UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022March 31, 2023
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-20220930_g1.jpgWSMM Holdings Corp Logo.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, including zip code)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)
WSCTWOTC Markets Group Inc.
(1) Issued in connection with the registrant's acquisition of Modular Space Holding, Inc. in August 2018, which are exercisable for one share of the registrant's common stock at an exercise price of $15.50 per share.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
Shares of Common Stock, par value $0.0001 per share, outstanding: 208,889,811outstanding: 202,317,982 shares at November 1, 2022.April 24, 2023.





WILLSCOT MOBILE MINI HOLDINGS CORP.
Quarterly Report on Form 10-Q
Table of Contents
PART I Financial Information
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30,March 31, 2023 and 2022 and 2021


2



ITEM 1.    Financial Statements

WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)March 31, 2023 (unaudited)December 31, 2022
Assets
Cash and cash equivalents$15,918 $7,390 
Trade receivables, net of allowances for credit losses at March 31, 2023 and December 31, 2022 of $61,402 and $57,048, respectively415,344 409,766 
Inventories42,007 41,030 
Prepaid expenses and other current assets42,684 31,635 
Assets held for sale - current8,924 31,220 
Total current assets524,877 521,041 
Rental equipment, net3,128,061 3,077,287 
Property, plant and equipment, net305,608 304,659 
Operating lease assets219,926 219,405 
Goodwill1,011,513 1,011,429 
Intangible assets, net413,188 419,125 
Other non-current assets6,578 6,683 
Assets held for sale - non-current— 268,022 
Total long-term assets5,084,874 5,306,610 
Total assets$5,609,751 $5,827,651 
Liabilities and equity
Accounts payable$92,057 $108,071 
Accrued expenses120,838 110,820 
Accrued employee benefits28,803 56,340 
Deferred revenue and customer deposits199,274 203,793 
Operating lease liabilities - current51,076 50,499 
Current portion of long-term debt13,514 13,324 
Liabilities held for sale - current— 19,095 
Total current liabilities505,562 561,942 
Long-term debt2,876,453 3,063,042 
Deferred tax liabilities464,798 401,453 
Operating lease liabilities - non-current169,914 169,618 
Other non-current liabilities29,100 18,537 
Liabilities held for sale - non-current— 47,759 
Long-term liabilities3,540,265 3,700,409 
Total liabilities4,045,827 4,262,351 
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2023 and December 31, 2022— — 
Common Stock: $0.0001 par, 500,000,000 shares authorized and 203,723,099 and 207,951,682 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively21 21 
Additional paid-in-capital2,667,424 2,886,951 
Accumulated other comprehensive loss(62,855)(70,122)
Accumulated deficit(1,040,666)(1,251,550)
Total shareholders' equity1,563,924 1,565,300 
Total liabilities and shareholders' equity$5,609,751 $5,827,651 
(in thousands, except share data)September 30, 2022December 31, 2021
Assets
Cash and cash equivalents$15,442 $12,699 
Trade receivables, net of allowances for credit losses of $56,127 and $46,160, respectively439,309 368,856 
Inventories44,873 32,092 
Prepaid expenses and other current assets39,691 36,539 
Assets held for sale - current951 32,854 
Total current assets540,266 483,040 
Rental equipment, net3,227,735 2,946,008 
Property, plant and equipment, net311,526 282,247 
Operating lease assets225,955 235,344 
Goodwill1,064,582 1,078,699 
Intangible assets, net431,291 451,928 
Other non-current assets8,909 10,797 
Assets held for sale - non-current— 285,536 
Total long-term assets5,269,998 5,290,559 
Total assets$5,810,264 $5,773,599 
Liabilities and equity
Accounts payable$160,262 $110,270 
Accrued expenses123,300 95,592 
Accrued employee benefits53,477 65,927 
Deferred revenue and customer deposits212,005 159,612 
Operating lease liabilities - current51,971 51,103 
Current portion of long-term debt13,497 11,968 
Liabilities held for sale - current— 23,173 
Total current liabilities614,512 517,645 
Long-term debt2,935,800 2,676,985 
Deferred tax liabilities385,854 337,784 
Operating lease liabilities - non-current174,777 184,199 
Other non-current liabilities18,182 15,737 
Liabilities held for sale - non-current— 44,486 
Long-term liabilities3,514,613 3,259,191 
Total liabilities4,129,125 3,776,836 
Commitments and contingencies (see Note 17)
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding— — 
Common Stock: $0.0001 par, 500,000,000 shares authorized and 211,243,820 and 223,939,527 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively22 22 
Additional paid-in capital3,112,076 3,616,902 
Accumulated other comprehensive loss(93,009)(29,071)
Accumulated deficit(1,337,950)(1,591,090)
Total shareholders' equity1,681,139 1,996,763 
Total liabilities and shareholders' equity$5,810,264 $5,773,599 

See the accompanying notes which are an integral part of these condensed consolidated financial statements.
3


WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31,
(in thousands, except share and per share data)20232022
Revenues:
Leasing and services revenue:
Leasing$439,951 $351,559 
Delivery and installation106,630 85,539 
Sales revenue:
New units10,657 5,787 
Rental units8,230 8,286 
Total revenues565,468 451,171 
Costs:
Costs of leasing and services:
Leasing97,515 80,334 
Delivery and installation75,007 70,580 
Costs of sales:
New units6,208 3,756 
Rental units4,454 4,892 
Depreciation of rental equipment59,156 57,548 
Gross profit323,128 234,061 
Expenses:
Selling, general and administrative150,892 138,144 
Other depreciation and amortization17,173 15,362 
Currency losses, net6,775 137 
Other income, net(3,359)(1,283)
Operating income151,647 81,701 
Interest expense44,866 30,570 
Income from continuing operations before income tax106,781 51,131 
Income tax expense from continuing operations30,510 12,083 
Income from continuing operations76,271 39,048 
Discontinued operations:
Income from discontinued operations before income tax4,003 15,787 
Gain on sale of discontinued operations176,078 — 
Income tax expense from discontinued operations45,468 3,664 
Income from discontinued operations134,613 12,123 
Net income$210,884 $51,171 
Earnings per share from continuing operations attributable to WillScot Mobile Mini common shareholders:
Basic$0.37 $0.17 
Diluted$0.36 $0.17 
Earnings per share from discontinued operations attributable to WillScot Mobile Mini common shareholders:
Basic$0.65 $0.06 
Diluted$0.64 $0.05 
Earnings per share attributable to WillScot Mobile Mini common shareholders:
Basic$1.02 $0.23 
Diluted$1.00 $0.22 
Weighted average shares:
Basic206,092,169 223,490,912 
Diluted209,663,985 228,955,504 

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 Operations (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except share and per share data)2022202120222021
Revenues:
Leasing and services revenue:
Leasing$447,535 $342,599 $1,226,206 $965,894 
Delivery and installation132,837 91,910 341,027 252,914 
Sales revenue:
New units9,901 15,370 26,232 35,915 
Rental units13,900 11,168 38,874 40,911 
Total revenues604,173 461,047 1,632,339 1,295,634 
Costs:
Costs of leasing and services:
Leasing111,898 77,967 288,774 222,747 
Delivery and installation95,680 74,221 256,130 209,963 
Costs of sales:
New units6,007 11,175 15,469 24,322 
Rental units7,097 5,468 21,123 22,441 
Depreciation of rental equipment69,159 52,990 192,228 165,027 
Gross profit314,332 239,226 858,615 651,134 
Expenses:
Selling, general and administrative145,444 127,346 445,319 356,651 
Other depreciation and amortization17,066 16,459 50,895 51,793 
Lease impairment expense and other related charges— 601 254 2,328 
Restructuring costs— 1,856 (86)11,956 
Currency losses, net236 127 247 196 
Other (income) expense, net(2,526)1,475 (7,642)202 
Operating income154,112 91,362 369,628 228,008 
Interest expense38,165 29,006 102,362 87,793 
Fair value loss on common stock warrant liabilities— — — 26,597 
Loss on extinguishment of debt— — — 5,999 
Income from continuing operations before income tax115,947 62,356 267,266 107,619 
Income tax expense from continuing operations30,219 5,243 67,167 32,341 
Income from continuing operations85,728 57,113 200,099 75,278 
Discontinued operations:
Income from discontinued operations before income tax10,802 5,391 24,488 14,255 
Income tax expense from discontinued operations1,986 1,401 5,496 3,612 
Gain on sale of discontinued operations34,049 — 34,049 — 
Income from discontinued operations42,865 3,990 53,041 10,643 
Net income$128,593 $61,103 $253,140 $85,921 
Comprehensive Income

(Unaudited)


4


Earnings per share from continuing operations:
Basic$0.40 $0.25 $0.91 $0.33 
Diluted$0.39 $0.24 $0.89 $0.32 
Earnings per share from discontinued operations:
Basic$0.20 $0.02 $0.24 $0.05 
Diluted$0.20 $0.02 $0.24 $0.05 
Earnings per share:
Basic$0.60 $0.27 $1.15 $0.38 
Diluted$0.59 $0.26 $1.13 $0.37 
Weighted average shares:
Basic213,636,876 225,998,202 219,312,260 227,557,664 
Diluted217,927,725 231,868,397 223,933,319 234,084,800 

Three Months Ended
March 31,
(in thousands)20232022
Net income$210,884 $51,171 
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income tax expense of $0 for each of the three months ended March 31, 2023 and 20227,934 (4,074)
Net (loss) gain on derivatives, net of income tax (benefit) expense of $(222) and $777 for the three months ended March 31, 2023 and 2022, respectively(667)2,321 
Total other comprehensive income (loss)7,267 (1,753)
Total comprehensive income$218,151 $49,418 

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 (Unaudited)Changes in Equity
Three Months Ended September 30,Nine Months Ended
September 30,
(in thousands)2022202120222021
Net income$128,593 $61,103 $253,140 $85,921 
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of income tax expense of $0 for both the three and nine months ended September 30, 2022 and $0 and $60 for the three and nine months ended September 30, 2021, respectively.(37,733)(11,162)(67,435)(3,035)
Net change in derivatives, net of income tax expense of $676 for the three months ended September 30, 2021, and $1,171 and $1,999 for the nine months ended September 30, 2022 and 2021, respectively.— 2,206 3,497 6,529 
Total other comprehensive (loss) income(37,733)(8,956)(63,938)3,494 
Total comprehensive income$90,860 $52,147 $189,202 $89,415 
(Unaudited)
Three Months Ended March 31, 2023
 Common StockAdditional Paid-in-CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' Equity
(in thousands)SharesAmount
Balance at December 31, 2022207,952 $21 $2,886,951 $(70,122)$(1,251,550)$1,565,300 
Net income— — — — 210,884 210,884 
Other comprehensive income— — — 7,267 — 7,267 
Withholding taxes on net share settlement of stock-based compensation— — (10,058)— — (10,058)
Stock-based compensation and issuance of Common Stock from vesting355 — 8,150 — — 8,150 
Repurchase and cancellation of Common Stock(4,589)— (217,687)— — (217,687)
Issuance of Common Stock from the exercise of options— 68 — — 68 
Balance at March 31, 2023203,723 $21 $2,667,424 $(62,855)$(1,040,666)$1,563,924 

Three Months Ended March 31, 2022
Common StockAdditional Paid-in-CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Shareholders' Equity
(in thousands)SharesAmount
Balance at December 31, 2021223,940 $22 $3,616,902 $(29,071)$(1,591,090)$1,996,763 
Net income— — — — 51,171 51,171 
Other comprehensive loss— — — (1,753)— (1,753)
Withholding taxes on net share settlement of stock-based compensation— — (12,295)— — (12,295)
Stock-based compensation and issuance of Common Stock from vesting498 — 6,395 — — 6,395 
Repurchase and cancellation of Common Stock and warrants(2,064)— (77,409)— — (77,409)
Issuance of Common Stock from the exercise of options and warrants800 — 3,313 — — 3,313 
Balance at March 31, 2022223,174 $22 $3,536,906 $(30,824)$(1,539,919)$1,966,185 

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 (Unaudited)
Nine Months Ended September 30, 2022
 Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Shareholders' Equity
(in thousands)SharesAmount
Balance at December 31, 2021223,940 $22 $3,616,902 $(29,071)$(1,591,090)$1,996,763 
Net income— — — — 51,171 51,171 
Other comprehensive loss— — — (1,753)— (1,753)
Stock-based compensation and issuance of Common Stock from vesting498 — 6,395 — — 6,395 
Repurchase and cancellation of Common Stock and warrants(2,064)— (77,409)— — (77,409)
Issuance of Common Stock from the exercise of options and warrants800 — 3,313 — — 3,313 
Withholding taxes on net share settlement of stock-based compensation— — (12,295)— — (12,295)
Balance at March 31, 2022223,174 22 3,536,906 (30,824)(1,539,919)1,966,185 
Net income— — — — 73,376 73,376 
Other comprehensive loss— — — (24,452)— (24,452)
Stock-based compensation and issuance of Common Stock from vesting70 — 9,292 — — 9,292 
Repurchase and cancellation of Common Stock and warrants(7,222)— (249,515)— — (249,515)
Issuance of Common Stock from the exercise of options and warrants69 — 139 — — 139 
Withholding taxes on net share settlement of stock-based compensation— — (1,075)— — (1,075)
Balance at June 30, 2022216,091 22 3,295,747 (55,276)(1,466,543)1,773,950 
Net income— — — — 128,593 128,593 
Other comprehensive loss— — — (37,733)— (37,733)
Stock-based compensation and issuance of Common Stock from vesting26 — 6,941 — — 6,941 
Repurchase and cancellation of Common Stock(5,271)— (197,457)— — (197,457)
Issuance of Common Stock from the exercise of options398 — 7,363 — — 7,363 
Withholding taxes on net share settlement of stock-based compensation— — (518)— — (518)
Balance at September 30, 2022211,244 $22 $3,112,076 $(93,009)$(1,337,950)$1,681,139 
Cash Flows

(Unaudited)
7



Nine Months Ended September 30, 2021
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossAccumulated 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 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 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)20232022
Operating activities:
Net income$210,884 $51,171 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization76,329 81,820 
Provision for credit losses8,803 8,601 
Gain on sale of discontinued operations(176,078)— 
Gain on sale of rental equipment and other property, plant and equipment(3,396)(3,232)
Amortization of debt discounts and debt issuance costs2,743 3,489 
Stock-based compensation expense8,150 6,395 
Deferred income tax expense63,699 12,362 
Loss on foreign currency forward contract7,715 — 
Unrealized currency losses, net(1,042)86 
Other1,087 914 
Changes in operating assets and liabilities:
Trade receivables(10,954)(12,064)
Inventories(350)(7,122)
Prepaid expenses and other assets(3,049)(9,042)
Operating lease assets and liabilities345 268 
Accounts payable and other accrued expenses(32,694)(1,239)
Deferred revenue and customer deposits(3,427)13,120 
Net cash provided by operating activities148,765 145,527 
Investing activities:
Proceeds from sale of discontinued operations403,992 — 
Acquisitions, net of cash acquired(78,503)(57,457)
Proceeds from sale of rental equipment7,781 14,554 
Purchase of rental equipment and refurbishments(47,128)(95,236)
Payment for settlement of foreign currency forward contract(7,715)— 
Proceeds from the sale of property, plant and equipment258 260 
Purchase of property, plant and equipment(6,736)(10,481)
Net cash provided by (used in) investing activities271,949 (148,360)
Financing activities:
Receipts from issuance of Common Stock from the exercise of options68 3,313 
Repurchase and cancellation of Common Stock and warrants(215,098)(77,708)
Receipts from borrowings363,800 152,500 
Repayment of borrowings(558,300)(59,000)
Principal payments on finance lease obligations(3,499)(5,224)
Taxes paid on employee stock awards(10,058)(12,295)
Net cash (used in) provided by financing activities(423,087)1,586 
Effect of exchange rate changes on cash and cash equivalents517 (131)
Net change in cash and cash equivalents(1,856)(1,378)
Cash and cash equivalents at the beginning of the period17,774 12,699 
Cash and cash equivalents at the end of the period$15,918 $11,321 
Supplemental cash flow information:
Interest paid, net$39,570 $22,197 
Income taxes paid, net$5,653 $2,606 
Assets acquired under capital leases$8,907 $7,011 
Capital expenditures accrued or payable$17,786 $28,433 

See the accompanying notes which are an integral part of these condensed consolidated financial statements.
8



WillScot Mobile Mini Holdings Corp.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30,
(in thousands)20222021
Operating activities:
Net income$253,140 $85,921 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization257,371 235,536 
Provision for credit losses26,018 26,661 
Gain on sale of discontinued operations(34,049)— 
Gain on sale of rental equipment and other property, plant and equipment(21,698)(25,327)
Amortization of debt discounts and debt issuance costs9,795 10,554 
Fair value loss on common stock warrant liabilities— 26,597 
Loss on extinguishment of debt— 5,999 
Stock-based compensation expense22,628 21,674 
Deferred income tax expense56,812 28,140 
Unrealized currency losses, net171 34 
Other2,976 — 
Changes in operating assets and liabilities:
Trade receivables(101,895)(93,592)
Inventories(13,623)(7,311)
Prepaid expenses and other assets(9,446)3,118 
Operating lease assets and liabilities851 59 
Accounts payable and other accrued expenses43,565 48,336 
Deferred revenue and customer deposits51,622 25,656 
Net cash provided by operating activities544,238 392,055 
Investing activities:
Proceeds from sale of discontinued operation319,543 — 
Acquisitions, net of cash acquired(208,663)(56,244)
Proceeds from sale of rental equipment52,263 42,034 
Purchase of rental equipment and refurbishments(360,465)(178,191)
Proceeds from sale of property, plant and equipment1,645 16,647 
Purchase of property, plant and equipment(30,253)(20,836)
Net cash used in investing activities(225,930)(196,590)
Financing activities:
Receipts from issuance of Common Stock from the exercise of options10,815 7,315 
Repurchase and cancellation of Common Stock and warrants(515,684)(320,562)
Receipts from borrowings763,177 551,063 
Repayment of borrowings(510,677)(423,591)
Payment of financing costs(8,130)— 
Payment of debt extinguishment premium costs— (3,705)
Principal payments on finance lease obligations(39,336)(12,321)
Taxes paid on employee stock awards(13,888)(7,134)
Net cash used in financing activities(313,723)(208,935)
Effect of exchange rate changes on cash and cash equivalents(1,842)(150)
Net change in cash and cash equivalents2,743 (13,620)
Cash and cash equivalents at the beginning of the period12,699 24,937 
Cash and cash equivalents at the end of the period$15,442 $11,317 
Supplemental cash flow information:
Interest paid 1
$88,231 $75,423 
Income taxes paid, net$17,598 $6,124 
Capital expenditures accrued or payable$40,385 $35,819 
1Includes $8,986 of payments related to the interest rate swap for the nine months ended September 30, 2021.
See the accompanying notes which are an integral part of these condensed consolidated financial statements.
97


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 business services provider specializing in innovative flexible work space and portable storage solutions in the United States (“US”), Canada, Mexico and the United Kingdom ("UK").Mexico. The Company leases, sells, delivers and installs mobilemodular space solutions and portable storage products through an integrated network of branch locations that spans North America and the UK.America.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented.
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 three and nine months ended September 30, 2022March 31, 2023 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Reclassifications
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.
Recently Issued and Adopted Accounting Standards
In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")No. 2021-08, BBusinessusiness Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("("ASU 2021-08"). ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09,FASB Accounting Standards Codification 606, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). The Company adopted ASU 2021-08 is effective for annual periods beginning after December 15, 2022, including interim periods therein, with earlyon January 1, 2023 on a prospective basis. The adoption permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will dependASU did not have a material impact on the contract assets and liabilities acquired in future business combinations.Company's financial statements or related disclosures.

NOTE 2 - Acquisitions
On July 1, 2020,WillScot Mobile Mini is the holding company for the Williams Scotsman and Mobile Mini family of companies, which resulted from the combination of WillScot Corporation (“WillScot”), and Mobile Mini, Inc. (“Mobile Mini”) mergedthrough a merger that occurred on July 1, 2020 (the “Merger”"Merger"). Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.”
Asset Acquisitions
During the thirdfirst quarter of 2022,2023, the Company acquired certain assets and liabilities of several smaller entities,two regional and local storage and modular companies, which consisted primarily of approximately 7,600300 storage units and 3,000500 modular units for $104.7$79.6 million in cash. During the first six months of 2022, the Company acquired certain assets and liabilities of several smaller entities, which consisted primarily of approximately 4,100 storage units and 1,400 modular units, for $103.9 million in cash. The accompanying consolidated financial statements include $202.3 million of rental equipment as a result of 2022 acquisitions.
During the third quarter of 2021, the Company acquired certain assets and liabilities of several smaller entities, which consisted primarily of approximately 11,000 storage units and 400 modular units for $56.3 million in cash. As a result of these acquisitions, the Company recognized $53.0$70.4 million of rental equipment and $3.0$4.5 million of land in its consolidated balance sheet.held for sale as of March 31, 2023 as a result of these acquisitions. A sale of the acquired land is expected to close before the end of the year.
Integration Costs
The Company recorded $3.9 million and $8.2$4.1 million in integration costs related to asset acquisitions and the Merger within selling, general and administrative ("SG&A") expense during the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively, and $13.2 million and $23.2 million in integration costs related to acquisitions and the Merger during the nine months ended September 30, 2022 and 2021, respectively.

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NOTE 3 - Discontinued Operations
Tank and Pump Divestiture
On August 19,September 30, 2022, the Company entered into a stock purchase agreement to sellsold its former Tank and Pump Solutions ("Tank and Pump") businesssegment for approximately $323$321.9 million. The sale transaction was completed on September 30, 2022. Exiting the former Tank and Pump businesssegment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses. In accordance with ASC 360, Property, Plant, and Equipment, the Company ceased recording depreciation and amortization for Tank and Pump rental fleet, property, plant and equipment, and operating lease assets during the third quarter of 2022 when the Tank and Pump business initially qualified as held for sale. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the Company determined that theThe criteria for discontinued operations presentation were met during the third quarter of 2022 and results for the former Tank and Pump segment are reported in income from discontinued operations within the consolidated statements of operations for periods presented prior to September 30, 2022.
As part of the divestiture,UK Storage Solutions Divestiture
On December 12, 2022, the Company entered into a customary transition servicesstock purchase agreement with the buyer to assist them in the transition of certain functions, including, but not limited to, information technology, accounting and human resources, for a period of six months with an optionsell its former UK Storage Solutions segment. The sale transaction was completed on January 31, 2023. Total cash consideration for the buyertransaction was $418.1 million. Exiting the former UK Storage Solutions segment represented the Company’s strategic shift to extendconcentrate its operations on its core modular and storage businesses in North America. The criteria for discontinued operations presentation were met during the agreementfourth quarter of 2022 and results for a periodthe former UK Storage Solutions segment are reported in income from discontinued operations within the consolidated statements of up to twelve months. There will be no significant continuing involvement withoperations for all periods presented. The carrying value of the Tankformer UK Storage Solutions segment's assets and Pump business after its disposal.liabilities are presented within assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2022.
The following tables present the results of the former Tank and Pump segment and the former UK Storage Solutions segment as reported in income from discontinued operations within the condensed consolidated statements of operations, for the three and nine months ended September 30, 2022 and 2021 and the carrying value of the divested business'former UK Storage Solutions segment's assets and liabilities as presented within assets and liabilities held for sale on the condensed consolidated balance sheet assheet.
Three Months Ended March 31, 2023
(in thousands)UK Storage Solutions
Revenues:
Leasing and services revenue:
Leasing$6,389 
Delivery and installation1,802 
Sales revenue:
New units54 
Rental units449 
Total revenues8,694 
Costs:
Costs of leasing and services:
Leasing1,407 
Delivery and installation1,213 
Costs of sales:
New units38 
Rental units492 
Gross profit5,544 
Expenses:
Selling, general and administrative1,486 
Other income, net(1)
Operating income4,059 
Interest expense56 
Income from discontinued operations before income tax4,003 
Gain on sale of discontinued operations175,708 
Income tax expense from discontinued operations45,468 
Income from discontinued operations$134,243 
Other selected data:
Adjusted EBITDA from discontinued operations$4,124 
In January 2023, a $0.4 million adjustment was made to the gain on sale of Decemberthe former Tank and Pump segment due to the final contractual working capital adjustment. Including this adjustment, the total gain on sale of discontinued operations was $176.1 million for the three months ended March 31, 2021.
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Revenues:
Leasing and services revenue:
Leasing$22,432 $20,797 $65,572 $56,343 
Delivery and installation10,121 7,789 27,665 21,969 
Sales revenue:
New units842 490 2,202 1,908 
Rental units593 429 917 1,123 
Total revenues33,988 29,505 96,356 81,343 
Costs:
Costs of leasing and services:
Leasing4,913 4,481 13,828 12,628 
Delivery and installation8,634 6,770 23,285 18,317 
Costs of sales:
New units633 324 1,636 1,338 
Rental units238 135 310 429 
Depreciation of rental equipment1,822 3,472 8,145 10,026 
Gross profit17,748 14,323 49,152 38,605 
Expenses:
Selling, general and administrative5,544 6,381 18,045 16,792 
Other depreciation and amortization1,274 2,355 6,103 6,967 
Other (expense) income, net(16)
Operating income10,946 5,586 25,000 14,839 
Interest expense144 195 512 584 
Income from discontinued operations before income tax10,802 5,391 24,488 14,255 
Income tax expense from discontinued operations1,986 1,401 5,496 3,612 
Income from discontinued operations$8,816 $3,990 $18,992 $10,643 
Other selected data:
Adjusted EBITDA$13,048 $10,946 $37,016 $29,870 
2023.
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Three Months Ended March 31, 2022
(in thousands)Tank and PumpUK Storage SolutionsTotal
Revenues:
Leasing and services revenue:
Leasing$21,062 $20,571 $41,633 
Delivery and installation8,325 6,467 14,792 
Sales revenue:
New units682 128 810 
Rental units214 274 488 
Total revenues30,283 27,440 57,723 
Costs:
Costs of leasing and services:
Leasing4,307 4,237 8,544 
Delivery and installation7,011 3,924 10,935 
Costs of sales:
New units507 63 570 
Rental units95 157 252 
Depreciation of rental equipment3,530 1,138 4,668 
Gross profit14,833 17,921 32,754 
Expenses:
Selling, general and administrative6,212 6,117 12,329 
Other depreciation and amortization2,416 1,825 4,241 
Currency losses, net— 
Other expense (income), net19 (45)(26)
Operating income6,186 10,023 16,209 
Interest expense178 244 422 
Income from discontinued operations before income tax6,008 9,779 15,787 
Income tax expense from discontinued operations1,513 2,151 3,664 
Income from discontinued operations$4,495 $7,628 $12,123 
Other selected data:
Adjusted EBITDA from discontinued operations$11,506 $12,544 $24,050 
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December 31, 2022
(in thousands)December 31, 2021UK Storage Solutions
Assets
Cash and cash equivalents$10,384 
Trade receivables, net of allowances for doubtful accounts of $1,469$300$31,03115,991 
Inventories6473,058 
Prepaid expenses and other current assets2221,787 
Rental Equipment,equipment, net134,973165,853 
Property, plant and equipment, net29,93120,645 
Operating lease assets11,72015,134 
Goodwill100,10758,144 
Intangible assets, net8,7506,414 
Other non-current assets551,832 
Total assets held for sale$317,436299,242 
Liabilities
Accounts payable$8,0014,515 
Accrued expenses4,6033,273 
Accrued employee benefits2,4871,009 
Deferred revenue and customer deposits276,850 
Deferred tax liabilities17,09529,737 
Operating lease liabilities11,95915,192 
Other non-current liabilities23,4876,278 
Total liabilities held for sale$67,65966,854 
At December 31, 2021, assets held for sale of $1.0 million were not related to the Tank and Pump business and were excluded from the table above.
For the ninethree months ended September 30,March 31, 2022 and 2021,, significant operating and investing items related to the former Tank and Pump businesssegment were as follows:
Nine Months Ended September 30,
(in thousands)20222021
Operating activities of discontinued operations:
Depreciation and amortization$14,248 $16,993 
Investing activities of discontinued operations:
Proceeds from sale of rental equipment$917 $1,123 
Purchase of rental equipment and refurbishments$(19,064)$(11,093)
Proceeds from sale of property, plant and equipment$— $170 
Purchase of property, plant and equipment$(403)$(1,220)
Three Months Ended March 31,
(in thousands)2022
Operating activities of discontinued operations:
Depreciation and amortization$5,946 
Investing activities of discontinued operations:
Proceeds from sale of rental equipment$214 
Purchases of rental equipment and refurbishments$(7,873)
Purchases of property, plant and equipment$(82)
1211


The following table presents a reconciliation of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former Tank and Pump segment for the three months ended March 31, 2022. See Note 16 for further information regarding Adjusted EBITDA.
Three Months Ended March 31,
(in thousands)2022
Income from discontinued operations$4,495 
Income tax expense from discontinued operations1,513 
Income from discontinued operations before income tax6,008 
Interest expense178 
Depreciation and amortization5,946 
Stock compensation expense104 
Other(730)
Adjusted EBITDA from discontinued operations$11,506 
For the three months ended March 31, 2023 and 2022, significant operating and investing items related to the former UK Storage Solutions segment were as follows:
Three Months Ended March 31,
(in thousands)20232022
Operating activities of discontinued operations:
Depreciation and amortization$— $2,963 
Investing activities of discontinued operations:
Proceeds from sale of rental equipment$514 $274 
Purchases of rental equipment and refurbishments$(371)$(9,615)
Proceeds from sale of property, plant and equipment$$255 
Purchases of property, plant and equipment$(64)$(2,265)
The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the Tank and Pump businessformer UK Storage Solutions segment for the three and nine months ended September 30,March 31, 2023 and 2022, and 2021, respectively. See Note 1816 for further information regarding Adjusted EBITDA.
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended March 31,
(in thousands)(in thousands)2022202120222021(in thousands)20232022
Income from discontinued operations before income tax$10,802 $5,391 $24,488 $14,255 
Income from discontinued operationsIncome from discontinued operations$134,243 $7,628 
Gain on sale of discontinued operationsGain on sale of discontinued operations175,708 — 
Income tax expense from discontinued operationsIncome tax expense from discontinued operations45,468 2,151 
Income from discontinued operations before income tax and gain on saleIncome from discontinued operations before income tax and gain on sale4,003 9,779 
Interest expenseInterest expense56 244 
Depreciation and amortizationDepreciation and amortization— 2,963 
Currency losses, netCurrency losses, net— 
Interest expense144 195 512 584 
Depreciation and amortization3,096 5,828 14,248 16,993 
Restructuring costs, lease impairment expense and other related charges— — — 
Integration costs— — 
Stock compensation expenseStock compensation expense(221)102 18 175 Stock compensation expense(196)18 
OtherOther(773)(575)(2,250)(2,144)Other261 (461)
Adjusted EBITDA from discontinued operationsAdjusted EBITDA from discontinued operations$13,048 $10,946 $37,016 $29,870 Adjusted EBITDA from discontinued operations$4,124 $12,544 
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NOTE 4 - Revenue
Revenue Disaggregation
Geographic Areas
The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2022 and 2021March 31, as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Three Months Ended
March 31,
(in thousands)(in thousands)2022202120222021(in thousands)20232022
USUS$538,737 $399,590 $1,445,709 $1,121,627 US$533,174 $421,684 
CanadaCanada34,815 29,692 92,989 79,493 Canada26,941 25,273 
MexicoMexico4,453 3,666 13,370 10,977 Mexico5,353 4,214 
UK26,168 28,099 80,271 83,537 
Total revenuesTotal revenues$604,173 $461,047 $1,632,339 $1,295,634 Total revenues$565,468 $451,171 
Major Product and Service Lines
Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows. This includes modular space and portable storage units along with value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, securityintegral tool racking, heavy duty capacity shelving, workstations, electrical and lighting products shelving systems and other items used by customers in connection with the Company's products. The Company also offers its lease customers a damage waiver program that protects them in case the leased unit is damaged. 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.
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The Company’s revenue by major product and service line for the three and nine months ended September 30, 2022 and 2021March 31, was as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Three Months Ended
March 31,
(in thousands)(in thousands)2022202120222021(in thousands)20232022
Modular space leasing revenueModular space leasing revenue$226,261 $188,507 $638,273 $539,836 Modular space leasing revenue$224,470 $190,390 
Portable storage leasing revenuePortable storage leasing revenue103,503 66,184 269,964 179,645 Portable storage leasing revenue97,315 70,703 
VAPS and third party leasing revenues(a)
VAPS and third party leasing revenues(a)
96,220 72,293 261,964 203,493 
VAPS and third party leasing revenues(a)
94,126 75,305 
Other leasing-related revenue(b)
Other leasing-related revenue(b)
21,551 15,615 56,005 42,920 
Other leasing-related revenue(b)
24,040 15,161 
Leasing revenueLeasing revenue447,535 342,599 1,226,206 965,894 Leasing revenue439,951 351,559 
Delivery and installation revenueDelivery and installation revenue132,837 91,910 341,027 252,914 Delivery and installation revenue106,630 85,539 
Total leasing and services revenueTotal leasing and services revenue580,372 434,509 1,567,233 1,218,808 Total leasing and services revenue546,581 437,098 
New unit sales revenueNew unit sales revenue9,901 15,370 26,232 35,915 New unit sales revenue10,657 5,787 
Rental unit sales revenueRental unit sales revenue13,900 11,168 38,874 40,911 Rental unit sales revenue8,230 8,286 
Total revenuesTotal revenues$604,173 $461,047 $1,632,339 $1,295,634 Total revenues$565,468 $451,171 
(a)Includes $8.8$5.6 million and $7.2$5.9 million of service revenue for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively, and $23.1 million and $21.2 million of service revenue for the nine months ended September 30, 2022 and 2021, respectively.
(b)Includes primarily damage billings, delinquent payment charges, and other processing fees.
Leasing and Services Revenue
The majority of revenue (73% and 74%revenue (77% for the three and nine months ended September 30, 2022, respectively, and 73% for both the three and nine months ended September 30, 2021)March 31, 2023 and March 31, 2022) was generated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC 842"). The remaining revenue was generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606.
Receivables and Credit Losses
The Company is exposed to credit losses from trade receivables and manages credit risk at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 606 and ASC 842, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues. Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets.
The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review that considers expected billing exposure, 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
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customer transacts 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 Companydates and may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. The allowance for credit losses reflects the estimate of the amount of receivables that the Company will be unable to collect based on historical collection experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. The Company's estimate reflects 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 allowance.
Activity in the allowance for credit losses was as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Balance at beginning of period$50,720 $35,608 $46,160 $28,442 
Provision for credit losses, net of recoveries9,977 8,292 27,487 24,839 
Write-offs(4,474)(4,541)(17,384)(14,411)
Foreign currency translation and other(96)(126)(136)363 
Balance at end of period$56,127 $39,233 $56,127 $39,233 
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Three Months Ended
March 31,
(in thousands)20232022
Balance at beginning of period$57,048 $45,773 
Provision for credit losses, net of recoveries8,803 8,311 
Write-offs(4,537)(7,010)
Foreign currency translation and other88 50 
Balance at end of period$61,402 $47,124 
Contract Assets and Liabilities
When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. The balance sheet classification of deferred revenue is determined based on the contractual lease term. For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed. During the three months ended September 30, 2022,March 31, 2023, deferred revenue relating to services billed in advance of $24.527.7 million was recognized as revenue. As of September 30, 2022March 31, 2023 and December 31, 2021,2022, the Company had approximately $107.999.0 million and $79.4102.2 million, respectively, of deferred revenue related to these services.
The Company does not have material contract assets, and 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 CompanyCompany 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 providemarket rate in place at the time those services are provided, and therefore, the Company is applying the optional expedient to omit disclosure of such amounts.
The primary costs to obtain contracts forfor new and rental unit sales with the Company's customers are commissions. 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.

NOTE 5 - Leases
As of September 30, 2022,March 31, 2023, the undiscounted future lease payments for operating and finance lease liabilities were as follows:
(in thousands)OperatingFinance
2022 (remaining)$15,803 $3,501 
202358,926 15,226 
202449,583 13,523 
202541,080 13,197 
202630,330 12,809 
Thereafter69,011 22,052 
Total lease payments264,733 80,308 
Less: interest(37,985)(7,460)
Present value of lease liabilities$226,748 $72,848 
(in thousands)OperatingFinance
2023 (remaining)$46,323 $12,694 
202454,591 15,259 
202545,588 14,932 
202633,680 14,618 
202722,750 11,372 
Thereafter57,028 20,080 
Total lease payments259,960 88,955 
Less: interest(38,970)(9,090)
Present value of lease liabilities$220,990 $79,865 
Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets.
1514


The Company’s lease activity during the ninethree months ended September 30, 2022March 31, 2023 and 20212022 was as follows:
(in thousands)Nine Months Ended September 30,
Financial Statement Line20222021
Finance Lease Expense
Amortization of finance lease assets$11,034 $9,538 
Interest on obligations under finance leases1,504 1,072 
Total finance lease expense$12,538 $10,610 
Operating Lease Expense
Fixed lease expense
Costs of leasing and services$2,242 $3,019 
Selling, general and administrative46,580 42,494
Lease impairment expense and other related charges213 1,571
Short-term lease expense
Costs of leasing and services24,122 17,751
Selling, general and administrative1,466 615
Variable lease expense
Costs of leasing and services3,989 5,442
Selling, general and administrative5,951 5,332
Lease impairment expense and other related charges40 402
Total operating lease expense$84,603 $76,626 
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 nine months ended September 30, 2022, the Company recorded $0.3 million in lease impairment expense and other related charges which is comprised of closed location rent expense. During the nine months ended September 30, 2021, the Company recorded $2.3 million in lease impairment expense and other related charges which is comprised of $2.0 million in closed location rent expense and $0.3 million loss on lease exit and impairment charges.
(in thousands)Three Months Ended March 31,
Financial Statement Line20232022
Finance Lease Expense
Amortization of finance lease assets$3,761 $3,333 
Interest on obligations under finance leases759 429 
Total finance lease expense$4,520 $3,762 
Operating Lease Expense
Fixed lease expense
Cost of leasing and services$420 $825 
Selling, general and administrative15,717 14,930 
Short-term lease expense
Cost of leasing and services6,654 8,862 
Selling, general and administrative462 668 
Variable lease expense
Cost of leasing and services1,026 1,287 
Selling, general and administrative2,474 1,767 
Total operating lease expense$26,753 $28,339 
Supplemental cash flow information related to leases for the ninethree months ended September 30, 2022March 31, 2023 and 20212022 was as follows:
(in thousands)(in thousands)Nine Months Ended September 30,(in thousands)Three Months Ended March 31,
Supplemental Cash Flow InformationSupplemental Cash Flow Information20222021Supplemental Cash Flow Information20232022
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$48,309 $46,509 Operating cash outflows from operating leases$16,693 $15,753 
Operating cash outflows from finance leasesOperating cash outflows from finance leases$1,502 $1,067 Operating cash outflows from finance leases$728 $412 
Financing cash outflows from finance leasesFinancing cash outflows from finance leases$12,868 $9,011 Financing cash outflows from finance leases$3,446 $3,848 
Right of use assets obtained in exchange for lease obligationsRight of use assets obtained in exchange for lease obligations$37,771 $41,209 Right of use assets obtained in exchange for lease obligations$8,741 $8,794 
Assets obtained in exchange for finance leasesAssets obtained in exchange for finance leases$22,414 $17,184 Assets obtained in exchange for finance leases$8,913 $5,411 
Weighted-averageWeighted average remaining operating lease terms and the weighted average discount rates as of September 30, 2022March 31, 2023 and December 31, 20212022 were as follows:
Lease Terms and Discount RatesSeptember 30, 2022December 31, 2021
Weighted-average remaining lease term - operating leases5.9 years6.1 years
Weighted-average discount rate - operating leases5.1 %5.0 %
Weighted-average remaining lease term - finance leases5.1 years4.9 years
Weighted-average discount rate - finance leases3.2 %2.8 %
Lease Terms and Discount RatesMarch 31, 2023December 31, 2022
Weighted average remaining lease term - operating leases5.7 years5.8 years
Weighted average discount rate - operating leases5.5 %5.4 %
Weighted average remaining lease term - finance leases5.0 years5.1 years
Weighted average discount rate - finance leases3.5 %3.4 %
The Company presents information related to leasing revenues in Note 4.

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NOTE 6 - Inventories
Inventories at the respective balance sheet dates consisted of the following:
(in thousands)(in thousands)September 30, 2022December 31, 2021(in thousands)March 31, 2023December 31, 2022
Raw materialsRaw materials$38,720 $26,340 Raw materials$38,827 $38,611 
Finished unitsFinished units6,153 5,752 Finished units3,180 2,419 
InventoriesInventories$44,873 $32,092 Inventories$42,007 $41,030 
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NOTE 7 - Rental Equipment, net
Rental equipment, net at the respective balance sheet dates consisted of the following:
(in thousands)(in thousands)September 30, 2022December 31, 2021(in thousands)March 31, 2023December 31, 2022
Modular space unitsModular space units$3,254,022 $3,005,195 Modular space units$3,292,264 $3,197,779 
Portable storage unitsPortable storage units898,275 758,619 Portable storage units848,982 849,193 
Value added productsValue added products198,494 168,358 Value added products202,358 203,444 
Total rental equipmentTotal rental equipment4,350,791 3,932,172 Total rental equipment4,343,604 4,250,416 
Less: accumulated depreciationLess: accumulated depreciation(1,123,056)(986,164)Less: accumulated depreciation(1,215,543)(1,173,129)
Rental equipment, netRental equipment, net$3,227,735 $2,946,008 Rental equipment, net$3,128,061 $3,077,287 

NOTE 8 - Goodwill and Intangibles
Goodwill
Changes in the carrying amount of goodwill were as follows:
(in thousands)NA ModularNA StorageUK StorageTotal
Balance at December 31, 2020$235,828 $726,529 $65,600 $1,027,957 
Changes to Mobile Mini purchase accounting285,000 (233,666)— 51,334 
Effects of movements in foreign exchange rates221 (311)(502)(592)
Balance at December 31, 2021521,049 492,552 65,098 1,078,699 
Effects of movements in foreign exchange rates(2,766)— (11,351)(14,117)
Balance at September 30, 2022$518,283 $492,552 $53,747 $1,064,582 
(in thousands)ModularStorageTotal
Balance at December 31, 2021$521,049 $492,552 $1,013,601 
Effects of movements in foreign exchange rates(2,172)— (2,172)
Balance at December 31, 2022518,877 492,552 1,011,429 
Effects of movements in foreign exchange rates84 — 84 
Balance at March 31, 2023$518,961 $492,552 $1,011,513 
The Company had no goodwill impairment during the ninethree months ended September 30, 2022March 31, 2023 or the year ended December 31, 2021.2022.

NOTE 9 - IntangiblesIntangible Assets
Intangible assets other than goodwill at the respective balance sheet dates consisted of the following:
September 30, 2022March 31, 2023
(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:
Mobile Mini customer relationshipsMobile Mini customer relationships5.7$199,000 $(57,646)$141,354 Mobile Mini customer relationships5.3$188,000 $(64,625)$123,375 
TechnologyTechnology3.81,500 (563)937 Technology3.31,500 (687)813 
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$489,500 $(58,209)$431,291 Total intangible assets other than goodwill$478,500 $(65,312)$413,188 
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December 31, 2021December 31, 2022
(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:
Mobile Mini customer relationshipsMobile Mini customer relationships6.6$199,000 $(37,197)$161,803 Mobile Mini customer relationships5.5$188,000 $(58,750)$129,250 
TechnologyTechnology4.51,500 (375)1,125 Technology3.51,500 (625)875 
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$489,500 $(37,572)$451,928 Total intangible assets other than goodwill$478,500 $(59,375)$419,125 
Amortization expense related to intangible assets was $6.0$5.9 million and $6.6 million for the each of the three months ended September 30, 2022March 31, 2023 and 2021, respectively, and $19.2 million and $20.0 million for the nine months ended September 30, 2022 and 2021, respectively.2022.
Based on the carrying value at September 30, 2022,March 31, 2023, future amortization of intangible assets is expected to be as follows for the years ended December 31:
(in thousands)(in thousands)(in thousands)
2022 (remaining)$6,583 
202325,583 
2023 (remaining)2023 (remaining)$17,813 
2024202425,583 202423,750 
2025202525,583 202523,750 
2026202623,897 202623,625 
2027202723,500 
ThereafterThereafter35,062 Thereafter11,750 
TotalTotal$142,291 Total$124,188 

NOTE 109 - 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 maturitySeptember 30, 2022December 31, 2021(in thousands, except rates)Interest rateYear of maturityMarch 31, 2023December 31, 2022
2025 Secured Notes2025 Secured Notes6.125%2025$519,778 $518,117 2025 Secured Notes6.125%2025$520,931 $520,350 
ABL Facility(a)
ABL Facility(a)
Varies20271,863,451 1,612,783 
ABL Facility(a)
Varies20271,795,448 1,988,176 
2028 Secured Notes2028 Secured Notes4.625%2028493,220 492,490 2028 Secured Notes4.625%2028493,723 493,470 
Finance LeasesFinance LeasesVariesVaries72,848 65,563 Finance LeasesVariesVaries79,865 74,370 
Total debtTotal debt2,949,297 2,688,953 Total debt2,889,967 3,076,366 
Less: current portion of long-term debtLess: current portion of long-term debt13,497 11,968 Less: current portion of long-term debt13,514 13,324 
Total long-term debtTotal long-term debt$2,935,800 $2,676,985 Total long-term debt$2,876,453 $3,063,042 
(a) As of both September 30, 2022March 31, 2023 and December 31, 2021,2022, the Company had no outstanding principal borrowings on the multicurrency revolving credit facilityMulticurrency Facility and $4.4 $2.4 million and $6.2$2.5 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 $4.4 $2.4 million and $6.2$2.5 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheets as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively.
Asset Backed Lending Facility
On July 1, 2020, certain subsidiaries of the Company entered into an asset-based credit agreement (the "ABL Facility") that initially provided for revolving credit facilities in the aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $2.0 billion and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros. The ABL Facility was initially scheduled to mature on July 1, 2025.
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Borrowings under ABL Facility bear interest at a base rate plus an applicable margin determined quarterly by reference to the Company's excess availability for the most recently completed quarter. Effective January 7, 2022, borrowings were subject to the highest applicable margin and bore interest at (i) in the case of US Dollars, at the borrower's option, either an adjusted LIBOR rate plus 2.125% or an alternative base rate plus 1.125%, (ii) in the case of Canadian Dollars, at the borrower's option, either a Canadian BA rate plus 2.125% or Canadian prime rate plus 1.125%, (iii) in the case of Euros, the EURIBOR rate plus 2.125%, and (iv) in the case of British Pounds Sterling, the SONIA rate plus 2.125%.
On June 30, 2022, certain subsidiaries of the Company entered into an amendment to the ABL Facility to, among other things, extend the expiration date until June 30, 2027 and increase the aggregate principal amount of the revolving credit facilities to $3.7 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”) and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros.
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Euros. The amendment also converted the interest rate for borrowings denominated in US dollarsDollars from a LIBOR-based rate to a Term SOFR-basedTerm-SOFR-based rate with an interest period of one month and adjusted the applicable margins. The applicable margin for Canadian BA rate, Term SOFR, British Pounds Sterling and Euros loans is 1.50%. The facility includes a credit spread adjustment of 0.10% in addition to the applicable margin. The applicable margin for base rate and Canadian Prime Rate loans is 0.50%. The applicable margins are subject to one step down of 0.25% based on excess availability or one step up of 0.25% based on the Company's leverage ratio. The ABL Facility requires the payment of an annuala commitment fee on the unused available borrowings of 0.20% annually. At September 30, 2022, theThe weighted average interest rate on the balance outstanding as of March 31, 2023, as adjusted for borrowings under the ABL Facilityeffects of the interest rate swap agreements, was 4.46%6.52%. Refer to Note 12 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 Borrowing Base ("Line Cap.Cap"). At September 30, 2022, the Company had $1.9 billion outstanding principal under the ABL Facility,March 31, 2023, the Line Cap was $3.0 billion and the CompanyBorrowers had $1.1 billion of available borrowing capacity under the ABL Facility, including $821.3$972.5 million under the US Facility and $292.1$162.0 million under the Multicurrency Facility. At September 30, 2022, borrowingBorrowing capacity under the ABL Facility allowedis made available for up to $204.9$205.6 million of letters of credit and up to $220.0$200.5 million of swingline loans. At March 31, 2023, letters of credit and bank guarantees carried fees of 1.625%. The Company had issued $15.1$14.4 million of standby letters of credit under the ABL Facility at September 30, 2022. At September 30, 2022, letters of credit and bank guarantees carried fees of 1.625% annually.March 31, 2023.
The Company had approximately $1.8 billion outstanding principal under the ABL Facility at March 31, 2023. Debt issuance costs of $33.6$30.1 million were included in the carrying value of the ABL Facility at September 30, 2022.March 31, 2023.
Finance Leases
The Company maintains finance leases primarily related to transportation equipment. At September 30, 2022March 31, 2023 and December 31, 2021,2022, obligations under finance leases for certain real property and transportation related equipment were $72.8$79.9 million and $65.6$74.4 million, respectively. Refer to Note 5 for further information.
The Company iswas in compliance with all debt covenants and restrictions for the aforementionedassociated with its debt instruments as of September 30, 2022.March 31, 2023.

NOTE 1110 – Equity
Common Stock
In connection with the stock compensation vesting events and stock option exercises described in Note 15, and the warrant exercises described in Note 12,14, the Company issued 1,860,778 360,725 shares of Common Stock during the ninethree months ended September 30, 2022.March 31, 2023.
Stock Repurchase Program
In July 2022, the Company's Board of Directors approved an increase to the share repurchase program that authorizesauthorizing the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing, and conditions, business, legal, accounting, and other considerations.
In August 2022, the Inflation Reduction Act of 2022 was enacted into law and imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. In the first quarter of 2023, the Company reflected the applicable excise tax in equity as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in accrued expenses on the consolidated balance sheet.
During the ninethree months ended September 30, 2022, tMarch 31, 2023he, the Company repurchased 14,575,1604,589,308 shares of Common Stock and stock equivalents for $524.4 million.$215.7 million, excluding excise tax. As of September 30, 2022, $863.3March 31, 2023, $415.1 million of the approved share repurchase amountpool remained available.
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Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the ninethree months ended September 30,March 31, 2023 and 2022 and 2021 were as follows:
Nine Months Ended September 30, 2022
(in thousands)Foreign currency translationUnrealized losses on hedging activitiesTotal
Balance at December 31, 2021$(25,574)$(3,497)$(29,071)
Other comprehensive loss before reclassifications(4,074)(569)(4,643)
Reclassifications from AOCI to income— 2,890 2,890 
Balance at March 31, 2022(29,648)(1,176)(30,824)
Other comprehensive loss before reclassifications(25,628)(464)(26,092)
Reclassifications from AOCI to income— 1,640 1,640 
Balance at June 30, 2022(55,276)— (55,276)
Other comprehensive loss(37,733)— (37,733)
Balance at September 30, 2022$(93,009)$— $(93,009)
Three Months Ended March 31, 2023
(in thousands)Foreign currency translationUnrealized losses on hedging activitiesTotal
Balance at December 31, 2022$(70,122)$— $(70,122)
Other comprehensive income (loss) before reclassifications7,934 859 8,793 
Reclassifications from AOCI to income— (1,526)(1,526)
Balance at March 31, 2023$(62,188)$(667)$(62,855)
Nine Months Ended September 30, 2021
(in thousands)Foreign currency translationUnrealized losses on hedging activitiesTotal
Balance at December 31, 2020$(24,694)$(12,513)$(37,207)
Other comprehensive income (loss) before reclassifications5,034 (760)4,274 
Reclassifications from AOCI to income— 2,937 2,937 
Balance at March 31, 2021(19,660)(10,336)(29,996)
Other comprehensive income (loss) before reclassifications3,093 (848)2,245 
Reclassifications from AOCI to income— 2,994 2,994 
Balance at June 30, 2021(16,567)(8,190)(24,757)
Other comprehensive income before reclassifications(11,162)(830)(11,992)
Reclassifications from AOCI to income— 3,036 3,036 
Balance at September 30, 2021$(27,729)$(5,984)$(33,713)
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Three Months Ended March 31, 2022
(in thousands)Foreign currency translationUnrealized losses on hedging activitiesTotal
Balance at December 31, 2021$(25,574)$(3,497)$(29,071)
Other comprehensive loss before reclassifications(4,074)(569)(4,643)
Reclassifications from AOCI to income— 2,890 2,890 
Balance at March 31, 2022$(29,648)$(1,176)$(30,824)
For the ninethree months ended September 30,March 31, 2023 and 2022 and, a gain of $1.5 million 2021, $4.5and a loss of $2.9 million and $9.0 million,, respectively, waswere reclassified from AOCI into interest expense in the condensed consolidated statements of operations within interest expense related to the interest rate swapswaps discussed in Note 16. Associated with these reclassifications, the12. The Company recorded tax benefit of $0.4 million and tax expense of $0.7 million for the three months ended September 30, 2021,March 31, 2023 and $1.1 million and $2.0 million for the nine months ended September 30, 2022 and 2021, respectively. The interest rate swap terminated on May 29, 2022., respectively, associated with these reclassifications.

NOTE 12 – Warrants
2015 Warrants
WillScot was incorporated under the name Double Eagle Acquisition Corporation ("DEAC") on June 26, 2015. DEAC issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”) each of which entitled the holder to purchase one-half of one share of Common Stock. During the six months ended June 30, 2021, 3,055,000 of the 2015 Private Warrants were repurchased for $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 of June 30, 2021, no 2015 Private Warrants remained outstanding.
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2018 Warrants
In connection with the Modular Space Holdings acquisition in 2018, WillScot issued warrants to purchase approximately 10.0 million shares of Common Stock (the "2018 Warrants") to former shareholders. Each 2018 Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $15.50 per share, subject to adjustment. The 2018 Warrants expire on November 29, 2022. During the nine months ended September 30, 2022, 33,965 of the 2018 Warrants were repurchased for $0.6 million and cancelled. In addition, during the nine months ended September 30, 2022, 1,037,379 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 631,863 shares of common stock. At September 30, 2022, 3,006,829 of the 2018 Warrants were outstanding.
The Company accounted for its warrants in the following ways: (i) the 2015 Private Warrants as liabilities through their final repurchase or exercise in May 2021, and (ii) the 2018 Warrants as liabilities until June 30, 2020 after which they are accounted for as equity instruments. Warrants classified as liabilities were subject to remeasurement at each balance sheet date and transaction date with changes in the estimated fair values of the common stock warrant liabilities and gains and losses on extinguishment of common stock warrant liabilities reported in the consolidated statements of operations.

NOTE 1311 – Income Taxes
The Company recorded $30.2$30.5 million and $67.2$12.1 million of income tax expense from continuing operations for the three and nine months ended September 30,March 31, 2023 and 2022, respectively, and $5.2 million and $32.4 million of income tax expense for the three and nine months ended September 30, 2021, respectively. The Company’s effective tax rate for the three and nine months ended September 30,March 31, 2023 and 2022 was 26.1%28.6% and 25.1%, respectively. The Company's effective tax rate for the three and nine months ended September 30, 2021 was 8.4% and 30.1%23.7%, respectively.
The effective tax rate for the three and nine months ended September 30, 2022 differedMarch 31, 2023 differs from the US federal statutory rate of 21% primarily due to state and provincial taxes and an add-back for non-deductible executive compensation. The effective tax rate for the three months ended March 31, 2022 differs from the US statutory rate of 21% primarily due to state and provincial taxes offset by a discrete tax benefit related to employee stock vesting. The effective tax rate for the three months ended September 30, 2021 differs from the U.S federal statutory rate of 21% primarily due to the reversal of approximately of $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-backs related to fair value accounting on the Company's warrants and executive compensation with an offset related to the discrete tax benefit from the reversal of reserves for UTP.

NOTE 12 - Derivatives
In 2018, the Company entered into an interest rate swap agreement with a financial counterparty that effectively converted $400.0 million in aggregate notional amount of variable-rate debt under the Company’s former asset backed lending facility into fixed-rate debt. Under the terms of the agreement, the Company received a floating rate equal to one-month LIBOR and made payments based on a fixed rate of 3.06% on the notional amount. The swap agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the former asset backed lending facility and terminated on May 29, 2022.
In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $750.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a weighted average fixed interest rate of 3.44% on the notional amount. The swap agreements were designated and qualified as hedges of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027. The floating rate that the Company receives under the terms of these swap agreements was 4.79% at March 31, 2023.
The location and the fair value of derivative instruments designated as hedges were as follows:
(in thousands)Balance Sheet LocationMarch 31, 2023
Cash Flow Hedges:
Interest rate swapPrepaid expenses and other current assets$8,646 
Interest rate swapOther non-current liabilities$(9,394)
The fair values of the interest rate swaps are based on dealer quotes of market forward rates, Level 2 inputs on the fair value hierarchy, and reflect the amounts that the Company would receive or pay as of March 31, 2023 for contracts involving the same attributes and maturity dates.
The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statements of operations for the three months ended March 31,:
(in thousands)20232022
(Loss) gain recognized in OCI$(641)$3,098 
Location of gain (loss) recognized in incomeInterest expense, netInterest expense, net
(Gain) loss reclassified from AOCI into income$(1,526)$2,890 
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Foreign Currency Contract
In December 2022, the Company executed a contingent forward contract to sell £330.0 million upon the closing of the sale of the former UK Storage Solutions segment at a price ranging from 1.20550 to 1.20440 US Dollars (USD) to British Pounds Sterling. The price was dependent upon the date of the closing of the sale. This contract, which was to expire on September 11, 2023, mitigated the foreign currency risk of the USD relative to the British Pound Sterling prior to the closing of the sale of the former UK Storage Solutions segment. This contract did not qualify for hedge accounting and was revalued at fair value at the reporting period with unrealized gains and losses reflected in the Company's results of operations. Upon the closing of the sale of the former UK Storage Solutions segment on January 31, 2023, the Company settled the contingent foreign currency forward contract and received cash at an exchange rate of 1.205 USD to British Pounds Sterling.
The location and the fair value of the foreign currency contract was as follows:
(in thousands)Balance Sheet LocationDecember 31, 2022
Foreign currency contractAccrued liabilities$930 
The fair value of the foreign currency contract was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates.
The location and the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the three months ended March 31, 2023 was as follows:
(in thousands)Income Statement LocationThree Months Ended March 31, 2023
Loss recognized in incomeCurrency losses, net$7,715 

NOTE 1413 - 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 valuesvalue of finance leases at September 30, 2022March 31, 2023 approximate their respective book values.
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 valuesvalue hierarchy:
September 30, 2022December 31, 2021March 31, 2023December 31, 2022
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 FacilityABL Facility$1,863,451 $— $1,897,000 $— $1,612,783 $— $1,644,500 $— ABL Facility$1,795,448 $— $1,825,500 $— $1,988,176 $— $2,020,000 $— 
2025 Secured Notes2025 Secured Notes519,778 — 513,932 — 518,117 — 551,835 — 2025 Secured Notes520,931 — 526,300 — 520,350 — 526,800 — 
2028 Secured Notes2028 Secured Notes493,220 — 435,320 — 492,490 — 515,635 — 2028 Secured Notes493,723 — 458,205 — 493,470 — 450,135 — 
TotalTotal$2,876,449 $— $2,846,252 $— $2,623,390 $— $2,711,970 $— Total$2,810,102 $— $2,810,005 $— $3,001,996 $— $2,996,935 $— 
As of September 30, 2022,March 31, 2023, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $33.6$30.1 million, $6.7$5.6 million, and $6.8$6.3 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability. As of December 31, 2021,2022, the carrying value of the ABL Facility,
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the 2025 Secured Notes, and the 2028 Secured Notes included $31.7$31.8 million, $8.4$6.2 million, and $7.5$6.5 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.
The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates. The fair 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 classification and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheets are disclosed in Note 16.12.
Level 3 Disclosures
20

During the periods the 2015 Private 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 were assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The volatility assumption was based on a blend of peer group volatility and Company trading history that matched the expected remaining life of the warrants as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history. The risk-free interest rate was based on the US 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 anticipated to remain at zero.

The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2021:
(in thousands)2015 Private Warrants
Balance - December 31, 2020$77,404 
Exercise or conversion(78,495)
Measurement adjustment25,486 
Repurchases(24,395)
Balance- September 30, 2021$— 

NOTE 1514 - Stock-Based Compensation
Stock-based compensation expense includes grants of stock options, time-based restricted stock units ("Time-Based RSUs") and performance-based restricted stock units ("Performance-Based RSUs," together with Time-Based RSUs, the "RSUs"). In addition, stock-based payments to non-executive directors includeincludes grants of restricted stock awards ("RSAs"). Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot Mobile Mini's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSUsRSU's 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 March 31, 2023 and 2022:
20222021
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Balance December 31,36,176 $29.30 57,448 $11.75 
Granted35,244 $37.17 44,708 $29.30 
Forfeited— $— (8,532)$29.30 
Vested(36,176)$29.30 (57,448)$11.75 
Balance September 30,35,244 $37.17 36,176 $29.30 
20232022
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Outstanding at beginning of period35,244 $37.17 36,176 $29.30 
Outstanding at end of period35,244 $37.17 36,176 $29.30 
Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $0.3 million for botheach of the three months ended September 30, 2022March 31, 2023 and 2021. Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $0.9 million and $0.6 million for the nine months ended September 30, 2022 and 2021, respectively.2022. At September 30, 2022,March 31, 2023, there was $0.9$0.2 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 0.70.2 years.
22


Time-Based RSUs
The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31, 2023 and 2022:
2022202120232022
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 31,997,451 $18.54 1,325,862 $13.46 
Outstanding at beginning of periodOutstanding at beginning of period789,779 $26.16 997,451 $18.54 
GrantedGranted377,804 $35.40 415,737 $27.25 Granted213,388 $50.74 357,639 $35.53 
ForfeitedForfeited(94,841)$31.08 (65,153)$16.74 Forfeited(31,681)$33.67 (9,299)$27.20 
VestedVested(478,906)$16.42 (667,151)$13.98 Vested(281,153)$22.40 (420,184)$16.21 
Balance September 30,801,508 $26.27 1,009,295 $18.59 
Outstanding at end of periodOutstanding at end of period690,333 $34.95 925,607 $26.08 
Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $1.7$1.8 million and $3.2$2.2 million for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively. Compensation expense for RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $6.4 million and $7.5 million for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022,March 31, 2023, unrecognized compensation cost related to Time-Based RSUs totaled $15.9$21.6 million and is expected to be recognized over the remaining weighted average vesting period of 2.42.7 years.
Performance-Based RSUs
The following table summarizes the Company's Performance-Based RSU award activity for the three months ended March 31, 2023 and 2022:
20222021
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Balance December 31,1,536,394 $26.34 593,388 $14.88 
Granted745,079 $42.34 977,645 $33.21 
Forfeited(61,678)$41.62 (20,077)$25.87 
Vested(313,152)$16.45 — $— 
Balance September 30,1,906,643 $33.72 1,550,956 $26.29 
20232022
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Outstanding at beginning of period1,894,250 $33.67 1,536,394 $26.34 
Granted376,826 $69.32 745,079 $42.34 
Forfeited— $— (5,046)$39.10 
Vested(181,319)$16.82 (267,964)$13.22 
Outstanding at end of period2,089,757 $41.56 2,008,463 $33.99 
21


Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $4.9$5.8 million and $2.7$3.8 million for the three months ended September 30,March 31, 2023 and 2022, and 2021, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $15.2 million and $5.8 million for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022,March 31, 2023, unrecognized compensation cost related to Performance-Based RSUs totaled $41.4$56.2 million and is expected to be recognized over the remaining vesting period of 2.32.1 years.
Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in an index at the grant date over the performance period of three years. For 20222023 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P MidCap 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).
23


Stock Options
The following tables summarizetable summarizes the Company's stock option activity for the three months ended March 31, 2023:
WillScot OptionsWeighted-Average Exercise Price per ShareConverted
Mobile Mini Options
Weighted-Average Exercise Price per Share
Balance December 31, 2021534,188 $13.60 1,527,643 $14.66 
Exercised— $— (635,318)$17.02 
Balance September 30, 2022534,188 $13.60 892,325 $12.97 
Fully vested and exercisable options, September 30, 2022534,188 $13.60 892,325 $12.97 
WillScot OptionsWeighted-Average Exercise Price per ShareConverted
Mobile Mini Options
Weighted-Average Exercise Price per Share
Outstanding at beginning of period534,188 $13.60 864,276 $12.91 
Exercised— — (5,774)11.79 
Outstanding at end of period534,188 $13.60 858,502 $12.92 
Fully vested and exercisable options, March 31, 2023534,188 $13.60 858,502 $12.92 
WillScot OptionsWeighted-Average Exercise Price per ShareConverted Mobile Mini OptionsWeighted-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 for the three months ended March 31, 2022:
WillScot OptionsWeighted-Average Exercise Price per ShareConverted Mobile Mini OptionsWeighted-Average Exercise Price per Share
Outstanding at beginning of period534,188 $13.60 1,527,643 $14.66 
Exercised— — (227,258)14.58 
Outstanding at end of period534,188 $13.60 1,300,385 $14.67 
Fully vested and exercisable options, March 31, 2022534,188 $13.60 1,300,385 $14.67 
WillScot Options
Compensation expense for stock option awards, recognized in SG&A expense on the condensed consolidated statements of operations, was $0.2 million for the three months ended September 30, 2021. Compensation expense for stock option awards, recognized in SG&A expense on the condensed consolidated statements of operations, was $0.2 million and $0.6 million for the nine months ended September 30, 2022 and 2021, respectively.March 31, 2022.

NOTE 16 - Derivatives
In 2018, the Company entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converted $400.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL facility into fixed-rate debt. The Swap Agreement terminated on May 29, 2022. Under the terms of the Swap Agreement, the Company received a floating rate equal to one-month LIBOR and made payments based on a fixed rate of 3.06% on the notional amount. The receive rate under the terms of the Swap Agreement was 0.11% at December 31, 2021. The Swap Agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL facility.
The location and the fair value of derivative instruments designated as hedges, at the balance sheet date, was as follows:
(in thousands)Balance Sheet AccountDecember 31, 2021
Interest rate swapAccrued expenses$5,259 
The fair value of the interest rate swap was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates.
24


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 combined consolidated statements of operations for the nine months ended September 30,:
(in thousands)20222021
Gain recognized in OCI$4,669 $8,528 
Location of gain recognized in incomeInterest expense, netInterest expense, net
Loss reclassified from AOCI into income (effective portion)$(4,530)$(8,967)

NOTE 1715 - Commitments and Contingencies
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 September 30, 2022,March 31, 2023, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows of the Company.flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

NOTE 1816 - Segment Reporting
The Company operates in threetwo reportable segments as follows: North America Modular Solutions ("NA Modular"), North America and Storage Solutions ("NA Storage") and United Kingdom Storage Solutions ("UK Storage"). 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. During the first quarter of 2023, the ground level office business within the Modular segment was transferred to the Storage segment, and associated revenues, expenses, and operating metrics were transferred to the Storage segment. All periods presented have been retrospectively revised to reflect this change within the Modular and Storage segments. For the three months ended March 31, 2022, this resulted in approximately $11.1 million of revenue and $6.3 million of gross profit being transferred from the Modular segment to the Storage segment.
22


The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization. The Company reflects further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations. In addition, the Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated income from continuing operations to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company. The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance. The Company considers Adjusted EBITDA to be an important metric because it reflects the business performance of the segments, inclusive of indirect costs. The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance. 

25


Reportable Segments
The following tables set forth certain information regarding each of the Company’s reportable segments for the three and nine months ended September 30,March 31, 2023 and 2022, and 2021, respectively.
Three Months Ended September 30, 2022Three Months Ended March 31, 2023
(in thousands)(in thousands)NA ModularNA StorageUK Storage
Unallocated Costs 1
Total(in thousands)ModularStorageUnallocated CostsTotal
Revenues:Revenues:Revenues:
Leasing and services revenue:Leasing and services revenue:Leasing and services revenue:
LeasingLeasing$271,271 $156,572 $19,692 $447,535 Leasing$269,271 $170,680 $439,951 
Delivery and installationDelivery and installation84,373 42,643 5,821 132,837 Delivery and installation64,821 41,809 106,630 
Sales revenue:Sales revenue:Sales revenue:
New unitsNew units7,893 1,714 294 9,901 New units8,921 1,736 10,657 
Rental unitsRental units11,827 1,716 357 13,900 Rental units6,657 1,573 8,230 
Total revenuesTotal revenues375,364 202,645 26,164 604,173 Total revenues349,670 215,798 565,468 
Costs:Costs:Costs:
Cost of leasing and services:Cost of leasing and services:Cost of leasing and services:
LeasingLeasing81,385 26,334 4,179 111,898 Leasing73,582 23,933 97,515 
Delivery and installationDelivery and installation66,464 25,281 3,935 95,680 Delivery and installation51,503 23,504 75,007 
Cost of sales:Cost of sales:Cost of sales:
New unitsNew units4,796 1,002 209 6,007 New units5,665 543 6,208 
Rental unitsRental units5,639 1,207 251 7,097 Rental units3,370 1,084 4,454 
Depreciation of rental equipmentDepreciation of rental equipment60,228 7,786 1,145 69,159 Depreciation of rental equipment50,215 8,941 59,156 
Gross profitGross profit$156,852 $141,035 $16,445 $314,332 Gross profit$165,335 $157,793 $323,128 
Other selected data:Other selected data:Other selected data:
Adjusted EBITDAAdjusted EBITDA$140,673 $98,695 $11,971 $— $251,339 Adjusted EBITDA$136,964 $109,878 $— $246,842 
Selling, general and administrative expenseSelling, general and administrative expense$79,345 $49,799 $5,622 $10,678 $145,444 Selling, general and administrative expense$81,816 $57,675 $11,401 $150,892 
Purchases of rental equipment and refurbishmentsPurchases of rental equipment and refurbishments$81,052 $41,246 $4,605 $— $126,903 Purchases of rental equipment and refurbishments$39,412 $7,345 $— $46,757 
1 Unallocated SG&A expense includes non-cash charges for stock compensation plans and costs to integrate acquired companies.
2623


Three Months Ended September 30, 2021Three Months Ended March 31, 2022
(in thousands)(in thousands)NA ModularNA StorageUK StorageUnallocated CostsTotal(in thousands)ModularStorageUnallocated CostsTotal
Revenues:Revenues:Revenues:
Leasing and services revenue:Leasing and services revenue:Leasing and services revenue:
LeasingLeasing$219,736 $101,172 $21,691 $342,599 Leasing$223,298 $128,261 $351,559 
Delivery and installationDelivery and installation58,017 28,330 5,563 91,910 Delivery and installation54,332 31,207 85,539 
Sales revenue:Sales revenue:Sales revenue:
New unitsNew units13,483 1,307 580 15,370 New units4,844 943 5,787 
Rental unitsRental units7,815 3,088 265 11,168 Rental units6,073 2,213 8,286 
Total revenuesTotal revenues299,051 133,897 28,099 461,047 Total revenues288,547 162,624 451,171 
Costs:Costs:Costs:
Cost of leasing and services:Cost of leasing and services:Cost of leasing and services:
LeasingLeasing59,260 14,393 4,314 77,967 Leasing61,330 19,004 80,334 
Delivery and installationDelivery and installation51,655 19,328 3,238 74,221 Delivery and installation47,906 22,674 70,580 
Cost of sales:Cost of sales:Cost of sales:
New unitsNew units10,080 727 368 11,175 New units3,256 500 3,756 
Rental unitsRental units3,636 1,587 245 5,468 Rental units3,449 1,443 4,892 
Depreciation of rental equipmentDepreciation of rental equipment46,566 5,366 1,058 52,990 Depreciation of rental equipment50,008 7,540 57,548 
Gross profitGross profit$127,854 $92,496 $18,876 $239,226 Gross profit$122,598 $111,463 $234,061 
Other selected data:Other selected data:Other selected data:
Adjusted EBITDAAdjusted EBITDA$106,825 $59,123 $13,255 $— $179,203 Adjusted EBITDA$99,586 $68,187 $— $167,773 
Selling, general and administrative expenseSelling, general and administrative expense$66,529 $39,314 $6,680 $14,823 $127,346 Selling, general and administrative expense$74,638 $51,862 $11,644 $138,144 
Purchases of rental equipment and refurbishmentsPurchases of rental equipment and refurbishments$31,789 $11,920 $11,649 $— $55,358 Purchases of rental equipment and refurbishments$57,577 $20,171 $— $77,748 

27


Nine Months Ended September 30, 2022
(in thousands)NA ModularNA StorageUK StorageUnallocated CostsTotal
Revenues:
Leasing and services revenue:
Leasing$756,294 $409,491 $60,421 $1,226,206 
Delivery and installation213,686 109,710 17,631 341,027 
Sales revenue:
New units21,258 4,064 910 26,232 
Rental units31,482 6,082 1,310 38,874 
Total revenues1,022,720 529,347 80,272 1,632,339 
Costs:
Cost of leasing and services:
Leasing213,675 62,489 12,610 288,774 
Delivery and installation174,498 70,364 11,268 256,130 
Cost of sales:
New units12,297 2,578 594 15,469 
Rental units16,125 4,090 908 21,123 
Depreciation of rental equipment166,552 22,241 3,435 192,228 
Gross profit$439,573 $367,585 $51,457 $858,615 
Other selected data:
Adjusted EBITDA$372,502 $243,282 $36,745 $— $652,529 
Selling, general and administrative expense$242,268 $146,189 $18,147 $38,715 $445,319 
Purchases of rental equipment and refurbishments$221,111 $95,699 $21,824 $— $338,634 

28


Nine Months Ended September 30, 2021
(in thousands)NA ModularNA StorageUK StorageUnallocated CostsTotal
Revenues:
Leasing and services revenue:
Leasing$636,979 $267,489 $61,426 $965,894 
Delivery and installation161,548 73,214 18,152 252,914 
Sales revenue:
New units27,814 5,355 2,746 35,915 
Rental units28,316 11,381 1,214 40,911 
Total revenues854,657 357,439 83,538 1,295,634 
Costs:
Cost of leasing and services:
Leasing172,108 37,300 13,339 222,747 
Delivery and installation147,514 51,811 10,638 209,963 
Cost of sales:
New units19,330 3,190 1,802 24,322 
Rental units14,611 6,667 1,163 22,441 
Depreciation of rental equipment144,102 17,635 3,290 165,027 
Gross profit$356,992 $240,836 $53,306 $651,134 
Other selected data:
Adjusted EBITDA$307,741 $154,971 $36,647 $— $499,359 
Selling, general and administrative expense$192,285 $105,577 $19,949 $38,840 $356,651 
Purchases of rental equipment and refurbishments$120,288 $24,165 $22,645 $— $167,098 

29


The following table presents reconciliations of the Company’s Incomeincome from continuing operations to Adjusted EBITDA for the three and nine months ended September 30,March 31, 2023 and 2022, and 2021, respectively:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Income from continuing operations$85,728 $57,113 $200,099 $75,278 
Income tax expense from continuing operations30,219 5,243 67,167 32,341 
Loss on extinguishment of debt— — — 5,999 
Fair value loss on common stock warrant liabilities— — — 26,597 
Interest expense38,165 29,006 102,362 87,793 
Depreciation and amortization86,225 69,449 243,123 216,820 
Currency losses, net236 127 247 196 
Restructuring costs, lease impairment expense and other related charges— 2,457 168 14,284 
Transaction costs— 303 35 1,147 
Integration costs3,902 8,242 13,182 23,206 
Stock compensation expense7,180 6,157 22,628 14,305 
Other(316)1,106 3,518 1,393 
Adjusted EBITDA$251,339 $179,203 $652,529 $499,359 
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.
Three Months Ended March 31,
(in thousands)20232022
Income from continuing operations$76,271 $39,048 
Income tax expense from continuing operations30,510 12,083 
Interest expense44,866 30,570 
Depreciation and amortization76,329 72,910 
Currency losses, net6,775 137 
Restructuring costs, lease impairment expense and other related charges22 263 
Transaction costs— 13 
Integration costs3,873 4,087 
Stock compensation expense8,150 6,273 
Other46 2,389 
Adjusted EBITDA$246,842 $167,773 

3024


NOTE 1917 - Earnings Per Share
The following table reconciles the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation:
Three Months EndedNine Months EndedThree Months Ended
September 30,September 30,March 31
(in thousands)(in thousands)2022202120222021(in thousands)20232022
Numerator:Numerator:Numerator:
Income from continuing operationsIncome from continuing operations$85,728 $57,113 $200,099 $75,278 Income from continuing operations$76,271 $39,048 
Income from discontinued operationsIncome from discontinued operations42,865 3,990 53,041 10,643 Income from discontinued operations134,613 12,123 
Net incomeNet income$128,593 $61,103 $253,140 $85,921 Net income$210,884 $51,171 
Denominator:Denominator:Denominator:
Weighted average Common Shares outstanding - basic213,637 225,998 219,312 227,558 
Weighted average Common Shares outstanding – basicWeighted average Common Shares outstanding – basic206,092 223,491 
Dilutive effect of shares outstandingDilutive effect of shares outstandingDilutive effect of shares outstanding
WarrantsWarrants1,812 3,722 1,816 4,112 Warrants— 1,889 
RSAsRSAs17 25 RSAs27 27 
Time-based RSUsTime-based RSUs355 476 382 573 Time-based RSUs326 483 
Performance-based RSUsPerformance-based RSUs1,067 618 1,279 751 Performance-based RSUs2,206 1,819 
Stock OptionsStock Options1,049 1,050 1,127 1,066 Stock Options1,013 1,246 
Weighted average Common Shares outstanding - dilutive217,928 231,868 223,933 234,085 
Weighted average Common Shares outstanding – dilutiveWeighted average Common Shares outstanding – dilutive209,664 228,956 
For the three and nine months ended September 30,March 31, 2022, 555,790 and 788,183 shares of Performance-Based RSUs respectively, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive. For the three and nine months ended September 30, 2021, no warrants, shares or options were excluded from the computation of diluted EPS.


3125


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"), 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, 2023 or prior periods.
On September 30, 2022, or prior periods.the Company completed the sale of its former Tank and Pump Solutions ("Tank and Pump") segment. On January 31, 2023, the Company completed the sale of its former United Kingdom ("UK") Storage Solutions segment. This MD&A presents the historical financial results of the former Tank and Pump segment and the former UK Storage Solutions segment as discontinued operations for all periods presented.
The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”). We use certain non-GAAP financial metrics to supplement the GAAP reported results to highlight key operational metrics that are used by management to evaluate Company performance. Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the Reconciliation of Non-GAAP Financial Measures 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").Mexico. As of September 30, 2022,March 31, 2023, our branch network included approximately 260240 branch locations and additional drop lots to service our over 85,000 customers. We offer our customers an extensive selection of “Ready to Work” modular space and portable storage solutions with over 167,000154,000 modular space units and over 239,000210,000 portable storage units in our fleet, representing over 130 million square feet of relocatable space.fleet.
We primarily lease, rather than sell, our modular and portable storage units to customers, which results in a highly diversified and predictable recurringreoccurring 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 recurringreoccurring nature and the underlying stability and diversification of our lease portfolio. Furthermore, 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 modular space and portable storage lease portfolio, excluding seasonal portable storage units, is approximately 3033 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, energy and natural resources, education, government and institutions and healthcare. Core to our operating model is the ability to redeploy standardized assets across end markets, as we did in 2020 and 2021 to service emerging demand in the healthcare and government sectors related to COVID-19, as well as expanded space requirements related to social distancing.markets. We track several market leading indicators to predict demand, including those related to our two largest end markets, the commercial and industrial segmentsector and the construction segment,sector, which collectively accounted for approximately 47% and 41%88% of our revenues respectively, forin the three months ended September 30, 2022.March 31, 2023.
We remain focused on our core priorities of growing leasing revenues by increasing units on rent, both organically and through mergers and acquisitions,our acquisition strategy, delivering “Ready to Work” solutions to our customers with value added products and services ("VAPS"), and on continually improving the overall customer experience.
Significant Developments
Customer Relationship Management ("CRM") System
On February 6, 2023, we successfully completed the harmonization of our separate Modular and Storage CRM systems onto a single unified system. With this enhanced platform, we have a combined view of our customers and projects across the entire sales team. Going forward, we will focus on productivity management and building a more targeted and predictive approach to anticipate- and service- customer demand, with continued improvement in engagement and outreach underpinned by our data warehouse.
Divestiture
On September 30, 2022,January 31, 2023, we soldcompleted the sale of our Tank and Pumpformer UK Storage Solutions ("Tank and Pump") businesssegment for $319.5total cash consideration of $418.1 million. Proceeds from the sale will bewere used to support ongoing reinvestment in our core Modular and Storage operating segments in North America and other capital allocation priorities. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, we determined that the criteria for discontinued operations presentation were met during the third quarter of 2022 and results for the three and nine months ended September 30, 2022 and 2021 for Tank and Pump are reported in income from discontinued operations within the condensed consolidated statements of operations and the carrying value of the divested business' assets and liabilities are presented within assets and liabilities held for sale on the condensed consolidated balance sheet as of December 31, 2021. See Note 3 to the Condensed Consolidated Financial Statements for further information.
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As partReportable Segments
Following the divestitures of the divestiture, the Company entered into a customary transition services agreement with the buyer to assist them in the transition of certain functions, including, but not limited to, information technology, accountingUK Storage Solutions and human resources for a period of six months with an option for the buyer to extend the agreement for a period of up to twelve months. There will be no significant continuing involvement with the Tank and Pump segments, we operate in two reporting segments: Modular Solutions ("Modular") and Storage Solutions ("Storage"). The reporting segments are aligned with how we operate and analyze our business after its disposal.results. During the first quarter of 2023, the ground level office business within the Modular segment was transferred to the Storage segment, and associated revenues, expenses, and operating metrics were transferred to the Storage segment. All periods presented have been retrospectively revised to reflect this adjustment within the Modular and Storage segments. For the twelve months ended December 31, 2022, this resulted in approximately $49.8 million of revenue and $28.5 million of gross profit being transferred from the Modular segment to the Storage segment.
Asset Acquisitions
During the first quarter of 2023, we acquired certain assets and liabilities of two regional and local storage and modular companies, which consisted primarily of approximately 300 storage units and 500 modular units for $79.6 million in cash. The accompanying consolidated financial statements include $70.4 million of rental equipment and $4.5 million of land held for sale as a result of these acquisitions.
Interest Rate Swap Agreements
In January 2023, we entered into two interest rate swap agreements with financial counterparties relating to $750.0 million in aggregate notional amount of variable-rate debt under our ABL Facility (as defined below). Under the terms of the agreements, we receive a floating rate equal to one-month term SOFR and will make payments based on a weighted average fixed interest rate of 3.44% on the notional amount. The swap agreements were designated and qualified as hedges of our exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027.
Share Repurchases
During the three months ended March 31, 2023, we repurchased 4,589,308 shares of Common Stock for $215.7 million. As of March 31, 2023, $415.1 million of the approved share repurchase pool remained available. Given the predictability of our free cash flow, we believe that repurchases will be a reoccurring capital allocation priority.
Inflation and Supply Chain Issues
Similar to many other organizations, we face inflationary pressures across most of our input costs such as building materials, labor, transportation and fuel. Inflation has contributed to increased capital costs both for both new units as well as for refurbishment of our existing units. However, given our scale and our strong rate performance, we believe we have been able to navigate the inflationary environment well and have consistently driven margin improvements during this period of rising costs. Additionally, givenbecause we derive the majority of our revenue is derived from leasing our existing lease fleet units to customers and our material purchases to maintain these units consistsconsist primarily of general building materials, we have not experienced significant supply chain issues to date.
Asset Acquisitions
During the third quarter of 2022, we acquired certain assets and liabilities of several entities, which consisted primarily of approximately 7,600 storage units and 3,000 modular units for $104.7 million in cash. When combined with other recent acquisitions over the past four quarters, we have acquired assets and liabilities from 13 regional and local storage and modular companies, consisting primarily of 16,800 storage units and 9,700 modular units.
Share and Warrant Repurchases
During the nine months ended September 30, 2022, we repurchased and cancelled 33,965 of the 2018 Warrants for $0.6 million. In addition, for the nine months ended September 30, 2022, 1,037,379 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 631,863 shares of common stock. At September 30, 2022, 3,006,829 of the 2018 Warrants were outstanding.
During the nine months ended September 30, 2022, we repurchased a total of 14,575,160 shares of Common Stock and stock equivalents for $524.4 million, including the repurchased warrants. As of September 30, 2022, we had $863.3 million remaining of a $1.0 billion share repurchase authorization under our stock repurchase program. Given our growth strategy and the predictability of our free cash flow, we believe that repurchases will be a reoccurring capital allocation priority.
ThirdFirst Quarter Highlights
For the three months ended September 30, 2022, as compared to the three months ended September 30, 2021, unless otherwise noted,March 31, 2023, key drivers of our financial performance included:
Total revenues from continuing operations increased by $143.2$114.3 million, or 31.1%, attributable to organic revenue growth levers in the business and due to the impact of acquisitions.25.3%. Leasing revenue increased $104.9$88.4 million, or 30.6%25.1%, and delivery and installation revenue increased $40.9$21.1 million, or 44.5%. Additionally,24.7%, rental unit sales increased $2.7decreased $0.1 million, or 24.1%1.2%, and new unit sales revenue decreased $5.5increased $4.9 million, or 35.7%84.5%. We estimate that recent acquisitions completed over the past four quarters contributed approximately $22.4 million to total revenues for the three months ended September 30, 2022.
Key leasing revenue drivers included:
Average portable storage units on rent increased 41,04812,304 units, or 25.1%8.1%, and average modular space units on rent increased 4,153decreased 1,430 units, or 3.8%, across all segments. Approximately 53% of the increase in total average units on rent was driven by units on rent added through recent acquisitions and the other 47% was driven by increases in organic delivery activity and lower return activity during 2021 and 2022.1.4%.
Average modular space monthly rental rate increased $140,$163, or 18.3%19.7%, to $907$989 driven by strong pricing performance across the NA Modular and NA Storageboth segments. Average modular space monthly rental rates increased by $157,$152, or 18.8%17.0%, in the NA Modular segment and by $144,$174, or 23.9%29.7%, in the NA Storage segment. Average modular space monthly rental rates decreased by $63, or 13.9%, in the UK Storage segment due to the weakening of the British Pound and were up £1, or 0.3%, in local currency.
Average portable storage monthly rental rate increased $37,$50, or 25.5%30.1%, to $182$216 driven by increased pricing as a result of our price management tools and processes, further supported by high utilization, and by an acceleration earlier into the third quarter of our seasonal retail business.processes.
Average utilization for portable storage units increased 500 basis points ("bps")decreased to 88.9%78.7% from 83.1% for the same period in 2022 driven by decreased demand in 2023 as compared to the same period in 2021 driven by increased demand in 2022 including the acceleration earlier into the third quarter of our seasonal retail business as compared to the same period in 2021.2022. Average utilization for modular space units decreased 120 bps250 basis points ("bps") to 68.9%66.0%.
NA Modular segment revenue, which represented 62.1%represents 61.8% of consolidated revenue for the three months ended September 30, 2022,March 31, 2023, increased $76.3$61.1 million, or 25.5%21.2%, to $375.4 million. The increase was driven by our core
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leasing revenue, which grew $51.6 million, or 23.5%, due to continued growth of pricing and value added products. Delivery and installation revenues increased $26.4 million, or 45.5%, driven by increased pricing on new deliveries and returns and increased delivery volumes as compared to 2021. Rental unit sales increased $4.0 million, or 51.3%, and new unit sales decreased $5.6 million, or 41.5%. NA Modular segment revenue drivers for the three months ended September 30, 2022 included:
Modular space average monthly rental rate of $991 increased 18.8% year over year representing a continuation of our long-term price optimization initiative and VAPS penetration opportunities across our portfolio.
Average modular space units on rent increased 3,146, or 3.7%, year over year driven primarily by units on rent added through recent acquisitions.
Average modular space monthly utilization increased 20 bps to 67.8% for the three months ended September 30, 2022, as compared to the three months ended September 30, 2021.
NA Storage segment revenue, which represented 33.5% of consolidated revenue for the three months ended September 30, 2022, increased $68.7 million, or 51.3%, to $202.6$349.7 million. The increase was driven by our core leasing revenue, which grew $55.4$46.0 million, or 54.7%20.6%, due to continued growth of pricing and VAPS, and by delivery and installation revenues, which increased $10.5 million, or 19.3%, driven by increased pricing. Rental unit sales increased $0.5 million, or 8.1%, and new unit sales increased $4.1 million, or 85.4%. Modular revenue drivers for the three months ended March 31, 2023 included:
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Modular space average monthly rental rate of $1,046, increased 17.0% 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 increased 1,219, or 1.5%, year over year.
Average modular space monthly utilization decreased 70 bps to 66.2% for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.
Storage segment revenue, which represents 38.2% of consolidated revenue for the three months ended March 31, 2023, increased $53.2 million, or 32.7%, to $215.8 million. The increase was driven by our core leasing revenue, which grew $42.4 million, or 33.0%, due to increased units on rent driven by significant increases in delivery activity during 2021 and 2022 as economic activity rebounded versus 2020, recent acquisition activity, and increased pricing, and value added products. Deliveryby delivery and installation revenues, which increased $14.3$10.6 million, or 50.5%34.0%, driven by increased demand for new project deliveries, and by increased pricing on new deliveries and returns as compared to 2021.pricing. Rental unit sales decreased $1.4$0.6 million, or 45.2%27.3%, and new unit sales increased $0.4$0.8 million, or 30.8%88.9%.
NA Storage segment revenue drivers for the three months ended September 30, 2022March 31, 2023 included:
Portable storage average monthly rental rate of $197$216 increased 27.1%30.1% year over year as a result of our price management tools and processes further supported by high utilization, and by an acceleration earlier into the third quarter of our seasonal retail business.early benefits from increased VAPS penetration opportunities. Modular space average monthly rental rate of $746$760 increased 23.9%29.7% year over year as a result of price optimization and early benefits from increased VAPS penetration opportunities.penetration.
Average portable storage units on rent increased 38,823,12,265, or 28.3%8.1%, year over year. Increases in organic activity drove an increase in average portable storage units on rent of approximately 14%, or 19,000 units on rent, including an acceleration earlier into the third quarter of our seasonal retail business. The remaining increase of approximately 20,000 units on rent wasyear driven by units addedgrowth achieved in recent acquisitions.2022. Average modular space units on rent increased 1,736,decreased 2,649, or 10.6%11.6%, year over year driven by increases in organic delivery activity as well as due to approximately 600 acquired units on rent.year.
Average portable storage monthly utilization increased 560decreased 450 bps to 88.8%78.7% for the three months ended September 30, 2022,March 31, 2023, as compared to the three months ended September 30, 2021.March 31, 2022. Average modular space monthly utilization decreased 390960 bps to 73.7%65.3% for the three months ended September 30, 2022,March 31, 2023, as compared to the three months ended September 30, 2021.
UK Storage segment revenue, which represented 4.3% of consolidated revenue for the three months ended September 30, 2022, decreased $1.9 million, or 6.8%, to $26.2 million and Adjusted EBITDA decreased $1.3 million, or 9.8%, to $12.0 million driven entirely by the weakening of the British Pound relative to the US Dollar. Unfavorable currency fluctuations reduced Adjusted EBITDA by $2.0 million in GBP. In local currency, revenue increased 9.1% year-over-year, driven by a 13.6% increase in portable storage average monthly rental rates and a 8.4% increase in average portable storage units on rent, and Adjusted EBITDA increased by 5.7% year-over-year.March 31, 2022.
Generated income from continuing operations of $85.7$76.3 million for the three months ended September 30, 2022 representing an increaseMarch 31, 2023. Discrete costs in the period included $3.9 million of $28.6 million, or 46.8%, versus the three months ended September 30, 2021. Net income including income from discontinued operations was $128.6 million for the three months ended September 30, 2022.integration costs.
Generated Adjusted EBITDA from continuing operations of $251.3$246.8 million for the three months ended September 30, 2022,March 31, 2023, representing an increase of $72.1$79.0 million, or 40.2%47.1%, as compared to the same period in 2021.2022. This increase was driven primarily by increased leasing and delivery and installation gross profit. Including results from discontinued operations representing the divestiture of the Tank and Pump segment,
Adjusted EBITDA margin from continuing operations was $264 million.
Consolidated Adjusted EBITDA Margin was 41.6%43.7% in the thirdfirst quarter of 20222023 and increased 270650 bps versus prior year driven by increased leasing andcontinued expansion of all margin lines. Most significantly, delivery and installation margins increased 1,220 bps versus prior year driven primarily by increased pricing.
Net cash provided by operating activities increased $3.2 million to $148.8 million despite the divestitures of the Tank and Pump and UK Storage Segments. Net cash used in investing activities, excluding cash used as part of acquisitions and proceeds from the sale of discontinued operations including the settlement of the contingent foreign currency forward contract that we executed relating to the sale of the former UK Storage Solutions segment, decreased by $45.1 million as a result of increased volumesreduced refurbishment spending and pricing, partially offset by increased selling, general and administrative expense.decreased purchases of new fleet as a result of lower utilization.
Generated Free Cash Flow of $83.4$102.9 million for the three months ended September 30, 2022March 31, 2023 representing an increase of $4.9$48.3 million as compared to the same period in 2021. Net2022. This Free Cash Flow along with additional net borrowings under the ABL Facility (defined as receipts from borrowings, less repayment of borrowings from the condensed consolidated statement of cash provided by operating activities increased $80.0flows) and proceeds of $404.3 million related to $210.4 million. Net cash used in investing activities excluding acquisitions andthe sale of discontinued
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operations increased by $38.6 million to $127.0 million to support increases in delivery activity during 2022 as economic activity rebounded versus 2021, and the related unit on rent growth.former UK Storage Solutions segment, net of the settlement of the contingent foreign currency forward contract, were deployed to:
Returned $197.5Acquire two regional and local storage and modular portfolios of approximately 300 storage units and 500 modular units for $79.6 million; and
Return $215.7 million to shareholders by repurchasing 5.3 million shares ofthrough stock repurchases, reducing outstanding Common Stock and stock equivalents during the three months ended September 30, 2022 and closed four acquisitions totaling approximately 7,600 storage units and 3,000 modular units for $104.7 million. by 4,589,308 shares.
We believe 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, continuingmaintaining leverage in our deleveraging trajectory,stated range, opportunistically executing accretive acquisitions, and returning capital to shareholders.
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Consolidated Results of Continuing Operations
Three Months Ended September 30, 2022March 31, 2023 Compared to the Three Months Ended September 30, 2021March 31, 2022
Our condensed consolidated statements of operations for the three months ended September 30,March 31, 2023 and 2022 and 2021 are presented below.
Three Months Ended September 30,2022 vs. 2021 $ ChangeThree Months Ended March 31,
2023 vs. 2022
$ Change
(in thousands)(in thousands)20222021(in thousands)20232022
Revenues:Revenues:Revenues:
Leasing and services revenue:Leasing and services revenue:Leasing and services revenue:
LeasingLeasing$447,535 $342,599 $104,936 Leasing$439,951 $351,559 $88,392 
Delivery and installationDelivery and installation132,837 91,910 40,927 Delivery and installation106,630 85,539 21,091 
Sales revenue:Sales revenue:Sales revenue:
New unitsNew units9,901 15,370 (5,469)New units10,657 5,787 4,870 
Rental unitsRental units13,900 11,168 2,732 Rental units8,230 8,286 (56)
Total revenuesTotal revenues604,173 461,047 143,126 Total revenues565,468 451,171 114,297 
Costs:Costs:Costs:
Costs of leasing and services:Costs of leasing and services:Costs of leasing and services:
LeasingLeasing111,898 77,967 33,931 Leasing97,515 80,334 17,181 
Delivery and installationDelivery and installation95,680 74,221 21,459 Delivery and installation75,007 70,580 4,427 
Costs of sales:Costs of sales:Costs of sales:
New unitsNew units6,007 11,175 (5,168)New units6,208 3,756 2,452 
Rental unitsRental units7,097 5,468 1,629 Rental units4,454 4,892 (438)
Depreciation of rental equipmentDepreciation of rental equipment69,159 52,990 16,169 Depreciation of rental equipment59,156 57,548 1,608 
Gross profitGross profit314,332 239,226 75,106 Gross profit323,128 234,061 89,067 
Expenses:Expenses:Expenses:
Selling, general and administrativeSelling, general and administrative145,444 127,346 18,098 Selling, general and administrative150,892 138,144 12,748 
Other depreciation and amortizationOther depreciation and amortization17,066 16,459 607 Other depreciation and amortization17,173 15,362 1,811 
Lease impairment expense and other related charges— 601 (601)
Restructuring costs— 1,856 (1,856)
Currency losses, netCurrency losses, net236 127 109 Currency losses, net6,775 137 6,638 
Other (income) expense, net(2,526)1,475 (4,001)
Other income, netOther income, net(3,359)(1,283)(2,076)
Operating incomeOperating income154,112 91,362 62,750 Operating income151,647 81,701 69,946 
Interest expenseInterest expense38,165 29,006 9,159 Interest expense44,866 30,570 14,296 
Income from continuing operations before income taxIncome from continuing operations before income tax115,947 62,356 53,591 Income from continuing operations before income tax106,781 51,131 55,650 
Income tax expense from continuing operationsIncome tax expense from continuing operations30,219 5,243 24,976 Income tax expense from continuing operations30,510 12,083 18,427 
Income from continuing operationsIncome from continuing operations$85,728 $57,113 $28,615 Income from continuing operations$76,271 $39,048 $37,223 
Discontinued operations:Discontinued operations:
Income from discontinued operations before income taxIncome from discontinued operations before income tax4,003 15,787 (11,784)
Gain on sale of discontinued operationsGain on sale of discontinued operations176,078 — 176,078 
Income tax expense from discontinued operationsIncome tax expense from discontinued operations45,468 3,664 41,804 
Income from discontinued operationsIncome from discontinued operations134,613 12,123 122,490 
Net incomeNet income$210,884 $51,171 $159,713 

Comparison of Three Months Ended September 30,March 31, 2023 and 2022 and 2021
Revenue: Total revenue increased $143.2$114.3 million, or 31.1%25.3%, to $604.2$565.5 million for the three months ended September 30, 2022March 31, 2023 from $461.0$451.2 million for the three months ended September 30, 2021.March 31, 2022. Leasing revenue increased $104.9$88.4 million, or 30.6%25.1%, as compared to the same period in 20212022 driven by improved pricing and value added products penetration and an increase of 41,04812,304 average portable storage units on rent driven by significant increases in delivery activity during 2021 and into 2022 as economic activity rebounded versus 2020 and recent acquisition activity.rent. Delivery and installation revenues increased $40.9$21.1 million, or 44.5%24.7%, due to increased overall activity and increased pricing due toacross both of our ability to pass through increasing fuel costs and general price increases.segments. Rental unit sales increased $2.7decreased $0.1 million, or 24.1%1.2%, and new unit sales decreased $5.5increased $4.9 million, or 35.7%. We estimate that recent acquisitions completed over the past four quarters contributed approximately $22.4 million to total revenues for three months ended September 30, 2022.84.5% driven by increased sale opportunities in our Modular segment.
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Total average units on rent for the three months ended September 30,March 31, 2023 and 2022 were 267,230 and 2021 were 318,281 and 273,080,256,356, respectively, representing an increase of 45,201,10,874, or 16.6%4.2%. Of this increase, approximately 20,000 portable storage units and 4,000 modular space units on rent were added through recent acquisitions. Portable storage average units on rent increased by 41,04812,304 units, or 25.1%8.1%, for the three months ended September 30, 2022March 31, 2023 driven by strong demanddelivery and acquisitions.unit on rent growth in 2022. The average portable storage unit utilization rate during the three months ended September 30, 2022March 31, 2023 was 88.9%78.7%, as compared to
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83.9% 83.1% during the same period in 2021.2022. Modular space average units on rent increased 4,153decreased 1,430 units, or 3.8%1.4%, for the three months ended September 30, 2022March 31, 2023 as compared to the three months ended September 30, 2021 driven primarily by acquisitions.March 31, 2022. The average modular space unit utilization rate during the three months ended September 30, 2022March 31, 2023 was 68.9%,66.0% as compared to 70.1%68.5% during the same period in 2021.2022.
Modular space average monthly rental rates increased 18.3%19.7% to $907$989 for the three months ended September 30, 2022. Improved pricing was achieved across all relevant segments.March 31, 2023. Average modular space monthly rental rates increased by $157,$152, or 18.8%17.0%, to $991$1,046 in the NA Modular segment and by $144,$174, or 23.9%29.7%, in the NA Storage segment. Increases were driven by a continuation of ourthe long-term price optimization initiative 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 segment. The NA Storage segment also continued to see early benefits from increased VAPS penetration opportunities.
Average portable storage monthly rental rates increased 25.5%30.1% to $182$216 for the three months ended September 30, 2022March 31, 2023 driven by our price management tools and processes further supported by high utilization and by an acceleration earlier intoearly benefits from increased VAPS penetration opportunities on our basic VAPS offerings in the thirdStorage segment, which began in the second quarter of our seasonal retail business at increased rates.2022.
Gross Profit: Our gross profit percentage was 52.0% and 51.9% for the three months ended September 30, 2022 and 2021, respectively. Our adjusted gross profit percentage, which excludes the effects of depreciation, was 63.5% and 63.4% for the three months ended September 30, 2022 and 2021, respectively. Gross profit increased $75.1$89.1 million, or 31.4%38.1%, to $314.3$323.1 million for the three months ended September 30, 2022March 31, 2023 from $239.2$234.1 million for the three months ended September 30, 2021.March 31, 2022. The increase in gross profit was a result of a $71.0$71.2 million increase in leasing gross profit, increased delivery and installation gross profit of $19.4$16.7 million and increased new and rental unit sale marginssales gross profit of $0.8$2.8 million. These increasesIncreases were primarily a result of increased revenues due to favorable average monthly rental rates and delivery and installation pricing across both portable storage and modular space units, increased pricing on delivery and installation, as well as due to higherincreased portable storage units on rentrent. Cost of leasing and services increased activity levels driving higher deliveryby $21.6 million, or 14.3%, for the three months ended March 31, 2023 versus the three months ended March 31, 2022, driven by a $5.7 million, or 27.6%, increase in material costs, a $7.4 million, or 13.9%, increase in labor costs, a $6.6 million, or 11.8%, increase in subcontractor costs, and installationa $1.9 million, or 9.1%, increase in vehicle, equipment and other costs. Cost of sales increased by $2.0 million, or 23.3%, which is in line with expected costs to deliver increased sales revenues partially offset by increased variable costs duringof 35.0% for the period as a resultthree months ended March 31, 2023, resulting in improved sales gross profit margins. The year over year changes in each of higher activity levelsthese cost components was consistent with historical trends and management's expectations given the respective change in the current quartersales volume and inflationary pressures across manyimpacting our business. Increase in gross profit were offset partially by increased depreciation of our cost categories. Depreciation increased $16.2$1.6 million, or 2.8%, as a result of capital investments made over the past twelve months in our rental equipment, includingequipment.
Our resulting gross profit percentage was 57.1% and 51.9% for the impactthree months ended March 31, 2023 and 2022, respectively. Our gross profit percentage, excluding the effects of recent acquisitions.depreciation, was 67.6% and 64.6% for the three months ended March 31, 2023 and 2022, respectively. These increases were driven primarily by continued price optimization within leasing, delivery, and installation revenues and execution of VAPS penetration opportunities that have outpaced increases in cost of leasing and services.
SG&A: Selling, general and administrative expense ("SG&A") increased $18.1$12.7 million, or 14.2%9.2%, to $145.4$150.9 million for the three months ended September 30, 2022,March 31, 2023, compared to $127.3$138.1 million for the three months ended September 30, 2021.March 31, 2022. Employee costsCosts excluding stock compensation increased $12.2$2.5 million, or 20.6%3.8%, driven by a 12% increase in SG&A headcount to support both organic and inorganic growth, wage increases, and increased variable compensation as a result of the growth achieved. Stockan increase in indirect labor headcount and annual wage increases. Travel expenses increased $3.5 million, or 66.3%, due to increased travel and training, and real estate costs increased $2.1 million, or 11.2%. Additionally, stock compensation expense increased $1.0$1.9 million to $7.2 million for the three months ended September 30, 2022, compared to $6.2 million for the three months ended September 30, 2021. Integration costs decreased $4.3 million to $3.9 million for the three months ended September 30, 2022, compared to $8.2 million for the three months ended September 30, 2021. The remaining increases were primarily driven by increased economic activity and inflationary increases, including increased occupancy and office costs, legal and professional fees, insurance, travel expenses, and marketing cost increases.March 31, 2023, compared to $6.3 million for the three months ended March 31, 2022.
Other Depreciation and Amortization: Other depreciation and amortization increased $0.6$1.8 million to $17.1$17.2 million for the three months ended September 30, 2022March 31, 2023 compared to $16.5$15.4 million for the three months ended September 30, 2021.March 31, 2022. The increase was driven by an increaseincreased depreciation as a result of our recent investments in depreciation of vehicles, buildingsour CRM system and equipment.other infrastructure improvements across our branch network.
Lease Impairment Expense and Other Related Charges:Currency Losses (Gains), net: Lease impairment expense and other related charges were $0 for the three months ended September 30, 2022 as comparedCurrency losses, net increased by $6.7 million to $0.6$6.8 million for the three months ended September 30, 2021. The decrease resulted from fewer closed locations during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.
Restructuring Costs: Restructuring costs were $1.9 million for the three months ended September 30, 2021 primarily driven by employee termination costs resulting from the elimination of positions due to the merger.
Currency Losses, net: Currency losses, net changed by $0.1 million to $0.2 million for the three months ended September 30, 2022March 31, 2023 from $0.1 million for the three months ended September 30, 2021.March 31, 2022. This change was primarily attributable to a loss on the impactsettlement of the contingent foreign currency exchanges rate changes on intercompany receivables and payables denominated in a currency other thanforward contract to sell £330.0 million upon the subsidiary's functional currency.closing of the sale of the former UK Storage Solutions segment.
Other (Income) Expense net:(Income), Net: Other (income) expense, net was $2.5 million of income for the three months ended September 30, 2022 compared to $1.5 million of expense for the three months ended September 30, 2021. Other income, net of $2.5was $3.4 million for the three months ended September 30, 2022March 31, 2023 compared to $1.3 million for the three months ended March 31, 2022. The increase in other income, net was primarily related to an increase in insurance recoveries in the quarterduring 2023 related to Hurricane IdaHurricanes in the Gulf Coast area of the United States in 2021.States.
Interest Expense: Interest expense increased $9.2$14.3 million, or 31.7%46.7%, to $38.2$44.9 million for the three months ended September 30, 2022March 31, 2023 from $29.0$30.6 million for the three months ended September 30, 2021 due to both anMarch 31, 2022. The increase in outstanding borrowings and an increase in theinterest expense was a result of higher overall weighted average interest rate for borrowings under the ABL Facility due to increased benchmark interest rates partially offset by a favorable margin reduction as a result of the June 30, 2022
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amendment to the credit facility.our financing activities. See Note 10 to the condensed consolidated financial statements for further discussion of our debt.
Income Tax Expense: Income tax expense increased $25.0 million to $30.2 million for the three months ended September 30, 2022 compared to $5.2 million for the three months ended September 30, 2021. The increase in expense was driven by the pre-tax income increase for the three months ended September 30, 2022.

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021
Our condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021 are presented below.
Nine Months Ended September 30,2022 vs. 2021 $ Change
(in thousands)20222021
Revenues:
Leasing and services revenue:
Leasing$1,226,206 $965,894 $260,312 
Delivery and installation341,027 252,914 88,113 
Sales revenue:
New units26,232 35,915 (9,683)
Rental units38,874 40,911 (2,037)
Total revenues1,632,339 1,295,634 336,705 
Costs:
Costs of leasing and services:
Leasing288,774 222,747 66,027 
Delivery and installation256,130 209,963 46,167 
Costs of sales:
New units15,469 24,322 (8,853)
Rental units21,123 22,441 (1,318)
Depreciation of rental equipment192,228 165,027 27,201 
Gross profit858,615 651,134 207,481 
Expenses:
Selling, general and administrative445,319 356,651 88,668 
Other depreciation and amortization50,895 51,793 (898)
Lease impairment expense and other related charges254 2,328 (2,074)
Restructuring costs(86)11,956 (12,042)
Currency losses, net247 196 51 
Other (income) expense, net(7,642)202 (7,844)
Operating income369,628 228,008 141,620 
Interest expense102,362 87,793 14,569 
Fair value loss on common stock warrant liabilities— 26,597 (26,597)
     Loss on extinguishment of debt— 5,999 (5,999)
Income from continuing operations before income tax267,266 107,619 159,647 
Income tax expense67,167 32,341 34,826 
Income from continuing operations$200,099 $75,278 $124,821 

Comparison of Nine Months Ended September 30, 2022 and 2021
Revenue: Total revenue increased $336.7 million, or 26.0%, to $1,632.3 million for the nine months ended September 30, 2022 from $1,295.6 million for the nine months ended September 30, 2021. Leasing revenue increased $260.3 million, or 26.9%, as compared to the same period in 2021 driven by an increase of 38,780 average modular space and portable storage units on rent as a result of increased economic activity and acquisitions, and improved pricing and value added products. Delivery and installation revenues increased $88.1 million, or 34.8%, due to increased overall activity and increased pricing due to our ability to pass through increasing fuel costs and general price increases. Rental unit sales decreased $2.0 million, or 4.9%, and new unit sales decreased $9.7 million, or 27.0%.
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Total average units on rent for the nine months ended September 30, 2022 and 2021 were 302,444 and 263,664, respectively. Modular space average units on rent increased 2,787 units, or 2.5%, for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021. Modular space average monthly rental rates increased 17.3% to $853 for the nine months ended September 30, 2022. Portable storage average units on rent increased by 35,993 units, or 23.5%, for the nine months ended September 30, 2022. Average portable storage monthly rental rates increased 22.1% to $171 for the nine months ended September 30, 2022. The average modular space unit utilization rate during the nine months ended September 30, 2022 was 68.9%, as compared to 70.2% during the same period in 2021. The average portable storage unit utilization rate during the nine months ended September 30, 2022 was 86.4%, as compared to 78.7% during the same period in 2021.
Gross Profit: Our gross profit percentage was 52.6% and 50.3% for the nine months ended September 30, 2022 and 2021, respectively. Our adjusted gross profit percentage, which excludes the effects of depreciation, was 64.4% and 63.0% for the nine months ended September 30, 2022 and 2021, respectively. Gross profit increased $207.5 million, or 31.9%, to $858.6 million for the nine months ended September 30, 2022 from $651.1 million for the nine months ended September 30, 2021. The increase in gross profit was a result of a $194.2 million increase in leasing gross profit and increased delivery and installation gross profit of $42.0 million, partially offset by decreased new and rental unit sale margins of $1.6 million. The increases in leasing gross profit and delivery and installation gross profit were driven by favorable average monthly rental rates on modular space and portable storage units, increased pricing on delivery and installation, as well as due to higher units on rent and increased activity levels driving higher delivery and installation revenues. Depreciation increased to $192.2 million as a result of fleet acquired through acquisitions and capital investments made in our rental equipment.
SG&A: SG&A increased $88.6 million, or 24.8%, to $445.3 million for the nine months ended September 30, 2022, compared to $356.7 million for the nine months ended September 30, 2021. Employee costs excluding stock compensation increased $45.3 million, or 27.2%, driven by a 13% increase in SG&A headcount to support both organic and inorganic growth, wage increases, and increased variable compensation as a result of the growth achieved. Stock compensation expense increased $8.3 million to $22.6 million for the nine months ended September 30, 2022, compared to $14.3 million for the nine months ended September 30, 2021. Integration costs decreased $10.0 million to $13.2 million for the nine months ended September 30, 2022, compared to $23.2 million for the nine months ended September 30, 2021. The remaining increases were primarily driven by increased economic activity and inflationary increases, including increased occupancy and office costs, legal and professional fees, insurance, travel expenses, and marketing cost increases.
Other Depreciation and Amortization: Other depreciation and amortization decreased $0.9 million to $50.9 million for the nine months ended September 30, 2022 compared to $51.8 million for the nine months ended September 30, 2021.
Lease Impairment Expense and Other Related Charges: Lease impairment expense and other related charges was $0.3 million for the nine months ended September 30, 2022 as compared to $2.3 million for the nine months ended September 30, 2021.
Restructuring Costs: In the nine months ended September 30, 2021, the Company recorded $12.0 million of restructuring costs primarily as a result of employee termination costs from the elimination of positions due to the Merger. Employee termination costs of $7.2 million were settled in stock, which is non-cash, non-recurring and not included in stock compensation expense.
Currency Losses, Net: Currency losses, net of $0.2 million remained flat for the nine months ended September 30, 2022 when compared to the nine months ended September 30, 2021.
Other Income, Net: Other income, net was $7.6 million of income for the nine months ended September 30, 2022 compared to $0.2 million of expense for the nine months ended September 30, 2021. The increase was primarily attributable to insurance recoveries in the current period related to Hurricane Ida in the Gulf Coast area of the United States in 2021.
Interest Expense: Interest expense increased $14.6 million to $102.4 million for the nine months ended September 30, 2022 from $87.8 million for the nine months ended September 30, 2021 due to both an increase in outstanding borrowings and an increase in the weighted average interest rate for borrowings under the ABL Facility due to increased benchmark interest rates, partially offset by a favorable margin reduction as a result of the June 30, 2022 amendment to the credit facility. See Note 109 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 $26.6 million for the nine months ended September 30, 2021, primarily due to the change in estimated fair value of common stock warrant liabilities. Subsequent to May 2021, no 2015 Private Warrants were outstanding.
Loss on Extinguishment of Debt: During the nine months ended September 30, 2021, the Company redeemed $123.5 million of the outstanding principal of its 2025 Secured Notes and recorded a loss on extinguishment of debt of $6.0 million. There was no similar transaction in the nine months ended September 30, 2022.
Income Tax Expense: Income tax expense increased $34.9$18.4 million to $67.2$30.5 million for the ninethree months ended September 30, 2022March 31, 2023 compared to $32.3$12.1 million for the ninethree months ended September 30, 2021.March 31, 2022. The increase in expense was driven by the pre-tax income increase for the nine months ended September 30, 2022.
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an increase in income from continuing operations before income tax for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022.
Income from Discontinued Operations: Income from discontinued operations increased $122.5 million to $134.6 million for the three months ended March 31, 2023 compared to $12.1 million for the three months ended March 31, 2022. The increase in income from discontinued operations was driven by the gain on sale of the former UK Storage Solutions segment of $176.1 million, partially offset by an increase in income tax expense from discontinued operations.

Business Segment Results
Following the divestiture of the Tank and Pump segment, theThe Company operates in threetwo reportable segments as follows: NA Modular NA Storage and UK Storage. NA Modular represents the activities of the North American modular business. NAbusiness, excluding ground level offices, which were transferred to the Storage segment during the first quarter of 2023. Storage represents the activities of the North American portable storage and ground level office business. UKAs part of the transfer of the ground level offices to Storage, represents the results of allwe also adjusted average modular and portable storage operationsspace monthly rental rate in the UK. 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 beginningto only include VAPS specifically applicable to ground level offices, which has also been reflected 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.total average modular space monthly rental rate.
The following tables and discussion summarize our reportable segment financial information for the three and nine months ended September 30, 2022March 31, 2023 and 2021.2022.
Comparison of Three Months Ended September 30,March 31, 2023 and 2022 and 2021
Three Months Ended September 30, 2022
(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTotal
Revenue$375,364 $202,645 $26,164 $604,173 
Gross profit$156,852 $141,035 $16,445 $314,332 
Adjusted EBITDA$140,673 $98,695 $11,971 $251,339 
Capital expenditures for rental equipment$81,052 $41,246 $4,605 $126,903 
Average modular space units on rent87,364 18,052 8,569 113,985 
Average modular space utilization rate67.8 %73.7 %71.5 %68.9 %
Average modular space monthly rental rate$991 $746 $391 $907 
Average portable storage units on rent556 175,946 27,794 204,296 
Average portable storage utilization rate63.1 %88.8 %89.7 %88.9 %
Average portable storage monthly rental rate$227 $197 $88 $182 
Three Months Ended September 30, 2021
(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTotal
Revenue$299,051 $133,897 $28,099 $461,047 
Gross profit$127,854 $92,496 $18,876 $239,226 
Adjusted EBITDA$106,825 $59,123 $13,255 $179,203 
Capital expenditures for rental equipment$31,789 $11,920 $11,649 $55,358 
Average modular space units on rent84,218 16,316 9,298 109,832 
Average modular space utilization rate67.6 %77.6 %83.4 %70.1 %
Average modular space monthly rental rate$834 $602 $454 $767 
Average portable storage units on rent493 137,123 25,632 163,248 
Average portable storage utilization rate48.0 %83.2 %89.1 %83.9 %
Average portable storage monthly rental rate$179 $155 $90 $145 
Three Months Ended March 31, 2023
(in thousands, except for units on rent and rates)ModularStorageTotal
Revenue$349,670 $215,798 $565,468 
Gross profit$165,335 $157,793 $323,128 
Adjusted EBITDA$136,964 $109,878 $246,842 
Capital expenditures for rental equipment$39,412 $7,345 $46,757 
Average modular space units on rent81,902 20,235 102,137 
Average modular space utilization rate66.2 %65.3 %66.0 %
Average modular space monthly rental rate$1,046 $760 $989 
Average portable storage units on rent502 164,591 165,093 
Average portable storage utilization rate62.0 %78.7 %78.7 %
Average portable storage monthly rental rate$217 $216 $216 
NA
Three Months Ended March 31, 2022
(in thousands, except for units on rent and rates)ModularStorageTotal
Revenue$288,547 $162,624 $451,171 
Gross profit$122,598 $111,463 $234,061 
Adjusted EBITDA$99,586 $68,187 $167,773 
Capital expenditures for rental equipment$57,577 $20,171 $77,748 
Average modular space units on rent$80,683 $22,884 $103,567 
Average modular space utilization rate66.9 %74.9 %68.5 %
Average modular space monthly rental rate$894 $586 $826 
Average portable storage units on rent$463 $152,326 $152,789 
Average portable storage utilization rate52.6 %83.2 %83.1 %
Average portable storage monthly rental rate$160 $166 $166 
Modular
Revenue: Total revenue increased $76.3$61.1 million, or 25.5%21.2%, to $375.4$349.7 million for the three months ended September 30, 2022March 31, 2023 from $299.1$288.6 million for the three months ended September 30, 2021.March 31, 2022. The increase was primarily the result of a $51.6$46.0 million, or 23.5%20.6%, increase in leasing revenue, a $26.4$10.5 million, or 45.5%19.3%, increase in modular delivery and installation revenue a $4.0driven by improved pricing, an increase of $0.5 million, or 51.3%8.1%, increase in rental unit sales revenue. These were partially offset byrevenue and a $5.6$4.1 million, or 41.5%85.4%, decreaseincrease in new unit sales. Average modular space monthly rental rates increased 18.8%17.0% for the three months ended September 30, 2022March 31, 2023 to $991 driven by the continuation of our long-term price optimization initiative and VAPS penetration opportunities
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$1,046 driven by the continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio. Average modular space units on rent increased by 3,1461,219 units, or 3.7%1.5%, year over year primarily due to acquisitions.year.
Gross Profit: Gross profit increased $29.0$42.7 million, or 22.7%34.8%, to $156.9$165.3 million for the three months ended September 30, 2022March 31, 2023 from $127.9$122.6 million for the three months ended September 30, 2021. Gross profit percentage contracted 100 bps to 41.8%.March 31, 2022. The increase in gross profit was driven by higher leasing gross profit, which increased $29.5$33.7 million, or 18.4%20.8%, driven byfrom improved pricing including VAPS. The increase in gross profit from leasing for the three months ended September 30, 2022March 31, 2023 was further complemented by an $11.6a $6.9 million increase in delivery and installation gross profit anddriven by increased pricing ahead of inflationary costs, a $2.0$0.6 million increase in rental unit sales gross profit. These increases wereprofit, and a $1.7 million increase in new sales gross profit, partially offset by a $13.6$0.2 million increase in depreciation of rental equipment. Cost of leasing and services increased by $15.8 million, or 14.5%, for the three months ended March 31, 2023 versus the three months ended March 31, 2022, driven by a $5.5 million, or 35.0%, increase in material costs, a $5.3 million, or 14.4%, increase in labor costs, a $4.0 million, or 9.0%, increase in subcontractor costs, and a $1.0 million, or 8.2%, increase in vehicle, equipment relatedand other costs. Cost of sales increased by $2.3 million, or 34.7%, which is in line with expected costs to deliver increased sales revenues of 43.1% for three months ended March 31, 2023, resulting in improved sales gross profit margins. The year over year changes in each of these cost components was consistent with historical trends and management's expectations given the respective change in sales volume and inflationary pressures impacting our business. Increases in gross profit were offset partially by increased depreciation of $0.2 million, or 0.4%, as a result of capital investments made over the past twelve months in our rental equipment and due to fleet acquired as part of acquisitions, and a $0.3 million decrease in new unit sales gross profit.equipment.
Adjusted EBITDA: Adjusted EBITDA increased $33.9$37.3 million, or 31.8%37.4%, to $140.7$136.9 million for the three months ended September 30, 2022March 31, 2023 from $106.8$99.6 million for the three months ended September 30, 2021. Adjusted EBITDA margin percentage increased 176 bps to 37.5%.March 31, 2022. The increase was primarily driven by higher leasing and delivery and installation gross profitsprofit discussed above. SG&A, excluding discrete items, increased $12.8$7.2 million, or 19.2%9.7%, for the three months ended September 30, 2022,March 31, 2023, as compared to the three months ended September 30, 2021 to support higher staffing levels for both organic and inorganic growth, wage increases, andMarch 31, 2022. Employee Costs increased variable compensation$3.3 million, or 9.7%, as a result of the growth achieved,an increase in indirect labor headcount and annual wage increases. Travel expenses increased office$1.7 million, or 52.8% due to increased travel and occupancytraining, and real estate costs increased travel expenses, and increased subscription, legal and professional fees.$1.1 million, or 8.6%.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments increased $49.3decreased $18.2 million, or 155.0%31.6%, to $81.1$39.4 million for the three months ended September 30, 2022March 31, 2023 from $31.8$57.6 million for the three months ended September 30, 2021. Net Fleet CAPEX increased $45.3 million, or 188.8%, to $69.2 million. These increases wereMarch 31, 2022 driven by increased refurbishments,successful efforts to reduce our refurbishment costs through better unit selection and increased new fleet and VAPS purchase volumes, further increased by inflationary pressures.work scope during 2023.
NA Storage
Revenue: Total revenue increased $68.7$53.2 million, or 51.3%32.7%, to $202.6$215.8 million for the three months ended September 30, 2022March 31, 2023 from $133.9$162.6 million for the three months ended September 30, 2021. LeasingMarch 31, 2022. The increase was primarily the result of a $42.4 million, or 33.0%, increase in leasing revenue and a $10.6 million, or 34.0%, increase in delivery and installation revenue driven by improved pricing. Sales revenues increased $55.4$0.2 million, or 6.5%. Average portable storage monthly rental rates increased 30.1% for the three months ended March 31, 2023 to $216 driven by our price management tools and processes and early benefits from increased VAPS penetration opportunities on our basic VAPS offerings, which began in the currentsecond quarter compared to the prior-year quarter. Modularof 2022. Average modular space average units on rent increased 10.6%by 12,265 units, or 8.1%, year over year driven by strong delivery and averageunit on rent growth in 2022. Average modular space monthly rental rates increased 23.9%29.7% year-over-year driven primarily by increased pricing on new deliveries. Portable storagedeliveries; however, average units on rent increased 38,823, or 28.3%. Increases in organic activity drove an increase in average portable storage units on rent of approximately 14.0% or 19,000 units on rent, including an acceleration earlier into the third quarter of our seasonal retail business. The remaining increase of approximately 20,000 units on rent wasdecreased 11.6% driven by units added in recent acquisitions. Average portable storage monthly rental rates increased 27.1% year-over-year as a result of our price management tools and processes, further supported by high utilization, and by an acceleration earlier into the third quarter of our seasonal retail business. Delivery and installation revenues increased $14.3 million year-over-year driven by increased demand for new project deliveries, and by increased pricing on new deliveries and returns as compared to 2021. Sales revenues decreased $1.0 million compared to the prior-year quarter.lower demand.
Gross Profit: Gross profit increased by $48.5$46.3 million, or 52.4%41.5%, to $141.0$157.8 million for the three months ended September 30, 2022March 31, 2023 compared to $92.5$111.5 million for the three months ended September 30, 2021. Gross profit percentage increased 50 bps to 69.6%.March 31, 2022. Gross profit on leasing activity increased by $43.5$37.5 million year-over-yearyear over year driven by both increased volume and increased pricing as described above. For deliveryDelivery and installation gross profit increased $8.4 million.$9.8 million, or 114.5%, driven by increased pricing ahead of inflationary cost. Sales gross profit increased by $0.5 million to $1.7 million. Increases in gross profit were partially offset by a $1.4 million increase in depreciation of rental equipment. Cost of leasing and services increased by $5.8 million, or 13.9%, for the three months ended March 31, 2023 versus the three months ended March 31, 2022, driven by a $0.2 million, or 4.1%, increase in material costs, a $2.1 million, or 12.8%, increase in labor costs, a $2.5 million, or 22.9%, increase in subcontractor costs, and a $0.9 million, or 10.2%, increase in vehicle, equipment and other costs. Cost of sales decreased by $0.9$0.3 million, to $1.2 million.or 16.1%, driven by improved sales gross profit margins on increased sales revenues of 6.5% for three months ended March 31, 2023. The year over year changes in each of these cost components was consistent with historical trends and management's expectations given the respective change in sales volume and inflationary pressures impacting our business. These increases were offset partially by increased depreciation of $1.4 million, or 18.6%, as a result of capital investments made over the past twelve months in rental equipment.
Adjusted EBITDA: Adjusted EBITDA increased $39.6$41.7 million, or 66.9%61.1%, to $98.7$109.9 million for the three months ended September 30, 2022March 31, 2023 from $59.1$68.2 million for the three months ended September 30, 2021. Adjusted EBITDAMarch 31, 2022 and the margin percentageexpanded to 50.9% from 41.9% as a result of increased 455 bps to 48.7%.units on rent, favorable pricing on units and on delivery and installation, and increased VAPS penetration. The increase in Adjusted EBITDA was driven primarily by increased leasing gross profit as described above, partially offset by increased SG&A. Excluding acquisition-related costs and stock-based compensation, SG&A, excluding discrete items, increased $10.5$5.8 million, in this segment. The increase was comprised of increased costsor 11.2%, for personnel, including commissions and otherthe three months ended March 31, 2023, as compared to the three months ended March 31, 2022. Employee Costs decreased $0.8 million, or
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2.6%, due to reduced variable compensation to supportthat offset annual wage increases. Travel expenses increased commercial activity,$1.8 million, or 87.4% due to increased travel expenses, and training, and real estate costs increased subscription and professional fees.$1.0 million, or 17.0%.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments increased $29.3of $7.3 million or 246.2%, to $41.2were $12.9 million for the three months ended September 30, 2022 from $11.9 million for the three months ended September 30, 2021. Net Fleet CAPEX increased $30.7 million, or 347.6%, to $39.5 million. The increase in purchases of rental equipment and refurbishments was driven primarily by increased purchases of portable storage containers during the period to support organic growth.
UK Storage
Revenue: Total revenue decreased $1.9 million, or 6.8%, to $26.2 million for the three months ended September 30, 2022 from $28.1 million for the three months ended September 30, 2021 due to the strengthening of the U.S. Dollar. In local currency, total revenues increased £1.8 million to £22.2 million. Leasing revenues decreased $2.0 million in the current quarter compared tolower than the prior-year quarter. In local currency, leasing revenues increased £1.0 million to £16.7 million. Modular space
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average units on rent decreased 7.8%, while portable storage units on rent increased 8.4%. Average monthly rental rates for modular space units decreased 13.9% and average monthly rental rates for portable storage units decreased 2.2% year-over-year, including the impacts of currency fluctuations. In local currency, average monthly rental rates for modular space units increased 0.3% and average monthly rental rates for portable storage increased 13.6% year-over-year. Delivery and installation revenues increased $0.2 million year-over-year. In local currency, delivery and installation revenues increased £0.9 million to £5.0 million. Sales revenues decreased $0.1 million compared to the prior-year quarter. In local currency, sales revenues decreased £0.1 million to £0.6 million.
Gross Profit: Gross profit decreased $2.5 million, or 13.2%, for the three months ended September 30, 2022 to $16.4 million from $18.9 million for the three months ended September 30, 2021 due to the strengthening of the U.S. Dollar. In local currency, gross profit increased £0.3 million, or 2.0%.
Adjusted EBITDA: Adjusted EBITDA decreased $1.3 million, or 9.8%, to $12.0 million for three months ended September 30, 2022 from $13.3 million for the three months ended September 30, 2021quarter driven by a reduction in new container purchases during 2023 given current utilization and the Adjusted EBITDA margin percentage contracted to 45.8% from 47.2%. The decrease resulted from the unfavorable gross profit discussed above driven by unfavorable currency fluctuations, partially offset by decreased SG&A of $1.1 million. In local currency, Adjusted EBITDA increased £0.6 million, or 5.7%.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments decreased $7.0 million, or 60.3%, to $4.6 million for the three months ended September 30, 2022 from $11.6 million for the three months ended September 30, 2021. Net Fleet CAPEX decreased $7.1 million, or 62.7%, to $4.2 million. The decrease in purchases of rental equipment and refurbishments was driven primarily by decreased purchases of portable storage containers as compared to the prior year.
Comparison of Nine Months Ended September 30, 2022 and 2021
Nine Months Ended September 30, 2022
(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTotal
Revenue$1,022,720 $529,347 $80,272 $1,632,339 
Gross profit$439,573 $367,585 $51,457 $858,615 
Adjusted EBITDA$372,502 $243,282 $36,745 $652,529 
Capital expenditures for rental equipment$221,111 $95,699 $21,824 $338,634 
Average modular space units on rent86,310 18,223 8,470 113,003 
Average modular space utilization rate67.5 %74.7 %72.0 %68.9 %
Average modular space monthly rental rate$936 $673 $409 $853 
Average portable storage units on rent498 161,331 27,612 189,441 
Average portable storage utilization rate56.5 %86.0 %89.8 %86.4 %
Average portable storage monthly rental rate$201 $184 $92 $171 
Nine Months Ended September 30, 2021
(in thousands, except for units on rent and rates)NA ModularNA StorageUK StorageTotal
Revenue$854,657 $357,439 $83,538 $1,295,634 
Gross profit$356,992 $240,836 $53,306 $651,134 
Adjusted EBITDA$307,741 $154,971 $36,647 $499,359 
Capital expenditures for rental equipment$120,288 $24,165 $22,645 $167,098 
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 

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NA Modular
Revenue: Total revenue increased $168.1 million, or 19.7%, to $1,022.8 million for the nine months ended September 30, 2022 from $854.7 million for the nine months ended September 30, 2021. The increase was primarily the result of a $119.3 million, or 18.7%, increase in leasing revenue, a $52.2 million, or 32.3%, increase in delivery and installation revenues and a $3.2 million, or 11.3%, 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 in the first and second quarters of 2022 as a 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 of 2021 to the NA Storage segment, reallocating approximately $10.0 million of revenue from NA Modular segment to the NA Storage segment in the first six months of 2022 relative to the first six months of 2021. Average modular space monthly rental rates increased 18.5% for the nine months ended September 30, 2022 to $936 driven by the continuation of our long-term price optimization initiative and VAPS penetration opportunities across our portfolio. In addition to improved pricing, average modular space units on rent increased by 1,721 units, or 2.0%, year over year driven primarily by acquisitions.
Gross Profit: Gross profit increased $82.6 million, or 23.1%, to $439.6 million for the nine months ended September 30, 2022 from $357.0 million for the nine months ended September 30, 2021. The increase in gross profit was driven by higher leasing gross profit, which increased $77.7 million, or 16.7%, driven by improved pricing including VAPS and increased modular unit on rent volumes, partially offset by the transfer of portable storage units to the NA Storage segment discussed above, and a $25.2 million increase in delivery and installation gross profit driven by volumes and improved pricing. These increases were further complemented by a $0.5 million increase in new sales gross profit and $1.7 million increase in rental unit sales gross profit. These increases were partially offset by a $22.5 million increase in depreciation of rental equipment related to capitalsignificant investments made in our rental equipment and due to fleet acquired as part of acquisitions.
Adjusted EBITDA: Adjusted EBITDA increased $64.8 million, or 21.0%, to $372.5 million for the nine months ended September 30, 2022 from $307.7 million for the nine months ended September 30, 2021. The increase was driven by higher leasing gross profit discussed above. SG&A, excluding discrete items, increased $50.0 million, or 26.0%, for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021 to support higher staffing levels for both organic and inorganic growth, wage increases, and increased variable compensation as a result of the growth achieved, increased office and occupancy costs, increased travel expenses, and increased subscription, legal and professional fees.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments increased $100.8 million, or 83.8%, to $221.1 million for the nine months ended September 30, 2022 from $120.3 million for the nine months ended September 30, 2021. These increases were driven by increased refurbishments, and increased new fleet and VAPS purchase volumes, further increased by inflationary pressures.

NA Storage
Revenue: Total revenue increased $171.9 million, or 48.1%, to $529.4 million for the nine months ended September 30, 2022 from $357.5 million for the nine months ended September 30, 2021. The increase was primarily the result of a $142.0 million, or 53.1%, increase in leasing revenue, and a $36.5 million, or 49.9%, increase in delivery and installation revenues. These increases were partially offset by a decrease in rental unit sales revenue of $5.3 million, or 46.5%. Average portable storage monthly rental rates increased 21.1% for the nine months ended September 30, 2022 to $184 as a result of our price management tools and processes, further supported by high utilization, and by an acceleration earlier into the third quarter of our seasonal retail business. Average portable storage units on rent increased by 42,733 units, or 36.0%, year over year, driven by increased organic economic activity of approximately 17,500 average units on rent, approximately 17,000 average units on rent acquired from acquisitions, and due to the transfer of approximately 12,000 portable storage units on rent from the NA Modular segment, which occurred in the third quarter of 2021 (8,000 average units on rent impact). Average modular space monthly rental rates increased 18.1% for the nine months ended September 30, 2022 to $673 driven by the continuation of our long-term price optimization initiative and VAPS penetration opportunities across our portfolio. Average modular space units on rent increased by 1,852 units, or 11.3%, year over year, of which approximately 30% was acquisition driven.
Gross Profit: Gross profit increased $126.8 million, or 52.7%, to $367.6 million for the nine months ended September 30, 2022 from $240.8 million for the nine months ended September 30, 2021. Gross profit on leasing activity increased by $116.8 million year-over-year driven by both increased volume and increased pricing as described above. For delivery and installation, gross profit increased $17.9 million. Sales gross profit decreased by $3.5 million to $3.5 million.
Adjusted EBITDA: Adjusted EBITDA increased $88.3 million, or 57.0%, to $243.3 million for the nine months ended September 30, 2022 from $155.0 million for the nine months ended September 30, 2021. The increase was driven by higher leasing gross profit discussed above. SG&A, excluding discrete items, increased $40.6 million, or 38.4%, for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021 to support higher staffing levels for both organic and inorganic growth, wage increases, and increased variable compensation as a result of the growth achieved, increased office and occupancy costs, increased travel expenses, and increased subscription, legal and professional fees.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments increased $71.5 million, or 295.5%, to $95.7 million for the nine months ended September 30, 2022 from $24.2 million for the nine months
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ended September 30, 2021. The increase in purchases of rental equipment and refurbishments was driven primarily by increased purchases of portable storage containers during the period to support organic growth.

UK Storage
Revenue: Total revenue decreased $3.2 million, or 3.9%, to $80.3 million for the nine months ended September 30, 2022 from $83.5 million for the nine months ended September 30, 2021 due to the strengthening of the U.S. Dollar. The decrease was primarily the result of a $1.8 million, or 66.7%, decrease in new unit sales revenue and a $0.6 million, or 3.3%, decrease in delivery and installation revenues. In local currency, total revenue increased £3.6 million, driven by a £3.8 million increase in leasing revenue, and a £0.9 million increase in delivery and installation revenue, partially offset by a £1.1 million decrease in sales revenue. Average portable storage monthly rental rates increased 7.0% for the nine months ended September 30, 2022 to $92. Average portable storage units on rent increased by 2,328 units, or 9.2%, year over year. Average modular space monthly rental rates decreased 4.4% for the nine months ended September 30, 2022 to $409. Average modular space units on rent decreased by 786 units, or 8.5%, year over year. In local currency, average portable storage monthly rental rates decreased 5.2% for the nine months ended September 30, 2022 to £73, and average modular space monthly rental rates decreased 13.3% for the nine months ended September 30, 2022 to £325.
Gross Profit: Gross profit decreased $1.8 million, or 3.4%, to $51.5 million for the nine months ended September 30, 2022 from $53.3 million for the nine months ended September 30, 2021 due to the strengthening of the U.S. Dollar. Gross profit on leasing activity decreased by $0.3 million year-over-year. For delivery and installation, gross profit decreased $1.2 million. Sales gross profit decreased by $0.2 million to $0.7 million. In local currency, gross profit increased £2.4 million, or 6.4% for the nine months ended September 30, 2022 from £38.5 million. Gross profit on leasing activity increased by £3.3 million. For delivery and installation, gross profit decreased £0.4 million. Sales gross profit decreased by £0.1 million to £0.6 million.
Adjusted EBITDA: Adjusted EBITDA increased $0.1 million, or 0.3%, to $36.7 million for the nine months ended September 30, 2022 from $36.6 million for the nine months ended September 30, 2021. The increase was driven by higher leasing gross profit discussed above. SG&A, excluding discrete items, decreased $1.8 million, or 9.0%, for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021. In local currency, Adjusted EBITDA increased £2.8 million, or 10.6%.
Capital Expenditures for Rental Equipment: Purchases of rental equipment and refurbishments decreased $0.8 million, or 3.5%, to $21.8 million for the nine months ended September 30, 2022 from $22.6 million for the nine months ended September 30, 2021.2022.

Reconciliation ofOther Non-GAAP Financial MeasuresData and Reconciliations
In addition to using GAAP financial measurements, we use certain non-GAAP financial measures to evaluate our operating results. As such, we include in this Quarterly Report on Form 10-Q reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures. Set forth below are definitions and reconciliations to the nearest comparable GAAP measure of certain non-GAAP financial measures used in this Quarterly Report on Form 10-Q along with descriptions of why we believe these measures provide useful information to investors as well as a description of the limitations of these measures. Each of these non-GAAP financial measures has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for analysis of, results reported under GAAP. Our measurements of these metrics may not be comparable to similarly titled measures of other companies.
Adjusted EBITDA
We define EBITDA as net income (loss) plus net interest (income) 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: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.
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.
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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, including 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.
Our Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated income from continuing operations to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance of the segments, inclusive of indirect costs.
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;
althoughAlthough 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
otherOther 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 measuresa measure of cash that will be available to meet our obligations.
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The following table providestables provide unaudited reconciliations of Income from continuing operations to Adjusted EBITDA:
Three Months EndedNine Months Ended
September 30,September 30,
(in thousands)2022202120222021
Income from continuing operations$85,728 $57,113 $200,099 $75,278 
Income tax expense from continuing operations30,219 5,243 67,167 32,341 
Loss on extinguishment of debt— — — 5,999 
Fair value loss on common stock warrant liabilities— — — 26,597 
Interest expense38,165 29,006 102,362 87,793 
Depreciation and amortization86,225 69,449 243,123 216,820 
Currency losses, net236 127 247 196 
Restructuring costs, lease impairment expense and other related charges— 2,457 168 14,284 
Transaction costs— 303 35 1,147 
Integration costs3,902 8,242 13,182 23,206 
Stock compensation expense7,180 6,157 22,628 14,305 
Other(316)1,106 3,518 1,393 
Adjusted EBITDA$251,339 $179,203 $652,529 $499,359 

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Income From Continuing Operations Excluding Gain/Loss from Warrants
We define Income from Continuing Operations Excluding Gain/Loss from Warrants as income from continuing operations plus or minus the impact of the change in the fair value of the common stock warrant liability. Management believes that the presentation of our financial statements excluding the impact of the mark-to-market adjustment provides useful information regarding our results of operations and assists in the review of our actual operating performance. The following table provides unaudited reconciliations of Income from Continuing Operations to Income from Continuing Operations Excluding Gain/Loss from Warrants:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Income from Continuing Operations$85,728 $57,113 $200,099 $75,278 
Fair value loss on common stock warrant liabilities— — — 26,597 
Income from Continuing Operations Excluding Gain/Loss from Warrants$85,728 $57,113 $200,099 $101,875 
Three Months Ended
March 31,
(in thousands)20232022
Income from continuing operations$76,271 $39,048 
Income tax expense from continuing operations30,510 12,083 
Interest expense44,866 30,570 
Depreciation and amortization76,329 72,910 
Currency losses, net6,775 137 
Restructuring costs, lease impairment expense and other related charges22 263 
Transaction costs— 13 
Integration costs3,873 4,087 
Stock compensation expense8,150 6,273 
Other46 2,389 
Adjusted EBITDA from continuing operations$246,842 $167,773 

Adjusted EBITDA Margin
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. Income from Continuing Operations Margin is defined as Income from continuing operations divided by revenue. Management believes that the presentation of Adjusted EBITDA Margin and Income from Continuing Operations Margin provides useful information to investors regarding the performance of our business. The following table provides unaudited reconciliations of Adjusted EBITDA Margin and Income from Continuing Operations Margin:
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended
March 31,
(in thousands)(in thousands)2022202120222021(in thousands)20232022
Adjusted EBITDA (A)$251,339 $179,203 $652,529 $499,359 
Adjusted EBITDA from continuing operations (A)Adjusted EBITDA from continuing operations (A)$246,842 $167,773 
Revenue (B)Revenue (B)604,173 461,047 1,632,339 1,295,634 Revenue (B)$565,468 $451,171 
Adjusted EBITDA Margin (A/B)41.6 %38.9 %40.0 %38.5 %
Adjusted EBITDA Margin from Continuing Operations (A/B)Adjusted EBITDA Margin from Continuing Operations (A/B)43.7 %37.2 %
Income from continuing operations (C)Income from continuing operations (C)$85,728 $57,113 $200,099 $75,278 Income from continuing operations (C)$76,271 $39,048 
Income from Continuing Operations Margin (C/B)Income from Continuing Operations Margin (C/B)14.2 %12.4 %12.3 %5.8 %Income from Continuing Operations Margin (C/B)13.5 %8.7 %

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 measures 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 and assists in analyzing the performance of our business.
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The following table provides unaudited reconciliations of gross profit to Adjusted Gross Profit and Adjusted Gross Profit Percentage:
Three Months EndedNine Months Ended
September 30,September 30,
(in thousands)2022202120222021
Revenue (A)$604,173 $461,047 $1,632,339 $1,295,634 
Gross profit (B)$314,332 $239,226 $858,615 $651,134 
Depreciation of rental equipment69,159 52,990 192,228 165,027 
Adjusted Gross Profit (C)$383,491 $292,216 $1,050,843 $816,161 
Gross Profit Percentage (B/A)52.0 %51.9 %52.6 %50.3 %
Adjusted Gross Profit Percentage (C/A)63.5 %63.4 %64.4 %63.0 %
Net CAPEX
We define NetNet CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities. Management believes that the presentation of Net CAPEX provides useful information to investors regarding the net capital invested intoin our rental fleet and property, plant property and equipment each year to assist in analyzing the performance of our business. As presented below, Net CAPEX includes amounts for the former Tank and Pump segment through September 30, 2022 and the former UK Storage Solutions segment through January 31, 2023.
The following table providestables provide unaudited reconciliations of Net CAPEX:
Three Months EndedNine Months Ended
September 30,September 30,Three Months Ended
March 31,
(in thousands)(in thousands)2022202120222021(in thousands)20232022
Total purchases of rental equipment and refurbishmentsTotal purchases of rental equipment and refurbishments$(135,076)$(60,374)$(360,465)$(178,191)Total purchases of rental equipment and refurbishments$(47,128)$(95,236)
Total proceeds from sale of rental equipmentTotal proceeds from sale of rental equipment17,183 11,597 52,263 42,034 Total proceeds from sale of rental equipment7,781 14,554 
Net CAPEX for Rental EquipmentNet CAPEX for Rental Equipment(117,893)(48,777)(308,202)(136,157)Net CAPEX for Rental Equipment(39,347)(80,682)
Purchases of property, plant and equipment(10,000)(3,386)(30,253)(20,836)
Purchase of property, plant and equipmentPurchase of property, plant and equipment(6,736)(10,481)
Proceeds from sale of property, plant and equipmentProceeds from sale of property, plant and equipment894 209 1,645 16,647 Proceeds from sale of property, plant and equipment258 260 
Net CAPEXNet CAPEX$(126,999)$(51,954)$(336,810)$(140,346)Net CAPEX$(45,825)$(90,903)

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Liquidity and Capital Resources
Overview
WillScot Mobile Mini is a holding company that derives its operating cash flow from its operating subsidiaries. Our principal sources of liquidity include cash generated by operating activities from our subsidiaries, borrowings under theour ABL Facility, (as defined below), 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 consistently accessed 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. We believe we have ample liquidity in the ABL Facility and 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 alternatives to optimize our capital 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 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. Availability of financing and the associated terms are inherently dependent on the debt and equity capital markets and subject to change. From time to time, we may also seek to streamline our capital structure and improve our financial
47


position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.
Our revolving credit facility provides an aggregate principal amount of up to $3.7 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”), and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility")Facility," and together with the US Facility, (collectively, the “ABL Facility”), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros.. Borrowing availability under the ABL Facility is equal to the lesser of $3.7 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.pool, of which our rental equipment represents the largest component. At September 30, 2022,March 31, 2023, we had $1.9$1.1 billion outstanding principal and $1.1 billion of available borrowing capacity under the ABL Facility.
Cash Flow Comparison forof the NineThree Months Ended September 30,March 31, 2023 and 2022 and 2021
Significant factors driving our liquidity 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 consolidated statements of cash flows include amounts for the former Tank and Pump segment through September 30, 2022 and the former UK Storage Solutions segment through January 31, 2023. See Note 3 to the financial statements for disclosure of significant operating and investing items related to the former Tank and Pump and former UK Storage Solutions segments.
The following summarizes our change in cash and cash equivalents for the periods presented:
Nine Months Ended
September 30,
Three Months Ended
March 31,
(in thousands)(in thousands)20222021(in thousands)20232022
Net cash from operating activities$544,238 $392,055 
Net cash from investing activities(225,930)(196,590)
Net cash from financing activities(313,723)(208,935)
Net cash provided by operating activitiesNet cash provided by operating activities$148,765 $145,527 
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities271,949 (148,360)
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(423,087)1,586 
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents(1,842)(150)Effect of exchange rate changes on cash and cash equivalents517 (131)
Net change in cash and cash equivalentsNet change in cash and cash equivalents$2,743 $(13,620)Net change in cash and cash equivalents$(1,856)$(1,378)
Cash Flows from Operating Activities
Cash provided by operating activities for the ninethree months ended September 30, 2022March 31, 2023 was $544.2$148.8 million as compared to $392.1$145.5 million for the ninethree months ended September 30, 2021,March 31, 2022, an increase of $152.2 million, or 38.8%.$3.2 million. The increase was due to an increase of $157.5$37.3 million of net income, adjusted for non-cash items, partially offset byand a decrease of $5.2$34.1 million in the net changes inmovements of the operating assets and liabilities.
Cash Flows from Investing Activities
Cash used inprovided by investing activities for the ninethree months ended September 30, 2022March 31, 2023 was $225.9$271.9 million as compared to $196.6 million for the nine months ended September 30, 2021, an increase of $29.3 million. The increase in cash used in investing activities of $148.4 million for the three months ended March 31, 2022, an increase of $420.3 million in cash provided by investing activities. The increase in cash provided by investing activities was driven by proceeds of $404.0
35


million from the sale of discontinued operations, a $182.3$48.1 million increasedecrease in cash used for the purchase of rental equipment and refurbishments, and a $152.4$3.7 million decrease in cash used for the purchase of property, plant and equipment. The increase was partially offset by a $21.0 million increase in cash used in acquisitions, net of cash acquired, a $15.0cash payment of $7.7 million decrease in proceeds from salefor the settlement of property, plant and equipment,the contingent foreign currency forward contract, and a $9.5$6.8 million increase in cash used for the purchase of property, plant and equipment, partially offset by a $319.5 million increase in proceeds from sale of Tank and Pump business and a $10.3 million increasedecrease in proceeds from the sale of rental equipment.
Cash Flows from Financing Activities
Cash used in financing activities for the ninethree months ended September 30, 2022March 31, 2023 was $313.7$423.1 million as compared to $208.9cash provided by financing activities of $1.6 million for the ninethree months ended September 30, 2021, an increaseMarch 31, 2022, a change of $104.8$424.7 million. The increasechange was primarily due to a $195.1$499.3 million increase in repayments of borrowings and a $137.4 million increase in the repurchase and cancellation of common stock and warrants, an $87.1 million increase in repayment of borrowings, and a $27.0 million increase in principal payments on finance lease obligations, partially offset by a $212.1$211.3 million increase in receipts from borrowings.
Free Cash Flow
Free Cash Flow is a non-GAAP measure. We define Free Cash Flow as net cash provided by operating activities, less purchases of, and proceeds from, rental equipment and property, plant and equipment, which are all included in cash flows from investing activities. Management believes that the presentation of Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation alternatives.
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The following table provides reconciliationsa reconciliation of net cash provided by operating activities to Free Cash Flow.
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended
March 31,
(in thousands)(in thousands)2022202120222021(in thousands)20232022
Net cash provided by operating activitiesNet cash provided by operating activities$210,385 $130,447 $544,238 $392,055 Net cash provided by operating activities$148,765 $145,527 
Purchase of rental equipment and refurbishmentsPurchase of rental equipment and refurbishments(135,076)(60,374)(360,465)(178,191)Purchase of rental equipment and refurbishments(47,128)(95,236)
Proceeds from sale of rental equipmentProceeds from sale of rental equipment17,183 11,597 52,263 42,034 Proceeds from sale of rental equipment7,781 14,554 
Purchases of property, plant and equipment(10,000)(3,386)(30,253)(20,836)
Purchase of property, plant and equipmentPurchase of property, plant and equipment(6,736)(10,481)
Proceeds from the sale of property, plant and equipmentProceeds from the sale of property, plant and equipment894 209 1,645 16,647 Proceeds from the sale of property, plant and equipment258 260 
Free Cash FlowFree Cash Flow$83,386 $78,493 $207,428 $251,709 Free Cash Flow$102,940 $54,624 
Free Cash flow from operations increased by $152.2 million or 38.8% for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021. Cash used in investing activities excluding acquisitions and sale of discontinued operations increased by $196.4 million to support unit on rent and VAPS growth with leasing revenues up 27.0% year-over-year. Cash flow from operations increased by $79.8 million, or 61.1%Flow for the three months ended September 30, 2022March 31, 2023 was $102.9 million as compared to $54.6 million for the three months ended September 30, 2021. ThisMarch 31, 2022, an increase was supportedof $48.3 million. Free Cash Flow increased year over year principally as a result of the $3.2 million increase in cash provided by operating activities and the $48.1 million decrease in cash used in the purchase of rental equipment and refurbishments, partially offset by the 30.6% increase$6.8 million decrease in leasing revenue year-over-year. Freeproceeds from the sale of rental equipment. The $148.8 million in cash flow of $207.4 millionprovided by operating activities for the ninethree months ended September 30, 2022March 31, 2023 was down $44.3returned to shareholders through repurchases and cancellations of $215.1 million as comparedof stock and reinvested into the business to support the nine months ended September 30, 2021 which is consistent with the counter cyclicalitypurchase of free cash flow in our business.rental equipment, including VAPS, and refurbishments.

Material cash requirements
The Company’s material cash requirements include the following contractual and other obligations:
Debt
The Company has outstanding debt related to its ABL Facility, 2025 Secured Notes, 2028 Secured Notes and finance leases, including interest, totaling $3.0$2.9 billion as of September 30, 2022,March 31, 2023, $13.5 million of which is obligated to be repaid within the next twelve months. Refer to Note 109 for further information regarding outstanding debt.
Operating leases
The Company has commitments for future minimum rental payments relating to operating leases, which are primarily for equipment and office space. As of September 30, 2022,March 31, 2023, the Company had lease obligations of $264.7$260.0 million, with $60.0 million payable within the next twelve months.
In addition to the aforementioned cash requirements described above, the Company has a Share Repurchase Programshare repurchase program authorized by the Board of Directors, which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock and equivalents. This program does not obligate the Company to repurchase any specific amount of shares. As of March 31, 2023, $415.1 million of the approved share repurchase pool remained available.
The Company believes its cash, cash flows generated from ongoing operations, and continued access to its revolving credit facility as well as access to debt markets are sufficient to satisfy its currently anticipated cash requirements forover the foreseeable future.next twelve months.

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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 for the year ended December 31, 20212022 (the "2021"2022 Annual Report on Form 10-K").
There were no significant changes to our critical accounting policies during the ninethree months ended September 30, 2022.March 31, 2023.

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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 we believeWillScot Mobile Mini believes that these forward-looking statements are based on reasonable assumptions, weit can give no assurance that any such forward-looking statement will materialize. Important factors that may affect actual results or outcomes include, among others:
various laws and regulations and recent pronouncements related to laws and regulations governing antitrust, climate related disclosures, cybersecurity, privacy, government contracts, anti-corruption and the environment;
our ability to successfully acquire and integrate new operations;
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;
operational, economic, political and regulatory risks;
the impact of public health crises, such as 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 and portable storage industries;
our ability to effectively manage our credit risk, collect on our accounts receivable, or recover our rental equipment;
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 the costs and restrictions on the availability of raw materials and labor;
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;
impairment of our goodwill, intangible assets and indefinite-life intangible assets;
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;
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;
our ability to establish and maintain the appropriate physical presence in our markets;
property, casualty or other losses not covered by our insurance;
our ability to close our unit sales transactions;
our ability to maintain an effective system of internal controls and accurately report our financial results;
evolving public disclosure, financial reporting and corporate governance expectations;
our ability to achieve our environmental, social and governance goals;
operational, economic, political and regulatory risks;
effective management of our rental equipment;
the effect of changes in state building codes on our ability to remarket our buildings;
foreign currency exchange rate exposure;
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significant increases in the costs and restrictions on the availability of raw materials and labor;
fluctuations in fuel costs or a reduction in fuel supplies;
our reliance on third party manufacturers and suppliers;
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 tax obligations, adoption of a new tax legislation, or exposure to additional income tax liabilities;
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our ability to access the capital and credit markets or the ability of key counterparties to perform their obligations to us:us;
our ability to service our debt and operate our business;
our ability to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness;
covenants that limit our operating and financial flexibility;
uncertainty regarding the phase-out of LIBOR;
our stock price volatility; and
such other risks and uncertainties described in the periodic reports we file with the SEC from time to time (including our 20212022 Annual Report on Form 10-K), 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 we undertakeWillScot Mobile Mini undertakes no obligation, and disclaims any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk
We are exposed to certain market risks from changes in foreign currency exchange rates and interest rates. Changes in these factors cause fluctuations in our earnings and cash flows. We evaluate and manage exposure to these market risks as follows:
Interest Rate Risk
We are primarily exposed to interest rate risk through our ABL Facility, which bears interest at variable rates. We had $1.9$1.8 billion in outstanding principal under the ABL Facility at SeptemberMarch 31, 2023.
To manage interest rate risk, in January 2023, we executed interest rate swap agreements relating to an aggregate of $750.0 million in notional amount of variable-rate debt under our ABL Facility. The swap agreements provide for us to pay a weighted average effective fixed interest rate of 3.44% per annum and receive a variable interest rate equal to one-month term SOFR, with maturity dates of June 30, 2022. 2027. The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on our ABL Facility.
An increase in interest rates by 100 basis points on our ABL Facility, inclusive of the impact of our interest rate swaps, would increase our quarter to date interest expense by approximately $5.3$10.8 million based on current outstanding borrowings.
Foreign Currency Risk
We currently generate the majorityapproximately 94% 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 Mexico, and the United Kingdom.Mexico. 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.

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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 September 30, 2022.March 31, 2023. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2022.March 31, 2023.
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during our quarter ended September 30, 2022March 31, 2023 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 September 30, 2022,March 31, 2023, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows of the Company. However, the outcome of such matters is inherently unpredictable and subject to 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 20212022 Annual Report on Form 10-K, which have not materially changed.

ITEM 2.    Unregistered Sales of Equity Securities
The following table summarizes our purchase of Common Stock during the thirdfirst quarter of 2022.2023. No stock equivalents were purchased by the Company during the thirdfirst quarter of 2022.2023.
PeriodTotal Number of Shares and Equivalents Purchased (in thousands)Average Price Paid
per Share
Total Number of Shares and Equivalents Purchased as part of Publicly Announced Plan (in thousands)Maximum Dollar Value of Shares and Equivalents that May Yet Be Purchased Under the Plans (in millions)
July 1, 2022 to July 31, 20222,481.7 $33.45 2,481.7$977.7 
August 1, 2022 to August 31, 20221,025.4 $41.36 1,025.4$935.3 
September 1, 2022 to September 30, 20221,763.4 $40.79 1,763.4$863.3 
Total5,270.5 $37.44 5,270.5 

PeriodTotal Number of Shares and Equivalents Purchased (in thousands)Average Price Paid
per Share
Total Number of Shares and Equivalents Purchased as part of Publicly Announced Plan (in thousands)Maximum Dollar Value of Shares and Equivalents that May Yet Be Purchased Under the Plans (in millions)
January 1, 2023 to January 31, 20231,595.0 $45.78 1,595.0$557.8 
February 1, 2023 to February 28, 2023893.5 $49.76 893.5$513.3 
March 1, 2023 to March 31, 20232,100.8$46.73 2,100.8$415.1 
Total4,589.3 $46.99 4,589.3 
A share repurchase program authorizes the Company to repurchase its outstanding shares of Common Stock and equivalents. As of September 30, 2022, $863.3March 31, 2023, $415.1 million of the $1.0 billion share repurchase authorization remained available for use.

ITEM 3.    Defaults Upon Senior Securities
None.

ITEM 4.    Mine Safety Disclosures
Not applicable.

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ITEM 5.    Other Information
A proposal to be included in our proxy statement pursuant to Rule 14a-8 under the Exchange Act must be received at the office of the Corporate Secretary on or before December 23, 2022 (rather than February 3, 2023 as indicated in the proxy statement for our 2022 annual meeting of stockholders). Notice of a proposal submitted pursuant to Rule 14a-8 must also comply with requirements set forth in Rule 14a-8.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
104*104*Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
*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/ TIMOTHY D. BOSWELL
Dated:November 3, 2022April 27, 2023Timothy D. Boswell
President & Chief Financial Officer
(Principal Financial Officer and Duly Authorized Signing Officer)



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