What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-04-27 compared with 2022-11-03 · 285 added, 357 removed, 509 unchanged (56% of the section changed)

1 unchanged sentence

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share data) September 30, 2022

Condensed Consolidated Balance Sheets

(in thousands, except share data) March 31, 2023 (unaudited)

December 31, 2022

Cash and cash equivalents $ 15,918 $ 7,390

Trade receivables, net of allowances for credit losses of $ 56,127 and $ 46,160 , respectively

Trade receivables, net of allowances for credit losses at March 31, 2023 and December 31, 2022 of $ 61,402 and $ 57,048 , respectively

415,344 409,766

28 unchanged sentences

Total liabilities 4,045,827 4,262,351

Commitments and contingencies (see Note 17)

Preferred Stock:

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2023 and December 31, 2022

Common Stock:

$ 0.0001 par, 500,000,000 shares authorized and 211,243,820 and 223,939,527 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

$ 0.0001 par, 500,000,000 shares authorized and 203,723,099 and 207,951,682 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

Additional paid-in-capital 2,667,424 2,886,951

5 unchanged sentences

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Operations (Unaudited)

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

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

(in thousands, except share and per share data)

2022 2021 2022 2021

Leasing and services revenue:

15 unchanged sentences

Other depreciation and amortization 17,173 15,362

Lease impairment expense and other related charges — 601 254 2,328

Restructuring costs — 1,856 ( 86 ) 11,956

Currency losses, net 6,775 137

Other (income) expense, net ( 2,526 ) 1,475 ( 7,642 ) 202

Other income, net ( 3,359 ) ( 1,283 )

Operating income 151,647 81,701

Interest expense 44,866 30,570

Fair value loss on common stock warrant liabilities — — — 26,597

Loss on extinguishment of debt — — — 5,999

Income from continuing operations before income tax 106,781 51,131

3 unchanged sentences

Income from discontinued operations before income tax 4,003 15,787

Income tax expense from discontinued operations 1,986 1,401 5,496 3,612

Gain on sale of discontinued operations 176,078 —

Income tax expense from discontinued operations 45,468 3,664

Income from discontinued operations 134,613 12,123

Net income $ 210,884 $ 51,171

Earnings per share from continuing operations:

Earnings per share from continuing operations attributable to WillScot Mobile Mini common shareholders:

Basic $ 0.37 $ 0.17

Diluted $ 0.36 $ 0.17

Earnings per share from discontinued operations:

Earnings per share from discontinued operations attributable to WillScot Mobile Mini common shareholders:

Basic $ 0.65 $ 0.06

Diluted $ 0.64 $ 0.05

Earnings per share:

Earnings per share attributable to WillScot Mobile Mini common shareholders:

Basic $ 1.02 $ 0.23

5 unchanged sentences

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended September 30, Nine Months Ended

September 30,

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended

(in thousands)

2022 2021 2022 2021

Net income $ 210,884 $ 51,171

Other comprehensive (loss) income:

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

Other comprehensive income (loss):

Foreign currency translation adjustment, net of income tax expense of $ 0 for each of the three months ended March 31, 2023 and 2022

7,934 ( 4,074 )

Net change in derivatives, net of income tax expense of $ 676 for the three months ended September 30, 2021, and $ 1,171 and $ 1,999 for the nine months ended September 30, 2022 and 2021, respectively.

Net (loss) gain on derivatives, net of income tax (benefit) expense of $( 222 ) and $ 777 for the three months ended March 31, 2023 and 2022, respectively

( 667 ) 2,321

Total other comprehensive (loss) income ( 37,733 ) ( 8,956 ) ( 63,938 ) 3,494

Total other comprehensive income (loss) 7,267 ( 1,753 )

Total comprehensive income $ 218,151 $ 49,418

1 unchanged sentence

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Nine Months Ended September 30, 2022

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

Condensed Consolidated Statements of Changes in Equity

Three Months Ended March 31, 2023

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

(in thousands) Shares Amount

1 unchanged sentence

Net income — — — — 210,884 210,884

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

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

Repurchase and cancellation of Common Stock and warrants ( 2,064 ) — ( 77,409 ) — — ( 77,409 )

Issuance of Common Stock from the exercise of options and warrants 800 — 3,313 — — 3,313

Withholding taxes on net share settlement of stock-based compensation — — ( 12,295 ) — — ( 12,295 )

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

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

Other comprehensive income — — — 7,267 — 7,267

Withholding taxes on net share settlement of stock-based compensation — — ( 10,058 ) — — ( 10,058 )

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

Net income — — — — 128,593 128,593

Other comprehensive loss — — — ( 37,733 ) — ( 37,733 )

Stock-based compensation and issuance of Common Stock from vesting 355 — 8,150 — — 8,150

1 unchanged sentence

Issuance of Common Stock from the exercise of options 6 — 68 — — 68

Withholding taxes on net share settlement of stock-based compensation — — ( 518 ) — — ( 518 )

Balance at September 30, 2022 211,244 $ 22 $ 3,112,076 $ ( 93,009 ) $ ( 1,337,950 ) $ 1,681,139

Nine Months Ended September 30, 2021

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

Balance at March 31, 2023 203,723 $ 21 $ 2,667,424 $ ( 62,855 ) $ ( 1,040,666 ) $ 1,563,924

Three Months Ended March 31, 2022

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

(in thousands) Shares Amount

1 unchanged sentence

Net income — — — — 51,171 51,171

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

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

Withholding taxes on net share settlement of stock-based compensation — — ( 12,295 ) — — ( 12,295 )

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

1 unchanged sentence

Issuance of Common Stock from the exercise of options and warrants 800 — 3,313 — — 3,313

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

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 warrants 4,058 — 384 — — 384

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

Net income — — — — 61,103 61,103

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

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

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

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

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

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

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

(in thousands)

7 unchanged sentences

Amortization of debt discounts and debt issuance costs 2,743 3,489

Fair value loss on common stock warrant liabilities — 26,597

Loss on extinguishment of debt — 5,999

Stock-based compensation expense 8,150 6,395

Deferred income tax expense 63,699 12,362

Loss on foreign currency forward contract 7,715 —

Unrealized currency losses, net ( 1,042 ) 86

9 unchanged sentences

Investing activities:

Proceeds from sale of discontinued operation 319,543 —

Proceeds from sale of discontinued operations 403,992 —

Acquisitions, net of cash acquired ( 78,503 ) ( 57,457 )

1 unchanged sentence

Purchase of rental equipment and refurbishments ( 47,128 ) ( 95,236 )

Proceeds from sale of property, plant and equipment 1,645 16,647

Payment for settlement of foreign currency forward contract ( 7,715 ) —

Proceeds from the sale of property, plant and equipment 258 260

Purchase of property, plant and equipment ( 6,736 ) ( 10,481 )

Net cash used in investing activities ( 225,930 ) ( 196,590 )

Net cash provided by (used in) investing activities 271,949 ( 148,360 )

Financing activities:

3 unchanged sentences

Repayment of borrowings ( 558,300 ) ( 59,000 )

Payment of financing costs ( 8,130 ) —

Payment of debt extinguishment premium costs — ( 3,705 )

Principal payments on finance lease obligations ( 3,499 ) ( 5,224 )

Taxes paid on employee stock awards ( 10,058 ) ( 12,295 )

Net cash used in financing activities ( 313,723 ) ( 208,935 )

Net cash (used in) provided by financing activities ( 423,087 ) 1,586

Effect of exchange rate changes on cash and cash equivalents 517 ( 131 )

3 unchanged sentences

Supplemental cash flow information:

Interest paid 1

$ 88,231 $ 75,423

Interest paid, net $ 39,570 $ 22,197

Income taxes paid, net $ 5,653 $ 2,606

Assets acquired under capital leases $ 8,907 $ 7,011

Capital expenditures accrued or payable $ 17,786 $ 28,433

1 Includes $ 8,986 of payments related to the interest rate swap for the nine months ended September 30, 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 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 leases, sells, delivers and installs mobile solutions and storage products through an integrated network of branch locations that spans North America and the UK.

The Company leases, sells, delivers and installs modular space solutions and portable storage products through an integrated network of branch locations that spans North America.

Basis of Presentation and Principles of Consolidation

4 unchanged sentences

All intercompany balances and transactions are eliminated.

The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three months ended March 31, 2023 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, 2022.

1 unchanged sentence

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

Recently Issued Accounting Standards

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805):

Recently Issued and Adopted Accounting Standards

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2021-08, B usiness 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.

ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with FASB Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606").

The Company adopted ASU 2021-08 on January 1, 2023 on a prospective basis.

The adoption of this ASU did not have a material impact on the Company's financial statements or related disclosures.

NOTE 2 - Acquisitions

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.”

WillScot Mobile Mini is the holding company for the Williams Scotsman and Mobile Mini family of companies, which resulted from the combination of WillScot Corporation (“WillScot”) and Mobile Mini, Inc.

(“Mobile Mini”) through a merger that occurred on July 1, 2020 (the "Merger").

Asset Acquisitions

During the third quarter of 2022, the Company acquired certain assets and liabilities of several smaller entities, which consisted primarily of approximately 7,600 storage units and 3,000 modular units, for $ 104.7 million in cash.

During the first six months of 2022, the Company acquired certain assets and liabilities of several smaller entities, which consisted primarily of approximately 4,100 storage units and 1,400 modular units, for $ 103.9 million in cash.

The accompanying consolidated financial statements include $ 202.3 million of rental equipment as a result of 2022 acquisitions.

During the third quarter of 2021, the Company acquired certain assets and liabilities of several smaller entities, which consisted primarily of approximately 11,000 storage units and 400 modular units for $ 56.3 million in cash.

As a result of these acquisitions, the Company recognized $ 53.0 million of rental equipment and $ 3.0 million of land in its consolidated balance sheet.

During the first quarter of 2023, the Company acquired certain assets and liabilities of two regional and local storage and modular companies, which consisted primarily of approximately 300 storage units and 500 modular units for $ 79.6 million in cash.

The accompanying consolidated financial statements include $ 70.4 million of rental equipment and $ 4.5 million of land held for sale as of March 31, 2023 as a result of these acquisitions.

A sale of the acquired land is expected to close before the end of the year.

Integration Costs

The Company recorded $ 3.9 million and $ 8.2 million in integration costs related to acquisitions and the Merger within selling, general and administrative ("SG&A") expense during the three months ended September 30, 2022 and 2021, respectively, and $ 13.2 million and $ 23.2 million in integration costs related to acquisitions and the Merger during the nine months ended September 30, 2022 and 2021, respectively.

NOTE 3 - Divestiture

On August 19, 2022, the Company entered into a stock purchase agreement to sell its Tank and Pump Solutions ("Tank and Pump") business for approximately $ 323 million.

The sale transaction was completed on September 30, 2022.

Exiting the Tank and Pump business represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses.

In accordance with ASC 360, Property, Plant, and Equipment, the Company ceased recording depreciation and amortization for Tank and Pump rental fleet, property, plant and equipment, and operating lease assets during the third quarter of 2022 when the Tank and Pump business initially qualified as held for sale.

In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations , the Company determined that the criteria for discontinued operations presentation were met during the third quarter of 2022.

As part of the divestiture, the Company entered into a customary transition services agreement with the buyer to assist them in the transition of certain functions, including, but not limited to, information technology, accounting and human resources, for a period of six months with an option for the buyer to extend the agreement for a period of up to twelve months.

There will be no significant continuing involvement with the Tank and Pump business after its disposal.

The following tables present the results of Tank and Pump as reported in income from discontinued operations within the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021 and the carrying value of the divested business' assets and liabilities as presented within assets and liabilities held for sale on the condensed consolidated balance sheet as of December 31, 2021.

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

(in thousands) 2022 2021 2022 2021

The Company recorded $ 3.9 million and $ 4.1 million in integration costs related to asset acquisitions and the Merger within selling, general and administrative ("SG&A") expense during the three months ended March 31, 2023 and 2022, respectively.

NOTE 3 - Discontinued Operations

Tank and Pump Divestiture

On September 30, 2022, the Company sold its former Tank and Pump segment for $ 321.9 million.

Exiting the former Tank and Pump segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses.

The criteria for discontinued operations presentation were met during the third quarter of 2022 and results for the former Tank and Pump segment are reported in income from discontinued operations within the consolidated statements of operations for periods presented prior to September 30, 2022.

UK Storage Solutions Divestiture

On December 12, 2022, the Company entered into a stock purchase agreement to sell its former UK Storage Solutions segment.

The sale transaction was completed on January 31, 2023.

Total cash consideration for the transaction was $ 418.1 million.

Exiting the former UK Storage Solutions segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses in North America.

The criteria for discontinued operations presentation were met during the fourth quarter of 2022 and results for the former UK Storage Solutions segment are reported in income from discontinued operations within the consolidated statements of operations for all periods presented.

The carrying value of the former UK Storage Solutions segment's assets and liabilities are presented within assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2022.

The following tables present the results of the former Tank and Pump segment and the former UK Storage Solutions segment as reported in income from discontinued operations within the consolidated statements of operations, and the carrying value of the former UK Storage Solutions segment's assets and liabilities as presented within assets and liabilities held for sale on the consolidated balance sheet.

Three Months Ended March 31, 2023

(in thousands) UK Storage Solutions

Leasing and services revenue:

2 unchanged sentences

Sales revenue:

Rental units 449

Total revenues 8,694

Costs of leasing and services:

Leasing 1,407

Delivery and installation 1,213

Costs of sales:

Rental units 492

Gross profit 5,544

Selling, general and administrative 1,486

Other income, net ( 1 )

Operating income 4,059

Interest expense 56

Income from discontinued operations before income tax 4,003

Gain on sale of discontinued operations 175,708

Income tax expense from discontinued operations 45,468

Income from discontinued operations $ 134,243

Other selected data:

Adjusted EBITDA from discontinued operations $ 4,124

In January 2023, a $ 0.4 million adjustment was made to the gain on sale of the former Tank and Pump segment due to the final contractual working capital adjustment.

Including this adjustment, the total gain on sale of discontinued operations was $ 176.1 million for the three months ended March 31, 2023.

Three Months Ended March 31, 2022

(in thousands) Tank and Pump UK Storage Solutions Total

Leasing and services revenue:

Leasing $ 21,062 $ 20,571 $ 41,633

Delivery and installation 8,325 6,467 14,792

Sales revenue:

New units 682 128 810

11 unchanged sentences

Other depreciation and amortization 2,416 1,825 4,241

Currency losses, net — 1 1

Other expense (income), net 19 ( 45 ) ( 26 )

5 unchanged sentences

Other selected data:

Adjusted EBITDA $ 13,048 $ 10,946 $ 37,016 $ 29,870

(in thousands) December 31, 2021

Adjusted EBITDA from discontinued operations $ 11,506 $ 12,544 $ 24,050

December 31, 2022

(in thousands) UK Storage Solutions

Cash and cash equivalents $ 10,384

Trade receivables, net of allowances for doubtful accounts of $ 300

16 unchanged sentences

Total liabilities held for sale $ 66,854

At December 31, 2021, assets held for sale of $ 1.0 million were not related to the Tank and Pump business and were excluded from the table above.

For the nine months ended September 30, 2022 and 2021, significant operating and investing items related to the Tank and Pump business were as follows:

Nine Months Ended September 30,

For the three months ended March 31, 2022 , significant operating and investing items related to the former Tank and Pump segment were as follows:

Three Months Ended March 31,

(in thousands)

3 unchanged sentences

Proceeds from sale of rental equipment $ 214

Purchase of rental equipment and refurbishments $ ( 19,064 ) $ ( 11,093 )

Proceeds from sale of property, plant and equipment $ — $ 170

Purchase of property, plant and equipment $ ( 403 ) $ ( 1,220 )

The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the Tank and Pump business for the three and nine months ended September 30, 2022 and 2021, respectively.

Purchases of rental equipment and refurbishments $ ( 7,873 )

Purchases of property, plant and equipment $ ( 82 )

The following table presents a reconciliation of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former Tank and Pump segment for the three months ended March 31, 2022.

See Note 16 for further information regarding Adjusted EBITDA.

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

Three Months Ended March 31,

(in thousands) 2022

Income from discontinued operations $ 4,495

Income tax expense from discontinued operations 1,513

Income from discontinued operations before income tax 6,008

1 unchanged sentence

Depreciation and amortization 5,946

Restructuring costs, lease impairment expense and other related charges — — — 2

Integration costs — 5 — 5

Stock compensation expense 104

1 unchanged sentence

Adjusted EBITDA from discontinued operations $ 11,506

For the three months ended March 31, 2023 and 2022 , significant operating and investing items related to the former UK Storage Solutions segment were as follows:

Three Months Ended March 31,

(in thousands)

Operating activities of discontinued operations:

Depreciation and amortization $ — $ 2,963

Investing activities of discontinued operations:

Proceeds from sale of rental equipment $ 514 $ 274

Purchases of rental equipment and refurbishments $ ( 371 ) $ ( 9,615 )

Proceeds from sale of property, plant and equipment $ 8 $ 255

Purchases of property, plant and equipment $ ( 64 ) $ ( 2,265 )

The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former UK Storage Solutions segment for the three months ended March 31, 2023 and 2022, respectively.

See Note 16 for further information regarding Adjusted EBITDA.

Three Months Ended March 31,

(in thousands) 2023 2022

Income from discontinued operations $ 134,243 $ 7,628

Gain on sale of discontinued operations 175,708 —

Income tax expense from discontinued operations 45,468 2,151

Income from discontinued operations before income tax and gain on sale 4,003 9,779

Interest expense 56 244

Depreciation and amortization — 2,963

Currency losses, net — 1

Stock compensation expense ( 196 ) 18

Other 261 ( 461 )

Adjusted EBITDA from discontinued operations $ 4,124 $ 12,544

NOTE 4 - 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, 2022 and 2021 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) 2023 2022

2 unchanged sentences

Mexico 5,353 4,214

UK 26,168 28,099 80,271 83,537

Total revenues $ 565,468 $ 451,171

1 unchanged sentence

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

This includes modular space and portable storage 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.

This includes modular space and portable storage units along with value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, integral tool racking, heavy duty capacity shelving, workstations, electrical and lighting products and other items used by customers in connection with the Company's products.

The Company also offers its lease customers a damage waiver program that protects them in case the leased unit is damaged.

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 and nine months ended September 30, 2022 and 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) 2023 2022

11 unchanged sentences

Total revenues $ 565,468 $ 451,171

(a) Includes $ 8.8 million and $ 7.2 million of service revenue for the three months ended September 30, 2022 and 2021, respectively, and $ 23.1 million and $ 21.2 million of service revenue for the nine months ended September 30, 2022 and 2021, respectively.

(a) Includes $ 5.6 million and $ 5.9 million of service revenue for the three months ended March 31, 2023 and 2022, respectively.

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

Leasing and Services Revenue

The majority of revenue ( 73 % and 74 % for the three and nine months ended September 30, 2022, respectively, and 73 % for both the three and nine months ended September 30, 2021) was generated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC 842").

The majority of r evenue ( 77 % for the both the three months ended March 31, 2023 and March 31, 2022 ) 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.

4 unchanged sentences

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.

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.

The Company monitors ongoing credit exposure through an active review of customer balances against contract terms and due dates.

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

The Company monitors ongoing credit exposure through an active review of customer balances against contract terms and due dates and may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

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.

2 unchanged sentences

Activity in the allowance for credit losses was as follows:

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

Three Months Ended

(in thousands) 2023 2022

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 September 30, 2022, deferred revenue relating to services billed in advance of $ 24.5 million was recognized as revenue.

As of September 30, 2022 and December 31, 2021, the Company had approximately $ 107.9 million and $ 79.4 million , respectively, of deferred revenue related to these services.

During the three months ended March 31, 2023, deferred revenue relating to services billed in advance of $ 27.7 million was recognized as revenue.

As of March 31, 2023 and December 31, 2022, the Company had approximately $ 99.0 million and $ 102.2 million , respectively, of deferred revenue related to these services.

The Company does not have material contract assets, and 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 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.

For the future services revenues that are expected to be recognized within twelve months, the Compa ny 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 market rate in place at the time those services are provided, and therefore, the Company is applying the optional expedient to omit disclosure of such amounts.

The primary costs to obtain contracts fo r 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.

2 unchanged sentences

NOTE 5 - Leases

As of September 30, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

As of March 31, 2023, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

(in thousands) Operating Finance

9 unchanged sentences

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, 2022 and 2021 was as follows:

(in thousands) Nine Months Ended September 30,

The Company’s lease activity during the three months ended March 31, 2023 and 2022 was as follows:

(in thousands) Three Months Ended March 31,

Financial Statement Line 2023 2022

5 unchanged sentences

Fixed lease expense

Costs of leasing and services $ 2,242 $ 3,019

Cost of leasing and services $ 420 $ 825

Selling, general and administrative 15,717 14,930

Lease impairment expense and other related charges 213 1,571

Short-term lease expense

Costs of leasing and services 24,122 17,751

Cost of leasing and services 6,654 8,862

Selling, general and administrative 462 668

Variable lease expense

Costs of leasing and services 3,989 5,442

Cost of leasing and services 1,026 1,287

Selling, general and administrative 2,474 1,767

Lease impairment expense and other related charges 40 402

Total operating lease expense $ 26,753 $ 28,339

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

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

(in thousands) Nine Months Ended September 30,

Supplemental cash flow information related to leases for the three months ended March 31, 2023 and 2022 was as follows:

(in thousands) Three Months Ended March 31,

Supplemental Cash Flow Information 2023 2022

5 unchanged sentences

Assets obtained in exchange for finance leases $ 8,913 $ 5,411

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

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

Weighted average remaining operating lease terms and the weighted average discount rates as of March 31, 2023 and December 31, 2022 were as follows:

Lease Terms and Discount Rates March 31, 2023 December 31, 2022

Weighted average remaining lease term - operating leases 5.7 years 5.8 years

2 unchanged sentences

Weighted average discount rate - finance leases 3.5 % 3.4 %

The Company presents information related to leasing revenues in Note 4.

NOTE 6 - Inventories

1 unchanged sentence

(in thousands)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Raw materials $ 38,827 $ 38,611

4 unchanged sentences

(in thousands)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Modular space units $ 3,292,264 $ 3,197,779

4 unchanged sentences

Rental equipment, net $ 3,128,061 $ 3,077,287

NOTE 8 - Goodwill

NOTE 8 - Goodwill and Intangibles

Changes in the carrying amount of goodwill were as follows:

(in thousands) NA Modular NA Storage UK Storage Total

(in thousands) Modular Storage Total

Balance at December 31, 2021 $ 521,049 $ 492,552 $ 1,013,601

Changes to Mobile Mini purchase accounting 285,000 ( 233,666 ) — 51,334

Effects of movements in foreign exchange rates ( 2,172 ) — ( 2,172 )

1 unchanged sentence

Effects of movements in foreign exchange rates 84 — 84

Balance at September 30, 2022 $ 518,283 $ 492,552 $ 53,747 $ 1,064,582

The Company had no goodwill impairment during the nine months ended September 30, 2022 or the year ended December 31, 2021.

NOTE 9 - Intangibles

Balance at March 31, 2023 $ 518,961 $ 492,552 $ 1,011,513

The Company had no goodwill impairment during the three months ended March 31, 2023 or the year ended December 31, 2022.

Intangible Assets

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

September 30, 2022

March 31, 2023

(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 $ 478,500 $ ( 59,375 ) $ 419,125

Amortization expense related to intangible assets was $ 6.0 million and $ 6.6 million for the three months ended September 30, 2022 and 2021, respectively, and $ 19.2 million and $ 20.0 million for the nine months ended September 30, 2022 and 2021, respectively.

Based on the carrying value at September 30, 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 $ 5.9 million for the each of the three months ended March 31, 2023 and 2022.

Based on the carrying value at March 31, 2023, future amortization of intangible assets is expected to be as follows for the years ended December 31:

(in thousands)

4 unchanged sentences

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, 2022 December 31, 2021

(in thousands, except rates) Interest rate Year of maturity March 31, 2023 December 31, 2022

2025 Secured Notes 6.125 % 2025 $ 520,931 $ 520,350

6 unchanged sentences

Total long-term debt $ 2,876,453 $ 3,063,042

(a) As of both September 30, 2022 and December 31, 2021, the Company had no outstanding principal borrowings on the multicurrency revolving credit facility and $ 4.4 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 $ 4.4 million and $ 6.2 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively.

(a) As of both March 31, 2023 and December 31, 2022, the Company had no outstanding principal borrowings on the Multicurrency Facility and $ 2.4 million and $ 2.5 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 $ 2.4 million and $ 2.5 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.

Asset Backed Lending Facility

2 unchanged sentences

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 facility includes a credit spread adjustment of 0.10 % in addition to the applicable margin.

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 September 30, 2022, the weighted average interest rate for borrowings under the ABL Facility was 4.46 %.

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, 2022, the Company had $ 1.9 billion outstanding principal under the ABL Facility, the Line Cap was $ 3.0 billion, and the Company had $ 1.1 billion of available borrowing capacity under the ABL Facility, including $ 821.3 million under the US Facility and $ 292.1 million under the Multicurrency Facility.

At September 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 September 30, 2022.

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

Debt issuance costs of $ 33.6 million were included in the carrying value of the ABL Facility at September 30, 2022.

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

The weighted average interest rate on the balance outstanding as of March 31, 2023, as adjusted for the effects of the interest rate swap agreements, was 6.52 %.

Refer to Note 12 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 Borrowing Base ("Line Cap").

At March 31, 2023, the Line Cap was $ 3.0 billion and the Borrowers had $ 1.1 billion of available borrowing capacity under the ABL Facility, including $ 972.5 million under the US Facility and $ 162.0 million under the Multicurrency Facility.

Borrowing capacity under the ABL Facility is made available for up to $ 205.6 million of letters of credit and up to $ 200.5 million of swingline loans.

At March 31, 2023, letters of credit and bank guarantees carried fees of 1.625 %.

The Company had issued $ 14.4 million of standby letters of credit under the ABL Facility at March 31, 2023.

The Company had approximately $ 1.8 billion outstanding principal under the ABL Facility at March 31, 2023.

Debt issuance costs of $ 30.1 million were included in the carrying value of the ABL Facility at March 31, 2023.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment.

At September 30, 2022 and December 31, 2021, obligations under finance leases for transportation related equipment were $ 72.8 million and $ 65.6 million, respectively.

At March 31, 2023 and December 31, 2022, obligations under finance leases for certain real property and transportation related equipment were $ 79.9 million and $ 74.4 million, respectively.

Refer to Note 5 for further information.

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

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of March 31, 2023.

NOTE 10 – Equity

In connection with the stock compensation vesting events and stock option exercises described in Note 15, and the warrant exercises described in Note 12, the Company issued 1,860,778 shares of Common Stock during the nine months ended September 30, 2022.

In connection with the stock compensation vesting events and stock option exercises described in Note 14, the Company issued 360,725 shares of Common Stock during the three months ended March 31, 2023 .

Stock Repurchase Program

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.

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 nine months ended September 30, 2022, t he Company repurchased 14,575,160 shares of Common Stock and stock equivalents for $ 524.4 million.

As of September 30, 2022, $ 863.3 million of the approved repurchase amount remained available.

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

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

In August 2022, the Inflation Reduction Act of 2022 was enacted into law and imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

In the first quarter of 2023, the Company reflected the applicable excise tax in equity as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in accrued expenses on the consolidated balance sheet.

During the three months ended March 31, 2023 , the Company repurchased 4,589,308 shares of Common Stock for $ 215.7 million, excluding excise tax.

As of March 31, 2023, $ 415.1 million of the approved share 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, 2022 and 2021 were as follows:

Nine Months Ended September 30, 2022

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2023 and 2022 were as follows:

Three Months Ended March 31, 2023

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

Balance at December 31, 2022 $ ( 70,122 ) $ — $ ( 70,122 )

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

Other comprehensive income (loss) before reclassifications 7,934 859 8,793

Reclassifications from AOCI to income — ( 1,526 ) ( 1,526 )

Balance at March 31, 2023 $ ( 62,188 ) $ ( 667 ) $ ( 62,855 )

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 )

Other comprehensive loss ( 37,733 ) — ( 37,733 )

Balance at September 30, 2022 $ ( 93,009 ) $ — $ ( 93,009 )

Nine Months Ended September 30, 2021

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

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

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

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

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 income before reclassifications ( 11,162 ) ( 830 ) ( 11,992 )

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

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

For the nine months ended September 30, 2022 and 2021, $ 4.5 million and $ 9.0 million, respectively, was reclassified from AOCI into interest expense in the condensed consolidated statements of operations related to the interest rate swap discussed in Note 16.

Associated with these reclassifications, the Company recorded tax expense of $ 0.7 million for the three months ended September 30, 2021, and $ 1.1 million and $ 2.0 million for the nine months ended September 30, 2022 and 2021, respectively.

The interest rate swap terminated on May 29, 2022.

NOTE 12 – Warrants

2015 Warrants

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

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

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

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, 2022, 33,965 of the 2018 Warrants were repurchased for $ 0.6 million and cancelled.

In addition, during the nine months ended September 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 September 30, 2022, 3,006,829 of the 2018 Warrants were outstanding.

The Company accounted for its warrants in the following ways:

(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.

For the three months ended March 31, 2023 and 2022 , a gain of $ 1.5 million an d a loss of $ 2.9 million , respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 12.

T he Company recorded tax benefit of $ 0.4 million and tax expense $ 0.7 million for the three months ended March 31, 2023 and 2022 , respectively, associated with these reclassifications.

NOTE 11 – Income Taxes

The Company recorded $ 30.2 million and $ 67.2 million of income tax expense for the three and nine months ended September 30, 2022, respectively, and $ 5.2 million and $ 32.4 million of income tax expense for the three and nine months ended September 30, 2021, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2022 was 26.1 % and 25.1 %, respectively.

The Company's effective tax rate for the three and nine months ended September 30, 2021 was 8.4 % and 30.1 %, respectively.

The effective tax rate for the three and nine months ended September 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 months ended September 30, 2021 differs from the U.S federal statutory rate of 21% primarily due to the reversal of approximately of $ 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 Company recorded $ 30.5 million and $ 12.1 million of income tax expense from continuing operations for the three months ended March 31, 2023 and 2022, respectively.

The Company’s effective tax rate for the three months ended March 31, 2023 and 2022 was 28.6 % and 23.7 %, respectively.

The effective tax rate for the three months ended March 31, 2023 differs from the US federal statutory rate of 21% primarily due to state and provincial taxes and an add-back for non-deductible executive compensation.

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

NOTE 12 - Derivatives

In 2018, the Company entered into an interest rate swap agreement with a financial counterparty that effectively converted $ 400.0 million in aggregate notional amount of variable-rate debt under the Company’s former asset backed lending facility into fixed-rate debt.

Under the terms of the 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 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 former asset backed lending facility and terminated on May 29, 2022.

In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 750.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility.

Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a weighted average fixed interest rate of 3.44 % on the notional amount.

The swap agreements were designated and qualified as hedges of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.

The swap agreements terminate on June 30, 2027.

The floating rate that the Company receives under the terms of these swap agreements was 4.79 % at March 31, 2023.

The location and the fair value of derivative instruments designated as hedges were as follows:

(in thousands) Balance Sheet Location March 31, 2023

Cash Flow Hedges:

Interest rate swap Prepaid expenses and other current assets $ 8,646

Interest rate swap Other non-current liabilities $ ( 9,394 )

The fair values of the interest rate swaps are based on dealer quotes of market forward rates, Level 2 inputs on the fair value hierarchy, and reflect the amounts that the Company would receive or pay as of March 31, 2023 for contracts involving the same attributes and maturity dates.

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

(in thousands) 2023 2022

(Loss) gain recognized in OCI $ ( 641 ) $ 3,098

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

(Gain) loss reclassified from AOCI into income $ ( 1,526 ) $ 2,890

Foreign Currency Contract

In December 2022, the Company executed a contingent forward contract to sell £ 330.0 million upon the closing of the sale of the former UK Storage Solutions segment at a price ranging from 1.20550 to 1.20440 US Dollars (USD) to British Pounds Sterling.

The price was dependent upon the date of the closing of the sale.

This contract, which was to expire on September 11, 2023, mitigated the foreign currency risk of the USD relative to the British Pound Sterling prior to the closing of the sale of the former UK Storage Solutions segment.

This contract did not qualify for hedge accounting and was revalued at fair value at the reporting period with unrealized gains and losses reflected in the Company's results of operations.

Upon the closing of the sale of the former UK Storage Solutions segment on January 31, 2023, the Company settled the contingent foreign currency forward contract and received cash at an exchange rate of 1.205 USD to British Pounds Sterling.

The location and the fair value of the foreign currency contract was as follows:

(in thousands) Balance Sheet Location December 31, 2022

Foreign currency contract Accrued liabilities $ 930

The fair value of the foreign currency contract 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.

The location and the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the three months ended March 31, 2023 was as follows :

(in thousands) Income Statement Location Three Months Ended March 31, 2023

Loss recognized in income Currency losses, net $ 7,715

NOTE 13 - Fair Value Measures

5 unchanged sentences

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 values of finance leases at September 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:

September 30, 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 March 31, 2023 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, 2023 December 31, 2022

Carrying Amount

5 unchanged sentences

Total $ 2,810,102 $ — $ 2,810,005 $ — $ 3,001,996 $ — $ 2,996,935 $ —

As of September 30, 2022, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 33.6 million, $ 6.7 million, and $ 6.8 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.

As of March 31, 2023, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 30.1 million, $ 5.6 million, and $ 6.3 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

As of December 31, 2022, the carrying value of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 31.8 million, $ 6.2 million, and $ 6.5 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 16.

Level 3 Disclosures

During the periods 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 volatility assumption was based on a blend of peer group volatility and Company trading history that matched the expected remaining life of the warrants as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history.

The risk-free interest rate was based on the US Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants was assumed to be equivalent to their remaining contractual term.

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

The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 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- September 30, 2021 $ —

The classification and the fair value of derivative assets and liabilities are disclosed in Note 12.

NOTE 14 - Stock-Based Compensation

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").

In addition, stock-based payments to non-executive directors includes 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.

Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSUs market condition.

Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSU's market condition.

The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided.

Restricted Stock Awards

The following table summarizes the Company's RSA activity :

The following table summarizes the Company's RSA activity for the three months ended March 31, 2023 and 2022 :

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 35,244 $ 37.17 44,708 $ 29.30

Forfeited — $ — ( 8,532 ) $ 29.30

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

Balance September 30, 35,244 $ 37.17 36,176 $ 29.30

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

Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $ 0.9 million and $ 0.6 million for the nine months ended September 30, 2022 and 2021, respectively.

At September 30, 2022, there was $ 0.9 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.

Outstanding at beginning of period 35,244 $ 37.17 36,176 $ 29.30

Outstanding at end of period 35,244 $ 37.17 36,176 $ 29.30

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 March 31, 2023 and 2022.

At March 31, 2023, 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 :

The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31, 2023 and 2022 :

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

Balance December 31, 997,451 $ 18.54 1,325,862 $ 13.46

Outstanding at beginning of period 789,779 $ 26.16 997,451 $ 18.54

Granted 213,388 $ 50.74 357,639 $ 35.53

1 unchanged sentence

Vested ( 281,153 ) $ 22.40 ( 420,184 ) $ 16.21

Balance September 30, 801,508 $ 26.27 1,009,295 $ 18.59

Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 1.7 million and $ 3.2 million for the three months ended September 30, 2022 and 2021, respectively.

Compensation expense for RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 6.4 million and $ 7.5 million for the nine months ended September 30, 2022 and 2021, respectively.

At September 30, 2022, unrecognized compensation cost related to Time-Based RSUs totaled $ 15.9 million and is expected to be recognized over the remaining weighted average vesting period of 2.4 years.

Outstanding at end of period 690,333 $ 34.95 925,607 $ 26.08

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 1.8 million and $ 2.2 million for the three months ended March 31, 2023 and 2022, respectively.

At March 31, 2023, unrecognized compensation cost related to Time-Based RSUs totaled $ 21.6 million and is expected to be recognized over the remaining weighted average vesting period of 2.7 years.

Performance-Based RSUs

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

The following table summarizes the Company's Performance-Based RSU award activity for the three months ended March 31, 2023 and 2022 :

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

Balance December 31, 1,536,394 $ 26.34 593,388 $ 14.88

Outstanding at beginning of period 1,894,250 $ 33.67 1,536,394 $ 26.34

Granted 376,826 $ 69.32 745,079 $ 42.34

1 unchanged sentence

Vested ( 181,319 ) $ 16.82 ( 267,964 ) $ 13.22

Balance September 30, 1,906,643 $ 33.72 1,550,956 $ 26.29

Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 4.9 million and $ 2.7 million for the three months ended September 30, 2022 and 2021, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 15.2 million and $ 5.8 million for the nine months ended September 30, 2022 and 2021, respectively.

At September 30, 2022, unrecognized compensation cost related to Performance-Based RSUs totaled $ 41.4 million and is expected to be recognized over the remaining vesting period of 2.3 years.

Outstanding at end of period 2,089,757 $ 41.56 2,008,463 $ 33.99

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 5.8 million and $ 3.8 million for the three months ended March 31, 2023 and 2022, respectively.

At March 31, 2023, unrecognized compensation cost related to Performance-Based RSUs totaled $ 56.2 million and is expected to be recognized over the remaining vesting period of 2.1 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 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.

For 2023 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 Index.

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

1 unchanged sentence

Stock Options

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

The following table summarizes the Company's stock option activity for the three months ended March 31, 2023 :

WillScot Options Weighted-Average Exercise Price per Share Converted

Mobile Mini Options Weighted-Average Exercise Price per Share

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

Outstanding at beginning of period 534,188 $ 13.60 864,276 $ 12.91

Exercised — — ( 5,774 ) 11.79

Balance September 30, 2022 534,188 $ 13.60 892,325 $ 12.97

Fully vested and exercisable options, September 30, 2022 534,188 $ 13.60 892,325 $ 12.97

Outstanding at end of period 534,188 $ 13.60 858,502 $ 12.92

Fully vested and exercisable options, March 31, 2023

534,188 $ 13.60 858,502 $ 12.92

The following table summarizes the Company's stock option activity for the three months ended March 31, 2022:

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

Forfeited — $ — ( 6,240 ) $ 12.19

Outstanding at beginning of period 534,188 $ 13.60 1,527,643 $ 14.66

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

Outstanding at end of period 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

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 September 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 $ 0.6 million for the nine months ended September 30, 2022 and 2021, respectively.

NOTE 16 - Derivatives

In 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 balance sheet date, was as follows:

(in thousands) Balance Sheet Account December 31, 2021

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 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 nine months ended September 30,:

(in thousands) 2022 2021

Gain recognized in OCI $ 4,669 $ 8,528

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

Loss reclassified from AOCI into income (effective portion) $ ( 4,530 ) $ ( 8,967 )

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

NOTE 15 - Commitments and Contingencies

1 unchanged sentence

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

As of September 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 of the Company.

As of March 31, 2023, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows.

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

NOTE 16 - Segment Reporting

The Company operates in three reportable segments as follows:

North America Modular Solutions ("NA Modular"), North America Storage Solutions ("NA Storage") and United Kingdom Storage Solutions ("UK Storage").

The Company operates in two reportable segments as follows:

Modular Solutions ("Modular") and Storage Solutions ("Storage").

Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management.

Transactions between reportable segments are not significant.

During the first quarter of 2023, the ground level office business within the Modular segment was transferred to the Storage segment, and associated revenues, expenses, and operating metrics were transferred to the Storage segment.

All periods presented have been retrospectively revised to reflect this change within the Modular and Storage segments.

For the three months ended March 31, 2022, this resulted in approximately $ 11.1 million of revenue and $ 6.3 million of gross profit being transferred from the Modular segment to the Storage segment.

The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization.

2 unchanged sentences

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.

The Company considers Adjusted EBITDA to be an important metric because it reflects the business performance of the segments, inclusive of indirect costs.

The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance.

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, 2022 and 2021, respectively.

Three Months Ended September 30, 2022

(in thousands) NA Modular NA Storage UK Storage Unallocated Costs 1

The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three months ended March 31, 2023 and 2022, respectively.

Three Months Ended March 31, 2023

(in thousands) Modular Storage Unallocated Costs Total

Leasing and services revenue:

20 unchanged sentences

Purchases of rental equipment and refurbishments $ 39,412 $ 7,345 $ — $ 46,757

1 Unallocated SG&A expense includes non-cash charges for stock compensation plans and costs to integrate acquired companies.

Three Months Ended September 30, 2021

(in thousands) NA Modular NA Storage UK Storage Unallocated Costs Total

Leasing and services revenue:

Leasing $ 219,736 $ 101,172 $ 21,691 $ 342,599

Delivery and installation 58,017 28,330 5,563 91,910

Sales revenue:

New units 13,483 1,307 580 15,370

Rental units 7,815 3,088 265 11,168

Total revenues 299,051 133,897 28,099 461,047

Cost of leasing and services:

Leasing 59,260 14,393 4,314 77,967

Delivery and installation 51,655 19,328 3,238 74,221

Cost of sales:

New units 10,080 727 368 11,175

Rental units 3,636 1,587 245 5,468

Depreciation of rental equipment 46,566 5,366 1,058 52,990

Gross profit $ 127,854 $ 92,496 $ 18,876 $ 239,226

Other selected data:

Adjusted EBITDA $ 106,825 $ 59,123 $ 13,255 $ — $ 179,203

Selling, general and administrative expense $ 66,529 $ 39,314 $ 6,680 $ 14,823 $ 127,346

Purchases of rental equipment and refurbishments $ 31,789 $ 11,920 $ 11,649 $ — $ 55,358

Nine Months Ended September 30, 2022

(in thousands) NA Modular NA Storage UK Storage Unallocated Costs Total

Leasing and services revenue:

Leasing $ 756,294 $ 409,491 $ 60,421 $ 1,226,206

Delivery and installation 213,686 109,710 17,631 341,027

Sales revenue:

New units 21,258 4,064 910 26,232

Rental units 31,482 6,082 1,310 38,874

Total revenues 1,022,720 529,347 80,272 1,632,339

Cost of leasing and services:

Leasing 213,675 62,489 12,610 288,774

Delivery and installation 174,498 70,364 11,268 256,130

Cost of sales:

New units 12,297 2,578 594 15,469

Rental units 16,125 4,090 908 21,123

Depreciation of rental equipment 166,552 22,241 3,435 192,228

Gross profit $ 439,573 $ 367,585 $ 51,457 $ 858,615

Other selected data:

Adjusted EBITDA $ 372,502 $ 243,282 $ 36,745 $ — $ 652,529

Selling, general and administrative expense $ 242,268 $ 146,189 $ 18,147 $ 38,715 $ 445,319

Purchases of rental equipment and refurbishments $ 221,111 $ 95,699 $ 21,824 $ — $ 338,634

Nine Months Ended September 30, 2021

(in thousands) NA Modular NA Storage UK Storage Unallocated Costs Total

Three Months Ended March 31, 2022

(in thousands) Modular Storage Unallocated Costs Total

Leasing and services revenue:

17 unchanged sentences

Purchases of rental equipment and refurbishments $ 57,577 $ 20,171 $ — $ 77,748

The following table presents reconciliations of the Company’s Income from continuing operations to Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021, respectively:

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

The following table presents reconciliations of the Company’s income from continuing operations to Adjusted EBITDA for the three months ended March 31, 2023 and 2022, respectively:

Three Months Ended March 31,

(in thousands) 2023 2022

1 unchanged sentence

Income tax expense from continuing operations 30,510 12,083

Loss on extinguishment of debt — — — 5,999

Fair value loss on common stock warrant liabilities — — — 26,597

Interest expense 44,866 30,570

7 unchanged sentences

Adjusted EBITDA $ 246,842 $ 167,773

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.

NOTE 17 - 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 Nine Months Ended

September 30, September 30,

Three Months Ended

(in thousands) 2023 2022

5 unchanged sentences

Warrants — 1,889

RSAs 8 4 17 25

Time-based RSUs 326 483

2 unchanged sentences

Weighted average Common Shares outstanding – dilutive 209,664 228,956

For the three and nine months ended September 30, 2022, 555,790 and 788,183 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 nine months ended September 30, 2021, no warrants, shares or options were excluded from the computation of diluted EPS.

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.

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