# WillScot Holdings Corp (WSC) FY 2021 MD&A

Verbatim Item 7 Management's Discussion and Analysis from WillScot Holdings Corp's 10-K for fiscal year 2021.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1647088/000164708822000009/wsc-20211231.htm
Accession: 0001647088-22-000009
Filing date: 2022-02-25
Report date: 2021-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/WSC/
All MD&A years: /company/WSC/mda/
Next year: /company/WSC/mda/fy2022/ (FY 2022)

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand WillScot Mobile Mini Holdings Corp. ("WillScot Mobile Mini"), formerly known as WillScot Corporation ("WillScot"), our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part II, Item 8 of this report. The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the year ended December 31, 2021 or prior periods. On July 1, 2020, in connection with the closing of the Merger, Mobile Mini, Inc. ("Mobile Mini") became a wholly-owned subsidiary of WillScot and the Company changed it's name to WillScot Mobile Mini Holdings Corp. As the Merger was completed on July 1, 2020, unless the context otherwise requires, the terms “we”, “us”, “our” “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot Mobile Mini and its subsidiaries when referring to periods on or after July 1, 2020 (after the Merger).

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”). We use certain pro forma calculations as non-GAAP financial information that we believe is important for purposes of comparison to the prior period due to the addition of significant acquisitions during the reported financial reporting periods. This information is also used by management to measure the performance of our ongoing operations and analyze our business performance and trends. This information is used by investors for the purposes of development of future projections and earnings growth prospects. In addition, we use certain non-GAAP financial metrics to supplement the GAAP reported results in order to highlight key operational metrics that are used by management to evaluate Company performance. Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the Reconciliation of Non-GAAP Financial Measures section.

Executive Summary

We are a leading business services provider specializing in innovative flexible work space and portable storage solutions. We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, Mexico, and the United Kingdom ("UK"). We are also a leading provider of specialty containment solutions in the US with over 13,000 tank and pump units in our fleet. As of December 31, 2021, our branch network included approximately 275 branch locations and additional drop lots to service our over 85,000 customers. We offer our customers an extensive selection of “Ready to Work” modular space and portable storage solutions with over 162,000 modular space units and over 213,000 portable storage units in our fleet.

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

We remain focused on our core priorities of growing leasing revenues by increasing units on rent, both organically and through our consolidation strategy, delivering “Ready to Work” solutions to our customers with value added products and services ("VAPS"), and on continually improving the overall customer experience. During 2021, the Company acquired certain assets and liabilities of seven regional and local modular space and storage businesses, which consisted primarily of 15,700 storage units and 5,800 modular units. We also achieved a significant milestone in our integration of the WillScot and Mobile Mini businesses, consolidating onto a single ERP system in the second quarter of 2021. This full integration to SAP enabled an expedited integration of the acquisitions.

For the year ended December 31, 2021, key drivers of our financial performance included:

•Total revenues increased by $527.3 million, or 38.6%, attributable to the addition of Mobile Mini's revenues to our consolidated results once the Merger closed on July 1, 2020 and due to organic revenue growth levers in the business. Leasing revenue increased $410.7 million, or 41.0%, delivery and installation revenue increased $100.5 million, or 36.7%, rental unit sales increased $16.3 million, or 41.9%, and new unit sales revenue decreased $0.2 million, or 0.4%.

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Key leasing revenue drivers included:

–Average modular space units on rent increased 10,876 units, or 10.9%, and average portable storage units on rent increased 77,318 units, or 91.9%. Both increases were primarily driven by the Mobile Mini Merger. Average portable storage units on rent also grew as a result of organic increases in average portable storage units driven by increased economic activity in 2021 and due to units on rent acquired during 2021 from several smaller entities.

–Average modular space monthly rental rate increased $86, or 13.1%, to $744 driven by a $124, or 18.1% increase in the NA Modular segment, offset partially by the dilutive impact of lower rates due to mix on the Mobile Mini modular space units.

–Average portable storage monthly rental rate increased $12, or 9.1%, to $144 driven primarily by the accretive impact of higher rates from the Mobile Mini portable storage fleet and price increases achieved throughout 2021.

–Average utilization for modular space units decreased 10 basis points ("bps") to 70.1% and average utilization for portable storage units increased to 81.5%, from 75.6% from the same period in 2020, driven by higher utilization of the Mobile Mini portable storage units and increased demand for this product category driven by increased economic activity throughout 2021.

•NA Modular segment revenue represented 61.4% of consolidated revenue for the year ended December 31, 2021, and increased $113.0 million, or 10.7%, to $1,164.2 million driven by increased leasing revenue of $94.6 million, or 12.3%, an increased sales volumes of $7.1 million, or 9.8%, and a $11.3 million, or 5.4%, increase in delivery and installation revenues. NA Modular revenue drivers for the year ended December 31, 2021 include:

–Modular space average monthly rental rate of $809 for the year, increased 18.1% representing a continuation of the long-term price optimization initiative and VAPS penetration opportunities across our portfolio.

–Average modular space units on rent for the year decreased 2,350 units, or 2.7% driven by increased returns during 2021 and by lower, although improving, delivery demand as compared to historical levels seen pre-pandemic. However, average modular space units on rent increased 0.1% sequentially from Q3 into Q4 to 84,328, which compares to a 0.5% drop from Q3 to Q4 in 2020.

–Average modular space monthly utilization decreased 130 basis points to 67.6% for the year ended December 31, 2021, but only dropped 10 basis points sequentially from Q3 into Q4.

•Generated consolidated net income of $160.1 million for the year ended December 31, 2021, representing an increase of $84.8 million versus the year ended December 31, 2020. Net Income Excluding Gain/Loss from Warrants of $186.7 million for the year ended December 31, 2021, represented an increase of $114.8 million, or 159.7%, versus the year ended December 31, 2020, and included a $6.0 million loss on extinguishment of debt related to our financing activities in the first and second quarter of 2021 and $44.6 million of discrete costs expensed in the period related to transaction and integration activities. Discrete costs in the period included $1.4 million of transaction costs, $28.4 million of integration costs, and $14.8 million of restructuring costs, lease impairment expense and other related charges.

•Generated Adjusted EBITDA of $740.4 million for the year ended December 31, 2021, representing an increase of $210.1 million, or 39.6%, as compared to 2020. Of this increase, $181.9 million was driven by including a full year of Mobile Mini in our consolidated results, including strong year over year organic growth within the NA Storage, UK, and Tank and Pump segments, and the remainder was driven by strong organic growth across all of our segments.

–Adjusted EBITDA in our NA Modular segment, which represents the activities of WillScot prior to the Merger, increased $28.2 million, or 7.1% primarily driven by increases in leasing gross profit driven by increased pricing, including VAPS, partially offset by increased variable costs as a result of higher activity levels in the current year as compared to 2020.

–Consolidated Adjusted EBITDA Margin was 39.1% and increased 30 bps versus prior year driven by the addition of the higher margin Mobile Mini operations. This was partially offset by a 130 bps decrease in the NA Modular segment, driven by an expected higher proportion of delivery and installation revenues to total revenues and increased variable costs.

•Generated Free Cash Flow of $303.0 million for the year ended December 31, 2021, representing an increase of $140.7 million as compared to 2020. Net cash provided by operating activities increased $235.1 million to $539.9 million. Net cash used in investing activities, excluding cash acquired or used as part of acquisitions, increased $94.3 million as a result of increased capital spending to support growing demand for new project deliveries across all segments. The referenced Free Cash Flow along with additional net borrowings under the ABL was deployed to acquire storage and modular units of several smaller entities for a total of $147.2 million and to repurchase $363.6 million of our common stock and warrants. This was possible due to our resilient lease revenues and strong margin expansion, reduced interest costs due to our financing activities during the year and our strong financial position.

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In addition to using GAAP financial measurements, we use Adjusted EBITDA and Free Cash Flow, which are non-GAAP financial measures, to evaluate our operating results. As such, we include in this Annual Report on Form 10-K reconciliations to their most directly comparable GAAP financial measures. These reconciliations and descriptions of why we believe these measures provide useful information to investors as well as a description of the limitations of these measures are included in "Reconciliation of non-GAAP Financial Measures."

Significant Developments

Refer to the Significant Developments section in Part I, Item 1, Business, herein for further information about the Mobile Mini Merger, other acquisitions, financing activities, share and warrant repurchases, and the impact of COVID-19 on our business.

Business Environment and Outlook

Our customers operate in a diversified set of end markets, including construction, commercial and industrial, retail and wholesale trade, education, energy and natural resources, government and healthcare. We track several market leading indicators in order to predict demand, including those related to our two largest end markets, the commercial and industrial sector and the construction sector, which collectively accounted for approximately 85% of our revenues in the year ended December 31, 2021. Market fundamentals underlying these end markets were impacted in 2020 as a result of the COVID-19 pandemic which resulted in delivery volume declines, primarily in the second and third quarters, in response to shelter-in-place orders and other market restrictions. During 2021, market fundamentals recovered to varying degrees across our product offerings with portable storage demand back above pre-pandemic levels. Demand for modular space products as measured by new project deliveries have partially recovered from the lower demand seen in 2020, but still remained approximately 4% below pre-pandemic delivery levels in 2021. Real Gross Domestic Product ("real GDP") in the US, where the majority of our revenues are generated, is estimated to have increased by over 5.6% in 2021, and estimates from Dodge Data & Analytics suggest that non-residential construction square footage starts in the US increased by 17% as compared to 2020. Based on our analyses of industry forecasts and macroeconomic indications, we expect continued market recovery in 2022 as we saw during 2021, and expect both real GDP and non-residential construction square footage starts in the US to grow 4-7% in 2022, which would also exceed pre-pandemic levels seen in 2019.

Core to our operating model is the ability to redeploy standardized assets across end markets, and we have recently serviced emerging demand in the healthcare and government sectors related to COVID-19, as well as expanded space requirements related to social distancing. Current improving market conditions, potential market catalysts such as increased infrastructure spending, and idiosyncratic growth levers such as continued penetration of our customer base with our VAPS offering, long-term pricing tailwinds, cross-selling between our Modular and Storage segment customers, and other commercial best practice sharing between our segments provide us confidence in our continued organic growth outlook.

Components of Our Consolidated Historical Results of Operations

Revenue

Our revenue consists mainly of leasing, services and sales revenue. We derive our leasing and services revenue primarily from the leasing of modular space and portable storage units. Included in leasing revenue are VAPS, such as furniture, steps, ramps, basic appliances, internet connectivity devices, and other items our customers use in connection with our products. Delivery and installation revenue includes fees that we charge for the delivery, site work, installation, disassembly, unhooking and removal, and other services to our customers for an additional fee as part of our leasing and sales operations.

The key drivers of changes in our leasing revenue are:

•the number of units in our lease fleet;

•the average utilization rate of our lease units; and

•the average monthly rental rate per unit, including VAPS.

The average utilization rate of our lease units is the ratio of (i) the average number of units in use during a period (which includes units from the time they are leased to a customer until the time they are returned to us) to (ii) the average total number of units available for lease in our fleet during a period. Our average monthly rental rate per unit for a period is equal to the ratio of (i) our rental income for that period including VAPS but excluding delivery and installation services and other leasing-related revenues, to (ii) the average number of lease units rented to our customers during that period.

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The table below sets forth the average number of units on rent in our lease fleet, the average utilization of our lease units, and the average monthly rental rate per unit, including VAPS:

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["(in thousands, except unit numbers and rates)","2021","","2020","","2019"],["Modular space units on rent (average during the period)","110,402","","","99,526","","","91,682"],["Average modular space utilization rate","70.1","%","","70.2","%","","72.0","%"],["Average modular space monthly rental rate","$","744","","","$","658","","","$","614"],["Portable storage units on rent (average during the period)","161,466","","","84,148","","","16,878"],["Average portable storage utilization rate","81.5","%","","75.9","%","","65.8","%"],["Average portable storage monthly rental rate","$","144","","","$","132","","","$","120"],["Average tank and pump solutions rental fleet utilization based on original equipment cost","72.3","%","","61.7","%","","N/A"]]
[[/GREPCENT_TABLE]]

In addition to leasing revenue, we also generate revenue from sales of new and used modular space and portable storage units to our customers, as well as delivery, installation, maintenance, removal services and other incidental items related to accommodation services for our customers. Included in our sales revenue are charges for modifying or customizing sales equipment to customers’ specifications.

Gross Profit

We define gross profit as the difference between total revenues and cost of revenues. Cost of revenues associated with our leasing business includes payroll and payroll-related costs for branch operations personnel, material and other costs related to the repair, maintenance, storage and transportation of rental equipment. Cost of revenue also includes depreciation expense associated with our rental equipment. Cost of revenues associated with our new unit sales business includes the cost to purchase, assemble, transport and customize units that are sold. Cost of revenues for our rental unit sales consist primarily of the net book value of the unit at date of sale.

Selling, General and Administrative Expense

Our selling, general and administrative (“SG&A”) expense includes all costs associated with our selling efforts, including marketing costs, marketing salaries and benefits, as well as the salary and commissions of sales personnel. It also includes the leasing of facilities we occupy, professional fees and information systems, our overhead costs, such as salaries of management, administrative and corporate personnel, and integration costs associated with acquisitions and business combinations.

Transaction Costs

Transaction costs include discrete expenses incurred related to the Merger and other acquisitions.

Other Depreciation and Amortization

Other depreciation and amortization includes depreciation of our property, plant and equipment, as well as the amortization of our intangible assets.

Impairment Losses on Long-Lived Assets

We recognize property, plant, and equipment impairment charges when an indicator of impairment is present and the carrying value of assets exceeds the estimated undiscounted cash flows and fair value of the assets.

Lease Impairment Expense and Other Related Charges

    Lease impairment expense and other related charges include impairment of right-of-use ("ROU") assets, gain or loss on the exit of a leased property generally associated with lease termination payments and rent expense for locations which have been closed but have not been abandoned or impaired.

Restructuring Costs

Restructuring costs include charges associated with exit or disposal activities that meet the definition of restructuring under Financial Accounting Standards Board ("FASB") ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”). Our restructuring plans are generally country or region specific and are typically completed within a one-year period. Restructuring costs include one-time termination benefits related to employee separation costs. The restructuring costs incurred in 2021, 2020, and 2019 primarily generally relate to the integration of our acquisitions. Costs related to the integration of acquired businesses that do not meet the definition of restructuring under ASC 420, such as employee training costs, duplicate facility costs, and professional services expenses, are included within SG&A expense.

Currency (Gains) Losses, Net

Currency (gains) losses, net include unrealized and realized gains and losses on monetary assets and liabilities denominated in foreign currencies other than our functional currency at the reporting date.

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Other (Income) Expense, Net

Other (income) expense, net primarily consists of the gain (loss) on disposal of non-operational property, plant and equipment, other financing related costs and other non-recurring charges.

Interest Expense

Interest expense consists of the costs of external debt including the Company’s ABL credit facility, 2022 Secured Notes, 2023 Secured Notes, 2025 Secured Notes, 2028 Secured Notes, and the senior unsecured notes due November 15, 2023 (the "Unsecured Notes") and interest on obligations under finance leases.

Fair Value (Gain) Loss on Common Stock Warrant Liabilities

Fair value (gain) loss on common stock warrant liabilities consists of non-cash gains and losses recorded related to changes in the fair value of common stock warrant liabilities as the common stock warrant liabilities are marked-to-market liabilities. It also includes gains and losses recorded related to the settlement of common stock warrant liabilities.

Loss on Extinguishment of Debt

In 2021, using cash on hand and borrowings on the 2020 ABL Facility, we redeemed $123.5 million of our 2025 Secured Notes and recorded loss on extinguishment of debt. In 2020, in connection with the Merger and related financing transactions, using proceeds from the 2025 Secured Notes, we redeemed all of our 2022 Secured Notes. We also completed a private offering of our 2028 Secured Notes in August 2020 and used the offering proceeds to repay our 2023 Secured Notes. As a result of these transactions, we recorded losses on extinguishment of debt.

Income Tax Expense (Benefit)

We are subject to income taxes in the US, Canada, Mexico and the UK. Our overall effective tax rate is affected by a number of factors, such as the relative amounts of income we earn in differing tax jurisdictions, tax law changes, and certain non-deductible expenses such as compensation disallowance. The rate is also affected by discrete items that may occur in any given year, such as legislative enactments. These discrete items may not be consistent from year to year. Income tax expense (benefit), deferred tax assets and liabilities and liabilities for unrecognized tax benefits reflect our best estimate of current and future taxes to be paid.

Consolidated Results of Operations

Our consolidated statements of net income (loss) for the years ended December 31, 2021, 2020, and 2019 are presented below. The below results only include results from Mobile Mini for the periods subsequent to the Merger and do not include any incremental unrealized cost savings, revenue growth, or pro forma adjustments that management expects to result from the integration of the acquired business.

[[GREPCENT_TABLE]]
[["","Years Ended December 31,","","2021 vs. 2020 Change","","2020 vs 2019 Change"],["","2021","","2020","","2019"],["Revenues:"],["Leasing and services revenue:"],["Leasing","$","1,412,123","","","$","1,001,447","","","$","744,185","","","$","410,676","","","$","257,262"],["Delivery and installation","374,682","","","274,156","","","220,057","","","100,526","","","54,099"],["Sales revenue:"],["New units","52,882","","","53,093","","","59,085","","","(211)","","","(5,992)"],["Rental units","55,210","","","38,949","","","40,338","","","16,261","","","(1,389)"],["Total revenues","1,894,897","","","1,367,645","","","1,063,665","","","527,252","","","303,980"],["Costs:"],["Costs of leasing and services:"],["Leasing","317,061","","","227,376","","","213,151","","","89,685","","","14,225"],["Delivery and installation","306,861","","","220,102","","","194,107","","","86,759","","","25,995"],["Costs of sales:"],["New units","35,377","","","34,841","","","42,160","","","536","","","(7,319)"],["Rental units","29,853","","","24,772","","","26,255","","","5,081","","","(1,483)"],["Depreciation of rental equipment","237,537","","","200,581","","","174,679","","","36,956","","","25,902"],["Gross profit","968,208","","","659,973","","","413,313","","","308,235","","","246,660"]]
[[/GREPCENT_TABLE]]

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[[GREPCENT_TABLE]]
[["Expenses:"],["Selling, general and administrative","511,446","","","360,626","","","271,004","","","150,820","","","89,622"],["Transaction costs","1,375","","","64,053","","","\u2014","","","(62,678)","","","64,053"],["Other depreciation and amortization","78,030","","","43,249","","","12,395","","","34,781","","","30,854"],["Impairment losses on long-lived assets","\u2014","","","\u2014","","","2,848","","","\u2014","","","(2,848)"],["Lease impairment expense and other related charges","2,888","","","4,876","","","8,674","","","(1,988)","","","(3,798)"],["Restructuring costs","11,868","","","6,527","","","3,755","","","5,341","","","2,772"],["Currency losses (gains), net","548","","","(355)","","","(688)","","","903","","","333"],["Other expense (income), net","1,780","","","(1,718)","","","(2,200)","","","3,498","","","482"],["Operating income","360,273","","","182,715","","","117,525","","","177,558","","","65,190"],["Interest expense","117,987","","","119,886","","","122,504","","","(1,899)","","","(2,618)"],["Fair value loss (gain) on common stock warrant liabilities","26,597","","","(3,461)","","","109,622","","","30,058","","","(113,083)"],["Loss on extinguishment of debt","5,999","","","42,401","","","8,755","","","(36,402)","","","33,646"],["Income (loss) before income tax","209,690","","","23,889","","","(123,356)","","","185,801","","","147,245"],["Income tax expense (benefit)","49,546","","","(51,451)","","","(2,191)","","","100,997","","","(49,260)"],["Net income (loss)","160,144","","","75,340","","","(121,165)","","","84,804","","","196,505"],["Net income (loss) attributable to non-controlling interest, net of tax","\u2014","","","1,213","","","(421)","","","(1,213)","","","1,634"],["Net income (loss) attributable to WillScot common shareholders","$","160,144","","","$","74,127","","","$","(120,744)","","","$","86,017","","","$","194,871"],["Cash Flow Data:"],["Net cash from operating activities","$","539,902","","","$","304,812","","","$","172,566","","","$","235,090","","","$","132,246"],["Net cash from investing activities","$","(384,047)","","","$","(125,360)","","","$","(152,582)","","","$","(258,687)","","","$","27,222"],["Net cash from financing activities","$","(167,887)","","","$","(158,958)","","","$","(26,063)","","","$","(8,929)","","","$","(132,895)"],["Other Financial Data:"],["Consolidated Adjusted EBITDA(a)","$","740,393","","","$","530,307","","","$","356,548","","","$","210,086","","","$","173,759"],["Free Cash Flow(a)","$","303,027","","","$","162,279","","","$","19,984","","","$","140,748","","","$","142,295"],["Adjusted Gross Profit(a)","$","1,205,745","","","$","860,554","","","$","587,992","","","$","345,191","","","$","272,562"],["Net CAPEX(a)","$","236,875","","","$","142,533","","","$","152,582","","","$","94,342","","","$","(10,049)"],["Balance Sheet Data (end of year):"],["Cash and cash equivalents","$","12,699","","","$","24,937","","","$","3,045","","","$","(12,238)","","","$","21,892"],["Rental equipment, net","$","3,080,981","","","$","2,931,646","","","$","1,944,436","","","$","149,335","","","$","987,210"],["Total assets","$","5,773,599","","","$","5,572,205","","","$","2,897,649","","","$","201,394","","","$","2,674,556"],["Total debt, excluding current portion","$","2,694,319","","","$","2,453,809","","","$","1,632,589","","","$","240,510","","","$","821,220"],["Total shareholders\u2019 equity","$","1,996,763","","","$","2,063,873","","","$","490,609","","","$","(67,110)","","","$","1,573,264"]]
[[/GREPCENT_TABLE]]

(a) WillScot Mobile Mini presents Adjusted EBITDA, Free Cash Flow, Adjusted Gross Profit and Net CAPEX, which are measurements not calculated in accordance with GAAP and are defined below in the section "Reconciliation of non-GAAP Financial Measures," because they are key metrics used by management to assess financial performance. Our business is capital intensive, and these additional metrics allow management to further evaluate its operating performance. See below for reconciliations of non-GAAP financial measures.

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Quarterly Consolidated Results for the Year Ended December 31, 2021

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Revenue","$","425,323","","","$","461,102","","","$","490,552","","","$","517,920","","","$","1,894,897"],["Gross profit","$","213,380","","","$","222,810","","","$","253,549","","","$","278,469","","","$","968,208"],["Adjusted EBITDA","$","163,585","","","$","175,495","","","$","190,149","","","$","211,164","","","$","740,393"],["Net income","$","4,447","","","$","20,371","","","$","61,103","","","$","74,223","","","$","160,144"],["Net CAPEX","$","30,911","","","$","57,481","","","$","51,954","","","$","96,529","","","$","236,875"],["Modular space units on rent (average during the period)","110,349","","","110,468","","","109,832","","","110,961","","","110,402"],["Average modular space utilization rate","70.3","%","","70.3","%","","70.1","%","","69.8","%","","70.1","%"],["Average modular space monthly rental rate","$","679","","","$","736","","","$","767","","","$","792","","","$","744"],["Portable storage units on rent (average during the period)","145,360","","","151,736","","","163,248","","","185,518","","","161,466"],["Average portable storage utilization rate","74.4","%","","77.7","%","","83.9","%","","88.4","%","","81.5","%"],["Average portable storage monthly rental rate","$","135","","","$","139","","","$","145","","","$","153","","","$","144"],["Average tank and pump solutions rental fleet utilization based on original equipment cost","67.4","%","","71.2","%","","74.8","%","","75.5","%","","72.3","%"],["Earnings per share - basic","$","0.02","","","$","0.09","","","$","0.27","","","$","0.33","","","$","0.71"],["Earnings per share - diluted","$","0.02","","","$","0.08","","","$","0.26","","","$","0.32","","","$","0.69"],["Weighted average shares - basic","228,293,197","","228,406,812","","225,998,202","","223,436,603","","226,518,931"],["Weighted average shares - diluted","234,720,295","","236,536,713","","231,868,397","","229,965,703","","232,793,902"]]
[[/GREPCENT_TABLE]]

Quarterly Consolidated Results for the Year Ended December 31, 2020

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Full Year"],["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","","","$","530,307"],["Net income (loss)","$","91,655","","","$","(14,130)","","","$","(6,051)","","","$","3,866","","","$","75,340"],["Net income (loss) attributable to Willscot Mobile Mini","$","91,785","","","$","(15,473)","","","$","(6,051)","","","$","3,866","","","$","74,127"],["Net CAPEX","$","30,540","","","$","36,383","","","$","33,323","","","$","42,287","","","$","142,533"],["Modular space units on rent (average during the period)","87,989","","","87,096","","","111,227","","","111,793","","","99,526"],["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","","","$","658"],["Portable storage units on rent (average during the period)","16,346","","","15,869","","","143,840","","","160,538","","","84,148"],["Average portable storage utilization rate","64.1","%","","62.5","%","","73.2","%","","81.2","%","","75.9","%"],["Average portable storage monthly rental rate","$","119","","","$","120","","","$","131","","","$","136","","","$","132"],["Average tank and pump solutions rental fleet utilization based on original equipment cost","N/A","","N/A","","58.2","%","","65.2","%","","61.7","%"],["Earnings (loss) per share - basic","$","0.84","","","$","(0.14)","","","$","(0.03)","","","$","0.02","","","$","0.44"],["Earnings (loss) per share - diluted","$","0.05","","","$","(0.14)","","","$","(0.03)","","","$","0.02","","","$","0.25"],["Weighted average shares - basic","109,656,646","","110,692,426","","226,649,993","","228,637,826","","169,230,177"],["Weighted average shares - diluted","112,672,997","","110,692,426","","226,649,993","","233,625,946","","177,268,383"]]
[[/GREPCENT_TABLE]]

45

Quarterly Consolidated Results for the Year Ended December 31, 2019

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Revenue","$","253,685","","","$","263,713","","","$","268,222","","","$","278,045","","","$","1,063,655"],["Gross profit","$","103,331","","","$","101,484","","","$","99,308","","","$","109,190","","","$","413,313"],["Adjusted EBITDA","$","83,354","","","$","87,554","","","$","87,424","","","$","98,216","","","$","356,548"],["Net loss","$","(27,574)","","","$","(56,836)","","","$","(1,197)","","","$","(35,558)","","","$","(121,165)"],["Net loss attributable to Willscot Mobile Mini","$","(26,816)","","","$","(56,004)","","","$","(1,492)","","","$","(36,432)","","","$","(120,744)"],["Net CAPEX","$","41,814","","","$","43,199","","","$","37,761","","","$","29,808","","","$","152,582"],["Modular space units on rent (average during the period)","93,309","","","92,300","","","91,233","","","90,013","","","91,682"],["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","","","$","614"],["Portable storage units on rent (average during the period)","17,419","","","16,544","","","16,416","","","16,944","","","16,878"],["Average portable storage utilization rate","66.1","%","","63.3","%","","63.0","%","","66.1","%","","65.8","%"],["Average portable storage monthly rental rate","$","119","","","$","121","","","$","123","","","$","118","","","$","120"],["Loss per share - basic","$","(0.25)","","","$","(0.52)","","","$","(0.01)","","","$","(0.33)","","","$","(1.11)"],["Loss per share - diluted","$","(0.25)","","","$","(0.52)","","","$","(0.02)","","","$","(0.33)","","","$","(1.11)"],["Weighted average shares - basic","108,523,269","","108,693,924","","108,720,857","","108,793,847","","108,683,820"],["Weighted average shares - diluted","108,523,269","","108,693,924","","109,508,360","","108,793,847","","108,683,820"]]
[[/GREPCENT_TABLE]]

Comparison of Years Ended December 31, 2021 and 2020

Revenue: Total revenue increased $527.3 million, or 38.6%, to $1,894.9 million for the year ended December 31, 2021 from $1,367.6 million for the year ended December 31, 2020. Leasing revenue increased $410.7 million, or 41.0%, as compared to the same period in 2020 driven by an increase of 88,194, or 48.0%, total average modular space and portable storage units on rent and improved pricing and value-added products in our NA Modular segment. Delivery and installation revenues increased $100.5 million, or 36.7%, due to increased overall activity. New unit sales decreased $0.2 million, or 0.4%, and rental unit sales increased $16.3 million, or 41.9%.

Total average modular space and portable storage units on rent for the years ended December 31, 2021 and 2020 were 271,868 and 183,674, respectively. The increase was due primarily to the units acquired as part of the Merger with Mobile Mini, which closed on July 1, 2020. In total, modular space average units on rent increased 10,876 units, or 10.9%, for the year ended December 31, 2021 as compared to the year ended December 31, 2020. Modular space average monthly rental rates increased 13.1% to $744 for the year ended December 31, 2021. Improved pricing was driven by a continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio, partially offset by the dilutive impact of lower rates on the Mobile Mini modular space units due to product mix. Portable storage average units on rent increased by 77,318 units, or 91.9%, for the year ended December 31, 2021. Average portable storage monthly rental rates of $144 represented an increase of $12, or 9.1%, compared to the year ended December 31, 2020. This increase was driven by the accretive impact of higher rates from the Mobile Mini portable storage fleet. The average modular space unit utilization rate during the year ended December 31, 2021 was 70.1%, as compared to 70.2% during the same period in 2020. The average portable storage unit utilization rate during the year ended December 31, 2021 was 81.5%, as compared to 75.9% during the same period in 2020. The increase in average portable storage utilization rate was driven by higher utilization on the acquired Mobile Mini units.

Gross Profit: Our gross profit percentage was 51.1% and 48.3% for the years ended December 31, 2021 and 2020, respectively. Our gross profit percentage, excluding the effects of depreciation ("adjusted gross profit percentage"), was 63.6% and 62.9% for the years ended December 31, 2021 and 2020, respectively.

Gross profit increased $308.2 million, or 46.7%, to $968.2 million for the year ended December 31, 2021 from $660.0 million for the year ended December 31, 2020. The increase in gross profit is a result of a $321.0 million increase in leasing gross profit, increased delivery and installation gross profit of $13.7 million, and increased new and rental unit sale margins of $10.4 million. These increases were primarily a result of increased average monthly rental rates in the NA Modular segment on modular space units as well as recent acquisitions. These increases were offset partially by increased depreciation of $36.9 million as a result of acquired fleet and capital investments made over the past twelve months in our existing rental equipment.

SG&A Expense: SG&A expense increased $150.8 million, or 41.8%, to $511.4 million for the year ended December 31, 2021, compared to $360.6 million for the year ended December 31, 2020. The primary driver of the increase is related to

46

additional SG&A expense as a result of operating a larger business due to the Merger. SG&A expense for the NA Storage, UK Storage, and Tank and Pump segments totaled $197.4 million for the year ended December 31, 2021.

Transaction Costs: Transaction costs decreased $62.7 million to $1.4 million for the year ended December 31, 2021. Transaction costs were primarily related to the Merger.

Other Depreciation and Amortization: Other depreciation and amortization increased $34.8 million, or 80.6%, to $78.0 million for the year ended December 31, 2021, compared to $43.2 million for the year ended December 31, 2020. The increase was driven by a $21.9 million increase in other depreciation and an $12.9 million increase in amortization of intangible assets primarily as a result of Mobile Mini being included in the 2021 results for a full year as compared to two quarters in 2020.

Lease Impairment Expense and Other Related Charges: Lease impairment expense and other related charges were $2.9 million for the year ended December 31, 2021 as compared to $4.9 million for the year ended December 31, 2020. The decrease in lease impairment expense and other related charges of $2.0 million is a result of fewer closed locations in 2021 as compared to 2020.

Restructuring Costs: Restructuring costs were $11.9 million for the year ended December 31, 2021 as compared to $6.5 million for the year ended December 31, 2020. The restructuring charges in the year ended December 31, 2021 were primarily due to employee terminations costs as a result of the elimination of positions due to the Merger. The restructuring charges in the year ended December 31, 2020 were primarily due to employee terminations costs as a result of the Merger and, to a lesser extent, reductions in force across our branch network in response to COVID-19 economic conditions.

Currency (Gains) Losses, net: Currency (gains) losses, net decreased by $0.9 million to a $0.5 million loss for the year ended December 31, 2021 compared to a $0.4 million gain for the year ended December 31, 2020. The decrease in currency (gains) losses, net, are primarily attributable to the impact of foreign currency exchange rate changes on loans and borrowings and intercompany receivables and payables denominated in a currency other than the subsidiaries’ functional currency.

Other (Income) Expense, Net: Other (income) expense, net was $1.8 million of expense for the year ended December 31, 2021 and $1.7 million of income for the year ended December 31, 2020, primarily related to the reversal of non-operating liabilities of $2.5 million for the year ended December 31, 2020.

Interest Expense: Interest expense decreased $1.9 million, or 1.6%, to $118.0 million for the year ended December 31, 2021 from $119.9 million for the year ended December 31, 2020. The decrease was driven by the redemption of the 2022 Secured Notes and the 2023 Secured Notes in the third quarter of 2020 and the redemption of $123.5 million of our 2025 Secured Notes during 2021.

Fair Value (Gain) Loss on Common Stock Warrant Liabilities: The fair value of common stock warrant liabilities decreased $30.1 million to a loss of $26.6 million for the year ended December 31, 2021. The decrease was primarily attributable to the change in estimated fair value of common stock warrant liabilities.

Loss on Extinguishment of Debt: We recorded a loss on extinguishment of debt of $6.0 million for the year ended December 31, 2021 related to the redemption premium and write off of unamortized deferred financing costs associated with the redemption of $123.5 million of our 2025 Secured Notes.

For the year ended December 31, 2020, as a result of the Merger and the related financing transactions, we recorded a loss on extinguishment of debt of $42.4 million. This loss on extinguishment of debt was comprised of the redemption premium and write off of unamortized deferred financing costs associated with the following: (i) $15.2 million due to the redemption of the 2022 Secured Notes, (ii) $22.7 million due to the redemption of the 2023 Secured Notes, and (iii) $4.4 million associated with the 2017 ABL Facility.

Income Tax Expense: Income tax expense increased $101.0 million to a $49.5 million expense for the year ended December 31, 2021 compared to a $51.5 million benefit for the year ended December 31, 2020. The increase in income tax expense was a result of higher pre-tax income partially offset by a reduction of reserves for uncertain tax positions of $11.7 million and increased by nondeductible permanent adjustments and a remeasurement of deferred tax liabilities in the UK resulting from the tax rate change in the UK enacted during the year ended December 31, 2021. The income tax benefit recognized in December 31, 2020 was primarily a result of the reversal of our valuation allowance of $56.5 million based on our assessment of deferred tax assets.

47

Comparison of Years Ended December 31, 2020 and 2019

Revenue: Total revenue increased $303.9 million, or 28.6%, to $1,367.6 million for the year ended December 31, 2020 from $1,063.7 million for the year ended December 31, 2019. The increase was primarily driven by the addition of Mobile Mini's revenues to our consolidated results. The Merger closed on July 1, 2020 and drove $316.5 million of the year over year increase. Leasing revenue increased $257.2 million, or 34.6%, as compared to the same period in 2019 driven by an increase of 75,114 average modular space and portable storage units on rent as a result of the Merger, and improved pricing and value-added products in our NA Modular segment. Delivery and installation revenues increased $54.1 million, or 24.6%, due to increased overall activity as a result of the Merger, but was partially offset by lower delivery volumes due to the impact of new project cancellations and delays in the second and third quarter of 2020 as a result of the COVID-19 pandemic. reduced new unit sales which decreased $6.0 million, or 10.2%, and rental unit sales which decreased $1.4 million, or 3.5%, as a result of lower demand in 2020.

Total average modular space and portable storage units on rent for the years ended December 31, 2020 and 2019 were 183,674 and 108,560, respectively. The increase was due primarily to the units acquired as part of the Merger, partially offset by lower delivery volumes in the NA Modular segment, including reduced demand for new projects as a result of the COVID-19 global pandemic disruption on social and business activities. In total, modular space average units on rent increased 7,844 units, or 8.6%, for the year ended December 31, 2020 as compared to the year ended December 31, 2019. Modular space average monthly rental rates increased 7.2% to $658 for the year ended December 31, 2020. Improved pricing was driven by a continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio, partially offset by the dilutive impact of lower rates on the Mobile Mini modular space units due to product mix. Portable storage average units on rent increased by 67,270 units, or 398.6%, for the year ended December 31, 2020. Average portable storage monthly rental rates of $132 represented an increase of $12, or 10.0%, compared to the year ended December 31, 2019. This increase was driven by the accretive impact of higher rates from the Mobile Mini portable storage fleet. The average modular space unit utilization rate during the year ended December 31, 2020 was 70.2%, as compared to 72.0% during the same period in 2019. This decrease was driven by lower demand as a result of the COVID-19 pandemic, partially offset by higher utilization on units acquired as part of the Merger. The average portable storage unit utilization rate during the year ended December 31, 2020 was 75.9%, as compared to 65.8% during the same period in 2019. The increase in average portable storage utilization rate was driven by higher utilization on the acquired Mobile Mini units.

Gross Profit: Our gross profit percentage was 48.3% and 38.9% for the years ended December 31, 2020 and 2019, respectively. Our gross profit percentage, excluding the effects of depreciation ("adjusted gross profit percentage"), was 62.9% and 55.3% for the years ended December 31, 2020 and 2019, respectively.

Gross profit increased $246.7 million, or 59.7%, to $660.0 million for the year ended December 31, 2020 from $413.3 million for the year ended December 31, 2019. The increase in gross profit is a result of a $243.0 million increase in leasing gross profit, increased delivery and installation gross profit of $28.1 million, and increased new and rental unit sale margins of $1.5 million. These increases were primarily a result of increased revenues due to the Merger and to favorable average monthly rental rates in the NA Modular segment on modular space units, as well as modular leasing cost savings due to lower delivery volumes that were achieved as a result of actions we took to scale back variable labor and material costs in response to lower demand for new project deliveries. These increases were offset partially by lower delivery and installation activity volumes in the NA Modular segment in the second and third quarters of 2020 due to reduced delivery demand and by increased depreciation of $25.9 million as a result of fleet acquired in the Merger and capital investments made over the past twelve months in our existing rental equipment.

SG&A Expense: SG&A expense increased $89.6 million, or 33.1%, to $360.6 million for the year ended December 31, 2020, compared to $271.0 million for the year ended December 31, 2019. The primary driver of the increase is related to additional SG&A expense as a result of operating a larger business due to the Merger. SG&A expense for the NA Storage, UK Storage, and Tank and Pump segments totaled $90.8 million for the year ended December 31, 2020.

Transaction Costs: Transaction costs increased $64.1 million for the year ended December 31, 2020. Transaction costs were related to the Merger.

Other Depreciation and Amortization: Other depreciation and amortization increased $30.8 million, or 248.4%, to $43.2 million for the year ended December 31, 2020, compared to $12.4 million for the year ended December 31, 2019. $18.2 million of the increase was driven by increased Other depreciation as a result of the inclusion of Mobile Mini beginning in the third quarter of 2020 and $13.4 million was driven by the amortization of the customer relationship intangible asset acquired in the Merger.

Impairment losses on Long-Lived Assets: Impairment losses on long-lived assets were $2.8 million for the year ended December 31, 2019 related to the valuation of properties classified as assets held for sale as a result of the ModSpace acquisition. No similar impairments occurred during the year ended December 31, 2020.

Lease Impairment Expense and Other Related Charges: Lease impairment expense and other related charges were $4.9 million for the year ended December 31, 2020 as compared to $8.7 million for the year ended December 31, 2019. The decrease in Lease impairment expense and other related charges of $3.8 million in 2020 is a result of fewer remaining closed locations in 2020 due to successful lease exits related to the ModSpace acquisition.

48

Restructuring Costs: Restructuring costs were $6.5 million for the year ended December 31, 2020 as compared to $3.8 million for the year ended December 31, 2019. The restructuring charges in the year ended December 31, 2020 were primarily due to employee terminations costs as a result of the Merger and, to a lesser extent, reductions in force across our branch network in response to COVID-19 economic conditions. The restructuring charges in the year ended December 31, 2019 related primarily to employee termination costs related to the ModSpace and Acton acquisitions and integrations.

Currency (Gains) Losses, net: Currency (gains) losses, net decreased by $0.3 million to a $0.4 million gain for the year ended December 31, 2020 compared to a $0.7 million gain for the year ended December 31, 2019. The decrease in currency (gains) losses, net, are primarily attributable to the impact of foreign currency exchange rate changes on loans and borrowings and intercompany receivables and payables denominated in a currency other than the subsidiaries’ functional currency.

Other Income, Net: Other income, net was $1.7 million and $2.2 million for the year ended December 31, 2020 and 2019, respectively. Other income, net of $1.7 million for the year ended December 31, 2020 was primarily related to the reversal of non-operating liabilities of $2.5 million. Other income, net of $2.2 million for the year ended December 31, 2019 was driven primarily by the receipt of $3.2 million of insurance proceeds related to assets damaged during Hurricane Harvey.

Interest Expense: Interest expense decreased $2.6 million, or 2.1%, to $119.9 million for the year ended December 31, 2020 from $122.5 million for the year ended December 31, 2019. The decrease was driven by lower interest rates on our ABL facilities, the repayment of our 10% Unsecured Notes in 2019 and the lower interest rates on our 2025 Secured Notes and 2028 Secured Notes, partially offset by an $800 million increase in debt outstanding as a result of the Merger.

Fair Value (Gain) Loss on Common Stock Warrant Liabilities: The fair value of common stock warrant liabilities increased $113.1 million, to a $3.5 million gain for the year ended December 31, 2020 from a $109.6 million loss for the year ended December 31, 2019. The increase was primarily attributable to the change in estimated fair value of common stock warrant liabilities.

Loss on Extinguishment of Debt: As a result of the Merger and the related financing transactions, we recorded a loss on extinguishment of debt of $42.4 million in the year ended December 31, 2020. This loss on extinguishment of debt was comprised of the redemption premium and write off of unamortized deferred financing costs associated with the following: (i) $15.2 million due to the redemption of the 2022 Secured Notes, (ii) $22.7 million due to the redemption of the 2023 Secured Notes, and (iii) $4.4 million associated with the 2017 ABL Facility. For the year ended December 31, 2019, we recorded $8.8 million of losses on extinguishment of debt consisting of $1.5 million related to the $30 million redemption of the 2022 Secured Notes at a redemption price of 103% and $7.2 million related to the redemption of the 2023 senior unsecured notes at a redemption price of 102.0%, plus a make-whole premium of 1.1%, for total premiums of 3.1%.

Income Tax Benefit: Income tax benefit increased $49.3 million to a $51.5 million benefit for the year ended December 31, 2020 compared to a $2.2 million benefit for the year ended December 31, 2019. The increase in income tax benefit was driven by a reversal of our valuation allowance of $56.5 million based on our assessment of deferred tax assets, a reduction of reserves for uncertain tax positions of $11.2 million, partially offset by tax expense from pre-tax income and non-deductible expense in the year ended December 31, 2020 as compared to discrete benefits recorded in the year ended December 31, 2019.

Business Segments

The Company operates in four reportable segments as follows: NA Modular, NA Storage, UK Storage and Tank and Pump. The NA Modular segment represents the activities of the North America modular business. NA Storage represents the activities of the North America portable storage business. The UK Storage business represents the results of all modular and portable storage operations in the UK. The Tank and Pump segment represents the results of all operations for Tank and Pump services. Prior to the third quarter of 2021, the NA Modular segment represented the activities of WillScot historical segments prior to the Merger and the NA Storage, UK Storage and Tank and Pump segments represented the segments reported by Mobile Mini prior to the Merger. During the third quarter of 2021, the majority of the portable storage product business within the NA Modular segment was transitioned to the NA Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the NA Storage segment, representing a shift of approximately $5.0 million of revenue and gross margin per quarter from the NA Modular segment to the NA Storage segment. This adjustment was not made to the historical segment results of prior periods, as we believe such adjustments to be immaterial.

The following tables and discussion summarize our reportable segment financial information for the years ended December 31, 2021, 2020 and 2019. Consistent with the presentation of our consolidated financial statements, the below segment results only include results from Mobile Mini for the periods subsequent to the Merger and do not include any unrealized incremental cost savings, revenue growth or pro forma adjustments that management expects to result from the integration of the merged business.

A Summary Business Segment Supplemental Unaudited Pro Forma Financial Information section has been included in this MD&A in order to provide period over period comparable financial information for the NA Storage, UK Storage and Tank and Pump reporting segments as these segments were not included in our reported results for the first six months of 2020.

49

Business Segment Results

Years Ended December 31, 2021, 2020 and 2019

[[GREPCENT_TABLE]]
[["","Year Ended December 31, 2021"],["(in thousands, except for units on rent and rates)","NA Modular","","NA Storage","","UK Storage","","Tank and Pump","","Total"],["Revenue","$","1,164,179","","","$","508,802","","","$","111,025","","","$","110,891","","","$","1,894,897"],["Gross profit","$","496,445","","","$","348,259","","","$","71,242","","","$","52,262","","","$","968,208"],["Adjusted EBITDA","$","423,004","","","$","226,600","","","$","49,039","","","$","41,750","","","$","740,393"],["Capex for rental equipment","$","187,495","","","$","45,426","","","$","27,830","","","$","17,747","","","$","278,498"],["Average modular space units on rent","84,524","","","16,780","","","9,098","","","\u2014","","","110,402"],["Average modular space utilization rate","67.6","%","","78.5","%","","82.0","%","","\u2014","%","","70.1","%"],["Average modular space monthly rental rate","$","809","","","$","582","","","$","434","","","$","\u2014","","","$","744"],["Average portable storage units on rent","7,312","","","128,463","","","25,691","","","\u2014","","","161,466"],["Average portable storage utilization rate","68.8","%","","80.9","%","","90.2","%","","\u2014","%","","81.5","%"],["Average portable storage monthly rental rate","$","131","","","$","155","","","$","88","","","$","\u2014","","","$","144"],["Average tank and pump solutions rental fleet utilization based on original equipment cost","N/A","","N/A","","N/A","","72.3","%","","72.3","%"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","Year Ended December 31, 2020"],["(in thousands, except for units on rent and rates)","NA Modular","","NA Storage","","UK Storage","","Tank and Pump","","Total"],["Revenue","$","1,051,162","","","$","221,829","","","$","46,361","","","$","48,293","","","$","1,367,645"],["Gross profit","$","451,642","","","$","156,785","","","$","27,642","","","$","23,904","","","$","659,973"],["Adjusted EBITDA","$","394,805","","","$","99,837","","","$","17,822","","","$","17,843","","","$","530,307"],["Capex for rental equipment","$","153,327","","","$","14,969","","","$","1,693","","","$","2,394","","","$","172,383"],["Average modular space units on rent","86,874","","","8,333","","","4,319","","","\u2014","","","99,526"],["Average modular space utilization rate","68.9","%","","80.6","%","","80.8","%","","\u2014","%","","70.2","%"],["Average modular space monthly rental rate","$","685","","","$","526","","","$","367","","","$","\u2014","","","$","658"],["Average portable storage units on rent","15,823","","","56,415","","","11,910","","","\u2014","","","84,148"],["Average portable storage utilization rate","63.5","%","","78.2","%","","85.9","%","","\u2014","%","","75.9","%"],["Average portable storage monthly rental rate","$","122","","","$","147","","","$","76","","","$","\u2014","","","$","132"],["Average tank and pump solutions rental fleet utilization based on original equipment cost","N/A","","N/A","","N/A","","61.7","%","","61.7","%"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","Year Ended December 31, 2019"],["(in thousands, except for units on rent and rates)","NA Modular","","NA Storage","","UK Storage","","Tank and Pump","","Total"],["Revenue","$","1,063,665","","","$","\u2014","","","$","\u2014","","","$","\u2014","","","$","1,063,665"],["Gross profit","$","413,313","","","$","\u2014","","","$","\u2014","","","$","\u2014","","","$","413,313"],["Adjusted EBITDA","$","356,548","","","$","\u2014","","","$","\u2014","","","$","\u2014","","","$","356,548"],["Capex for rental equipment","$","205,106","","","$","\u2014","","","$","\u2014","","","$","\u2014","","","$","205,106"],["Average modular space units on rent","91,682","","","\u2014","","","\u2014","","","\u2014","","","91,682"],["Average modular space utilization rate","72.0","%","","\u2014","%","","\u2014","%","","\u2014","%","","72.0","%"],["Average modular space monthly rental rate","$","614","","","$","\u2014","","","$","\u2014","","","$","\u2014","","","$","614"],["Average portable storage units on rent","16,878","","","\u2014","","","\u2014","","","\u2014","","","16,878"],["Average portable storage utilization rate","65.8","%","","\u2014","%","","\u2014","%","","\u2014","%","","65.8","%"],["Average portable storage monthly rental rate","$","120","","","$","\u2014","","","$","\u2014","","","$","\u2014","","","$","120"],["Average tank and pump solutions rental fleet utilization based on original equipment cost","N/A","","N/A","","N/A","","\u2014","%","","\u2014","%"]]
[[/GREPCENT_TABLE]]

50

NA Modular Segment

Comparison of Years Ended December 31, 2021 and 2020

Revenue: Total revenue increased $113.0 million, or 10.7%, to $1,164.2 million for the year ended December 31, 2021 from $1,051.2 million for the year ended December 31, 2020. The increase was primarily driven by increased leasing revenue of $94.6 million, or 12.3%, compared to 2020, increased delivery and installation revenue of $11.3 million, or 5.4% compared to 2020 and increased sales revenue of $7.1 million, or 9.8% compared to 2020. Average modular space monthly rental rates increased 18.1% for the year ended December 31, 2021 to $809 driven by continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio. Improved pricing was partially offset by lower volumes as average modular space units on rent decreased by 2,350 units, or 2.7%, year over year. The decrease was driven primarily by lower delivery volumes in the first half of the year.

Gross Profit: Gross profit increased $44.8 million, or 9.9%, to $496.4 million for the year ended December 31, 2021 from $451.6 million for the year ended December 31, 2020. The increase in gross profit was driven by a $59.9 million increase in leasing gross profit driven by improved pricing and VAPS. The increase in gross profit from leasing revenues was partially offset by an $11.9 million increase in depreciation of rental equipment primarily as a result of capital investments made over the past twelve months in our existing rental equipment for the year ended December 31, 2021.

Adjusted EBITDA: Adjusted EBITDA increased $28.2 million, or 7.1%, to $423.0 million for the year ended December 31, 2021 from $394.8 million for the year ended December 31, 2020. The increase was driven by higher leasing gross profits discussed above, partially offset by increases in SG&A, excluding discrete and other items of $24.2 million. SG&A increases were primarily related to increases in variable compensation of $8.5 million, occupancy costs of $4.3 million and office costs of $4.0 million.

Capex for rental equipment: Capex for rental equipment increased $34.2 million, or 22.3%, to $187.5 million for the year ended December 31, 2021 from $153.3 million for the year ended December 31, 2020. Net CAPEX increased $21.1 million, or 17.4%, to $142.4 million. The increase was mainly driven by fleet and VAPS purchases, as well as refurbishments.

Comparison of Years Ended December 31, 2020 and 2019

Revenue: Total revenue decreased $12.5 million, or 1.2%, to $1,051.2 million for the year ended December 31, 2020 from $1,063.7 million for the year ended December 31, 2019. The decrease was primarily driven by declines in new unit sales revenue, which decreased $17.2 million, or 29.1%, compared to 2019, and by declines in rental unit sales revenue, which decreased $9.4 million, or 23.3%. Additionally, delivery and installation revenues declined $12.0 million, or 5.5%, driven by lower delivery volumes related to the impact of new project cancellations and delays as a result of COVID-19 global pandemic disruption on social and business activities. These declines were partially offset by an increase in leasing revenue of $26.1 million, or 3.5%. Average modular space monthly rental rates increased 11.6% for the year ended December 31, 2020 to $685 driven by continuation of the long-term price optimization and VAPS penetration opportunities across our portfolio. Improved pricing was partially offset by lower volumes as average modular space units on rent decreased by 4,808 units, or 5.2% year over year. The decrease was driven primarily by lower delivery volumes, including reduced demand for new projects since mid- March of 2020 as a result of COVID-19.

Gross Profit: Gross profit increased $38.3 million, or 9.3%, to $451.6 million for the year ended December 31, 2020 from $413.3 million for the year ended December 31, 2019. The increase in gross profit was driven by a $44.9 million increase in leasing gross profit driven by improved pricing and VAPS, as well as by lower modular leasing cost due to lower delivery demand in the second and third quarter of 2020 and reduced variable costs. The increase in gross profit from leasing revenues was partially offset by a $7.9 million increase in depreciation of rental equipment primarily as a result of capital investments made over the past twelve months in our existing rental equipment for the year ended December 31, 2020.

Adjusted EBITDA: Adjusted EBITDA increased $38.3 million, or 10.7%, to $394.8 million for the year ended December 31, 2020 from $356.5 million for the year ended December 31, 2019. The increase was driven by higher leasing gross profits discussed above, partially offset by increases in SG&A, excluding discrete and other items, of $6.8 million. SG&A increases were primarily related to increases in occupancy and office costs, insurance costs, and increased bad debt expense, partially offset by decreased travel and entertainment costs due to the COVID-19 pandemic.

Capex for rental equipment: Capex for rental equipment decreased $51.8 million, or 25.3%, to $153.3 million for the year ended December 31, 2020 from $205.1 million for the year ended December 31, 2019. Net CAPEX also decreased $31.3 million, or 20.5%, to $121.3 million. The decreases for both were driven by decreased spend for refurbishments and VAPS due to less constrained fleet and reduced demand as a result of the COVID-19 pandemic, and cost improvements experienced over the prior year related to better unit selection and scoping on refurbishments. Decrease to Net CAPEX was also partially driven by lower demand for sales of rental units.

51

Reconciliation of non-GAAP Financial Measures

In addition to using GAAP financial measurements, we use certain non-GAAP financial measures to evaluate our operating results. As such, we include in this Annual Report on Form 10-K reconciliations to their most directly comparable GAAP financial measures. Set forth below are definitions and reconciliations to the nearest comparable GAAP measure of certain non-GAAP financial measures used in this Annual Report on Form 10-K along with descriptions of why we believe these measures provide useful information to investors as well as a description of the limitations of these measures. Each of these non-GAAP financial measures has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for analysis of, results reported under GAAP. Our measurements of these metrics may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA

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

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

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

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

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

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

•Non-cash charges for stock compensation plans.

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

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

Our Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income (loss) to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance of the segments, inclusive of indirect costs.

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

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

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

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

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

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

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

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

Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as measures of cash that will be available to meet our obligations.

52

The following tables provide an unaudited reconciliation of Net income (loss) to Adjusted EBITDA:

[[GREPCENT_TABLE]]
[["2021"],["(in thousands)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Net income","$","4,447","","","$","20,371","","","$","61,103","","","$","74,223","","","$","160,144"],["Income tax expense","10,481","","","18,828","","","6,644","","","13,593","","","49,546"],["Income before income tax","14,928","","","39,199","","","67,747","","","87,816","","","209,690"],["Loss on extinguishment of debt","3,185","","","2,814","","","\u2014","","","\u2014","","","5,999"],["Interest expense","29,964","","","29,212","","","29,201","","","29,610","","","117,987"],["Fair value loss (gain) on common stock warrant liabilities","27,207","","","(610)","","","\u2014","","","\u2014","","","26,597"],["Depreciation and amortization","74,022","","","84,515","","","75,276","","","81,754","","","315,567"],["Currency losses, net","36","","","33","","","127","","","352","","","548"],["Restructuring costs, lease impairment expense and other related charges","4,395","","","7,434","","","2,457","","","470","","","14,756"],["Transaction costs","844","","","\u2014","","","303","","","228","","","1,375"],["Integration costs","7,342","","","7,622","","","8,247","","","5,213","","","28,424"],["Stock compensation expense","3,514","","","4,707","","","6,259","","","4,509","","","18,989"],["Other","(1,852)","","","569","","","532","","","1,212","","","461"],["Adjusted EBITDA","$","163,585","","","$","175,495","","","$","190,149","","","$","211,164","","","$","740,393"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["2020"],["(in thousands)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Net income (loss)","$","91,655","","","$","(14,130)","","","$","(6,051)","","","$","3,866","","","$","75,340"],["Income tax expense (benefit)","790","","","(285)","","","(66,675)","","","14,719","","","(51,451)"],["Income (loss) before income tax","92,445","","","(14,415)","","","(72,726)","","","18,585","","","23,889"],["Loss on extinguishment of debt","\u2014","","","\u2014","","","42,401","","","\u2014","","","42,401"],["Interest expense","28,257","","","28,519","","","33,034","","","30,076","","","119,886"],["Fair value (gain) loss on common stock warrant liabilities","(95,329)","","","26,963","","","22,303","","","42,602","","","(3,461)"],["Depreciation and amortization","49,022","","","48,377","","","71,704","","","74,727","","","243,830"],["Currency losses (gains), net","898","","","(380)","","","(371)","","","(502)","","","(355)"],["Restructuring costs, lease impairment expense and other related charges","1,601","","","2,143","","","4,798","","","2,861","","","11,403"],["Transaction costs","9,431","","","1,619","","","52,191","","","812","","","64,053"],["Integration costs","1,685","","","2,153","","","7,083","","","7,417","","","18,338"],["Stock compensation expense","1,787","","","2,227","","","2,944","","","2,921","","","9,879"],["Other","(253)","","","314","","","198","","","185","","","444"],["Adjusted EBITDA","$","89,544","","","$","97,520","","","$","163,559","","","$","179,684","","","$","530,307"]]
[[/GREPCENT_TABLE]]

Adjusted Gross Profit and Adjusted Gross Profit Percentage

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

53

The following table provides an unaudited reconciliation of gross profit to Adjusted Gross Profit and Adjusted Gross Profit Percentage:

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["(in thousands)","2021","","2020"],["Revenue (A)","$","1,894,897","","","$","1,367,645"],["Gross profit (B)","$","968,208","","","$","659,973"],["Depreciation of rental equipment","237,537","","","200,581"],["Adjusted Gross Profit (C)","$","1,205,745","","","$","860,554"],["Gross Profit Percentage (B/A)","51.1","%","","48.3","%"],["Adjusted Gross Profit Percentage (C/A)","63.6","%","","62.9","%"]]
[[/GREPCENT_TABLE]]

Net Income Excluding Gain/Loss from Warrants

We define Net Income Excluding Gain/Loss from Warrants as net income plus or minus the impact of the change in the fair value of the common stock warrant liability. Management believes that the presentation of our financial statements excluding the impact of the mark-to-market adjustment provides useful information regarding our results of operations and assists in the review of our actual operating performance.

The following tables provide an unaudited reconciliation of Net income (loss) to Net Income (Loss) Excluding Gain Loss from Warrants:

[[GREPCENT_TABLE]]
[["2021"],["(in thousands)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Net income","$","4,447","","","$","20,371","","","$","61,103","","","$","74,223","","","$","160,144"],["Fair value loss (gain) on common stock warrant liabilities","27,207","","","(610)","","","\u2014","","","\u2014","","","26,597"],["Net Income Excluding Gain/Loss from Warrants","$","31,654","","","$","19,761","","","$","61,103","","","$","74,223","","","$","186,741"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["2020"],["(in thousands)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Net income (loss)","$","91,655","","","$","(14,130)","","","$","(6,051)","","","$","3,866","","","$","75,340"],["Fair value (gain) loss on common stock warrant liabilities","(95,329)","","","26,963","","","22,303","","","42,602","","","(3,461)"],["Net (Loss) Income Excluding Gain/Loss from Warrants","$","(3,674)","","","$","12,833","","","$","16,252","","","$","46,468","","","$","71,879"]]
[[/GREPCENT_TABLE]]

Net CAPEX

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

The following tables provide unaudited reconciliations of Net CAPEX on a historical quarterly basis:

Quarterly Consolidated Results for the Year Ended December 31, 2021

[[GREPCENT_TABLE]]
[["(in thousands)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Total Capital Expenditures","$","59,842","","","$","75,425","","","$","63,760","","","$","109,969","","","$","308,996"],["Total Proceeds","28,931","","","17,944","","","11,806","","","13,440","","","72,121"],["Net CAPEX","$","30,911","","","$","57,481","","","$","51,954","","","$","96,529","","","$","236,875"]]
[[/GREPCENT_TABLE]]

54

Quarterly Consolidated Results for the Year Ended December 31, 2020

[[GREPCENT_TABLE]]
[["(in thousands)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Total Capital Expenditures","$","41,166","","","$","41,702","","","$","48,484","","","$","57,485","","","$","188,837"],["Total Proceeds","10,626","","","5,319","","","15,161","","","15,198","","","46,304"],["Net CAPEX","$","30,540","","","$","36,383","","","$","33,323","","","$","42,287","","","$","142,533"]]
[[/GREPCENT_TABLE]]

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities, less purchases of, and proceeds from, rental equipment and property, plant and equipment, which are all included in cash flows from investing activities. Management believes that the presentation of Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation alternatives.

The following tables provide a reconciliation of net cash provided by operating activities to Free Cash Flow:

Quarterly Consolidated Results for the Year Ended December 31, 2021

[[GREPCENT_TABLE]]
[["(in thousands)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Net cash provided by operating activities","$","122,071","","","$","139,537","","","$","130,447","","","$","147,847","","","$","539,902"],["Purchase of rental equipment and refurbishments","(52,535)","","","(65,282)","","","(60,374)","","","(100,307)","","","(278,498)"],["Proceeds from sale of rental equipment","15,202","","","15,235","","","11,597","","","13,176","","","55,210"],["Purchase of property, plant and equipment","(7,307)","","","(10,143)","","","(3,386)","","","(9,662)","","","(30,498)"],["Proceeds from the sale of property, plant and equipment","13,729","","","2,709","","","209","","","264","","","16,911"],["Free Cash Flow","$","91,160","","","$","82,056","","","$","78,493","","","$","51,318","","","$","303,027"]]
[[/GREPCENT_TABLE]]

Quarterly Consolidated Results for the Year Ended December 31, 2020

[[GREPCENT_TABLE]]
[["(in thousands)","Q1","","Q2","","Q3","","Q4","","Full Year"],["Net cash provided by operating activities","$","38,348","","","$","75,379","","","$","61,368","","","$","129,717","","","$","304,812"],["Purchase of rental equipment and refurbishments","(39,648)","","","(40,034)","","","(42,591)","","","(50,110)","","","(172,383)"],["Proceeds from sale of rental equipment","6,786","","","5,316","","","13,179","","","13,668","","","38,949"],["Purchase of property, plant and equipment","(1,518)","","","(1,668)","","","(5,893)","","","(7,375)","","","(16,454)"],["Proceeds from the sale of property, plant and equipment","3,840","","","3","","","1,982","","","1,530","","","7,355"],["Free Cash Flow","$","7,808","","","$","38,996","","","$","28,045","","","$","87,430","","","$","162,279"]]
[[/GREPCENT_TABLE]]

Supplemental Pro Forma Information

The following pro forma financial information has been prepared for WillScot Mobile Mini, for the year ended December 31, 2020. This pro forma statement of operations presents the historical consolidated statement of operations of WillScot Mobile Mini, giving effect to the following items as if they had occurred on January 1, 2019:

(i)     the Merger with Mobile Mini;

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

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

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

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

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

The adjustments presented on the pro forma financial statement have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company following the transactions and events described above. We believe this pro forma financial statement is important for purposes of comparison to the prior period due to the addition of a significant acquisition during the reported financial reporting periods. This information is used by management to measure the performance of ongoing operations and analyze our business performance and trends. This

55

information is also useful to investors in order for them to better understand the combined historical financial results of the legacy businesses for comparative purposes and for the purposes of development of future projections and earnings growth prospects.

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

Accounting Policies

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

Pro forma Presentation

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

The pro forma combined statement of operations for the year ended December 31, 2020 is based on, derived from, and should be read in conjunction with, WillScot’s historical financial statement. The aforementioned pro forma financial statement is also based on, derived from, and should be read in conjunction with Mobile Mini's historical financial statement.

[[GREPCENT_TABLE]]
[["","Year Ended December 31, 2020"],["(in thousands)","WillScot Mobile Mini Holdings Corp.","Historical Mobile Mini (as reclassified)","","Pro Forma Adjustments","","Pro Forma Combined"],["Revenues:"],["Leasing and services revenue:"],["Leasing","$","1,001,447","","","$","208,374","","","$","\u2014","","","$","1,209,821"],["Delivery and installation","274,156","","","59,999","","","\u2014","","","334,155"],["Sales revenue:"],["New units","53,093","","","8,402","","","\u2014","","","61,495"],["Rental units","38,949","","","7,465","","","\u2014","","","46,414"],["Total revenues","1,367,645","","","284,240","","","\u2014","","","1,651,885"],["Costs:"],["Costs of leasing and services:"],["Leasing","227,376","","","28,584","","","\u2014","","","255,960"],["Delivery and installation","220,102","","","42,476","","","\u2014","","","262,578"],["Costs of sales:"],["New units","34,841","","","5,457","","","\u2014","","","40,298"],["Rental units","24,772","","","4,625","","","\u2014","","","29,397"],["Depreciation of rental equipment (b)","200,581","","","15,360","","","2,334","","","218,275"],["Gross profit","659,973","","","187,738","","","(2,334)","","","845,377"],["Expenses:"],["Selling, general and administrative","360,626","","","96,170","","","","","456,796"],["Transaction costs (a)","64,053","","","16,799","","","(80,852)","","","\u2014"],["Other depreciation and amortization (c)","43,249","","","19,695","","","11,397","","","74,341"],["Lease impairment expense and other related charges","4,876","","","\u2014","","","\u2014","","","4,876"],["Restructuring costs","6,527","","","\u2014","","","\u2014","","","6,527"]]
[[/GREPCENT_TABLE]]

56

[[GREPCENT_TABLE]]
[["Currency (gains) losses, net","(355)","","","39","","","\u2014","","","(316)"],["Other (income) expense, net","(1,718)","","","186","","","\u2014","","","(1,532)"],["Operating income","182,715","","","54,849","","","67,121","","","304,685"],["Interest expense (d)","119,886","","","16,974","","","(9,808)","","","127,052"],["Fair value gain on common stock warrant liabilities","(3,461)","","","\u2014","","","\u2014","","","(3,461)"],["Loss on extinguishment of debt (e)","42,401","","","\u2014","","","(19,682)","","","22,719"],["Income before income tax","23,889","","","37,875","","","96,611","","","158,375"],["Income tax (benefit) expense (f)","(51,451)","","","12,330","","","73,670","","","34,549"],["Net income","75,340","","","25,545","","","22,941","","","123,826"],["Net income attributable to non-controlling interest, net of tax (g)","1,213","","","\u2014","","","(1,213)","","","\u2014"],["Net income attributable to WillScot Mobile Mini","$","74,127","","","$","25,545","","","$","24,154","","","$","123,826"]]
[[/GREPCENT_TABLE]]

Notes to Pro Forma Statement

[[GREPCENT_TABLE]]
[["(a)","Represents the elimination of non-recurring transaction costs incurred as a result of the Merger."],["(b)","Represents the adjustment for depreciation of rental fleet relating to the increase in fair value purchase accounting adjustments as a result of the Merger."],["(c)","Represents the differential in other depreciation and amortization expense related to the fair value purchase accounting adjustments as a result of the Merger."],["(d)","Reflects the adjustment for interest expense related to our debt structure after the Merger as though the following had occurred on January 1, 2019 (i) borrowings under the 2020 ABL Facility, (ii) borrowings under the 2025 Secured Notes, (iii) repayment of the 2017 ABL Facility, (iv) repayment of the 2022 Secured Notes and repayment of the Mobile Mini debt assumed at the Merger."],["(e)","Represents the elimination of the one-time loss on extinguishment of debt in connection with the repayment of the 2022 Secured Notes and the 2017 ABL Facility."],["(f)","Reflects the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a US federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses. In addition, the year ended December 31, 2020 included an adjustment of $56.8 million to eliminate the reversal of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger."],["(g)","Reflects the adjustment for the extinguishment of non-controlling interest as a result of the Sapphire Exchange on June 30, 2020."]]
[[/GREPCENT_TABLE]]

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

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["(in thousands)","2020"],["ABL Facility interest","$","(2,561)"],["2022 Secured Notes interest","(10,631)"],["2025 Secured Notes interest","18,247"],["Mobile Mini debt interest","(15,921)"],["Deferred financing fee amortization","1,058"],["Net pro forma adjustment","$","(9,808)"]]
[[/GREPCENT_TABLE]]

57

Reconciliation of Pro Forma Adjusted EBITDA

The following unaudited table provides a reconciliation of proforma Net income to pro forma unaudited Adjusted EBITDA:

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["(in thousands)","2020"],["Net income","$","123,826"],["Income tax expense","34,549"],["Loss on extinguishment of debt","22,719"],["Fair value gain on common stock warrant liabilities","(3,461)"],["Interest expense","127,052"],["Depreciation and amortization","292,616"],["Currency gains, net","(316)"],["Restructuring costs, lease impairment expense, other related charges","11,403"],["Integration costs","18,338"],["Stock compensation expense","15,280"],["Other","4,459"],["Adjusted EBITDA","$","646,465"]]
[[/GREPCENT_TABLE]]

Summary Business Segment Supplemental Pro Forma Financial Information

As a result of the Merger and the significant related financing transactions, we believe presenting supplemental pro forma financial information is beneficial to the readers of the financial statements as we believe this is a better representation of the go-forward operations of the combined company, and we believe this information is useful to investors in order for them to better understand the combined historical financial results of the legacy businesses for comparative purposes. The following table sets forth key metrics used by management to run the business on a pro forma basis as if the Merger and related financing transactions had occurred on January 1, 2019. Refer to the Supplemental Pro Forma Financial Information section above for the full reconciliation of the statement of operations.

Following the Merger, we modified our management structure and expanded from two reporting segments to four segments: NA Modular, NA Storage, UK Storage and Tank and Pump. Prior to the Merger, WillScot had two reportable segments, US Modular and Other North America Modular. These two segments were combined to create the NA Modular segment, which represented the legacy WillScot operations prior to the third quarter of 2021. Prior to the third quarter of 2021, the other segments, NA Storage, UK Storage, and Tank and Pump aligned to the legacy operations and segments reported by Mobile Mini. During the third quarter of 2021, the majority of the portable storage product business within the NA Modular segment was transitioned to the NA Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the NA Storage segment. The reporting segments are aligned with how we operate and analyze our business results.

58

Pro Forma Comparison of Years ended December 31, 2021 and 2020:

[[GREPCENT_TABLE]]
[["","Pro Forma Combined Year Ended December 31,","","2021 vs. 2020"],["(in thousands)","2021","","2020","","$ Change","","% Change"],["Revenue","$","1,894,897","","","$","1,651,885","","","$","243,012","","","14.7","%"],["Selling, general and administrative expenses","$","511,446","","","$","456,796","","","$","54,650","","","12.0","%"],["Net income","$","160,144","","","$","123,826","","","$","36,318","","","29.3","%"],["Adjusted EBITDA","$","740,393","","","$","646,465","","","$","93,928","","","14.5","%"],["Other Financial Data:"],["Adjusted EBITDA - NA Modular","$","423,004","","","$","394,805","","","$","28,199","","","7.1","%"],["Adjusted EBITDA - NA Storage","226,600","","184,601","","41,999","","","22.8","%"],["Adjusted EBITDA - UK Storage","49,039","","31,080","","17,959","","","57.8","%"],["Adjusted EBITDA - Tank and Pump","41,750","","","35,979","","","5,771","","","16.0","%"],["Combined Adjusted EBITDA","$","740,393","","","$","646,465","","","$","93,928","","","14.5","%"]]
[[/GREPCENT_TABLE]]

NA Modular - Quarterly Results

Pro Forma Quarterly Results for the year ended December 31, 2021:

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Total"],["Revenue","$","266,224","","","$","289,382","","","$","299,051","","","$","309,522","","","$","1,164,179"],["Gross profit","$","113,002","","","$","116,136","","","$","127,854","","","$","139,453","","","$","496,445"],["Adjusted EBITDA","$","97,371","","","$","103,545","","","$","106,825","","","$","115,263","","","$","423,004"],["Capex for rental equipment","$","39,135","","","$","49,364","","","$","31,789","","","$","67,207","","","$","187,495"],["Average modular space units on rent","84,795","","","84,754","","","84,218","","","84,328","","","84,524"],["Average modular space utilization rate","67.6","%","","67.7","%","","67.6","%","","67.5","%","","67.6","%"],["Average modular space monthly rental rate","$","737","","","$","801","","","$","834","","","$","866","","","$","809"],["Average portable storage units on rent","14,903","","","13,301","","","493","","","552","","","7,312"],["Average portable storage utilization rate","60.3","%","","69.8","%","","48.0","%","","62.7","%","","68.8","%"],["Average portable storage monthly rental rate","$","124","","","$","133","","","$","179","","","$","228","","","$","131"]]
[[/GREPCENT_TABLE]]

Pro Forma Quarterly Results for the year ended December 31, 2020:

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Total"],["Revenue","$","255,821","","","$","256,862","","","$","267,867","","","$","270,612","","","$","1,051,162"],["Gross profit","$","106,190","","","$","109,964","","","$","112,079","","","$","123,409","","","$","451,642"],["Adjusted EBITDA","$","89,544","","","$","97,520","","","$","100,281","","","$","107,460","","","$","394,805"],["Capex for rental equipment","$","39,648","","","$","40,034","","","$","34,249","","","$","39,396","","","$","153,327"],["Average modular space units on rent","87,988","","","87,096","","","86,400","","","86,011","","","86,874"],["Average modular space utilization rate","69.2","%","","68.5","%","","68.3","%","","68.2","%","","68.9","%"],["Average modular space monthly rental rate","$","653","","","$","669","","","$","693","","","$","724","","","$","685"],["Average portable storage units on rent","16,346","","","15,869","","","15,473","","","15,603","","","15,823"],["Average portable storage utilization rate","64.1","%","","62.5","%","","61.3","%","","62.6","%","","63.5","%"],["Average portable storage monthly rental rate","$","119","","","$","120","","","$","124","","","$","124","","","$","122"]]
[[/GREPCENT_TABLE]]

The NA Modular segment represents the activities of WillScot prior to the Merger. As a result, there are no differences between pro forma results and actual results on a reported basis. Please see comparison of results for the years ended December 31, 2021 and 2020 within "Business Segment Results" above.

59

NA Storage - Quarterly Results

Pro Forma Quarterly Results for the year ended December 31, 2021

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Total"],["Revenue","$","107,748","","","$","115,794","","","$","133,897","","","$","151,363","","","$","508,802"],["Gross profit","$","72,619","","","$","75,721","","","$","92,496","","","$","107,423","","","$","348,259"],["Adjusted EBITDA","$","46,322","","","$","49,526","","","$","59,123","","","$","71,629","","","$","226,600"],["Capex for rental equipment","$","3,472","","","$","8,773","","","$","11,920","","","$","21,261","","","$","45,426"],["Average modular space units on rent","16,439","","","16,360","","","16,316","","","18,006","","","16,780"],["Average modular space utilization rate","79.4","%","","78.4","%","","77.6","%","","78.8","%","","78.5","%"],["Average modular space monthly rental rate","$","535","","","$","573","","","$","602","","","$","617","","","$","582"],["Average portable storage units on rent","105,810","","","112,862","","","137,123","","","158,055","","","128,463"],["Average portable storage utilization rate","73.9","%","","76.1","%","","83.2","%","","88.1","%","","80.9","%"],["Average portable storage monthly rental rate","$","148","","","$","151","","","$","155","","","$","163","","","$","155"]]
[[/GREPCENT_TABLE]]

Pro Forma Quarterly Results for the Year ended December 31, 2020:

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Total"],["Revenue","$","103,495","","","$","92,826","","","$","104,493","","","$","117,336","","","$","418,150"],["Gross profit","$","71,400","","","$","66,639","","","$","73,384","","","$","83,401","","","$","294,824"],["Adjusted EBITDA","$","43,994","","","$","40,770","","","$","46,465","","","$","53,372","","","$","184,601"],["Capex for rental equipment","$","5,200","","","$","7,272","","","$","7,234","","","$","7,735","","","$","27,441"],["Average modular space units on rent","15,509","","","15,757","","","16,383","","","16,948","","","16,152"],["Average modular space utilization rate","77.8","%","","78.6","%","","80.4","%","","80.9","%","","79.4","%"],["Average modular space monthly rental rate","$","497","","","$","463","","","$","505","","","$","547","","","$","504"],["Average portable storage units on rent","105,441","","","101,463","","","105,221","","","120,439","","","108,167"],["Average portable storage utilization rate","73.1","%","","70.6","%","","73.4","%","","83.0","%","","75.1","%"],["Average portable storage monthly rental rate","$","146","","","$","143","","","$","145","","","$","150","","","$","146"]]
[[/GREPCENT_TABLE]]

Pro Forma Comparison of Years ended December 31, 2021 and 2020

NA Storage

Revenue: Total revenue increased $90.6 million, or 21.7%, to $508.8 million for the year ended December 31, 2021 from $418.2 million for the year ended December 31, 2020. Leasing revenues for the year ended December 31, increased year-over-year by $73.7 million, or 23.5% to $387.6 million. The average number of portable storage units on rent increased 20,296 units, or 18.8% to 128,463 compared to 108,167 units in 2020. The increase is associated with year over year growth in the broader construction segment and continuous pricing optimization, as well as due to the impact of acquisitions closed in the third and fourth quarter of 2021.

Gross Profit: Gross profit increased $53.5 million, or 18.1%, for the year ended December 31, 2021 to $348.3 million from $294.8 million for the year ended December 31, 2020. This gross profit increase was driven primarily by a $56.7 million, or 20.4%, year-over-year increase within leasing and an increase in delivery and installation gross profit of $2.3 million partially offset by a decrease of $0.3 million in sales.

Adjusted EBITDA: Adjusted EBITDA increased $42.0 million, or 22.8%, to $226.6 million for the year ended December 31, 2021 from $184.6 million for the year ended December 31, 2020 and the margin expanded to 44.5% from 44.1%. Excluding integration and stock-based compensation, SG&A expense increased due to increased costs for personnel of approximately $6.9 million and $1.0 million due to increased travel.

Capex for Rental Equipment: Purchases of rental equipment and refurbishments of $45.4 million for the year ended December 31, 2021 were $18.0 million higher than for the year ended December 31, 2020. Rental fleet expenditures were reduced significantly during the year ended December 31, 2020 in response to COVID-19, especially after the first quarter of 2020, and were primarily to meet demand for specific products, largely ground level offices.

60

UK Storage - Quarterly Results

Pro Forma Quarterly Results for the year ended December 31, 2021:

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Total"],["Revenue","$","27,007","","","$","28,432","","","$","28,099","","","$","27,487","","","$","111,025"],["Gross profit","$","16,493","","","$","17,937","","","$","18,876","","","$","17,936","","","$","71,242"],["Adjusted EBITDA","$","11,064","","","$","12,328","","","$","13,255","","","$","12,392","","","$","49,039"],["Capex for rental equipment","$","6,770","","","$","4,226","","","$","11,649","","","$","5,185","","","$","27,830"],["Average modular space units on rent","9,115","","","9,354","","","9,298","","","8,627","","","9,098"],["Average modular space utilization rate","83.8","%","","84.3","%","","83.4","%","","76.7","%","","82.0","%"],["Average modular space monthly rental rate","$","404","","","$","438","","","$","454","","","$","439","","","$","434"],["Average portable storage units on rent","24,647","","","25,573","","","25,632","","","26,911","","","25,691"],["Average portable storage utilization rate","89.2","%","","91.8","%","","89.1","%","","90.6","%","","90.2","%"],["Average portable storage monthly rental rate","$","82","","","$","88","","","$","90","","","$","91","","","$","88"]]
[[/GREPCENT_TABLE]]

Pro Forma Quarterly Results for the year ended December 31, 2020:

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Total"],["Revenue","$","20,197","","","$","17,154","","","$","21,653","","","$","24,708","","","$","83,712"],["Gross profit","$","11,372","","","$","10,991","","","$","12,671","","","$","14,971","","","$","50,005"],["Adjusted EBITDA","$","6,405","","","$","6,853","","","$","8,306","","","$","9,516","","","$","31,080"],["Capex for rental equipment","$","337","","","$","522","","","$","677","","","$","1,016","","","$","2,552"],["Average modular space units on rent","7,850","","","7,912","","","8,444","","","8,834","","","8,262"],["Average modular space utilization rate","74.2","%","","74.6","%","","79.1","%","","82.4","%","","77.6","%"],["Average modular space monthly rental rate","$","326","","","$","313","","","$","356","","","$","377","","","$","344"],["Average portable storage units on rent","23,328","","","22,870","","","23,146","","","24,496","","","23,462"],["Average portable storage utilization rate","83.7","%","","82.2","%","","83.2","%","","88.6","%","","84.4","%"],["Average portable storage monthly rental rate","$","73","","","$","70","","","$","75","","","$","78","","","$","74"]]
[[/GREPCENT_TABLE]]

Pro Forma Comparison of Years ended December 31, 2021 and 2020

UK Storage

Revenue: Total revenue increased $27.3 million, or 32.6%, to $111.0 million for the year ended December 31, 2021 from $83.7 million for the year ended December 31, 2020. Total Revenue in GBP increased $15.7 million, or 24.1% to $80.7 million for the year ended December 31, 2021 from $65.0 million for the year ended December 31, 2020. Leasing revenues increased 37.5% and delivery and installation revenues increased 44.6%, while sales revenue decreased 33.8%. Within leasing activity, average monthly rental rates for modular space units and portable storage units increased 26.2% and 18.9% year-over-year, respectively. These increases were supplemented by a 10.1% increase in modular space average units on rent and a 9.5% increase in average portable storage units on rent.

Gross Profit: Gross profit increased $21.2 million, or 42.4%, to $71.2 million for the year ended December 31, 2021 from $50 million for the year ended December 31, 2020. Gross profit on leasing increased 39.4% year-over-year. Depreciation on rental equipment also increased by $3.5 million.

Adjusted EBITDA: Adjusted EBITDA increased $17.9 million, or 57.7%, to $49.0 million for the year ended December 31, 2021 from $31.1 million for the year ended December 31, 2020. and the margin increased to 44.2% from 37.1%. The increase resulted primarily from the favorable gross profit discussed above.

Capex for Rental Equipment: Purchases of rental equipment and refurbishments of $27.8 million for the year ended December 31, 2021 were $25.2 million higher than for the year ended December 31, 2020. Rental fleet expenditures were reduced in 2020 in response to COVID-19.

61

Tank and Pump - Quarterly Results

Pro Forma Quarterly Results for the year ended December 31, 2021:

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Total"],["Revenue","$","24,344","","","$","27,494","","","$","29,505","","","$","29,548","","","$","110,891"],["Gross profit","$","11,266","","","$","13,016","","","$","14,323","","","$","13,657","","","$","52,262"],["Adjusted EBITDA","$","8,828","","","$","10,096","","","$","10,946","","","$","11,880","","","$","41,750"],["Capex for rental equipment","$","3,158","","","$","2,919","","","$","5,016","","","$","6,654","","","$","17,747"],["Average tank and pump solutions rental fleet utilization based on original equipment cost","67.4","%","","71.2","%","","74.8","%","","75.5","%","","72.3","%"]]
[[/GREPCENT_TABLE]]

Pro Forma Quarterly Results for the year ended December 31, 2020:

[[GREPCENT_TABLE]]
[["(in thousands, except for units on rent and monthly rental rate)","Q1","","Q2","","Q3","","Q4","","Total"],["Revenue","$","26,884","","","$","23,684","","","$","23,302","","","$","24,991","","","$","98,861"],["Gross profit","$","13,279","","","$","11,723","","","$","11,430","","","$","12,474","","","$","48,906"],["Adjusted EBITDA","$","9,477","","","$","8,659","","","$","8,507","","","$","9,336","","","$","35,979"],["Capex for rental equipment","$","4,514","","","$","941","","","$","431","","","$","1,963","","","$","7,849"],["Average tank and pump solutions rental fleet utilization based on original equipment cost","66.4","%","","60.5","%","","58.2","%","","65.2","%","","62.6","%"]]
[[/GREPCENT_TABLE]]

Pro Forma Comparison of Years ended December 31, 2021 and 2020:

Tank and Pump

Revenue: Total revenue increased $12.0 million, or 12.2%, to $110.9 million for the year ended December 31, 2021 from $98.9 million for the year ended December 31, 2020.

Utilization based on OEC increased from 62.6% for the year ended December 31, 2020 to 72.3% for year ended December 31, 2021 and experienced an increase in average rental rates compared to the prior-year period. In addition, utilization levels grew sequentially in each quarter, finishing the fourth quarter of 2021 at an average OEC utilization rate of 75.5%. Year-over-year leasing revenue increased $11.7 million, or 17.9%, while delivery and installation revenue increased $1.0 million, or 3.5%. Sales revenues decreased $0.7 million compared to the prior-year period.

Gross Profit: Gross profit increased $3.4 million, or 6.9%, for the year ended December 31, 2021 to $52.3 million from $48.9 million for the year ended December 31, 2020. Gross profit for leasing activity increased $6.4 million driven by the increased revenue as discussed above offset by increased costs of $5.3 million, including increased repairs and maintenance of $8.1 million. Gross profit for delivery and installation activity decreased $1.7 million reflecting higher revenues offset by a $2.8 million increase in expense, including $0.7 million higher expense for fuel. Depreciation of rental equipment decreased $1.2 million.

Adjusted EBITDA: Adjusted EBITDA increased $5.8 million, or 16.0%, to $41.8 million for the year ended December 31, 2021 from $36.0 million for the year ended December 31, 2020 and the margin expanded to 37.6% from 36.4%. The increase in Adjusted EBITDA was driven by the higher gross profit discussed above, offset by a $1.6 million reduction SG&A expense including $1.7 million in decreased employee costs.

Capex for rental equipment: Purchases of rental equipment and refurbishments were reduced significantly during 2020 due to the unfavorable environment for this segment. For the year ended December 31, 2021, expenditures of $17.7 million were $9.9 million higher than for the year ended December 31, 2020.

Liquidity and Capital Resources

Overview

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

We have consistently accessed the debt and equity capital markets both opportunistically and as necessary to support the growth of our business, desired leverage levels, and other capital allocation priorities. Subsequent to the Merger,

62

we believe we have ample liquidity in the 2020 ABL Facility and are generating substantial free cash flow, which together support both organic operations and other capital allocation priorities as they arise.

We continue to review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan. In addition, we will continue to evaluate alternatives to optimize our capital structure, which could include the issuance or repurchase of additional unsecured and secured debt, equity securities and/or equity-linked securities. There can be no assurance as to the timing of any such issuance. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. Availability of financing and the associated terms are inherently dependent on the debt and equity capital markets and subject to change. From time to time, we may also seek to streamline our capital structure and improve our financial position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.

In anticipation of the Merger, on June 15, 2020, we completed a private offering of $650.0 million in aggregate principal amount of the 2025 Secured Notes. The proceeds from the 2025 Secured Notes of $650.0 million were used to consummate the Merger and the related financing transactions, which included repayment of the 2022 Secured Notes, repayment of the Mobile Mini senior notes, and payment of certain fees and expenses related to the Merger and the related financing transactions. The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125% per annum. Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020. During 2021, we redeemed $123.5 million of the 2025 Secured Notes. This repayment was funded by internally generated cash flow and lower cost borrowings under the 2020 ABL facility.

On July 1, 2020, in connection with the completion of the Merger, we entered into the 2020 ABL Facility, which provides for revolving credit facilities in the aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $2.0 billion (the “US Facility”) and (ii) a $400 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the “2020 ABL Facility”). Borrowing availability under the 2020 ABL Facility is equal to the lesser of $2.4 billion and the applicable borrowing bases. The borrowing bases are a function of, among other things, the value of the assets in the relevant collateral pool of which our rental equipment represents the largest component. On July 1, 2020, in connection with the completion of the Merger, approximately $1.47 billion of proceeds from the 2020 ABL Facility were used to repay the 2017 ABL Facility, repay Mobile Mini's asset-backed lending facility, and pay fees and expenses related to the Merger and the related financing transactions. On August 11, 2020, we redeemed $49.0 million of our 2023 Secured Notes at a redemption price of 103.0% plus accrued and unpaid interest using proceeds from the 2020 ABL Facility. At December 31, 2021, we had $0.7 billion of available borrowing capacity under the 2020 ABL Facility.

On August 25, 2020, we completed a private offering of $500.0 million in aggregate principal amount of the 2028 Secured Notes. Proceeds from the 2028 Secured notes were used to repay the $441.0 million remaining outstanding principal of the 2023 Secured Notes at a redemption price of 103.438% plus accrued and unpaid interest. The 2028 Secured Notes mature on August 15, 2028 and bear interest at a rate of 4.625% per annum. Interest is payable semi-annually on August 15 and February 15 of each year, beginning February 25, 2021.

Cash Flows

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

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

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["(in thousands)","2021","","2020","","2019"],["Net cash from operating activities","$","539,902","","","$","304,812","","","$","172,566"],["Net cash from investing activities","(384,047)","","","(125,360)","","","(152,582)"],["Net cash from financing activities","(167,887)","","","(158,958)","","","(26,063)"],["Effect of exchange rate changes on cash and cash equivalents","(206)","","","1,398","","","166"],["Net change in cash and cash equivalents","$","(12,238)","","","$","21,892","","","$","(5,913)"]]
[[/GREPCENT_TABLE]]

63

Comparison of the Years Ended December 31, 2021 and 2020 and December 31, 2020 and 2019

Cash Flows from operating activities

Cash provided by operating activities for the year ended December 31, 2021 was $539.9 million as compared to $304.8 million for the year ended December 31, 2020, an increase of $235.1 million. The increase in cash provided by operating activities was driven by an increase of $252.1 million of net income, adjusted for non-cash items. This was partially offset by a decrease of $17.2 million in the net movements of the operating assets and liabilities, which was primarily attributable to an increase in cash used from accounts receivable of $78.4 million compared to the same period in 2020, an increase in accounts payable and other accrued liabilities of $43.3 million, an increase in accrued interest of $12.1 million, and an increase of $10.2 million in deferred revenue compared to the same period in 2020.

Cash provided by operating activities for the year ended December 31, 2020 was $304.8 million as compared to $172.6 million for the year ended December 31, 2019, an increase of $132.2 million. The increase in cash provided by operating activities was driven by an increase of $136.7 million of net income, adjusted for non-cash items, primarily due to the impact of the Merger on revenues and gross profit. This was partially offset by a decrease of $4.4 million in the net movements of the operating assets and liabilities which was primarily attributable to a decrease in accounts payable and other accrued liabilities of $20.9 million, an increase in prepaid and other assets of $12.7 million, and a decrease in accrued interest of $7.7 million, compared to the same period in 2019. This was partially offset by a decrease in cash used from accounts receivable of $36.9 million compared to the same period in 2019.

Cash flows from investing activities

Cash used in investing activities for the year ended December 31, 2021 was $384.0 million as compared to $125.4 million for the year ended December 31, 2020, an increase of $258.6 million. The increase in cash used in investing activities was driven by a $164.3 million increase in cash used in acquisitions, net of cash acquired. During 2021, the Company acquired certain assets and liabilities of several smaller entities for $147.2 million in cash. During 2020, $17.2 million of cash was acquired as part of the Merger. The increase in cash used in investing activities was also driven by a $106.1 million increase in cash used for the purchase of rental equipment and refurbishments to support growing demand for new project deliveries across all segments, and a $14.0 million increase in cash used for the purchase of property, plant, and equipment. These increases were partially offset by a $9.5 million increase in proceeds from sale of property, plant and equipment and a $16.3 million increase in proceeds from the sale of rental equipment. Proceeds from sale of rental equipment increased compared to the prior year due to higher sales demand.

Cash used in investing activities for the year ended December 31, 2020 was $125.4 million as compared to $152.6 million for the year ended December 31, 2019, a decrease of $27.2 million. The decrease in cash used in investing activities was driven by a $32.7 million decrease in cash used for purchase of rental equipment and refurbishments. Cash used for purchase of rental equipment and refurbishments decreased compared to 2019 as fleet was less constrained due to reduced utilization and reduced demand for new project deliveries as a result of the COVID-19 pandemic and the current period impact of prior year spend. Additionally, $17.2 million of cash was acquired as part of the Merger. This increase was partially offset by an $11.4 million decrease in proceeds from sale of property, plant and equipment, an increase of $8.2 million on purchases of property, plant and equipment and a $3.2 million decrease in proceeds from the sale of rental equipment. Proceeds from sale of rental equipment decreased compared to the prior year due to lower sales demand.

Cash flows from financing activities

Cash used in financing activities for the year ended December 31, 2021 was $167.9 million as compared to $159.0 million for the year ended December 31, 2020, an increase of $8.9 million cash used. The increase in cash used in financing activities was driven by an increase of $341.8 million in repurchases of common stock and warrants as well as a $2,058.1 million decrease in receipts from borrowings. This was partially offset by a decrease of $2,296.2 million in repayment of borrowings, a decrease of $65.5 million in payment of financing costs, and a decrease of $30.9 million in payment of debt extinguishment premium costs.

Cash used in financing activities for the year ended December 31, 2020 was $159.0 million as compared to $26.1 million cash provided by financing activities for the year ended December 31, 2019, an increase of $132.9 million cash used. The increase in cash used in financing activities was driven by an increase of $62.9 million for payment of financing costs, an increase of $27.4 million for payment of debt extinguishment costs, payment of $21.8 million for the repurchase and cancellation of warrants, payment of $4.2 million for Common Stock issuance costs, an increase of $12.8 million of taxes paid on employee stock awards, and an increase of $8.4 million of principal payments on finance lease obligations. Additionally, there was a net increase of $5.1 million of payments on borrowings, comprised of an increase in repayments of borrowings of $2,239.7 million that was partially offset by an increase receipts from borrowings of $2,234.6 million. The cash used in financing activities was partially offset by an increase in receipts from the issuance of Common Stock from the exercise of options and warrants of $9.7 million.

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Material cash requirements

The Company’s material cash requirements include the following contractual and other obligations:

Debt

The Company has outstanding debt related to its 2020 ABL Facility, 2025 Secured Notes, 2028 Secured Notes, and finance leases, including interest, totaling $3.2 billion as of December 31, 2021, $21.8 million of which is obligated to be repaid within the next twelve months. Refer to Note 9 for further information regarding outstanding debt.

Operating leases

The Company has commitments for future minimum rental payments relating to operating leases, which are primarily for equipment and office space. As of December 31, 2021, the Company had lease obligations of $290.3 million, with $63.7 million payable within the next twelve months.

In addition to the aforementioned cash requirements, the Company has a Share Repurchase program authorized by the Board of Directors in October 2021 which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock and equivalents. This program does not obligate the Company to repurchase any specific amount of shares.

The company believes its cash, cash flows generated from ongoing operations, and continued access to its revolving credit facility as well access to debt markets are sufficient to satisfy its currently anticipated cash requirements for the foreseeable future.

Critical Accounting Policies and Estimates

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

Revenue Recognition

Leasing and Services Revenue

The majority of revenue is generated by rental income subject to the guidance of Accounting Standard Update ("ASU") 2016-2, Leases (Topic 842) ("ASC 842"). The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").

Leasing Revenue

Income from operating leases is recognized on a straight-line basis over the lease term. The Company's lease arrangements can include multiple lease and non-lease components. Examples of lease components include, but are not limited to, the lease of modular space, portable storage units and VAPS. Examples of non-lease components include, but are not limited to, the delivery, installation, maintenance, and removal services commonly provided in a bundled transaction with the lease components. Arrangement consideration is allocated between lease deliverables and non-lease components based on the relative estimated selling (leasing) price of each deliverable. Estimated selling (leasing) price of the lease deliverables is based upon the estimated stand-alone selling price of the related performance obligations using an adjusted market approach.

When leases and services are billed in advance, recognition of revenue is deferred until services are rendered. If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date is recognized as incremental revenue upon return.

Rental equipment is leased primarily under operating leases. Operating lease minimum contractual terms within the NA Modular segment generally range from 1 month to 60 months and averaged approximately 10 months across this segment's rental fleet for the year ended December 31, 2021.Rental contracts with customers within the NA Storage, UK Storage, and Tank & Pump segments are generally based on a 28-day rate and billing cycle. The rental continues until cancelled by the Company or the customer. The Company records changes in estimated collectability directly against leasing revenue.

The Company may use third parties to satisfy its performance obligations, including both the provision of VAPS and other services. To determine whether it is the principal or agent in the arrangement, the Company reviews each third-party relationship on a contract-by-contract basis. The Company is considered an agent when its role is to arrange for another entity to provide the VAPS and other services to the customer. In these instances, the Company does not control the rental unit or service before it is provided and the risk of performance is held by the third party. The Company is considered the principal when it controls the VAPS or other services prior to transferring control to the customer and retains the risk of performance. WillScot Mobile Mini may be a principal in the fulfillment of some leasing contracts and services elements and an agent for

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other elements within the same contract. Revenue is recognized on a gross basis when the Company is the principal in the arrangement and on a net basis when it is the agent.

Services Revenue

The Company generally has three non-lease service-related performance obligations in its contracts with customers:

•Delivery and installation of the modular or portable storage unit;

•Maintenance and other ad hoc services performed during the lease term; and

•Removal services that occur at the end of the lease term.

Consideration is allocated to each of these performance obligations within the contract based upon their estimated relative standalone selling prices using the estimated cost plus a margin approach. Revenue from these activities is recognized as the services are performed.

Sales Revenue

Sales revenue is generated by the sale of new and rental units. Revenue from the sale of new and rental units is generally recognized at a point in time upon the transfer of control to the customer, which occurs when the unit is delivered and installed in accordance with the contract. Sales transactions constitute a single performance obligation.

Other Matters

The Company's non-lease revenues do not include material amounts of variable consideration, other than the variability noted for services arrangements expected to be performed beyond a twelve-month period.

The Company's payment terms vary by the type and location of its customer and the product or services offered. The time between invoicing and when payment is due is not significant. While the Company may bill certain customers in advance, its contracts do not contain a significant financing component based on the short length of time between upfront billings and the performance of contracted services. For certain products, services, or customer types, the Company requires payment before the products or services are delivered to the customer.

Revenue is recognized net of sales tax billed to customers, which is subsequently remitted to governmental authorities.

Goodwill and Annual Goodwill Impairment Test

For acquired businesses, the Company records assets acquired and liabilities assumed at their estimated fair values on the respective acquisition dates. Based on these values, the excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Generally, reporting units are at the operating segment level or one level below the operating segment (the component level), if discrete financial information is prepared and regularly reviewed by segment management. Goodwill acquired in a business combination is assigned to each of the Company’s reporting units that are expected to benefit from the combination.

The Company performs its annual impairment test of goodwill as of October 1 at the reporting unit level, as well as during any reporting period in which events or changes in circumstances occur that, in management’s judgment, may constitute triggering events under ASC 350-20, Intangibles – Goodwill and Other, Testing Goodwill for Impairment. The Company performs its assessment of goodwill utilizing either a qualitative or quantitative impairment test. The qualitative impairment test assesses company-specific, industry, market and general economic factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or elects not to use the qualitative impairment test, a quantitative impairment test is performed. The quantitative impairment test involves a comparison of the estimated fair value of a reporting unit to its carrying amount. The Company uses an independent valuation specialist for its quantitative impairment tests to assist in the valuation.

Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, value of net operating losses, future economic and market conditions and determination of appropriate market comparables. Management bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from these estimates and the estimate is inherently sensitive to any material changes to the inputs noted above; these changes could potentially impact the fair value of reporting units.

If the carrying amount of the reporting unit exceeds the calculated fair value of the reporting unit, an impairment charge would be recognized for the excess, not to exceed the amount of goodwill allocated to that reporting unit.

Intangible Assets Other than Goodwill

Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. The Company’s indefinite-lived intangible assets consist of the Williams Scotsman and Mobile Mini trade names. The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test. When utilizing a quantitative impairment test, the Company calculates fair value using a relief-from-royalty method. This method is used to estimate the cost savings that accrue to the owner of an

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intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded indefinite-lived intangible asset exceeds the fair value. The relief-from-royalty method requires the Company to make assumptions regarding future revenue and the appropriate selection of royalty and discount rates. Any material deviation in actual results could affect the calculated fair value of the intangible asset.

Other intangible assets that have finite useful lives are measured at cost less accumulated amortization and impairment losses, if any. Amortization is recognized in profit or loss over the estimated useful lives of the intangible asset.

Rental Equipment

Rental equipment is comprised of modular space and portable storage units held for rent or on rent to customers, tank and pump solutions products, which consist primarily of liquid and solid containment units, pumps and filtration equipment, and value-added products and services (“VAPS”) which are in use or available to be used by customers. Rental equipment is measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Costs of improvements and conversions of rental equipment are capitalized when such costs extend the useful life of the equipment or increase the rental value of the unit. Costs incurred for equipment to meet a particular customer specification are capitalized and depreciated over the lease term taking in consideration the residual value of the asset. Maintenance and repair costs are expensed as incurred.

Depreciation is generally computed using the straight-line method over estimated useful lives, as follows:

[[GREPCENT_TABLE]]
[["","Estimated Useful Life","","Residual Value"],["Modular space units","10 - 30 years","","20 - 55%"],["Portable storage units","30 years","","55%"],["Tank and pump equipment","7 - 25 years","","\u2014%"],["VAPS and other related rental equipment","1 - 8 years","","\u2014%"]]
[[/GREPCENT_TABLE]]

Trade Receivables and Allowance for Credit Losses

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

The Company monitors ongoing credit exposure through an active review of customer balances against contract terms and due dates. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. The allowances for credit losses reflect the estimate of the amount of receivables that the Company will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. This estimate is sensitive to changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease its allowances.

In accordance with the adoption of ASC 842, effective January 1, 2019, and the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASC 326"), effective January 1, 2020, specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue. The remaining provision for credit losses is recorded as selling, general and administrative expenses.

Warrants

The Company accounts for warrants in accordance with applicable accounting guidance provided in ASC 815-40, Contracts in Entity's Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreements. In periods subsequent to issuance, warrants classified as liabilities are subject to remeasurement at each balance sheet date and transaction date with changes in the estimated fair values of the common stock warrant liabilities and gains and losses on extinguishment of common stock warrant liabilities reported in the consolidated statements of operations.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including

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scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized.

The Company assesses the likelihood that each of the deferred tax assets will be realized. To the extent management concludes the realization of any deferred tax assets is not more likely than not, the Company establishes a valuation allowance. When a valuation allowance is established or there is an increase in an allowance in a reporting period, tax expense is generally recorded in the Company’s consolidated statement of operations. Conversely, to the extent circumstances indicate that a valuation allowance is no longer necessary, that portion of the valuation allowance is reversed, which generally reduces the Company’s income tax expense.

Deferred tax liabilities are recognized for the income taxes on the undistributed earnings of wholly-owned foreign subsidiaries unless such earnings are indefinitely reinvested, or will only be repatriated when possible to do so at minimal additional tax cost. Current income tax relating to items recognized directly in equity is recognized in equity and not in profit (loss) for the year.

In accordance with applicable authoritative guidance, the Company accounts for uncertain income tax positions using a benefit recognition model with a two-step approach; a more-likely-than-not recognition criterion; and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company classifies interest on tax deficiencies and income tax penalties within income tax expense. The evaluation of uncertain tax positions involves judgment in the application of GAAP and complex tax laws.

None of the critical accounting policies and estimates noted above have changed materially since the prior year.