What changed in this filing

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Item 1. Financial Statements

2022-08-04 compared with 2022-04-28 · 227 added, 155 removed, 529 unchanged (42% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

(in thousands, except share data) June 30, 2022 (unaudited)

December 31, 2021

Cash and cash equivalents $ 11,706 $ 12,699

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

Trade receivables, net of allowances for credit losses at June 30, 2022 and December 31, 2021 of $ 53,544 and $ 47,629 , respectively

440,993 399,887

27 unchanged sentences

Preferred Stock:

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

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2022 and December 31, 2021

Common Stock:

$ 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

$ 0.0001 par, 500,000,000 shares authorized and 216,090,996 and 223,939,527 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Additional paid-in-capital 3,295,747 3,616,902

6 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

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

(in thousands, except share and per share data)

2022 2021 2022 2021

Leasing and services revenue:

17 unchanged sentences

Restructuring costs ( 86 ) 6,960 ( 86 ) 10,102

Currency losses, net 138 36

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

Currency (gains) losses, net ( 127 ) 33 11 69

Other (income) expense, net ( 3,784 ) 719 ( 5,093 ) ( 1,269 )

Operating income 131,661 70,615 229,570 145,899

Interest expense 33,574 29,212 64,564 59,176

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

Fair value (gain) loss on common stock warrant liabilities — ( 610 ) — 26,597

Loss on extinguishment of debt — 2,814 — 5,999

10 unchanged sentences

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended June 30, Six Months Ended

(in thousands)

2022 2021 2022 2021

Net income $ 73,376 $ 20,371 $ 124,547 $ 24,818

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

Foreign currency translation adjustment, net of income tax expense of $ 0 for both the three and six months ended June 30, 2022 and $ 60 and $ 0 for the three and six months ended June 30, 2021, respectively.

( 25,628 ) 3,093 ( 29,702 ) 8,127

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

Net change in derivatives, net of income tax expense of $ 394 and $ 656 for the three months ended June 30, 2022 and 2021, respectively, and $ 1,171 and $ 1,323 for the six months ended June 30, 2022 and 2021, respectively.

1,176 2,146 3,497 4,323

Total other comprehensive (loss) income ( 24,452 ) 5,239 ( 26,205 ) 12,450

3 unchanged sentences

Condensed Consolidated Statements of Changes in Equity

Three Months Ended March 31, 2022

Six Months Ended June 30, 2022

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

8 unchanged sentences

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

Three Months Ended March 31, 2021

Net income — — — — 73,376 73,376

Other comprehensive loss — — — ( 24,452 ) — ( 24,452 )

Stock-based compensation and issuance of Common Stock from vesting 70 — 9,292 — — 9,292

Repurchase and cancellation of Common Stock and warrants ( 7,222 ) — ( 249,515 ) — — ( 249,515 )

Issuance of Common Stock from the exercise of options and warrants 69 — 139 — — 139

Withholding taxes on net share settlement of stock-based compensation — — ( 1,075 ) — — ( 1,075 )

Balance at June 30, 2022 216,091 $ 22 $ 3,295,747 $ ( 55,276 ) $ ( 1,466,543 ) $ 1,773,950

Six Months Ended June 30, 2021

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

8 unchanged sentences

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

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 warrants 4,058 — 384 — — 384

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

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)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

10 unchanged sentences

Deferred income tax expense 31,072 24,389

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

Unrealized currency gains, net ( 71 ) ( 184 )

Other 1,916 —

Changes in operating assets and liabilities:

7 unchanged sentences

Investing activities:

Acquisition ( 57,457 ) —

Acquisitions, net of cash acquired ( 103,927 ) —

Proceeds from sale of rental equipment 35,080 30,437

7 unchanged sentences

Receipts from borrowings 454,322 387,658

Payment of financing costs ( 8,021 ) —

Repayment of borrowings ( 127,607 ) ( 347,225 )

2 unchanged sentences

Taxes paid on employee stock awards ( 13,370 ) ( 3,219 )

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

Net cash used in financing activities ( 20,802 ) ( 182,913 )

Effect of exchange rate changes on cash and cash equivalents ( 306 ) 162

7 unchanged sentences

Capital expenditures accrued or payable $ 39,949 $ 19,099

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

1 Includes $ 5,948 of payments related to the interest rate swap for the six months ended June 30, 2021.

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

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All intercompany balances and transactions are eliminated.

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.

The results of operations for the three and six months ended June 30, 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.

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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):

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):

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NOTE 2 - Acquisitions

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

On July 1, 2020, WillScot 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.

Asset Acquisitions

During the second quarter of 2022, the Company acquired certain assets and liabilities of several smaller entities, which consisted primarily of approximately 4,100 storage units and 1,000 modular units for $ 47.1 million in cash.

The accompanying consolidated financial statements include $ 47.1 million of rental equipment as a result of these acquisitions.

D uring the first quarter of 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.

The Company recorded $ 5.2 million and $ 7.6 million in integration costs related to acquisitions and the Merger within selling, general and administrative ("SG&A") expense during the three months ended June 30, 2022 and 2021, respectively, and $ 9.3 million and $ 15.0 million in integration costs related to acquisitions and the Merger during the six months ended June 30, 2022 and 2021, respectively.

NOTE 3 - Revenue

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Geographic Areas

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

The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2022 and 2021 as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2022 2021 2022 2021

6 unchanged sentences

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.

This includes modular space, portable storage and tank and pump units along with value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, security products, shelving systems and other items used by customers in connection with the Company's products.

Leasing is complemented by new unit sales and sales of rental units.

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 months ended March 31, was as follows:

The Company’s revenue by major product and service line for the three and six months ended June 30, 2022 and 2021 was as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2022 2021 2022 2021

12 unchanged sentences

Total revenues $ 581,642 $ 461,102 $ 1,090,536 $ 886,425

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

(a) Includes $ 6.8 million and $ 7.8 million of service revenue for the three months ended June 30, 2022 and 2021, respectively, and $ 14.3 million and $ 14.0 million of service revenue for the six months ended June 30, 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 ( 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 majority of r evenue ( 73 % and 74 % for the three and six months ended June 30, 2022, respectively, and 73 % for both the three and six months ended June 30, 2021) 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.

The Company is exposed to credit losses from trade receivables and manages credit risk at the customer level.

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 assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review that considers expected billing exposure, 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.

6 unchanged sentences

Activity in the allowance for credit losses was as follows:

Three Months Ended

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

(in thousands) 2022 2021 2022 2021

8 unchanged sentences

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.

During the three months ended June 30, 2022, deferred revenue relating to services billed in advance of $ 20.7 million was recognized as revenue.

As of June 30, 2022 and December 31, 2021, the Company had approximately $ 95.7 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.

7 unchanged sentences

NOTE 4 - Leases

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

As of June 30, 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 three months ended March 31, 2022 and 2021 was as follows:

(in thousands) Three Months Ended March 31,

The Company’s lease activity during the six months ended June 30, 2022 and 2021 was as follows:

(in thousands) Six Months Ended June 30,

Financial Statement Line 2022 2021

17 unchanged sentences

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 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,

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

Supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021 was as follows:

(in thousands) Six Months Ended June 30,

Supplemental Cash Flow Information 2022 2021

5 unchanged sentences

Assets obtained in exchange for finance leases $ 17,065 $ 11,530

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 operating lease terms and the weighted average discount rates as of June 30, 2022 and December 31, 2021 were as follows:

Lease Terms and Discount Rates June 30, 2022 December 31, 2021

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

5 unchanged sentences

(in thousands)

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Raw materials $ 35,411 $ 26,854

4 unchanged sentences

(in thousands)

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Modular space units $ 3,185,153 $ 3,005,195

13 unchanged sentences

Effects of movements in foreign exchange rates ( 354 ) ( 234 ) ( 6,493 ) — ( 7,081 )

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.

Balance at June 30, 2022 $ 520,695 $ 492,318 $ 58,605 $ 100,107 $ 1,171,725

The Company had no goodwill impairment during the six months ended June 30, 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:

March 31, 2022

June 30, 2022

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

17 unchanged sentences

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

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:

Amortization expense related to intangible assets was $ 6.6 million and $ 6.8 million for the three months ended June 30, 2022 and 2021, respectively, and $ 13.2 million and $ 13.8 million for the six months ended June 30, 2022 and 2021, respectively.

Based on the carrying value at June 30, 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 March 31, 2022 December 31, 2021

(in thousands, except rates) Interest rate Year of maturity June 30, 2022 December 31, 2021

2025 Secured Notes 6.125 % 2025 $ 519,215 $ 518,117

6 unchanged sentences

Total long-term debt $ 3,017,678 $ 2,694,319

(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.

(a) As of December 31, 2021, the Company h ad no outst anding principal borrowings on the multicurrency revolving credit facility and $ 6.2 million 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 $ 6.2 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheet as of December 31, 2021.

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 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.

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

The ABL Facility was initially scheduled to mature on July 1, 2025.

Borrowings under 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 were subject to the highest applicable margin and bore 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 %.

On June 30, 2022, certain subsidiaries of the Company entered into an amendment to the ABL Facility to, among other things, extend the expiration date until June 30, 2027 and increase the aggregate principal amount of the revolving credit facilities to $ 3.7 billion, consisting of:

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 3.3 billion (the “US Facility”) and (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros.

The amendment also converted the interest rate for borrowings denominated in US dollars from a LIBOR-based rate to a Term SOFR-based rate with an interest period of one month and adjusted the applicable margins.

The applicable margin for Canadian BA rate, Term SOFR, British Pounds Sterling and Euros loans is 1.50 %.

The applicable margin for base rate and Canadian Prime Rate loans is 0.50 %.

The applicable margins are subject to one step down of 0.25 % based on excess availability or one step up of 0.25 % based on the Company's leverage ratio.

The ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of 0.20 % annually.

At June 30, 2022, the weighted average interest rate for borrowings under the ABL Facility was 3.13 %.

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 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.

At June 30, 2022, the Company had $ 2.0 billion outstanding principal under the ABL Facility, the Line Cap was $ 3.0 billion, and the Company had $ 1.0 billion of available borrowing capacity under the ABL Facility, including $ 724.6 million under the US Facility and $ 309.5 million under the Multicurrency Facility.

At June 30, 2022, borrowing capacity under the ABL Facility allowed for up to $ 204.9 million of letters of credit and up to $ 220.0 million of swingline loans.

The Company had issued $ 15.1 million of standby letters of credit under the ABL Facility at June 30, 2022.

At June 30, 2022, letters of credit and bank guarantees carried fees of 1.625 % annually .

Debt issuance costs of $ 40.2 million were included in the carrying value of the ABL Facility at June 30, 2022.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment.

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.

At June 30, 2022 and December 31, 2021, obligations under finance leases for certain real property and transportation related equipment were $ 95.1 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 March 31, 2022.

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of June 30, 2022.

NOTE 10 – Equity

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.

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 1,437,420 shares of Common Stock during the six months ended June 30, 2022.

Stock Repurchase Program

1 unchanged sentence

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.

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.

During the six months ended June 30, 2022, the Company repurchased 9,304,626 shares of Common Stock and stock equivalents for $ 326.9 million.

As of June 30, 2022, $ 629.8 million of the approved repurchase amount remained available.

In July 2022, the Company's Board of Directors approved an increase to the share repurchase program that authorizes the Company to repurchase up to $ 1.0 billion of its outstanding shares of Common Stock and equivalents.

Accumulated Other Comprehensive Loss

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

Three Months Ended March 31, 2022

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2022 and 2021 were as follows:

Six Months Ended June 30, 2022

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

3 unchanged sentences

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

Three Months Ended March 31, 2021

Other comprehensive loss before reclassifications ( 25,628 ) ( 464 ) ( 26,092 )

Reclassifications from AOCI to income — 1,640 1,640

Balance at June 30, 2022 $ ( 55,276 ) $ — $ ( 55,276 )

Six Months Ended June 30, 2021

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

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

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

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 )

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.

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 )

For the six months ended June 30, 2022 and 2021 , $ 4.5 million and $ 5.9 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 $ 0.4 million and $ 0.7 million for the three months ended June 30, 2022 and 2021, respectively, and $ 1.1 million and $ 1.3 million for the six months ended June 30, 2022 and 2021, respectively.

NOTE 11 – Warrants

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

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.

DEAC 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 six months ended June 30, 2021, 3,055,000 of the 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 of June 30, 2021, no 2015 Private Warrants remained outstanding.

2018 Warrants

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The 2018 Warrants expire on November 29, 2022 .

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.

During the six months ended June 30, 2022, 33,965 of the 2018 Warrants were repurchased for $ 0.6 million and cancelled .

In addition, during the six months ended June 30, 2022, 1,037,379 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 631,863 shares of common stock.

At June 30, 2022, 3,006,829 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.

(i) the 2015 Private Warrants as liabilities through their final repurchase or exercise in May 2021, and (ii) the 2018 Warrants as liabilities until June 30, 2020 after which they are accounted for as equity instruments.

Warrants classified as liabilities were subject to remeasurement at each balance sheet date and transaction date with changes in the estimated fair values of the common stock warrant liabilities and gains and losses on extinguishment of common stock warrant liabilities reported in the consolidated statements of operations.

NOTE 12 – Income Taxes

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.

The Company recorded $ 24.7 million and $ 40.5 million of income tax expense for the three and six months ended June 30, 2022, respectively, and $ 18.8 million and $ 29.3 million of income tax expense for the three and six months ended June 30, 2021, respectively.

The Company’s effective tax rate for the three and six months ended June 30, 2022 was 25.2 % and 24.5 %, respectively.

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

The effective tax rate for the three and six months ended June 30, 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 tax rate for the three and six months ended June 30, 2021 differed from the US statutory rate of 21% primarily due to the permanent add-backs related to changes in the estimated fair values of the Company's common stock warrant liabilities and the impact of the UK statutory rate increase.

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 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:

March 31, 2022 December 31, 2021

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at June 30, 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 values hierarchy:

June 30, 2022 December 31, 2021

Carrying Amount

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Total $ 2,943,198 $ — $ 2,922,153 $ — $ 2,623,390 $ — $ 2,711,970 $ —

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 June 30, 2022, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes include d $ 40.2 million, $ 7.3 million, and $ 7.0 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.

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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:

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

(in thousands) 2015 Private Warrants

Balance - March 31, 2021 $ 99,781

Exercise or conversion ( 78,495 )

Measurement adjustment ( 1,571 )

Repurchases ( 19,715 )

Balance- June 30, 2021 $ —

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

(in thousands) 2015 Private Warrants

Balance - December 31, 2020 $ 77,404

Exercise or conversion ( 78,495 )

Measurement adjustment 25,486

Repurchases ( 24,395 )

Balance - March 31, 2021 $ 99,781

Balance- June 30, 2021 $ —

NOTE 14 - Stock-Based Compensation

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

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.

Granted 35,244 $ 37.17 44,708 $ 29.30

Forfeited — $ — ( 4,266 ) $ 29.30

Vested ( 36,176 ) $ 29.30 ( 57,448 ) $ 11.75

Balance June 30, 35,244 $ 37.17 40,442 $ 29.30

Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $ 0.3 million and $ 0.1 million for the three months ended June 30, 2022 and 2021, respectively.

Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $ 0.6 million and $ 0.3 million for the six months ended June 30, 2022 and 2021, respectively.

At June 30, 2022, there was $ 1.2 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 0.9 years.

Time-Based RSUs

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Vested ( 437,571 ) $ 16.61 ( 347,688 ) $ 13.30

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 .

Balance June 30, 885,807 $ 25.93 1,318,526 $ 17.61

Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 2.5 million and $ 2.4 million for the three months ended June 30, 2022 and 2021, respectively.

Compensation expense for RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 4.7 million and $ 4.3 million for the six months ended June 30, 2022 and 2021, respectively.

At June 30, 2022, unrecognized compensation cost related to Time-Based RSUs totaled $ 18.9 million and is expected to be recognized over the remaining weighted average vesting period of 2.7 years.

Performance-Based RSUs

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Vested ( 313,152 ) $ 16.45 — $ —

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 .

Balance June 30, 1,937,609 $ 33.84 971,292 $ 24.56

Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 6.5 million and $ 2.0 million for the three months ended June 30, 2022 and 2021, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 10.3 million and $ 3.1 million for the six months ended June 30, 2022 and 2021, respectively .

At June 30, 2022, unrecognized compensation cost related to Performance-Based RSUs totaled $ 47.5 million and is expected to be recognized over the remaining vesting period of 1.9 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.

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Exercised — $ — ( 237,819 ) $ 14.51

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

Balance June 30, 2022 534,188 $ 13.60 1,289,824 $ 14.68

Fully vested and exercisable options, June 30, 2022 534,188 $ 13.60 1,289,824 $ 14.68

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

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Exercised — $ — ( 373,132 ) $ 15.77

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 $ —

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

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

WillScot Options

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.

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

Compensation expense for stock option awards, recognized in SG&A expense on the condensed consolidated statements of operations, was $ 0.2 million and $ 0.4 million for the six months ended June 30, 2022 and 2021.

NOTE 15 - Derivatives

On November 6, 2018, the Company entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converts $ 400.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL facility into fixed-rate debt.

The Swap Agreement will terminate on May 29, 2022.

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 0.39 % and 0.11 % at March 31, 2022 and December 31, 2021, respectively.

On November 6, 2018, the Company entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converted $ 400.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL facility into fixed-rate debt.

The Swap Agreement terminated on May 29, 2022.

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

The receive rate under the terms of the Swap Agreement was 0.11 % at December 31, 2021.

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 March 31, 2022 December 31, 2021

The location and the fair value of derivative instruments designated as hedges, at the balance sheet date, was as follows:

(in thousands) Balance Sheet Account December 31, 2021

Cash Flow Hedges:

Interest rate swap Accrued expenses $ 5,259

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,:

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 for contracts involving the same attributes and maturity dates.

(in thousands) 2022 2021

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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 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.

As of June 30, 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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Reportable Segments

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

The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three and six months ended June 30, 2022 and 2021, respectively.

Three Months Ended June 30, 2022

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

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Purchases of rental equipment and refurbishments $ 82,482 $ 34,282 $ 7,604 $ 5,785 $ — $ 130,153

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

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

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Purchases of rental equipment and refurbishments $ 49,364 $ 8,773 $ 4,226 $ 2,919 $ — $ 65,282

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,

Six Months Ended June 30, 2022

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

Leasing and services revenue:

Leasing $ 485,024 $ 252,920 $ 40,727 $ 43,141 $ 821,812

Delivery and installation 129,314 67,067 11,809 17,544 225,734

Sales revenue:

New units 13,365 2,349 617 1,360 17,691

Rental units 19,653 4,368 953 325 25,299

Total revenues 647,356 326,704 54,106 62,370 1,090,536

Cost of leasing and services:

Leasing 132,286 36,160 8,430 8,914 185,790

Delivery and installation 108,023 45,094 7,333 14,652 175,102

Cost of sales:

New units 7,501 1,575 386 1,003 10,465

Rental units 10,485 2,884 657 73 14,099

Depreciation of rental equipment 106,322 14,457 2,290 6,323 129,392

Gross profit $ 282,739 $ 226,534 $ 35,010 $ 31,405 $ 575,688

Other selected data:

Adjusted EBITDA $ 231,829 $ 144,587 $ 24,774 $ 23,968 $ — $ 425,158

Selling, general and administrative expense $ 162,936 $ 96,406 $ 12,524 $ 13,761 $ 26,747 $ 312,374

Purchases of rental equipment and refurbishments $ 140,059 $ 54,453 $ 17,219 $ 13,658 $ — $ 225,389

Six Months Ended June 30, 2021

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

Leasing and services revenue:

Leasing $ 417,243 $ 166,317 $ 39,735 $ 35,546 $ 658,841

Delivery and installation 103,531 44,884 12,589 14,180 175,184

Sales revenue:

New units 14,331 4,048 2,166 1,418 21,963

Rental units 20,501 8,293 949 694 30,437

Total revenues 555,606 223,542 55,439 51,838 886,425

Cost of leasing and services:

Leasing 112,848 22,907 9,025 8,147 152,927

Delivery and installation 95,859 32,483 7,400 11,547 147,289

Cost of sales:

New units 9,250 2,463 1,434 1,014 14,161

Rental units 10,975 5,080 918 294 17,267

Depreciation of rental equipment 97,536 12,269 2,232 6,554 118,591

Gross profit $ 229,138 $ 148,340 $ 34,430 $ 24,282 $ 436,190

Other selected data:

Adjusted EBITDA $ 200,916 $ 95,848 $ 23,392 $ 18,924 $ — $ 339,080

Selling, general and administrative expense $ 125,756 $ 64,761 $ 13,269 $ 11,913 $ 24,017 $ 239,716

Purchases of rental equipment and refurbishments $ 88,499 $ 12,245 $ 10,996 $ 6,077 $ — $ 117,817

The following table presents a reconciliation of the Company’s Net income to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021, respectively:

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

(in thousands) 2022 2021 2022 2021

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Loss on extinguishment of debt — 2,814 — 5,999

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

Fair value (gain) loss on common stock warrant liabilities — ( 610 ) — 26,597

Interest expense 33,574 29,212 64,564 59,176

Depreciation and amortization 86,230 84,515 168,050 158,537

Currency losses, net 138 36

Currency (gains) losses, net ( 127 ) 33 11 69

Restructuring costs, lease impairment expense and other related charges ( 95 ) 7,434 168 11,829

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Adjusted EBITDA $ 233,335 $ 175,495 $ 425,158 $ 339,080

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.

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

Three Months Ended Six Months Ended

June 30 June 30

(in thousands) 2022 2021 2022 2021

Net income - basic $ 73,376 $ 20,371 $ 124,547 $ 24,818

Fair value gain on common stock warrant liabilities — ( 610 ) — —

Net income - dilutive $ 73,376 $ 19,761 $ 124,547 $ 24,818

Weighted average Common Shares outstanding - basic 223,376 228,407 222,197 228,350

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Warrants 1,746 5,705 1,818 4,000

RSAs 18 20 22 36

Time-based RSUs 307 599 395 622

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Weighted average Common Shares outstanding - dilutive 227,484 236,537 226,983 234,899

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 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

Amounts due to affiliates Accrued expenses ( 111 ) ( 49 )

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

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

(in thousands) Financial Statement Line Item 2022 2021

Leasing revenue from related parties Leasing revenue $ 212 $ 106

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

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

(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.

For the three and six months ended June 30, 2022, 1,252,968 and 904,379 shares of Performance-Based RSUs, respectively, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

For the three and six months ended June 30, 2021, no warrants, shares or options were excluded from the computation of diluted EPS.

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