What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-20 · 347 added, 514 removed, 970 unchanged (47% of the section changed)

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of WillScot Mobile Mini Holdings Corp.

To the Shareholders and the Board of Directors of WillScot Holdings Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of WillScot Mobile Mini Holdings Corp.

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income , changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of WillScot Holdings Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income , changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses

Description of the Matter As described in Note 1 to the consolidated financial statements, the Company maintains an allowance for credit losses on trade receivables.

At December 31, 2023 the allowance for credit losses was $81.7 million, or 15.3% of gross trade receivables.

At December 31, 2024, the allowance for credit losses was $101.7 million.

The allowance for credit losses is estimated based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability.

Auditing the Company's estimation of the allowance for credit losses was judgmental due to the subjectivity in assessing the appropriateness of the assumptions made by management.

The assumptions include an expectation that the Company’s collection of receivables will be consistent with historical write-off experience and the consideration of current or forecasted conditions that may affect the Company’s customers’ ability to pay outstanding trade receivables.

The assumptions include an expectation that the Company’s collection of receivables will be consistent with historical write-off experience.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company's controls over its estimation of the allowance for credit losses, including internal controls over the Company’s process to develop the assumptions used to estimate credit losses.

To test the allowance for credit losses, we performed audit procedures that included, among others, testing management's process for developing the allowance for credit losses, testing the completeness, accuracy, and relevance of the data used;

and evaluating significant assumptions used by management, including assessing the Company’s expectation that the collection of receivables will be consistent with historical write-off experience.

For example, we compared the days sales outstanding, customer concentration, and days past due as of December 31, 2023, to the Company’s historical experience to evaluate the relevancy of the historical data utilized to estimate the allowance for credit losses.

We also performed sensitivity analyses of the significant assumptions to evaluate the change in the allowance that would result from changes in assumptions.

and evaluating assumptions used by management, including assessing the Company’s expectation that the collection of receivables will be consistent with historical write-off experience.

For example, we compared the days sales outstanding, customer concentration, and days past due as of December 31, 2024, to the Company’s historical experience to evaluate the relevance of the historical data utilized to estimate the allowance for credit losses.

We also performed sensitivity analyses of various assumptions to evaluate the change in the allowance that would result from changes in assumptions.

/s/ Ernst & Young LLP

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February 20, 2025

WillScot Mobile Mini Holdings Corp.

WillScot Holdings Corporation

Consolidated Balance Sheets

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Prepaid expenses and other current assets 67,751 57,492

Assets held for sale – current 2,110 31,220

Assets held for sale 2,904 2,110

Total current assets 557,510 569,096

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Other non-current assets 17,111 4,626

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

Total long-term assets 5,477,401 5,568,819

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Current portion of long-term debt 24,598 18,786

Liabilities held for sale – current — 19,095

Total current liabilities 585,008 562,020

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Other non-current liabilities 41,020 34,024

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

Long-term liabilities 4,431,310 4,314,645

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Total liabilities and shareholders' equity $ 6,034,911 $ 6,137,915

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

WillScot Mobile Mini Holdings Corp.

The accompanying notes are an integral part of these consolidated financial statements.

WillScot Holdings Corporation

Consolidated Statements of Operations

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Gross profit 1,301,839 1,333,870 1,135,482

Other operating expenses:

Selling, general and administrative 630,705 596,090 567,493

Other depreciation and amortization 82,829 72,921 62,380

Termination fee 180,000 — —

Impairment loss on intangible asset 132,540 — —

Restructuring costs 8,559 — ( 86 )

Currency losses, net 593 6,754 886

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

Other expense (income), net 2,698 ( 15,354 ) ( 6,673 )

Operating income 263,915 673,459 511,482

Interest expense 205,040 146,278 116,358

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

Loss on extinguishment of debt — — 5,999

Interest expense, net 227,311 205,040 146,278

Income from continuing operations before income tax 36,604 468,419 365,204

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Net income $ 28,129 $ 476,457 $ 339,540

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

Earnings per share from continuing operations:

Basic $ 0.15 $ 1.72 $ 1.27

Diluted $ 0.15 $ 1.69 $ 1.25

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

Earnings per share from discontinued operations:

Basic $ — $ 0.68 $ 0.30

Diluted $ — $ 0.67 $ 0.28

Earnings per share attributable to WillScot Mobile Mini common shareholders:

Earnings per share:

Basic $ 0.15 $ 2.40 $ 1.57

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Diluted 190,292,256 201,849,836 221,399,162

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

WillScot Mobile Mini Holdings Corp.

The accompanying notes are an integral part of these consolidated financial statements.

WillScot Holdings Corporation

Consolidated Statements of Comprehensive Income

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Net income $ 28,129 $ 476,457 $ 339,540

Other comprehensive income (loss):

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

Other comprehensive (loss) income:

Foreign currency translation adjustment, net of income tax expense (benefit) of $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively

( 24,689 ) 14,091 ( 44,548 )

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6,830 3,263 3,497

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

Total other comprehensive (loss) income ( 17,859 ) 17,354 ( 41,051 )

Total comprehensive income $ 10,270 $ 493,811 $ 298,489

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

WillScot Mobile Mini Holdings Corp.

The accompanying notes are an integral part of these consolidated financial statements.

WillScot Holdings Corporation

Consolidated Statements of Changes in Equity

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Net income — — — — 339,540 339,540

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

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

Repurchase and cancellation of options and warrants ( 11,851 ) ( 1 ) ( 340,375 ) — — ( 340,376 )

Issuance of Common Stock from the exercise of options and warrants 6,268 — 85,979 — — 85,979

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

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

Net income — — — — 339,540 339,540

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

Stock-based compensation and issuance of Common Stock from vesting

594 — 29,613 — — 29,613

Common stock-based award activity 594 — 29,613 — — 29,613

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

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

Withholding taxes on net share settlement of stock-based compensation and option exercises — — ( 13,888 ) — — ( 13,888 )

Withholding taxes on net share settlement of stock-based compensation — — ( 13,888 ) — — ( 13,888 )

Balance at December 31, 2022 207,952 21 2,886,951 ( 70,122 ) ( 1,251,550 ) 1,565,300

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

Stock-based compensation and issuance of Common Stock from vesting

514 — 34,486 — — 34,486

Common stock-based award activity 514 — 34,486 — — 34,486

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

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

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

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

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

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

WillScot Mobile Mini Holdings Corp.

Net income — — — — 28,129 28,129

Other comprehensive loss — — — ( 17,859 ) — ( 17,859 )

Common stock-based award activity 717 — 35,966 — — 35,966

Repurchase and cancellation of Common Stock ( 7,133 ) ( 1 ) ( 272,727 ) — — ( 272,728 )

Issuance of Common Stock from the exercise of options 14 — 253 — — 253

Withholding taxes on net share settlement of stock-based compensation — — ( 16,418 ) — — ( 16,418 )

Balance at December 31, 2024 183,565 $ 19 $ 1,836,165 $ ( 70,627 ) $ ( 746,964 ) $ 1,018,593

The accompanying notes are an integral part of these consolidated financial statements.

WillScot Holdings Corporation

Consolidated Statements of Cash Flows

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

Impairment loss on intangible asset 132,540 — —

Gain on sale of rental equipment and other property, plant and equipment ( 27,087 ) ( 32,724 ) ( 31,196 )

Amortization of debt discounts and debt issuance costs 12,571 11,211 12,064

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

Loss on extinguishment of debt — — 5,999

Stock-based compensation expense 35,966 34,486 29,613

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

Deferred income tax (benefit) expense ( 45,323 ) 141,641 100,849

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

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

Unrealized currency gains, net ( 56 ) ( 1,374 ) 753

Other 4,621 3,413 4,081

Changes in operating assets and liabilities, net of effect of businesses acquired:

Changes in operating assets and liabilities

Trade receivables ( 34,519 ) ( 76,357 ) ( 94,463 )

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Investing activities:

Proceeds from sale of discontinued operations 403,992 325,611 —

Acquisitions, net of cash acquired ( 121,221 ) ( 561,629 ) ( 220,620 )

Proceeds from sale of rental equipment 51,290 70,703 55,210

Purchase of rental equipment and refurbishments ( 280,857 ) ( 226,976 ) ( 443,138 )

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

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

Proceeds from sale of rental equipment 63,997 51,290 70,703

Purchase of property, plant and equipment ( 18,435 ) ( 22,237 ) ( 43,664 )

Proceeds from sale of property, plant and equipment 1,867 13,272 1,775

Purchase of investments ( 7,699 ) — —

Proceeds from sale of discontinued operations — 403,992 325,611

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

Net cash used in investing activities ( 362,348 ) ( 350,003 ) ( 309,333 )

Financing activities:

Repurchase and cancellation of Common Stock and warrants ( 818,182 ) ( 751,795 ) ( 363,586 )

Receipts from issuance of Common Stock from the exercise of options 498 11,230 7,484

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

Receipts from borrowings 1,317,156 1,911,230 964,308

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Payment of financing costs ( 7,945 ) ( 6,457 ) ( 8,187 )

Principal payments on finance lease obligations ( 16,634 ) ( 42,228 ) ( 17,399 )

Payment of debt extinguishment premium costs — — ( 3,705 )

Payments on finance lease obligations ( 19,429 ) ( 16,634 ) ( 42,228 )

Receipts from issuance of Common Stock from the exercise of options 253 498 11,230

Repurchase and cancellation of Common Stock ( 270,439 ) ( 818,182 ) ( 751,795 )

Excise tax paid on repurchase of Common Stock ( 7,830 ) — —

Taxes paid on employee stock awards ( 15,953 ) ( 14,171 ) ( 13,888 )

Net cash used in financing activities ( 200,119 ) ( 418,935 ) ( 429,368 )

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Total cash and cash equivalents shown in the consolidated statement of cash flows $ 9,001 $ 10,958 $ 17,774

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

WillScot Mobile Mini Holdings Corp.

The accompanying notes are an integral part of these consolidated financial statements.

WillScot Holdings Corporation

Notes to the Consolidated Financial Statements

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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 space solutions in the United States (“US”), Canada and Mexico.

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

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

(the “Merger”).

At the effective time of the Merger, Mobile Mini, Inc.

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

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

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

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

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

The consolidated financial statements present the historical financial results of the former Tank and Pump and UK Storage Solutions segments as discontinued operations for all periods presented.

See Note 3 for further discussion.

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 consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”).

The 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.

The consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest.

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

The financial statements of the subsidiaries are prepared for the same reporting period as WillScot Mobile Mini.

All intercompany balances and transactions are eliminated.

The financial statements of the subsidiaries are prepared for the same reporting period as WillScot.

All intercompany balances and transactions are eliminated in consolidation.

Reclassifications

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The Company is exposed to credit losses from trade receivables.

The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review.

The Company assesses each customer’s ability to pay for the products it leases or sells and the services it provides by conducting a credit review.

The credit review considers expected billing exposure and timing for payment and the customer’s established credit rating.

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

The Company monitors ongoing credit exposure through an active review of customer balances against contract terms and due dates.

The Company monitors ongoing credit exposure through an active review of customer balances against established credit limits, contract terms, and due dates.

The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

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

This estimate is sensitive to changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

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

Specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue.

This estimate is sensitive to changing circumstances.

Accordingly, the Company may be required to increase or decrease its allowances in future periods in response to changing circumstances, including changes in the economy or in the particular circumstances of individual customers.

Specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue following the completion of collection efforts.

The remaining provision for credit losses is recorded as selling, general and administrative expenses.

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Balance at beginning of period $ 81,656 $ 57,048 $ 45,773

Provision for credit losses, net of recoveries (a)

49,650 34,881 37,469

Write-offs ( 25,182 ) ( 23,705 ) ( 19,777 )

Provision for credit losses, net of recoveries 55,437 49,650 34,881

Write-offs recorded as a reduction to revenue ( 35,025 ) ( 25,182 ) ( 23,705 )

Foreign currency translation and other ( 375 ) 140 99

Balance at end of period $ 101,693 $ 81,656 $ 57,048

(a) For the years ended December 31, 2023, 2022 and 2021, the provision for credit losses included $ 25.2 million, $ 23.7 million and $ 19.8 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection was not considered probable.

The Company’s trade accounts receivable subject the Company to potential concentrations of credit risk.

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The Company generally has the right to repossess its rental units in the event of non-payment of receivables relating to the Company’s leasing operations.

Inventories consist of raw materials, supplies, and finished units for sale.

Inventories consist of raw materials and finished units for sale.

Inventories are measured at the lower of cost or net realizable value based on the weighted-average cost.

The cost includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition.

The cost includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing inventories to their existing location and condition.

Rental Equipment

Rental equipment is comprised of modular space and portable storage units held for rent or on rent to customers and value-added products and services (“VAPS”) which are in use or available to be used by customers.

Rental equipment is measured at cost less accumulated depreciation and impairment losses.

Rental equipment is comprised of modular space and portable storage units held for rent or on rent to customers and Value-Added Products (“VAPS”) that are in use or available to be used by customers.

Rental equipment is measured at cost less accumulated depreciation.

Cost includes expenditures that are directly attributable to the acquisition of the asset.

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

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

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

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Costs associated with post-implementation activities are expensed as incurred.

The Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract as described in Cloud Computing Arrangements below.

Land is not depreciated.

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Impairment of Long-Lived Assets

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

resulting from the use and eventual disposal of the assets.

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

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Cloud Computing Arrangements

In accordance with ASU 2018-15, Goodwill and Other – Internal-Use Software (Subtopic 350-40) (“ASC 350-40"), t he Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract under the internal-use software framework.

The Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract under the internal-use software framework.

Costs related to preliminary project activities and post implementation activities are expensed as incurred.

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Purchase Accounting

The Company accounts for acquisitions of businesses under the acquisition method.

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

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

Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets and is assigned to the Company's reporting units that are expected to benefit from the acquisition.

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Valuations are finalized as soon as practicable, but not later than one year from the acquisition date.

Any subsequent changes to purchase price allocations result in a corresponding adjustment to goodwill.

Any subsequent changes to fair values assigned in purchase accounting result in a corresponding adjustment to goodwill.

Transaction costs are expensed in the acquisition of a business.

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

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

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

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

Determination of the estimated fair value of intangible assets requires judgment.

The estimated fair value of customer relationships is determined based on estimates and judgments regarding discounted future after-tax earnings and cash flows arising from lease renewals and new lease arrangements expected from customer relationships.

The Company exercises judgment in the determination of the estimated fair value of intangible assets acquired and their estimated useful lives.

The estimated fair value and useful lives of customer relationships is determined based on estimates and judgments regarding discounted future after-tax earnings and cash flows arising from customer relationships.

The fair value of trade name intangible assets is determined utilizing the relief-from-royalty method.

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

A royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value.

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

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Goodwill is not recognized in an asset acquisition.

Any consideration in excess of net assets acquired is allocated to qualifying acquired assets on a relative fair value basis.

The Company measures the fair value of assets acquired utilizing observable market transaction data for comparable assets or recent purchase prices.

Transaction costs are considered a component of the cost of an asset acquisition.

Evaluation of Goodwill Impairment

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

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

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

The Company estimates the fair value of a reporting unit by using a discounted cash flow model that calculates fair value as the present value of expected cash flows of the reporting units.

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

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Actual future results may differ from these estimates.

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

Intangible Assets Other than Goodwill

Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually.

The Company’s indefinite-lived intangible assets consist of the Williams Scotsman and Mobile Mini trade names.

After determining the Mobile Mini trade name was no longer indefinite-lived and recording an impairment during the year ended December 31, 2024, the Company’s only remaining indefinite-lived intangible asset is the WillScot trade name.

The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test.

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This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.

If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded indefinite-lived intangible asset exceeds the fair value.

carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded indefinite-lived intangible asset exceeds the fair value.

Other intangible assets that have finite useful lives are measured at cost less accumulated amortization and impairment losses, if any.

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Stock-Based Compensation

Prior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units.

On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger and, as a result, all future incentive awards are granted under the 2020 Incentive Plan.

On June 24, 2020, WillScot's stockholders approved the WillScot 2020 Incentive Award Plan ("2020 Incentive Plan") and, as a result, all subsequent incentive awards are granted under the 2020 Incentive Plan.

The 2020 Incentive Plan is administered by the Compensation Committee.

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In addition, stock-based payments to non-executive directors include grants of 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 RSUs market condition.

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Time-Based RSUs vest ratably over a period of four years .

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

For certain 2023, 2022, and 2021 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 index.

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

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

For grants in 2020 and prior, the TSR of the Company's Common Stock is compared to the TSR of constituents in the Russell 3000 index.

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 MidCap 400 Index at the grant date over the performance period of three years .

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

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

The volatility assumption used in the Black-Scholes option-pricing model was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a

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

Future calculations may use the Company trading history.

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The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption.

WillScot Mobile Mini has never declared or paid a cash dividend on common shares.

As of December 31, 2024, WillScot had not declared or paid a cash dividend on common shares.

Foreign Currency Translation and Transactions

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To mitigate this risk, the Company enters into derivative financial ins truments only with counterparties with high credit ratings and with major financial institutions.

The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Revenue Recognition

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A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Leasing and Services Revenue

The majority of revenue is generated by rental income subject to the guidance in ASC 842.

5 unchanged sentences

Examples of lease components include, but are not limited to, the lease of modular space and portable storage units and VAPS.

Examples of non-lease components include, but are not limited to, the delivery, install ation, maintenance, and removal services commonly provided in a bundled transaction with the lease components.

Arrangement consideration is allocated between lease deliverables and non-lease components based on the relative estimated selling (leasing) price of each deliverable.

Estimated selling (leasing) price of the lease deliverables is based upon the estimated stand-alone selling price of the related performance obligations using an adjusted market approach.

Examples of non-lease components include, but are not limited to, the delivery, install ation, and removal services commonly provided in a bundled transaction with the lease components.

Arrangement consideration is allocated between lease components and non-lease components based on the relative estimated selling (leasing) price of each deliverable.

Selling (leasing) price of the lease component is estimated using an adjusted market approach whereby the Company estimates the price that customers in the market would be willing to pay.

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

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

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

Rental equipment is leased primarily under operating leases.

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

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

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

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

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

Rental equipment is leased under operating leases.

Rental contracts with customers are generally based on a 28‑day or monthly rate and billing cycle.

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

Operating lease minimum contractual terms for modular space products, excluding ground level offices, averaged approximately 10 months for the year ended December 31, 2024 .

The rental continues until cancelled by the Company or the customer.

The Company records changes in estimated collectability directly against leasing revenue.

The Company may use third parties to satisfy its performance obligations, including both the provision of VAPS and other services.

To determine whether it is the principal or agent in the arrangement, the Company reviews each third-party relationship on a contract-by-contract basis.

The Company is considered an agent when its role is to arrange for another entity to provide the VAPS and other services to the customer.

In these instances, the Company does not control the rental unit or service before it is provided and the risk of performance is held by the third party.

The Company is considered the principal when it controls the VAPS or other services prior to transferring control to the customer and retains the risk of performance.

WillScot Mobile Mini may be a principal in the fulfillment of some leasing contracts and services elements and an agent for other elements within the same contract.

Revenue is recognized on a gross basis when the Company is the principal in the arrangement and on a net basis when it is the agent.

Services Revenue

1 unchanged sentence

• Delivery and installation of the modular or portable storage unit;

• Maintenance and other ad hoc services performed during the lease term;

• Other ad hoc services performed during the lease term;

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

6 unchanged sentences

Other Matters

The Company's non-lease revenues do not include material amounts of variable consideration, other than the variability noted for services arrangements expected to be performed beyond a twelve-month period.

The Company's non-lease revenues do not include material amounts of variable consideration, other than the variability for service arrangements expected to be performed beyond a twelve-month period.

The Company's payment terms vary by the type and location of its customer and the product or services offered.

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The Company determines if an arrangement is or contains a lease at inception.

Leases are classified as either finance or operating at inception of the lease, with classification affecting the pattern of expense recognition in the income statement.

Leases are classified as either finance or operating at inception of the lease, with classification affecting the pattern of expense recognition in the statement of operations.

Short-term leases, defined as leases with an initial term of 12 months or less, are not recorded on the balance sheet.

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

Variable lease payments are expensed in the period in which the

obligation for those payments is incurred.

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

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

5 unchanged sentences

Shipping Costs

The Company includes third-party costs to deliver rental equipment to customers in costs of leasing and services and cost of sales.

The Company includes costs to deliver rental equipment to customers, whether performed by third-parties or by internal employees, in costs of leasing and services and cost of sales.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

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Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized.

The Company assesses the likelihood that each of the deferred tax assets will be realized.

To the extent management believes realization of any deferred tax assets is not likely, the Company establishes a valuation allowance.

When a valuation allowance is established or there is an increase in an allowance in a reporting period, tax expense is generally recorded in the Company’s consolidated statement of operations.

Conversely, to the extent circumstances indicate that a valuation allowance is no longer necessary, that portion of the valuation allowance is reversed, which generally reduces the Company’s income tax expense.

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

additional tax cost.

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

11 unchanged sentences

See further discussion of the levels in Note 15.

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

The Company accounted for warrants as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreements.

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

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Recently Issued Accounting Standards

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

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

2023-07 Segment Reporting (Topic 280):

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

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

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

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

Early adoption is permitted.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

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

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

2023-09 Income Taxes (Topic 740):

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

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

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

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Early adoption is permitted.

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

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No.

2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03").

ASU 2024-03 requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses.

The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted and the amendments may be applied either prospectively or retrospectively.

The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

Recently Adopted Accounting Standards

Business Combinations (Topic 815):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

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

2021-08, Business Combinations (Topic 805):

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

ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with FASB Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606").

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

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

NOTE 2 - Business Combinations and Acquisitions

Business Combinations

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

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

and a national provider of premium large clearspan structures.

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

(in thousands)

Purchase Price:

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

Allocated as follows:

Trade receivables 8,452 (a)

Inventories 2,017

Deferred tax assets 931

Rental equipment 214,936 (b)

Property, plant, and equipment 3,376

Operating lease assets 5,028

Intangibles - customer relationships 26,408 (b)

Other assets 3,669

Accounts payable ( 276 )

Deferred revenue ( 11,635 )

Operating lease liabilities ( 3,633 )

Other liabilities ( 2,182 )

Total identifiable net assets 247,091

Goodwill 164,502

Total net assets acquired $ 411,593

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

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

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

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

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

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

2023-07 Segment Reporting (Topic 280):

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

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

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

The Company adopted ASU 2023-07 as of December 31, 2024.

Refer to Note 18 - Segment Reporting.

NOTE 2 - Business Combination and Acquisitions

Business Combination

During the year ended December 31, 2024, the Company acquired certain assets and assumed certain liabilities from a US regional provider of perimeter solutions for $ 36.8 million.

As of the acquisition date, the goodwill acquired was $ 25.3 million, the intangible assets acquired were $ 2.5 million, and the fair value of rental equipment recognized was $ 8.8 million.

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

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

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

Goodwill recorded for these acquisitions is deductible for tax purposes.

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

Goodwill recorded for this acquisition is deductible for tax purposes.

Asset Acquisitions

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

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

During 2024, the Company acquired certain assets and assumed certain liabilities of a US national provider of clearspan solutions and three regional storage and modular companies, which consisted primarily of approximately 600 climate-controlled containers and 800 modular units, for $ 84.5 million in cash.

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

Integration Costs

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

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

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

The Company incurred $ 7.5 million, $ 10.4 million and $ 15.5 million in integration costs for the years ended December 31, 2024, 2023 and 2022, respectively.

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").

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 year ended December 31, 2024.

During the year ended December 31, 2024, the Company recorded $ 42.4 million in legal and professional fees related to the McGrath transaction within SG&A expense.

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).

As a result of the termination of the Merger Agreement, the Commitment Letter was terminated.

NOTE 3 - Discontinued Operations

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

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

Results for the former Tank and Pump segment are reported in income from discontinued operations within the consolidated statements of operations for the year ended December 31, 2022.

UK Storage Solutions Divestiture

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

Results for the former UK Storage Solutions segment are reported in income from discontinued operations within the consolidated statements of operations for all periods presented.

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

The following tables present the results of the former Tank and Pump segment and the former UK Storage Solutions segment as reported in income from discontinued operations within the consolidated statements of operations, and the carrying value of the former UK Storage Solutions segment's assets and liabilities as presented within assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2022.

Results for the former UK Storage Solutions segment are reported in income from discontinued operations within the consolidated statements of operations for the years ended December 31, 2023 and 2022.

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

22 unchanged sentences

Income from discontinued operations $ 134,243

Other selected data:

Adjusted EBITDA from discontinued operations $ 4,124

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

20 unchanged sentences

Currency losses, net — 138 138

Other expense, net 4 ( 7 ) ( 3 )

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

Operating income 25,000 39,769 64,769

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

Other selected data:

Adjusted EBITDA from discontinued operations $ 37,016 $ 48,734 $ 85,750

Year Ended December 31, 2021

(in thousands) Tank and Pump UK Storage Solutions Total

Leasing and services revenue:

Leasing $ 77,527 $ 82,106 $ 159,633

Delivery and installation 29,530 24,023 53,553

Sales revenue:

New units 2,355 3,534 5,889

Rental units 1,479 1,363 2,842

Total revenues 110,891 111,026 221,917

Costs of leasing and services:

Leasing 17,045 17,440 34,485

Delivery and installation 25,057 14,271 39,328

Costs of sales:

New units 1,672 2,357 4,029

Rental units 536 1,287 1,823

Depreciation of rental equipment 14,319 4,428 18,747

Gross profit 52,262 71,243 123,505

Selling, general and administrative 22,194 24,974 47,168

Other depreciation and amortization 9,366 6,887 16,253

Restructuring costs 2 — 2

Currency gains, net — 121 121

Other expense, net 11 54 65

Operating income 20,689 39,207 59,896

Interest expense 779 850 1,629

Income from discontinued operations before income tax 19,910 38,357 58,267

Income tax expense from discontinued operations 5,277 7,741 13,018

Income from discontinued operations $ 14,633 $ 30,616 $ 45,249

Other selected data:

Adjusted EBITDA from discontinued operations $ 41,750 $ 49,039 $ 90,789

December 31, 2022

(in thousands) UK Storage Solutions

Cash and cash equivalents $ 10,384

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

Inventories 3,058

Prepaid expenses and other current assets 1,787

Rental equipment, net 165,853

Property, plant and equipment, net 20,645

Operating lease assets 15,134

Goodwill 58,144

Intangible assets, net 6,414

Other non-current assets 1,832

Total assets held for sale $ 299,242

Accounts payable $ 4,515

Accrued expenses 3,273

Accrued employee benefits 1,009

Deferred revenue and customer deposits 6,850

Deferred tax liabilities 29,737

Operating lease liabilities 15,192

Other non-current liabilities 6,278

Total liabilities held for sale $ 66,854

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

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

Years Ended December 31,

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

Proceeds from sale of property, plant and equipment $ — $ 388

Purchases of property, plant and equipment $ ( 525 )

The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former Tank and Pump segment for the years ended December 31, 2022 and 2021 , respectively.

See Note 18 for further information regarding Adjusted EBITDA.

Years Ended December 31,

(in thousands) 2022 2021

Income from discontinued operations $ 59,101 $ 14,633

Gain on sale of discontinued operations 35,456 —

Income tax expense from discontinued operations 843 5,277

Income from discontinued operations before income tax and gain on sale 24,488 19,910

Interest expense 512 779

Depreciation and amortization 14,248 23,685

Restructuring costs, lease impairment expense and other related charges — 2

Integration costs — 14

Stock compensation expense 18 222

Other ( 2,250 ) ( 2,862 )

Adjusted EBITDA from discontinued operations $ 37,016 $ 41,750

For the years ended December 31, 2023 and 2022 , significant operating and investing items related to the UK Storage Solutions segment were as follows:

1 unchanged sentence

(in thousands)

2023 2022 2021

Operating activities of discontinued operations:

5 unchanged sentences

Purchases of property, plant and equipment $ ( 64 ) $ ( 3,752 )

The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the UK Storage Solutions segment for the years ended December 31, 2023, 2022 and 2021 , respectively.

See Note 18 for further information regarding Adjusted EBITDA.

Years Ended December 31,

(in thousands) 2023 2022 2021

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

Gain on sale of discontinued operations 175,708 — —

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

Income from discontinued operations before income tax and gain on sale 4,003 38,980 38,357

Interest expense 56 789 850

Depreciation and amortization — 10,160 11,315

Currency losses, net — 138 121

Stock compensation expense ( 196 ) 197 39

Other 261 ( 1,530 ) ( 1,643 )

Adjusted EBITDA from discontinued operations $ 4,124 $ 48,734 $ 49,039

NOTE 4 - Revenue

10 unchanged sentences

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

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

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

This includes turnkey space solutions along with VAPS, which include workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions, and other items used by customers in connection with the Company's products.

Leasing is complemented by new unit sales and sales of rental units.

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.

In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance, removal, and other ad hoc services.

The Company’s revenue by major product and service line for the years ended December 31, was as follows:

1 unchanged sentence

(in thousands) 2024 2023 2022

Modular space leasing revenue $ 953,822 $ 840,926 $ 697,852

Modular space leasing revenue (a)

$ 1,011,086 $ 953,822 $ 840,926

Portable storage leasing revenue 356,873 396,781 361,197

VAPS and third party leasing revenues (a)

VAPS and third party leasing revenues (b)

397,640 391,948 343,625

Other leasing-related revenue (b)

Other leasing-related revenue (c)

74,276 91,384 75,942

5 unchanged sentences

Total revenues $ 2,395,718 $ 2,364,767 $ 2,142,623

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

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

(a) Includes revenue from clearspan structures.

(b) Incl udes $ 35.2 million, $ 23.9 million, and $ 25.3 million of service revenue for the years ended December 31, 2024, 2023 and 2022, respectively.

(c) Includes primarily damage billings, delinquent payment charges, other processing fees, and is partially offset by provisions for specific uncollectible receivables.

Leasing and Services Revenue

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

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

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

No single customer accounted for more than 1.7 % and 1.0 % of the Company’s receivables at December 31, 2024 and 2023, respectively.

5 unchanged sentences

During the years ended December 31, 2024, 2023 and 2022, the Company recognized bad debt expense to reflect changes in the allowance for credit losses of $ 20.4 million, $ 23.4 million, and $ 10.4 million, respectively, within SG&A expense in its consolidated statements of operations.

For the years ended December 31, 2023, 2022 and 2021, the provision for credit losses included $ 25.2 million, $ 23.7 million and $ 19.8 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection was not considered probable.

Contract Assets and Liabilities

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

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

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

As of December 31, 2024 and 2023, the Company had approximately $ 139.4 million and $ 124.1 million, respectively, of deferred revenue related to service revenue billed in advance.

During the years ended December 31, 2024, 2023 and 2022, $ 72.7 million, $ 67.6 million and $ 47.2 million, respectively, of deferred revenue related to service revenue billed in advance was recognized as revenue .

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

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NOTE 5 - Leases

As of December 31, 2023, the undiscounted future lease payments for operating and finance lease liabilities were as follows:

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

(in thousands) Operating Leases Finance Leases

8 unchanged sentences

Present value of lease liabilities $ 267,253 $ 143,788

Lease liabilities as of December 31, 2024 excl uded $ 48.7 million of minimum lease payments related to a lease arrangement that was legally binding but had not yet commenced.

The lease is estimated to commence in fiscal year 2025 with an initial lease term of 12 years.

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

1 unchanged sentence

Years Ended December 31,

Financial Statement Line (in thousands)

Components of lease expense (in thousands)

2024 2023 2022

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Total operating lease expense $ 123,816 $ 107,058 $ 110,230

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

Supplemental cash flow information related to leases for the years ended December 31, 2024, 2023, and 2022 was as follows:

Years Ended December 31,

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Rental equipment, net $ 3,377,939 $ 3,381,315

The Company had rental equipment in the following geographic areas at December 31 :

(in thousands) 2024 2023

US $ 4,532,692 $ 4,311,256

Canada 374,446 396,127

Mexico 41,178 48,060

Total rental equipment 4,948,316 4,755,443

accumulated depreciation ( 1,570,377 ) ( 1,374,128 )

Rental equipment, net $ 3,377,939 $ 3,381,315

NOTE 8 – Property, Plant and Equipment, net

12 unchanged sentences

Changes in the carrying amount of goodwill were as follows:

(in thousands) Modular Storage Total

(in thousands) Total

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

Additions from acquisitions 164,502

Effects of movements in foreign exchange rates 704

4 unchanged sentences

The Company conducted its annual impairment test of goodwill as of October 1, 2024 and determined that there was no impairment of goodwill identified.

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

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

Accumulated historical goodwill impairment losses wer e $ 792.8 million prior to Double Eagle Acquisition Corporation's acquisition of Williams Scotsman International, Inc.

There were no g oodwill impairments recorded for the years ended December 31, 2024, 2023 and 2022.

Intangible Assets

1 unchanged sentence

December 31, 2024

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

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

Intangible assets subject to amortization:

1 unchanged sentence

Technology 1.5 1,500 — ( 1,125 ) 375

Trade names 2.7 165,500 ( 132,540 ) ( 9,164 ) 23,796

Indefinite-lived intangible assets:

Trade name – Mobile Mini 164,000 — 164,000

Trade name – WillScot 125,000 — — 125,000

10 unchanged sentences

For the years ended December 31, 2024, 2023 and 2022, the aggregate amount recorded to depreciation and amortization expense for intangible assets subject to amortization was $ 38.5 million, $ 25.8 million and $ 23.8 million, 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.

The estimate of fair value included a discount rate of 9 %, an unobservable input (Level 3).

After determining the estimated fair value, t he Company recorded an impairment charge of $ 132.5 million during the year ended December 31, 2024.

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

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 the remaining useful life of the asset.

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

9 unchanged sentences

2029 Secured Notes 6.625 % 2029 492,467 —

2031 Secured Notes 7.375 % 2031 494,329 493,709

Finance Leases Varies Varies 143,788 117,099

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Asset Backed Lending Facility

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

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

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

On June 30, 2022, certain subsidiaries of the Company entered into an amendment to the ABL Facility to, among other things, extend the expiration date until June 30, 2027 and increase the aggregate principal amount of the revolving credit facilities to $ 3.7 billion, consisting of:

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 3.3 billion (the “US Facility”), (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $ 750.0 million and the amount of suppressed availability as defined in the ABL Facility, subject to the satisfaction of customary conditions including lender approval, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL facility.

The amendment also converted the interest rate for borrowings denominated in US Dollars from a LIBOR-based rate to a Term SOFR-based rate with an interest period of one month and adjusted the applicable margins.

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

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

On July 1, 2020, certain subsidiaries of the Company, including Williams Scotsman, Inc.

("WSI"), entered into an asset-based credit agreement.

As amended on June 30, 2022, the agreement provides for revolving credit facilities in the aggregate principal amount of up to $ 3.7 billion, consisting of:

(i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 3.3 billion (the “US Facility”), (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the "ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $ 750.0 million and the amount of suppressed availability (as defined in the ABL Facility), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval.

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

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

In addition to the applicable margin, the facility includes a credit spread adjustment of 0.10 %.

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

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

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

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

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

As of December 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 5.33 %.

Refer to Note 14 for a more detailed discussion on 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.

On February 27, 2024, WSI and certain other subsidiaries of the Company entered into an amendment to the ABL Facility (the "Sixth Amendment"), which was to become effective upon the closing of the Company's proposed acquisition of McGrath.

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").

5 unchanged sentences

The Company had approximately $ 1.6 billion outstanding principal under the ABL Facility at December

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

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

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

Debt issuance costs of $ 19.0 million and $ 26.8 million were included in the carrying value of the ABL Facility at December 31, 2024 and December 31, 2023, respectively .

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

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

Senior Secured Notes

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

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

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

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

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

In 2021, the Company redeemed $ 123.5 million of its 2025 Secured Notes.

As of December 31, 2024, the aggregate principal amount outstanding for the 2025 Secured Notes was $ 526.5 million.

Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $ 1.2 million as of December 31, 2024.

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

At December 31, 2024, the 2025 Secured Notes were classified as long-term on the Consolidated Balance Sheet as 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 August 25, 2020, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 4.625 % senior secured notes due 2028 (the "2028 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A .

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

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Unamortized deferred financing costs pertaining to the 2028 Secured Notes were $ 4.4 million as of December 31, 2024.

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

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

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

2 unchanged sentences

Unamortized deferred financing costs pertaining to the 2031 Secured Notes were $ 5.7 million as of December 31, 2024.

On June 28, 2024, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 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 $ 7.5 million as of December 31, 2024.

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

1 unchanged sentence

Year Redemption Price

June 15, 2023 101.531 %

June 15, 2024 and thereafter 100.000 %

2 unchanged sentences

August 15, 2024 101.156 %

August 15, 2025 and thereafter 100.000 %

2029 Secured Notes

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

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

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

The Company may redeem the 2029 Secured Notes at any time before June 15, 2026 at a redemption price equal to 100 % of the principal amount thereof, plus a customary make whole premium for the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date.

Before June 15, 2026, the Company may redeem up to 40 % of the aggregate principal amount of the 2029 Secured Notes at a price equal to 106.625 % of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings.

At any time prior to June 15, 2026, the Company may also redeem up to 10 % of the aggregate principal amount at a redemption price equal to 103 % of the principal amount of the 2029 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date.

The table below depicts the redemption prices (expressed as percentages of the principal amount) of the

notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption.

Year Redemption Price

June 15, 2026 103.313 %

June 15, 2027 101.656 %

June 15, 2028 and thereafter 100.000 %

2031 Secured Notes

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

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

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

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

Year Redemption Price

October 1, 2026 103.688 %

1 unchanged sentence

October 1, 2028 and thereafter 100.000 %

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

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

The 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 Williams Scotsman, Inc., a wholly owned indirect subsidiary of the Company (“WSI”), and the Note Guarantors securing the ABL Facility.

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

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.

The Company maintains finance leases primarily for transportation related equipment.

At December 31, 2024 and December 31, 2023, obligations under the finance leases were $ 143.8 million and $ 117.1 million, respectively.

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

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of and for the year ended December 31, 2024.

NOTE 11 - Equity

Preferred Stock

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

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

As of December 31, 2024 and 2023, the Company had zero shares of Preferred Stock issued and outstanding.

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

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

The Company had 183,564,899 shares of Common Stock issued and outstanding as of December 31, 2024.

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Stock Repurchase Program

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

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 and equivalents.

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

2 unchanged sentences

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

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

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

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

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

During the year ended December 31, 2024, the Company repurchased 7,133,446 shares of Common Stock for $ 270.4 million, excluding excise tax.

During the year ended December 31, 2023, the Company repurchased 18,533,819 shares of Common Stock and stock equivalents for $ 810.8 million, excluding excise tax.

As of December 31, 2024, $ 821.8 million of the authorization for future repurchases of our common stock remained available.

1 unchanged sentence

The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2024, 2023 and 2022, were as follows:

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

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

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

3 unchanged sentences

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

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

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

Reclassifications from AOCI to income (a)

1 unchanged sentence

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

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

Other comprehensive (loss) income before reclassifications ( 24,689 ) 27,005 2,316

Reclassifications from AOCI to income (a)

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(a) For the years ended December 31, 2024, 2023 and 2022, $( 20.2 ) million, $( 11.6 ) million and $ 4.5 million, respectively, was reclassified from AOCI into the consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 14.

For the years ended December 31, 2023, 2022 and 2021, the Company recorded tax benefits of $ 2.9 million, $ 1.1 million and $ 3.0 million, respectively, associated with this reclassification.

For the years ended December 31, 2024, 2023 and 2022, the Company recorded tax expense (benefit) of $ 5.0 million, $ 2.9 million and $( 1.1 ) million, respectively, associated with this reclassification.

NOTE 12 - Warrants

2015 Private Warrants

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

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

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

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

As a result of these transactions, effective May 2021, no 2015 Private Warrants were outstanding.

2018 Warrants

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

2 unchanged sentences

The 2018 Warrants expired on November 29, 2022.

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

In addition, during the year ended December 31, 2021, 5,397,695 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,835,968 shares of Common Stock.

The Company accounted for the 2018 Warrants as liabilities until June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled.

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

During the year ended December 31, 2022, 33,965 of the 2018 Warrants were repurchased for $ 0.6 million and cancelled.

In addition, during the year ended December 31, 2022, 4,011,665 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,590,940 shares of Common Stock.

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

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

The Company accounted for its warrants as follows:

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

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

Effect ive November 29, 2022, no 2018 Warrants were outstanding.

NOTE 13 – Income Taxes

8 unchanged sentences

Total income tax expense from continuing operations $ 8,475 $ 126,575 $ 88,863

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

(in thousands) 2024 2023 2022

9 unchanged sentences

Non-deductible executive compensation 1,813 2,014 1,258

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

Tax credits ( 6,988 ) ( 396 ) ( 161 )

Uncertain tax positions ( 791 ) ( 523 ) ( 804 )

6 unchanged sentences

Deferred Income Taxes

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

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

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

16 unchanged sentences

Right of use asset ( 66,508 ) ( 61,653 )

Deferred gain — ( 26,691 )

Deferred tax liability ( 876,467 ) ( 930,884 )

Net deferred income tax liability $ ( 505,657 ) $ ( 554,268 )

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

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

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

The Company's valuation allowance increased by $ 2.8 million from 2023, related to capital loss generated from the McGrath termination fee that is not more likely than not realizable in certain states that do not allow capital loss carryback or carryforward.

Tax loss carryforwards as of December 31, 2024 are outlined in the table below and include US Federal and US state.

The availability of these tax losses to offset future income varies by jurisdiction.

7 unchanged sentences

US - Federal $ 105,115 $ 22,074 2031, Indefinite

US - Capital Loss 180,000 44,742 2029

US - State 190,330 8,496 2025 – 2043, Indefinite

3 unchanged sentences

Unrecognized Tax Positions

The Company is subject to taxation in US, Canada, Mexico, and state jurisdictions.

The Company is subject to taxation in US, Canada, Mexico, India, and state jurisdictions.

The Company’s tax returns are subject to examination by the applicable tax authorities prior to the expiration of statute of limitations for assessing additional taxes, which generally ranges from two to five years after the end of the applicable tax year.

4 unchanged sentences

Unrecognized tax benefits – January 1, $ 43,134 $ 43,627 $ 44,314

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

Decrease from expiration of statute of limitations ( 493 ) ( 687 ) ( 10,189 )

Decrease from expiration of statute of limitations (a)

( 16,624 ) ( 493 ) ( 687 )

Unrecognized tax benefits – December 31, $ 26,510 $ 43,134 $ 43,627

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

(a) Includes $ 15.8 of presentational adjustments with no effect on amounts presented in the consolidated balance sheet or the annual effective tax rate for the year ended December 31, 2024.

At December 31, 2024 there were $ 25.8 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

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

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

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

During the years ended December 31, 2024, 2023, and 2022, the Company recognized approximately $( 0.2 ) million, $ 0.0 million, and $( 0.1 ) million in interest, respectively.

The Company accrued approximately $ 0.2 million and $ 0.4 million for the payment of interest at December 31, 2024 and 2023, respectively.

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

2 unchanged sentences

Interest Rate Swaps

In 2018, the Company entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converted $ 400.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility into fixed-rate debt.

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

The Swap Agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.

The Swap Agreement terminated on May 29, 2022.

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

Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.70 % on the notional amount.

The swap agreements terminate on June 30, 2027.

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

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

The swap agreements were designated and qualified as hedges of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.

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

The swap agreements terminate on June 30, 2027.

The floating rate that the Company receives under the terms of these swap agreements was 5.36 % at December 31, 2023.

In 2018, the Company entered into an interest rate swap agreement with a financial counterparty relating to $ 400.0 million in aggregate notional amount of variable-rate debt under the ABL Facility.

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

The swap agreement terminated on May 29, 2022.

At December 31, 2024, the floating rate that the Company received under the terms of these swap agreements was 4.34 % for the swap agreements entered in January 2023 and 4.38 % for the swap agreements entered in January 2024.

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

2 unchanged sentences

Interest rate swap Prepaid expenses and other current assets $ 6,990 $ 9,145

Interest rate swap Other non-current assets $ 6,666 $ —

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

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

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

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(Gain) loss reclassified from AOCI into income $ ( 20,175 ) $ ( 11,550 ) $ 4,530

Over the next twelve months, the Company expects to reclassify $ 6.8 million, net of tax, from accumulated other comprehensive income into the consolidated statement of operations within interest expense related to the interest rate swaps.

Foreign Currency Contract

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

The location and the fair value of the foreign currency contract in the consolidated balance sheet as of December 31, 2022 was as follows:

(in thousands) Balance Sheet Location 2022

Derivative Contracts:

Foreign currency contract Accrued liabilities $ 930

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

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

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

The Company has assessed that the fair value of cash and short-term deposits, trade receivables, trade payables, capital lease and other financing obligations, and other current liabilities approximate their carrying amounts.

The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy:

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.

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 December 31, 2024 and December 31, 2023 approximate their respective book values.

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

The fair values of the 2025 Secured Notes, the 2028 Secured Notes, 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:

December 31, 2024 December 31, 2023

Carrying Amount Fair Value Carrying Amount Fair Value

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

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

(in thousands) Carrying Amount Fair Value Carrying Amount Fair Value

2025 Secured Notes $ 525,283 $ 527,269 $ 522,735 $ 527,021

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2029 Secured Notes 492,467 506,235 — —

2031 Secured Notes 494,329 514,310 493,709 528,075

Total $ 2,007,661 $ 2,024,984 $ 1,510,944 $ 1,529,381

As of December 31, 2023, the carrying values of the ABL Facility, the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $ 26.8 million, $ 3.8 million, $ 5.5 million, and $ 6.3 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

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

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

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

The fair values of the 2025 Secured Notes, 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.

As of December 31, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes included $ 1.2 million, $ 4.4 million, $ 7.5 million, and $ 5.7 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.

As of December 31, 2023, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured notes included $ 3.8 million, $ 5.5 million, and $ 6.3 million, respectively, of unamortized debt issuance costs which were presented as a direct reduction of the corresponding liability.

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

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Granted 35,244 $ 37.17

Forfeited ( 8,532 ) $ 29.30

Vested ( 36,176 ) $ 29.30

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The total fair value of Time-Based RSU's vested in 2024, 2023, and 2022 was $ 12.4 million, $ 16.2 million, and $ 18.0 million, respectively.

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

Performance-Based RSUs

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Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $ 24.5 million, $ 24.9 million and $ 20.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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

The total fair value of Performance-

Based RSU's vested in 2023, 2022, and 2021 was $ 15.0 million, $ 11.9 million and $ 0.3 million, respectively.

At December 31, 2024, unrecognized compensation cost related to Performance-Based RSUs totaled $ 25.3 million and was expected to be recognized over the remaining weighted average vesting period of 1.0 year.

The total fair value of Performance-Based RSU's vested in 2024, 2023, and 2022 was $ 36.3 million, $ 15.0 million and $ 11.9 million, respectively.

Refer to Note 1 for the details of conditions required for the performance-based RSUs to vest.

Included in restructuring costs for the year ended December 31, 2021 , was expense of approximately $ 1.3 million recognized as a result of the modification of certain Performance-Based RSUs with the Transition, Separation and Release Agreement entered into on February 25, 2021, with the Company's former President and Chief Operating Officer.

Stock Options

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Mobile Mini Options Weighted-Average Exercise Price per Share

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

Forfeited — $ — ( 6,240 ) $ 12.19

Balance at December 31, 2021 534,188 $ 13.60 1,527,643 $ 14.66

Exercised — $ — ( 663,367 ) $ 16.93

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The total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 0.4 million, $ 1.1 million, and $ 16.0 million , respectively.

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

Com pensation expense for stock option awards, recognized in SG&A expense in the consolidated statements of operations, was $ 0.2 million for the year ended December 31, 2022 .

At December 31, 2022, all compensation cost related to stock option awards had been recognized.

NOTE 17 - Commitments and Contingencies

Legal Proceedings

The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business.

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

Purchase Commitments

In November 2024, the Company entered into a fixed-dollar unconditional purchase obligation with a supplier for rental equipment.

Under the terms of the agreement, the Company is obligated to purchase $ 20.0 million of rental equipment at any time prior to November 2027.

The Company has no other material outstanding purchase obligations as of December 31, 2024.

NOTE 18 - Segment Reporting

The Company operates in two reportable segments as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

All historical financial segment information has been recast to conform to this new presentation.

The Company's CODM is the Chief Executive Officer ("CEO"), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company.

Refer to Note 4 for revenue by geographic area and revenue by major product and service lines.

Refer to Note 7 for rental equipment by geographic area.

Refer to the Consolidated Balance Sheet for total assets.

Refer to the Consolidated Statement of Cash Flows for total expenditures for additions to long-lived assets.

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

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

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

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

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

The measure of profit or loss used by the CODM to evaluate operating segment performance and allocate resources is Adjusted EBITDA.

Adjusted EBITDA is used to determine capital allocation between operating segments and certain aspects of management's compensation.

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

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

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

Reportable Segments

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

Year Ended December 31, 2023

(in thousands) Modular Storage Unallocated Costs Total

Leasing and services revenue:

Leasing $ 1,137,685 $ 696,250 $ 1,833,935

Delivery and installation 283,433 153,746 437,179

Sales revenue:

New units 41,777 6,352 48,129

Rental units 32,771 12,753 45,524

Total revenues 1,495,666 869,101 2,364,767

Cost of leasing and services:

311,501 86,966 398,467

Delivery and installation

224,671 92,446 317,117

Cost of sales:

New units 23,599 2,840 26,439

Rental units 15,800 7,341 23,141

Depreciation of rental equipment 219,869 45,864 265,733

Gross profit $ 700,226 $ 633,644 $ 1,333,870

Other selected data:

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

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

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

Year Ended December 31, 2022

(in thousands) Modular Storage Unallocated Costs Total

Leasing and services revenue:

Leasing $ 992,316 $ 629,374 $ 1,621,690

Delivery and installation 272,749 156,403 429,152

Sales revenue:

New units 33,985 6,353 40,338

Rental units 42,983 8,460 51,443

Total Revenues 1,342,033 800,590 2,142,623

Cost of leasing and services:

Leasing 273,233 103,635 376,868

Delivery and installation 221,784 100,852 322,636

Cost of sales:

New units 20,475 3,536 24,011

Rental units 21,271 5,636 26,907

Depreciation of rental equipment 221,433 35,286 256,719

Gross profit $ 583,837 $ 551,645 $ 1,135,482

Other selected data:

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

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

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

The following tables set forth certain information regarding significant expense categories fo r the years ended December 31, 2024, 2023, and 2022, respectively.

Year Ended December 31,

(in thousands) Modular Storage Unallocated Costs Total

(in thousands) 2024 2023 2022

Leasing and services revenue:

Leasing $ 827,677 $ 424,813 $ 1,252,490

Delivery and installation 213,818 107,311 321,129

Unit leasing and other rental-related $ 1,442,235 $ 1,441,987 $ 1,278,065

VAPS and third party leasing 397,640 391,948 343,625

Delivery revenue 224,371 273,598 267,320

Installation revenue 194,510 163,581 161,832

Sales revenue:

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Total revenues 2,395,718 2,364,767 2,142,623

Cost of leasing and services:

Leasing 219,462 63,114 282,576

Delivery and installation 191,011 76,522 267,533

Cost of sales:

Costs of leasing and services:

Unit leasing 316,422 328,124 311,441

VAPS and third party leasing 68,656 70,343 65,427

Delivery 176,551 185,639 194,821

Installation 152,329 131,478 127,815

Costs of sales:

New units 45,554 26,439 24,011

Rental units 32,224 23,141 26,907

Depreciation of rental equipment 190,805 27,985 218,790

Gross profit $ 471,656 $ 373,047 $ 844,703

Other selected data:

Employee SG&A expense (b)

247,886 257,327 268,136

Other segment items (c)

292,936 280,811 240,191

Adjusted EBITDA from continuing operations $ 1,063,160 $ 1,061,465 $ 883,874

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

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

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(b) Employee SG&A expense consists of salaries and wages, bonus, commissions, payroll taxes, and employee benefits.

(c) Other segment items consist of service agreements and professional fees, real estate and occupancy costs, travel, bad debt expense, marketing and advertising, taxes, and other miscellaneous expenses.

The following tables present a reconciliation of the Company’s Income from continuing operations to Adjusted EBITDA for the years ended December 31, 2024, 2023, and 2022, respectively:

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Income tax expense from continuing operations 8,475 126,575 88,863

Loss on extinguishment of debt — — 5,999

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

Interest expense 205,040 146,278 116,358

Depreciation and amortization 384,972 338,654 319,099

Currency losses, net 6,754 886 427

Interest expense, net 227,311 205,040 146,278

Impairment loss on intangible asset 132,540 — —

Restructuring costs, lease impairment expense and other related charges 9,435 22 168

Currency losses, net 593 6,754 886

Transaction costs 651 2,259 25

Integration costs 7,521 10,366 15,484

Impairment loss on long-lived asset 374 — —

Stock compensation expense 35,966 34,486 29,613

Other ( 4,535 ) 7,117 4,966

Termination fee 180,000 — —

47,193 ( 4,535 ) 7,117

Adjusted EBITDA from continuing operations $ 1,063,160 $ 1,061,465 $ 883,874

Included in restructuring costs for the year ended December 31, 2021 was expense of approximately $ 7.2 million recognized as a result of the modification of certain equity awards associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer.

For the year ended December 31, 2021, stock-based compensation expense reported in the Statement of Cash Flows included these charges.

Assets related to the Company’s reportable segments include the following:

(in thousands) Modular Storage Total

As of December 31, 2023:

Goodwill $ 580,692 $ 595,943 $ 1,176,635

Intangible assets, net $ 126,620 $ 293,089 $ 419,709

Rental equipment, net $ 2,141,848 $ 1,239,467 $ 3,381,315

As of December 31, 2022:

Goodwill $ 518,877 $ 492,552 $ 1,011,429

Intangible assets, net $ 125,000 $ 294,125 $ 419,125

Rental equipment, net $ 2,004,055 $ 1,073,232 $ 3,077,287

(a) Includes $ 42.4 million in legal and professional fees related to the terminated McGrath transaction for the year ended December 31, 2024.

NOTE 19 - Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income attributable to WillScot Mobile Mini common shareholders by the weighted average number of shares of Common Stock outstanding during the period.

Basic earnings per share (“EPS”) is calculated by dividing net income attributable to WillScot common shareholders by the weighted average number of shares of Common Stock outstanding during the period.

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

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

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

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

(in thousands) 2024 2023 2022

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Performance-based RSUs 645 277 591

Note 20 - Restructuring

In June 2024, the Company implemented a cost-reduction plan for certain centralized and redundant resources to be completed within a one-year period.

During the year ended December 31, 2024, restructuring costs incurred under this plan included employee termination costs of $ 8.6 million.

The following is a summary of the activity in the Company’s restructuring accruals for the year ended December 31, 2024:

Year Ended December 31,

(in thousands) 2024

Beginning balance $ —

Charges 8,559

Cash payments ( 7,572 )

Foreign currency translation ( 34 )

Ending balance $ 953

NOTE 21 - Subsequent Events

Interest Rate Swaps

Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and will make payments based on a weighted average fixed interest rate of 3.70 % on the notional amount.

The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility.

The swap agreements terminate on June 30, 2027.

Entry into an Agreement to Acquire McGrath RentCorp

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

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

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

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

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

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

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

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

On February 18, 2025, the Company's Board of Directors approved a quarterly dividend program.

Under the program, subject to quarterly approval and declaration by the Board of Directors, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month.

The Board of Directors has declared a quarterly dividend of $ 0.07 per share, payable on March 19, 2025 to stockholders of record as of the close of business on March 5, 2025.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data