What changed in this filing

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Item 1. Financial Statements

2024-05-02 compared with 2023-11-02 · 213 added, 547 removed, 429 unchanged (64% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

(in thousands, except share data) March 31, 2024 (unaudited)

December 31, 2023

Cash and cash equivalents $ 13,147 $ 10,958

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

Trade receivables, net of allowances for credit losses at March 31, 2024 and December 31, 2023 of $ 86,418 and $ 81,656 , respectively

450,572 451,130

9 unchanged sentences

Other non-current assets 12,955 4,626

Assets held for sale - non-current — 268,022

Total long-term assets 5,604,971 5,568,819

7 unchanged sentences

Current portion of long-term debt 19,178 18,786

Liabilities held for sale - current — 19,095

Total current liabilities 595,793 562,020

3 unchanged sentences

Other non-current liabilities 34,576 34,024

Liabilities held for sale - non-current — 47,759

Long-term liabilities 4,264,415 4,314,645

1 unchanged sentence

Preferred Stock:

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

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2024 and December 31, 2023

Common Stock:

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

$ 0.0001 par, 500,000,000 shares authorized and 190,598,309 and 189,967,135 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

Additional paid-in-capital 2,083,735 2,089,091

6 unchanged sentences

Condensed Consolidated Statements of Operations

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

(in thousands, except share and per share data)

2023 2022 2023 2022

Three Months Ended March 31,

(in thousands, except share data) 2024 2023

Leasing and services revenue:

13 unchanged sentences

Gross profit 316,888 323,128

Other operating expenses:

Selling, general and administrative 167,568 150,870

Other depreciation and amortization 17,920 17,173

Lease impairment expense and other related charges 746 22

Currency losses, net 77 6,775

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

Other expense (income), net 631 ( 3,359 )

Operating income 129,946 151,647

Interest expense 53,803 38,009 145,915 101,732

Interest expense, net 56,588 44,866

Income from continuing operations before income tax 73,358 106,781

7 unchanged sentences

Net income $ 56,240 $ 210,884

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

Earnings per share from continuing operations:

Basic $ 0.30 $ 0.37

Diluted $ 0.29 $ 0.36

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

Earnings per share from discontinued operations:

Basic $ — $ 0.65

Diluted $ — $ 0.64

Earnings per share attributable to WillScot Mobile Mini common shareholders:

Earnings per share:

Basic $ 0.30 $ 1.02

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands)

2023 2022 2023 2022

Net income $ 56,240 $ 210,884

Other comprehensive income (loss):

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

Foreign currency translation adjustment, net of income tax expense of $ 0 .

( 5,548 ) 7,934

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

Net gain (loss) on derivatives, net of income tax expense (benefit) of $ 4,515 and $( 222 ) for the three months ended March 31, 2024 and 2023, respectively.

13,540 ( 667 )

Total other comprehensive income (loss) 36 ( 37,733 ) 26,049 ( 63,938 )

Total other comprehensive income 7,992 7,267

Total comprehensive income $ 64,232 $ 218,151

2 unchanged sentences

Condensed Consolidated Statements of Changes in Equity

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

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

4 unchanged sentences

Withholding taxes on net share settlement of stock-based compensation — — ( 14,524 ) — — ( 14,524 )

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

Repurchase and cancellation of Common Stock ( 4,589 ) — ( 217,687 ) — — ( 217,687 )

Common Stock-based award activity 628 — 9,099 — — 9,099

Issuance of Common Stock from the exercise of options 3 — 69 — — 69

Balance at March 31, 2024 190,598 $ 20 $ 2,083,735 $ ( 44,776 ) $ ( 718,853 ) $ 1,320,126

Net income — — — — 87,729 87,729

Other comprehensive income — — — 18,746 — 18,746

Stock-based compensation and issuance of Common Stock from vesting 35 — 9,348 — — 9,348

Repurchase and cancellation of Common Stock ( 5,406 ) ( 1 ) ( 241,545 ) — — ( 241,546 )

Issuance of Common Stock from the exercise of options 24 — 344 — — 344

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

Net income — — — — 91,516 91,516

Other comprehensive income — — — 36 — 36

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

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

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

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

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

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2023

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

2 unchanged sentences

Net income — — — — 210,884 210,884

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

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

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

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

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

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

Common stock-based award activity 355 — 8,150 — — 8,150

Repurchase and cancellation of Common Stock ( 4,589 ) — ( 217,687 ) — — ( 217,687 )

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

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

Net income — — — — 73,376 73,376

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

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

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

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

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

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

Net income — — — — 128,593 128,593

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

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

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

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

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

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

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

10 unchanged sentences

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

Unrealized currency losses, net ( 943 ) 171

Unrealized currency losses (gains), net 46 ( 1,042 )

Other 1,030 1,087

8 unchanged sentences

Investing activities:

Proceeds from sale of discontinued operations 403,992 319,543

Acquisitions, net of cash acquired ( 43,399 ) ( 78,503 )

Proceeds from sale of rental equipment 37,974 52,263

Purchase of rental equipment and refurbishments ( 72,417 ) ( 47,128 )

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

Proceeds from the sale of property, plant and equipment 13,266 1,645

Proceeds from sale of rental equipment 14,195 7,781

Purchase of property, plant and equipment ( 6,554 ) ( 6,736 )

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

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

Purchase of investments ( 2,792 ) —

Proceeds from sale of discontinued operations — 403,992

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

Net cash (used in) provided by investing activities ( 110,967 ) 271,949

Financing activities:

Receipts from issuance of Common Stock from the exercise of options 453 10,815

Repurchase and cancellation of Common Stock and warrants ( 678,166 ) ( 515,684 )

Receipts from borrowings 123,585 363,800

Payment of financing costs ( 6,377 ) ( 8,130 )

Repayment of borrowings ( 199,925 ) ( 558,300 )

Principal payments on finance lease obligations ( 4,827 ) ( 3,499 )

Receipts from issuance of Common Stock from the exercise of options 69 68

Repurchase and cancellation of Common Stock — ( 215,098 )

Taxes paid on employee stock awards ( 14,524 ) ( 10,058 )

2 unchanged sentences

Net change in cash and cash equivalents 2,189 ( 1,856 )

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

17,774 12,699

Cash and cash equivalents at the beginning of the period 10,958 17,774

Cash and cash equivalents at the end of the period $ 13,147 $ 15,918

3 unchanged sentences

Capital expenditures accrued or payable $ 15,844 $ 17,786

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

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

4 unchanged sentences

WillScot Mobile Mini Holdings Corp.

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

(“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.

5 unchanged sentences

All intercompany balances and transactions are eliminated.

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

The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year.

For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Segment Reporting

In January 2024, the Company completed the unification of its go-to market structure by integrating its modular and storage divisions under a single leadership team organized by geography, achieving local product unification within each metropolitan statistical area and the ability to consistently deliver its portfolio of solutions to its entire customer base.

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

As a result, the Company concluded that its two operating segments (US and Other North America) are aggregated into one reportable segment as the operating segments share similar economic characteristics (e.g., comparable gross margins and comparable adjusted earnings before interest, taxes, depreciation and amortization margins) and similar qualitative characteristics as the operating segments offer similar products and services to similar customers, use similar methods to distribute products and are subject to similar competitive risks.

Reclassifications

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

Recently Issued and Adopted Accounting Standards

In October 2021, the Financial Accounting Standards Board ("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 FASB Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606").

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

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

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.

The Company is currently evaluating the impact of ASU 2023-07 on its segment disclosures.

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.

The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

NOTE 2 - Acquisitions

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

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

Business Combinations

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

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

(in thousands)

Purchase Price:

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

Allocated as follows:

Trade receivables 7,226

Inventories 2,017

Rental equipment 171,055

Property, plant, and equipment 2,884

Operating lease assets 2,749

Other assets 11,550

Accounts payable ( 186 )

Deferred revenue ( 6,837 )

Operating lease liabilities ( 2,749 )

Other liabilities ( 1,638 )

Total identifiable net assets 186,071

Goodwill 146,698

Total net assets acquired $ 332,769

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

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

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

Goodwill recorded for these acquisitions is deductible for tax purposes.

Asset Acquisitions

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

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

Asset Acquisition

During the three months ended March 31, 2024, the Company acquired certain assets and liabilities of one local storage and modular company, which consisted primarily of approximately 60 storage units and 800 modular units, for $ 43.4 million in cash, net of cash acquired.

As of the acquisition date, the fair value of rental equipment acquired was $ 39.7 million.

Integration Costs

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

The Company recorded $ 2.9 million and $ 3.9 million in integration costs related to business combinations, asset acquisitions, and the merger of WillScot Corporation and Mobile Mini, Inc.

within selling, general and administrative expense ("SG&A") during the three months ended March 31, 2024 and 2023, respectively.

Entry into an Agreement to Acquire McGrath RentCorp

On January 28, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath").

Upon consummation of the merger, each outstanding share of McGrath common stock shall be converted into the right to receive either (i) $ 123.00 in cash or (ii) 2.8211 shares of the Company’s common stock.

Under the terms of the Merger Agreement, the Company expects McGrath’s shareholders will own approximately 12.6 % of the Company following the McGrath acquisition.

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

The McGrath acquisition is subject to the satisfaction or waiver of certain customary closing conditions, including receipt of regulatory approval and approval by McGrath’s shareholders, and is expected to close in 2024.

In connection with the Merger Agreement, the Company entered into a commitment letter dated January 28, 2024, which was amended and restated on February 12, 2024 and modified by a Notice of Reduction of Bridge Commitments on February 27, 2024 (the "Commitment Letter"), pursuant to which certain financial institutions have committed to make available, in accordance with the terms of the Commitment Letter, (i) a $ 500 million eight-year senior secured bridge credit facility, (ii) a $ 500 million five-year senior secured bridge credit facility and (iii) an upsize to Williams Scotsman, Inc.'s ("WSI") existing $ 3.7 billion ABL Facility (as defined below) by $ 750 million to $ 4.5 billion to repay McGrath's existing unsecured revolving lines of credit 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.

NOTE 3 - Discontinued Operations

Tank and Pump Divestiture

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

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

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

UK Storage Solutions Divestiture

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

The sale transaction was completed on January 31, 2023.

Total cash consideration for the transaction was $ 418.1 million.

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

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

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

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

Nine Months Ended September 30, 2023

(in thousands) UK Storage Solutions

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.

Results for the former UK Storage Solutions segment are reported in income from discontinued operations within the 2023 condensed consolidated statement of operations.

The following table presents the results of the former UK Storage Solutions segment as reported in income from discontinued operations within the condensed consolidated statement of operations.

(in thousands) Three Months Ended March 31, 2023

Leasing and services revenue:

18 unchanged sentences

Income from discontinued operations $ 134,243

Other selected data:

Adjusted EBITDA from discontinued operations $ 4,124

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

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

Three Months Ended September 30, 2022

(in thousands) Tank and Pump UK Storage Solutions Total

Leasing and services revenue:

Leasing $ 22,432 $ 19,693 $ 42,125

Delivery and installation 10,121 5,822 15,943

Sales revenue:

New units 842 293 1,135

Rental units 593 357 950

Total revenues 33,988 26,165 60,153

Costs of leasing and services:

Leasing 4,913 4,179 9,092

Delivery and installation 8,634 3,935 12,569

Costs of sales:

New units 633 209 842

Rental units 238 251 489

Depreciation of rental equipment 1,822 1,144 2,966

Gross profit 17,748 16,447 34,195

Selling, general and administrative 5,544 5,328 10,872

Other depreciation and amortization 1,274 1,410 2,684

Currency losses, net — 76 76

Other expense, net ( 16 ) ( 5 ) ( 21 )

Operating income 10,946 9,638 20,584

Interest expense 144 155 299

Income from discontinued operations before income tax 10,802 9,483 20,285

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

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

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

Other selected data:

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

Nine Months Ended September 30, 2022

(in thousands) Tank and Pump UK Storage Solutions Total

Leasing and services revenue:

Leasing $ 65,572 $ 60,420 $ 125,992

Delivery and installation 27,665 17,631 45,296

Sales revenue:

New units 2,202 910 3,112

Rental units 917 1,310 2,227

Total revenues 96,356 80,271 176,627

Costs of leasing and services:

Leasing 13,828 12,609 26,437

Delivery and installation 23,285 11,269 34,554

Costs of sales:

New units 1,636 594 2,230

Rental units 310 908 1,218

Depreciation of rental equipment 8,145 3,436 11,581

Gross profit 49,152 51,455 100,607

Selling, general and administrative 18,045 17,097 35,142

Other depreciation and amortization 6,103 4,925 11,028

Currency losses, net — 123 123

Other expense (income), net 4 ( 45 ) ( 41 )

Operating income 25,000 29,355 54,355

Interest expense 512 631 1,143

Income from discontinued operations before income tax 24,488 28,724 53,212

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

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

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

Other selected data:

Adjusted EBITDA from discontinued operations $ 37,016 $ 36,745 $ 73,761

December 31, 2022

(in thousands) UK Storage Solutions

Cash and cash equivalents $ 10,384

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

Inventories 3,058

Prepaid expenses and other current assets 1,787

Rental equipment, net 165,853

Property, plant and equipment, net 20,645

Operating lease assets 15,134

Goodwill 58,144

Intangible assets, net 6,414

Other non-current assets 1,832

Total assets held for sale $ 299,242

Accounts payable $ 4,515

Accrued expenses 3,273

Accrued employee benefits 1,009

Deferred revenue and customer deposits 6,850

Deferred tax liabilities 29,737

Operating lease liabilities 15,192

Other non-current liabilities 6,278

Total liabilities held for sale $ 66,854

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

(in thousands)

Nine Months Ended September 30, 2022

Operating activities of discontinued operations:

Depreciation and amortization $ 14,248

Investing activities of discontinued operations:

Proceeds from sale of rental equipment $ 918

Purchases of rental equipment and refurbishments $ ( 21,831 )

Purchases of property, plant and equipment $ ( 525 )

The following table presents a reconciliation of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former Tank and Pump segment for the three and nine months ended September 30, 2022.

See Note 16 for further information regarding Adjusted EBITDA.

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

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

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

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

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

Interest expense 144 512

Depreciation and amortization 3,096 14,248

Stock compensation expense ( 221 ) 18

Other ( 773 ) ( 2,250 )

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

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

Nine Months Ended September 30,

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

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

Three Months Ended March 31,

(in thousands)

Operating activities of discontinued operations:

Depreciation and amortization $ — $ 8,361

Investing activities of discontinued operations:

3 unchanged sentences

Purchases of property, plant and equipment $ ( 64 )

The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former UK Storage Solutions segment for the three and nine months ended September 30, 2023 and 2022, respectively.

See Note 16 for further information regarding Adjusted EBITDA.

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

(in thousands) 2023 2022 2023 2022

Income from discontinued operations $ — $ 7,552 $ 134,243 $ 22,776

Gain on sale of discontinued operations — — 175,708 —

Income tax expense from discontinued operations — 1,931 45,468 5,948

Income from discontinued operations before income tax and gain on sale — 9,483 4,003 28,724

Interest expense — 155 56 631

Depreciation and amortization — 2,554 — 8,361

Currency losses, net — 76 — 123

Stock compensation expense — 70 ( 196 ) 117

Other — ( 367 ) 261 ( 1,211 )

Adjusted EBITDA from discontinued operations $ — $ 11,971 $ 4,124 $ 36,745

NOTE 4 - Revenue

1 unchanged sentence

Geographic Areas

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

The Company had total revenue in the following geographic areas for the three months ended March 31, 2024 and 2023 as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2024 2023

5 unchanged sentences

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

This includes modular space and portable storage units along with value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, 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.

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

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

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

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

The Company’s revenue by major product and service line for the three months ended March 31, 2024 and 2023 was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2024 2023

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Total revenues $ 587,181 $ 565,468

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

(a) Includes $ 7.5 million and $ 5.6 million of service revenue for the three months ended March 31, 2024 and 2023, respectively.

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

Leasing and Services Revenue

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

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

The majority of revenue ( 77 % for both the three months ended March 31, 2024 and 2023) was generated by lease income subject to the guidance of Accounting Standards Update No.

2016-02, Leases (Topic 842) ("ASC 842").

The remaining revenue was generated by performance obligations in contracts with customers for services or the sale of units subject to the guidance in Accounting Standards Update No.

2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").

Receivables and Credit Losses

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

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

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

Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets.

The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review that considers expected billing exposure, timing for payment and the customer’s established credit rating.

The Company performs its credit review of new customers at inception of the customer relationship and for existing customers when the customer transacts after a defined period of dormancy.

The Company also considers contract terms and conditions, country risk and business strategy in the evaluation.

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

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

The Company's estimate reflects changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

Accordingly, the Company may be required to increase or decrease its allowance.

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

The Company's allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect .

The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, and historical collection experience.

The Company's estimates reflect changing circumstances, and the Company may be required to increase or decrease its allowance.

Activity in the allowance for credit losses was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2024 2023

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

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

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

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

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

As of March 31, 2024 and December 31, 2023, the Company had approximately $ 125.7 million and $ 124.1 million , respectively, of deferred revenue related to services billed in advance.

During the three months ended March 31, 2024, $ 27.6 million 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 for any contract assets.

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

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

The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the market rate in place at the time those services are provided, and therefore, the Company is applying the optional expedient to omit disclosure of such amounts.

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

therefore, the commissions are expensed as incurred.

As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred.

NOTE 5 - Leases

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

As of March 31, 2024, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

(in thousands) Operating Finance

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

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

(in thousands) Nine Months Ended September 30,

The Company’s lease activity during the three months ended March 31, 2024 and 2023 was as follows:

(in thousands) Three Months Ended March 31,

Financial Statement Line 2024 2023

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Selling, general and administrative 305 440

Lease impairment expense and other related charges — 22

Variable lease expense

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Selling, general and administrative 2,692 2,474

Lease impairment expense and other related charges 746 —

Total operating lease expense $ 31,291 $ 26,753

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

(in thousands) Nine Months Ended September 30,

Supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 was as follows:

(in thousands) Three Months Ended March 31,

Supplemental Cash Flow Information 2024 2023

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Assets obtained in exchange for finance leases $ 6,145 $ 8,913

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

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

Weighted average remaining operating lease terms and the weighted average discount rates as of March 31, 2024 and December 31, 2023 were as follows:

Lease Terms and Discount Rates March 31, 2024 December 31, 2023

Weighted average remaining lease term - operating leases 5.3 years 5.4 years

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Weighted average discount rate - finance leases 4.9 % 4.8 %

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

NOTE 6 - Inventories

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(in thousands)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Raw materials $ 42,183 $ 43,071

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Inventories $ 47,622 $ 47,406

NOTE 7 - Rental Equipment, net

NOTE 7 - Rental Equipment

Rental equipment, net at the respective balance sheet dates consisted of the following:

(in thousands)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Modular space units $ 3,606,115 $ 3,541,451

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Changes in the carrying amount of goodwill were as follows:

(in thousands) Modular Storage Total

(in thousands)

Balance at December 31, 2022 $ 1,011,429

Additions from acquisitions 164,502

Effects of movements in foreign exchange rates 704

Balance at December 31, 2023 1,176,635

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

Effects of movements in foreign exchange rates ( 663 )

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

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

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

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

Balance at March 31, 2024 $ 1,175,972

The Company had no goodwill impairment during the three months ended March 31, 2024 or the year ended December 31, 2023.

Intangible Assets

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

September 30, 2023

March 31, 2024

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

Intangible assets subject to amortization:

Mobile Mini customer relationships

Customer relationships

4.3 $ 214,408 $ ( 91,706 ) $ 122,702

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Intangible assets subject to amortization:

Mobile Mini customer relationships

Customer relationships

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

4 unchanged sentences

Total intangible assets other than goodwill $ 504,908 $ ( 85,199 ) $ 419,709

Amortization expense related to intangible assets was $ 5.9 million and $ 5.6 million for the three months ended September 30, 2023 and 2022, respectively, and $ 17.8 million and $ 17.4 million for the nine months ended September 30, 2023 and 2022, respectively.

Based on the carrying value at September 30, 2023, future amortization of intangible assets is expected to be as follows for the years ended December 31:

Amortization expense for intangible assets subject to amortization was $ 7.4 million and $ 5.9 million for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, the expected future amortization expense for intangible assets is as follows for the years ended December 31:

(in thousands)

2024 (remaining) $ 21,842

Thereafter 11,750

Total $ 123,264

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

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

(in thousands, except rates) Interest rate Year of maturity March 31, 2024 December 31, 2023

2025 Secured Notes 6.125 % 2025 $ 523,356 $ 522,735

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Asset Backed Lending Facility

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.

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”), (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.

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

On July 1, 2020, certain subsidiaries of the Company, including WSI, entered into an asset-based credit agreement.

As amended on June 30, 2022, the agreement provides for revolving credit facilities in the aggregate principal amount of up 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”), (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the "ABL 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), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval.

The ABL Facility is scheduled to mature on June 30, 2027.

The applicable margin for Canadian Bankers' Acceptance rate, Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro loans is 1.50 %.

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

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

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

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

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

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

Refer to Note 12 for a more detailed discussion on interest rate management.

As of March 31, 2024, the weighted average interest rate for borrowings under the ABL Facility, as adjusted

for the effects of the interest rate swap agreements, was 5.77 %.

Refer to Note 12 for a detailed discussion of interest rate management.

On February 26, 2024, WSI entered into an amendment to the ABL Facility (the "Fifth Amendment") to, among other things, change the rate under the ABL Facility for borrowings denominated in Canadian Dollars from a Canadian Dollar Offered Rate ("CDOR")-based rate to a Canadian Overnight Repo Rate Average ("CORRA")-based rate, subject to certain adjustments specified in the ABL Facility, and to update certain other provisions regarding successor interest rates to CDOR.

In connection with the Company's pending acquisition of McGrath, on February 27, 2024, WSI and certain other subsidiaries of the Company entered into an amendment to the ABL Facility (the "Sixth Amendment") to, among other things, (i) permit the incurrences of indebtedness by WSI and certain other subsidiaries of the Company to finance the McGrath acquisition;

(ii) increase the maximum revolving credit facility amount to $ 4.5 billion;

and (iii) modify the borrowing base, certain thresholds, basket sizes and default and notice triggers to account for the increased size of the business and new asset types of WSI and its subsidiaries following the McGrath acquisition.

The amendments contemplated by the Sixth Amendment will not become effective until the closing of the McGrath acquisition.

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

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

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

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

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

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

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

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

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

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

2031 Senior Secured Notes

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

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

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

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

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

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

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

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

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

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

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

At March 31, 2024, the Line Cap was $ 3.2 billion and the Company had $ 1.3 billion of available borrowing capacity under the ABL Facility, including $ 1.1 billion under the US Facility and $ 192.3 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 swingline loans.

At March 31, 2024, the available capacity was $ 189.0 million of letters of credit and $ 205.2 million of swingline loans.

At March 31, 2024, letters of credit and bank guarantees carried fees of 1.625 %.

The Company had issued $ 31.0 million of standby letters of credit under the ABL Facility at March 31, 2024.

The Company had approximately $ 1.9 billion of outstanding borrowings under the ABL Facility at March 31, 2024.

Debt issuance costs of $ 24.8 million and $ 26.8 million were presented as direct reductions of the corresponding liabilities at March 31, 2024 and December 31, 2023, respectively.

The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of WSI and the Company’s other subsidiaries that are borrowers or guarantors under the ABL Facility (collectively the “ABL Loan Parties”), subject to customary exclusions.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment.

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

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

At March 31, 2024 and December 31, 2023, obligations under finance leases were $ 118.4 million and $ 117.1 million, respectively.

Refer to Note 5 for further information.

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

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of March 31, 2024.

NOTE 10 – Equity

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

In connection with the stock compensation vesting and stock option exercises described in Note 14, the Company issued 631,174 shares of Common Stock during the three months ended March 31, 2024 .

Stock Repurchase Program

In May 2023, the Board of Directors approved a reset of the share repurchase program authorizing the Company to repurchase up to $ 1.0 billion of its outstanding shares of Common Stock and equivalents.

The stock repurchase program does

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

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

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

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

As of September 30, 2023, $ 634.2 million of the approved share repurchase pool remained available.

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.

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.

No shares were repurchased during the three months ended March 31, 2024 .

As of March 31, 2024, $ 498.2 million of the authorization for future repurchases of the Common Stock remained available.

Accumulated Other Comprehensive Loss

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

Nine Months Ended September 30, 2023

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2024 and 2023 were as follows:

Three Months Ended March 31, 2024

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

Balance at December 31, 2023 $ ( 56,031 ) $ 3,263 $ ( 52,768 )

Other comprehensive income before reclassifications 7,934 859 8,793

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

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

Other comprehensive income before reclassifications 5,915 15,761 21,676

Reclassifications from AOCI to income — ( 2,930 ) ( 2,930 )

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

Other comprehensive (loss) income before reclassifications ( 5,548 ) 18,807 13,259

Reclassifications from AOCI to income — ( 5,267 ) ( 5,267 )

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

Nine Months Ended September 30, 2022

Balance at March 31, 2024 $ ( 61,579 ) $ 16,803 $ ( 44,776 )

Three Months Ended March 31, 2023

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

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

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

Other comprehensive income before reclassifications 7,934 859 8,793

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

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

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

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

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

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

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

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

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

The interest rate swaps are discussed in Note 12.

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

For the three months ended March 31, 2024 and 2023, gains of $ 5.3 million and $ 1.5 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 12.

Associated with these reclassifications, t he Company recorded tax benefits of $ 1.4 million and $ 0.4 million for the three months ended March 31, 2024 and 2023, respectively.

NOTE 11 – Income Taxes

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

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

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

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

The effective tax rate for the three and nine months ended September 30, 2022 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes partially offset by a discrete tax benefit related to employee stock vesting.

The Company recorded $ 17.1 million and $ 30.5 million of income tax expense from continuing operations for the three months ended March 31, 2024 and 2023, respectively.

The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 was 23.3 % and 28.6 %, respectively.

The effective tax rate for the three months ended March 31, 2024 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and non-deductible executive compensation, partially offset by a discrete tax benefit related to employee stock vesting.

The effective tax rate for the three months ended March 31, 2023 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and discrete tax expense from state legislative enactments.

NOTE 12 - Derivatives

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

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

The swap agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the former asset backed lending facility and terminated on May 29, 2022.

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

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

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 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 3.70 % 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 5.32 % at September 30, 2023.

The floating rate that the Company receives under the terms of these swap agreements was 5.33 % at March 31, 2024.

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

(in thousands) Balance Sheet Location September 30, 2023

(in thousands) Balance Sheet Location March 31, 2024 December 31, 2023

Cash Flow Hedges:

Interest rate swap Prepaid expenses and other current assets $ 13,770

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

The fair value of the interest rate swaps are based on dealer quotes of market forward rates, Level 2 inputs on the fair value hierarchy, and reflect the amounts that the Company would receive or pay as of September 30, 2023 for contracts involving the same attributes and maturity dates.

The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statements of operations for the nine months ended September 30, 2023 and 2022 :

Interest rate swaps Prepaid expenses and other current assets $ 17,214 $ 9,145

Interest rate swaps Other non-current assets $ 5,703 $ —

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

The fair value of the interest rate swaps was based on dealer quotes of market forward rates, which are Level 2 inputs on the fair value hierarchy (see Note 13), and reflected the amount that the Company would receive or pay as of March 31, 2024 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 condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 :

Three Months Ended March 31,

(in thousands) 2024 2023

Gain recognized in OCI $ 33,153 $ 4,669

Gain (loss) recognized in OCI $ 23,322 $ ( 641 )

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

(Gain) loss reclassified from AOCI into income $ ( 7,928 ) $ 4,530

Foreign Currency Contract

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

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

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

This contract did not qualify for hedge accounting and was revalued at fair value at December 31, 2022 with unrealized gains and losses reflected in the Company's results of operations.

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

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

(in thousands) Balance Sheet Location December 31, 2022

Foreign currency contract Accrued liabilities $ 930

The fair value of the foreign currency contract was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates.

The location and the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the nine months ended September 30, 2023 was as follows :

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

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

Gain reclassified from AOCI into income $ ( 5,267 ) $ ( 1,526 )

NOTE 13 - Fair Value Measures

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Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions

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

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at September 30, 2023 approximate their respective book values.

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

September 30, 2023 December 31, 2022

The Company has assessed that the fair values of cash and short-term deposits, marketable securities, trade receivables, trade payables, and other current liabilities approximate their carrying amounts.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at March 31, 2024 and December 31, 2023 approximate their respective book values.

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

The fair 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 following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs:

March 31, 2024 December 31, 2023

(in thousands)

Carrying Amount

(in thousands)

ABL Facility $ 1,865,116 $ — $ 1,893,728 $ — $ 1,988,176 $ — $ 2,020,000 $ —

2025 Secured Notes $ 523,356 $ 525,410 $ 522,735 $ 527,021

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Total $ 3,366,410 $ 3,397,772 $ 3,440,203 $ 3,485,392

As of September 30, 2023, the carrying values of the ABL Facility, the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $ 28.6 million, $ 4.4 million, $ 5.8 million , and $ 6.4 million , respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

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

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

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

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

As of March 31, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $ 3.1 million, $ 5.2 million , and $ 6.1 million , respectively, 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 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $ 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.

The location and the fair value of derivative assets and liabilities in the condensed consolidated balance sheets are disclosed in Note 12.

NOTE 14 - Stock-Based Compensation

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

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

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

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

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Restricted Stock Awards

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

The following table summarizes the Company's RSA activity for the three months ended March 31, 2024 and 2023 :

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

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

Granted 28,946 $ 44.44 35,244 $ 37.17

Vested ( 35,244 ) $ 37.17 ( 36,176 ) $ 29.30

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

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

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

At September 30, 2023, there was $ 0.9 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 0.7 years.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.3 million for both the three months ended March 31, 2024 and 2023.

At March 31, 2024, unrecognized compensation cost related to RSAs totaled $ 0.2 million and was expected to be recognized over the remaining weighted average vesting period of 0.2 years.

Time-Based RSUs

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

The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31, 2024 and 2023 :

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

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Outstanding at end of period 658,999 $ 42.11 690,333 $ 34.95

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

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

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

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.3 million and $ 1.8 million for the three months ended March 31, 2024 and 2023, respectively.

At March 31, 2024, unrecognized compensation cost related to Time-Based RSUs totaled $ 24.7 million and was expected to be recognized over the remaining weighted average vesting period of 2.7 years.

Performance-Based RSUs

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

The following table summarizes the Company's Performance-Based RSU award activity for the three months ended March 31, 2024 and 2023 :

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

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Outstanding at end of period 1,875,051 $ 47.39 2,089,757 $ 41.56

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

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

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

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

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

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 6.4 million and $ 5.8 million for the three months ended March 31, 2024 and 2023, respectively.

At March 31, 2024, unrecognized compensation cost related to Performance-Based RSUs totaled $ 48.2 million and was expected to be recognized over the remaining weighted average vesting period of 1.8 years.

Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in the S&P 400 index at the grant date over the performance period of three years .

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

The 100 % target payout is tied to performance at the 50 % percentile, with a payout curve ranging from 0 % (for performance less than the 25 % percentile) to 200 % (for performance above the 85 % percentile).

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

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

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

Stock Options

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

The following table summarizes the Company's stock option activity for the three months ended March 31, 2024 :

WillScot Options Weighted-Average Exercise Price per Share Converted

3 unchanged sentences

Outstanding at end of period 534,188 $ 13.60 825,742 $ 12.83

Fully vested and exercisable options, September 30, 2023

Fully vested and exercisable options, March 31, 2024

534,188 $ 13.60 825,742 $ 12.83

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

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

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

2 unchanged sentences

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

Fully vested and exercisable options, September 30, 2022

Fully vested and exercisable options, March 31, 2023

534,188 $ 13.60 858,502 $ 12.92

WillScot Options

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

NOTE 15 - Commitments and Contingencies

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

As of September 30, 2023, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows.

As of March 31, 2024, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows.

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

NOTE 16 - Segment Reporting

The Company operates in two reportable segments as follows:

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

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

Transactions between reportable segments are not significant.

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

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

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

For the nine months ended September 30, 2022, $ 36.8 million of revenue and $ 20.9 million of gross profit were transferred from the Modular segment to the Storage segment.

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

The Company reflects further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations.

The Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated income from continuing operations to Adjusted EBITDA below.

Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company.

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

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

Reportable Segments

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

Three Months Ended September 30, 2023

(in thousands) Modular Storage Unallocated Costs Total

Leasing and services revenue:

$ 293,694 $ 173,075 $ 466,769

Delivery and installation

77,126 38,472 115,598

Sales revenue:

8,664 1,491 10,155

8,322 3,990 12,312

Total revenues

387,806 217,028 604,834

Cost of leasing and services:

83,626 20,705 104,331

Delivery and installation

58,968 23,113 82,081

Cost of sales:

4,490 606 5,096

4,365 2,317 6,682

Depreciation of rental equipment 55,178 11,772 66,950

$ 181,179 $ 158,515 $ 339,694

Other selected data:

Adjusted EBITDA from continuing operations $ 148,386 $ 117,094 $ — $ 265,480

Selling, general and administrative expense $ 87,836 $ 53,192 $ 10,955 $ 151,983

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

Three Months Ended September 30, 2022

(in thousands) Modular Storage Unallocated Costs Total

Leasing and services revenue:

Leasing $ 260,239 $ 167,603 $ 427,842

Delivery and installation 82,227 44,789 127,016

Sales revenue:

New units 7,892 1,716 9,608

Rental units 11,714 1,828 13,542

Total revenues 362,072 215,936 578,008

Cost of leasing and services:

Leasing 78,075 29,645 107,720

Delivery and installation 64,773 26,971 91,744

Cost of sales:

New units 4,795 1,003 5,798

Rental units 5,585 1,261 6,846

Depreciation of rental equipment 59,322 8,693 68,015

Gross profit $ 149,522 $ 148,363 $ 297,885

Other selected data:

Adjusted EBITDA from continuing operations $ 135,246 $ 104,122 $ — $ 239,368

Selling, general and administrative expense $ 76,535 $ 52,903 $ 10,678 $ 140,116

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

Nine Months Ended September 30, 2023

(in thousands) Modular Storage Unallocated Costs Total

Leasing and services revenue:

$ 844,060 $ 511,980 $ 1,356,040

Delivery and installation

217,115 117,867 334,982

Sales revenue:

24,756 5,060 29,816

22,220 9,333 31,553

Total revenues

1,108,151 644,240 1,752,391

Cost of leasing and services:

234,550 65,852 300,402

Delivery and installation

169,014 69,423 238,437

Cost of sales:

14,010 2,089 16,099

10,926 5,277 16,203

Depreciation of rental equipment 160,397 30,159 190,556

$ 519,254 $ 471,440 $ 990,694

Other selected data:

Adjusted EBITDA from continuing operations $ 436,793 $ 336,870 $ — $ 773,663

Selling, general and administrative expense $ 249,049 $ 165,577 $ 35,059 $ 449,685

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

Nine Months Ended September 30, 2022

(in thousands) Modular Storage Unallocated Costs Total

Leasing and services revenue:

Leasing $ 725,062 $ 440,725 $ 1,165,787

Delivery and installation 208,547 114,849 323,396

Sales revenue:

New units 21,186 4,136 25,322

Rental units 31,078 6,486 37,564

Total revenues 985,873 566,196 1,552,069

Cost of leasing and services:

Leasing 204,852 71,313 276,165

Delivery and installation 170,294 74,567 244,861

Cost of sales:

New units 12,261 2,614 14,875

Rental units 15,912 4,304 20,216

Depreciation of rental equipment 163,825 24,968 188,793

Gross profit $ 418,729 $ 388,430 $ 807,159

Other selected data:

Adjusted EBITDA from continuing operations $ 357,656 $ 258,128 $ — $ 615,784

Selling, general and administrative expense $ 233,539 $ 157,257 $ 37,593 $ 428,389

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

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

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

(in thousands) 2023 2022 2023 2022

Income from continuing operations $ 91,516 $ 78,176 $ 255,516 $ 177,323

Income tax expense from continuing operations 32,780 28,288 94,855 61,219

Interest expense 53,803 38,009 145,915 101,732

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

Currency losses, net 96 160 6,885 124

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

Transaction costs 787 — 787 35

Integration costs 780 3,902 6,900 13,182

Stock compensation expense 8,636 7,111 26,134 22,512

Other ( 7,720 ) 51 ( 6,278 ) 4,727

Adjusted EBITDA from continuing operations $ 265,480 $ 239,368 $ 773,663 $ 615,784

NOTE 16 - Earnings Per Share

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

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

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

Three Months Ended March 31,

(in thousands) 2024 2023

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Dilutive effect of shares outstanding

Warrants — 1,812 — 1,816

RSAs 5 8 16 17

Time-based RSUs 255 326

2 unchanged sentences

Weighted average Common Shares outstanding – dilutive 193,065 209,664

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

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

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

Three Months Ended March 31,

(in thousands) 2024 2023

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements