Willscot Holdings Corporation: FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 001-37552
WILLSCOT HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)
Delaware 82-3430194
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
4646 E Van Buren St., Suite 400

Phoenix, Arizona 85008
(Address, including zip code, of principal executive offices)
(480) 894-6311
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share WSC The Nasdaq Capital Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Shares of Common Stock, par value $0.0001 per share, outstanding: 188,490,850 shares at July 24, 2024.
WILLSCOT HOLDINGS CORPORATION
Quarterly Report on Form 10-Q
Table of Contents
PART I Financial Information
Item 1 Financial Statements (unaudited, except as noted below)
Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (audited)
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023
Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2024 and 2023
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023
Notes to the Condensed Consolidated Financial Statements
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Item 4 Controls and Procedures
PART II Other Information
Item 1 Legal Proceedings
Item 1A Risk Factors
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 Defaults Upon Senior Securities
Item 4 Mine Safety Disclosures
Item 5 Other Information
Item 6 Exhibits
SIGNATURE
2
ITEM 1. Financial Statements
WillScot Holdings Corporation
Condensed Consolidated Balance Sheets
December 31, 2023
(in thousands, except share data) June 30, 2024 (unaudited)
Assets
Cash and cash equivalents $ 5,924 $ 10,958
Trade receivables, net of allowances for credit losses at June 30, 2024 and December
31, 2023 of $89,070 and $81,656, respectively 442,205 451,130
Inventories 49,727 47,406
Prepaid expenses and other current assets 74,134 57,492
Assets held for sale – current 4,387 2,110
Total current assets 576,377 569,096
Rental equipment, net 3,402,707 3,381,315
Property, plant and equipment, net 351,513 340,887
Operating lease assets 253,913 245,647
Goodwill 1,175,701 1,176,635
Intangible assets, net 272,444 419,709
Other non-current assets 16,113 4,626
Total long-term assets 5,472,391 5,568,819
Total assets $ 6,048,768 $ 6,137,915
Liabilities and equity
Accounts payable $ 118,890 $ 86,123
Accrued expenses 150,203 129,621
Accrued employee benefits 44,122 45,564
Deferred revenue and customer deposits 233,555 224,518
Operating lease liabilities – current 63,884 57,408
Current portion of long-term debt 21,140 18,786
Total current liabilities 631,794 562,020
Long-term debt 3,459,255 3,538,516
Deferred tax liabilities 524,941 554,268
Operating lease liabilities - non-current 190,746 187,837
Other non-current liabilities 40,696 34,024
Long-term liabilities 4,215,638 4,314,645
Total liabilities 4,847,432 4,876,665
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued
and outstanding at June 30, 2024 and December 31, 2023 — —
Common Stock: $0.0001 par, 500,000,000 shares authorized and 188,591,960 and
189,967,135 shares issued and outstanding at June 30, 2024 and December 31, 2023,
respectively 19 20
Additional paid-in-capital 2,014,327 2,089,091
Accumulated other comprehensive loss (47,306) (52,768)
Accumulated deficit (765,704) (775,093)
Total shareholders' equity 1,201,336 1,261,250
Total liabilities and shareholders' equity $ 6,048,768 $ 6,137,915
See the accompanying notes which are an integral part of these condensed consolidated financial statements.
3
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
(in thousands, except share data) 2024 2023 2024 2023
Revenues:
Leasing and services revenue:
Leasing $ 458,592 $ 449,320 $ 919,193 $ 889,271
Delivery and installation 108,147 112,754 208,509 219,384
Sales revenue:
New units 21,378 9,004 34,877 19,661
Rental units 16,473 11,011 29,192 19,241
Total revenues 604,590 582,089 1,191,771 1,147,557
Costs:
Costs of leasing and services:
Leasing 98,248 98,556 200,642 196,071
Delivery and installation 81,170 81,349 159,012 156,356
Costs of sales:
New units 13,358 4,795 21,631 11,003
Rental units 9,085 5,067 15,961 9,521
Depreciation of rental equipment 75,611 64,450 150,519 123,606
Gross profit 327,118 327,872 644,006 651,000
Other operating expenses:
Selling, general and administrative 174,610 146,810 342,178 297,680
Other depreciation and amortization 18,135 17,346 36,055 34,519
Impairment loss on intangible asset 132,540 — 132,540 —
Lease impairment expense and other related charges, net (23) — 723 22
Restructuring costs 6,206 — 6,206 —
Currency (gains) losses, net (42) 14 35 6,789
Other expense (income), net 924 (2,838) 1,555 (6,197)
Operating (loss) income (5,232) 166,540 124,714 318,187
Interest expense, net 55,548 47,246 112,136 92,112
(Loss) income from continuing operations before income tax (60,780) 119,294 12,578 226,075
Income tax (benefit) expense from continuing operations (13,929) 31,565 3,189 62,075
(Loss) income from continuing operations (46,851) 87,729 9,389 164,000
Discontinued operations:
Income from discontinued operations before income tax — — — 4,003
Gain on sale of discontinued operations — — — 176,078
Income tax expense from discontinued operations — — — 45,468
Income from discontinued operations — — — 134,613
Net (loss) income $ (46,851) $ 87,729 $ 9,389 $ 298,613
(Loss) earnings per share from continuing operations:

Basic $ (0.25) $ 0.44 $ 0.05 $ 0.80
Diluted $ (0.25) $ 0.43 $ 0.05 $ 0.78
Earnings per share from discontinued operations:
Basic $ — $ — $ — $ 0.66
Diluted $ — $ — $ — $ 0.65
(Loss) earnings per share:
Basic $ (0.25) $ 0.44 $ 0.05 $ 1.46
Diluted $ (0.25) $ 0.43 $ 0.05 $ 1.43
Weighted average shares:
Basic 189,680,091 200,946,619 189,908,812 204,635,764
Diluted 189,680,091 204,326,162 192,409,616 208,233,141
4
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Unaudited)
June 30, June 30,
(in thousands)
2024 2023 2024 2023
Net (loss) income $ (46,851) $ 87,729 $ 9,389 $ 298,613
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of income tax expense of $0. (4,154) 5,915 (9,702) 13,849
Net gain on derivatives, net of income tax expense of $535 and $4,268 for the
three months ended June 30, 2024 and 2023, respectively, and $5,050 and
$4,046 for the six months ended June 30, 2024 and 2023, respectively. 1,624 12,831 15,164 12,164
Total other comprehensive (loss) income (2,530) 18,746 5,462 26,013
Total comprehensive (loss) income $ (49,381) $ 106,475 $ 14,851 $ 324,626
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Condensed Consolidated Statements of Changes in Equity
(Unaudited)
Six Months Ended June 30, 2024
Accumulated
Common Stock Other Total
Additional Comprehensive Accumulated Shareholders'
(in thousands) Shares Amount Paid-in-Capital Loss Deficit Equity
Balance at December 31, 2023 189,967 $ 20 $ 2,089,091 $ (52,768) $ (775,093) $ 1,261,250
Net income — — — — 56,240 56,240
Other comprehensive income — — — 7,992 — 7,992
Withholding taxes on net share settlement of stock-based
compensation — — (14,524) — — (14,524)
Common Stock-based award activity 628 — 9,099 — — 9,099
Issuance of Common Stock from the exercise of options 3 — 69 — — 69
Balance at March 31, 2024 190,598 20 2,083,735 (44,776) (718,853) 1,320,126
Net loss — — — — (46,851) (46,851)
Other comprehensive loss — — — (2,530) — (2,530)
Common Stock-based award activity 26 — 9,614 — — 9,614
Repurchase and cancellation of Common Stock (2,036) (1) (79,074) — — (79,075)
Balance at June 30, 2024 188,592 $ 19 $ 2,014,327 $ (47,306) $ (765,704) $ 1,201,336
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Accumulated
Common Stock Other Total
Additional Comprehensive Accumulated Shareholders'
(in thousands) Shares Amount Paid-in-Capital Loss Deficit Equity
Balance at December 31, 2022 207,952 $ 21 $ 2,886,951 $ (70,122) $ (1,251,550) $ 1,565,300
Net income — — — — 210,884 210,884
Withholding taxes on net share settlement of stock-based
compensation — — (10,058) — — (10,058)
Common stock-based award activity 355 — 8,150 — — 8,150
Repurchase and cancellation of Common Stock (4,589) — (217,687) — — (217,687)
Balance at March 31, 2023 203,723 21 2,667,424 (62,855) (1,040,666) 1,563,924
Net income — — — — 87,729 87,729
Common stock-based award activity 35 — 9,348 — — 9,348
Repurchase and cancellation of Common Stock (5,406) (1) (241,545) — — (241,546)
Balance at June 30, 2023 198,376 $ 20 $ 2,435,571 $ (44,109) $ (952,937) $ 1,438,545
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Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
(in thousands)
2024 2023
Operating activities:
Net income $ 9,389 $ 298,613
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 186,574 158,125
Provision for credit losses 23,196 22,193
Gain on sale of discontinued operations — (176,078)
Impairment loss on intangible asset 132,540 —
Gain on sale of rental equipment and other property, plant and equipment (12,523) (11,691)
Amortization of debt discounts and debt issuance costs 5,916 5,501
Stock-based compensation expense 18,713 17,498
Deferred income tax expense (22,995) 90,675
Loss on settlement of foreign currency forward contract — 7,715
Unrealized currency gains, net (25) (1,030)
Other 2,070 2,176
Changes in operating assets and liabilities:
Trade receivables (12,701) (48,641)
Inventories (2,446) (2,273)
Prepaid expenses and other assets (10,512) (2,211)
Operating lease assets and liabilities 1,076 37
Accounts payable and other accrued expenses 54,721 (19,705)
Deferred revenue and customer deposits 11,294 10,016
Net cash provided by operating activities 384,287 350,920
Investing activities:
Acquisitions, net of cash acquired (70,575) (149,421)
Purchase of rental equipment and refurbishments (137,591) (102,709)
Proceeds from sale of rental equipment 30,668 25,254
Purchase of property, plant and equipment (12,801) (11,189)
Proceeds from sale of property, plant and equipment 215 265
Purchase of investments (3,245) —
Proceeds from sale of discontinued operations — 403,992
Payment for settlement of foreign currency forward contract — (7,715)
Net cash (used in) provided by investing activities (193,329) 158,477
Financing activities:
Receipts from borrowings 782,235 628,538
Repayment of borrowings (870,028) (674,719)
Payment of financing costs (5,220) —
Payments on finance lease obligations (9,569) (8,133)
Receipts from issuance of Common Stock from the exercise of options 121 412
Repurchase and cancellation of Common Stock (78,677) (456,297)
Taxes paid on employee stock awards (14,524) (10,058)
Net cash used in financing activities (195,662) (520,257)
Effect of exchange rate changes on cash and cash equivalents (330) 746
Net change in cash and cash equivalents (5,034) (10,114)
Cash and cash equivalents at the beginning of the period 10,958 17,774
Cash and cash equivalents at the end of the period $ 5,924 $ 7,660
Supplemental cash flow information:

Interest paid, net $ 109,524 $ 86,123
Income taxes paid, net $ 36,062 $ 15,055
Capital expenditures accrued or payable $ 15,695 $ 18,740
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 - Summary of Significant Accounting Policies

Organization and Nature of Operations
WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in
innovative and flexible turnkey temporary space solutions in the United States (“US”), Canada, and Mexico. The Company leases, sells, delivers and installs
modular space solutions and portable storage products through an integrated network of branch locations that spans North America.
On July 29, 2024, the Company amended and restated its certificate of incorporation to effect a change of the Company’s name from “WillScot Mobile Mini
Holdings Corp.” to “WillScot Holdings Corporation."
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do
not include all the information and notes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements. The accompanying
unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a
majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial
position, results of operations and cash flows for the interim periods presented.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until
the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany
balances and transactions are eliminated.
The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. For further
information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31,
2023.
Segment Reporting
In January 2024, the Company completed the unification of its go-to market structure by integrating its modular and storage divisions under a single
leadership team organized by geography, achieving local product unification within each metropolitan statistical area and the ability to consistently deliver its
portfolio of solutions to its entire customer base. In connection with this change in operating model, the Company realigned the composition of its operating and
reportable segments to reflect how its Chief Operating Decision Maker reviews financial information to allocate resources to and assess performance of the
segments. As a result, the Company concluded that its two operating segments (US and Other North America) are aggregated into one reportable segment as the
operating segments share similar economic characteristics (e.g., comparable gross margins and comparable adjusted earnings before interest, taxes, depreciation
and amortization margins) and similar qualitative characteristics as the operating segments offer similar products and services to similar customers, use similar
methods to distribute products and are subject to similar competitive risks.
Reclassifications
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.
Recently Issued Accounting Standards
ASU 2023-07. Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07 Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands the breadth and frequency of segment disclosures, requiring disclosure
of (i) significant segment expenses, (ii) other segment items, (iii) the chief operating decision maker's title and position, (iv) how the chief operating decision maker
uses the reported measures of a segment's profit or loss and (v) interim disclosure of all segment profit, loss and asset disclosures currently required annually. ASU
2023-07 clarifies that a public entity may report one or more measures of segment profit or loss and requires that single reportable segment entities provide all
required segment disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after
December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its segment disclosures.
9
ASU 2023-09. Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures
("ASU 2023-09"). ASU 2023-09 requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. Public
business entities ("PBEs") are required to provide this incremental detail in a numerical, tabular format, while all other entities will do so through enhanced
qualitative disclosures. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or
loss) from continuing operations; and income tax expense (or benefit). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption
is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.
NOTE 2 - Acquisitions
Asset Acquisitions
During the six months ended June 30, 2024, the Company acquired certain assets and assumed certain liabilities of three local storage and modular
companies, which consisted primarily of approximately 600 storage units and 800 modular units, for $70.6 million in cash, net of cash acquired. As of the acquisition
dates, the fair value of rental equipment acquired was $67.7 million.
Integration Costs
The Company recorded $3.1 million and $2.2 million in integration costs related to business combinations, asset acquisitions, and the merger of WillScot
and Mobile Mini, Inc. within selling, general and administrative expense ("SG&A") during the three months ended June 30, 2024 and 2023, respectively, and
$5.9 million and $6.1 million in integration costs related to acquisitions and the merger during the six months ended June 30, 2024 and 2023, respectively.
Entry into an Agreement to Acquire McGrath RentCorp
On January 28, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath"). Upon
consummation of the merger, each outstanding share of McGrath common stock shall be converted into the right to receive either (i) $123.00 in cash or (ii) 2.8211
shares of the Company’s common stock. Under the terms of the Merger Agreement, the Company expects McGrath’s shareholders will own approximately 12.6% of
the Company following the McGrath acquisition. The McGrath acquisition has been approved by the Company's and McGrath’s respective boards of directors and
McGrath's shareholders. The McGrath acquisition is subject to the satisfaction or waiver of certain customary closing conditions, including receipt of regulatory
approval, and is expected to close in 2024.
In connection with the Merger Agreement, the Company entered into a commitment letter dated January 28, 2024, which was amended and restated on
June 13, 2024 and modified by a Notice of Reduction of Bridge Commitments on June 28, 2024 (the "Commitment Letter"), pursuant to which certain financial
institutions have committed to make available, in accordance with the terms of the Commitment Letter, (i) a $500 million eight-year senior secured bridge credit
facility and (ii) an upsize to the existing $3.7 billion ABL Facility (as defined below) of Williams Scotsman, Inc., a subsidiary of the Company ("WSI"), by $750 million
to $4.5 billion to repay McGrath's existing unsecured revolving lines of credit and notes, fund the cash portion of the consideration, and pay the fees, costs and
expenses incurred in connection with the McGrath acquisition and the related transactions.
The Company recorded $22.9 million and $35.2 million in legal and professional fees primarily related to the acquisition of McGrath within selling, general
and administrative expense ("SG&A") during the three and six months ended June 30, 2024, respectively.
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NOTE 3 - Discontinued Operations
UK Storage Solutions Divestiture
On January 31, 2023, the Company sold its former UK Storage Solutions segment for $418.1 million. Exiting the UK Storage Solutions segment
represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses in North America. Results for the former UK
Storage Solutions segment are reported in income from discontinued operations within the 2023 condensed consolidated statement of operations.
The following table presents the results of the former UK Storage Solutions segment as reported in income from discontinued operations within the
condensed consolidated statement of operations.
Six Months Ended
(in thousands) June 30, 2023
Revenues:
Leasing $ 6,389
Delivery and installation 1,802
Sales revenue:
New units 54
Rental units 449
Total revenues 8,694
Costs:
Leasing 1,407
Delivery and installation 1,213
Costs of sales:
New units 38
Rental units 492
Gross profit 5,544
Expenses:
Selling, general and administrative 1,486
Other income, net (1)
Operating income 4,059
Interest expense 56
Income from discontinued operations before income tax 4,003
Gain on sale of discontinued operations 175,708
Income tax expense from discontinued operations 45,468
Income from discontinued operations $ 134,243
In January 2023, a $0.4 million adjustment was made to the gain on sale of the former Tank and Pump segment due to the final contractual working capital
adjustment. Including this adjustment, the total gain on sale of discontinued operations was $176.1 million for the six months ended June 30, 2023.
For the six months ended June 30, 2023, significant investing items related to the former UK Storage Solutions segment were as follows:
(in thousands) Six Months Ended
June 30, 2023
Investing activities of discontinued operations:
Proceeds from sale of rental equipment $ 514
Purchases of rental equipment and refurbishments $ (371)
Proceeds from sale of property, plant and equipment $ 8
Purchases of property, plant and equipment $ (64)
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NOTE 4 - Revenue
Revenue Disaggregation
Geographic Areas
The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2024 and 2023 as follows:
June 30, June 30,
(in thousands) 2024 2023 2024 2023
US $ 564,980 $ 545,333 $ 1,118,413 $ 1,078,507
Canada 32,306 30,839 58,838 57,780
Mexico 7,304 5,917 14,520 11,270
Total revenues $ 604,590 $ 582,089 $ 1,191,771 $ 1,147,557
Major Product and Service Lines

Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows. This includes turnkey temporary
modular space and portable storage units along with value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet
connectivity devices, integral tool racking, heavy duty capacity shelving, workstations, electrical and lighting products and other items used by customers in
connection with the Company's products. The Company also offers its lease customers a damage waiver program that protects them in case the leased unit is
damaged. Leasing is complemented by new unit sales and sales of rental units. In connection with its leasing and sales activities, the Company provides services
including delivery and installation, maintenance and ad hoc services and removal services at the end of lease transactions.
The Company’s revenue by major product and service line for the three and six months ended June 30, 2024 and 2023 was as follows:
June 30, June 30,
(in thousands) 2024 2023 2024 2023
Modular space leasing revenue $ 253,725 $ 236,625 $ 505,872 $ 461,095
Portable storage leasing revenue 86,433 93,462 177,882 190,777
VAPS and third party leasing revenues(a) 100,112 97,698 196,426 191,825
Other leasing-related revenue(b) 18,322 21,535 39,013 45,574
Leasing revenue 458,592 449,320 919,193 889,271
Delivery and installation revenue 108,147 112,754 208,509 219,384
Total leasing and services revenue 566,739 562,074 1,127,702 1,108,655
New unit sales revenue 21,378 9,004 34,877 19,661
Rental unit sales revenue 16,473 11,011 29,192 19,241
Total revenues $ 604,590 $ 582,089 $ 1,191,771 $ 1,147,557
Includes $10.1 million and $6.1 million of service revenue for the three months ended June 30, 2024 and 2023, respectively, and $20.1 million and $11.7 million of service
(a) revenue for the six months ended June 30, 2024 and 2023, respectively.
(b) Includes primarily damage billings, delinquent payment charges, and other processing fees.
Leasing and Services Revenue

The majority of revenue (74% and 75% for the three and six months ended June 30, 2024, respectively, and 76% for both the three and six months ended
June 30, 2023) was generated by lease income subject to the guidance of Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASC 842"). The
remaining revenue was generated by performance obligations in contracts with customers for services or the sale of units subject to the guidance in Accounting
Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").
Receivables and Credit Losses
The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that
are accounted for under both ASC 842 and ASC 606, the discussions below on credit risk and the Company's allowance for credit losses address the Company's
total revenues.
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Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who
operate in a variety of end user markets. The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures.
The Company's allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect. The estimated losses are
calculated using the loss rate method based upon a review of outstanding receivables, related aging, and historical collection experience. The Company's estimates
reflect changing circumstances, and the Company may be required to increase or decrease its allowance in future periods.
Activity in the allowance for credit losses was as follows:
June 30, June 30,
(in thousands) 2024 2023 2024 2023
Balance at beginning of period $ 86,418 $ 61,402 $ 81,656 $ 57,048
Provision for credit losses, net of recoveries 11,389 13,390 23,196 22,193
Write-offs (8,605) (6,969) (15,659) (11,506)
Foreign currency translation and other (132) 273 (123) 361
Balance at end of period $ 89,070 $ 68,096 $ 89,070 $ 68,096
Contract Assets and Liabilities

When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally
occurs at the end of the contract. The balance sheet classification of deferred revenue is determined based on the contractual lease term. For contracts that
continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed. As of June 30, 2024 and December 31, 2023,
the Company had approximately $131.5 million and $124.1 million, respectively, of deferred revenue related to services billed in advance. During the three and six
months ended June 30, 2024, $20.1 million and $47.7 million, respectively, of deferred revenue billed in advance was recognized as revenue.
The Company does not have material contract assets, and it did not recognize any material impairments for any contract assets.
The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues
that are expected to be recognized within twelve months, the Company has elected to utilize the optional disclosure exemption regarding transaction price allocated
to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve
months is variable based on the market rate in place at the time those services are provided, and therefore, the Company is applying the optional expedient to omit
disclosure of such amounts.
The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions. The Company pays its sales force
commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the
Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred.
NOTE 5 - Leases
As of June 30, 2024, the future lease payments for operating and finance lease liabilities were as follows:
(in thousands) Operating Finance
2024 (remaining) $ 33,385 $ 13,911
2025 72,199 27,000
2026 57,067 26,749
2027 45,506 23,504
2028 33,910 25,985
Thereafter 55,379 33,272
Total lease payments 297,446 150,421
Less: interest (42,816) (20,857)
Present value of lease liabilities $ 254,630 $ 129,564
Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets.
13
The Company’s lease activity during the six months ended June 30, 2024 and 2023 was as follows:
(in thousands) Six Months Ended June 30,
Financial Statement Line 2024 2023
Finance Lease Expense
Amortization of finance lease assets $ 6,693 $ 7,580
Interest on obligations under finance leases 2,991 1,566
Total finance lease expense $ 9,684 $ 9,146
Operating Lease Expense

Fixed lease expense
Cost of leasing and services $ 601 $ 723
Selling, general and administrative 39,261 32,006
Lease impairment expense and other related charges 22 —
Short-term lease expense
Cost of leasing and services 14,026 12,404
Selling, general and administrative 997 883
Lease impairment expense and other related charges — 22
Variable lease expense
Cost of leasing and services 523 1,675
Selling, general and administrative 5,359 4,847
Lease impairment expense and other related charges 701 —
Total operating lease expense $ 61,490 $ 52,560
Supplemental cash flow information related to leases for the six months ended June 30, 2024 and 2023 was as follows:
(in thousands) Six Months Ended June 30,
Supplemental Cash Flow Information 2024 2023
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases $ 39,374 $ 33,501
Operating cash outflows from finance leases $ 3,020 $ 1,515
Financing cash outflows from finance leases $ 9,568 $ 8,087
Right of use assets obtained in exchange for lease obligations $ 43,751 $ 36,604
Assets obtained in exchange for finance leases $ 22,077 $ 24,382
Weighted average remaining operating lease terms and the weighted average discount rates as of June 30, 2024 and December 31, 2023 were as follows:
Lease Terms and Discount Rates June 30, 2024 December 31, 2023
Weighted average remaining lease term - operating leases 5.1 years 5.4 years
Weighted average discount rate - operating leases 5.9 % 5.9 %
Weighted average remaining lease term - finance leases 4.9 years 5.0 years
Weighted average discount rate - finance leases 5.0 % 4.8 %
14
NOTE 6 - Inventories
Inventories at the respective balance sheet dates consisted of the following:
(in thousands)
June 30, 2024 December 31, 2023
Raw materials $ 43,701 $ 43,071
Finished units 6,026 4,335
Inventories $ 49,727 $ 47,406
NOTE 7 - Rental Equipment

Rental equipment, net at the respective balance sheet dates consisted of the following:
(in thousands)
June 30, 2024 December 31, 2023
Modular space units $ 3,620,534 $ 3,541,451
Portable storage units 1,046,147 1,009,059
Value added products 205,913 204,933
Total rental equipment 4,872,594 4,755,443
Less: accumulated depreciation (1,469,887) (1,374,128)
Rental equipment, net $ 3,402,707 $ 3,381,315
NOTE 8 - Goodwill and Intangibles

Goodwill
Changes in the carrying amount of goodwill were as follows:
(in thousands)
Balance at December 31, 2022 $ 1,011,429
Additions from acquisitions 164,502
Effects of movements in foreign exchange rates 704
Balance at December 31, 2023 1,176,635
Effects of movements in foreign exchange rates (934)
Balance at June 30, 2024 $ 1,175,701
The Company had no goodwill impairment during the six months ended June 30, 2024 or the year ended December 31, 2023.
Intangible Assets
Intangible assets other than goodwill at the respective balance sheet dates consisted of the following:
June 30, 2024
Weighted average
remaining life (in Gross carrying Accumulated
(in thousands) years) amount amortization Net book value
Intangible assets subject to amortization:
Customer relationships 4.0 $ 214,408 $ (98,924) $ 115,484
Technology 2.0 1,500 (1,000) 500
Trade name – Mobile Mini 3.1 31,460 — 31,460
Indefinite-lived intangible assets:
Trade name – WillScot 125,000 — 125,000
Total intangible assets other than goodwill $ 372,368 $ (99,924) $ 272,444
15
December 31, 2023
Weighted average
remaining life (in Gross carrying Accumulated
(in thousands) years) amount amortization Net book value
Intangible assets subject to amortization:
Customer relationships 4.5 $ 214,408 $ (84,324) $ 130,084
Technology 2.5 1,500 (875) 625
Indefinite-lived intangible assets:
Trade name – Mobile Mini 164,000 — 164,000
Trade name – WillScot 125,000 — 125,000
Total intangible assets other than goodwill $ 504,908 $ (85,199) $ 419,709
Amortization expense related to intangible assets was $7.3 million and $6.0 million for the three months ended June 30, 2024 and 2023, respectively, and
$14.7 million and $11.9 million for the six months ended June 30, 2024 and 2023, respectively.
In the second quarter of 2024, the Company determined that a review of the carrying value of the Mobile Mini trade name was necessary based on the
Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name. As of June 30, 2024, the Mobile Mini trade
name was tested for impairment using the relief from royalty valuation method. This valuation represents a Level 3 asset measured at fair value on a nonrecurring
basis. After determining the estimated fair value, the Company recorded an impairment charge of $132.5 million during the three months ended June 30, 2024. This
non-cash charge was recorded to impairment loss on intangible asset on the consolidated statement of operations. As of June 30, 2024, the remaining net book
value of the Mobile Mini trade name was $31.5 million, which will be amortized over a remaining useful life of approximately 3.1 years. The Company did not record
any other impairment charges during the six months ended June 30, 2024.
As of June 30, 2024, the expected future amortization expense for intangible assets is as follows for the years ended December 31:
(in thousands)
2024 (remaining) $ 24,221
2025 42,474
2026 35,703
2027 30,426
2028 14,620
Total $ 147,444
NOTE 9 - Debt
The carrying value of debt outstanding at the respective balance sheet dates consisted of the following:
(in thousands, except rates) Interest rate Year of maturity June 30, 2024 December 31, 2023
2025 Secured Notes 6.125% 2025 $ 523,988 $ 522,735
ABL Facility Varies 2027 1,344,702 1,929,259
2028 Secured Notes 4.625% 2028 495,034 494,500
2029 Secured Notes 6.625% 2029 493,094 —
2031 Secured Notes 7.375% 2031 494,013 493,709
Finance Leases Varies Varies 129,564 117,099
Total debt 3,480,395 3,557,302
Less: current portion of long-term debt 21,140 18,786
Total long-term debt $ 3,459,255 $ 3,538,516
16
Maturities of debt, including finance leases, during the periods subsequent to June 30, 2024 are as follows:
(in thousands)
2024 (remaining) $ 13,911
2025 553,500
2026 26,749
2027 1,391,083
2028 525,985
Thereafter 1,033,272
Total $ 3,544,500
Asset Backed Lending Facility

On July 1, 2020, certain subsidiaries of the Company, including WSI, entered into an asset-based credit agreement. As amended on June 30, 2022, the
agreement provides for revolving credit facilities in the aggregate principal amount of up to $3.7 billion, consisting of: (i) a senior secured asset-based US dollar
revolving credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”), (ii) a $400.0 million senior secured asset-based multicurrency revolving
credit facility (the "Multicurrency Facility," and together with the US Facility, the "ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds
Sterling or Euros, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of
$750.0 million and the amount of suppressed availability (as defined in the ABL Facility), plus any voluntary prepayments that are accompanied by permanent
commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval. The ABL Facility is scheduled to mature
on June 30, 2027.
The applicable margin for Canadian Bankers' Acceptance Rate, Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro loans
is 1.50%. The facility includes a credit spread adjustment of 0.10% in addition to the applicable margin. The applicable margin for base rate and Canadian Prime
Rate loans is 0.50%. The applicable margins are subject to one step down of 0.25% or one step up of 0.25% based on the Company's leverage ratio and excess
availability from the prior quarter. The ABL Facility requires the payment of a commitment fee on the unused available borrowings of 0.20% annually. As of June 30,
2024, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.32%. Refer to
Note 12 for a detailed discussion of interest rate management.
On February 26, 2024, WSI entered into an amendment to the ABL Facility (the "Fifth Amendment") to, among other things, change the rate under the ABL
Facility for borrowings denominated in Canadian Dollars from a Canadian Dollar Offered Rate ("CDOR")-based rate to a Canadian Overnight Repo Rate Average
("CORRA")-based rate, subject to certain adjustments specified in the ABL Facility, and to update certain other provisions regarding successor interest rates to
CDOR.
In connection with the Company's pending acquisition of McGrath, on February 27, 2024, WSI and certain other subsidiaries of the Company entered into
an amendment to the ABL Facility (the "Sixth Amendment") to, among other things, (i) permit the incurrences of indebtedness by WSI and certain other subsidiaries
of the Company to finance the McGrath acquisition; (ii) increase the maximum revolving credit facility amount to $4.45 billion, including an increase to the US Facility
of $744.5 million and an increase to the Multicurrency of $5.5 million; and (iii) modify the borrowing base, certain thresholds, basket sizes and default and notice
triggers to account for the increased size of the business and new asset types of WSI and its subsidiaries following the McGrath acquisition. The amendments
contemplated by the Sixth Amendment will not become effective until the closing of the McGrath acquisition.
Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate revolver commitments and (ii) the
borrowing base ("Line Cap"). At June 30, 2024, the Line Cap was $3.2 billion and the Company had $1.8 billion of available borrowing capacity under the ABL
Facility, including $1.6 billion under the US Facility and $195.1 million under the Multicurrency Facility. Borrowing capacity under the ABL Facility is made available
for up to $220.0 million letters of credit and $220.0 million swingline loans. At June 30, 2024, the available capacity was $199.2 million of letters of credit and
$217.4 million of swingline loans. At June 30, 2024, letters of credit and bank guarantees carried fees of 1.625%. The Company had issued $20.8 million of standby
letters of credit under the ABL Facility at June 30, 2024.
The Company had approximately $1.4 billion of outstanding borrowings under the ABL Facility at June 30, 2024. Debt issuance costs of $22.9 million and
$26.8 million were presented as direct reductions of the corresponding liabilities at June 30, 2024 and December 31, 2023, respectively.
The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of WSI and the Company’s other
subsidiaries that are borrowers or guarantors under the ABL Facility (collectively the “ABL Loan Parties”), subject to customary exclusions.
17
Senior Secured Notes
The 2025 Secured Notes mature on June 15, 2025. At June 30, 2024, the 2025 Secured Notes were classified as long-term on the Condensed
Consolidated Balance Sheet because the Company has the intent and believes it has the ability to refinance this obligation on a long-term basis as demonstrated by
the forecasted available capacity under the ABL Facility if other refinancing efforts are unsuccessful or uneconomical.
On June 28, 2024, WSI completed a private offering of $500.0 million in aggregate principal amount of 6.625% senior secured notes due 2029 (the "2029
Secured Notes") to qualified institutional buyers pursuant to Rule 144A. Proceeds were used to repay approximately $495.0 million of outstanding indebtedness
under the ABL Facility and certain fees and expenses. The 2029 Secured Notes mature on June 15, 2029 and bear interest at a rate of 6.625% per annum. Interest
is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2024. Unamortized deferred financing costs pertaining to the 2029
Secured Notes were $6.9 million as of June 30, 2024.
The 2025 Secured Notes, 2028 Secured Notes, 2029 Secured Notes and 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally
guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”). WillScot is not a guarantor of the Secured Notes. The Note Guarantors are
guarantors or borrowers under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will
also be released from obligations under the Secured Notes. The Secured Notes and related guarantees are secured by a second priority security interest in
substantially the same assets of WSI and the Note Guarantors securing the ABL Facility. Upon the repayment of the 2025 Secured Notes and the 2028 Secured
Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes and the 2031 Secured Notes
(other than certain permitted), the collateral securing the 2029 Secured Notes and the 2031 Secured Notes will be released and the 2029 Secured Notes and the
2031 Secured Notes will become unsecured subject to satisfaction of customary conditions.
Finance Leases
The Company maintains finance leases primarily related to transportation-related equipment. At June 30, 2024 and December 31, 2023, obligations under
finance leases were $129.6 million and $117.1 million, respectively. Refer to Note 5 for further information.
The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of June 30, 2024.
NOTE 10 – Equity
Common Stock
In connection with the stock compensation vesting and stock option exercises described in Note 14, the Company issued 660,338 shares of Common
Stock during the six months ended June 30, 2024.
Stock Repurchase Program
In May 2023, the Board of Directors approved a reset of the share repurchase program authorizing the Company to repurchase up to $1.0 billion of its
outstanding shares of Common Stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing
and exact amount of any repurchases will depend on various factors, including market pricing, business, legal, accounting, and other considerations.
During the six months ended June 30, 2024, the Company repurchased 2,035,513 shares of Common Stock for $78.7 million, excluding excise tax. As of
June 30, 2024, $419.5 million of the authorization for future repurchases of the Common Stock remained available.
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2024 and 2023 were as follows:
Foreign currency Unrealized gains on
(in thousands) translation hedging activities Total
Balance at December 31, 2023 $ (56,031) $ 3,263 $ (52,768)
Other comprehensive (loss) income before reclassifications (5,548) 18,807 13,259
Reclassifications from AOCI to income — (5,267) (5,267)
Balance at March 31, 2024 (61,579) 16,803 (44,776)
Other comprehensive (loss) income before reclassifications (4,154) 7,247 3,093
Balance at June 30, 2024 $ (65,733) $ 18,427 $ (47,306)
18
Foreign currency Unrealized gains on
(in thousands) translation hedging activities Total
Balance at December 31, 2022 $ (70,122) $ — $ (70,122)
Other comprehensive income before reclassifications 7,934 859 8,793
Balance at March 31, 2023 (62,188) (667) (62,855)
Other comprehensive income before reclassifications 5,915 15,761 21,676
Balance at June 30, 2023 $ (56,273) $ 12,164 $ (44,109)
For the three months ended June 30, 2024 and 2023, gains of $5.6 million and $2.9 million, respectively, were reclassified from AOCI into the condensed
consolidated statements of operations within interest expense related to the interest rate swaps. For the six months ended June 30, 2024 and 2023, gains of
$10.9 million and $4.5 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to
the interest rate swaps. The interest rate swaps are discussed in Note 12. Associated with these reclassifications, the Company recorded a tax benefit of $1.6
million and tax expense of $0.7 million for the three months ended June 30, 2024 and 2023, respectively, and tax expense of $3.0 million and $1.1 million for the six
months ended June 30, 2024 and 2023, respectively.
NOTE 11 – Income Taxes

The Company recorded $13.9 million of income tax benefit from continuing operations and $3.2 million of income tax expense from continuing operations
for the three and six months ended June 30, 2024, respectively, and $31.6 million and $62.1 million of income tax expense from continuing operations for the three
and six months ended June 30, 2023, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2024 was 22.9% and 25.4%,
respectively. The Company's effective tax rate for the three and six months ended June 30, 2023 was 26.5% and 27.5%, respectively.
The effective tax rate for the three and six months ended June 30, 2024 differed from the US federal statutory rate of 21% primarily due to state and
provincial taxes and non-deductible executive compensation, partially offset by a discrete tax benefit related to employee stock vesting. The effective tax rate for the
three and six months ended June 30, 2023 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and an add-back for non-
deductible executive compensation.
NOTE 12 - Derivatives
In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $750.0 million in aggregate notional
amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and
makes payments based on a weighted average fixed interest rate of 3.44% on the notional amount.
In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $500.0 million in aggregate notional
amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and
makes payments based on a weighted average fixed interest rate of 3.70% on the notional amount.
The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by
fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027. The floating rate that the Company receives under the
terms of these swap agreements was 5.35% at June 30, 2024.
The location and the fair value of derivative instruments designated as hedges were as follows:
(in thousands) Balance Sheet Location June 30, 2024 December 31, 2023
Cash Flow Hedges:
Interest rate swaps Prepaid expenses and other current assets $ 17,124 $ 9,145
Interest rate swaps Other non-current assets $ 7,894 $ —
Interest rate swaps Other non-current liabilities $ — $ (4,595)
The fair value of the interest rate swaps was based on dealer quotes of market forward rates, which are Level 2 inputs on the fair value hierarchy (see Note
13), and reflected the amount that the Company would receive or pay as of June 30, 2024 for contracts involving the same attributes and maturity dates.
19
The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI
and the Company’s condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023:
(in thousands) 2024 2023
Gain recognized in OCI $ 31,104 $ 20,666
Location of gain recognized in income Interest expense, net Interest expense, net
Gain reclassified from AOCI into income $ (10,890) $ (4,456)
NOTE 13 - Fair Value Measures

The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale. The Company utilizes the following accounting guidance for the three levels of inputs that may be used to
measure fair value:
Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions
The Company has assessed that the fair values of cash and short-term deposits, marketable securities, trade receivables, trade payables, and other
current liabilities approximate their carrying amounts. The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental
equipment, property, plant and equipment, goodwill, intangible assets and certain other assets. Based on the borrowing rates currently available for bank loans with
similar terms and average maturities, the fair values of finance leases at June 30, 2024 and December 31, 2023 approximate their respective book values. The
carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates.
The fair values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes are based on their last trading
price at the end of each period obtained from a third party. The following table shows the carrying amounts and fair values of these financial liabilities measured
using Level 2 inputs:
June 30, 2024 December 31, 2023
(in thousands) Carrying Amount Fair Value Carrying Amount Fair Value
2025 Secured Notes $ 523,988 $ 526,247 $ 522,735 $ 527,021
2028 Secured Notes 495,034 472,225 494,500 474,285
2029 Secured Notes 493,094 504,040 — —
2031 Secured Notes 494,013 514,970 493,709 528,075
Total $ 2,006,129 $ 2,017,482 $ 1,510,944 $ 1,529,381
As of June 30, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes
included $2.5 million, $5.0 million, $6.9 million, and $6.0 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the
corresponding liability. As of December 31, 2023, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included
$3.8 million, $5.5 million, and $6.3 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.
The location and the fair value of derivative assets and liabilities in the condensed consolidated balance sheets are disclosed in Note 12.
NOTE 14 - Stock-Based Compensation

Stock-based compensation expense includes grants of stock options, time-based restricted stock units ("Time-Based RSUs") and performance-based
restricted stock units ("Performance-Based RSUs," together with Time-Based RSUs, the "RSUs"). In addition, stock-based payments to non-executive directors
include grants of restricted stock awards ("RSAs"). Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise
price, if any, of the award and the fair market value of WillScot's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo
simulation model to reflect the impact of the Performance-Based RSU's market condition. The probability of satisfying a market condition is considered in the
estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the
requisite service has been provided.
20
Restricted Stock Awards
The following table summarizes the Company's RSA activity for the six months ended June 30, 2024 and 2023:
2024 2023
Weighted-Average Weighted-Average
Number of Shares Grant Date Fair Value Number of Shares Grant Date Fair Value
Outstanding at beginning of period 28,946 $ 44.44 35,244 $ 37.17
Granted 32,332 $ 38.20 25,483 $ 44.59
Vested (25,483) $ 44.59 (35,244) $ 37.17
Outstanding at end of period 35,795 $ 38.69 25,483 $ 44.59
Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million for both the three months
ended June 30, 2024 and 2023. Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.6 million for
both the six months ended June 30, 2024 and 2023. At June 30, 2024, unrecognized compensation cost related to RSAs totaled $1.2 million and was expected to
be recognized over the remaining weighted average vesting period of 0.9 years.
Time-Based RSUs
The following table summarizes the Company's Time-Based RSU activity for the six months ended June 30, 2024 and 2023:
2024 2023
Granted 273,524 $ 48.68 213,388 $ 50.74
Forfeited (12,906) $ 44.47 (43,486) $ 34.67
Vested (223,566) $ 33.31 (281,153) $ 22.40
Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $2.7 million and
$2.2 million for the three months ended June 30, 2024 and 2023, respectively. Compensation expense for Time-Based RSUs recognized in SG&A on the
condensed consolidated statements of operations was $5.0 million and $4.0 million for the six months ended June 30, 2024 and 2023, respectively. At June 30,
2024, unrecognized compensation cost related to Time-Based RSUs totaled $21.9 million and was expected to be recognized over the remaining weighted average
vesting period of 2.5 years.
Performance-Based RSUs
The following table summarizes the Company's Performance-Based RSU award activity for the six months ended June 30, 2024 and 2023:
2024 2023
Outstanding at beginning of period 1,939,691 $ 42.95 1,894,250 $ 33.67
Granted 295,833 $ 66.60 376,826 $ 69.52
Forfeited (9,965) $ 46.18 (985) $ 69.52
Vested (353,323) $ 39.10 (181,319) $ 16.82
Outstanding at end of period 1,872,236 $ 47.40 2,088,772 $ 41.54
Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $6.6 million and
$6.9 million for the three months ended June 30, 2024 and 2023, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A on the
condensed consolidated statements of operations was $13.1 million and $12.7 million for the six months ended June 30, 2024 and 2023, respectively. At June 30,
2024, unrecognized compensation cost related to Performance-Based RSUs totaled $41.4 million and was expected to be recognized over the remaining weighted
average vesting period of 1.5 years.
21
Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as
compared to the TSR of the constituents in the S&P 400 index at the grant date over the performance period of three years. The target number of RSUs may be
adjusted from 0% to 200% based on the TSR attainment levels defined by the Company's Compensation Committee. The 100% target payout is tied to performance
at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 200% (for performance above the 85% percentile).
For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common
Stock at annual measurement dates over performance periods of 4.5 years to 4.8 years. The target number of RSUs may be adjusted from 0 to 1,333,334 based on
the stock price attainment levels defined by the Company's Compensation Committee. The target payout for the 555,790 Performance-Based RSUs is tied to a
stock price of $47.50, with a payout ranging from 0 RSUs (for a stock price less than $42.50) to 1,333,334 RSUs (for a stock price of $60.00 or greater).
Stock Options
The following table summarizes the Company's stock option activity for the six months ended June 30, 2024:
Exercise Price per Converted Exercise Price per
WillScot Options Share Mobile Mini Options Share
Exercised — $ — (7,093) $ 17.04
Fully vested and exercisable options, June 30, 2024 534,188 $ 13.60 822,153 $ 12.82
The following table summarizes the Company's stock option activity for the six months ended June 30, 2023:
Exercise Price per Converted Mobile Mini Exercise Price per
WillScot Options Share Options Share
Exercised — $ — (29,335) $ 14.06
Fully vested and exercisable options, June 30, 2023 534,188 $ 13.60 834,941 $ 12.87
NOTE 15 - Commitments and Contingencies

The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business. The Company assesses these
matters on a case-by-case basis as they arise and establishes reserves as required. As of June 30, 2024, with respect to these outstanding matters, the Company
believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated
financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.
22
NOTE 16 - Earnings (Loss) Per Share
The following table reconciles the weighted average shares outstanding for the basic earnings per share calculation to the weighted average shares
outstanding for the diluted earnings per share calculation:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2024 2023 2024 2023
Numerator:
(Loss) income from continuing operations $ (46,851) $ 87,729 $ 9,389 $ 164,000
Income from discontinued operations — — — 134,613
Net (loss) income $ (46,851) $ 87,729 $ 9,389 $ 298,613
Denominator:
Weighted average Common Shares outstanding – basic 189,680 200,947 189,909 204,636
Dilutive effect of shares outstanding
RSAs — 16 19 21
Time-based RSUs — 242 186 309
Performance-based RSUs — 2,148 1,354 2,274
Stock Options — 973 942 993
Weighted average Common Shares outstanding – dilutive 189,680 204,326 192,410 208,233
The following common shares that the Company may be obligated to issue were excluded from the computation of dilutive EPS because their effect would
have been anti-dilutive:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2024 2023 2024 2023
RSAs 36 — — —
Time-based RSUs 656 210 342 211
Performance-based RSUs 1,872 373 661 187
Stock Options 1,356 — — —
Total anti-dilutive shares 3,920 583 1,003 398
NOTE 17 - Restructuring
In June 2024, the Company implemented a cost-reduction plan to be completed by the end of 2024. During the six months ended June 30, 2024,
restructuring costs incurred under this plan included employee termination costs of $6.2 million. The following is a summary of the activity in the Company’s
restructuring accruals for the six months ended June 30, 2024:
(in thousands) 2024
Beginning balance $ —
Charges 6,206
Cash payments (513)
Ending balance $ 5,693
23
ITEM 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand
WillScot Holdings Corporation ("WillScot") operations and our present business environment. MD&A is provided as a supplement to, and should be read in
conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1 of this report. The discussion of results of operations in
this MD&A is presented on a historical basis, as of or for the three and six months ended June 30, 2024 or prior periods.
On January 31, 2023, the Company completed the sale of its former United Kingdom ("UK") Storage Solutions segment. This MD&A presents the historical
financial results of the former UK Storage Solutions segment as discontinued operations for all periods presented.
On July 29, 2024, the Company amended and restated its certificate of incorporation to effect a change of the Company’s name from “WillScot Mobile Mini
Holdings Corp.” to “WillScot Holdings Corporation."
The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). We use
certain non-GAAP financial metrics to supplement the GAAP reported results to highlight key operational metrics that are used by management to evaluate
Company performance. Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the Reconciliation of Non-GAAP
Financial Measures section of MD&A.
Executive Summary
We are a leading business services provider specializing in innovative and flexible turnkey temporary space solutions. We service diverse end markets
across all sectors of the economy throughout the United States ("US"), Canada, and Mexico. As of June 30, 2024, our branch network included approximately 260
branch locations and additional drop lots to service our over 85,000 customers. We offer our customers an extensive selection of “Ready to Work” temporary space
solutions with over 152,000 modular space units and over 206,000 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 leases, is
approximately 38 months. We complement our core leasing business by selling both new and used units, allowing us to leverage scale, achieve purchasing benefits
and redeploy capital employed in our lease fleet.
Our customers operate in a diversified set of end markets, including construction, commercial and industrial, retail and wholesale trade, energy and natural
resources, education, government and institutions and healthcare. Core to our operating model is the ability to redeploy standardized assets across end markets.
We track several market leading indicators 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 86% of our revenues for the six months ended June 30, 2024.
We remain focused on our core priorities of growing leasing revenues by increasing units on rent, both organically and through our acquisition strategy,
delivering “Ready to Work” turnkey solutions to our customers with value added products and services ("VAPS"), and continually improving the overall customer
experience.
Significant Developments
On January 28, 2024, we entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath"). Upon
shares of the Company’s common stock. Under the terms of the Merger Agreement, we expect McGrath’s shareholders will own approximately 12.6% of the
Company following the McGrath acquisition. The McGrath acquisition has been approved by the Company's and McGrath’s respective boards of directors and
24
In connection with the Merger Agreement, we entered into a commitment letter dated January 28, 2024, which was amended and restated on June 13,
2024 and modified by a Notice of Reduction of Bridge Commitments on June 28, 2024 (the "Commitment Letter"), pursuant to which certain financial institutions
have committed to make available, in accordance with the terms of the Commitment Letter, (i) a $500 million eight-year senior secured bridge credit facility and (ii)
an upsize to the existing $3.7 billion ABL Facility (as defined below) of Williams Scotsman, Inc., a subsidiary of the Company ("WSI"), by $750 million to $4.5 billion
to repay McGrath's existing unsecured revolving lines of credit and notes, fund the cash portion of the consideration, and pay the fees, costs and expenses incurred
in connection with the McGrath acquisition and the related transactions.
We recorded $22.9 million and $35.2 million in legal and professional fees primarily related to the acquisition of McGrath within selling, general and
administrative expense ("SG&A") during the three and six months ended June 30, 2024, respectively.
Financing Activities
On June 28, 2024, WSI completed a private offering of $500.0 million in aggregate principal amount of 6.625% senior secured notes due 2029 (the "2029
Secured Notes") to qualified institutional buyers pursuant to Rule 144A. Proceeds were used to repay approximately $495.0 million of outstanding indebtedness
under the ABL Facility and certain fees and expenses.
Mobile Mini Trade Name Impairment
In the second quarter of 2024, we determined that a review of the carrying value of the Mobile Mini trade name was necessary based on the Company's
plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name. As of June 30, 2024, the Mobile Mini trade name was
tested for impairment using the relief from royalty valuation method. After determining the estimated fair value, we recorded an impairment charge of $132.5 million
during the three months ended June 30, 2024. This non-cash charge was recorded to impairment loss on intangible asset on the consolidated statement of
operations. As of June 30, 2024, the remaining net book value of the Mobile Mini trade name was $31.5 million, which will be amortized over a remaining useful life
of approximately 3.1 years.
Asset Acquisitions
During the six months ended June 30, 2024, we acquired certain assets and assumed certain liabilities of three local storage and modular companies,
which consisted primarily of approximately 600 storage units and 800 modular units, for $70.6 million. As of the acquisition dates, the fair value of rental equipment
acquired was $67.7 million.
Share Repurchases
During the six months ended June 30, 2024, we repurchased 2,035,513 shares of Common Stock for $78.7 million, excluding excise tax. As of June 30,
2024, $419.5 million of the authorization for future repurchases of the Common Stock remained available. Given that we believe our free cash flow is predictable, we
believe that repurchases will be a recurring capital allocation priority.
Interest Rate Swap Agreements
In January 2024, we entered into two interest rate swap agreements with financial counterparties relating to $500.0 million in aggregate notional amount of
variable-rate debt under the ABL Facility. Under the terms of the agreements, we receive a floating rate equal to one-month term SOFR and make payments based
on a weighted average fixed interest rate of 3.70% on the notional amount. The swap agreements were designated and qualified as hedges of our exposure to
changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027.
Segment Reporting
In January 2024, we completed the unification of our go-to market structure by integrating our modular and storage divisions under a single leadership
team organized by metropolitan statistical area (MSA), which enables us to consistently deliver our portfolio of solutions to our entire customer base. In connection
with this change in operating model, we realigned the composition of our operating and reportable segments. As a result, we concluded that our two operating
segments (US and Other North America) are aggregated into one reportable segment.
25
Second Quarter Highlights
Three Months Ended June 30,

2024 vs. 2023 Change
(in thousands, except for units on rent and monthly rental rate)1 2024 2023
Revenue $ 604,590 $ 582,089 $ 22,501
(Loss) income from continuing operations $ (46,851) $ 87,729 $ (134,580)
Adjusted EBITDA from continuing operations $ 263,576 $ 261,341 $ 2,235
Capital expenditures for rental equipment $ 65,174 $ 55,581 $ 9,593
Net CAPEX $ 54,733 $ 42,554 $ 12,179
Average modular space units on rent 95,671 98,939 (3,268)
Average modular space utilization rate 62.5 % 64.8 % (230) bps
Average modular space monthly rental rate $ 1,176 $ 1,091 $ 85
Average portable storage units on rent 124,743 155,615 (30,872)
Average portable storage utilization rate 59.2 % 73.3 % (1,410) bps
Average portable storage monthly rental rate $ 263 $ 223 $ 40
1
Effective for the three months ended June 30, 2024, we reclassified approximately 2,000 units that were previously reported as modular space units on rent to
portable storage units on rent as these units are generally used in a dry storage application. Additionally, based on our segment realignment, we have conformed
our VAPS presentation to include all VAPS not specific to portable storage orders as modular space VAPS and recalculated average monthly rental rates. This
treatment is consistent with prior treatment in our previous Modular Segment. All historical product operating key performance indicators have been recast to be
presented on a comparable basis for all periods.
For the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, results and key drivers of our financial performance included:
• Total revenues increased $22.5 million, or 3.9%. Leasing revenue increased $9.3 million, or 2.1%, new unit sales revenue increased $12.4 million, or
137.4%, and rental unit sales increased $5.5 million, or 49.6%. These increases were partially offset by a decrease in delivery and installation revenue of
$4.6 million, or 4.1%.
• Modular product revenue, which represented 77.8% of consolidated revenue for the three months ended June 30, 2024, increased $32.6 million,
or 7.5%, to $470.4 million. The increase was driven by our core leasing revenue, which increased $12.3 million, or 3.6%, due to continued growth
of pricing and VAPS, as well as increased delivery and installation revenue, which increased $2.0 million, or 2.4%. Rental unit sales increased
$5.4 million, or 64.8%, and new unit sales increased $12.9 million, or 170.2%.
Modular revenue drivers for the three months ended June 30, 2024 included:
• Modular space average monthly rental rate increased $85, or 7.8%, year over year to $1,176 representing a continuation of the long-term
price optimization and VAPS penetration opportunities across our portfolio.
• Average modular space units on rent decreased 3,268, or 3.3%, year over year.
• Average modular space monthly utilization decreased 230 basis points ("bps") to 62.5%.
• Storage product revenue, which represented 22.2% of consolidated revenue for the three months ended June 30, 2024, decreased $10.1 million,
or 7.0%, to $134.1 million. The decrease was driven by delivery and installation revenue, which decreased $6.6 million, or 22.1%, driven reduced
delivery volumes, as well as a decrease in core leasing revenue of $3.0 million, or 2.8%, driven by reduced portable storage container volumes,
partially offset by increased rates on portable storage containers and increased revenue from acquired climate-controlled containers and
refrigerated storage units. Rental unit sales remained flat at $2.7 million, and new unit sales decreased $0.5 million, or 37.8%. Storage revenue
drivers for the three months ended June 30, 2024 included:
• Portable storage average monthly rental rate increased $40, or 17.9%, year over year to $263 as a result of our price management tools,
processes and benefits from increased VAPS penetration opportunities, as well as higher rates on the climate-controlled containers and
refrigerated storage units acquired in 2023 and 2024.
• Average portable storage units on rent decreased 30,872, or 19.8%, year over year driven by lower demand for the three months ended
June 30, 2024. The lower demand was driven largely by decreased new construction project starts over the past year as compared to
higher activity levels experienced during 2021 and 2022 and less demand in the retail and wholesale trade customer segment.
• Average portable storage monthly utilization decreased 14.1% to 59.2% for the three months ended June 30, 2024, as compared to the
three months ended June 30, 2023.
26
• Generated a loss from continuing operations of $46.9 million for the three months ended June 30, 2024, which included discrete costs in the period of
$165.5 million, including a $132.5 million impairment loss on intangible asset, $22.9 million of legal and professional fees primarily related to the acquisition
of McGrath, $3.1 million of integration costs, and $6.2 million of lease impairment expense, restructuring, and other related charges primarily related to
employee termination costs as a result of a cost-reduction plan implemented in June 2024. Gross profit margin for the three months ended June 30, 2024
was 54.1%.
• Generated Adjusted EBITDA from continuing operations of $263.6 million for the three months ended June 30, 2024, representing an increase of $2.2
million, or 1%, as compared to the same period in 2023.
• Adjusted EBITDA margin from continuing operations was 43.6% for the three months ended June 30, 2024 and decreased 130 bps versus prior
year. Leasing margins increased 51 bps versus prior year and delivery and installation margins decreased 291 bps versus prior year.
• Net cash provided by operating activities decreased $26.5 million to $175.6 million for the three months ended June 30, 2024. Net cash used in investing
activities, excluding cash used for acquisitions, increased by $12.6 million. Capital expenditures for rental equipment increased $9.6 million for the three
months ended June 30, 2024 as a result of increased new fleet purchases, including additional investment in climate-controlled containers and refrigerated
storage units. Purchases of property, plant, and equipment increased $1.8 million for the three months ended June 30, 2024. Proceeds from the sale of
rental equipment decreased $1.0 million. Net CAPEX increased $12.1 million for the three months ended June 30, 2024.
• Generated Free Cash Flow of $120.9 million for the three months ended June 30, 2024, representing a decrease of $38.7 million as compared to the same
period in 2023. We deployed this Free Cash Flow to acquire two local providers of storage and modular space solutions with portfolios of approximately
500 storage units and 30 modular units for $29.6 million. We returned $78.7 million to shareholders through stock repurchases, reducing outstanding
Common Stock by 2,035,513 shares.
• We believe the predictability of our Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic
opportunities we see in the market, maintaining leverage in our stated range, opportunistically executing accretive acquisitions, and returning capital to
shareholders.
In addition to using GAAP financial measurements, we use Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Gross Profit, Adjusted Gross Profit
Margin, Net CAPEX and Free Cash Flow, which are non-GAAP financial measures, to evaluate our operating results. As such, we include in this Form 10-Q
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" and "Liquidity
and Capital Resources".
27
Consolidated Results of Operations
Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023
Our condensed consolidated statements of operations for the three months ended June 30, 2024 and 2023 are presented below.
Three Months Ended June 30, 2024 vs. 2023
(in thousands) $ Change
2024 2023
Revenues:
Leasing $ 458,592 $ 449,320 $ 9,272
Delivery and installation 108,147 112,754 (4,607)
Sales revenue:
New units 21,378 9,004 12,374
Rental units 16,473 11,011 5,462
Total revenues 604,590 582,089 22,501
Costs:
Leasing 98,248 98,556 (308)
Delivery and installation 81,170 81,349 (179)
Costs of sales:
New units 13,358 4,795 8,563
Rental units 9,085 5,067 4,018
Depreciation of rental equipment 75,611 64,450 11,161
Gross profit 327,118 327,872 (754)
Selling, general and administrative 174,610 146,810 27,800
Other depreciation and amortization 18,135 17,346 789
Impairment loss on intangible asset 132,540 — 132,540
Lease impairment expense and other related charges, net (23) — (23)
Restructuring costs 6,206 — 6,206
Currency (gains) losses, net (42) 14 (56)
Other expense (income), net 924 (2,838) 3,762
Operating (loss) income (5,232) 166,540 (171,772)
Interest expense, net 55,548 47,246 8,302
(Loss) income from continuing operations before income tax (60,780) 119,294 (180,074)
Income tax (benefit) expense from continuing operations (13,929) 31,565 (45,494)
(Loss) income from continuing operations $ (46,851) $ 87,729 $ (134,580)
Comparison of Three Months Ended June 30, 2024 and 2023

Revenue: Total revenue increased $22.5 million, or 3.9%, to $604.6 million for the three months ended June 30, 2024 from $582.1 million for the three
months ended June 30, 2023. Leasing revenue increased $9.3 million, or 2.1%, as compared to the same period in 2023, driven by improved pricing and value
added products penetration, partially offset by a decrease of 34,140 average total units on rent, which was primarily driven by a decrease in portable storage
containers on rent. Delivery and installation revenues decreased $4.6 million, or 4.1%, due to decreased deliveries and returns. Rental unit sales increased $5.5
million, or 49.6%, primarily driven by a single large project in the quarter, and new unit sales increased $12.4 million, or 137.4%, primarily related to sales activity
from a company we acquired in the third quarter of 2023.
Total average units on rent for the three months ended June 30, 2024 and 2023 were 220,414 and 254,554, respectively, representing a decrease of
34,140 units, or 13.4%. Portable storage average units on rent decreased by 30,872 units, or 19.8%, for the three months ended June 30, 2024 driven by lower
demand in 2024. The lower demand was driven largely by decreased new construction project starts over the past year as compared to higher activity levels
experienced during 2021 and 2022 and less demand in the retail and wholesale trade customer segment. The average portable storage
28
unit utilization rate during the three months ended June 30, 2024 was 59.2% as compared to 73.3% during the same period in 2023. Modular space average units
on rent decreased 3,268 units, or 3.3%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, which was also driven
largely by decreased new construction project starts over the past year as compared to higher activity levels experienced during 2021 and 2022. The average
modular space unit utilization rate during the three months ended June 30, 2024 was 62.5% as compared to 64.8% during the same period in 2023.
Modular space average monthly rental rates increased 7.8% year over year to $1,176 for the three months ended June 30, 2024. Increases were driven by
a continuation of the long-term price optimization and VAPS penetration opportunities. Average portable storage monthly rental rates increased 17.9% year over
year to $263 for the three months ended June 30, 2024 as a result of our price management tools, processes and benefits from increased VAPS penetration
opportunities, as well as higher rates on the climate-controlled containers and refrigerated storage units acquired in 2023 and 2024.
Gross profit: Gross profit decreased $0.8 million, or 0.2%, to $327.1 million for the three months ended June 30, 2024 from $327.9 million for the three
months ended June 30, 2023. The decrease in gross profit was a result of decreased delivery and installation gross profit of $4.4 million and increased depreciation
expense of $11.2 million, and was partially offset by a $9.6 million increase in leasing gross profit and a $5.3 million increase in new and rental unit sales gross
profit. The increase in leasing gross profit was primarily a result of increased revenues due to favorable average monthly rental rates including VAPS across both
portable storage and modular space units, which offset lower unit on rent volumes. Cost of leasing and services decreased by $0.5 million, or 0.3%, for the three
months ended June 30, 2024 versus the three months ended June 30, 2023, driven by a decrease in subcontractors costs of $4.8 million, or 7.5%, and a decrease
in materials costs of $2.6 million, or 9.8%. These decreased costs were partially offset by an increase in labor costs of $5.8 million, or 9.0%. Cost of sales increased
by $12.6 million, or 127.6%, which is directionally in line with increased sales revenues of 89.1% for the three months ended June 30, 2024.
Our resulting gross profit percentage was 54.1% and 56.3% for the three months ended June 30, 2024 and 2023, respectively. Our adjusted gross profit
percentage, excluding the effects of depreciation, was 66.6% and 67.4% for the three months ended June 30, 2024 and 2023, respectively. The decreases, as
referenced above, were mainly driven by lower utilization rates, specifically on portable storage products.
SG&A: Selling, general and administrative expense ("SG&A") increased $27.8 million, or 18.9%, to $174.6 million for the three months ended June 30,
2024, compared to $146.8 million for the three months ended June 30, 2023. Discrete expenses for certain one-time projects, primarily legal and professional fees
related to the acquisition of McGrath, increased $21.8 million. Real estate and occupancy costs increased $4.7 million, or 22.8%. Employee SG&A excluding stock
compensation increased $4.9 million, or 7.8%, primarily as a result of increased salaries and wages. Stock based compensation increased $0.3 million, or 2.8%.
These increased costs were partially offset by a $2.1 million decrease in service agreements and professional fees.
Adjusted EBITDA: Adjusted EBITDA increased $2.2 million, or 1%, to $263.6 million for the three months ended June 30, 2024 from $261.3 million for the
three months ended June 30, 2023. The increase was driven by a $9.6 million increase in leasing gross profit and a $5.3 million increase in new and used sales
gross profit as discussed above, partially offset by decreased delivery and installation gross profit of $4.4 million and increased SG&A, excluding discrete costs, of
$4.9 million, or 3.6%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.
Other depreciation and amortization: Other depreciation and amortization increased $0.8 million to $18.1 million for the three months ended June 30,
2024 compared to $17.3 million for the three months ended June 30, 2023.
Impairment loss on intangible asset: Impairment loss on intangible asset was $132.5 million for the three months ended June 30, 2024 related to the
impairment of the Mobile Mini trade name due to our plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.
Restructuring costs: Restructuring costs of $6.2 million for the three months ended June 30, 2024 were primarily due to employee termination costs as a
result of a cost-reduction plan implemented in June 2024.
Currency (gains) losses, net: Currency (gains) losses, net decreased by $0.1 million for the three months ended June 30, 2024 as compared to the three
months ended June 30, 2023.
Other expense (income), net: Other expense, net was $0.9 million for the three months ended June 30, 2024 compared to other income, net of $2.8
million for the three months ended June 30, 2023. This change was primarily attributable to insurance recoveries received in 2023 related to Hurricane Ian in the
Gulf Coast area of the United States in 2022.
Interest expense, net: Interest expense increased $8.3 million, or 17.6%, to $55.5 million for the three months ended June 30, 2024 from $47.2 million for
the three months ended June 30, 2023. The increase in interest expense was a result of higher overall weighted average interest rates as a result of increased
benchmark rates and higher outstanding debt balances. See Note 9 to the condensed consolidated financial statements for further discussion of our debt.
29
Income tax (benefit) expense: Income tax benefit was $13.9 million for the three months ended June 30, 2024 compared to income tax expense of $31.6
million for the three months ended June 30, 2023, a change of $45.5 million. The change was primarily driven by a decrease in income from continuing operations
before income tax for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023.
Capital Expenditures for Rental Equipment: Capital expenditures for rental equipment increased $9.6 million, or 17.3%, to $65.2 million for the three
months ended June 30, 2024 from $55.6 million for the three months ended June 30, 2023 as a result of increased refurbishment spending and new fleet
purchases, including additional investment in climate-controlled containers and refrigerated storage units. Net CAPEX increased $12.1 million, or 28.4%, to $54.7
million for the three months ended June 30, 2024 from $42.6 million for the three months ended June 30, 2023 driven by the increase in capital expenditures for
rental equipment as described above, as well as by a $1.8 million increase in purchases of property, plant and equipment, and a $1.0 million decrease in proceeds
from the sale of rental equipment for the three months ended June 30, 2024.
30
Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023
Our condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023 are presented below.
(in thousands) 2024 vs. 2023 $ Change
2024 2023
Revenues:
Leasing $ 919,193 $ 889,271 $ 29,922
Delivery and installation 208,509 219,384 (10,875)
Sales revenue:
New units 34,877 19,661 15,216
Rental units 29,192 19,241 9,951
Total revenues 1,191,771 1,147,557 44,214
Costs:
Leasing 200,642 196,071 4,571
Delivery and installation 159,012 156,356 2,656
Costs of sales:
New units 21,631 11,003 10,628
Rental units 15,961 9,521 6,440
Depreciation of rental equipment 150,519 123,606 26,913
Gross profit 644,006 651,000 (6,994)
Selling, general and administrative 342,178 297,680 44,498
Other depreciation and amortization 36,055 34,519 1,536
Impairment loss on intangible asset 132,540 — 132,540
Lease impairment expense and other related charges, net 723 22 701
Restructuring costs 6,206 — 6,206
Currency losses, net 35 6,789 (6,754)
Other expense (income), net 1,555 (6,197) 7,752
Operating income 124,714 318,187 (193,473)
Interest expense, net 112,136 92,112 20,024
Income from continuing operations before income tax 12,578 226,075 (213,497)
Income tax expense from continuing operations 3,189 62,075 (58,886)
Income from continuing operations 9,389 164,000 (154,611)
Discontinued operations:
Income from discontinued operations before income tax — 4,003 (4,003)
Gain on sale of discontinued operations — 176,078 (176,078)
Income tax expense from discontinued operations — 45,468 (45,468)
Income from discontinued operations — 134,613 (134,613)
Net income $ 9,389 $ 298,613 $ (289,224)
31
The following table and discussion summarizes our financial performance for the six months ended June 30, 2024, as compared to the six months ended
June 30, 2023.

2024 vs. 2023 Change
(in thousands, except for units on rent and monthly rental rate)1 2024 2023
Revenue $ 1,191,771 $ 1,147,557 $ 44,214
Income from continuing operations $ 9,389 $ 164,000 $ (154,611)
Adjusted EBITDA from continuing operations $ 511,585 $ 508,183 $ 3,402
Capital expenditures for rental equipment $ 137,591 $ 102,709 $ 34,882
Net CAPEX $ 119,509 $ 88,379 $ 31,130
Average modular space units on rent 95,721 99,271 (3,550)
Average modular space utilization rate 62.5 % 65.3 % (280) bps
Average modular space monthly rental rate $ 1,163 $ 1,062 $ 101
Average portable storage units on rent 128,045 161,548 (33,503)
Average portable storage utilization rate 60.7 % 77.1 % (1,640) bps
Average portable storage monthly rental rate $ 262 $ 218 $ 44
1
Effective for the six months ended June 30, 2024, we reclassified approximately 2,000 units that were previously reported as modular space units on rent to
portable storage units on rent as these units are generally used in a dry storage application. Additionally, based on our segment realignment, we have conformed
our VAPS presentation to include all VAPS not specific to portable storage orders as modular space VAPS and recalculated average monthly rental rates. This
treatment is consistent with prior treatment in our previous Modular Segment. All historical product operating key performance indicators have been recast to be
presented on a comparable basis for all periods.
Comparison of Six Months Ended June 30, 2024 and 2023

Revenue: Total revenue increased $44.2 million, or 3.9%, to $1,191.8 million for the six months ended June 30, 2024 from $1,147.6 million for the six
months ended June 30, 2023. Leasing revenue increased $29.9 million, or 3.4%, as compared to the same period in 2023 driven by improved pricing and value
added products penetration, partially offset by a decrease of 37,053 average total units on rent. Delivery and installation revenues decreased $10.9 million, or 5.0%,
due to decreased deliveries and returns. Rental unit sales increased $10.0 million, or 51.7%, primarily driven by a single large project in the second quarter and
increased overall rental unit sales activity, and new unit sales increased $15.2 million, or 77.4%, primarily related to sales activity from a company we acquired in the
third quarter of 2023.
Total average units on rent for the six months ended June 30, 2024 and 2023 were 223,766 and 260,819, respectively. Modular space average units on
rent decreased 3,550 units, or 3.6%, and portable storage average units on rent decreased by 33,503 units, or 20.7%, for the six months ended June 30, 2024. The
lower demand was driven largely by decreased new construction project starts over the past year as compared to higher activity levels experienced during 2021 and
2022 and less demand in the retail and wholesale trade customer segment. The average modular space unit utilization rate during the six months ended June 30,
2024 was 62.5% as compared to 65.3% during the same period in 2023. The average portable storage unit utilization rate during the six months ended June 30,
2024 was 60.7%, as compared to 77.1% during the same period in 2023.
Modular space average monthly rental rates increased 9.5% to $1,163 for the six months ended June 30, 2024. Increases were driven by a continuation of
the long-term price optimization and VAPS penetration opportunities. Average portable storage monthly rental rates increased 20.2% to $262 for the six months
ended June 30, 2024 as a result of our price management tools, processes and benefits from increased VAPS penetration opportunities, as well as higher rates on
the climate-controlled containers and refrigerated storage units acquired in 2023 and 2024.
Gross profit: Gross profit decreased $7.0 million, or 1.1%, to $644.0 million for the six months ended June 30, 2024 from $651.0 million for the six months
ended June 30, 2023. The decrease in gross profit was a result of a $26.9 million increase in depreciation of rental equipment and decreased delivery and
installation gross profit of $13.5 million. These decreases in gross profit were partially offset by a $25.4 million increase in leasing gross profit and increased new
and rental unit sale gross profits of $8.1 million. The increase in leasing gross profit was primarily a result of increased revenues due to favorable average monthly
rental rates including VAPS across both portable storage and modular space units, which offset lower unit on rent volumes. Cost of leasing and services increased
by $7.2 million, or 2.0%, for the six months ended June 30, 2024 versus the six months ended June 30, 2023, driven by a $18.4 million, or 14.7%, increase in labor
cost and a $4.4 million, or 9.1%, increase in vehicle, equipment and other costs partially offset by a $11.0 million, or 8.7%, decrease in subcontractor costs and a
$4.6 million, or 8.7%, decrease in material costs. Cost of sales increased by $17.1 million, or 83.2%, which is directionally in line with increased sales revenues of
64.7% for the six months ended June 30, 2024.
Our gross profit percentage was 54.0% and 56.7% for the six months ended June 30, 2024 and 2023, respectively. Our gross profit percentage, excluding
the effects of depreciation, was 66.7% and 67.5% for the six months ended June 30,
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2024 and 2023, respectively. The decreases, as referenced above, were mainly driven by lower utilization rates, specifically on portable storage products.
SG&A: SG&A increased $44.5 million, or 14.9%, to $342.2 million for the six months ended June 30, 2024, compared to $297.7 million for the six months
ended June 30, 2023. Discrete expenses for certain one-time projects, primarily legal and professional fees related to the acquisition of McGrath, increased $34.7
million. Real estate and occupancy costs increased $8.5 million, or 20.6%, and employee SG&A excluding stock compensation increased $6.7 million, or 5.1%,
primarily as a result of increased salaries and wages. Stock compensation expense increased $1.2 million to $18.7 million for the six months ended June 30, 2024,
compared to $17.5 million for the six months ended June 30, 2023. These increases were partially offset by a $3.3 million, or 23.3%, decrease in travel costs and a
$2.7 million, or 28.1%, decrease in our provision for credit losses.
Adjusted EBITDA: Adjusted EBITDA increased $3.4 million, or 1%, to $511.6 million for the six months ended June 30, 2024 from $508.2 million for the
six months ended June 30, 2023. The increase was driven by a $25.4 million increase in leasing gross profit as discussed above, partially offset by decreased
delivery and installation gross profit of $13.5 million and increased SG&A, excluding discrete costs, of $8.8 million, or 3.2%, for the six months ended June 30, 2024
compared to the six months ended June 30, 2023.
Other depreciation and amortization: Other depreciation and amortization increased $1.5 million to $36.1 million for the six months ended June 30, 2024
compared to $34.5 million for the six months ended June 30, 2023.
Impairment loss on intangible asset: Impairment loss on intangible asset was $132.5 million for the six months ended June 30, 2024 related to the
impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini
trade name.
Lease impairment expense and other related charges: Lease impairment expense and other related charges increased to $0.7 million for the six
months ended June 30, 2024. These charges were related to the exit of an office property.
Restructuring costs: Restructuring costs of $6.2 million for the six months ended June 30, 2024 were primarily due to employee termination costs as a
result of a cost-reduction plan implemented in June 2024.
Currency losses, net: Currency losses, net decreased by $6.8 million for the six months ended June 30, 2024. This change was primarily attributable to a
$7.7 million loss in 2023 on the settlement of the contingent foreign currency forward contract relating to the sale of the former UK Storage Solutions segment in
January 2023.
Other expense (income), net: Other expense, net was $1.6 million for the six months ended June 30, 2024 compared to other income, net of $6.2 million
for the six months ended June 30, 2023. This change was primarily attributable to insurance recoveries received in 2023 related to Hurricane Ian in the Gulf Coast
area of the United States in 2022.
Interest expense, net: Interest expense increased $20.0 million to $112.1 million for the six months ended June 30, 2024 from $92.1 million for the six
months ended June 30, 2023. The increase in interest expense was a result of higher overall weighted average interest rates as a result of increased benchmark
rates and higher outstanding debt balances. See Note 9 to the condensed consolidated financial statements for further discussion of our debt.
Income tax expense: Income tax expense decreased $58.9 million to $3.2 million for the six months ended June 30, 2024 compared to $62.1 million for
the six months ended June 30, 2023. The decrease in expense was driven by a decrease in income from continuing operations before income tax for the six months
ended June 30, 2024 as compared to the six months ended June 30, 2023.
Income from discontinued operations: Income from discontinued operations for the six months ended June 30, 2023 was related to the former UK
Storage Solutions segment, which was sold January 2023.
Capital Expenditures for Rental Equipment: Capital expenditures for rental equipment increased $34.9 million, or 34.0%, to $137.6 million for the six
months ended June 30, 2024 from $102.7 million for the six months ended June 30, 2023 as a result of increased refurbishment spending and new fleet purchases,
including additional investment in climate-controlled containers and refrigerated storage units. Net CAPEX increased $31.1 million, or 35.2%, to $119.5 million for
the six months ended June 30, 2024 from $88.4 million for the six months ended June 30, 2023 driven by the increase in capital expenditures for rental equipment
as described above. This increase was partially offset by a $5.4 million increase in proceeds from the sale of rental equipment for the six months ended June 30,
2024.
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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 Quarterly Report on Form 10-Q reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures. Set forth below are
definitions and reconciliations to the nearest comparable GAAP measure of certain non-GAAP financial measures used in this Quarterly Report on Form 10-Q along
with descriptions of why we believe these measures provide useful information to investors as well as a description of the limitations of these measures. Each of
these non-GAAP financial measures has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for analysis of, results
reported under GAAP. Our measurements of these metrics may not be comparable to similarly titled measures of other companies.
Adjusted EBITDA
We define EBITDA as net income (loss) plus 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.
• 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.
• Other expenses, 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 performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s
consolidated income from continuing operations to Adjusted EBITDA below. Management believes that evaluating 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 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’s results as reported under GAAP. Some of these limitations are:
• Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs;
• Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our
indebtedness;
• Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;
• Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
• Adjusted EBITDA does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future
operations;
• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the
future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
• Other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as a
measure of cash that will be available to meet our obligations.
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The following table provides unaudited reconciliations of (Loss) income from continuing operations to Adjusted EBITDA from continuing operations:
June 30, June 30,
(in thousands) 2024 2023 2024 2023
(Loss) income from continuing operations $ (46,851) $ 87,729 $ 9,389 $ 164,000
Income tax (benefit) expense from continuing operations (13,929) 31,565 3,189 62,075
Interest expense 55,548 47,246 112,136 92,112
Depreciation and amortization 93,746 81,796 186,574 158,125
Currency (gains) losses, net (42) 14 35 6,789
Restructuring costs, lease impairment expense and other related
charges, net 6,183 — 6,929 22
Impairment loss on intangible asset 132,540 — 132,540 —
Transaction costs 40 — 40 —
Integration costs 3,066 2,247 5,943 6,120
Stock compensation expense 9,614 9,348 18,713 17,498
Other 23,661 1,396 36,097 1,442
Adjusted EBITDA from continuing operations $ 263,576 $ 261,341 $ 511,585 $ 508,183
Adjusted EBITDA Margin

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. Management believes that the presentation of Adjusted EBITDA Margin
provides useful information to investors regarding the performance of our business. The following table provides unaudited reconciliations of Adjusted EBITDA
Margin:
June 30, June 30,
(in thousands) 2024 2023 2024 2023
Adjusted EBITDA from continuing operations (A) $ 263,576 $ 261,341 $ 511,585 $ 508,183
Revenue (B) $ 604,590 $ 582,089 $ 1,191,771 $ 1,147,557
Adjusted EBITDA Margin from Continuing Operations (A/B) 43.6 % 44.9 % 42.9 % 44.3 %
Gross profit (C) $ 327,118 $ 327,872 $ 644,006 $ 651,000
Gross Profit Margin (C/B) 54.1 % 56.3 % 54.0 % 56.7 %
Adjusted Gross Profit and Adjusted Gross Profit Percentage

We define Adjusted Gross Profit as gross profit plus depreciation of rental equipment. Adjusted Gross Profit Percentage is defined as Adjusted Gross Profit
divided by revenue. Adjusted Gross Profit and Adjusted Gross Profit Percentage are not measurements of our financial performance under GAAP and should not be
considered as an alternative to gross profit, gross profit percentage, or other performance measures derived in accordance with GAAP. In addition, our
measurement of Adjusted Gross Profit and Adjusted Gross Profit Percentage may not be comparable to similarly titled measures of other companies. Management
believes that the presentation of Adjusted Gross Profit and Adjusted Gross Profit Percentage provides useful information to investors regarding our results of
operations and assists in analyzing the performance of our business.
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The following table provides unaudited reconciliations of gross profit to Adjusted Gross Profit and gross profit percentage to Adjusted Gross Profit
Percentage:
June 30, June 30,
(in thousands) 2024 2023 2024 2023
Revenue (A) $ 604,590 $ 582,089 $ 1,191,771 $ 1,147,557
Gross profit (B) $ 327,118 $ 327,872 $ 644,006 $ 651,000

Depreciation of rental equipment 75,611 64,450 150,519 123,606
Adjusted Gross Profit (C) $ 402,729 $ 392,322 $ 794,525 $ 774,606
Gross Profit Percentage (B/A) 54.1 % 56.3 % 54.0 % 56.7 %

Adjusted Gross Profit Percentage (C/A) 66.6 % 67.4 % 66.7 % 67.5 %
Net CAPEX
We define Net CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital
Expenditures"), less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which
are all included in cash flows from investing activities. Management believes that the presentation of Net CAPEX provides useful information regarding the net
capital invested in our rental fleet and property, plant and equipment each year to assist in analyzing the performance of our business. As presented below, Net
CAPEX includes amounts for the former UK Storage Solutions segment through January 31, 2023.
The following table provides unaudited reconciliations of Net CAPEX:
June 30, June 30,
(in thousands) 2024 2023 2024 2023
Purchase of rental equipment and refurbishments $ (65,174) $ (55,581) $ (137,591) $ (102,709)
Proceeds from sale of rental equipment 16,473 17,473 30,668 25,254
Net CAPEX for Rental Equipment (48,701) (38,108) (106,923) (77,455)
Purchase of property, plant and equipment (6,247) (4,453) (12,801) (11,189)
Proceeds from sale of property, plant and equipment 215 7 215 265
Net CAPEX $ (54,733) $ (42,554) $ (119,509) $ (88,379)
Liquidity and Capital Resources

Overview
WillScot is a holding company that derives its operating cash flow from its operating subsidiaries. Our principal sources of liquidity include cash flows
generated from operating activities of our subsidiaries, borrowings under our ABL Facility, and sales of debt securities. We have consistently accessed the debt
capital markets both opportunistically and as necessary to support the growth of our business, desired leverage levels, and other capital allocation priorities. We
believe we have ample liquidity in the ABL Facility and are generating substantial free cash flow, which together support both organic operations and other capital
allocation priorities as they arise. We believe that our liquidity sources are sufficient to satisfy our anticipated operating, debt service and capital cash requirements
over the next twelve months and thereafter for the foreseeable future.
We continue to review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the
acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan. In addition, we
will continue to evaluate alternatives to optimize our capital structure, which could include the issuance or repurchase of additional unsecured and secured debt,
equity securities and/or equity-linked securities. There can be no assurance as to the timing of any such issuance or repurchase. If we obtain additional capital by
issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and
other covenants that may significantly restrict our operations. Availability of financing and the associated terms are inherently dependent on the debt and equity
capital markets and subject to change. From time to time, we may also seek to streamline our capital structure and improve our financial position through
refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.
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Our revolving credit facility provides an aggregate principal amount of up to $3.7 billion, consisting of: (i) a senior secured asset-based US dollar revolving
credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”) and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit
facility (the "Multicurrency Facility," and together with the US Facility, the “ABL Facility”). Borrowing availability under the ABL Facility is equal to the lesser of
$3.7 billion and the applicable borrowing bases. The borrowing bases are a function of, among other things, the value of the assets in the relevant collateral pool, of
which our rental equipment represents the largest component. At June 30, 2024, we had $1.8 billion of available borrowing capacity under the ABL Facility.
Cash Flow Comparison of the Six Months Ended June 30, 2024 and 2023
The consolidated statements of cash flows include amounts for the former UK Storage Solutions segment through January 31, 2023. See Note 3 to the
financial statements for disclosure of significant investing items related to the former UK Storage Solutions segment.
The following summarizes our change in cash and cash equivalents for the periods presented:
Six Months Ended
June 30,
(in thousands)
2024 2023
Net cash provided by operating activities $ 384,287 $ 350,920
Net cash (used in) provided by investing activities (193,329) 158,477
Net cash used in financing activities (195,662) (520,257)
Effect of exchange rate changes on cash and cash equivalents
(330) 746
Net change in cash and cash equivalents $ (5,034) $ (10,114)
Cash Flows from Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2024 was $384.3 million as compared to $350.9 million for the six months
ended June 30, 2023, an increase of $33.4 million. The increase was due to a change of $104.2 million in the net movements of the operating assets and liabilities,
partially offset by a decrease of $70.8 million of net income, adjusted for non-cash items.
Cash Flows from Investing Activities
Net cash used in investing activities for the six months ended June 30, 2024 was $193.3 million as compared to $158.5 million of net cash provided by
investing activities for the six months ended June 30, 2023, a $351.8 million increase in net cash used in investing activities. The increase in net cash used in
investing activities resulted from $404.0 million in proceeds from the sale of the former UK Storage Solutions in the six months ended June 30, 2023 and a $34.9
million increase in refurbishment spending and new fleet purchases, including additional investment in climate-controlled containers and refrigerated storage units,
during the six months ended June 30, 2024.
The increase in net cash used in investing activities was partially offset by a $78.8 million decrease in cash used in acquisitions, net of cash acquired, a
$5.4 million increase in proceeds from the sale of rental equipment and a $7.7 million decrease in cash used for the settlement of a contingent foreign currency
forward contract upon the closing of the sale of the former UK Storage Solutions segment in January 2023.
Cash Flows from Financing Activities
Net cash used in financing activities for the six months ended June 30, 2024 was $195.7 million as compared to $520.3 million for the six months ended
June 30, 2023, a decrease of $324.6 million. The decrease was primarily due to a $377.6 million decrease in cash used for the repurchase of common stock in the
six months ended June 30, 2024. We paused share repurchases in the fourth quarter of 2023 as acquisition discussions advanced with McGrath and resumed
repurchasing shares of our Common Stock in April 2024.
The decrease was partially offset by a $41.6 million increase in repayments of borrowings, net of receipts from borrowings, a $4.5 million increase in cash
used for taxes paid on employee stock awards, a $5.2 million increase in cash used for payments for financing costs, and a $1.4 million increase in cash used for
payments on finance lease obligations.
Free Cash Flow
Free Cash Flow is a non-GAAP measure. We define Free Cash Flow as net cash provided by operating activities, less purchases of, and proceeds from,
rental equipment and refurbishments 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 table
provides a reconciliation of net cash provided by operating activities to Free Cash Flow.
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June 30, June 30,
(in thousands) 2024 2023 2024 2023
Net cash provided by operating activities $ 175,611 $ 202,155 $ 384,287 $ 350,920
Purchase of rental equipment and refurbishments (65,174) (55,581) (137,591) (102,709)
Proceeds from sale of rental equipment 16,473 17,473 30,668 25,254
Purchase of property, plant and equipment (6,247) (4,453) (12,801) (11,189)
Proceeds from sale of property, plant and equipment 215 7 215 265
Free Cash Flow $ 120,878 $ 159,601 $ 264,778 $ 262,541
Free Cash Flow for the six months ended June 30, 2024 was $264.8 million as compared to $262.5 million for the six months ended June 30, 2023, an
increase of $2.2 million. Free Cash Flow increased principally as a result of the $33.4 million increase in cash provided by operating activities and the $5.4 million
increase in proceeds from the sale of rental equipment. The increase was partially offset by the $34.9 million increase in cash used in the purchase of rental
equipment and refurbishments.
The $384.3 million in cash provided by operating activities for the six months ended June 30, 2024 was returned to shareholders through repurchases and
cancellations of common stock of $78.7 million and reinvested into the business to support the purchase of rental equipment, including VAPS, and refurbishments,
acquire three local storage and modular companies for $70.6 million, and fund repayment of borrowings under our ABL Facility.
Material cash requirements
The Company’s material cash requirements include the following contractual and other obligations:
Debt
The Company has outstanding debt related to its ABL Facility, 2025 Secured Notes, 2028 Secured Notes, 2029 Secured Notes, 2031 Secured Notes, and
finance leases totaling $3.5 billion as of June 30, 2024, $545.1 million of which is obligated to be repaid within the next twelve months. We have the intent and
believe was have the ability to refinance the $526.5 million carrying value of the 2025 Secured Notes on a long-term basis as demonstrated by the forecasted
available capacity under the ABL Facility if other refinancing efforts are unsuccessful or uneconomical. 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 real estate. As of June 30, 2024,
the Company had lease obligations of $297.4 million, with $69.5 million payable within the next twelve months.
On January 28, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath"). Upon
shares of the Company’s common stock. Under the terms of the Merger Agreement, the Company expects McGrath’s shareholders will own approximately 12.6% of
the Company following the McGrath acquisition. The McGrath acquisition has been approved by the Company's and McGrath’s respective boards of directors and
In connection with the Merger Agreement, the Company entered into a commitment letter dated January 28, 2024, which was amended and restated on
June 13, 2024 and modified by a Notice of Reduction of Bridge Commitments on June 28, 2024 (the "Commitment Letter"), pursuant to which certain financial
institutions have committed to make available, in accordance with the terms of the Commitment Letter, (i) a $500 million eight-year senior secured bridge credit
facility and (ii) an upsize to the existing $3.7 billion ABL Facility (as defined below) of Williams Scotsman, Inc., a subsidiary of the Company ("WSI"), by $750 million
to $4.5 billion to repay McGrath's existing unsecured revolving lines of credit and notes, fund the cash portion of the consideration, and pay the fees, costs and
expenses incurred in connection with the McGrath acquisition and the related transactions.
Other
In addition to the cash requirements described above, the Company has a share repurchase program authorized by the Board of Directors, which allows
the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock. This program does not obligate the Company to repurchase any specific
amount of shares. As of June 30, 2024, $419.5 million of the approved share repurchase amount remained available.
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Critical Accounting Estimates
Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources is based on our condensed consolidated
financial statements, which have been prepared in accordance with GAAP. GAAP requires that we make estimates and judgments that affect the reported amount of
assets, liabilities, revenue, expenses and the related disclosure of contingent assets and liabilities. We base these estimates on historical experience and on various
other assumptions that we consider reasonable under the circumstances and reevaluate our estimates and judgments as appropriate. The actual results
experienced by us may differ materially and adversely from our estimates. For a complete discussion of our significant critical accounting estimates, see the “Critical
Accounting Estimates” section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report on Form 10-
K").
There were no significant changes to our critical accounting estimates during the six months ended June 30, 2024.
Recently Issued Accounting Standards

Refer to Part I, Item 1, Note 1 of the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for our
assessment of recently issued and adopted accounting standards.
Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995 and
Section 21E of the Securities Act of 1934, as amended. The words “estimates,” “expects,” “anticipates,” “believes,” “forecasts,” “plans,” “intends,” “may,” “will,”
“should,” “shall,” “outlook,” “guidance” and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in
nature and relate to expectations for future financial performance or business strategies or objectives. Forward-looking statements are subject to a number of risks,
uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Although WillScot believes that these forward-looking statements are based on reasonable assumptions, it can
give no assurance that any such forward-looking statement will materialize. Important factors that may affect actual results or outcomes include, among others:
• impacts of various laws and regulations and recent pronouncements related to laws and regulations governing antitrust, climate-related disclosures,
privacy, government contracts, anti-corruption and the environment;
• our ability to successfully acquire and integrate new operations;
• the effect of global or local economic conditions in the industries and markets in which the Company operates and any changes therein, including financial
market conditions and levels of end market demand;
• risks associated with cybersecurity threats and IT systems disruptions, including our ability to manage the business in the event a cybersecurity incident or
a disaster shuts down or materially impacts our management information systems;
• trade policies and changes in trade policies, including the imposition of tariffs, their enforcement and downstream consequences;
• our ability to effectively compete in the modular space and portable storage industries;
• our ability to effectively manage our credit risk, collect on our accounts receivable, or recover our rental equipment;
• inflationary pressures and fluctuations in interest rates and commodity prices;
• risks associated with labor relations, labor costs and labor disruptions;
• changes in the competitive environment of our customer base as a result of the global, national or local economic climate in which they operate and/or
economic or financial disruptions to their industry;
• our ability to adequately protect our intellectual property and other proprietary rights that are material to our business;
• natural disasters and other business disruptions such as pandemics, fires, floods, hurricanes, earthquakes and terrorism;
• our ability to establish and maintain the appropriate physical presence in our markets;
• property, casualty or other losses not covered by our insurance;
• our ability to close our unit sales transactions;
• our ability to maintain an effective system of internal controls and accurately report our financial results;
• evolving public disclosure, financial reporting and corporate governance expectations;
• our ability to achieve our environmental, social and governance goals;
• operational, economic, political and regulatory risks;
• effective management of our rental equipment;
• the effect of changes in state building codes on our ability to remarket our buildings;
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• foreign currency exchange rate exposure;
• significant increases in the costs and restrictions on the availability of raw materials and labor;
• fluctuations in fuel costs or a reduction in fuel supplies;
• our reliance on third party manufacturers and suppliers;
• impairment of our goodwill, intangible assets and indefinite-life intangible assets;
• our ability to use our net operating loss carryforwards and other tax attributes;
• our ability to recognize deferred tax assets such as those related to our tax loss carryforwards and, as a result, utilize future tax savings;
• unanticipated changes in tax obligations, adoption of a new tax legislation, or exposure to additional income tax liabilities;
• our ability to access the capital and credit markets or the ability of key counterparties to perform their obligations to us;
• our ability to service our debt and operate our business;
• our ability to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness;
• covenants that limit our operating and financial flexibility;
• our stock price volatility;
• risks associated with the completion of the McGrath acquisition within the expected timeframe, the completion of the McGrath acquisition, and the
realization of anticipated synergies from the McGrath acquisition; and
• such other risks and uncertainties described in the periodic reports we file with the SEC from time to time (including our 2023 Annual Report on Form 10-
K), which are available through the SEC’s EDGAR system at www.sec.gov and on our website.
Any forward-looking statement speaks only at the date which it is made, and WillScot undertakes no obligation, and disclaims any obligation, to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
ITEM 3. Quantitative and Qualitative Disclosures about

Market Risk
We are exposed to certain market risks from changes in foreign currency exchange rates and interest rates. Changes in these factors cause fluctuations in
our earnings and cash flows. We evaluate and manage exposure to these market risks as follows:
Interest Rate Risk
We are primarily exposed to interest rate risk through our ABL Facility, which bears interest at variable rates. We had $1.4 billion in outstanding principal
under the ABL Facility at June 30, 2024. To manage interest rate risk, in January 2024 and January 2023, respectively, we executed interest rate swap agreements
relating to an aggregate of $500.0 million and $750.0 million in notional amount of variable-rate debt under our ABL Facility. The January 2024 and January 2023
swap agreements provide for us to pay a weighted average effective fixed interest rate of 3.70% and 3.44% per annum, respectively, and receive a variable interest
rate equal to one-month term SOFR, with maturity dates of June 30, 2027. After taking into account the impact of the swaps, an increase in interest rates by 100
basis points on our ABL Facility would have increased quarter to date interest expense by approximately $1.2 million based on current outstanding borrowings.
Foreign Currency Risk
We currently generate approximately 93% of our consolidated net revenues in the US, and the reporting currency for our consolidated financial statements
is the US dollar. However, we are exposed to currency risk through our operations in Canada and Mexico. For the operations outside the US, we bill customers
primarily in their local currency, which is subject to foreign currency rate changes. As our net revenues and expenses generated outside of the US increase, our
results of operations could be adversely impacted by changes in foreign currency exchange rates. Since we recognize foreign revenues in local foreign currencies, if
the US dollar strengthens, it could have a negative impact on our foreign revenues upon translation of those results into the US dollar for consolidation into our
financial statements.
In addition, we are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates on transactions generated by our foreign
subsidiaries in currencies other than their local currencies. These gains and losses are primarily driven by intercompany transactions and rental equipment
purchases denominated in currencies other than the functional currency of the purchasing entity. These exposures are included in currency (gains) losses, net, on
the consolidated statements of operations.
40
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended (the "Exchange Act") as of June 30, 2024. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2024.
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that materially affected or are
reasonably likely to materially affect, our internal control over financial reporting.
41
PART II
ITEM 1. Legal Proceedings

The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business. The Company assesses these
matters on a case-by-case basis as they arise and establishes reserves as required. As of June 30, 2024, with respect to these outstanding matters, the Company
believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated
financial position, results of operations, or cash flows of the Company. However, the outcome of such matters is inherently unpredictable and subject to significant
uncertainties.
ITEM 1A. Risk Factors

The Company’s financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company’s
control, which may cause actual performance to differ materially from historical or projected future performance. In addition to the other information set forth in this
report, you should carefully consider the risk factors discussed in Item 1A. of our 2023 Annual Report on Form 10-K, which have not materially changed.
ITEM 2. Unregistered Sales of Equity Securities and Use of

Proceeds
The following table summarizes our purchase of Common Stock during the second quarter of 2024.
Total Number of
Shares and Total Number of Shares and Maximum Dollar Value of
Equivalents Equivalents Purchased as Shares and Equivalents that
Period Purchased (in Average Price Paid part of Publicly Announced May Yet Be Purchased
thousands) per Share Plan (in thousands) Under the Plans (in millions)
April 1, 2024 to April 30, 2024 573.4 $ 38.35 573.4 $ 476.2
May 1, 2024 to May 31, 2024 838.0 $ 38.97 838.0 $ 443.5
June 1, 2024 to June 30, 2024 624.1 $ 38.44 624.1 $ 419.5
Total 2,035.5 $ 38.63 2,035.5
A share repurchase program authorizes the Company to repurchase its outstanding shares of Common Stock. In May 2023, the Board of Directors
approved a reset of the share repurchase program authorizing the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock. As of June
30, 2024, $419.5 million of the $1.0 billion share repurchase authorization remained available for use.
ITEM 3. Defaults Upon Senior Securities

None.
ITEM 4. Mine Safety Disclosures

Not applicable.
42
ITEM 5. Other Information
During the three months ended June 30, 2024, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading
arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. Exhibits
Exhibit No. Exhibit Description
Indenture, dated as of June 28, 2024, by and among WSI, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (incorporated
4.1 by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed June 28, 2024)
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the
101.INS Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
* Filed herewith
** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act
43
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ TIMOTHY D. BOSWELL

Dated: August 1, 2024 Timothy D. Boswell
President & Chief Financial Officer
(Principal Financial Officer and Duly Authorized Signing Officer)
44
Exhibit 31.1
Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Bradley L. Soultz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of WillScot Holdings Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 1, 2024

/s/ BRADLEY L. SOULTZ
Bradley L. Soultz
Chief Executive Officer and Director
(Principal Executive Officer)
Exhibit 31.2
Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Timothy D. Boswell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of WillScot Holdings Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.

/s/ TIMOTHY D. BOSWELL
Timothy D. Boswell
President and Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of WillScot Holdings Corporation
(the “Company”) hereby certifies, to such officer's knowledge, that:
(i) the quarterly report on Form 10-Q of the Company for the period ended June 30, 2024 (the “Report”) fully complies with the requirements of
Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ BRADLEY L. SOULTZ
Bradley L. Soultz
Chief Executive Officer and Director (Principal Executive
Officer)
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of WillScot Holdings Corporation
(the “Company”) hereby certifies, to such officer's knowledge, that:
(i) the quarterly report on Form 10-Q of the Company for the period ended June 30, 2024 (the “Report”) fully complies with the requirements of
Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ TIMOTHY D. BOSWELL
Timothy D. Boswell
President and Chief Financial Officer (Principal Financial
Officer)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Commission File Number: 001-37552

WILLSCOT HOLDINGS CORPORATION

4646 E Van Buren St., Suite 400

Securities registered pursuant to Section 12(b) of the Act:

Item 1 Financial Statements (unaudited, except as noted below)

Notes to the Condensed Consolidated Financial Statements

Item 3 Quantitative and Qualitative Disclosures About Market Risk

Item 4 Controls and Procedures

PART II Other Information

Item 1 Legal Proceedings

Item 1A Risk Factors

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

Item 3 Defaults Upon Senior Securities

Item 4 Mine Safety Disclosures

Item 5 Other Information

Net (loss) income $ (46,851) $ 87,729 $ 9,389 $ 298,613

(Loss) earnings per share from continuing operations:

Supplemental cash flow information:

NOTE 1 - Summary of Significant Accounting Policies

Major Product and Service Lines

Leasing and Services Revenue

Contract Assets and Liabilities

Operating Lease Expense

NOTE 7 - Rental Equipment

NOTE 8 - Goodwill and Intangibles

Asset Backed Lending Facility

NOTE 11 – Income Taxes

NOTE 13 - Fair Value Measures

NOTE 14 - Stock-Based Compensation

NOTE 15 - Commitments and Contingencies

Three Months Ended June 30,

Comparison of Three Months Ended June 30, 2024 and 2023

Net income $ 9,389 $ 298,613 $ (289,224)

Six Months Ended June 30,

Comparison of Six Months Ended June 30, 2024 and 2023

Adjusted EBITDA Margin

Adjusted Gross Profit and Adjusted Gross Profit Percentage

Gross profit (B) $ 327,118 $ 327,872 $ 644,006 $ 651,000

Gross Profit Percentage (B/A) 54.1 % 56.3 % 54.0 % 56.7 %

Liquidity and Capital Resources

Cash Flows from Operating Activities

Recently Issued Accounting Standards

Cautionary Note Regarding Forward-Looking Statements

ITEM 3. Quantitative and Qualitative Disclosures about

ITEM 1. Legal Proceedings

ITEM 1A. Risk Factors

ITEM 2. Unregistered Sales of Equity Securities and Use of

ITEM 3. Defaults Upon Senior Securities

ITEM 4. Mine Safety Disclosures

By: /s/ TIMOTHY D. BOSWELL

Certification of Chief Executive Officer

I, Bradley L. Soultz, certify that:

Date: August 1, 2024

Certification of Chief Financial Officer

I, Timothy D. Boswell, certify that:

Date: August 1, 2024

Certification of Chief Executive Officer