Interest paid 1

$ 22,197 $ 23,050

Income taxes paid, net $ 2,606 $ 588

Capital expenditures accrued or payable $ 28,433 $ 25,975

1 Includes $ 2,961 of payments related to the interest rate swap for the three months ended March 31, 2021.

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

4 unchanged sentences

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.

The Company leases, sells, delivers and installs mobile solutions and storage products through an integrated network of branch locations that spans North America and the UK.

On July 1, 2020, WillScot Corporation, a Delaware corporation (“WillScot”), and Mobile Mini, Inc.

(“Mobile Mini”) merged (the “Merger”).

Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.” and filed an amended and restated certificate of incorporation (the "A&R Charter"), which reclassified all outstanding shares of WillScot Class A Common Stock and converted such shares into shares of Common Stock, par value $ 0.0001 per share, of WillScot Mobile Mini ("WillScot Mobile Mini Common Stock").

The WillScot Class A Common Stock was listed on the Nasdaq Capital Market (Nasdaq:

WSC) up until the Merger, and the WillScot Mobile Mini Common Stock has been listed on the Nasdaq Capital Market (Nasdaq:

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.

The preparation of financial statements in accordance with US Generally Accepted Accounting Principles (“GAAP”) requires that our condensed consolidated financial statements and most of the disclosures in these notes be presented on a historical basis.

Unless the context otherwise requires, the terms “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot Mobile Mini, when referring to periods on or after July 1, 2020 (after the Merger).

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all the information and notes required by GAAP for complete financial statements.

The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements.

The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented.

Subsidiaries are fully consolidated from the dat e of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases.

1 unchanged sentence

All intercompany balances and transactions are eliminated.

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

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

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year.

For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

Reclassifications

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

Recently Issued and Adopted Accounting Standards

Recently Issued Accounting Standards

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

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

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

The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments.

It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions.

In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation.

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

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

Recently Adopted Accounting Standards

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.

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

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

This update was intended to ease the potential burden in accounting for and recognizing the effects of reference rate reform.

It provided 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 the potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and does not expect the impact to be material.

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").

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) ("ASC 606").

ASU 2021-08 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.

NOTE 2 - Acquisitions

Mobile Mini Merger

Purchase Price

Upon completion of the Merger on July 1, 2020, each issued and outstanding share of Mobile Mini Common Stock, par value $ 0.01 per share, converted to 2.405 shares of WillScot Class A Common Stock, par value $ 0.0001 per share, and cash in lieu of any fractional shares.

The Company issued 106,426,721 shares of Class A Common Stock to Mobile Mini stockholders as consideration for the Merger.

The trading price of the Class A Common Stock was $ 12.53 per share on the closing date.

In addition, Mobile Mini stock options converted into WillScot Mobile Mini stock options.

The purchase price was determined as follows:

(in thousands, except share and per share data) July 1, 2020

Mobile Mini Common Stock outstanding 44,252,275

Share conversion ratio 2.405

Common Stock issued 106,426,721

Common Stock per share price as of July 1, 2020 $ 12.53

Fair value of shares of WillScot Class A Common Stock issued $ 1,333,527

Cash paid for fractional shares 30

Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options 19,279

Total purchase price $ 1,352,836

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

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 was recorded as goodwill.

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 fair values of the assets acquired and liabilities assumed.

Opening Balance Sheet

(in thousands) July 1, 2020

Cash and cash equivalents $ 17,203

Trade receivables 87,492

Inventories 8,987

Prepaid expenses and other current assets 13,717

Rental equipment 1,032,672

Property, plant and equipment 160,729

Operating lease assets 92,054

Intangible assets 374,500

Goodwill identified 937,135

Other non-current assets 2,520

Total identifiable assets acquired 2,727,009

Accounts payable ( 29,797 )

Accrued expenses ( 40,335 )

Deferred revenue and customer deposits ( 38,846 )

Operating lease liabilities ( 89,968 )

Debt and finance lease liabilities ( 897,244 )

Deferred tax liabilities ( 276,555 )

Other long-term liabilities ( 1,428 )

Total liabilities assumed ( 1,374,173 )

Purchase Price $ 1,352,836

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

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

(i) The Merger;

(ii) Borrowings under the Company's 2025 Secured Notes and 2020 ABL Facility (both 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 (both as defined in Note 9) repaid in connection with the Merger;

(v) Transaction costs incurred in connection with the Merger;

(vi) 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.

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

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

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

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

(in thousands) Nine Months Ended September 30, 2020

WillScot revenues $ 929,998

Mobile Mini revenues 284,240

Pro forma revenues $ 1,214,238

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

Mobile Mini income before income tax 37,875

Pro forma income before income tax 43,179

Pro forma adjustments to combined income before income tax:

Elimination of Merger transaction costs 80,040 (b)

Impact of fair value mark-ups on rental fleet depreciation ( 2,334 ) (c)

Other depreciation expense and intangible asset amortization ( 11,397 ) (d)

Interest expense ( 6,113 ) (e)

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

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

Pro forma income before income tax 138,978

Income tax expense 22,300 (h)

Pro forma net income $ 116,678

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

(b) Eliminates discrete 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 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.

Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility.

See Note 9 for definitions of terms.

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

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

See Note 9 for definitions of terms.

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

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

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

Other Acquisitions

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

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

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

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

Transaction and Integration Costs

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

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

On July 1, 2020, WillScot Corporation, a Delaware corporation (“WillScot”), and Mobile Mini, Inc.

(“Mobile Mini”) merged (the “Merger”).

Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.”

Asset Acquisition

On March 18, 2022, the Company acquired certain assets and liabilities, which consisted primarily of approximately 400 blast resistant modular units.

Integration Costs

The Company recorded $ 4.1 million and $ 7.3 million in integration costs related to acquisitions and the Merger within selling, general and administrative ("SG&A") expense during the three months ended March 31, 2022 and 2021, respectively.

NOTE 3 - Revenue

1 unchanged sentence

Geographic Areas

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

The Company had total revenue in the following geographic areas for the three months ended March 31, as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2022 2021

5 unchanged sentences

Major Product and Service Lines

Equipment leasing is the Company's core business.

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 value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, and other items used by customers in connection with the Company's products.

1 unchanged sentence

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

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

The Company’s revenue by major product and service line for the three months ended March 31, was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2022 2021

12 unchanged sentences

Total revenues $ 508,894 $ 425,323

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

(a) Includes $ 7.5 million and $ 6.2 million of service revenue for the three months ended March 31, 2022 and 2021, respectively.

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

Leasing and Services Revenue

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

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

Receivables, Contract Assets and Liabilities

As reflected above, approximately 73 % of the Company's rental revenue is generated by lease revenue subject to the guidance in ASC 842.

The customers that are respo nsible for the remaining revenue accounted for under ASC 606 are generally the same customers that rent the Company's equipment.

The majority of r evenue ( 76 % and 73 % for the three months ended March 31, 2022 and 2021, respectively) was generated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC 842").

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

Receivables and Credit Losses

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

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

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

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

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

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

The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations.

For the future services revenues that are expected to be recognized within twelve months, the Company has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations.

The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the costs ultimately incurred to provide those services.

The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions paid to its sales force.

The Company pays its sales force commissions on the sale of new and rental units.

For new and rental unit sales, the period benefited by each commission is less than one year, therefore the commissions are expensed as incurred.

Credit Losses

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

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

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.

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 Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

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 its allowances.

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

The Company's estimate reflects 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 allowance.

Activity in the allowance for credit losses was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2022 2021

Balance at beginning of period $ 47,629 $ 29,258

Net charges to bad debt expense and revenue 9,751 13,062 26,661 22,184

Provision for credit losses, net of recoveries 8,601 8,516

Write-offs ( 7,010 ) ( 5,813 )

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Balance at end of period $ 49,258 $ 31,630

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 three months ended March 31, 2022, $ 20.3 million of deferred revenue relating to these services was recognized as revenue.

As of March 31, 2022 and December 31, 2021, the Company had approximately $ 84.4 million and $ 79.4 million, respectively, of deferred revenue related to these services.

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

The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations.

The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the costs ultimately incurred to provide those services and therefore the Company is applying the optional expedient to omit disclosure of such amounts.

The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions.

The Company pays its sales force commissions on the sale of new and rental units.

For new and rental unit sales, the period benefited by each commission is less than one year;

therefore, the commissions are expensed as incurred.

NOTE 4 - Leases

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

As of March 31, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

(in thousands) Operating Finance

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

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

(in thousands) Nine Months Ended September 30,

The Company’s lease activity during the three months ended March 31, 2022 and 2021 was as follows:

(in thousands) Three Months Ended March 31,

Financial Statement Line 2022 2021

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Selling, general and administrative 715 552

Lease impairment expense and other related charges 0 471

Variable lease expense

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

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

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

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

(in thousands) Nine Months Ended September 30,

During the three months ended March 31, 2022, the Company recorded $ 0.3 million in lease impairment expense and other related charges which is comprised of closed location rent expense.

During the three months ended March 31, 2021, the Company recorded $ 1.3 million in lease impairment expense and other related charges which is comprised of $ 0.5 million loss on lease exit and impairment charges and $ 0.8 million in closed location rent expense.

Supplemental cash flow information related to leases for the three months ended March 31, 2022 and 2021 was as follows:

(in thousands) Three Months Ended March 31,

Supplemental Cash Flow Information 2022 2021

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Assets obtained in exchange for finance leases $ 7,011 $ 3,366

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

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

Weighted-average remaining operating lease terms and the weighted average discount rates as of March 31, 2022 and December 31, 2021 were as follows:

Lease Terms and Discount Rates March 31, 2022 December 31, 2021

Weighted-average remaining lease term - operating leases 6.0 years 6.1 years

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

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

NOTE 5 - Inventories

1 unchanged sentence

(in thousands)

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Raw materials $ 32,600 $ 26,854

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(in thousands)

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Modular space units $ 3,115,582 $ 3,005,195

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Rental equipment, net $ 3,164,084 $ 3,080,981

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

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

Such policies are subject to varying deductibles and other conditions.

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

NOTE 7 - Goodwill

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

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

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

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

Effects of movements in foreign exchange rates 396 ( 56 ) ( 1,858 ) — ( 1,518 )

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

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

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

Balance at March 31, 2022 $ 521,445 $ 492,496 $ 63,240 $ 100,107 $ 1,177,288

The Company had no goodwill impairment during the three months ended March 31, 2022 or the year ended December 31, 2021.

NOTE 8 - Intangibles

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

September 30, 2021

March 31, 2022

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

Intangible assets subject to amortization:

Trade name - ModSpace — $ 3,000 $ ( 3,000 ) $ —

Mobile Mini customer relationships

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Intangible assets subject to amortization:

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

Mobile Mini customer relationships

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Total intangible assets other than goodwill $ 499,500 $ ( 38,822 ) $ 460,678

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

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

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

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

Amortization expense related to intangible assets was $ 6.6 million and $ 7.0 million for the three months ended March 31, 2022 and 2021, respectively.

Based on the carrying value at March 31, 2022, future amortization of intangible assets is expected to be as follows for the years ended December 31:

(in thousands)

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

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

(in thousands, except rates) Interest rate Year of maturity March 31, 2022 December 31, 2021

2025 Secured Notes 6.125 % 2025 $ 518,662 $ 518,117

6 unchanged sentences

Total long-term debt $ 2,790,842 $ 2,694,319

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

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

Asset Backed Lending Facilities ("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 $ 1.3 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.

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:

(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 $ 1.5 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 expenses related to the Merger and the debt 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 in the third quarter of 2020.

(a) As of both March 31, 2022 and December 31, 2021, the Company had no outstanding principal borrowings on the Multicurrency Facility (defined below) and $ 5.7 million and $ 6.2 million, respectively, of related debt issuance costs.

No related debt issuance costs were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $ 5.7 million and $ 6.2 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively.

Asset Backed Lending Facility

On July 1, 2020, certain subsidiaries of the Company entered into an 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”) and (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility" together with the US Facility, the “ABL Facility”), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros.

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

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

Borrowings under the ABL Facility bear interest at a base rate plus an applicable margin determined quarterly by reference to the Company's excess availability for the most recently completed quarter.

Effective January 7, 2022, borrowings under the ABL Facility are subject to the highest applicable margin and bear interest at (i) in the case of US Dollars, at the borrower's option, either an adjusted LIBOR rate plus 2.125 % or an alternative base rate plus 1.125 %, (ii) in the case of Canadian Dollars, at the borrower's option, either a Canadian BA rate plus 2.125 % or Canadian prime rate plus 1.125 %, (iii) in the case of Euros, the EURIBOR rate plus 2.125 %, and (iv) in the case of British Pounds Sterling, the SONIA rate plus 2.125 %.

At March 31, 2022, the weighted average interest rate for borrowings under the ABL Facility was 2.54 % .

T he weighted average interest rate on the balance outstanding at March 31, 2022, as adjusted for the effects of the interest rate swap agreements wa s 3.16 % .

Refer to Note 15 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 September 30, 2021, the Line Cap was $ 2.4 billion and the Borrowers had $ 831.6 million of available borrowing capacity under the 2020 ABL Facility, including $ 431.6 million under the US Facility and $ 400.0 million under the Multicurrency Facility.

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

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

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

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

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

2022 Senior Secured Notes

WSII had $ 270.0 million aggregate principal amount of 7.875 % senior secured notes due December 15, 2022 (the “2022 Secured Notes”).

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.

2023 Senior Secured Notes

WSII had $ 490.0 million of 6.875 % senior secured notes due August 15, 2023 (the “2023 Secured Notes”).

On August 11, 2020, WSII redeemed 10 % of the outstanding principal amount of the 2023 Secured Notes, $ 49.0 million.

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.

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”).

Finance Sub was merged into WSII on July 1, 2020.

The offering proceeds were used to repay the 2022 Secured Notes, repay Mobile Mini senior notes assumed in the acquisition and pay certain fees and expenses related to the Merger and the related financing transactions.

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 condensed 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 condensed 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.

The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125 % per annum.

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 $ 8.9 million as of September 30, 2021.

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”).

The 2028 Secured Notes mature on August 15, 2028.

They bear interest at a rate of 4.625 % per annum.

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

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

At March 31, 2022, the Line Cap was $ 2.4 billion and the Company had $ 646.9 million of available borrowing capacity under the ABL Facility, including $ 246.9 million under the US Facility and $ 400.0 million under the Multicurrency Facility.

At March 31, 2022, borrowing capacity under the ABL Facility allowed for up to $ 204.9 million of letters of credit and up to $ 170.0 million of swingline loans.

At March 31, 2022, letters of credit and bank guarantees carried fees of 2.25 %.

The Company had issued $ 15.1 million of standby letters of credit under the ABL Facility at March 31, 2022.

The Company had $ 1.7 billion outstanding principal under the ABL Facility at March 31, 2022.

Debt issuance costs of $ 29.5 million were included in the carrying value of the ABL Facility at March 31, 2022.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment.

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

At March 31, 2022 and December 31, 2021, obligations under finance leases for certain real property and transportation related equipment were $ 90.7 million and $ 89.1 million, respectively.

Refer to Note 4 for further information.

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

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of March 31, 2022.

NOTE 10 – Equity

On June 30, 2020, as contemplated by the merger agreement, Sapphire Holding S.à r.l.

("Sapphire Holdings"), an affiliate of TDR Capital LLP (“TDR Capital”), 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").

As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock, par value $ 0.0001 per share (the "Class B Common Stock"), were automatically canceled for no consideration and the existing exchange agreement was automatically terminated.

As a result of the Sapphire Exchange, Holdings became a wholly-owned subsidiary of WillScot.

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

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

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

As a result of the Sapphire Exchange, non-controlling interest of $ 63.9 million was reclassified to $ 66.9 million of additional paid-in-capital and $ 3.0 million to accumulated other comprehensive loss, on the condensed consolidated balance sheet.

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

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

In connection with the stock compensation vesting events and stock option exercises described in Note 14, and the warrant exercises described in Note 11, the Company issued 1,298,799 shares of Common Stock during the three months ended March 31, 2022.

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.

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

A share repurchase program 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 and conditions, 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 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 is conducted subject to the covenants in the agreements governing the Company's indebtedness.

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

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

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

During the three months ended March 31, 2022, the Company repurchased 2,070,054 shares of Common Stock and stock equivalents for $ 77.4 million .

As of March 31, 2022, $ 879.3 million of the approved repurchase pool remained available.

Accumulated Other Comprehensive Loss

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

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2022 and 2021 were as follows:

Three Months Ended March 31, 2022

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

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

Other comprehensive income (loss) before reclassifications 5,034 ( 760 ) 4,274

Reclassifications from AOCI to income — 2,937 2,937

Balance at March 31, 2021 ( 19,660 ) ( 10,336 ) ( 29,996 )

Other comprehensive income (loss) before reclassifications 3,093 ( 848 ) 2,245

Reclassifications from AOCI to income — 2,994 2,994

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

Other comprehensive loss before reclassifications ( 4,074 ) ( 569 ) ( 4,643 )

Reclassifications from AOCI to income — 2,890 2,890

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

Balance at March 31, 2022 $ ( 29,648 ) $ ( 1,176 ) $ ( 30,824 )

Three Months Ended March 31, 2021

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

2 unchanged sentences

Reclassifications from AOCI to income — 2,937 2,937

Less other comprehensive loss attributable to non-controlling interest 1,913 790 2,703

Balance at March 31, 2021 $ ( 19,660 ) $ ( 10,336 ) $ ( 29,996 )

Other comprehensive income (loss) before reclassifications 7,982 ( 1,642 ) 6,340

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

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

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

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

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

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

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

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

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

For both the three months ended March 31, 2022 and 2021 , $ 2.9 million, was reclassified from AOCI into interest expense in the condensed consolidated statements of operations related to the interest rate swap discussed in Note 15.

Associated with these reclassifications, t he Company recorded tax expense of $ 0.7 million for both the three months ended March 31, 2022 and 2021.

NOTE 11 – Warrants

2015 Public Warrants

2015 Warrants

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

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

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

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

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.

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 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 exercises.

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

No Public Warrants remain 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”).

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

Additionally, if held by certain original investors (or their permitted assignees), the 2015 Private Warrants could be exercised on a cashless basis and are not subject to redemption.

During the six months ended June 30, 2021, 3,055,000 2015 Private Warrants were repurchased for $ 25.5 million and cancelled.

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

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

As part of its initial public offering, DEAC issued warrants (the “2015 Public Warrants”) each of which entitled the holder to purchase one-half of one share of Common Stock.

As of March 31, 2022, no 2015 Public Warrants remain outstanding.

DEAC also issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”) each of which entitled the holder to purchase one-half of one share of Common Stock.

During the three months ended March 31, 2021, 630,000 of the 2015 Private Warrants were repurchased for $ 4.8 million and cancelled.

As of March 31, 2022, no 2015 Private Warrants remain outstanding.

2018 Warrants

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

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

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

The 2018 Warrants expire on November 29, 2022 .

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

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

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

During the three months ended March 31, 2022, 11,032 of the 2018 Warrants were repurchased for $ 0.2 million and cancelled .

In addition, during the three months ended March 31, 2022, 929,379 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 573,483 shares of common stock.

At March 31, 2022, 3,137,762 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 the outstanding common stock warrants recorded as liabilities:

(in thousands)

September 30, 2021 December 31, 2020

2015 Private Warrants N/A $ 77,404

NOTE 12 – Income Taxes

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

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

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

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

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

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

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

The Company recorded $ 15.7 million and $ 10.5 million of income tax expense for the three months ended March 31, 2022 and 2021, respectively.

The Company’s effective tax rate for the three months ended March 31, 2022 and 2021 was 23.5 % and 70.2 %, respectively.

The effective tax rate for the three months ended March 31, 2022 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes offset by a discrete tax benefit related to employee stock vesting.

The effective t ax rate for the three months ended March 31, 2021 differed from the US statutory rate of 21% due to the permanent add-back related to the mark to market accounting on the Company's warrants.

NOTE 13 - Fair Value Measures

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

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

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 are publicly traded in active markets and thus have observable market prices which are 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.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at March 31, 2022 approximate their respective book values.

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

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Carrying Amount

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(in thousands)

ABL Facilities $ 1,521,518 $ — $ 1,555,500 $ — $ 1,263,833 $ — $ 1,304,612 $ —

ABL Facility $ 1,708,549 $ — $ 1,738,000 $ — $ 1,612,783 $ — $ 1,644,500 $ —

2025 Secured Notes 518,662 — 537,593 — 518,117 — 551,835 —

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Total $ 2,719,941 $ — $ 2,764,473 $ — $ 2,623,390 $ — $ 2,711,970 $ —

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

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

The carrying value of the ABL Facilities, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates.

As of March 31, 2022, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 29.5 million, $ 7.8 million, and $ 7.3 million , respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

As of December 31, 2021, the carrying value of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 31.7 million, $ 8.4 million, and $ 7.5 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates.

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

The classification and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheets are disclosed in Note 15.

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

September 30, 2021 December 31, 2020

Carrying Amount

(in thousands)

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

Total $ — $ — $ — $ — $ 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.

When the 2015 Private 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 Company estimated the volatility of its ordinary shares based on historical volatility that matched the expected remaining life of the warrants.

The risk-free interest rate was based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

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 anticipates 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 three months ended September 30, 2020:

(in thousands) 2015 Private Warrants

Balance - June 30, 2020 $ 34,421

Measurement adjustment 22,303

Balance - September 30, 2020 $ 56,724

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

The dividend rate was based on the historical rate, which the Company anticipated to remain at zero.

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2021:

(in thousands) 2015 Private Warrants

Balance - December 31, 2020 $ 77,404

Exercise or conversion ( 78,495 )

Measurement adjustment 27,056

Repurchases ( 4,679 )

Balance - September 30, 2021 $ —

(in thousands) 2015 Private Warrants 2018 Warrants

Balance - December 31, 2019 $ 72,705 $ 58,369

Exercise or conversion — ( 416 )

Measurement adjustment ( 15,981 ) ( 31,737 )

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

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

NOTE 14 - Restructuring

Restructuring costs include charges associated with exit or disposal activities that meet the definition of restructuring under FASB ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”).

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 other than lease costs accounted for under ASC 842.

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

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

Three Months Ended Nine Months Ended

September 30, September 30,

(in thousands)

2021 2020 2021 2020

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

Charges 1,856 3,854 11,958 4,543

Cash payments ( 3,845 ) ( 2,432 ) ( 5,548 ) ( 3,027 )

Foreign currency translation — 2 — 3

Non-cash movements ( 1,442 ) 133 ( 7,211 ) 116

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

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

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

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

Segments ( as defined in Note 18 )

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

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

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

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

Balance - March 31, 2021 $ 99,781

NOTE 14 - Stock-Based Compensation

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 aggregate 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.

Forfeitures are accounted for as they occur.

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.

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

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

In addition, stock-based payments to non-executive directors include grants of restricted stock awards ("RSAs").

Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot Mobile Mini's Common Stock on the grant date.

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Restricted Stock Awards

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

The following table summarizes the Company's RSA activity :

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

Balance December 31, 36,176 $ 29.30 57,448 $ 11.75

Granted 44,708 29.30 65,959 11.75

Forfeited ( 8,532 ) 29.30 — —

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

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

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

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

September 30, 2021 and 2020, respectively.

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

Balance March 31, 36,176 $ 29.30 57,448 $ 11.75

Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $ 0.3 million and $ 0.2 million for the three months ended March 31, 2022 and 2021, respectively.

At March 31, 2022, there was $ 0.2 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 0.2 years.

Time-Based RSUs

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

The following table summarizes the Company's Time-Based RSU activity :

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

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Vested ( 420,184 ) $ 16.21 ( 344,300 ) $ 13.31

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

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

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

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

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

Balance March 31, 925,607 $ 26.08 1,353,829 $ 17.61

Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 2.2 million and $ 2.1 million for the three months ended March 31, 2022 and 2021, respectively.

At March 31, 2022, unrecognized compensation cost related to Time-Based RSUs totaled $ 22.1 million and is expected to be recognized over the remaining weighted average vesting period of 2.9 years .

Performance-Based RSUs

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

The following table summarizes the Company's Performance-Based RSU award activity :

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

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Forfeited ( 5,046 ) $ 39.10 ( 10,886 ) $ 14.70

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

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

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

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

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

Vested ( 267,964 ) $ 13.22 — $ —

Balance March 31, 2,008,463 $ 33.99 980,483 $ 24.70

Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 3.8 million and $ 1.0 million for the three months ended March 31, 2022 and 2021, respectively.

At March 31, 2022, unrecognized compensation cost related to Performance-Based RSUs totaled $ 55.1 million and is expected to be recognized over the remaining vesting period of 2.8 years .

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

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

For 2022 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P MidCap 400 Index.

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

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 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 Company's Compensation Committee.

The 100 % target payout is tied to performance at the

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

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

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

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

Stock Options

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

The following tables summarize the Company's stock option activity :

WillScot Options Weighted-Average Exercise Price per Share Converted

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Balance December 31 , 2021 534,188 $ 13.60 1,527,643 $ 14.66

Forfeited — — ( 6,240 ) 12.19

Exercised — $ — ( 227,258 ) $ 14.58

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

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

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

Balance March 31, 2022 534,188 $ 13.60 1,300,385 $ 14.67

Fully vested and exercisable options, March 31, 2022 534,188 $ 13.60 1,300,385 $ 14.67

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

Balance December 31, 2020 534,188 $ 13.60 2,031,455 $ 14.78

Converted at Merger — — 7,361,516 13.52

Forfeited — $ — ( 6,240 ) $ 12.19

Exercised — $ — ( 346,247 ) $ 15.89

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

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

Balance March 31, 2021 534,188 $ 13.60 1,678,968 $ 14.57

Fully vested and exercisable options, March 31, 2021 400,641 $ 13.60 1,678,968 $ —

WillScot Options

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

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

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

Compensation expense for stock option awards, recognized in SG&A expense on the condensed consolidated statements of operations, was $ 0.2 million for each of the three months ended March 31, 2022 and 2021.

NOTE 15 - Derivatives

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

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

The receive rate under the terms of the Swap Agreement was 0.39 % and 0.11 % at March 31, 2022 and December 31, 2021, respectively.

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

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

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

(in thousands) Balance Sheet Account March 31, 2022 December 31, 2021

Cash Flow Hedges:

Interest rate swap Accrued expenses $ 2,105 $ 5,259

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

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

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

The fair value of the interest rate swap was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflected the amount that the Company would receive or pay as of March 31, 2022 and December 31, 2021, respectively, for contracts involving the same attributes and maturity dates.

The following table discloses the impact of the interest rate swap, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s combined consolidated statements of operations for the three months ended March 31,:

(in thousands) 2022 2021

Gain (loss) recognized in OCI $ 8,528 $ ( 5,061 )

Location of gain (loss) recognized in income Interest expense Interest expense

Gain recognized in OCI $ 3,098 $ 2,844

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

Loss reclassified from AOCI into income (effective portion) $ 2,890 $ 2,937

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

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

As of March 31, 2022, 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.

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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.

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 and ongoing business operations.

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 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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Reportable Segments

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

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

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

Three Months Ended September 30, 2021

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

Leasing and services revenue:

$ 219,736 $ 101,172 $ 21,691 $ 20,797 $ 363,396

Delivery and installation

58,017 28,330 5,563 7,789 99,699

Sales revenue:

13,483 1,307 580 490 15,860

7,815 3,088 265 429 11,597

Total revenues

299,051 133,897 28,099 29,505 490,552

Cost of leasing and services:

59,260 14,393 4,314 4,481 82,448

Delivery and installation

51,655 19,328 3,238 6,770 80,991

Cost of sales:

10,080 727 368 324 11,499

3,636 1,587 245 135 5,603

Depreciation of rental equipment 46,566 5,366 1,058 3,472 56,462

$ 127,854 $ 92,496 $ 18,876 $ 14,323 $ 253,549

Other selected data:

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

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

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

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

Three Months Ended September 30, 2020

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

Leasing and services revenue:

Leasing $ 192,243 $ 77,041 $ 15,399 $ 15,399 $ 300,082

Delivery and installation 52,144 20,868 4,744 6,938 84,694

Sales revenue:

New units 14,024 3,783 1,011 542 19,360

Rental units 9,456 2,801 499 423 13,179

Total revenues 267,867 104,493 21,653 23,302 417,315

Cost of leasing and services:

Leasing 49,516 9,260 3,382 2,630 64,788

Delivery and installation 44,465 13,120 3,240 5,529 66,354

Cost of sales:

New units 9,484 2,351 726 374 12,935

Rental units 6,356 1,930 466 85 8,837

Depreciation of rental equipment 45,967 4,448 1,168 3,254 54,837

Gross profit $ 112,079 $ 73,384 $ 12,671 $ 11,430 $ 209,564

Other selected data:

Adjusted EBITDA $ 100,281 $ 46,465 $ 8,306 $ 8,507 $ — $ 163,559

Selling, general and administrative expense (a) $ 58,935 $ 31,368 $ 5,533 $ 6,177 $ 62,257 $ 164,270

Purchases of rental equipment and refurbishments $ 34,249 $ 7,234 $ 677 $ 431 $ — $ 42,591

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

Nine Months Ended September 30, 2021

The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three months ended March 31, 2022 and 2021, respectively.

Three Months Ended March 31, 2022

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

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Adjusted EBITDA $ 103,948 $ 63,825 $ 12,544 $ 11,506 $ — $ 191,823

Selling, general and administrative expense (a) $ 192,285 $ 103,501 $ 19,949 $ 18,868 $ 38,840 $ 373,443

Selling, general and administrative expense $ 77,520 $ 47,938 $ 6,514 $ 6,857 $ 11,381 $ 150,210

Purchases of rental equipment and refurbishments $ 57,577 $ 20,171 $ 9,615 $ 7,873 $ — $ 95,236

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

Nine Months Ended September 30, 2020

Three Months Ended March 31, 2021

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

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Adjusted EBITDA $ 97,371 $ 46,322 $ 11,064 $ 8,828 $ — $ 163,585

Selling, general and administrative expense (a) $ 180,791 $ 31,368 $ 5,533 $ 6,177 $ 80,641 $ 304,510

Selling, general and administrative expense $ 62,350 $ 31,089 $ 6,343 $ 5,710 $ 11,837 $ 117,329

Purchases of rental equipment and refurbishments $ 39,135 $ 3,472 $ 6,770 $ 3,158 $ — $ 52,535

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

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

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

The following table presents a reconciliation of the Company’s Net income to Adjusted EBITDA for the three months ended March 31, 2022 and 2021, respectively:

Three Months Ended March 31,

(in thousands) 2022 2021

Net income (loss) $ 61,103 $ ( 6,051 ) $ 85,921 $ 71,474

Income tax expense (benefit) 6,644 ( 66,675 ) 35,953 ( 66,170 )

Net income $ 51,171 $ 4,447

Income tax expense 15,748 10,481

Loss on extinguishment of debt — 3,185

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

Fair value loss on common stock warrant liabilities — 27,207

Interest expense 30,990 29,964

Depreciation and amortization 81,820 74,022

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

Currency losses, net 138 36

Restructuring costs, lease impairment expense and other related charges 263 4,395

4 unchanged sentences

Adjusted EBITDA $ 191,823 $ 163,585

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

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

NOTE 19 - Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to WillScot Mobile Mini by the weighted average number of shares of Common Stock outstanding during the period.

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 were included in EPS based on the weighted average number of days in which they were vested and outstanding during the period.

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.

On June 30, 2020, the Sapphire Exchange was completed, and all shares of Class B Common Stock were cancelled, and Sapphire Holdings received 10,641,182 shares of Common Stock.

Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that would occur if dilutive securities were exercised.

Effects of potentially dilutive securities are presented only in periods in which they are dilutive.

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 attributable to WillScot Mobile Mini common shareholders and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation:

Three Months Ended Nine Months Ended

September 30 September 30

Included in restructuring costs for the three months ended March 31, 2021 was expense of approximately $ 1.4 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.

NOTE 18 - Earnings Per Share

The following table reconciles the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation:

Three Months Ended

(in thousands) 2022 2021

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

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

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

Weighted average Common Shares outstanding - basic 223,491 228,293

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Warrants 1,889 3,927

RSAs 4 — 25 31

Time-based RSUs 483 645

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Weighted average Common Shares outstanding - dilutive 228,956 234,720

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

Three Months Ended Nine Months Ended

September 30 September 30

(in thousands) 2021 2020 2021 2020

Warrants — 18,758 — —

RSAs — 57 — —

Time-based RSUs — 1,352 — —

Performance-based RSUs — 184 — —

Stock Options — 7,630 — —

For the three months ended March 31, 2022, 555,790 shares of Performance-Based RSUs were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

For the three months ended March 31, 2021, warrants representing 3,513,763 shares of Common Stock were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

NOTE 19 - Related Parties

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

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

Related party balances included in the Company’s condensed consolidated balance sheets at March 31, 2022 and December 31, 2021, consisted of the following:

(in thousands) Financial Statement Line Item March 31, 2022 December 31, 2021

Receivables due from affiliates Trade receivables, net of allowances for credit losses $ 50 $ 10

1 unchanged sentence

Total related party liabilities, net $ ( 61 ) $ ( 39 )

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

Related party transactions included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, respectively, consisted of the following:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) Financial Statement Line Item 2022 2021

Leasing revenue from related parties Leasing revenue $ 212 $ 106

Consulting expense to related party Selling, general & administrative expense ( 1,511 ) ( 1,738 ) ( 3,660 ) ( 4,733 )

Consulting expense to related party (a) SG&A expense ( 138 ) ( 1,901 )

Total related party expense, net $ 74 $ ( 1,795 )

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 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 the shareholders agreement dated July 1, 2020 between Sapphire Holdings, TDR Capital II Holdings L.P., TDR Capital, L.L.P.

and WillScot Mobile Mini.

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

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

and TDR Capital, L.L.P.

ceased to be related parties of WillScot Mobile Mini.

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

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

(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.

The Company purchased rental equipment from former related party affiliates for $ 1.8 million for the three months ended March 31, 2021.

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

What changed 10-Q

Item 1. Financial Statements