[PART I](index=4&type=section&id=PART%20I) [Business Overview](index=4&type=section&id=ITEM%201.%20Business) WillScot Mobile Mini Holdings Corp. provides flexible workspace and portable storage solutions across North America and the UK, operating in four segments post-merger - WillScot Corporation combined with Mobile Mini, Inc. on July 1, 2020, forming WillScot Mobile Mini Holdings Corp. and expanding operations into four reportable segments: North America Modular Solutions (NA Modular), North America Storage Solutions (NA Storage), United Kingdom Storage Solutions (UK Storage), and Tank and Pump Solutions (Tank and Pump)[16](index=16&type=chunk) - The company offers 'Ready to Work' solutions including modular space units and portable storage containers with patented locking systems and climate control options[15](index=15&type=chunk)[17](index=17&type=chunk)[24](index=24&type=chunk) - Value-Added Products and Services (VAPS) significantly contribute to revenue growth in the NA Modular segment and are expected to be cross-sold into Mobile Mini's ground level offices[27](index=27&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - The company's lease portfolio is highly predictable, with an average effective duration of approximately **32 months** for 2020, and over **90%** of new lease orders on standard agreements[33](index=33&type=chunk)[276](index=276&type=chunk) Fleet Composition and Utilization (as of December 31, 2020) | Metric | Value | | :----------------------------------- | :------------------- | | Total units | >368,000 units | | Modular space units | >157,000 units | | Portable storage units | >197,000 units | | Tank and pump units | >12,500 units | | Fleet net book value | $2.9 billion | | Modular space units on rent | 109,766 (70%) units | | Portable storage units on rent | 151,206 (76%) units | | Tank and pump OEC utilization | 64.8% | - The customer base is highly diversified across **15 distinct end markets**, with no single customer accounting for more than **2% of pro forma revenue** in 2020[42](index=42&type=chunk)[43](index=43&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) - The company anticipates approximately **$50 million in annual cost savings** from the Mobile Mini merger, with **80% expected by the end of 2022**[65](index=65&type=chunk) - Modular space and portable storage units have long economic lives and attractive IRRs, with payback periods of **36 months for modular units** and **30 months for portable storage**[67](index=67&type=chunk)[68](index=68&type=chunk) - The company employed approximately **4,300 people worldwide** as of December 31, 2020, with **86% in branch locations** and **14% in corporate functions**[89](index=89&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[94](index=94&type=chunk) - The COVID-19 pandemic led to reduced demand in Q2 and Q3 2020, with deliveries down **25%** and **13%** year-over-year, but rebounded in Q4 2020 with deliveries up **2%** year-over-year[116](index=116&type=chunk) - The company completed a private offering of **$650.0 million in 6.125% senior secured notes due 2025** and entered into a new **$2.4 billion asset-based credit facility** on July 1, 2020, to refinance debt and fund the merger[109](index=109&type=chunk)[110](index=110&type=chunk) [Risk Factors](index=17&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces multiple risks in acquisition integration, economic conditions, operational challenges, and financial leverage - Acquisitions, including the Mobile Mini Merger, pose risks such as integration difficulties, diversion of management attention, loss of key employees, and potential for higher-than-anticipated costs to achieve synergies[125](index=125&type=chunk)[128](index=128&type=chunk)[130](index=130&type=chunk) - The company is converting to Mobile Mini's SAP ERP platform, which requires significant investment and could lead to delays, increased costs, or disruptions in processing orders, deliveries, and payments[127](index=127&type=chunk) - Global and local economic downturns, especially in key sectors, could reduce demand for products and services, impacting revenue and increasing customer payment delays[132](index=132&type=chunk)[133](index=133&type=chunk) - The COVID-19 pandemic continues to pose risks, including supply chain disruptions, potential asset impairment charges, employee illness, and adverse impacts on customer demand and payments[137](index=137&type=chunk)[139](index=139&type=chunk) - Reliance on information systems means failures due to cyber-attacks, natural disasters, or other security issues could disrupt business, damage reputation, and lead to financial losses[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) - Significant increases in raw material (steel, lumber, fuel) and labor costs could substantially increase operating costs and harm profitability if not passed on to customers[154](index=154&type=chunk)[155](index=155&type=chunk) - As of December 31, 2020, the company had **$2,454.6 million in total indebtedness**, and its high leverage could make it difficult to service debt and restrict financial flexibility[199](index=199&type=chunk) - The potential phase-out of LIBOR after 2021 introduces uncertainty regarding alternative benchmark rates, which could increase the cost of variable-rate debt and derivative financial instruments[205](index=205&type=chunk)[206](index=206&type=chunk) [Unresolved Staff Comments](index=31&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - No unresolved staff comments[212](index=212&type=chunk) [Properties](index=31&type=section&id=ITEM%202.%20Properties) The company's corporate headquarters are in Phoenix, Arizona, with approximately 275 branch locations and additional drop lots across North America and the UK - Corporate headquarters are in Phoenix, Arizona, with approximately **275 branch locations** and additional drop lots across the US, Canada, Mexico, and the UK[213](index=213&type=chunk)[214](index=214&type=chunk) - Approximately **84% of branch properties are leased**, and none are considered individually material to operations[214](index=214&type=chunk) [Legal Proceedings](index=31&type=section&id=ITEM%203.%20Legal%20Proceedings) The company is involved in various lawsuits and claims in the ordinary course of business, but as of December 31, 2020, there were no material pending legal proceedings - No material pending legal proceedings as of December 31, 2020[217](index=217&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[218](index=218&type=chunk) [PART II](index=32&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=32&type=section&id=ITEM%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) WillScot Mobile Mini's Common Stock is listed on Nasdaq, with 229 million shares outstanding as of December 31, 2020, and a $250 million stock repurchase program initiated - Common Stock is listed on the Nasdaq Capital Market under the symbol "WSC"[221](index=221&type=chunk) Common Stock and Warrants Outstanding (as of December 31, 2020) | Metric | Value | | :----------------------------------- | :------------------- | | Common Stock outstanding | 229,038,158 shares | | Preferred Stock outstanding | 0 shares | | 2015 Private Warrants outstanding | 12,710,000 warrants | | 2018 Warrants outstanding | 9,730,241 warrants | - The company has not declared or paid dividends on its common stock, with future declarations at the Board's discretion based on financial condition and capital allocation priorities[229](index=229&type=chunk) - A stock repurchase program for up to **$250 million** of Common Stock and equivalents was approved on August 7, 2020, with **$35.3 million** in warrants and share equivalents repurchased in 2020[232](index=232&type=chunk)[234](index=234&type=chunk) Warrant Repurchases (Q4 2020) | Period | 2015 Warrants Purchased | Average Price Paid per 2015 Warrant | 2018 Warrants Purchased | Average Price Paid per 2018 Warrant | | :--------------------------------- | :---------------------- | :---------------------------------- | :---------------------- | :---------------------------------- | | Oct 1, 2020 - Oct 31, 2020 | — | — | — | — | | Nov 1, 2020 - Nov 30, 2020 | 1,650,000 warrants | $3.52 | 37,156 warrants | $5.57 | | Dec 1, 2020 - Dec 31, 2020 | 3,131,700 warrants | $5.03 | 14,709 warrants | $5.93 | | **Total** | **4,781,700 warrants** | | **51,865 warrants** | | [Selected Financial Data](index=36&type=section&id=ITEM%206.%20Selected%20Financial%20Data) This section provides selected historical financial data, including consolidated results and non-GAAP measures, reflecting the impact of the Mobile Mini merger and prior acquisitions Consolidated Financial Highlights (Years Ended December 31, in thousands) | Metric (in thousands) | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Total revenues | $1,367,645 | $1,063,665 | $751,412 | | Gross profit | $659,973 | $413,313 | $289,384 | | Operating income | $182,715 | $117,525 | $6,261 | | Net income (loss) | $71,879 | $(11,543) | $(53,572) | | Basic EPS | $0.42 | $(0.10) | $(0.59) | | Diluted EPS | $0.41 | $(0.10) | $(0.59) | | Net cash from operating activities | $304,812 | $172,566 | $37,149 | | Consolidated Adjusted EBITDA | $530,307 | $356,548 | $215,533 | | Free Cash Flow | $162,279 | $19,984 | $(96,907) | | Rental equipment, net | $2,933,722 | $1,944,436 | $1,929,290 | | Total assets | $5,572,205 | $2,897,649 | $2,752,485 | | Total debt, excluding current portion | $2,453,809 | $1,632,589 | $1,674,540 | | Total shareholders' equity | $2,141,277 | $644,365 | $638,215 | Quarterly Consolidated Results (2020, in thousands) | Metric (in thousands) | Q1 2020 | Q2 2020 | Q3 2020 | Q4 2020 | Full Year 2020 | | :----------------------------------- | :-------- | :-------- | :-------- | :-------- | :------------- | | Revenue | $255,821 | $256,862 | $417,315 | $437,647 | $1,367,645 | | Gross profit | $106,190 | $109,964 | $209,564 | $234,255 | $659,973 | | Adjusted EBITDA | $89,544 | $97,520 | $163,559 | $179,684 | $530,307 | | Net CAPEX | $30,540 | $36,383 | $33,323 | $42,287 | $142,533 | | Modular space units on rent (average) | 87,989 units | 87,096 units | 111,227 units | 111,793 units | 99,526 units | | Average modular space utilization rate | 69.2% | 68.5% | 70.6% | 70.9% | 70.2% | | Average modular space monthly rental rate | $653 | $669 | $640 | $670 | $658 | | Portable storage units on rent (average) | 16,346 units | 15,869 units | 143,840 units | 160,538 units | 84,148 units | | Average portable storage utilization rate | 64.1% | 62.5% | 73.2% | 81.2% | 75.9% | | Average portable storage monthly rental rate | $119 | $120 | $131 | $136 | $132 | | Average tank and pump solutions rental fleet utilization | —% | —% | 58.2% | 65.2% | 61.7% | Quarterly Consolidated Results (2019, in thousands) | Metric (in thousands) | Q1 2019 | Q2 2019 | Q3 2019 | Q4 2019 | Full Year 2019 | | :----------------------------------- | :-------- | :-------- | :-------- | :-------- | :------------- | | Revenue | $253,685 | $263,713 | $268,222 | $278,045 | $1,063,665 | | Gross profit | $103,331 | $101,484 | $99,308 | $109,190 | $413,313 | | Adjusted EBITDA | $83,354 | $87,554 | $87,424 | $98,216 | $356,548 | | Net CAPEX | $41,814 | $43,199 | $37,761 | $29,808 | $152,582 | | Modular space units on rent (average) | 93,309 units | 92,300 units | 91,233 units | 90,013 units | 91,682 units | | Average modular space utilization rate | 72.4% | 71.9% | 71.2% | 70.7% | 72.0% | | Average modular space monthly rental rate | $575 | $611 | $630 | $641 | $614 | | Portable storage units on rent (average) | 17,419 units | 16,544 units | 16,416 units | 16,944 units | 16,878 units | | Average portable storage utilization rate | 66.1% | 63.3% | 63.0% | 66.1% | 65.8% | | Average portable storage monthly rental rate | $119 | $121 | $123 | $118 | $120 | Adjusted Gross Profit and Percentage (Years Ended December 31, in thousands) | Metric (in thousands) | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Revenue (A) | $1,367,645 | $1,063,665 | $751,412 | | Gross profit (B) | $659,973 | $413,313 | $289,384 | | Depreciation of rental equipment | $200,581 | $174,679 | $121,436 | | Adjusted Gross Profit (C) | $860,554 | $587,992 | $410,820 | | Gross Profit Percentage (B/A) | 48.3% | 38.9% | 38.5% | | Adjusted Gross Profit Percentage (C/A) | 62.9% | 55.3% | 54.7% | Free Cash Flow (Years Ended December 31, in thousands) | Metric (in thousands) | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Net cash provided by operating activities | $304,812 | $172,566 | $37,149 | | Purchase of rental equipment and refurbishments | $(172,383) | $(205,106) | $(160,883) | | Proceeds from sale of rental equipment | $38,949 | $42,101 | $30,761 | | Purchase of property, plant and equipment | $(16,454) | $(8,340) | $(4,622) | | Proceeds from the sale of property, plant and equipment | $7,355 | $18,763 | $688 | | Free Cash Flow | $162,279 | $19,984 | $(96,907) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=ITEM%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial performance, highlighting the Mobile Mini merger's impact on revenue and Adjusted EBITDA, and outlining strategic growth initiatives - Total revenues increased by **$303.9 million (28.6%) to $1,367.6 million** in 2020, primarily due to the Mobile Mini merger, which contributed **$316.5 million**[278](index=278&type=chunk)[309](index=309&type=chunk) - Leasing revenue increased **$257.2 million (34.6%)** in 2020, driven by an increase of **75,114 average modular space and portable storage units on rent** from the merger, and improved pricing/VAPS in the NA Modular segment[278](index=278&type=chunk)[309](index=309&type=chunk) - Average modular space monthly rental rate increased **7.2% to $658** in 2020, while average portable storage monthly rental rate increased **10.0% to $132**, primarily due to the accretive impact of Mobile Mini's fleet[278](index=278&type=chunk)[310](index=310&type=chunk) - Consolidated net income was **$71.9 million** in 2020, an increase of **$83.4 million**, despite a **$42.4 million loss on debt extinguishment** and **$93.8 million in transaction/integration costs**, partially offset by a **$51.5 million non-cash income tax benefit**[278](index=278&type=chunk) - Adjusted EBITDA increased **$173.8 million (48.8%) to $530.3 million** in 2020, with **$135.5 million from Mobile Mini** and the remainder from strong organic growth in the NA Modular segment[278](index=278&type=chunk) - Free Cash Flow increased **$142.3 million to $162.3 million** in 2020, driven by increased operating cash flows and reduced capital spending, with **$226.3 million generated excluding merger transaction costs**[278](index=278&type=chunk) - The company expects modest market recovery in 2021, with US GDP and non-residential construction square footage starts projected to grow **2-3%**, following declines in 2020 due to COVID-19[281](index=281&type=chunk) - Strategic growth initiatives include optimizing pricing (**13 consecutive quarters of double-digit rate growth in NA Modular**), expanding VAPS penetration (estimated **$150 million annual organic revenue opportunity**), and enhancing cross-selling between modular and storage segments[283](index=283&type=chunk)[284](index=284&type=chunk)[285](index=285&type=chunk) Consolidated Revenues and Costs (Years Ended December 31, in thousands) | Metric | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | **Revenues:** | | | | | Leasing | $1,001,447 | $744,185 | $518,235 | | Delivery and installation | $274,156 | $220,057 | $154,557 | | New units sales | $53,093 | $59,085 | $53,603 | | Rental units sales | $38,949 | $40,338 | $25,017 | | **Total revenues** | **$1,367,645** | **$1,063,665** | **$751,412** | | **Costs:** | | | | | Leasing | $227,376 | $213,151 | $143,120 | | Delivery and installation | $220,102 | $194,107 | $143,950 | | New units sales | $34,841 | $42,160 | $36,863 | | Rental units sales | $24,772 | $26,255 | $16,659 | | Depreciation of rental equipment | $200,581 | $174,679 | $121,436 | | **Gross profit** | **$659,973** | **$413,313** | **$289,384** | NA Modular Segment Performance (Years Ended December 31, in thousands) | Metric (in thousands) | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Revenue | $1,051,162 | $1,063,665 | $751,412 | | Gross profit | $451,642 | $413,313 | $289,384 | | Adjusted EBITDA | $394,805 | $356,548 | $215,533 | | Capex for rental equipment | $153,327 | $205,106 | $160,883 | | Average modular space units on rent | 86,874 units | 91,682 units | 70,257 units | | Average modular space utilization rate | 68.9% | 72.0% | 71.6% | | Average modular space monthly rental rate | $685 | $614 | $552 | | Average portable storage units on rent | 15,823 units | 16,878 units | 15,480 units | | Average portable storage utilization rate | 63.5% | 65.8% | 68.9% | | Average portable storage monthly rental rate | $122 | $120 | $119 | Pro Forma Adjusted EBITDA by Segment (Years Ended December 31, in thousands) | Segment | 2020 | 2019 | Change ($) | Change (%) | | :----------------------------------- | :--------- | :--------- | :--------- | :--------- | | Adjusted EBITDA - NA Modular | $394,805 | $356,548 | $38,257 | 9.7% | | Adjusted EBITDA - NA Storage | $184,601 | $169,697 | $14,904 | 8.1% | | Adjusted EBITDA - UK Storage | $31,080 | $25,758 | $5,322 | 17.1% | | Adjusted EBITDA - Tank and Pump | $35,979 | $47,438 | $(11,459) | (31.8)% | | **Combined Adjusted EBITDA** | **$646,465** | **$599,441** | **$47,024** | **7.3%** | - As of December 31, 2020, the company had **$1.1 billion of available borrowing capacity** under the 2020 ABL Facility, providing significant liquidity[400](index=400&type=chunk) Contractual Obligations (as of December 31, 2020, in thousands) | Type | Total | Less than 1 year | Between 1 to 3 years | Between 3 to 5 years | More than 5 years | | :----------------------------------- | :---------- | :--------------- | :------------------- | :------------------- | :---------------- | | Long-term indebtedness, including current portion and interest | $2,915,812 | $87,613 | $262,839 | $1,999,918 | $565,442 | | Payroll tax withholding | $10,350 | $5,175 | $5,175 | — | — | | Operating lease liabilities | $279,677 | $60,120 | $92,258 | $59,878 | $67,421 | | **Total** | **$3,205,839** | **$152,908** | **$360,272** | **$2,059,796** | **$632,863** | [Quantitative and Qualitative Disclosures about Market Risk](index=73&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to market risks from foreign currency and interest rate fluctuations, managed through an ABL Facility and interest rate swap, with overall operations not materially impacted by seasonality - The company is exposed to interest rate risk primarily through its **$1.3 billion ABL Facility**, which bears variable interest rates based on LIBOR[454](index=454&type=chunk) - An interest rate swap agreement converts **$400.0 million of variable-rate debt** under the ABL Facility into fixed-rate debt, resulting in a synthetically fixed rate of **4.94%** (including margin)[455](index=455&type=chunk) - A **100 basis point increase** in ABL Facility interest rates would increase annual interest expense by approximately **$9.0 million**[456](index=456&type=chunk) - Foreign currency risk arises from operations in Canada, Mexico, and the UK, where revenues are billed in local currencies, potentially impacting foreign revenues upon US dollar strengthening[457](index=457&type=chunk) - The company's operations as a whole are not materially impacted by seasonality, despite seasonal demand from certain customers[459](index=459&type=chunk) - Inflation has not had a material effect on results of operations, but significant increases in product and overhead costs could adversely affect profitability if not passed on to customers[460](index=460&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=74&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) [Report of Independent Registered Public Accounting Firm](index=74&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements and internal control over financial reporting, identifying intangible asset valuation as a critical audit matter - Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements for the period ended December 31, 2020[464](index=464&type=chunk) - An unqualified opinion was also expressed on the effectiveness of the company's internal control over financial reporting as of December 31, 2020[465](index=465&type=chunk) - A critical audit matter involved the valuation of intangible assets (customer relationship and tradename intangibles) acquired in the Mobile Mini Merger, due to significant estimation uncertainty in assumptions like discount rates, royalty rates, revenue growth, EBITDA margins, and customer retention[470](index=470&type=chunk)[471](index=471&type=chunk) [WillScot Mobile Mini Holdings Corp. Consolidated Balance Sheets](index=76&type=section&id=WillScot%20Mobile%20Mini%20Holdings%20Corp.%20Consolidated%20Balance%20Sheets) The consolidated balance sheets show a significant increase in total assets to $5.6 billion in 2020, primarily driven by the Mobile Mini merger, with corresponding increases in liabilities and equity Consolidated Balance Sheet Highlights (in thousands) | Metric | December 31, 2020 | December 31, 2019 | | :----------------------------------- | :------------------ | :------------------ | | Cash and cash equivalents | $24,937 | $3,045 | | Trade receivables, net | $330,942 | $247,596 | | Total current assets | $419,492 | $292,588 | | Rental equipment, net | $2,933,722 | $1,944,436 | | Property, plant and equipment, net | $303,650 | $147,689 | | Goodwill | $1,171,219 | $235,177 | | Intangible assets, net | $495,947 | $126,625 | | Total assets | $5,572,205 | $2,897,649 | | Total current liabilities | $448,667 | $320,412 | | Long-term debt | $2,453,809 | $1,632,589 | | Deferred tax liabilities | $307,541 | $70,693 | | Total liabilities | $3,430,928 | $2,188,694 | | Total shareholders' equity | $2,141,277 | $644,365 | [WillScot Mobile Mini Holdings Corp. Consolidated Statements of Operations](index=77&type=section&id=WillScot%20Mobile%20Mini%20Holdings%20Corp.%20Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a significant increase in total revenues to $1.37 billion in 2020, leading to a net income of $71.9 million and positive EPS, primarily due to the Mobile Mini merger Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Total revenues | $1,367,645 | $1,063,665 | $751,412 | | Gross profit | $659,973 | $413,313 | $289,384 | | Selling, general and administrative | $360,626 | $271,004 | $234,820 | | Transaction costs | $64,053 | — | $20,051 | | Operating income | $182,715 | $117,525 | $6,261 | | Interest expense | $119,886 | $122,504 | $98,433 | | Loss on extinguishment of debt | $42,401 | $8,755 | — | | Income (loss) before income tax | $20,428 | $(13,734) | $(92,172) | | Income tax benefit | $(51,451) | $(2,191) | $(38,600) | | Net income (loss) | $71,879 | $(11,543) | $(53,572) | | Basic EPS | $0.42 | $(0.10) | $(0.59) | | Diluted EPS | $0.41 | $(0.10) | $(0.59) | [WillScot Mobile Mini Holdings Corp. Consolidated Statements of Comprehensive Income (Loss)](index=78&type=section&id=WillScot%20Mobile%20Mini%20Holdings%20Corp.%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The consolidated statements of comprehensive income (loss) show a shift to a comprehensive income of $98.5 million in 2020, driven by net income and a positive foreign currency translation adjustment Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Metric | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Net income (loss) | $71,879 | $(11,543) | $(53,572) | | Foreign currency translation adjustment, net | $28,404 | $10,586 | $(11,639) | | Net loss on derivatives, net | $(1,749) | $(4,809) | $(5,955) | | Total other comprehensive income (loss) | $26,655 | $5,777 | $(17,594) | | Comprehensive income (loss) | $98,534 | $(5,766) | $(71,166) | [WillScot Mobile Mini Holdings Corp. Consolidated Statements of Changes in Equity](index=79&type=section&id=WillScot%20Mobile%20Mini%20Holdings%20Corp.%20Consolidated%20Statements%20of%20Changes%20in%20Equity) The consolidated statements of changes in equity reflect a substantial increase to $2.14 billion in 2020, primarily due to the Mobile Mini Merger and related stock issuance Consolidated Statements of Changes in Equity Highlights (in thousands) | Metric | December 31, 2020 | December 31, 2019 | December 31, 2018 | | :----------------------------------- | :------------------ | :------------------ | :------------------ | | Common Stock (shares) | 229,038 | 108,819 | 108,509 | | Additional paid-in-capital | $3,797,168 | $2,396,501 | $2,389,548 | | Accumulated other comprehensive loss | $(37,207) | $(62,775) | $(68,026) | | Accumulated deficit | $(1,618,707) | $(1,689,373) | $(1,683,319) | | Total shareholders' equity | $2,141,277 | $644,365 | $638,215 | | Non-controlling interest | — | $64,590 | $63,982 | | Total equity | $2,141,277 | $708,955 | $702,197 | - The Mobile Mini Merger on July 1, 2020, resulted in the issuance of **106,426,722 shares of Class A Common Stock** and a **$1.35 billion increase in additional paid-in capital**[482](index=482&type=chunk) - The Sapphire Exchange on June 30, 2020, led to the cancellation of Class B Common Stock and the reclassification of **$63.9 million of non-controlling interest** to additional paid-in capital and accumulated other comprehensive loss[482](index=482&type=chunk) [WillScot Mobile Mini Holdings Corp. Consolidated Statements of Cash Flows](index=80&type=section&id=WillScot%20Mobile%20Mini%20Holdings%20Corp.%20Consolidated%20Statements%20of%20Cash%20Flows) The consolidated statements of cash flows show a significant increase in net cash from operating activities to $304.8 million in 2020, driven by the Mobile Mini merger, while financing activities used more cash due to debt and warrant repurchases Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Net cash from operating activities | $304,812 | $172,566 | $37,149 | | Net cash from investing activities | $(125,360) | $(152,582) | $(1,217,202) | | Net cash from financing activities | $(158,958) | $(26,063) | $1,180,037 | | Net change in cash and cash equivalents | $21,892 | $(5,913) | $(227) | | Cash and cash equivalents at end of year | $24,937 | $3,045 | $8,958 | - Net cash from operating activities increased by **$132.2 million** in 2020, primarily due to the Mobile Mini merger's impact on revenues and gross profit[405](index=405&type=chunk) - Net cash used in investing activities decreased by **$27.2 million** in 2020, driven by a **$32.7 million decrease** in purchases of rental equipment and refurbishments due to reduced utilization and demand[407](index=407&type=chunk) - Net cash used in financing activities increased by **$132.9 million** in 2020, reflecting higher payments for financing costs, debt extinguishment, and warrant repurchases, partially offset by new borrowings[409](index=409&type=chunk)[410](index=410&type=chunk) [NOTE 1 - Summary of Significant Accounting Policies](index=82&type=section&id=NOTE%201%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note details the company's organization, nature of operations, and significant accounting policies, including the Mobile Mini Merger's impact and the adoption of new accounting standards - WillScot Corporation merged with Mobile Mini, Inc. on July 1, 2020, becoming WillScot Mobile Mini Holdings Corp. and converting all Class A Common Stock into Common Stock[490](index=490&type=chunk) - The company's primary revenue is from leasing modular space, portable storage, and tank & pump units, along with Value-Added Products and Services (VAPS)[502](index=502&type=chunk)[537](index=537&type=chunk) Rental Equipment Estimated Useful Lives and Residual Values | Asset Type | Estimated Useful Life | Residual Value | | :----------------------------------- | :-------------------- | :------------- | | Modular space units | 10 - 20 years | 20 - 50% | | Portable storage units | 30 years | 55% | | Tank and pump equipment | 7 - 25 years | —% | | VAPS and other related rental equipment | 1 - 8 years | —% | - Goodwill and indefinite-lived intangible assets (trade names) are tested for impairment annually, using either qualitative or quantitative methods, with fair value determinations involving significant estimates and assumptions[514](index=514&type=chunk)[516](index=516&type=chunk)[518](index=518&type=chunk) - The company adopted ASC 842 (Leases) effective January 1, 2019, requiring recognition of lease liabilities and Right-of-Use (ROU) assets, and ASC 326 (Credit Losses) effective January 1, 2020, impacting credit loss estimation[567](index=567&type=chunk)[570](index=570&type=chunk) [NOTE 2 - Business Combinations and Acquisitions](index=90&type=section&id=NOTE%202%20-%20Business%20Combinations%20and%20Acquisitions) This note details significant business combinations, including the Mobile Mini Merger on July 1, 2020, which involved a $1.35 billion purchase price and resulted in $929.0 million in goodwill - The company acquired Tyson for **$24.0 million in cash** on January 3, 2018, and ModSpace for **$1.2 billion** (cash, stock, and warrants) on August 15, 2018[573](index=573&type=chunk)[574](index=574&type=chunk)[575](index=575&type=chunk) - The Mobile Mini Merger was completed on July 1, 2020, with a total purchase price of **$1.35 billion**, involving the issuance of **106,426,721 shares of Class A Common Stock** and the conversion of Mobile Mini stock options[592](index=592&type=chunk) Mobile Mini Merger Purchase Price Allocation (Preliminary, in thousands) | Asset/Liability | Current Balance | | :----------------------------------- | :-------------- | | Cash and cash equivalents | $17,203 | | Trade receivables | $87,492 | | Rental equipment | $1,033,190 | | Property, plant and equipment, net | $161,401 | | Intangible assets | $382,500 | | Goodwill identified | $928,974 | | Total identifiable assets acquired | $2,727,452 | | Total liabilities assumed | $(1,374,616) | | **Net assets acquired (purchase price)** | **$1,352,836** | - Mobile Mini generated **$316.5 million in revenue** and **$23.1 million in pre-tax income** since the acquisition date (July 1, 2020) through December 31, 2020[600](index=600&type=chunk) Pro Forma Combined Statements of Operations (Years Ended December 31, in thousands) | Metric | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Pro forma revenues | $1,651,885 | $1,683,683 | | Pro forma pretax income | $154,914 | $110,173 | | Pro forma net income | $120,365 | $81,281 | - The company incurred **$64.1 million in transaction costs** related to the Mobile Mini Merger in 2020 and **$16.6 million in integration costs**, recorded within SG&A expense[603](index=603&type=chunk)[604](index=604&type=chunk) [NOTE 3 - Revenue](index=96&type=section&id=NOTE%203%20-%20Revenue) This note disaggregates the company's revenue by geographic area and major product/service lines, with the US accounting for the majority and leasing revenue as the core business Total Revenue by Geographic Area (in thousands) | Geographic Area | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | US | $1,227,465 | $966,766 | $685,350 | | Canada | $79,630 | $80,514 | $50,144 | | Mexico | $14,190 | $16,385 | $15,918 | | UK | $46,360 | — | — | | **Total revenues** | **$1,367,645** | **$1,063,665** | **$751,412** | Revenue by Major Product and Service Line (in thousands) | Product/Service Line | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Modular space leasing revenue | $596,880 | $516,299 | $360,240 | | Portable storage leasing revenue | $125,216 | $24,277 | $21,682 | | Tank and pump leasing revenue | $29,798 | — | — | | VAPS and third party leasing revenues | $202,938 | $159,327 | $104,870 | | Other leasing-related revenue | $46,615 | $44,282 | $31,443 | | **Leasing revenue** | **$1,001,447** | **$744,185** | **$518,235** | | Delivery and installation revenue | $274,156 | $220,057 | $154,557 | | New unit sales revenue | $53,093 | $59,085 | $53,603 | | Rental unit sales revenue | $38,949 | $40,338 | $25,017 | | **Total revenues** | **$1,367,645** | **$1,063,665** | **$751,412** | - Future committed leasing revenues under non-cancelable operating leases totaled **$356.5 million** as of December 31, 2020, with **$232.7 million expected in 2021**[611](index=611&type=chunk) - The company recorded **$18.0 million** as a reduction of revenue in 2020 (and **$10.0 million** in 2019) for specific receivables whose collection was not considered probable, in accordance with ASC 842[614](index=614&type=chunk) [NOTE 4 - Leases](index=98&type=section&id=NOTE%204%20-%20Leases) This note details the company's lease liabilities and expenses, including operating and finance leases for real estate, vehicles, and equipment, with total undiscounted future lease payments of $279.7 million for operating leases as of December 31, 2020 Undiscounted Future Lease Payments (as of December 31, 2020, in thousands) | Year | Operating Leases | Finance Leases | | :----------------------------------- | :--------------- | :------------- | | 2021 | $60,120 | $18,252 | | 2022 | $51,184 | $17,158 | | 2023 | $41,074 | $13,707 | | 2024 | $33,336 | $10,786 | | 2025 | $26,542 | $10,893 | | Thereafter | $67,421 | $13,410 | | **Total lease payments** | **$279,677** | **$84,206** | Total Lease Expense (in thousands) | Lease Type | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Total finance lease expense | $10,637 | — | | Total operating lease expense | $93,391 | $83,224 | - Lease impairment expense and other related charges were **$4.9 million** in 2020, primarily from lease exit losses and closed location rent expense, a decrease from **$8.7 million** in 2019 due to fewer remaining closed locations[623](index=623&type=chunk) Weighted-Average Lease Terms and Discount Rates (as of December 31, 2020) | Metric | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Weighted-average remaining lease term - operating leases | 6.4 years | 6.5 years | | Weighted-average discount rate - operating leases | 5.7% | 7.0% | | Weighted-average remaining lease term - finance leases | 4.6 years | — | | Weighted-average discount rate - finance leases | 2.9% | — | [NOTE 5 - Inventories](index=100&type=section&id=NOTE%205%20-%20Inventories) Inventories, valued at the lower of cost or net realizable value, increased to $21.7 million in 2020 from $15.4 million in 2019, primarily due to an increase in finished units Inventories (in thousands) | Category | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Raw materials | $19,560 | $15,387 | | Finished units | $2,095 | — | | **Inventories** | **$21,655** | **$15,387** | [NOTE 6 - Prepaid Expenses and Other Current Assets](index=100&type=section&id=NOTE%206%20-%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) Prepaid expenses and other current assets increased to $29.95 million in 2020 from $14.62 million in 2019, primarily driven by higher tax receivables and other prepaid expenses Prepaid Expenses and Other Current Assets (in thousands) | Category | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Tax receivables | $4,618 | $1,211 | | Prepaid insurance | $5,859 | $2,099 | | Other prepaid expenses | $19,477 | $11,311 | | **Total** | **$29,954** | **$14,621** | [NOTE 7 - Rental Equipment, net](index=100&type=section&id=NOTE%207%20-%20Rental%20Equipment%2C%20net) Net rental equipment significantly increased to $2.93 billion in 2020 from $1.94 billion in 2019, primarily due to the Mobile Mini merger, expanding portable storage and tank and pump categories Rental Equipment, net (in thousands) | Category | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Modular space units | $2,520,704 | $2,372,069 | | Portable storage units | $931,363 | $83,402 | | Tank and pump products | $132,071 | — | | Value added products | $143,652 | $121,855 | | Total rental equipment | $3,727,790 | $2,577,326 | | Less: accumulated depreciation | $(794,068) | $(632,890) | | **Rental equipment, net** | **$2,933,722** | **$1,944,436** | [NOTE 8 – Property, Plant and Equipment, net](index=100&type=section&id=NOTE%208%20%E2%80%93%20Property%2C%20Plant%20and%20Equipment%2C%20net) Net property, plant and equipment increased to $303.7 million in 2020 from $147.7 million in 2019, largely due to the Mobile Mini merger, with depreciation expense rising to $28.9 million Property, Plant and Equipment, net (in thousands) | Category | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Land, buildings, and leasehold improvements | $154,210 | $139,861 | | Vehicles, machinery, and office equipment | $227,009 | $62,169 | | Software and other | $20,800 | $27,342 | | Total property, plant and equipment | $402,019 | $229,372 | | Less: accumulated depreciation | $(98,369) | $(81,683) | | **Property, plant and equipment, net** | **$303,650** | **$147,689** | - Depreciation expense related to property, plant and equipment was **$28.9 million** in 2020, compared to **$11.4 million** in 2019 and **$12.2 million** in 2018[629](index=629&type=chunk) [NOTE 9 - Goodwill and Intangible Assets](index=101&type=section&id=NOTE%209%20-%20Goodwill%20and%20Intangible%20Assets) Goodwill significantly increased to $1.17 billion in 2020, primarily due to the $929.0 million recognized from the Mobile Mini acquisition, with no impairment identified Goodwill Carrying Amount (in thousands) | Metric | Amount | | :----------------------------------- | :--------- | | Balance at December 31, 2018 | $247,017 | | Balance at December 31, 2019 | $235,177 | | Acquisition of Mobile Mini | $928,974 | | Effects of movements in foreign exchange rates | $7,068 | | **Balance at December 31, 2020** | **$1,171,219** | - Goodwill from the Mobile Mini acquisition was preliminarily allocated to NA Storage (**$726.5 million**), UK Storage (**$59.2 million**), and Tank and Pump (**$143.3 million**) segments[631](index=631&type=chunk) - No goodwill impairment was identified as a result of the annual impairment test as of October 1, 2020[632](index=632&type=chunk) Intangible Assets Other than Goodwill (as of December 31, 2020, in thousands) | Category | Gross Carrying Amount | Accumulated Amortization | Net Book Value | | :----------------------------------- | :-------------------- | :----------------------- | :------------- | | Trade name - ModSpace (0.7 years remaining) | $3,000 | $(2,375) | $625 | | Mobile Mini customer relationships (8.0 years remaining) | $217,000 | $(12,053) | $204,947 | | Technology (5.5 years remaining) | $1,500 | $(125) | $1,375 | | Trade name - Mobile Mini (indefinite-lived) | $164,000 | — | $164,000 | | Trade name - WillScot (indefinite-lived) | $125,000 | — | $125,000 | | **Total** | **$510,500** | **$(14,553)** | **$495,947** | - Expected future amortization expense for intangible assets is **$27.2 million in 2021**, **$26.5 million in 2022**, and **$26.5 million in 2023**[637](index=637&type=chunk) [NOTE 10 - Deferred Revenue and Customer Deposits](index=102&type=section&id=NOTE%2010%20-%20Deferred%20Revenue%20and%20Customer%20Deposits) Deferred revenue and customer deposits increased to $135.5 million in 2020 from $83.0 million in 2019, with the majority classified as current, reflecting advanced billings Deferred Revenue and Customer Deposits (in thousands) | Category | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Current deferred revenue | $133,156 | $81,303 | | Current customer deposits | $2,329 | $1,675 | | Long-term deferred revenue | $12,060 | $12,342 | | **Total current deferred revenue and customer deposits** | **$135,485** | **$82,978** | [NOTE 11 - Debt](index=103&type=section&id=NOTE%2011%20-%20Debt) Total debt outstanding increased to $2.47 billion in 2020, primarily due to new financing activities for the Mobile Mini merger, including new secured notes and an ABL Facility, with the company in compliance with all covenants Debt Outstanding (in thousands) | Debt Instrument | Interest Rate | Year of Maturity | 2020 | 2019 | | :----------------------------------- | :------------ | :--------------- | :--------- | :--------- | | 2022 Secured Notes | 7.875% | 2022 | — | $264,576 | | 2023 Secured Notes | 6.875% | 2023 | — | $482,768 | | 2025 Secured Notes | 6.125% | 2025 | $637,068 | — | | ABL Facility | Varies | 2025 | $1,263,833 | $885,245 | | 2028 Secured Notes | 4.625% | 2028 | $491,555 | — | | Finance Leases | Varies | Varies | $77,874 | — | | **Total debt** | | | **$2,470,330** | **$1,632,589** | - The company entered into a new **$2.4 billion 2020 ABL Facility** on July 1, 2020, with **$1.3 billion outstanding** and **$1.1 billion available borrowing capacity** as of December 31, 2020[645](index=645&type=chunk)[647](index=647&type=chunk)[648](index=648&type=chunk) - The 2022 Secured Notes were fully redeemed in Q3 2020, resulting in a **$15.2 million loss on extinguishment of debt**[653](index=653&type=chunk) - The 2023 Secured Notes were fully repaid in August 2020 using proceeds from the 2028 Secured Notes, resulting in a **$22.7 million loss on extinguishment of debt**[657](index=657&type=chunk) - Mobile Mini's **$250.0 million senior notes** and **$1.0 billion revolving credit facility** were assumed and repaid in full in connection with the merger[673](index=673&type=chunk)[674](index=674&type=chunk) [NOTE 12 - Equity](index=107&type=section&id=NOTE%2012%20-%20Equity) This note details changes in the company's equity, including 229 million shares of Common Stock outstanding, the impact of the Mobile Mini Merger and Sapphire Exchange, and a $250 million stock repurchase program - As of December 31, 2020, **229,038,158 shares of Common Stock** were issued and outstanding, with no Preferred Stock outstanding[675](index=675&type=chunk)[676](index=676&type=chunk) - The Mobile Mini Merger on July 1, 2020, involved the issuance of **106,426,722 shares of Class A Common Stock**[681](index=681&type=chunk) - The Sapphire Exchange on June 30, 2020, resulted in the cancellation of all Class B Common Stock and the reclassification of **$63.9 million of non-controlling interest** to additional paid-in capital[680](index=680&type=chunk) - A stock repurchase program for up to **$250 million** was approved in August 2020, with **$35.3 million** in warrants and share equivalents repurchased in 2020[683](index=683&type=chunk)[685](index=685&type=chunk) - All 2015 Public Warrants were redeemed by February 24, 2020; as of December 31, 2020, **12,710,000 2015 Private Warrants** and **9,730,241 2018 Warrants** remained outstanding[690](index=690&type=chunk)[692](index=692&type=chunk)[694](index=694&type=chunk) Accumulated Other Comprehensive Loss (AOCI) (in thousands) | Category | December 31, 2020 | December 31, 2019 | December 31, 2018 | | :----------------------------------- | :------------------ | :------------------ | :------------------ | | Foreign Currency Translation | $(24,694) | $(52,982) | $(62,608) | | Unrealized losses on hedging activities | $(12,513) | $(9,793) | $(5,418) | | **Total AOCI** | **$(37,207)** | **$(62,775)** | **$(68,026)** | [NOTE 13 – Income Taxes](index=110&type=section&id=NOTE%2013%20%E2%80%93%20Income%20Taxes) The company reported a significant income tax benefit of $51.5 million in 2020, primarily due to a $54.6 million reversal of the federal valuation allowance following the Mobile Mini merger, and holds $1.9 billion in tax loss carryforwards Income Tax (Benefit) Expense (in thousands) | Category | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | US Federal and State Current | $1,601 | $827 | $668 | | US Federal and State Deferred | $(58,026) | $1,904 | $(36,149) | | Outside of US Current | $2,104 | $(395) | $924 | | Outside of US Deferred | $2,870 | $(4,527) | $(4,043) | | **Total income tax benefit** | **$(51,451)** | **$(2,191)** | **$(38,600)** | - The income tax benefit in 2020 was primarily driven by a **$56.5 million decrease in valuation allowance**, including a **$54.6 million reversal of the federal valuation allowance** due to the Mobile Mini Merger, and a **$11.2 million reduction of reserves** for uncertain tax positions[324](index=324&type=chunk)[700](index=700&type=chunk)[701](index=701&type=chunk) Tax Loss Carryforwards (as of December 31, 2020, in thousands) | Jurisdiction | Loss Carryforward | Expiration | | :----------------------------------- | :------------------ | :-------------------- | | US - Federal | $1,187,500 | 2022 – 2037, Indefinite | | US - State | $700,500 | 2021 –2040, Indefinite | | Foreign - Mexico & Canada | $14,100 | 2025 – 2038 | | **Total** | **$1,902,100** | | - Unrecognized tax benefits totaled **$54.5 million** as of December 31, 2020, with approximately **$11.3 million** potentially decreasing in the next twelve months due to statute of limitation expirations or audit settlements[705](index=705&type=chunk)[707](index=707&type=chunk) [NOTE 14 - Derivatives](index=112&type=section&id=NOTE%2014%20-%20Derivatives) The company uses an interest rate swap agreement to manage variable interest rate exposure on its ABL Facility, converting $400.0 million of debt to a fixed rate, with a fair value liability of $16.9 million as of December 31, 2020 - The company uses an interest rate swap agreement to convert **$400.0 million of variable-rate debt** under its ABL Facility into fixed-rate debt, with a fixed rate of **3.06%**[708](index=708&type=chunk) - The swap agreement is designated as a cash flow hedge and terminates on May 29, 2022[708](index=708&type=chunk)[709](index=709&type=chunk) Fair Value of Derivative Instruments (as of December 31, in thousands) | Balance Sheet Location | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Accrued liabilities (current) | $11,619 | $5,348 | | Other non-current liabilities | $5,308 | $8,943 | [NOTE 15 - Fair Value Measures](index=113&type=section&id=NOTE%2015%20-%20Fair%20Value%20Measures) This note outlines the company's fair value measurements for financial assets and liabilities, categorized into three levels based on input observability, with debt instruments valued using Level 2 inputs and Mobile Mini stock options using Level 3 inputs - Financial instruments are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs) for fair value measurement[711](index=711&type=chunk) Carrying Amounts and Fair Values of Financial Liabilities (as of December 31, 2020, in thousands) | Debt Instrument | Carrying Amount | Fair Value (Level 2) | | :----------------------------------- | :-------------- | :------------------- | | US ABL Facilities | $1,263,833 | $1,304,612 | | 2025 Secured Notes | $637,068 | $694,876 | | 2028 Secured Notes | $491,555 | $518,820 | | **Total** | **$2,392,456** | **$2,518,308** | - In connection with the Mobile Mini Merger, **7,361,516 fully vested Mobile Mini stock options** were converted to WillScot Mobile Mini stock options, valued at **$19.3 million** using a Black-Scholes model (Level 3 inputs)[714](index=714&type=chunk) [NOTE 16 - Restructuring](index=114&type=section&id=NOTE%2016%20-%20Restructuring) Restructuring costs, primarily for employee termination benefits and contract termination, were $6.5 million in 2020, driven by the Mobile Mini merger and COVID-19 related reductions in force - Restructuring costs were **$6.5 million** in 2020, **$3.8 million** in 2019, and **$15.5 million** in 2018[717](index=717&type=chunk) - The 2020 restructuring charges were primarily due to employee terminations from the Mobile Mini Merger and reductions in force due to COVID-19 economic conditions[718](index=718&type=chunk) - In 2020, restructuring charges were allocated as **$2.1 million to NA Modular**, **$4.0 million to NA Storage**, and **$0.4 million to UK Storage**[721](index=721&type=chunk) [NOTE 17 - Stock-Based Compensation](index=115&type=section&id=NOTE%2017%20-%20Stock-Based%20Compensation) This note details the company's stock-based compensation plans, with total expense of $9.9 million in 2020, and the impact of the Mobile Mini Merger on stock option conversions Stock-Based Compensation Expense (in thousands) | Award Type | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | RSAs | $900 | $1,000 | $500 | | Time-Based RSUs | $5,600 | $3,900 | $2,300 | | Performance-Based RSUs | $2,500 | $1,000 | — | | Stock Options (WillScot) | $700 | $800 | $600 | | **Total** | **$9,700** | **$6,700** | **$3,400** | - The 2020 Incentive Award Plan, approved in June 2020, authorizes the grant of **6,488,988 shares of Common Stock** in various forms of equity awards[524](index=524&type=chunk) - As part of the Mobile Mini Merger, **7,361,516 fully vested Mobile Mini stock options** were converted to WillScot Mobile Mini stock options, valued at **$19.3 million**[733](index=733&type=chunk) - As of December 31, 2020, unrecognized compensation cost for Time-Based RSUs totaled **$13.3 million** (**2.7 years** remaining vesting) and for Performance-Based RSUs totaled **$5.4 million** (**1.8 years** remaining vesting)[724](index=724&type=chunk)[726](index=726&type=chunk) [NOTE 18 - Commitments and Contingencies](index=117&type=section&id=NOTE%2018%20-%20Commitments%20and%20Contingencies) As of December 31, 2020, the company had $5.0 million in commitments for equipment acquisition, and management believes no pending legal claims would materially adversely affect financial results - Commitments for the acquisition of rental equipment and property, plant and equipment were **$5.0 million** as of December 31, 2020[735](index=735&type=chunk) - No material pending legal claims or lawsuits are expected to adversely affect the company's financial condition, results of operations, or cash flows[736](index=736&type=chunk) [NOTE 19 - Segment Reporting](index=117&type=section&id=NOTE%2019%20-%20Segment%20Reporting) Following the Mobile Mini Merger, the company operates in four reportable segments (NA Modular, NA Storage, UK Storage, and Tank and Pump), with performance evaluated using Adjusted EBITDA - The company operates in four reportable segments: NA Modular, NA Storage, UK Storage, and Tank and Pump, following the Mobile Mini Merger[737](index=737&type=chunk) - Segment performance is evaluated using Adjusted EBITDA, which excludes certain non-cash items and transactions not related to core business operations[739](index=739&type=chunk) Segment Revenues and Adjusted EBITDA (Year Ended December 31, 2020, in thousands) | Segment | Total Revenues | Adjusted EBITDA | | :----------------------------------- | :------------- | :-------------- | | NA Modular | $1,051,162 | $394,805 | | NA Storage | $221,829 | $99,837 | | UK Storage | $46,361 | $17,822 | | Tank and Pump | $48,293 | $17,843 | | **Total** | **$1,367,645** | **$530,307** | Segment Assets (as of December 31, 2020, in thousands) | Segment | Goodwill | Intangible Assets, net | Rental Equipment, net | | :----------------------------------- | :--------- | :--------------------- | :-------------------- | | NA Modular | $235,828 | $125,625 | $1,888,287 | | NA Storage | $726,529 | $329,437 | $772,356 | | UK Storage | $65,600 | $11,177 | $147,720 | | Tank and Pump | $143,262 | $29,708 | $125,359 | | **Total** | **$1,171,219** | **$495,947** | **$2,933,722** | [NOTE 20 - Related Parties](index=121&type=section&id=NOTE%2020%20-%20Related%20Parties) Related party balances as of December 31, 2020, included $30 thousand in receivables and $461 thousand due to affiliates, with Sapphire Holdings, the largest stockholder, pledging shares as security for a margin loan Related Party Balances (as of December 31, in thousands) | Financial Statement Line Item | 2020 | 2019 | | :----------------------------------- | :--------- | :--------- | | Receivables due from affiliates | $30 | $26 | | Amounts due to affiliates | $(461) | $(236) | | **Total related party liabilities, net** | **$(431)** | **$(210)** | Related Party Transactions (Years Ended December 31, in thousands) | Financial Statement Line Item | 2020 | 2019 | 2018 | | :----------------------------------- | :--------- | :--------- | :--------- | | Leasing revenue from related parties | $1,066 | $316 | $720 | | Rental unit sales to related parties | $380 | — | $1,548 | | Consulting expense to related party | $(5,194) | $(1,029) | $(3,070) | | **Total related party expense, net** | **$(3,748)** | **$(713)** | **$(802)** | - Sapphire Holdings pledged **59,725,558 shares of Common Stock (26.1% of outstanding)** and **4,850,000 warrants** as security for a margin loan, with the maturity date extended to August 29, 2022[755](index=755&type=chunk) [NOTE 21 - Quarterly Financial Data](index=122&type=section&id=NOTE%2021%20-%20Quarterly%20Financial%20Data) This note presents unaudited consolidated quarterly financial information for 2020 and 2019, showing the progression of revenues, gross profit, operating income, and net income (loss), reflecting the Mobile Mini merger's impact from Q3 2020 Unaudited Consolidated Quarterly Financial Information (2020, in thousands, except per share data) | Metric | Q1 2020 | Q2 2020 | Q3 2020 | Q4 2020 | | :----------------------------------- | :-------- | :-------- | :-------- | :-------- | | Leasing and services revenue | $239,422 | $241,783 | $384,776 | $409,622 | | Total revenue | $255,821 | $256,862 | $417,315 | $437,647 | | Gross profit | $106,190 | $109,964 | $209,564 | $234,255 | | Operating income | $25,373 | $41,067 | $25,012 | $91,263 | | Net (loss) income | $(3,674) | $12,833 | $16,252 | $46,468 | | Basic EPS | $(0.03) | $0.10 | $0.07 | $0.20 | | Diluted EPS | $(0.03) | $0.10 | $0.07 | $0.20 | Unaudited Consolidated Quarterly Financial Information (2019, in thousands, except per share data) | Metric | Q1 2019 | Q2 2019 | Q3 2019 | Q4 2019 | | :----------------------------------- | :-------- | :-------- | :-------- | :-------- | | Leasing and services revenue | $227,292 | $241,784 | $249,411 | $245,755 | | Total revenue | $253,685 | $263,713 | $268,222 | $278,045 | | Gross profit | $103,331 | $101,484 | $99,307 | $109,191 | | Operating income | $21,464 | $26,294 | $29,781 | $39,986 | | Net (loss) income | $(10,029) | $(11,438) | $996 | $8,928 | | Basic EPS | $(0.09) | $(0.10) | $0.01 | $0.07 | | Diluted EPS | $(0.09) | $(0.10) | $0.01 | $0.07 | [NOTE 22 - Earnings (Loss) Per Share](index=123&type=section&id=NOTE%2022%20-%20Earnings%20(Loss)%20Per%20Share) This note details the calculation of basic and diluted earnings (loss) per share, with basic EPS at $0.42 and diluted EPS at $0.41 in 2020, while prior years were in a net loss position - Basic EPS is calculated by dividing net income (loss) attributable to WillScot Mobile Mini by the weighted average number of shares outstanding[760](index=760&type=chunk) - Diluted EPS includes the potential dilution from securities like warrants, RSAs, RSUs, and stock options, but only when their effect is dilutive[763](index=763&type=chunk) Weighted Average Common Shares Outstanding (December 31, 2020, in thousands) | Category | Shares | | :----------------------------------- | :------- | | Weighted average Common Shares outstanding - basic | 169,230 | | Dilutive effect of outstanding securities: | | | Warrants | 3,116 | | RSAs | 33 | | Time-Based RSUs | 315 | | Performance-Based and Market-Based RSUs | 322 | | Stock Options | 634 | | **Weighted average Common Shares outstanding - dilutive** | **173,650** | - For the years ended December 31, 2019 and 2018, the company was in a net loss position, so no dilutive EPS calculation was performed, and potentially dilutive securities were excluded as anti-dilutive[764](index=764&type=chunk)[765](index=765&type=chunk)[766](index=766&type=chunk) [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=124&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=124&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure[767](index=767&type=chunk) [ITEM 9A. Controls and Procedures](index=124&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) [Evaluation of Disclosure Controls and Procedures](index=124&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2020 - Disclosure controls and procedures were effective as of December 31, 2020[768](index=768&type=chunk) [Management's Report on Internal Control over Financial Reporting](index=124&type=section&id=Management's%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) Management assessed the effectiveness of the company's internal control over financial reporting (ICFR) as effective as of December 31, 2020, excluding Mobile Mini's ICFR from this assessment - Management concluded that the company's ICFR was effective as of December 31, 2020, based on the COSO (2013) framework[771](index=771&type=chunk) - The ICFR of Mobile Mini was excluded from management's assessment, representing **26% of consolidated total assets** and **23% of consolidated total revenues**[773](index=773&type=chunk) [Changes in Internal Control over Financial Reporting](index=124&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during 2020, other than those related to the Mobile Mini merger, from which Mobile Mini's ICFR was excluded - No material changes in ICFR occurred during 2020, other than those related to the Mobile Mini merger, from which Mobile Mini's ICFR was excluded from the evaluation[774](index=774&type=chunk) [Report of Independent Registered Public Accounting Firm](index=125&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2020, excluding Mobile Mini's internal controls from the audit - Ernst & Young LLP issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2020[777](index=777&type=chunk) - The audit of internal control over financial reporting excluded Mobile Mini, Inc., which constituted **26% of consolidated total assets** and **23% of consolidated total revenues**[778](index=778&type=chunk) [ITEM 9B. Other Information](index=126&type=section&id=ITEM%209B.%20Other%20Information) [Transition of President and Chief Operating Officer](index=126&type=section&id=Transition%20of%20President%20and%20Chief%20Operating%20Officer) Kelly Williams, President and Chief Operating Officer, will depart on July 31, 2021, under a separation agreement including a lump-sum cash payment and equity vesting - Kelly Williams, President and COO, will depart on July 31, 2021, with a separation agreement including a lump-sum cash payment and equity vesting[785](index=785&type=chunk) [Adoption of Second Amended and Restated Bylaws](index=126&type=section&id=Adoption%20of%20Second%20Amended%20and%20Restated%20Bylaws) The Board of Directors approved the Second Amended and Restated Bylaws on February 24, 2021, removing the mandatory requirement for a President and Chief Operating Officer role - Second Amended and Restated Bylaws approved on February 24, 2021, making the President and COO roles optional[787](index=787&type=chunk) [Annual Executive Compensation Review](index=126&type=section&id=Annual%20Executive%20Compensation%20Review) Following an annual review, the Compensation Committee approved increases in base salary, annual target bonus, and long-term incentive grants for CEO Bradley Soultz and CFO Timothy Boswell Executive Compensation Adjustments | Executive | Old Base Salary | New Base Salary | Old Target Bonus (% of base) | New Target Bonus (% of base) | Old LTI Grant | New LTI Grant | | :----------------------------------- | :-------------- | :-------------- | :--------------------------- | :--------------------------- | :------------ | :------------ | | Bradley Soultz (CEO) | $850,000 | $900,000 | 125% | 150% | $2,600,000 | $3,500,000 | | Timothy Boswell (CFO) | $525,000 | $600,000 | 75% | 125% | $1,050,000 | $1,400,000 | [PART III](index=126&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=126&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's definitive proxy statement for the 2021 annual meeting of stockholders - Information is incorporated by reference from the 2021 annual meeting proxy statement[791](index=791&type=chunk) [Executive Compensation](index=126&type=section&id=ITEM%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement for the 2021 annual meeting of stockholders - Information is incorporated by reference from the 2021 annual meeting proxy statement[792](index=792&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=127&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners and management, and related stockholder matters, is incorporated by reference from the company's definitive proxy statement for the 2021 annual meeting of stockholders - Information is incorporated by reference from the 2021 annual meeting proxy statement[793](index=793&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=127&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships and related transactions, and director independence, is incorporated by reference from the company's definitive proxy statement for the 20

WillScot Mobile Mini Holdings Corp (NASDAQ:WSC) Q3 2020 Earnings Conference Call November 6, 2020 10:00 AM ET Company Participants Matt Jacobsen – Vice President of Finance Brad Soultz – Chief Executive Officer Kelly Williams – President and Chief Operating Officer Tim Boswell – Chief Financial Officer Conference Call Participants Andrew Whitman – Baird Ross Gilardi – Bank of America Stanley Elliott – Stifel Scott Schneeberger – Oppenheimer Ashish Sabadra – Deutsche Bank Kevin McVeigh – Credit Suisse Courtn ...

Quarterly Investor Presentation Third Quarter 2020 11/6/2020 WILLSCOT = MOBILE MINI 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," "plans," "intends," "may," "will," "should," "shall," ...

Part I Financial Information This section presents the company's financial statements, management's analysis, market risk, and internal controls [Item 1 Financial Statements](index=3&type=section&id=Item%201%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, reflecting the significant impact of the Mobile Mini merger on assets, liabilities, equity, and net income [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet reflects a substantial increase in total assets to **$5.62 billion** and total liabilities to **$3.53 billion** post-merger, significantly boosting total equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$5,624,850** | **$2,897,649** | | Rental equipment, net | $3,039,710 | $1,944,436 | | Goodwill | $942,791 | $235,177 | | Intangible assets, net | $686,303 | $126,625 | | **Total Liabilities** | **$3,530,345** | **$2,188,694** | | Long-term debt | $2,498,207 | $1,632,589 | | **Total Equity** | **$2,094,505** | **$708,955** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2020 total revenues surged **55.6%** to **$417.3 million** with net income of **$16.3 million**, driven by the Mobile Mini merger and an income tax benefit Statement of Operations Summary (in thousands, except per share data) | Metric | Q3 2020 | Q3 2019 | 9 Months 2020 | 9 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$417,315** | **$268,222** | **$929,998** | **$785,620** | | Gross Profit | $209,564 | $99,308 | $425,718 | $304,123 | | Operating Income | $25,012 | $29,782 | $91,452 | $77,540 | | Merger Transaction Costs | $52,191 | $— | $63,241 | $— | | Loss on Extinguishment of Debt | $42,401 | $— | $42,401 | $7,244 | | Income Tax Benefit | $(66,675) | $(1,220) | $(66,170) | $(2,022) | | **Net Income (Loss)** | **$16,252** | **$997** | **$25,411** | **$(20,470)** | | Diluted EPS | $0.07 | $0.01 | $0.16 | $(0.18) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased to **$175.1 million** for the nine months, while financing activities shifted to a **$75.6 million** outflow due to merger-related debt actions Cash Flow Summary for the Nine Months Ended September 30 (in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $175,095 | $99,076 | | Net cash used in investing activities | $(83,073) | $(122,774) | | Net cash (used in) provided by financing activities | $(75,612) | $18,627 | | **Net change in cash and cash equivalents** | **$16,952** | **$(5,007)** | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the Mobile Mini merger's accounting, new debt structure, equity changes, a significant income tax benefit, and the establishment of four new reportable segments - On July 1, 2020, WillScot merged with Mobile Mini, Inc., with WillScot as the accounting acquirer, and the company was renamed WillScot Mobile Mini Holdings Corp[21](index=21&type=chunk) Mobile Mini Merger Purchase Price (in thousands) | Component | Value | | :--- | :--- | | Fair value of shares of WillScot Class A Common Stock issued | $1,333,527 | | Fair value of Mobile Mini Options converted | $19,279 | | Cash paid for fractional shares | $30 | | **Total purchase price** | **$1,352,836** | - The merger resulted in the recognition of **$708.4 million** in goodwill and **$565.6 million** in intangible assets[35](index=35&type=chunk)[63](index=63&type=chunk) - Following the merger, the company operates under four new reportable segments: NA Modular, NA Storage, UK Storage, and Tank and Pump[133](index=133&type=chunk) - A significant income tax benefit of **$66.2 million** for the nine months ended Sep 30, 2020 was primarily due to a **$54.6 million** reversal of a valuation allowance on deferred tax assets, which became realizable post-merger[101](index=101&type=chunk)[102](index=102&type=chunk) [Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the transformative Mobile Mini merger's impact on financial results, new segments, and financing, alongside COVID-19's effects and management's response [Significant Developments and COVID-19 Impact](index=36&type=section&id=Significant%20Developments%20and%20COVID-19%20Impact) Key developments include the Mobile Mini merger, corporate renaming, new segments, and significant debt refinancing, alongside COVID-19's demand reduction and management's cost control response - Closed the merger with Mobile Mini, Inc. on July 1, 2020, and changed the company name to WillScot Mobile Mini Holdings Corp[159](index=159&type=chunk) - Restructured into four new reportable segments: NA Modular, NA Storage, UK Storage, and Tank and Pump[161](index=161&type=chunk) - Entered into a new **$2.4 billion** ABL facility and completed several senior secured note offerings to refinance debt in connection with the merger[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) - The COVID-19 pandemic reduced demand, with Q3 deliveries in the NA Modular and NA Storage segments down **13%** and **12%** year-over-year, respectively[165](index=165&type=chunk) [Consolidated Results of Operations](index=40&type=section&id=Consolidated%20Results%20of%20Operations) Q3 2020 total revenue increased **55.6%** to **$417.3 million**, driven by the Mobile Mini merger, resulting in **$16.3 million** net income despite significant one-time costs Q3 2020 vs. Q3 2019 Performance (in thousands) | Metric | Q3 2020 | Q3 2019 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $417,315 | $268,222 | 55.6% | | Gross Profit | $209,564 | $99,308 | 111.1% | | SG&A | $112,079 | $64,992 | 72.5% | | Net Income | $16,252 | $702 | 2215.1% | - The increase in Q3 revenue was driven primarily by the addition of Mobile Mini's revenues, which contributed **$149.4 million**[173](index=173&type=chunk) - Q3 2020 results included significant one-time costs: **$52.2 million** in merger transaction costs and a **$42.4 million** loss on debt extinguishment, largely offset by a **$66.7 million** income tax benefit[171](index=171&type=chunk)[172](index=172&type=chunk) [Business Segment Results](index=46&type=section&id=Business%20Segment%20Results) Post-merger Q3 2020 segment performance shows NA Modular with stable revenue but increased Adjusted EBITDA, while new segments (NA Storage, UK Storage, Tank and Pump) contributed significantly to consolidated results Q3 2020 Revenue and Adjusted EBITDA by Segment (in thousands) | Segment | Revenue | Adjusted EBITDA | | :--- | :--- | :--- | | NA Modular | $267,867 | $100,281 | | NA Storage | $104,493 | $46,465 | | UK Storage | $21,653 | $8,306 | | Tank and Pump | $23,302 | $8,507 | | **Total** | **$417,315** | **$163,559** | - The NA Modular segment's Adjusted EBITDA increased **14.8%** YoY to **$100.3 million**, driven by a **10.0%** increase in average monthly rental rates and cost savings, despite a **0.1%** revenue decrease[208](index=208&type=chunk)[209](index=209&type=chunk)[211](index=211&type=chunk) - On a pro forma basis, the NA Storage segment's Adjusted EBITDA grew **7.9%** YoY to **$46.5 million**, benefiting from SG&A reductions despite flat revenue[233](index=233&type=chunk)[242](index=242&type=chunk) - The Tank & Pump segment's revenue declined **22.8%** and Adjusted EBITDA fell **28.6%** on a pro forma basis, impacted by reduced oil and gas activity[233](index=233&type=chunk)[261](index=261&type=chunk)[263](index=263&type=chunk) [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$1.04 billion** ABL facility availability and significantly improved Free Cash Flow of **$74.8 million** for the nine months, driven by operating cash and reduced capex - As of September 30, 2020, the company had **$1.04 billion** of available borrowing capacity under its new **$2.4 billion** ABL Facility[273](index=273&type=chunk) Cash Flow and Free Cash Flow for Nine Months Ended Sep 30 (in thousands) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $175,095 | $99,076 | | Free Cash Flow | $74,849 | $(23,698) | - Free Cash Flow for Q3 2020 was **$28.0 million**; excluding merger transaction costs, it would have been **$91.3 million**[282](index=282&type=chunk)[283](index=283&type=chunk) [Item 3 Quantitative and Qualitative Disclosures About Market Risk](index=68&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks primarily from interest rate fluctuations on its variable-rate ABL Facility and foreign currency exchange rate changes from international operations - The company is exposed to interest rate risk on its **$1.35 billion** outstanding ABL Facility; a **100 basis point** increase would raise quarterly interest expense by approximately **$1.4 million**[310](index=310&type=chunk)[312](index=312&type=chunk) - An interest rate swap agreement effectively fixes the rate on a **$400 million** notional amount of the variable-rate debt[311](index=311&type=chunk) - Foreign currency risk exists from operations in Canada and the UK, where a strengthening U.S. dollar could negatively impact reported revenues upon translation[313](index=313&type=chunk) [Item 4 Controls and Procedures](index=69&type=section&id=Item%204%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of September 30, 2020, excluding the newly acquired Mobile Mini's internal controls as permitted by SEC guidance - Disclosure controls and procedures were deemed effective as of September 30, 2020[317](index=317&type=chunk) - The evaluation of internal controls excluded the recently acquired Mobile Mini, as permitted by SEC guidance for new acquisitions[318](index=318&type=chunk) Part II Other Information This section covers legal proceedings and significant risk factors, including the influence of the largest stockholder [Item 1 Legal Proceedings](index=69&type=section&id=Item%201%20Legal%20Proceedings) As of September 30, 2020, the company reported no material pending legal proceedings - There were no material pending legal proceedings as of the end of the reporting period[321](index=321&type=chunk) [Item 1A Risk Factors](index=70&type=section&id=Item%201A%20Risk%20Factors) This section highlights risks associated with Sapphire Holdings, the largest stockholder, whose significant ownership and pledged shares could influence corporate matters and ownership stability - The company's largest stockholder, Sapphire Holdings, beneficially owns approximately **26%** of the common stock and can nominate two directors, exerting significant influence over corporate matters[325](index=325&type=chunk) - A significant portion of Sapphire Holdings' shares (**59.7 million**) are pledged as collateral for a margin loan, with a default potentially leading to foreclosure and a change in beneficial ownership[326](index=326&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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 https://files.reportify.cc/media/production/WSC642e WILLSCOT MOBILE MINI HOLDINGS CORP. (Exact name of registrant a ...

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 March 31, 2020 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 CORPORATION (Exact name of registrant as specified in its charter) Delaware 82-3430194 (State or other ju ...

| UNITED STATES | | --- | | SECURITIES AND EXCHANGE COMMISSION | | Washington, D.C. 20549 | FORM 10-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (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, 2019 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 CORPORATION (Exact ...

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, 2019 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 CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of in ...

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 March 31, 2019 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 CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorp ...

| UNITED STATES | | --- | | SECURITIES AND EXCHANGE COMMISSION | | Washington, D.C. 20549 | FORM 10-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (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, 2018 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 CORPORATION (forme ...