What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-20 compared with 2023-02-22 · 292 added, 403 removed, 1192 unchanged (37% of the section changed)

104 unchanged sentences

Selling, general and administrative 596,090 567,407 480,407

Transaction costs 25 1,375 64,053

Other depreciation and amortization 72,921 62,380 61,777

Lease impairment expense and other related charges 254 2,888 4,876

Restructuring costs ( 86 ) 11,866 6,109

Currency losses (gains), net 886 427 ( 257 )

Currency losses, net 6,754 886 427

Other (income) expense, net ( 15,354 ) ( 6,673 ) 1,715

1 unchanged sentence

Interest expense 205,040 146,278 116,358

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

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

Loss on extinguishment of debt — — 5,999

Income from continuing operations before income tax 468,419 365,204 151,423

Income tax expense (benefit) from continuing operations 88,863 36,528 ( 56,040 )

Income tax expense from continuing operations 126,575 88,863 36,528

Income from continuing operations 341,844 276,341 114,895

Income from continuing operations attributable to non-controlling interest, net of tax — — 1,213

Income from continuing operations attributable to WillScot Mobile Mini common shareholders 276,341 114,895 58,360

Discontinued operations:

Income from discontinued operations before income tax 4,003 63,468 58,267

Income tax expense from discontinued operations 35,725 13,018 4,589

Gain on sale of discontinued operations 176,078 35,456 —

Income tax expense from discontinued operations 45,468 35,725 13,018

Income from discontinued operations 134,613 63,199 45,249

19 unchanged sentences

Net income $ 476,457 $ 339,540 $ 160,144

Other comprehensive income:

Other comprehensive income (loss):

Foreign currency translation adjustment, net of income tax benefit of $ — , $ — and $ 60 for the years ended December 31, 2023, 2022 and 2021, respectively

14,091 ( 44,548 ) ( 880 )

Net gain (loss) on derivatives, net of income tax expense (benefit) of $ 1,171 , $ 2,661 and $( 539 ) for the years ended December 31, 2022, 2021 and 2020, respectively

Net gain on derivatives, net of income tax expense of $ 1,088 , $ 1,171 and $ 2,661 for the years ended December 31, 2023, 2022 and 2021, respectively

3,263 3,497 9,016

Total other comprehensive income ( 41,051 ) 8,136 26,655

Comprehensive income (loss) 298,489 168,280 101,995

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

Total comprehensive income attributable to WillScot Mobile Mini $ 298,489 $ 168,280 $ 102,667

Total other comprehensive income (loss) 17,354 ( 41,051 ) 8,136

Total comprehensive income $ 493,811 $ 298,489 $ 168,280

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

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(in thousands)

Common Stock(1) Class B Common Stock

Shares Amount Shares Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shareholders' Equity Non-Controlling Interest Total Equity

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

Shares Amount

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

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Other comprehensive income — — — 8,136 — 8,136

Mobile Mini Merger 106,427 11 — — 1,348,619 — — 1,348,630 — 1,348,630

Sapphire Exchange - See Note 11 10,641 1 ( 8,024 ) ( 1 ) 66,890 ( 2,972 ) — 63,918 ( 63,918 ) —

Stock-based compensation and issuance of Common Stock from vesting 485 — 26,184 — — 26,184

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

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

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

Net income — — — — 339,540 339,540

Other comprehensive income — — — — — 8,136 — 8,136 — 8,136

Other comprehensive loss — — — ( 41,051 ) — ( 41,051 )

Stock-based compensation and issuance of Common Stock from vesting

5 unchanged sentences

Net income — — — — 476,457 476,457

Other comprehensive loss — — — — — ( 41,051 ) — ( 41,051 ) — ( 41,051 )

Other comprehensive income — — — 17,354 — 17,354

Stock-based compensation and issuance of Common Stock from vesting

514 — 34,486 — — 34,486

Repurchase and cancellation of Common Stock and warrants ( 19,836 ) ( 2 ) — — ( 756,906 ) — — ( 756,908 ) — ( 756,908 )

Issuance of Common Stock from the exercise of options and warrants 3,254 1 — — 11,230 — — 11,231 — 11,231

Repurchase and cancellation of Common Stock ( 18,534 ) ( 1 ) ( 818,673 ) — — ( 818,674 )

Issuance of Common Stock from the exercise of options 35 — 498 — — 498

Withholding taxes on net share settlement of stock-based compensation and option exercises — — ( 14,171 ) — — ( 14,171 )

Balance at December 31, 2023 189,967 $ 20 $ 2,089,091 $ ( 52,768 ) $ ( 775,093 ) $ 1,261,250

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

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

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Gain on sale of discontinued operations ( 176,078 ) ( 35,456 ) —

Impairment losses on right of use assets — — 57

Gain on sale of rental equipment and other property, plant and equipment ( 32,724 ) ( 31,196 ) ( 26,175 )

Amortization of debt discounts and debt issuance costs 11,211 12,064 14,033

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

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

Loss on extinguishment of debt — — 5,999

Stock-based compensation expense 34,486 29,613 26,184

Deferred income tax expense (benefit) 100,849 36,563 ( 55,155 )

Unrealized currency losses, net 753 295 424

Deferred income tax expense 141,641 100,849 36,563

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

Unrealized currency (gains) losses, net ( 1,374 ) 753 295

Other 3,413 4,081 —

12 unchanged sentences

Purchase of rental equipment and refurbishments ( 226,976 ) ( 443,138 ) ( 278,498 )

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

Proceeds from the sale of property, plant and equipment 13,272 1,775 16,911

5 unchanged sentences

Taxes paid on employee stock awards ( 14,171 ) ( 13,888 ) ( 7,177 )

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

Receipts from borrowings 1,911,230 964,308 728,677

9 unchanged sentences

Supplemental cash flow information:

Interest paid $ 130,463 $ 103,795 $ 118,519

Interest paid, net $ 184,863 $ 130,463 $ 103,795

Income taxes paid, net $ 32,949 $ 25,092 $ 9,855

10 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 and Mexico.

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

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

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.

On July 1, 2020, a wholly-owned subsidiary of WillScot Corporation, a Delaware corporation, merged with and into Mobile Mini, Inc.

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("Mobile Mini") continued its existence as the surviving corporation in the Merger and a wholly-owned subsidiary of WillScot Corporation (“WillScot”).

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

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

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

WSC) since the Merger.

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

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

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

On September 30, 2022, the Company completed the sale of its former Tank and Pump Solutions ("Tank and Pump") segment.

On December 12, 2022, the Company entered into a Stock Purchase Agreement to sell its United Kingdom Storage Solutions ("UK Storage Solutions") segment.

The Company completed the sale of the UK Storage Solutions segment on January 31, 2023.

The consolidated financial statements present the historical financial results of the former Tank and Pump segment and the UK Storage Solutions segment as income from discontinued operations for all periods presented and the carrying values of the former Tank and Pump segment and the UK Storage Solutions segment assets and liabilities within assets and liabilities held for sale for reporting periods prior to the segments' disposals.

On January 31, 2023, the Company completed the sale of its former United Kingdom Storage Solutions ("UK Storage Solutions") segment.

The consolidated financial statements present the historical financial results of the former Tank and Pump segment and the UK Storage Solutions segment as income from discontinued operations for all periods presented and the carrying values of the UK Storage Solutions segment assets and liabilities within assets and liabilities held for sale for reporting periods prior to the segments' disposals.

See Note 3 for further discussion.

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

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

Costs incurred for equipment to meet a particular customer specification are either capitalized and depreciated over the lease term taking into consideration the residual value of the asset or charged to the customer at the beginning of the lease and expensed as incurred.

Maintenance and repair costs are expensed as incurred.

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Leasehold improvements are amortized over the lease term.

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

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

Maintenance and repair costs are expensed as incurred.

6 unchanged sentences

Impairment of Long-Lived Assets

When circumstances indicate the carrying amount of long-lived assets in a held-for-use asset group may not be recoverable, the Company evaluates the assets for potential impairment using internal projections of undiscounted cash flows resulting from the use and eventual disposal of the assets.

resulting from the use and eventual disposal of the assets.

Events or changes in circumstances that may necessitate a recoverability evaluation include, but are not limited to, adverse changes in the regulatory environment or an expectation it is more likely than not that the asset will be disposed of before the end of its previously estimated useful life.

If the carrying amount of the assets exceeds the undiscounted cash flows, an impairment expense is recognized for the amount by which the carrying amount of the asset group exceeds its fair value (subject to the carrying amount not being reduced below fair value for any individual long-lived asset that is determinable without undue cost and effort).

Consistent with the provisions of ASC 842, the Company assesses whether any operating lease as set impairment exists in accordance with the measurement guidance in Accounting Standard Codification ("ASC") 360, Property Plant and Equipment .

Consistent with the provisions of Leases (Topic 842) ("ASC 842") , the Company assesses whether any operating lease as set impairment exists in accordance with the measurement guidance in Accounting Standard Codification ("ASC") 360, Property Plant and Equipment .

Cloud Computing Arrangements

12 unchanged sentences

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

Rental equipment is valued utilizing a replacement cost approach.

Rental equipment is valued utilizing a market approach or a replacement cost approach.

Intangible assets are recognized at their estimated fair values as of the date of acquisition and generally consist of customer relationships and trade names.

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

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

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

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

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Evaluation of Goodwill Impairment

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

The Company performs its annual impairment test of goodwill at the reporting unit level as of October 1, as well as during any reporting period in which events or changes in circumstances occur that, in management’s judgment, may constitute triggering events under ASC 350-20, Intangibles – Goodwill and Other, Testing Goodwill for Impairment .

Generally, reporting units are at the operating segment level or one level below the operating segment (the component level), if discrete financial information is prepared and regularly reviewed by segment management.

The Company performs its assessment of goodwill utilizing either a qualitative or quantitative impairment test.

The qualitative

impairment test assesses company-specific, industry, market and general economic factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

The qualitative impairment test assesses company-specific, industry, market and general economic factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or elects not to use the qualitative impairment test, a quantitative impairment test is performed.

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

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

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

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Actual future results may differ from these estimates.

If the carrying amount of the reporting unit exceeds the calculated fair value of the reporting unit, an impairment charge would be recognized for the excess, not to exceed the amount of goodwill allocated to that reporting unit.

If the carrying amount of the reporting unit exceeds the calculated fair value of the reporting unit, an impairment charge would be recognized for the excess of carrying value over fair value, not to exceed the amount of goodwill allocated to that reporting unit.

Intangible Assets Other than Goodwill

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

The 100 % target payout is tied to performance at the 50 % percentile, with a payout curve ranging

from 0 % (for performance less than the 25 % percentile) to 150 % (for performance at or above the 75 % percentile).

The 100 % target payout is tied to performance at the 50 % percentile, with a payout curve ranging from 0 % (for performance less than the 25 % percentile) to 150 % (for performance at or above the 75 % percentile).

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

5 unchanged sentences

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

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

stand-alone public company to rely exclusively on its own trading history.

Future calculations may use the Company trading history.

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The Company records derivatives on the balance sheet at fair value within prepaid expenses and other current assets and other non-current assets (if in an unrealized gain position) or within accrued liabilities and other non-current liabilities (if in an unrealized loss position).

If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the changes in the fair value of derivatives are recorded in accumulated other comprehensive income (loss).

Amounts reported in accumulated other comprehensive income (loss) related to the cash flow hedges are reclassified to earnings when the hedged item impacts earnings.

If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the changes in the fair value of derivatives are recorded in accumulated other comprehensive loss.

Amounts reported in accumulated other comprehensive loss related to the cash flow hedges are reclassified to earnings when the hedged item impacts earnings.

For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs.

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When leases and services are billed in advance, recognition of revenue is deferred until services are rendered.

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

If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is

contractually required to pay over the cumulative amount of revenue recognized to date is recognized as incremental revenue upon return.

Rental equipment is leased primarily under operating leases.

Operating lease minimum contractual terms within the Modular segment, as defined in Note 18, generally range from 1 month to 60 months and averaged approximately 10 months across this segment's rental fleet for the year ended December 31, 2022 .

Rental contracts with customers within our Modular segment, as defined in Note 18 , are generally based on a 28‑day or monthly rate and billing cycle.

O perating lease minimum contractual terms generally range from 1 month to 60 months and our leases are customarily renewable on a month-to-month basis after their initial term.

Operating lease minimum contractual terms averaged approximately 10 months across this segment's rental fleet for the year ended December 31, 2023 .

Rental contracts with customers within the Storage segment, as defined in Note 18, are generally based on a 28 -day rate and billing cycle.

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• Removal services that occur at the end of the lease term.

Consideration is allocated to each of these performance obligations within the contract based upon their estimated relative standalone selling prices using the estimated cost plus a margin approach.

Consideration is allocated to each of these performance obligations within the contract based upon their estimated relative standalone selling prices using an adjusted market approach.

Revenue from these activities is recognized as the services are performed.

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

At December 31, 2022, current deferred revenue and customer deposits included deferred revenue of $ 195.8 million and customer deposits of $ 8.0 million, respectively.

At December 31, 2023, current deferred revenue and customer deposits included deferred reven ue of $ 222.5 million and customer deposits of $ 2.0 million, respectively.

At December 31, 2022, current deferred revenue and customer deposits included deferred revenue of $ 195.8 million and customer deposits of $ 8.0 million, respectively.

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The Company's incremental borrowing rate is a hypothetical rate based on its understanding of what would be the Company's secured credit rating.

Variable lease payments are expensed in the period in which the obligation for those payments is incurred.

Variable lease payments are expensed in the period in which the

obligation for those payments is incurred.

Variable lease payments include payments for common area maintenance, real estate taxes, management fees and insurance.

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Deferred tax liabilities are recognized for the income taxes on the undistributed earnings of wholly-owned foreign subsidiaries unless such earnings are indefinitely reinvested, or will only be repatriated when possible to do so at minimal additional tax cost.

Current income tax relating to items recognized directly in equity is recognized in equity and not in profit (loss) for the year.

Income tax relating to items recognized directly in equity is recognized in equity and not in profit (loss) for the year.

In accordance with applicable authoritative guidance, the Company accounts for uncertain income tax positions using a benefit recognition model with a two-step approach;

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See further discussion of the levels in Note 15.

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

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

At December 31, 2022, no warrants remain outstanding.

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

In periods subsequent to issuance, warrants classified as liabilities 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.

Effective November 29, 2022 , no warrants were outstanding.

Recently Issued and Adopted Accounting Standards

Recently Issued Accounting Standards

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 expands the breadth and frequency of segment disclosures, requiring disclosure of (i) significant segment expenses, (ii) other segment items, (iii) the chief operating decision maker's title and position, (iv) how the chief operating decision maker uses the reported measures of a segment's profit or loss and (v) interim disclosure of all segment profit, loss and asset disclosures currently required annually.

ASU 2023-07 clarifies that a public entity may report one or more measures of segment profit or loss and requires that single reportable segment entities provide all required segment disclosures.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued Accounting Standards Update No.

2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

ASU 2023-09 requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate.

Public business entities (PBEs) are required to provide this incremental detail in a numerical, tabular format, while all other entities will do so through enhanced qualitative disclosures.

The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction;

pretax income (or loss) from continuing operations;

and income tax expense (or benefit).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

Recently Adopted Accounting Standards

Business Combinations (Topic 815):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU No.

2021-08, B usiness Combinations (Topic 805):

In October 2021, the FASB issued Accounting Standards Update No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08").

ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC 606.

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

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

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

NOTE 2 - Acquisitions

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 ASU 2021-08 did not have a material impact on the Company's financial statements or related disclosures.

NOTE 2 - Business Combinations and Acquisitions

Business Combinations

During the year ended December 31, 2023, the Company acquired a national provider of cold storage solutions, which consisted primarily of approximately 2,200 climate-controlled containers and refrigerated storage trailers;

a regional modular space manufacturing and leasing business, which consisted primarily of approximately 1,300 modular leasing units;

and a national provider of premium large clearspan structures.

The aggregate purchase price paid for these acquisitions and the opening balance sheet were as follows:

(in thousands)

Purchase Price:

Cash used in acquisitions, net of cash acquired of $ 3,245

Allocated as follows:

Trade receivables 8,452 (a)

Inventories 2,017

Deferred tax assets 931

Rental equipment 214,936 (b)

Property, plant, and equipment 3,376

Operating lease assets 5,028

Intangibles - customer relationships 26,408 (b)

Other assets 3,669

Accounts payable ( 276 )

Deferred revenue ( 11,635 )

Operating lease liabilities ( 3,633 )

Other liabilities ( 2,182 )

Total identifiable net assets 247,091

Goodwill 164,502

Total net assets acquired $ 411,593

(a) As of the acquisition date, the fair value of accounts receivable was $ 8.5 million, and the gross contractual amount was $ 11.5 million.

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

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

Rental equipment and intangible assets were increased by approximately $ 12.9 million and $ 26.4 million from amounts previously reported, respectively.

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.

Revenue and earnings from business combinations are not available, as the businesses are integrated into the Company's centralized financial and operational processes following acquisition.

Asset Acquisitions

During 2022, the Company acquired certain assets and liabilities of 13 smaller entities, which consisted primarily of approximately 14,100 storage units and 4,400 modular units for $ 220.6 million in cash.

The accompanying consolidated financial statements include $ 214.8 million of rental equipment as a result of these acquisitions.

During 2023, the Company acquired certain assets and liabilities of five smaller entities, which consisted primarily of approximately 1,800 storage units and 700 modular units for $ 150.0 million in cash.

As of the acquisition dates, the fair value of rental equipment acquired was $ 147.6 million.

Integration Costs

The Company records integration costs related to asset acquisitions and the Merger within selling, general and administrative ("SG&A") expense.

The Company incurred $ 15.5 million, $ 28.4 million and $ 16.6 million in integration costs for asset acquisitions and the Merger for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company records integration costs related to business combinations, asset acquisitions and the Merger within selling, general and administrative ("SG&A") expense.

The Company incurred $ 10.4 million, $ 15.5 million and $ 28.4 million in integration costs for business combinations, asset acquisitions and the Merger for the years ended December 31, 2023, 2022 and 2021, respectively.

NOTE 3 - Discontinued Operations

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Exiting the former Tank and Pump segment 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 the former Tank and Pump segment rental fleet, property, plant and equipment, and operating lease assets during the third quarter of 2022 when the former Tank and Pump segment initially qualified as held for sale.

In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations , the criteria for discontinued operations presentation were met during the third quarter of 2022 and results for the former Tank and Pump segment were reported in income from discontinued operations within the consolidated statements of operations for all periods presented.

The carrying values of the divested business' assets and liabilities were presented within assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2021.

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 was no significant continuing involvement with the former Tank and Pump segment after its disposal.

Results for the former Tank and Pump segment are reported in income from discontinued operations within the consolidated statements of operations for all periods presented.

UK Storage Solutions Divestiture

On December 12, 2022, the Company entered into a stock purchase agreement to sell its UK Storage Solutions segment for cash consideration of £ 335.0 million, subject to certain adjustments.

The sale transaction was completed on January 31, 2023.

Total cash consideration for the transaction was $ 418.1 million.

The Company will record a gain on the sale of the UK Storage Solutions segment in the first quarter of 2023.

On January 31, 2023, the Company sold its former UK Storage Solutions segment for $ 418.1 million.

Exiting the 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 Company ceased recording depreciation and amortization for the UK Storage Solutions segment rental fleet, property, plant

and equipment, and operating lease assets during the fourth quarter of 2022 when the UK Storage Solutions segment initially qualified as held for sale.

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

The carrying value of the UK Storage Solutions segment's assets and liabilities were presented within assets and liabilities held for sale on the consolidated balance sheets as of December 31, 2022 and 2021.

There will be no significant continuing involvement with the UK Storage Solutions segment after its disposal.

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

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 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 as of December 31, 2022.

The 2022 results for the former Tank and Pump segment represent results for the nine months ended September 30, 2022 as the Company sold the former Tank and Pump segment on September 30, 2022.

The 2020 results for the former Tank and Pump segment and the UK Storage Solutions segment represent results subsequent to July 1, 2020, the date the Company acquired the segments.

The 2023 results for the former UK Storage Solutions segment represent results for one month as the Company sold the former UK Storage Solutions segment on January 31, 2023.

Year Ended December 31, 2023

(in thousands) Tank and Pump UK Storage Solutions Total

(in thousands) UK Storage Solutions

Leasing and services revenue:

2 unchanged sentences

Sales revenue:

New units 2,202 1,106 3,308

Rental units 449

4 unchanged sentences

Costs of sales:

New units 1,636 738 2,374

Rental units 492

Depreciation of rental equipment 8,145 4,254 12,399

Gross profit 5,544

Selling, general and administrative 1,486

Other depreciation and amortization 6,103 5,906 12,009

Currency losses, net — 138 138

Other expense (income), net 4 ( 7 ) ( 3 )

Other income, net ( 1 )

Operating income 4,059

1 unchanged sentence

Income from discontinued operations before income tax 4,003

Income tax expense from discontinued operations 843 34,882 35,725

Gain on sale of discontinued operations 175,708

Income tax expense from discontinued operations 45,468

Income from discontinued operations $ 134,243

1 unchanged sentence

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 year ended December 31, 2023 .

Year Ended December 31, 2022

17 unchanged sentences

Other depreciation and amortization 6,103 5,906 12,009

Restructuring costs 2 — 2

Currency losses, net — 138 138

4 unchanged sentences

Income tax expense from discontinued operations 843 34,882 35,725

Gain on sale of discontinued operations 35,456 — $ 35,456

Income from discontinued operations $ 59,101 $ 4,098 $ 63,199

51 unchanged sentences

Total liabilities held for sale $ 66,854

December 31, 2021

(in thousands) Tank and Pump UK Storage Solutions Total

Cash and cash equivalents $ — $ 6,306 $ 6,306

Trade receivables, net of allowance for credit losses of $ 1,469 related to Tank and Pump and $ 387 related to UK Storage Solutions

31,031 17,571 48,602

Inventories 647 2,297 2,944

Prepaid expenses and other current assets 222 1,604 1,826

Rental equipment, net 134,973 168,208 303,181

Property, plant and equipment, net 29,931 24,071 54,002

Operating lease assets 11,720 16,592 28,312

Goodwill 100,107 65,098 165,205

Intangible assets, net 8,750 9,053 17,803

Other non-current assets 55 2,659 2,714

Total assets held for sale $ 317,436 $ 313,459 $ 630,895

Accounts payable $ 8,001 $ 7,707 $ 15,708

Accrued expenses 4,603 2,971 7,574

Accrued employee benefits 2,487 1,528 4,015

Deferred revenue and customer deposits 27 7,269 7,296

Deferred tax liabilities 17,095 32,110 49,205

Operating lease liabilities 11,959 17,174 29,133

Other non-current liabilities 23,487 5,154 28,641

Total liabilities held for sale $ 67,659 $ 73,913 $ 141,572

At December 31, 2021, assets held for sale of $ 1.0 million were not related to the former Tank and Pump segment or the UK Storage Solutions segment and were excluded from the table above.

For the years ended December 31, 2022 and 2021 , significant operating and investing items related to the former Tank and Pump segment were as follows:

1 unchanged sentence

(in thousands)

2022 2021 2020

Operating activities of discontinued operations:

36 unchanged sentences

Income from discontinued operations $ 134,243 $ 4,098 $ 30,616

Gain on sale of discontinued operations 175,708 — —

Income tax expense from discontinued operations 45,468 34,882 7,741

3 unchanged sentences

Currency losses, net — 138 121

Restructuring costs, lease impairment expense and other related charges — — 364

Stock compensation expense ( 196 ) 197 39

13 unchanged sentences

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

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

This includes turnkey temporary modular space and portable storage units along with 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.

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Total revenues $ 2,364,767 $ 2,142,623 $ 1,672,980

(a) Includes $ 25.3 million , $ 17.1 million, and $ 16.1 million of VAPS service revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

(a) Incl udes $ 23.9 million, $ 25.3 million, and $ 17.1 million of VAPS service revenue for the years ended December 31, 2023, 2022 and 2021, respectively.

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

Leasing and Services Revenue

The majority of revenu e ( 75 %, 74 %, and 72 % for the years ended December 31, 2022, 2021 and 2020, respectively) is generated by lease income subject to the guidance of ASC 842.

The majority of revenue ( 77 %, 75 % , and 74 % for the years ended December 31, 2023, 2022 and 2021, respectively) is generated by lease income subject to the guidance of ASC 842.

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

At December 31, 2022 and for the years ended December 31, 2023 through 2027 and thereafter, f uture committed leasing revenues under non-cancelable operating leases with the Company’s customers, excluding revenue from delivery and installation and potential lease extensions, were as follows:

At December 31, 2023 and for the years ended December 31, 2024 through 2028 and thereafter, future committed leasing revenues under non-cancelable operating leases with the Company’s customers, excluding revenue from delivery and installation and potential lease extensions, were as follows:

(in thousands) Operating Leases

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No single customer accounted for more than 1.0 % and 1.7 % of the Company’s receivables at December 31, 2023 and 2022, respectively.

The Company's top five customers with the largest open receivables balances represent ed 5.4 % and 5.6 % of the total receivables balance as of December 31, 2022 and 2021, respectively.

The Company's top five customers with the largest open receivables balances represented 4.3 % and 5.4 % of the total receivables balance as of December 31, 2023 and 2022, respectively.

The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures.

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

During the years ended December 31, 2022, 2021 and 2020, $ 47.2 million, $ 38.8 million and $ 35.6 million, respectively, of deferred revenue relating to these services, was recognized as revenue.

At December 31, 2022 and 2021 , the Company had approximately $ 102.2 million and $ 74.4 million, respectively, of deferred revenue related to these services.

As of December 31, 2023 and 2022, the Company had approximately $ 124.1 million and $ 102.2 million, respectively, of deferred revenue related to services billed in advance.

During the years ended December 31, 2023, 2022 and 2021, $ 67.6 million, $ 47.2 million and $ 38.8 million, respectively, of deferred revenue billed in advance was recognized as revenue .

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

1 unchanged sentence

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 exemption to omit disclosure of such amounts.

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 exemption 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.

27 unchanged sentences

Selling, general and administrative 67,374 60,017 56,005

Lease impairment expense and other related charges 213 2,028 2,800

Short-term lease expense

1 unchanged sentence

Selling, general and administrative 1,789 1,792 794

Lease impairment expense and other related charges — — 471

Variable lease expense

1 unchanged sentence

Selling, general and administrative 8,380 7,289 5,134

Lease impairment expense and other related charges 40 492 855

Total operating lease expense $ 107,058 $ 110,230 $ 96,041

The Company initiated certain restructuring plans associated with the Merger to capture operating synergies as a result of integrating these entities.

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

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

During the year ended December 31, 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 year ended December 31, 2021, the Company recorded $ 2.9 million in lea se i mpairment expense and other relat ed charges which is comprised of $ 0.3 million loss on lease exit and $ 2.6 million in closed location rent expense.

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

Supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 were as follows:

38 unchanged sentences

Property, plant and equipment, net $ 340,887 $ 304,659

Depreciation expense related to property, plant and equipment was $ 38.6 million , $ 37.5 million, and $ 23.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Depreciation expense related to property, plant and equipment w as $ 47.1 million, $ 38.6 million, and $ 37.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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

As of December 31, 2023 and 2022, the gross cost of property, plant and equipment assets under finance leases was $ 133.3 million and $ 84.7 million, respectively, with related accumulated depreciation of $ 40.8 million and $ 26.9 million, respectively.

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

NOTE 9 - Goodwill and Intangible Assets

2 unchanged sentences

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 )

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

Additions from acquisitions 61,111 103,391 164,502

Effects of movements in foreign exchange rates 704 — 704

Balance at December 31, 2023 $ 580,692 $ 595,943 $ 1,176,635

The Company conducted its annual impairment test of goodwill as of October 1, 2022 and determined that there was no impairment of goodwill identified as a result of the annual impairment analysis.

Accumulated historical goodwill impairment losses wer e $ 792.8 million and pertain to the Modular segment (as defined in Note 18) prior to Double Eagle Acquisition Corporation's ("DEAC") acquisition of Williams Scotsman International, Inc.

("WSII") in 2017.

The Company conducted its annual impairment test of goodwill as of October 1, 2023 and determined that there was no impairment of goodwill identified.

Accumulated historical goodwill impairment losses wer e $ 792.8 million and pertain to the Modular segment (as defined in Note 18) prior to Double Eagle Acquisition Corporation's acquisition of Williams Scotsman International, Inc.

There were no goodwill impairments recorded for the years ended December 31, 2023, 2022 and 2021.

4 unchanged sentences

Intangible assets subject to amortization:

Mobile Mini customer relationships 5.5 $ 188,000 $ ( 58,750 ) $ 129,250

Customer Relationships 4.5 $ 214,408 $ ( 84,324 ) $ 130,084

Technology 2.5 1,500 ( 875 ) 625

6 unchanged sentences

Intangible assets subject to amortization:

Mobile Mini customer relationships 6.5 $ 188,000 $ ( 35,250 ) $ 152,750

Customer Relationships 5.5 $ 188,000 $ ( 58,750 ) $ 129,250

Technology 3.5 1,500 ( 625 ) 875

7 unchanged sentences

2024 $ 29,122

Thereafter 11,750

Total $ 130,709

3 unchanged sentences

2025 Secured Notes 6.125 % 2025 $ 522,735 $ 520,350

ABL Facility (a)

Varies 2027 1,988,176 1,612,783

ABL Facility Varies 2027 1,929,259 1,988,176

2028 Secured Notes 4.625 % 2028 494,500 493,470

2031 Secured Notes 7.375 % 2031 493,709 —

Finance Leases Varies Varies 117,099 74,370

2 unchanged sentences

Total long-term debt $ 3,538,516 $ 3,063,042

(a) As of December 31, 2022 and 2021, the Company had no outstanding principal borrowings on the Multicurrency Facility (defined below) and $ 2.5 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 $ 2.5 million and $ 6.2 million i n excess of principal was included in other non-current assets on the consolidated balance sheets as of December 31, 2022 and 2021, respectively.

Maturities of debt, including finance leases, during the years subsequent to December 31, 2023 are as follows:

4 unchanged sentences

Total $ 3,617,814

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

These debt costs will be amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows:

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

These debt costs are amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows:

(in thousands) Debt issuance cost amortization

3 unchanged sentences

Asset Backed Lending Facility

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

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

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

In connection with these repayments, the Company wrote off $ 4.4 million of deferred financing costs to loss on extinguishment of debt.

On July 1, 2020, certain subsidiaries of the Company entered into an asset-based credit agreement (the "ABL Facility") that initially provided for revolving credit facilities in the aggregate principal amount of up to $ 2.4 billion, consisting of:

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 2.0 billion and (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros.

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

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

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

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

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

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

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.

(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.

3 unchanged sentences

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 0.2 % annually.

At December 31, 2022, the weighted average interest rate for borrowings under the ABL Facility was 5.91 %.

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

At December 31, 2023, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the 2023 interest rate swap agreements, was 6.24 %.

Refer to Note 14 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 December 31, 2022, the Line Cap was $ 3.0 billion and the Borrowers had approximately $ 1.0 billion of available borrowing capacity under the ABL Facility, including $ 705.0 million under the US Facility and $ 309.1 million under the Multicurrency Facility.

Borrowing capacity under the ABL Facility is made available for up to $ 205.9 million of letters of credit and up to $ 220.0 million of swingline loans.

At December 31, 2022, letters of credit

and bank guarantees carried fees of 1.625 %.

At December 31, 2023, the Line Cap was $ 3.2 billion and the Borrowers had approximately $ 1.2 billion of available borrowing capacity under the ABL Facility, including $ 1.0 billion under the US Facility and $ 189.4 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 December 31, 2023, the available capacity was $ 191.5 million of letters of credit and $ 216.2 million of swingline loans.

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

The Company had issued $ 28.5 million of standby letters of credit under the ABL Facility at December 31, 2023.

The Company had approximately $ 2.0 billion outstanding principal under the ABL Facility at December 31, 2023.

Debt issuance costs of $ 31.8 million were included in the carrying value of the ABL Facility at December 31, 2022.

Debt issuance costs of $ 26.8 million and $ 31.8 million were included in the carrying value of the ABL Facility at December 31, 2023 and December 31, 2022 .

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 consolidated balance sheets.

The obligations of the US Borrowers are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of Holdings, other than excluded subsidiaries (together with Holdings, the "US Guarantors").

1 unchanged sentence

Senior Secured Notes

In anticipation of the Merger, on June 15, 2020, Picasso Finance Sub, Inc., a newly-formed indirect finance subsidiary (the "Finance Sub") of the Company completed a private offering of $ 650.0 million in aggregate principal amount of its 6.125 % senior secured notes due 2025 (the "2025 Secured Notes") to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended ("Rule 144A").

In connection with the completion of the Merger, on July 1, 2020, the proceeds were used to repay the 2022 Senior Secured Notes, repay Mobile Mini senior notes assumed in the acquisition and pay certain fees and expenses related to the Merger and the related financing transactions.

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

The Company recorded $ 14.3 million in deferred financing fees related to the 2025 Secured Notes.

On June 15, 2020, the Company completed a private offering of $ 650.0 million in aggregate principal amount of its 6.125 % senior secured notes due 2025 (the "2025 Secured Notes") to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended ("Rule 144A").

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

Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020.

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

Interest is payable semi-annually on June 15 and December 15 of each year.

In 2021, using cash on hand and borrowings on the ABL Facility, the Company redeemed $ 123.5 million of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the consolidated statement of operations of $ 6.0 million comprised of a redemption premium of $ 3.7 million and write off of unamortized deferred financing fees of $ 2.3 million.

As of December 31, 2023 the aggregate principal amount outstanding for the 2025 Secured Notes was $ 526.5 million.

Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $ 3.8 million as of December 31, 2023.

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

In the second quarter of 2021, using cash on hand and borrowings on the ABL Facility, the Company redeemed 10 % of the outstanding principal, or $ 58.5 million, of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the consolidated statement of operations of $ 2.8 million comprised of a redemption premium of $ 1.8 million and write-off of unamortized deferred financing fees of $ 1.0 million.

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

Year Redemption Price

2022 103.063 %

2023 101.531 %

2024 and thereafter 100.000 %

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

The 2025 Secured Notes are unconditionally guaranteed by each of WSII's direct and indirect domestic subsidiaries and WSII's parent, Holdings (collectively, "the Note Guarantors").

WillScot Mobile Mini is not a guarantor of the 2025 Secured Notes.

The Note Guarantors, as well as certain of the Company’s non-US subsidiaries, 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 2025 Secured Notes.

These guarantees are secured by a second priority security interest in substantially all of the assets of WSII and the Note Guarantors, subject to customary exclusions.

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

2028 Senior Secured Notes

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

P roceeds were used to repay the 2023 Senior Secured Notes.

T he 2028 Secured Notes mature on August 15, 2028 and bear interest at a rate of 4.625 % per annum.

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

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

Unamortized deferred financing costs pertaining to the 2028 Secured Notes were $ 5.5 million as of December 31, 2023.

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

Before August 15, 2023, the Company may redeem up to 40 % of the aggregate principal amount of the 2028 Secured Notes at a price equal to 104.625 % of the principal amount of the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings.

At any time prior to August 15, 2023, the Company may also redeem up to 10 % of the aggregate principal amount at a redemption price equal to 103 % of the principal amount of the 2028 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date.

If the Company undergoes a change of control or sells certain of its assets, the Company may be required to offer to repurchase the 2028 Secured Notes.

On and after August 15, 2023, the Company may redeem the 2028 Secured Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount set forth below plus accrued and unpaid interest to but not including the applicable redemption date, subject to the holders' right to receive interest due on an interest payment date falling on or prior to the redemption date, if redeemed during the twelve-month period beginning on August 15 of each of the years set forth below.

On September 25, 2023, the Company 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 $ 6.3 million as of December 31, 2023.

The tables below depict the redemption prices (expressed as percentages of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.

2025 Secured Notes

Year Redemption Price

2023 102.313 %

2024 101.156 %

2025 and thereafter 100.000 %

On December 23, 2021, in connection with the merger of WSII with and into WSI, WSI entered into the 2028 Notes Supplemental Indenture, pursuant to which WSI assumed all of WSII's obligations and rights related to the 2028 Secured Notes.

The 2028 Secured Notes are unconditionally guaranteed by the Note Guarantors.

June 15, 2023 101.531 %

June 15, 2024 and thereafter 100.000 %

2028 Secured Notes

Year Redemption Price

August 15, 2023 102.313 %

August 15, 2024 101.156 %

August 15, 2025 and thereafter 100.000 %

2031 Secured Notes

The Company may redeem the 2031 Secured Notes at any time before October 1, 2026 at a redemption price equal to 100 % of the principal amount thereof, plus a customary make whole premium for the 2031 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date.

Before October 1, 2026, the Company may redeem up to 40 % of the aggregate principal amount of the 2031 Secured Notes at a price equal to 107.375 % of the principal amount of the 2031 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings.

At any time prior to October 1, 2026, the Company may also redeem up to 10 % of the aggregate principal amount at a redemption price equal to 103 % of the principal amount of the 2031 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date.

Year Redemption Price

October 1, 2026 103.688 %

October 1, 2027 101.844 %

October 1, 2028 and thereafter 100.000 %

The 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”).

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

The Note Guarantors, as well as certain of the Company’s non-US subsidiaries, are guarantors or borrowers under the ABL Facility.

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 Secured Notes.

These guarantees are secured by a second priority security interest in substantially all of the assets of WSII and the Note Guarantors, subject to customary exclusions.

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

2022 Senior Secured Notes

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

2023 Senior Secured Notes

In connection with the private offering of its 2028 Secured Notes, the Company used the offering proceeds to repay, along with expenses, the $ 441.0 million outstanding principal amount of its 2023 Senior Secured Notes at a redemption price of 103.438 % plus accrued interest and unpaid interest.

The Company recorded a loss on extinguishment of debt in the 2020 consolidated statement of operations of $ 22.7 million comprised of a redemption premium of $ 16.6 million and a write off of unamortized deferred financing fees of $ 6.1 million.

The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of Williams Scotsman, Inc., a wholly owned indirect subsidiary of the Company (“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 December 31, 2022 and December 31, 2021, obligations under the finance leases for certain real property and transportation related equipment were $ 74.4 million and $ 60.4 million, respectively.

The Company maintains finance leases primarily related to transportation related equipment.

At December 31, 2023 and December 31, 2022, obligations under the finance leases were $ 117.1 million and $ 74.4 million, respectively.

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments for the year ended December 31, 2023.

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WillScot Mobile Mini's certificate of incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with a par value of $ 0.0001 per share.

As of December 31, 2022, the Company has zero shares of Preferred Stock issued and outstanding.

As of December 31, 2023 and 2022, the Company had zero shares of Preferred Stock issued and outstanding.

WillScot Mobile Mini's certificate of incorporation authorizes the issuance of 500,000,000 shares of Common Stock with a par value of $ 0.0001 per share.

The Company has 207,951,682 shares of Common Stock issued and outstanding as of December 31, 2022.

The Company had 189,967,135 shares of Common Stock issued and outstanding as of December 31, 2023.

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

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

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

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

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

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

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

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

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

In connection with stock compensation vesting and stock option exercises described in Note 16, and the warrant exercises described below, the Company issued 3,847,905 , 6,752,647 and 3,151,400 shares of Common Stock during the years ended December 31, 2022, 2021 and 2020, respectively.

In connection with stock compensation vesting and stock option exercises described in Note 16, and the warrant exercises described in Note 12 , the Company issued 549,272 , 3,847,905 and 6,752,647 shares of Common Stock during the years ended December 31, 2023, 2022 and 2021, respectively.

Stock Repurchase Program

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

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

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

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.

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.

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

During the year ended December 31, 2022, the Company repurchased 19,854,424 shares of Common Stock and stock equivalents for $ 756.9 million.

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 year ended December 31, 2023, the Company repurchased 18,533,819 shares of Common Stock for $ 810.8 million.

During the year ended December 31, 2022, the Company repurchased 19,854,424 shares of Common Stock and stock equivalents for $ 756.9 million.

As of December 31, 2022, $ 630.8 million of the approved repurchase pool remained available.

As of December 31, 2023, $ 498.2 million of the authorization for future repurchases of our common stock remained available.

Accumulated Other Comprehen sive Loss

The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2023, 2022 and 2021, were as follows:

(in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total

(in thousands) Foreign Currency Translation Unrealized (gains) losses on hedging activities Total

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

Other comprehensive income (loss) before reclassifications 28,404 ( 11,874 ) 16,530

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

Reclassifications from AOCI to income (a)

— 12,001 12,001

Less other comprehensive (loss) income attributable to non-controlling interest 1,183 702 1,885

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

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

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

Other comprehensive loss before reclassifications ( 44,548 ) ( 1,033 ) ( 45,581 )

Reclassifications from AOCI to income (a)

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

Other comprehensive loss before reclassifications ( 44,548 ) ( 1,033 ) ( 45,581 )

Other comprehensive income before reclassifications 14,091 14,813 28,904

Reclassifications from AOCI to income (a)

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NOTE 12 - Warrants

2015 Public Warrants

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

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

In the first quarter of 2020, the 2015 Public Warrants were exercised or redeemed as follows:

(i) 796,610 warrants were exercised for cash proceeds of $ 4.6 million and the Company issued 398,305 shares of Class A Common Stock, (ii) 5,836,048 warrants were exercised on a cashless basis and the Company issued 1,097,162 shares of Class A Common Stock, and (iii) 38,509 remaining warrants were redeemed for $ 0.01 per warrant.

Effective February 2020, no 2015 Public Warrants were outstanding.

2015 Private Warrants

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

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

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

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

During the year ended December 31, 2020, 4,781,700 of the 2015 Private Warrants were repurchased for $ 21.6 million and cancelled, and 70,000 of the 2015 Private Warrants were exercised, resulting in the Company receiving cash proceeds of $ 0.4 million and issuing 35,000 shares of Common Stock.

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

During the year ended December 31, 2021, 3,055,000 of the 2015 Private Warrants were repurchased for $ 25.5 million and cancelled, and 9,655,000 warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock.

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In connection with the acquisition of Modular Space Holdings, Inc.

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

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

("ModSpace") in 2018, the Company issued warrants to purchase approximately 10.0 million shares of its Common Stock (the "2018 Warrants") to former shareholders of ModSpace.

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

The 2018 Warrants expired on November 29, 2022.

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

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

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

3 unchanged sentences

The remaining 32,543 of 2018 Warrants expired on November 29, 2022 .

As a result of these transactions, at December 31, 2022, no 2018 Warrants were outstanding.

Effective November 29, 2022, no 2018 Warrants were outstanding.

The Company accounted for its warrants as follows:

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

Subsequent to June 30, 2020, the 2018 Warrants were equity classified through their expiration in November 2022.

(i) the 2015 Private Warrants as liabilities through their final repurchase or exercise in May 2021 and (ii) subsequent to June 30, 2020, the 2018 Warrants were equity classified through their expiration in November 2022.

NOTE 13 – Income Taxes

The components of income tax expense (benefit) from continuing operations for the years ended December 31, are comprised of the following:

The components of income tax expense from continuing operations for the years ended December 31, are comprised of the following:

(in thousands) 2023 2022 2021

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Foreign ( 1,031 ) ( 1,170 ) 9,052

Total income tax expense (benefit) from continuing operations $ 88,863 $ 36,528 $ ( 56,040 )

Income tax expense (benefit) from continuing operations differed from the amount computed by applying the US statutory income tax rate of 21% to the income (loss) from continuing operations before income taxes for the following reasons for the years ended December 31, :

Total income tax expense from continuing operations $ 126,575 $ 88,863 $ 36,528

Income tax expense from continuing operations differed from the amount computed by applying the US statutory income tax rate of 21% to the income from continuing operations before income taxes for the following reasons for the years ended December 31, :

(in thousands) 2023 2022 2021

Income (loss) from continuing operations before income tax

Income from continuing operations before income tax

US $ 444,557 $ 341,412 $ 137,922

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Valuation allowances ( 815 ) ( 6,907 ) ( 2,595 )

(Non-taxable) non-deductible items 1,147 ( 410 ) 198

Non-deductible (non-taxable) items 775 1,147 ( 410 )

Non-deductible executive compensation 2,014 1,258 2,309

Non-deductible transaction costs — 33 4,425

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

Non-deductible remeasurement of common stock warrant liabilities — — 5,585

Uncertain tax positions ( 523 ) ( 804 ) ( 11,748 )

Tax law changes (excluding valuation allowance) (a)

( 50 ) ( 94 ) 8,411

Other 356 ( 432 ) 1,305

Income tax expense (benefit) from continuing operations $ 88,863 $ 36,528 $ ( 56,040 )

Income tax expense from continuing operations $ 126,575 $ 88,863 $ 36,528

Effective income tax rate 27.02 % 24.33 % 24.12 %

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

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

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and carryforwards.

Significant components of the Company’s deferred tax assets and liabilities as of December 31, are as follows:

Significa nt components of the Company’s deferred tax assets and liabilities as of December 31, are as follows:

(in thousands) 2023 2022

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Accrued liabilities 5,996 8,043

Allowance for credit losses 21,964 15,143

Deferred revenue 57,494 50,531

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Intangible assets ( 60,358 ) ( 84,390 )

ROU asset ( 59,258 ) ( 62,158 )

Right of use asset ( 61,653 ) ( 59,258 )

Deferred gain — ( 26,691 )

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As of December 31, 2022, the net deferred income tax liability presented in the table above included net deferred tax liability of $ 29.7 million ($ 33.7 million of deferred tax liability, net of $ 4.0 million of deferred tax asset) related to the UK Storage Solutions segment and recorded in liabilities held for sale - non-current on the consolidated balance sheet.

As of December 31, 2021, the net deferred income tax liability presented in the table above included net deferred tax liability of $ 32.1 million ($ 36.8 million of deferred tax liability, net of $ 4.7 million of deferred tax asset) and $ 17.1 million ($ 37.2 million of deferred tax liability, net of $ 21.3 million of gross deferred tax asset, which was net of $ 1.2 million of valuation allowance) included in liabilities held for sale - non-current related to the UK Storage Solutions segment and the former Tank and Pump segment, respectively.

See Note 3 for further information.

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

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

The Company's valuation allowance decreased by $ 8.1 million from 2021, primarily related to a $ 7.1 million reduction to the valuation allowance on state NOL where the Company determined that it is more likely than not realizable due to sufficient current and future taxable income.

Additionally, the valuation allowance decreased by $ 1.0 million from 2021 due to the sale of the former Tank and Pump segment.

The Company's valuation allowance decreased by $ 0.8 million from 2022, related to a reduction to the valuation allowance on state NOL where the Company determined that it is more likely than not realizable due to sufficient current and future taxable income.

Tax loss carryforwards as of December 31, 2023 are outlined in the table below and include US Federal, US State and foreign (Canada and Mexico).

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US - State 240,335 10,789 2025 – 2042, Indefinite

Foreign - Canada and Mexico 2,595 619 2032 – 2037

Total $ 705,514 $ 99,676

As of December 31, 2023, the total amount of the basis difference in investments outside the US, which are indefinitely reinvested and for which deferred taxes have not been provided, is approximately $ 174.2 million .

The basis difference decreased in 2022 due to the basis difference in the UK no longer being deemed indefinitely reinvested following classification of the UK Storage Solution segment as held for sale.

The tax, if any, associated with the recovery of the basis difference is dependent on the manner in which it is recovered and is not readily determinable.

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Unrecognized tax benefits – January 1, $ 43,627 $ 44,314 $ 54,494

Increases based on tax positions related to current period — — 1,211

Increases based on tax positions related to prior period — — 9

1 unchanged sentence

Unrecognized tax benefits – December 31, $ 43,134 $ 43,627 $ 44,314

At December 31, 2022, 2021 and 2020, respectively, there were $ 42.3 million , $ 43.3 million and $ 53.2 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

At December 31, 2023, 2022 and 2021, respective ly, there were $ 41.8 million, $ 42.3 million and $ 43.3 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

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

During the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $ 0.1 million, $ 1.0 million, and $ 0.9 million in interest, respectively.

The Company accrued approximately $ 0.4 million and $ 0.6 million for the payment of interest at December 31, 2022 and 2021, respectively.

During the years ended December 31, 2022 and 2021, the Company recognized approximately $ 0.1 million, and $ 1.0 million in interest, respectively.

The Company accrued approximately $ 0.4 million for the payment of interest at both December 31, 2023 and 2022.

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

As of December 31, 2022, the Company believes that it is reasonably possible that approximately $ 0.6 million of

unrecognized tax benefits could decrease in the next twelve months as a result of the expiration of statutes of limitation, audit settlements or resolution of tax uncertainties.

As of December 31, 2023, the Company believes that it is reasonably possible that approximately $ 0.7 million of unrecognized tax benefits could decrease in the next twelve months as a result of the expiration of statutes of limitation, audit settlements or resolution of tax uncertainties.

NOTE 14 - Derivatives

Interest Rate Swap

Interest Rate Swaps

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.

2 unchanged sentences

The Swap Agreement terminated on May 29, 2022.

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of December 31, 2021 was as follows:

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 5.36 % at December 31, 2023.

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

(in thousands) Balance Sheet Location 2023

Cash Flow Hedges:

Interest rate swap Accrued liabilities $ 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 statement of operations for the years ended December 31:

Interest rate swap Prepaid expenses and other current assets $ 9,145

Interest rate swap Other non-current liabilities $ ( 4,595 )

Over the next twelve months, the Company expects to reclassify $ 9.1 million, net of tax, from accumulated other comprehensive loss into the consolidated statements of operations within interest expense related to the interest rate swaps.

The fair value of the interest rate swaps 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 swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statement of operations for the years ended December 31:

(in thousands) 2023 2022 2021

Gain (loss) recognized in OCI $ 4,669 $ 11,677 $ ( 2,288 )

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

Loss reclassified from AOCI into income (effective portion) $ ( 4,530 ) $ ( 12,001 ) $ ( 10,125 )

Gain recognized in OCI $ 15,901 $ 4,669 $ 11,677

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

(Gain) loss reclassified from AOCI into income $ ( 11,550 ) $ 4,530 $ 12,001

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 UK Storage Solutions segment at a price ranging from 1.20550 to 1.20440 USD to British Pounds Sterling.

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 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 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 the reporting date with unrealized gains and losses reflected in the Company's results of operations.

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

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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 following table discloses the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the year ended December 31, 2022:

The following table discloses the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the years ended December 31:

(in thousands) 2023 2022

Loss recognized in income $ 7,715 $ 930

Location of loss recognized in income Currency losses (gains), net

Location of loss recognized in income Currency losses, net Currency losses, net

NOTE 15 - Fair Value Measures

9 unchanged sentences

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

ABL Facility (a)

$ 1,988,176 $ — $ 2,020,000 $ — $ 1,612,783 $ — $ 1,644,500 $ —

2025 Secured Notes (a)

520,350 — 526,800 — 518,117 — 551,835 —

2028 Secured Notes (a)

493,470 — 450,135 — 492,490 — 515,635 —

ABL Facility $ 1,929,259 $ — $ 1,956,011 $ — $ 1,988,176 $ — $ 2,020,000 $ —

2025 Secured Notes 522,735 — 527,021 — 520,350 — 526,800 —

2028 Secured Notes 494,500 — 474,285 — 493,470 — 450,135 —

2031 Secured Notes 493,709 — 528,075 — — — — —

Total $ 3,440,203 $ — $ 3,485,392 $ — $ 3,001,996 $ — $ 2,996,935 $ —

(a) The carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $ 31.8 million, $ 6.2 million, and $ 6.5 million of unamortized debt issuance costs as of December 31, 2022, which were presented as a direct reduction of the corresponding liability.

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

As of December 31, 2023, the carrying values of the ABL Facility, the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $ 26.8 million, $ 3.8 million, $ 5.5 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 values 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.

There were no transfers of financial instruments between the three levels of the fair value hierarchy during the years ended December 31, 2023 a nd 2022.

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

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

The fair values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes are based on their last trading price at the end of each period obtained from a third party.

The loca tion and the fair value of derivative assets and liabilities in the consolidated balance sheet are disclosed in Note 14.

As part of the Merger, on July 2, 2020, the Company converted Mobile Mini's outstanding fully vested stock options to 7,361,516 WillScot Mobile Mini stock options using a conversion ratio of 2.405 as set by the merger agreement.

The fair value of these options was valued at $ 19.3 million and is part of the purchase consideration.

The value of the Mobile Mini stock options converted to WillScot Mobile Mini stock options in connection with the Merger, was determined utilizing the Black-Scholes option-pricing model and is affected by several variables, the most significant of which are the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the Common Stock on the Merger date, and the estimated volatility of the Common Stock over the term of the equity award.

The volatility assumption was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history.

The risk-free interest rate is based on the US Treasury yield curve in effect at the time of the Merger.

The key inputs utilized to determine the fair value of the stock options converted included within the purchase price were expected volatility of 51.92 %, risk free rate of interest 0.17 %, dividend yield of zero and expected life of 2 years.

Level 3 Disclosures

When the 2015 Private Warrants and 2018 Warrants were classified as liabilities, the Company utilized a Black Scholes option-pricing model to value the warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of operations.

The estimated fair value of the common stock warrant liability was determined using Level 3 inputs.

Inherent in the pricing model were assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

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

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

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

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

The 2018 Warrants were reclassified to equity at June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled.

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

(in thousands) 2015 Private Warrants

Balance - beginning of year $ 77,404

Exercise or conversion ( 78,495 )

Measurement adjustment 25,486

Repurchases ( 24,395 )

Balance - end of year $ —

NOTE 16 - Stock-Based Compensation

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Granted 44,708 $ 29.30

Forfeited ( 8,532 ) $ 29.30

Vested ( 57,448 ) $ 11.75

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Granted 35,244 $ 37.17

Forfeited ( 8,532 ) $ 29.30

Vested ( 36,176 ) $ 29.30

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Balance December 31, 2023 618,836 $ 36.07

Compensation expense for Time-Based RSUs recognized in SG&A expense in the consolidated statements of operati ons was $ 8.2 million, $ 9.0 million, and $ 5.6 million for the years ended December 31, 2022, 2021, and 2020, resp ectively.

Compensation expense for Time-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $ 8.1 million, $ 8.2 million, and $ 9.0 million for the years ended December 31, 2023, 2022, and 2021, respectively.

At December 31, 2023, unrecognized compensation cost related to Time-Based RSUs totaled $ 14.2 million and was expected to be recognized over the remaining weighted average vesting period of 2.0 years.

The total fair value of RSU's vested in 2022, 2021, and 2020 was $ 18.0 million, $ 18.5 million , and $ 2.9 million , respectively.

The total fair value of Time-Based RSU's vested in 2023, 2022, and 2021 was $ 16.2 million, $ 18.0 million, and $ 18.5 million, respectively.

Included in restructuring costs for the year ended December 31, 2021 was expense of approximately $ 5.9 million recognized as a result of the modification of certain RSUs with the Transition, Separation and Release Agreement entered into on February 25, 2021, with the Company's former President and Chief Operating Officer.

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Balance December 31, 2023 1,939,691 $ 42.95

Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations wa s $ 20.2 million, $ 8.3 million and $ 2.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $ 24.9 million, $ 20.2 million and $ 8.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.

At December 31, 2023, unrecognized compensation cost related to Performance-Based RSUs totaled $ 35.2 million and was expected to be recognized over the remaining vesting period of 1.5 years.

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

Converted at Merger — $ — 7,361,516 $ 13.52

Exercised — $ — ( 428,653 ) $ 13.07

Cancelled in settlement, net of taxes — $ — ( 4,901,408 ) $ 13.04

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

Forfeited — $ — ( 6,240 ) $ 12.19

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Balance at December 31, 2022 534,188 $ 13.60 864,276 $ 12.91

Exercised — $ — ( 35,030 ) $ 14.21

Balance at December 31, 2023 534,188 $ 13.60 829,246 $ 12.86

Fully vested and exercisable options, December 31, 2023

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The total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2023, 2022, and 2021 was $ 1.1 million, $ 16.0 million and $ 6.2 million , respectively.

Com pensation expense for stock option awards, recognized in SG&A expense in the consolidated statements of operations was $ 0.2 million , $ 0.7 million, and $ 0.7 million for the years ended December 31, 2022 , 2021, and 2020, respective ly.

Com pensation expense for stock option awards, recognized in SG&A expense in the consolidated statements of operations was $ 0.2 million and $ 0.7 million for the years ended December 31, 2022 and 2021, respective ly.

At December 31, 2023, all compensation cost related to stock option awards had been recognized.

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NOTE 18 - Segment Reporting

The divestitures of the UK Storage Solutions segment and the former Tank and Pump segment completed the Company's transition of its portfolio to its core modular space and storage solutions businesses in North America.

Following the completion of these transactions, the Company operates in two reportable segments and renamed them as follows:

The Company operates in two reportable segments as follows:

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

Prior to the third quarter of 2021, the Modular segment represented the activities of WillScot historical segments prior to the Merger.

During the third quarter of 2021, the majority of the portable storage product business within the Modular segment was transitioned to the Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the Storage segment, representing a shift of approximately $ 5.0 million of revenue

and gross margin per quarter from the Modular segment to the Storage segment.

This adjustment was not made to the historical segment results of prior periods, as the Company believes such adjustments to be immaterial.

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 between the Modular and Storage segments.

For the year ended December 31, 2022, $ 49.8 million of revenue and $ 28.5 million of gross profit were reclassified from the Modular segment to the Storage segment.

In January 2024, the Company launched a unified go-to market approach to achieve local product unification within each metropolitan statistical area.

In connection with this change in operating model, the Company realigned the composition of its segments to reflect how its Chief Operating Decision Maker reviews information to make operating decisions and assess performance.

As a result, the Company concluded that its divisions represent its operating segments, which are aggregated into one reportable segment as the divisions have similar economic characteristics, offer similar products to similar customers, use similar methods to distribute products and are subject to similar competitive risks.

This change in reportable segments will be reflected in our financial statements beginning in 2024.

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

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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 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.

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

Reportable Segments

The following tables set forth certain information regarding each of the Company’s reportable segments fo r the years ended December 31, 2023, 2022, and 2021, respectively.

Consistent with the financial statements, the segment results only include results from Mobile Mini's operations after July 1, 2020, the Merger date.

Year Ended December 31, 2023

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Adjusted EBITDA from continuing operations $ 598,354 $ 463,111 $ 1,061,465

Selling, general and administrative expense (a) $ 316,272 $ 204,397 $ 46,570 $ 567,239

Selling, general and administrative expense $ 329,068 $ 217,604 $ 49,418 $ 596,090

Purchases of rental equipment and refurbishments $ 184,993 $ 41,612 $ 226,605

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

Year Ended December 31, 2022

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Adjusted EBITDA from continuing operations $ 508,343 $ 375,531 $ — $ 883,874

Selling, general and administrative expense (a) $ 266,187 $ 150,281 $ 49,185 $ 465,653

Selling, general and administrative expense $ 304,937 $ 215,732 $ 46,738 $ 567,407

Purchases of rental equipment and refurbishments $ 279,079 $ 118,297 $ — $ 397,376

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

Year Ended December 31, 2021

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Adjusted EBITDA from continuing operations $ 404,577 $ 245,027 $ — $ 649,604

Selling, general and administrative expense (a) $ 242,010 $ 68,574 $ 91,864 $ 402,448

Selling, general and administrative expense $ 256,168 $ 160,300 $ 63,939 $ 480,407

Purchase of rental equipment and refurbishments $ 187,495 $ 45,426 $ — $ 232,921

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

The following tables present a reconciliation of the Company’s Income from continuing operations to Adjusted EBITDA for the years ended December 31, 2023, 2022, and 2021, respectively:

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Income from continuing operations $ 341,844 $ 276,341 $ 114,895

Income from continuing operations attributable to non-controlling interest, net of tax — — 1,213

Income tax expense (benefit) from continuing operations 88,863 36,528 ( 56,040 )

Income tax expense from continuing operations 126,575 88,863 36,528

Loss on extinguishment of debt — — 5,999

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

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

Interest expense 205,040 146,278 116,358

Depreciation and amortization 338,654 319,099 280,567

Currency losses (gains), net 886 427 ( 257 )

Currency losses, net 6,754 886 427

Restructuring costs, lease impairment expense and other related charges 22 168 14,754

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The shares of Common Stock issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options or redemption of warrants are included in EPS based on the weighted average number of days in which they were outstanding during the period.

Prior to June 30, 2020, the Company had shares of Class B Common Stock which had no rights to dividends or distributions made by the Company and, in turn, were excluded from the EPS calculation.

On June 30, 2020, all shares of Class B Common Stock were cancelled.

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

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

When liability-classified warrants are in the money and the impact of their inclusion on diluted EPS is dilutive, diluted EPS also

assumes share settlement of such instruments through an adjustment to net income available to common stockholders for the fair value (gain) loss on common stock warrant liabilities and inclusion of the number of dilutive shares in the denominator.

The following table reconciles income from continuing operations attributable to WillScot Mobile Mini common shareholders to net income attributable to common shareholders for the dilutive EPS calculation and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation for the years ended December 31:

(in thousands) 2023 2022 2021

Income from continuing operations attributable to WillScot Mobile Mini common shareholders $ 276,341 $ 114,895 $ 58,360

Income from continuing operations $ 341,844 $ 276,341 $ 114,895

Income from discontinued operations 134,613 63,199 45,249

Net income attributable to common shareholders - basic 339,540 160,144 74,127

Fair value gain on common stock warrant liabilities — — ( 30,524 )

Net income attributable to common shareholders - dilutive $ 339,540 $ 160,144 $ 43,603

Net income $ 476,457 $ 339,540 $ 160,144

Weighted average Common Shares outstanding - basic 198,555 216,809 226,519

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Time-Based RSUs 274 401 594

Performance-Based and Market-Based RSUs 1,471 955 544

Performance-Based RSUs 2,040 1,471 955

Stock Options 966 1,095 1,113

Class B common shares N/A N/A 5,291

Weighted average Common Shares outstanding - dilutive 201,850 221,399 232,794

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(in thousands) 2023 2022 2021

Warrants — — 2,366

Time-based RSUs 106 — —

Performance-based RSUs 277 591 375

Stock Options — — —

Class B common shares N/A N/A —

NOTE 20 - Quarterly Financial Data (Unaudited)

The following tables present certain unaudited consolidated quarterly financial information incorporating the impact of the discontinued operations described in Note 3.

(in thousands, except share and per share data)

Quarter Ended

2022 March 31 June 30 September 30 December 31

Total revenue $ 451,171 $ 522,890 $ 578,008 $ 590,554

Gross profit $ 234,061 $ 275,213 $ 297,885 $ 328,323

Income from continuing operations $ 39,048 $ 60,099 $ 78,176 $ 99,018

Net income $ 51,171 $ 73,376 $ 128,593 $ 86,400

Earnings per share from continuing operations:

Basic $ 0.17 $ 0.27 $ 0.37 $ 0.46

Diluted $ 0.17 $ 0.26 $ 0.36 $ 0.46

Earnings per share attributable to WillScot Mobile Mini common shareholders:

Basic $ 0.23 $ 0.33 $ 0.60 $ 0.41

Diluted $ 0.22 $ 0.32 $ 0.59 $ 0.40

Weighted average shares:

Basic 223,490,912 223,376,276 213,636,876 209,373,239

Diluted 228,955,504 227,484,012 217,927,725 213,872,403

(in thousands, except share and per share data)

Quarter Ended

2021 March 31 June 30 September 30 December 31

Total revenue $ 373,971 $ 405,177 $ 432,947 $ 460,885

Gross profit $ 185,619 $ 191,860 $ 220,349 $ 246,875

(Loss) income from continuing operations $ ( 6,147 ) $ 10,050 $ 48,580 $ 62,412

Net income $ 4,447 $ 20,371 $ 61,103 $ 74,223

(Loss) earnings per share from continuing operations attributable to WillScot Mobile Mini common shareholders:

Basic $ ( 0.03 ) $ 0.04 $ 0.21 $ 0.28

Diluted $ ( 0.03 ) $ 0.04 $ 0.20 $ 0.27

Earnings per share attributable to WillScot Mobile Mini common shareholders:

Basic $ 0.02 $ 0.09 $ 0.27 $ 0.33

Diluted $ 0.02 $ 0.09 $ 0.26 $ 0.32

Weighted average shares:

Basic 228,293,197 228,406,812 225,998,202 223,436,603

Diluted 234,720,295 236,536,713 231,868,397 229,965,703

NOTE 20 - Subsequent Events

Interest Rate Swaps

In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 500.0 million in aggregate notional amount of variable-rate debt under the Company's ABL Facility.

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The swap agreements terminate on June 30, 2027.

Entry into an Agreement to Acquire McGrath RentCorp

On January 28, 2024, the Company, along with its newly formed subsidiaries, Brunello Merger Sub I, Inc.

(“Merger Sub I”) and Brunello Merger Sub II, LLC (“Merger Sub II”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath").

Merger Sub I will merge with and into McGrath (the “First-Step Merger”), with McGrath surviving the First-Step Merger and, immediately thereafter, McGrath will merge with and into Merger Sub II (the “Second-Step Merger” and together with the First-Step Merger, the “McGrath Acquisition”), with Merger Sub II surviving the Second-Step Merger as a wholly owned subsidiary of the Company.

At the effective time of the First-Step Merger, and subject to the terms and subject to the conditions set forth in the Merger Agreement, each outstanding share of the common stock of McGrath shall be converted into the right to receive either (i) $ 123.00 in cash or (ii) 2.8211 shares of validly issued, fully paid and nonassessable shares of the Company’s common stock.

Under the terms of the Merger Agreement, we expect McGrath’s shareholders would own approximately 12.6 % of the Company following the McGrath Acquisition.

The McGrath Acquisition has been approved by the Company and McGrath’s respective boards of directors.

The McGrath Acquisition is subject to customary closing conditions, including receipt of regulatory approval and approval by McGrath’s shareholders, and is expected to close in the second quarter of 2024.

In connection with the Merger Agreement, the Company entered into a commitment letter on January 28, 2024, which was further amended and restated on February 12, 2024 (the "Commitment Letter"), pursuant to which certain financial institutions have committed to make available to WSI, in accordance with the terms of the Commitment Letter, (i) an $ 875 million eight year senior secured bridge credit facility, (ii) an $ 875 million five year senior secured bridge credit facility and (iii) an upsize to WSI's existing $ 3.7 billion ABL Facility by $ 750 million to $ 4.45 billion to repay McGrath's existing credit facilities and notes, fund the cash portion of the consideration, and pay the fees, costs and expenses incurred in connection with the McGrath Acquisition and the related transactions, subject to customary conditions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data