What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-02 compared with 2023-08-03 · 200 added, 134 removed, 776 unchanged (30% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share data) June 30, 2023 (unaudited)

(in thousands, except share data) September 30, 2023 (unaudited)

December 31, 2022

Cash and cash equivalents $ 5,789 $ 7,390

Trade receivables, net of allowances for credit losses at June 30, 2023 and December 31, 2022 of $ 68,096 and $ 57,048 , respectively

Trade receivables, net of allowances for credit losses at September 30, 2023 and December 31, 2022 of $ 78,738 and $ 57,048 , respectively

469,344 409,766

29 unchanged sentences

Preferred Stock:

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2023 and December 31, 2022

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at September 30, 2023 and December 31, 2022

Common Stock:

$ 0.0001 par, 500,000,000 shares authorized and 198,375,893 and 207,951,682 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

$ 0.0001 par, 500,000,000 shares authorized and 193,460,704 and 207,951,682 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid-in-capital 2,218,110 2,886,951

6 unchanged sentences

Condensed Consolidated Statements of Operations

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

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

(in thousands, except share and per share data)

17 unchanged sentences

Other depreciation and amortization 17,852 15,656 52,371 45,969

Currency losses (gains), net 14 ( 173 ) 6,789 ( 36 )

Currency losses, net 96 160 6,885 124

Other income, net ( 8,336 ) ( 2,520 ) ( 14,533 ) ( 7,597 )

26 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands)

2 unchanged sentences

Other comprehensive income (loss):

Foreign currency translation adjustment, net of income tax expense of $ 0 for both the three and six months ended June 30, 2023 and 2022

Foreign currency translation adjustment, net of income tax expense of $ 0 for both the three and nine months ended September 30, 2023 and 2022, respectively.

( 6,732 ) ( 37,733 ) 7,117 ( 67,435 )

Net gain on derivatives, net of income tax expense of $ 4,268 and $ 394 for the three months ended June 30, 2023 and 2022, respectively, and $ 4,046 and $ 1,171 for the six months ended June 30, 2023 and 2022, respectively.

Net gain on derivatives, net of income tax expense of $ 2,247 for the three months ended September 30, 2023, and $ 6,293 and $ 1,171 for the nine months ended September 30, 2023 and 2022, respectively.

6,768 — 18,932 3,497

4 unchanged sentences

Condensed Consolidated Statements of Changes in Equity

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

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

14 unchanged sentences

Balance at June 30, 2023 198,376 20 2,435,571 ( 44,109 ) ( 952,937 ) 1,438,545

Six Months Ended June 30, 2022

Net income — — — — 91,516 91,516

Other comprehensive income — — — 36 — 36

Withholding taxes on net share settlement of stock-based compensation — — ( 4,113 ) — — ( 4,113 )

Stock-based compensation and issuance of Common Stock from vesting 124 — 8,636 — — 8,636

Repurchase and cancellation of Common Stock ( 5,042 ) — ( 222,024 ) — — ( 222,024 )

Issuance of Common Stock from the exercise of options 3 — 40 — — 40

Balance at September 30, 2023 193,461 $ 20 $ 2,218,110 $ ( 44,073 ) $ ( 861,421 ) $ 1,312,636

Nine Months Ended September 30, 2022

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

15 unchanged sentences

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 )

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

Stock-based compensation and issuance of Common Stock from vesting 26 — 6,941 — — 6,941

Repurchase and cancellation of Common Stock and warrants ( 5,271 ) — ( 197,457 ) — — ( 197,457 )

Issuance of Common Stock from the exercise of options and warrants 398 — 7,363 — — 7,363

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

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

9 unchanged sentences

Deferred income tax expense 118,455 56,812

Loss on foreign currency forward contract 7,715 —

Loss on settlement of foreign currency forward contract 7,715 —

Unrealized currency losses, net ( 943 ) 171

16 unchanged sentences

Purchase of property, plant and equipment ( 16,752 ) ( 30,253 )

Net cash provided by (used in) investing activities 158,477 ( 313,738 )

Net cash used in investing activities ( 217,522 ) ( 225,930 )

Financing activities:

9 unchanged sentences

Net change in cash and cash equivalents ( 11,985 ) 2,743

Cash and cash equivalents at the beginning of the period 17,774 12,699

Cash and cash equivalents at the beginning of the period (a)

17,774 12,699

Cash and cash equivalents at the end of the period $ 5,789 $ 15,442

2 unchanged sentences

Income taxes paid, net $ 22,764 $ 17,598

Assets acquired under capital leases $ 24,379 $ 17,065

Capital expenditures accrued or payable $ 15,615 $ 40,385

(a) Cash and cash equivalents at the beginning of 2023 of $ 17,774 includes cash and cash equivalents of $ 7,390 and cash and cash equivalents included in assets held for sale of $ 10,384 .

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

12 unchanged sentences

All intercompany balances and transactions are eliminated.

The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three and nine months ended September 30, 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.

11 unchanged sentences

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

Business Combinations

During the three months ended September 30, 2023, the Company acquired a national provider of cold storage solutions and a regional modular space manufacturing and leasing business, which consisted primarily of approximately 2,200 climate-controlled containers and refrigerated storage trailers and 1,300 modular leasing units, respectively.

The aggregate purchase price paid for these acquisitions and the preliminary allocations of the aggregate purchase price were as follows:

(in thousands)

Purchase Price:

Cash used in acquisitions, net of cash acquired of $ 2,177

Allocated as follows:

Trade receivables 7,226

Inventories 2,017

Rental equipment 171,055

Property, plant, and equipment 2,884

Operating lease assets 2,749

Other assets 11,550

Accounts payable ( 186 )

Deferred revenue ( 6,837 )

Operating lease liabilities ( 2,749 )

Other liabilities ( 1,638 )

Total identifiable net assets 186,071

Goodwill 146,698

Total net assets acquired $ 332,769

The purchase price allocations are preliminary and subject to revision as additional information is obtained.

The preliminary allocation of purchase price, including the measurement of acquired net working capital and the valuation of acquired rental equipment and intangible assets, is based on the best estimates of management and is subject to revision based on the final valuations.

Goodwill recognized is attributable to expected operating synergies, assembled workforces, and the going concern value of the acquired businesses.

Goodwill recorded for these acquisitions is deductible for tax purposes.

Asset Acquisitions

During the six months ended June 30, 2023, the Company acquired certain assets and liabilities of five regional and local storage and modular companies, which consisted primarily of approximately 1,800 storage units and 700 modular units, for $ 149.4 million in cash, net of cash acquired.

The accompanying consolidated financial statements include $ 147.9 million of rental equipment and $ 4.5 million of land held for sale as of June 30, 2023 as a result of these acquisitions.

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

During the nine months ended September 30, 2023, the Company also acquired certain assets and liabilities of five regional and local storage and modular companies, which consisted primarily of approximately 1,800 storage units and 700 modular units, for $ 149.4 million in cash, net of cash acquired.

The accompanying consolidated financial statements include $ 147.9 million of rental equipment as a result of these acquisitions.

Integration Costs

The Company recorded $ 2.2 million and $ 5.2 million in integration costs related to asset acquisitions and the Merger within selling, general and administrative expense ("SG&A") during the three months ended June 30, 2023 and 2022, respectively, and $ 6.1 million and $ 9.3 million in integration costs related to acquisitions and the Merger during the six months ended June 30, 2023 and 2022, respectively.

The Company also recorded $ 0.8 million and $ 3.9 million in integration costs related to acquisitions and the Merger within selling, general and administrative expense ("SG&A") during the three months ended September 30, 2023 and 2022, respectively, and $ 6.9 million and $ 13.2 million in integration costs related to acquisitions and the Merger during the nine months ended September 30, 2023 and 2022, respectively.

NOTE 3 - Discontinued Operations

11 unchanged sentences

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.

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in thousands) UK Storage Solutions

22 unchanged sentences

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 six months ended June 30, 2023 .

Three Months Ended June 30, 2022

Including this adjustment, the total gain on sale of discontinued operations was $ 176.1 million for the nine months ended September 30, 2023 .

Three Months Ended September 30, 2022

(in thousands) Tank and Pump UK Storage Solutions Total

22 unchanged sentences

Income tax expense from discontinued operations 1,986 1,931 3,917

Gain on sale of discontinued operations 34,049 — 34,049

Income from discontinued operations $ 42,865 $ 7,552 $ 50,417

1 unchanged sentence

Adjusted EBITDA from discontinued operations $ 13,048 $ 11,971 $ 25,019

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

(in thousands) Tank and Pump UK Storage Solutions Total

22 unchanged sentences

Income tax expense from discontinued operations 5,496 5,948 11,444

Gain on sale of discontinued operations 34,049 — 34,049

Income from discontinued operations $ 53,041 $ 22,776 $ 75,817

22 unchanged sentences

Total liabilities held for sale $ 66,854

For the six months ended June 30, 2022 , significant operating and investing items related to the former Tank and Pump segment were as follows:

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

(in thousands)

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Operating activities of discontinued operations:

4 unchanged sentences

Purchases of property, plant and equipment $ ( 525 )

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 and six months ended June 30, 2022.

See Note 16 for further information regarding Adjusted EBITDA.

(in thousands) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022

(in thousands) Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022

Income from discontinued operations $ 42,865 $ 53,041

Gain on sale of discontinued operations 34,049 34,049

Income tax expense from discontinued operations 1,986 5,496

Income from discontinued operations before income tax 7,678 13,686

Income from discontinued operations before income tax and gain on sale 10,802 24,488

Interest expense 144 512

3 unchanged sentences

Adjusted EBITDA from discontinued operations $ 13,048 $ 37,016

For the six months ended June 30, 2023 and 2022 , significant operating and investing items related to the former UK Storage Solutions segment were as follows:

Six Months Ended June 30,

For the nine months ended September 30, 2023 and 2022 , significant operating and investing items related to the former UK Storage Solutions segment were as follows:

Nine Months Ended September 30,

(in thousands)

6 unchanged sentences

Purchases of property, plant and equipment $ ( 64 ) $ ( 2,843 )

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 and six months ended June 30, 2023 and 2022, respectively.

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 and nine months ended September 30, 2023 and 2022, respectively.

See Note 16 for further information regarding Adjusted EBITDA.

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

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

(in thousands) 2023 2022 2023 2022

12 unchanged sentences

Geographic Areas

The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2023 and 2022 as follows:

The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2023 and 2022 as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022 2023 2022

9 unchanged sentences

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

The Company’s revenue by major product and service line for the three and six months ended June 30, 2023 and 2022 was as follows:

The Company’s revenue by major product and service line for the three and nine months ended September 30, 2023 and 2022 was as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022 2023 2022

11 unchanged sentences

Total revenues $ 604,834 $ 578,008 $ 1,752,391 $ 1,552,069

(a) Includes $ 6.1 million and $ 5.6 million of service revenue for the three months ended June 30, 2023 and 2022, respectively, and $ 11.7 million and $ 11.5 million of service revenue for the six months ended June 30, 2023 and 2022, respectively.

(a) Includes $ 6.4 million and $ 7.3 million of service revenue for the three months ended September 30, 2023 and 2022, respectively, and $ 18.1 million and $ 18.8 million of service revenue for the nine months ended September 30, 2023 and 2022, respectively.

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

Leasing and Services Revenue

The majority of revenue ( 76 % for both the three and six months ended June 30, 2023, and 73 % and 75 % for the three and six months ended June 30, 2022, respectively) was generated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842 ) ("ASC 842").

The majority of revenue ( 76 % for both the three and nine months ended September 30, 2023, and 73 % and 74 % for the three and nine months ended September 30, 2022, respectively) was generated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842 ) ("ASC 842").

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

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2023 2022 2023 2022

6 unchanged sentences

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

The balance sheet classification of deferred revenue

is determined based on the contractual lease term.

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

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

During the three months ended June 30, 2023, deferred revenue relating to services billed in advance of $ 26.2 million was recognized as revenue.

As of June 30, 2023 and December 31, 2022, the Company had approximately $ 104.8 million and $ 102.2 million , respectively, of deferred revenue related to these services.

As of September 30, 2023 and December 31, 2022, the Company had approximately $ 122.1 million and $ 102.2 million , respectively, of deferred revenue related to services billed in advance.

During the three and nine months ended September 30, 2023, $ 15.4 million and $ 60.5 million , respectively, of deferred revenue billed in advance as of December 31, 2022 was recognized as revenue.

The Company does not have material contract assets, and the Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations.

6 unchanged sentences

NOTE 5 - Leases

As of June 30, 2023, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

As of September 30, 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 six months ended June 30, 2023 and 2022 was as follows:

(in thousands) Six Months Ended June 30,

The Company’s lease activity during the nine months ended September 30, 2023 and 2022 was as follows:

(in thousands) Nine Months Ended September 30,

Financial Statement Line 2023 2022

14 unchanged sentences

Total operating lease expense $ 79,239 $ 81,513

Supplemental cash flow information related to leases for the six months ended June 30, 2023 and 2022 was as follows:

(in thousands) Six Months Ended June 30,

Supplemental cash flow information related to leases for the nine months ended September 30, 2023 and 2022 was as follows:

(in thousands) Nine Months Ended September 30,

Supplemental Cash Flow Information 2023 2022

5 unchanged sentences

Assets obtained in exchange for finance leases $ 38,534 $ 20,196

Weighted average remaining operating lease terms and the weighted average discount rates as of June 30, 2023 and December 31, 2022 were as follows:

Lease Terms and Discount Rates June 30, 2023 December 31, 2022

Weighted average remaining operating lease terms and the weighted average discount rates as of September 30, 2023 and December 31, 2022 were as follows:

Lease Terms and Discount Rates September 30, 2023 December 31, 2022

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

6 unchanged sentences

(in thousands)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Raw materials $ 42,116 $ 38,611

4 unchanged sentences

(in thousands)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Modular space units $ 3,507,399 $ 3,197,779

10 unchanged sentences

Balance at December 31, 2022 518,877 492,552 1,011,429

Additions from acquisitions 4,482 142,216 146,698

Effects of movements in foreign exchange rates ( 51 ) — ( 51 )

Balance at June 30, 2023 $ 519,583 $ 492,552 $ 1,012,135

The Company had no goodwill impairment during the six months ended June 30, 2023 or the year ended December 31, 2022.

Balance at September 30, 2023 $ 523,308 $ 634,768 $ 1,158,076

As discussed in further detail in Note 2, purchase price allocations for the acquisitions completed during the three months ended September 30, 2023 are preliminary and subject to revision.

The Company will finalize the valuation of the acquired net assets, including the final assignment of goodwill, within the one-year measurement period.

The Company had no goodwill impairment during the nine months ended September 30, 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:

June 30, 2023

September 30, 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 $ 5.9 million for the three months ended June 30, 2023 and 2022, respectively, and $ 11.9 million and $ 11.8 million for the six months ended June 30, 2023 and 2022, respectively.

Based on the carrying value at June 30, 2023, 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 and $ 5.6 million for the three months ended September 30, 2023 and 2022, respectively, and $ 17.8 million and $ 17.4 million for the nine months ended September 30, 2023 and 2022, respectively.

Based on the carrying value at September 30, 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 June 30, 2023 December 31, 2022

(in thousands, except rates) Interest rate Year of maturity September 30, 2023 December 31, 2022

2025 Secured Notes 6.125 % 2025 $ 522,124 $ 520,350

ABL Facility (a)

Varies 2027 1,943,243 1,988,176

ABL Facility Varies 2027 1,865,116 1,988,176

2028 Secured Notes 4.625 % 2028 494,238 493,470

2031 Secured Notes 7.375 % 2031 493,633 —

Finance Leases Varies Varies 100,936 74,370

2 unchanged sentences

Total long-term debt $ 3,460,066 $ 3,063,042

(a) As of June 30, 2023, the Company had $ 28.3 million of outstanding principal borrowings on the Multicurrency Facility and $ 2.3 million of related debt issuance costs recorded as a direct offset against the principal borrowings on the Multicurrency Facility.

As of December 31, 2022, the Company had no outstanding principal borrowings on the Multicurrency Facility and $ 2.5 million of related debt issuance costs, which were recorded in other non-current assets on the condensed consolidated balance sheets.

Asset Backed Lending Facility

3 unchanged sentences

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

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 3.3 billion (the “US Facility”), (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, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $ 750.0 million and the amount of suppressed availability as defined in the ABL Facility, subject to

the satisfaction of customary conditions including lender approval, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL facility.

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.

4 unchanged sentences

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 June 30, 2023, as adjusted for the effects of the interest rate swap agreements, was 6.11 %.

The weighted average interest rate on the balance outstanding as of September 30, 2023, as adjusted for the effects of the interest rate swap agreements, was 6.20 %.

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 June 30, 2023, the Line Cap was $ 3.0 billion and the Borrowers had $ 1.0 billion of available borrowing capacity under the ABL Facility, including $ 829.4 million under the US Facility and $ 209.6 million under the Multicurrency Facility.

At September 30, 2023, the Line Cap was $ 3.2 billion and the Company had $ 1.3 billion of available borrowing capacity under the ABL Facility, including $ 1.1 billion under the US Facility and $ 183.7 million under the Multicurrency Facility.

Borrowing capacity under the ABL Facility is made available for up to $ 220.0 million letters of credit and $ 220.0 million of swingline loans.

At June 30, 2023, the available capacity was $ 205.6 million of letters of credit and $ 212.0 million of swingline loans.

At June 30, 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 June 30, 2023.

The Company had approximately $ 2.0 billion outstanding principal under the ABL Facility at June 30, 2023.

Debt issuance costs of $ 30.6 million were included in the carrying value of the ABL Facility at June 30, 2023.

At September 30, 2023, the available capacity was $ 197.2 million of letters of credit and $ 217.0 million of swingline loans.

At September 30, 2023, letters of credit and bank guarantees carried fees of 1.625 %.

The Company had issued $ 22.8 million of standby letters of credit under the ABL Facility at September 30, 2023.

The Company had approximately $ 1.9 billion outstanding principal under the ABL Facility at September 30, 2023.

Debt issuance costs of $ 28.6 million and $ 31.8 million were included in the carrying value of the ABL Facility at September 30, 2023 and December 31, 2022, respectively.

As of December 31, 2022, the Company had no outstanding principal borrowings on the Multicurrency Facility and $ 2.5 million of related debt issuance costs were recorded in other non-current assets on the condensed consolidated balance sheets.

The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of a subsidiary, Williams Scotsman, Inc.

(“WSI”), and the Company’s other subsidiaries that are borrowers or guarantors under the ABL Facility (collectively the “ABL Loan Parties”), subject to customary exclusions.

2031 Senior Secured Notes

On September 25, 2023, WSI completed a private offering of $ 500.0 million in aggregate principal amount of 7.375 % senior secured notes due 2031 (the "2031 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

P roceeds were used to repay approximately $ 494.0 million of outstanding indebtedness under the ABL Facility and certain fees and expenses.

T he 2031 Secured N otes mature on October 1, 2031 and bear interest at a rate of 7.375 % per annum.

Interest is payable semi-annually on April 1 and October 1 of each year, beginning April 1, 2024.

Unamortized deferred financing costs pertaining to the 2031 Secured Notes were $ 6.4 million as of September 30, 2023.

The 2031 Secured Notes are unconditionally guaranteed by certain subsidiaries of the Company (collectively, "the Note Guarantors").

WillScot Mobile Mini is not a guarantor of the 2031 Secured Notes.

The Note Guarantors are guarantors or borrowers under the ABL Facility.

To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the 2031 Secured Notes.

The 2031 Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of WSI and the Note Guarantors securing the ABL Facility.

Upon the repayment of the 2025 Secured Notes and the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2031 Secured Notes (other than certain permitted), the collateral securing the 2031 Secured Notes will be released and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment.

At June 30, 2023 and December 31, 2022, obligations under finance leases for certain real property and transportation related equipment were $ 90.7 million and $ 74.4 million, respectively.

At September 30, 2023 and December 31, 2022, obligations under finance leases for transportation related equipment were $ 100.9 million and $ 74.4 million, respectively.

Refer to Note 5 for further information.

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of June 30, 2023.

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of September 30, 2023.

NOTE 10 – Equity

In connection with the stock compensation vesting events and stock option exercises described in Note 14, the Company issued 419,530 shares of Common Stock during the six months ended June 30, 2023 .

In connection with the stock compensation vesting events and stock option exercises described in Note 14, the Company issued 546,865 shares of Common Stock during the nine months ended September 30, 2023 .

Stock Repurchase Program

In May 2023, 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 May 2023, the Board of Directors approved a reset of 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.

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 six months ended June 30, 2023 , the Company repurchased 9,995,319 shares of Common Stock for $ 454.9 million, excluding excise tax.

As of June 30, 2023, $ 854.1 million of the approved share repurchase pool remained available.

During the nine months ended September 30, 2023 , the Company repurchased 15,037,843 shares of Common Stock for $ 674.8 million, excluding excise tax.

As of September 30, 2023, $ 634.2 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 six months ended June 30, 2023 and 2022 were as follows:

Six Months Ended June 30, 2023

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the nine months ended September 30, 2023 and 2022 were as follows:

Nine Months Ended September 30, 2023

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

6 unchanged sentences

Balance at June 30, 2023 ( 56,273 ) 12,164 ( 44,109 )

Six Months Ended June 30, 2022

Other comprehensive (loss) income before reclassifications ( 6,732 ) 10,240 3,508

Reclassifications from AOCI to income — ( 3,472 ) ( 3,472 )

Balance at September 30, 2023 $ ( 63,005 ) $ 18,932 $ ( 44,073 )

Nine Months Ended September 30, 2022

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

6 unchanged sentences

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

For the three months ended June 30, 2023 and 2022, a gain of $ 2.9 million and a loss of $ 1.6 million , respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps.

For the six months ended June 30, 2023 and 2022 , a gain of $ 4.5 million an d a loss of $ 4.5 million , respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps.

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

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

For the three months ended September 30, 2023 , a gain of $ 3.5 million was reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps.

For the nine months ended September 30, 2023 and 2022 , a gain of $ 7.9 million an d a loss of $ 4.5 million , respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps.

The interest rate swaps are discussed in Note 12.

Associated with these reclassifications, t he Company recorded tax expense of $ 0.7 million and a tax benefit of $ 0.4 million for the three months ended June 30, 2023 and 2022 , respectively, and tax expense of $ 1.1 million and a tax benefit of $ 1.1 million for the six months ended June 30, 2023 and 2022, respectively.

Associated with these reclassifications, t he Company recorded tax expense of $ 0.9 million for the three months ended September 30, 2023 and tax expense of $ 2.1 million and a tax benefit of $ 1.1 million for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 11 – Income Taxes

The Company recorded $ 31.6 million and $ 62.1 million of income tax expense for the three and six months ended June 30, 2023, respectively, and $ 20.8 million and $ 32.9 million of income tax benefit for the three and six months ended June 30, 2022, respectively.

The Company’s effective tax rate for the three and six months ended June 30, 2023 was 26.5 % and 27.5 %, respectively.

The Company's effective tax rate for the three and six months ended June 30, 2022 was 25.8 % and 24.9 %, respectively.

The effective tax rate for the three and six months ended June 30, 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 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 Company recorded $ 32.8 million and $ 94.9 million of income tax expense from continuing operations for the three and nine months ended September 30, 2023, respectively, and $ 28.3 million and $ 61.2 million of income tax expense from continuing operations for the three and nine months ended September 30, 2022, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 26.4 % and 27.1 %, respectively.

The Company's effective tax rate for the three and nine months ended September 30, 2022 was 26.6 % and 25.7 %, respectively.

The effective tax rate for the three and nine months ended September 30, 2023 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and non-deductible executive compensation.

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 partially offset by a discrete tax benefit related to employee stock vesting.

NOTE 12 - Derivatives

6 unchanged sentences

The swap agreements terminate on June 30, 2027.

The floating rate that the Company receives under the terms of these swap agreements was 5.08 % at June 30, 2023.

The floating rate that the Company receives under the terms of these swap agreements was 5.32 % at September 30, 2023.

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

(in thousands) Balance Sheet Location June 30, 2023

(in thousands) Balance Sheet Location September 30, 2023

Cash Flow Hedges:

1 unchanged sentence

Interest rate swap Other non-current assets $ 11,613

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 June 30, 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 six months ended June 30, 2023 and 2022 :

The fair value 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 September 30, 2023 for contracts involving the same attributes and maturity dates.

(in thousands) 2023 2022

6 unchanged sentences

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.

This contract did not qualify for hedge accounting and was revalued at fair value at December 31, 2022 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.

3 unchanged sentences

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 six months ended June 30, 2023 was as follows :

(in thousands) Income Statement Location Six Months Ended June 30, 2023

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 nine months ended September 30, 2023 was as follows :

(in thousands) Income Statement Location Nine Months Ended September 30, 2023

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

6 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 value of finance leases at June 30, 2023 approximate their respective book values.

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Carrying Amount

4 unchanged sentences

2028 Secured Notes 494,238 — 448,625 — 493,470 — 450,135 —

2031 Secured Notes 493,633 — 497,800 — — — — —

Total $ 3,375,111 $ — $ 3,361,878 $ — $ 3,001,996 $ — $ 2,996,935 $ —

As of June 30, 2023, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 30.6 million, $ 5.0 million, and $ 6.0 million , respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

As of September 30, 2023, the carrying values of the ABL Facility, the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $ 28.6 million, $ 4.4 million, $ 5.8 million , and $ 6.4 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 fair value of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 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 are disclosed in Note 12.

6 unchanged sentences

Restricted Stock Awards

The following table summarizes the Company's RSA activity for the six months ended June 30, 2023 and 2022 :

The following table summarizes the Company's RSA activity for the nine months ended September 30, 2023 and 2022 :

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

3 unchanged sentences

Outstanding at end of period 28,946 $ 44.44 35,244 $ 37.17

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.3 million and $ 0.3 million for the three months ended June 30, 2023 and 2022, respectively.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.6 million and $ 0.6 million for the six months ended June 30, 2023 and 2022, respectively.

At June 30, 2023, there was $ 1.0 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.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.3 million for both the three months ended September 30, 2023 and 2022.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 1.0 million and $ 0.9 million for the nine months ended September 30, 2023 and 2022, respectively.

At September 30, 2023, 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.

Time-Based RSUs

The following table summarizes the Company's Time-Based RSU activity for the six months ended June 30, 2023 and 2022 :

The following table summarizes the Company's Time-Based RSU activity for the nine months ended September 30, 2023 and 2022 :

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

4 unchanged sentences

Outstanding at end of period 628,250 $ 36.12 801,508 $ 26.27

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.2 million and $ 2.5 million for the three months ended June 30, 2023 and 2022, respectively.

Compensation expense for RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 4.0 million and $ 4.7 million for the six months ended June 30, 2023 and 2022, respectively.

At June 30, 2023, unrecognized compensation cost related to Time-Based RSUs totaled $ 19.0 million and is expected to be recognized over the remaining weighted average vesting period of 2.5 years.

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.2 million and $ 1.7 million for the three months ended September 30, 2023 and 2022, respectively.

Compensation expense for RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 6.1 million and $ 6.4 million for the nine months ended September 30, 2023 and 2022, respectively.

At September 30, 2023, unrecognized compensation cost related to Time-Based RSUs totaled $ 16.4 million and is expected to be recognized over the remaining weighted average vesting period of 2.3 years.

Performance-Based RSUs

The following table summarizes the Company's Performance-Based RSU award activity for the six months ended June 30, 2023 and 2022 :

The following table summarizes the Company's Performance-Based RSU award activity for the nine months ended September 30, 2023 and 2022 :

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

4 unchanged sentences

Outstanding at end of period 1,949,642 $ 42.96 1,906,643 $ 33.72

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 6.9 million and $ 6.5 million for the three months ended June 30, 2023 and 2022, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 12.7 million and $ 10.3 million for the six months ended June 30, 2023 and 2022, respectively.

At June 30, 2023, unrecognized compensation cost related to Performance-Based RSUs totaled $ 49.2 million and is expected to be recognized over the remaining vesting period of 1.9 years.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 6.2 million and $ 4.9 million for the three months ended September 30, 2023 and 2022, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 18.8 million and $ 15.2 million for the nine months ended September 30, 2023 and 2022, respectively.

At September 30, 2023, unrecognized compensation cost related to Performance-Based RSUs totaled $ 41.8 million and is expected to be recognized over the remaining weighted average vesting period of 1.8 years.

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

3 unchanged sentences

Stock Options

The following table summarizes the Company's stock option activity for the six months ended June 30, 2023 :

The following table summarizes the Company's stock option activity for the nine months ended September 30, 2023 :

WillScot Options Weighted-Average Exercise Price per Share Converted

3 unchanged sentences

Outstanding at end of period 534,188 $ 13.60 831,653 $ 12.87

Fully vested and exercisable options, June 30, 2023

Fully vested and exercisable options, September 30, 2023

534,188 $ 13.60 831,653 $ 12.87

The following table summarizes the Company's stock option activity for the six months ended June 30, 2022:

The following table summarizes the Company's stock option activity for the nine months ended September 30, 2022:

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

2 unchanged sentences

Outstanding at end of period 534,188 $ 13.60 892,325 $ 12.97

Fully vested and exercisable options, June 30, 2022

Fully vested and exercisable options, September 30, 2022

534,188 $ 13.60 892,325 $ 12.97

WillScot Options

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

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

As of September 30, 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.

6 unchanged sentences

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

For the three months ended June 30, 2022, this resulted in approximately $ 12.4 million of revenue and $ 7.2 million of gross profit being transferred from the Modular segment to the Storage segment.

For the six months ended June 30, 2022, $ 23.6 million of revenue and $ 13.5 million of gross profit were transferred from the Modular segment to the Storage segment.

For the three months ended September 30, 2022, this resulted in approximately $ 13.3 million of revenue and $ 7.3 million of gross profit being transferred from the Modular segment to the Storage segment.

For the nine months ended September 30, 2022, $ 36.8 million of revenue and $ 20.9 million of gross profit were 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.

5 unchanged sentences

Reportable Segments

The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three and six months ended June 30, 2023 and 2022, respectively.

Three Months Ended June 30, 2023

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, 2023 and 2022, respectively.

Three Months Ended September 30, 2023

(in thousands) Modular Storage Unallocated Costs Total

21 unchanged sentences

Purchases of rental equipment and refurbishments $ 51,400 $ 11,988 $ — $ 63,388

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

(in thousands) Modular Storage Unallocated Costs Total

18 unchanged sentences

Purchases of rental equipment and refurbishments $ 81,052 $ 41,246 $ — $ 122,298

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

(in thousands) Modular Storage Unallocated Costs Total

21 unchanged sentences

Purchases of rental equipment and refurbishments $ 141,183 $ 24,543 $ — $ 165,726

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

(in thousands) Modular Storage Unallocated Costs Total

18 unchanged sentences

Purchases of rental equipment and refurbishments $ 221,111 $ 95,699 $ — $ 316,810

The following table presents reconciliations of the Company’s income from continuing operations to Adjusted EBITDA for the three and six months ended June 30, 2023 and 2022, respectively:

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

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, 2023 and 2022, respectively:

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

(in thousands) 2023 2022 2023 2022

3 unchanged sentences

Depreciation and amortization 84,802 83,671 242,927 234,762

Currency losses (gains), net 14 ( 173 ) 6,789 ( 36 )

Restructuring costs, lease impairment expense and other related charges (income) — ( 95 ) 22 168

Currency losses, net 96 160 6,885 124

Restructuring costs, lease impairment expense and other related charges — — 22 168

Transaction costs 787 — 787 35

5 unchanged sentences

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 Six Months Ended

June 30 June 30

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

(in thousands) 2023 2022 2023 2022

11 unchanged sentences

The following amounts of common shares that the Company may be obligated to issue were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive:

Three Months Ended Six Months Ended

June 30 June 30

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

(in thousands) 2023 2022 2023 2022

3 unchanged sentences

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