What changed in this filing

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Item 1. Financial Statements

2024-08-01 compared with 2024-05-02 · 210 added, 129 removed, 513 unchanged (40% of the section changed)

Financial Statements

WillScot Mobile Mini Holdings Corp.

WillScot Holdings Corporation

Condensed Consolidated Balance Sheets

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

(in thousands, except share data) June 30, 2024 (unaudited)

December 31, 2023

Cash and cash equivalents $ 5,924 $ 10,958

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

Trade receivables, net of allowances for credit losses at June 30, 2024 and December 31, 2023 of $ 89,070 and $ 81,656 , respectively

442,205 451,130

26 unchanged sentences

Preferred Stock:

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

$ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2024 and December 31, 2023

Common Stock:

$ 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

$ 0.0001 par, 500,000,000 shares authorized and 188,591,960 and 189,967,135 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

Additional paid-in-capital 2,014,327 2,089,091

4 unchanged sentences

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

WillScot Mobile Mini Holdings Corp.

WillScot Holdings Corporation

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

(in thousands, except share data) 2024 2023 2024 2023

17 unchanged sentences

Other depreciation and amortization 18,135 17,346 36,055 34,519

Lease impairment expense and other related charges 746 22

Currency losses, net 77 6,775

Impairment loss on intangible asset 132,540 — 132,540 —

Lease impairment expense and other related charges, net ( 23 ) — 723 22

Restructuring costs 6,206 — 6,206 —

Currency (gains) losses, net ( 42 ) 14 35 6,789

Other expense (income), net 924 ( 2,838 ) 1,555 ( 6,197 )

Operating income 129,946 151,647

Operating (loss) income ( 5,232 ) 166,540 124,714 318,187

Interest expense, net 55,548 47,246 112,136 92,112

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

Income tax expense from continuing operations 17,118 30,510

Income from continuing operations 56,240 76,271

(Loss) income from continuing operations before income tax ( 60,780 ) 119,294 12,578 226,075

Income tax (benefit) expense from continuing operations ( 13,929 ) 31,565 3,189 62,075

(Loss) income from continuing operations ( 46,851 ) 87,729 9,389 164,000

Discontinued operations:

3 unchanged sentences

Income from discontinued operations — — — 134,613

Net income $ 56,240 $ 210,884

Earnings per share from continuing operations:

Net (loss) income $ ( 46,851 ) $ 87,729 $ 9,389 $ 298,613

(Loss) earnings per share from continuing operations:

Basic $ ( 0.25 ) $ 0.44 $ 0.05 $ 0.80

3 unchanged sentences

Diluted $ — $ — $ — $ 0.65

Earnings per share:

(Loss) earnings per share:

Basic $ ( 0.25 ) $ 0.44 $ 0.05 $ 1.46

4 unchanged sentences

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Comprehensive Income

WillScot Holdings Corporation

Condensed Consolidated Statements of Comprehensive (Loss) Income

Three Months Ended

June 30, Six Months Ended

(in thousands)

Net income $ 56,240 $ 210,884

Other comprehensive income (loss):

2024 2023 2024 2023

Net (loss) income $ ( 46,851 ) $ 87,729 $ 9,389 $ 298,613

Other comprehensive (loss) income:

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

( 4,154 ) 5,915 ( 9,702 ) 13,849

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.

Net gain on derivatives, net of income tax expense of $ 535 and $ 4,268 for the three months ended June 30, 2024 and 2023, respectively, and $ 5,050 and $ 4,046 for the six months ended June 30, 2024 and 2023, respectively.

1,624 12,831 15,164 12,164

Total other comprehensive income 7,992 7,267

Total comprehensive income $ 64,232 $ 218,151

Total other comprehensive (loss) income ( 2,530 ) 18,746 5,462 26,013

Total comprehensive (loss) income $ ( 49,381 ) $ 106,475 $ 14,851 $ 324,626

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

WillScot Mobile Mini Holdings Corp.

WillScot Holdings Corporation

Condensed Consolidated Statements of Changes in Equity

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

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

7 unchanged sentences

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

Three Months Ended March 31, 2023

Net loss — — — — ( 46,851 ) ( 46,851 )

Other comprehensive loss — — — ( 2,530 ) — ( 2,530 )

Common Stock-based award activity 26 — 9,614 — — 9,614

Repurchase and cancellation of Common Stock ( 2,036 ) ( 1 ) ( 79,074 ) — — ( 79,075 )

Issuance of Common Stock from the exercise of options 4 — 52 — — 52

Balance at June 30, 2024 188,592 $ 19 $ 2,014,327 $ ( 47,306 ) $ ( 765,704 ) $ 1,201,336

Six Months Ended June 30, 2023

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

8 unchanged sentences

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

Net income — — — — 87,729 87,729

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

Common stock-based award activity 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

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

WillScot Mobile Mini Holdings Corp.

WillScot Holdings Corporation

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

5 unchanged sentences

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

Impairment loss on intangible asset 132,540 —

Gain on sale of rental equipment and other property, plant and equipment ( 12,523 ) ( 11,691 )

3 unchanged sentences

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

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

Unrealized currency gains, net ( 25 ) ( 1,030 )

Other 2,070 2,176

12 unchanged sentences

Purchase of property, plant and equipment ( 12,801 ) ( 11,189 )

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

Proceeds from sale of property, plant and equipment 215 265

Purchase of investments ( 3,245 ) —

5 unchanged sentences

Repayment of borrowings ( 870,028 ) ( 674,719 )

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

Payment of financing costs ( 5,220 ) —

Payments on finance lease obligations ( 9,569 ) ( 8,133 )

Receipts from issuance of Common Stock from the exercise of options 121 412

11 unchanged sentences

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

WillScot Mobile Mini Holdings Corp.

WillScot Holdings Corporation

Notes to the Condensed Consolidated Financial Statements (Unaudited)

1 unchanged sentence

Organization and Nature of Operations

WillScot Mobile Mini Holdings Corp.

(“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.

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

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

On July 29, 2024, the Company amended and restated its certificate of incorporation to effect a change of the Company’s name from “WillScot Mobile Mini Holdings Corp.” to “WillScot Holdings Corporation."

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements.

The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented.

The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented.

Subsidiaries are fully consolidated from the dat e of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases.

1 unchanged sentence

All intercompany balances and transactions are eliminated.

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.

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

26 unchanged sentences

and income tax expense (or benefit).

ASU 2023-09 is

effective for fiscal years beginning after December 15, 2024.

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

Early adoption is permitted.

1 unchanged sentence

NOTE 2 - 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.

Asset Acquisitions

During the six months ended June 30, 2024, the Company acquired certain assets and assumed certain liabilities of three local storage and modular companies, which consisted primarily of approximately 600 storage units and 800 modular units, for $ 70.6 million in cash, net of cash acquired.

As of the acquisition dates, the fair value of rental equipment acquired was $ 67.7 million.

Integration Costs

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.

The Company recorded $ 3.1 million and $ 2.2 million in integration costs related to business combinations, asset acquisitions, and the merger of WillScot and Mobile Mini, Inc.

within selling, general and administrative expense ("SG&A") during the three months ended June 30, 2024 and 2023, respectively, and $ 5.9 million and $ 6.1 million in integration costs related to acquisitions and the merger during the six months ended June 30, 2024 and 2023, respectively.

Entry into an Agreement to Acquire McGrath RentCorp

2 unchanged sentences

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.

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

The McGrath acquisition is subject to the satisfaction or waiver of certain customary closing conditions, including receipt of regulatory approval, 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 June 13, 2024 and modified by a Notice of Reduction of Bridge Commitments on June 28, 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 and (ii) an upsize to the existing $ 3.7 billion ABL Facility (as defined below) of Williams Scotsman, Inc., a subsidiary of the Company ("WSI"), 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.

The Company recorded $ 22.9 million and $ 35.2 million in legal and professional fees primarily related to the acquisition of McGrath within selling, general and administrative expense ("SG&A") during the three and six months ended June 30, 2024, respectively.

NOTE 3 - Discontinued Operations

4 unchanged sentences

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

(in thousands) Six Months Ended

June 30, 2023

Leasing and services revenue:

19 unchanged sentences

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

Including this adjustment, the total gain on sale of discontinued operations was $ 176.1 million for the 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,

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

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

(in thousands)

Six Months Ended

June 30, 2023

Investing activities of discontinued operations:

6 unchanged sentences

Geographic Areas

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

The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2024 and 2023 as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2024 2023 2024 2023

9 unchanged sentences

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

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

The Company’s revenue by major product and service line for the three and six months ended June 30, 2024 and 2023 was as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2024 2023 2024 2023

11 unchanged sentences

Total revenues $ 604,590 $ 582,089 $ 1,191,771 $ 1,147,557

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

(a) Includes $ 10.1 million and $ 6.1 million of service revenue for the three months ended June 30, 2024 and 2023, respectively, and $ 20.1 million and $ 11.7 million of service revenue for the six months ended June 30, 2024 and 2023, respectively.

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

Leasing and Services Revenue

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.

The majority of revenue ( 74 % and 75 % for the three and six months ended June 30, 2024, respectively, and 76 % for both the three and six months ended June 30, 2023) was generated by lease income subject to the guidance of Accounting Standards Update No.

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

8 unchanged sentences

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.

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

Activity in the allowance for credit losses was as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2024 2023 2024 2023

8 unchanged sentences

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

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.

As of June 30, 2024 and December 31, 2023, the Company had approximately $ 131.5 million and $ 124.1 million , respectively, of deferred revenue related to services billed in advance.

During the three and six months ended June 30, 2024, $ 20.1 million and $ 47.7 million, respectively, of deferred revenue billed in advance was recognized as revenue.

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

7 unchanged sentences

NOTE 5 - Leases

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

As of June 30, 2024, the future lease payments for operating and finance lease liabilities were as follows:

(in thousands) Operating Finance

9 unchanged sentences

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

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

(in thousands) Three Months Ended March 31,

The Company’s lease activity during the six months ended June 30, 2024 and 2023 was as follows:

(in thousands) Six Months Ended June 30,

Financial Statement Line 2024 2023

7 unchanged sentences

Selling, general and administrative 39,261 32,006

Lease impairment expense and other related charges 22 —

Short-term lease expense

7 unchanged sentences

Total operating lease expense $ 61,490 $ 52,560

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 related to leases for the six months ended June 30, 2024 and 2023 was as follows:

(in thousands) Six Months Ended June 30,

Supplemental Cash Flow Information 2024 2023

5 unchanged sentences

Assets obtained in exchange for finance leases $ 22,077 $ 24,382

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 operating lease terms and the weighted average discount rates as of June 30, 2024 and December 31, 2023 were as follows:

Lease Terms and Discount Rates June 30, 2024 December 31, 2023

Weighted average remaining lease term - operating leases 5.1 years 5.4 years

5 unchanged sentences

(in thousands)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Raw materials $ 43,701 $ 43,071

4 unchanged sentences

(in thousands)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Modular space units $ 3,620,534 $ 3,541,451

12 unchanged sentences

Effects of movements in foreign exchange rates ( 934 )

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.

Balance at June 30, 2024 $ 1,175,701

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

March 31, 2024

June 30, 2024

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

3 unchanged sentences

Technology 2.0 1,500 ( 1,000 ) 500

Indefinite-lived intangible assets:

Trade name – Mobile Mini 3.1 31,460 — 31,460

Indefinite-lived intangible assets:

Trade name – WillScot 125,000 — 125,000

10 unchanged sentences

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

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:

Amortization expense related to intangible assets was $ 7.3 million and $ 6.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 14.7 million and $ 11.9 million for the six months ended June 30, 2024 and 2023, respectively.

In the second quarter of 2024, the Company determined that a review of the carrying value of the Mobile Mini trade name was necessary based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

As of June 30, 2024, the Mobile Mini trade name was tested for impairment using the relief from royalty valuation method.

This valuation represents a Level 3 asset measured at fair value on a nonrecurring basis.

After determining the estimated fair value, t he Company recorded an impairment charge of $ 132.5 million during the three months ended June 30, 2024.

This non-cash charge was recorded to impairment loss on intangible asset on the consolidated statement of operations.

As of June 30, 2024, t he remaining net book value of the Mobile Mini trade name was $ 31.5 million, which will be amortized over a remaining useful life of approximately 3.1 years.

The Company did not record any other impairment charges during the six months ended June 30, 2024.

As of June 30, 2024, the expected future amortization expense for intangible assets is as follows for the years ended December 31:

(in thousands)

3 unchanged sentences

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

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

(in thousands, except rates) Interest rate Year of maturity June 30, 2024 December 31, 2023

2025 Secured Notes 6.125 % 2025 $ 523,988 $ 522,735

2 unchanged sentences

2029 Secured Notes 6.625 % 2029 493,094 —

2031 Secured Notes 7.375 % 2031 494,013 493,709

Finance Leases Varies Varies 129,564 117,099

2 unchanged sentences

Total long-term debt $ 3,459,255 $ 3,538,516

Maturities of debt, including finance leases, during the periods subsequent to June 30, 2024 are as follows:

(in thousands)

2024 (remaining) $ 13,911

2027 1,391,083

Thereafter 1,033,272

Total $ 3,544,500

Asset Backed Lending Facility

8 unchanged sentences

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

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 %.

As of June 30, 2024, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.32 %.

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

1 unchanged sentence

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;

(ii) increase the maximum revolving credit facility amount to $ 4.45 billion, including an increase to the US Facility of $ 744.5 million and an increase to the Multicurrency of $ 5.5 million;

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.

1 unchanged sentence

Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate revolver commitments and (ii) the borrowing base ("Line Cap").

At March 31, 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.

At June 30, 2024, the Line Cap was $ 3.2 billion and the Company had $ 1.8 billion of available borrowing capacity under the ABL Facility, including $ 1.6 billion under the US Facility and $ 195.1 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.

At June 30, 2024, the available capacity was $ 199.2 million of letters of credit and $ 217.4 million of swingline loans.

At June 30, 2024, letters of credit and bank guarantees carried fees of 1.625 %.

The Company had issued $ 20.8 million of standby letters of credit under the ABL Facility at June 30, 2024.

The Company had approximately $ 1.4 billion of outstanding borrowings under the ABL Facility at June 30, 2024.

Debt issuance costs of $ 22.9 million and $ 26.8 million were presented as direct reductions of the corresponding liabilities at June 30, 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.

Senior Secured Notes

The 2025 Secured Notes mature on June 15, 2025.

At June 30, 2024, the 2025 Secured Notes were classified as long-term on the Condensed Consolidated Balance Sheet because the Company has the intent and believes it has the ability to refinance this obligation on a long-term basis as demonstrated by the forecasted available capacity under the ABL Facility if other refinancing efforts are unsuccessful or uneconomical.

On June 28, 2024, WSI completed a private offering of $ 500.0 million in aggregate principal amount of 6.625 % senior secured notes due 2029 (the "2029 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

P roceeds were used to repay approximately $ 495.0 million of outstanding indebtedness under the ABL Facility and certain fees and expenses.

T he 2029 Secured N otes mature on June 15, 2029 and bear interest at a rate of 6.625 % per annum.

Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2024.

Unamortized deferred financing costs pertaining to the 2029 Secured Notes were $ 6.9 million as of June 30, 2024.

The 2025 Secured Notes, 2028 Secured Notes, 2029 Secured Notes and 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”).

WillScot is not a guarantor of the 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 Secured Notes.

The 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 2029 Secured Notes and the 2031 Secured Notes (other than certain permitted), the collateral securing the 2029 Secured Notes and the 2031 Secured Notes will be released and the 2029 Secured Notes and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions.

Finance Leases

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

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

At June 30, 2024 and December 31, 2023, obligations under finance leases were $ 129.6 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 March 31, 2024.

The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of June 30, 2024.

NOTE 10 – Equity

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 .

In connection with the stock compensation vesting and stock option exercises described in Note 14, the Company issued 660,338 shares of Common Stock during the six months ended June 30, 2024 .

Stock Repurchase Program

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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.

During the six months ended June 30, 2024 , the Company repurchased 2,035,513 shares of Common Stock for $ 78.7 million, excluding excise tax.

As of June 30, 2024, $ 419.5 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 three months ended March 31, 2024 and 2023 were as follows:

Three Months Ended March 31, 2024

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2024 and 2023 were as follows:

Six Months Ended June 30, 2024

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

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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

Other comprehensive (loss) income before reclassifications ( 4,154 ) 7,247 3,093

Reclassifications from AOCI to income — ( 5,623 ) ( 5,623 )

Balance at June 30, 2024 $ ( 65,733 ) $ 18,427 $ ( 47,306 )

Six Months Ended June 30, 2023

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

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

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

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.

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 )

For the three months ended June 30, 2024 and 2023, gains of $ 5.6 million and $ 2.9 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swa ps.

For the six months ended June 30, 2024 and 2023, gains of $ 10.9 million and $ 4.5 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps.

Th e interest rate swaps are discussed in Note 12.

Associated with these reclassifications, t he Company recorded a tax benefit of $ 1.6 million and tax expense of $ 0.7 million for the three months ended June 30, 2024 and 2023, respectively, and tax expense of $ 3.0 million and $ 1.1 million for the six months ended June 30, 2024 and 2023, respectively.

NOTE 11 – Income Taxes

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.

The Company recorded $ 13.9 million of income tax benefit from continuing operations and $ 3.2 million of income tax expense from continuing operations for the three and six months ended June 30, 2024, respectively, and $ 31.6 million and $ 62.1 million of income tax expense from continuing operations for the three and six months ended June 30, 2023, respectively.

The Company’s effective tax rate for the three and six months ended June 30, 2024 was 22.9 % and 25.4 %, respectively.

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

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

NOTE 12 - Derivatives

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The swap agreements terminate on June 30, 2027.

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

The floating rate that the Company receives under the terms of these swap agreements was 5.35 % at June 30, 2024.

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

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

(in thousands) Balance Sheet Location June 30, 2024 December 31, 2023

Cash Flow Hedges:

2 unchanged sentences

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,

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 June 30, 2024 for contracts involving the same attributes and maturity dates.

Six Months Ended June 30,

(in thousands) 2024 2023

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

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

Gain recognized in OCI $ 31,104 $ 20,666

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

Gain reclassified from AOCI into income $ ( 10,890 ) $ ( 4,456 )

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The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value:

The Company utilizes the following accounting guidance for the three levels of inputs that may be used to measure fair value:

Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities;

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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 Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental equipment, property, plant and equipment, goodwill, intangible assets and certain other assets.

Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at June 30, 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 fair values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 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

June 30, 2024 December 31, 2023

(in thousands)

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2029 Secured Notes 493,094 504,040 — —

2031 Secured Notes 494,013 514,970 493,709 528,075

Total $ 2,006,129 $ 2,017,482 $ 1,510,944 $ 1,529,381

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 June 30, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes included $ 2.5 million, $ 5.0 million , $ 6.9 million , and $ 6.0 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.

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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.

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's Common Stock on the grant date.

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

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Restricted Stock Awards

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

The following table summarizes the Company's RSA activity for the six months ended June 30, 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 32,332 $ 38.20 25,483 $ 44.59

Vested ( 25,483 ) $ 44.59 ( 35,244 ) $ 37.17

Outstanding at end of period 35,795 $ 38.69 25,483 $ 44.59

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.

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 June 30, 2024 and 2023.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.6 million for both the six months ended June 30, 2024 and 2023.

At June 30, 2024, unrecognized compensation cost related to RSAs totaled $ 1.2 million and was expected to be recognized over the remaining weighted average vesting period of 0.9 years.

Time-Based RSUs

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

The following table summarizes the Company's Time-Based RSU activity for the six months ended June 30, 2024 and 2023 :

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

4 unchanged sentences

Outstanding at end of period 655,888 $ 42.11 678,528 $ 34.91

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.

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.7 million and $ 2.2 million for the three months ended June 30, 2024 and 2023, respectively.

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 5.0 million and $ 4.0 million for the six months ended June 30, 2024 and 2023, respectively.

At June 30, 2024, unrecognized compensation cost related to Time-Based RSUs totaled $ 21.9 million and was expected to be recognized over the remaining weighted average vesting period of 2.5 years.

Performance-Based RSUs

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

The following table summarizes the Company's Performance-Based RSU award activity for the six months ended June 30, 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 1,872,236 $ 47.40 2,088,772 $ 41.54

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.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 6.6 million and $ 6.9 million for the three months ended June 30, 2024 and 2023, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 13.1 million and $ 12.7 million for the six months ended June 30, 2024 and 2023, respectively.

At June 30, 2024, unrecognized compensation cost related to Performance-Based RSUs totaled $ 41.4 million and was expected to be recognized over the remaining weighted average vesting period of 1.5 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 .

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Stock Options

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

The following table summarizes the Company's stock option activity for the six months ended June 30, 2024 :

WillScot Options Weighted-Average Exercise Price per Share Converted

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Outstanding at end of period 534,188 $ 13.60 822,153 $ 12.82

Fully vested and exercisable options, March 31, 2024

Fully vested and exercisable options, June 30, 2024

534,188 $ 13.60 822,153 $ 12.82

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

The following table summarizes the Company's stock option activity for the six months ended June 30, 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 $ 13.60 834,941 $ 12.87

Fully vested and exercisable options, March 31, 2023

Fully vested and exercisable options, June 30, 2023

534,188 $ 13.60 834,941 $ 12.87

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

As of March 31, 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.

As of June 30, 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 - Earnings Per Share

NOTE 16 - Earnings (Loss) Per Share

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,

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

(in thousands) 2024 2023 2024 2023

Income from continuing operations $ 56,240 $ 76,271

(Loss) income from continuing operations $ ( 46,851 ) $ 87,729 $ 9,389 $ 164,000

Income from discontinued operations — — — 134,613

Net income $ 56,240 $ 210,884

Net (loss) income $ ( 46,851 ) $ 87,729 $ 9,389 $ 298,613

Weighted average Common Shares outstanding – basic 189,680 200,947 189,909 204,636

Dilutive effect of shares outstanding

RSAs — 16 19 21

Time-based RSUs — 242 186 309

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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,

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

(in thousands) 2024 2023 2024 2023

RSAs 36 — — —

Time-based RSUs 656 210 342 211

Performance-based RSUs 1,872 373 661 187

Stock Options 1,356 — — —

Total anti-dilutive shares 3,920 583 1,003 398

NOTE 17 - Restructuring

In June 2024, the Company implemented a cost-reduction plan to be completed by the end of 2024.

During the six months ended June 30, 2024, r estructuring costs incurred under this plan i ncluded employee termination costs of $ 6.2 million.

The following is a summary of the activity in the Company’s restructuring accruals for the six months ended June 30, 2024 :

Six Months Ended June 30,

(in thousands) 2024

Beginning balance $ —

Charges 6,206

Cash payments ( 513 )

Ending balance $ 5,693

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