UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~June 30, 2020~~		March 31, 2021
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________


Commission File Number:			001-37552

WILLSCOT MOBILE MINI HOLDINGS CORP.

(Exact name of registrant as specified in its charter)


Delaware						82-3430194
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

4646 E Van Buren St., Suite 400

Phoenix, Arizona 85008

(Address, including zip code, of principal executive offices)

(480) 894-6311

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	WSC	The Nasdaq Capital Market
Warrants to purchase Common Stock(1)	WSCWW	OTC Markets Group Inc.
Warrants to purchase Common Stock(2)	WSCTW	OTC Markets Group Inc.

(1) Issued in connection with the initial public offering of Double Eagle Acquisition Corp., the registrant's legal predecessor company, in September 2015, which are exercisable for one-half of one share of the registrant's common stock for an exercise price of $5.75.

(2) Issued in connection with the registrant's acquisition of Modular Space Holding, Inc. in August 2018, which are exercisable for one share of the registrant's common stock at an exercise price of $15.50 per share.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Shares of Common Stock, par value $0.0001 per share, ~~outstanding:~~outstandin~~227,721,220~~g: 226,826,328 shares at ~~July 31, 2020.~~May 5, 2021.

WILLSCOT ~~CORPORATION~~MOBILE MINI HOLDINGS CORP.

Quarterly Report on Form 10-Q

Table of Contents

PART I Financial Information

Item 1

Financial Statements (unaudited, except as noted below)

Condensed Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 and December 31, 2020 (audited)

Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Condensed Consolidated Statement of Changes in Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Notes to the Condensed Consolidated Financial Statements

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3

Quantitative and Qualitative Disclosures About Market Risk

Item 4

Controls and Procedures

PART II Other Information

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults Upon Senior Securities

Item 4

Mine Safety Disclosures

~~PART I~~

ITEM 1. Financial Statements

WillScot ~~Corporation~~Mobile Mini Holdings Corp.

Condensed Consolidated Balance Sheets


(in thousands, except share data)	(in thousands, except share data)	June 30, 2020 (unaudited)		December 31, 2019		(in thousands, except share data)	March 31, 2021 (unaudited)		December 31, 2020 (as restated)
											(in thousands, except share data)	March 31, 2021 (unaudited)	December 31, 2020 (as restated)
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	9,061	$	3,045	Cash and cash equivalents	$	26,934	$	24,937
Restricted cash		655,087		—
Trade receivables, net of allowances for credit losses at June 30, 2020 and December 31, 2019 of $19,183 and $15,828, respectively		231,007		247,596
Trade receivables, net of allowances for credit losses at March 31, 2021 and December 31, 2020 of $31,630 and $29,258, respectively						Trade receivables, net of allowances for credit losses at March 31, 2021 and December 31, 2020 of $31,630 and $29,258, respectively	322,425		330,942
Inventories	Inventories	14,800		15,387		Inventories	24,132		21,655
Prepaid expenses and other current assets	Prepaid expenses and other current assets	21,392		14,621		Prepaid expenses and other current assets	28,152		29,954
Assets held for sale	Assets held for sale	9,332		11,939		Assets held for sale	2,413		12,004
Total current assets	Total current assets	940,679		292,588		Total current assets	404,056		419,492
Rental equipment, net	Rental equipment, net	1,908,299		1,944,436		Rental equipment, net	2,928,682		2,933,722
Property, plant and equipment, net	Property, plant and equipment, net	142,454		147,689		Property, plant and equipment, net	300,687		303,650
Operating lease assets	Operating lease assets	146,721		146,698		Operating lease assets	229,260		232,094
Goodwill	Goodwill	233,829		235,177		Goodwill	1,179,421		1,171,219
Intangible assets, net	Intangible assets, net	126,125		126,625		Intangible assets, net	481,199		495,947
Other non-current assets	Other non-current assets	3,433		4,436		Other non-current assets	15,570		16,081
Total long-term assets	Total long-term assets	2,560,861		2,605,061		Total long-term assets	5,134,819		5,152,713
Total assets	Total assets	$	3,501,540	$	2,897,649	Total assets	$	5,538,875	$	5,572,205
Liabilities and equity	Liabilities and equity					Liabilities and equity
Accounts payable	Accounts payable	$	87,847	$	109,926	Accounts payable	$	111,408	$	106,926
Accrued liabilities		101,212		82,355
Accrued interest		16,772		16,020
Accrued expenses						Accrued expenses	133,036		141,672
Deferred revenue and customer deposits	Deferred revenue and customer deposits	89,258		82,978		Deferred revenue and customer deposits	139,575		135,485
Operating lease liabilities - current						Operating lease liabilities - current	48,366		48,063
Current portion of long-term debt	Current portion of long-term debt	265,398		—		Current portion of long-term debt	16,229		16,521
Operating lease liabilities - current		30,438		29,133
Total current liabilities	Total current liabilities	590,925		320,412		Total current liabilities	448,614		448,667
Long-term debt	Long-term debt	1,971,010		1,632,589		Long-term debt	2,454,024		2,453,809
Deferred tax liabilities	Deferred tax liabilities	69,044		70,693		Deferred tax liabilities	315,244		307,541
Deferred revenue and customer deposits		12,284		12,342
Operating lease liabilities - non-current	Operating lease liabilities - non-current	117,159		118,429		Operating lease liabilities - non-current	180,823		183,761
Common stock warrant liabilities						Common stock warrant liabilities	99,781		77,404
Other non-current liabilities	Other non-current liabilities	36,028		34,229		Other non-current liabilities	34,500		37,150
Long-term liabilities	Long-term liabilities	2,205,525		1,868,282		Long-term liabilities	3,084,372		3,059,665
Total liabilities	Total liabilities	2,796,450		2,188,694		Total liabilities	3,532,986		3,508,332
Commitments and contingencies (see Note 15)
Class A common stock: $0.0001 par, 400,000,000 shares authorized at June 30, 2020 and December 31, 2019; 121,233,232 and 108,818,854 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		12		11
Class B common stock: 0 shares authorized or outstanding at June 30, 2020 and $0.0001 par, 100,000,000 shares authorized at December 31, 2019; 8,024,419 shares issued and outstanding at December 31, 2019		—		1
Commitments and contingencies (see Note 17)						Commitments and contingencies (see Note 17)	0		0
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020						Preferred Stock: $0.0001 par, 1,000,000 shares authorized and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020	0		0
Common Stock: $0.0001 par, 500,000,000 shares authorized and 226,815,146, and 229,038,158 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively						Common Stock: $0.0001 par, 500,000,000 shares authorized and 226,815,146, and 229,038,158 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	23		23
Additional paid-in-capital	Additional paid-in-capital	2,471,312		2,396,501		Additional paid-in-capital	3,782,649		3,852,291
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(84,807)		(62,775)		Accumulated other comprehensive loss	(29,996)		(37,207)
Accumulated deficit	Accumulated deficit	(1,681,427)		(1,689,373)		Accumulated deficit	(1,746,787)		(1,751,234)
Total shareholders' equity	Total shareholders' equity	705,090		644,365		Total shareholders' equity	2,005,889		2,063,873
Non-controlling interest		—		64,590
Total equity		705,090		708,955
Total liabilities and equity	Total liabilities and equity	$	3,501,540	$	2,897,649	Total liabilities and equity	$	5,538,875	$	5,572,205

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

WillScot ~~Corporation~~Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands, except share and per share data) 2020 2019 2020 2019
Revenues:
Leasing and services revenue:
Modular leasing $ 190,143 $ 185,818 $ 378,495 $ 363,110
Modular delivery and installation 51,640 55,966 102,710 105,966
Sales revenue:
New units 9,763 11,507 19,376 26,348
Rental units 5,316 10,422 12,102 21,974
Total revenues 256,862 263,713 512,683 517,398
Costs:
Costs of leasing and services:
Modular leasing 47,747 55,073 97,556 102,308
Modular delivery and installation 43,523 48,468 87,388 91,811
Costs of sales:
New units 6,331 7,999 12,534 18,877
Rental units 3,803 6,721 7,609 14,516
Depreciation of rental equipment 45,494 43,968 91,442 85,071
Gross Profit 109,964 101,484 216,154 204,815
Expenses:
Selling, general and administrative 65,272 70,385 140,240 143,704
Other depreciation and amortization 2,883 2,949 5,957 5,733
Impairment losses on long-lived assets — 348 — 2,638
Lease impairment expense and other related charges 1,394 1,520 3,055 4,605
Restructuring costs 749 1,632 689 3,288
Currency losses (gains), net (380) (354) 518 (670)
Other income, net (1,021) (1,290) (745) (2,241)
Operating income 41,067 26,294 66,440 47,758
Interest expense 28,519 31,668 56,776 62,783
Loss on extinguishment of debt — 7,244 — 7,244
Income (loss) from operations before income tax 12,548 (12,618) 9,664 (22,269)
Income tax (benefit) expense (285) (1,180) 505 (802)
Net Income (loss) 12,833 (11,438) 9,159 (21,467)
Net Income (loss) attributable to non-controlling interest, net of tax 1,343 (832) 1,213 (1,590)
Net Income (loss) attributable to WillScot $ 11,490 $ (10,606) $ 7,946 $ (19,877)
Earnings (loss) per share attributable to WillScot
Basic $ 0.10 $ (0.10) $ 0.07 $ (0.18)
Diluted $ 0.10 $ (0.10) $ 0.07 $ (0.18)
Weighted average shares:
Basic 110,692,426 108,693,924 110,174,536 108,609,068
Diluted 111,432,963 108,693,924 112,209,212 108,609,068

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


	Three Months Ended March 31,
(in thousands, except share and per share data)	2021		2020 (as restated)
Revenues:
Leasing and services revenue:
Leasing	$	315,662	$	188,352
Delivery and installation	83,504		51,070
Sales revenue:
New units	10,955		9,613
Rental units	15,202		6,786
Total revenues	425,323		255,821
Costs:
Costs of leasing and services:
Leasing	69,895		49,809
Delivery and installation	70,136		43,865
Costs of sales:
New units	7,109		6,203
Rental units	9,105		3,806
Depreciation of rental equipment	55,698		45,948
Gross profit	213,380		106,190
Expenses:
Selling, general and administrative	116,485		65,537
Transaction costs	844		9,431
Other depreciation and amortization	18,324		3,074
Lease impairment expense and other related charges	1,253		1,661
Restructuring costs	3,142		(60)
Currency losses, net	36		898
Other (income) expense, net	(1,988)		276
Operating income	75,284		25,373
Interest expense	29,964		28,257
Fair value loss (gain) on common stock warrant liabilities	27,207		(95,329)
Loss on extinguishment of debt	3,185		0
Income before income tax	14,928		92,445
Income tax expense	10,481		790
Net income	4,447		91,655
Net loss attributable to non-controlling interest, net of tax	0		(130)
Net income attributable to WillScot Mobile Mini	$	4,447	$	91,785

Earnings (loss) per share attributable to WillScot Mobile Mini common shareholders
Basic	$	0.02	$	0.84
Diluted	$	0.02	$	(0.05)
Weighted average shares:
Basic	228,293,197		109,656,646
Diluted	234,720,295		112,672,997

~~WillScot Corporation~~

~~Condensed Consolidated Statements of Comprehensive Income (Loss)~~

~~(Unaudited)~~

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2020 2019 2020 2019
Net income (loss) $ 12,833 $ (11,438) $ 9,159 $ (21,467)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income tax expense of $0 for the three and six months ended June 30, 2020 and 2019 7,982 4,321

(13,162) 8,436
Net gain (loss) on derivatives, net of income tax benefit of $0, $1,190 for the three months ended June 30, 2020 and 2019, respectively and $0, and $1,863 for the six months ended June 30, 2020 and 2019, respectively 975 (3,887) (7,783) (6,088)
Comprehensive income (loss) 21,790 (11,004) (11,786) (19,119)
Comprehensive income (loss) attributable to non-controlling interest 2,161 (786)

(672) (1,378)
Total comprehensive income (loss) attributable to WillScot $ 19,629 $ (10,218) $ (11,114) $ (17,741)

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

WillScot ~~Corporation~~Mobile Mini Holdings Corp.

Condensed Consolidated Statements of ~~Changes in Equity~~Comprehensive Income (Loss)

(Unaudited)

Six Months Ended June 30, 2020
Class A Common Stock Class B Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity Non-Controlling Interest Total Equity
(in thousands) Shares Amount Shares Amount
Balance at December 31, 2019 108,819 $ 11 8,024 $ 1 $ 2,396,501 $ (62,775) $ (1,689,373) $ 644,365 $ 64,590 $ 708,955
Net loss — — — — — — (3,544) (3,544) (130) (3,674)
Other comprehensive income — — — — — (27,199) — (27,199) (2,703) (29,902)
Stock-based compensation 239 — — — 1,114 — — 1,114 — 1,114
Common stock issued in warrant exercises and redemptions 1,497 — — — 4,580 — — 4,580 — 4,580
Balance at March 31, 2020 110,555 $ 11 8,024 $ 1 $ 2,402,195 $ (89,974) $ (1,692,917) $ 619,316 $ 61,757 $ 681,073
Net income — — — — — — 11,490 11,490 1,343 12,833
Other comprehensive income — — — — — 8,139 — 8,139 818 8,957
Stock-based compensation — — — — 2,227 — — 2,227 — 2,227
Sapphire Exchange - see Note 10 10,641 1 (8,024) (1) 66,890 (2,972) — 63,918 (63,918) —
Common stock issued in warrant exercises and redemptions 37 — — — — — — — — —
Balance at June 30, 2020 121,233 $ 12 — $ — $ 2,471,312 $ (84,807) $ (1,681,427) $ 705,090 $ — $ 705,090

Six Months Ended June 30, 2019
Class A Common Stock Class B Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity Non-Controlling Interest Total Equity
(in thousands) Shares Amount Shares Amount
Balance at December 31, 2018 108,509 $ 11 8,024 $ 1 $ 2,389,548 $ (68,026) $ (1,683,319) $ 638,215 $ 63,982 $ 702,197
Net loss — — — — — — (9,271) (9,271) (758) (10,029)
Other comprehensive income — — — — — 1,748 — 1,748 166 1,914
Adoption of ASC 842 — — — — — — 4,723 4,723 503 5,226
Adoption of ASC 606 — — — — — — 345 345 — 345
Stock-based compensation 184 — — — 636 — — 636 — 636
Balance at March 31, 2019 108,693 $ 11 8,024 $ 1 $ 2,390,184 $ (66,278) $ (1,687,522) $ 636,396 $ 63,893 $ 700,289
Net loss — — — — — — (10,606) (10,606) (832) (11,438)
Other comprehensive income — — — — — 388 — 388 46 434
Stock-based compensation 6 — — — 1,901 — — 1,901 — 1,901
Balance at June 30, 2019 108,699 $ 11 8,024 $ 1 $ 2,392,085 $ (65,890) $ (1,698,128) $ 628,079 $ 63,107 $ 691,186


	Three Months Ended March 31,
(in thousands)	2021		2020 (as restated)
Net income	$	4,447	$	91,655
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income tax expense of $0 and $0 for the three months ended March 31, 2021 and 2020, respectively	5,034		(21,144)
Net gain (loss) on derivatives, net of income tax expense of $667 and $0 for the three months ended March 31, 2021 and 2020, respectively	2,177		(8,758)
Total other comprehensive income (loss)	7,211		(29,902)
Comprehensive income	11,658		61,753
Comprehensive loss attributable to non-controlling interest	0		(2,833)
Total comprehensive income attributable to WillScot Mobile Mini	$	11,658	$	64,586

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

WillScot ~~Corporation~~Mobile Mini Holdings Corp.

Condensed Consolidated Statements of ~~Cash Flows~~ Changes in Equity

(Unaudited)

Six Months Ended
June 30,
(in thousands) 2020 2019
Operating activities:
Net income (loss) $ 9,159 $ (21,467)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 98,917 91,808
Provision for doubtful accounts 9,122 6,297
Impairment losses on long-lived assets — 2,638
Impairment on right of use assets 57 2,439
Gain on sale of rental equipment and other property, plant and equipment (4,366) (5,359)
Amortization of debt discounts and debt issuance costs 5,899 5,646
Loss on extinguishment of debt — 7,244
Stock-based compensation expense 4,014 3,191
Deferred income tax benefit (provision) 608 (1,190)
Unrealized currency (gains) losses 1,095 (624)
Changes in operating assets and liabilities
Trade receivables 5,709 (44,492)
Inventories 520 1,039
Prepaid and other assets (6,620) (784)
Operating lease assets and liabilities (64) 935
Accrued interest 753 (4,092)
Accounts payable and other accrued liabilities (17,767) 3,126
Deferred revenue and customer deposits 6,691 13,699
Net cash provided by operating activities 113,727 60,054
Investing activities:
Proceeds from sale of rental equipment 12,102 23,083
Purchase of rental equipment and refurbishments (79,682) (113,088)
Proceeds from the sale of property, plant and equipment 3,843 8,891
Purchase of property, plant and equipment (3,186) (3,899)
Net cash used in investing activities (66,923) (85,013)
Financing activities:
Receipts from issuance of common stock 4,580 —
Receipts from borrowings 704,293 461,203
Payment of financing costs (1,225) (2,686)
Repayment of borrowings (92,282) (430,260)
Other financing activities (673) (654)
Payment of debt extinguishment premium costs — (6,252)
Net cash provided by financing activities 614,693 21,351
Effect of exchange rate changes on cash and cash equivalents (394) 140
Net change in cash, cash equivalents, and restricted cash 661,103 (3,468)
Cash, cash equivalents, and restricted cash at the beginning of the period 3,045 8,958
Cash, cash equivalents, and restricted cash at the end of the period $ 664,148 $ 5,490
Supplemental cash flow information:
Interest paid $ 46,058 $ 63,502
Income taxes (refunded) paid, net $ (22) $ 355
Capital expenditures accrued or payable $ 18,742 $ 24,348


Three Months Ended March 31, 2021
	Common Stock(1)			Additional Paid-in-Capital	Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders' Equity
(in thousands)	Shares	Amount
Balance at December 31, 2020 (as restated)	229,038	$	23		$	3,852,291	$	(37,207)	$	(1,751,234)	$	2,063,873
Net income	—	—			—		—		4,447		4,447
Other comprehensive income	—	—			—		7,211		—		7,211
Stock-based compensation and issuance of Common Stock from vesting	229	—			4,951		—		—		4,951
Repurchase and cancellation of Common Stock and warrants	(2,793)	0			(76,788)		—		—		(76,788)
Receipts from issuance of Common Stock from the exercise of options	341	0			5,414		—		—		5,414
Withholding taxes on net share settlement of stock-based compensation	—	—			(3,219)		—		—		(3,219)
Balance at March 31, 2021	226,815	$	23		$	3,782,649	$	(29,996)	$	(1,746,787)	$	2,005,889


Three Months Ended March 31, 2020 (as restated)
	Class A Common Stock(1)			Class B Common Stock			Additional Paid-in-Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders' Equity		Non-Controlling Interest		Total Equity
(in thousands)	Shares	Amount		Shares	Amount
Balance at December 31, 2019	108,819	$	11	8,024	$	1	$	2,378,733	$	(62,775)	$	(1,825,361)	$	490,609	$	64,590	$	555,199
Net income (loss)	—	—		—	—		—		—		91,785		91,785		(130)		91,655
Other comprehensive loss	—	—		—	—		—		(27,199)		—		(27,199)		(2,703)		(29,902)
Stock-based compensation and issuance of Common Stock from vesting	239	—		—	—		1,787		—		—		1,787		—		1,787
Receipts from issuance of Common Stock from warrant exercises and redemptions	1,497	0		—	—		28,958		—		—		28,958		—		28,958
Withholding taxes on net share settlement of stock-based compensation	—	—		—	—		(673)		—		—		(673)		—		(673)
Balance at March 31, 2020	110,555	$	11	8,024	$	1	$	2,408,805	$	(89,974)	$	(1,733,576)	$	585,267	$	61,757	$	647,024

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

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,
(in thousands)	2021		2020 (as restated)
Operating activities:
Net income	$	4,447	$	91,655
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	74,855		49,764
Provision for credit losses	8,516		3,392
Gain on sale of rental equipment and other property, plant and equipment	(8,128)		(2,980)
Amortization of debt discounts and debt issuance costs	3,565		2,896
Fair value loss (gain) on common stock warrant liabilities	27,207		(95,329)
Loss on extinguishment of debt	3,185		0
Stock-based compensation expense	4,951		1,787
Deferred income tax benefit	8,057		684
Unrealized currency losses (gains), net	(64)		891
Changes in operating assets and liabilities:
Trade receivables	341		636
Inventories	(2,452)		281
Prepaid and other assets	2,995		(5,701)
Operating lease assets and liabilities	183		(280)
Accrued interest	3,394		(3,540)
Accounts payable and other accrued expenses	(13,096)		(9,760)
Deferred revenue and customer deposits	4,115		3,952
Net cash provided by operating activities	122,071		38,348
Investing activities:
Proceeds from sale of rental equipment	15,202		6,786
Purchase of rental equipment and refurbishments	(52,535)		(39,648)
Proceeds from the sale of property, plant and equipment	13,729		3,840
Purchase of property, plant and equipment	(7,307)		(1,518)
Net cash used in investing activities	(30,911)		(30,540)
Financing activities:
Receipts from issuance of Common Stock from the exercise of options	5,414		4,580
Repurchase and cancellation of Common Stock and warrants	(81,618)		0

Receipts from borrowings	162,000		35,793

Repayment of borrowings	(166,112)		(45,282)
Payment of debt extinguishment premium costs	(1,950)		0
Principal payments on finance lease obligations	(3,735)		0
Taxes paid on employee stock awards	(3,219)		(673)
Net cash used in financing activities	(89,220)		(5,582)
Effect of exchange rate changes on cash and cash equivalents	57		(629)
Net change in cash and cash equivalents	1,997		1,597
Cash and cash equivalents at the beginning of the period	24,937		3,045
Cash and cash equivalents at the end of the period	$	26,934	$	4,642

Supplemental cash flow information:
Interest paid	$	20,089	$	27,384
Income taxes paid, net	$	588	$	4
Capital expenditures accrued or payable	$	25,975	$	22,345

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

WillScot ~~Corporation~~Mobile Mini Holdings Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - Summary of Significant Accounting Policies

Organization and Nature of Operations

WillScot ~~Corporation~~Mobile Mini Holdings Corp. (“~~WillScot”~~WillScot Mobile Mini” and, together with its subsidiaries, the “Company”) is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada, Mexico and ~~Mexico.~~the United Kingdom ("UK"). The Company also maintains a fleet of specialty containment products, including liquid and solid containment solutions. The Company leases, sells, delivers and installs mobile ~~offices, modular buildings~~solutions and storage products through an integrated network of branch locations that spans North ~~America.~~America and the UK.

On ~~November 29, 2017, Double Eagle Acquisition~~July 1, 2020, WillScot Corporation, ~~("Double Eagle"~~a Delaware corporation (“WillScot”) ~~indirectly acquired Williams Scotsman International,~~, and Mobile Mini, Inc. (“~~WSII”~~Mobile Mini”) ~~from Algeco Scotsman Global S.à r.l. (together with its subsidiaries, the “Algeco Group”), which was majority owned by an investment fund managed by TDR Capital LLP ("TDR Capital"~~merged (the “Merger”). ~~As part of the transaction, Double Eagle domesticated to Delaware and changed its name to WillScot Corporation.~~

Immediately following the Merger, ~~with Mobile Mini Inc. as defined and discussed in Note 2 – Acquisitions and Relating Financing Transactions, on July 1, 2020,~~ WillScot changed its name to “WillScot Mobile Mini Holdings Corp.” ~~(“WillScot Mobile Mini”)~~ and filed an amended and restated certificate of incorporation (the "A&R Charter"), which reclassified all outstanding shares of ~~the~~WillScot Class A ~~common stock~~Common Stock and converted such shares into shares of ~~common stock,~~Common Stock, par value $0.0001 per share, of WillScot Mobile Mini ~~(the “Common Stock”~~("WillScot Mobile Mini Common Stock"). On June 30, 2020, TDR Capital exercised its right to exchange its shares in Williams Scotsman Holding Corp ("Holdings") for 10.6 million of Class A common stock at which point the Company's Class B common stock were automatically canceled. The WillScot Class A ~~common stock~~Common Stock was listed on the Nasdaq Capital Market (Nasdaq: WSC) up until the Merger, and the WillScot Mobile Mini Common Stock has been listed on the Nasdaq Capital Market (Nasdaq: WSC) since the Merger. As used herein, the term “Common Stock” or “the Company’s Common Stock” refers to WillScot Class A Common Stock prior to filing of the A&R Charter on July 1, 2020 and to WillScot Mobile Mini Common Stock as of and following the filing of the A&R Charter July 1, 2020.

~~As the Merger closed after WillScot’s second quarter 2020, the~~The preparation of financial statements in accordance with ~~U.S.~~US Generally Accepted Accounting Principles (“GAAP”) requires that our ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements and most of the ~~disclosure~~disclosures in these ~~Notes~~notes be presented on a historical ~~basis, as of or for the three and six months ended June 30, 2020 or prior periods.~~basis. Unless the context otherwise requires, the terms “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot ~~Corporation~~ and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot Mobile Mini, ~~Holdings Corp.,~~ when referring to periods on or after July 1, 2020 (after the Merger).

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, ~~the~~ results of operations and cash flows for the interim periods presented.

~~On December 31, 2019, the 2019 financial statement amounts were adjusted for the adoption Accounting Standards Update (“ASU”) 2016-02,~~ ~~Leases (Topic 842)~~ ~~("ASC 842"), effective retroactively to January 1, 2019, and therefore may not agree to the Quarterly Reports filed on Form 10-Q for the respective periods of 2019.~~

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 the Company. All intercompany balances and transactions are eliminated.

The results of operations for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in ~~WillScot's~~the Company's Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, 2020.

Restatement of Previously Reported Financial Statements

The notes included herein should be read in conjunction with the Company's restated audited consolidated financial statements included in the Company's Annual Report on Form 10-K/A filed with the SEC on May 10, 2021 (the "2020 Form 10-K/A").

As previously disclosed in the 2020 Form 10-K/A, the Company restated its previously issued consolidated financial statements for the years ended December 31, 2020, 2019. and 2018 to make the necessary accounting adjustments related to warrant accounting. The Company has restated herein its condensed consolidated financial statements for the quarter ended March 31, 2020 and related amounts within the accompanying footnotes to the condensed consolidated financial statements. For the quarter ended March 31, 2020, restated net income attributable to WillScot Mobile Mini is $91.8 million, an increase of $95.3 million from the previously disclosed net loss of $3.5 million.

Recently Issued and Adopted Accounting Standards

Recently Issued Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848), which is elective, and provides for optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company is currently evaluating the impact of reference rate reform and the potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and ~~will consider~~does not expect the impact ~~of adoption during its analysis.~~

~~Recently Adopted Accounting Standards~~

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326)~~ ~~("ASC 326"), which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis~~ to be presented at the net amount expected to be collected based on relevant historical information from historical experience, adjusted for current conditions and reasonable and supportable forecasts that affect collectability. Credit losses relating to these financialmaterial.

~~assets~~In August 2020, the FASB issued ASU 2020-06, Debt, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are ~~recorded through an allowance~~currently accounted for ~~credit losses.~~as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company ~~adopted ASC 326 effective~~is currently evaluating the potential impact of the adoption of the pronouncement on its consolidated financial statements.

Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles for income taxes and also improves consistent application of accounting by clarifying or amending existing guidance. On January 1, ~~2020. The effect~~2021, the Company adopted ASU 2019-12 and the impact of ~~this guidance~~adoption was ~~immaterial~~not material to the Company's consolidated ~~results of operations,~~ financial ~~position and cash flows.~~

~~Impact of COVID-19~~

On January 30, 2020, the World Health Organization declared an outbreak of a highly contagious form of an upper respiratory infection caused by COVID-19, a novel coronavirus strain commonly referred to as “coronavirus”.statements. The Company ~~was deemed an essential infrastructure business~~will apply the standard prospectively for intraperiod tax allocation, year-to-date losses that exceed anticipated annual losses and ~~has continued to supply its customers.~~

~~There have been significant~~enacted changes to the global economic situation and to public securities markets as a consequence of the COVID-19 pandemic. If these conditions persist, it is reasonably likely that this could cause changes to estimates as a result of the markets in which the Company operates, the price of the Company’s publicly traded equity and debt in comparison to the Company’s carrying value, and the health of the global economy. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements, particularly with respect to the fair value of the Company’s reporting units in relation to potential goodwill impairment, the fair value of long-lived assets in relation to potential impairment and the allowance for doubtful accounts.tax laws.

NOTE 2 - Acquisitions ~~and Related Financing Transactions~~

Mobile Mini Merger

On March 1, 2020, the Company, along with its newly formed subsidiary, Picasso Merger Sub, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mobile Mini, Inc. (“Mobile Mini”), the (“Merger”). The closing of the Merger was completed on July 1, 2020 and Merger Sub merged with and into Mobile Mini and the separate corporate existence of Merger Sub ceased and Mobile Mini continued its existence, as the surviving corporation in the Merger and a wholly-owned subsidiary of WillScot.Purchase Price

Upon completion of the Merger on July 1, 2020, each issued and outstanding share of Mobile Mini ~~common stock,~~Common Stock, par value $0.01 per share, converted to ~~the right to receive 2.4050~~2.405 shares of ~~WillScot’s~~WillScot Class A ~~common stock,~~Common Stock, par value $0.0001 per share, and cash in lieu of any fractional shares.

~~Approximately 106 million~~ The Company issued 106,426,721 shares of Class A Common Stock ~~were issued~~ to Mobile Mini ~~shareholders following~~stockholders as consideration for the ~~completion of the Merger and as of July 31, 2020 the Company had 227,721,220 of Common Stock.~~Merger. The trading price of the Class A Common Stock was $12.53 per share on the closing date. In addition, Mobile Mini stock options converted into WillScot Mobile Mini stock options. The ~~preliminary~~ purchase price ~~is estimated at $1.4 billion subject to adjustment pending the finalization of preliminary valuation estimates.~~was determined as follows:


(in thousands, except share and per share data)	July 1, 2020
Mobile Mini Common Stock outstanding	44,252,275
Share conversion ratio	2.405
Common Stock issued	106,426,721
Common Stock per share price as of July 1, 2020	$	12.53
Fair value of shares of WillScot Class A Common Stock issued	$	1,333,527
Cash paid for fractional shares	30
Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options	19,279
Total purchase price	$	1,352,836

The Merger ~~will be~~was accounted for using the acquisition method of accounting, and WillScot ~~will be treated as~~was considered the accounting acquirer. Under the acquisition method of accounting, ~~we are required to assign~~the Company assigned the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the closing date. The excess of the purchase price over those fair values ~~will be~~was recorded as goodwill.

The purchase price for the Merger was assigned to the underlying assets acquired and liabilities assumed based upon their fair values at the date of acquisition, July 1, 2020. The Company ~~expensed $1.6~~recorded the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, contributory asset charges, and estimates made by management. The following table summarizes the July 1, 2020 preliminary fair values of the assets acquired and liabilities assumed. The final assignment of the fair value of the Merger, including the final valuation of acquired rental equipment, intangible assets and the related deferred tax liability and the final assignment of goodwill to reporting units, was not complete at March 31, 2021, but will be finalized within the allowable one-year measurement period.

Opening Balance Sheet


(in thousands)	July 1, 2020
Cash and cash equivalents	$	17,203
Trade receivables	87,492
Inventories	8,987
Prepaid expenses and other current assets	13,717
Rental equipment	1,033,190
Property, plant and equipment	161,401
Operating lease assets	92,054
Intangible assets	374,500		(a)
Goodwill identified	936,173
Other non-current assets	2,519
Total identifiable assets acquired	$	2,727,236
Accounts payable	(29,797)
Accrued expenses	(40,235)
Deferred revenue and customer deposits	(38,846)
Operating lease liabilities	(89,968)
Debt and finance lease liabilities	(897,244)
Deferred tax liabilities	(276,882)
Other long-term liabilities	(1,428)
Total liabilities assumed	(1,374,400)
Purchase Price	$	1,352,836


(a)			The initial fair value estimates were calculated using preliminary estimates and assumptions which have been updated in the current reporting period as additional information was obtained during the measurement period. The underlying assets have been adjusted from those previously recorded accordingly. Intangible assets were reduced by approximately $8.0 million from amounts reported at December 31, 2020.

Mobile Mini generated $159.1 million of revenue and $26.9 million of pre-tax income in the three months ended March 31, 2021, which is included in the condensed consolidated financial statements of operations.

The pro forma results presented below give effect to the following as if they occurred on January 1, 2019:


(i)			The Merger
(ii)			Borrowings under the Company's 2025 Secured Notes and 2020 ABL Facility (both as defined in Note 9) used to repay certain debt in connection with the Merger
(iii)			Extinguishment of the Mobile Mini revolving credit facility and senior notes assumed in the Merger and immediately repaid
(iv)			Extinguishment of WillScot's 2017 ABL Facility and WillScot's 2022 Secured Notes (both as defined in Note 9) repaid in connection with the Merger
(v)			Elimination of WillScot's non-controlling interest and WillScot's Class B common stock in connection with the Merger. See Note 10 for further details.

The pro forma information is not necessarily indicative of the Company’s results of operations had the Merger been completed on January 1, 2019, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies, synergies, or revenue opportunities that could result from the Merger.

The Company's results of operations for the three months ended March 31, 2021 represent the activities of the Company after the Merger. As a result, there were no differences between pro forma results and actual results on a reported basis.

The tables below present unaudited pro forma condensed combined statements of operations information for the three months ended March 31, 2020:


(in thousands)	Three Months Ended March 31, 2020 (as restated)
WillScot revenues	$	255,821
Mobile Mini revenues	150,576
Pro forma revenues	$	406,397

WillScot Mobile Mini income before income tax	$	92,445	(a)
Mobile Mini income before income tax	14,907
Pro forma income before income tax	107,352
Pro forma adjustments to combined income before income tax:
Elimination of Merger transaction costs	24,651		(b)
Impact of fair value mark-ups on rental fleet depreciation	(1,167)		(c)
Other depreciation expense and intangible asset amortization	(5,669)		(d)
Interest expense	(2,564)		(e)
Elimination of Mobile Mini interest	8,712		(f)
Pro forma income before income tax	131,315
Income tax expense	(13,506)		(g)
Pro forma net income	$	117,809


(a)			Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange. See Note 10.
(b)			Eliminates discrete transaction costs incurred as a result of the Mobile Mini Merger.
(c)			Depreciation on rental equipment and property, plant and equipment were adjusted for the preliminary determination of the fair value of equipment acquired in the Mobile Mini Merger.
(d)			Represents the differential in other depreciation and amortization expense related to the provisional fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship estimated at $209,000 and a 13 year life.
(e)			In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at 6.125%, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility. Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility. See Note 9 for definitions of terms.
(f)			Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated. See Note 9 for definition of terms.
(g)			Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a US federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses.

Transaction and Integration Costs

The Company recorded $0.8 million and ~~$11.0~~$9.4 million in transaction costs related to the Merger during the three months ended March 31, 2021 and 2020, respectively. The Company also recorded $7.3 million in integration costs related to the Merger within selling, general and administrative ("SG&A") expense for the three ~~and six~~ months ended ~~June 30, 2020, respectively. The Company expects to expense within SG&A approximately $51 million in transaction expenses related to the Merger in the third quarter of 2020.~~March 31, 2021.

~~Restricted Cash and 2025 Secured Notes~~

In anticipation of the Merger, on June 15, 2020, Picasso Finance Sub, Inc., a newly-formed indirect finance subsidiary (the “Finance Sub”) of the Company, completed a private offering of $650.0 million in aggregate principal amount of its 6.125% senior secured notes due 2025 (the “2025 Secured Notes”). The 2025 secured notes contained provisions requiring repayment without penalty, in the event the Merger was not consummated.The offering proceeds from the 2025 Secured Notes of $650.0 million and $5.1 million of interest due through August 1, 2020 were deposited into an escrow account, pending the closing of the Merger. In connection with completion of the Merger on July 1, 2020, the offering proceeds were released and the proceeds were utilized to repay the 2022 Secured Notes (see Note 9 – Debt), repay Mobile Mini secured notes and pay certain fees and expenses related to the Merger and financing transactions. In addition, Finance Sub was merged into WSII on July 1, 2020. At June 30, 2020 the $655.1 million in the escrow account is reported as restricted cash on the condensed consolidated balance sheet.

~~New ABL Facility~~

On July 1, 2020, in connection with the completion of the Merger, Williams Scotsman Holdings Corp. (“Holdings”), WSII, and certain of its subsidiaries, including Mobile Mini and certain of its consolidated subsidiaries (the “Mobile Mini Entities”), entered into a new asset-based credit agreement, that provides 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 billion (the “US Facility”), available to WSII and certain of its subsidiaries (collectively, the “US Borrowers”), and (ii) a $400 million senior secured asset-based multicurrency revolving credit facility together with the US Facility, the “New ABL Facility”), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros by the US Borrowers, and certain of WSII’s and Mobile Mini’s wholly-owned subsidiaries organized in Canada and in the United Kingdom. On July 1, 2020, in connection with the completion of the Merger, approximately $1.47 billion of proceeds from the New ABL Facility were used to finance the repayment of both the WillScot ABL facility and the Mobile Mini ABL facility, as well as to pay fees and expenses related to the Merger and the financing transactions, including $36 million in fees related to the New ABL Facility upfront fees which will be recorded as deferred financing costs in the third quarter of 2020. The New ABL Facility matures July 1 2025. Borrowings under the New ABL Facility will initially bear interest at (i) in the case of US Dollars, at WSII’s option, either an adjusted LIBOR rate plus 1.875% or an alternative base rate plus 0.875%, (ii) in the case of Canadian Dollars, at WSII’s option, either a Canadian BA rate plus 1.875% or Canadian prime rate plus 0.875%, and (iii) in the case of Euros and British Pounds Sterling, an adjusted LIBOR rate plus 1.875%.

NOTE 3 - Revenue

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas for the three ~~and six~~ months ended ~~June 30~~March 31, as follows:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2021		2020
US	US	$	237,613	$	238,087	$	472,941	$	469,554	US	$	371,269	$	235,328
Canada	Canada	16,279		21,405		32,985		39,599		Canada	23,584		16,706
Mexico	Mexico	2,970		4,221		6,757		8,245		Mexico	3,463		3,787
UK										UK	27,007		0
Total revenues	Total revenues	$	256,862	$	263,713	$	512,683	$	517,398	Total revenues	$	425,323	$	255,821

Major Product and Service Lines

Equipment leasing is the Company's core business. This includes rental modular space, portable space and tank and pump units along with value added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, 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.

The Company’s revenue by major product and service line for the three ~~and six~~ months ended ~~June 30~~March 31, was as follows:


		Three Months Ended June 30,						Six Months Ended June 30,
		2020		2019		2020		2019			Three Months Ended March 31,
(in thousands)	(in thousands)	Total		Total		Total		Total		(in thousands)	2021		2020
Modular space leasing revenue	Modular space leasing revenue	$	132,377	$	129,475	$	263,775	$	253,025	Modular space leasing revenue	$	169,952	$	131,398
Portable storage leasing revenue	Portable storage leasing revenue	5,716		6,021		11,565		12,262		Portable storage leasing revenue	54,613		5,849
VAPS^(a)		42,421		39,669		83,423		77,061
Tank and pump leasing revenue										Tank and pump leasing revenue	15,760		0
VAPS and third party leasing revenues(a)										VAPS and third party leasing revenues(a)	62,426		41,002
Other leasing-related revenue^(b)	Other leasing-related revenue^(b)	9,629		10,653		19,732		20,762		Other leasing-related revenue(b)	12,911		10,103
Modular leasing revenue		190,143		185,818		378,495		363,110
Modular delivery and installation revenue		51,640		55,966		102,710		105,966
Leasing revenue										Leasing revenue	315,662		188,352
Delivery and installation revenue										Delivery and installation revenue	83,504		51,070
Total leasing and services revenue	Total leasing and services revenue	241,783		241,784		481,205		469,076		Total leasing and services revenue	399,166		239,422
New unit sales revenue	New unit sales revenue	9,763		11,507		19,376		26,348		New unit sales revenue	10,955		9,613
Rental unit sales revenue	Rental unit sales revenue	5,316		10,422		12,102		21,974		Rental unit sales revenue	15,202		6,786
Total revenues	Total revenues	$	256,862	$	263,713	$	512,683	$	517,398	Total revenues	$	425,323	$	255,821

~~(a)~~ Includes $4.3 million and $4.1 million of value added products and services ("VAPS") service revenue for the three months ended June 30, 2020 and 2019, respectively and $8.3 million and $7.9 million of VAPS service revenue for the six months ended June 30 2020, and 2019, respectively.

~~(b) Primarily~~


(a)			Includes $6.2 million and $4.0 million of service revenue for the three months ended March 31, 2021 and 2020, respectively.
(b)			Includes primarily damage billings, delinquent payment charges, and other processing fees.

~~Modular~~

Leasing and Services Revenue

The majority of ~~revenue (~~revenue (73% and 72% for the three ~~and~~ ~~six~~ months ended ~~June 30,~~March 31, 2021 and 2020, anrespectively) is generated ~~69% and for the three and six months ended June 30, 2019) is generated~~ by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC ~~842.~~842"). The remaining revenue for the three ~~and six~~ months ended March 31, 2021~~June 30~~, and 2020 ~~and 2019~~ is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").

Receivables, Contract Assets and Liabilities

As reflected above, ~~approximately 72%~~approximately 73% of the Company's rental revenue is generated by lease revenue subject to the guidance ofin ASC 842. The customers that are ~~responsible~~responsible for the remaining revenue accounted for under ASC 606 are generally the same customers that rent the Company's equipment. The Company manages credit risk associated with its accounts receivables at the customer level. As 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 ~~doubtful accounts~~credit losses address its total

revenues. The Company's top five customers with the largest open receivables balances represented ~~4.7%~~ 5.0% of the total receivables balance as of ~~June 30, 2020.~~March 31, 2021.

As of March 31, 2021 and December 31, ~~2019,~~2020, the Company had approximately ~~$42.6~~$75.4 million and $74.1 million, respectively, of deferred revenue that relates to removal services for lease transactions and advance billings for sale transactions, which are within the scope of ASC ~~606. As of June 30, 2020, the Company had approximately~~ ~~$47.1 million of~~ ~~deferred revenue relating to these services which~~606 and are included in deferred revenue and customer deposits in the condensed consolidated balance sheets. During the three months ended ~~June 30, 2020, $9.2~~March 31, 2021, $19.3 million of ~~previously~~previously deferred revenue relating to removal services for lease transactions and advance billings for sale transactions was recognized as revenue.

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

The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues that are expected to be recognized within twelve months, the Company has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the costs ultimately incurred to provide those services.

The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions paid to ~~our~~its sales force. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year, therefore the commissions are be expensed as incurred.

Credit Losses

The Company is exposed to credit losses from trade receivables generated through its leasing and sales business. The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review. The credit review considers expected billing exposure and timing for payment and the customer’s established credit rating. The Company performs its credit review of new customers at inception of the customer relationship and for existing customers when the customer transacts new leases after a defined period of dormancy. The Company also considers contract terms and conditions, country risk and business strategy in the evaluation.

The Company monitors ongoing credit exposure through an active review of customer balances against contract terms and due dates. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. The ~~Company uses a loss-rate method to assess for credit losses. The~~ allowances for credit losses reflect 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 could require change based on 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 ~~our~~its allowances.

(in thousands) Six Months Ended
June 30, 2020 Year Ended December 31, 2019
Balance at beginning of year $ 15,828 $ 9,340
Net charges to bad debt expense and revenue 9,122 14,496
Write-offs (5,573) (7,945)
Foreign currency translation and other (194) (63)
Balance at end of period $ 19,183 $ 15,828
Activity in the allowance for credit losses was as follows:


	Three Months Ended March 31,
(in thousands)	2021		2020
Balance at beginning of year	$	29,258	$	15,828
Net charges to bad debt expense and revenue	8,516		3,392
Write-offs	(5,813)		(2,744)
Foreign currency translation and other	(331)		(5)
Balance at end of period	$	31,630	$	16,471

NOTE 4 - Leases

As of ~~June 30, 2020,~~March 31, 2021, the undiscounted future lease payments for operating and finance lease liabilities were as follows:


(in thousands)	Operating		Finance
2021 (remaining)	$	45,902	$	14,383
2022	53,179		17,655
2023	42,937		14,204
2024	34,899		11,283
2025	28,057		11,391
Thereafter	69,774		14,790
Total lease payments	274,748		83,706
Less: interest	(45,559)		(6,155)
Present value of lease liabilities	$	229,189	$	77,551

(in thousands)
2020 $ 19,748
2021 36,770
2022 30,487
2023 24,353
2024 19,141
Thereafter 53,540
Total lease payments 184,039
Less: interest (36,442)
Present value of lease liabilities $ 147,597

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

The Company’s lease activity during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019~~2020 was as follows:


(in thousands)								(in thousands)		Three Months Ended March 31,
Financial Statement Line								Financial Statement Line		2021				2020
Finance Lease Expense								Finance Lease Expense
Amortization of finance lease assets								Amortization of finance lease assets		$	4,378			$	0
Interest on obligations under finance leases								Interest on obligations under finance leases		547				0
Total finance lease expense								Total finance lease expense		$	4,925			$	0
		Six Months Ended June 30,
Financial Statement Line (in thousands)		2020				2019
Operating Lease Expense	Operating Lease Expense							Operating Lease Expense
Fixed lease expense	Fixed lease expense							Fixed lease expense
Cost of leasing and services	Cost of leasing and services			$	3,074			$	3,559		Cost of leasing and services	$	1,106			$	1,602
Selling, general and administrative	Selling, general and administrative			16,866				16,820			Selling, general and administrative	14,472				7,885
Lease impairment expense and other related charges	Lease impairment expense and other related charges			1,359				533			Lease impairment expense and other related charges	596				684
Short-term lease expense	Short-term lease expense							Short-term lease expense
Cost of leasing and services	Cost of leasing and services			13,603				14,708			Cost of leasing and services	6,379				7,300
Selling, general and administrative	Selling, general and administrative			851				1,382			Selling, general and administrative	552				386
Lease impairment expense and other related charges	Lease impairment expense and other related charges			466				—			Lease impairment expense and other related charges	0				212
Variable lease expense	Variable lease expense							Variable lease expense
Cost of leasing and services	Cost of leasing and services			3,657				1,359			Cost of leasing and services	1,802				1,832
Selling, general and administrative	Selling, general and administrative			2,131				2,085			Selling, general and administrative	1,838				867
Lease impairment expense and other related charges	Lease impairment expense and other related charges			511				—			Lease impairment expense and other related charges	176				287
Total operating lease expense	Total operating lease expense	$	42,518			$	40,446	Total operating lease expense		$	26,921			$	21,055

~~The Company initiated certain restructuring plans associated with the ModSpace acquisition~~Lease impairment expense and other related charges relate to closed locations that are no longer used in ~~order to capture operating synergies~~operations as a result of ~~integrating ModSpace into WillScot. The restructuring~~consolidation activities ~~primarily included~~within the ~~termination of leases for duplicative branches, equipment and corporate facilities. As part of these plans, certain of its leased locations were vacated and leases were terminated or impaired.~~

Company. During the ~~six~~three months ended ~~June 30, 2020, t~~heMarch 31, 2021, the Company recorded ~~$3.1~~$1.3 million in lease impairment expense and other related charges which is comprised of ~~$0.8~~$0.5 million loss on lease exit and impairment charges and ~~$2.3~~$0.8 million in closed location rent expense. During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, the Company recorded ~~$4.6~~$1.7 million in lease impairment expense and other related charges which is comprised of ~~$2.4 million in right-of-use ("ROU") asset impairment on leased locations no longer used in operations, $1.7~~$0.5 million loss on lease exit and ~~$0.5~~$1.2 million in closed location rent expense.

~~Supplemental cash flow information related to operating leases for the~~ ~~six months ended June 30, 2020~~ ~~was as follows:~~

Six Months ended June 30,
Supplemental Cash Flow Information (in thousands)
2020 2019
Cash paid for the amounts included in the measurement of lease liabilities $ 20,271 $ 19,692
Right of use assets obtained in exchange for lease obligations $ 19,242 $ 16,160

Supplemental cash flow information related to leases for the three months ended March 31, 2021 and 2020 was as follows:


(in thousands)	Three Months Ended March 31,
Supplemental Cash Flow Information	2021		2020
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	16,458	$	10,108
Financing cash outflows from finance leases	$	4,320	$	0

Right of use assets obtained in exchange for lease obligations	$	10,878	$	13,270
Assets obtained in exchange for finance leases	$	3,366	$	0

Weighted-average remaining operating lease terms and the weighted average discount rates as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 were as follows:

Lease Terms and Discount Rates June 30,
2020 December 31, 2019
Weighted-average remaining lease term 6.41 years 6.51 years
Weighted-average discount rate 6.9 % 7.0 %


Lease Terms and Discount Rates	March 31, 2021		December 31, 2020
Weighted-average remaining lease term - operating leases	6.3 years		6.4 years
Weighted-average discount rate - operating leases	5.6	%	5.7	%
Weighted-average remaining lease term - finance leases	4.5 years		4.6 years
Weighted-average discount rate - finance leases	2.9	%	2.9	%

The Company presents information related to leasing revenues in Note 3.

NOTE 5 - Inventories

Inventories ~~were comprised~~at the respective balance sheet dates consisted of ~~raw materials and consumables of $14.8 million and $15.4 million at June 30, 2020 and December 31, 2019, respectively.~~the following:


(in thousands)	March 31, 2021		December 31, 2020
Raw materials	$	21,665	$	19,560
Finished units	2,467		2,095
Inventories	$	24,132	$	21,655

NOTE 6 - Rental Equipment, net

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


(in thousands)	(in thousands)	June 30, 2020		December 31, 2019		(in thousands)	March 31, 2021		December 31, 2020
Modular units and portable storage		$	2,476,963	$	2,455,471
Modular space units						Modular space units	$	2,556,286	$	2,520,704
Portable storage units						Portable storage units	940,653		931,363
Tank and pump products						Tank and pump products	134,445		132,071
Value added products	Value added products	130,886		121,855		Value added products	148,135		143,652
Total rental equipment	Total rental equipment	2,607,849		2,577,326		Total rental equipment	3,779,519		3,727,790
Less: accumulated depreciation	Less: accumulated depreciation	(699,550)		(632,890)		Less: accumulated depreciation	(850,837)		(794,068)
Rental equipment, net	Rental equipment, net	$	1,908,299	$	1,944,436	Rental equipment, net	$	2,928,682	$	2,933,722

NOTE 7 - Goodwill

Changes in the carrying amount of goodwill were as follows:

(in thousands) Modular – US Modular – Other
North America Total
Balance at December 31, 2018 $ 213,264 $ 33,753 $ 247,017
Changes to preliminary purchase price accounting (9,331) (4,148) (13,479)
Effects of movements in foreign exchange rates — 1,639 1,639
Balance at December 31, 2019 203,933 31,244 235,177
Effects of movements in foreign exchange rates — (1,348) (1,348)
Balance at June 30, 2020 $ 203,933 $ 29,896 $ 233,829


(in thousands)
Balance at December 31, 2019	$	235,177
Acquisition of Mobile Mini	928,974
Effects of movements in foreign exchange rates	7,068
Balance at December 31, 2020	1,171,219
Changes to purchase accounting - Mobile Mini	7,199
Effects of movements in foreign exchange rates	1,003
Balance at March 31, 2021	$	1,179,421

As discussed further in Note 2, the Company acquired Mobile Mini on July 1, 2020. Goodwill was preliminarily allocated to the NA Modular, NA Storage, UK Storage and Tank and Pump segments, as defined in Note 18, in the amounts of $285.0 million, $491.8 million, $59.2 million and $100.2 million, respectively. The Company expects to finalize the valuation of the acquired net assets of Mobile Mini, including the final assignment of goodwill to reporting units, within the one-year measurement period from the date of acquisition. The Company expects any adjustments to goodwill for financial reporting to be non-deductible for income tax purposes.

The Company had 0 goodwill impairment during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 or the year ended December 31, ~~2019.~~

The Company considered the economic environment resulting from the COVID-19 pandemic as part of its review for indicators of potential impairment and reviewed qualitative information currently available in determining if it was more likely than not that the fair values of the Company’s reporting units were less than the carrying amounts as of June 30, 2020.Based on the Company’s current long-term projections and the extent of fair value in excess of carrying value at the Company's October 1, 2019 annual impairment test date, management concluded that it is not more likely than not that the fair value of the Company's reporting units were less than their carrying amount during the three and six months ended June 30, 2020 and there were no impairment indicators that would require an interim impairment test.

~~Due to the uncertain and rapidly evolving nature of the conditions surrounding the COVID-19 pandemic, changes in economic outlook may change our long-term projections.~~

NOTE 8 - Intangibles

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


		June 30, 2020													March 31, 2021
(in thousands)	(in thousands)	Remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value		(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:	Intangible assets subject to amortization:								Intangible assets subject to amortization:
ModSpace trade name		1.2	$	3,000	$	(1,875)	$	1,125

Trade name - ModSpace									Trade name - ModSpace	0.4	$	3,000	$	(2,625)	$	375
Mobile Mini customer relationships									Mobile Mini customer relationships	7.3	209,000		(18,488)		190,512
Technology									Technology	5.3	1,500		(188)		1,312
Indefinite-lived intangible assets:	Indefinite-lived intangible assets:								Indefinite-lived intangible assets:
Trade name			125,000		—		125,000
Trade name - Mobile Mini									Trade name - Mobile Mini		164,000		—		164,000
Trade name - WillScot									Trade name - WillScot		125,000		—		125,000
Total intangible assets other than goodwill	Total intangible assets other than goodwill		$	128,000	$	(1,875)	$	126,125	Total intangible assets other than goodwill		$	502,500	$	(21,301)	$	481,199


		December 31, 2019													December 31, 2020
(in thousands)	(in thousands)	Remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value		(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:	Intangible assets subject to amortization:								Intangible assets subject to amortization:
ModSpace trade name		1.7	$	3,000	$	(1,375)	$	1,625

Trade name - ModSpace									Trade name - ModSpace	0.7	$	3,000	$	(2,375)	$	625
Mobile Mini customer relationships									Mobile Mini customer relationships	8.0	217,000		(12,053)		204,947
Technology									Technology	5.5	1,500		(125)		1,375
Indefinite-lived intangible assets:	Indefinite-lived intangible assets:								Indefinite-lived intangible assets:
Trade names			125,000		—		125,000
Trade name - Mobile Mini									Trade name - Mobile Mini		164,000		—		164,000
Trade name - WillScot									Trade name - WillScot		125,000		—		125,000
Total intangible assets other than goodwill	Total intangible assets other than goodwill		$	128,000	$	(1,375)	$	126,625	Total intangible assets other than goodwill		$	510,500	$	(14,553)	$	495,947

~~For both~~As discussed in Note 2, the ~~six months ended June 30, 2020~~Company acquired Mobile Mini on July 1, 2020. The Company preliminarily recorded $164.0 million to indefinite-lived intangible assets and ~~2019,~~$210.5 million of intangibles subject to amortization related to Mobile Mini customer relationships and technology, respectively, in the ~~aggregate amount recorded to other depreciation~~NA Storage, UK Storage, and ~~amortization expense for the ModSpace trade name was $0.5 million.~~

Tank and Pump segments. The

Company expects to finalize the valuation of the acquired net assets of Mobile Mini, including the related intangible assets, within the one-year measurement period from the date of acquisition. The Company expects any adjustments to intangible assets for financial reporting to be non-deductible for income tax purposes.

Based on the carrying value at March 31, 2021, future amortization of intangible assets is expected to be as follows for the years ended December 31:


(in thousands)
2021 (remaining)	$	26,791
2022	26,416
2023	26,416
2024	26,416
2025	26,416
Thereafter	59,744
Total	$	192,199

NOTE 9 - Debt

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

(in thousands, except rates) Interest rate Year of maturity June 30, 2020 December 31, 2019
2022 Secured Notes 7.875% 2022 265,398 264,576
US ABL Facility Varies 2022 850,925 885,245
Canadian ABL Facility (a) Varies 2022 — —
2023 Secured Notes 6.875% 2023 483,643 482,768
2025 Senior Notes 6.125% 2025 636,442 —
Total debt $ 2,236,408 $ 1,632,589
Less: Current portion 265,398 —
Total long-term debt $ 1,971,010 $ 1,632,589


(in thousands, except rates)	Interest rate	Year of maturity	March 31, 2021		December 31, 2020
2025 Secured Notes	6.125%	2025	$	573,930	$	637,068
ABL Facility(a)	Varies	2025	1,326,988		1,263,833
2028 Secured Notes	4.625%	2028	491,784		491,555
Finance Leases	Varies	Varies	77,551		77,874
Total debt			2,470,253		2,470,330
Less: current portion of long-term debt			16,229		16,521
Total long-term debt			$	2,454,024	$	2,453,809

(a) As of ~~June 30, 2020~~both March 31, 2021 and December 31, ~~2019,~~2020, the Company had 0 outstanding principal borrowings on the ~~Canadian ABL~~Multicurrency Facility and ~~$1.6~~$7.6 million and ~~$2.1~~$7.9 million, respectively, of related debt issuance ~~costs, respectively. As there were 0 principal borrowings outstanding on the Canadian ABL Facility, the $1.6 million and $2.1 million of~~costs. No related debt issuance costs ~~related to that facility are~~were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $7.6 million and $7.9 million in excess of principal was included in other non-current assets on the condensed consolidated balance s~~heet as of~~ ~~June 30, 2020~~ ~~and~~ ~~December 31, 2019, respectively.~~sheets.

The Company is subject to various covenants and restrictions. The Company was in compliance with all covenants related to debt as of June 30, 2020 and December 31, 2019. Subsequent to June 30, 2020, and in connection with the Merger and related refinancing described in Note 2, the Company repaid the 2022 Secured Notes and the Asset Backed Lending Facilities ("ABL ~~Facility as described below.~~

~~ABL Facility~~Facility")

On November 29, 2017, WSWilliams Scotsman Holdings ~~WSII~~Corp ("Holdings"), Williams Scotsman International, Inc. ("WSII") and certain of its subsidiaries entered into an ABL credit agreement (the ~~“ABL~~“2017 ABL Facility”), as amended, ~~in July and August 2018,~~ that ~~provides~~provided a senior secured revolving credit facility that ~~matures~~matured on May 29, 2022.

The 2017 ABL Facility ~~consists~~consisted of (i) a ~~$1.285~~$1.3 billion asset-backed revolving credit facility ~~(the “US ABL Facility”)~~ for WSII and certain of its domestic subsidiaries (the ~~“US Borrowers”~~"2017 US ABL Facility"), (ii) a $140.0 million asset-based revolving credit facility (the ~~“Canadian~~"2017 Canadian ABL ~~Facility”~~Facility") for certain Canadian subsidiaries of WSII, ~~(the “Canadian Borrowers,” and together with the US Borrowers, the “Borrowers”),~~ and (iii) an accordion feature that ~~permits~~permitted the ~~Borrowers~~borrowers to increase the lenders’ commitments in an aggregate amount not to exceed $375.0 million, subject to the satisfaction of customary conditions and lender approval, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the 2017 ABL Facility.

~~Borrowing availability under~~On July 1, 2020, in connection with the ~~ABL Facility is equal to the lesser of $1.425 billion and the applicable borrowing bases (the “Line Cap”). The borrowing bases are a function of, among other things, the value~~completion of the ~~assets~~Merger, Holdings, WSII, and certain of its subsidiaries, entered into a new asset-based credit agreement, that provides for revolving credit facilities in the ~~relevant collateral pool. At June 30, 2020,~~aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the ~~Line Cap is $1.416 billion.~~

~~The obligations~~aggregate principal amount of $2.0 billion (the “US Facility”), available to WSII and certain of its subsidiaries (collectively, the “US Borrowers”), and (ii) a $400 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility" together with the US ~~Borrowers are unconditionally guaranteed by Holdings and each existing and subsequently acquired~~Facility, the “2020 ABL Facility”), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or organized direct or indirect wholly-owned US organized restricted subsidiary of Holdings, other than excluded subsidiaries (together with Holdings, the "US Guarantors"). The obligations of the Canadian Borrowers are unconditionally guaranteedEuros by the US Borrowers, and certain of WSII’s wholly-owned subsidiaries organized in Canada and in 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 (togetherUK. On July 1, 2020, in connection with the completion of the Merger, approximately $1.5 billion of proceeds from the 2020 ABL Facility were used to repay the 2017 ABL Facility and the asset-backed lending facility assumed in the transaction with Mobile Mini, as well as to pay fees and expenses related to the Merger and the debt financing transactions. In connection with the repayment of the 2017 ABL facility, the Company wrote off $4.4 million of deferred financing costs to loss on extinguishment of debt in the third quarter of 2020. The 2020 ABL Facility matures July 1, 2025.

Borrowings under the 2020 ABL Facility initially bear interest at (i) in the case of US ~~Guarantors,~~Dollars, at WSII’s option, either an adjusted LIBOR rate plus 1.875% or an alternative base rate plus 0.875%, (ii) in the ~~"ABL Guarantors")~~case of Canadian Dollars, at WSII’s option, either a Canadian BA rate plus 1.875% or Canadian prime rate plus 0.875%, and (iii) in the case of Euros and British Pounds Sterling, an adjusted LIBOR rate plus 1.875%.

The 2020 ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of 0.225% per annum. At ~~June 30, 2020, the~~March 31, 2021, the weighted average interest rate for borrowings under the 2020 ABL ~~Facility~~Facility was ~~2.70%~~ 1.99%. ~~The~~The weighted average interest rate on the balance outstanding as of March 31, 2021, as adjusted for the effects of the interest rate swap agreements was ~~4.03%~~2.85%. Refer to Note 1516 for a more detailed discussion on interest rate management.

Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate Revolver Commitments and (ii) the Line Cap. At ~~June 30, 2020,~~March 31, 2021, the Line Cap was $2.4 billion and the Borrowers had ~~$540.5 million~~$1.0 billion of available borrowing capacity under the 2020 ABL Facility, including ~~$409.6~~$620.4 million under the US ~~ABL~~ Facility and ~~$130.9~~$400.0 million under the ~~Canadian ABL~~Multicurrency Facility. ~~At December 31, 2019, the Borrowers had $509.1 million of available borrowing~~Borrowing capacity under the 2020 ABL Facility ~~including $369.3~~is made available for up to $205.9 million ~~under the US ABL Facility~~of letters of credit and ~~$139.8~~up to $170.0 million ~~under the Canadian ABL Facility.~~

of swingline loans. At March 31, 2021, letters of credit and bank guarantees carried fees of 2.00%. The Company had issued ~~$10.4~~$14.1 million of standby letters of credit under the 2020 ABL Facility at ~~June 30, 2020 and December~~March 31, ~~2019. At June 30, 2020, letters of credit and guarantees carried fees of 2.625%.~~2021.

The Company had~~$865.0 million~~ ~~and $903.0 million in~~$1.4 billion outstanding principal under the 2020 ABL Facility at ~~June 30, 2020 and December~~March 31, ~~2019, respectively.~~

2021. Debt issuance costs ~~and discounts~~ of ~~$14.1~~$38.5 million ~~and $17.8 million are~~were included in the carrying value of the US2020 ABL Facility at ~~June 30, 2020 and December~~March 31, ~~2019, respectively.~~

In connection with the Merger and related financing transactions, on July 1, 2020, the Company entered into the New ABL Facility and repaid the ABL Facility as described in Note 2 – Acquisitions and Related Financings.

2021.

2022 Senior Secured Notes

~~As of June 30, 2020,~~ WSII had $270.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured Notes”).

~~Unamortized debt issuance costs pertaining to the 2022 Secured Notes were~~ ~~$4.6 million~~ ~~and $5.4 million as of June 30, 2020 and December 31, 2019, respectively.~~

In connection with the Merger and related financing transactions ~~on July 1,~~in the third quarter of 2020, using proceeds from the 2025 Secured Notes discussed below, the Company redeemed all of its 2022 Secured Notes and paid a make whole premium of $10.6 million which will be included in the loss from extinguishment expenses recorded in July 2020. The 2022 Secured Notes are classified as current at June 30, 2020 as the Company utilized cash in the escrow account classified as Restricted cash on the condensed consolidated balance sheet to repay these notes.

Notes.

2023 Senior Secured Notes

~~On August 6, 2018, a finance subsidiary~~WSII had $490.0 million of ~~WSII completed a private offering of $300.0 million in aggregate principal amount of its~~ 6.875% senior secured notes due August 15, 2023 (the ~~“Initial 2023~~“2023 Secured Notes”). ~~Interest is payable semi-annually on February 15 and~~On August 1511, 2020, WSII redeemed 10% of ~~each year, beginning February 15, 2019.~~

~~On May 14, 2019, WSII completed a tack-on offering of $190.0 million in aggregate principal amount to~~ the Initial 2023 Secured Notes (the "Tack-on Notes"). The Tack-on Notes were issued as additional securities under an original indenture. The Tack-On Notes and the Initial 2023 Secured Notes are treated as a single class of debt securities under the indenture (the "2023 Secured Notes") and together with the 2022 Secured Notes, the "Senior Secured Notes"). The Tack-On Notes have identical terms to the Initial 2023 Secured Notes, other than with respect to the issue date and issue price. WSII incurred a total of $3.0 million in debt issuance costs in connection with the tack-on offering, which were deferred and are being amortized through the August 15, 2023 maturity date. The Tack-on Notes were issued at a premium of $0.5 million which is being amortized through the August 15, 2023 maturity date.

~~Unamortized debt issuance costs and discounts, net of~~ ~~premium, pertaining to the 2023 Secured Notes were $6.4 million and $7.2 million as of June 30, 2020 and December 31, 2019, respectively.~~

~~2023 Senior Unsecured Notes~~

Prior to June 30, 2019, the Company held $200.0 million in aggregate principal amount of senior unsecured notes due November 15, 2023 (the “Unsecured Notes”). On June 19, 2019 (the "Redemption Date"), WSII used proceeds from the WillScot US ABL Facility to redeem all $200.0 million in aggregate outstanding principal amount of the ~~Unsecured~~2023 Secured Notes, at$49.0 million. On August 25, 2020, the Company completed a ~~redemption price~~private offering of ~~102.0%, plus a make-whole premium~~its 2028 Secured Notes, discussed below, and used the offering proceeds to repay, along with expenses, the $441.0 million outstanding principal amount of 1.126% and any accrued and unpaid interest to, but not including, the Redemption Date. The Company recorded a loss on extinguishment of $7.2 million during the second quarter of 2019, which included $6.2 million of make-whole premiums and $1.0 million related to the write-off of unamortized deferred financing fees.

its 2023 Secured Notes.

2025 Senior Secured Notes

~~As more fully described in Note 2 – Acquisitions and Related Financing Transactions,~~In anticipation of the Merger, on June 15, 2020, Picasso Finance Sub, Inc., a newly-formed indirect finance subsidiary (the “Finance Sub”) of the Company, completed a private offering of $650.0 million in aggregate principal amount of its 6.125% senior secured notes due ~~2025.~~2025 (the “2025 Secured Notes”). Finance Sub was merged into WSII on July 1, 2020. The offering proceeds were used to repay the 2022 Secured Notes, repay Mobile Mini senior notes assumed in the acquisition and pay certain fees and expenses related to the Merger and the related financing transactions.

On March 26, 2021, using cash on hand and borrowings on the 2020 ABL Facility, the Company redeemed 10% of the outstanding principal, $65.0 million, of its 2025 Secured Notes and recorded ~~$13.6~~a loss on extinguishment of debt in the condensed consolidated statement of operations of $3.2 million incomprised of a redemption premium of $1.9 million and write off of unamortized deferred financing fees ~~related to~~of $1.3 million in the ~~2025 secured notes.~~first quarter of 2021.

The 2025 ~~secured notes~~Secured Notes mature on June 15, ~~2025. They~~2025 and bear interest at a rate of 6.125% per annum. Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020. Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $11.1 million as of March 31, 2021.

2028 Senior Secured Notes

On August 25, 2020, the Company, completed a private offering of $500.0 million in aggregate principal amount of 4.625% senior secured notes due 2028 (the “2028 Secured Notes”). The 2028 Secured Notes mature on August 15, 2028. They bear interest at a rate of 4.625% per annum. Interest is payable semi-annually on August 15 and February 15 of each year, beginning February 25, 2021. Unamortized deferred financing cost pertaining to the 2028 Secured Notes were $8.2 million as of March 31, 2021.

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of March 31, 2021 and December 31, 2020.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment. At March 31, 2021 and December 31, 2020, obligations under finance leases for certain real property and transportation related equipment were $77.6 million and $77.9 million, respectively. Refer to Note 4 for further information.

NOTE 10 – Equity

~~Common Stock~~

Common Stock

On June 30, 2020, as contemplated by the Merger Agreement, ~~and pursuant to the terms of an exercise notice delivered by~~ Sapphire ~~Holdings,~~Holding S.à r.l. ("Sapphire Holdings"), an affiliate of TDR Capital ~~to WillScot, Sapphire Holdings~~LLP (“TDR Capital”), exchanged each of its shares of common stock ~~par value $0.0001 per share,~~ of ~~Holdings, pursuant to that certain existing exchange agreement, between WillScot and Sapphire~~ Holdings for 1.3261 shares of newly issued WillScot Class A ~~common stock~~Common Stock (the ~~“Sapphire Exchange”~~"Sapphire Exchange"). As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B ~~common stock,~~Common Stock, par value $0.0001 per share (the "Class B ~~common stock"~~Common Stock"), were automatically canceled for no consideration and the existing exchange agreement was automatically terminated. As a result of the Sapphire Exchange, Sapphire Holdings became a wholly-owned subsidiary of WillScot. Sapphire Holdings received 10,641,182 shares of ~~Class A common stock~~Common Stock of WillScot in the Sapphire ~~Exchange (the “Exchange Shares”).~~

Exchange. Prior to the Sapphire Exchange, Sapphire ~~Holdings~~Holdings' ownership of Holdings was recorded as a non-controlling interest in the condensed consolidated financial statements. ~~Effective as of June 30, 2020, due~~Subsequent to the Sapphire Exchange, the

Company's subsidiaries are each wholly owned and there is no non-controlling interest. As a result of the Sapphire Exchange, non-controlling interest of $63.9 million was reclassified to $66.9 million of additional paid-in-capital and $(3.0) million to accumulated other comprehensive loss, on the condensed consolidated balance sheet.

In connection with the Sapphire Exchange, stock compensation vesting event described in Note 14 and the warrant exercises described below, the Company issued 12,414,378 shares of Class A common stock during the six months ended June 30, 2020.

~~In conjunction with the~~ Merger on July 1, 2020, the Company issued ~~106,428,908~~106,426,722 shares of Class A ~~common stock~~Common Stock in exchange for Mobile Mini ~~common stock~~Common Stock outstanding and subsequently filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of the Class A ~~common stock~~Common Stock and converted such shares into shares of ~~common stock,~~Common Stock, par value $0.0001 per share, of WillScot Mobile Mini. ~~As of July 31, 2020,~~

On March 1, 2021, the Company ~~had 227,721,220~~repurchased and cancelled 2,750,000 shares of its Common Stock from Sapphire Holdings.

In connection with the stock compensation vesting events and stock option exercises described in Note 15, and the warrant exercises described below, the Company issued 570,197 shares of Common Stock during the three months ended March 31, 2021.

Stock Repurchase Program

On August 7, 2020, the Company's Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $250 million of its outstanding shares of Common Stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting, and other considerations.

The Company may repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and is conducted subject to the covenants in the agreements governing the Company's indebtedness.

During the three months ended March 31, 2021, the Company repurchased 3,056,217 shares of Common Stock and stock equivalents for $81.6 million, including the shares repurchased from Sapphire Holdings noted above. As of March 31, 2021, $133.9 million of the approved repurchase pool remains available.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2021 and 2020 were as follows:


(in thousands)	Foreign currency translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2020	$	(24,694)	$	(12,513)	$	(37,207)
Other comprehensive income (loss) before reclassifications	5,034		(760)		4,274
Reclassifications from AOCI to income	0		2,937		2,937

Balance at March 31, 2021	$	(19,660)	$	(10,336)	$	(29,996)


(in thousands)	Foreign currency translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2019	$	(52,982)	$	(9,793)	$	(62,775)
Other comprehensive loss before reclassifications	(21,144)		(10,330)		(31,474)
Reclassifications from AOCI to income	0		1,572		1,572
Less other comprehensive loss attributable to non-controlling interest	1,913		790		2,703
Balance at March 31, 2020	$	(72,213)	$	(17,761)	$	(89,974)

For the three months ended March 31, 2021 and 2020, $2.9 millionand $1.6 million, respectively, was reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 16. Associated with these reclassifications, the Company recorded a tax expense of $0.7 million and $0.0 million for the three months ended March 31, 2021 and 2020, respectively.

NOTE 11 – Warrants

Warrants

2015 Public Warrants

WillScot was incorporated under the name Double Eagle Acquisition Corporation ("DEAC") on June 26, 2015. On November 29, 2017, DEAC acquired Williams Scotsman International, Inc. (“WSII”) from Algeco Scotsman Global S.à.r.l., which is majority owned by an investment fund managed by TDR Capital (the “Business Combination”). In connection with the Business Combination, DEAC domesticated to Delaware and changed its name to WillScot Corporation.

As part of its initial public offering, DEAC issued warrants (the “2015 Public Warrants”). Each 2015 Public Warrant entitled the holder to purchase one-half of one share of Common Stock at a price of $5.75 per half share (or $11.50 per whole share), subject to adjustment. On January 24, 2020, the Company delivered a notice (the ~~“Redemption Notice”~~"Redemption Notice") to redeem all of its ~~outstanding warrants to purchase the Company’s Class A common stock, which were issued under the warrant agreement, dated September 10,~~ 2015 ~~by and between Double Eagle and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), as part of the units sold in Double Eagle's initial public offering~~Public Warrants that remained unexercised on February 24, 2020. As further described in the Redemption Notice and permitted under the Warrant Agreement, holders of these warrants who exercised them following the date of the Redemption Notice were required to do so on a cashless basis. From January 1, 2020 through January 24, 2020, 796,610 warrants were exercised for cash, resulting in the Company receiving cash proceeds of $4.6 million and the Company ~~issued~~issuing 398,305 shares of the Company's Class A ~~common stock.~~Common Stock. After January 24, 2020 through February 24, 2020, 5,836,048 warrants were exercised on a cashless basis. An aggregate of 1,097,162 shares of the Company's Class A ~~common stock~~Common Stock was issued in connection with these exercises. Thereafter, the Company completed the redemption of 38,509 remaining warrants under the Redemption Notice for $0.01 per warrant. At March 31, 2020, 0 Public Warrants were outstanding.

~~At June 30, 2020~~,2015 Private Warrants

DEAC also issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”). Each 2015 Private Warrant entitles the ~~Company has~~ ~~9,782,106~~ ~~warrants each, exercisable for 1~~holder to purchase one-half of one share ~~with an exercise price~~ of ~~$15.50 and~~ ~~17,561,700 warrants exercisable for one half share with an exercise~~Common Stock at a price of $5.75 ~~outstanding.~~

per half share (or $11.50 per whole share), subject to adjustment. Additionally, if held by certain original investors (or their permitted assignees), the 2015 Private Warrants may be exercised on a cashless basis and are not subject to redemption. The 2015 Private Warrants expire on November 29, 2022. During the three months ended March 31, 2021, 630,000 2015 Private Warrants were repurchased for $4.8 million and cancelled.

2018 Warrants

In connection with the Modular Space Holdings ("ModSpace") acquisition in 2018, WillScot issued warrants to purchase approximately 10.0 million shares of Common Stock (the "2018 Warrants") to former shareholders of ModSpace. Each 2018 Warrant entitles the holder thereof to purchase 1 share of Common Stock at an exercise price of $15.50 per share, subject to potential adjustment. During the three months ended March 31, 2021, 203,161 2018 Warrants were repurchased for $2.0 million and cancelled.

~~Accumulated Other Comprehensive Loss~~At March 31, 2021, the Company had 9,527,080 2018 Warrants and 12,080,000 2015 Private Warrants outstanding.

The ~~changes~~Company accounted for its warrants in ~~accumulated other comprehensive loss ("AOCL"), net of tax,~~the following ways: (i) the 2015 Private Warrants as liabilities for all periods presented, (ii) the ~~six months ended~~2015 Public Warrants as liabilities through their final redemption in February 2020 and (iii) the 2018 Warrants as liabilities until June 30, 2020, the date all issued and ~~2019~~outstanding shares of the Company's Class B Common Stock were ~~as follows:~~

(in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total
Balance at December 31, 2019 $ (52,982) $ (9,793) $ (62,775)
Total other comprehensive loss prior to reclassifications (21,144) (10,330) (31,474)
Reclassifications to the statements of operations — 1,572 1,572
Less other comprehensive loss attributable to non-controlling interest 1,913 790 2,703
Balance at March 31, 2020 (72,213) (17,761) (89,974)
Total other comprehensive income (loss) prior to reclassifications 7,982 (1,642) 6,340
Reclassifications to the statements of operations — 2,617 2,617
Less other comprehensive income attributable to non-controlling interest (730) (88) (818)
Impact of elimination of non-controlling interest on accumulated other comprehensive income (1,299) (1,673) (2,972)
Balance at June 30, 2020 $ (66,260) $ (18,547) $ (84,807)

(in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total
Balance at December 31, 2018 $ (62,608) $ (5,418) $ (68,026)
Total other comprehensive income (loss) prior to reclassifications 4,115 (2,636) 1,479
Reclassifications to statements of operations — 435 435
Less other comprehensive loss (income) attributable to non-controlling interest (364) 198 (166)
Balance at March 31, 2019 (58,857) (7,421) (66,278)
Total other comprehensive income (loss) prior to reclassifications 4,321 (4,500) (179)
Reclassifications from AOCI to income — 613 613
Less other comprehensive loss (income) attributable to non-controlling interest (397) 351 (46)
Balance at June 30, 2019 $ (54,933) $ (10,957) $ (65,890)

~~For the six months ended June 30, 2020 and 2019, $4.2 million~~ an~~d $1.2 million, respectively, was reclassified from AOCL into the condensed consolidated statement of operations within interest expense related to the interest rate swaps discussed in Note 15.~~cancelled. The Company ~~did 0t record a tax benefit f~~ordetermined the ~~three and six months ended June 30, 2020, associated with this reclassification.~~ ~~For~~following fair values for the ~~three and six months ended June 30, 2019, the Company~~outstanding common stock warrants recorded ~~a tax benefit of $1.2 million and $1.9 million, respectively, associated with this reclassification.~~as liabilities:


(in thousands)	March 31, 2021		December 31, 2020 (as restated)
2015 Private Warrants	$	99,781	$	77,404

NOTE 1112 – Income Taxes

The Company recorded ~~$(0.3)~~income tax expense of $10.5 million and ~~$0.5 million of income tax (benefit) expense for the three and six months ended June 30, 2020, respectively and $(1.2) million and $(0.8)~~$0.8 million for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2021 and 2020, respectively.

The Company’s effective tax rate for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 was ~~(2.3)%~~70.2% and 0.85%, ~~and 5.2%, respectively, and 9.4% and 3.6% for the same periods in 2019.~~ respectively.

The ~~income~~effective tax ~~(benefit) expense~~rate for the three ~~and six~~ months ended ~~June 30, 2020 is~~March 31, 2021 significantly differs from the US federal statutory rate of 21% primarily ~~a result of the benefit from reversal of valuation allowance~~ due to ~~pre-tax income offset by net increase in expense for certain discrete items recorded in~~ the ~~respective quarters, mainly driven by legislative enactments.~~permanent add-back related to the mark to market accounting on the Company’s warrants. The ~~income~~effective tax ~~benefit~~rate for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 is significantly different form the US statutory rate of 21% primarily ~~from discrete items recorded in~~because the ~~respective quarters, including state legislative enactments and uncertain tax position reversals.~~Company did not recognize benefits for its pre-tax losses due to valuation allowances.

NOTE 1213 - Fair Value Measures

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:


Level 1 -			Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 -			Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3 -			Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions

The Company has assessed that the fair value of cash and cash equivalents, ~~restricted cash,~~ trade receivables, trade payables, and other current liabilities approximate their carrying amounts. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at March 31, 2021 approximate their respective book values.

Prior to their redemption, the Company’s 2015 Public Warrants traded in active markets. When classified as liabilities, warrants traded in active markets with sufficient trading volume represent Level 1 financial instruments as they are publicly traded in active markets and thus have observable market prices which are used to estimate the fair value adjustments for the related common stock warrant liabilities. When classified as liabilities, warrants not traded in active markets, or traded with insufficient volume, represent Level 3 financial instruments that are valued using a Black-Scholes option-pricing model to estimate the fair value adjustments for the related common stock warrant liabilities.

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

June 30, 2020 December 31, 2019
Carrying Amount Fair Value Carrying Amount Fair Value
(in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
US ABL Facility $ 850,925 $ — $ 865,000 $ — $ 885,245 $ — $ 903,000 $ —
Canadian ABL Facility — — — — — — — —
2022 Secured Notes 265,398 — 281,003 — 264,576 — 282,250 —
2023 Secured Notes 483,643 — 505,754 — 482,768 — 517,334 —
2025 Secured Notes 636,442 — 664,788 — — — — —
Total $ 2,236,408 $ — $ 2,316,545 $ — $ 1,632,589 $ — $ 1,702,584 $ —


	March 31, 2021								December 31, 2020
	Carrying Amount		Fair Value						Carrying Amount		Fair Value
(in thousands)			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
ABL Facilities	$	1,326,986	$	0	$	1,365,500	$	0	$	1,263,833	$	0	$	1,304,612	$	0


2025 Secured Notes	573,930		0		621,873		0		637,068		0		694,876		0
2028 Secured Notes	491,784		0		508,395		0		491,555		0		518,820		0
Total	$	2,392,700	$	0	$	2,495,768	$	0	$	2,392,456	$	0	$	2,518,308	$	0

~~The~~As of March 31, 2021, the carrying ~~value~~values of the US ABL ~~Facility,~~Facilities, the ~~2022 Secured Notes, the 2023~~2025 Secured Notes, and the ~~2025~~2028 Secured Notes ~~includes~~ ~~$14.1 million~~, ~~$4.6 million,~~include $~~6.4~~38.5 million, $11.1 million, and ~~$13.6~~$8.2 million,, respectively, of unamortized debt issuance costs, ~~as of June 30, 2020,~~ which are presented as a direct reduction of the corresponding liability. ~~The~~As of December 31, 2020, the carrying value of the US ABL ~~Facility,~~Facilities, the ~~2022~~2025 Secured Notes, and the ~~2023~~2028 Secured Notes includes ~~$17.8~~$40.8 million, ~~$5.4~~$12.9 million, and ~~$7.2~~$8.4 million, respectively, of unamortized debt issuance costs, ~~as of December 31, 2019,~~ which are presented as a direct reduction of the corresponding liability.

The carrying value of the ~~US and Canadian~~ ABL Facilities, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair value of the ~~2022 Secured Notes, the 2023~~2025 Secured Notes and the ~~2025~~2028 Secured Notes is based on their last trading price at the end of each period obtained from a third party. The location and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheet are disclosed in Note ~~15.~~16.

The following table shows the carrying amounts and fair values of financial liabilities which are measured at fair value:


	March 31, 2021								December 31, 2020
									(as restated)
	Carrying Amount		Fair Value						Carrying Amount		Fair Value
(in thousands)			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
2015 Private warrants	$	99,781	$	0	$	0	$	99,781	$	77,404	$	0	$	0	$	77,404


Total	$	99,781	$	0	$	0	$	99,781	$	77,404	$	0	$	0	$	77,404

Level 3 Disclosures

When the 2015 Private Warrants and 2018 Warrants were classified as liabilities, the Company utilized a Black Scholes option-pricing model to value the warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of operations. The estimated fair value of the common stock warrant liability was determined using Level 3 inputs. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its ordinary shares based on historical volatility that matched the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipates to remain at zero.

The 2018 Warrants were reclassified to equity at June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled. As such, they were not recorded at fair value at at March 31, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements:


	March 31, 2021			March 31, 2020
				(as restated)
(in thousands)	2015 Private Warrants			2015 Private Warrants			2018 Warrants
Stock Price	$	27.75		$	10.13		$	10.13
Strike Price	$	11.50		$	11.50		$	15.50
Expected Life	1.66			2.66			2.66
Volatility	43.62		%	42.27		%	42.27		%
Risk Free rate	0.13		%	0.27		%	0.27		%
Dividend yield	0			0			0
Fair value of warrants	$	16.52		$	2.31		$	1.39

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


(in thousands)	2015 Private Warrants
Balance - December 31, 2020 (as restated)	$	77,404
Repurchases	(4,679)
Measurement adjustments	27,056
Balance - March 31, 2021	$	99,781

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2020:


(in thousands)	2015 Private Warrants (as restated)		2018 Warrants (as restated)
Balance - December 31, 2019	$	72,705	$	58,369
Exercises	0		(41)
Measurement adjustments	(52,510)		(44,475)
Balance - March 31, 2020	$	20,196	$	13,853

NOTE 1314 - Restructuring

Restructuring costs include charges associated with exit or disposal activities that meet the definition of restructuring under FASB ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”). The Company's restructuring plans are generally country or region specific and are typically completed within a ~~one year~~one-year period. Restructuring costs incurred under these plans include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) ~~non lease~~other related costs associated with exit or disposal activities, including but not limited to, costs for consolidating or closing ~~facilities.~~facilities other than lease costs accounted for under ASC 842. Costs related to the integration of acquired businesses that do not meet the definition of restructuring under ASC 420, such as employee training costs, duplicate facility costs and professional services expenses, are included within SG&A expense.

The following is a summary of the activity in the Company’s restructuring accruals for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three Months Ended June 30,
(in thousands) 2020 2019
Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total
Balance at beginning of the period - March 31, 2020 $ 168 $ — $ 168 $ 2,847 $ 38 $ 2,885
Reclassification of liability to operating lease asset at the adoption of ASC 842(a) — — — — (476) (476)
Charges 743 5 748 123 1,509 1,632
Cash payments (387) — (387) (1,704) — (1,704)
Foreign currency translation 1 — 1 5 — 5
Non-cash movements — (5) (5) (128) (1,071) (1,199)
Balance at end of period $ 525 $ — $ 525 $ 1,143 $ — $ 1,143

Six Months Ended June 30,
(in thousands) 2020 2019
Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total
Balance at beginning of the period - December 31, 2020 $ 447 $ — $ 447 $ 4,544 $ 972 $ 5,516
Reclassification of liability to operating lease asset at the adoption of ASC 842(a) — — — — (1,415) (1,415)
Charges 671 17 688 1,630 1,658 3,288
Cash payments (594) — (594) (4,932) — (4,932)
Foreign currency translation 1 — 1 29 — 29
Non-cash movements — (17) (17) (128) (1,215) (1,343)
Balance at end of period $ 525 $ — $ 525 $ 1,143 $ — $ 1,143

~~The restructuring charges for the three~~ ~~and six months ended June 30, 2020 are primarily driven by termination costs related to reductions in force as a result of COVID-19.~~


	Three Months Ended March 31,
	2021						2020
(in thousands)	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Beginning balance	$	1,750	$	0	$	1,750	$	447	$	0	$	447

Charges	3,142		0		3,142		(72)		12		(60)
Cash payments	(137)		0		(137)		(207)		0		(207)

Non-cash movements	(1,437)		0		(1,437)		0		(12)		(12)
Ending balance	$	3,318	$	0	$	3,318	$	168	$	0	$	168

The restructuring charges for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2021 are primarily ~~relate to employee~~driven by termination costs ~~in order to capture operating synergies~~ as a result of ~~integrating ModSpace into WillScot. These costs were~~the elimination of positions due to the Merger. The restructuring charges for the three months ended March 31, 2020 primarily relate to the termination of employees in connection with ~~the consolidation of overlapping facilities and functions within the existing business.~~ModSpace acquisition.

~~Segment~~Segmentss (as defined in Note 18)

The ~~$0.7~~$3.1 million of restructuring charges for the three months ended ~~June 30, 2020~~March 31, 2021 includes ~~$0.6~~$1.0 million of charges related to the NA Modular ~~- US~~ segment, ~~and less than $0.1~~$0.7 million of charges r~~elated~~related to the ~~Modular - Other North America segment.~~

~~The $1.6~~NA Storage segment, and $1.4 million of ~~restructuring~~unallocated charges.

Restructuring charges for the three months ended ~~June 30, 2019 includes $1.7 million of charges related~~March 31, 2020 pertain to the NA Modular ~~- US segment, offset by a reversal of $(0.1) million of charges related to the Modular - Other North America~~ segment.

~~The~~ ~~$0.7 million~~ ~~of restructuring charges for the~~ ~~six months ended June 30, 2020~~ ~~includes~~ ~~$0.6 million~~ ~~of charges pertaining to the Modular - US segment and $0.1 million of charges pertaining to the Modular - Other North America segment.~~

~~The $3.3 million of re~~structuring charges for the six months ended June 30, 2019 include $2.9 million charges pertaining to the Modular - US segment and $0.4 million of charges related to the Modular - Other North America segment.

NOTE 1415 - Stock-Based Compensation

~~During~~Prior to the ~~six months ended June 30, 2020, 174,020 time-based restricted~~Merger, stock ~~units ("Time-Based RSUs"), 65,959 restricted stock~~ awards ~~("RSAs"), and 202,923 market-based restricted stock units ("Market-Based RSUs", and together with the Time-Based RSUs, the "RSUs")~~ were granted under the WillScot Corporation 2017 Incentive Award Plan (the ~~"Plan"~~"2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs"). 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. The plan amended and restated in its entirety the 2017 Incentive Plan. As a result, all historical and future incentive awards to the Company's Board of Directors, executive officers and employees, as determined by the Company's Compensation Committee ("the Comp Committee"), are granted under the 2020 Incentive Plan. The 2020 Incentive Plan is administered by the Comp Committee. Under the 2020 Incentive Plan, the Comp Committee may grant an aggregate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards. Stock-based payments, including the grant of stock options, RSAs and RSUs, are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur.

~~During the six months ended June 30, 2020, 323,678~~Stock-based compensation expense includes grants of stock options, time-based RSUs ("Time-Based RSUs") and performance-based RSUs ("Performance-Based RSUs", together with Time-Based RSUs, ~~52,755 RSAs, and 133,547 stock options vested in accordance with their terms, resulting~~the "RSUs"). The 2020 Incentive Plan continues the former Market-Based RSUs renamed as "Performance-Based RSUs." RSUs are recognized in the ~~issuance~~financial statements based on their fair value. In addition, stock-based payments to non-executive directors include grants of ~~238,927 shares~~RSAs. Time-Based RSUs and RSAs are valued based on the intrinsic value of ~~Class A common stock~~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. Performance-Based RSUs are valued based on a Monte Carlo simulation model to ~~participants, net~~reflect the impact of the Performance-Based RSUs market condition. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided.

~~of 84,751 shares withheld to cover taxes. During~~Restricted Stock Awards

The following table summarizes the ~~six~~Company's RSA activity for the three months ended ~~June 30, 2020, 15,106 Time-Based RSUs and 12,700 Market-Based RSUs were forfeited.~~March 31,:

At June 30, 2020, 65,959 RSAs, 900,541 Time-Based RSUs, 478,504 Market-Based RSUs, and 253,328 stock options were unvested, with weighted average grant date fair values of $11.75, $13.49, $14.71, and $5.51, respectively.

~~RSAs~~


	2021			2020
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31,	57,448	$	11.75	52,755	$	14.69



Balance March 31,	57,448	$	11.75	52,755	$	14.69

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was ~~$0.3~~$0.2 million and ~~$0.2~~$0.2 million for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. ~~Compensation expense for RSAs on the condensed consolidated statements of operations was $0.5 million~~ ~~and~~ ~~$0.5 million~~ ~~for the six months ended June 30, 2020 and 2019, respectively, with associated tax benefits of $0.0 million and $0.1 million.~~ At ~~June 30, 2020,~~March 31, 2021, there wwas $0.1 million o~~as $0.7 million of~~f unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of ~~0.9 years.~~0.1 years.

Time-Based RSUs

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


	2021			2020
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31,	1,125,766	$	13.44	1,065,305	$	12.78
Granted	405,505	27.20		174,020	16.78
Forfeited	(33,238)	13.62		(15,106)	13.45
Vested	(144,204)	12.92		(323,678)	12.93
Balance March 31,	1,353,829	$	17.61	900,541	$	13.49

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was ~~$1.2~~$2.1 million and ~~$1.2~~$1.0 million for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $2.2 million and $1.9 million for the six months ended June 30, 2020 and 2019, respectively, with associated tax benefits of $0.0 million ~~and $0.2 million.~~ At ~~June 30, 2020,~~March 31, 2021, unrecognized compensation cost related to Time-Based RSUs totaled ~~$10.8~~$24.0 millionand is expected to be recognized over the remaining weighted average vesting period of ~~2.5~~2.9 years.

~~Market-Based~~Included in restructuring costs for the three months ended 2021 was expense of approximately $1.1 million recognized as a result of the modification of certain RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer.

Performance-Based RSUs

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


	2021			2020
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31,	593,388	$	14.88	288,281	$	13.22
Granted	397,981	39.10		202,923	16.82
Forfeited	(10,886)	14.70		(12,700)	14.70

Balance March 31,	980,483	$	24.70	478,504	$	14.71

Compensation expense for ~~Market-Based~~Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was ~~$0.6~~$1.0 million and ~~$0.3~~$0.4 million for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. ~~Compensation expense for Market-Based RSUs recognized in SG&A~~ ~~on the condensed consolidated statements of operations was $0.9 million and $0.4 million for the six months ended June 30, 2020 and 2019, respectively,~~ ~~withassociated tax benefits~~ ~~of $0.0 million and $0.1 million~~. At ~~June 30, 2020,~~March 31, 2021, unrecognized compensation cost related to ~~Market-Based~~Performance-Based RSUs totaled ~~$5.1~~ $19.5 million ~~and~~and is expected to be recognized over the remaining vesting ~~period~~period of 2.1 yyears.

Included in restructuring costs for the three months ended 2021 was expense of approximately $0.3 million recognized as a result of the modification of certain Performance-Based RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer.

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.

~~ears.~~

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

For 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. The target number of RSUs may be adjusted from 0% to 150% based on the TSR attainment levels defined by the Company's Compensation Committee. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 150% (for performance at or above the 75% percentile).

Stock ~~Option Awards~~Options

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


	WillScot Options	Weighted-Average Exercise Price per Share		Converted Mobile Mini Options	Weighted-Average Exercise Price per Share
Balance December 31 , 2020	534,188	$	13.60	2,031,455	$	14.78
Forfeited	0	$	13.60	(6,240)	12.19
Exercised	0	$	13.60	(346,247)	15.89
Balance March 31, 2021	534,188	$	13.60	1,678,968	14.57

Fully vested and exercisable options, December 31, 2020	267,094	$	13.60	1,678,968	$	14.57
Vested	133,547	$	13.60	0	$	0
Fully vested and exercisable options, March 31, 2021	400,641	$	13.60	1,678,968	$	0

The following table summarizes the Company's stock option activity:


	WillScot Options	Weighted-Average Exercise Price per Share
Balance, December 31, 2019	534,188	$	13.60


Balance, March 31, 2020	534,188	$	13.60

Fully vested and exercisable options, December 31, 2019	133,547	$	13.60
Vested	133,547	$	13.60
Fully vested and exercisable options, March 31, 2020	267,094	$	13.60

WillScot Options

Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, ~~was~~was $0.2 million and ~~$0.2~~$0.2 million for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. ~~Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.4 million~~ ~~and $0.4 million for the six months ended June 30, 2020 and 2019, respectively, with associated tax benefits of $0.0 million~~and ~~$0.1 million.~~ At ~~June 30, 2020,~~March 31, 2021, unrecognized compensation c~~ost related~~cost related to stock option awards totaled ~~$1.3~~$0.7 million and is expected to be recognized over the remaining vesting period oof 1.0 year~~f 1.7~~. ~~years.~~

~~2020 Incentive Plan~~

On June 24, 2020, WillScot’s stockholders approved the Company’s 2020 Incentive Award Plan (the “2020 Incentive Plan”), subject to completion of the Merger. The plan amends and restates in its entirety the WillScot Corporation 2017 Incentive Award Plan, as amended. As a result, all future incentive awards to the Company’s executive officers, including as contemplated by such officers’ employment agreements, in connection with the completion of the Merger or otherwise as determined by the Company’s compensation committee and the Board, as applicable, will be granted under the 2020 Incentive Plan. On July 2, 2020, the Company issued 122,332 performance based stock units ("PSUs") and 458,841 RSUs under the 2020 Incentive Plan.

NOTE 1516 - Derivatives

On November 6, 2018, ~~WSII~~the Company entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converts $400.0 million in aggregate notional amount of variable-rate debt under the Company’s ~~current and new~~ ABL Facility into fixed-rate debt. The Swap Agreement will terminate on May 29, 2022. Under the terms of the Swap Agreement, the Company receives a floating rate equal to ~~1 month~~one-month LIBOR and makes payments based on a fixed rate of 3.06% on the notional amount. The receive rate under the terms of the Swap Agreement was ~~0.18%~~0.11% and ~~1.74%~~0.15% at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

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 location and the fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows:

(in thousands) Balance Sheet Location June 30, 2020 December 31, 2019
Cash Flow Hedges:
Interest rate swap Accrued liabilities $ 11,181 $ 5,348
Interest rate swap Other long-term liabilities $ 11,170 $ 8,943


(in thousands)	Balance Sheet Account	March 31, 2021		December 31, 2020
Cash Flow Hedges:
Interest rate swap	Accrued expenses	$	11,645	$	11,619
Interest rate swap	Other non-current liabilities	$	2,414	$	5,308

The fair value of the interest rate swap is based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflects the amount that the Company would receive or pay as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, for contracts involving the same attributes and maturity dates.

The following table discloses the impact of the interest rate swap, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s ~~statement~~statements of operations for the ~~six~~three months ~~ending June 30:~~ended March 31,:

(in thousands) 2020 2019
Loss recognized in OCI $ (7,783) $ (7,951)
Location of loss recognized in income Interest expense Interest expense
Loss reclassified from AOCI into income (effective portion) $ (4,189) $ (1,181)


(in thousands)	2021		2020
Gain (loss) recognized in OCI	$	2,844	$	(8,758)
Location of gain (loss) recognized in income	Interest expense		Interest expense
Gain (loss) reclassified from AOCI into income (effective portion)	$	2,937	$	(1,572)

NOTE 1617 - Commitments and Contingencies

Commitments

At ~~June 30,~~March 31, 2021 ~~2020~~ and December 31, ~~2019,~~2020, commitments for the acquisition of rental equipment and property, plant and equipment were ~~$4.7~~$9.9 million and ~~$4.5~~$5.0 million, respectively.

Contingencies - Legal Claims

The Company is involved in various lawsuits or claims in the ordinary course of business. Management ~~is of the opinion~~believes that there is no pending claim or lawsuit which, if adversely determined, would have a material effect on the Company’s financial condition, results of operations or cash flows.

NOTE 1718 - Segment Reporting

The Company operates in 1 principal line of business: modular leasing and sales. Modular leasing and sales is comprised of 2 operating segments: US and Other North America. The US modular operating segment (“Modular - US”) consists of the contiguous 48 states and Hawaii. The Other4 reportable segments as follows: North America ~~operating segment (“~~Modular ~~- Other~~Solutions ("NA Modular"), North ~~America”~~America Storage Solutions ("NA Storage"), United Kingdom Storage Solutions ("UK Storage") ~~consists of Alaska, Canada~~ and ~~Mexico.~~Tank and Pump Solutions ("Tank and Pump"). Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management. Transactions between reportable segments are not significant. ~~As a result of~~

In connection with the Merger, the Company ~~will evaluate~~determined its ~~operating~~reportable segments ~~for future reporting.~~as discussed above and retrospectively adjusted prior year's presentation to conform to the current presentation of reportable segments.

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 business operations. The Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA ~~which excludes certain items~~ as shown in the reconciliation of the Company’s consolidated net ~~loss before tax~~income (loss) to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic operating results of the Company.

The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance. The Company considers Adjusted EBITDA to be the more important metric because it more fully captures the business performance of the segments, inclusive of indirect costs.

Reportable Segments

The following tables set forth certain information regarding each of the Company’s reportable segments for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, respectively. Consistent with the financial statements, the segment results do not include Mobile Mini's operations for the three months ended March 31, 2020. Please refer to the Management Discussion & Analysis of Financial Condition and ~~2019, respectively.~~

Three Months Ended June 30, 2020
(in thousands) Modular - US Modular - Other North America Total
Revenues:
Leasing and services revenue:
Modular leasing $ 175,285 $ 14,858 $ 190,143
Modular delivery and installation 47,213 4,427 51,640
Sales revenue:
New units 9,406 357 9,763
Rental units 4,144 1,172 5,316
Total revenues 236,048 20,814 256,862
Costs:
Cost of leasing and services:
Modular leasing 44,567 3,180 47,747
Modular delivery and installation 39,758 3,765 43,523
Cost of sales:
New units 6,160 171 6,331
Rental units 2,961 842 3,803
Depreciation of rental equipment 41,651 3,843 45,494
Gross profit $ 100,951 $ 9,013 $ 109,964
Other selected data:
Adjusted EBITDA $ 90,613 $ 6,907 $ 97,520
Selling, general and administrative expense $ 59,328 $ 5,944 $ 65,272
Other depreciation and amortization $ 2,704 $ 179 $ 2,883
Purchases of rental equipment and refurbishments $ 38,065 $ 1,969 $ 40,034

Results of Operations included in this document, for pro forma results inclusive of Mobile Mini's financial results for periods prior to the Merger date.


		Three Months Ended June 30, 2019											Three Months Ended March 31, 2021
(in thousands)	(in thousands)	Modular - US		Modular - Other North America		Total		(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues:	Revenues:							Revenues:
Leasing and services revenue:	Leasing and services revenue:							Leasing and services revenue:
Modular leasing		$	168,826	$	16,992	$	185,818
Modular delivery and installation		52,495		3,471		55,966
Leasing								Leasing	$	199,608	$	80,351	$	18,721	$	16,982			$	315,662
Delivery and installation								Delivery and installation	48,680		21,365		6,750		6,709				83,504
Sales revenue:	Sales revenue:							Sales revenue:
New units	New units	10,293		1,214		11,507		New units	7,460		2,184		871		440				10,955
Rental units	Rental units	4,888		5,534		10,422		Rental units	10,476		3,848		665		213				15,202
Total revenues	Total revenues	236,502		27,211		263,713		Total revenues	266,224		107,748		27,007		24,344				425,323

Costs:	Costs:							Costs:
Cost of leasing and services:	Cost of leasing and services:							Cost of leasing and services:
Modular leasing		51,083		3,990		55,073
Modular delivery and installation		43,949		4,519		48,468
Leasing								Leasing	51,075		10,733		4,296		3,791				69,895
Delivery and installation								Delivery and installation	44,705		15,740		4,091		5,600				70,136
Cost of sales:	Cost of sales:							Cost of sales:
New units	New units	7,138		861		7,999		New units	4,874		1,341		589		305				7,109
Rental units	Rental units	2,661		4,060		6,721		Rental units	5,848		2,522		624		111				9,105
Depreciation of rental equipment	Depreciation of rental equipment	39,200		4,768		43,968		Depreciation of rental equipment	46,720		4,793		914		3,271				55,698
Gross profit	Gross profit	$	92,471	$	9,013	$	101,484	Gross profit	$	113,002	$	72,619	$	16,493	$	11,266			$	213,380
Other selected data:	Other selected data:							Other selected data:
Adjusted EBITDA	Adjusted EBITDA	$	80,547	$	7,007	$	87,554	Adjusted EBITDA	$	97,371	$	46,322	$	11,064	$	8,828	$	0	$	163,585
Selling, general and administrative expense(a)	Selling, general and administrative expense(a)	$	62,627	$	7,758	$	70,385	Selling, general and administrative expense(a)	$	62,350	$	31,089	$	6,343	$	5,710	$	11,837	$	117,329
Other depreciation and amortization		$	2,743	$	206	$	2,949
Purchases of rental equipment and refurbishments	Purchases of rental equipment and refurbishments	$	58,241	$	2,974	$	61,215	Purchases of rental equipment and refurbishments	$	39,135	$	3,472	$	6,770	$	3,158	$	0	$	52,535

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


		Six Months Ended June 30, 2020											Three Months Ended March 31, 2020
(in thousands)	(in thousands)	Modular - US		Modular - Other North America		Total		(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues:	Revenues:							Revenues:
Leasing and services revenue:	Leasing and services revenue:							Leasing and services revenue:
Modular leasing		$	347,860	$	30,635	$	378,495
Modular delivery and installation		94,830		7,880		102,710
Leasing								Leasing	$	188,352	$	0	$	0	$	0			$	188,352
Delivery and installation								Delivery and installation	51,070		0		0		0				51,070
Sales revenue:	Sales revenue:							Sales revenue:
New units	New units	18,673		703		19,376		New units	9,613		0		0		0				9,613
Rental units	Rental units	8,549		3,553		12,102		Rental units	6,786		0		0		0				6,786
Total revenues	Total revenues	469,912		42,771		512,683		Total revenues	255,821		0		0		0				255,821

Costs:	Costs:							Costs:
Cost of leasing and services:	Cost of leasing and services:							Cost of leasing and services:
Modular leasing		91,451		6,105		97,556
Modular delivery and installation		80,464		6,924		87,388
Leasing								Leasing	49,809		0		0		0				49,809
Delivery and installation								Delivery and installation	43,865		0		0		0				43,865
Cost of sales:	Cost of sales:							Cost of sales:
New units	New units	12,167		367		12,534		New units	6,203		0		0		0				6,203
Rental units	Rental units	5,266		2,343		7,609		Rental units	3,806		0		0		0				3,806
Depreciation of rental equipment	Depreciation of rental equipment	83,304		8,138		91,442		Depreciation of rental equipment	45,948		0		0		0				45,948
Gross profit	Gross profit	$	197,260	$	18,894	$	216,154	Gross profit	$	106,190	$	0	$	0	$	0			$	106,190
Other selected data:	Other selected data:							Other selected data:
Adjusted EBITDA	Adjusted EBITDA	$	172,296	$	14,766	$	187,062	Adjusted EBITDA	$	89,544	$	0	$	0	$	0	$	0	$	89,544
Selling, general and administrative expense(a)	Selling, general and administrative expense(a)	$	127,991	$	12,249	$	140,240	Selling, general and administrative expense(a)	$	62,572	$	0	$	0	$	0	$	12,396	$	74,968
Other depreciation and amortization		$	5,581	$	376	$	5,957
Purchase of rental equipment and refurbishments		$	75,071	$	4,611	$	79,682
Purchases of rental equipment and refurbishments								Purchases of rental equipment and refurbishments	$	39,648	$	0	$	0	$	0	$	0	$	39,648

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

Six Months Ended June 30, 2019
(in thousands) Modular - US Modular - Other North America Total
Revenues
Leasing and services revenue:
Modular space leasing $ 330,711 $ 32,399 $ 363,110
Modular space delivery and installation 98,501 7,465 105,966
Sales:
New units 24,254 2,094 26,348
Rental units 13,211 8,763 21,974
Total Revenues 466,677 50,721 517,398
Costs
Cost of leasing and services:
Modular space leasing 94,966 7,342 102,308
Modular space delivery and installation 83,700 8,111 91,811
Cost of sales:
New units 17,388 1,489 18,877
Rental units 8,530 5,986 14,516
Depreciation of rental equipment 75,674 9,397 85,071
Gross profit $ 186,419 $ 18,396 $ 204,815
Other selected data:
Adjusted EBITDA $ 156,490 $ 14,415 $ 170,905
Selling, general and administrative expense $ 128,557 $ 15,147 $ 143,704
Other depreciation and amortization $ 5,317 $ 416 $ 5,733
Purchase of rental equipment and refurbishments $ 108,162 $ 4,926 $ 113,088

The following tables present a reconciliation of the Company’s income (loss) from operations ~~before income tax~~ to Adjusted EBITDA ~~by segment~~ for the ~~three and~~ ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019,~~2020, respectively:

Three Months Ended June 30, 2020
(in thousands) Modular - US Modular - Other North America Total
Income (loss) from operations before income taxes $ 9,950 $ 2,598 $ 12,548
Interest expense 28,208 311 28,519
Depreciation and amortization 44,355 4,022 48,377
Currency (gains) losses, net 70 (450) (380)
Restructuring costs, lease impairment expense and other related charges 1,711 432 2,143
Transaction costs 1,619 — 1,619
Integration costs 2,159 (6) 2,153
Stock compensation expense 2,227 — 2,227
Other income 314 — 314
Adjusted EBITDA $ 90,613 $ 6,907 $ 97,520

Three Months Ended June 30, 2019
(in thousands) Modular - US Modular - Other North America Total
Loss (income) from operations before income taxes (13,473) 855 (12,618)
Loss on extinguishment of debt 7,244 — 7,244
Interest expense 31,214 454 31,668
Depreciation and amortization 41,943 4,974 46,917
Currency gains, net (75) (279) (354)
Restructuring costs, lease impairment expense and other related charges 3,203 (51) 3,152
Goodwill and other impairments 268 80 348
Integration costs 7,260 982 8,242
Stock compensation expense 1,900 — 1,900
Other income 1,063 (8) 1,055
Adjusted EBITDA $ 80,547 $ 7,007 $ 87,554

Six Months Ended June 30, 2020
(in thousands) Modular - US Modular - Other North America Total
Income (loss) from operations before income taxes $ 5,678 $ 3,986 $ 9,664
Interest expense 56,136 640 56,776
Depreciation and amortization 88,885 8,514 97,399
Currency (gains) losses, net (455) 973 518
Restructuring costs, lease impairment expense and other related charges 3,066 678 3,744
Transaction costs 11,050 — 11,050
Integration costs 3,855 (16) 3,839
Stock compensation expense 4,014 — 4,014
Other income 67 (9) 58
Adjusted EBITDA $ 172,296 $ 14,766 $ 187,062

Six Months Ended June 30, 2019
(in thousands) Modular - US Modular - Other North America Total
Loss (income) from operations before income taxes $ (23,520) $ 1,251 $ (22,269)
Loss on extinguishment of debt 7,244 — 7,244
Interest expense 61,796 987 62,783
Depreciation and amortization 80,992 9,812 90,804
Currency gains, net (205) (465) (670)
Restructuring costs, lease impairment expense and other related charges 7,381 512 7,893
Goodwill and other impairments 2,069 569 2,638
Integration costs 16,612 1,768 18,380
Stock compensation expense 3,190 — 3,190
Other income 931 (19) 912
Adjusted EBITDA $ 156,490 $ 14,415 $ 170,905


	Three Months Ended March 31,
(in thousands)	2021		2020
			(as restated)
Net income (loss)	$	4,447	$	91,655
Loss on extinguishment of debt	3,185		0
Income tax expense	10,481		790
Interest expense	29,964		28,257
Depreciation and amortization	74,022		49,022
Fair value loss (gain) on common stock warrant liabilities	27,207		(95,329)
Currency losses, net	36		898
Restructuring costs, lease impairment expense and other related charges	4,395		1,601
Transaction costs	844		9,431
Integration costs	7,342		1,685
Stock compensation expense	3,514		1,787
Other	(1,852)		(253)
Adjusted EBITDA	$	163,585	$	89,544

NOTE 1819 - ~~Income~~Earnings (Loss) Per Share

Basic ~~income~~earnings (loss) per share (“EPS”) is calculated by dividing net ~~income/~~income (loss) attributable to WillScot Mobile Mini by the weighted average number of shares of ~~Class A common stock~~Common Stock outstanding during the period. The shares of ~~Class A common stock~~Common Stock issued as a result of the vesting of RSUs and ~~for~~RSAs as well as the exercise of stock options or redemption of warrants ~~exercised or redeemed during the three and six months ended June 30, 2020,~~ were included in EPS based on the weighted average number of days in which they were vested and outstanding during the period.

~~Shares~~Prior to June 30, 2020, the Company had shares of Class B ~~common stock have~~Common Stock which had no rights to dividends or distributions made by the Company and, in turn, ~~are~~were excluded from the EPS calculation. ~~As contemplated by the Merger Agreement on~~On June 30, 2020, the Sapphire Exchange was completed, and all shares of Class B ~~common stock~~Common Stock were cancelled, and Sapphire Holdings received 10,641,182 shares of ~~Class A common stock.~~Common Stock.

Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that would occur if dilutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive. When liability-classified warrants are in the money and the impact of their inclusion on diluted EPS is dilutive, diluted EPS also assumes share settlement of such instruments through an adjustment to net income available to common stockholders for the fair value (gain) loss on common stock warrant liabilities and inclusion of the number of dilutive shares in the denominator.

The following table reconciles net income attributable to WillScot Mobile Mini common shareholders and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation.


	Three Months Ended
(in thousands)	March 31, 2021		March 31, 2020 (as restated)
Numerator:
Net income attributable to common shareholders - basic	$	4,447	$	91,785
Fair value gain on common stock warrant liabilities	0		(96,984)
Net income (loss) attributable to common shareholders - dilutive	$	4,447	$	(5,199)

Denominator:
Weighted average Common Shares outstanding - basic	228,293		109,657
Dilutive effect of shares outstanding
Warrants	3,927		3,016
RSAs	51		0
Time-based RSUs	645		0
Performance-based RSUs	737		0
Stock Options	1,067		0
Weighted average Common Shares outstanding - dilutive	234,720		112,673

For the three months ended March 31, 2021, warrants representing 3,513,763 shares of Common Stock were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

For the three months ended March 31, 2020, Class B Common Shares, Time-Based RSUs, Market-Based RSU's, RSAs, and warrants representing 10,641,182, 213,692, 316,579, 36,350 and 476,897 shares of Common Stock, respectively, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

NOTE 1920 - Related Parties

Related party balances included in the Company’s condensed consolidated balance sheets at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, consisted of the following:

(in thousands) Financial statement line Item June 30, 2020 December 31, 2019
Receivables due from affiliates Accounts receivable, net $ 20 $ 26
Amounts due to affiliates^(a)
Accrued liabilities (2,174) (883)
Total related party liabilities, net $ (2,154) $ (857)

~~(a) The Company had accrued expenses of~~ ~~$0.0 million and $0.6 million~~ at June 30, 2020 and December 31, 2019, respectively, included in amounts due to affiliates, related to rental equipment purchases from an entity within the Algeco Group. NaN of the Company's directors also serve on the board of directors to a consulting firm with which the Company incurs professional fees.


(in thousands)	Financial Statement Line Item	March 31, 2021		December 31, 2020
Receivables due from affiliates	Trade receivables, net of allowances for credit losses	$	19	$	30
Amounts due to affiliates	Accrued expenses	(506)		(461)
Total related party liabilities, net		$	(487)	$	(431)

Related party transactions included in the Company’s condensed consolidated statements of operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, consisted of the following:


			Three Months Ended June 30,						Six Months Ended June 30,								Three Months Ended March 31,
(in thousands)	(in thousands)	Financial statement line item	2020		2019		2020		2019		(in thousands)	Financial Statement Line Item	2021		2020
Leasing revenue from related parties	Leasing revenue from related parties	Modular leasing revenue	$	294	$	76	$	827	$	150	Leasing revenue from related parties	Leasing revenue	$	106	$	417
Consulting expense to related party^(a)	Consulting expense to related party^(a)	Selling, general & administrative expenses	(2,158)		(229)		(2,996)		(501)		Consulting expense to related party^(a)	Selling, general & administrative expense	(1,901)		(838)
		Total related party expense, net	$	(1,864)	$	(153)	$	(2,169)	$	(351)
Total related party expense, net											Total related party expense, net		$	(1,795)	$	(421)

~~(a) NaN~~

On June 30, 2020, the Company completed the Sapphire Exchange, whereby Sapphire Holdings, an affiliate of TDR Capital, exchanged shares of Class B Common Stock for 10,641,182 shares of Class A Common Stock. As a result of the ~~Company's directors also serve on~~Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock were automatically canceled for no consideration and the ~~board of directors to a consulting firm with which the Company incurs professional fees.~~existing exchange agreement was automatically terminated.

On August 22, 2018, WillScot’s majority stockholder, Sapphire Holdings, entered into a margin loan (the "Margin Loan"), which expires August 29, 2022, under which all of its shares of WillScot ~~Class A common stock was~~Mobile Mini Common Stock are pledged to secure borrowings of up to $125.0 million ~~of borrowings~~ under the loan agreement. WillScot Mobile Mini is not a party to the loan agreement and has no obligations thereunder, but WillScot Mobile Mini delivered an issuer agreement to the lenders under which ~~WillScot~~the Company has agreed to certain customary obligations relating to the shares pledged by Sapphire Holdings and, subject to applicable law and stock exchange rules, not to ~~take~~take any actions that are intended to materially hinder or delay the exercise of any remedies with respect to the pledged shares. ~~In connection with the Margin Loan, on August 24, 2018, WSII entered into a two-year supply agreement with Target Logistics Management LLC, an affiliate controlled~~As of March 31, 2021, 42,263,208 shares of WillScot Mobile Mini Common Stock, representing approximately 19% of WillScot Mobile Mini’s issued and outstanding Common Stock, were pledged by Sapphire Holdings under ~~which, subject to limited exceptions, WSII acquired~~ the ~~exclusive right to supply modular units, portable storage units,~~Margin Loan.

On March 1, 2021, the Company repurchased and ~~other ancillary products ordered by the affiliate in the US. As of June 30, 2020, the 59,708,536~~cancelled 2,750,000 shares of ~~WillScot Class A common stock pledged by Sapphire Holdings represented approximately 49% of~~ ~~WillScot’s issued and outstanding Class A shares. As of July 31, 2020, Sapphire Holdings represented approximately 26%~~ ~~of WIllScot Mobile Mini's issued and outstanding common stock.~~

~~On June 30, 2020, as contemplated by the Merger Agreement, and pursuant to the terms of an exercise notice delivered by Sapphire Holdings to WillScot, Sapphire Holdings exchanged each of~~ its ~~shares of common stock, par value $0.0001, of Holdings, pursuant to that certain existing exchange agreement, between WillScot and Sapphire Holdings, for 1.3261 shares of newly issued Class A~~ Common Stock ~~(the “Sapphire Exchange”). As a result of the~~from Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), were automatically canceled for no consideration and the existing exchange agreement was automatically terminated.

As a result of the Sapphire Exchange, Holdings became a wholly-owned subsidiary of WillScot. Sapphire Holdings received 10,641,182 shares of Class A Common Stock in the Sapphire Exchange (the “Exchange Shares”).Holdings.

The Company ~~had capital expenditures of~~purchased rental equipment ~~purchased~~ from related party affiliates of ~~$1.4~~$1.8 million and ~~$1.7~~$0.2 million for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019, respectively. The Company had capital expenditures of rental equipment purchased from related party affiliates of $1.6 million and $3.2 million for six months ended June 30, 2020 and 2019,~~ respectively.

~~NOTE 20 - Subsequent Events~~

On July 27, 2020, the Company announced the redemption of $49.0 million of its 2023 Senior Notes. The redemption will take place on August 11, 2020, at a redemption price equal to 103% plus accrued and unpaid interest.

On August 7, 2020, the Board approved a stock repurchase program that authorizes the Company, to deploy up to $250 million of its outstanding shares of common stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting and other considerations.

The Company plans to repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company’s discretion. The repurchase program, which has no expiration date, may be increased, suspended or terminated at any time. 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 our indebtedness.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand WillScot Mobile Mini Holdings Corp. ("WillScot Mobile Mini"), formerly known as WillScot Corporation ("WillScot"), our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1 of this report. The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 or prior periods. On July 1, 2020, WillScot and Mobile Mini, Inc. (“Mobile Mini”) merged (the “Merger”). As the Merger ~~with Mobile Mini (hereinafter defined)~~ was completed on July 1, 2020, unless the context otherwise requires, the terms “we”, “us”, “our” “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot Corporation and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to ~~the combined company~~ WillScot Mobile Mini ~~Holdings Corp.~~ when referring to periods on or after July 1, 2020 (after the Merger).

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”). We use certain non-GAAP financial information that we believe is important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends. Reconciliations of non-GAAP measures are provided in the Other Non-GAAP Financial Data and Reconciliations section.

On December 31, 2019, the 2019 financial statement amounts were adjusted for the adoption ASU 2016-02, Leases (Topic 842) ("ASC 842"), effective retroactively to January 1, 2019, and therefore may not agree to the Quarterly Reports filed on Form 10-Q for the respective periods of 2019.

Executive Summary and Outlook

We are a leading business services provider ~~of modular~~specializing in innovative flexible work space and portable storage solutions. We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, Mexico and the United Kingdom ("UK"). We are also a leading provider of specialty containment solutions in the ~~United States (“US”), Canada~~US with over 12,600 tank and ~~Mexico.~~pump units in our fleet. As of ~~June 30, 2020,~~March 31, 2021, our branch network included approximately ~~120~~270 branch locations and additional drop lots to service ~~our more than 50,000 customers across the US, Canada and Mexico.~~over 85,000 customers. We offer our customers an extensive selection of “Ready to Work” modular space and portable storage solutions with over ~~125,000~~157,000 modular space units and over ~~25,000~~195,000 portable storage units in our fleet.

~~Equipment leasing is~~We primarily lease, rather than sell, our ~~core business.~~modular and portable storage units to customers, which results in a highly diversified and predictable recurring revenue stream. Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease or national account agreements. The initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term. Our ~~Modular Lease Revenue~~lease revenue is highly predictable due to its ~~reoccurring~~recurring nature and the underlying stability and diversification of our lease portfolio. ~~Our average minimum contractual lease term at the time of delivery is over 11 months.~~ However, given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our lease portfolio excluding seasonal portable storage units is 34approximately 31 months. We complement our core leasing business by selling both new and used units, allowing us to leverage scale, achieve purchasing benefits and redeploy capital employed in our lease fleet.

Our customers operate in a diversified set of end markets, including construction, commercial and industrial, retail and wholesale trade, education, energy and natural resources, government, and healthcare. Core to our operating model is the ability to redeploy standardized assets across end markets, and we have recently serviced emerging demand in the healthcare and government sectors related to COVID-19, as well as expanded space requirements related to social distancing. We track several market leading indicators including those related to our two largest end markets, the commercial and industrial segment and the construction segment, which collectively accounted for over 85% of our revenues for the three months ended March 31, 2021.

We remain focused on our core priorities of growing ~~modular~~ leasing revenues by increasing ~~modular space~~ units on rent, both organically and through our consolidation strategy, delivering “Ready to Work” solutions to our customers with value added products and services ("VAPS"), and on continually improving the overall customer experience.

~~Our customers operate in a diversified set of end-markets, including commercial and industrial, construction, education, energy and natural resources, government and other end-markets~~. We track several market leading indicators including those related to our two largest end markets, the commercial and industrial segment and the construction segment, which collectively accounted for approximately 82% of our revenues for the three months ended June 30, 2020.

Significant Developments

Mobile Mini Merger

On ~~March 2,~~July 1, 2020, we announced that we entered into an Agreement and Plan of Merger (the "Merger") with Mobile Mini, Inc. (“Mobile Mini”). During the second quarter, we obtained all required regulatory approvals and stockholder approvals from the Company's and Mobile Mini’s stockholders and we closed the Merger ~~on July 1, 2020~~ at which time Mobile Mini became a wholly-owned subsidiary of WillScot. Concurrent with the closing of the Merger, ~~WillScot~~we changed ~~its~~our name to WillScot Mobile Mini Holdings ~~Corp ("WillScot Mobile Mini").~~Corp. We believe that the ~~merger will result~~Merger is resulting in strategic and financial benefits by combining the two industry leaders in the complementary modular space and portable storage solutions markets. We are executing the integration of the two companies' operating and financial systems, with a significant portion of these efforts being focused currently on the conversion of the combined company onto a single enterprise resource planning system, which is expected to take place in the second quarter of 2021.

Reportable Segments

Following the Merger, we operate in four reporting segments: NA Modular, NA Storage, UK Storage, and Tank and Pump. Prior to the Merger, WillScot had two reporting segments, US Modular and Other North America Modular. These two segments were combined to create the new NA Modular segment, which represents the legacy WillScot operations. The other segments, NA Storage, UK Storage, and Tank and Pump align to the legacy operations and segments reported by Mobile Mini. The new reporting segments are aligned with how we operate and analyze our business results.

Financing Activities

~~In anticipation~~On March 26, 2021, we redeemed $65.0 million of ~~the Merger, on June 15, 2020, we completed a private offering of $650.0 million in aggregate principal amount~~our of 6.125% senior secured notes due 2025 (the “2025 Secured Notes”)~~. The gross offering proceeds from~~ at a redemption price of 103.0% plus accrued and unpaid interest. This repayment was funded by cash on hand and borrowings under the ~~2025 Secured Notes of $650.0 million and $5.1 million of interest due through August 1,~~ 2020 were deposited into an escrow account, pending the closing of the Merger. In connection with completion of the Merger on July 1, 2020, the net offering proceeds were released and the proceeds were utilized to repay the 2022 Secured Notes (see Note 9 – Debt), repay Mobile Mini secured notes and pay certain fees and expenses related to the Merger and financing transactions. At June 30, 2020 the $655.1 millionABL facility. Upon redemption in the ~~escrow account is reported as restricted cash~~first quarter of 2021, we recorded a loss on extinguishment of debt in the condensed consolidated ~~balance sheet.~~statement of operations of $3.2 million comprised of a redemption premium of $1.9 million and write off of unamortized deferred financing fees of $1.3 million.

Share Repurchase

On ~~July~~March 1, ~~2020, in connection with the completion~~2021, we repurchased 2,750,000 shares of ~~the Merger, Williams Scotsman Holdings Corp.~~our Common Stock directly from Sapphire Holding S.à r.l. (“Sapphire Holdings”), ~~WSII,~~our largest shareholder, which is controlled by TDR Capital LLP (“TDR Capital”) for $73.7 million. At March 31, 2021, we had $133.9 million remaining of a $250.0 million share repurchase authorization and certain of its subsidiaries, including Mobile Mini and certain of its consolidated subsidiaries (the “Mobile Mini Entities”), entered into a new asset-based credit agreement (the "New ABL Facility"),believe that provides for revolving credit facilities in the aggregate principal amount of up to $2.4 billion. On July 1, 2020, in connection with the completion of the Merger, approximately $1.47 billion of proceeds from the New ABL Facility were used to finance the repayment of the Willscot ABL facility, the Mobile Mini ABL facility, fees and expenses related to the Merger and the financing transactions, including $36 million related to the New ABL Facility upfront fees whichrepurchases will be ~~recorded as deferred financing costs in~~a reoccurring capital allocation priority given the ~~third quarter. The New ABL Facility matures July 1 2025 (see Note 9 – Debt).~~

~~Upon completion~~predictability of the aforementioned transactions, WillScot Mobile Mini Holdings Corp. had approximately $2,683.7 million of gross debt and finance leases outstanding and approximately $915 million of availability under its New ABL Facility, and 227,721,220 shares outstanding as of July 31, 2020. On July 27, 2020 the Company announced an opportunistic redemption of $49 million of its 2023 senior secured notes. The redemption will occur on August 11, 2020 and is expected to further optimize our ~~debt structure and reduce future interest expense.~~

free cash flow.

COVID-19 Impact on Business

During the three and six months ended June 30, 2020, financial results for our operations were impacted by the COVID-19 outbreak as we began to experience reduced demand as a portion of new project deliveries from our customers were either cancelled or delayed as a result of the COVID-19 pandemic and we expect our financial results may continue to be adversely impacted in the future. During the second quarter of 2020, our modular space deliveries were down 19% year over year due to reduced demand primarily attributable to the current global economic situation as a consequence of the COVID-19 pandemic. The reduced delivery demand has impacted our modular leasing revenues as well as our delivery and installation revenues. As a result, we have taken significant actions to reduce variable costs and capital spending. Due to the long lease durations in our business, the predictability of our cash inflows, and the fact that the majority of our gross profit is from units already out on rent at the beginning of the period, we believe we have forward visibility into our cash flows and are able to plan ahead to adjust for varying demand levels.

Since the outbreak of ~~COVID-19~~COVID‑19 was designated as a global pandemic by the World Health Organization (the “WHO”) in March 2020, our operations have generally continued to operate normally ~~albeit at lower activity levels,~~ with additional safety protocols in place as we have been considered an essential business in most jurisdictions. However, there have been significant changes to the global economic situation as a consequence of the ~~COVID-19~~COVID‑19 pandemic. The global pandemic has resulted in significant global social and business disruption, which has driven significantly lower activity levels in our business and has impacted our financial results. On a pro forma basis, our deliveries were down 25% in ~~response we have modified~~ the ~~way we communicate~~second quarter of 2020 year over year and ~~conduct business with our customers, suppliers and employees. The following summarizes many~~13% in the third quarter of 2020 year over year due to reduced demand primarily attributable to the current global economic situation as a consequence of the ~~key~~COVID‑19 pandemic. This reduced delivery demand slowed the growth of our leasing revenues as well as our delivery and installation revenues, however we implemented significant actions to reduce variable costs and capital spending to help offset the financial impact of these reduced activity levels. Despite this unprecedented demand shock, because of our long lease durations, the majority of our gross profit in any given period is from units already out on rent. This gives us significant forward visibility into our future cash flows, which allows us to plan ahead and adjust our capital expenditures and cost structure for varying demand levels. Activity levels in the fourth quarter of 2020 and the first quarter of 2021 have since stabilized and we ~~have taken~~expect modest activity growth in ~~response~~the second and third quarter of 2021 as economic activity continues to ~~the pandemic.~~

~~Employee Safety and Health~~recover.

The Company has implemented various employee safety measures to contain the spread of COVID-19, including domestic and international travel restrictions, the promotion of social distancing and work-from-home practices, extensive cleaning protocols, daily symptom assessments, and enhanced use of personal protective equipment such as masks. We are closely monitoring all guidance provided by public agencies such as the Centers for Disease Control and Prevention in the US or the Public Health Agency of Canada to ensure the safety of our employees, vendors, and customers as our top priority.

~~Sales and Leasing Operations~~

The Company is responding to shelter-in-place and similar government orders, which vary significantly across our geographic markets. As a result of the shelter-in-place orders and increased social distancing measures, some of our markets, such as special events and sports and entertainment, have experienced sustained reductions in demand for new projects. Other sectors such as health care have seen increased demand, and other sectors such as construction have remained active but with varying degrees of project disruption, some of which are quite significant. We are also responding to demand across our end markets from customers in need of additional office space to facilitate social distancing. As the Company serves many critical sectors of the economy, the Company will continue to help support customers who remain operational, as well as those who are actively engaged in the COVID-19 response. We believe that our branch locations are considered essential businesses in most jurisdictions and as such have continued to operate normally with the aforementioned safety protocols in place, while our customer service and sales teams are working closely with customers to meet current demand. The impact on future demand for new projects will depend greatly on the degree and duration to which governments restrict business and personal activities going forward and when businesses resume normal operations.

~~Cost Reductions~~

Early in the second quarter, in anticipation of a potential decline in demand for new projects, the Company implemented a range of actions aimed at temporarily reducing costs and preserving liquidity. These actions include suspending previously planned compensation increases for its corporate and shared services employees until the third quarter of 2020, included putting a temporary freeze on hiring, significant planned reductions to overtime and external variable labor costs, and significant reductions in other discretionary spending including marketing, travel and entertainment, outside professional fees and other aspects of the business. As we saw reduced demand persist through the second quarter, we also implemented several internal labor cost reductions to right-size our operations for these lower demand levels. Lastly, reduced demand for new projects has allowed the Company to reduce or delay capital spending, including new fleet purchases, refurbishments of existing equipment, and improvements to branch infrastructure. The Company continues to monitor new project demand on a daily basis, and given the flexibility in our c~~ost structure, can adjust costs and capital spending rapidly to align with demand levels.~~

~~Second~~First Quarter Highlights

For the three months ended ~~June 30, 2020,~~March 31, 2021, key drivers of our financial performance included:

•Total revenues increased by $169.5 million, or 66.3%, driven primarily by the addition of Mobile Mini's revenues to our consolidated results, as well as increased leasing revenues in the NA Modular segment. The Merger closed on July 1, 2020, and drove $159.1 million of the year over year increase.

•Leasing revenue increased $127.3 million, or 67.6%, delivery and installation revenue increased $32.4 million, or 63.4%, rental unit sales increased $8.4 million, or 123.5%, and new sales revenue increased $1.3 million, or 13.5%.

Key leasing revenue drivers include:

–Average modular space units on rent increased 22,360 units, or 25.4%, and average portable storage units on rent increased 129,014 units, or 789.3%. Both increases were driven by ~~$4.3 million,~~the Mobile Mini Merger.

–Average modular space monthly rental rate increased $26, or ~~2.3%~~4.0%, ~~as compared~~ to $679 driven by an $84, or 12.9%, increase in the NA Modular segment, partially offset by the dilutive impact of lower rates due to mix on the Mobile Mini modular space units.

–Average portable storage monthly rental rate increased $16, or 13.4%, to $135 driven by the accretive impact of higher rates from the Mobile Mini portable storage fleet.

–Average utilization for modular space units increased 110 basis points ("bps") to 70.3% and utilization for portable storage units increased to 74.4% from 64.1% for the same period in ~~2019, however total revenues decreased~~2020 driven by ~~$6.8~~higher utilization of the Mobile Mini units.

•NA Modular segment revenue, which represents the activities of WillScot prior to the Merger with Mobile Mini and represented 62.6% of consolidated revenue for the three months ended March 31, 2021, increased $10.4 million, or ~~2.6%~~4.1%, to $266.2 million driven by ~~a $5.1~~an increase to leasing revenue of $11.3 million, or ~~49.0% decrease~~6.0%, due to continued growth of pricing and value added products, and an increase in rental unit sales ~~revenue, a $4.4~~of $3.7 million, or ~~7.9% decrease~~54.4%. The increase in ~~modular~~leasing and rental unit revenues was partially offset by a reduction in delivery and installation ~~revenue primarily~~revenues of $2.4 million, or 4.7%, driven by ~~reduced~~reductions in demand for new project deliveries, ~~since mid-March of 2020 as~~and a ~~result~~reduction of new ~~project cancellations and delays as a result~~unit sales of ~~the COVID-19 pandemic, and a $1.7~~$2.2 million, or ~~14.8% decrease in new sale revenue. Key modular leasing~~22.9%. NA Modular revenue drivers for the three months ended March 31, 2021 include:

–~~Consolidated modular~~Modular space average monthly rental rate of $737, increased ~~to $669~~12.9% year over year representing a ~~9.5% increase year over year.~~continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio.

–~~Consolidated average~~Average modular space units on rent decreased ~~5,204~~3,194, or ~~5.6%~~3.6%, year over year driven by lower deliveries, including reduced demand for new project deliveries as a result of the COVID-19 pandemic primarily in the second and ~~average modular space utilization decreased 340 basis points year over year to 68.5%. Modular - US segment revenues, which represented 91.9%~~third quarter of revenue for the three months ended June 30, 2020, decreased by $0.5 million, or 0.2%, as compared to the same period in 2019 driven primarily by reduced delivery and installation revenues due to reduced demand for new project deliveries, however modular leasing revenues increased $6.5 million, or 3.9% through:

–Modular space average monthly rental rate of $681, increased 11.3% year over year. Improved pricing was driven by a combination of our price optimization tools and processes, as well as by continued growth in our “Ready to Work” solutions and increased VAPS penetration across our customer base.

–~~Average modular space units on rent decreased 4,780, or a 5.7% year over year decrease.~~

–~~Average modular space monthly utilization decreased 350 basis points to 70.6% for the three months ended June 30, 2020, as compared to the three months ended June 30, 2019.~~

•Modular - Other North America segment revenues which represented 8.1% of revenues for the three months ended June 30, 2020, decreased by $6.4 million, or 23.5% as compared to the same period in 2019. Decreases were driven primarily by decreased new and rental unit sales which decreased by $5.2 million. Modular space leasing revenues decreased by $2.1 million, or 12.4%, driven by lower average units on rent

and stronger US dollar in Q2 2020 relative to prior year. These decreases were partially offset by net increases in modular delivery and installation revenues, which supported sequential unit on rent growth within the quarter:

–~~Average modular space monthly rental rate decreased 6.8% to $562, which was significantly impacted by unfavorable foreign currency movements. On a constant currency basis, modular space average rental rate was down 0.8% year over year primarily due to major project timing in Alaska.~~

–~~Average modular space units on rent decreased by 424 units, or 4.7% as compared to the same period in 2019, however increased 2.9% sequentially from March to June~~ 2020.

–Average modular space monthly utilization decreased ~~by 260 basis points~~160 bps to 67.6% for the three months ended March 31, 2021, as compared to the ~~same period in 2019 to 53.7%, however increased 170 basis points from~~three months ended March ~~to June~~31, 2020.

•Generated consolidated net income of ~~$12.8~~$4.4 million for the three months ended ~~June 30, 2020, which~~March 31, 2021, including a $27.2 million loss on the change in fair value of common stock warrant liabilities. Net Income Excluding Gain/Loss from Warrants of $31.7 for the three months ended March 31, 2021 represented an increase of $35.4 million, and included ~~$5.9~~a $3.2 million loss on extinguishment of debt related to the partial redemption of the 2025 Secured Notes and $12.5 million of discrete costs expensed in the period related to ~~acquisition~~transaction and integration ~~activities, including $1.6~~activities. Discrete costs in the period included $0.8 million of transaction costs, ~~related to the announced Mobile Mini merger, $2.2~~$7.3 million of integration costs, and ~~$2.1~~$4.4 million of restructuring costs, lease impairment expense and other related charges.

•Generated Adjusted EBITDA of ~~$97.5~~$163.6 million for the three months ended ~~June 30, 2020,~~March 31, 2021, representing an increase of ~~$10.0~~$74.1 million, or ~~11.4%~~82.8%, as compared to the same period in ~~2019,~~2020. Of this increase, $66.2 million was driven by the addition of Mobile Mini to our consolidated results and the remainder was driven by strong organic growth in our NA Modular segment.

–Adjusted EBITDA in our NA Modular segment, which ~~includes continued realization~~represents the activities of ~~commercial and cost synergies associated with~~WillScot prior to the ~~ModSpace acquisition, and significant cost reductions as a result of actions taken to reduce variable cost~~Merger, increased $7.9 million, or 8.8%, primarily driven by increases in ~~a reduced demand environment as a consequence of the COVID-19 pandemic. Our~~leasing gross profit driven by increased pricing, including VAPS.

–Consolidated Adjusted EBITDA Margin ~~of 38.0%~~was 38.5% in the ~~second~~first quarter and increased ~~480 basis points relative to~~350 bps versus prior ~~year.~~year driven by a 160 bps increased in the NA Modular segment, as well as the addition of the higher margin Mobile Mini operations

•Generated Free Cash Flow of ~~$39.0~~$91.2 million for the three months ended ~~June 30, 2020,~~ March 31, 2021, representing an increase of ~~$37.4~~$83.4 million as compared to the same period in ~~2019,~~ ~~as net~~2020. Net cash provided by operating activities ~~of $75.4~~increased $83.8 million ~~was partially reinvested in value added products and fleet refurbishments (net~~to $122.1 million. Net cash used in investing activities increased slightly by $0.4 million. Of the $91.2 million of ~~$36.4 million), however, reinvestment was at lower levels than originally planned as a result of reduced capital spending needs given reduced demand for new project deliveries.~~

free cash flow that we generated during the three months ended March 31, 2021, we used the majority to return $81.6 million to shareholders through stock and warrant repurchases and cancellations, including 2,750,000 shares for $73.7 million from our largest shareholder Sapphire Holdings. The predictability of our free cash flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities we see in the market, continuing our deleveraging trajectory, opportunistically executing accretive acquisitions, and returning capital to shareholders.

Consolidated Results of Operations

Three Months Ended ~~June 30, 2020~~March 31, 2021 Compared to the Three Months Ended ~~June 30, 2019~~March 31, 2020

Our condensed consolidated statements of operations for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ are presented ~~below:~~below. The below results only include Mobile Mini for the periods subsequent to the Merger:


		Three Months Ended June 30,										2020 vs. 2019 $ Change			Three Months Ended March 31,				2021 vs. 2020 $ Change
(in thousands)	(in thousands)	2020		2019				2020 vs. 2019 $ Change		(in thousands)	2021				2020			2021 vs. 2020 $ Change
													(as restated)
Revenues:	Revenues:							Revenues:
Leasing and services revenue:	Leasing and services revenue:							Leasing and services revenue:
Modular leasing		$	190,143	$	185,818	$	4,325
Modular delivery and installation		51,640		55,966		(4,326)
Leasing								Leasing	$	315,662			$	188,352		$	127,310
Delivery and installation								Delivery and installation	83,504				51,070			32,434
Sales revenue:	Sales revenue:							Sales revenue:
New units	New units	9,763		11,507		(1,744)		New units	10,955				9,613			1,342
Rental units	Rental units	5,316		10,422		(5,106)		Rental units	15,202				6,786			8,416
Total revenues	Total revenues	256,862		263,713		(6,851)		Total revenues	425,323				255,821			169,502
Costs:	Costs:							Costs:
Costs of leasing and services:	Costs of leasing and services:							Costs of leasing and services:
Modular leasing		47,747		55,073		(7,326)
Modular delivery and installation		43,523		48,468		(4,945)
Leasing								Leasing	69,895				49,809			20,086
Delivery and installation								Delivery and installation	70,136				43,865			26,271
Costs of sales:	Costs of sales:							Costs of sales:
New units	New units	6,331		7,999		(1,668)		New units	7,109				6,203			906
Rental units	Rental units	3,803		6,721		(2,918)		Rental units	9,105				3,806			5,299
Depreciation of rental equipment	Depreciation of rental equipment	45,494		43,968		1,526		Depreciation of rental equipment	55,698				45,948			9,750
Gross Profit		109,964		101,484		8,480
Gross profit								Gross profit	213,380				106,190			107,190
Expenses:	Expenses:							Expenses:
Selling, general and administrative	Selling, general and administrative	65,272		70,385		(5,113)		Selling, general and administrative	116,485				65,537			50,948
Transaction costs								Transaction costs	844				9,431			(8,587)
Other depreciation and amortization	Other depreciation and amortization	2,883		2,949		(66)		Other depreciation and amortization	18,324				3,074			15,250
Impairment losses on long-lived assets		—		348		(348)
Lease impairment expense and other related charges	Lease impairment expense and other related charges	1,394		1,520		(126)		Lease impairment expense and other related charges	1,253				1,661			(408)
Restructuring costs	Restructuring costs	749		1,632		(883)		Restructuring costs	3,142				(60)			3,202
Currency losses (gains), net		(380)		(354)		(26)
Other income, net		(1,021)		(1,290)		269
Currency losses, net								Currency losses, net	36				898			(862)
Other (income) expense, net								Other (income) expense, net	(1,988)				276			(2,264)
Operating income	Operating income	41,067		26,294		14,773		Operating income	75,284				25,373			49,911
Interest expense	Interest expense	28,519		31,668		(3,149)		Interest expense	29,964				28,257			1,707
Fair value loss (gain) on common stock warrant liabilities								Fair value loss (gain) on common stock warrant liabilities	27,207				(95,329)			122,536
Loss on extinguishment of debt	Loss on extinguishment of debt	—		7,244		(7,244)		Loss on extinguishment of debt	3,185				—			3,185
Income (loss) from operations before income tax		12,548		(12,618)		25,166
Income tax benefit		(285)		(1,180)		895
Net income (loss)		12,833		(11,438)		24,271
Net income (loss) attributable to non-controlling interest, net of tax		1,343		(832)		2,175
Net income (loss) attributable to WillScot		$	11,490	$	(10,606)	$	22,096
Income before income tax								Income before income tax	14,928				92,445			(77,517)
Income tax expense								Income tax expense	10,481				790			9,691
Net income								Net income	4,447				91,655			(87,208)
Net loss attributable to non-controlling interest, net of tax								Net loss attributable to non-controlling interest, net of tax	—				(130)			130
Net income attributable to WillScot Mobile Mini								Net income attributable to WillScot Mobile Mini	$	4,447			$	91,785		$	(87,338)

Comparison of Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Revenue: ~~Tota~~lTotal revenue ~~decreased $6.8~~increased $169.5 million, or ~~2.6%~~66.3%, to ~~$256.9~~$425.3 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$263.7~~$255.8 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The ~~decrease~~increase was driven primarily by the ~~result~~addition of ~~a $5.1~~Mobile Mini's revenues to our consolidated results. The Merger closed on July 1, 2020, and drove $159.1 million of the year over year increase. Leasing revenue increased $127.3 million, or ~~49.0%~~67.6%, decrease in rental unit sales, $1.7 million, or 14.8%, decrease in new unit sales, and $4.4 million, or 7.9%, decrease in modular delivery and installation revenues revenue for the three months ended June 30, 2020 as compared to the same period in ~~2019. The decline in modular delivery and installation revenues was primarily~~2020 driven by ~~lower delivery volumes during the quarter related to the impact~~an increase of ~~new project cancellations~~151,374 average modular space and ~~delays~~portable storage units on rent as a result of the ~~COVID-19 pandemic.~~Merger, and improved pricing and value-added products in our NA Modular segment. Rental unit sales increased $8.4 million, or 123.5%, new unit sales increased $1.3 million, or 13.5%, and delivery and installation revenues increased $32.4 million, or 63.4%, due to increased overall activity as a result of the Merger. These ~~decreases~~increases were partially offset by ~~an increase of $4.3 million, or 2.3%,~~delivery and installation revenue decreases in ~~modular leasing revenue~~our NA Modular segment for the three months ended March 31, 2021 as compared to the same period in ~~2019 driven~~2020. The decline in NA Modular delivery and installation revenues was primarily a result of lower delivery and return volumes during the quarter in end markets of our business that have been more heavily impacted by ~~improved pricing and value-added products on modular space units.~~the COVID-19 pandemic.

Total average units on rent for the three months ended ~~June 30,~~March 31, 2021 and 2020 were 255,709 and ~~2019 were 102,965 and 108,844,~~104,335, respectively. The ~~decrease~~increase was due ~~primarily~~ to units acquired as part of the Merger, partially offset by lower ~~delivery volumes, including reduced demand for new projects since mid-March of 2020 as a result of COVID-19, with~~units on rent in the NA Modular segment. In total, modular space average units on rent ~~decreasing 5,204~~increased 22,360 units, or ~~5.6%~~25.4%, for the three months ended ~~June 30, 2020~~March 31, 2021 as compared to the three months ended ~~June 30, 2019.~~March 31, 2020. Modular space average monthly rental rates increased ~~9.5%~~4.0% to ~~$669~~$679 for the three months ended ~~June 30, 2020.~~March 31, 2021. Improved pricing was driven by an $84, or 12.9%, increase in the NA Modular segment, offset by the dilutive impact of lower rates on the Mobile Mini modular space units due to product mix. NA Modular segment increases were driven by a ~~combination~~

continuation of ~~our~~the long-term price optimization ~~tools~~ and ~~processes, as well as by continued growth in our “Ready to Work” solutions and increased~~ VAPS penetration opportunities across our ~~customer base.~~portfolio. Portable storage average units on rent ~~decreased~~increased by ~~675~~129,014 units, or ~~4.1%~~789.3%, for the three months ended ~~June 30, 2020.~~March 31, 2021 driven by units acquired as part of the Merger. Average portable storage monthly rental rates ~~decreased 0.8%~~increased 13.4% to ~~$120~~$135 for the three months ended ~~June 30, 2020.~~March 31, 2021 driven by the accretive impact of higher rates from the Mobile Mini portable storage fleet. The average modular space unit utilization rate during the three months ended ~~June 30, 2020~~March 31, 2021 was ~~68.5%~~70.3%, as compared to ~~71.9%~~69.2% during the same period in ~~2019.~~2020. This ~~decrease~~increase was driven by ~~lower average modular space~~higher utilization on units ~~on rent, partially offset by a lower total modular space unit fleet size.~~acquired as part of the Merger. The average portable storage unit utilization rate during the three months ended ~~June 30, 2020~~March 31, 2021 was ~~62.5%~~74.4%, as compared to ~~63.3%~~64.1% during the same period in ~~2019.~~2020. The ~~decrease~~increase in average portable storage utilization rate was driven by ~~declines in~~higher utilization on the ~~number of portable storage average units on rent.~~acquired Mobile Mini units.

Gross Profit: Our gross profit percentage was ~~42.8%~~50.2% and ~~38.5%~~41.5% for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. Our gross profit percentage, excluding the effects of depreciation, was ~~60.5%~~63.3% and ~~55.2%~~59.5% for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

Gross profit increased ~~$8.5~~$107.2 million, or ~~8.4%~~100.9%, to ~~$110.0~~$213.4 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$101.5~~$106.2 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The increase in gross profit is a result of ~~an $11.7~~a $107.2 million increase in ~~modular~~ leasing gross profit, ~~and~~ increased delivery and installation gross profit of ~~$0.6~~$6.2 million, and increased new and rental unit sale margins of $3.5 million. Increases in ~~modular leasing and services gross profit~~all were primarily a result of increased revenues due to the Merger and due to favorable average monthly rental rates in the NA Modular segment on modular space units, and modular leasing cost savings due to lower delivery volumes that were achieved as a result of actions taken by the Company to scale back variable labor and material costs in response to lower demand for new project deliveries.units. Increased delivery and installation margins were also driven by higher ~~pricing per transaction,~~margins achieved in the NA Storage segment as compared to the NA Modular segment. These increases were offset partially by lower delivery and installation activity volumes in the NA Modular segment due to reduced delivery ~~demand. These increases were partially offset~~and return activity and by increased depreciation of ~~$1.5~~$9.8 million as a result of fleet acquired in the Merger and capital investments made over the past twelve months in our existing rental ~~equipment and decreased new and rental unit sale margins of $2.2 million due to lower demand.~~equipment.

SG&A: Selling, general and administrative ("SG&A") ~~decreased $5.1~~increased $51.0 million, or ~~7.2%~~77.9%, to ~~$65.3~~$116.5 million for the three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$70.4~~$65.5 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The primary driver of the ~~decrease~~increase is related to ~~lower discrete costs. Discrete items within~~additional SG&A ~~decreased~~costs related to operating a larger business as a result of the Merger. SG&A costs for the NA Storage, UK Storage, and Tank and Pump segments totaled $43.1 million for the three months ended ~~June 30, 2020, compared~~March 31, 2021. Additionally, as a result of the Merger and the related integration, integration costs increased $5.7 million to $7.3 million for the three months ended ~~June 30, 2019, by $4.1~~March 31, 2021, compared to $1.7 million ~~as integration cost savings of $5.6 million as compared to~~for the three months ended ~~June 30, 2019~~March 31, 2020.

Transaction Costs: Transaction costs decreased $8.6 million to $0.8 million for the three months ended March 31, 2021 compared to $9.4 million for the three months ended March 31, 2020. Transaction costs were ~~only partially offset by transaction costs~~ related to the Merger ~~of $1.6 million. Stock compensation expense increased $0.3 million and other costs decreased $0.4 million as compared to the three months ended June 30, 2019.~~

~~Excluding discrete items, SG&A decreased $1.0 million as a result of decreased expenses related to travel and entertainment,~~ which drove a decrease of approximately $1.6 million and professional fees which decreased $1.6 million as compared to the prior year. These decreases were partially offset primarily by increased bad debt expense of $1.7 million compared to the prior year.closed on July 1, 2020.

Other Depreciation and Amortization: Other depreciation and amortization ~~remained flat at $2.9~~increased $15.2 million to $18.3 million for the three months ended ~~June 30, 2020 and 2019.~~

~~Impairment Losses on Long-lived Assets:~~ ~~Impairment losses on long-lived assets were $0.3~~March 31, 2021 compared to $3.1 million for the three months ended ~~June 30, 2019 related to~~March 31, 2020. $8.5 million of the ~~valuation of properties classified as assets held for sale~~increase was driven by increased depreciation as a result of the ~~ModSpace acquisition. No similar impairments occurred during~~inclusion of Mobile Mini subsequent to the ~~three months ended June 30, 2020.~~Merger and $6.6 million was driven by the amortization of the customer relationship intangible assets acquired in the Merger.

Lease Impairment expense and Other Related Charges: Lease impairment expense and other related charges was ~~$1.4~~$1.3 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared to ~~$1.5~~$1.7 million for the three months ended ~~June 30, 2019.~~March 31, 2020.

Restructuring Costs: In the three months ended ~~June 30, 2020,~~March 31, 2021, the Company had ~~$0.7~~$3.1 million of restructuring costs primarily ~~due to reductions in force across our branch network in response to COVID-19 economic conditions.~~as a result of employee termination costs resulting from the Merger. In the three months ended ~~June 30, 2019, $1.6~~March 31, 2020, $0.1 million of restructuring costs was recorded ~~primarily related~~for a reversal of restructuring costs attributable to adjustments to previously recorded employee termination ~~costs as a result of the ModSpace integration.~~accruals.

Currency Losses (Gains), net: Currency losses, ~~(gains),~~ net ~~of $0.4~~decreased by $0.9 million ~~gain~~to a $0.0 million loss for the three months ended ~~June 30, 2020 was flat compared to~~March 31, 2021 from a $0.9 million loss for the three months ended ~~June 30, 2019.~~March 31, 2020. This decrease was primarily attributable to the impact of foreign currency exchanges rate changes on intercompany receivables and payables denominated in a currency other than the subsidiary's functional currency.

Other Income, Net: Other income, net was ~~$1.0~~$2.0 million for the three months ended ~~June 30, 2020~~March 31, 2021 compared to ~~income~~expense of ~~$1.3~~$0.3 million for the three months ended ~~June 30, 2019.~~March 31, 2020. Other income, net of ~~$1.0~~$2.0 million for the three months ended ~~June 30, 2020 reflects~~March 31, 2021 was primarily the ~~reversal~~result of ~~a non-income tax liability~~gains recorded on the sale of ~~$1.3 million. Other income, net of $1.3~~real estate during the period.

Interest Expense: Interest expense increased $1.7 million, or 6.0%, to $30.0 million for the three months ended ~~June 30, 2019 was primarily driven by the receipt of $1.1 million of insurance proceeds related to assets damaged during Hurricane Harvey.~~

I~~nterest Expense:~~ ~~Interest expense decreased $3.2 million, or 10.1%, to $28.5~~March 31, 2021 from $28.3 million for the three months ended ~~June 30, 2020 from $31.7 million for the three months ended June 30, 2019.~~March 31, 2020. The ~~decrease~~increase in interest expense is ~~primarily attributable~~a result of the Merger which increased debt outstanding at March 31, 2021 by approximately $828 million compared to ~~the repayment~~March 31, 2020, offset by lower overall weighted average interest rates as a result of our ~~10% senior unsecured notes in~~refinancing activities over the ~~second quarter of 2019, the partial redemption of our 2022 senior secured notes in December 2019, and lower interest rates and average balances outstanding on our ABL facility.~~past 12 months. See Note 9 to the condensed consolidated financial statements for further discussion of our debt.

Fair Value (Gain) Loss on Common Stock Warrant Liabilities: The change in fair value of common stock warrant liabilities decreased $122.5 million, to a $27.2 million loss for the three months ended March 31, 2021 from a $95.3 million gain for the three months ended March 31, 2020. The decrease was primarily attributable to the change in estimated fair value of common stock warrant liabilities.

Loss on Extinguishment of Debt: WeDuring the three months ended March 31, 2021, using cash on hand and borrowings on the 2020 ABL Facility, the Company redeemed ~~$200.0 million in aggregate~~10% of the outstanding principal, ~~amount~~$65.0 million, of ~~our senior unsecured notes in the second quarter of 2019 at a redemption price of 102.0%, plus a make-whole premium of 1.1%, for total premiums of 3.1%. As a result, we~~its 2025 Secured Notes and recorded a loss on extinguishment of debt of ~~$7.2~~$3.2 million ~~which included $6.2~~

comprised of a redemption premium of $1.9 million ~~of premium~~ and ~~$1.0 million related to the write-off~~write off of unamortized deferred financing fees

~~Income Tax Benefit:~~ ~~Income tax benefit decreased $0.9 million to $0.3 million for the three months ended June 30, 2020 compared to $1.2 million for the three months ended June 30, 2019.~~ The decrease in income tax benefit was driven by pre-tax income being offset by a tax benefit from a release of valuation allowance and discrete items in the three months ended June 30, 2020 as compared to discrete benefits recorded in the three months ended June 30, 2019 that were not recurring at June 30, 2020.

~~Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019~~

~~Our consolidated statements of operations for the six months ended June 30, 2020 and 2019 are presented below:~~

Six Months Ended
June 30, 2020 vs. 2019 $ Change
(in thousands) 2020 2019
Revenues:
Leasing and services revenue:
Modular leasing $ 378,495 $ 363,110 $ 15,385
Modular delivery and installation 102,710 105,966 (3,256)
Sales revenue:
New units 19,376 26,348 (6,972)
Rental units 12,102 21,974 (9,872)
Total revenues 512,683 517,398 (4,715)
Costs:
Costs of leasing and services:
Modular leasing 97,556 102,308 (4,752)
Modular delivery and installation 87,388 91,811 (4,423)
Costs of sales:
New units 12,534 18,877 (6,343)
Rental units 7,609 14,516 (6,907)
Depreciation of rental equipment 91,442 85,071 6,371
Gross Profit 216,154 204,815 11,339
Expenses:
Selling, general and administrative 140,240 143,704 (3,464)
Other depreciation and amortization 5,957 5,733 224
Impairment losses on long-lived assets — 2,638 (2,638)
Lease impairment expense and other related charges 3,055 4,605 (1,550)
Restructuring costs 689 3,288 (2,599)
Currency (gains) losses, net 518 (670) 1,188
Other income, net (745) (2,241) 1,496
Operating income 66,440 47,758 18,682
Interest expense 56,776 62,783 (6,007)
Loss on extinguishment of debt — 7,244 (7,244)
Income from operations before income tax 9,664 (22,269) 31,933
Income tax expense (benefit) 505 (802) 1,307
Net income (loss) 9,159 (21,467) 30,626
Net income (loss) attributable to non-controlling interest, net of tax 1,213 (1,590) 2,803
Net income (loss) attributable to WillScot $ 7,946 $ (19,877) $ 27,823

~~Comparison of Six Months Ended June 30, 2020 and 2019~~

~~Revenue:~~ Total revenue decreased $4.7 million, or 0.9%, to $512.7 million for the six months ended June 30, 2020 from $517.4 million for the six months ended June 30, 2019. The decrease was primarily the result of a $6.9 million, or 26.2%, and $9.9 million, or 45.0%, decrease in new unit and rental unit sales, respectively and a $3.3 million, or 3.1%, decrease in modular delivery and installation revenue. The decline in modular delivery and installation revenues was primarily driven by lower delivery volumes during the second quarter related to the impact of new project cancellations and delays as a result of the COVID-19 pandemic. These decreases were partially offset by an increase of $15.4 million, or 4.2%, in modular leasing revenue for the six months ended June 30, 2020 driven by improved pricing on modular space units.

Total average units on rent for the six months ended June 30, 2020 and 2019 were 103,656 and 109,815, respectively. The decrease was due primarily to lower delivery volumes, including reduced demand for new projects since mid-March of 2020 as a result of COVID-19, with modular space average units on rent decreasing 5,267 units, or 5.7%, for the six months ended June 30, 2020 as compared to the six months ended June 30, 2019. Modular space average monthly rental rates increased 11.5% to $661 for the six months ended June 30, 2020. Improved pricing was driven by a combination of our price optimization tools and processes, as well as by continued growth in our “Ready to Work” solutions and increased VAPS penetration across our customer base. Portable storage average units on rent decreased by 892 units, or 5.2%, for the six months ended June 30, 2020. Average portable storage monthly rental rates of $120 were flat compared to the six months ended June 30, 2019. The average modular space unit utilization rate during the six months ended June 30, 2020 was 68.9%, as compared to 72.2% during the same period in 2019. This decrease was driven by lower average modular space units on rent, partially offset by a lower total modular space unit fleet size. The average portable storage unit utilization rate during the six months ended June 30, 2020 was 63.5%, as compared to 65.0% during the same period in 2019. The decrease in average portable storage utilization rate was driven by a decline in the number of portable storage average units on rent.

~~Gross Profit:~~ Our gross profit percentage was 42.2% and 39.6% for the six months ended June 30, 2020 and 2019, respectively. Our gross profit percentage, excluding the effects of depreciation, was 60.0% and 56.0% for the six months ended June 30, 2020 and 2019, respectively.

Gross profit increased $11.4 million, or 5.6%, to $216.2 million for the six months ended June 30, 2020 from $204.8 million for the six months ended June 30, 2019. The increase in gross profit is a result of a $21.2 million increase in modular leasing and services gross profit. Increases in modular leasing and services gross profit were primarily a result of increased revenues due to favorable average monthly rental rates on modular space units, as well as due to modular leasing cost savings during the second quarter due to lower delivery volumes that were achieved as a result of actions taken by the Company to scale back variable labor and material costs in response to lower demand for new project deliveries. Increased delivery and installation margins were driven primarily by higher pricing per transaction, offset partially by lower activity volumes primarily in the second quarter due to reduced delivery demand. These increases were partially offset by increased depreciation of $6.3 million as a result of capital investments made over the past twelve months in our existing rental equipment and decreased new and rental unit sale margins of $3.5 million due to lower demand.

~~SG&A:~~ SG&A decreased $3.5 million, or 2.4%, to $140.2 million for the six months ended June 30, 2020, compared to $143.7 million for the six months ended June 30, 2019. The primary driver of the decrease is related to decreased discrete costs. Discrete items within SG&A decreased for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, by $3.1 million as integration cost savings of $14.1 million as compared to the six months ended June 30, 2019 were only partially offset by transaction costs related to the Mobile Mini transaction of $11.1 million. Stock compensation expense increased $0.8 million and other costs decreased $0.9 million as compared to the six months ended June 30, 2019.

Excluding discrete items, SG&A decreased $0.4 million as a result of decreased expenses related to occupancy costs, which decreased $1.2 million, travel and entertainment costs, which decreased $1.3 million, professional fees, which decreased $1.3 million, and tax cost savings of approximately $1.0 million as compared to the prior year. These cost savings were partially offset primarily by increased employee costs, which increased $1.3 million, increased bad debt expense of $1.0 million, and approximately $2.4 million of cost incurred related to the bi-annual company meeting held in January 2020.

~~Other Depreciation and Amortization:~~ ~~Other depreciation and amortization increased $0.3 million, or 5.3%, to $6.0 million for the six months ended June 30, 2020, compared to $5.7 million for the six months ended June 30, 2019.~~

~~Impairment Losses on Long-Lived Assets:~~ Impairment losses on long-lived assets were $2.6 million for the six months ended June 30, 2019 related to the valuation of properties classified as assets held for sale as a result of the ModSpace acquisition. No similar impairments occurred during the six months ended June 30, 2020.

~~Lease Impairment expense and Other Related Charges:~~ ~~Lease impairment expense and other related charges were $3.1 million for the six months ended June 30, 2020 as compared to $4.6 million for the six months ended June 30, 2019.~~

~~Restructuring Costs:~~ Restructuring costs were $0.7 million for the six months ended June 30, 2020 as compared to $3.3 million for the six months ended June 30, 2019. The restructuring charges in the six months ended June 30, 2020 were due to reductions in force across our branch network in response to COVID-19 economic conditions. The restructuring charges in the six months ended June 30, 2019 related primarily to employee termination costs related to the ModSpace and Acton acquisitions and integrations.

~~Currency (Gains) Losses, net:~~ Currency (gains) losses, net fluctuated by $1.2 million to a $0.5 million loss for the six months ended June 30, 2020 compared to a $0.7 million gain for the six months ended June 30, 2019. The increase in currency (gains) losses, net, in 2020 was primarily attributable to the impact of foreign currency exchange rate changes on loans and borrowings and intercompany receivables and payables denominated in a currency other than the subsidiaries’ functional currency.

~~Other Expense (Income), Net:~~ Other income, net was $0.7 million and $2.2 million for the six months ended June 30, 2020 and 2019, respectively. Other income, net of $0.7 million for the six months ended June 30, 2020 was primarily related to the reversal of a non-income tax liability of $1.3 million. Other income, net of $2.2 million for the six months ended June 30, 2019 was driven primarily by the receipt of a $0.9 million settlement in the first quarter of 2019, and the receipt of $1.1 million of insurance proceeds related to assets damaged during Hurricane Harvey in the second quarter of 2019.

~~Interest Expense:~~ Interest expense decreased $6.0 million, or 9.6%, to $56.8 million for the six months ended June 30, 2020 from $62.8 million for the six months ended June 30, 2019. Interest expense for the six months ended June 30, 2020 is lower than the same period in 2019 due to lower rates and average balances outstanding on our ABL facility and the repayment of our 10% senior unsecured notes in the second quarter of 2019, offset by an increase in borrowings of $190.0 million in the second quarter of 2019 under our 6.875% senior secured notes, which are outstanding for all six months in 2020.

~~Loss on Extinguishment of Debt:~~ We redeemed $200.0 million in aggregate outstanding principal amount of our senior unsecured notes in the second quarter of 2019 at a redemption price of 102.0%, plus a make-whole premium of 1.1%, for total premiums of 3.1%. As a result, we recorded a loss on extinguishment of debt of $7.2 million, which included $6.2 million of premium and $1.0 million related to the write-off of unamortized deferred financing fees

Income Tax Expense: Income tax expense increased ~~$1.3~~$9.7 million to ~~$0.5~~$10.5 million ~~expense~~ for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 compared to a $0.8 million ~~benefit~~ for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. The increase ~~in income tax expense~~ was driven by ~~legislative enacted discrete benefits recorded in~~increases to income during the ~~six months ended June 30, 2019 which did not occur in the six months ended June 30, 2020.~~period.

Business Segment Results

~~Our principal line~~The Company operates in four reportable segments as follows: NA Modular, NA Storage, UK Storage and Tank and Pump. The NA Modular segment represents the activities of ~~business is modular leasing~~WillScot prior to the Merger. The NA Storage, UK Storage and ~~sales. Modular leasing~~Tank and ~~sales comprises two reportable segments: Modular - US and Modular - Other North America. The Modular - US reportable segment includes~~Pump segments align to the ~~contiguous 48 states and Hawaii, and~~three segments reported by Mobile Mini prior to the ~~Modular - Other North America reportable segment includes Alaska, Canada and Mexico.~~Merger.

The following tables and discussion summarize our reportable segment financial information for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019. Future changes to our organizational structure, including those that will result from our Merger with~~2020. The below results only include Mobile Mini ~~may result in changes~~for the periods subsequent to the Merger. A Summary Business Segment Supplemental Unaudited Pro Forma Financial Information section has been included in this MD&A in order to provide period over period comparable financial information for the NA Storage, UK Storage and Tank and Pump reporting segments ~~disclosed.~~as these segments were not included in our reported results for the three months ended March 31, 2020.

Comparison of Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~


		Three Months Ended June 30, 2020																Three Months Ended March 31, 2021
(in thousands, except for units on rent and rates)	(in thousands, except for units on rent and rates)	Modular - US			Modular - Other North America			Total			(in thousands, except for units on rent and rates)	NA Modular			NA Storage			UK Storage			Tank and Pump			Total
Revenue	Revenue	$	236,048		$	20,814		$	256,862		Revenue	$	266,224		$	107,748		$	27,007		$	24,344		$	425,323
Gross profit	Gross profit	$	100,951		$	9,013		$	109,964		Gross profit	$	113,002		$	72,619		$	16,493		$	11,266		$	213,380
Adjusted EBITDA	Adjusted EBITDA	$	90,613		$	6,907		$	97,520		Adjusted EBITDA	$	97,371		$	46,322		$	11,064		$	8,828		$	163,585
Capital expenditures for rental equipment	Capital expenditures for rental equipment	$	38,065		$	1,969		$	40,034		Capital expenditures for rental equipment	$	39,135		$	3,472		$	6,770		$	3,158		$	52,535
Modular space units on rent (average during the period)		78,493			8,603			87,096
Average modular space units on rent											Average modular space units on rent	84,795			16,439			9,115			—			110,349
Average modular space utilization rate	Average modular space utilization rate	70.6		%	53.7		%	68.5		%	Average modular space utilization rate	67.6		%	79.4		%	83.8		%	—		%	70.3		%
Average modular space monthly rental rate	Average modular space monthly rental rate	$	681		$	562		$	669		Average modular space monthly rental rate	$	737		$	535		$	404		$	—		$	679
Portable storage units on rent (average during the period)		15,505			364			15,869
Average portable storage units on rent											Average portable storage units on rent	14,903			105,810			24,647			—			145,360
Average portable storage utilization rate	Average portable storage utilization rate	63.0		%	47.6		%	62.5		%	Average portable storage utilization rate	60.3		%	73.9		%	89.2		%	—		%	74.4		%
Average portable storage monthly rental rate	Average portable storage monthly rental rate	$	121		$	98		$	120		Average portable storage monthly rental rate	$	124		$	148		$	82		$	—		$	135
Average tank and pump solutions rental fleet utilization based on original equipment cost											Average tank and pump solutions rental fleet utilization based on original equipment cost	—		%	—		%	—		%	67.4		%	67.4		%


		Three Months Ended June 30, 2019																Three Months Ended March 31, 2020
(in thousands, except for units on rent and rates)	(in thousands, except for units on rent and rates)	Modular - US			Modular - Other North America			Total			(in thousands, except for units on rent and rates)	NA Modular			NA Storage			UK Storage			Tank and Pump			Total
Revenue	Revenue	$	236,502		$	27,211		$	263,713		Revenue	$	255,821		$	—		$	—		$	—		$	255,821
Gross profit	Gross profit	$	92,471		$	9,013		$	101,484		Gross profit	$	106,190		$	—		$	—		$	—		$	106,190
Adjusted EBITDA	Adjusted EBITDA	$	80,547		$	7,007		$	87,554		Adjusted EBITDA	$	89,544		$	—		$	—		$	—		$	89,544
Capital expenditures for rental equipment	Capital expenditures for rental equipment	$	58,241		$	2,974		$	61,215		Capital expenditures for rental equipment	$	39,648		$	—		$	—		$	—		$	39,648
Modular space units on rent (average during the period)		83,273			9,027			92,300
Average modular space units on rent											Average modular space units on rent	87,989			—			—			—			87,989
Average modular space utilization rate	Average modular space utilization rate	74.1		%	56.3		%	71.9		%	Average modular space utilization rate	69.2		%	—		%	—		%	—		%	69.2		%
Average modular space monthly rental rate	Average modular space monthly rental rate	$	612		$	603		$	611		Average modular space monthly rental rate	$	653		$	—		$	—		$	—		$	653
Portable storage units on rent (average during the period)		16,146			398			16,544
Average portable storage units on rent											Average portable storage units on rent	16,346			—			—			—			16,346
Average portable storage utilization rate	Average portable storage utilization rate	63.6		%	50.8		%	63.3		%	Average portable storage utilization rate	64.1		%	—		%	—		%	—		%	64.1		%
Average portable storage monthly rental rate	Average portable storage monthly rental rate	$	121		$	121		$	121		Average portable storage monthly rental rate	$	119		$	—		$	—		$	—		$	119
Average tank and pump solutions rental fleet utilization based on original equipment cost											Average tank and pump solutions rental fleet utilization based on original equipment cost	—		%	—		%	—		%	—		%	—		%

NA Modular ~~- US Segment~~

Revenue: Total revenue ~~decreased $0.5~~increased $10.4 million, or ~~0.2%~~4.1%, to ~~$236.0 million~~ ~~for the three months ended June 30, 2020 from~~ ~~$236.5~~$266.2 million for the three months ended ~~June 30, 2019.~~March 31, 2021 from $255.8 million for the three months ended March 31, 2020. The ~~decrease~~increase was primarily the result of ~~a $5.3~~an $11.3 million, or ~~10.1% decrease~~6.0%, increase in leasing revenue and a $3.7 million, or 54.4%, increase in rental unit sales revenue. This increase was partially offset by decreases in modular delivery and installation revenues ~~$0.9~~of $2.4 million, or ~~8.7%~~4.7%, and a $2.2 million, or 22.9%, decrease in new unit sales, and $0.8 million, or 16.3%, decrease in rental unit sales revenue. The decline in modular delivery and installation revenues was primarily driven by lower delivery volumes during the second quarter related to the impact of new project cancellations and delays as a result of the COVID-19 pandemic. The decreases were partially offset by an increase of modular leasing revenue of $6.5 million, or 3.9% driven by improved pricing.sales. Average modular space monthly rental rates increased ~~11.3%~~12.9% for the three months ended ~~June 30, 2020~~March 31, 2021 to ~~$681~~$737 driven by ~~a combination~~the continuation of ~~our~~the long-term price optimization ~~tools~~ and ~~processes, as well as by continued growth in our “Ready to Work” solutions and increased~~ VAPS penetration opportunities across our ~~customer base.~~portfolio. Improved pricing was partially offset by lower volumes as average modular space units on rent decreased ~~4,780~~by 3,194 units, or ~~5.7%.~~3.6%, year over year. The decrease was driven primarily by lower ~~delivery volumes,~~deliveries, including reduced demand for new ~~projects since mid-March of 2020~~project deliveries as a result of ~~COVID-19.~~the COVID-19 pandemic primarily in the second and third quarter of 2020.

Gross Profit: Gross profit increased ~~$8.5~~$6.8 million, or ~~9.2%~~6.4%, to ~~$101.0~~$113.0 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$92.5~~$106.2 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The increase in gross profit was driven by higher ~~modular~~ leasing gross profit, which increased ~~$13.0~~$9.9 million, or ~~11.0%~~7.1%, driven ~~equally~~ from improved pricing including VAPS and modular leasing cost savings due to lower delivery volumes that were achieved as a result of actions taken by the Company to scale back variable labor and material costs in response to lower demand for new project deliveries.VAPS. The increase in gross profit

from ~~modular~~ leasing for the three months ended ~~June 30, 2020~~March 31, 2021 was further complemented by a $1.7 million increase in rental unit sales gross profit. These increases were partially offset by a ~~$1.1~~$3.2 million decrease in ~~sales gross profit, a $1.2 million decrease in modular~~ delivery and installation gross profit, ~~due to lower activity volumes due to reduced delivery demand,~~a $0.8 million decrease in new sales gross profit, and a ~~$2.5~~$0.8 million increase in depreciation of rental equipment related to capital investments made in our existing rental ~~equipment over the past twelve months.~~equipment.

Adjusted EBITDA: Adjusted EBITDA increased ~~$10.1~~$7.9 million, or ~~12.5%~~8.8%, to ~~$90.6~~$97.4 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$80.5~~$89.5 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The increase was driven by higher ~~modular~~ leasing gross profit discussed above. SG&A, excluding discrete items, decreased $0.2 million, or 0.3%, for the three months ended ~~June 30, 2020,~~March 31, 2021, as compared to the three months ended June 30, 2019. Decreases were related to $1.3 million decrease in travel and entertainment and $1.6 million decrease in professional fees compared to the prior year. Decreases were partially offset by employee costs which increased $0.7 million, occupancy costs which increased $0.4 million, and increased bad debt expense of $1.8 million compared to the prior year.March 31, 2020.

Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments decreased ~~$20.1~~$0.5 million, or ~~34.5%~~1.3%, to ~~$38.1~~$39.1 million for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$58.2~~$39.6 million for the three months ended ~~June 30, 2019.~~March 31, 2020. Net CAPEX, as defined below in Item 2. Other Non-GAAP Financial Data and Reconciliations,, also decreased ~~$10.1~~$12.3 million, or ~~22.1%~~40.2%, to ~~$35.5~~$18.3 million. The ~~decreases~~decrease for both were driven by decreased spending on refurbishments and VAPS due to less constrained fleet and reduced demand as a result of the COVID-19 pandemic, and cost improvements experienced over the prior year related to better unit selection and scoping on refurbishments.

~~Modular - Other North America Segment~~

~~Revenue:~~ Total revenue decreased $6.4 million, or 23.5%, to $20.8 million for the three months ended June 30, 2020 from $27.2 million for the three months ended June 30, 2019. Decreases were driven by rental unit sale decreases of $4.3 million, or 78.2%, reduced modular leasing revenues, which decreased $2.1 million, or 12.4%, and new unit sales decreases of $0.9 million, or 75.0% for the three months ended June 30, 2020. These decreases were partially offset by increased modular delivery and installation revenue, which increased $0.9 million, or 25.7%. Average modular space monthly rental rates decreased 6.8% primarily as a result of unfavorable foreign currency movements (decrease of 0.8% at constant currency) and average modular space units on rent decreased by 424 units, or 4.7%.

~~Gross Profit:~~ ~~Gross profit of $9.0 million for the three months ended June 30, 2020 was flat compared to the three months ended June 30, 2019. The effects of unfavorable foreign currency movements de~~creased gross profit by $0.6 million related to changes in the Canadian dollar and Mexican peso in relation to the US dollar. The increase in gross profit, excluding the effects of foreign currency, of $0.6 million was driven primarily by increased modular delivery and installation margins of $1.2 million as a result of ~~higher pricing per transaction and l~~ower variable costs, and lower depreciation of $0.7 million for the three months ended June 30, 2020, partially offset by reduced new and rental unit sales gross profit of $0.7 million and lower modular leasing gross profit of $0.6 million for three months ended June 30, 2020.

~~Adjusted EBITDA:~~ Adjusted EBITDA decreased $0.1 million, or 1.4%, to $6.9 million for the three months ended June 30, 2020 from $7.0 million for the three months ended June 30, 2019. This decrease was driven by reduced gross profit discussed above, excluding depreciation and including the effects of unfavorable foreign currency movements, partially offset by decreased SG&A, excluding discrete items, which decreased $0.8 million, or 12.2%, for the three months ended June 30, 2020, as compared to the three months ended June 30, 2019. Decreases were primarily related to travel and entertainment decreases of $0.2 million and occupancy costs decreases of $0.4 million as a result of realized cost savings achieved through restructuring activities and by exiting redundant real estate locations over the past year.

~~Capital Expenditures for Rental Equipment:~~ ~~Purchases of rental equipment and refurbishments decreased $1.0 million, or 33.3%, to $2.0 million for the three months ended June 30, 2020 from $3.0 million for the three months ended June 30, 2019.~~ Net CAPEX ~~as defined below in~~ ~~Item 2. Other Non-GAAP Financial Data and Reconciliations~~, increased $3.3 million, or 137.5%, to $0.9 million from negative $2.4 million for the three months ended June 30, 2019 due to reduced rental unit sale activity for the three months ended June 30, 2020.

~~Comparison of Six Months Ended June 30, 2020 and 2019~~

Six Months Ended June 30, 2020
(in thousands, except for units on rent and rates) Modular - US Modular - Other North America Total
Revenue $ 469,912 $ 42,771 $ 512,683
Gross profit $ 197,260 $ 18,894 $ 216,154
Adjusted EBITDA $ 172,296 $ 14,766 $ 187,062
Capital expenditures for rental equipment $ 75,071 $ 4,611 $ 79,682
Modular space units on rent (average during the period) 78,989 8,553 87,542
Average modular space utilization rate 71.1 % 53.4 % 68.9 %
Average modular space monthly rental rate $ 670 $ 580 $ 661
Portable storage units on rent (average during the period) 15,738 376 16,114
Average portable storage utilization rate 64.0 % 49.3 % 63.5 %
Average portable storage monthly rental rate $ 120 $ 105 $ 120

Six Months Ended June 30, 2019
(in thousands, except for units on rent and rates) Modular - US Modular - Other North America Total
Revenue $ 466,677 $ 50,721 $ 517,398
Gross profit $ 186,419 $ 18,396 $ 204,815
Adjusted EBITDA $ 156,490 $ 14,415 $ 170,905
Capital expenditures for rental equipment $ 108,162 $ 4,926 $ 113,088
Modular space units on rent (average during the period) 83,873 8,936 92,809
Average modular space utilization rate 74.6 % 55.7 % 72.2 %
Average modular space monthly rental rate $ 594 $ 578 $ 593
Portable storage units on rent (average during the period) 16,602 404 17,006
Average portable storage utilization rate 65.4 % 51.6 % 65.0 %
Average portable storage monthly rental rate $ 120 $ 115 $ 120

~~Modular - US Segment~~

~~Revenue:~~ ~~Total revenue increased $3.2 million, or 0.7%, to $469.9 million for the six months ended June 30, 2020 from $466.7 million for the six months ended June 30, 2019. The increase~~ was driven by increased ~~modular leasing revenues, which increased $17.2 million, or 5.2%, driven by improved pricing. Average modular space monthly~~proceeds from sales of rental ~~rates increased 12.8% for the six months ended June 30, 2020. Improved pricing was driven by a combination of our price optimization tools~~units and ~~processes, as well as by continued growth in our “Ready to Work” solutions~~plant, property and increased VAPS penetration across our customer base. Increases in pricing were partially offset by decreased average modular space units on rent, which decreased 4,884 units, or 5.8%. The decrease in units on rent was due primarily to lower delivery volumes,equipment, including reduced demand for new projects since mid-March of 2020 as a result of new project cancellations and delays as a result of the COVID-19 pandemic. The increase in leasing revenue was partially offset by decreases in delivery and installation revenues driven by lower delivery volumesreal estate sold during the second quarter and lower sales revenues. Delivery and installation revenue decreased $3.7 million, or 3.8%, new unit sales revenue decreased $5.6 million, or 23.0% and rental unit sales revenue decreased $4.7 million, or 35.6%.

~~Gross Profit:~~ Gross profit increased $10.9 million, or 5.8%, to $197.3 million for the six months ended June 30, 2020 from $186.4 million for the six months ended June 30, 2019. The increase in gross profit was driven by higher modular leasing revenues driven by improved pricing and VAPS, as well as by lower modular leasing cost due to lower delivery demand in the second quarter and reduced variable costs. The increase in gross profit from modular leasing revenues was partially offset by a $7.6 million increase in depreciation of rental equipment primarily as a result of capital investments made over the past twelve months in our existing rental equipment for the six months ended June 30, 2020.

~~Adjusted EBITDA:~~ Adjusted EBITDA increased $15.8 million, or 10.1%, to $172.3 million for the six months ended June 30, 2020 from $156.5 million for the six months ended June 30, 2019. The increase was driven by higher modular leasing gross profits discussed above, partially offset by increases in SG&A, excluding discrete and other items, of $0.8 million. Increases in SG&A, excluding discrete items, primarily relate to increased employee costs of $1.5 million, increased bad debt expense of $1.0 million, and approximately $2.3 million of costs related to the bi-annual company meeting held in January. These increases were partially offset by decreased travel and entertainment of $1.1 million, decreased professional fees of $1.2 million, decreased occupancy costs of $0.6 million, and decreased computer costs of $0.7 million.

~~Capital Expenditures for Rental Equipment:~~ Capital expenditures for rental equipment decreased $33.1 million, or 30.6%, to $75.1 million for the six months ended June 30, 2020 from $108.2 million for the six months ended June 30, 2019. Net CAPEX, as defined below in ~~Item 2. Other Non-GAAP Financial Data and Reconciliations~~, also decreased $18.4 million, or 21.0%, to $69.4 million. The decreases for both were driven by decreased spend for refurbishments and VAPS due to less constrained fleet and reduced demand as a result of the COVID-19 pandemic, and cost improvements experienced over the prior year related to better unit selection and scoping on refurbishments.

~~Modular - Other North America Segment~~

~~Revenue:~~ Total revenue decreased $7.9 million, or 15.6%, to $42.8 million for the six months ended June 30, 2020 from $50.7 million for the six months ended June 30, 2019. Decreases were driven primarily by declines in new unit and rental unit sales, which decreased $1.4 million, or 66.7% and $5.2 million, or 59.1%, respectively, compared to the six months ended June 30, 2019. Modular leasing revenue decreased $1.8 million, or 5.6%, driven by declined volumes in the period. Average modular space units on rent decreased by 383 units, or 4.3%, for the period, and average modular space monthly rental rates increased 0.3%. Modular delivery and installation revenues increased $0.4 million, or 5.3%.

~~Gross Profit:~~ Gross profit increased $0.5 million, or 2.7%, to $18.9 million for the six months ended June 30, 2020 from $18.4 million for the six months ended June 30, 2019. The effects of unfavorable foreign currency movements decreased gross profit by $0.7 million related to changes in the Canadian dollar and Mexican peso in relation to the US dollar. The increase in gross profit, excluding the effects of foreign currency, of $1.2 million was driven primarily by increased leasing and services margins of $1.5 million as a result of improved delivery and installation margins and increased average monthly rental rates (increase of 4.3% at constant currency) and lower variable costs, and lower depreciation of $1.0 million for the six months ended June 30, 2020, partially offset by reduced new and rental unit sales gross profit of $1.3 million for the six months ended June 30, 2020.

~~Adjusted EBITDA:~~ Adjusted EBITDA increased $0.4 million, or 2.8%, to $14.8 million for the six months ended June 30, 2020 from $14.4 million for the six months ended June 30, 2019. This increase was driven by decreased SG&A, excluding discrete items, which decreased $1.1 million for the six months ended June 30, 2020 compared to the six months ended June 30, 2019. Decreases were related primarily to decreased occupancy costs of $0.6 million, decreased employee costs of $0.1 million, and decreased travel and entertainment of $0.1 million, among other cost savings. SG&A savings were partially offset by decreased gross profits as discussed above, excluding depreciation and including the effects of unfavorable foreign currency movements.

~~Capital Expenditures for Rental Equipment:~~ Capital expenditures for rental equipment decreased $0.3 million, or 6.1%, to $4.6 million for the six months ended June 30, 2020 from $4.9 million for the six months ended June 30, 2019. Net CAPEX, as defined below in ~~Item 2. Other Non-GAAP Financial Data and Reconciliations~~, increased $0.3 million, or 10.7%, to negative $2.5 million during the six months ended June 30, 2020, as a result of increased rental unit sales in the period that exceeded capital expenditures for rental equipment. This compared to net capital expenditures of negative $2.8 million for the six months ended June 30, 2019.

Other Non-GAAP Financial Data and Reconciliations

We use certain non-GAAP financial information that we believe is important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends.

We evaluate business segment performance on Adjusted EBITDA, a non-GAAP measure that excludes certain items as described in the reconciliation of our consolidated net income (loss) to Adjusted EBITDA reconciliation below. We believe that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic operating results of the Company.

We also regularly evaluate gross profit by segment to assist in the assessment of the operational performance of each operating segment. We consider Adjusted EBITDA to be the more important metric because it more fully captures the business performance of the segments, inclusive of indirect costs.

Adjusted EBITDA

We define EBITDA as net income (loss) plus interest expense, income tax expense (benefit), depreciation and amortization. Our adjusted EBITDA ("Adjusted EBITDA") reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations:

•Currency (gains) losses, ~~(gains),~~ net: on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries’ functional currency. Substantially all such currency ~~losses (gains)~~gains (losses) are unrealized and attributable to financings due to and from affiliated companies.

•Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet and property, plant and equipment.

•Restructuring costs, lease impairment expense, and other related charges associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs.

•Transaction costs including legal and professional fees and other transaction specific related costs.

•Costs to integrate acquired companies, including outside professional fees, non-capitalized costs associated with system integrations, non-lease branch and fleet relocation expenses, employee training costs and other ~~costs.~~costs required to realize cost or revenue synergies.

•Non-cash charges for stock compensation plans.

•Gains and losses resulting from changes in fair value and extinguishment of common stock warrant liabilities.

•Other expense includes consulting expenses related to certain one-time projects, financing costs not classified as interest expense and gains and losses on disposals of property, plant and equipment.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider the measure in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing ~~WillScot’s~~WillScot Mobile Mini’s results as reported under GAAP. Some of these limitations are:

•Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs;

•Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

•Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;

•Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

•Adjusted EBITDA does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

•other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as measures of cash that will be available to meet our obligations. The following table provides an unaudited reconciliation of ~~net loss~~Net income (loss) to Adjusted EBITDA:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(in thousands)	(in thousands)	2020		2019		2020		2019		(in thousands)	2021		2020
Net Income (loss)		$	12,833	$	(11,438)	$	9,159	$	(21,467)
													(as restated)
Net income										Net income	$	4,447	$	91,655
Income tax expense										Income tax expense	10,481		790
Loss on extinguishment of debt	Loss on extinguishment of debt	—		7,244		—		7,244		Loss on extinguishment of debt	3,185		—
Income tax (benefit) expense		(285)		(1,180)		505		(802)
Interest expense	Interest expense	28,519		31,668		56,776		62,783		Interest expense	29,964		28,257
Depreciation and amortization	Depreciation and amortization	48,377		46,917		97,399		90,804		Depreciation and amortization	74,022		49,022
Currency losses (gains), net		(380)		(354)		518		(670)
Goodwill and other impairments		—		348		—		2,638
Fair value loss (gain) on common stock warrant liabilities										Fair value loss (gain) on common stock warrant liabilities	27,207		(95,329)
Currency losses, net										Currency losses, net	36		898
Restructuring costs, lease impairment expense and other related charges	Restructuring costs, lease impairment expense and other related charges	2,143		3,152		3,744		7,893		Restructuring costs, lease impairment expense and other related charges	4,395		1,601
Transaction costs		1,619		—		11,050		—
Merger transaction costs										Merger transaction costs	844		9,431
Integration costs	Integration costs	2,153		8,242		3,839		18,380		Integration costs	7,342		1,685
Stock compensation expense	Stock compensation expense	2,227		1,900		4,014		3,190		Stock compensation expense	3,514		1,787
Other income^(a)		314		1,055		58		912
Other										Other	(1,852)		(253)
Adjusted EBITDA	Adjusted EBITDA	$	97,520	$	87,554	$	187,062	$	170,905	Adjusted EBITDA	$	163,585	$	89,544

~~(a) Other income represents primarily acquisition-related costs such~~

Net Income Excluding Gain/Loss from Warrants

We define Net Income Excluding Gain/Loss from Warrants as ~~advisory, legal, valuation and other professional fees in connection with actual~~Net Income plus or ~~potential business combinations, which are expensed as incurred, but do not reflect ongoing costs~~minus the impact of the change in the fair value of the common stock warrant liability. Management believes that our financial statements that will include the impact of this mark-to-market expense or income may not be necessarily reflective of the actual financial performance of our business.


	Three Months Ended March 31,
(in thousands)	2021		2020 (as restated)
Net income	$	4,447	$	91,655
Fair value loss (gain) on common stock warrant liabilities	27,207		(95,329)
Net Income (Loss) Excluding Gain/Loss from Warrants	$	31,654	$	(3,674)

Adjusted Gross Profit and Adjusted Gross Profit Percentage

We define Adjusted Gross Profit as gross profit plus depreciation on rental equipment. Adjusted Gross Profit Percentage is defined as Adjusted Gross Profit divided by revenue. Adjusted Gross Profit and Adjusted Gross Profit Percentage are not measurements of our financial performance under GAAP and should not be considered as an alternative to gross profit, gross profit percentage, or other performance measure derived in accordance with GAAP. In addition, our measurement of Adjusted Gross Profit and Adjusted Gross Profit Percentage may not be comparable to similarly titled measures of other companies. Management believes that the presentation of Adjusted Gross Profit and Adjusted Gross Profit Percentage provides useful information to investors regarding our results of operations because it assists in analyzing the performance of our business.

The following table provides an unaudited reconciliation of gross profit to Adjusted Gross Profit and Adjusted Gross Profit ~~Percentage:~~Percentage on a historical basis:


		Three Months Ended June 30,									Six Months Ended June 30,										Three Months Ended March 31,
(in thousands)	(in thousands)	2020			2019			2020			2019			(in thousands)	2021			2020
Revenue (A)	Revenue (A)	$	256,862		$	263,713		$	512,683		$	517,398		Revenue (A)	$	425,323		$	255,821

Gross profit (B)	Gross profit (B)	$	109,964		$	101,484		$	216,154		$	204,815		Gross profit (B)	$	213,380		$	106,190
Depreciation of rental equipment	Depreciation of rental equipment	45,494			43,968			91,442			85,071			Depreciation of rental equipment	55,698			45,948
Adjusted Gross Profit (C)	Adjusted Gross Profit (C)	$	155,458		$	145,452		$	307,596		$	289,886		Adjusted Gross Profit (C)	$	269,078		$	152,138

Gross Profit Percentage (B/A)	Gross Profit Percentage (B/A)	42.8		%	38.5		%	42.2		%	39.6		%	Gross Profit Percentage (B/A)	50.2		%	41.5		%
Adjusted Gross Profit Percentage (C/A)	Adjusted Gross Profit Percentage (C/A)	60.5		%	55.2		%	60.0		%	56.0		%	Adjusted Gross Profit Percentage (C/A)	63.3		%	59.5		%

Net CAPEX

We define Net CAPEX ~~("Net CAPEX")~~ as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities. ~~Our management~~Management believes that the presentation of Net CAPEX provides useful information to investors regarding the net capital invested into our rental fleet and plant, property and equipment each year to assist in analyzing the performance of our business.

The following table provides unaudited reconciliations of Net CAPEX on a historical basis:


	Three Months Ended March 31,
(in thousands)	2021		2020
Total purchases of rental equipment and refurbishments	$	(52,535)	$	(39,648)
Total proceeds from sale of rental equipment	15,202		6,786
Net CAPEX for Rental Equipment	(37,333)		(32,862)
Purchase of property, plant and equipment	(7,307)		(1,518)
Proceeds from sale of property, plant and equipment	13,729		3,840
Net CAPEX	$	(30,911)	$	(30,540)

Summary Business Segment Supplemental Pro Forma Financial Information

As a result of the Merger and the significant financing transactions, we believe presenting supplemental pro forma financial information is beneficial to the readers of the financial statements. The following table sets forth key metrics used by management to run the business on a pro forma basis as if the Merger and financing transactions had occurred on January 1, 2019. Refer to the Supplemental Pro Forma Financial Information section below for the full reconciliation of the statements of operations.

The Company operates in four reportable segments as follows: NA Modular, NA Storage, UK Storage and Tank and Pump. The NA Modular segment represents the activities of WillScot prior to the Merger. The NA Storage, UK Storage, and Tank and Pump segments align to the three segments reported by Mobile Mini prior to the Merger. These reporting segments are aligned with how we operate and analyze our business results.

Comparison of Three Months Ended March 31, 2021 and 2020


	Pro Forma Combined Quarter Ended March 31,				2021 vs. 2020
(in thousands)	2021		2020		$ Change		% Change
Revenue	$	425,323	$	406,397	$	18,926	4.7	%
Selling, general and administrative expenses	$	116,485	$	104,171	$	12,314	11.8	%
Net income (as restated for 2020)	$	4,447	$	117,809	$	(113,362)	(96.2)	%
Adjusted EBITDA	$	163,585	$	149,420	$	14,165	9.5	%

Other Financial Data:
Adjusted EBITDA - NA Modular	$	97,371	$	89,544	$	7,827	8.7	%
Adjusted EBITDA - NA Storage	46,322		43,994		2,328		5.3	%
Adjusted EBITDA - UK Storage	11,064		6,405		4,659		72.7	%
Adjusted EBITDA - Tank and Pump	8,828		9,477		(649)		(6.8)	%
Consolidated Adjusted EBITDA(a)	$	163,585	$	149,420	$	14,165	9.5	%


(a)			We present Adjusted EBITDA, a measurement not calculated in accordance with GAAP, because it is a key metric used by management to assess financial performance. Our business is capital-intensive and these additional metrics allow management to further evaluate its operating performance.

NA Modular - Quarterly Results

Pro Forma Quarterly Results for the Three Months Ended March 31,:


(in thousands, except for units on rent and monthly rental rate)	2021			2020
Revenue	$	266,224		$	255,821
Gross profit	$	113,002		$	106,190
Adjusted EBITDA	$	97,371		$	89,544
Capital expenditures for rental equipment	$	39,135		$	39,648
Average modular space units on rent	84,795			87,989
Average modular space utilization rate	67.6		%	69.2		%
Average modular space monthly rental rate	$	737		$	653
Average portable storage units on rent	14,903			16,346
Average portable storage utilization rate	60.3		%	64.1		%
Average portable storage monthly rental rate	$	124		$	119

The ~~following table provides unaudited reconciliations~~NA Modular segment represents the activities of ~~Net CAPEX:~~WillScot prior to the Merger. As a result, there are no differences between pro forma results and actual results on a reported basis. Please see comparison of results for the three months ended March 31, 2021 and 2020 within "Business Segment Results" above.

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2020 2019 2020 2019
Total purchases of rental equipment and refurbishments $ (40,034) $ (61,215) $ (79,682) $ (113,088)
Total proceeds from sale of rental equipment 5,316 11,482 12,102 23,083
Net CAPEX for Rental Equipment $ (34,718) $ (49,733) $ (67,580) $ (90,005)
Purchase of property, plant and equipment (1,668) (2,270) (3,186) (3,899)
Proceeds from sale of property, plant and equipment $ 3 $ 8,804 $ 3,843 $ 8,891
Net CAPEX $ (36,383) $ (43,199) $ (66,923) $ (85,013)

NA Storage - Quarterly Results

Pro Forma Quarterly Results for the Three Months Ended March 31,:


(in thousands, except for units on rent and monthly rental rate)	2021			2020
Revenue	$	107,748		$	103,495
Gross profit	$	72,619		$	71,400
Adjusted EBITDA	$	46,322		$	43,994
Capital expenditures for rental equipment	$	3,472		$	5,200
Average modular space units on rent	16,439			15,509
Average modular space utilization rate	79.4		%	77.8		%
Average modular space monthly rental rate	$	535		$	497
Average portable storage units on rent	105,810			105,441
Average portable storage utilization rate	73.9		%	73.1		%
Average portable storage monthly rental rate	$	148		$	146

Comparison of Three Months Ended March 31, 2021 and 2020

NA Storage

Revenue: Total revenue increased $4.2 million, or 4.1%, to $107.7 million for the three months ended March 31, 2021 from $103.5 million for the three months ended March 31, 2020. Leasing revenues increased $4.1 million in the current quarter compared to the prior-year quarter. Modular space average units on rent increased 6.0% and average modular space monthly rental rates increased 7.6% year-over-year. Portable storage units on rent increased 0.3% and average portable storage monthly rental rates increased 1.4% year-over-year. Delivery and installation revenues decreased $0.5 million year-over-year. Sales revenues increased $0.7 million compared to the prior-year quarter.

Gross Profit: Gross profit increased by $1.2 million, or 1.7%, to $72.6 million for the three months ended March 31, 2021 compared to $71.4 million compared to the three months ended March 31, 2020. Gross profit on leasing activity increased by $2.4 million year-over-year. For delivery and installation, gross profit decreased $1.2 million. Sales gross profit increased by $0.1 million to $2.2 million.

Adjusted EBITDA: Adjusted EBITDA increased $2.3 million, or 5.2%, to $46.3 million for the three months ended March 31, 2021 from $44.0 million for the three months ended March 31, 2020 and the margin expanded to 43.0% from 42.5%. The increase in Adjusted EBITDA was driven by a reduction in SG&A and the higher leasing gross profit discussed above. Excluding acquisition costs and stock-based compensation, SG&A decreased $1.0 million in this segment. The decrease was comprised of reduced costs for personnel, curtailed travel, reduced professional fees and lower marketing costs.

Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments of $3.5 million were $1.7 million lower than the prior-year quarter. Rental fleet expenditures were reduced significantly in 2020 in response to COVID-19 and were primarily to meet demand for specific products, largely ground level offices.

UK Storage - Quarterly Results

Pro Forma Quarterly Results for the Three Months Ended March 31,:


(in thousands, except for units on rent and monthly rental rate)	2021			2020
Revenue	$	27,007		$	20,197
Gross profit	$	16,493		$	11,372
Adjusted EBITDA	$	11,064		$	6,405
Capital expenditures for rental equipment	$	6,770		$	337
Average modular space units on rent	9,115			7,850
Average modular space utilization rate	83.8		%	74.2		%
Average modular space monthly rental rate	$	404		$	326
Average portable storage units on rent	24,647			23,328
Average portable storage utilization rate	89.2		%	83.7		%
Average portable storage monthly rental rate	$	82		$	73

Comparison of Three Months Ended March 31, 2021 and 2020

UK Storage

Revenue: Total revenue increased $6.8 million, or 33.7%, to $27.0 million for the three months ended March 31, 2021 from $20.2 million for the three months ended March 31, 2020. In local currency total revenues increased 24.3%. Within leasing revenues, modular space average units on rent increased 16.1%, while portable storage units on rent increased 5.7%. Monthly rental rates for modular space units and portable storage units increased 23.9% and 12.3% year-over-year, respectively, including the impacts of currency fluctuations. Sales revenues decreased $0.4 million compared to the prior-year quarter, due to higher year-over-year utilization rates.

Gross Profit: Gross profit increased $5.1 million, or 44.7%, for the three months ended March 31, 2021 to $16.5 million from $11.4 million for the three months ended March 31, 2020. In local currency, gross profit increased 34.7%. A significant increase in fleet utilization coupled with strong rental rate growth and strategic cost management laid the foundation for a strong quarter.

Adjusted EBITDA: Adjusted EBITDA increased $4.7 million, or 73.4%, to $11.1 million for three months ended March 31, 2021 from $6.4 million for the three months ended March 31, 2020 and the margin expanded to 41.0% from 31.7%. The increase results primarily from the favorable gross profit discussed above.

Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments of $6.8 million were driving the $6.5 million increase compared to the prior-year quarter. Rental fleet expenditures were reduced significantly in 2020 in response to COVID-19.

Tank and Pump - Quarterly Results

Pro Forma Quarterly Results for the Three Months Ended March 31,:


(in thousands, except for units on rent and monthly rental rate)	2021			2020
Revenue	$	24,344		$	26,884
Gross profit	$	11,266		$	13,279
Adjusted EBITDA	$	8,828		$	9,477
Capital expenditures for rental equipment	$	3,158		$	4,514
Average tank and pump solutions rental fleet utilization based on original equipment cost	67.4		%	66.4		%

Comparison of Three Months Ended March 31, 2021 and 2020

Tank & Pump

Revenue: Total revenue decreased $2.6 million, or 9.7%, to $24.3 million for the three months ended March 31, 2021 from $26.9 million for the three months ended March 31, 2020. Lower mid- and down-stream oil and gas activity, petrochemical refining activity and specifically the lower demand for jet fuel resulting from COVID-19 all reduced demand for our products.

Gross Profit: Gross profit decreased $2.0 million, or 15.0%, for the three months ended March 31, 2021 to $11.3 million from $13.3 million for the three months ended March 31, 2020. Gross profit for leasing activity decreased $1.4 million driven by the decreased revenue as discussed above. Gross profit for delivery and installation activity decreased $0.5 million.

Adjusted EBITDA: Adjusted EBITDA decreased $0.7 million, or 7.4%, to $8.8 million for the three months ended March 31, 2021 from $9.5 million for the three months ended March 31, 2020 and the margin contracted to 36.2% from 35.3%. The decrease in adjusted EBITDA was driven by the lower gross profit discussed above, offset by a $1.6 million reduction in SG&A expense including personnel costs, provision for bad debt and travel.

Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments were reduced significantly during the quarter due to the unfavorable environment for this segment. Current quarter expenditures of $3.2 million were $1.3 million lower than the prior-year quarter.

Liquidity and Capital Resources

Overview

WillScot Mobile Mini is a holding company that derives all of its operating cash flow from its operating subsidiaries. Our principal sources of liquidity include cash generated by operating activities from our subsidiaries, borrowings under the 2020 ABL Facility, and sales of equity and debt securities. We believe that our liquidity sources and operating cash flows are sufficient to address our operating, debt service and capital requirements over the next twelve months.

We have been consistently engaged in both the debt and equity capital markets both opportunistically and as necessary to support the growth of our business, desired leverage levels, and other capital allocation priorities. Subsequent to the Merger, we believe we have ample liquidity in the ~~New~~2020 ABL Facility to support both organic operations and other capital allocation priorities as they arise.

We continue to review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our ~~common stock~~Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan. In addition, we will continue to evaluate options to improve our liquidity, such as the issuance of additional unsecured and secured debt, equity securities and/or equity-linked securities. There can be no assurance as to the timing of any such issuance. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all, including as a result of any disruption the COVID-19 pandemic may have on the debt and capital markets. From time to time we may also seek to streamline our capital structure and improve our financial position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.

~~Post-Merger Long-Term Debt~~

~~Subsequent to closing~~On July 1, 2020, in connection with the completion of the Merger, Holdings, WSII, and ~~related financing transactions, our Company's long term debt is comprised~~certain of its subsidiaries, entered into a new asset-based credit agreement, that provides for revolving credit facilities in the ~~following:~~

(in thousands, except rates) Interest Rate Year of maturity Principal July 3, 2020 (Post Merger)
2023 Secured Notes 6.875 % 2023 $ 490,000
2025 Secured Notes 6.125 % 2025 $ 650,000
New ABL Facility Varies 2025 $ 1,467,000
Finance Leases Varies 2022 $ 76,697
Total long-term debt $ 2,683,697

~~After~~aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the ~~Merger, we have over $915~~aggregate principal amount of $2.0 billion (the “US Facility”), available to WSII and certain of its subsidiaries (collectively, the “US Borrowers”), and (ii) a $400 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility") together with the US Facility (collectively, the “2020 ABL Facility”), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros by the US Borrowers, and certain of ~~available borrowing capacity under~~WSII’s wholly-owned subsidiaries organized in Canada and in the ~~New ABL Facility.~~

~~ABL Facility~~

United Kingdom. Borrowing availability under the 2020 ABL Facility is equal to the lesser of $~~1.425~~2.4 billion and the applicable borrowing ~~bases (the "Line Cap"). At June 30, 2020, the Line Cap was~~ ~~$1.416 billion~~.bases. The borrowing bases are a function of, among other things, the value of the assets in the relevant collateral pool.

At ~~June 30, 2020,~~March 31, 2021, we had ~~$540.5 million~~$1.02 billion of available borrowing capacity under the ~~ABL Facility, including $409.6 million under the US ABL Facility and $130.9 million under the Canadian~~2020 ABL Facility.

COVID-19 Impact on Liquidity

Although there is uncertainty related to the anticipated impact of the COVID-19 outbreak on the Company’s future results, we believe our predictable lease revenue streams underpinned by long lease durations combined with recent steps we have taken to reduce costs and capital spending will result in a near-term increase in internally generated free cash flow.~~Further, the approximately~~ ~~$915 million of availability under our New ABL Facility subsequent to the Merger and related financing transactions,~~ ~~provides additional liquidity if internally generated free cash flow becomes insufficient to meet our operating needs.~~ We continue to monitor the impact that the global pandemic is having on our financial operations and liquidity; however, to date this impact has been immaterial, and we see the adverse impacts of COVID-19 diminishing as the global economy recovers. We regularly manage all aspects of our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, actively managing our cost structure, reducing or delaying capital spending, and developing new opportunities for growth. We believe that the actions we have taken in recent years to increase our scale and competitive position and strengthen our balance sheet ~~have~~ positioned us well to manage through this crisis ~~as it continues to unfold.~~and position us well for the subsequent recovery.

Cash Flow Comparison of the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Significant factors driving our liquidity position include cash flows generated from operating activities and capital expenditures. Our ability to fund our capital needs will be affected by our ongoing ability to generate cash from operations and access to capital markets.

The following summarizes our change in cash and cash equivalents for the periods presented:


		Six Months Ended June 30,							Three Months Ended March 31,
(in thousands)	(in thousands)	2020		2019		(in thousands)	2021		2020
Net cash from operating activities	Net cash from operating activities	$	113,727	$	60,054	Net cash from operating activities	$	122,071	$	38,348
Net cash from investing activities	Net cash from investing activities	(66,923)		(85,013)		Net cash from investing activities	(30,911)		(30,540)
Net cash from financing activities	Net cash from financing activities	614,693		21,351		Net cash from financing activities	(89,220)		(5,582)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(394)		140		Effect of exchange rate changes on cash and cash equivalents	57		(629)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	661,103	$	(3,468)	Net change in cash and cash equivalents	$	1,997	$	1,597

Cash Flows from Operating Activities

Cash provided by operating activities for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was ~~$113.7~~$122.1 million as compared to ~~$60.1~~$38.3 million for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, an increase of ~~$53.6~~$83.8 million. The increase was due to an increase of ~~$33.9~~$73.8 million of net income, adjusted for non-cash items, in addition to an increase of ~~$19.8~~$9.9 million in the net movements of the operating assets and liabilities. The increase related to the net movements of operating assets and liabilities was attributable to ~~an increase~~a decrease in ~~accounts receivable~~prepaid and other assets in the ~~first~~ three months ofended March 31, 2021 compared to the same period in 2020, partially offset by ~~an increase~~a decrease in accounts payable and other accrued ~~liabilities.~~expenses in the three months ended March 31, 2021 compared to the same period in 2020.

Cash Flows from Investing Activities

Cash used in investing activities for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was ~~$66.9~~$30.9 million as compared to ~~$85.0~~$30.5 million for the ~~six~~three months ended ~~June 30, 2019, a decrease~~March 31, 2020, an increase of ~~$18.1~~$0.4 million. The ~~decrease~~increase in cash used in ~~investi~~nginvesting activities was driven by a ~~$33.4~~$12.9 million ~~decrease~~increase in cash used for purchase of rental equipment and refurbishments and a ~~$5.1~~$5.8 million increase in cash used for the purchase of property, plant and equipment. This was partially offset by a $9.9 million increase in proceeds from sale of property, plant and equipment, ~~offset by~~and an ~~$11.0~~$8.4 million ~~decrease~~increase in proceeds from the sale of rental equipment. ~~Cash used for purchase o~~f rental equipment and refurbishments decreased in the six months ended June 30, 2020 compared to 2019 as fleet was less constrained due to reduced utilization and reduced demand for new project deliveries as a result of the COVID-19 pandemic and the current period impact of prior year spend. Proceeds from sale of rental equipment decreased compared to the prior yea~~r due to lower sales demand.~~

Cash Flows from Financing Activities

Cash ~~provided by~~used in financing activities for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was ~~$614.7~~$89.2 million as compared to ~~$21.4~~$5.6 million of cash ~~provided by~~used in financing activities for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, an increase of ~~$593.3~~$83.6 million. The increase is primarily due to ~~a decrease~~an increase of ~~$338.0~~$120.8 million in repayment of borrowings ~~a decrease~~and an increase of $81.6 million in ~~receipts from borrowings~~repurchase and cancellation of ~~$243.1 million,~~stock and warrants. This was partially offset by an increase of ~~$4.6~~$126.2 million in receipts from ~~issuance of common stock.~~borrowings.

Free Cash Flow

Free Cash Flow is a non-GAAP measure. We define Free Cash Flow as net cash provided by operating activities, less purchases of, and proceeds from, rental equipment and property, plant and equipment, which are all included in cash flows from investing activities. Management believes that the presentation of Free Cash Flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow.


		Six Months Ended June 30,							Three Months Ended March 31,
(in thousands)	(in thousands)	2020		2019		(in thousands)	2021		2020
Net cash provided by operating activities	Net cash provided by operating activities	$	113,727	$	60,054	Net cash provided by operating activities	$	122,071	$	38,348
Purchase of rental equipment and refurbishments	Purchase of rental equipment and refurbishments	(79,682)		(113,088)		Purchase of rental equipment and refurbishments	(52,535)		(39,648)
Proceeds from sale of rental equipment	Proceeds from sale of rental equipment	12,102		23,083		Proceeds from sale of rental equipment	15,202		6,786
Purchase of property, plant and equipment	Purchase of property, plant and equipment	(3,186)		(3,899)		Purchase of property, plant and equipment	(7,307)		(1,518)
Proceeds from the sale of property, plant and equipment	Proceeds from the sale of property, plant and equipment	3,843		8,891		Proceeds from the sale of property, plant and equipment	13,729		3,840
Free Cash Flow	Free Cash Flow	$	46,804	$	(24,959)	Free Cash Flow	$	91,160	$	7,808

Free Cash Flow for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was an inflow of ~~$46.8~~$91.2 million as compared to an ~~outflow~~inflow of ~~$25.0~~$7.8 million for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, an increase in Free Cash Flow of ~~$71.8~~$83.4 million. Free Cash Flow increased year over year principally as a result of ~~reinvesting~~ the ~~$53.6~~$83.8 million increase in cash provided by operating activities and ~~$33.4~~partially offset by the $12.9 million ~~decrease~~increase in cash used in the purchase of rental equipment and refurbishments. The ~~$75.4~~$122.1 million in cash provided by operating activities for the three months ended ~~June 30, 2020~~March 31, 2021 was returned to shareholders through stock and warrant repurchases and cancellations and reinvested into the business to support the purchase of rental equipment, including VAPS, and ~~refurbishments, partially offset by the proceeds from the sale of rental equipment and property, plant and equipment.~~refurbishments.

Contractual Obligations

~~Other than changes which occur~~The following table presents information relating to our contractual obligations and commercial commitments as of March 31, 2021:


(in thousands)	Total		Less than 1 year		Between 1 to 3 years		Between 3 to 5 years			More than 5 years
Long-term indebtedness, including current portion and interest (a)(b)	$	2,893,908	$	87,613	$	175,226	$	2,031,526		$	599,543
Payroll tax withholding (c)	10,350		5,175		5,175		—		—	—
Operating lease liabilities	274,833		59,323		91,555		59,320			64,635
Total	$	3,179,091	$	152,111	$	271,956	$	2,090,846		$	664,178


(a)			Long-term indebtedness includes borrowings and interest under the 2020 ABL Facility, the 2025 Senior Secured Notes, the 2028 Senior Secured Notes, and finance leases.
(b)			Includes the obligations under our interest rate swap agreement that effectively convert $400 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility into fixed-rate debt. The future obligations under the interest rate swaps was calculated using the 1-month LIBOR rate as of March 31, 2021.
(c)			Amounts relate to the opportunistic election to delay payment of employer payroll taxes on an interest-free basis in accordance with the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the ‘‘CARES Act’’).

At March 31, 2021, in addition to the ~~normal course~~above contractual obligations, the Company has estimated $14.6 million of ~~business~~potential long-term tax liabilities, including interest and ~~those~~penalties related to uncertain tax positions. Because of the high degree of uncertainty regarding the future cash flows associated with these potential long-term tax liabilities, the ~~Merger, there were no significant changes~~Company is unable to estimate the ~~contractual obligations reported~~years in ~~our 2019 Form 10-K for~~which settlement will occur with the ~~six months ended June 30, 2020.~~respective taxing authorities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements ~~other than the completion of the Merger~~ that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Supplemental Pro Forma Information

The following pro forma financial information has been prepared for WillScot Mobile Mini for the three months ended March 31, 2020. These pro forma condensed combined statements of operations present the historical consolidated statements of operations of WillScot Mobile Mini, giving effect to the following items as if they had occurred on January 1, 2019:

(i)the Merger with Mobile Mini;

(ii)borrowings under the Company’s 2025 Secured Notes and the 2020 ABL Facility;

(iii)extinguishment of the Mobile Mini line of credit and senior notes assumed in the Merger and subsequently repaid;

(iv)repayment of the 2017 ABL Facility and the 2022 Senior Notes repaid contemporaneously with the Merger;

(v)the transaction costs incurred in connection with the Merger, and

(vi)elimination of non-controlling interest in connection with the Sapphire Exchange as contemplated by the Merger.

The adjustments presented on the pro forma financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company following the transactions and events described above. The pro forma financial information set forth below is based upon available information and assumptions that we believe are reasonable and is for illustrative purposes only. The financial results may have been different if the transactions described above had actually been completed sooner. You should not rely on the pro forma financial information as being indicative of the historical results that would have been achieved if these transactions and events had been completed as of January 1, 2019. The pro forma combined financial information below should be read in conjunction with the condensed consolidated financial statements and related notes of the Company included elsewhere in this Form 10-Q. All pro forma adjustments and their underlying assumptions are described more fully in the notes below.

Accounting Policies

During the preparation of these pro forma condensed combined financial statements, we assessed whether there were any material differences between the Company’s accounting policies and Mobile Mini’s accounting policies. The assessment performed did not identify any material differences and, as such, these pro forma condensed combined financial statements do not adjust for or assume any differences in accounting policies between WillScot and Mobile Mini.

Pro forma Presentation

The following pro forma condensed combined financial information and associated notes are based on the historical financial statements of WillScot and Mobile Mini as described below. In preparing the pro forma condensed combined statements of operations for the three months ended March 31, 2020, certain historical financial information for Mobile Mini was reclassified to align to the reporting classifications of WillScot.

The pro forma condensed combined statement of operations for the three months ended March 31, 2020 are based on, derived from, and should be read in conjunction with, WillScot’s historical financial statements.. The aforementioned pro forma financial statements are also based on, derived from, and should be read in conjunction with Mobile Mini’s historical financial statements.


	Three Months Ended March 31, 2020
(in thousands)	Historical WillScot (as restated)		Historical Mobile Mini (as reclassified)		Pro Forma Adjustments		Pro Forma Condensed Combined
Revenues:
Leasing and services revenue:
Leasing	$	188,352	$	108,228	$	—	$	296,580
Delivery and installation	51,070		34,033		—		85,103
Sales revenue:
New units	9,613		4,809		—		14,422
Rental units	6,786		3,506		—		10,292
Total revenues	255,821		150,576		—		406,397
Costs:
Costs of leasing and services:
Leasing	49,809		15,878		—		65,687
Delivery and installation	43,865		24,522		—		68,387
Costs of sales:
New units	6,203		3,064		—		9,267
Rental units	3,806		2,137		—		5,943
Depreciation of rental equipment	45,948		7,756		1,167		54,871		(b)
Gross profit	106,190		97,219		(1,167)		202,242
Expenses:
Selling, general and administrative	65,537		63,285		(24,651)		104,171		(a)

Other depreciation and amortization	3,074		9,736		5,669		18,479		(c)

Lease impairment expense and other related charges	1,661		—		—		1,661
Restructuring costs	(60)		—		—		(60)
Currency losses, net	898		3		—		901
Other expense, net	276		27		—		303
Operating income	25,373		24,168		17,815		67,356
Interest expense	28,257		9,261		(6,148)		31,370		(d)
Fair value gain on common stock warrant liabilities	(95,329)		—		—		(95,329)

Income before income tax	92,445		14,907		23,963		131,315
Income tax expense	790		6,606		6,110		13,506		(e)
Net income	91,655		8,301		17,853		117,809
Net loss attributable to non-controlling interest, net of tax	(130)		—		130		—		(f)
Net income attributable to WillScot Mobile Mini	$	91,785	$	8,301	$	17,723	$	117,809

Notes to Pro Forma Statements


(a)			Represents the elimination of non-recurring transaction costs incurred as a result of the Mobile Mini Merger.
(b)			Represents the adjustment for depreciation of rental fleet relating to the estimated increase in fair value purchase accounting adjustments as a result of the Merger.
(c)			Represents the differential in other depreciation and amortization expense related to the provisional fair value purchase accounting adjustments as a result of the Merger.er 30, 2019.
(d)			Reflects the incremental interest expense related to our debt structure after the Merger as though the following had occurred on January 1, 2019 (i) borrowings under the 2020 ABL Facility, (ii) borrowings under the 2025 Secured Notes, (iii) repayment of the 2017 ABL Facility, (iv) repayment of the 2022 Secured Notes and repayment of the Mobile Mini debt assumed at the Merger.
(e)			Reflects the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a U.S. federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses.
(f)			Reflects the adjustment for the extinguishment of non-controlling interest as a result of the Sapphire Exchange on June 30, 2020.

The pro forma adjustment to interest expense consists of the following:


	Three Months Ended March 31,
(in thousands)	2020
ABL Facility interest	$	(2,604)
2022 Secured Notes interest	(5,316)
2025 Secured Notes interest	9,953
Mobile Mini debt interest	(8,712)
Deferred financing fee amortization	531
Net pro forma adjustment	$	(6,148)

Reconciliation of Pro Forma Adjusted EBITDA

The following unaudited table provides a reconciliation of Net income (loss) to pro forma unaudited adjusted EBITDA:


	Three Months Ended March 31,
(in thousands)	2020
Net Income - as restated	$	117,809
Income tax expense	13,506
Interest expense	31,370
Depreciation and amortization	73,350
Fair value gain on common stock warrant liabilities	(95,329)
Currency losses, net	901

Restructuring costs, lease impairment expense, other related charges	1,601
Integration costs	1,685
Stock compensation expense	4,469
Other	58
Adjusted EBITDA	$	149,420

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. GAAP requires that we make estimates and judgments that affect the reported amount of assets, liabilities, revenue, expenses and the related disclosure of contingent assets and liabilities. We base these estimates on historical experience and on various other assumptions that we consider reasonable under the circumstances, and reevaluate our estimates and judgments as appropriate. The actual results experienced by us may differ materially and adversely from our estimates.

The US Securities and Exchange Commission (the “SEC”) suggests companies provide additional disclosure on those accounting policies considered most critical. The SEC considers an accounting policy to be critical if it is important to our financial condition and results of operations and requires significant judgments and estimates on the part of management in its

application. For a complete discussion of our significant critical accounting policies, see the “Critical Accounting Policies and Estimates” section in Part II, Item 7 of our Annual Report on Form ~~10-K~~10-K/A for the ~~fiscal~~ year ended December 31, ~~2019.~~2020.

There were no significant changes to our critical accounting policies during the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021.

Recently Issued Accounting Standards

Refer to Part I, Item 1, Note 1 of the notes to our financial statements included in this Quarterly Report on Form 10-Q for our assessment of recently issued and adopted accounting standards.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the ~~U.S.~~US Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Act of 1934, as amended. The words “estimates,” “expects,” “anticipates,” “believes,” “forecasts,” “plans,” “intends,” “may,” “will,” “should,” “shall,” “outlook,” “guidance” and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature and relate to expectations for future financial performance or business strategies or objectives.

Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Although WillScot Mobile Mini believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance that any such forward-looking statement will materialize.

Important factors that may affect actual results or outcomes include, among others:

•our ability to ~~effectively compete in~~successfully acquire and integrate new operations, including Mobile Mini and our conversion to its enterprise resource planning system, and to realize anticipated synergies from the ~~modular space and portable storage industry;~~Merger with Mobile Mini;

•~~changes in demand within a number of key industry end-markets~~operational, economic, political and ~~geographic regions;~~regulatory risks;

•the effect of global or local economic conditions in the industries and markets in which the Company operates and any changes therein, including financial market conditions ~~fluctuations in commodity prices, interest rates~~ and ~~foreign currency exchange rates,~~ levels of end market ~~demand in construction, the impact of weather conditions and natural disasters,~~ demand;

•the impact of the global pandemic related to COVID-19, ~~and~~including the financial condition of the Company’s customers and ~~suppliers;~~suppliers and employee health and safety;

•risks associated with cybersecurity and IT systems disruptions, including our ability to manage ~~growth and execute~~the business in the event a disaster shuts down our ~~business plan;~~

•~~rising costs adversely affecting our profitability (including cost~~ ~~increases resulting from tariffs);~~management information systems;

•effective management of our rental equipment;

•trade policies and changes in trade policies, including the imposition of tariffs, their enforcement and downstream consequences;

•our ability to ~~acquire~~effectively compete in the modular space, portable storage and ~~successfully integrate~~tank and pump industries;

•our ability to effectively manage our credit risk, collect on our accounts receivable, and recover our rental equipment;

•our ability to effectively launch operations into new geographic markets and/or add other business unit operations ~~including Mobile Mini, and achieve desired synergies;~~in existing markets;

•the effect of changes in state building codes on our ability to remarket our buildings;

•~~our ability to effectively manage our credit risk, collect on our accounts receivable, or recover our rental equipment;~~

•foreign currency exchange rate exposure;

•fluctuations in interest rates and commodity prices;

•significant increases in raw material and labor costs;

•fluctuations in fuel costs or oil prices, a reduction in fuel supplies, or a sustained decline in oil prices;

•our reliance on third party manufacturers and suppliers;

•~~our ability to realize anticipated synergies from the Merger with Mobile Mini;~~

•risks associated with labor relations, labor costs and labor disruptions;

•failure to retain key personnel;

•impairment of our goodwill, intangible assets and indefinite-life intangible assets;

•our ability to use our net operating loss carryforwards and other tax attributes;

•our ability to recognize deferred tax assets such as those related to our tax loss carryforwards and, as a result, utilize future tax savings;

•unanticipated changes in our tax obligations, the adoption of a new tax legislation, or exposure to additional income tax liabilities;

•various laws and regulations, including those governing government contracts, corruption and the environment;

•changes in the competitive environment of our customer base as a result of the global, national or local economic climate in which they operate and/or economic or financial disruptions to their industry;

•risks associated with operational measures designed to increase revenue while continuing to control operating costs;

•our ability to adequately protect our intellectual property and other proprietary rights that are material to our business;

•natural disasters and other business disruptions such as pandemics, fires, floods, hurricanes, earthquakes and terrorism;

•property, casualty or other losses not covered by our insurance;

•our ability to redeploy our units effectively should a significant number of our leased units be returned during a short period of time;

•our ability to close our unit sales transactions;

•fluctuations in the fair value of common stock warrant liabilities;

•our ability to maintain an effective system of internal controls and accurately report our financial results and remediate material weaknesses;

•public company requirements that may strain our resources and divert management's attention;

•our ability to manage growth and execute our business plan;

•changes in the supply and price of new and used products we lease;

•unanticipated threats including market entry by a new competitor;

•rising costs adversely affecting our profitability; and

•such other risks and uncertainties described in the periodic reports we file with the SEC from time to time (including our Annual Report on Form ~~10-K~~10-K/A for the year ~~ending~~ended December 31, ~~2019)~~2020), which are available through the SEC’s EDGAR system at www.sec.gov and on our website.

Any forward-looking statement speaks only at the date which it is made, and WillScot Mobile Mini undertakes no obligation, and disclaims any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks from changes in foreign currency exchange rates and interest rates. Changes in these factors cause fluctuations in our earnings and cash flows. We evaluate and manage exposure to these market risks as follows:

Interest Rate Risk

We are primarily exposed to interest rate risk through our ABL Facility, which bears interest at variable rates based on LIBOR. We had $~~865.0 million~~1.4 billion in outstanding principal under the ABL Facility at ~~June 30, 2020.~~March 31, 2021.

In order to manage this risk, on November 6, 2018, WSII entered into an interest rate swap agreement that effectively converts ~~$400.0~~$400 million in aggregate notional amount of variable-rate debt under our ABL Facility into fixed-rate debt. The swap agreement provides for WillScot Mobile Mini to pay a fixed rate of 3.06% per annum on the outstanding debt in exchange for receiving a variable interest rate based on 1-month LIBOR. The effect is a synthetically fixed rate of ~~5.56%~~4.93% on the ~~$400.0~~$400 million notional amount, when including the current applicable margin.

An increase in interest rates by 100 basis points on our ABL Facility, inclusive of the impact of our interest rate swaps, would increase our quarter to date interest expense by ~~approximately $1.0~~approximately $2.2 million based on current outstanding borrowings.

Foreign Currency Risk

We currently generate the majority of our consolidated net revenues in the US, and the reporting currency for our consolidated financial statements is the US dollar. However, we are exposed to currency risk principally through our operations in Canada and the United Kingdom. For the operations outside the US we bill customers primarily in their local currency, which is subject to foreign currency rate changes. As our net revenues and expenses generated outside of the US increase, our results of operations could be adversely impacted by changes in foreign currency exchange rates. Since we recognize foreign revenues in local foreign currencies, if the US dollar strengthens, it could have a negative impact on our foreign revenues upon translation of those results into the US dollar for consolidation into our financial statements.

In addition, we are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates on transactions generated by our foreign subsidiaries in currencies other than their local currencies. These gains and losses are primarily driven by intercompany transactions and rental equipment purchases denominated in currencies other than the functional currency of the purchasing entity. These exposures are included in currency (gains) losses, net, on the condensed consolidated statements of operations.

To date, we have not entered into any hedging arrangements with respect to foreign currency risk.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), as of ~~June 30, 2020.~~March 31, 2021. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June~~March 31, 2021 and believe that the previously reported material weakness has been remediated.

Description of Material Weakness as of December 31, 2020

As disclosed in further detail in Part II, Item 9A, Controls and Procedures of the 2020 Annual Report on Form 10-K/A, we and our independent registered public accounting firm determined that a material weakness in our internal control over financial reporting, specifically, ineffective controls over the accounting for warrants existed. These control deficiencies resulted in adjustments and disclosures contained in the 2020 Annual Report on Form 10-K/A.

Remediation Plan

Subsequent to the SEC Staff Statement, we implemented a remediation plan that addressed the material weakness in internal control over financial reporting, which related to the accounting for our warrants. In connection with warrant restatement on Form 10-K/A, the Company has conformed its accounting for its warrants to the SEC Staff Statement. The Company has designed and implemented a new control to reassess the classification of liability- or equity-classified warrants consistent with the SEC Staff Statement, which will be executed at each reporting date by individuals with sufficient experience and training. The Company’s remediation plan has been implemented and as of April 30, ~~2020.~~2021. We believe we have remediated this material weakness and will test the operational effectiveness of the control during 2021.

Changes in Internal Controls

~~There~~Other than the item discussed above, there were no changes in our internal control over financial reporting that occurred during our quarter ended ~~June 30, 2020,~~March 31, 2021 that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. Legal Proceedings

As of ~~June 30, 2020,~~March 31, 2021, there were no material pending legal proceedings in which we or any of our subsidiaries are a party or to which any of our property is subject.

ITEM 1A. Risk Factors

The Company’s financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company’s control, which may cause actual performance to differ materially from historical or projected future performance. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of our Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, ~~2019, and Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31,~~ 2020, which have not materially changed, except as noted below, including certain risks applicable to the Company, after giving effect to the completion of the Merger on July 1, 2020, as discussed in Note 2 – Acquisitions and Related Financing Transactions.changed.

~~Fluctuations in fuel costs or oil prices, a reduction in fuel supplies, or a sustained decline in oil prices may have a material adverse effect on our business and results of operations.~~

In connection with our business, to better serve our customers and limit its capital expenditures, we often move our fleet from branch to branch. In addition, the majority of our customers arrange for delivery and pickup of our units through us. Accordingly, we could be materially adversely affected by significant increases in fuel prices that result in higher costs to us for transporting equipment. In the event of fuel and trucking cost increases, we may not be able to promptly raise our prices to mak~~e up for increased costs. A significant or prolonged price fluctuation or disruption of fuel supplies could have a material adverse effect on our financial condition and results of operations.~~

Additionally, oil prices have been volatile and are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors that are beyond our control. If oil prices remain volatile for an extended period of time or there is a sustained decline in demand for oil, demand for our Tank & Pump Solutions products from refineries and companies engaged in the exploration and production of oil and natural gas could be adversely impacted, which would in turn have an adverse effect on our results of operations and financial condition.

~~As Department of Transportation regulations change, our operations could be negatively impacted and competition for qualified drivers could increase.~~

We operate in the United States pursuant to operating authority granted by the U.S. Department of Transportation (the “DOT”). Our drivers must comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing and hours-of-service. Such matters as equipment weight and dimensions are also subject to government regulations. Our safety record could be ranked poorly compared to its peer firms. A poor safety ranking may result in the loss of customers or difficulty attracting and retaining qualified drivers which could affect our results of operations. Should additional rules be enacted in the future, compliance with such rules could result in additional costs.

Our customer base includes customers operating in a variety of industries which may be subject to changes in their competitive environment as a result of the global, national or local economic climate in which they operate and/or economic or financial disruptions to their industry.

Our customer base includes customers operating in a variety of industries, including commercial and industrial, construction, education, energy and natural resources, government, retail and other end markets. Many of these customers, across this wide range of industries, are facing economic and/or financial pressure from changes to their industry resulting from the global, national and local economic climate in which they operate and industry-specific economic and financial disruptions, including, in some cases, consolidation and lower sales revenue from physical locations, resulting from the impact of the COVID-19 pandemic and the related changes in political, social and economic conditions. These and any future changes to any of the industries in which our customers operate could cause them to rent fewer units from us or otherwise be unable to satisfy their obligations to us. In addition, certain of our customers are facing financial pressure and such pressure, from COVID-19 or other factors, may result in consolidation in some industries and/or an increase in bankruptcy filings by certain customers. Each of these facts and industry impacts, individually or in the aggregate, could have a materially adverse effect on our operating results.

~~We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business.~~

Our ability to compete effectively depends in part upon protection of our rights in trademarks, copyrights and other intellectual property rights we own or license, including patents to the Mobile Mini locking system. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. Litigation may be necessary to enforce our intellectual property rights and protect our proprietary information and patents, or to defend against claims by third parties that our services or our use of intellectual property infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of its resources. A successful claim of trademark, copyright or other intellectual property infringement against us could prevent us from providing services, which could harm our business, financial condition or results of operations. In addition, a breakdown in our internal policies and procedures may lead to an unintentional disclosure of our proprietary, confidential or material non-public information, which could in turn harm our business, financial condition or results of operations.

~~Our largest stockholder may have the ability to influence our business and matters requiring approval by our stockholders.~~

Sapphire Holding S.à r.l. (“Sapphire Holding”), which is controlled by TDR Capital LLP (“TDR Capital”), beneficially owns approximately 26% of the issued and outstanding shares of our Common Stock and warrants giving it the right to buy 2,425,000 additional shares of our Common Stock. Pursuant to a stockholders agreement entered into on July 1, 2020, by and among us and TDR Capital and certain of its affiliates, including Sapphire Holding, TDR Capital has the right to nominate two directors to our board of directors, for so long as TDR Capital beneficially owns at least 15% of our Common Stock and one director for so long as TDR Capital beneficially owns at least 5% of our Common Stock. Two directors nominated by Sapphire Holding currently serve on our board of directors. Sapphire Holding may have the ability to influence matters requiring approval by our stockholders, including the election and removal of directors, amendments to our certificate of incorporation and bylaws, any proposed merger, consolidation or sale of all or substantially all of our assets and certain other corporate transactions. Sapphire Holding may have interests that are different from those of other stockholders.

In August 2018, Sapphire Holding pledged all of the shares of WillScot’s Class A Common Stock that it owned as security for a margin loan under which Sapphire Holding borrowed $125.0 million. An event of default under the margin loan could result in the foreclosure on the pledged securities and another stockholder beneficially owning a significant amount of our Common Stock. The margin loan matures on August 23, 2020, and there can be no assurance that Sapphire will be able to extend, repay or refinance the loan on terms acceptable to it or at all.

ITEM 2. Unregistered Sales of Equity Securities

The following table summarizes our purchase of Common Stock during the first quarter of 2021:


Period	Total Number of Shares and Equivalents Purchased (in millions)	Average Price Paid per Share		Total Number of Shares and Equivalents Purchased as part of Publically Announced Plan (in millions)	Maximum Dollar Value of Shares and Equivalents that May Yet Be Purchased Under the Plans (in millions)
January 1, 2021 to January 31, 2021	—	$	—	0.0	$	214.7
February 1, 2021 to February 28, 2021	—	$	—	0.0	$	214.7
March 1, 2021 to March 31, 2021	3.1	$	26.00	3.1	$	133.9
Total	3.1	$	26.00	3.1

On ~~June 30,~~August 7, 2020, ~~as contemplated by~~ the ~~Merger Agreement, and pursuant~~Company's Board of Directors approved a stock repurchase program that authorizes the Company to ~~the terms of an exercise notice delivered by Sapphire Holdings~~repurchase up to ~~WillScot, Sapphire Holdings exchanged each~~$250 million of its shares of common stock, par value $0.0001, of Holdings, pursuant to that certain existing exchange agreement, between WillScot and Sapphire Holdings, for 1.3261 shares of newly issued Class A Common Stock (the “Sapphire Exchange”). As a result of the Sapphire Exchange, all issued and outstanding shares of ~~WillScot’s Class B common~~Common Stock and equivalents. The stock ~~par value $0.0001 per share (the “Class B Common Stock”), were automatically canceled for no consideration~~repurchase program does not obligate the Company to purchase any particular number of shares, and the ~~existing exchange agreement was automatically terminated.~~timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting, and other considerations. As ~~a result~~of March 31, 2021, $133.9 million remained of the ~~Sapphire Exchange, Holdings became a wholly-owned subsidiary~~$250 million share repurchase authorization.

On April 29, 2021, the Company's Board of ~~WillScot. Sapphire Holdings received 10,641,182~~Directors approved an increase to the authorized amount under the stock repurchase program that authorizes the Company to repurchase up to $500 million of its outstanding shares of ~~Class A~~ Common Stock in the Sapphire Exchange (the “Exchange Shares”). The Exchange Shares were issued in reliance on an exemption from the registration requirements of the Securities Act, by virtue of Section 4(a)(2) and/or other exemptions therefrom, as promulgated by the SEC under the Securities Act.and equivalents.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits


Exhibit No.		Exhibit Description
~~2.1~~	*	Agreement and Plan of Merger, dated as of March 1, 2020, by and among WillScot Corporation, Picasso Merger Sub, Inc. and Mobile Mini, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed March 5, 2020).
~~2.2~~		Amendment to Agreement and Plan of Merger, dated as of May 28, 2020, by and among WillScot Corporation, Picasso Merger Sub, Inc. and Mobile Mini, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed June 2, 2020).
~~3.1(a)~~		Amendment to Agreement and Plan of Merger, dated as of May 28, 2020, by and among WillScot Corporation, Picasso Merger Sub, Inc. and Mobile Mini, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed June 2, 2020).
~~3.1(b)~~		~~Amended and Restated Certificate of Incorporation of WillScot Mobile Mini Holdings Corp. (incorporated by reference to Exhibit 3.1(b) of the Company's Current Report on Form 8-K, filed July 1, 2020).~~
~~3.2~~		~~Amended and Restated Bylaws of WillScot Mobile Mini Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed July 1, 2020).~~
~~4.1~~		Indenture, dated as of June 15, 2020, by and between Picasso Finance Sub, Inc., and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed June 16, 2020).
~~4.2~~		Supplemental Indenture, dated July 1, 2020, to the Indenture dated June 15, 2020, by and among Williams Scotsman International, Inc. (“WSII”) (as successor to Picasso Finance Sub, Inc.), the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed July 1, 2020).
~~4.3~~		Supplemental Indenture, dated July 1, 2020, to the Indenture dated August 6, 2018, as supplemented by the First Supplemental Indenture dated August 15, 2018, by and among WSII (as successor to Mason Finance Sub, Inc.), the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K, filed July 1, 2020).
~~10.1~~		Sixth Amended and Restated Commitment Letter, dated as of May 26, 2020, by and among WillScot Corporation, Bank of America, N.A., BofA Securities, Inc., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., ING Capital LLC, BBVA USA, Bank of the West, PNC Bank, National Association, PNC Capital Markets LLC, MUFG Union Bank, N.A., Bank of Montreal, BMO Capital Markets Corp. and M&T Bank
~~10.2~~		Shareholders Agreement, dated July 1, 2020, by and among WillScot Mobile Mini Holdings Corp., Sapphire Holdings, S.á r.l., TDR Capital Holdings L.P. and TDR Capital LLP (incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K, filed July 1, 2020).
~~10.3~~		ABL Credit Agreement, dated July 1, 2020, by and among Williams Scotsman Holdings Corp., WSII, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed July 1, 2020).
~~10.4~~		~~WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, filed July 1, 2020).~~
~~10.5~~		~~Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, filed July 1, 2020).~~
~~10.6~~		~~Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K, filed July 1, 2020).~~
~~10.7~~		~~Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K, filed July 1, 2020).~~
31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith

**Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WillScot ~~Corporation~~

Mobile Mini Holdings Corp.

By:

/s/ TCHRISTOPHER J. MINER~~IMOTHY~~ ~~D. BOSWELL~~

Dated:

~~August~~May 10, ~~2020~~2021

~~Timothy D. Boswell~~Christopher J. Miner

Executive Vice President & Chief ~~Financial~~Legal Officer ~~(Principal Financial Officer)~~


Six Months Ended June 30, 2020
	Class A Common Stock				Class B Common Stock						Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Shareholders' Equity		Non-Controlling Interest	Total Equity
(in thousands)	Shares	Amount		Shares	Amount
Balance at December 31, 2019	108,819	$	11	8,024	$	1	$	2,396,501	$	(62,775)	$	(1,689,373)	$	644,365	$	64,590	$	708,955
Net loss	—	—		—	—		—		—		(3,544)		(3,544)		(130)		(3,674)
Other comprehensive income	—	—		—	—		—		(27,199)		—		(27,199)		(2,703)		(29,902)
Stock-based compensation	239	—		—	—		1,114		—		—		1,114		—		1,114
Common stock issued in warrant exercises and redemptions	1,497	—		—	—		4,580		—		—		4,580		—		4,580
Balance at March 31, 2020	110,555	$	11	8,024	$	1	$	2,402,195	$	(89,974)	$	(1,692,917)	$	619,316	$	61,757	$	681,073
Net income	—	—		—	—		—		—		11,490		11,490		1,343		12,833
Other comprehensive income	—	—		—	—		—		8,139		—		8,139		818		8,957
Stock-based compensation	—	—		—	—		2,227		—		—		2,227		—		2,227
Sapphire Exchange - see Note 10	10,641	1		(8,024)	(1)		66,890		(2,972)		—		63,918		(63,918)		—
Common stock issued in warrant exercises and redemptions	37	—		—	—		—		—		—		—		—		—
Balance at June 30, 2020	121,233	$	12	—	$	—	$	2,471,312	$	(84,807)	$	(1,681,427)	$	705,090	$	—	$	705,090


Six Months Ended June 30, 2019
	Class A Common Stock				Class B Common Stock						Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Shareholders' Equity		Non-Controlling Interest	Total Equity
(in thousands)	Shares	Amount		Shares	Amount
Balance at December 31, 2018	108,509	$	11	8,024	$	1	$	2,389,548	$	(68,026)	$	(1,683,319)	$	638,215	$	63,982	$	702,197
Net loss	—	—		—	—		—		—		(9,271)		(9,271)		(758)		(10,029)
Other comprehensive income	—	—		—	—		—		1,748		—		1,748		166		1,914
Adoption of ASC 842	—	—		—	—		—		—		4,723		4,723		503		5,226
Adoption of ASC 606	—	—		—	—		—		—		345		345		—		345
Stock-based compensation	184	—		—	—		636		—		—		636		—		636
Balance at March 31, 2019	108,693	$	11	8,024	$	1	$	2,390,184	$	(66,278)	$	(1,687,522)	$	636,396	$	63,893	$	700,289
Net loss	—	—		—	—		—		—		(10,606)		(10,606)		(832)		(11,438)
Other comprehensive income	—	—		—	—		—		388		—		388		46		434
Stock-based compensation	6	—		—	—		1,901		—		—		1,901		—		1,901
Balance at June 30, 2019	108,699	$	11	8,024	$	1	$	2,392,085	$	(65,890)	$	(1,698,128)	$	628,079	$	63,107	$	691,186


(in thousands)	Six Months Ended June 30, 2020				Year Ended December 31, 2019
Balance at beginning of year	$	15,828			$	9,340
Net charges to bad debt expense and revenue	9,122				14,496
Write-offs			(5,573)				(7,945)
Foreign currency translation and other			(194)				(63)
Balance at end of period			$	19,183			$	15,828


	(in thousands)
2020	$	19,748
2021	36,770
2022	30,487
2023	24,353
2024	19,141
Thereafter	53,540
Total lease payments	184,039
Less: interest	(36,442)
Present value of lease liabilities	$	147,597


	Six Months ended June 30,
Supplemental Cash Flow Information (in thousands)	2020		2019
Cash paid for the amounts included in the measurement of lease liabilities	$	20,271	$	19,692
Right of use assets obtained in exchange for lease obligations	$	19,242	$	16,160


(in thousands)	Modular – US		Modular – Other North America		Total
Balance at December 31, 2018	$	213,264	$	33,753	$	247,017
Changes to preliminary purchase price accounting	(9,331)		(4,148)		(13,479)
Effects of movements in foreign exchange rates	—		1,639		1,639
Balance at December 31, 2019	203,933		31,244		235,177
Effects of movements in foreign exchange rates	—		(1,348)		(1,348)
Balance at June 30, 2020	$	203,933	$	29,896	$	233,829


(in thousands)	Balance Sheet Location	June 30, 2020		December 31, 2019
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	11,181	$	5,348
Interest rate swap	Other long-term liabilities	$	11,170	$	8,943