| UNITED STATES | | --- | | SECURITIES AND EXCHANGE COMMISSION | | Washington, D.C. 20549 | FORM 10-K | | (Mark One) | | --- | --- | | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the fiscal year ended December 31, 2021 | | | OR | | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | For the transition period from ___ to ___ Commission File Number: 001-37552 WILLSCOT MOBILE MINI HOLDINGS CORP. (Exact name of reg ...

WillScot Mobile Mini Holdings Corp. (NASDAQ:WSC) Q3 2021 Earnings Conference Call November 5, 2021 10:00 AM ET Corporate Participants Nick Girardi - Director-Treasury and Investor Relations Brad Soultz - Chief Executive Officer Tim Boswell - Chief Financial Officer Conference Call Participants Kevin McVeigh - Credit Suisse Andrea Whitman - Baird Scott Schneeberger - Oppenheimer Courtney Yakanovis - Morgan Stanley Stanley Elliott - Stifel Steven Ramsey - Thompson Research Phil Ng - Jefferies Ross Gilardi - B ...

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, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 001-37552 WILLSCOT MOBILE MINI HOLDINGS CORP. (Exact name of registrant as specified in its charter) (State or other jur ...

WillScot Mobile Mini Holdings Corp. (NASDAQ:WSC) Q2 2021 Earnings Conference Call August 6, 2021 10:00 AM ET Company Participants Nick Girardi – Director-Treasury and Investor Relations Brad Soultz – Chief Executive Officer Tim Boswell – Chief Financial Officer Conference Call Participants Scott Schneeberger – Oppenheimer Kevin McVeigh – Credit Suisse Justin Hauke – Baird Ross Gilardi – Bank of America Steven Ramsey – Thompson Research Sam England – Berenberg Phil Ng – Jefferies Stanley Elliott – Stifel Bre ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number: 001-37552 WILLSCOT MOBILE MINI HOLDINGS CORP. (Exact name of registrant as specified in its charter) (State or other jurisdic ...

PART I [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited,%20except%20as%20noted%20below)) Unaudited condensed consolidated financial statements for WillScot Mobile Mini Holdings Corp. are presented, reflecting the Mobile Mini merger and prior-year warrant accounting restatements [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to $5.54 billion, while liabilities increased and shareholders' equity declined to $2.01 billion due to share repurchases Condensed Consolidated Balance Sheet Summary (in thousands) | Account | March 31, 2021 (unaudited) | December 31, 2020 (as restated) | | :--- | :--- | :--- | | **Total current assets** | $404,056 | $419,492 | | **Total long-term assets** | $5,134,819 | $5,152,713 | | **Total assets** | **$5,538,875** | **$5,572,205** | | **Total current liabilities** | $448,614 | $448,667 | | **Total long-term liabilities** | $3,084,372 | $3,059,665 | | **Total liabilities** | **$3,532,986** | **$3,508,332** | | **Total shareholders' equity** | **$2,005,889** | **$2,063,873** | | **Total liabilities and equity** | **$5,538,875** | **$5,572,205** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Total revenues significantly increased to $425.3 million due to the Mobile Mini merger, but net income sharply decreased to $4.4 million primarily from a fair value loss on warrant liabilities Condensed Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 (as restated) | | :--- | :--- | :--- | | **Total revenues** | $425,323 | $255,821 | | **Gross profit** | $213,380 | $106,190 | | **Operating income** | $75,284 | $25,373 | | **Fair value loss (gain) on common stock warrant liabilities** | $27,207 | $(95,329) | | **Net income** | $4,447 | $91,655 | | **Diluted EPS** | $0.02 | $(0.05) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly increased to $122.1 million, while financing activities used $89.2 million primarily for share repurchases Condensed Consolidated Statements of Cash Flows Summary (in thousands) | Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 (as restated) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $122,071 | $38,348 | | **Net cash used in investing activities** | $(30,911) | $(30,540) | | **Net cash used in financing activities** | $(89,220) | $(5,582) | | **Net change in cash and cash equivalents** | $1,997 | $1,597 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information on the Mobile Mini merger, revenue recognition, debt, equity changes, warrant accounting, segment reporting, and earnings per share - The company merged with Mobile Mini, Inc. on July 1, 2020, with WillScot as the accounting acquirer, for a total purchase price of approximately **$1.35 billion**[21](index=21&type=chunk)[31](index=31&type=chunk) - As a result of the merger, the company now operates and reports in four segments: NA Modular, NA Storage, UK Storage, and Tank and Pump[121](index=121&type=chunk)[122](index=122&type=chunk) - The company's financial statements for the quarter ended March 31, 2020, were restated to correct the accounting for warrants, resulting in a **$95.3 million increase in net income** for that period[27](index=27&type=chunk) - Total debt outstanding was **$2.47 billion** as of March 31, 2021, primarily consisting of the ABL Facility and Senior Secured Notes[63](index=63&type=chunk) - During Q1 2021, the company repurchased **3.1 million shares** of common stock and equivalents for **$81.6 million** under its authorized repurchase program[82](index=82&type=chunk)[253](index=253&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 financial results, highlighting the Mobile Mini merger's impact on revenues and segment structure, alongside liquidity, capital resources, and the stabilizing COVID-19 impact [Executive Summary and Outlook](index=33&type=section&id=Executive%20Summary%20and%20Outlook) The company, a leading provider of flexible workspace and portable storage, completed its merger with Mobile Mini, and anticipates modest growth as COVID-19 impacts stabilize - The company operates a network of approximately **270 branch locations**, servicing over **85,000 customers** with a fleet of over **157,000 modular space units** and **195,000 portable storage units**[141](index=141&type=chunk) - On July 1, 2020, the company closed its merger with Mobile Mini, creating a combined leader in modular space and portable storage solutions[145](index=145&type=chunk) - The company repurchased **2,750,000 shares** of its Common Stock for **$73.7 million** on March 1, 2021[148](index=148&type=chunk) - The impact of COVID-19, which caused reduced delivery demand in mid-2020, has stabilized, with modest activity growth expected in Q2 and Q3 2021[149](index=149&type=chunk) [Consolidated Results of Operations](index=37&type=section&id=Consolidated%20Results%20of%20Operations) Q1 2021 total revenue increased 66.3% to $425.3 million due to the Mobile Mini merger, while net income significantly declined to $4.4 million from warrant fair value changes Consolidated Results of Operations (in thousands) | Metric | Q1 2021 | Q1 2020 (as restated) | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | $425,323 | $255,821 | $169,502 | 66.3% | | **Gross profit** | $213,380 | $106,190 | $107,190 | 100.9% | | **Operating income** | $75,284 | $25,373 | $49,911 | 196.7% | | **Net income attributable to WillScot Mobile Mini** | $4,447 | $91,785 | $(87,338) | -95.2% | - The increase in revenue was primarily driven by the addition of Mobile Mini's revenues, which accounted for **$159.1 million** of the year-over-year increase[153](index=153&type=chunk) - The significant decrease in net income was primarily attributable to a **$27.2 million loss** on the change in fair value of common stock warrant liabilities, compared to a **$95.3 million gain** in the prior-year period[165](index=165&type=chunk) [Business Segment Results](index=39&type=section&id=Business%20Segment%20Results) The company's four segments show varied Q1 2021 performance, with strong growth in UK Storage, modest growth in NA Modular and Storage, and declines in Tank and Pump Q1 2021 Adjusted EBITDA by Segment (in thousands) | Segment | Q1 2021 Adjusted EBITDA | Q1 2020 Pro Forma Adjusted EBITDA | % Change | | :--- | :--- | :--- | :--- | | NA Modular | $97,371 | $89,544 | 8.7% | | NA Storage | $46,322 | $43,994 | 5.3% | | UK Storage | $11,064 | $6,405 | 72.7% | | Tank and Pump | $8,828 | $9,477 | (6.8)% | | **Total** | **$163,585** | **$149,420** | **9.5%** | - NA Modular (legacy WillScot) saw revenue growth driven by a **12.9% increase** in average modular space monthly rental rates, offsetting a **3.6% decrease** in units on rent[171](index=171&type=chunk) - UK Storage performance was very strong, with revenue up **24.3% in local currency**, driven by increased fleet utilization and rental rate growth[198](index=198&type=chunk)[199](index=199&type=chunk) - Tank & Pump segment revenue declined due to lower activity in mid- and down-stream oil and gas and petrochemical refining, impacted by COVID-19[203](index=203&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by strong operating cash flow of $122.1 million and its $2.4 billion ABL facility, with $1.02 billion available capacity - As of March 31, 2021, the company had **$1.02 billion** of available borrowing capacity under its **$2.4 billion** 2020 ABL Facility[210](index=210&type=chunk) Cash Flow Summary (in thousands) | Cash Flow | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Net cash from operating activities | $122,071 | $38,348 | | Net cash from investing activities | $(30,911) | $(30,540) | | Net cash from financing activities | $(89,220) | $(5,582) | - Free Cash Flow for Q1 2021 was **$91.2 million**, an increase of **$83.4 million** from the prior year, driven by higher operating cash flow[217](index=217&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate fluctuations on its ABL Facility, partially hedged, and foreign currency exchange rates impacting international operations - The company is exposed to interest rate risk on its ABL Facility, which had **$1.4 billion** outstanding at March 31, 2021[240](index=240&type=chunk) - An interest rate swap agreement effectively converts **$400 million** of variable-rate debt to a synthetically fixed rate of **4.93%**[241](index=241&type=chunk) - A hypothetical **100 basis point increase** in interest rates would increase quarterly interest expense by approximately **$2.2 million**[242](index=242&type=chunk) - Foreign currency risk exists from operations in Canada and the United Kingdom, primarily impacting the translation of revenues and expenses into U.S. dollars[243](index=243&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, and the material weakness in internal control over financial reporting related to warrant accounting has been remediated - Management concluded that disclosure controls and procedures were effective as of March 31, 2021[246](index=246&type=chunk) - The company believes it has remediated the material weakness related to the accounting for warrants, which was identified as of December 31, 2020[246](index=246&type=chunk)[247](index=247&type=chunk) - The remediation plan involved implementing a new control to reassess the classification of warrants at each reporting date, consistent with SEC Staff guidance[248](index=248&type=chunk) PART II [Item 1. Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) There were no material pending legal proceedings involving the company or its subsidiaries as of March 31, 2021 - There were no material pending legal proceedings as of March 31, 2021[251](index=251&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the Annual Report on Form 10-K/A for the year ended December 31, 2020 - Risk factors have not materially changed from those discussed in the Annual Report on Form 10-K/A for the year ended December 31, 2020[252](index=252&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 3.1 million shares for $81.6 million in Q1 2021, with the Board subsequently increasing the stock repurchase authorization to $500 million Q1 2021 Share Repurchases | Period | Shares Purchased (millions) | Average Price Paid per Share | | :--- | :--- | :--- | | March 1 - 31, 2021 | 3.1 | $26.00 | - As of March 31, 2021, **$133.9 million** remained available under the **$250 million** share repurchase authorization[253](index=253&type=chunk) - On April 29, 2021, the Board of Directors increased the stock repurchase program authorization to **$500 million**[254](index=254&type=chunk) [Item 3. Defaults Upon Senior Securities](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[255](index=255&type=chunk) [Item 4. Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[256](index=256&type=chunk) [Item 5. Other Information](index=56&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item - None[257](index=257&type=chunk) [Item 6. Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - Exhibits include CEO and CFO certifications (Sections 302 and 906) and XBRL Interactive Data Files[258](index=258&type=chunk)

Financial Data and Key Metrics Changes - The company reported Q1 2021 adjusted EBITDA of $164 million, representing a 38.5% margin and a 350 basis points expansion year-over-year [17][30] - Revenue for Q1 2021 was $425 million, an increase of $19 million year-over-year on a pro forma basis, with a sequential decline of $13 million due to normal seasonality [29][30] - Free cash flow generated in Q1 was $91 million, with a free cash flow margin of 21%, consistent with the previous quarter's run rate [18][33] Business Line Data and Key Metrics Changes - North American modular and storage leasing revenues increased by 6% year-over-year on a pro forma basis, with average monthly rental rates in the modular segment up 13% year-over-year [11][12] - North America Storage saw a 5% increase in average monthly rates, marking the highest increase in the last 13 quarters [13] - The company achieved a 22% year-over-year increase in average monthly rental rates for North America Modular VAPS [14] Market Data and Key Metrics Changes - The Architectural Billing Index (ABI) was reported at 55 in March, indicating continued growth potential in the construction sector [19] - Deliveries in North America Modular increased by 0.4% year-over-year in Q1, with March 2021 deliveries up 8% compared to March 2020 [23] - The UK market showed strong price performance, with utilization levels approaching 90% and significant price improvements over the last three quarters [52] Company Strategy and Development Direction - The company is focused on capital allocation prioritizing growth, deleveraging, and share repurchases, with an updated share repurchase authorization of $500 million [18][43] - The ERP migration is expected to enhance operational efficiencies and support the execution of cost synergies from the merger [22][60] - The company is exploring additional VAPS opportunities in both modular and storage segments, with a focus on expanding value-added products [14][90] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, raising full-year 2021 guidance for revenue, adjusted EBITDA, and net CapEx due to strong Q1 performance and increasing demand [8][39] - The company anticipates a robust growth environment driven by a balanced mix of volumes, pricing, and value-added products [40] - Management noted that the macroeconomic outlook is improving, which is expected to support growth in 2022 and beyond [42] Other Important Information - The SEC introduced new interpretations regarding SPAC warrants, leading to a restatement of prior financial statements, but this does not impact key operating metrics or capital structure [34][36] - The company redeemed $55 million of senior notes, reducing principal outstanding and refinancing at a lower rate, contributing to a decline in leverage to 3.7 times [37][38] Q&A Session Summary Question: Increase in VAPS market opportunity - Management confirmed the increase in VAPS penetration and pricing, with a potential additional $35 million EBITDA opportunity from ground-level offices [50] Question: Business trends in March - Management noted strong March deliveries in storage, the highest since June 2019, and improvements in order and delivery timing [57] Question: SAP cut-over details - Management provided insights into the extensive planning and testing for the SAP cut-over, emphasizing the operational benefits expected post-migration [60] Question: Core spot rates and pricing assertiveness - Management indicated sustained double-digit rate growth in North American Modular, with core pricing and VAPS contributing significantly [67] Question: Free cash flow contributions from real estate sales - Management clarified that real estate sales are not a core driver of free cash flow, with $11 million from sales in Q1 being higher than normal [71] Question: M&A strategy and share repurchase - Management reassured that the increase in share repurchase authorization does not signal a shift away from M&A, emphasizing a balanced approach to growth [78] Question: UK market developments - Management attributed positive developments in the UK to strong leadership and a tight market environment, with plans for expansion [81]

April 30, 2021 Quarterly Investor Presentation First Quarter 2021 WILLSCOT · MOBILE MINI Safe Harbor Forward Looking Statements This presentation contains forward-looking statements (including the guidance/outlook contained herein) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words "estimates," "expects," "anticipates," "believes," "forecasts," "plans," "intends," "may," "will," "should," "shall," "out ...

mabile mini 105s11M Quarterly Investor Presentation Fourth Quarter 2020 February 26, 2021 WILLSCOT · MOBILE MINI HOLDINGS CORP WILLSCO Safe Harbor Forward Looking Statements This presentation contains forward-looking statements (including the earnings guidance/outlook contained herein) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words "estimates," "expects," "anticipates," "believes," "forecasts," "pl ...

WillScot Mobile Mini Holdings Corp. (NASDAQ:WSC) Q4 2020 Earnings Conference Call February 26, 2021 10:00 AM ET Company Participants Nick Girardi - Director of Treasury & Investor Relations Matt Jacobsen - Vice President of Finance Tim Boswell - Chief Financial Officer Brad Soultz - Chief Executive Officer Kelly Williams - President & Chief Operating Officer Conference Call Participants Ross Gilardi - Bank of America Scott Schneeberger - Oppenheimer Kevin McVeigh - Credit Suisse Courtney Yakavonis - Morgan ...