What changed in this filing

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Item 1. Financial Statements

2024-10-30 compared with 2024-08-01 · 150 added, 128 removed, 595 unchanged (32% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

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

December 31, 2023

Cash and cash equivalents $ 11,046 $ 10,958

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

Trade receivables, net of allowances for credit losses at September 30, 2024 and December 31, 2023 of $ 99,241 and $ 81,656 , respectively

445,869 451,130

26 unchanged sentences

Preferred Stock:

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

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

Common Stock:

$ 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

$ 0.0001 par, 500,000,000 shares authorized and 187,048,646 and 189,967,135 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Additional paid-in-capital 1,960,163 2,089,091

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

17 unchanged sentences

Other depreciation and amortization 23,108 17,852 59,163 52,371

Termination fee 180,000 — 180,000 —

Impairment loss on intangible asset — — 132,540 —

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

Restructuring costs 2,334 — 8,540 —

Lease impairment expense and other related charges, net 144 — 867 22

Currency (gains) losses, net ( 129 ) 96 ( 94 ) 6,885

27 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands)

4 unchanged sentences

1,952 ( 6,732 ) ( 7,750 ) 7,117

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.

Net (loss) gain on derivatives, net of income tax (benefit) expense of $( 8,183 ) and $ 2,247 for the three months ended September 30, 2024 and 2023, respectively, and $( 3,134 ) and $ 6,293 for the nine months ended September 30, 2024 and 2023, respectively.

( 24,570 ) 6,768 ( 9,406 ) 18,932

4 unchanged sentences

Condensed Consolidated Statements of Changes in Equity

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

13 unchanged sentences

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

Six Months Ended June 30, 2023

Net loss — — — — ( 70,475 ) ( 70,475 )

Other comprehensive loss — — — ( 22,618 ) — ( 22,618 )

Withholding taxes on net share settlement of stock-based compensation — — ( 1,429 ) — — ( 1,429 )

Common Stock-based award activity 45 — 9,534 — — 9,534

Repurchase and cancellation of Common Stock ( 1,588 ) — ( 62,269 ) — — ( 62,269 )

Balance at September 30, 2024 187,049 $ 19 $ 1,960,163 $ ( 69,924 ) $ ( 836,179 ) $ 1,054,079

Nine Months Ended September 30, 2023

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

14 unchanged sentences

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

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 )

Common stock-based award activity 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

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

Operating activities:

Net income $ 9,389 $ 298,613

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 61,086 ) $ 390,129

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 285,894 242,927

5 unchanged sentences

Stock-based compensation expense 28,247 26,134

Deferred income tax expense ( 22,995 ) 90,675

Deferred income tax (benefit) expense ( 47,789 ) 118,455

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

18 unchanged sentences

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

Net cash (used in) provided by investing activities ( 193,329 ) 158,477

Net cash used in investing activities ( 268,668 ) ( 217,522 )

Financing activities:

29 unchanged sentences

All intercompany balances and transactions are eliminated.

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.

The results of operations for the nine months ended September 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.

30 unchanged sentences

NOTE 2 - Acquisitions

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.

During the nine months ended September 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, and one national provider of premium large clearspan structures for $ 84.5 million in cash, net of cash acquired.

As of the acquisition dates, the fair value of rental equipment acquired was $ 80.7 million.

Integration Costs

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

The Company recorded $ 1.5 million and $ 0.8 million in integration costs related to acquisitions during the three months ended September 30, 2024 and 2023, respectively, and $ 7.4 million and $ 6.9 million in integration costs related to acquisitions during the nine months ended September 30, 2024 and 2023, respectively, within selling, general and administrative expense ("SG&A") .

Termination of 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 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.

On September 17, 2024, the Company and McGrath mutually agreed to terminate the Merger Agreement.

In accordance with the terms of the Merger Agreement, the Company paid McGrath a $ 180.0 million termination fee during the three months ended September 30, 2024.

During the three and nine months ended September 30, 2024, the Company recorded $ 8.8 million and $ 41.3 million, respectively, in legal and professional fees related to the McGrath transaction within SG&A.

In connection with the Company's proposed acquisition of McGrath, 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 committed to make available, in accordance with the terms of the Commitment Letter, (i) a senior secured bridge credit facility and (ii) an upsize to the existing ABL Facility (as defined below) of Williams Scotsman, Inc.

("WSI") As a result of the termination of the Merger Agreement, the Commitment Letter was terminated.

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) Six Months Ended

June 30, 2023

(in thousands) Nine Months Ended

September 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 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:

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

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

(in thousands)

Six Months Ended

June 30, 2023

Nine Months Ended

September 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 and six months ended June 30, 2024 and 2023 as follows:

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(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 and six months ended June 30, 2024 and 2023 was as follows:

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2024 2023 2024 2023

11 unchanged sentences

Total revenues $ 601,432 $ 604,834 $ 1,793,203 $ 1,752,391

(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.

(a) Includes $ 10.3 million and $ 6.4 million of service revenue for the three months ended September 30, 2024 and 2023, respectively, and $ 30.4 million and $ 18.1 million of service revenue for the nine months ended September 30, 2024 and 2023, respectively.

(b) Includes primarily damage billings, delinquent payment charges, other processing fees, and provisions for specific uncollectible receivables.

Leasing and Services Revenue

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.

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

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

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(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 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.

As of September 30, 2024 and December 31, 2023, the Company had approximately $ 136.9 million and $ 124.1 million , respectively, of deferred revenue related to services billed in advance.

During the three and nine months ended September 30, 2024, $ 13.3 million and $ 61.0 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 June 30, 2024, the future lease payments for operating and finance lease liabilities were as follows:

As of September 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 six months ended June 30, 2024 and 2023 was as follows:

(in thousands) Six Months Ended June 30,

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

(in thousands) Nine Months Ended September 30,

Financial Statement Line 2024 2023

17 unchanged sentences

Total operating lease expense $ 92,704 $ 79,239

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

(in thousands) Nine Months Ended September 30,

Supplemental Cash Flow Information 2024 2023

5 unchanged sentences

Assets obtained in exchange for finance leases $ 31,907 $ 38,534

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

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

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

5 unchanged sentences

(in thousands)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Raw materials $ 42,276 $ 43,071

4 unchanged sentences

(in thousands)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Modular space units $ 3,660,481 $ 3,541,451

11 unchanged sentences

Balance at December 31, 2023 1,176,635

Addition from acquisition 887

Effects of movements in foreign exchange rates ( 633 )

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.

Balance at September 30, 2024 $ 1,176,889

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

June 30, 2024

September 30, 2024

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

17 unchanged sentences

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

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.

Amortization expense related to intangible assets was $ 11.9 million and $ 5.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 26.6 million and $ 17.8 million for the nine months ended September 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.

The most significant unobservable input (Level 3) used to estimate the fair value was a discount rate of 9 %.

After determining the estimated fair value, t he Company recorded an impairment charge of $ 132.5 million during the nine months ended September 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:

After the impairment charge , t he remaining net book value of the Mobile Mini trade name was $ 31.5 million, which is being amortized over a remaining useful life.

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

As of September 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 June 30, 2024 December 31, 2023

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

2025 Secured Notes 6.125 % 2025 $ 524,630 $ 522,735

7 unchanged sentences

Total long-term debt $ 3,607,957 $ 3,538,516

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

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

(in thousands)

13 unchanged sentences

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

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 %.

As of September 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 5.40 %.

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 $ 4.45 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.

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

In connection with the Company's proposed 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;

Following the termination of the Merger Agreement on September 17, 2024, the Sixth Amendment was null and void.

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

At June 30, 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.

At September 30, 2024, the Line Cap was $ 3.2 billion and the Company had $ 1.7 billion of available borrowing capacity under the ABL Facility, including $ 1.5 billion under the US Facility and $ 199.2 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 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.

At September 30, 2024, the available capacity was $ 199.2 million of letters of credit and $ 203.8 million of swingline loans.

At September 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 September 30, 2024.

The Company had approximately $ 1.5 billion of outstanding borrowings under the ABL Facility at September 30, 2024.

Debt issuance costs of $ 21.0 million and $ 26.8 million were presented as direct reductions of the corresponding liabilities at September 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.

1 unchanged sentence

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.

At September 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, among other refinancing alternatives to be considered opportunistically.

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 .

2 unchanged sentences

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.

Unamortized deferred financing costs pertaining to the 2029 Secured Notes were $ 6.7 million as of September 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”).

6 unchanged sentences

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

At June 30, 2024 and December 31, 2023, obligations under finance leases were $ 129.6 million and $ 117.1 million, respectively.

At September 30, 2024 and December 31, 2023, obligations under finance leases were $ 134.2 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 June 30, 2024.

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

NOTE 10 – Equity

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 .

In connection with the stock compensation vesting and stock option exercises described in Note 14, the Company issued 704,809 shares of Common Stock during the nine months ended September 30, 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.

In September 2024, 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.

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.

During the nine months ended September 30, 2024 , the Company repurchased 3,623,298 shares of Common Stock for $ 140.4 million, excluding excise tax.

As of September 30, 2024, $ 951.9 million of the authorization for future repurchases of Common Stock remained available.

Accumulated Other Comprehensive Loss

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

Six Months Ended June 30, 2024

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

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

Nine Months Ended September 30, 2024

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

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

5 unchanged sentences

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

Six Months Ended June 30, 2023

Other comprehensive income (loss) before reclassifications 1,952 ( 18,973 ) ( 17,021 )

Reclassifications from AOCI to income — ( 5,597 ) ( 5,597 )

Balance at September 30, 2024 $ ( 63,781 ) $ ( 6,143 ) $ ( 69,924 )

Nine Months Ended September 30, 2023

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

6 unchanged sentences

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

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.

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

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

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

For the three months ended September 30, 2024 and 2023, gains of $ 5.6 million and $ 3.5 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 nine months ended September 30, 2024 and 2023, gains of $ 16.5 million and $ 7.9 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.

Associated with these reclassifications, t he Company recorded tax expense of $ 1.5 million and $ 0.9 million for the three months ended September 30, 2024 and 2023, respectively, and tax expense of $ 4.5 million and $ 2.1 million for the nine months ended September 30, 2024 and 2023, respectively.

NOTE 11 – Income Taxes

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.

The Company recorded $ 20.6 million and $ 17.4 million of income tax benefit from continuing operations for the three and nine months ended September 30, 2024, respectively, and $ 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.

The Company’s effective tax rate for the three and nine months ended September 30, 2024 was 22.6 % and 22.2 %, 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 effective tax rate for the three and nine months ended September 30, 2024 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes, partially offset by discrete excess tax benefits related to equity compensation.

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 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 5.35 % at June 30, 2024.

The floating rate that the Company receives under the terms of these swap agreements was 4.86 % at September 30, 2024.

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

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

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

Cash Flow Hedges:

Interest rate swaps Prepaid expenses and other current assets $ 3,414 $ 9,145

Interest rate swaps Other non-current assets $ 7,894 $ —

Interest rate swaps Other non-current liabilities $ ( 11,248 ) $ ( 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 June 30, 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 six months ended June 30, 2024 and 2023 :

Six Months Ended June 30,

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

Nine Months Ended September 30,

(in thousands) 2024 2023

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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.

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

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

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Total $ 2,007,434 $ 2,057,406 $ 1,510,944 $ 1,529,381

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 September 30, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes included $ 1.9 million, $ 4.7 million , $ 6.7 million , and $ 5.8 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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Restricted Stock Awards

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

The following table summarizes the Company's RSA activity for the nine months ended September 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 32,332 $ 38.20 28,946 $ 44.44

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.

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, 2024 and 2023.

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 1.0 million for both the nine months ended September 30, 2024 and 2023.

At September 30, 2024, unrecognized compensation cost related to RSAs totaled $ 0.8 million and was expected to be recognized over the remaining weighted average vesting period of 0.7 years.

Time-Based RSUs

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

The following table summarizes the Company's Time-Based RSU activity for the nine months ended September 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 592,199 $ 43.87 628,250 $ 36.12

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.

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 2.8 million and $ 2.2 million for the three months ended September 30, 2024 and 2023, respectively.

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 7.8 million and $ 6.1 million for the nine months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, unrecognized compensation cost related to Time-Based RSUs totaled $ 18.0 million and was expected to be recognized over the remaining weighted average vesting period of 2.4 years.

Performance-Based RSUs

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

The following table summarizes the Company's Performance-Based RSU award activity for the nine months ended September 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 1,832,002 $ 47.37 1,949,642 $ 42.96

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.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 6.4 million and $ 6.2 million for the three months ended September 30, 2024 and 2023, respectively.

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 19.5 million and $ 18.8 million for the nine months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, unrecognized compensation cost related to Performance-Based RSUs totaled $ 32.8 million and was expected to be recognized over the remaining weighted average vesting period of 1.3 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 six months ended June 30, 2024 :

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

Fully vested and exercisable options, September 30, 2024

534,188 $ 13.60 822,153 $ 12.82

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

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

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

2 unchanged sentences

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

Fully vested and exercisable options, June 30, 2023

Fully vested and exercisable options, September 30, 2023

534,188 $ 13.60 831,653 $ 12.87

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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 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.

As of September 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 (Loss) Per Share

NOTE 16 - (Loss) Earnings 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 June 30, Six Months Ended June 30,

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

(in thousands) 2024 2023 2024 2023

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Stock Options — 958 — 981

Weighted average Common Shares outstanding – dilutive 189,680 204,326 192,410 208,233

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 June 30, Six Months Ended June 30,

Weighted average Common Shares outstanding – diluted 188,281 199,258 189,362 204,461

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

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

(in thousands) 2024 2023 2024 2023

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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,

During the three and nine months ended September 30, 2024, r estructuring costs incurred under this plan i ncluded employee termination costs of $ 2.3 million and $ 8.5 million, respectively.

The following is a summary of the activity in the Company’s restructuring accrual for the three and nine months ended September 30, 2024 :

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

(in thousands) 2024 2024

4 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