UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 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
wsc-20210930_g1.jpg
WILLSCOT MOBILE MINI HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware82-3430194
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareWSCThe Nasdaq Capital Market
Warrants to purchase Common Stock(1)
WSCWWOTC Markets Group Inc.
Warrants to purchase Common Stock(2)
WSCTWOTC 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.
1



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: 226,826,328223,153,746 shares at May 5,November 1, 2021.

2




WILLSCOT MOBILE MINI HOLDINGS CORP.
Quarterly Report on Form 10-Q
Table of Contents

PART I Financial Information
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended March 31,September 30, 2021 and 2020


2



ITEM 1.    Financial Statements


WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Balance Sheets
(in thousands, except share data)March 31, 2021 (unaudited)December 31, 2020
(as restated)
Assets
Cash and cash equivalents$26,934 $24,937 
Trade receivables, net of allowances for credit losses at March 31, 2021 and December 31, 2020 of $31,630 and $29,258, respectively322,425 330,942 
Inventories24,132 21,655 
Prepaid expenses and other current assets28,152 29,954 
Assets held for sale2,413 12,004 
Total current assets404,056 419,492 
Rental equipment, net2,928,682 2,933,722 
Property, plant and equipment, net300,687 303,650 
Operating lease assets229,260 232,094 
Goodwill1,179,421 1,171,219 
Intangible assets, net481,199 495,947 
Other non-current assets15,570 16,081 
Total long-term assets5,134,819 5,152,713 
Total assets$5,538,875 $5,572,205 
Liabilities and equity
Accounts payable$111,408 $106,926 
Accrued expenses133,036 141,672 
Deferred revenue and customer deposits139,575 135,485 
Operating lease liabilities - current48,366 48,063 
Current portion of long-term debt16,229 16,521 
Total current liabilities448,614 448,667 
Long-term debt2,454,024 2,453,809 
Deferred tax liabilities315,244 307,541 
Operating lease liabilities - non-current180,823 183,761 
Common stock warrant liabilities99,781 77,404 
Other non-current liabilities34,500 37,150 
Long-term liabilities3,084,372 3,059,665 
Total liabilities3,532,986 3,508,332 
Commitments and contingencies (see Note 17)00
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020
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, respectively23 23 
Additional paid-in-capital3,782,649 3,852,291 
Accumulated other comprehensive loss(29,996)(37,207)
Accumulated deficit(1,746,787)(1,751,234)
Total shareholders' equity2,005,889 2,063,873 
Total liabilities and equity$5,538,875 $5,572,205 
(in thousands, except share data)September 30, 2021 (unaudited)December 31, 2020
Assets
Cash and cash equivalents$11,317 $24,937 
Trade receivables, net of allowances for credit losses at September 30, 2021 and December 31, 2020 of $41,867 and $29,258, respectively398,350 330,942 
Inventories30,943 23,731 
Prepaid expenses and other current assets35,940 29,954 
Assets held for sale962 12,004 
Total current assets477,512 421,568 
Rental equipment, net2,968,895 2,931,646 
Property, plant and equipment, net307,253 303,650 
Operating lease assets233,800 232,094 
Goodwill1,178,290 1,171,219 
Intangible assets, net467,289 495,947 
Other non-current assets11,142 16,081 
Total long-term assets5,166,669 5,150,637 
Total assets$5,644,181 $5,572,205 
Liabilities and equity
Accounts payable$145,320 $106,926 
Accrued expenses163,339 141,672 
Deferred revenue and customer deposits163,977 135,485 
Operating lease liabilities - current50,552 48,063 
Current portion of long-term debt18,652 16,521 
Total current liabilities541,840 448,667 
Long-term debt2,598,300 2,453,809 
Deferred tax liabilities346,687 307,541 
Operating lease liabilities - non-current183,035 183,761 
Common stock warrant liabilities— 77,404 
Other non-current liabilities17,735 37,150 
Long-term liabilities3,145,757 3,059,665 
Total liabilities3,687,597 3,508,332 
Commitments and contingencies (see Note 17)00
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at September 30, 2021 and December 31, 2020— — 
Common Stock: $0.0001 par, 500,000,000 shares authorized and 223,665,627 and 229,038,158 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively23 23 
Additional paid-in-capital3,655,587 3,852,291 
Accumulated other comprehensive loss(33,713)(37,207)
Accumulated deficit(1,665,313)(1,751,234)
Total shareholders' equity1,956,584 2,063,873 
Total liabilities and equity$5,644,181 $5,572,205 

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

43


WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except share and per share data)2021202020212020
Revenues:
Leasing and services revenue:
Leasing$363,396 $300,082 $1,022,237 $678,577 
Delivery and installation99,699 84,694 274,883 187,404 
Sales revenue:
New units15,860 19,360 37,823 38,736 
Rental units11,597 13,179 42,034 25,281 
Total revenues490,552 417,315 1,376,977 929,998 
Costs:
Costs of leasing and services:
Leasing82,448 64,788 235,375 162,344 
Delivery and installation80,991 66,354 228,280 153,742 
Costs of sales:
New units11,499 12,935 25,660 25,469 
Rental units5,603 8,837 22,870 16,446 
Depreciation of rental equipment56,462 54,837 175,053 146,279 
Gross profit253,549 209,564 689,739 425,718 
Expenses:
Selling, general and administrative133,424 112,079 372,296 241,269 
Transaction costs303 52,191 1,147 63,241 
Other depreciation and amortization18,814 16,867 58,760 22,824 
Lease impairment expense and other related charges601 944 2,328 3,999 
Restructuring costs1,856 3,854 11,958 4,543 
Currency losses (gains), net127 (371)196 147 
Other expense (income), net1,476 (1,012)207 (1,757)
Operating income96,948 25,012 242,847 91,452 
Interest expense29,201 33,034 88,377 89,810 
Fair value loss (gain) on common stock warrant liabilities— 22,303 26,597 (46,063)
Loss on extinguishment of debt— 42,401 5,999 42,401 
Income (loss) before income tax67,747 (72,726)121,874 5,304 
Income tax expense (benefit)6,644 (66,675)35,953 (66,170)
Net income (loss)61,103 (6,051)85,921 71,474 
Net income attributable to non-controlling interest, net of tax— — — 1,213 
Net income (loss) attributable to WillScot Mobile Mini$61,103 $(6,051)$85,921 $70,261 
Earnings (loss) per share attributable to WillScot Mobile Mini common shareholders
Basic$0.27 $(0.03)$0.38 $0.47 
Diluted$0.26 $(0.03)$0.37 $0.15 
Weighted average shares:
Basic225,998,202 226,649,993 227,557,664 149,283,083 
Diluted231,868,397 226,649,993 234,084,800 152,432,945 
Three Months Ended
March 31,
(in thousands, except share and per share data)20212020
(as restated)
Revenues:
Leasing and services revenue:
Leasing$315,662 $188,352 
Delivery and installation83,504 51,070 
Sales revenue:
New units10,955 9,613 
Rental units15,202 6,786 
Total revenues425,323 255,821 
Costs:
Costs of leasing and services:
Leasing69,895 49,809 
Delivery and installation70,136 43,865 
Costs of sales:
New units7,109 6,203 
Rental units9,105 3,806 
Depreciation of rental equipment55,698 45,948 
Gross profit213,380 106,190 
Expenses:
Selling, general and administrative116,485 65,537 
Transaction costs844 9,431 
Other depreciation and amortization18,324 3,074 
Lease impairment expense and other related charges1,253 1,661 
Restructuring costs3,142 (60)
Currency losses, net36 898 
Other (income) expense, net(1,988)276 
Operating income75,284 25,373 
Interest expense29,964 28,257 
Fair value loss (gain) on common stock warrant liabilities27,207 (95,329)
Loss on extinguishment of debt3,185 
Income before income tax14,928 92,445 
Income tax expense10,481 790 
Net income4,447 91,655 
Net loss attributable to non-controlling interest, net of tax(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:
Basic228,293,197 109,656,646 
Diluted234,720,295 112,672,997 

See the accompanying notes which are an integral part of these condensed consolidated financial statements.
4


WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2021202020212020
Net income (loss)$61,103 $(6,051)$85,921 $71,474 
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income tax expense of $0 and $60 for the three and nine months ended September 30, 2021, respectively, and $0 for the three and nine months ended September 30, 2020(11,162)14,619 (3,035)1,457 
Net gain (loss) on derivatives, net of income tax expense (benefit) of $676 and $(1,183) for the three months ended September 30, 2021 and 2020, respectively, and $1,999 and $(1,183) for the nine months ended September 30, 2021 and 2020, respectively2,206 3,905 6,529 (3,878)
Total other comprehensive income (loss)(8,956)18,524 3,494 (2,421)
Comprehensive income52,147 12,473 89,415 69,053 
Comprehensive loss attributable to non-controlling interest— — — (672)
Total comprehensive income attributable to WillScot Mobile Mini$52,147 $12,473 $89,415 $69,725 


See the accompanying notes which are an integral part of these condensed consolidated financial statements.
5


WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Statements of Comprehensive Income (Loss)Changes in Equity
(Unaudited)
Nine Months Ended September 30, 2021
 Common StockAdditional Paid-in-CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' Equity
(in thousands)SharesAmount
Balance at December 31, 2020229,038 $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 vesting229 — 4,951 — — 4,951 
Repurchase and cancellation of Common Stock and warrants(2,793)— (76,788)— — (76,788)
Issuance of Common Stock from the exercise of options and warrants341 — 5,414 — — 5,414 
Withholding taxes on net share settlement of stock-based compensation— — (3,219)— — (3,219)
Balance at March 31, 2021226,815 $23 $3,782,649 $(29,996)$(1,746,787)$2,005,889 
Net income— — — — 20,371 20,371 
Other comprehensive income— — — 5,239 — 5,239 
Stock-based compensation and issuance of Common Stock from vesting60 — 9,038 — — 9,038 
Repurchase and cancellation of Common Stock and warrants(4,100)— (35,508)— — (35,508)
Issuance of Common Stock from the exercise of options and warrants4,058 — 384 — — 384 
Balance at June 30, 2021226,833 $23 $3,756,563 $(24,757)$(1,726,416)$2,005,413 
Net income— — — — 61,103 61,103 
Other comprehensive income— — — (8,956)— (8,956)
Stock-based compensation and issuance of Common Stock from vesting192 — 7,686 — — 7,686 
Repurchase and cancellation of Common Stock and warrants(3,752)— (106,264)— — (106,264)
Issuance of Common Stock from the exercise of options and warrants393 — 1,517 — — 1,517 
Withholding taxes on net share settlement of stock-based compensation— — (3,915)— — (3,915)
Balance at September 30, 2021223,666 $23 $3,655,587 $(33,713)$(1,665,313)$1,956,584 
Three Months Ended
March 31,
(in thousands)20212020
(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, respectively5,034 (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, respectively2,177 (8,758)
Total other comprehensive income (loss)7,211 (29,902)
Comprehensive income11,658 61,753 
Comprehensive loss attributable to non-controlling interest(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.
6


WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Statements of Changes in Equity (continued)
(Unaudited)
Three Months Ended March 31, 2021
 Common Stock(1)
Additional Paid-in-CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' Equity
(in thousands)SharesAmount
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 vesting229 — 4,951 — — 4,951 
Repurchase and cancellation of Common Stock and warrants(2,793)(76,788)— — (76,788)
Receipts from issuance of Common Stock from the exercise of options341 5,414 — — 5,414 
Withholding taxes on net share settlement of stock-based compensation— — (3,219)— — (3,219)
Balance at March 31, 2021226,815 $23 $3,782,649 $(29,996)$(1,746,787)$2,005,889 




Three Months Ended March 31, 2020 (as restated)
Nine Months Ended September 30, 2020Nine Months Ended September 30, 2020
Class A Common Stock(1)
Class B Common StockAdditional Paid-in-CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' EquityNon-Controlling InterestTotal Equity
Class A Common Stock(1)
Class B Common StockAdditional Paid-in-CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' EquityNon-Controlling InterestTotal Equity
(in thousands)(in thousands)SharesAmountSharesAmount(in thousands)SharesAmountSharesAmount
Balance at December 31, 2019Balance at December 31, 2019108,819 $11 8,024 $$2,378,733 $(62,775)$(1,825,361)$490,609 $64,590 $555,199 Balance at December 31, 2019108,819 $11 8,024 $$2,378,733 $(62,775)$(1,825,361)$490,609 $64,590 $555,199 
Net income (loss)Net income (loss)— — — — — — 91,785 91,785 (130)91,655 Net income (loss)— — — — — — 91,785 91,785 (130)91,655 
Other comprehensive lossOther comprehensive loss— — — — — (27,199)— (27,199)(2,703)(29,902)Other comprehensive loss— — — — — (27,199)— (27,199)(2,703)(29,902)
Stock-based compensation and issuance of Common Stock from vestingStock-based compensation and issuance of Common Stock from vesting239 — — — 1,787 — — 1,787 — 1,787 Stock-based compensation and issuance of Common Stock from vesting239 — — — 1,787 — — 1,787 — 1,787 
Receipts from issuance of Common Stock from warrant exercises and redemptions1,497 — — 28,958 — — 28,958 — 28,958 
Issuance of Common Stock from the exercise of warrantsIssuance of Common Stock from the exercise of warrants1,497 — — — 28,958 — — 28,958 — 28,958 
Withholding taxes on net share settlement of stock-based compensationWithholding taxes on net share settlement of stock-based compensation— — — — (673)— — (673)— (673)Withholding taxes on net share settlement of stock-based compensation— — — — (673)— — (673)— (673)
Balance at March 31, 2020Balance at March 31, 2020110,555 $11 8,024 $$2,408,805 $(89,974)$(1,733,576)$585,267 $61,757 $647,024 Balance at March 31, 2020110,555 $11 8,024 $$2,408,805 $(89,974)$(1,733,576)$585,267 $61,757 $647,024 
Net (loss) incomeNet (loss) income— — — — — — (15,473)(15,473)1,343 (14,130)
Other comprehensive incomeOther comprehensive income— — — — — 8,139 — 8,139 818 8,957 
Reclassification of ModSpace WarrantsReclassification of ModSpace Warrants— — — — 26,216 — — 26,216 — 26,216 
Stock-based compensation and issuance of Common Stock from vestingStock-based compensation and issuance of Common Stock from vesting— — — — 2,227 — — 2,227 — 2,227 
Sapphire Exchange - see Note 10Sapphire Exchange - see Note 1010,641 (8,024)(1)66,890 (2,972)— 63,918 (63,918) 
Issuance of Common Stock from the exercise of warrantsIssuance of Common Stock from the exercise of warrants37 — — — 374 — — 374 — 374 
Balance at June 30, 2020Balance at June 30, 2020121,233 $12 — $— $2,504,512 $(84,807)$(1,749,049)$670,668 $— $670,668 
Net lossNet loss— — — — — — (6,051)(6,051)— (6,051)
Other comprehensive incomeOther comprehensive income— — — — — 18,524 — 18,524 — 18,524 
Mobile Mini MergerMobile Mini Merger106,427 11 — — 1,348,570 — — 1,348,581 — 1,348,581 
Stock-based compensationStock-based compensation321 — — — 6,058 — — 6,058 — 6,058 
Balance at September 30, 2020Balance at September 30, 2020227,981 $23 — $— $3,859,140 $(66,283)$(1,755,100)$2,037,780 $— $2,037,780 

(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.
7


WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30,
(in thousands)20212020
Operating activities:
Net income$85,921 $71,474 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization235,536 171,425 
Provision for credit losses26,661 22,184 
Impairment losses on right of use assets— 57 
Gain on sale of rental equipment and other property, plant and equipment(25,327)(8,756)
Amortization of debt discounts and debt issuance costs10,554 9,547 
Fair value loss (gain) on common stock warrant liabilities26,597 (46,063)
Loss on extinguishment of debt5,999 42,401 
Stock-based compensation expense21,674 6,958 
Deferred income tax expense (benefit)28,140 (67,324)
Unrealized currency losses, net34 897 
Changes in operating assets and liabilities:
Trade receivables(93,592)(15,274)
Inventories(7,311)1,440 
Prepaid expenses and other assets3,118 2,215 
Operating lease assets and liabilities59 584 
Accrued interest2,468 (7,657)
Accounts payable and other accrued expenses45,868 (19,090)
Deferred revenue and customer deposits25,656 10,077 
Net cash provided by operating activities392,055 175,095 
Investing activities:
Acquisition of businesses, net of cash acquired(56,244)17,173 
Proceeds from sale of rental equipment42,034 25,281 
Purchase of rental equipment and refurbishments(178,191)(122,273)
Proceeds from the sale of property, plant and equipment16,647 5,825 
Purchase of property, plant and equipment(20,836)(9,079)
Net cash used in investing activities(196,590)(83,073)
Financing activities:
Receipts from issuance of Common Stock from the exercise of options7,315 7,694 
Repurchase and cancellation of Common Stock and warrants(320,562)— 
Payment of Common Stock issuance costs— (4,222)
Receipts from borrowings551,063 2,735,793 
Payment of financing costs— (64,552)
Repayment of borrowings(423,591)(2,715,042)
Payment of debt extinguishment premium costs(3,705)(34,610)
Principal payments on finance lease obligations(12,321)— 
Taxes paid on employee stock awards(7,134)(673)
Net cash used in financing activities(208,935)(75,612)
Effect of exchange rate changes on cash and cash equivalents(150)542 
Net change in cash and cash equivalents(13,620)16,952 
Cash and cash equivalents at the beginning of the period24,937 3,045 
Cash and cash equivalents at the end of the period$11,317 $19,997 
Supplemental cash flow information:
Interest paid$66,437 $80,558 
Income taxes paid, net$6,124 $1,276 
Capital expenditures accrued or payable$35,819 $24,179 
Three Months Ended March 31,
(in thousands)20212020
(as restated)
Operating activities:
Net income$4,447 $91,655 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization74,855 49,764 
Provision for credit losses8,516 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 costs3,565 2,896 
Fair value loss (gain) on common stock warrant liabilities27,207 (95,329)
Loss on extinguishment of debt3,185 
Stock-based compensation expense4,951 1,787 
Deferred income tax benefit8,057 684 
Unrealized currency losses (gains), net(64)891 
Changes in operating assets and liabilities:
Trade receivables341 636 
Inventories(2,452)281 
Prepaid and other assets2,995 (5,701)
Operating lease assets and liabilities183 (280)
Accrued interest3,394 (3,540)
Accounts payable and other accrued expenses(13,096)(9,760)
Deferred revenue and customer deposits4,115 3,952 
Net cash provided by operating activities122,071 38,348 
Investing activities:
Proceeds from sale of rental equipment15,202 6,786 
Purchase of rental equipment and refurbishments(52,535)(39,648)
Proceeds from the sale of property, plant and equipment13,729 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 options5,414 4,580 
Repurchase and cancellation of Common Stock and warrants(81,618)
Receipts from borrowings162,000 35,793 
Repayment of borrowings(166,112)(45,282)
Payment of debt extinguishment premium costs(1,950)
Principal payments on finance lease obligations(3,735)
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 equivalents57 (629)
Net change in cash and cash equivalents1,997 1,597 
Cash and cash equivalents at the beginning of the period24,937 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 $
Capital expenditures accrued or payable$25,975 $22,345 


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

8


WillScot 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 Mobile Mini Holdings Corp. (“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 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 solutions and storage products through an integrated network of branch locations that spans North America and the UK.
On July 1, 2020, WillScot Corporation, a Delaware corporation (“WillScot”), and Mobile Mini, Inc. (“Mobile Mini”) merged (the “Merger”). Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.” and filed an amended and restated certificate of incorporation (the "A&R Charter"), which reclassified all outstanding shares of WillScot Class A Common Stock and converted such shares into shares of Common Stock, par value $0.0001 per share, of WillScot Mobile Mini ("WillScot Mobile Mini Common Stock"). The WillScot Class A 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.
The preparation of financial statements in accordance with US Generally Accepted Accounting Principles (“GAAP”) requires that our condensed consolidated financial statements and most of the disclosures in these notes be presented on a historical basis. Unless the context otherwise requires, the terms “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot Mobile Mini, 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, results of operations and cash flows for the interim periods presented.
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 threenine months ended March 31,September 30, 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 the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020.
Restatement of Previously Reported Financial StatementsReclassifications
The notes included herein should be read in conjunction with the Company's restated audited consolidatedCertain reclassifications have been made to prior year 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 footnotesconform 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.current year presentation.
Recently Issued and Adopted Accounting Standards
Recently Issued Accounting Standards
In March 2020, the Financial Accounting Standards Board (“FASB”) issued 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 does not expect the impact to be material.



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 currently accounted for 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 is currently evaluating the potential impact ofdoes not expect the adoption of thethis pronouncement to have a material impact on its consolidated financial statements.
9


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, 2021, the Company adopted ASU 2019-12 and the impact of adoption was not material to the Company's consolidated financial statements. The Company will applyapplied the standard prospectively for intraperiod tax allocation, year-to-date losses that exceed anticipated annual losses and enacted changes in tax laws.

NOTE 2 - Acquisitions
Mobile Mini Merger
Purchase Price
Upon completion of the Merger on July 1, 2020, each issued and outstanding share of Mobile Mini Common Stock, par value $0.01 per share, converted to 2.405 shares of WillScot Class A Common Stock, par value $0.0001 per share, and cash in lieu of any fractional shares. The Company issued 106,426,721 shares of Class A Common Stock to Mobile Mini stockholders as consideration for the 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 purchase price was determined as follows:
(in thousands, except share and per share data)July 1, 2020
Mobile Mini Common Stock outstanding44,252,275 
Share conversion ratio2.405 
Common Stock issued106,426,721 
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 shares30 
     Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options19,279 
          Total purchase price$1,352,836 
The Merger was accounted for using the acquisition method of accounting, and WillScot was considered the accounting acquirer. Under the acquisition method of accounting, 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 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 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.

10


Opening Balance Sheet
(in thousands)July 1, 2020
Cash and cash equivalents$17,203 
Trade receivables87,492 
Inventories8,987 
Prepaid expenses and other current assets13,717 
Rental equipment1,033,1901,032,672 
Property, plant and equipment161,401160,729 
Operating lease assets92,054 
Intangible assets374,500 (a)
Goodwill identified936,173937,135 
Other non-current assets2,5192,520 
     Total identifiable assets acquired$2,727,009 2,727,236 
Accounts payable(29,797)
Accrued expenses(40,235)(40,335)
Deferred revenue and customer deposits(38,846)
Operating lease liabilities(89,968)
Debt and finance lease liabilities(897,244)
Deferred tax liabilities(276,882)(276,555)
Other long-term liabilities(1,428)
Total liabilities assumed(1,374,400)(1,374,173)
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$522.3 million of revenue and $26.9$94.3 million of pre-tax income in the threenine months ended March 31,September 30, 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 MergerMerger;
(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 MergerMerger;
(iii)Extinguishment of the Mobile Mini revolving credit facility and senior notes assumed in the Merger and immediately repaidrepaid;
(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 MergerMerger;
(v)Transaction costs incurred in connection with the Merger; and
(vi)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 and nine months ended March 31,September 30, 2021 and the three months ended September 30, 2020 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.

11


The tables below present unaudited pro forma condensed combined statementsstatement of operations information for the threenine months ended March 31,September 30, 2020:
(in thousands)ThreeNine Months Ended March 31,September 30, 2020
(as restated)
WillScot revenues$255,821929,998 
Mobile Mini revenues150,576284,240 
Pro forma revenues$406,3971,214,238 
WillScot Mobile Mini income before income tax$92,4455,304 (a)
Mobile Mini income before income tax14,90737,875 
Pro forma income before income tax107,35243,179 
Pro forma adjustments to combined income before income tax:
Elimination of Merger transaction costs24,65180,040 (b)
Impact of fair value mark-ups on rental fleet depreciation(1,167)(2,334)(c)
Other depreciation expense and intangible asset amortization(5,669)(11,397)(d)
Interest expense(2,564)(6,113)(e)
Elimination of Mobile Mini interest expense8,71215,921 (f)
Elimination of loss on extinguishment of debt19,682 (g)
Pro forma income before income tax131,315138,978 
Income tax expense(13,506)22,300 (g)(h)
Pro forma net income$117,809116,678 

(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 estimatedvalued at $209,000 and a 13 year life.$209.0 million.
(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.
(g)Elimination of loss on extinguishment of debt in connection with the redemption premium on the 2022 Secured Notes and unamortized deferred financing costs on the 2022 Secured Notes and 2017 ABL Facility. See Note 9 for definitiondefinitions of terms.
(g)(h)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. In addition, the three and nine months ended September 30, 2020 included adjustments of $54.1 million and $56.8 million, respectively, to eliminate the reversal of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger.
Other Acquisitions
On September 17, 2021, the Company acquired certain assets and liabilities of Equipe Container Services, Inc., Saf-T-Box, LP and American Mobile Leasing, LLC, which consisted primarily of approximately 11,000 storage units and 400 modular units, for $56.3 million in cash. Based on a preliminary allocation, the accompanying financial statements include approximately $53.0 million and $3.0 million of rental equipment and land, respectively, as a result of these acquisitions.
The amount of revenue and earnings the acquirees included in the consolidated statements of operations for the three and nine-months ended September 30, 2021 is not material to the financial statements. The pre-acquisition revenue and earnings for the acquirees as a percentage of the Company's 2020 Pro Forma results disclosed above and as a percentage of the Company's actual results for the year ended December 31, 2020 were not significant.
12


Transaction and Integration Costs
The Company recorded $0.8$0.3 million and $9.4$52.2 million in transaction costs related to the Merger and other acquisitions during the three months ended March 31,September 30, 2021 and 2020, respectively, and $1.1 million and $63.2 million in transaction costs related to the Merger and other acquisitions in the nine months ended September 30, 2021 and 2020, respectively. The Company also recorded $7.3$8.2 million and $7.1 million in integration costs related to the Merger within selling, general and administrative ("SG&A") expense forduring the three months ended March 31, 2021.September 30, 2021 and 2020, respectively, and $23.2 million and $9.4 million during the nine months ended September 30, 2021 and 2020, respectively.



NOTE 3 - Revenue
Revenue Disaggregation
Geographic Areas
The Company had total revenue in the following geographic areas for the three and nine months ended March 31,September 30, 2020 as follows:
Three Months Ended
March 31,
(in thousands)20212020
US$371,269 $235,328 
Canada23,584 16,706 
Mexico3,463 3,787 
UK27,007 
Total revenues$425,323 $255,821 

Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2021202020212020
US$427,251 $368,285 $1,197,800 $841,227 
Canada31,536 24,098 84,663 57,083 
Mexico3,666 3,279 10,977 10,035 
UK28,099 21,653 83,537 21,653 
Total revenues$490,552 $417,315 $1,376,977 $929,998 
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 nine months ended March 31,September 30, 2021 was as follows:
Three Months Ended
March 31,
(in thousands)20212020
Modular space leasing revenue$169,952 $131,398 
Portable storage leasing revenue54,613 5,849 
Tank and pump leasing revenue15,760 
VAPS and third party leasing revenues(a)
62,426 41,002 
Other leasing-related revenue(b)
12,911 10,103 
Leasing revenue315,662 188,352 
Delivery and installation revenue83,504 51,070 
Total leasing and services revenue399,166 239,422 
New unit sales revenue10,955 9,613 
Rental unit sales revenue15,202 6,786 
Total revenues$425,323 $255,821 

Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2021202020212020
Modular space leasing revenue$188,507 $163,635 $539,835 $427,409 
Portable storage leasing revenue66,184 52,941 179,645 64,506 
Tank and pump leasing revenue19,040 14,112 51,909 14,112 
VAPS and third party leasing revenues(a)
73,517 56,330 206,823 139,754 
Other leasing-related revenue(b)
16,148 13,064 44,025 32,796 
Leasing revenue363,396 300,082 1,022,237 678,577 
Delivery and installation revenue99,699 84,694 274,883 187,404 
Total leasing and services revenue463,095 384,776 1,297,120 865,981 
New unit sales revenue15,860 19,360 37,823 38,736 
Rental unit sales revenue11,597 13,179 42,034 25,281 
Total revenues$490,552 $417,315 $1,376,977 $929,998 
(a)Includes $6.2$7.2 million and $4.0$5.6 million of service revenue for the three months ended March 31,September 30, 2021 and 2020, respectively, and $21.2 million and $13.9 million of service revenue for the nine months ended September 30, 2021 and 2020, respectively.
(b)Includes primarily damage billings, delinquent payment charges, and other processing fees.
13


Leasing and Services Revenue
The majority of revenue (73% and 72% for the three and nine months ended March 31,September 30, 2021 and 2020, respectively)71% for the three and nine months ended September 30, 2020) is generatedgenerated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC 842"). The remaining revenue for the three and nine months ended March 31,September 30, 2021 and 2020 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, approximatelyapproximately 73% of the Company's rental revenue is generated by lease revenue subject to the guidance in ASC 842. The customers that are 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 credit losses address its total



revenues. The Company's top five customers with the largest open receivables balances represented 5.0%represented 4.7% of the total receivables balance as of March 31,September 30, 2021.
As of March 31,September 30, 2021 and December 31, 2020, the Company had approximately$75.4 million $78.8 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 and are included in deferred revenue and customer deposits in the condensed consolidated balance sheets. During the three months ended March 31,September 30, 2021, $19.3$20.9 million of previouslypreviously 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 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 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 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 its allowances.
Activity in the allowance for credit losses was as follows:
Three Months Ended March 31,Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)(in thousands)20212020(in thousands)2021202020212020
Balance at beginning of year$29,258 $15,828 
Balance at beginning of periodBalance at beginning of period$36,785 $19,183 $29,258 $15,828 
Net charges to bad debt expense and revenueNet charges to bad debt expense and revenue8,516 3,392 Net charges to bad debt expense and revenue9,751 13,062 26,661 22,184 
Write-offsWrite-offs(5,813)(2,744)Write-offs(4,543)(6,822)(14,415)(12,395)
Foreign currency translation and otherForeign currency translation and other(331)(5)Foreign currency translation and other(126)(1,237)363 (1,431)
Balance at end of periodBalance at end of period$31,630 $16,471 Balance at end of period$41,867 $24,186 $41,867 $24,186 


14


NOTE 4 - Leases
As of March 31,September 30, 2021, the undiscounted future lease payments for operating and finance lease liabilities were as follows:
(in thousands)OperatingFinance
2021 (remaining)$45,902 $14,383 
202253,179 17,655 
202342,937 14,204 
202434,899 11,283 
202528,057 11,391 
Thereafter69,774 14,790 
Total lease payments274,748 83,706 
Less: interest(45,559)(6,155)
Present value of lease liabilities$229,189 $77,551 

(in thousands)OperatingFinance
2021 (remaining)$16,246 $5,520 
202260,038 20,012 
202349,165 16,561 
202440,555 13,639 
202533,371 13,747 
Thereafter76,957 22,841 
Total lease payments276,332 92,320 
Less: interest(42,745)(6,720)
Present value of lease liabilities$233,587 $85,600 
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 threenine months ended March 31,September 30, 2021 and 2020 was as follows:
(in thousands)(in thousands)Three Months Ended March 31,(in thousands)Nine Months Ended September 30,
Financial Statement LineFinancial Statement Line20212020Financial Statement Line20212020
Finance Lease ExpenseFinance Lease ExpenseFinance Lease Expense
Amortization of finance lease assetsAmortization of finance lease assets$4,378 $Amortization of finance lease assets$14,231 $4,360 
Interest on obligations under finance leasesInterest on obligations under finance leases547 Interest on obligations under finance leases1,674 512 
Total finance lease expenseTotal finance lease expense$4,925 $Total finance lease expense$15,905 $4,872 
Operating Lease ExpenseOperating Lease ExpenseOperating Lease Expense
Fixed lease expenseFixed lease expenseFixed lease expense
Cost of leasing and servicesCost of leasing and services$1,106 $1,602 Cost of leasing and services$3,019 $4,444 
Selling, general and administrativeSelling, general and administrative14,472 7,885Selling, general and administrative44,73229,682
Lease impairment expense and other related chargesLease impairment expense and other related charges596 684 Lease impairment expense and other related charges1,5712,103
Short-term lease expenseShort-term lease expenseShort-term lease expense
Cost of leasing and servicesCost of leasing and services6,379 7,300Cost of leasing and services17,75119,765
Selling, general and administrativeSelling, general and administrative552 386Selling, general and administrative6801,612
Lease impairment expense and other related chargesLease impairment expense and other related charges212 Lease impairment expense and other related charges0471
Variable lease expenseVariable lease expenseVariable lease expense
Cost of leasing and servicesCost of leasing and services1,802 1,832Cost of leasing and services5,4425,277
Selling, general and administrativeSelling, general and administrative1,838 867Selling, general and administrative5,7023,645
Lease impairment expense and other related chargesLease impairment expense and other related charges176 287 Lease impairment expense and other related charges402666
Total operating lease expenseTotal operating lease expense$26,921 $21,055 Total operating lease expense$79,299 $67,665 
Lease impairment expense and other related charges relate to closed locations that are no longer used in operations as a result of consolidation activities within the Company. During the threenine months ended March 31,September 30, 2021, the Company recorded $1.3$2.3 million in lease impairment expense and other related charges which is comprised of $0.5$0.3 million loss on lease exit and impairment charges and $0.8$2.0 million in closed location rent expense. During the threenine months ended March 31,September 30, 2020, the Company recorded $1.7$4.0 million in lease impairment expense and other related charges which is comprised of $0.5$0.7 million loss on lease exit and $1.2$3.3 million in closed location rent expense.


15


Supplemental cash flow information related to leases for the threenine months ended March 31,September 30, 2021 and 2020 was as follows:
(in thousands)(in thousands)Three Months Ended March 31,(in thousands)Nine Months Ended September 30,
Supplemental Cash Flow InformationSupplemental Cash Flow Information20212020Supplemental Cash Flow Information20212020
Cash paid for the amounts included in the measurement of lease liabilities:Cash paid for the amounts included in the measurement of lease liabilities:Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leasesOperating cash outflows from operating leases$16,458 $10,108 Operating cash outflows from operating leases$48,403 $35,065 
Operating cash outflows from finance leasesOperating cash outflows from finance leases$1,669 $491 
Financing cash outflows from finance leasesFinancing cash outflows from finance leases$4,320 $Financing cash outflows from finance leases$12,388 $3,434 
Right of use assets obtained in exchange for lease obligationsRight of use assets obtained in exchange for lease obligations$10,878 $13,270 Right of use assets obtained in exchange for lease obligations$43,448 $26,727 
Assets obtained in exchange for finance leasesAssets obtained in exchange for finance leases$3,366 $Assets obtained in exchange for finance leases$19,947 $6,322 
Weighted-average remaining operating lease terms and the weighted average discount rates as of March 31,September 30, 2021 and December 31, 2020 were as follows:
Lease Terms and Discount RatesLease Terms and Discount RatesMarch 31, 2021December 31, 2020Lease Terms and Discount RatesSeptember 30, 2021December 31, 2020
Weighted-average remaining lease term - operating leasesWeighted-average remaining lease term - operating leases6.3 years6.4 yearsWeighted-average remaining lease term - operating leases6.0 years6.4 years
Weighted-average discount rate - operating leasesWeighted-average discount rate - operating leases5.6 %5.7 %Weighted-average discount rate - operating leases5.3 %5.7 %
Weighted-average remaining lease term - finance leasesWeighted-average remaining lease term - finance leases4.5 years4.6 yearsWeighted-average remaining lease term - finance leases4.5 years4.6 years
Weighted-average discount rate - finance leasesWeighted-average discount rate - finance leases2.9 %2.9 %Weighted-average discount rate - finance leases2.9 %2.9 %
The Company presents information related to leasing revenues in Note 3.

NOTE 5 - Inventories
Inventories at the respective balance sheet dates consisted of the following:
(in thousands)(in thousands)March 31, 2021December 31, 2020(in thousands)September 30, 2021December 31, 2020
Raw materialsRaw materials$21,665 $19,560 Raw materials$24,472 $19,560 
Finished unitsFinished units2,4672,095 Finished units6,471 4,171 
InventoriesInventories$24,132 $21,655 Inventories$30,943 $23,731 

NOTE 6 - Rental Equipment, net
Rental equipment, net at the respective balance sheet dates consisted of the following:
(in thousands)(in thousands)March 31, 2021December 31, 2020(in thousands)September 30, 2021December 31, 2020
Modular space unitsModular space units$2,556,286 $2,520,704 Modular space units$2,901,998 $2,796,284 
Portable storage unitsPortable storage units940,653 931,363 Portable storage units716,033 653,707 
Tank and pump productsTank and pump products134,445 132,071 Tank and pump products149,123 132,071 
Value added productsValue added products148,135 143,652 Value added products158,336 143,652 
Total rental equipmentTotal rental equipment3,779,519 3,727,790 Total rental equipment3,925,490 3,725,714 
Less: accumulated depreciationLess: accumulated depreciation(850,837)(794,068)Less: accumulated depreciation(956,595)(794,068)
Rental equipment, netRental equipment, net$2,928,682 $2,933,722 Rental equipment, net$2,968,895 $2,931,646 
During the third quarter of 2021, certain of the Company’s rental equipment in Louisiana was adversely impacted by Hurricane Ida. The Company maintains insurance on its rental equipment, generally in the form of replacement cost policies. Such policies are subject to varying deductibles and other conditions. Based on management’s preliminary estimates of potential losses net of insurance recoveries, the impact to our financial statements in Q3 is immaterial.



16


NOTE 7 - Goodwill
Changes in the carrying amount of goodwill were as follows:
(in thousands)
Balance at December 31, 2019$235,177 
Acquisition of Mobile Mini928,974 
Effects of movements in foreign exchange rates7,068 
Balance at December 31, 20201,171,219 
Changes to purchase accounting - Mobile Mini7,199 
Effects of movements in foreign exchange rates1,003 
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.
(in thousands)NA ModularNA StorageUK StorageTank and PumpTotal
Balance at December 31, 2019$235,177 $— $— $— $235,177 
Acquisition of Mobile Mini— 726,529 59,183 143,262 928,974 
Effects of movements in foreign exchange rates651 — 6,417 — 7,068 
Balance at December 31, 2020235,828 726,529 65,600 143,262 1,171,219 
Changes to Mobile Mini purchase accounting285,000 (233,666)— (43,173)8,161 
Effects of movements in foreign exchange rates113 (311)(910)18 (1,090)
Balance at September 30, 2021$520,941 $492,552 $64,690 $100,107 $1,178,290 
The Company had 0no goodwill impairment during the threenine months ended March 31,September 30, 2021 or the year ended December 31, 2020. Changes to Mobile Mini purchase accounting are largely the result of the finalization of the assignment of goodwill to the reporting units during the measurement period.

NOTE 8 - Intangibles
Intangible assets other than goodwill at the respective balance sheet dates consisted of the following:
March 31, 2021September 30, 2021
(in thousands)(in thousands)Weighted average remaining life (in years)Gross carrying amountAccumulated amortizationNet book value(in thousands)Weighted average remaining life (in years)Gross carrying amountAccumulated amortizationNet book value
Intangible assets subject to amortization:Intangible assets subject to amortization:Intangible assets subject to amortization:
Trade name - ModSpaceTrade name - ModSpace0.4$3,000 $(2,625)$375 Trade name - ModSpace$3,000 $(3,000)$— 
Mobile Mini customer relationshipsMobile Mini customer relationships7.3209,000 (18,488)190,512 Mobile Mini customer relationships6.8209,000 (31,898)177,102 
TechnologyTechnology5.31,500 (188)1,312 Technology4.81,500 (313)1,187 
Indefinite-lived intangible assets:Indefinite-lived intangible assets:Indefinite-lived intangible assets:
Trade name - Mobile MiniTrade name - Mobile Mini164,000 — 164,000 Trade name - Mobile Mini164,000 — 164,000 
Trade name - WillScotTrade name - WillScot125,000 — 125,000 Trade name - WillScot125,000 — 125,000 
Total intangible assets other than goodwillTotal intangible assets other than goodwill$502,500 $(21,301)$481,199 Total intangible assets other than goodwill$502,500 $(35,211)$467,289 
December 31, 2020
(in thousands)Weighted average remaining life (in years)Gross carrying amountAccumulated amortizationNet book value
Intangible assets subject to amortization:
Trade name - ModSpace0.7$3,000 $(2,375)$625 
Mobile Mini customer relationships8.0217,000 (12,053)204,947 
Technology5.51,500 (125)1,375 
Indefinite-lived intangible assets:
Trade name - Mobile Mini164,000 — 164,000 
Trade name - WillScot125,000 — 125,000 
Total intangible assets other than goodwill$510,500 $(14,553)$495,947 

Amortization expense related to intangible assets was $6.8 million and $5.4 million for the three months ended September 30, 2021 and 2020, respectively, and $20.6 million and $5.9 million
December 31, 2020
(in thousands)Weighted average remaining life (in years)Gross carrying amountAccumulated amortizationNet book value
Intangible assets subject to amortization:
Trade name - ModSpace0.7$3,000 $(2,375)$625 
Mobile Mini customer relationships8.0217,000 (12,053)204,947 
Technology5.51,500 (125)1,375 
Indefinite-lived intangible assets:
Trade name - Mobile Mini164,000 — 164,000 
Trade name - WillScot125,000 — 125,000 
Total intangible assets other than goodwill$510,500 $(14,553)$495,947 
for the nine months ended September 30, 2021 and 2020, respectively.
As discussed in Note 2, the Company acquired Mobile Mini on July 1, 2020. The Company preliminarily recorded $164.0 million to indefinite-lived intangible assets related to the Mobile Mini trade name and $210.5 million of intangibles subject to amortization related to Mobile Mini customer relationships and technology, respectively, in the NA Storage, UK Storage, and Tank and Pump segments. Thetechnology.

17


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,September 30, 2021, future amortization of intangible assets is expected to be as follows for the years ended December 31:
(in thousands)(in thousands)(in thousands)
2021 (remaining)2021 (remaining)$26,791 2021 (remaining)$6,604 
2022202226,416 202226,416 
2023202326,416 202326,416 
2024202426,416 202426,416 
2025202526,416 202526,416 
ThereafterThereafter59,744 Thereafter66,021 
TotalTotal$192,199 Total$178,289 

NOTE 9 - Debt
The carrying value of debt outstanding at the respective balance sheet dates consisted of the following:
(in thousands, except rates)(in thousands, except rates)Interest rateYear of maturityMarch 31, 2021December 31, 2020(in thousands, except rates)Interest rateYear of maturitySeptember 30, 2021December 31, 2020
2025 Secured Notes2025 Secured Notes6.125%2025$573,930 $637,068 2025 Secured Notes6.125%2025$517,581 $637,068 
ABL Facility(a)
ABL Facility(a)
Varies20251,326,988 1,263,833 
ABL Facility(a)
Varies20251,521,518 1,263,833 
2028 Secured Notes2028 Secured Notes4.625%2028491,784 491,555 2028 Secured Notes4.625%2028492,253 491,555 
Finance LeasesFinance LeasesVariesVaries77,551 77,874 Finance LeasesVariesVaries85,600 77,874 
Total debtTotal debt2,470,253 2,470,330 Total debt2,616,952 2,470,330 
Less: current portion of long-term debtLess: current portion of long-term debt16,229 16,521 Less: current portion of long-term debt18,652 16,521 
Total long-term debtTotal long-term debt$2,454,024 $2,453,809 Total long-term debt$2,598,300 $2,453,809 
(a) As of both March 31,September 30, 2021 and December 31, 2020, the Company had 0no outstanding principal borrowings on the Multicurrency Facility and $7.6$6.6 million and $7.9 million, respectively, of related debt issuance costs. No related debt issuance costs were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $7.6$6.6 million and $7.9 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheets.
Asset Backed Lending Facilities ("ABL Facility")
On November 29, 2017, Williams Scotsman Holdings Corp ("Holdings"), Williams Scotsman International, Inc. ("WSII") and certain of its subsidiaries entered into an ABL credit agreement (the “2017 ABL Facility”), as amended, that provided a senior secured revolving credit facility that matured on May 29, 2022. The 2017 ABL Facility consisted of (i) a $1.3 billion asset-backed revolving credit facility for WSII and certain of its domestic subsidiaries (the "2017 US ABL Facility"), (ii) a $140.0 million asset-based revolving credit facility (the "2017 Canadian ABL Facility") for certain Canadian subsidiaries of WSII, and (iii) an accordion feature that permitted the 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.
On July 1, 2020, in connection with the completion of the Merger, Holdings, WSII, and certain of its subsidiaries, 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 $2.0 billion (the “US Facility”), available to WSII and certain of its subsidiaries (collectively, the “US Borrowers”), and (ii) a $400$400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility" together with the US Facility, 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 WSII’s wholly-owned subsidiaries organized in Canada and in the UK. 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.

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Borrowings under the 2020 ABL Facility 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%. The 2020 ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of 0.225% per annum. At March 31,September 30, 2021, the weighted average interest rate for borrowings under the 2020 ABL Facility was 1.99%was 1.97%. The weighted average interest rate on the balance outstanding as of March 31,September 30, 2021, as adjusted for the effects of the interest rate swap agreements, was 2.85%2.73%. Refer to Note 16 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 March 31,September 30, 2021, the Line Cap was $2.4 billion and the Borrowers had $1.0 billion$831.6 million of available borrowing capacity under the 2020 ABL Facility, including $620.4$431.6 million under the US Facility and $400.0 million under the Multicurrency Facility. BorrowingAt September 30, 2021, borrowing capacity under the 2020 ABL Facility is made availableallowed for up to $205.9$207.1 million of letters of credit and up to $170.0 million of swingline loans. At March 31,September 30, 2021, letters of credit and bank guarantees carried fees of 2.00%. The Company had issued $14.1$12.9 million of standby letters of credit under the 2020 ABL Facility at March 31,September 30, 2021.
The Company had $1.4$1.6 billion outstanding principal under the 2020 ABL Facility at March 31,September 30, 2021. Debt issuance costs of $38.5$34.0 million were included in the carrying value of the 2020 ABL Facility at March 31,September 30, 2021.
2022 Senior Secured Notes
WSII had $270.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured Notes”). In connection with the Merger and related financing transactions in the third quarter of 2020, using proceeds from the 2025 Secured Notes discussed below, the Company redeemed all of its 2022 Secured Notes.
2023 Senior Secured Notes
WSII had $490.0 million of 6.875% senior secured notes due August 15, 2023 (the “2023 Secured Notes”). On August 11, 2020, WSII redeemed 10% of the outstanding principal amount of the 2023 Secured Notes, $49.0 million. On August 25, 2020, the Company completed a private offering of its 2028 Secured Notes, discussed below, and used the offering proceeds to repay, along with expenses, the $441.0 million outstanding principal amount of its 2023 Secured Notes.
2025 Senior 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”). 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, or $65.0 million, of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the condensed consolidated statement of operations of $3.2 million comprised of a redemption premium of $1.9 million and writewrite- off of unamortized deferred financing fees of $1.3 million in the first quarter of 2021.
On June 16, 2021, using cash on hand and borrowings on the 2020 ABL Facility, the Company redeemed 10% of the outstanding principal, or $58.5 million, of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the condensed consolidated statement of operations of $2.8 million comprised of a redemption premium of $1.8 million and write-off of unamortized deferred financing fees of $1.0 million in the second quarter of 2021.
The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125% per annum. Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020. Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $11.1$8.9 million as of March 31,September 30, 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 25,15, 2021. Unamortized deferred financing cost pertaining to the 2028 Secured Notes were $8.2$7.7 million as of MarchSeptember 30, 2021.
Finance Leases
The Company maintains finance leases primarily related to transportation equipment. At September 30, 2021 and December 31, 2021.2020, obligations under finance leases for certain real property and transportation related equipment were $85.6 million and $77.9 million, respectively. Refer to Note 4 for further information.
The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of March 31,September 30, 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.


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NOTE 10 – Equity
Common Stock
On June 30, 2020, as contemplated by the Merger Agreement,merger agreement, Sapphire Holding S.à r.l. ("Sapphire Holdings"), an affiliate of TDR Capital LLP (“TDR Capital”), exchanged each of its shares of common stock of Holdings for 1.3261 shares of newly issued WillScot 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 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, Sapphire Holdings became a wholly-owned subsidiary of WillScot. Sapphire Holdings received 10,641,182 shares of Common Stock of WillScot in the Sapphire Exchange. Prior to the Sapphire Exchange, Sapphire Holdings' ownership of Holdings was recorded as a non-controlling interest in the condensed consolidated financial statements. 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)$3.0 million to accumulated other comprehensive loss, on the condensed consolidated balance sheet.
In connection with the Merger on July 1, 2020, the Company issued 106,426,722 shares of Class A Common Stock in exchange for Mobile Mini Common Stock outstanding and subsequently filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of the Class A Common Stock and converted such shares into shares of Common Stock, par value $0.0001 per share, of WillScot Mobile Mini.
On March 1, 2021, the Company 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 570,1975,273,466 shares of Common Stock during the threenine months ended March 31,September 30, 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. On April 29, 2021, the Board of Directors approved an increase in repurchase authority to $500 million. 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 threenine months ended March 31,September 30, 2021, the Company repurchased 3,056,21711,656,552 shares of Common Stock and stock equivalents for $81.6 million, including the shares repurchased from Sapphire Holdings noted above.$322.6 million. As of March 31,September 30, 2021, $133.9$142.2 million of the approved repurchase pool remainsremained available.
0



In October of 2021, the Company's Board of Directors replaced the existing share repurchase program with a new share repurchase program that authorizes the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents.
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the threenine months ended March 31,September 30, 2021 and 2020 were as follows:
(in thousands)(in thousands)Foreign currency translationUnrealized losses on hedging activitiesTotal(in thousands)Foreign currency translationUnrealized losses on hedging activitiesTotal
Balance at December 31, 2020Balance at December 31, 2020$(24,694)$(12,513)$(37,207)Balance at December 31, 2020$(24,694)$(12,513)$(37,207)
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications5,034 (760)4,274 Other comprehensive income (loss) before reclassifications5,034 (760)4,274 
Reclassifications from AOCI to incomeReclassifications from AOCI to income2,937 2,937 Reclassifications from AOCI to income— 2,937 2,937 
Balance at March 31, 2021Balance at March 31, 2021$(19,660)$(10,336)$(29,996)Balance at March 31, 2021(19,660)(10,336)(29,996)
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications3,093 (848)2,245 
Reclassifications from AOCI to incomeReclassifications from AOCI to income— 2,994 2,994 
Balance at June 30, 2021Balance at June 30, 2021(16,567)(8,190)(24,757)
Other comprehensive loss before reclassificationsOther comprehensive loss before reclassifications(11,162)(830)(11,992)
Reclassifications from AOCI to incomeReclassifications from AOCI to income— 3,036 3,036 
Balance at September 30, 2021Balance at September 30, 2021$(27,729)$(5,984)$(33,713)
20


(in thousands)(in thousands)Foreign currency translationUnrealized losses on hedging activitiesTotal(in thousands)Foreign currency translationUnrealized losses on hedging activitiesTotal
Balance at December 31, 2019Balance at December 31, 2019$(52,982)$(9,793)$(62,775)Balance at December 31, 2019$(52,982)$(9,793)$(62,775)
Other comprehensive loss before reclassificationsOther comprehensive loss before reclassifications(21,144)(10,330)(31,474)Other comprehensive loss before reclassifications(21,144)(10,330)(31,474)
Reclassifications from AOCI to incomeReclassifications from AOCI to income1,572 1,572 Reclassifications from AOCI to income— 1,572 1,572 
Less other comprehensive loss attributable to non-controlling interestLess other comprehensive loss attributable to non-controlling interest1,913 790 2,703 Less other comprehensive loss attributable to non-controlling interest1,913 790 2,703 
Balance at March 31, 2020Balance at March 31, 2020$(72,213)$(17,761)$(89,974)Balance at March 31, 2020(72,213)(17,761)(89,974)
Other comprehensive income (loss) before reclassificationsOther comprehensive income (loss) before reclassifications7,982 (1,642)6,340 
Reclassifications from AOCI to incomeReclassifications from AOCI to income— 2,617 2,617 
Less other comprehensive income attributable to non-controlling interestLess other comprehensive income attributable to non-controlling interest(730)(88)(818)
Impact of elimination of non-controlling interest on accumulated other comprehensive incomeImpact of elimination of non-controlling interest on accumulated other comprehensive income(1,299)(1,673)(2,972)
Balance at June 30, 2020Balance at June 30, 2020(66,260)(18,547)(84,807)
Other comprehensive income prior to reclassificationsOther comprehensive income prior to reclassifications14,619 947 15,566 
Reclassifications from AOCI to incomeReclassifications from AOCI to income— 2,958 2,958 
Balance at September 30, 2020Balance at September 30, 2020$(51,641)$(14,642)$(66,283)

For the threenine months ended March 31,September 30, 2021 and 2020, $2.9$9.0 million and $1.6$7.1 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, tThe Company recorded a tax expense of $0.7 million and $0.0$2.0 million for the three and nine months ended March 31,September 30, 2021, respectively, and an income tax benefit of $1.2 million for the three and nine months ended September 30, 2020 respectively.associated with this reclassification.

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”)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,and 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") to redeem all of its 2015 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 issuing 398,305 shares of the Company's Class A 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 was issued in connection with these exercises. Thereafter,On February 24, 2020, the Company completed the redemption of 38,509 remaining warrants under the Redemption Notice for $0.01 per warrant. At March 31, 2020, 0No Public Warrants wereremain outstanding.
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 entitlesentitled 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. Additionally, if held by certain original investors (or their permitted assignees), the 2015 Private Warrants maycould be exercised on a cashless basis and are not subject to redemption. The 2015 Private Warrants expire on November 29, 2022. During the threesix months ended March 31,June 30, 2021, 630,0003,055,000 2015 Private Warrants were repurchased for $4.8$25.5 million and cancelled. In addition, during the six months ended June 30, 2021, 9,655,000 warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock. As a result of these transactions, no 2015 private warrants remain outstanding.

21


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. The 2018 Warrants expire on November 29, 2022. During the threenine months ended March 31,September 30, 2021, 203,161223,310 of these 2018 Warrants were repurchased for $2.0$2.3 million and cancelled.
At March 31, In addition, during the nine months ended September 30, 2021,, the Company had 9,527,080 2,981,195 2018 Warrants and 12,080,000 2015 Privatewere exercised on a cashless basis, resulting in the issuance of 1,372,548 shares of common stock. At September 30, 2021, 6,525,736 2018 Warrants were outstanding.
The Company accounted for its warrants in the following ways: (i) the 2015 Private Warrants as liabilities for all periods presented, (ii) the 2015 Public Warrants as liabilities through their final redemption in February 2020, (ii) the 2015 Private Warrants as liabilities through their final repurchase or exercise in May 2021, and (iii) the 2018 Warrants as liabilities until June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled. Subsequent to June 30, 2020, the 2018 Warrants were equity classified.
The Company determined the following fair values for the outstanding common stock warrants recorded as liabilities:
(in thousands)March 31, 2021December 31, 2020
(as restated)
2015 Private Warrants$99,781 $77,404 
(in thousands)September 30, 2021December 31, 2020
2015 Private WarrantsN/A$77,404 

NOTE 12 – Income Taxes
The Company recorded $6.6 million and $36.0 million of income tax expense of $10.5 million and $0.8 million for the three and nine months ended March 31,September 30, 2021, respectively, and $66.7 million and $66.2 million of income tax benefit for the three and nine months ended September 30, 2020, respectively. The Company’s effective tax rate for the three and nine months ended March 31,September 30, 2021 was 9.8% and 29.5%, respectively. The Company's effective tax rate for the three and nine months ended September 30, 2020 was 70.2%91.7% and 0.85%(1,247.5)%, respectively.
The effective tax rate for the three months ended March 31,September 30, 2021 significantlydiffers from the US federal statutory rate of 21% primarily due to the reversal of approximately $12.8 million in reserves for uncertain tax positions (“UTP”) due to the expiration of relevant statutes of limitation. The effective tax rate for the nine months ended September 30, 2021 differs from the US federal statutory rate of 21% primarily due to the permanent add-backadd-backs related to the mark to marketfair value accounting on the Company’s warrants. warrants and executive compensation with an offset related to the discrete tax benefit from the reversal of reserves for UTP.
The effective tax rate for the three months ended March 31,September 30, 2020 is significantly different formfrom the US statutory rate of 21% primarily becauseas a result of a pre-tax loss approximately equal to the Company did not recognize benefitsdiscrete tax benefit from the reversal of the Company’s valuation allowance on net operating losses prior to the merger with Mobile Mini and the reversal of reserves for its pre-tax lossesUTP due to the expiration of statutes of limitations. The effective tax rate for the nine months ended September 30, 2020 is different from the US statutory rate of 21% primarily as a result of discrete benefits from the reversal of valuation allowances.allowances and reserves for UTP.

NOTE 13 - 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, 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,September 30, 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.

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The following table shows the carrying amounts and fair values of financial liabilities which are disclosed, but not measured, at fair value, including their levels in the fair value hierarchy:
March 31, 2021December 31, 2020September 30, 2021December 31, 2020
Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair Value
(in thousands)(in thousands)Level 1Level 2Level 3Level 1Level 2Level 3(in thousands)Level 1Level 2Level 3Level 1Level 2Level 3
ABL FacilitiesABL Facilities$1,326,986 $$1,365,500 $$1,263,833 $$1,304,612 $ABL Facilities$1,521,518 $— $1,555,500 $— $1,263,833 $— $1,304,612 $— 
2025 Secured Notes2025 Secured Notes573,930 621,873 637,068 694,876 2025 Secured Notes517,581 — 556,374 — 637,068 — 694,876 — 
2028 Secured Notes2028 Secured Notes491,784 508,395 491,555 518,820 2028 Secured Notes492,253 — 521,435 — 491,555 — 518,820 — 
TotalTotal$2,392,700 $$2,495,768 $$2,392,456 $$2,518,308 $Total$2,531,352 $— $2,633,309 $— $2,392,456 $— $2,518,308 $— 
As of March 31,September 30, 2021, the carrying values of the ABL Facilities, the 2025 Secured Notes, and the 2028 Secured Notes include$38.5 $34.0 million, $11.1$8.9 million, and $8.2$7.7 million, respectively, of unamortized debt issuance costs, which are presented as a direct reduction of the corresponding liability. As of December 31, 2020, the carrying value of the ABL Facilities, the 2025 Secured Notes, and the 2028 Secured Notes includes $40.8 million, $12.9 million, and $8.4 million, respectively, of unamortized debt issuance costs, which are presented as a direct reduction of the corresponding liability.
The carrying value of the ABL Facilities, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates. The fair value of the 2025 Secured Notes and the 2028 Secured Notes is based on their last trading price at the end of each period obtained from a third party. The locationclassification and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheetsheets are disclosed in Note 16.
The following table shows the carrying amounts and fair values of financial liabilities which are measured at fair value:
March 31, 2021December 31, 2020
(as restated)
Carrying AmountFair ValueCarrying AmountFair Value
(in thousands)Level 1Level 2Level 3Level 1Level 2Level 3
2015 Private warrants$99,781 $$$99,781 $77,404 $$$77,404 
Total$99,781 $$$99,781 $77,404 $$$77,404 

September 30, 2021December 31, 2020
Carrying AmountFair ValueCarrying AmountFair Value
(in thousands)Level 1Level 2Level 3Level 1Level 2Level 3
2015 Private warrantsN/AN/AN/AN/A$77,404 $— $— $77,404 
Total$— $— $— $— $77,404 $— $— $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 arewere 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, 2021March 31, 2020
(as restated)
(in thousands) 2015 Private Warrants 2015 Private Warrants2018 Warrants
Stock Price$27.75 $10.13 $10.13 
Strike Price$11.50 $11.50 $15.50 
Expected Life1.662.662.66
Volatility43.62 %42.27 %42.27 %
Risk Free rate0.13 %0.27 %0.27 %
Dividend yield
Fair value of warrants$16.52 $2.31 $1.39 
December 31, 2020
(in thousands) 2015 Private Warrants
Stock Price$23.17 
Strike Price$11.50 
Expected Life1.91 
Volatility41.2 %
Risk Free rate0.13 %
Dividend yield— 
Fair value of warrants$12.17 
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The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2021:September 30, 2020:
(in thousands)2015 Private Warrants
Balance - June 30, 2020$34,421 
Measurement adjustment22,303 
Balance - September 30, 2020$56,724 
The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021 and September 30, 2020.
(in thousands)2015 Private Warrants
Balance - December 31, 2020 (as restated)$77,404 
RepurchasesExercise or conversion(4,679)(78,495)
Measurement adjustmentsadjustment27,056 25,486 
Repurchases(24,395)
Balance - March 31,September 30, 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(41)
Measurement adjustments(52,510)(44,475)
Balance - March 31, 2020$20,196 $13,853 
(in thousands)2015 Private Warrants2018 Warrants
Balance - December 31, 2019$72,705 $58,369 
Exercise or conversion— (416)
Measurement adjustment(15,981)(31,737)
Reclassification to equity at June 30, 2020— (26,216)
Balance - September 30, 2020$56,724 $— 

NOTE 14 - 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 period. Restructuring costs incurred under these plans include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other related costs associated with exit or disposal activities, including but not limited to, costs for consolidating or closing 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 nine months ended March 31,September 30, 2021 and 2020:2020, which primarily relate to employee costs:
Three Months Ended March 31,Three Months EndedNine Months Ended
20212020September 30,September 30,
(in thousands)(in thousands)Employee CostsFacility Exit CostsTotalEmployee CostsFacility Exit CostsTotal(in thousands)2021202020212020
Beginning balanceBeginning balance$1,750 $$1,750 $447 $$447 Beginning balance$4,380 $525 $1,750 $447 
ChargesCharges3,142 3,142 (72)12 (60)Charges1,856 3,854 11,958 4,543 
Cash paymentsCash payments(137)(137)(207)(207)Cash payments(3,845)(2,432)(5,548)(3,027)
Foreign currency translationForeign currency translation— — 
Non-cash movementsNon-cash movements(1,437)(1,437)(12)(12)Non-cash movements(1,442)133 (7,211)116 
Ending balanceEnding balance$3,318 $$3,318 $168 $$168 Ending balance$949 $2,082 $949 $2,082 
The restructuring charges forduring the three and nine months ended March 31,September 30, 2021 are primarily driven by employee termination costs as a result of the elimination of positions due to the Merger. The restructuring charges forduring the three months ended March 31,September 30, 2020 are primarily relatedriven by termination costs as a result of the Merger, and restructuring charges for the nine months ended September 30, 2020 are primarily driven by employee termination costs due to reductions in force in response to the COVID-19 pandemic and termination costs as a result of employees in connectionthe Merger.
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The restructuring non-cash movements during the three and nine months ended September 30, 2021 primarily represent stock compensation costs recognized as a result of the modification of certain equity awards associated with ModSpace acquisition.the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer.
Segments (as defined in Note 18)
The $3.1$1.9 million of restructuring charges for the three months ended March 31,September 30, 2021 includes $1.0$0.1 million of charges related to the NA Modular segment, $0.7$0.4 million of charges related to the NA Storage segment, and $1.4 million of unallocated charges.
RestructuringThe $3.9 million of restructuring charges for the three months ended March 31,September 30, 2020 pertainincludes $0.3 million of charges related to the NA Modular segment, $3.3 million of charges related to the NA Storage segment and $0.3 million of charges related to the UK Storage segment.
The $12.0 million of restructuring charges for the nine months ended September 30, 2021 includes $1.6 million of charges related to the NA Modular segment, $3.2 million of charges related to the NA Storage segment, and $7.2 million of unallocated charges.
The $4.5 million of restructuring charges for the nine months ended September 30, 2020 includes $0.9 million of charges pertaining to the NA Modular segment, $3.3 million of charges related to the NA Storage segment and $0.3 million of charges related to the UK Storage segment.

NOTE 15 - Stock-Based Compensation
Prior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units ("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.
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, the "RSUs"). The 2020 Incentive Plan continues the former Market-Based RSUs renamed as "Performance-Based RSUs." RSUs are recognized in the financial statements based on their fair value. In addition, stock-based payments to non-executive directors include grants of RSAs. Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot Mobile Mini's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to 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.



Restricted Stock Awards
The following table summarizes the Company's RSA activity for the three months ended as of September 30March 31,,:
2021202020212020
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Balance December 31,Balance December 31,57,448 $11.75 52,755 $14.69 Balance December 31,57,448 $11.75 52,755 $14.69 
Balance March 31,57,448 $11.75 52,755 $14.69 
GrantedGranted44,708 29.30 65,959 11.75 
ForfeitedForfeited(8,532)29.30 — — 
VestedVested(57,448)11.75 (61,266)14.28 
Balance September 30,Balance September 30,36,176 $29.30 57,448 $11.75 
Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.2was $0.3 million and $0.2 million for each of the three months ended March 31,September 30, 2021 and 2020. Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.6 million and $0.7 million for the nine months ended
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September 30, 2021 and 2020, respectively. At March 31,At September 30, 2021, there was $0.1$0.7 million ofof unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted averageaverage vesting periodperiod of 0.10.7 years.
Time-Based RSUs
The following table summarizes the Company's Time-Based RSU activity for the three months ended as of September 30March 31,,:
2021202020212020
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Balance December 31,Balance December 31,1,125,766 $13.44 1,065,305 $12.78 Balance December 31,1,125,766 $13.44 1,065,305 $12.78 
GrantedGranted405,505 27.20 174,020 16.78 Granted415,737 27.25 632,864 14.37 
ForfeitedForfeited(33,238)13.62 (15,106)13.45 Forfeited(65,153)16.74 (22,728)13.45 
VestedVested(144,204)12.92 (323,678)12.93 Vested(467,055)14.14 (323,678)12.93 
Balance March 31,1,353,829 $17.61 900,541 $13.49 
Balance September 30,Balance September 30,1,009,295 $18.59 1,351,763 $13.48 
Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $2.1$3.2 million and $1.0$1.6 million for the three months ended March 31,September 30, 2021 and 2020, respectively. Compensation expense for RSUs recognized in SG&A on the condensed consolidated statements of operations was $7.5 million and $3.9 million for the nine months ended September 30, 2021 and 2020, respectively. At March 31,September 30, 2021, unrecognized compensation cost related to Time-Based RSUs totaled $24.0$13.5 million and is expected to be recognized over the remaining weighted average vesting period of 2.92.3 years.
Included in restructuring costs for the three and nine months ended September 30, 2021 was expense of approximately $1.1$1.1 million and $5.9 million, respectively, 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 former 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 as of September 30March 31,,:
2021202020212020
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Balance December 31,Balance December 31,593,388 $14.88 288,281 $13.22 Balance December 31,593,388 $14.88 288,281 $13.22 
GrantedGranted397,981 39.10 202,923 16.82 Granted977,645 33.21 325,256 16.35 
ForfeitedForfeited(10,886)14.70 (12,700)14.70 Forfeited(20,077)25.87 (12,700)14.70 
Balance March 31,980,483 $24.70 478,504 $14.71 
Balance September 30,Balance September 30,1,550,956 $26.29 600,837 $14.88 
Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was$1.0 million $2.7 million and $0.4$0.8 million for the three months ended March 31,September 30, 2021 and 2020, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $5.8 million and $1.7 million for the nine months ended September 30, 2021 and 2020, respectively. At March 31,September 30, 2021, unrecognized compensation cost related to Performance-Based RSUs totaled $19.5 $30.3 million andand is expected to be recognized over the remaining vesting period of 2.12.7 years.
Included in restructuring costs for the three and nine months ended September 30, 2021 was expense of approximatelyapproximately $0.3 million and $1.3 million, respectively, 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 former President and Chief Operating Officer.
Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in an index at the grant date over the performance period of three years.



For certain 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
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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).
For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 to 4.8 years. The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The 555,790 RSU target payout is tied to a stock price of $47.50, with a payout ranging from 0 RSUs (for a stock price less than $42.50) to 1,333,334 RSUs (for a stock price of $60.00 or greater).
Stock Options
The following table summarizes the Company's stock option activity for the three months ended as of September 30, 2021March 31,:
WillScot OptionsWeighted-Average Exercise Price per ShareConverted
Mobile Mini Options
Weighted-Average Exercise Price per Share
Balance December 31 , 2020534,188 $13.60 2,031,455 $14.78 
Forfeited$13.60 (6,240)12.19 
Exercised$13.60 (346,247)15.89 
Balance March 31, 2021534,188 $13.60 1,678,968 14.57 
Fully vested and exercisable options, December 31, 2020267,094 $13.60 1,678,968 $14.57 
Vested133,547 $13.60 $
Fully vested and exercisable options, March 31, 2021400,641 $13.60 1,678,968 $

WillScot OptionsWeighted-Average Exercise Price per ShareConverted
Mobile Mini Options
Weighted-Average Exercise Price per Share
Balance December 31 , 2020534,188 $13.60 2,031,455 $14.78 
Forfeited— — (6,240)12.19 
Exercised— — (484,986)15.26 
Balance September 30, 2021534,188 $13.60 1,540,229 $14.65 
Fully vested and exercisable options, September 30, 2021400,641 $13.60 1,540,229 $14.65 
The following table summarizes the Company's stock option activity as of September 30, 2020:
WillScot OptionsWeighted-Average Exercise Price per Share
Balance, December 31, 2019534,188 $13.60 
Balance, March 31, 2020534,188 $13.60 
Fully vested and exercisable options, December 31, 2019133,547 $13.60 
Vested133,547 $13.60 
Fully vested and exercisable options, March 31, 2020267,094 $13.60 

WillScot OptionsWeighted-Average Exercise Price per ShareConverted Mobile Mini OptionsWeighted-Average Exercise Price per Share
Balance, December 31, 2019534,188 $13.60 — $— 
Converted at Merger— — 7,361,516 13.52 
Exercised— — (259,708)11.99 
Balance at September 30, 2020534,188 $13.60 7,101,808 $13.58 
Fully vested and exercisable options, September 30, 2020267,094 $13.60 7,101,808 $13.58 
WillScot Options
CompensationCompensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, waswas $0.2 million and $0.2 million for each of the three months ended March 31,September 30, 2021 and 2020, respectively.2020. Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.6 million for each of the nine months ended September 30, 2021 and 2020. At March 31,September 30, 2021, unrecognized compensation cost related to stock option awards totaled $0.7$0.3 million and is expected to be recognized over the remaining vesting period of 1.0 year.0.5 years.

NOTE 16 - Derivatives
On November 6, 2018, 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 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 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 0.11%0.08% and 0.15% at March 31,September 30, 2021 and December 31, 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.
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The location and the fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows:
(in thousands)(in thousands)Balance Sheet AccountMarch 31, 2021December 31, 2020(in thousands)Balance Sheet AccountSeptember 30, 2021December 31, 2020
Cash Flow Hedges:Cash Flow Hedges:Cash Flow Hedges:
Interest rate swapInterest rate swapAccrued expenses$11,645 $11,619 Interest rate swapAccrued expenses$8,380 $11,619 
Interest rate swapInterest rate swapOther non-current liabilities$2,414 $5,308 Interest rate swapOther non-current liabilities$— $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 March 31,September 30, 2021 and December 31, 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 statements of operations for the threenine months ended March 31,September 30,:
(in thousands)(in thousands)20212020(in thousands)20212020
Gain (loss) recognized in OCIGain (loss) recognized in OCI$2,844 $(8,758)Gain (loss) recognized in OCI$8,528 $(5,061)
Location of gain (loss) recognized in incomeLocation of gain (loss) recognized in incomeInterest expenseInterest expenseLocation of gain (loss) recognized in incomeInterest expenseInterest expense
Gain (loss) reclassified from AOCI into income (effective portion)$2,937 $(1,572)
Loss reclassified from AOCI into income (effective portion)Loss reclassified from AOCI into income (effective portion)$(8,967)$(7,147)

NOTE 17 - Commitments and Contingencies
Commitments
At March 31, 2021 and December 31, 2020, commitments for the acquisition of rental equipment and property, plant and equipment were $9.9 million and $5.0 million, respectively.
Contingencies - Legal Claims
The Company is involved in various lawsuits, or claims and legal proceedings that arise in the ordinary course of business. ManagementThe Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required. As of September 30, 2021, with respect to these outstanding matters, the Company believes that there is no pending claimthe amount or lawsuit which, if adversely determined, wouldrange of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’sconsolidated financial condition,position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

NOTE 18 - Segment Reporting
The Company operates in 4 reportable segments as follows: North America Modular Solutions ("NA Modular"), North America Storage Solutions ("NA Storage"), United Kingdom Storage Solutions ("UK Storage") and 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.
In connection with the Merger, the Company determined its reportable segments 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 as shown in the reconciliation of the Company’s consolidated net 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 nine months ended March 31,September 30, 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,prior to July 1, 2020. Please refer to the Management Discussion & Analysis of Financial Condition and 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.

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Three Months Ended March 31, 2021Three Months Ended September 30, 2021
(in thousands)(in thousands)NA ModularNA StorageUK StorageTank and PumpUnallocated CostsTotal(in thousands)NA ModularNA StorageUK StorageTank and PumpUnallocated CostsTotal
Revenues:Revenues:Revenues:
Leasing and services revenue:Leasing and services revenue:Leasing and services revenue:
LeasingLeasing$199,608 $80,351 $18,721 $16,982 $315,662 Leasing$219,736 $101,172 $21,691 $20,797 $363,396 
Delivery and installationDelivery and installation48,680 21,365 6,750 6,709 83,504 Delivery and installation58,017 28,330 5,563 7,789 99,699 
Sales revenue:Sales revenue:Sales revenue:
New unitsNew units7,460 2,184 871 440 10,955 New units13,483 1,307 580 490 15,860 
Rental unitsRental units10,476 3,848 665 213 15,202 Rental units7,815 3,088 265 429 11,597 
Total revenuesTotal revenues266,224 107,748 27,007 24,344 425,323 Total revenues299,051 133,897 28,099 29,505 490,552 
Costs:Costs:Costs:
Cost of leasing and services:Cost of leasing and services:Cost of leasing and services:
LeasingLeasing51,075 10,733 4,296 3,791 69,895 Leasing59,260 14,393 4,314 4,481 82,448 
Delivery and installationDelivery and installation44,705 15,740 4,091 5,600 70,136 Delivery and installation51,655 19,328 3,238 6,770 80,991 
Cost of sales:Cost of sales:Cost of sales:
New unitsNew units4,874 1,341 589 305 7,109 New units10,080 727 368 324 11,499 
Rental unitsRental units5,848 2,522 624 111 9,105 Rental units3,636 1,587 245 135 5,603 
Depreciation of rental equipmentDepreciation of rental equipment46,720 4,793 914 3,271 55,698 Depreciation of rental equipment46,566 5,366 1,058 3,472 56,462 
Gross profitGross profit$113,002 $72,619 $16,493 $11,266 $213,380 Gross profit$127,854 $92,496 $18,876 $14,323 $253,549 
Other selected data:Other selected data:Other selected data:
Adjusted EBITDAAdjusted EBITDA$97,371 $46,322 $11,064 $8,828 $$163,585 Adjusted EBITDA$106,825 $59,123 $13,255 $10,946 $— $190,149 
Selling, general and administrative expense (a)Selling, general and administrative expense (a)$62,350 $31,089 $6,343 $5,710 $11,837 $117,329 Selling, general and administrative expense (a)$66,529 $38,740 $6,680 $6,955 $14,823 $133,727 
Purchases of rental equipment and refurbishmentsPurchases of rental equipment and refurbishments$39,135 $3,472 $6,770 $3,158 $$52,535 Purchases of rental equipment and refurbishments$31,789 $11,920 $11,649 $5,016 $— $60,374 
(a) Includes both SG&A expense and Transaction costs from the condensed consolidated statement of operations.
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Three Months Ended September 30, 2020
(in thousands)NA ModularNA StorageUK StorageTank and PumpUnallocated CostsTotal
Revenues:
Leasing and services revenue:
Leasing$192,243 $77,041 $15,399 $15,399 $300,082 
Delivery and installation52,144 20,868 4,744 6,938 84,694 
Sales revenue:
New units14,024 3,783 1,011 542 19,360 
Rental units9,456 2,801 499 423 13,179 
Total revenues267,867 104,493 21,653 23,302 417,315 
Costs:
Cost of leasing and services:
Leasing49,516 9,260 3,382 2,630 64,788 
Delivery and installation44,465 13,120 3,240 5,529 66,354 
Cost of sales:
New units9,484 2,351 726 374 12,935 
Rental units6,356 1,930 466 85 8,837 
Depreciation of rental equipment45,967 4,448 1,168 3,254 54,837 
Gross profit$112,079 $73,384 $12,671 $11,430 $209,564 
Other selected data:
Adjusted EBITDA$100,281 $46,465 $8,306 $8,507 $— $163,559 
Selling, general and administrative expense (a)$58,935 $31,368 $5,533 $6,177 $62,257 $164,270 
Purchases of rental equipment and refurbishments$34,249 $7,234 $677 $431 $— $42,591 
(a) Includes both SG&A expense and Transaction costs from the condensed consolidated statement of operations.
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Nine Months Ended September 30, 2021
(in thousands)NA ModularNA StorageUK StorageTank and PumpUnallocated CostsTotal
Revenues:
Leasing and services revenue:
Leasing$636,979 $267,489 $61,426 $56,343 $1,022,237 
Delivery and installation161,548 73,214 18,152 21,969 274,883 
Sales revenue:
New units27,814 5,355 2,746 1,908 37,823 
Rental units28,316 11,381 1,214 1,123 42,034 
Total revenues854,657 357,439 83,538 81,343 1,376,977 
Costs:
Cost of leasing and services:
Leasing172,108 37,300 13,339 12,628 235,375 
Delivery and installation147,514 51,811 10,638 18,317 228,280 
Cost of sales:
New units19,330 3,190 1,802 1,338 25,660 
Rental units14,611 6,667 1,163 429 22,870 
Depreciation of rental equipment144,102 17,635 3,290 10,026 175,053 
Gross profit$356,992 $240,836 $53,306 $38,605 $689,739 
Other selected data:
Adjusted EBITDA$307,741 $154,971 $36,647 $29,870 $— $529,229 
Selling, general and administrative expense (a)$192,285 $103,501 $19,949 $18,868 $38,840 $373,443 
Purchases of rental equipment and refurbishments$120,288 $24,165 $22,645 $11,093 $— $178,191 
(a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations.

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Three Months Ended March 31, 2020Nine Months Ended September 30, 2020
(in thousands)(in thousands)NA ModularNA StorageUK StorageTank and PumpUnallocated CostsTotal(in thousands)NA ModularNA StorageUK StorageTank and PumpUnallocated CostsTotal
Revenues:Revenues:Revenues:
Leasing and services revenue:Leasing and services revenue:Leasing and services revenue:
LeasingLeasing$188,352 $$$$188,352 Leasing$570,738 $77,041 $15,399 $15,399 $678,577 
Delivery and installationDelivery and installation51,070 51,070 Delivery and installation154,854 20,868 4,744 6,938 187,404 
Sales revenue:Sales revenue:Sales revenue:
New unitsNew units9,613 9,613 New units33,400 3,783 1,011 542 38,736 
Rental unitsRental units6,786 6,786 Rental units21,558 2,801 499 423 25,281 
Total revenuesTotal revenues255,821 255,821 Total revenues780,550 104,493 21,653 23,302 929,998 
Costs:Costs:Costs:
Cost of leasing and services:Cost of leasing and services:Cost of leasing and services:
LeasingLeasing49,809 49,809 Leasing147,072 9,260 3,382 2,630 162,344 
Delivery and installationDelivery and installation43,865 43,865 Delivery and installation131,853 13,120 3,240 5,529 153,742 
Cost of sales:Cost of sales:Cost of sales:
New unitsNew units6,203 6,203 New units22,018 2,351 726 374 25,469 
Rental unitsRental units3,806 3,806 Rental units13,965 1,930 466 85 16,446 
Depreciation of rental equipmentDepreciation of rental equipment45,948 45,948 Depreciation of rental equipment137,409 4,448 1,168 3,254 146,279 
Gross profitGross profit$106,190 $$$$106,190 Gross profit$328,233 $73,384 $12,671 $11,430 $425,718 
Other selected data:Other selected data:Other selected data:
Adjusted EBITDAAdjusted EBITDA$89,544 $$$$$89,544 Adjusted EBITDA$287,345 $46,465 $8,306 $8,507 $— $350,623 
Selling, general and administrative expense (a)Selling, general and administrative expense (a)$62,572 $$$$12,396 $74,968 Selling, general and administrative expense (a)$180,791 $31,368 $5,533 $6,177 $80,641 $304,510 
Purchases of rental equipment and refurbishmentsPurchases of rental equipment and refurbishments$39,648 $$$$$39,648 Purchases of rental equipment and refurbishments$113,931 $7,234 $677 $431 $— $122,273 
(a) Includes both SG&A expense and Transaction costs from the condensed consolidated statement of operations.


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The following tables present a reconciliation of the Company’s income (loss) from operations to Adjusted EBITDA for the three and threenine months ended March 31,September 30, 2021 and 2020, respectively:
Three Months Ended March 31,Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)(in thousands)20212020(in thousands)2021202020212020
(as restated)
Net income (loss)Net income (loss)$4,447 $91,655 Net income (loss)$61,103 $(6,051)$85,921 $71,474 
Income tax expense (benefit)Income tax expense (benefit)6,644 (66,675)35,953 (66,170)
Loss on extinguishment of debtLoss on extinguishment of debt3,185 Loss on extinguishment of debt— 42,401 5,999 42,401 
Income tax expense10,481 790 
Fair value loss (gain) on common stock warrant liabilitiesFair value loss (gain) on common stock warrant liabilities— 22,303 26,597 (46,063)
Interest expenseInterest expense29,964 28,257 Interest expense29,201 33,034 88,377 89,810 
Depreciation and amortizationDepreciation and amortization74,022 49,022 Depreciation and amortization75,276 71,704 233,813 169,103 
Fair value loss (gain) on common stock warrant liabilities27,207 (95,329)
Currency losses, net36 898 
Currency losses (gains), netCurrency losses (gains), net127 (371)196 147 
Restructuring costs, lease impairment expense and other related chargesRestructuring costs, lease impairment expense and other related charges4,395 1,601 Restructuring costs, lease impairment expense and other related charges2,457 4,798 14,286 8,542 
Transaction costsTransaction costs844 9,431 Transaction costs303 52,191 1,147 63,241 
Integration costsIntegration costs7,342 1,685 Integration costs8,247 7,083 23,211 10,921 
Stock compensation expenseStock compensation expense3,514 1,787 Stock compensation expense6,259 2,944 14,480 6,958 
OtherOther(1,852)(253)Other532 198 (751)259 
Adjusted EBITDAAdjusted EBITDA$163,585 $89,544 Adjusted EBITDA$190,149 $163,559 $529,229 $350,623 
Included in restructuring costs for the three and nine months ended September 30, 2021 was expense of approximately $1.4 million and $7.2 million, respectively, recognized as a result of the modification of certain equity awards associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer. For the nine months ended September 30, 2021, stock-based compensation expense reported in the Statement of Cash Flows included these charges.

NOTE 19 - Earnings (Loss) Per Share
Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to WillScot Mobile Mini by the weighted average number of shares of Common Stock outstanding during the period. The shares of Common Stock issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options or redemption of warrants were included in EPS based on the weighted average number of days in which they were vested and outstanding during the period.
Prior to June 30, 2020, the Company had shares of Class B Common Stock which had no rights to dividends or distributions made by the Company and, in turn, were excluded from the EPS calculation. On June 30, 2020, the Sapphire Exchange was completed, and all shares of Class B Common Stock were cancelled, and Sapphire Holdings received 10,641,182 shares of 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.

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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.calculation:
Three Months EndedNine Months Ended
Three Months EndedSeptember 30September 30
(in thousands)(in thousands)March 31, 2021March 31, 2020
(as restated)
(in thousands)2021202020212020
Numerator:Numerator:Numerator:
Net income attributable to common shareholders - basic$4,447 $91,785 
Net income (loss) attributable to common shareholders - basicNet income (loss) attributable to common shareholders - basic$61,103 $(6,051)$85,921 $70,261 
Fair value gain on common stock warrant liabilitiesFair value gain on common stock warrant liabilities(96,984)Fair value gain on common stock warrant liabilities— — — (47,718)
Net income (loss) attributable to common shareholders - dilutiveNet income (loss) attributable to common shareholders - dilutive$4,447 $(5,199)Net income (loss) attributable to common shareholders - dilutive$61,103 $(6,051)$85,921 $22,543 
Denominator:Denominator:Denominator:
Weighted average Common Shares outstanding - basicWeighted average Common Shares outstanding - basic228,293 109,657 Weighted average Common Shares outstanding - basic225,998 226,650 227,558 149,283 
Dilutive effect of shares outstandingDilutive effect of shares outstandingDilutive effect of shares outstanding
WarrantsWarrants3,927 3,016 Warrants3,722 — 4,112 2,122 
RSAsRSAs51 RSAs— 25 31 
Time-based RSUsTime-based RSUs645 Time-based RSUs476 — 573 314 
Performance-based RSUsPerformance-based RSUs737 Performance-based RSUs618 — 751 272 
Stock OptionsStock Options1,067 Stock Options1,050 — 1,066 411 
Weighted average Common Shares outstanding - dilutiveWeighted average Common Shares outstanding - dilutive234,720 112,673 Weighted average Common Shares outstanding - dilutive231,868 226,650 234,085 152,433 
For the three months ended March 31, 2021, warrants representing 3,513,763The following potential common shares of Common Stock were excluded from the computation of diluteddilutive EPS because their effect would have been anti-dilutive.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.
Three Months EndedNine Months Ended
September 30September 30
(in thousands)2021202020212020
Warrants— 18,758 — — 
RSAs— 57 — — 
Time-based RSUs— 1,352 — — 
Performance-based RSUs— 184 — — 
Stock Options— 7,630 — — 
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NOTE 20 - Related Parties
Related party balances included in the Company’s condensed consolidated balance sheets at March 31,September 30, 2021 and December 31, 2020, consisted of the following:
(in thousands)(in thousands)Financial Statement Line ItemMarch 31, 2021December 31, 2020(in thousands)Financial Statement Line ItemSeptember 30, 2021December 31, 2020
Receivables due from affiliatesReceivables due from affiliatesTrade receivables, net of allowances for credit losses$19 $30 Receivables due from affiliatesTrade receivables, net of allowances for credit losses$433 $30 
Amounts due to affiliatesAmounts due to affiliatesAccrued expenses(506)(461)Amounts due to affiliatesAccrued expenses(392)(461)
Total related party liabilities, netTotal related party liabilities, net$(487)$(431)Total related party liabilities, net$41 $(431)
Related party transactions included in the Company’s condensed consolidated statements of operations for the three and nine months ended March 31,September 30, 2021 and 2020, respectively, consisted of the following:
Three Months Ended March 31,
(in thousands)Financial Statement Line Item20212020
Leasing revenue from related partiesLeasing revenue$106 $417 
Consulting expense to related partySelling, general & administrative expense(1,901)(838)
Total related party expense, net$(1,795)$(421)



Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)Financial Statement Line Item2021202020212020
Leasing revenue from related partiesLeasing revenue$541 $504 $706 $1,330 
Consulting expense to related partySelling, general & administrative expense(1,511)(1,738)(3,660)(4,733)
Total related party expense, net$(970)$(1,234)$(2,954)$(3,403)
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 Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock were automatically canceled for no consideration and the existing exchange agreement was automatically terminated.
On August 22, 2018, WillScot’s majorityprincipal stockholder, Sapphire Holdings, entered into a margin loan (the "Margin Loan"), which expires August 29, 2022, under which all of its shares of WillScot Mobile Mini Common Stock arewere pledged to secure borrowings of up to $125.0 million under the loan agreement. WillScot Mobile Mini iswas not a party to the loan agreement and hashad no obligations thereunder but WillScot Mobile Mini delivered an issuer agreement to the lenders under which the Company has agreed to certain customary obligations relating to the shares pledged by. On June 29, 2021, Sapphire Holdings and, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delayrepaid all outstanding amounts under the exerciseMargin Loan with proceeds from the sale of any remedies with respect to the pledged shares. As of March 31, 2021, 42,263,208certain shares of WillScot Mobile Mini Common Stock, representing approximately 19% ofand no WillScot Mobile Mini’s issued and outstanding Common Stock, wereMini shares remain pledged by Sapphire Holdings under the Margin Loan.thereunder.
On March 1, 2021, the Company repurchased from Sapphire Holdings and cancelled 2,750,000 shares of its Common StockStock. On June 29, 2021, the Company repurchased from Sapphire Holdings.Holdings and cancelled an additional 3,900,000 shares of its Common Stock. Following the reduction in Sapphire Holdings’ beneficial ownership of Common Stock resulting from the foregoing repurchases and the underwritten secondary offering by Sapphire Holdings of 16,100,000 shares of Common Stock on June 25, 2021, Gary Lindsay resigned his position as a member of the WillScot Mobile Mini board of directors pursuant to the terms of the shareholders agreement dated July 1, 2020 between Sapphire Holdings, TDR Capital II Holdings L.P., TDR Capital, L.L.P. and WillScot Mobile Mini.
On September 9, 2021, the Company repurchased from Sapphire Holdings and cancelled an additional 2,379,839 shares of its common stock, and Sapphire Holdings sold its remaining 21,410,019 shares through an underwritten secondary offering. Following the reduction in Sapphire Holdings' beneficial ownership of Common Stock resulting from the foregoing repurchase and secondary offering, Stephen Robertson resigned his position as a member of the Willscot Mobile Mini board of directors pursuant to the aforementioned shareholders agreement dated July 1, 2020, and Sapphire Holdings, TDR Capital II Holdings L.P. and TDR Capital, L.L.P. ceased to be related parties of WillScot Mobile Mini.
The Company purchased rental equipment from former related party affiliates for $1.0 million for the three months ended September 30, 2020. The Company purchased rental equipment from related party affiliates of $1.8$2.5 million and $0.2$2.6 million for the threenine months ended March 31,September 30, 2021 and 2020, respectively.respectively.


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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 nine months ended March 31,September 30, 2021 or prior periods. On July 1, 2020, WillScot and Mobile Mini, Inc. (“Mobile Mini”) merged (the “Merger”). As the Merger 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 WillScot Mobile Mini 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.

Executive Summary and Outlook
We are a leading business services provider 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 US with over 12,60012,800 tank and pump units in our fleet. As of March 31,September 30, 2021, our branch network included approximately 270275 branch locations and additional drop lots to service over 85,000 customers. We offer our customers an extensive selection of “Ready to Work” modular space and portable storage solutions with over 157,000155,000 modular space units and over 195,000205,000 portable storage units in our fleet.
We primarily lease, rather than sell, our 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 lease revenue is highly predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio. 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 approximately 31nearly 30 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, andas we have recently serviceddid in 2020 to service 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 collectivelytogether accounted for over 85% of our revenues for the three months ended March 31,September 30, 2021.
We remain focused on our core priorities of growing leasing revenues by increasing 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.
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Significant Developments
Mobile Mini Merger
On July 1, 2020, we closed the Merger at which time Mobile Mini became a wholly-owned subsidiary of WillScot. Concurrent with the closing of the Merger, we changed our name to WillScot Mobile Mini Holdings Corp. We believe that the 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 executingAs part of the integration ofMerger, we planned to integrate the two companies' customer relationship management, operating, and financial systems, with asystems. A significant portion of these efforts beingto date had been focused currently on the conversion of the combined company onto a single enterprise resource planning system, which is expected to take place inwas successfully completed during the second quarter of 2021.
Other Acquisitions
On September 17, 2021, the Company acquired certain assets and liabilities of three companies in the United States that focus primarily in the portable storage solutions market for $56.3 million in cash. The primary assets acquired included approximately 11,000 storage units and 400 modular units, the majority of which were on rent. See Note 2 to the condensed consolidated financial statements for further discussion. We continue to manage a pipeline of potential acquisition targets and anticipate that mergers and acquisitions will be a significant portion of our capital allocation priorities.
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. During the third quarter of 2021, the majority of the portable storage product business within the NA Modular segment was transitioned to the NA Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the NA Storage segment.
Financing Activities
On March 26, 2021, we redeemed $65.0 million of our of 6.125% senior secured notes due 2025 (the “2025 Secured Notes”) at a redemption price of 103.0%, plus accrued and unpaid interest. This repayment was funded by internally generated cash on handflow and lower cost borrowings under the 2020 ABL facility. Upon redemption in the first quarter of 2021, we recorded a loss on extinguishment of debt in the condensed consolidated 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.
On June 16, 2021, we redeemed an additional $58.5 million of our 2025 Secured Notes at a redemption price of 103.0%, plus accrued and unpaid interest. This repayment was funded by internally generated cash flow and lower cost borrowings under the 2020 ABL facility. Upon redemption in the second quarter of 2021, we recorded a loss on extinguishment of debt in the condensed consolidated statement of operations of $2.8 million comprised of a redemption premium of $1.8 million and write off of unamortized deferred financing fees of $1.0 million.
Share Repurchaseand Warrant Repurchases
On March 1, 2021, we repurchased and cancelled 2,750,000 shares of our Common Stock directly from Sapphire Holding S.à r.l. (“Sapphire Holdings”), our largest shareholder at that time, which is controlled by TDR Capital LLP (“TDR Capital”), for $73.7 million. On June 29, 2021, we repurchased and cancelled an additional 3,900,000 shares of our Common Stock directly from Sapphire Holdings for $108.2 million. On September 9, 2021, we repurchased and cancelled an additional 2,379,839 shares of our Common Stock directly from Sapphire Holdings for $67.1 million.
During the nine months ended September 30, 2021, we repurchased and cancelled 3,055,000 2015 Private Warrants for $25.5 million. In addition, during the nine months ended September 30, 2021, 9,655,000 2015 Private Warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock. As a result of these transactions, no 2015 Private Warrants were outstanding as of September 30, 2021.
During the nine months ended September 30, 2021, we repurchased and cancelled 223,310 2018 Warrants for $2.3 million. In addition, during the nine months ended September 30, 2021, 2,981,195 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 1,372,548 shares of common stock. At March 31,September 30, 2021, 6,525,736 of the 2018 Warrants were outstanding.
During the nine months ended September 30, 2021, we repurchased a total of 11,656,552 shares of Common Stock and stock equivalents for $322.6 million, including the shares repurchased from Sapphire Holdings and all repurchased warrants. As of September 30, 2021, we had $133.9$142.2 million remaining of a $250.0$500.0 million share repurchase authorization andunder our stock repurchase program. Given the predictability of our free cash flow, we believe that repurchases will be a reoccurring capital allocation priority givenpriority. In October of 2021, the predictabilityCompany's Board of our free cash flow.Directors replaced the existing share repurchase program with a new share repurchase program that authorizes the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents.
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COVID-19 Impact on Business
Since the outbreak of COVID‑19COVID-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 with additional safety protocols in place as we have been considered an essential business in most jurisdictions. The global macroeconomic backdrop and impact on our end markets has evolved rapidly since the beginning of 2020. However, thereoverall our lease portfolio and financial results have been significant changesproven to be durable and predictable despite the global economic situation as a consequenceseverity of the COVID‑19 pandemic. The global pandemic has resultedeconomic contraction in significant global social2020 and business disruption, which has driven significantly lower activity levelsthe current expansion in our business and has impacted our financial results.2021. On a pro forma basis, our deliveries were down 25% in the second quarter of 2020 year over year and 13% in the third quarter of 2020 year over year due to reduced demand primarily attributable to the current globalCOVID-19 related economic situation as a consequence of the COVID‑19 pandemic.contraction in our largest geographic markets. This reduced delivery demand slowed the growth of our leasing revenues as well as our delivery and installation revenues, howeverrevenues. However, we successfully implemented significant actions to reduce variable costscost and capital spendingexpenditure reductions to help offset the financial impact of thesethe temporarily reduced activity levels. Despite this unprecedented demand shock, because of
Importantly, due to 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. As expected, our portfolio of units already out on rent at the onset of the pandemic was resilient and largely unimpacted, despite the unprecedented swings in economic activity in 2020.
Activity levels in the fourth quarter of 2020 and the first quarterhalf of 2021 have since stabilized, and we expect modest activity growthour volume of new lease activations grew significantly in the second and third quarter of 2021 as economic activity continues to recover.rebounded sharply with modular deliveries across our NA Modular and NA Storage segments up a combined 9% over 2020 levels and storage product deliveries across these two segments up a combined 39% over 2020 levels and on par with 2019 pro forma activity levels. This recovery continued in the third quarter of 2021 and for the three months ended September 30, 2021, both modular and storage product deliveries across our NA Modular and NA Storage segments were up a combined 6% over 2020 levels. Overall, while new lease activation volumes over the past seven quarters were impacted in line with the swings in economic activity, our lease revenue streams were stable and predictable and remain on an attractive upward long-term trajectory, which is a direct reflection of the diversification in our end markets, our long lease durations, and the success of the organic growth initiatives that we are executing.



FirstThird Quarter Highlights
For the three months ended March 31,September 30, 2021, key drivers of our financial performance included:
Total revenues increased by $169.5$73.3 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.
17.6%. Leasing revenue increased $127.3$63.3 million, or 67.6%21.1%, delivery and installation revenue increased $32.4$15.0 million, or 63.4%17.7%, rental unit sales increased $8.4decreased $1.6 million, or 123.5%12.1%, and new sales revenue increased $1.3decreased $3.5 million, or 13.5%18.0%.
Key leasing revenue drivers include:
Average portable storage units on rent increased 19,408 units, or 13.5%, and average modular space units on rent increased 22,360decreased 1,395 units, or 25.4%, and1.3%. The increase in average portable storage units on rent increased 129,014 units, or 789.3%. Both increases werewas driven by the Mobile Mini Merger.significant increases in delivery activity during 2021 as economic activity rebounded versus 2020 more quickly across portable storage units than modular space units.
Average modular space monthly rental rate increased $26,$127, or 4.0%19.8%, to $679$767 driven by an $84,strong pricing performance across all relevant segments. Average modular space monthly rental rates increased by $141, or 12.9%20.3%, increase in the NA Modular segment, partially offset by $97, or 19.2%, in the dilutive impact of lower rates due to mix onNA Storage segment, and by $98, or 27.5% in the Mobile Mini modular space units.UK Storage segment.
Average portable storage monthly rental rate increased $16,$14, or 13.4%10.7%, to $135$145 driven by the accretive impactincreased pricing as a result of higher rates from the Mobile Miniour price management tools and processes, further supported by tight supply on portable storage fleet.containers in the markets in which we operate.
Average utilization for modular space units increased 110 basis points ("bps") to 70.3% and utilization for portable storage units increased to 74.4%83.9% from 64.1%73.2% for the same period in 2020 driven by higherincreased demand in 2021 as compared to the same period in 2020. Average utilization of the Mobile Mini units.for modular space units decreased 50 basis points ("bps") to 70.1%.
NA Modular segment revenue, which represents the activities of WillScot prior to the Merger with Mobile Mini and represented 62.6%61.0% of consolidated revenue for the three months ended March 31,September 30, 2021, increased $10.4$31.2 million, or 4.1%11.6%, to $266.2 million$299.1 million. The increase was driven by an increase toour core leasing revenue, of $11.3which grew $27.5 million, or 6.0%14.3%, due to continued growth of pricing and value added products, and an increase in rental unit sales of $3.7 million, or 54.4%. The increase in leasing and rental unit revenues was partially offset by a reduction in deliveryproducts. Delivery and installation revenues of $2.4increased $5.9 million, or 4.7%11.3%, driven by reductions inincreased demand for new project deliveries as compared to 2020, which was significantly impacted by slowdowns associated with COVID-19. The increases to leasing revenue and a reductiondelivery and installation revenues were partially offset by declines in revenues for portable storage units as the result of transitioning the majority of the portable storage product business within the NA Modular segment to the NA Storage segment. Rental unit sales decreased $1.8 million, or 18.8%, and new unit sales of $2.2decreased $0.5 million, or 22.9%3.6%. NA Modular revenue drivers for the three months ended March 31,September 30, 2021 include:included:
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Modular space average monthly rental rate of $737,$834, increased 12.9%20.3% year over year representing a continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio.
Average modular space units on rent decreased 3,194,2,182, or 3.6%2.5%, year over year driven by lower deliveries including reduced demand for new project deliveriesduring 2020 as a result of the COVID-19 pandemic primarily inpandemic. Sequentially from June 30, 2021, modular space units on rent increased approximately 700 units, or 0.8% during the second and third quarter of 2020.quarter.
Average modular space monthly utilization decreased 16070 bps to 67.6% for the three months ended March 31,September 30, 2021, as compared to the three months ended March 31,September 30, 2020. Sequentially from the second quarter, average modular utilization decreased 10 bps, however end of period utilization increased over 100 bps from June 30, 2021 to September 30, 2021.
NA Storage segment revenue, which represents 27.3% of consolidated revenue for the three months ended September 30, 2021, increased $29.4 million, or 28.1%, to $133.9 million. The increase was driven by our core leasing revenue, which grew $24.2 million, or 31.4%, due to increased units on rent driven by significant increases in delivery activity during 2021 as economic activity rebounded versus 2020, and increased pricing. Delivery and installation revenues increased $7.4 million, or 35.4%, driven by increased demand for new project deliveries as compared to 2020, which was significantly impacted by slowdowns associated with COVID-19. The increases to leasing revenue and delivery and installation revenues in the NA Storage segment were also impacted as the result of transitioning the majority of the portable storage product business within the NA Modular segment to the NA Storage segment. Rental unit sales increased $0.3 million, or 10.7%, and new unit sales decreased $2.5 million, or 65.8%. NA Storage revenue drivers for the three months ended September 30, 2021 included:
Portable storage average monthly rental rate of $155, increased 6.9% year over year as a result of our price management tools and processes, further supported by tight supply on portable storage containers in the markets in which we operate. Modular space average monthly rental rate of $602, increased 19.2% year over year as a result of price optimization and early benefits from increased VAPS penetration opportunities.
Average portable storage units on rent increased 31,902, or 30.3%, year over year driven by significant increases in delivery activity during 2021 as economic activity rebounded versus 2020. NA Storage portable storage units on rent also increased as a result of the transitioning of the majority of the portable storage product business within the NA Modular segment to the NA Storage segment during the third quarter, which represented the transfer of approximately 12,000 units on rent. Combined, average portable storage units on rent for the NA Storage and NA Modular segments increased approximately 16,922 units, or 14.0%. Given the timing of acquisitions during the quarter, acquisition units did not have a material impact on average units on rent. Average modular space units on rent were essentially flat year over year.
Average portable storage monthly utilization increased 980 bps to 83.2% for the three months ended September 30, 2021, as compared to the three months ended September 30, 2020. Average modular space monthly utilization decreased 280 bps to 77.6% for three months ended September 30, 2021, as compared to the three months ended September 30, 2020.
Generated consolidated net income of $4.4$61.1 million for the three months ended March 31, 2021, including a $27.2 million loss on the change in fair value of common stock warrant liabilities.September 30, 2021. Net Income Excluding Gain/Loss from Warrants of $31.7$61.1 million for the three months ended March 31,September 30, 2021 represented an increase of $35.4$44.8 million versus the three months ended September 30, 2020, and included a $3.2 million loss on extinguishment of debt related to the partial redemption of the 2025 Secured Notes and $12.5$11.1 million of discrete costs expensed in the period related to transaction andmerger integration activities. Discrete costs in the period included $0.8 million of transaction costs, $7.3$8.6 million of integration and transaction costs and $4.4$2.5 million of restructuring costs, lease impairment expense and other related charges.
Generated Adjusted EBITDA of $163.6$190.1 million for the three months ended March 31,September 30, 2021 representingrepresented an increase of $74.1$26.5 million, or 82.8%16.2%, as compared to the same period in 2020. Of thisThis increase $66.2 million was driven primarily by the addition of Mobile Mini to our consolidated results and the remainder was driven by strong organic growth in our NA Modular segment.increased leasing gross profit.
Adjusted EBITDA in our NA Modular segment, which represents the activities of WillScot prior to the Merger, increased $7.9 million, or 8.8%, primarily driven by increases in leasing gross profit driven by increased pricing, including VAPS.
Consolidated Adjusted EBITDA Margin was 38.5%38.8% in the firstthird quarter of 2021 and increased 350decreased 50 bps versus prior year driven by an expected higher proportion of delivery and installation revenues to total revenues and increased variable costs as a 160 bps increasedresult of higher activity levels in the NA Modular segment, as well as the addition of the higher margin Mobile Mini operationscurrent year quarter.
Generated Free Cash Flow of $91.2$78.5 million for the three months ended March 31,September 30, 2021 representing an increase of $83.4$50.5 million as compared to the same period in 2020. Net cash provided by operating activities increased $83.8$69.0 million to $122.1$130.4 million. Net cash used in investing activities increased slightly by $0.4 million. Of the $91.2$18.7 million ofto support increases in delivery activity during 2021 as economic activity rebounded versus 2020.



free cash flow that we generated during the three months ended March 31, 2021, we used the majority to return $81.6Returned $106.3 million to shareholders through stock and warrant repurchases and cancellations, including 2,750,000 sharesclosed three acquisitions totaling approximately 11,000 storage units and 400 modular units for $73.7$56.3 million from our largest shareholder Sapphire Holdings.in cash during the three months ended September 30, 2021. 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.

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Consolidated Results of Operations
Three Months Ended March 31,September 30, 2021 Compared to the Three Months Ended March 31,September 30, 2020
Our condensed consolidated statements of operations for the three months ended March 31,September 30, 2021 and 2020 are presented below. The below results only include Mobile Mini for the periods subsequent to the Merger:
Three Months Ended March 31,2021 vs. 2020 $ ChangeThree Months Ended September 30,2021 vs. 2020 $ Change
(in thousands)(in thousands)20212020(in thousands)20212020
(as restated)
Revenues:Revenues:Revenues:
Leasing and services revenue:Leasing and services revenue:Leasing and services revenue:
LeasingLeasing$315,662 $188,352 $127,310 Leasing$363,396 $300,082 $63,314 
Delivery and installationDelivery and installation83,504 51,070 32,434 Delivery and installation99,699 84,694 15,005 
Sales revenue:Sales revenue:Sales revenue:
New unitsNew units10,955 9,613 1,342 New units15,860 19,360 (3,500)
Rental unitsRental units15,202 6,786 8,416 Rental units11,597 13,179 (1,582)
Total revenuesTotal revenues425,323 255,821 169,502 Total revenues490,552 417,315 73,237 
Costs:Costs:Costs:
Costs of leasing and services:Costs of leasing and services:Costs of leasing and services:
LeasingLeasing69,895 49,809 20,086 Leasing82,448 64,788 17,660 
Delivery and installationDelivery and installation70,136 43,865 26,271 Delivery and installation80,991 66,354 14,637 
Costs of sales:Costs of sales:Costs of sales:
New unitsNew units7,109 6,203 906 New units11,499 12,935 (1,436)
Rental unitsRental units9,105 3,806 5,299 Rental units5,603 8,837 (3,234)
Depreciation of rental equipmentDepreciation of rental equipment55,698 45,948 9,750 Depreciation of rental equipment56,462 54,837 1,625 
Gross profitGross profit213,380 106,190 107,190 Gross profit253,549 209,564 43,985 
Expenses:Expenses:Expenses:
Selling, general and administrativeSelling, general and administrative116,485 65,537 50,948 Selling, general and administrative133,424 112,079 21,345 
Transaction costsTransaction costs844 9,431 (8,587)Transaction costs303 52,191 (51,888)
Other depreciation and amortizationOther depreciation and amortization18,324 3,074 15,250 Other depreciation and amortization18,814 16,867 1,947 
Lease impairment expense and other related chargesLease impairment expense and other related charges1,253 1,661 (408)Lease impairment expense and other related charges601 944 (343)
Restructuring costsRestructuring costs3,142 (60)3,202 Restructuring costs1,856 3,854 (1,998)
Currency losses, net36 898 (862)
Other (income) expense, net(1,988)276 (2,264)
Currency losses (gains), netCurrency losses (gains), net127 (371)498 
Other expense (income), netOther expense (income), net1,476 (1,012)2,488 
Operating incomeOperating income75,284 25,373 49,911 Operating income96,948 25,012 71,936 
Interest expenseInterest expense29,964 28,257 1,707 Interest expense29,201 33,034 (3,833)
Fair value loss (gain) on common stock warrant liabilities27,207 (95,329)122,536 
Fair value loss on common stock warrant liabilitiesFair value loss on common stock warrant liabilities— 22,303 (22,303)
Loss on extinguishment of debt Loss on extinguishment of debt3,185 — 3,185  Loss on extinguishment of debt— 42,401 (42,401)
Income before income tax14,928 92,445 (77,517)
Income tax expense10,481 790 9,691 
Net income4,447 91,655 (87,208)
Net loss attributable to non-controlling interest, net of tax— (130)130 
Net income attributable to WillScot Mobile Mini$4,447 $91,785 $(87,338)
Income (loss) before income taxIncome (loss) before income tax67,747 (72,726)140,473 
Income tax expense (benefit)Income tax expense (benefit)6,644 (66,675)73,319 
Net income (loss) attributable to WillScot Mobile MiniNet income (loss) attributable to WillScot Mobile Mini$61,103 $(6,051)$67,154 




Comparison of Three Months Ended March 31,September 30, 2021 and 2020
Revenue: Total revenue increased $169.5$73.3 million, or 66.3%17.6%, to $425.3$490.6 million for the three months ended March 31,September 30, 2021 from $255.8$417.3 million for the three months ended March 31,September 30, 2020. Leasing revenue increased $63.3 million, or 21.1%, as compared to the same period in 2020 driven by improved pricing and value added products, and an increase of 19,408 average portable storage units on rent driven by significant increases in delivery activity during 2021 across portable storage units as economic activity rebounded versus 2020. Delivery and installation revenues increased $15.0 million, or 17.7%, due to increased overall activity across all of our segments. Rental unit sales decreased $1.6 million, or 12.1%, and new unit sales decreased $3.5 million, or 18.0%.
Total average units on rent for the three months ended September 30, 2021 and 2020 were 273,080 and 255,067, respectively, representing an increase of 18,013, or 7.1%. Portable storage average units on rent increased by 19,408 units, or
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13.5%, for the three months ended September 30, 2021 driven by strong delivery growth in 2021 as a result of increased economic activity versus 2020. The average portable storage unit utilization rate during the three months ended September 30, 2021 was 83.9%, as compared to 73.2% during the same period in 2020. Modular space average units on rent decreased 1,395 units, or 1.3%, for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 driven by lower deliveries during 2020 as a result of the COVID-19 pandemic and delivery activity in 2021 has not rebounded as significantly for modular products as it has for portable storage products. The average modular space unit utilization rate during the three months ended September 30, 2021 was 70.1%, as compared to 70.6% during the same period in 2020.
Modular space average monthly rental rates increased 19.8% to $767 for the three months ended September 30, 2021. Improved pricing was achieved across all relevant segments. Average modular space monthly rental rates increased by $141, or 20.3%, to $834 in the NA Modular segment, by $97, or 19.2%, in the NA Storage segment, and by $98, or 27.5% in the UK Storage segment. Increases were driven by a continuation of the long-term price optimization and VAPS penetration opportunities across our NA Modular segment as well as by some early application of these same price management tools and processes across the NA Storage and UK Storage segments. NA Storage also is beginning to see early benefits from increased VAPS penetration opportunities.
Average portable storage monthly rental rates increased 10.7% to $145 for the three months ended September 30, 2021 driven by our price management tools and processes, further supported by tight supply on portable storage containers in the markets in which we operate.
Gross Profit: Our gross profit percentage was 51.7% and 50.2% for the three months ended September 30, 2021 and 2020, respectively. Our gross profit percentage, excluding the effects of depreciation, was 63.2% and 63.4% for the three months ended September 30, 2021 and 2020, respectively.
Gross profit increased $44.0 million, or 21.0%, to $253.5 million for the three months ended September 30, 2021 from $209.6 million for the three months ended September 30, 2020. The increase in gross profit is a result of a $45.7 million increase in leasing gross profit and increased delivery and installation gross profit of $0.4 million, partially offset by decreased new and rental unit sale margins of $0.5 million. Increases were primarily a result of increased revenues due to favorable average monthly rental rates across both portable storage and modular space units, as well as due to increased portable storage units on rent, partially offset by increased variable costs during the period as a result of increased delivery activity. Depreciation increased $1.6 million as a result of capital investments made over the past twelve months in our existing rental equipment.
SG&A: Selling, general and administrative ("SG&A") increased $21.3 million, or 19.0%, to $133.4 million for the three months ended September 30, 2021, compared to $112.1 million for the three months ended September 30, 2020. Approximately $6.9 million of the increase is related to variable compensation and commissions related to increased delivery activity and financial performance with other increases in occupancy costs, insurance costs, and increased travel and entertainment costs as travel reopened a bit more as compared to 2020. Additionally, as a result of the Merger and the related integration, integration costs increased $1.1 million to $8.2 million for the three months ended September 30, 2021, compared to $7.1 million for the three months ended September 30, 2020, and stock compensation expense increased $3.4 million to $6.3 million for the three months ended September 30, 2021, compared to $2.9 million for the three months ended September 30, 2020.
Transaction Costs: Transaction costs decreased from $52.2 million for the three months ended September 30, 2020 to $0.3 million for the three months ended September 30, 2021. Transaction costs for the three months ended September 30, 2020 were related to the Merger which closed on July 1, 2020.
Other Depreciation and Amortization: Other depreciation and amortization increased $1.9 million to $18.8 million for the three months ended September 30, 2021 compared to $16.9 million for the three months ended September 30, 2020. The increase was driven by increased depreciation as a result of our recent investments in our enterprise resource planning system and other infrastructure investments across our branch network.
Lease Impairment Expense and Other Related Charges: Lease impairment expense and other related charges was $0.6 million for the three months ended September 30, 2021 as compared to $0.9 million for the three months ended September 30, 2020.
Restructuring Costs: In the three months ended September 30, 2021, the Company had $1.9 million of restructuring costs. In the three months ended September 30, 2020, the Company had $3.9 million of restructuring costs. Restructuring costs in both periods were primarily driven by employee termination costs as a result of the elimination of positions due to the Merger.
Currency Losses (Gains), net: Currency losses, net changed by $0.5 million to a $0.1 million loss for the three months ended September 30, 2021 from a $0.4 million gain for the three months ended September 30, 2020. This change 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 Expense (Income), Net: Other expense (income), net was expense of $1.5 million for the three months ended September 30, 2021 compared to income of $1.0 million for the three months ended September 30, 2020. Other expense, net
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of $1.5 million for the three months ended September 30, 2021 is primarily related to losses incurred related to Hurricane Ida in the Gulf Coast area of the United States, and other income, net of $1.0 million for the three months ended September 30, 2020 reflected the reversal of a non-income tax liability of $1.3 million.
Interest Expense: Interest expense decreased $3.8 million, or 11.5%, to $29.2 million for the three months ended September 30, 2021 from $33.0 million for the three months ended September 30, 2020. The decrease in interest expense is a result of the lower overall weighted average interest rates as a result of our financing activities. See Note 9 to the condensed consolidated financial statements for further discussion of our debt.
Fair Value Loss on Common Stock Warrant Liabilities: The fair value loss on common stock warrant liabilities was a $22.3 million loss for the three months ended September 30, 2020. The loss for the three months ended September 30, 2020 was primarily due to the change in estimated fair value of common stock warrant liabilities. At September 30, 2021, no 2015 Public or Private Warrants were outstanding, and as a result, there was no fair value loss on common stock warrant liabilities recorded for the three months ended September 30, 2021. At September 30, 2021, 6,525,736 2018 Warrants were outstanding and classified as a component of equity, therefore, we will not reflect a common stock warrant liability on our balance sheet or related income or expense from changes in fair value on our statement of operations in the future.
Loss on Extinguishment of Debt: During the three months ended September 30, 2020, as a result of the Merger and the related financing transactions, we recorded a loss on extinguishment of debt of $42.4 million. This loss was comprised of the redemption premium and write off of unamortized deferred financing costs associated with the following: (i) $15.2 million due to the redemption of the 2022 Secured Notes, (ii) $22.7 million due to the redemption of the 2023 Secured Notes, and (iii) $4.4 million associated with the 2017 ABL Facility.
Income Tax Expense: Income tax expense increased $73.3 million to an expense of $6.6 million for the three months ended September 30, 2021 compared to a benefit of $66.7 million for the three months ended September 30, 2020. The increase in expense was driven by pre-tax income increase for the three months ended September 30, 2021. Additionally, a $54.1 million tax benefit was recorded in three months ended September 30, 2020 due to the reversal of the Company's valuation allowance after the Merger.

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Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020
Our condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020 are presented below. The below results only include Mobile Mini for the periods subsequent to the Merger:
Nine Months Ended September 30,2021 vs. 2020 $ Change
(in thousands)20212020
Revenues:
Leasing and services revenue:
Leasing$1,022,237 $678,577 $343,660 
Delivery and installation274,883 187,404 87,479 
Sales revenue:
New units37,823 38,736 (913)
Rental units42,034 25,281 16,753 
Total revenues1,376,977 929,998 446,979 
Costs:
Costs of leasing and services:
Leasing235,375 162,344 73,031 
Delivery and installation228,280 153,742 74,538 
Costs of sales:
New units25,660 25,469 191 
Rental units22,870 16,446 6,424 
Depreciation of rental equipment175,053 146,279 28,774 
Gross profit689,739 425,718 264,021 
Expenses:
Selling, general and administrative372,296 241,269 131,027 
Transaction costs1,147 63,241 (62,094)
Other depreciation and amortization58,760 22,824 35,936 
Lease impairment expense and other related charges2,328 3,999 (1,671)
Restructuring costs11,958 4,543 7,415 
Currency losses, net196 147 49 
Other expense (income), net207 (1,757)1,964 
Operating income242,847 91,452 151,395 
Interest expense88,377 89,810 (1,433)
Fair value loss (gain) on common stock warrant liabilities26,597 (46,063)72,660 
     Loss on extinguishment of debt5,999 42,401 (36,402)
Income before income tax121,874 5,304 116,570 
Income tax expense (benefit)35,953 (66,170)102,123 
Net income85,921 71,474 14,447 
Net income attributable to non-controlling interest, net of tax— 1,213 (1,213)
Net income attributable to WillScot Mobile Mini$85,921 $70,261 $15,660 
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Comparison of Nine Months Ended September 30, 2021 and 2020
Revenue: Total revenue increased $447.0 million, or 48.1%, to $1,377.0 million for the nine months ended September 30, 2021 from $930.0 million for the nine months ended September 30, 2020. The increase was driven by the addition of Mobile Mini's revenues to our consolidated results.results for the full year, as well as by increased activity in the third quarter of 2021. The Merger closed on July 1, 2020, and the addition of Mobile Mini's results for the first and second quarter of 2021 drove $159.1a $330.8 million of the year over year increase. Leasing revenue increased $127.3$343.7 million, or 67.6%50.6%, as compared to the same period in 2020 driven by an increase of 151,374109,542 average modular space and portable storage units on rent as a result of the Merger and increased economic activity, and improved pricing and value-addedvalue 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 deliveryDelivery and installation revenues increased $32.4$87.5 million, or 63.4%46.7%, due to increased overall activity as a result of the Merger. These increases were partially offset by deliveryMerger and installation revenue decreasesincreased activity in our NA Modular segment for the three months ended March 31, 2021 as compared to the same period in 2020. The decline in NA Modular delivery2021. Rental unit sales increased $16.8 million, or 66.4%, 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 the COVID-19 pandemic.new unit sales decreased $0.9 million, or 2.3%.
Total average units on rent for the threenine months ended March 31,September 30, 2021 and 2020 were 255,709263,664 and 104,335,154,122, respectively. The increase was due to units acquired as part of the Merger, partially offset by lowerand increased units on rent year over year in the NA Modular segment.third quarter on portable storage units. In total, modular space average units on rent increased 22,36014,779 units, or 25.4%15.5%, for the threenine months ended March 31,September 30, 2021 as compared to the threenine months ended March 31,September 30, 2020. Modular space average monthly rental rates increased 4.0%11.3% to $679$727 for the threenine months ended March 31,September 30, 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 continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio. Portable storage average units on rent increased by 129,01494,763 units, or 789.3%161.5%, for the threenine months ended March 31,September 30, 2021 driven by units acquired as part of the Merger.Merger and increased units on rent year over year in the third quarter. Average portable storage monthly rental rates increased 13.4%8.5% to $135$140 for the threenine months ended March 31,September 30, 2021 driven by the accretive impact of higher rates from the Mobile Mini portable storage fleet.fleet and year over year increases during the third quarter. The average modular space unit utilization rate during the threenine months ended March 31,September 30, 2021 was 70.3%70.2%, as compared to 69.2%69.8% during the same period in 2020. This increase was driven by higher utilization on units acquired as part of the Merger. The average portable storage unit utilization rate during the threenine months ended March 31,September 30, 2021 was 74.4%78.7%, as compared to 64.1%71.3% during the same period in 2020. The increase in average portable storage utilization rate was driven by higher utilization on the acquired Mobile Mini units.units and continued improvement in portable storage utilization rates year over year in the third quarter.
Gross Profit: Our gross profit percentage was 50.2%50.1% and 41.5%45.8% for the threenine months ended March 31,September 30, 2021 and 2020, respectively. Our gross profit percentage, excluding the effects of depreciation, was 63.3%62.8% and 59.5%61.5% for the threenine months ended March 31,September 30, 2021 and 2020, respectively.
Gross profit increased $107.2$264.0 million, or 100.9%62.0%, to $213.4$689.7 million for the threenine months ended March 31,September 30, 2021 from $106.2$425.7 million for the threenine months ended March 31,September 30, 2020. The increase in gross profit is a result of a $107.2$270.6 million increase in leasing gross profit, increased delivery and installation gross profit of $6.2$12.9 million, and increased new and rental unit sale margins of $3.5$9.2 million. Increases in 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. Increased delivery and installation margins were also driven by higher margins achievedportable storage units, as well as favorable year over year volumes on portable storage units in the NA Storage segment as comparedthird quarter. Depreciation increased 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 and return activity and by increased depreciation of $9.8$175.1 million as a result of fleet acquired in the Merger and capital investments made over the past twelve months in our existing rental equipment.
SG&A: Selling, general and administrative ("SG&A") increased $51.0$131.0 million, or 77.9%54.3%, to $116.5$372.3 million for the threenine months ended March 31,September 30, 2021, compared to $65.5$241.3 million for the threenine months ended March 31,September 30, 2020. The primary driver of the increase is related to additional SG&A costs related to operating a larger business as a result of the Merger. The Merger closed on July 1, 2020, and SG&A costs included in Adjusted EBITDA for the NA Storage, UK Storage, and Tank and Pump segments totaled $43.1in the first and second quarters of 2021 drove $89.9 million forof the three months ended March 31, 2021.year over year increase. Additionally, as a result of the Merger and the related integration, integration costs increased $5.7$12.3 million to $7.3$23.2 million for the threenine months ended March 31,September 30, 2021, compared to $1.7$10.9 million for the threenine months ended March 31,September 30, 2020 and stock compensation expense increased $7.5 million to $14.5 million for the nine months ended September 30, 2021, compared to $7.0 million for the nine months ended September 30, 2020. The primary driver of the remaining increases are related to additional SG&A costs related to increased economic activity, including increased employee and occupancy costs, insurance costs, and increased travel and entertainment costs as travel reopened a bit more as compared to 2020.
Transaction Costs: Transaction costs decreased $8.6$62.1 million to $0.8$1.1 million for the threenine months ended March 31,September 30, 2021 compared to $9.4$63.2 million for the threenine months ended March 31,September 30, 2020. Transaction costs for the nine months ended September 30, 2020 were related to the Merger which closed on July 1, 2020.
Other Depreciation and Amortization: Other depreciation and amortization increased $15.2$36.0 million to $18.3$58.8 million for the threenine months ended March 31,September 30, 2021 compared to $3.1$22.8 million for the threenine months ended March 31, 2020. $8.5 million of the increase wasSeptember 30, 2020 driven by increased depreciation and amortization as a result of the inclusion of Mobile Mini subsequent toproperty, plant and equipment and intangible assets acquired in the Merger and $6.6 million was driven byour recent investments in our enterprise resource planning system, and the amortization of the customer relationship intangible assets acquired in the Merger.
Lease Impairment expenseExpense and Other Related Charges: Lease impairment expense and other related charges was $1.3$2.3 million for the threenine months ended March 31,September 30, 2021 as compared to $1.7$4.0 million for the threenine months ended March 31,September 30, 2020.
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Restructuring Costs: In the threenine months ended March 31,September 30, 2021, the Company had $3.1$12.0 million of restructuring costs primarily as a result of employee termination costs resulting from the elimination of positions due to the Merger. $7.2 million of the employee termination costs were settled in stock, which is non-cash and non-recurring and not included in stock compensation expense. In the threenine months ended March 31,September 30, 2020, $0.1$4.5 million of restructuring costs was recorded for a reversal of restructuring costs attributablewere primarily due to adjustments to previously recorded employee termination accruals.costs as a result of the Merger and, to a lesser extent, reductions in force across our branch network in response to COVID-19 economic conditions.



Currency Losses, (Gains), net:Net: Currency losses, net decreasedincreased by $0.9$0.1 million to a $0.0$0.2 million loss for the threenine months ended March 31,September 30, 2021 from a $0.9$0.1 million loss for the threenine months ended March 31,September 30, 2020. This decreaseincrease 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,Expense (Income), Net: Other income,expense (income), net was $2.0$0.2 million of expense for the threenine months ended March 31,September 30, 2021 compared to expense$1.8 million of $0.3 millionincome for the threenine months ended March 31,September 30, 2020. Other income, net of $2.0$1.8 million for the threenine months ended March 31, 2021September 30, 2020 was primarily related to the resultreversal of gains recorded on the salea non-income tax liability of real estate during the period.$2.5 million.
Interest Expense: Interest expense increased $1.7decreased $1.4 million or 6.0%, to $30.0$88.4 million for the threenine months ended March 31,September 30, 2021 from $28.3$89.8 million for the threenine months ended March 31,September 30, 2020. The increasedecrease in interest expense iswas a result of the Merger which increased debt outstanding at March 31, 2021 by approximately $828 million compared to March 31, 2020, offset by lower overall weighted average interest rates as a result of our refinancing activities over the past 12 months.financing activities. See Note 9 to the condensed consolidated financial statements for further discussion of our debt.
Fair Value Loss (Gain) Loss on Common Stock Warrant Liabilities: The change in fair value    ofloss (gain) on common stock warrant liabilities decreased $122.5increased $72.7 million to a $27.2$26.6 million loss for the threenine months ended March 31,September 30, 2021 from a $95.3$46.1 million gain for the threenine months ended March 31,September 30, 2020. The decreaseincrease was primarily attributabledue to the change in estimated fair value of common stock warrant liabilities. At September 30, 2021, no 2015 Public or Private Warrants remain outstanding.At September 30, 2021, 6,525,736 2018 Warrants were outstanding and classified as a component of equity, therefore, we will not reflect a common stock warrant liability on our balance sheet or related income or expense from changes in fair value on our statement of operations in the future.
Loss on Extinguishment of Debt: During the threenine months ended March 31,September 30, 2021, using cash on hand and borrowings on the 2020 ABL Facility, the Companywe redeemed 10%$123.5 million of the outstanding principal $65.0 million, of itsour 2025 Secured Notes and recorded a loss on extinguishment of debt of $3.2$6.0 million comprised of a redemption premium of $1.9$3.7 million and write off of unamortized deferred financing fees of $1.3$2.3 million. As a result of the Merger and the related financing transactions, we recorded a loss on extinguishment of debt of $42.4 million in the nine months ended September 30, 2020. This loss on extinguishment of debt was comprised of the redemption premium and write off of unamortized deferred financing costs associated with the following: (i) $15.2 million due to the redemption of the 2022 Secured Notes, (ii) $22.7 million due to the redemption of the 2023 Secured Notes, and (iii) $4.4 million associated with the 2017 ABL Facility.
Income Tax Expense: Income tax expense increased $9.7$102.2 million to $10.5expense of $36.0 million for the threenine months ended March 31,September 30, 2021 compared to $0.8a benefit of $66.2 million for the threenine months ended March 31,September 30, 2020. The increase in expense was driven by increasespre-tax income increase for the nine months ended September 30, 2021. Additionally, a $56.8 million tax benefit was recorded in nine months ended September 30, 2020 due to income during the period.reversal of the Company's valuation allowance after the merger with Mobile Mini.

Business Segment Results
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. During the third quarter of 2021, the majority of the portable storage product business within the NA Modular segment was transitioned to the NA Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the NA Storage segment, representing a shift of approximately $5.0 million of revenue and gross margin per quarter from the NA Modular segment to the NA Storage segment. This adjustment was not made to the historical segment results of prior periods, given its relative immateriality.
The following tables and discussion summarize our reportable segment financial information for the three and nine months ended March 31,September 30, 2021 and 2020. The below results only include Mobile Mini 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 as these segments were not included in our reported results for the threefirst six months ended March 31,of 2020.

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Comparison of Three Months Ended March 31,September 30, 2021 and 2020
Three Months Ended March 31, 2021Three Months Ended September 30, 2021
(in thousands, except for units on rent and rates)(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTank and PumpTotal(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTank and PumpTotal
RevenueRevenue$266,224 $107,748 $27,007 $24,344 $425,323 Revenue$299,051 $133,897 $28,099 $29,505 $490,552 
Gross profitGross profit$113,002 $72,619 $16,493 $11,266 $213,380 Gross profit$127,854 $92,496 $18,876 $14,323 $253,549 
Adjusted EBITDAAdjusted EBITDA$97,371 $46,322 $11,064 $8,828 $163,585 Adjusted EBITDA$106,825 $59,123 $13,255 $10,946 $190,149 
Capital expenditures for rental equipmentCapital expenditures for rental equipment$39,135 $3,472 $6,770 $3,158 $52,535 Capital expenditures for rental equipment$31,789 $11,920 $11,649 $5,016 $60,374 
Average modular space units on rentAverage modular space units on rent84,795 16,439 9,115 — 110,349 Average modular space units on rent84,218 16,316 9,298 — 109,832 
Average modular space utilization rateAverage modular space utilization rate67.6 %79.4 %83.8 %— %70.3 %Average modular space utilization rate67.6 %77.6 %83.4 %— %70.1 %
Average modular space monthly rental rateAverage modular space monthly rental rate$737 $535 $404 $— $679 Average modular space monthly rental rate$834 $602 $454 $— $767 
Average portable storage units on rentAverage portable storage units on rent14,903 105,810 24,647 — 145,360 Average portable storage units on rent493 137,123 25,632 — 163,248 
Average portable storage utilization rateAverage portable storage utilization rate60.3 %73.9 %89.2 %— %74.4 %Average portable storage utilization rate48.0 %83.2 %89.1 %— %83.9 %
Average portable storage monthly rental rateAverage portable storage monthly rental rate$124 $148 $82 $— $135 Average portable storage monthly rental rate$179 $155 $90 $— $145 
Average tank and pump solutions rental fleet utilization based on original equipment costAverage tank and pump solutions rental fleet utilization based on original equipment cost— %— %— %67.4 %67.4 %Average tank and pump solutions rental fleet utilization based on original equipment cost— %— %— %74.8 %74.8 %

Three Months Ended March 31, 2020Three Months Ended September 30, 2020
(in thousands, except for units on rent and rates)(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTank and PumpTotal(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTank and PumpTotal
RevenueRevenue$255,821 $— $— $— $255,821 Revenue$267,867 $104,493 $21,653 $23,302 $417,315 
Gross profitGross profit$106,190 $— $— $— $106,190 Gross profit$112,079 $73,384 $12,671 $11,430 $209,564 
Adjusted EBITDAAdjusted EBITDA$89,544 $— $— $— $89,544 Adjusted EBITDA$100,281 $46,465 $8,306 $8,507 $163,559 
Capital expenditures for rental equipmentCapital expenditures for rental equipment$39,648 $— $— $— $39,648 Capital expenditures for rental equipment$34,249 $7,234 $677 $431 $42,591 
Average modular space units on rentAverage modular space units on rent87,989 — — — 87,989 Average modular space units on rent86,400 16,383 8,444 — 111,227 
Average modular space utilization rateAverage modular space utilization rate69.2 %— %— %— %69.2 %Average modular space utilization rate68.3 %80.4 %79.1 %— %70.6 %
Average modular space monthly rental rateAverage modular space monthly rental rate$653 $— $— $— $653 Average modular space monthly rental rate$693 $505 $356 $— $640 
Average portable storage units on rentAverage portable storage units on rent16,346 — — — 16,346 Average portable storage units on rent15,473 105,221 23,146 — 143,840 
Average portable storage utilization rateAverage portable storage utilization rate64.1 %— %— %— %64.1 %Average portable storage utilization rate61.3 %73.4 %83.2 %— %73.2 %
Average portable storage monthly rental rateAverage portable storage monthly rental rate$119 $— $— $— $119 Average portable storage monthly rental rate$124 $145 $75 $— $131 
Average tank and pump solutions rental fleet utilization based on original equipment costAverage 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— %— %— %58.2 %58.2 %
NA Modular
Revenue: Total revenue increased $10.4$31.2 million, or 4.1%11.6%, to $266.2$299.1 million for the three months ended March 31,September 30, 2021 from $255.8$267.9 million for the three months ended March 31,September 30, 2020. The increase was primarily the result of an $11.3a $27.5 million, or 6.0%14.3%, increase in leasing revenue, and a $3.7$5.9 million, or 54.4%,11.3% increase in rental unit sales revenue. This increase was partially offset by decreases in modular delivery and installation revenue. The increases to leasing revenue and delivery and installation revenues were partially offset by declines in revenues for portable storage units as a result of $2.4transitioning the majority of the portable storage product business within the NA Modular segment to the NA Storage segment. Approximately 12,000 units were transferred during the third quarter to the NA Storage segment, reallocating approximately $5.0 million of revenue from NA Modular to NA Storage relative to the third quarter of 2020. The increases to leasing revenue and delivery and installation revenues were also partially offset by a decrease of $1.8 million, or 4.7%18.8%, in rental unit sales revenue and a $2.2$0.5 million, or 22.9%3.6%, decrease in new unit sales. Average modular space monthly rental rates increased 12.9%20.3% for the three months ended March 31,September 30, 2021 to $737$834 driven by the continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio. Improved pricing was partially offset by lower volumes as average modular space units on rent decreased by 3,1942,182 units, or 3.6%2.5%, year over year. The decrease was driven primarily by reduced demand for new project deliveries as a result of the COVID-19 pandemic primarily in the second and third quarter of 2020. Economic activity in 2021 has improved and sequentially from June 30, 2021, modular space units on rent increased approximately 700 units, or 0.8% during the third quarter.
Gross Profit: Gross profit increased $15.8 million, or 14.1%, to $127.9 million for the three months ended September 30, 2021 from $112.1 million for the three months ended September 30, 2020. The increase in gross profit was driven by higher leasing gross profit, which increased $17.7 million, or 12.4%, driven from improved pricing including VAPS, and partly offset by the reallocation of approximately $5.0 million of revenue and gross profit from NA Modular segment to the NA Storage segment relative to the third quarter of 2020. The increase in gross profit from leasing for the three months ended September
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30, 2021 was further complemented by a $1.1 million increase in rental unit sales gross profit. These increases were partially offset by a $1.3 million decrease in delivery and installation gross profit driven by higher fleet relocation expenses, a $1.1 million decrease in new sales gross profit, and a $0.6 million increase in depreciation of rental equipment related to capital investments made in our existing rental equipment.
Adjusted EBITDA: Adjusted EBITDA increased $6.5 million, or 6.5%, to $106.8 million for the three months ended September 30, 2021 from $100.3 million for the three months ended September 30, 2020. The increase was driven by higher leasing gross profit discussed above. SG&A, excluding discrete items, increased $7.6 million, or 12.9%, for the three months ended September 30, 2021, as compared to the three months ended September 30, 2020.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments decreased $2.4 million, or 7.0%, to $31.8 million for the three months ended September 30, 2021 from $34.2 million for the three months ended September 30, 2020.
NA Storage
Revenue: Total revenue increased $29.4 million, or 28.1%, to $133.9 million for the three months ended September 30, 2021 from $104.5 million for the three months ended September 30, 2020. Leasing revenues increased $24.2 million in the current quarter compared to the prior-year quarter. Modular space average units on rent decreased 0.4% and average modular space monthly rental rates increased 19.2% year-over-year driven primarily by increased pricing on new deliveries. Portable storage units on rent increased 30.3% driven by increased economic activity. NA Storage portable storage units on rent also increased as a result of the transitioning of the majority of the portable storage product business within the NA Modular segment to the NA Storage segment during the third quarter, which represented the transfer of approximately 12,000 units on rent. Combined, average portable storage units on rent for the NA Storage and NA Modular segments increased approximately 16,922 units, or 14.0%. Given the timing of acquisitions during the quarter, acquisition units did not have a material impact on average units on rent. Average portable storage monthly rental rates increased 6.9% year-over-year also as a result of increased pricing on new deliveries. Delivery and installation revenues increased $7.4 million year-over-year as delivery levels have increased as a result of economic recovery. Sales revenues decreased $2.2 million compared to the prior-year quarter.
Gross Profit: Gross profit increased by $19.1 million, or 26.0%, to $92.5 million for the three months ended September 30, 2021 compared to $73.4 million for the three months ended September 30, 2020. Gross profit on leasing activity increased by $18.9 million year-over-year driven both by increased volume and pricing as described above. For delivery and installation, gross profit increased $1.3 million. Sales gross profit decreased by $0.2 million to $2.1 million.
Adjusted EBITDA: Adjusted EBITDA increased $12.6 million, or 27.1%, to $59.1 million for the three months ended September 30, 2021 from $46.5 million for the three months ended September 30, 2020 and the margin contracted to 44.2% from 44.5% as a result of increased delivery activity. The increase in Adjusted EBITDA was driven primarily by increased leasing gross profit as described above, partially offset by increased SG&A. Excluding acquisition costs and stock-based compensation, SG&A increased $7.3 million in this segment. The increase was comprised of increased costs for personnel, including commissions and other variable compensation, travel, and computer costs.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments of $11.9 million were $4.7 million higher than the prior-year quarter driven by increased fleet investments for specific products, largely portable storage units and ground level offices, to grow units on rent as demand has recovered to pre-COVID-19 levels.
UK Storage
Revenue: Total revenue increased $6.4 million, or 29.5%, to $28.1 million for the three months ended September 30, 2021 from $21.7 million for the three months ended September 30, 2020. In local currency total revenues increased 21.7%. Leasing revenues increased $6.3 million in the current quarter compared to the prior-year quarter. Modular space average units on rent increased 10.1%, while portable storage units on rent increased 10.7%. Average monthly rental rates for modular space units and portable storage units increased 27.5% and 20.0% year-over-year, respectively, including the impacts of currency fluctuations. Delivery and installation revenues increased $0.9 million year-over-year. Sales revenues decreased $0.7 million compared to the prior-year quarter.
Gross Profit: Gross profit increased $6.2 million, or 49.2%, for the three months ended September 30, 2021 to $18.9 million from $12.7 million for the three months ended September 30, 2020. In local currency, gross profit increased 39.7%. This increase was driven by a significant increase in fleet utilization coupled with strong rental rate growth and strategic cost management.
Adjusted EBITDA: Adjusted EBITDA increased $5.0 million, or 60.0%, to $13.3 million for three months ended September 30, 2021 from $8.3 million for the three months ended September 30, 2020 and the margin expanded to 47.2% from 38.4%. The increase results primarily from the favorable gross profit discussed above, partially offset by increased SG&A of $1.2 million driven by increased costs for personnel, including commissions and other variable compensation.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments of $11.6 million were driving the $10.9 million increase compared to the prior-year quarter. These investments were made to fulfill increasing demand and to drive increased units on rent and utilization.
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Tank & Pump
Revenue: Total revenue increased $6.2 million, or 26.6%, to $29.5 million for the three months ended September 30, 2021 from $23.3 million for the three months ended September 30, 2020. These increases were driven by increased average original rental cost ("OEC") rental fleet utilization, which increased 1660 bps to 74.8% for the three months ended September 30, 2021 from 58.2% for the three months ended September 30, 2020. 2020 results beginning in the second quarter especially were significantly impacted by lower mid- and down-stream oil and gas activity, petrochemical refining activity and specifically the lower demand for jet fuel resulting from COVID-19.
Gross Profit: Gross profit increased $2.9 million, or 25.4%, for the three months ended September 30, 2021 to $14.3 million from $11.4 million for the three months ended September 30, 2020. This increase was driven by increased gross profit for leasing activity, which increased $3.5 million driven by the increased revenue as discussed above.
Adjusted EBITDA: Adjusted EBITDA increased $2.5 million, or 29.8%, to $11.0 million for the three months ended September 30, 2021 from $8.5 million for the three months ended September 30, 2020 and the margin expanded to 37.1% from 36.5%. The increase in Adjusted EBITDA was driven by the increased gross profit discussed above, partially offset by a $0.6 million increase in SG&A expense driven primarily by increased personnel costs.
Capital Expenditures for Rental Equipment: Current quarter expenditures of $5.0 million were $4.6 million higher than the prior-year quarter as we began to increase investment in additional rental equipment to fund increasing fleet utilization.

Comparison of the Nine Months Ended September 30, 2021 and 2020
Nine Months Ended September 30, 2021
(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTank and PumpTotal
Revenue$854,657 $357,439 $83,538 $81,343 $1,376,977 
Gross profit$356,992 $240,836 $53,306 $38,605 $689,739 
Adjusted EBITDA$307,741 $154,971 $36,647 $29,870 $529,229 
Capital expenditures for rental equipment$120,288 $24,165 $22,645 $11,093 $— $178,191 
Average modular space units on rent84,589 16,371 9,256 — 110,216 
Average modular space utilization rate67.6 %78.5 %83.8 %— %70.2 %
Average modular space monthly rental rate$790 $570 $428 $— $727 
Average portable storage units on rent9,566 118,598 25,284 — 153,448 
Average portable storage utilization rate64.1 %78.0 %90.0 %— %78.7 %
Average portable storage monthly rental rate$129 $152 $86 $— $140 
Average tank and pump solutions rental fleet utilization based on original equipment cost— %— %— %71.2 %71.2 %
Nine Months Ended September 30, 2020
(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTank and PumpTotal
Revenue$780,550 $104,493 $21,653 $23,302 $929,998 
Gross profit$328,233 $73,384 $12,671 $11,430 $425,718 
Adjusted EBITDA$287,345 $46,465 $8,306 $8,507 $350,623 
Capital expenditures for rental equipment$113,931 $7,234 $677 $431 $122,273 
Average modular space units on rent87,161 5,461 2,815 — 95,437 
Average modular space utilization rate68.7 %80.4 %79.1 %— %69.8 %
Average modular space monthly rental rate$672 $505 $356 $— $653 
Average portable storage units on rent15,896 35,074 7,715 — 58,685 
Average portable storage utilization rate62.6 %73.4 %83.2 %— %71.3 %
Average portable storage monthly rental rate$121 $145 $75 $— $129 
Average tank and pump solutions rental fleet utilization based on original equipment cost— %— %— %58.2 %58.2 %
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NA Modular
Revenue: Total revenue increased $74.1 million, or 9.5%, to $854.7 million for the nine months ended September 30, 2021 from $780.6 million for the nine months ended September 30, 2020. The increase was primarily the result of a $66.3 million, or 11.6%, increase in leasing revenue, a $6.6 million, or 4.3% increase in delivery and installation revenues, and a $6.7 million, or 31.0%, increase in rental unit sales revenue. The increases to leasing revenue and delivery and installation revenues were partially offset by declines in revenues for portable storage units as the result of transitioning the majority of the portable storage product business within the NA Modular segment to the NA Storage segment during the third quarter of 2021. Approximately 12,000 units were transferred during the third quarter to the NA Storage segment, reallocating approximately $5.0 million of revenue from NA Modular segment to the NA Storage segment relative to the first nine months of 2020. Average modular space monthly rental rates increased 17.6% for the nine months ended September 30, 2021 to $790 driven by the continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio. Improved pricing was partially offset by lower volumes as average modular space units on rent decreased by 2,572 units, or 3.0%, year over year. The decrease was driven primarily by lower deliveries, including reduced demand for new project deliveries as a result of the COVID-19 pandemic primarily in the second and third quarterquarters of 2020.
Gross Profit: Gross profit increased $6.8$28.8 million, or 6.4%8.8%, to $113.0$357.0 million for the threenine months ended March 31,September 30, 2021 from $106.2$328.2 million for the threenine months ended March 31,September 30, 2020. The increase in gross profit was driven by higher leasing gross profit, which increased $9.9$41.3 million, or 7.1%9.7%, driven from improved pricing including VAPS.VAPS, and partly offset by the reallocation of $5.0 million of revenue and gross profit from NA Modular segment to NA Storage segment relative to the first nine months of 2020. The increase in gross profit from leasing for the threenine months ended March 31,September 30, 2021 was further complemented by a $1.7$6.1 million increase in rental unit sales gross profit. These increases were partially offset by a $3.2$9.0 million decrease in delivery and installation gross profit driven by higher fleet relocation expenses, a $0.8$2.9 million decrease in new sales gross profit, and a $0.8$6.7 million increase in depreciation of rental equipment related to capital investments made in our existing rental equipment.



Adjusted EBITDA: Adjusted EBITDA increased $7.9$20.4 million, or 8.8%7.1%, to $97.4$307.7 million for the threenine months ended March 31,September 30, 2021 from $89.5$287.3 million for the threenine months ended March 31,September 30, 2020. The increase was driven by higher leasing gross profit discussed above. SG&A, excluding discrete items, decreased $0.2increased $11.5 million, or 0.3%6.4%, for the threenine months ended March 31,September 30, 2021, as compared to the three months ended March 31, 2020.September 30, 2020 primarily driven by employee and occupancy costs.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments decreased $0.5increased $6.4 million, or 1.3%5.6%, to $39.1$120.3 million for the threenine months ended March 31,September 30, 2021 from $39.6$113.9 million for the threenine months ended March 31,September 30, 2020. Net CAPEX, as defined below in Item 2. Other Non-GAAP Financial Data and Reconciliations, also decreased $12.3 million, or 40.2%, to $18.3 million. The decrease for Net CAPEX was driven by increased proceeds from sales of rental units and plant, property and equipment, including real estate sold during the period.

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, net: on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries’ functional currency. Substantially all such currency 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.
49


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 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 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 income (loss) to Adjusted EBITDA:
Three Months EndedNine Months Ended
Three Months Ended March 31,September 30,September 30,
(in thousands)(in thousands)20212020(in thousands)2021202020212020
(as restated)
Net income$4,447 $91,655 
Income tax expense10,481 790 
Net income (loss)Net income (loss)$61,103 $(6,051)$85,921 $71,474 
Income tax expense (benefit)Income tax expense (benefit)6,644 (66,675)35,953 (66,170)
Loss on extinguishment of debtLoss on extinguishment of debt3,185 — Loss on extinguishment of debt— 42,401 5,999 42,401 
Fair value loss (gain) on common stock warrant liabilitiesFair value loss (gain) on common stock warrant liabilities— 22,303 26,597 (46,063)
Interest expenseInterest expense29,964 28,257 Interest expense29,201 33,034 88,377 89,810 
Depreciation and amortizationDepreciation and amortization74,022 49,022 Depreciation and amortization75,276 71,704 233,813 169,103 
Fair value loss (gain) on common stock warrant liabilities27,207 (95,329)
Currency losses, net36 898 
Currency losses (gains), netCurrency losses (gains), net127 (371)196 147 
Restructuring costs, lease impairment expense and other related chargesRestructuring costs, lease impairment expense and other related charges4,395 1,601 Restructuring costs, lease impairment expense and other related charges2,457 4,798 14,286 8,542 
Merger transaction costs844 9,431 
Transaction costsTransaction costs303 52,191 1,147 63,241 
Integration costsIntegration costs7,342 1,685 Integration costs8,247 7,083 23,211 10,921 
Stock compensation expenseStock compensation expense3,514 1,787 Stock compensation expense6,259 2,944 14,480 6,958 
OtherOther(1,852)(253)Other532 198 (751)259 
Adjusted EBITDAAdjusted EBITDA$163,585 $89,544 Adjusted EBITDA$190,149 $163,559 $529,229 $350,623 

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Net Income Excluding Gain/Loss from Warrants
We define Net Income Excluding Gain/Loss from Warrants as Net Incomenet income plus or 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 financialoperating performance of our business.
Three Months Ended March 31,
(in thousands)20212020
(as restated)
Net income$4,447 $91,655 
Fair value loss (gain) on common stock warrant liabilities27,207 (95,329)
Net Income (Loss) Excluding Gain/Loss from Warrants$31,654 $(3,674)
The following table provides an unaudited reconciliation of Net income (loss) to Net Income (Loss) Excluding Gain/Loss from Warrants:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2021202020212020
Net income (loss)$61,103 $(6,051)$85,921 $71,474 
Fair value loss (gain) on common stock warrant liabilities— 22,303 26,597 (46,063)
Net Income (Loss) Excluding Gain/Loss from Warrants$61,103 $16,252 $112,518 $25,411 

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 measuremeasures 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 on a historical basis:Percentage:
Three Months Ended March 31,
(in thousands)20212020
Revenue (A)$425,323 $255,821 
Gross profit (B)$213,380 $106,190 
Depreciation of rental equipment55,698 45,948 
Adjusted Gross Profit (C)$269,078 $152,138 
Gross Profit Percentage (B/A)50.2 %41.5 %
Adjusted Gross Profit Percentage (C/A)63.3 %59.5 %

Three Months EndedNine Months Ended
September 30,September 30,
(in thousands)2021202020212020
Revenue (A)$490,552 $417,315 $1,376,977 $929,998 
Gross profit (B)$253,549 $209,564 $689,739 $425,718 
Depreciation of rental equipment56,462 54,837 175,053 146,279 
Adjusted Gross Profit (C)$310,011 $264,401 $864,792 $571,997 
Gross Profit Percentage (B/A)51.7 %50.2 %50.1 %45.8 %
Adjusted Gross Profit Percentage (C/A)63.2 %63.4 %62.8 %61.5 %
Net CAPEX
We define Net CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities. Management believes that the presentation of Net CAPEX provides useful information to investors regarding the net capital invested into our rental fleet and plant, property and equipment each year to assist in analyzing the performance of our business.
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The following table provides an unaudited reconciliationsreconciliation of Net CAPEX on a historical basis:CAPEX:
Three Months EndedNine Months Ended
Three Months Ended March 31,September 30,September 30,
(in thousands)(in thousands)20212020(in thousands)2021202020212020
Total purchases of rental equipment and refurbishmentsTotal purchases of rental equipment and refurbishments$(52,535)$(39,648)Total purchases of rental equipment and refurbishments$(60,374)$(42,591)$(178,191)$(122,273)
Total proceeds from sale of rental equipmentTotal proceeds from sale of rental equipment15,202 6,786 Total proceeds from sale of rental equipment11,597 13,179 42,034 25,281 
Net CAPEX for Rental EquipmentNet CAPEX for Rental Equipment(37,333)(32,862)Net CAPEX for Rental Equipment(48,777)(29,412)(136,157)(96,992)
Purchase of property, plant and equipmentPurchase of property, plant and equipment(7,307)(1,518)Purchase of property, plant and equipment(3,386)(5,893)(20,836)(9,079)
Proceeds from sale of property, plant and equipmentProceeds from sale of property, plant and equipment13,729 3,840 Proceeds from sale of property, plant and equipment209 1,982 16,647 5,825 
Net CAPEXNet CAPEX$(30,911)$(30,540)Net CAPEX$(51,954)$(33,323)$(140,346)$(100,246)

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. For the three months ended September 30, 2021 and 2020 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 September 30, 2021 and 2020 within "Business Segment Results" above. The following table setstables set forth key metrics for the nine months ended September 30, 2021 and 2020 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.



During the third quarter of 2021, the majority of the portable storage product business within the NA Modular segment was transitioned to the NA Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the NA Storage segment.
Comparison of ThreeNine Months Ended March 31,September 30, 2021 and 2020
Pro Forma Combined Quarter Ended March 31,2021 vs. 2020
(in thousands)20212020$ 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 Storage46,32243,9942,328 5.3 %
Adjusted EBITDA - UK Storage11,064 6,405 4,659 72.7 %
Adjusted EBITDA - Tank and Pump8,828 9,477 (649)(6.8)%
Consolidated Adjusted EBITDA(a)
$163,585 $149,420 $14,165 9.5 %

Pro Forma Combined Nine Months Ended September 30,2021 vs. 2020
(in thousands)20212020$ Change% Change
Revenue$1,376,977 $1,214,238 $162,739 13.4 %
Selling, general and administrative expenses$372,296 $337,439 $34,857 10.3 %
Net income$85,921 $116,678 $(30,757)(26.4)%
Net income excluding gain/loss from warrants$112,518 $70,615 $27,025 8.0 %
Adjusted EBITDA$529,229 $466,781 $62,448 13.4 %
Other Financial Data:
Adjusted EBITDA - NA Modular$307,741 $287,345 $20,396 7.1 %
Adjusted EBITDA - NA Storage154,971131,22923,742 18.1 %
Adjusted EBITDA - UK Storage36,647 21,564 15,083 69.9 %
Adjusted EBITDA - Tank and Pump29,870 26,643 3,227 12.1 %
Consolidated Adjusted EBITDA(a)
$529,229 $466,781 $62,448 13.4 %
(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.

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NA Modular - Quarterly Results
Pro Forma Quarterly Results for the ThreeNine Months Ended March 31,:September 30, 2021:
(in thousands, except for units on rent and
monthly rental rate)
(in thousands, except for units on rent and
monthly rental rate)
20212020(in thousands, except for units on rent and
monthly rental rate)
Q1Q2Q3Total
RevenueRevenue$266,224 $255,821 Revenue$266,224 $289,382 $299,051 $854,657 
Gross profitGross profit$113,002 $106,190 Gross profit$113,002 $115,136 $127,854 $356,992 
Adjusted EBITDAAdjusted EBITDA$97,371 $89,544 Adjusted EBITDA$97,371 $103,545 $106,825 $307,741 
Capital expenditures for rental equipmentCapital expenditures for rental equipment$39,135 $39,648 Capital expenditures for rental equipment$39,135 $49,364 $31,789 $120,288 
Average modular space units on rentAverage modular space units on rent84,795 87,989 Average modular space units on rent84,795 84,754 84,218 84,589 
Average modular space utilization rateAverage modular space utilization rate67.6 %69.2 %Average modular space utilization rate67.6 %67.7 %67.6 %67.6 %
Average modular space monthly rental rateAverage modular space monthly rental rate$737 $653 Average modular space monthly rental rate$737 $801 $834 $790 
Average portable storage units on rentAverage portable storage units on rent14,903 16,346 Average portable storage units on rent14,903 13,301 493 9,566 
Average portable storage utilization rateAverage portable storage utilization rate60.3 %64.1 %Average portable storage utilization rate60.3 %69.8 %48.0 %64.1 %
Average portable storage monthly rental rateAverage portable storage monthly rental rate$124 $119 Average portable storage monthly rental rate$124 $133 $179 $129 
Pro Forma Quarterly Results for the Nine Months Ended September 30, 2020:
(in thousands, except for units on rent and
monthly rental rate)
Q1Q2Q3Total
Revenue$255,821 $256,862 $267,867 $780,550 
Gross profit$106,190 $109,964 $112,079 $328,233 
Adjusted EBITDA$89,544 $97,520 $100,281 $287,345 
Capital expenditures for rental equipment$39,648 $40,034 $34,249 $113,931 
Average modular space units on rent87,988 87,096 86,400 87,161 
Average modular space utilization rate69.2 %68.5 %68.3 %68.7 %
Average modular space monthly rental rate$653 $669 $693 $672 
Average portable storage units on rent16,346 15,869 15,473 15,896 
Average portable storage utilization rate64.1 %62.5 %61.3 %62.6 %
Average portable storage monthly rental rate$119 $120 $124 $121 
The NA Modular segment represents the activities of 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,September 30, 2021 and 2020 and the nine months ended September 30, 2021 and 2020 within "Business Segment Results" above.

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NA Storage - Quarterly Results
Pro Forma Quarterly Results for the ThreeNine Months Ended March 31,:September 30, 2021:
(in thousands, except for units on rent and
monthly rental rate)
(in thousands, except for units on rent and
monthly rental rate)
20212020(in thousands, except for units on rent and
monthly rental rate)
Q1Q2Q3Total
RevenueRevenue$107,748 $103,495 Revenue$107,748 $115,794 $133,897 $357,439 
Gross profitGross profit$72,619 $71,400 Gross profit$72,619 $75,721 $92,496 $240,836 
Adjusted EBITDAAdjusted EBITDA$46,322 $43,994 Adjusted EBITDA$46,322 $49,526 $59,123 $154,971 
Capital expenditures for rental equipmentCapital expenditures for rental equipment$3,472 $5,200 Capital expenditures for rental equipment$3,472 $8,773 $11,920 $24,165 
Average modular space units on rentAverage modular space units on rent16,439 15,509 Average modular space units on rent16,439 16,360 16,316 16,371 
Average modular space utilization rateAverage modular space utilization rate79.4 %77.8 %Average modular space utilization rate79.4 %78.4 %77.6 %78.5 %
Average modular space monthly rental rateAverage modular space monthly rental rate$535 $497 Average modular space monthly rental rate$535 $573 $602 $570 
Average portable storage units on rentAverage portable storage units on rent105,810 105,441 Average portable storage units on rent105,810 112,862 137,123 118,598 
Average portable storage utilization rateAverage portable storage utilization rate73.9 %73.1 %Average portable storage utilization rate73.9 %76.1 %83.2 %78.0 %
Average portable storage monthly rental rateAverage portable storage monthly rental rate$148 $146 Average portable storage monthly rental rate$148 $151 $155 $152 
Pro Forma Quarterly Results for the Nine Months Ended September 30, 2020:
(in thousands, except for units on rent and
monthly rental rate)
Q1Q2Q3Total
Revenue$103,495 $92,826 $104,493 $300,814 
Gross profit$71,400 $66,639 $73,384 $211,423 
Adjusted EBITDA$43,994 $40,770 $46,465 $131,229 
Capital expenditures for rental equipment$5,200 $7,272 $7,234 $19,706 
Average modular space units on rent15,509 15,757 16,383 15,883 
Average modular space utilization rate77.8 %78.6 %80.4 %78.9 %
Average modular space monthly rental rate$497 $463 $505 $488 
Average portable storage units on rent105,441 101,463 105,221 104,042 
Average portable storage utilization rate73.1 %70.6 %73.4 %72.4 %
Average portable storage monthly rental rate$146 $143 $145$145
Comparison of ThreeNine Months Ended March 31,September 30, 2021 and 2020
NA Storage
Revenue: Total revenue increased $4.2$56.6 million, or 4.1%18.8%, to $107.7$357.4 million for the threenine months ended March 31,September 30, 2021 from $103.5$300.8 million for the threenine months ended March 31,September 30, 2020. Leasing revenues increased $4.1$42.6 million compared to the prior year. Modular space average units on rent increased 3.1% and average modular space monthly rental rates increased 16.8% year-over-year driven primarily by increased pricing on new deliveries. Portable storage units on rent increased 14.0% and average portable storage monthly rental rates increased 4.8% year-over-year also driven primarily by increased pricing on new deliveries. Delivery and installation revenues increased $14.0 million year-over-year as delivery levels in the third quarter have increased as a result of increased demand. Sales revenues remained flat at $16.7 million, compared to prior-year.
Gross Profit: Gross profit increased by $29.4 million, or 13.9%, to $240.8 million for the nine months ended September 30, 2021 compared to $211.4 million compared to the nine months ended September 30, 2020. Gross profit on leasing activity increased by $31.2 million year-over-year driven both by increased volume and pricing as described above. For delivery and installation, gross profit increased $1.3 million. Sales gross profit increased by $0.8 million to $6.9 million.
Adjusted EBITDA: Adjusted EBITDA increased $23.7 million, or 18.1%, to $155.0 million for the nine months ended September 30, 2021 from $131.2 million for the nine months ended September 30, 2020 and the margin contracted to 43.4% from 43.6%. The increase in Adjusted EBITDA was driven primarily by increased leasing gross profit as described above, partially offset by increased SG&A. Excluding acquisition costs and stock-based compensation, SG&A increased $9.5 million in this segment. The increase was comprised of increased costs for personnel, including commissions and other variable compensation, insurance, computer costs, and bad debt expenses.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments of $24.2 million for the nine months ended September 30, 2021 were $4.5 million lower than for the nine months ended September 30, 2020.
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Rental fleet expenditures in the first quarter were significantly below 2020 levels in response to COVID-19-related demand reductions, but as economic activity has recovered, we have begun to invest to meet demand for specific products, largely portable storage units and ground level offices.
UK Storage - Quarterly Results
Pro Forma Quarterly Results for the Nine Months Ended September 30, 2021:
(in thousands, except for units on rent and
monthly rental rate)
Q1Q2Q3Total
Revenue$27,007 $28,432 $28,099 $83,538 
Gross profit$16,493 $17,937 $18,876 $53,306 
Adjusted EBITDA$11,064 $12,328 $13,255 $36,647 
Capital expenditures for rental equipment$6,770 $4,226 $11,649 $22,645 
Average modular space units on rent9,115 9,354 9,298 9,256 
Average modular space utilization rate83.8 %84.3 %83.4 %83.8 %
Average modular space monthly rental rate$404 $438 $454 $428 
Average portable storage units on rent24,647 25,573 25,632 25,284 
Average portable storage utilization rate89.2 %91.8 %89.1 %90.0 %
Average portable storage monthly rental rate$82 $88 $90 $86 
Pro Forma Quarterly Results for the Nine Months Ended September 30, 2020:
(in thousands, except for units on rent and
monthly rental rate)
Q1Q2Q3Total
Revenue$20,197 $17,154 $21,653 $59,004 
Gross profit$11,372 $10,991 $12,671 $35,034 
Adjusted EBITDA$6,405 $6,853 $8,306 $21,564 
Capital expenditures for rental equipment$337 $522 $677 $1,536 
Average modular space units on rent7,850 7,912 8,444 8,069 
Average modular space utilization rate74.2 %74.6 %79.1 %76.0 %
Average modular space monthly rental rate$326 $313 $356 $332 
Average portable storage units on rent23,328 22,870 23,146 23,115 
Average portable storage utilization rate83.7 %82.2 %83.2 %83.0 %
Average portable storage monthly rental rate$73 $70 $75 $73 
Comparison of Nine Months Ended September 30, 2021 and 2020
UK Storage
Revenue: Total revenue increased $24.5 million, or 41.5%, to $83.5 million for the nine months ended September 30, 2021 from $59.0 million for the nine months ended September 30, 2020. In local currency total revenues increased 30.2%. Leasing revenues increased $18.9 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. Portable14.7%, while portable storage units on rent increased 0.3%9.4%. Monthly rental rates for modular space units and average portable storage monthly rental ratesunits increased 1.4% year-over-year. Delivery28.9% and installation revenues decreased $0.5 million year-over-year. Sales revenues increased $0.7 million compared to17.8% year-over-year, respectively, including the prior-year quarter.impacts of currency fluctuations.
Gross Profit:Gross profit increased by $1.2$18.3 million, or 1.7%52.3%, for the nine months ended September 30, 2021 to $72.6$53.3 million from $35.0 million for the threenine months ended March 31, 2021 compared to $71.4 million compared to the three months ended March 31,September 30, 2020. Gross profit on leasing activity increased by $2.4 million year-over-year. For delivery and installation, gross profit decreased $1.2 million. SalesIn local currency, gross profit increased 39.7%. This increase was driven by $0.1 million to $2.2 million.a significant increase in fleet utilization coupled with strong rental rate growth and strategic cost management.
Adjusted EBITDA:Adjusted EBITDA increased $2.3$15.0 million, or 5.2%69.2%, to $46.3$36.6 million for nine months ended September 30, 2021 from $21.6 million for the threenine months ended March 31, 2021 from $44.0 million for the three months ended March 31,September 30, 2020 and the margin expanded to 43.0%43.9% from 42.5%36.5%. The increase in Adjusted EBITDA was driven by a reduction in SG&A andresults primarily from the higher leasingfavorable gross profit discussed above. Excluding acquisition costs and stock-based compensation,above, partially offset by increased SG&A decreased $1.0of $3.7 million in this segment. The decrease was comprised of reduceddriven by increased costs for personnel, curtailed travel, reduced professional feesincluding commissions and lower marketing costs.other variable compensation.
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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)
20212020
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 rent9,115 7,850 
Average modular space utilization rate83.8 %74.2 %
Average modular space monthly rental rate$404 $326 
Average portable storage units on rent24,647 23,328 
Average portable storage utilization rate89.2 %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$22.6 million were driving the $6.5$21.1 million increase compared to the prior-year quarter. Rental fleet expendituresprior year. These investments were reduced significantly in 2020 in responsemade to COVID-19.fulfill increasing demand and to drive increased units on rent and utilization.
Tank and Pump - Quarterly Results
Pro Forma Quarterly Results for the ThreeNine Months Ended March 31,:September 30, 2021:
(in thousands, except for units on rent and
monthly rental rate)
(in thousands, except for units on rent and
monthly rental rate)
20212020(in thousands, except for units on rent and
monthly rental rate)
Q1Q2Q3Total
RevenueRevenue$24,344 $26,884 Revenue$24,344 $27,494 $29,505 $81,343 
Gross profitGross profit$11,266 $13,279 Gross profit$11,266 $13,016 $14,323 $38,605 
Adjusted EBITDAAdjusted EBITDA$8,828 $9,477 Adjusted EBITDA$8,828 $10,096 $10,946 $29,870 
Capital expenditures for rental equipmentCapital expenditures for rental equipment$3,158 $4,514 Capital expenditures for rental equipment$3,158 $2,919 $5,016 $11,093 
Average tank and pump solutions rental fleet utilization based on original equipment costAverage tank and pump solutions rental fleet utilization based on original equipment cost67.4 %66.4 %Average tank and pump solutions rental fleet utilization based on original equipment cost67.4 %71.2 %74.8 %71.2 %
Pro Forma Quarterly Results for the Nine Months Ended September 30, 2020:
(in thousands, except for units on rent and
monthly rental rate)
Q1Q2Q3Total
Revenue$26,884 $23,684 $23,302 $73,870 
Gross profit$13,279 $11,723 $11,430 $36,432 
Adjusted EBITDA$9,477 $8,659 $8,507 $26,643 
Capital expenditures for rental equipment$4,514 $941 $431 $5,886 
Average tank and pump solutions rental fleet utilization based on original equipment cost66.4 %60.5 %58.2 %61.7 %
Comparison of ThreeNine Months Ended March 31,September 30, 2021 and 2020
Tank & Pump
Revenue: Total revenue decreased $2.6increased $7.4 million, or 9.7%10.0%, to $24.3$81.3 million for the threenine months ended March 31,September 30, 2021 from $26.9$73.9 million for the threenine months ended March 31,September 30, 2020. LowerThese increases were driven by increased average OEC rental fleet utilization, which increased 950 bps to 71.2% for the nine months ended September 30, 2021 from 61.7% for the nine months ended September 30, 2020. 2020 results beginning in the second quarter especially were significantly impacted by 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.COVID-19.



Gross Profit: Gross profit decreased $2.0increased $2.2 million, or 15.0%6.0%, for the threenine months ended March 31,September 30, 2021 to $11.3$38.6 million from $13.3$36.4 million for the threenine months ended March 31,September 30, 2020. Gross profit for leasing activity decreased $1.4increased by $3.5 million driven bycompared to the decreased revenue as discussed above. Grossprior year, however gross profit for delivery and installation activity decreased $0.5$0.9 million and gross profit for sales activity decreased $0.4 million.
Adjusted EBITDA: Adjusted EBITDA decreased $0.7increased $3.3 million, or 7.4%12.4%, to $8.8$29.9 million for the threenine months ended March 31,September 30, 2021 from $9.5$26.6 million for the threenine months ended March 31,September 30, 2020 and the margin contractedimproved to 36.2%36.7% from 35.3%36.1%. The decreaseincrease in adjustedAdjusted EBITDA was primarily driven by the lowerfrom favorable gross profit discussed above offsetand by a $1.6$1.0 million reduction in SG&A expense including personnel costs, provision for bad debt and travel.expense.
Capital Expenditures for Rental Equipment: PurchasesYear to date expenditures of $11.1 million were $5.2 million higher than the prior year as we began to increase investment in additional 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.fund increasing fleet utilization.

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
56


the Merger, we believe we have ample liquidity in the 2020 ABL Facility toand are generating substantial free cash flow, which together 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 or other equity securities as acquisition consideration or as part of an overall financing plan. In addition, we will continue to evaluate optionsalternatives to improveoptimize our liquidity, such ascapital structure, which could include the issuance or repurchase 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.issuance or repurchase. 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 additionalAvailability of financing on favorableand the associated terms or at all, including as a result of any disruption the COVID-19 pandemic may haveare inherently dependent on the debt and equity capital markets.markets and subject to change. 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.
On July 1, 2020, in connection with the completion of the Merger, Holdings, WSII, and certain of its subsidiaries, 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 $2.0 billion (the “US Facility”), available to WSII and certain of its subsidiaries (collectively, the “US Borrowers”), and (ii) a $400$400.0 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 WSII’s wholly-owned subsidiaries organized in Canada and in the United Kingdom. Borrowing availability under the 2020 ABL Facility is equal to the lesser of $2.4 billion and the applicable borrowing bases. The borrowing bases are a function of, among other things, the value of the assets in the relevant collateral pool. At March 31,September 30, 2021, we had $1.02 billion$831.6 million of available borrowing capacity under the 2020 ABL Facility.
COVID-19 Impact on Liquidity
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 positioned us well to manage through this crisiseconomic cycles and positionhave positioned us well for the subsequentcurrent recovery.



Cash Flow Comparison of the ThreeNine Months Ended March 31,September 30, 2021 and 2020
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:
Three Months Ended
March 31,
Nine Months Ended
September 30,
(in thousands)(in thousands)20212020(in thousands)20212020
Net cash from operating activitiesNet cash from operating activities$122,071 $38,348 Net cash from operating activities$392,055 $175,095 
Net cash from investing activitiesNet cash from investing activities(30,911)(30,540)Net cash from investing activities(196,590)(83,073)
Net cash from financing activitiesNet cash from financing activities(89,220)(5,582)Net cash from financing activities(208,935)(75,612)
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents57 (629)Effect of exchange rate changes on cash and cash equivalents(150)542 
Net change in cash and cash equivalentsNet change in cash and cash equivalents$1,997 $1,597 Net change in cash and cash equivalents$(13,620)$16,952 
Cash Flows from Operating Activities
Cash provided by operating activities for the threenine months ended March 31,September 30, 2021 was $122.1$392.1 million as compared to $38.3$175.1 million for the threenine months ended March 31,September 30, 2020, an increase of $83.8$217.0 million. The increase was due to an increase of $73.8$213.0 million of net income, adjusted for non-cash items, in addition toand an increase of $9.9$4.0 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 a decrease in prepaid and other assets in the three months ended March 31, 2021 compared to the same period in 2020, partially offset by a decrease in accounts payable and other accrued 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 threenine months ended March 31,September 30, 2021 was $30.9$196.6 million as compared to $30.5$83.1 million for the threenine months ended March 31,September 30, 2020, an increase of $0.4$113.5 million. The increase in cash used in investing activities was driven by a $12.9$73.4 million increase in cash used in the acquisition of businesses, net of cash acquired, a $55.9 million increase in cash used for the purchase of rental equipment and refurbishments, and a $5.8$11.7 million increase in cash used for the purchase of property, plant and equipment. This wasThese increases were partially offset by a $9.9$16.7 million increase
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in proceeds from the sale of rental equipment and a $10.8 million increase in proceeds from sale of property, plant and equipment, and an $8.4 million increase in proceeds from the sale of rental equipment.
Cash Flows from Financing Activities
Cash used in financing activities for the threenine months ended March 31,September 30, 2021 was $89.2$208.9 million as compared to $5.6$75.6 million of cash used in financing activities for the threenine months ended March 31,September 30, 2020, an increase of $83.6$133.3 million. The increase is primarily due to an increase$320.6 million paid in 2021 to repurchase common stock and warrants as well as a decrease of $120.8$2,184.7 million in receipts from borrowing, partially offset by a decrease of $2,291.5 million in repayment of borrowings and an increasea decrease of $81.6$64.6 million in repurchase and cancellationpayment of stock and warrants. This was partially offset by an increase of $126.2 million in receipts from borrowings.



financing costs.
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 workingfund our capital requirements.allocation alternatives. The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow.
Three Months Ended March 31,Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)(in thousands)20212020(in thousands)2021202020212020
Net cash provided by operating activitiesNet cash provided by operating activities$122,071 $38,348 Net cash provided by operating activities$130,447 $61,368 $392,055 $175,095 
Purchase of rental equipment and refurbishmentsPurchase of rental equipment and refurbishments(52,535)(39,648)Purchase of rental equipment and refurbishments(60,374)(42,591)(178,191)(122,273)
Proceeds from sale of rental equipmentProceeds from sale of rental equipment15,202 6,786 Proceeds from sale of rental equipment11,597 13,179 42,034 25,281 
Purchase of property, plant and equipmentPurchase of property, plant and equipment(7,307)(1,518)Purchase of property, plant and equipment(3,386)(5,893)(20,836)(9,079)
Proceeds from the sale of property, plant and equipmentProceeds from the sale of property, plant and equipment13,729 3,840 Proceeds from the sale of property, plant and equipment209 1,982 16,647 5,825 
Free Cash FlowFree Cash Flow$91,160 $7,808 Free Cash Flow$78,493 $28,045 $251,709 $74,849 
Free Cash Flow for the threenine months ended March 31,September 30, 2021 was an inflow of $91.2$251.7 million as compared to an inflow of $7.8$74.8 million for the threenine months ended March 31,September 30, 2020, an increase in Free Cash Flow of $83.4$176.9 million. Free Cash Flow increased year over year principally as a result of the $83.8$217.0 million increase in cash provided by operating activities and partially offset by the $12.9$55.9 million increase in cash used in the purchase of rental equipment and refurbishments. The $122.1$130.4 million in cash provided by operating activities for the three months ended March 31,September 30, 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.

Contractual Obligations
The following table presents information relating to our contractual obligations and commercial commitments as of March 31,September 30, 2021:
(in thousands)TotalLess than 1 yearBetween 1 to 3 yearsBetween 3 to 5 yearsMore 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 liabilities274,833 59,323 91,555 59,320 64,635 
Total$3,179,091 $152,111 $271,956 $2,090,846 $664,178 

(in thousands)TotalLess than 1 yearBetween 1 to 3 yearsBetween 3 to 5 yearsMore than 5 years
Long-term indebtedness, including current portion and interest (a)(b)$3,068,439 $106,545 $203,826 $2,199,390 $558,678 
Payroll tax withholding (c)10,350 5,175 5,175 — — 
Operating lease liabilities276,332 61,275 94,591 61,382 59,084 
Total$3,355,121 $172,995 $303,592 $2,260,772 $617,762 
(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,September 30, 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,September 30, 2021, in addition to the above contractual obligations, the Company has an estimated $14.6$2.7 million of potential long-term tax liabilities, including interest and 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 Company is unable to estimate the years in which settlement will occur with the respective taxing authorities.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements 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 threenine months ended March 31,September 30, 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,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 threenine months ended March 31,September 30, 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 threenine months ended March 31,September 30, 2020 are based on, derived from, and should be read in conjunction with, WillScot’s historical financial statements..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.




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Three Months Ended March 31, 2020Nine Months Ended September 30, 2020
(in thousands)(in thousands)Historical WillScot
(as restated)
Historical Mobile Mini (as reclassified)Pro Forma AdjustmentsPro Forma Condensed Combined(in thousands)Historical WillScotHistorical Mobile Mini (as reclassified)Pro Forma AdjustmentsPro Forma Condensed Combined
Revenues:Revenues:Revenues:
Leasing and services revenue:Leasing and services revenue:Leasing and services revenue:
LeasingLeasing$188,352 $108,228 $— $296,580 Leasing$678,577 $208,374 $— $886,951 
Delivery and installationDelivery and installation51,070 34,033 — 85,103 Delivery and installation187,404 59,999 — 247,403 
Sales revenue:Sales revenue:Sales revenue:
New unitsNew units9,613 4,809 — 14,422 New units38,736 8,402 — 47,138 
Rental unitsRental units6,786 3,506 — 10,292 Rental units25,281 7,465 — 32,746 
Total revenuesTotal revenues255,821 150,576 — 406,397 Total revenues929,998 284,240 — 1,214,238 
Costs:Costs:Costs:
Costs of leasing and services:Costs of leasing and services:Costs of leasing and services:
LeasingLeasing49,809 15,878 — 65,687 Leasing162,344 28,584 — 190,928 
Delivery and installationDelivery and installation43,865 24,522 — 68,387 Delivery and installation153,742 42,476 — 196,218 
Costs of sales:Costs of sales:Costs of sales:
New unitsNew units6,203 3,064 — 9,267 New units25,469 5,457 — 30,926 
Rental unitsRental units3,806 2,137 — 5,943 Rental units16,446 4,625 — 21,071 
Depreciation of rental equipmentDepreciation of rental equipment45,948 7,756 1,167 54,871 (b)Depreciation of rental equipment146,279 15,360 2,334 163,973 (b)
Gross profitGross profit106,190 97,219 (1,167)202,242 Gross profit425,718 187,738 (2,334)611,122 
Expenses:Expenses:Expenses:
Selling, general and administrativeSelling, general and administrative65,537 63,285 (24,651)104,171 (a)Selling, general and administrative304,510 112,969 (80,040)337,439 (a)
Other depreciation and amortizationOther depreciation and amortization3,074 9,736 5,669 18,479 (c)Other depreciation and amortization22,824 19,695 11,397 53,916 (c)
Lease impairment expense and other related chargesLease impairment expense and other related charges1,661 — — 1,661 Lease impairment expense and other related charges3,999 — — 3,999 
Restructuring costsRestructuring costs(60)— — (60)Restructuring costs4,543 — — 4,543 
Currency losses, netCurrency losses, net898 — 901 Currency losses, net147 39 — 186 
Other expense, net276 27 — 303 
Other (income) expense, netOther (income) expense, net(1,757)186 — (1,571)
Operating incomeOperating income25,373 24,168 17,815 67,356 Operating income91,452 54,849 66,309 212,610 
Interest expenseInterest expense28,257 9,261 (6,148)31,370 (d)Interest expense89,810 16,974 (9,808)96,976 (d)
Fair value gain on common stock warrant liabilitiesFair value gain on common stock warrant liabilities(95,329)— — (95,329)Fair value gain on common stock warrant liabilities(46,063)— — (46,063)
Loss on extinguishment of debtLoss on extinguishment of debt42,401 — (19,682)22,719 (e)
Income before income taxIncome before income tax92,445 14,907 23,963 131,315 Income before income tax5,304 37,875 95,799 138,978 
Income tax expense790 6,606 6,110 13,506 (e)
Income tax (benefit) expenseIncome tax (benefit) expense(66,170)12,330 76,140 22,300 (f)
Net incomeNet income91,655 8,301 17,853 117,809 Net income71,474 25,545 19,659 116,678 
Net loss attributable to non-controlling interest, net of tax(130)— 130 — (f)
Net income attributable to non-controlling interest, net of taxNet income attributable to non-controlling interest, net of tax1,213 — (1,213)— (g)
Net income attributable to WillScot Mobile MiniNet income attributable to WillScot Mobile Mini$91,785 $8,301 $17,723 $117,809 Net income attributable to WillScot Mobile Mini$70,261 $25,545 $20,872 $116,678 








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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.Merger.
(d)Reflects the incrementaladjustment for 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)Represents the elimination of the one-time loss on extinguishment of debt in connection with the repayment of the 2022 Secured Notes and the 2017 ABL Facility.
(f)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. In addition, the three and nine months ended September 30, 2020 included adjustments of $54.1 million and $56.8 million, respectively, to eliminate the reversal of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger.
(f)(g)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:
ThreeNine Months Ended March 31,September 30, 2020
(in thousands)2020
ABL Facility interest$(2,604)(2,561)
2022 Secured Notes interest(5,316)(10,631)
2025 Secured Notes interest9,95318,247 
Mobile Mini debt interest(8,712)(15,921)
Deferred financing fee amortization5311,058 
Net pro forma adjustment$(6,148)(9,808)

Reconciliation of Pro Forma Adjusted EBITDA
The following unaudited table provides a reconciliation of Net income (loss) to pro forma unaudited adjusted EBITDA:
ThreeNine Months Ended March 31,September 30, 2020
(in thousands)2020
Net Income - as restatedincome$117,809116,678 
Income tax expense13,50622,300 
Interest expenseLoss on extinguishment of debt31,370 
Depreciation and amortization73,35022,719 
Fair value gain on common stock warrant liabilities(95,329)(46,063)
Interest expense96,976 
Depreciation and amortization217,889 
Currency losses, net901186 
Restructuring costs, lease impairment expense, other related charges1,6018,542 
Integration costs1,68510,921 
Stock compensation expense4,46912,359 
Other584,274 
Adjusted EBITDA$149,420466,781 

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Reconciliation of Pro Forma Net Income Excluding Gain/Loss from Warrants
The following unaudited table provides a reconciliation of Net income to pro forma unaudited net income excluding gain/loss from warrants:
Nine Months Ended September 30,
(in thousands)2020
Net income$116,678 
Fair value gain on common stock warrant liabilities(46,063)
Net income excluding gain/loss from warrants$70,615 

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/A for the year ended December 31, 2020.2020 (the "2020 Annual Report on Form 10-K/A").
There were no significant changes to our critical accounting policies during the threenine months ended March 31,September 30, 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 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 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 Merger with Mobile Mini;
operational, economic, political and 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 and levels of end market demand;
the impact of the global pandemic related to COVID-19, including the financial condition of the Company’s customers and suppliers and employee health and safety;
risks associated with cybersecurity and IT systems disruptions, including our ability to manage the business in the event a disaster shuts down our 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 effectively compete in the modular space, portable storage and tank and pump industries;
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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 in existing markets;
the effect of changes in state building codes on our ability to remarket our buildings;
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;
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 2020 Annual Report on Form 10-K/A for the year ended December 31, 2020)A), 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.

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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 $1.4$1.6 billion inin outstanding principal under the ABL Facility at March 31,September 30, 2021.
In order to manage this risk, on November 6, 2018, WSII entered into an interest rate swap agreement that effectively converts $400$400.0 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 raterate of 4.93%4.92% on the $400$400.0 million notional amount, when including the current applicable margin.
AnAn 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 $2.2approximately $2.7 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 March 31,September 30, 2021. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of 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 AprilSeptember 30, 2021. We believe we have remediated this material weakness and will test the operational effectiveness of the control during 2021.
Changes in Internal Controls
During the second quarter of 2021, our legacy WillScot business began using the enterprise resource planning system (“ERP”) utilized by the legacy Mobile Mini business. We believe that consolidation of our operations into a single ERP will improve the overall system of internal controls over financial reporting, enable us to standardize processes across our business and facilitate the realization of cost savings. We completed the system conversion in the second quarter of 2021, and as a result, modified certain internal controls over financial reporting. During the third quarter of 2021, certain internal control processes were updated to reflect the ERP implementation.
Other than the item discussed above, there were no changes in our internal control over financial reporting that occurred during our quarter ended March 31,September 30, 2021 that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II

ITEM 1.    Legal Proceedings
The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business. The Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required. As of March 31,September 30, 2021, there were nowith respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material pending legal proceedings in which weadverse effect on the consolidated financial position, results of operations, or anycash flows. However, the outcome of our subsidiaries are a party orsuch matters is inherently unpredictable and subject to which any of our property is subject.significant uncertainties.

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 2020 Annual Report on Form 10-K/A, for the year ended December 31, 2020, which have not materially changed.changed, except as noted below.
Government imposed COVID-19 vaccine mandates could adversely affect our ability to retain and attract employees which could have a material adverse impact on our business and results of operations.
On November 4, 2021, the Occupational Safety and Health Administration (“OSHA”) issued an Emergency Temporary Standard (“ETS”) requiring that all employers with at least 100 employees ensure that their U.S.-based employees are fully vaccinated for COVID-19 or obtain a negative COVID-19 test at least once a week. As a company with more than 100 employees, we would be required to mandate COVID-19 vaccination of our workforce or require our unvaccinated employees to be tested on a weekly basis. Although this ETS takes effect immediately, it also serves as a proposal under Section 6(b) of the Occupational Safety and Health Act for a final standard. It remains unclear, among other things, if the final OSHA standard will apply to all employees or only to employees who work in an office, and how compliance will be documented. President Biden also issued an Executive Order requiring certain COVID-19 precautions for U.S. Government contractors and their subcontractors, which would include us, including mandatory employee vaccination (subject to medical and religious exemptions). It is not currently possible to predict with any certainty the exact impact on the Company of the OSHA ETS or the requirements for U.S. Government contractors and their subcontractors.
The requirement to mandate COVID-19 vaccination of our workforce or require our unvaccinated employees to be tested weekly could result in employee attrition and difficulty securing future labor needs, which could adversely affect our business, financial condition or results of operations.


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ITEM 2.    Unregistered Sales of Equity Securities
The following table summarizes our purchase of Common Stock during the firstthird quarter of 2021:
PeriodTotal 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, 20213.1$26.00 3.1$133.9 
Total3.1 $26.00 3.1 
PeriodTotal Number of Shares and Equivalents Purchased (in millions)Average Price Paid
per Share
Total Number of Shares and Equivalents Purchased as part of Publicly Announced Plan (in millions)Maximum Dollar Value of Shares and Equivalents that May Yet Be Purchased Under the Plans (in millions)
July 1, 2021 to July 31, 20211.0 $27.54 1.0$220.2 
August 1, 2021 to August 31, 20210.1 $25.43 0.1$218.3 
September 1, 2021 to September 30, 20212.7$28.59 2.7$142.2 
Total3.8 $28.24 3.8 

On August 7, 2020, the Company's Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $250$250.0 million of its outstanding shares of Common Stock and equivalents. On April 29, 2021, the Company's Board of Directors approved an increase to the authorized amount under the stock repurchase program that authorizes the Company to repurchase up to $500.0 million of its outstanding shares of Common Stock and equivalents. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting, and other considerations. As of March 31,September 30, 2021, $133.9$142.2 million remained of the $250$500.0 million share repurchase authorization.
On April 29, In October of 2021, the Company's Board of Directors approved an increase toreplaced the authorized amount under the stockexisting share repurchase program with a new share repurchase program that authorizes the Company to repurchase up to $500 million$1.0 billion of its outstanding shares of Common Stock and equivalents.

ITEM 3.    Defaults Upon Senior Securities
None.

ITEM 4.    Mine Safety Disclosures
Not applicable.

ITEM 5.    Other Information
None.


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ITEM 6.    Exhibits
Exhibit No.Exhibit Description
*
*
**
**
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL 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


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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WillScot Mobile Mini Holdings Corp.
By:/s/ CHRISTOPHER J. MINER
Dated:May 10,November 5, 2021Christopher J. Miner
Executive Vice President & Chief Legal Officer




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