0001647088-23-000014 | 10-K | XBRL Viewer | Willscot Mobile Mini Holdings Corp

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Cover Page - USD ($) $ in Billions	12 Months Ended
Cover Page - USD ($) $ in Billions	Dec. 31, 2022	Feb. 17, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-37552
Entity Registrant Name	WILLSCOT MOBILE MINI HOLDINGS CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-3430194
Entity Address, Address Line One	4646 E Van Buren St.
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85008
City Area Code	480
Local Phone Number	894-6311
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	WSC
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 7.1
Entity Common Stock, Shares Outstanding		205,785,957
Documents Incorporated by Reference	The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement for the 2023 annual meeting of stockholders, which definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001647088

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	Ernst & Young, LLP
Auditor Location	Baltimore, MD
Auditor Firm ID	42

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 7,390	$ 6,393
Trade receivables, net of allowance for credit losses at December 31, 2022 and December 31, 2021 of $57,048 and $45,773, respectively	409,766	351,285
Inventories	41,030	29,795
Prepaid expenses and other current assets	31,635	34,935
Assets held for sale - current	31,220	60,632
Total current assets	521,041	483,040
Rental equipment, net	3,077,287	2,777,800
Property, plant and equipment, net	304,659	258,176
Operating lease assets	219,405	218,752
Goodwill	1,011,429	1,013,601
Intangible assets, net	419,125	442,875
Other non-current assets	6,683	8,138
Assets held for sale - non-current	268,022	571,217
Total long-term assets	5,306,610	5,290,559
Total assets	5,827,651	5,773,599
Liabilities and equity
Accounts payable	108,071	102,563
Accrued expenses	110,820	107,188
Accrued employee benefits	56,340	49,832
Deferred revenue and customer deposits	203,793	152,343
Operating lease liabilities - current	50,499	48,399
Current portion of long-term debt	13,324	11,968
Liabilities held for sale - current	19,095	45,352
Total current liabilities	561,942	517,645
Long-term debt	3,063,042	2,671,831
Deferred tax liabilities	401,453	305,674
Operating lease liabilities - non-current	169,618	169,729
Other non-current liabilities	18,537	15,737
Liabilities held for sale - non-current	47,759	96,220
Long-term liabilities	3,700,409	3,259,191
Total liabilities	4,262,351	3,776,836
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at December 31, 2022 and 2021	0	0
Common Stock: $0.0001 par, 500,000,000 shares authorized and 207,951,682 and 223,939,527 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	21	22
Additional paid-in-capital	2,886,951	3,616,902
Accumulated other comprehensive loss	(70,122)	(29,071)
Accumulated deficit	(1,251,550)	(1,591,090)
Total shareholders' equity	1,565,300	1,996,763
Total liabilities and shareholders' equity	$ 5,827,651	$ 5,773,599

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jul. 01, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 57,048	$ 45,773
Preferred share par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred shares authorized (in shares)	1,000,000	1,000,000
Preferred shares issued (in shares)	0	0
Preferred shares outstanding (in shares)	0	0
Common stock par value (in USD per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	500,000,000	500,000,000
Common stock issued (in shares)	207,951,682	223,939,527
Common stock outstanding (in shares)	207,951,682	223,939,527

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Total revenues	$ 2,142,623	$ 1,672,980	$ 1,272,991
Costs:
Depreciation of rental equipment	256,719	218,790	192,190
Gross profit	1,135,482	844,703	608,427
Expenses:
Selling, general and administrative	567,214	464,278	338,395
Transaction costs	25	1,375	64,053
Other depreciation and amortization	62,380	61,777	35,181
Lease impairment expense and other related charges	254	2,888	4,876
Restructuring costs	(86)	11,866	6,109
Currency losses (gains), net	886	427	(257)
Other (income) expense, net	(6,673)	1,715	(1,722)
Operating income	511,482	300,377	161,792
Interest expense	146,278	116,358	119,319
Fair value loss (gain) on common stock warrant liabilities	0	26,597	(3,461)
Loss on extinguishment of debt	0	5,999	42,401
Income from continuing operations before income tax	365,204	151,423	3,533
Income tax expense (benefit) from continuing operations	88,863	36,528	(56,040)
Income from continuing operations	276,341	114,895	59,573
Income from continuing operations attributable to non-controlling interest, net of tax	0	0	1,213
Income from continuing operations attributable to WillScot Mobile Mini common shareholders	276,341	114,895	58,360
Discontinued operations:
Income from discontinued operations before income tax	63,468	58,267	20,356
Income tax expense from discontinued operations	35,725	13,018	4,589
Gain on sale of discontinued operations	35,456	0	0
Income from discontinued operations	63,199	45,249	15,767
Net income	$ 339,540	$ 160,144	$ 74,127
Earnings per share from continuing operations attributable to WillScot Mobile Mini common shareholders:
Basic (in USD per share)	$ 1.27	$ 0.51	$ 0.35
Diluted (in USD per share)	1.25	0.49	0.16
Earnings per share from discontinued operations attributable to WillScot Mobile Mini common shareholders:
Basic (in USD per share)	0.30	0.20	0.09
Diluted (in USD per share)	0.28	0.20	0.09
Earnings per share attributable to WillScot Mobile Mini common shareholders:
Basic (in USD per share)	1.57	0.71	0.44
Diluted (in USD per share)	$ 1.53	$ 0.69	$ 0.25
Weighted average shares:
Basic (in shares)	216,808,577	226,518,931	169,230,177
Diluted (in shares)	221,399,162	232,793,902	177,268,383
Total Leasing And Product And Service Revenues/Costs
Revenues:
Total revenues	$ 2,142,623	$ 1,672,980	$ 1,272,991
Leasing Revenue
Revenues:
Leasing	1,621,690	1,252,490	936,458
Costs:
Leasing	376,868	282,576	214,367
Delivery and installation
Revenues:
Revenues	429,152	321,129	250,734
Total revenues	429,152	321,129	250,734
Costs:
Cost of sales	322,636	267,533	202,734
New units
Revenues:
Revenues	40,338	46,993	48,834
Total revenues	40,338	46,993	48,834
Costs:
Cost of sales	24,011	31,348	31,799
Rental units
Revenues:
Revenues	51,443	52,368	36,965
Total revenues	51,443	52,368	36,965
Costs:
Cost of sales	$ 26,907	$ 28,030	$ 23,474

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 339,540	$ 160,144	$ 75,340
Other comprehensive income:
Foreign currency translation adjustment, net of income tax (benefit) of $—, $(60) and $(685) for the years ended December 31, 2022, 2021 and 2020, respectively	(44,548)	(880)	28,404
Net gain (loss) on derivatives, net of income tax expense (benefit) of $1,171, $2,661 and $(539) for the years ended December 31, 2022, 2021 and 2020, respectively	3,497	9,016	(1,749)
Total other comprehensive income	(41,051)	8,136	26,655
Comprehensive income (loss)	298,489	168,280	101,995
Comprehensive loss attributable to non-controlling interest	0	0	(672)
Total comprehensive income attributable to WillScot Mobile Mini	$ 298,489	$ 168,280	$ 102,667

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

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- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, income tax (expense) benefit	$ 0	$ (60)	$ (685)
Net Income (loss) on derivatives, tax (expense) benefit	$ 1,171	$ 2,661	$ (539)

Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands

Total

Total Shareholders' Equity

Common Stock

^[1]

Common Stock

Class A Common Stock

Common Stock

Class B Common Stock

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Accumulated Deficit

Non-Controlling Interest

Beginning balance (in shares) at Dec. 31, 2019

108,819,000

^[1]

8,024,000

Beginning balance at Dec. 31, 2019

$ 555,199

$ 490,609

$ 11

^[1]

$ 1

$ 2,378,733

$ (62,775)

$ (1,825,361)

$ 64,590

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

75,340

74,127

1,213

Other comprehensive income (loss)

26,655

28,540

(1,885)

Mobile Mini Merger (in shares)

^[1]

106,427,000

Mobile Mini Merger

1,348,630

$ 11

^[1]

1,348,619

Sapphire Exchange (in shares)

10,641,000

^[1]

(8,024,000)

Sapphire Exchange

$ 0

63,918

$ 1

^[1]

$ (1)

66,890

(2,972)

(63,918)

Stock-based compensation and issuance of common stock from vesting (in shares)

3,151,400

315,000

^[1]

Stock-based compensation and issuance of Common Stock from vesting

$ 9,879

9,879

Repurchase and cancellation of options and warrants

(300)

Issuance of common stock from the exercise of options and warrants (in shares)

^[1]

2,836,000

Issuance of Common Stock from the exercise of options and warrants

35,727

Withholding taxes on net share settlement of stock-based compensation and option exercises

(13,473)

Reclassification of 2018 Warrants

26,216

Ending balance (in shares) at Dec. 31, 2020

229,038,000

^[1]

Ending balance at Dec. 31, 2020

2,063,873

$ 23

^[1]

$ 0

3,852,291

(37,207)

(1,751,234)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

160,144

Other comprehensive income (loss)

$ 8,136

8,136

Stock-based compensation and issuance of common stock from vesting (in shares)

6,752,647

485,000

^[1]

Stock-based compensation and issuance of Common Stock from vesting

$ 26,184

26,184

Repurchase and cancellation of Common Stock and warrants (in shares)

^[1]

(11,851,000)

Repurchase and cancellation of Common Stock and warrants

(340,376)

$ (1)

^[1]

(340,375)

Issuance of common stock from the exercise of options and warrants (in shares)

^[1]

6,268,000

Issuance of Common Stock from the exercise of options and warrants

85,979

Withholding taxes on net share settlement of stock-based compensation and option exercises

$ (7,177)

(7,177)

Ending balance (in shares) at Dec. 31, 2021

223,939,527

223,940,000

^[1]

Ending balance at Dec. 31, 2021

$ 1,996,763

1,996,763

$ 22

^[1]

$ 0

3,616,902

(29,071)

(1,591,090)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

339,540

Other comprehensive income (loss)

$ (41,051)

(41,051)

Stock-based compensation and issuance of common stock from vesting (in shares)

3,847,905

594,000

^[1]

Stock-based compensation and issuance of Common Stock from vesting

$ 29,613

29,613

Repurchase and cancellation of Common Stock and warrants (in shares)

^[1]

(19,836,000)

Repurchase and cancellation of Common Stock and warrants

(756,908)

$ (2)

^[1]

(756,906)

Issuance of common stock from the exercise of options and warrants (in shares)

^[1]

3,254,000

Issuance of Common Stock from the exercise of options and warrants

11,231

$ 1

11,230

Withholding taxes on net share settlement of stock-based compensation and option exercises

$ (13,888)

(13,888)

Ending balance (in shares) at Dec. 31, 2022

207,951,682

207,952,000

^[1]

Ending balance at Dec. 31, 2022

$ 1,565,300

$ 21

^[1]

$ 0

$ 2,886,951

$ (70,122)

$ (1,251,550)

$ 0

[1]	See Note 1 for information regarding the Company's conversion of Class A Common Stock to Common Stock on July 1, 2020 concurrent with the Merger

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net income	$ 339,540	$ 160,144	$ 75,340
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	343,507	318,202	246,948
Provision for credit losses	34,835	38,191	32,593
Gain on sale of discontinued operations	(35,456)	0	0
Impairment losses on right of use assets	0	0	57
Gain on sale of rental equipment and other property, plant and equipment	(31,196)	(26,175)	(14,124)
Amortization of debt discounts and debt issuance costs	12,064	14,033	13,085
Fair value loss (gain) on common stock warrant liabilities	0	26,597	(3,461)
Loss on extinguishment of debt	0	5,999	42,401
Stock-based compensation expense	29,613	26,184	9,879
Deferred income tax expense (benefit)	100,849	36,563	(55,155)
Unrealized currency losses, net	753	295	424
Other Operating Activities, Cash Flow Statement	4,081	0	0
Changes in operating assets and liabilities, net of effect of businesses acquired:
Trade receivables	(94,463)	(105,053)	(26,723)
Inventories	(12,345)	(9,083)	2,775
Prepaid expenses and other assets	149	3,324	(4,547)
Operating lease assets and liabilities	856	473	789
Accounts payable and other accrued expenses	9,443	27,525	(27,923)
Deferred revenue and customer deposits	42,428	22,683	12,454
Net cash provided by operating activities	744,658	539,902	304,812
Investing activities:
Proceeds from sale of discontinued operations	325,611	0	0
Acquisitions, net of cash acquired	(220,620)	(147,172)	17,173
Proceeds from sale of rental equipment	70,703	55,210	38,949
Purchase of rental equipment and refurbishments	(443,138)	(278,498)	(172,383)
Proceeds from the sale of property, plant and equipment	1,775	16,911	7,355
Purchase of property, plant and equipment	(43,664)	(30,498)	(16,454)
Net cash used in investing activities	(309,333)	(384,047)	(125,360)
Financing activities:
Repurchase and cancellation of Common Stock and warrants	(751,795)	(363,586)	(21,777)
Receipts from issuance of Common Stock from the exercise of options	11,230	7,484	10,616
Taxes paid on employee stock awards	(13,888)	(7,177)	(13,473)
Payment of Common Stock issuance costs	0	0	(4,222)
Receipts from borrowings	964,308	728,677	2,786,793
Repayment of borrowings	(588,808)	(512,181)	(2,808,370)
Payment of financing costs	(8,187)	0	(65,475)
Principal payments on finance lease obligations	(42,228)	(17,399)	(8,440)
Payment of debt extinguishment premium costs	0	(3,705)	(34,610)
Net cash used in financing activities	(429,368)	(167,887)	(158,958)
Effect of exchange rate changes on cash and cash equivalents	(882)	(206)	1,398
Net change in cash and cash equivalents	5,075	(12,238)	21,892
Cash and cash equivalents at the beginning of the period	12,699	24,937	3,045
Cash and cash equivalents at the end of the period	17,774	12,699	24,937
Supplemental cash flow information:
Interest paid	130,463	103,795	118,519
Income taxes paid, net	25,092	9,855	4,234
Capital expenditures accrued or payable	21,052	27,667	23,553
Reconciliation of cash and cash equivalents to the consolidated balance sheet:
Cash and cash equivalents	7,390	6,393
Continuing And Discontinued Operations
Reconciliation of cash and cash equivalents to the consolidated balance sheet:
Cash and cash equivalents	17,774	12,699	24,937
Continuing Operations
Adjustments to reconcile net income to net cash provided by operating activities:
Fair value loss (gain) on common stock warrant liabilities	0	26,597	(3,461)
Loss on extinguishment of debt	0	5,999	42,401
Reconciliation of cash and cash equivalents to the consolidated balance sheet:
Cash and cash equivalents	7,390	6,393	5,635
Discontinued Operations
Reconciliation of cash and cash equivalents to the consolidated balance sheet:
Cash and cash equivalents	$ 10,384	$ 6,306	$ 19,302

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Organization and Nature of Operations

WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative flexible work space and portable storage solutions in the United States (“US”), Canada and Mexico. The Company leases, sells, delivers and installs mobile solutions and storage products through an integrated network of branch locations that spans North America.

On July 1, 2020, a wholly-owned subsidiary of WillScot Corporation, a Delaware corporation, merged with and into Mobile Mini, Inc. (the “Merger”). At the effective time of the Merger, Mobile Mini, Inc. ("Mobile Mini") continued its existence as the surviving corporation in the Merger and a wholly-owned subsidiary of WillScot Corporation (“WillScot”). Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.” and filed an amended and restated certificate of incorporation (the “A&R Charter”), which reclassified all outstanding shares of WillScot Class A Common Stock and converted such shares into shares of Common Stock, par value $0.0001 per share, of WillScot Mobile Mini (“WillScot Mobile Mini Common Stock”). The WillScot Class A Common Stock was listed on the Nasdaq Capital Market (Nasdaq: WSC) up until the Merger, and the WillScot Mobile Mini Common Stock has been listed on the Nasdaq Capital Market (Nasdaq: WSC) since the Merger. As used herein, the term “Common Stock” or “the Company’s Common Stock” refers to WillScot Class A Common Stock prior to filing of the A&R Charter on July 1, 2020 and to WillScot Mobile Mini Common Stock as of and following the filing of the A&R Charter on July 1, 2020. Unless the context otherwise requires, the terms “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot Mobile Mini, when referring to periods on or after July 1, 2020 (after the Merger).

On September 30, 2022, the Company completed the sale of its former Tank and Pump Solutions ("Tank and Pump") segment. On December 12, 2022, the Company entered into a Stock Purchase Agreement to sell its United Kingdom Storage Solutions ("UK Storage Solutions") segment. The Company completed the sale of the UK Storage Solutions segment on January 31, 2023. The consolidated financial statements present the historical financial results of the former Tank and Pump segment and the UK Storage Solutions segment as income from discontinued operations for all periods presented and the carrying values of the former Tank and Pump segment and the UK Storage Solutions segment assets and liabilities within assets and liabilities held for sale for reporting periods prior to the segments' disposals. See Note 3 for further discussion.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”). The consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest. 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 WillScot Mobile Mini. All intercompany balances and transactions are eliminated.

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.

Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents.

Trade Receivables and Allowance for Credit Losses

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

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

Specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue. The remaining provision for credit losses is recorded as selling, general and administrative expenses.

Activity in the allowance for credit losses for the years ended December 31 was as follows:


(in thousands)	2022		2021		2020
Balance at beginning of period	$	45,773	$	28,105	$	15,828
Provision for credit losses, net of recoveries(a)	34,881		37,469		30,544
Write-offs	(23,705)		(19,777)		(18,296)
Foreign currency translation and other	99		(24)		29
Balance at end of period	$	57,048	$	45,773	$	28,105

(a) For the years ended December 31, 2022, 2021 and 2020, the provision for credit losses included $23.7 million, $19.8 million and $18.3 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection was not considered probable.

The Company’s trade accounts receivable subject the Company to potential concentrations of credit risk. The Company performs on-going credit evaluations of its customers. Receivables related to sales are generally secured by the product sold to the customer. The Company generally has the right to repossess its rental units in the event of non-payment of receivables relating to the Company’s leasing operations.

Inventories

Inventories consist of raw materials, supplies, and finished units for sale. Inventories are measured at the lower of cost or net realizable value based on the weighted-average cost. The cost includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition.

Rental Equipment

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

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


	Estimated Useful Life	Residual Value
Modular space units	10 - 30 years	20 - 55%
Portable storage units	30 years	55%
VAPS and other related rental equipment	1 - 8 years	—%

Property, Plant and Equipment

Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.

The Company capitalizes external costs and directly attributable internal costs to acquire or create internal use software incurred subsequent to the completion of the preliminary project stage. Costs associated with post-implementation activities are expensed as incurred. The Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract as described in Cloud Computing Arrangements below.

Land is not depreciated. Leasehold improvements are amortized over the lease term. Assets leased under capital leases are depreciated over the shorter of the lease term or their useful life, unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Maintenance and repair costs are expensed as incurred.

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


			Estimated Useful Life
Buildings and leasehold improvements			10 - 40 years
Vehicles, machinery, and equipment			3 - 30 years
Furniture and fixtures			3 - 10 years
Software			3 - 10 years

Impairment of Long-Lived Assets

When circumstances indicate the carrying amount of long-lived assets in a held-for-use asset group may not be recoverable, the Company evaluates the assets for potential impairment using internal projections of undiscounted cash flows resulting from the use and eventual disposal of the assets. Events or changes in circumstances that may necessitate a recoverability evaluation include, but are not limited to, adverse changes in the regulatory environment or an expectation it is more likely than not that the asset will be disposed of before the end of its previously estimated useful life. If the carrying amount of the assets exceeds the undiscounted cash flows, an impairment expense is recognized for the amount by which the carrying amount of the asset group exceeds its fair value (subject to the carrying amount not being reduced below fair value for any individual long-lived asset that is determinable without undue cost and effort).

Consistent with the provisions of ASC 842, the Company assesses whether any operating lease asset impairment exists in accordance with the measurement guidance in Accounting Standard Codification ("ASC") 360, Property Plant and Equipment.

Cloud Computing Arrangements

In accordance with ASU 2018-15, Goodwill and Other – Internal-Use Software (Subtopic 350-40) (“ASC 350-40"), the Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract under the internal-use software framework. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Costs incurred in the development stage are generally capitalized as other assets. Amortization expense is calculated on a straight-line basis over the contractual term of the cloud computing arrangement and recorded as selling, general and administrative expense.

Purchase Accounting

The Company accounts for acquisitions of businesses under the acquisition method. Under the acquisition method of accounting, the Company records assets acquired and liabilities assumed at their respective estimated fair values on the date of acquisition. Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets and is assigned to the Company's reporting units that are expected to benefit from the acquisition. When appropriate, our estimates of the fair values of assets and liabilities acquired include assistance from independent third-party valuation firms. Valuations are finalized as soon as practicable, but not later than one year from the acquisition date. Any subsequent changes to purchase price allocations result in a corresponding adjustment to goodwill. Transaction costs are expensed in the acquisition of a business.

Long-lived assets (principally rental equipment), goodwill and other intangible assets generally represent the largest components of our acquisitions. Rental equipment is valued utilizing a replacement cost approach. Intangible assets are recognized at their estimated fair values as of the date of acquisition and generally consist of customer relationships and trade names. Determination of the estimated fair value of intangible assets requires judgment. The estimated fair value of customer relationships is determined based on estimates and judgments regarding discounted future after-tax earnings and cash flows arising from lease renewals and new lease arrangements expected from customer relationships. The fair value of trade name intangible assets is determined utilizing the relief from royalty method. Under this form of the income approach, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value.

Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. An asset acquisition is accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any consideration in excess of net assets acquired is allocated to qualifying acquired assets on a relative fair value basis. The Company measures the fair value of assets acquired utilizing observable market transaction data for comparable assets or recent purchase prices. Transaction costs are considered a component of the cost of an asset acquisition.

Evaluation of Goodwill Impairment

For acquired businesses, the Company records assets acquired and liabilities assumed at their respective estimated fair values on the date of acquisition. The Company performs its annual impairment test of goodwill at the reporting unit level as of October 1, as well as during any reporting period in which events or changes in circumstances occur that, in management’s judgment, may constitute triggering events under ASC 350-20, Intangibles – Goodwill and Other, Testing Goodwill for Impairment. Generally, reporting units are at the operating segment level or one level below the operating segment (the component level), if discrete financial information is prepared and regularly reviewed by segment management. The Company performs its assessment of goodwill utilizing either a qualitative or quantitative impairment test. The qualitative

impairment test assesses company-specific, industry, market and general economic factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or elects not to use the qualitative impairment test, a quantitative impairment test is performed. The quantitative impairment test involves a comparison of the estimated fair value of a reporting unit to its carrying amount. The Company uses an independent valuation specialist for its quantitative impairment tests to assist in the valuation.

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

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

Intangible Assets Other than Goodwill

Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. The Company’s indefinite-lived intangible assets consist of the Williams Scotsman and Mobile Mini trade names. The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test. When utilizing a quantitative impairment test, the Company calculates fair value using a relief-from-royalty method. This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded indefinite-lived intangible asset exceeds the fair value.

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

Retirement Benefit Obligation

The Company provides benefits to certain of its employees under defined contribution benefit plans. The Company’s contributions to these plans are generally based on a percentage of employee compensation or employee contributions. These plans are funded on a current basis. For its US and Canada employees, the Company sponsors defined contribution benefit plans that have discretionary matching contribution and profit-sharing features. For the years ended December 31, 2022, 2021 and 2020, the Company made matching contributions of $13.8 million, $10.9 million and $7.1 million to these plans, respectively.

Stock-Based Compensation

Prior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units. On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger and, as a result, all future incentive awards are granted under the 2020 Incentive Plan. The 2020 Incentive Plan is administered by the Compensation Committee. Under the 2020 Incentive Plan, the Compensation Committee may grant an aggregate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards. Stock-based payments, including the grant of stock options, RSAs and RSUs, are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur.

Stock-based compensation expense includes grants of stock options, time-based RSUs ("Time-Based RSUs") and performance-based RSUs ("Performance-Based RSUs", together with Time-Based RSUs, the "RSUs"). RSUs are recognized in the financial statements based on their fair value. In addition, stock-based payments to non-executive directors include grants of RSAs. Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot Mobile Mini's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSUs 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.

RSAs cliff vest in a one year period. Time-Based RSUs vest ratably over a period of four years. Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in an Index at the grant date over the performance period of three years. For certain 2022 and 2021 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 index. The target number of RSUs may be adjusted from 0% to 200% based on the TSR attainment levels defined by the 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 at or above the 85% percentile). For grants in 2020 and prior, the TSR of the Company's Common Stock is compared to the TSR of constituents in the Russell 3000 index. The target number of RSUs may be adjusted from 0% to 150% based on the TSR attainment levels defined by the 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 150% (for performance at or above the 75% percentile). Vesting is also subject to continued service requirements through the vesting date.

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 555,790 RSU target payout 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 vest in tranches over a period of four years and expire ten years from the grant date. The fair value of each stock option award on the grant date is estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted-average expected term of the options. The volatility assumption used in the Black-Scholes option-pricing model was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history. Future calculations may use the Company trading history. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption was based on the simplified method under GAAP, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. WillScot Mobile Mini has never declared or paid a cash dividend on common shares.

Foreign Currency Translation and Transactions

The Company’s reporting currency is the US Dollar (“USD”). Exchange rate adjustments resulting from foreign currency transactions are recognized in profit or loss, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive loss, which is a component of shareholders’ equity.

The assets and liabilities of subsidiaries whose functional currency is different from the USD are translated into USD at exchange rates at the reporting date and income and expenses are translated using average exchange rates for the respective period.

Exchange rate adjustments resulting from transactions in foreign currencies (currencies other than the Company entities’ functional currencies) are remeasured to the respective functional currencies using exchange rates at the dates of the transactions and are recognized in currency (gains) losses on the consolidated statements of operations.

Foreign exchange gains and losses arising from a receivable or payable to a consolidated Company entity, the settlement of which is neither planned nor anticipated in the foreseeable future, are considered to form part of a net investment in the Company entity and are included within accumulated other comprehensive loss.

Derivative Instruments and Hedging Activities

The Company utilizes derivative financial instruments to manage its exposure to fluctuations in interest rates on variable rate debt and currency exchange rates. The Company does not use derivatives for trading or speculative purposes.

The Company records derivatives on the balance sheet at fair value within prepaid expenses and other current assets and other non-current assets (if in an unrealized gain position) or within accrued liabilities and other non-current liabilities (if in an unrealized loss position). If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the changes in the fair value of derivatives are recorded in accumulated other comprehensive income (loss). Amounts reported in accumulated other comprehensive income (loss) related to the cash flow hedges are reclassified to earnings when the hedged item impacts earnings. For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs. The Company assesses, both at the inception of the hedge and on an ongoing quarterly basis, whether the derivatives designated as cash flow hedges are highly effective in offsetting the changes in cash flows of the hedged items. In the consolidated statements of cash flows, cash inflows and outflows related to derivative instruments are presented based on the underlying nature of the hedged items.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial instruments only with counterparties with high credit ratings and with major financial institutions. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Revenue Recognition

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Leasing and Services Revenue

The majority of revenue is generated by rental income subject to the guidance in ASC 842. The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").

Leasing Revenue

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

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

Rental equipment is leased primarily under operating leases. Operating lease minimum contractual terms within the Modular segment, as defined in Note 18, generally range from 1 month to 60 months and averaged approximately 10 months across this segment's rental fleet for the year ended December 31, 2022. Rental contracts with customers within the Storage segment, as defined in Note 18, are generally based on a 28-day rate and billing cycle. The rental continues until cancelled by the Company or the customer. The Company records changes in estimated collectability directly against leasing revenue.

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

Services Revenue

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

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

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

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

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

Sales Revenue

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

Other Matters

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

The Company's payment terms vary by the type and location of its customer and the product or services offered. The time between invoicing and when payment is due is not significant. While the Company may bill certain customers in advance, its contracts do not contain a significant financing component based on the short length of time between upfront billings and the performance of contracted services. For certain products, services, or customer types, the Company requires payment before the products or services are delivered to the customer. At December 31, 2022, current deferred revenue and customer deposits included deferred revenue of $195.8 million and customer deposits of $8.0 million, respectively. At December 31, 2021, current deferred revenue and customer deposits included deferred revenue of $150.1 million and customer deposits of $2.2 million, respectively.

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

Leases as Lessee

The Company leases real estate for certain of its branch offices, administrative offices, rental equipment storage properties, vehicles and equipment, and administrative operations. The Company determines if an arrangement is or contains a lease at inception. Leases are classified as either finance or operating at inception of the lease, with classification affecting the pattern of expense recognition in the income statement. Short-term leases, defined as leases with an initial term of 12 months or less, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term.

The Company has leases that contain both lease and non-lease components and has elected, as an accounting policy, to not separate lease components and non-lease components. Right of use ("ROU") assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease liability is calculated as the present value of the remaining minimum rental payments for existing leases using either the rate implicit in the lease or, if none exists, the Company's incremental borrowing rate, as the discount rate. The Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments for those leases where the implicit rate is not known. The Company's incremental borrowing rate is a hypothetical rate based on its understanding of what would be the Company's secured credit rating. Variable lease payments are expensed in the period in which the obligation for those payments is incurred. Variable lease payments include payments for common area maintenance, real estate taxes, management fees and insurance.

Many of the Company’s real estate lease agreements include one or more options to extend the lease, which are not included in the minimum lease terms unless the Company is reasonably certain it will exercise the option. Additionally, the Company’s leases do not generally include options to terminate the lease prior to the end of the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Advertising and Promotion

Advertising and promotion costs, which are expensed as incurred, were $8.5 million, $7.6 million and $7.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Shipping Costs

The Company includes third-party costs to deliver rental equipment to customers in costs of leasing and services, and cost of sales.

Income Taxes

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

The Company records deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized.

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

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

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

The Company accounts for any impacts of the Global Intangible Low-Taxed Income ("GILTI") in the period in which they are incurred.

Fair Value Measurements

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The inputs are prioritized into three levels that may be used to measure fair value. See further discussion of the levels in Note 15.

Warrants

The Company accounts for warrants in accordance with applicable accounting guidance provided in ASC 815-40, Contracts in Entity's Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreements. In periods subsequent to issuance, warrants classified as liabilities are subject to remeasurement at each balance sheet date and transaction date with changes in the estimated fair values of the common stock warrant liabilities and gains and losses on extinguishment of common stock warrant liabilities reported in the consolidated statements of operations. At December 31, 2022, no warrants remain outstanding.

Recently Issued Accounting Standards

ASU 2021-08. Business Combinations (Topic 815): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC 606. This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the contract assets and liabilities acquired in future business combinations.

Acquisitions	12 Months Ended
Acquisitions	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Acquisitions Asset Acquisitions During 2022, the Company acquired certain assets and liabilities of 13 smaller entities, which consisted primarily of approximately 14,100 storage units and 4,400 modular units for $220.6 million in cash. The accompanying consolidated financial statements include $214.8 million of rental equipment as a result of these acquisitions. Integration Costs The Company records integration costs related to asset acquisitions and the Merger within selling, general and administrative ("SG&A") expense. The Company incurred $15.5 million, $28.4 million and $16.6 million in integration costs for asset acquisitions and the Merger for the years ended December 31, 2022, 2021 and 2020, respectively.

Discontinued Operations

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Discontinued Operations

Tank and Pump Divestiture

On September 30, 2022, the Company sold its former Tank and Pump segment for $321.9 million. Exiting the former Tank and Pump segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses. In accordance with ASC 360, Property, Plant, and Equipment, the Company ceased recording depreciation and amortization for the former Tank and Pump segment rental fleet, property, plant and equipment, and operating lease assets during the third quarter of 2022 when the former Tank and Pump segment initially qualified as held for sale. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the criteria for discontinued operations presentation were met during the third quarter of 2022 and results for the former Tank and Pump segment were reported in income from discontinued operations within the consolidated statements of operations for all periods presented. The carrying values of the divested business' assets and liabilities were presented within assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2021.

As part of the divestiture, the Company entered into a customary transition services agreement with the buyer to assist them in the transition of certain functions, including, but not limited to, information technology, accounting and human resources, for a period of six months with an option for the buyer to extend the agreement for a period of up to twelve months. There was no significant continuing involvement with the former Tank and Pump segment after its disposal.

UK Storage Solutions Divestiture

On December 12, 2022, the Company entered into a stock purchase agreement to sell its UK Storage Solutions segment for cash consideration of £335.0 million, subject to certain adjustments. The sale transaction was completed on January 31, 2023. Total cash consideration for the transaction was $418.1 million. The Company will record a gain on the sale of the UK Storage Solutions segment in the first quarter of 2023. 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. The Company ceased recording depreciation and amortization for the UK Storage Solutions segment rental fleet, property, plant

and equipment, and operating lease assets during the fourth quarter of 2022 when the UK Storage Solutions segment initially qualified as held for sale. The criteria for discontinued operations presentation were met and results for the UK Storage Solutions segment were reported in income from discontinued operations within the consolidated statements of operations for all periods presented. The carrying value of the UK Storage Solutions segment's assets and liabilities were presented within assets and liabilities held for sale on the consolidated balance sheets as of December 31, 2022 and 2021.

As part of the divestiture, the Company entered into a customary transition services agreement with the buyer to assist them in the transition of certain functions, including, but not limited to, information technology, accounting and human resources, for a period of six months with an option for the buyer to extend the agreement for a period of up to twelve months. There will be no significant continuing involvement with the UK Storage Solutions segment after its disposal.

The following tables present the results of the former Tank and Pump segment and the UK Storage Solutions segment as reported in income from discontinued operations within the consolidated statements of operations, and the carrying value of the segments' assets and liabilities as presented within assets and liabilities held for sale on the consolidated balance sheets. The 2022 results for the former Tank and Pump segment represent results for the nine months ended September 30, 2022 as the Company sold the former Tank and Pump segment on September 30, 2022. The 2020 results for the former Tank and Pump segment and the UK Storage Solutions segment represent results subsequent to July 1, 2020, the date the Company acquired the segments.


	Year Ended December 31, 2022
(in thousands)	Tank and Pump		UK Storage Solutions		Total
Revenues:
Leasing and services revenue:
Leasing	$	65,572	$	79,772	$	145,344
Delivery and installation	27,665		22,876		50,541
Sales revenue:
New units	2,202		1,106		3,308
Rental units	917		1,455		2,372
Total revenues	96,356		105,209		201,565
Costs:
Costs of leasing and services:
Leasing	13,828		16,737		30,565
Delivery and installation	23,285		14,867		38,152
Costs of sales:
New units	1,636		738		2,374
Rental units	310		1,012		1,322
Depreciation of rental equipment	8,145		4,254		12,399
Gross profit	49,152		67,601		116,753
Expenses:
Selling, general and administrative	18,045		21,795		39,840
Other depreciation and amortization	6,103		5,906		12,009

Currency losses, net	—		138		138
Other expense (income), net	4		(7)		(3)
Operating income	25,000		39,769		64,769
Interest expense	512		789		1,301
Income from discontinued operations before income tax	24,488		38,980		63,468
Income tax expense from discontinued operations	843		34,882		35,725
Gain on sale of discontinued operations	35,456		—		35,456
Income from discontinued operations	$	59,101	$	4,098	$	63,199
Other selected data:
Adjusted EBITDA from discontinued operations	$	37,016	$	48,734	$	85,750


	Year Ended December 31, 2021
(in thousands)	Tank and Pump		UK Storage Solutions		Total
Revenues:
Leasing and services revenue:
Leasing	$	77,527	$	82,106	$	159,633
Delivery and installation	29,530		24,023		53,553
Sales revenue:
New units	2,355		3,534		5,889
Rental units	1,479		1,363		2,842
Total revenues	110,891		111,026		221,917
Costs:
Costs of leasing and services:
Leasing	17,045		17,440		34,485
Delivery and installation	25,057		14,271		39,328
Costs of sales:
New units	1,672		2,357		4,029
Rental units	536		1,287		1,823
Depreciation of rental equipment	14,319		4,428		18,747
Gross profit	52,262		71,243		123,505
Expenses:
Selling, general and administrative	22,194		24,974		47,168
Other depreciation and amortization	9,366		6,887		16,253
Restructuring costs	2		—		2
Currency losses, net	—		121		121
Other expense, net	11		54		65
Operating income	20,689		39,207		59,896
Interest expense	779		850		1,629
Income from discontinued operations before income tax	19,910		38,357		58,267
Income tax expense from discontinued operations	5,277		7,741		13,018
Income from discontinued operations	$	14,633	$	30,616	$	45,249
Other selected data:
Adjusted EBITDA from discontinued operations	$	41,750	$	49,039	$	90,789


	Year Ended December 31, 2020
(in thousands)	Tank and Pump		UK Storage Solutions		Total
Revenues:
Leasing and services revenue:
Leasing	$	32,356	$	32,633	$	64,989
Delivery and installation	14,013		9,409		23,422
Sales revenue:
New units	1,135		3,124		4,259
Rental units	789		1,195		1,984
Total revenues	48,293		46,361		94,654
Costs:
Costs of leasing and services:
Leasing	5,618		7,391		13,009
Delivery and installation	11,015		6,353		17,368
Costs of sales:
New units	741		2,301		3,042
Rental units	272		1,026		1,298
Depreciation of rental equipment	6,743		1,648		8,391
Gross profit	23,904		27,642		51,546
Expenses:
Selling, general and administrative	11,354		10,877		22,231
Other depreciation and amortization	5,348		2,720		8,068
Restructuring costs	54		364		418
Currency gains, net	—		(98)		(98)
Other expense, net	2		2		4
Operating income	7,146		13,777		20,923
Interest expense	200		367		567
Income from discontinued operations before income tax	6,946		13,410		20,356
Income tax expense from discontinued operations	1,783		2,806		4,589
Income from discontinued operations	$	5,163	$	10,604	$	15,767
Other selected data:
Adjusted EBITDA from discontinued operations	$	17,843	$	17,822	$	35,665


	December 31, 2022
(in thousands)	UK Storage Solutions
Assets
Cash and cash equivalents	$	10,384
Trade receivables, net of allowances for doubtful accounts of $300	15,991
Inventories	3,058
Prepaid expenses and other current assets	1,787
Rental equipment, net	165,853
Property, plant and equipment, net	20,645
Operating lease assets	15,134
Goodwill	58,144
Intangible assets, net	6,414
Other non-current assets	1,832
Total assets held for sale	$	299,242
Liabilities
Accounts payable	$	4,515
Accrued expenses	3,273
Accrued employee benefits	1,009
Deferred revenue and customer deposits	6,850
Deferred tax liabilities	29,737
Operating lease liabilities	15,192
Other non-current liabilities	6,278
Total liabilities held for sale	$	66,854


	December 31, 2021
(in thousands)	Tank and Pump		UK Storage Solutions		Total
Assets
Cash and cash equivalents	$	—	$	6,306	$	6,306
Trade receivables, net of allowance for credit losses of $1,469 related to Tank and Pump and $387 related to UK Storage Solutions	31,031		17,571		48,602
Inventories	647		2,297		2,944
Prepaid expenses and other current assets	222		1,604		1,826
Rental equipment, net	134,973		168,208		303,181
Property, plant and equipment, net	29,931		24,071		54,002
Operating lease assets	11,720		16,592		28,312
Goodwill	100,107		65,098		165,205
Intangible assets, net	8,750		9,053		17,803
Other non-current assets	55		2,659		2,714
Total assets held for sale	$	317,436	$	313,459	$	630,895
Liabilities
Accounts payable	$	8,001	$	7,707	$	15,708
Accrued expenses	4,603		2,971		7,574
Accrued employee benefits	2,487		1,528		4,015
Deferred revenue and customer deposits	27		7,269		7,296
Deferred tax liabilities	17,095		32,110		49,205
Operating lease liabilities	11,959		17,174		29,133
Other non-current liabilities	23,487		5,154		28,641
Total liabilities held for sale	$	67,659	$	73,913	$	141,572

At December 31, 2021, assets held for sale of $1.0 million were not related to the former Tank and Pump segment or the UK Storage Solutions segment and were excluded from the table above.

For the years ended December 31, 2022, 2021 and 2020, significant operating and investing items related to the former Tank and Pump segment were as follows:


	Years Ended December 31,
(in thousands)	2022		2021		2020
Operating activities of discontinued operations:
Depreciation and amortization	$	14,248	$	23,685	$	12,091

Investing activities of discontinued operations:
Proceeds from sale of rental equipment	$	918	$	1,480	$	789
Purchases of rental equipment and refurbishments	$	(21,831)	$	(17,747)	$	(2,394)
Proceeds from sale of property, plant and equipment	$	—	$	388	$	72
Purchases of property, plant and equipment	$	(525)	$	(1,743)	$	(465)

The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former Tank and Pump segment for the years ended December 31, 2022, 2021 and 2020, respectively. See Note 18 for further information regarding Adjusted EBITDA.


	Years Ended December 31,
(in thousands)	2022		2021		2020
Income from discontinued operations	$	59,101	$	14,633	$	5,163
Gain on sale of discontinued operations	35,456		—		—
Income tax expense from discontinued operations	843		5,277		1,783
Income from discontinued operations before income tax and gain on sale	24,488		19,910		6,946
Interest expense	512		779		200
Depreciation and amortization	14,248		23,685		12,091
Restructuring costs, lease impairment expense and other related charges	—		2		54
Integration costs	—		14		—
Stock compensation expense	18		222		—
Other	(2,250)		(2,862)		(1,448)
Adjusted EBITDA from discontinued operations	$	37,016	$	41,750	$	17,843

For the years ended December 31, 2022, 2021 and 2020, significant operating and investing items related to the UK Storage Solutions segment were as follows:


	Years Ended December 31,
(in thousands)	2022		2021		2020
Operating activities of discontinued operations:
Depreciation and amortization	$	10,160	$	11,315	$	4,368

Investing activities of discontinued operations:
Proceeds from sale of rental equipment	$	1,455	$	1,363	$	1,195
Purchases of rental equipment and refurbishments	$	(23,931)	$	(27,830)	$	(1,693)
Proceeds from sale of property, plant and equipment	$	504	$	387	$	—
Purchases of property, plant and equipment	$	(3,752)	$	(1,680)	$	(1,043)

The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the UK Storage Solutions segment for the years ended December 31, 2022, 2021 and 2020, respectively. See Note 18 for further information regarding Adjusted EBITDA.


	Years Ended December 31,
(in thousands)	2022		2021		2020
Income from discontinued operations	$	4,098	$	30,616	$	10,604
Income tax expense from discontinued operations	34,882		7,741		2,806
Income from discontinued operations before income tax and gain on sale	38,980		38,357		13,410
Interest expense	789		850		367
Depreciation and amortization	10,160		11,315		4,368
Currency losses, net	138		121		(98)
Restructuring costs, lease impairment expense and other related charges	—		—		364


Stock compensation expense	197		39		—
Other	(1,530)		(1,643)		(589)
Adjusted EBITDA from discontinued operations	$	48,734	$	49,039	$	17,822

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas for the years ended December 31, as follows:


	Years Ended December 31,
(in thousands)	2022		2021		2020
US	$	1,998,796	$	1,542,076	$	1,179,171
Canada	125,536		116,070		79,630
Mexico	18,291		14,834		14,190
Total revenues	$	2,142,623	$	1,672,980	$	1,272,991

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 rental modular space and portable space units along with VAPS, which include furniture, steps, ramps, basic appliances, internet connectivity devices, and other items used by customers in connection with the Company's products. 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 years ended December 31, was as follows:


	Years Ended December 31,
(in thousands)	2022		2021		2020
Modular space leasing revenue	$	840,926	$	697,852	$	581,452
Portable storage leasing revenue	361,197		233,868		114,952
VAPS and third party leasing revenues(a)	343,625		263,021		194,809
Other leasing-related revenue(b)	75,942		57,749		45,245
Leasing revenue	1,621,690		1,252,490		936,458
Delivery and installation revenue	429,152		321,129		250,734
Total leasing and services revenue	2,050,842		1,573,619		1,187,192
New unit sales revenue	40,338		46,993		48,834
Rental unit sales revenue	51,443		52,368		36,965
Total revenues	$	2,142,623	$	1,672,980	$	1,272,991

(a) Includes $25.3 million, $17.1 million, and $16.1 million of VAPS service revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

(b) Includes primarily damage billings, delinquent payment charges, and other processing fees.

Leasing and Services Revenue

The majority of revenue (75%, 74%, and 72% for the years ended December 31, 2022, 2021 and 2020, respectively) is generated by lease income subject to the guidance of ASC 842. The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606.

At December 31, 2022 and for the years ended December 31, 2023 through 2027 and thereafter, future committed leasing revenues under non-cancelable operating leases with the Company’s customers, excluding revenue from delivery and installation and potential lease extensions, were as follows:


(in thousands)	Operating Leases
2023	$	326,819
2024	111,650
2025	38,578
2026	16,074
2027	6,731
Thereafter	5,513
Total	$	505,365

Receivables

The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 606 and ASC 842, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues.

Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets. No single customer accounted for more than 1.7% and 1.6% of the Company’s receivables at December 31, 2022 and 2021, respectively. The Company's top five customers with the largest open receivables balances represented 5.4% and 5.6% of the total receivables balance as of December 31, 2022 and 2021, respectively. 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. During the years ended December 31, 2022, 2021 and 2020, the Company recognized bad debt expense to reflect changes in the allowance for credit losses of $10.4 million, $16.4 million, and $12.7 million, respectively, within SG&A expense in its consolidated statements of operations. For the years ended December 31, 2022, 2021 and 2020, the provision for credit losses included $23.7 million, $19.8 million and $18.3 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection was not considered probable.

Contract Assets and Liabilities

When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. The balance sheet classification of deferred revenue is determined based on the contractual lease term. For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed. During the years ended December 31, 2022, 2021 and 2020, $47.2 million, $38.8 million and $35.6 million, respectively, of deferred revenue relating to these services, was recognized as revenue. At December 31, 2022 and 2021, the Company had approximately $102.2 million and $74.4 million, respectively, of deferred revenue related to these services.

The Company does not have material contract assets, and it did not recognize any material impairments of 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 made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the costs ultimately incurred to provide those services and therefore the Company is applying the optional exemption 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.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

As of December 31, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows:


(in thousands)	Operating Leases		Finance Leases
2023	$	60,119	$	15,580
2024	51,123		13,873
2025	42,828		13,547
2026	31,702		13,217
2027	20,846		9,988
Thereafter	51,895		16,331
Total lease payments	258,513		82,536
Less: interest	(38,396)		(8,166)
Present value of lease liabilities	$	220,117	$	74,370

Finance lease liabilities are included within long-term debt and current portion of long-term debt on the consolidated balance sheets.

The Company’s lease activity during the years ended December 31, 2022, 2021, and 2020 was as follows:


	Years Ended December 31,
Financial Statement Line (in thousands)	2022		2021		2020
Finance Lease Expense
Amortization of finance lease assets	$	13,900	$	12,602	$	6,713
Interest on obligations under finance leases	1,899		1,406		719
Total finance lease expense	$	15,799	$	14,008	$	7,432

Operating Lease Expense
Fixed lease expense
Cost of leasing and services	$	2,797	$	3,979	$	5,723
Selling, general and administrative	59,804		53,977		40,616
Lease impairment expense and other related charges	213		2,028		2,800
Short-term lease expense
Cost of leasing and services	32,947		22,335		25,576
Selling, general and administrative	1,792		794		1,937
Lease impairment expense and other related charges	—		—		471
Variable lease expense
Cost of leasing and services	5,388		7,794		6,981
Selling, general and administrative	7,249		4,642		4,698
Lease impairment expense and other related charges	40		492		855
Total operating lease expense	$	110,230	$	96,041	$	89,657

The Company initiated certain restructuring plans associated with the Merger to capture operating synergies as a result of integrating these entities. The restructuring activities primarily included the termination of leases for duplicative branches, equipment, and other facilities. As part of these plans, certain of its leased locations were vacated and leases were terminated or impaired.

During the year ended December 31, 2022, the Company recorded $0.3 million in lease impairment expense and other related charges which is comprised of closed location rent expense. During the year ended December 31, 2021, the Company recorded $2.9 million in lease impairment expense and other related charges which is comprised of $0.3 million loss on lease exit and $2.6 million in closed location rent expense. During the year ended December 31, 2020, the Company recorded $4.9 million in lease impairment expense and other related charges which is comprised of $0.7 million loss on lease exit and $4.2 million in closed location rent expense.

Supplemental cash flow information related to leases for the years ended December 31, 2022, 2021, and 2020 were as follows:


	Years Ended December 31,
Supplemental Cash Flow Information (in thousands)	2022		2021		2020
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	61,418	$	58,931	$	43,185
Operating cash outflows from finance leases	$	1,895	$	1,432	$	696
Financing cash outflows from finance leases	$	15,159	$	12,476	$	6,379

Right of use assets obtained in exchange for lease obligations	$	55,005	$	66,887	$	33,256
Assets obtained in exchange for finance leases	$	29,803	$	19,435	$	7,915

Weighted-average remaining operating lease terms and the weighted average discount rates as of December 31 were as follows:


Lease Terms and Discount Rates	2022		2021
Weighted-average remaining lease term - operating leases	5.8 years		6.0 years
Weighted-average discount rate - operating leases	5.4	%	5.1	%
Weighted-average remaining lease term - finance leases	5.1 years		4.8 years
Weighted-average discount rate - finance leases	3.4	%	2.7	%

Leases

As of December 31, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows:


(in thousands)	Operating Leases		Finance Leases
2023	$	60,119	$	15,580
2024	51,123		13,873
2025	42,828		13,547
2026	31,702		13,217
2027	20,846		9,988
Thereafter	51,895		16,331
Total lease payments	258,513		82,536
Less: interest	(38,396)		(8,166)
Present value of lease liabilities	$	220,117	$	74,370

Finance lease liabilities are included within long-term debt and current portion of long-term debt on the consolidated balance sheets.

The Company’s lease activity during the years ended December 31, 2022, 2021, and 2020 was as follows:


	Years Ended December 31,
Financial Statement Line (in thousands)	2022		2021		2020
Finance Lease Expense
Amortization of finance lease assets	$	13,900	$	12,602	$	6,713
Interest on obligations under finance leases	1,899		1,406		719
Total finance lease expense	$	15,799	$	14,008	$	7,432

Operating Lease Expense
Fixed lease expense
Cost of leasing and services	$	2,797	$	3,979	$	5,723
Selling, general and administrative	59,804		53,977		40,616
Lease impairment expense and other related charges	213		2,028		2,800
Short-term lease expense
Cost of leasing and services	32,947		22,335		25,576
Selling, general and administrative	1,792		794		1,937
Lease impairment expense and other related charges	—		—		471
Variable lease expense
Cost of leasing and services	5,388		7,794		6,981
Selling, general and administrative	7,249		4,642		4,698
Lease impairment expense and other related charges	40		492		855
Total operating lease expense	$	110,230	$	96,041	$	89,657

Supplemental cash flow information related to leases for the years ended December 31, 2022, 2021, and 2020 were as follows:


	Years Ended December 31,
Supplemental Cash Flow Information (in thousands)	2022		2021		2020
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	61,418	$	58,931	$	43,185
Operating cash outflows from finance leases	$	1,895	$	1,432	$	696
Financing cash outflows from finance leases	$	15,159	$	12,476	$	6,379

Right of use assets obtained in exchange for lease obligations	$	55,005	$	66,887	$	33,256
Assets obtained in exchange for finance leases	$	29,803	$	19,435	$	7,915

Weighted-average remaining operating lease terms and the weighted average discount rates as of December 31 were as follows:


Lease Terms and Discount Rates	2022		2021
Weighted-average remaining lease term - operating leases	5.8 years		6.0 years
Weighted-average discount rate - operating leases	5.4	%	5.1	%
Weighted-average remaining lease term - finance leases	5.1 years		4.8 years
Weighted-average discount rate - finance leases	3.4	%	2.7	%

Inventories

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventories

InventoriesInventories at December 31, consisted of the following:


(in thousands)	2022		2021
Raw materials	$	38,611	$	26,059
Finished units	2,419		3,736
Inventories	$	41,030	$	29,795

Rental Equipment, net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Rental Equipment, net

Rental equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Modular space units	$	3,197,779	$	3,005,195
Portable storage units	849,193		585,034
Value added products	203,444		167,694
Total rental equipment	4,250,416		3,757,923
Less: accumulated depreciation	(1,173,129)		(980,123)
Rental equipment, net	$	3,077,287	$	2,777,800

Property, Plant and Equipment, net

Property, plant and equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Land, buildings, and leasehold improvements	$	174,322	$	154,269
Vehicles and equipment	167,337		132,733
Office furniture, fixtures and software	106,747		79,659
Total property, plant and equipment	448,406		366,661
Less: accumulated depreciation	(143,747)		(108,485)
Property, plant and equipment, net	$	304,659	$	258,176

Depreciation expense related to property, plant and equipment was $38.6 million, $37.5 million, and $23.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022 and 2021, the gross cost of property, plant and equipment assets under finance leases was $84.7 million and $63.2 million, respectively, with related accumulated depreciation of $26.9 million and $17.6 million, respectively. The depreciation expense for these assets is presented in other depreciation and amortization in the consolidated statements of operations.

Property, Plant and Equipment, net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Rental Equipment, net

Rental equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Modular space units	$	3,197,779	$	3,005,195
Portable storage units	849,193		585,034
Value added products	203,444		167,694
Total rental equipment	4,250,416		3,757,923
Less: accumulated depreciation	(1,173,129)		(980,123)
Rental equipment, net	$	3,077,287	$	2,777,800

Property, Plant and Equipment, net

Property, plant and equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Land, buildings, and leasehold improvements	$	174,322	$	154,269
Vehicles and equipment	167,337		132,733
Office furniture, fixtures and software	106,747		79,659
Total property, plant and equipment	448,406		366,661
Less: accumulated depreciation	(143,747)		(108,485)
Property, plant and equipment, net	$	304,659	$	258,176

Depreciation expense related to property, plant and equipment was $38.6 million, $37.5 million, and $23.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill were as follows:


(in thousands)	Modular		Storage		Total
Balance at December 31, 2020	$	235,828	$	726,529	$	962,357
Changes to Mobile Mini purchase accounting	285,000		(233,666)		51,334
Effects of movements in foreign exchange rates	221		(311)		(90)
Balance at December 31, 2021	521,049		492,552		1,013,601
Effects of movements in foreign exchange rates	(2,172)		—		(2,172)
Balance at December 31, 2022	$	518,877	$	492,552	$	1,011,429

The Company conducted its annual impairment test of goodwill as of October 1, 2022 and determined that there was no impairment of goodwill identified as a result of the annual impairment analysis. Accumulated historical goodwill impairment losses were $792.8 million and pertain to the Modular segment (as defined in Note 18) prior to Double Eagle Acquisition Corporation's ("DEAC") acquisition of Williams Scotsman International, Inc. ("WSII") in 2017. There were no goodwill impairments recorded for the years ended December 31, 2022, 2021 and 2020.

Intangible Assets

Intangible assets other than goodwill at December 31, consisted of the following:


	December 31, 2022
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Mobile Mini customer relationships	5.5	$	188,000	$	(58,750)	$	129,250
Technology	3.5	1,500		(625)		875
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		$	478,500	$	(59,375)	$	419,125


	December 31, 2021
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Mobile Mini customer relationships	6.5	$	188,000	$	(35,250)	$	152,750
Technology	4.5	1,500		(375)		1,125
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		$	478,500	$	(35,625)	$	442,875

For the years ended December 31, 2022, 2021 and 2020, the aggregate amount recorded to depreciation and amortization expense for intangible assets subject to amortization was $23.8 million, $24.3 million and $12.1 million, respectively.

As of December 31, 2022, the expected future amortization expense for intangible assets is as follows:


(in thousands)	Amortization Expense
2023	$	23,750
2024	23,750
2025	23,750
2026	23,625
2027	23,500
Thereafter	11,750
Total	$	130,125

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

The carrying value of debt outstanding at December 31 consisted of the following:


(in thousands, except rates)	Interest rate	Year of maturity	2022		2021
2025 Secured Notes	6.125%	2025	$	520,350	$	518,117
ABL Facility(a)	Varies	2027	1,988,176		1,612,783
2028 Secured Notes	4.625%	2028	493,470		492,490
Finance Leases	Varies	Varies	74,370		60,409
Total debt			3,076,366		2,683,799
Less: current portion of long-term debt			13,324		11,968
Total long-term debt			$	3,063,042	$	2,671,831

(a) As of December 31, 2022 and 2021, the Company had no outstanding principal borrowings on the Multicurrency Facility (defined below) and $2.5 million and $6.2 million, respectively, of related debt issuance costs. No related debt issuance costs were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $2.5 million and $6.2 million in excess of principal was included in other non-current assets on the consolidated balance sheets as of December 31, 2022 and 2021, respectively.

Maturities of debt, including finance leases, during the years subsequent to December 31, 2022 are as follows:


(in thousands)
2023	$	15,580
2024	13,873
2025	540,047
2026	13,217
2027	2,029,988
Thereafter	516,331
Total	$	3,129,036

The Company has debt issuance costs recorded as offsets against the carrying value of the related debt. These debt costs will be amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows:


(in thousands)	Debt issuance cost amortization
2023	$	11,048
2024	$	11,263
2025	$	9,987
2026	$	8,826
2027	$	5,069
Thereafter	$	836

Asset Backed Lending Facility

On July 1, 2020, in connection with the completion of the Merger, Williams Scotsman Holdings Corp ("Holdings"), WSII, and certain of its subsidiaries, entered into a new asset-based credit agreement that initially provided for revolving credit facilities in the aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $2.0 billion (the "US Facility"), available to WSII and certain of its subsidiaries (collectively, the "US Borrowers"), and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," together with the US Facility, the "ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros by the US Borrowers and certain of WSII's wholly-owned subsidiaries organized in Canada and in the UK. On July 1, 2020, in connection with the completion of the Merger, approximately $1.47 billion of proceeds from the ABL Facility were used to repay an asset-based credit agreement entered into by the Company in 2017 and an asset-backed lending facility assumed in the transaction with Mobile Mini, as well as, to pay fees and expenses related to the Merger and the related financing transactions. In connection with these repayments, the Company wrote off $4.4 million of deferred financing costs to loss on extinguishment of debt. The ABL Facility was initially scheduled to mature on July 1, 2025.

Borrowings under the ABL Facility bear interest at a base rate plus an applicable margin determined quarterly by reference to the Company's excess availability for the most recently completed quarter. Borrowings under the ABL Facility initially bore interest at (i) in the case of US Dollars, at WSII's option, either an adjusted LIBOR rate plus 1.875% or an alternative base rate plus 0.875%, (ii) in the case of Canadian Dollars, at WSII's option, either a Canadian BA rate plus 1.875% or Canadian prime rate plus 0.875%, and (iii) in the case of Euros and British Pounds Sterling, an adjusted LIBOR rate plus 1.875%. Effective January 7, 2022, borrowings were subject to the highest applicable margin and bore interest at (i) in the case of US Dollars, at the borrower's option, either an adjusted LIBOR rate plus 2.125% or an alternative base rate plus 1.125%, (ii) in the case of Canadian Dollars, at the borrower's option, either a Canadian BA rate plus 2.125% or Canadian prime rate plus 1.125%, (iii) in the case of Euros, the EURIBOR rate plus 2.125%, and (iv) in the case of British Pounds Sterling, the SONIA rate plus 2.125%. On December 13, 2021, due to the upcoming transition of LIBOR, the ABL Facility was amended to adjust the rate for borrowings denominated in Euros from a LIBOR-based rate to the EURIBOR (Euro Interbank Offered Rate) rate plus 1.875% and to adjust the rate of borrowings denominated in British Pounds Sterling from a LIBOR-based rate to the SONIA (Sterling Overnight Index Average) rate plus 1.9076%. On December 16, 2021, the ABL Facility was amended to permit (i) the merger of WSII with and into Williams Scotsman, Inc. ("WSI") and (ii) WSI to assume the duties and obligations of WSII, the administrative borrower of the ABL Facility.

On June 30, 2022, certain subsidiaries of the Company entered into an amendment to the ABL Facility to, among other things, extend the expiration date until June 30, 2027 and increase the aggregate principal amount of the revolving credit facilities to $3.7 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”) and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros. The amendment also converted the interest rate for borrowings denominated in US dollars from a LIBOR-based rate to a Term SOFR-based rate with an interest period of one month and adjusted the applicable margins. The applicable margin for Canadian BA rate, Term SOFR, British Pounds Sterling and Euros loans is 1.50%. The facility includes a credit spread adjustment of 0.10% in addition to the applicable margin. The applicable margin for base rate and Canadian Prime Rate loans is 0.50%. The applicable margins are subject to one step down of 0.25% based on excess availability or one step up of 0.25% based on the Company's leverage ratio. The ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of 0.2% annually. At December 31, 2022, the weighted average interest rate for borrowings under the ABL Facility was 5.91%.

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 December 31, 2022, the Line Cap was $3.0 billion and the Borrowers had approximately $1.0 billion of available borrowing capacity under the ABL Facility, including $705.0 million under the US Facility and $309.1 million under the Multicurrency Facility. Borrowing capacity under the ABL Facility is made available for up to $205.9 million of letters of credit and up to $220.0 million of swingline loans. At December 31, 2022, letters of credit

and bank guarantees carried fees of 1.625%. The Company had issued $14.1 million of standby letters of credit under the ABL Facility at December 31, 2022.

The Company had approximately $2.0 billion outstanding principal under the ABL Facility at December 31, 2022. Debt issuance costs of $31.8 million were included in the carrying value of the ABL Facility at December 31, 2022.

The obligations of the US Borrowers are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of Holdings, other than excluded subsidiaries (together with Holdings, the "US Guarantors"). The obligations of the Multicurrency Borrowers are unconditionally guaranteed by the US Borrowers and the US Guarantors, and each existing and subsequently acquired or organized direct or indirect wholly-owned Canadian organized restricted subsidiary of Holdings other than certain excluded subsidiaries (together with the US Guarantors, the "ABL Guarantors").

2025 Senior Secured Notes

In anticipation of the Merger, on June 15, 2020, Picasso Finance Sub, Inc., a newly-formed indirect finance subsidiary (the "Finance Sub") of the Company completed a private offering of $650.0 million in aggregate principal amount of its 6.125% senior secured notes due 2025 (the "2025 Secured Notes") to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended ("Rule 144A"). In connection with the completion of the Merger, on July 1, 2020, the proceeds were used to repay the 2022 Senior Secured Notes, repay Mobile Mini senior notes assumed in the acquisition and pay certain fees and expenses related to the Merger and the related financing transactions. In addition, Finance Sub was merged into WSII on July 1, 2020. The Company recorded $14.3 million in deferred financing fees related to the 2025 Secured Notes.

The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125% per annum. Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020. If the Company undergoes a change of control or sells certain of its assets, the Company may be required to offer to repurchase the 2025 Secured Notes. Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $6.2 million as of December 31, 2022.

In the first quarter of 2021, using cash on hand and borrowings on the ABL Facility, the Company redeemed 10% of the outstanding principal, or $65.0 million, of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the consolidated statement of operations of $3.2 million comprised of a redemption premium of $1.9 million and write off of unamortized deferred financing fees of $1.3 million. In the second quarter of 2021, using cash on hand and borrowings on the ABL Facility, the Company redeemed 10% of the outstanding principal, or $58.5 million, of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the consolidated statement of operations of $2.8 million comprised of a redemption premium of $1.8 million and write-off of unamortized deferred financing fees of $1.0 million.

On and after June 15, 2022, the Company may redeem the 2025 Secured Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount set forth below plus accrued and unpaid interest to but not including the applicable redemption date, subject to the holders' right to receive interest due on an interest payment date falling on or prior to the redemption date, if redeemed during the twelve-month period beginning on June 15 of each of the years set forth below.


Year	Redemption Price
2022	103.063	%
2023	101.531	%
2024 and thereafter	100.000	%

On December 23, 2021, in connection with the merger of WSII with and into WSI, WSI entered into the 2025 Notes Supplemental Indenture, pursuant to which WSI assumed all of WSII's obligations and rights related to the 2025 Secured Notes. The 2025 Secured Notes are unconditionally guaranteed by each of WSII's direct and indirect domestic subsidiaries and WSII's parent, Holdings (collectively, "the Note Guarantors"). WillScot Mobile Mini is not a guarantor of the 2025 Secured Notes. The Note Guarantors, as well as certain of the Company’s non-US subsidiaries, 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 2025 Secured Notes. These guarantees are secured by a second priority security interest in substantially all of the assets of WSII and the Note Guarantors, subject to customary exclusions. The guarantees of the 2025 Secured Notes by WillScot Equipment II, LLC, a Delaware limited liability company which holds certain of WSII’s assets in the US, will be subordinated to its obligations under the ABL Facility.

2028 Senior Secured Notes

On August 25, 2020, the Company completed a private offering of $500.0 million in aggregate principal amount of 4.625% senior secured notes due 2028 (the "2028 Secured Notes") to qualified institutional buyers pursuant to Rule 144A. Proceeds were used to repay the 2023 Senior Secured Notes. The 2028 Secured Notes mature on August 15, 2028 and bear interest at a rate of 4.625% per annum. Interest is payable semi-annually on August 15 and February 15 of each year, beginning February 15, 2021. Unamortized deferred financing costs pertaining to the 2028 Secured Notes were $6.5 million as of December 31, 2022.

The Company may redeem the 2028 Secured Notes at any time before August 15, 2023 at a redemption price equal to 100% of the principal amount thereof, plus a customary make whole premium for the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. Before August 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Secured Notes at a price equal to 104.625% of the principal amount of the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings. At any time prior to August 15, 2023, the Company may also redeem up to 10% of the aggregate principal amount at a redemption price equal to 103% of the principal amount of the 2028 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date. If the Company undergoes a change of control or sells certain of its assets, the Company may be required to offer to repurchase the 2028 Secured Notes.

On and after August 15, 2023, the Company may redeem the 2028 Secured Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount set forth below plus accrued and unpaid interest to but not including the applicable redemption date, subject to the holders' right to receive interest due on an interest payment date falling on or prior to the redemption date, if redeemed during the twelve-month period beginning on August 15 of each of the years set forth below.


Year	Redemption Price
2023	102.313	%
2024	101.156	%
2025 and thereafter	100.000	%

On December 23, 2021, in connection with the merger of WSII with and into WSI, WSI entered into the 2028 Notes Supplemental Indenture, pursuant to which WSI assumed all of WSII's obligations and rights related to the 2028 Secured Notes. The 2028 Secured Notes are unconditionally guaranteed by the Note Guarantors. WillScot Mobile Mini is not a guarantor of the 2028 Secured Notes. The Note Guarantors, as well as certain of the Company’s non-US subsidiaries, 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 2028 Secured Notes. These guarantees are secured by a second priority security interest in substantially all of the assets of WSII and the Note Guarantors, subject to customary exclusions. The guarantees of the 2028 Secured Notes by WillScot Equipment II, LLC, a Delaware limited liability company which holds certain of WSII’s assets in the US, will be subordinated to its obligations under the ABL Facility.

2022 Senior Secured Notes

In connection with the Merger and related financing transactions in the third quarter of 2020, using proceeds from the 2025 Secured Notes, the Company redeemed all of its 2022 Senior Secured Notes and recorded a loss on extinguishment of debt in the 2020 consolidated statement of operations of $15.2 million comprised of a redemption premium of $10.6 million and write off of unamortized deferred financing fees of $4.6 million.

2023 Senior Secured Notes

In connection with the private offering of its 2028 Secured Notes, the Company used the offering proceeds to repay, along with expenses, the $441.0 million outstanding principal amount of its 2023 Senior Secured Notes at a redemption price of 103.438% plus accrued interest and unpaid interest. The Company recorded a loss on extinguishment of debt in the 2020 consolidated statement of operations of $22.7 million comprised of a redemption premium of $16.6 million and a write off of unamortized deferred financing fees of $6.1 million.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment. At December 31, 2022 and December 31, 2021, obligations under the finance leases for certain real property and transportation related equipment were $74.4 million and $60.4 million, respectively.

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments for the year ended December 31, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Equity

Preferred Stock

WillScot Mobile Mini's certificate of incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with a par value of $0.0001 per share. As of December 31, 2022, the Company has zero shares of Preferred Stock issued and outstanding.

Common Stock

WillScot Mobile Mini's certificate of incorporation authorizes the issuance of 500,000,000 shares of Common Stock with a par value of $0.0001 per share. The Company has 207,951,682 shares of Common Stock issued and outstanding as of December 31, 2022. The outstanding shares of the Company's Common Stock are duly authorized, validly issued, fully paid and non-assessable.

On June 30, 2020, as contemplated by the Merger, Sapphire Holdings exchanged each of its shares of common stock of Holdings for 1.3261 shares of newly issued WillScot Class A Common Stock (the "Sapphire Exchange"). As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot's Class B Common Stock, par value $0.0001 per share, were automatically canceled for no consideration and the existing exchange agreement was automatically terminated. As a result of the Sapphire Exchange, Sapphire Holdings became a wholly-owned subsidiary of WillScot. Sapphire Holdings received 10,641,182 shares of Common Stock of WillScot in the Sapphire Exchange. Prior to the Sapphire Exchange, Sapphire Holdings' ownership of Holdings was recorded as a non-controlling interest in the consolidated financial statements. Subsequent to the Sapphire Exchange, the Company's subsidiaries are each wholly owned and there is no non-controlling interest. As a result of the Sapphire Exchange, non-controlling interest of $63.9 million was reclassified to $66.9 million of additional paid-in-capital and $3.0 million to accumulated other comprehensive loss, on the consolidated balance sheet.

In connection with the Merger on July 1, 2020, the Company issued 106,426,722 shares of Class A Common Stock in exchange for Mobile Mini Common Stock outstanding and subsequently filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of the Class A Common Stock and converted such shares into shares of Common Stock, par value of $0.0001 per share, of WillScot Mobile Mini.

In connection with stock compensation vesting and stock option exercises described in Note 16, and the warrant exercises described below, the Company issued 3,847,905, 6,752,647 and 3,151,400 shares of Common Stock during the years ended December 31, 2022, 2021 and 2020, respectively.

Stock Repurchase Program

On August 7, 2020, the Company's Board of Directors approved a stock repurchase program that authorized the Company to repurchase up to $250 million of its outstanding shares of Common Stock and equivalents. In April 2021, the Board of Directors approved an increase in repurchase authority up to $500 million. In October 2021, the Board of Directors replaced the existing share repurchase program with a new share repurchase program that authorized the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents. In July 2022, the Board of Directors approved an increase to the share repurchase program authorizing the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing, business, legal, accounting, and other considerations. The Company may repurchase its shares in open market transactions or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and will be conducted subject to the covenants in the agreements governing indebtedness.

During the year ended December 31, 2022, the Company repurchased 19,854,424 shares of Common Stock and stock equivalents for $756.9 million. During the year ended December 31, 2021, the Company repurchased 12,878,490 shares of Common Stock and stock equivalents for $365.9 million. As of December 31, 2022, $630.8 million of the approved repurchase pool remained available.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2022, 2021 and 2020, were as follows:


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2019	$	(52,982)	$	(9,793)	$	(62,775)
Other comprehensive income (loss) before reclassifications	28,404		(11,874)		16,530
Reclassifications from AOCI to income (a)	—		10,125		10,125
Less other comprehensive (loss) income attributable to non-controlling interest	1,183		702		1,885
Impact of elimination of non-controlling interest on accumulated other comprehensive income	(1,299)		(1,673)		(2,972)
Balance at December 31, 2020	(24,694)		(12,513)		(37,207)
Other comprehensive income (loss) before reclassifications	(880)		(2,985)		(3,865)
Reclassifications from AOCI to income (a)	—		12,001		12,001
Balance at December 31, 2021	(25,574)		(3,497)		(29,071)
Other comprehensive loss before reclassifications	(44,548)		(1,033)		(45,581)
Reclassifications from AOCI to income (a)	—		4,530		4,530
Balance at December 31, 2022	$	(70,122)	$	—	$	(70,122)

(a) For the years ended December 31, 2022, 2021 and 2020, $4.5 million, $12.0 million and $10.1 million, respectively, was reclassified from AOCI into the consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 14. For the years ended December 31, 2022, 2021 and 2020, the Company recorded tax benefits of $1.1 million, $3.0 million and $2.4 million, respectively, associated with this reclassification.

Warrants

2015 Public Warrants

In 2015, as part of its initial public offering, the Company issued warrants (the “2015 Public Warrants”). Each 2015 Public Warrant entitled the holder to purchase one-half of one share of WillScot Class A Common Stock at a price of $5.75 per half share (or $11.50 per whole share), subject to adjustment. In the first quarter of 2020, the 2015 Public Warrants were exercised or redeemed as follows: (i) 796,610 warrants were exercised for cash proceeds of $4.6 million and the Company issued 398,305 shares of Class A Common Stock, (ii) 5,836,048 warrants were exercised on a cashless basis and the Company issued 1,097,162 shares of Class A Common Stock, and (iii) 38,509 remaining warrants were redeemed for $0.01 per warrant. Effective February 2020, no 2015 Public Warrants were outstanding.

2015 Private Warrants

The Company also issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”). The 2015 Private Warrants were purchased at a price of $0.50 per unit for an aggregate purchase price of $9.75 million. The 2015 Private Warrants were identical to the 2015 Public Warrants, except that, if held by certain original investors (or their permitted assignees), the 2015 Private Warrants could be exercised on a cashless basis and were not subject to redemption.

During the year ended December 31, 2020, 4,781,700 of the 2015 Private Warrants were repurchased for $21.6 million and cancelled, and 70,000 of the 2015 Private Warrants were exercised, resulting in the Company receiving cash proceeds of $0.4 million and issuing 35,000 shares of Common Stock. During the year ended December 31, 2021, 3,055,000 of the 2015 Private Warrants were repurchased for $25.5 million and cancelled, and 9,655,000 warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock. As a result of these transactions, effective May 2021, no 2015 Private Warrants were outstanding.

2018 Warrants

In connection with the acquisition of Modular Space Holdings, Inc. ("ModSpace") in 2018, the Company issued warrants to purchase approximately 10.0 million shares of WillScot Class A Common Stock (the "2018 Warrants") to former shareholders of ModSpace. Each 2018 Warrant entitled the holder to purchase one share of WillScot Class A Common Stock at an exercise price of $15.50 per share, subject to potential adjustment. The 2018 Warrants expired on November 29, 2022.

During the year ended December 31, 2020, 195,410 of the 2018 warrants were exercised, on a cashless basis, and 38,802 shares of the Company's Common Stock were issued. Also, during the year ended December 31, 2020, the Company repurchased and subsequently cancelled 51,865 of the 2018 warrants for approximately $0.3 million.

During the year ended December 31, 2021, 254,373 of the 2018 Warrants were repurchased for $2.9 million and cancelled. In addition, during the year ended December 31, 2021, 5,397,695 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,835,968 shares of Common Stock.

During the year ended December 31, 2022, 33,965 of the 2018 Warrants were repurchased for $0.6 million and cancelled. In addition, during the year ended December 31, 2022, 4,011,665 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,590,940 shares of Common Stock. The remaining 32,543 of 2018 Warrants expired on November 29, 2022. As a result of these transactions, at December 31, 2022, no 2018 Warrants were outstanding.

The Company accounted for its warrants as follows: (i) the 2015 Public Warrants as liabilities through their final redemption in February 2020, (ii) the 2015 Private Warrants as liabilities through their final repurchase or exercise in May 2021, and (iii) the 2018 Warrants as liabilities until June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled. Subsequent to June 30, 2020, the 2018 Warrants were equity classified through their expiration in November 2022.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Warrants

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Warrants

Equity

Preferred Stock

Common Stock

Stock Repurchase Program

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2022, 2021 and 2020, were as follows:


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2019	$	(52,982)	$	(9,793)	$	(62,775)
Other comprehensive income (loss) before reclassifications	28,404		(11,874)		16,530
Reclassifications from AOCI to income (a)	—		10,125		10,125
Less other comprehensive (loss) income attributable to non-controlling interest	1,183		702		1,885
Impact of elimination of non-controlling interest on accumulated other comprehensive income	(1,299)		(1,673)		(2,972)
Balance at December 31, 2020	(24,694)		(12,513)		(37,207)
Other comprehensive income (loss) before reclassifications	(880)		(2,985)		(3,865)
Reclassifications from AOCI to income (a)	—		12,001		12,001
Balance at December 31, 2021	(25,574)		(3,497)		(29,071)
Other comprehensive loss before reclassifications	(44,548)		(1,033)		(45,581)
Reclassifications from AOCI to income (a)	—		4,530		4,530
Balance at December 31, 2022	$	(70,122)	$	—	$	(70,122)

Warrants

2015 Public Warrants

2015 Private Warrants

2018 Warrants

- Definition

+ References

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The components of income tax expense (benefit) from continuing operations for the years ended December 31, are comprised of the following:


(in thousands)	2022		2021		2020
Current
Federal	$	—	$	—	$	—
State	11,327		4,645		1,601
Foreign	6,204		1,795		77
Deferred
Federal	63,585		23,707		(54,589)
State	8,917		(2,671)		(5,724)
Foreign	(1,170)		9,052		2,595
Total income tax expense (benefit) from continuing operations	$	88,863	$	36,528	$	(56,040)

Income tax expense (benefit) from continuing operations differed from the amount computed by applying the US statutory income tax rate of 21% to the income (loss) from continuing operations before income taxes for the following reasons for the years ended December 31,:


(in thousands)	2022			2021			2020
Income (loss) from continuing operations before income tax
US	$	341,412		$	137,922		$	(1,553)
Foreign	23,792			13,501			5,086
Total income from continuing operations before income tax	$	365,204		$	151,423		$	3,533

US Federal statutory income tax expense	$	76,693		$	31,798		$	742
Effect of tax rates in foreign jurisdictions	1,085			743			372
State income tax expense, net of federal benefit	16,917			1,130			3,442
Valuation allowances	(6,907)			(2,595)			(56,585)
(Non-taxable) non-deductible items	1,147			(410)			198
Non-deductible executive compensation	1,258			2,309			1,449
Non-deductible transaction costs	—			33			4,425
Non-deductible (non-taxable) remeasurement of common stock warrant liabilities	—			5,585			(727)
Uncertain tax positions	(804)			(11,748)			(11,166)
Tax law changes (excluding valuation allowance) (a)	(94)			8,411			2,523
Other	(432)			1,272			(713)
Income tax expense (benefit) from continuing operations	$	88,863		$	36,528		$	(56,040)
Effective income tax rate	24.33		%	24.12		%	(1,586.19)		%


(a)			Tax law changes primarily represents changes in tax law in foreign jurisdictions.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and carryforwards. Significant components of the Company’s deferred tax assets and liabilities as of December 31, are as follows:


(in thousands)	2022		2021
Deferred tax assets
Deferred interest expense	$	133,223	$	116,339
Employee benefit plans	6,233		4,167
Accrued liabilities	8,043		9,362
Deferred revenue	50,531		37,852
Operating lease liability	59,740		62,502
Other	21,270		18,315
Tax loss carryforwards	233,133		286,470
Deferred tax assets, gross	512,173		535,007
Valuation allowance	(2,245)		(10,323)
Net deferred income tax asset	$	509,928	$	524,684

Deferred tax liabilities
Rental equipment and other property, plant and equipment	$	(770,964)	$	(710,372)
Intangible assets	(84,390)		(107,033)
ROU asset	(59,258)		(62,158)
Deferred gain	(26,691)		—
Deferred tax liability	(941,303)		(879,563)
Net deferred income tax liability	$	(431,375)	$	(354,879)

As of December 31, 2022, the net deferred income tax liability presented in the table above included net deferred tax liability of $29.7 million ($33.7 million of deferred tax liability, net of $4.0 million of deferred tax asset) related to the UK Storage Solutions segment and recorded in liabilities held for sale - non-current on the consolidated balance sheet.

As of December 31, 2021, the net deferred income tax liability presented in the table above included net deferred tax liability of $32.1 million ($36.8 million of deferred tax liability, net of $4.7 million of deferred tax asset) and $17.1 million ($37.2 million of deferred tax liability, net of $21.3 million of gross deferred tax asset, which was net of $1.2 million of valuation allowance) included in liabilities held for sale - non-current related to the UK Storage Solutions segment and the former Tank and Pump segment, respectively. See Note 3 for further information.

In general, ASC Topic 740, Income Taxes (“ASC 740”) requires us to evaluate the realizability of our deferred tax assets and reduce the deferred tax assets by valuation allowances to the extent we determine some or all of our deferred tax assets are not more likely than not realizable. To determine the realizability, ASC 740 requires consideration of sources of available taxable income of the proper character and within the time period before which our deferred tax assets, if any, expire due to the passage of time.

The Company's valuation allowance decreased by $8.1 million from 2021, primarily related to a $7.1 million reduction to the valuation allowance on state NOL where the Company determined that it is more likely than not realizable due to sufficient current and future taxable income. Additionally, the valuation allowance decreased by $1.0 million from 2021 due to the sale of the former Tank and Pump segment.

Tax loss carryforwards as of December 31, 2022 are outlined in the table below and include US Federal, US State and foreign (Canada and Mexico). The availability of these tax losses to offset future income varies by jurisdiction. Furthermore, the ability to utilize the tax losses may be subject to additional limitations upon the occurrence of certain events, such as a change in the ownership of the Company. Some of the Company’s tax attributes are subject to annual limitations due to historical changes in ownership from acquisitions, mergers or other related ownership shift events; however, the Company anticipates that our remaining available net operating losses will be consumed prior to their expiration.

The Company’s tax loss carryforwards are as follows at December 31, 2022:


(in thousands)	Loss Carryforward		Deferred Tax		Expiration
Jurisdiction:
US - Federal	$	1,011,711	$	209,119	2027 – 2037, Indefinite
US - State	484,295		23,395		2023 –2037, Indefinite
Foreign - Canada and Mexico	2,595		619		2032 – 2037
Total	$	1,498,601	$	233,133

As of December 31, 2022, the total amount of the basis difference in investments outside the US, which are indefinitely reinvested and for which deferred taxes have not been provided, is approximately $139.5 million. The basis difference decreased in 2022 due to the basis difference in the UK no longer being deemed indefinitely reinvested following classification of the UK Storage Solution segment as held for sale. The tax, if any, associated with the recovery of the basis difference is dependent on the manner in which it is recovered and is not readily determinable.

Unrecognized Tax Positions

The Company is subject to taxation in US, Canada, Mexico, and state jurisdictions. The Company’s tax returns are subject to examination by the applicable tax authorities prior to the expiration of statute of limitations for assessing additional taxes, which generally ranges from two to five years after the end of the applicable tax year. As of December 31, 2022, generally, tax years for 2015 through 2021 remain subject to examination by the tax authorities. In addition, in certain taxing jurisdictions, in the case of carryover tax attributes to years open for assessment, such attributes may be subject to reduction by taxing authorities.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


(in thousands)	2022		2021		2020
Unrecognized tax benefits – January 1,	$	44,314	$	54,494	$	63,747
Increases based on tax positions related to current period	—		—		1,211
Increases based on tax positions related to prior period	—		9		—

Decrease from expiration of statute of limitations	(687)		(10,189)		(10,464)
Unrecognized tax benefits – December 31,	$	43,627	$	44,314	$	54,494

At December 31, 2022, 2021 and 2020, respectively, there were $42.3 million, $43.3 million and $53.2 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

The Company classifies interest on tax deficiencies and income tax penalties within income tax expense. During the years ended December 31, 2022, 2021 and 2020, the Company recognized approximately $0.1 million, $1.0 million, and $0.9 million in interest, respectively. The Company accrued approximately $0.4 million and $0.6 million for the payment of interest at December 31, 2022 and 2021, respectively.

Future tax settlements or statute of limitation expirations could result in a change to the Company’s uncertain tax positions. As of December 31, 2022, the Company believes that it is reasonably possible that approximately $0.6 million of

unrecognized tax benefits could decrease in the next twelve months as a result of the expiration of statutes of limitation, audit settlements or resolution of tax uncertainties.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Derivatives

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Interest Rate Swap

In 2018, the Company entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converted $400.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility into fixed-rate debt. Under the terms of the Swap Agreement, the Company received a floating rate equal to one-month LIBOR and made payments based on a fixed rate of 3.06% on the notional amount. The Swap Agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The Swap Agreement terminated on May 29, 2022.

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of December 31, 2021 was as follows:


(in thousands)	Balance Sheet Location	2021
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	5,259

The fair value of the interest rate swap was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates.

The following table discloses the impact of the interest rate swap, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statement of operations for the years ended December 31:


(in thousands)	2022		2021		2020
Gain (loss) recognized in OCI	$	4,669	$	11,677	$	(2,288)
Location of loss recognized in income	Interest expense, net		Interest expense, net		Interest expense, net
Loss reclassified from AOCI into income (effective portion)	$	(4,530)	$	(12,001)	$	(10,125)

Foreign Currency Contract

In December 2022, the Company executed a contingent forward contract to sell £330.0 million upon the closing of the sale of the UK Storage Solutions segment at a price ranging from 1.20550 to 1.20440 USD to British Pounds Sterling. The price was dependent upon the date of the closing of the sale. This contract, which was to expire on September 11, 2023, mitigated the foreign currency risk of the USD relative to the British Pound Sterling prior to the closing of the sale of the UK Storage Solutions segment. This contract did not qualify for hedge accounting and was revalued at fair value at the reporting period with unrealized gains and losses reflected in the Company's results of operations. Upon the closing of the sale of the UK Storage Solutions segment on January 31, 2023, the Company settled the contingent forward contract and received cash at an exchange rate of 1.205 USD to British Pounds Sterling.

The location and the fair value of the foreign currency contract in the consolidated balance sheet as of December 31, 2022 was as follows:


(in thousands)	Balance Sheet Location	2022
Derivative Contracts:
Foreign currency contract	Accrued liabilities	$	930

The fair value of the foreign currency contract was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates.

The following table discloses the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the year ended December 31, 2022:


(in thousands)	2022
Loss recognized in income	$	930
Location of loss recognized in income	Currency losses (gains), net

Fair Value Measures

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measures

The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value:


Level 1 -			Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 -			Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3 -			Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions

The Company has assessed that the fair value of cash and short-term deposits, trade receivables, trade payables, capital lease and other financing obligations, and other current liabilities approximate their carrying amounts.

The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy:


	December 31, 2022								December 31, 2021
	Carrying Amount		Fair Value						Carrying Amount		Fair Value
(in thousands)			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
ABL Facility(a)	$	1,988,176	$	—	$	2,020,000	$	—	$	1,612,783	$	—	$	1,644,500	$	—



2025 Secured Notes(a)	520,350		—		526,800		—		518,117		—		551,835		—
2028 Secured Notes(a)	493,470		—		450,135		—		492,490		—		515,635		—
Total	$	3,001,996	$	—	$	2,996,935	$	—	$	2,623,390	$	—	$	2,711,970	$	—

(a) The carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $31.8 million, $6.2 million, and $6.5 million of unamortized debt issuance costs as of December 31, 2022, which were presented as a direct reduction of the corresponding liability. As of December 31, 2021, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $31.7 million, $8.4 million, and $7.5 million of unamortized debt issuance costs which were presented as a direct reduction of the corresponding liability.

There were no transfers of financial instruments between the three levels of the fair value hierarchy during the years ended December 31, 2022 and 2021. The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair values of the 2025 Secured Notes and the 2028 Secured Notes are based on their last trading price at the end of each period obtained from a third party. The location and the fair value of derivative assets and liabilities in the consolidated balance sheet are disclosed in Note 14.

As part of the Merger, on July 2, 2020, the Company converted Mobile Mini's outstanding fully vested stock options to 7,361,516 WillScot Mobile Mini stock options using a conversion ratio of 2.405 as set by the merger agreement. The fair value of these options was valued at $19.3 million and is part of the purchase consideration. The value of the Mobile Mini stock options converted to WillScot Mobile Mini stock options in connection with the Merger, was determined utilizing the Black-Scholes option-pricing model and is affected by several variables, the most significant of which are the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the Common Stock on the Merger date, and the estimated volatility of the Common Stock over the term of the equity award. The volatility assumption was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history. The risk-free interest rate is based on the US Treasury yield curve in effect at the time of the Merger. The key inputs utilized to determine the fair value of the stock options converted included within the purchase price were expected volatility of 51.92%, risk free rate of interest 0.17%, dividend yield of zero and expected life of 2 years.

Level 3 Disclosures

When the 2015 Private Warrants and 2018 Warrants were classified as liabilities, the Company utilized a Black Scholes option-pricing model to value the warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of operations. The estimated fair value of the common stock warrant liability was determined using Level 3 inputs. Inherent in the pricing model were assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The volatility assumption was based on a blend of peer group volatility and Company trading history that matched the expected remaining life of the warrants as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history. The risk-free interest rate was based on the US Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero.

The 2018 Warrants were reclassified to equity at June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled.

The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2021:


(in thousands)	2015 Private Warrants
Balance - beginning of year	$	77,404
Exercise or conversion	(78,495)
Measurement adjustment	25,486
Repurchases	(24,395)
Balance - end of year	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Restricted Stock Awards

The following table summarizes the Company's RSA activity during the years ended December 31, 2022, 2021 and 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31, 2019	52,755	$	14.69
Granted	65,959	$	11.75
Vested	(61,266)	$	14.28
Balance December 31, 2020	57,448	$	11.75
Granted	44,708	$	29.30
Forfeited	(8,532)	$	29.30
Vested	(57,448)	$	11.75
Balance December 31, 2021	36,176	$	29.30
Granted	35,244	$	37.17

Vested	(36,176)	$	29.30
Balance December 31, 2022	35,244	$	37.17

Compensation expense for RSAs recognized in SG&A expense in the consolidated statements of operations was $1.2 million, $0.8 million, and $0.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. At December 31, 2022, unrecognized compensation cost related to RSAs totaled $0.6 million and was expected to be recognized over the remaining weighted average vesting period of 0.7 years. The total fair value of RSA's vested in 2022, 2021, and 2020 was $1.3 million, $1.6 million, and $0.9 million, respectively.

Time-Based RSUs

The following table summarizes the Company's Time-Based RSU activity during the years ended December 31, 2022, 2021 and 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31, 2019	1,065,305	$	12.78
Granted	632,864	$	14.37
Forfeited	(33,558)	$	13.28
Vested	(338,749)	$	13.02
Balance December 31, 2020	1,325,862	$	13.46
Granted	415,737	$	27.25
Forfeited	(72,505)	$	17.80
Vested	(671,643)	$	13.99
Balance December 31, 2021	997,451	$	18.54
Granted	377,804	$	35.40
Forfeited	(106,570)	$	31.35
Vested	(478,906)	$	16.42
Balance December 31, 2022	789,779	$	26.16

Compensation expense for Time-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $8.2 million, $9.0 million, and $5.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. At December 31, 2022, unrecognized compensation cost related to Time-Based RSUs totaled $13.7 million and was expected to be recognized over the remaining weighted average vesting period of 2.4 years. The total fair value of RSU's vested in 2022, 2021, and 2020 was $18.0 million, $18.5 million, and $2.9 million, respectively.

Included in restructuring costs for the year ended December 31, 2021 was expense of approximately $5.9 million recognized as a result of the modification of certain RSUs with the Transition, Separation and Release Agreement entered into on February 25, 2021, with the Company's former President and Chief Operating Officer.

Performance-Based RSUs

The following table summarizes the Company's Performance-Based RSU award activity during the years ended December 31, 2022 and 2021 and 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31, 2019	288,281	$	13.22
Granted	325,256	$	16.35
Forfeited	(12,700)	$	14.70
Vested	(7,449)	$	16.82
Balance December 31, 2020	593,388	$	14.88
Granted	977,645	$	33.21
Forfeited	(23,753)	$	27.92
Vested	(10,886)	$	14.70
Balance December 31, 2021	1,536,394	$	26.34
Granted	745,079	$	42.34
Forfeited	(74,071)	$	41.66
Vested	(313,152)	$	16.45
Balance December 31, 2022	1,894,250	$	33.67

Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $20.2 million, $8.3 million and $2.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. At December 31, 2022, unrecognized compensation cost related to Performance-Based RSUs totaled $35.8 million and was expected to be recognized over the remaining vesting period of 2.3 years. The total fair value of Performance-

Based RSU's vested in 2022, 2021, and 2020 was $11.9 million, $0.3 million and $0.2 million, respectively. Refer to Note 1 for the details of conditions required for the performance-based RSUs to vest.

Included in restructuring costs for the year ended December 31, 2021, was expense of approximately $1.3 million recognized as a result of the modification of certain Performance-Based RSUs with the Transition, Separation and Release Agreement entered into on February 25, 2021, with the Company's former President and Chief Operating Officer.

Stock Options

The following table summarizes the Company's stock option activity during the years ended December 31, 2022, 2021 and 2020:


	WillScot Options	Weighted-Average Exercise Price per Share		Converted Mobile Mini Options	Weighted-Average Exercise Price per Share
Balance December 31, 2019	534,188	$	13.60	—	$	—
Converted at Merger	—	$	—	7,361,516	$	13.52
Exercised	—	$	—	(428,653)	$	13.07
Cancelled in settlement, net of taxes	—	$	—	(4,901,408)	$	13.04
Balance December 31, 2020	534,188	$	13.60	2,031,455	$	14.78
Forfeited	—	$	—	(6,240)	$	12.19
Exercised	—	$	—	(497,572)	$	15.21
Balance at December 31, 2021	534,188	$	13.60	1,527,643	$	14.66

Exercised	—	$	—	(663,367)	$	16.93
Balance at December 31, 2022	534,188	$	13.60	864,276	$	12.91





Fully vested and exercisable options, December 31, 2022	534,188	$	13.60	864,276	$	12.91

Under our stock option plans, the Company may issue shares on a net basis at the request of the option holder. This occurs by netting the option costs in shares from the shares exercised. No options were granted in the years ended December 31, 2022, 2021, and 2020.

At December 31, 2022, the intrinsic value of both stock options outstanding and stock options fully vested and currently exercisable was $44.7 million. At December 31, 2022, the weighted-average remaining contractual term of options outstanding was 5.2 years for WillScot options and 4.1 years for converted Mobile Mini options. The total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2022, 2021, and 2020 was $16.0 million, $6.2 million and $30.7 million, respectively.

Compensation expense for stock option awards, recognized in SG&A expense in the consolidated statements of operations was $0.2 million, $0.7 million, and $0.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. At December 31, 2022, all compensation cost related to stock option awards had been recognized.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and ContingenciesThe 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 December 31, 2022, 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.

Segment Reporting

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Reporting

The divestitures of the UK Storage Solutions segment and the former Tank and Pump segment completed the Company's transition of its portfolio to its core modular space and storage solutions businesses in North America. Following the completion of these transactions, the Company operates in two reportable segments and renamed them as follows: Modular Solutions ("Modular") and Storage Solutions ("Storage").

Prior to the third quarter of 2021, the Modular segment represented the activities of WillScot historical segments prior to the Merger. During the third quarter of 2021, the majority of the portable storage product business within the Modular segment was transitioned to the Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the Storage segment, representing a shift of approximately $5.0 million of revenue

and gross margin per quarter from the Modular segment to the Storage segment. This adjustment was not made to the historical segment results of prior periods, as the Company believes such adjustments to be immaterial.

Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management.

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

Reportable Segments

The following tables set forth certain information regarding each of the Company’s reportable segments for the years ended December 31, 2022, 2021, and 2020, respectively. Consistent with the financial statements, the segment results only include results from Mobile Mini's operations after July 1, 2020, the Merger date.


	Year Ended December 31, 2022
(in thousands)	Modular		Storage		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	1,034,300	$	587,390			$	1,621,690
Delivery and installation	279,841		149,311				429,152
Sales revenue:
New units	34,061		6,277				40,338
Rental units	43,611		7,832				51,443
Total revenues	1,391,813		750,810				2,142,623

Costs:
Cost of leasing and services:
Leasing	284,803		92,065				376,868
Delivery and installation	227,543		95,093				322,636
Cost of sales:
New units	20,514		3,497				24,011
Rental units	21,584		5,323				26,907
Depreciation of rental equipment	225,058		31,661				256,719
Gross profit	$	612,311	$	523,171			$	1,135,482
Other selected data:
Adjusted EBITDA from continuing operations	$	529,109	$	354,765	$	—	$	883,874
Selling, general and administrative expense (a)	$	316,272	$	204,397	$	46,570	$	567,239
Purchases of rental equipment and refurbishments	$	279,079	$	118,297	$	—	$	397,376

(a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations.


	Year Ended December 31, 2021
(in thousands)	Modular		Storage		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	864,923	$	387,567			$	1,252,490
Delivery and installation	219,385		101,744				321,129
Sales revenue:
New units	40,366		6,627				46,993
Rental units	39,505		12,863				52,368
Total Revenues	1,164,179		508,801				1,672,980

Costs:
Cost of leasing and services:
Leasing	229,129		53,447				282,576
Delivery and installation	196,137		71,396				267,533
Cost of sales:
New units	27,415		3,933				31,348
Rental units	20,592		7,438				28,030
Depreciation of rental equipment	194,461		24,329				218,790
Gross profit	$	496,445	$	348,258			$	844,703
Other selected data:
Adjusted EBITDA from continuing operations	$	423,004	$	226,600	$	—	$	649,604
Selling, general and administrative expense (a)	$	266,187	$	150,281	$	49,185	$	465,653
Purchases of rental equipment and refurbishments	$	187,495	$	45,426	$	—	$	232,921

(a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations.


	Year Ended December 31, 2020
(in thousands)	Modular		Storage		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	770,330	$	166,128			$	936,458
Delivery and installation	208,079		42,655				250,734
Sales revenue:
New units	41,858		6,976				48,834
Rental units	30,895		6,070				36,965
Total revenues	1,051,162		221,829				1,272,991

Costs:
Cost of leasing and services:
Leasing	194,442		19,925				214,367
Delivery and installation	175,705		27,029				202,734
Cost of sales:
New units	27,555		4,244				31,799
Rental units	19,213		4,261				23,474
Depreciation of rental equipment	182,605		9,585				192,190
Gross profit	$	451,642	$	156,785			$	608,427
Other selected data:
Adjusted EBITDA from continuing operations	$	394,805	$	99,837	$	—	$	494,642
Selling, general and administrative expense (a)	$	242,010	$	68,574	$	91,864	$	402,448
Purchase of rental equipment and refurbishments	$	153,327	$	14,969	$	—	$	168,296

(a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations.

The following tables present a reconciliation of the Company’s Income from continuing operations to Adjusted EBITDA for the years ended December 31, 2022, 2021, and 2020, respectively:


	Year Ended December 31,
(in thousands)	2022		2021		2020
Income from continuing operations	$	276,341	$	114,895	$	58,360
Income from continuing operations attributable to non-controlling interest, net of tax	—		—		1,213
Income tax expense (benefit) from continuing operations	88,863		36,528		(56,040)
Loss on extinguishment of debt	—		5,999		42,401
Fair value loss (gain) on common stock warrant liabilities	—		26,597		(3,461)
Interest expense	146,278		116,358		119,319
Depreciation and amortization	319,099		280,567		227,371
Currency losses (gains), net	886		427		(257)

Restructuring costs, lease impairment expense and other related charges	168		14,754		10,985
Transaction costs	25		1,375		64,053
Integration costs	15,484		28,410		18,337
Stock compensation expense	29,613		18,728		9,879
Other	7,117		4,966		2,482
Adjusted EBITDA from continuing operations	$	883,874	$	649,604	$	494,642

Included in restructuring costs for the year ended December 31, 2021 was expense of approximately $7.2 million recognized as a result of the modification of certain equity awards associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer. For the year ended December 31, 2021, stock-based compensation expense reported in the Statement of Cash Flows included these charges.

Assets

Assets related to the Company’s reportable segments include the following:


(in thousands)	Modular		Storage		Total
As of December 31, 2022:
Goodwill	$	518,877	$	492,552	$	1,011,429
Intangible assets, net	$	125,000	$	294,125	$	419,125
Rental equipment, net	$	2,004,055	$	1,073,232	$	3,077,287
As of December 31, 2021:
Goodwill	$	521,049	$	492,552	$	1,013,601
Intangible assets, net	$	125,000	$	317,875	$	442,875
Rental equipment, net	$	1,877,978	$	899,822	$	2,777,800

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 21
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income attributable to WillScot Mobile Mini common shareholders by the weighted average number of shares of Common Stock outstanding during the period. The shares of Common Stock issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options or redemption of warrants are included in EPS based on the weighted average number of days in which they were outstanding during the period.

Prior to June 30, 2020, the Company had shares of Class B Common Stock which had no rights to dividends or distributions made by the Company and, in turn, were excluded from the EPS calculation. On June 30, 2020, all shares of Class B Common Stock were cancelled.

Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that could occur if dilutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive. When liability-classified warrants are in the money and the impact of their inclusion on diluted EPS is dilutive, diluted EPS also

assumes share settlement of such instruments through an adjustment to net income available to common stockholders for the fair value (gain) loss on common stock warrant liabilities and inclusion of the number of dilutive shares in the denominator.

The following table reconciles income from continuing operations attributable to WillScot Mobile Mini common shareholders to net income attributable to common shareholders for the dilutive EPS calculation and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation for the years ended December 31:


(in thousands)	2022		2021		2020
Numerator:
Income from continuing operations attributable to WillScot Mobile Mini common shareholders	$	276,341	$	114,895	$	58,360
Income from discontinued operations	63,199		45,249		15,767
Net income attributable to common shareholders - basic	339,540		160,144		74,127
Fair value gain on common stock warrant liabilities	—		—		(30,524)
Net income attributable to common shareholders - dilutive	$	339,540	$	160,144	$	43,603

Denominator:
Weighted average Common Shares outstanding - basic	216,809		226,519		169,230
Dilutive effect of outstanding securities:
Warrants	1,605		3,589		752
RSAs	18		24		39
Time-Based RSUs	401		594		778
Performance-Based and Market-Based RSUs	1,471		955		544
Stock Options	1,095		1,113		634
Class B common shares	N/A		N/A		5,291
Weighted average Common Shares outstanding - dilutive	221,399		232,794		177,268

The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive:


(in thousands)	2022	2021	2020
Warrants	—	—	2,366
RSAs	—	—	—
Time-based RSUs	—	—	—
Performance-based RSUs	591	375	—
Stock Options	—	—	—
Class B common shares	N/A	N/A	—

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (Unaudited)

The following tables present certain unaudited consolidated quarterly financial information incorporating the impact of the discontinued operations described in Note 3.


(in thousands, except share and per share data)	Quarter Ended
2022	March 31		June 30		September 30		December 31
Total revenue	$	451,171	$	522,890	$	578,008	$	590,554
Gross profit	$	234,061	$	275,213	$	297,885	$	328,323
Income from continuing operations	$	39,048	$	60,099	$	78,176	$	99,018
Net income	$	51,171	$	73,376	$	128,593	$	86,400

Earnings per share from continuing operations:
Basic	$	0.17	$	0.27	$	0.37	$	0.46
Diluted	$	0.17	$	0.26	$	0.36	$	0.46
Earnings per share attributable to WillScot Mobile Mini common shareholders:
Basic	$	0.23	$	0.33	$	0.60	$	0.41
Diluted	$	0.22	$	0.32	$	0.59	$	0.40
Weighted average shares:
Basic	223,490,912		223,376,276		213,636,876		209,373,239
Diluted	228,955,504		227,484,012		217,927,725		213,872,403


(in thousands, except share and per share data)	Quarter Ended
2021	March 31		June 30		September 30		December 31
Total revenue	$	373,971	$	405,177	$	432,947	$	460,885
Gross profit	$	185,619	$	191,860	$	220,349	$	246,875
(Loss) income from continuing operations	$	(6,147)	$	10,050	$	48,580	$	62,412
Net income	$	4,447	$	20,371	$	61,103	$	74,223

(Loss) earnings per share from continuing operations attributable to WillScot Mobile Mini common shareholders:
Basic	$	(0.03)	$	0.04	$	0.21	$	0.28
Diluted	$	(0.03)	$	0.04	$	0.20	$	0.27
Earnings per share attributable to WillScot Mobile Mini common shareholders:
Basic	$	0.02	$	0.09	$	0.27	$	0.33
Diluted	$	0.02	$	0.09	$	0.26	$	0.32
Weighted average shares:
Basic	228,293,197		228,406,812		225,998,202		223,436,603
Diluted	234,720,295		236,536,713		231,868,397		229,965,703

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsIn January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $750.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and will make payments based on a weighted average fixed interest rate of 3.44% on the notional amount. The swap agreements were designated and qualified as hedges of 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.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation and Principles of ConsolidationThe consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”).

Principles of Consolidation

The consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest. 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 WillScot Mobile Mini. All intercompany balances and transactions are eliminated.

Reclassification

Reclassifications

Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.

Accounting Estimates

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents.

Trade Receivables and Allowance for Credit Losses

Concentration of Credit Risk

Inventories

Rental Equipment and Property, Plant and Equipment

Rental Equipment

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


	Estimated Useful Life	Residual Value
Modular space units	10 - 30 years	20 - 55%
Portable storage units	30 years	55%
VAPS and other related rental equipment	1 - 8 years	—%

Property, Plant and Equipment

Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.

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


			Estimated Useful Life
Buildings and leasehold improvements			10 - 40 years
Vehicles, machinery, and equipment			3 - 30 years
Furniture and fixtures			3 - 10 years
Software			3 - 10 years

Impairment of Long-Lived Assets

Cloud Computing Arrangements

Cloud Computing ArrangementsIn accordance with ASU 2018-15, Goodwill and Other – Internal-Use Software (Subtopic 350-40) (“ASC 350-40"), the Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract under the internal-use software framework. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Costs incurred in the development stage are generally capitalized as other assets. Amortization expense is calculated on a straight-line basis over the contractual term of the cloud computing arrangement and recorded as selling, general and administrative expense.

Purchase Accounting

Evaluation of Goodwill Impairment

Intangible Assets Other than Goodwill

Retirement Benefit Obligation

Retirement Benefit ObligationThe Company provides benefits to certain of its employees under defined contribution benefit plans. The Company’s contributions to these plans are generally based on a percentage of employee compensation or employee contributions. These plans are funded on a current basis. For its US and Canada employees, the Company sponsors defined contribution benefit plans that have discretionary matching contribution and profit-sharing features.

Stock-Based Compensation

from 0% (for performance less than the 25% percentile) to 150% (for performance at or above the 75% percentile). Vesting is also subject to continued service requirements through the vesting date.

Foreign Currency Translation and Transactions

Derivative Instruments and Hedging Activities

Revenue Recognition and Shipping Costs

Revenue Recognition

Leasing and Services Revenue

Leasing Revenue

Services Revenue

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

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

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

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

Sales Revenue

Other Matters

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

Shipping Costs

The Company includes third-party costs to deliver rental equipment to customers in costs of leasing and services, and cost of sales.

Leases as Lessee

Advertising and Promotion

Advertising and promotion costs, which are expensed as incurred, were $8.5 million, $7.6 million and $7.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Income Taxes

The Company accounts for any impacts of the Global Intangible Low-Taxed Income ("GILTI") in the period in which they are incurred.

Fair Value Measurements

Warrants

Recently Issued Accounting Standards

ASU 2021-08. Business Combinations (Topic 815): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Activity in Allowance for Credit Losses

Activity in the allowance for credit losses for the years ended December 31 was as follows:


(in thousands)	2022		2021		2020
Balance at beginning of period	$	45,773	$	28,105	$	15,828
Provision for credit losses, net of recoveries(a)	34,881		37,469		30,544
Write-offs	(23,705)		(19,777)		(18,296)
Foreign currency translation and other	99		(24)		29
Balance at end of period	$	57,048	$	45,773	$	28,105

Schedule of Property, Plant and Equipment, net

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


	Estimated Useful Life	Residual Value
Modular space units	10 - 30 years	20 - 55%
Portable storage units	30 years	55%
VAPS and other related rental equipment	1 - 8 years	—%

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


			Estimated Useful Life
Buildings and leasehold improvements			10 - 40 years
Vehicles, machinery, and equipment			3 - 30 years
Furniture and fixtures			3 - 10 years
Software			3 - 10 years

Rental equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Modular space units	$	3,197,779	$	3,005,195
Portable storage units	849,193		585,034
Value added products	203,444		167,694
Total rental equipment	4,250,416		3,757,923
Less: accumulated depreciation	(1,173,129)		(980,123)
Rental equipment, net	$	3,077,287	$	2,777,800

Property, plant and equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Land, buildings, and leasehold improvements	$	174,322	$	154,269
Vehicles and equipment	167,337		132,733
Office furniture, fixtures and software	106,747		79,659
Total property, plant and equipment	448,406		366,661
Less: accumulated depreciation	(143,747)		(108,485)
Property, plant and equipment, net	$	304,659	$	258,176

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Discontinued Operations


	Year Ended December 31, 2022
(in thousands)	Tank and Pump		UK Storage Solutions		Total
Revenues:
Leasing and services revenue:
Leasing	$	65,572	$	79,772	$	145,344
Delivery and installation	27,665		22,876		50,541
Sales revenue:
New units	2,202		1,106		3,308
Rental units	917		1,455		2,372
Total revenues	96,356		105,209		201,565
Costs:
Costs of leasing and services:
Leasing	13,828		16,737		30,565
Delivery and installation	23,285		14,867		38,152
Costs of sales:
New units	1,636		738		2,374
Rental units	310		1,012		1,322
Depreciation of rental equipment	8,145		4,254		12,399
Gross profit	49,152		67,601		116,753
Expenses:
Selling, general and administrative	18,045		21,795		39,840
Other depreciation and amortization	6,103		5,906		12,009

Currency losses, net	—		138		138
Other expense (income), net	4		(7)		(3)
Operating income	25,000		39,769		64,769
Interest expense	512		789		1,301
Income from discontinued operations before income tax	24,488		38,980		63,468
Income tax expense from discontinued operations	843		34,882		35,725
Gain on sale of discontinued operations	35,456		—		35,456
Income from discontinued operations	$	59,101	$	4,098	$	63,199
Other selected data:
Adjusted EBITDA from discontinued operations	$	37,016	$	48,734	$	85,750


	Year Ended December 31, 2021
(in thousands)	Tank and Pump		UK Storage Solutions		Total
Revenues:
Leasing and services revenue:
Leasing	$	77,527	$	82,106	$	159,633
Delivery and installation	29,530		24,023		53,553
Sales revenue:
New units	2,355		3,534		5,889
Rental units	1,479		1,363		2,842
Total revenues	110,891		111,026		221,917
Costs:
Costs of leasing and services:
Leasing	17,045		17,440		34,485
Delivery and installation	25,057		14,271		39,328
Costs of sales:
New units	1,672		2,357		4,029
Rental units	536		1,287		1,823
Depreciation of rental equipment	14,319		4,428		18,747
Gross profit	52,262		71,243		123,505
Expenses:
Selling, general and administrative	22,194		24,974		47,168
Other depreciation and amortization	9,366		6,887		16,253
Restructuring costs	2		—		2
Currency losses, net	—		121		121
Other expense, net	11		54		65
Operating income	20,689		39,207		59,896
Interest expense	779		850		1,629
Income from discontinued operations before income tax	19,910		38,357		58,267
Income tax expense from discontinued operations	5,277		7,741		13,018
Income from discontinued operations	$	14,633	$	30,616	$	45,249
Other selected data:
Adjusted EBITDA from discontinued operations	$	41,750	$	49,039	$	90,789


	Year Ended December 31, 2020
(in thousands)	Tank and Pump		UK Storage Solutions		Total
Revenues:
Leasing and services revenue:
Leasing	$	32,356	$	32,633	$	64,989
Delivery and installation	14,013		9,409		23,422
Sales revenue:
New units	1,135		3,124		4,259
Rental units	789		1,195		1,984
Total revenues	48,293		46,361		94,654
Costs:
Costs of leasing and services:
Leasing	5,618		7,391		13,009
Delivery and installation	11,015		6,353		17,368
Costs of sales:
New units	741		2,301		3,042
Rental units	272		1,026		1,298
Depreciation of rental equipment	6,743		1,648		8,391
Gross profit	23,904		27,642		51,546
Expenses:
Selling, general and administrative	11,354		10,877		22,231
Other depreciation and amortization	5,348		2,720		8,068
Restructuring costs	54		364		418
Currency gains, net	—		(98)		(98)
Other expense, net	2		2		4
Operating income	7,146		13,777		20,923
Interest expense	200		367		567
Income from discontinued operations before income tax	6,946		13,410		20,356
Income tax expense from discontinued operations	1,783		2,806		4,589
Income from discontinued operations	$	5,163	$	10,604	$	15,767
Other selected data:
Adjusted EBITDA from discontinued operations	$	17,843	$	17,822	$	35,665


	December 31, 2022
(in thousands)	UK Storage Solutions
Assets
Cash and cash equivalents	$	10,384
Trade receivables, net of allowances for doubtful accounts of $300	15,991
Inventories	3,058
Prepaid expenses and other current assets	1,787
Rental equipment, net	165,853
Property, plant and equipment, net	20,645
Operating lease assets	15,134
Goodwill	58,144
Intangible assets, net	6,414
Other non-current assets	1,832
Total assets held for sale	$	299,242
Liabilities
Accounts payable	$	4,515
Accrued expenses	3,273
Accrued employee benefits	1,009
Deferred revenue and customer deposits	6,850
Deferred tax liabilities	29,737
Operating lease liabilities	15,192
Other non-current liabilities	6,278
Total liabilities held for sale	$	66,854


	December 31, 2021
(in thousands)	Tank and Pump		UK Storage Solutions		Total
Assets
Cash and cash equivalents	$	—	$	6,306	$	6,306
Trade receivables, net of allowance for credit losses of $1,469 related to Tank and Pump and $387 related to UK Storage Solutions	31,031		17,571		48,602
Inventories	647		2,297		2,944
Prepaid expenses and other current assets	222		1,604		1,826
Rental equipment, net	134,973		168,208		303,181
Property, plant and equipment, net	29,931		24,071		54,002
Operating lease assets	11,720		16,592		28,312
Goodwill	100,107		65,098		165,205
Intangible assets, net	8,750		9,053		17,803
Other non-current assets	55		2,659		2,714
Total assets held for sale	$	317,436	$	313,459	$	630,895
Liabilities
Accounts payable	$	8,001	$	7,707	$	15,708
Accrued expenses	4,603		2,971		7,574
Accrued employee benefits	2,487		1,528		4,015
Deferred revenue and customer deposits	27		7,269		7,296
Deferred tax liabilities	17,095		32,110		49,205
Operating lease liabilities	11,959		17,174		29,133
Other non-current liabilities	23,487		5,154		28,641
Total liabilities held for sale	$	67,659	$	73,913	$	141,572

For the years ended December 31, 2022, 2021 and 2020, significant operating and investing items related to the former Tank and Pump segment were as follows:


	Years Ended December 31,
(in thousands)	2022		2021		2020
Operating activities of discontinued operations:
Depreciation and amortization	$	14,248	$	23,685	$	12,091

Investing activities of discontinued operations:
Proceeds from sale of rental equipment	$	918	$	1,480	$	789
Purchases of rental equipment and refurbishments	$	(21,831)	$	(17,747)	$	(2,394)
Proceeds from sale of property, plant and equipment	$	—	$	388	$	72
Purchases of property, plant and equipment	$	(525)	$	(1,743)	$	(465)


	Years Ended December 31,
(in thousands)	2022		2021		2020
Income from discontinued operations	$	59,101	$	14,633	$	5,163
Gain on sale of discontinued operations	35,456		—		—
Income tax expense from discontinued operations	843		5,277		1,783
Income from discontinued operations before income tax and gain on sale	24,488		19,910		6,946
Interest expense	512		779		200
Depreciation and amortization	14,248		23,685		12,091
Restructuring costs, lease impairment expense and other related charges	—		2		54
Integration costs	—		14		—
Stock compensation expense	18		222		—
Other	(2,250)		(2,862)		(1,448)
Adjusted EBITDA from discontinued operations	$	37,016	$	41,750	$	17,843

For the years ended December 31, 2022, 2021 and 2020, significant operating and investing items related to the UK Storage Solutions segment were as follows:


	Years Ended December 31,
(in thousands)	2022		2021		2020
Operating activities of discontinued operations:
Depreciation and amortization	$	10,160	$	11,315	$	4,368

Investing activities of discontinued operations:
Proceeds from sale of rental equipment	$	1,455	$	1,363	$	1,195
Purchases of rental equipment and refurbishments	$	(23,931)	$	(27,830)	$	(1,693)
Proceeds from sale of property, plant and equipment	$	504	$	387	$	—
Purchases of property, plant and equipment	$	(3,752)	$	(1,680)	$	(1,043)


	Years Ended December 31,
(in thousands)	2022		2021		2020
Income from discontinued operations	$	4,098	$	30,616	$	10,604
Income tax expense from discontinued operations	34,882		7,741		2,806
Income from discontinued operations before income tax and gain on sale	38,980		38,357		13,410
Interest expense	789		850		367
Depreciation and amortization	10,160		11,315		4,368
Currency losses, net	138		121		(98)
Restructuring costs, lease impairment expense and other related charges	—		—		364


Stock compensation expense	197		39		—
Other	(1,530)		(1,643)		(589)
Adjusted EBITDA from discontinued operations	$	48,734	$	49,039	$	17,822

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company had total revenue in the following geographic areas for the years ended December 31, as follows:


	Years Ended December 31,
(in thousands)	2022		2021		2020
US	$	1,998,796	$	1,542,076	$	1,179,171
Canada	125,536		116,070		79,630
Mexico	18,291		14,834		14,190
Total revenues	$	2,142,623	$	1,672,980	$	1,272,991

The Company’s revenue by major product and service line for the years ended December 31, was as follows:


	Years Ended December 31,
(in thousands)	2022		2021		2020
Modular space leasing revenue	$	840,926	$	697,852	$	581,452
Portable storage leasing revenue	361,197		233,868		114,952
VAPS and third party leasing revenues(a)	343,625		263,021		194,809
Other leasing-related revenue(b)	75,942		57,749		45,245
Leasing revenue	1,621,690		1,252,490		936,458
Delivery and installation revenue	429,152		321,129		250,734
Total leasing and services revenue	2,050,842		1,573,619		1,187,192
New unit sales revenue	40,338		46,993		48,834
Rental unit sales revenue	51,443		52,368		36,965
Total revenues	$	2,142,623	$	1,672,980	$	1,272,991

(a) Includes $25.3 million, $17.1 million, and $16.1 million of VAPS service revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

(b) Includes primarily damage billings, delinquent payment charges, and other processing fees.

Future Commited Modular Leasing Revenues

uture committed leasing revenues under non-cancelable operating leases with the Company’s customers, excluding revenue from delivery and installation and potential lease extensions, were as follows:


(in thousands)	Operating Leases
2023	$	326,819
2024	111,650
2025	38,578
2026	16,074
2027	6,731
Thereafter	5,513
Total	$	505,365

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Operating Lease Maturities

As of December 31, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows:


(in thousands)	Operating Leases		Finance Leases
2023	$	60,119	$	15,580
2024	51,123		13,873
2025	42,828		13,547
2026	31,702		13,217
2027	20,846		9,988
Thereafter	51,895		16,331
Total lease payments	258,513		82,536
Less: interest	(38,396)		(8,166)
Present value of lease liabilities	$	220,117	$	74,370

Schedule of Finance Lease Maturities

As of December 31, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows:


(in thousands)	Operating Leases		Finance Leases
2023	$	60,119	$	15,580
2024	51,123		13,873
2025	42,828		13,547
2026	31,702		13,217
2027	20,846		9,988
Thereafter	51,895		16,331
Total lease payments	258,513		82,536
Less: interest	(38,396)		(8,166)
Present value of lease liabilities	$	220,117	$	74,370

Schedule of Lease Activity

The Company’s lease activity during the years ended December 31, 2022, 2021, and 2020 was as follows:


	Years Ended December 31,
Financial Statement Line (in thousands)	2022		2021		2020
Finance Lease Expense
Amortization of finance lease assets	$	13,900	$	12,602	$	6,713
Interest on obligations under finance leases	1,899		1,406		719
Total finance lease expense	$	15,799	$	14,008	$	7,432

Operating Lease Expense
Fixed lease expense
Cost of leasing and services	$	2,797	$	3,979	$	5,723
Selling, general and administrative	59,804		53,977		40,616
Lease impairment expense and other related charges	213		2,028		2,800
Short-term lease expense
Cost of leasing and services	32,947		22,335		25,576
Selling, general and administrative	1,792		794		1,937
Lease impairment expense and other related charges	—		—		471
Variable lease expense
Cost of leasing and services	5,388		7,794		6,981
Selling, general and administrative	7,249		4,642		4,698
Lease impairment expense and other related charges	40		492		855
Total operating lease expense	$	110,230	$	96,041	$	89,657

Supplemental cash flow information related to leases for the years ended December 31, 2022, 2021, and 2020 were as follows:


	Years Ended December 31,
Supplemental Cash Flow Information (in thousands)	2022		2021		2020
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	61,418	$	58,931	$	43,185
Operating cash outflows from finance leases	$	1,895	$	1,432	$	696
Financing cash outflows from finance leases	$	15,159	$	12,476	$	6,379

Right of use assets obtained in exchange for lease obligations	$	55,005	$	66,887	$	33,256
Assets obtained in exchange for finance leases	$	29,803	$	19,435	$	7,915

Weighted-Average Remaining Operating Lease Term and Weighted Average Discount Rate

Weighted-average remaining operating lease terms and the weighted average discount rates as of December 31 were as follows:


Lease Terms and Discount Rates	2022		2021
Weighted-average remaining lease term - operating leases	5.8 years		6.0 years
Weighted-average discount rate - operating leases	5.4	%	5.1	%
Weighted-average remaining lease term - finance leases	5.1 years		4.8 years
Weighted-average discount rate - finance leases	3.4	%	2.7	%

Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories at December 31, consisted of the following:


(in thousands)	2022		2021
Raw materials	$	38,611	$	26,059
Finished units	2,419		3,736
Inventories	$	41,030	$	29,795

Rental Equipment, net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Rental Equipment, Net

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


	Estimated Useful Life	Residual Value
Modular space units	10 - 30 years	20 - 55%
Portable storage units	30 years	55%
VAPS and other related rental equipment	1 - 8 years	—%

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


			Estimated Useful Life
Buildings and leasehold improvements			10 - 40 years
Vehicles, machinery, and equipment			3 - 30 years
Furniture and fixtures			3 - 10 years
Software			3 - 10 years

Rental equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Modular space units	$	3,197,779	$	3,005,195
Portable storage units	849,193		585,034
Value added products	203,444		167,694
Total rental equipment	4,250,416		3,757,923
Less: accumulated depreciation	(1,173,129)		(980,123)
Rental equipment, net	$	3,077,287	$	2,777,800

Property, plant and equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Land, buildings, and leasehold improvements	$	174,322	$	154,269
Vehicles and equipment	167,337		132,733
Office furniture, fixtures and software	106,747		79,659
Total property, plant and equipment	448,406		366,661
Less: accumulated depreciation	(143,747)		(108,485)
Property, plant and equipment, net	$	304,659	$	258,176

Property, Plant and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment, net

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


	Estimated Useful Life	Residual Value
Modular space units	10 - 30 years	20 - 55%
Portable storage units	30 years	55%
VAPS and other related rental equipment	1 - 8 years	—%

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


			Estimated Useful Life
Buildings and leasehold improvements			10 - 40 years
Vehicles, machinery, and equipment			3 - 30 years
Furniture and fixtures			3 - 10 years
Software			3 - 10 years

Rental equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Modular space units	$	3,197,779	$	3,005,195
Portable storage units	849,193		585,034
Value added products	203,444		167,694
Total rental equipment	4,250,416		3,757,923
Less: accumulated depreciation	(1,173,129)		(980,123)
Rental equipment, net	$	3,077,287	$	2,777,800

Property, plant and equipment, net at December 31 consisted of the following:


(in thousands)	2022		2021
Land, buildings, and leasehold improvements	$	174,322	$	154,269
Vehicles and equipment	167,337		132,733
Office furniture, fixtures and software	106,747		79,659
Total property, plant and equipment	448,406		366,661
Less: accumulated depreciation	(143,747)		(108,485)
Property, plant and equipment, net	$	304,659	$	258,176

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill Activity

Changes in the carrying amount of goodwill were as follows:


(in thousands)	Modular		Storage		Total
Balance at December 31, 2020	$	235,828	$	726,529	$	962,357
Changes to Mobile Mini purchase accounting	285,000		(233,666)		51,334
Effects of movements in foreign exchange rates	221		(311)		(90)
Balance at December 31, 2021	521,049		492,552		1,013,601
Effects of movements in foreign exchange rates	(2,172)		—		(2,172)
Balance at December 31, 2022	$	518,877	$	492,552	$	1,011,429

Schedule of Finite Lived Intangible Assets

Intangible assets other than goodwill at December 31, consisted of the following:


	December 31, 2022
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Mobile Mini customer relationships	5.5	$	188,000	$	(58,750)	$	129,250
Technology	3.5	1,500		(625)		875
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		$	478,500	$	(59,375)	$	419,125


	December 31, 2021
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Mobile Mini customer relationships	6.5	$	188,000	$	(35,250)	$	152,750
Technology	4.5	1,500		(375)		1,125
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		$	478,500	$	(35,625)	$	442,875

Schedule of Indefinite Lived Intangible Assets

Intangible assets other than goodwill at December 31, consisted of the following:


	December 31, 2022
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Mobile Mini customer relationships	5.5	$	188,000	$	(58,750)	$	129,250
Technology	3.5	1,500		(625)		875
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		$	478,500	$	(59,375)	$	419,125


	December 31, 2021
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Mobile Mini customer relationships	6.5	$	188,000	$	(35,250)	$	152,750
Technology	4.5	1,500		(375)		1,125
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		$	478,500	$	(35,625)	$	442,875

Finite-Lived Intangible Assets Amortization Expense

As of December 31, 2022, the expected future amortization expense for intangible assets is as follows:


(in thousands)	Amortization Expense
2023	$	23,750
2024	23,750
2025	23,750
2026	23,625
2027	23,500
Thereafter	11,750
Total	$	130,125

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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-Name Accounting Standards Codification
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+ Details

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

The carrying value of debt outstanding at December 31 consisted of the following:


(in thousands, except rates)	Interest rate	Year of maturity	2022		2021
2025 Secured Notes	6.125%	2025	$	520,350	$	518,117
ABL Facility(a)	Varies	2027	1,988,176		1,612,783
2028 Secured Notes	4.625%	2028	493,470		492,490
Finance Leases	Varies	Varies	74,370		60,409
Total debt			3,076,366		2,683,799
Less: current portion of long-term debt			13,324		11,968
Total long-term debt			$	3,063,042	$	2,671,831

Schedule of Maturities of Debt and Lease Obligation

Maturities of debt, including finance leases, during the years subsequent to December 31, 2022 are as follows:


(in thousands)
2023	$	15,580
2024	13,873
2025	540,047
2026	13,217
2027	2,029,988
Thereafter	516,331
Total	$	3,129,036

Schedule of Amortization of Deferred Debt Issuance Costs

These debt costs will be amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows:


(in thousands)	Debt issuance cost amortization
2023	$	11,048
2024	$	11,263
2025	$	9,987
2026	$	8,826
2027	$	5,069
Thereafter	$	836

Debt Redemption


Year	Redemption Price
2022	103.063	%
2023	101.531	%
2024 and thereafter	100.000	%


Year	Redemption Price
2023	102.313	%
2024	101.156	%
2025 and thereafter	100.000	%

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2022, 2021 and 2020, were as follows:


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2019	$	(52,982)	$	(9,793)	$	(62,775)
Other comprehensive income (loss) before reclassifications	28,404		(11,874)		16,530
Reclassifications from AOCI to income (a)	—		10,125		10,125
Less other comprehensive (loss) income attributable to non-controlling interest	1,183		702		1,885
Impact of elimination of non-controlling interest on accumulated other comprehensive income	(1,299)		(1,673)		(2,972)
Balance at December 31, 2020	(24,694)		(12,513)		(37,207)
Other comprehensive income (loss) before reclassifications	(880)		(2,985)		(3,865)
Reclassifications from AOCI to income (a)	—		12,001		12,001
Balance at December 31, 2021	(25,574)		(3,497)		(29,071)
Other comprehensive loss before reclassifications	(44,548)		(1,033)		(45,581)
Reclassifications from AOCI to income (a)	—		4,530		4,530
Balance at December 31, 2022	$	(70,122)	$	—	$	(70,122)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The components of income tax expense (benefit) from continuing operations for the years ended December 31, are comprised of the following:


(in thousands)	2022		2021		2020
Current
Federal	$	—	$	—	$	—
State	11,327		4,645		1,601
Foreign	6,204		1,795		77
Deferred
Federal	63,585		23,707		(54,589)
State	8,917		(2,671)		(5,724)
Foreign	(1,170)		9,052		2,595
Total income tax expense (benefit) from continuing operations	$	88,863	$	36,528	$	(56,040)

Schedule of Effective Income Tax Rate Reconciliation


(in thousands)	2022			2021			2020
Income (loss) from continuing operations before income tax
US	$	341,412		$	137,922		$	(1,553)
Foreign	23,792			13,501			5,086
Total income from continuing operations before income tax	$	365,204		$	151,423		$	3,533

US Federal statutory income tax expense	$	76,693		$	31,798		$	742
Effect of tax rates in foreign jurisdictions	1,085			743			372
State income tax expense, net of federal benefit	16,917			1,130			3,442
Valuation allowances	(6,907)			(2,595)			(56,585)
(Non-taxable) non-deductible items	1,147			(410)			198
Non-deductible executive compensation	1,258			2,309			1,449
Non-deductible transaction costs	—			33			4,425
Non-deductible (non-taxable) remeasurement of common stock warrant liabilities	—			5,585			(727)
Uncertain tax positions	(804)			(11,748)			(11,166)
Tax law changes (excluding valuation allowance) (a)	(94)			8,411			2,523
Other	(432)			1,272			(713)
Income tax expense (benefit) from continuing operations	$	88,863		$	36,528		$	(56,040)
Effective income tax rate	24.33		%	24.12		%	(1,586.19)		%


(a)			Tax law changes primarily represents changes in tax law in foreign jurisdictions.

Schedule of Deferred Income Taxes

Significant components of the Company’s deferred tax assets and liabilities as of December 31, are as follows:


(in thousands)	2022		2021
Deferred tax assets
Deferred interest expense	$	133,223	$	116,339
Employee benefit plans	6,233		4,167
Accrued liabilities	8,043		9,362
Deferred revenue	50,531		37,852
Operating lease liability	59,740		62,502
Other	21,270		18,315
Tax loss carryforwards	233,133		286,470
Deferred tax assets, gross	512,173		535,007
Valuation allowance	(2,245)		(10,323)
Net deferred income tax asset	$	509,928	$	524,684

Deferred tax liabilities
Rental equipment and other property, plant and equipment	$	(770,964)	$	(710,372)
Intangible assets	(84,390)		(107,033)
ROU asset	(59,258)		(62,158)
Deferred gain	(26,691)		—
Deferred tax liability	(941,303)		(879,563)
Net deferred income tax liability	$	(431,375)	$	(354,879)

Summary of Tax Loss Carryforwards

The Company’s tax loss carryforwards are as follows at December 31, 2022:


(in thousands)	Loss Carryforward		Deferred Tax		Expiration
Jurisdiction:
US - Federal	$	1,011,711	$	209,119	2027 – 2037, Indefinite
US - State	484,295		23,395		2023 –2037, Indefinite
Foreign - Canada and Mexico	2,595		619		2032 – 2037
Total	$	1,498,601	$	233,133

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


(in thousands)	2022		2021		2020
Unrecognized tax benefits – January 1,	$	44,314	$	54,494	$	63,747
Increases based on tax positions related to current period	—		—		1,211
Increases based on tax positions related to prior period	—		9		—

Decrease from expiration of statute of limitations	(687)		(10,189)		(10,464)
Unrecognized tax benefits – December 31,	$	43,627	$	44,314	$	54,494

Derivatives (Tables)

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet

The location and the fair value of derivative instruments designated as hedges in the consolidated balance sheet as of December 31, 2021 was as follows:


(in thousands)	Balance Sheet Location	2021
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	5,259

The location and the fair value of the foreign currency contract in the consolidated balance sheet as of December 31, 2022 was as follows:


(in thousands)	Balance Sheet Location	2022
Derivative Contracts:
Foreign currency contract	Accrued liabilities	$	930

Schedule of Impact of Interest Rate Swap and Foreign currency contract on Other Comprehensive Income, AOCI, and Statement of Operations


(in thousands)	2022		2021		2020
Gain (loss) recognized in OCI	$	4,669	$	11,677	$	(2,288)
Location of loss recognized in income	Interest expense, net		Interest expense, net		Interest expense, net
Loss reclassified from AOCI into income (effective portion)	$	(4,530)	$	(12,001)	$	(10,125)

The following table discloses the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the year ended December 31, 2022:


(in thousands)	2022
Loss recognized in income	$	930
Location of loss recognized in income	Currency losses (gains), net

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

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+ Details

Fair Value Measures (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Levels used for Measurement

The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value:


Level 1 -			Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 -			Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3 -			Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions

Carrying Amounts and Fair Values of Financial Assets and Liabilities

The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy:


	December 31, 2022								December 31, 2021
	Carrying Amount		Fair Value						Carrying Amount		Fair Value
(in thousands)			Level 1		Level 2		Level 3				Level 1		Level 2		Level 3
ABL Facility(a)	$	1,988,176	$	—	$	2,020,000	$	—	$	1,612,783	$	—	$	1,644,500	$	—



2025 Secured Notes(a)	520,350		—		526,800		—		518,117		—		551,835		—
2028 Secured Notes(a)	493,470		—		450,135		—		492,490		—		515,635		—
Total	$	3,001,996	$	—	$	2,996,935	$	—	$	2,623,390	$	—	$	2,711,970	$	—

Changes in Level 3 Liabilities Measured at Fair Value

The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2021:


(in thousands)	2015 Private Warrants
Balance - beginning of year	$	77,404
Exercise or conversion	(78,495)
Measurement adjustment	25,486
Repurchases	(24,395)
Balance - end of year	$	—

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Awards

The following table summarizes the Company's RSA activity during the years ended December 31, 2022, 2021 and 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31, 2019	52,755	$	14.69
Granted	65,959	$	11.75
Vested	(61,266)	$	14.28
Balance December 31, 2020	57,448	$	11.75
Granted	44,708	$	29.30
Forfeited	(8,532)	$	29.30
Vested	(57,448)	$	11.75
Balance December 31, 2021	36,176	$	29.30
Granted	35,244	$	37.17

Vested	(36,176)	$	29.30
Balance December 31, 2022	35,244	$	37.17

Schedule of Restricted Stock Units

The following table summarizes the Company's Time-Based RSU activity during the years ended December 31, 2022, 2021 and 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31, 2019	1,065,305	$	12.78
Granted	632,864	$	14.37
Forfeited	(33,558)	$	13.28
Vested	(338,749)	$	13.02
Balance December 31, 2020	1,325,862	$	13.46
Granted	415,737	$	27.25
Forfeited	(72,505)	$	17.80
Vested	(671,643)	$	13.99
Balance December 31, 2021	997,451	$	18.54
Granted	377,804	$	35.40
Forfeited	(106,570)	$	31.35
Vested	(478,906)	$	16.42
Balance December 31, 2022	789,779	$	26.16

The following table summarizes the Company's Performance-Based RSU award activity during the years ended December 31, 2022 and 2021 and 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31, 2019	288,281	$	13.22
Granted	325,256	$	16.35
Forfeited	(12,700)	$	14.70
Vested	(7,449)	$	16.82
Balance December 31, 2020	593,388	$	14.88
Granted	977,645	$	33.21
Forfeited	(23,753)	$	27.92
Vested	(10,886)	$	14.70
Balance December 31, 2021	1,536,394	$	26.34
Granted	745,079	$	42.34
Forfeited	(74,071)	$	41.66
Vested	(313,152)	$	16.45
Balance December 31, 2022	1,894,250	$	33.67

Schedule of Stock Option Awards

The following table summarizes the Company's stock option activity during the years ended December 31, 2022, 2021 and 2020:


	WillScot Options	Weighted-Average Exercise Price per Share		Converted Mobile Mini Options	Weighted-Average Exercise Price per Share
Balance December 31, 2019	534,188	$	13.60	—	$	—
Converted at Merger	—	$	—	7,361,516	$	13.52
Exercised	—	$	—	(428,653)	$	13.07
Cancelled in settlement, net of taxes	—	$	—	(4,901,408)	$	13.04
Balance December 31, 2020	534,188	$	13.60	2,031,455	$	14.78
Forfeited	—	$	—	(6,240)	$	12.19
Exercised	—	$	—	(497,572)	$	15.21
Balance at December 31, 2021	534,188	$	13.60	1,527,643	$	14.66

Exercised	—	$	—	(663,367)	$	16.93
Balance at December 31, 2022	534,188	$	13.60	864,276	$	12.91





Fully vested and exercisable options, December 31, 2022	534,188	$	13.60	864,276	$	12.91

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment


	Year Ended December 31, 2022
(in thousands)	Modular		Storage		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	1,034,300	$	587,390			$	1,621,690
Delivery and installation	279,841		149,311				429,152
Sales revenue:
New units	34,061		6,277				40,338
Rental units	43,611		7,832				51,443
Total revenues	1,391,813		750,810				2,142,623

Costs:
Cost of leasing and services:
Leasing	284,803		92,065				376,868
Delivery and installation	227,543		95,093				322,636
Cost of sales:
New units	20,514		3,497				24,011
Rental units	21,584		5,323				26,907
Depreciation of rental equipment	225,058		31,661				256,719
Gross profit	$	612,311	$	523,171			$	1,135,482
Other selected data:
Adjusted EBITDA from continuing operations	$	529,109	$	354,765	$	—	$	883,874
Selling, general and administrative expense (a)	$	316,272	$	204,397	$	46,570	$	567,239
Purchases of rental equipment and refurbishments	$	279,079	$	118,297	$	—	$	397,376

(a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations.


	Year Ended December 31, 2021
(in thousands)	Modular		Storage		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	864,923	$	387,567			$	1,252,490
Delivery and installation	219,385		101,744				321,129
Sales revenue:
New units	40,366		6,627				46,993
Rental units	39,505		12,863				52,368
Total Revenues	1,164,179		508,801				1,672,980

Costs:
Cost of leasing and services:
Leasing	229,129		53,447				282,576
Delivery and installation	196,137		71,396				267,533
Cost of sales:
New units	27,415		3,933				31,348
Rental units	20,592		7,438				28,030
Depreciation of rental equipment	194,461		24,329				218,790
Gross profit	$	496,445	$	348,258			$	844,703
Other selected data:
Adjusted EBITDA from continuing operations	$	423,004	$	226,600	$	—	$	649,604
Selling, general and administrative expense (a)	$	266,187	$	150,281	$	49,185	$	465,653
Purchases of rental equipment and refurbishments	$	187,495	$	45,426	$	—	$	232,921

(a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations.


	Year Ended December 31, 2020
(in thousands)	Modular		Storage		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	770,330	$	166,128			$	936,458
Delivery and installation	208,079		42,655				250,734
Sales revenue:
New units	41,858		6,976				48,834
Rental units	30,895		6,070				36,965
Total revenues	1,051,162		221,829				1,272,991

Costs:
Cost of leasing and services:
Leasing	194,442		19,925				214,367
Delivery and installation	175,705		27,029				202,734
Cost of sales:
New units	27,555		4,244				31,799
Rental units	19,213		4,261				23,474
Depreciation of rental equipment	182,605		9,585				192,190
Gross profit	$	451,642	$	156,785			$	608,427
Other selected data:
Adjusted EBITDA from continuing operations	$	394,805	$	99,837	$	—	$	494,642
Selling, general and administrative expense (a)	$	242,010	$	68,574	$	91,864	$	402,448
Purchase of rental equipment and refurbishments	$	153,327	$	14,969	$	—	$	168,296

(a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations.

The following tables present a reconciliation of the Company’s Income from continuing operations to Adjusted EBITDA for the years ended December 31, 2022, 2021, and 2020, respectively:


	Year Ended December 31,
(in thousands)	2022		2021		2020
Income from continuing operations	$	276,341	$	114,895	$	58,360
Income from continuing operations attributable to non-controlling interest, net of tax	—		—		1,213
Income tax expense (benefit) from continuing operations	88,863		36,528		(56,040)
Loss on extinguishment of debt	—		5,999		42,401
Fair value loss (gain) on common stock warrant liabilities	—		26,597		(3,461)
Interest expense	146,278		116,358		119,319
Depreciation and amortization	319,099		280,567		227,371
Currency losses (gains), net	886		427		(257)

Restructuring costs, lease impairment expense and other related charges	168		14,754		10,985
Transaction costs	25		1,375		64,053
Integration costs	15,484		28,410		18,337
Stock compensation expense	29,613		18,728		9,879
Other	7,117		4,966		2,482
Adjusted EBITDA from continuing operations	$	883,874	$	649,604	$	494,642

Reconciliation of Assets from Segment to Consolidated

Assets related to the Company’s reportable segments include the following:


(in thousands)	Modular		Storage		Total
As of December 31, 2022:
Goodwill	$	518,877	$	492,552	$	1,011,429
Intangible assets, net	$	125,000	$	294,125	$	419,125
Rental equipment, net	$	2,004,055	$	1,073,232	$	3,077,287
As of December 31, 2021:
Goodwill	$	521,049	$	492,552	$	1,013,601
Intangible assets, net	$	125,000	$	317,875	$	442,875
Rental equipment, net	$	1,877,978	$	899,822	$	2,777,800

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares


(in thousands)	2022		2021		2020
Numerator:
Income from continuing operations attributable to WillScot Mobile Mini common shareholders	$	276,341	$	114,895	$	58,360
Income from discontinued operations	63,199		45,249		15,767
Net income attributable to common shareholders - basic	339,540		160,144		74,127
Fair value gain on common stock warrant liabilities	—		—		(30,524)
Net income attributable to common shareholders - dilutive	$	339,540	$	160,144	$	43,603

Denominator:
Weighted average Common Shares outstanding - basic	216,809		226,519		169,230
Dilutive effect of outstanding securities:
Warrants	1,605		3,589		752
RSAs	18		24		39
Time-Based RSUs	401		594		778
Performance-Based and Market-Based RSUs	1,471		955		544
Stock Options	1,095		1,113		634
Class B common shares	N/A		N/A		5,291
Weighted average Common Shares outstanding - dilutive	221,399		232,794		177,268

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive:


(in thousands)	2022	2021	2020
Warrants	—	—	2,366
RSAs	—	—	—
Time-based RSUs	—	—	—
Performance-based RSUs	591	375	—
Stock Options	—	—	—
Class B common shares	N/A	N/A	—

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data

The following tables present certain unaudited consolidated quarterly financial information incorporating the impact of the discontinued operations described in Note 3.


(in thousands, except share and per share data)	Quarter Ended
2022	March 31		June 30		September 30		December 31
Total revenue	$	451,171	$	522,890	$	578,008	$	590,554
Gross profit	$	234,061	$	275,213	$	297,885	$	328,323
Income from continuing operations	$	39,048	$	60,099	$	78,176	$	99,018
Net income	$	51,171	$	73,376	$	128,593	$	86,400

Earnings per share from continuing operations:
Basic	$	0.17	$	0.27	$	0.37	$	0.46
Diluted	$	0.17	$	0.26	$	0.36	$	0.46
Earnings per share attributable to WillScot Mobile Mini common shareholders:
Basic	$	0.23	$	0.33	$	0.60	$	0.41
Diluted	$	0.22	$	0.32	$	0.59	$	0.40
Weighted average shares:
Basic	223,490,912		223,376,276		213,636,876		209,373,239
Diluted	228,955,504		227,484,012		217,927,725		213,872,403


(in thousands, except share and per share data)	Quarter Ended
2021	March 31		June 30		September 30		December 31
Total revenue	$	373,971	$	405,177	$	432,947	$	460,885
Gross profit	$	185,619	$	191,860	$	220,349	$	246,875
(Loss) income from continuing operations	$	(6,147)	$	10,050	$	48,580	$	62,412
Net income	$	4,447	$	20,371	$	61,103	$	74,223

(Loss) earnings per share from continuing operations attributable to WillScot Mobile Mini common shareholders:
Basic	$	(0.03)	$	0.04	$	0.21	$	0.28
Diluted	$	(0.03)	$	0.04	$	0.20	$	0.27
Earnings per share attributable to WillScot Mobile Mini common shareholders:
Basic	$	0.02	$	0.09	$	0.27	$	0.33
Diluted	$	0.02	$	0.09	$	0.26	$	0.32
Weighted average shares:
Basic	228,293,197		228,406,812		225,998,202		223,436,603
Diluted	234,720,295		236,536,713		231,868,397		229,965,703

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 01, 2020
Business Acquisition [Line Items]
Par value (in USD per share)	$ 0.0001	$ 0.0001		$ 0.0001
Matching contributions to defined contribution plans	$ 13,800,000	$ 10,900,000	$ 7,100,000
Shares authorized under plan (in shares)	6,488,988
Billing period term	28 days
Deferred revenue	$ 195,800,000	150,100,000
Customer deposits	8,000,000	2,200,000
Advertising and promotion expense	8,500,000	$ 7,600,000	$ 7,000,000
Warrants outstanding	$ 0
Minimum
Business Acquisition [Line Items]
Operating lease term	1 month
Maximum
Business Acquisition [Line Items]
Operating lease term	60 months
Average
Business Acquisition [Line Items]
Operating lease term	10 months
RSAs
Business Acquisition [Line Items]
Vesting period	1 year
Granted (in shares)	35,244	44,708	65,959
Vested (in shares)	36,176	57,448	61,266
Time-Based Restricted Stock Units
Business Acquisition [Line Items]
Vesting period	4 years
Granted (in shares)	377,804	415,737	632,864
Vested (in shares)	478,906	671,643	338,749
Performance-Based RSUs
Business Acquisition [Line Items]
Performance period	3 years
Granted (in shares)	745,079	977,645	325,256
Vested (in shares)	313,152	10,886	7,449
Performance-Based RSUs \| Awards Granted 2021
Business Acquisition [Line Items]
TSR payout percentage, minimum	0.00%
TSR payout percentage, maximum	200.00%
TSR payout percentage, target	100.00%
TSR, target	50.00%
TSR, minimum	25.00%
TSR, maximum	85.00%
Granted (in shares)	555,790
Share price (in USD per share)	$ 47.5
Performance-Based RSUs \| Awards Granted in 2020 and Prior
Business Acquisition [Line Items]
TSR payout percentage, minimum	0.00%
TSR payout percentage, maximum	150.00%
TSR payout percentage, target	100.00%
TSR, target	50.00%
TSR, minimum	25.00%
TSR, maximum	75.00%
Performance-Based RSUs \| Minimum \| Awards Granted 2021
Business Acquisition [Line Items]
Performance period	4 years 6 months
Performance-Based RSUs \| Maximum \| Awards Granted 2021
Business Acquisition [Line Items]
Performance period	4 years 9 months 18 days
Unrestricted Stock \| Minimum \| Awards Granted 2021
Business Acquisition [Line Items]
Vested (in shares)	0
Share price (in USD per share)	$ 42.5
Unrestricted Stock \| Maximum \| Awards Granted 2021
Business Acquisition [Line Items]
Vested (in shares)	1,333,334
Share price (in USD per share)	$ 60
Stock Options
Business Acquisition [Line Items]
Vesting period	4 years
Expiration period	10 years

Summary of Significant Accounting Policies - Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	$ 45,773	$ 28,105	$ 15,828
Provision for credit losses, net of recoveries	34,881	37,469	30,544
Write-offs	(23,705)	(19,777)	(18,296)
Foreign currency translation and other	99	(24)	29
Balance at end of period	57,048	45,773	28,105
Provision for credit losses recorded as a reduction to revenue for the provision of specific receivables whole collection is not considered probable	$ 23,700	$ 19,800	$ 18,300

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Summary of Significant Accounting Policies - Rental Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Portable storage units
Property, Plant and Equipment [Line Items]
Estimated Useful Life	30 years
Residual Value	55000.00%
VAPS and other related rental equipment
Property, Plant and Equipment [Line Items]
Residual Value	0.00%
Minimum \| Modular space units
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Residual Value	20000.00%
Minimum \| VAPS and other related rental equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	1 year
Maximum \| Modular space units
Property, Plant and Equipment [Line Items]
Estimated Useful Life	30 years
Residual Value	55.00%
Maximum \| VAPS and other related rental equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	8 years

Summary of Significant Accounting Policies - Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Minimum \| Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Minimum \| Vehicles, machinery, and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Minimum \| Software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Maximum \| Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Useful Life	40 years
Maximum \| Vehicles, machinery, and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	30 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Maximum \| Software
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years

Acquisitions (Details) $ in Thousands	12 Months Ended
Acquisitions (Details) $ in Thousands	Dec. 31, 2022 USD ($) blastResistantModularUnit	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Rental equipment, net	$ 3,077,287	$ 2,777,800
Series of Individually Immaterial Asset Acquisitions
Business Acquisition [Line Items]
Payments to acquire businesses, gross	220,600
Rental equipment, net	$ 214,800
Storage Unit \| Series of Individually Immaterial Asset Acquisitions
Business Acquisition [Line Items]
Number of units in real estate property acquired \| blastResistantModularUnit	14,100
Modular Unit \| Series of Individually Immaterial Asset Acquisitions
Business Acquisition [Line Items]
Number of units in real estate property acquired \| blastResistantModularUnit	4,400
Mobile Mini Inc and Other Asset Acquisitions
Business Acquisition [Line Items]
Integration costs	$ 15,500	$ 28,400	$ 16,600

Discontinued Operations - Narrative (Details) $ in Thousands, £ in Millions	Jan. 31, 2023 GBP (£)	Dec. 31, 2022 USD ($)	Dec. 12, 2022 GBP (£)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale - current		$ 31,220			$ 60,632
UK Storage and Tank and Pump
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale - current					$ 1,000
Discontinued Operations, Disposed of by Sale \| Tank and Pump
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of business consideration amount				$ 321,900
Discontinued Operations, Disposed of by Sale \| UK Storage Solutions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of business consideration amount \| £			£ 335.0
Discontinued Operations, Disposed of by Sale \| UK Storage Solutions \| Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sale of business consideration amount \| £	£ 418.1

Discontinued Operations - Income From Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Total revenues	$ 590,554	$ 578,008	$ 522,890	$ 451,171	$ 460,885	$ 432,947	$ 405,177	$ 373,971	$ 2,142,623	$ 1,672,980	$ 1,272,991
Costs of leasing and services:
Depreciation of rental equipment									256,719	218,790	192,190
Gross profit	$ 328,323	$ 297,885	$ 275,213	$ 234,061	$ 246,875	$ 220,349	$ 191,860	$ 185,619	1,135,482	844,703	608,427
Expenses:
Selling, general and administrative									567,214	464,278	338,395
Other depreciation and amortization									62,380	61,777	35,181
Currency losses, net									886	427	(257)
Other (income) expense, net									(6,673)	1,715	(1,722)
Operating income									511,482	300,377	161,792
Interest expense									146,278	116,358	119,319
Income tax expense from discontinued operations									35,725	13,018	4,589
Gain on sale of discontinued operations									35,456	0	0
Income from discontinued operations									63,199	45,249	15,767
Adjusted EBITDA from discontinued operations									883,874	649,604	494,642
Total Leasing And Product And Service Revenues/Costs
Revenues:
Total revenues									2,142,623	1,672,980	1,272,991
Leasing Revenue
Revenues:
Leasing									1,621,690	1,252,490	936,458
Costs of leasing and services:
Leasing									376,868	282,576	214,367
New units
Revenues:
Revenues									40,338	46,993	48,834
Total revenues									40,338	46,993	48,834
Costs of leasing and services:
Cost of sales									24,011	31,348	31,799
Rental units
Revenues:
Revenues									51,443	52,368	36,965
Total revenues									51,443	52,368	36,965
Costs of leasing and services:
Cost of sales									26,907	28,030	23,474
Discontinued Operations, Disposed of by Sale
Costs of leasing and services:
Depreciation of rental equipment									12,399	18,747	8,391
Gross profit									116,753	123,505	51,546
Expenses:
Selling, general and administrative									39,840	47,168	22,231
Other depreciation and amortization									12,009	16,253	8,068
Restructuring costs										2	418
Currency losses, net									138	121	(98)
Other (income) expense, net									(3)	65	4
Operating income									64,769	59,896	20,923
Interest expense									1,301	1,629	567
Income from discontinued operations before income tax and gain on sale									63,468	58,267	20,356
Income tax expense from discontinued operations									35,725	13,018	4,589
Gain on sale of discontinued operations									35,456
Income from discontinued operations									63,199	45,249	15,767
Adjusted EBITDA from discontinued operations									85,750	90,789	35,665
Discontinued Operations, Disposed of by Sale \| Tank and Pump
Costs of leasing and services:
Depreciation of rental equipment									8,145	14,319	6,743
Gross profit									49,152	52,262	23,904
Expenses:
Selling, general and administrative									18,045	22,194	11,354
Other depreciation and amortization									6,103	9,366	5,348
Restructuring costs										2	54
Currency losses, net									0	0	0
Other (income) expense, net									4	11	2
Operating income									25,000	20,689	7,146
Interest expense									512	779	200
Income from discontinued operations before income tax and gain on sale									24,488	19,910	6,946
Income tax expense from discontinued operations									843	5,277	1,783
Gain on sale of discontinued operations									35,456
Income from discontinued operations									59,101	14,633	5,163
Adjusted EBITDA from discontinued operations									37,016	41,750	17,843
Discontinued Operations, Disposed of by Sale \| UK Storage Solutions
Costs of leasing and services:
Depreciation of rental equipment									4,254	4,428	1,648
Gross profit									67,601	71,243	27,642
Expenses:
Selling, general and administrative									21,795	24,974	10,877
Other depreciation and amortization									5,906	6,887	2,720
Restructuring costs										0	364
Currency losses, net									138	121	(98)
Other (income) expense, net									(7)	54	2
Operating income									39,769	39,207	13,777
Interest expense									789	850	367
Income from discontinued operations before income tax and gain on sale									38,980	38,357	13,410
Income tax expense from discontinued operations									34,882	7,741	2,806
Gain on sale of discontinued operations									0
Income from discontinued operations									4,098	30,616	10,604
Adjusted EBITDA from discontinued operations									48,734	49,039	17,822
Discontinued Operations, Disposed of by Sale \| Total Leasing And Product And Service Revenues/Costs
Revenues:
Total revenues									201,565	221,917	94,654
Discontinued Operations, Disposed of by Sale \| Total Leasing And Product And Service Revenues/Costs \| Tank and Pump
Revenues:
Total revenues									96,356	110,891	48,293
Discontinued Operations, Disposed of by Sale \| Total Leasing And Product And Service Revenues/Costs \| UK Storage Solutions
Revenues:
Total revenues									105,209	111,026	46,361
Discontinued Operations, Disposed of by Sale \| Leasing Revenue
Revenues:
Leasing									145,344	159,633	64,989
Costs of leasing and services:
Leasing									30,565	34,485	13,009
Discontinued Operations, Disposed of by Sale \| Leasing Revenue \| Tank and Pump
Revenues:
Leasing									65,572	77,527	32,356
Costs of leasing and services:
Leasing									13,828	17,045	5,618
Discontinued Operations, Disposed of by Sale \| Leasing Revenue \| UK Storage Solutions
Revenues:
Leasing									79,772	82,106	32,633
Costs of leasing and services:
Leasing									16,737	17,440	7,391
Discontinued Operations, Disposed of by Sale \| New units
Revenues:
Revenues									3,308	5,889	4,259
Costs of leasing and services:
Cost of sales									2,374	4,029	3,042
Discontinued Operations, Disposed of by Sale \| New units \| Tank and Pump
Revenues:
Revenues									2,202	2,355	1,135
Costs of leasing and services:
Cost of sales									1,636	1,672	741
Discontinued Operations, Disposed of by Sale \| New units \| UK Storage Solutions
Revenues:
Revenues									1,106	3,534	3,124
Costs of leasing and services:
Cost of sales									738	2,357	2,301
Discontinued Operations, Disposed of by Sale \| Rental units
Revenues:
Revenues									2,372	2,842	1,984
Costs of leasing and services:
Cost of sales									1,322	1,823	1,298
Discontinued Operations, Disposed of by Sale \| Rental units \| Tank and Pump
Revenues:
Revenues									917	1,479	789
Costs of leasing and services:
Cost of sales									310	536	272
Discontinued Operations, Disposed of by Sale \| Rental units \| UK Storage Solutions
Revenues:
Revenues									1,455	1,363	1,195
Costs of leasing and services:
Cost of sales									1,012	1,287	1,026
Discontinued Operations, Disposed of by Sale \| Modular Deliver and Installation
Revenues:
Revenues									50,541	53,553	23,422
Costs of leasing and services:
Cost of sales									38,152	39,328	17,368
Discontinued Operations, Disposed of by Sale \| Modular Deliver and Installation \| Tank and Pump
Revenues:
Revenues									27,665	29,530	14,013
Costs of leasing and services:
Cost of sales									23,285	25,057	11,015
Discontinued Operations, Disposed of by Sale \| Modular Deliver and Installation \| UK Storage Solutions
Revenues:
Revenues									22,876	24,023	9,409
Costs of leasing and services:
Cost of sales									$ 14,867	$ 14,271	$ 6,353

Discontinued Operations - Discontinued Operations Assets and Liabilities Held For Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 7,390	$ 6,393
Trade receivables, net of allowances for doubtful accounts of $300	409,766	351,285
Inventories	41,030	29,795
Prepaid expenses and other current assets	31,635	34,935
Rental equipment, net	3,077,287	2,777,800
Operating lease assets	219,405	218,752
Goodwill	1,011,429	1,013,601	$ 962,357
Intangible assets, net	419,125	442,875
Other non-current assets	6,683	8,138
Liabilities
Accounts payable	108,071	102,563
Accrued expenses	110,820	107,188
Accrued employee benefits	56,340	49,832
Deferred revenue and customer deposits	203,793	152,343
Deferred tax liabilities	401,453	305,674
Operating lease liabilities - non-current	169,618	169,729
Other non-current liabilities	18,537	15,737
Allowance for doubtful accounts	57,048	45,773
Discontinued Operations, Disposed of by Sale
Assets
Cash and cash equivalents		6,306
Trade receivables, net of allowances for doubtful accounts of $300		48,602
Inventories		2,944
Prepaid expenses and other current assets		1,826
Rental equipment, net		303,181
Property, plant and equipment, net		54,002
Operating lease assets		28,312
Goodwill		165,205
Intangible assets, net		17,803
Other non-current assets		2,714
Total assets held for sale		630,895
Liabilities
Accounts payable		15,708
Accrued expenses		7,574
Accrued employee benefits		4,015
Deferred revenue and customer deposits		7,296
Deferred tax liabilities		49,205
Operating lease liabilities - non-current		29,133
Other non-current liabilities		28,641
Total liabilities held for sale		141,572
Discontinued Operations, Disposed of by Sale \| Tank and Pump
Assets
Cash and cash equivalents		0
Trade receivables, net of allowances for doubtful accounts of $300		31,031
Inventories		647
Prepaid expenses and other current assets		222
Rental equipment, net		134,973
Property, plant and equipment, net		29,931
Operating lease assets		11,720
Goodwill		100,107
Intangible assets, net		8,750
Other non-current assets		55
Total assets held for sale		317,436
Liabilities
Accounts payable		8,001
Accrued expenses		4,603
Accrued employee benefits		2,487
Deferred revenue and customer deposits		27
Deferred tax liabilities		17,095
Operating lease liabilities - non-current		11,959
Other non-current liabilities		23,487
Total liabilities held for sale		67,659
Allowance for doubtful accounts		1,469
Discontinued Operations, Disposed of by Sale \| UK Storage Solutions
Assets
Cash and cash equivalents	10,384	6,306
Trade receivables, net of allowances for doubtful accounts of $300	15,991	17,571
Inventories	3,058	2,297
Prepaid expenses and other current assets	1,787	1,604
Rental equipment, net	165,853	168,208
Property, plant and equipment, net	20,645	24,071
Operating lease assets	15,134	16,592
Goodwill	58,144	65,098
Intangible assets, net	6,414	9,053
Other non-current assets	1,832	2,659
Total assets held for sale	299,242	313,459
Liabilities
Accounts payable	4,515	7,707
Accrued expenses	3,273	2,971
Accrued employee benefits	1,009	1,528
Deferred revenue and customer deposits	6,850	7,269
Deferred tax liabilities	29,737	32,110
Operating lease liabilities - non-current	15,192	17,174
Other non-current liabilities	6,278	5,154
Total liabilities held for sale	66,854	73,913
Allowance for doubtful accounts	$ 300	$ 387

Discontinued Operations - Cash Flows From Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities of discontinued operations:
Depreciation and amortization	$ 343,507	$ 318,202	$ 246,948
Investing activities of discontinued operations:
Purchase of rental equipment and refurbishments	(443,138)	(278,498)	(172,383)
Proceeds from the sale of property, plant and equipment	1,775	16,911	7,355
Purchase of property, plant and equipment	(43,664)	(30,498)	(16,454)
Discontinued Operations, Disposed of by Sale \| Tank and Pump
Operating activities of discontinued operations:
Depreciation and amortization	14,248	23,685	12,091
Investing activities of discontinued operations:
Proceeds from sale of rental equipment	918	1,480	789
Purchase of rental equipment and refurbishments	(21,831)	(17,747)	(2,394)
Proceeds from the sale of property, plant and equipment	0	388	72
Purchase of property, plant and equipment	(525)	(1,743)	(465)
Discontinued Operations, Disposed of by Sale \| UK Storage Solutions
Operating activities of discontinued operations:
Depreciation and amortization	10,160	11,315	4,368
Investing activities of discontinued operations:
Proceeds from sale of rental equipment	1,455	1,363	1,195
Purchase of rental equipment and refurbishments	(23,931)	(27,830)	(1,693)
Proceeds from the sale of property, plant and equipment	504	387	0
Purchase of property, plant and equipment	$ (3,752)	$ (1,680)	$ (1,043)

Discontinued Operations - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations	$ 63,199	$ 45,249	$ 15,767
Gain on sale of discontinued operations	35,456	0	0
Income tax expense from discontinued operations	35,725	13,018	4,589
Interest expense	146,278	116,358	119,319
Currency losses, net	886	427	(257)
Adjusted EBITDA from discontinued operations	883,874	649,604	494,642
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations	63,199	45,249	15,767
Income tax expense from discontinued operations	35,725	13,018	4,589
Income from discontinued operations before income tax and gain on sale	63,468	58,267	20,356
Interest expense	1,301	1,629	567
Currency losses, net	138	121	(98)
Adjusted EBITDA from discontinued operations	85,750	90,789	35,665
Tank and Pump \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations	59,101	14,633	5,163
Gain on sale of discontinued operations	35,456	0	0
Income tax expense from discontinued operations	843	5,277	1,783
Income from discontinued operations before income tax and gain on sale	24,488	19,910	6,946
Interest expense	512	779	200
Depreciation and amortization	14,248	23,685	12,091
Currency losses, net	0	0	0
Restructuring costs, lease impairment expense and other related charges	0	2	54
Integration costs	0	14	0
Stock compensation expense	18	222	0
Other	(2,250)	(2,862)	(1,448)
Adjusted EBITDA from discontinued operations	37,016	41,750	17,843
UK Storage Solutions \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations	4,098	30,616	10,604
Income tax expense from discontinued operations	34,882	7,741	2,806
Income from discontinued operations before income tax and gain on sale	38,980	38,357	13,410
Interest expense	789	850	367
Depreciation and amortization	10,160	11,315	4,368
Currency losses, net	138	121	(98)
Restructuring costs, lease impairment expense and other related charges	0	0	364
Stock compensation expense	197	39	0
Other	(1,530)	(1,643)	(589)
Adjusted EBITDA from discontinued operations	$ 48,734	$ 49,039	$ 17,822

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 590,554	$ 578,008	$ 522,890	$ 451,171	$ 460,885	$ 432,947	$ 405,177	$ 373,971	$ 2,142,623	$ 1,672,980	$ 1,272,991
Leasing revenue
Disaggregation of Revenue [Line Items]
Total revenues									1,621,690	1,252,490	936,458
Modular space leasing revenue
Disaggregation of Revenue [Line Items]
Total revenues									840,926	697,852	581,452
Portable storage leasing revenue
Disaggregation of Revenue [Line Items]
Total revenues									361,197	233,868	114,952
VAPS and third party leasing revenue
Disaggregation of Revenue [Line Items]
Total revenues									343,625	263,021	194,809
Other leasing-related revenue
Disaggregation of Revenue [Line Items]
Total revenues									75,942	57,749	45,245
Leasing and Services
Disaggregation of Revenue [Line Items]
Total revenues									2,050,842	1,573,619	1,187,192
Delivery and installation
Disaggregation of Revenue [Line Items]
Total revenues									429,152	321,129	250,734
New unit sales revenue
Disaggregation of Revenue [Line Items]
Total revenues									40,338	46,993	48,834
Rental unit sales revenue
Disaggregation of Revenue [Line Items]
Total revenues									51,443	52,368	36,965
VAPS service revenue
Disaggregation of Revenue [Line Items]
Total revenues									25,300	17,100	16,100
US
Disaggregation of Revenue [Line Items]
Total revenues									1,998,796	1,542,076	1,179,171
Canada
Disaggregation of Revenue [Line Items]
Total revenues									125,536	116,070	79,630
Mexico
Disaggregation of Revenue [Line Items]
Total revenues									$ 18,291	$ 14,834	$ 14,190

Revenue - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Provision for credit losses, net of recoveries	$ 10.4	$ 16.4	$ 12.7
Recognition of previously deferred revenue for removal services for lease transactions and advance billings for sale transactions	47.2	38.8	35.6
Provision for credit losses recorded as a reduction to revenue for the provision of specific receivables whole collection is not considered probable	23.7	19.8	$ 18.3
Deferred revenue for removal services for lease transactions and advance billings for sale transactions	$ 102.2	$ 74.4
Accounts Receivable \| Credit Concentration Risk \| Top Five Customers
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	5.40%	5.60%
Leasing revenue \| Revenue \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	75.00%	74.00%	72.00%

Revenue - Future Commited Modular Leasing Revenues (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Revenue from Contract with Customer [Abstract]
2023	$ 326,819
2024	111,650
2025	38,578
2026	16,074
2027	6,731
Thereafter	5,513
Total	$ 505,365

Leases - Lease Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2023	$ 60,119
2024	51,123
2025	42,828
2026	31,702
2027	20,846
Thereafter	51,895
Total lease payments	258,513
Less: interest	(38,396)
Present value of lease liabilities	$ 220,117
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Total long-term debt
Finance Leases
2023	$ 15,580
2024	13,873
2025	13,547
2026	13,217
2027	9,988
Thereafter	16,331
Total lease payments	82,536
Less: interest	(8,166)
Present value of lease liabilities	$ 74,370	$ 60,409

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finance Lease Expense
Amortization of finance lease assets	$ 13,900	$ 12,602	$ 6,713
Interest on obligations under finance leases	1,899	1,406	719
Total finance lease expense	15,799	14,008	7,432
Operating Lease Expense
Total operating lease expense	110,230	96,041	89,657
Cost of leasing and services
Operating Lease Expense
Fixed lease expense	2,797	3,979	5,723
Short-term lease expense	32,947	22,335	25,576
Variable lease expense	5,388	7,794	6,981
Selling, general and administrative
Operating Lease Expense
Fixed lease expense	59,804	53,977	40,616
Short-term lease expense	1,792	794	1,937
Variable lease expense	7,249	4,642	4,698
Lease impairment expense and other related charges
Operating Lease Expense
Fixed lease expense	213	2,028	2,800
Short-term lease expense	0	0	471
Variable lease expense	$ 40	$ 492	$ 855

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Lease impairment expense and other related charges	$ 254	$ 2,888	$ 4,876
Closed location rent expense		2,600	4,200
Loss on lease exit		$ 300	$ 700

Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 61,418	$ 58,931	$ 43,185
Operating cash outflows from finance leases	1,895	1,432	696
Financing cash outflows from finance leases	15,159	12,476	6,379
Right of use assets obtained in exchange for lease obligations	55,005	66,887	33,256
Assets obtained in exchange for finance leases	$ 29,803	$ 19,435	$ 7,915

Leases - Lease Terms and Discount Rates (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted-average remaining lease term - operating leases	5 years 9 months 18 days	6 years
Weighted-average discount rate - operating leases	5.40%	5.10%
Weighted-average remaining lease term - finance leases	5 years 1 month 6 days	4 years 9 months 18 days
Weighted-average discount rate - finance leases	3.40%	2.70%

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 38,611	$ 26,059
Finished units	2,419	3,736
Inventories	$ 41,030	$ 29,795

Rental Equipment, net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total rental equipment	$ 4,250,416	$ 3,757,923
Less: accumulated depreciation	(1,173,129)	(980,123)
Rental equipment, net	3,077,287	2,777,800
Modular space units
Property, Plant and Equipment [Line Items]
Total rental equipment	3,197,779	3,005,195
Portable storage units
Property, Plant and Equipment [Line Items]
Total rental equipment	849,193	585,034
Value added products
Property, Plant and Equipment [Line Items]
Total rental equipment	$ 203,444	$ 167,694

Property, Plant and Equipment, net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 448,406	$ 366,661
Less: accumulated depreciation	(143,747)	(108,485)
Property, plant and equipment, net	304,659	258,176
Land, buildings, and leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	174,322	154,269
Vehicles and equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	167,337	132,733
Office furniture, fixtures and software
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 106,747	$ 79,659

Property, Plant and Equipment, net - Narrative (Details) - Property, Plant and Equipment - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 38.6	$ 37.5	$ 23.1
Gross cost of property, plant and equipment assets under finance leases	84.7	63.2
Accumulated depreciation of property, plant and equipment assets under finance leases	$ 26.9	$ 17.6

Goodwill and Intangible Assets - Goodwill Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 1,013,601	$ 962,357
Changes to Mobile Mini purchase accounting		51,334
Effects of movements in foreign exchange rates	(2,172)	(90)
Goodwill, end of period	1,011,429	1,013,601
Modular
Goodwill [Roll Forward]
Goodwill, beginning of period	521,049	235,828
Changes to Mobile Mini purchase accounting		285,000
Effects of movements in foreign exchange rates	(2,172)	221
Goodwill, end of period	518,877	521,049
Storage
Goodwill [Roll Forward]
Goodwill, beginning of period	492,552	726,529
Changes to Mobile Mini purchase accounting		(233,666)
Effects of movements in foreign exchange rates	0	(311)
Goodwill, end of period	$ 492,552	$ 492,552

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Intangible Assets - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Indefinite-lived Intangible Assets [Line Items]
Goodwill impairment	$ 0	$ 0	$ 0
Amortization expense	23,800,000	24,300,000	12,100,000
Modular
Indefinite-lived Intangible Assets [Line Items]
Accumulated impairment loss	$ 792,800,000	$ 792,800,000	$ 792,800,000

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Intangible assets subject to amortization:
Accumulated amortization	$ (59,375)	$ (35,625)
Net book value	130,125
Intangible Assets, Net (Including Goodwill) [Abstract]
Gross carrying amount	478,500	478,500
Accumulated amortization	(59,375)	(35,625)
Net book value	419,125	442,875
Trade name - Mobile Mini
Indefinite-lived intangible assets:
Gross carrying amount	164,000	164,000
Trade name - WillScot
Indefinite-lived intangible assets:
Gross carrying amount	$ 125,000	$ 125,000
Mobile Mini customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life (in years)	5 years 6 months	6 years 6 months
Intangible assets subject to amortization:
Gross carrying amount	$ 188,000	$ 188,000
Accumulated amortization	(58,750)	(35,250)
Net book value	129,250	152,750
Intangible Assets, Net (Including Goodwill) [Abstract]
Accumulated amortization	$ (58,750)	$ (35,250)
Technology
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life (in years)	3 years 6 months	4 years 6 months
Intangible assets subject to amortization:
Gross carrying amount	$ 1,500	$ 1,500
Accumulated amortization	(625)	(375)
Net book value	875	1,125
Intangible Assets, Net (Including Goodwill) [Abstract]
Accumulated amortization	$ (625)	$ (375)

Goodwill and Intangible Assets - Future Amortization (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 23,750
2024	23,750
2025	23,750
2026	23,625
2027	23,500
Thereafter	11,750
Net book value	$ 130,125

Debt - Carrying Value of Debt Outstanding (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Aug. 25, 2020	Jun. 15, 2020
Debt Instrument [Line Items]
Finance Leases	$ 74,370,000	$ 60,409,000
Total debt	3,076,366,000	2,683,799,000
Less: current portion of long-term debt	13,324,000	11,968,000
Total long-term debt	$ 3,063,042,000	$ 2,671,831,000
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Total long-term debt	Total long-term debt
Senior Notes \| 2025 Secured Notes
Debt Instrument [Line Items]
Interest rate	6.125%			6.125%
Debt	$ 520,350,000	$ 518,117,000
Debt issuance costs	$ 6,200,000	8,400,000		$ 14,300,000
Senior Notes \| 2028 Secured Notes
Debt Instrument [Line Items]
Interest rate	4.625%		4.625%
Debt	$ 493,470,000	492,490,000
Debt issuance costs	6,500,000	7,500,000
Line of Credit \| Asset Based Liability Facility Due 2027 \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt	1,988,176,000	1,612,783,000
Outstanding principal borrowings on the credit facility	2,000,000,000
Line of Credit \| ABL Facility - Multicurrency Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding principal borrowings on the credit facility	0	0
Debt issuance costs	$ 2,500,000	$ 6,200,000

Debt - Maturities of Debt and Lease Obligation (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 15,580
2024	13,873
2025	540,047
2026	13,217
2027	2,029,988
Thereafter	516,331
Total	$ 3,129,036

Debt - Debt Discount Amortization (Details) $ in Thousands	12 Months Ended
Debt - Debt Discount Amortization (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 11,048,000
2024	11,263,000
2025	9,987,000
2026	8,826,000
2027	5,069,000
Thereafter	$ 836,000

Debt - Asset Backed Lending Facility (Details) - USD ($)

12 Months Ended

Jan. 07, 2022

Dec. 13, 2021

Jul. 01, 2020

Dec. 31, 2022

Jun. 30, 2022

Dec. 31, 2021

Line of Credit Facility [Line Items]

Debt

The carrying value of debt outstanding at December 31 consisted of the following:


(in thousands, except rates)	Interest rate	Year of maturity	2022		2021
2025 Secured Notes	6.125%	2025	$	520,350	$	518,117
ABL Facility(a)	Varies	2027	1,988,176		1,612,783
2028 Secured Notes	4.625%	2028	493,470		492,490
Finance Leases	Varies	Varies	74,370		60,409
Total debt			3,076,366		2,683,799
Less: current portion of long-term debt			13,324		11,968
Total long-term debt			$	3,063,042	$	2,671,831

Maturities of debt, including finance leases, during the years subsequent to December 31, 2022 are as follows:


(in thousands)
2023	$	15,580
2024	13,873
2025	540,047
2026	13,217
2027	2,029,988
Thereafter	516,331
Total	$	3,129,036


(in thousands)	Debt issuance cost amortization
2023	$	11,048
2024	$	11,263
2025	$	9,987
2026	$	8,826
2027	$	5,069
Thereafter	$	836

Asset Backed Lending Facility

and bank guarantees carried fees of 1.625%. The Company had issued $14.1 million of standby letters of credit under the ABL Facility at December 31, 2022.

2025 Senior Secured Notes


Year	Redemption Price
2022	103.063	%
2023	101.531	%
2024 and thereafter	100.000	%

2028 Senior Secured Notes


Year	Redemption Price
2023	102.313	%
2024	101.156	%
2025 and thereafter	100.000	%

2022 Senior Secured Notes

2023 Senior Secured Notes

Finance Leases

The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments for the year ended December 31, 2022.

Asset Based Liability Facility Due 2027 | Line of Credit

Line of Credit Facility [Line Items]

Credit spread

0.10%

Asset Based Liability Facility Due 2027 | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate

Line of Credit Facility [Line Items]

Applicable margin

1.50%

Debt instrument, variable rate, step down percentage

0.25%

Debt instrument, variable rate, step up percentage

0.25%

Asset Based Liability Facility Due 2027 | Line of Credit | Canadian Dollars | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate

Line of Credit Facility [Line Items]

Applicable margin

0.50%

Revolving Credit Facility | 2020 ABL Facility | Line of Credit

Line of Credit Facility [Line Items]

Line of credit facility

$ 2,400,000,000

Revolving Credit Facility | 2020 ABL Facility | Line of Credit | US Dollars | LIBOR

Line of Credit Facility [Line Items]

Applicable margin

2.125%

1.875%

Revolving Credit Facility | 2020 ABL Facility | Line of Credit | US Dollars | Base Rate

Line of Credit Facility [Line Items]

Applicable margin

1.125%

0.875%

Revolving Credit Facility | 2020 ABL Facility | Line of Credit | Canadian Dollars | BA Rate

Line of Credit Facility [Line Items]

Applicable margin

2.125%

1.875%

Revolving Credit Facility | 2020 ABL Facility | Line of Credit | Canadian Dollars | Prime Rate

Line of Credit Facility [Line Items]

Applicable margin

1.125%

0.875%

Revolving Credit Facility | 2020 ABL Facility | Line of Credit | British Pounds Sterling | LIBOR

Line of Credit Facility [Line Items]

Applicable margin

1.875%

Revolving Credit Facility | 2020 ABL Facility | Line of Credit | British Pounds Sterling | SONIA

Line of Credit Facility [Line Items]

Applicable margin

2.125%

1.9076%

Revolving Credit Facility | 2020 ABL Facility | Line of Credit | Euro | EURIBOR

Line of Credit Facility [Line Items]

Applicable margin

2.125%

1.875%

Revolving Credit Facility | 2020 US ABL Facility | Line of Credit

Line of Credit Facility [Line Items]

Line of credit facility

$ 2,000,000,000

Revolving Credit Facility | 2020 Multicurrency ABL Facility | Line of Credit

Line of Credit Facility [Line Items]

Line of credit facility

400,000,000

Outstanding principal borrowings on the credit facility

$ 0

Revolving Credit Facility | 2017 ABL Facility | Line of Credit

Line of Credit Facility [Line Items]

Repayments of debt

1,470,000,000

Write off of debt issuance costs

$ 4,400,000

Revolving Credit Facility | Asset Based Liability Facility Due 2027 | Line of Credit

Line of Credit Facility [Line Items]

Line of credit facility

$ 3,000,000,000

$ 3,700,000,000

Commitment fee

0.20%

Weighted-average interest rate for borrowings

5.91%

Available borrowing capacity

$ 1,000,000,000

Letters of credit amount outstanding

14,100,000

Outstanding principal borrowings on the credit facility

2,000,000,000

Debt issuance costs and debt discount

31,800,000

Revolving Credit Facility | Asset Based Liability Facility Due 2027 - US Facility | Line of Credit

Line of Credit Facility [Line Items]

Line of credit facility

3,300,000,000

Available borrowing capacity

705,000,000

Revolving Credit Facility | Asset Based Liability Facility Due 2027 - Multicurrency Facility | Line of Credit

Line of Credit Facility [Line Items]

Line of credit facility

$ 400,000,000

Available borrowing capacity

309,100,000

Letter of Credit | Asset Based Liability Facility Due 2027 | Line of Credit

Line of Credit Facility [Line Items]

Line of credit facility

$ 205,900,000

Commitment fee

1.625%

Swingline Loans | Asset Based Liability Facility Due 2027 | Line of Credit

Line of Credit Facility [Line Items]

Line of credit facility

$ 220,000,000

Debt - 2025 Senior Secured Notes (Details) - USD ($)	3 Months Ended		12 Months Ended
Debt - 2025 Senior Secured Notes (Details) - USD ($)	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 15, 2020
Debt Instrument [Line Items]
Loss on extinguishment of debt			$ 0	$ 5,999,000	$ 42,401,000
2025 Secured Notes \| Senior Notes
Debt Instrument [Line Items]
Debt, face amount						$ 650,000,000
Interest rate			6.125%			6.125%
Debt issuance costs			$ 6,200,000	$ 8,400,000		$ 14,300,000
Redemption percentage of aggregate principal amount	10.00%	10.00%
Repayments of debt		$ 65,000,000
Loss on extinguishment of debt	$ 2,800,000	3,200,000
Make-whole premiums	1,800,000	1,900,000
Write off of debt issuance costs	1,000,000	$ 1,300,000
Extinguishment of debt, amount	$ 58,500,000

Debt - Redemption Price Percentage (Details) - Senior Notes	12 Months Ended
	Dec. 31, 2022
2025 Secured Notes \| Redemption Period Two
Debt Instrument [Line Items]
Redemption Price	103.063%
2025 Secured Notes \| Redemption Period Three
Debt Instrument [Line Items]
Redemption Price	101.531%
2025 Secured Notes \| Redemption Period Four
Debt Instrument [Line Items]
Redemption Price	100.00%
2028 Secured Notes \| Redemption Period Two
Debt Instrument [Line Items]
Redemption Price	102.313%
2028 Secured Notes \| Redemption Period Three
Debt Instrument [Line Items]
Redemption Price	101.156%
2028 Secured Notes \| Redemption Period Four
Debt Instrument [Line Items]
Redemption Price	100.00%

Debt - 2028 Senior Secured Notes, Additional Information (Details) - 2028 Secured Notes - Senior Notes - USD ($)	Aug. 25, 2020	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt, face amount	$ 500,000,000
Interest rate	4.625%	4.625%
Debt issuance costs		$ 6,500,000	$ 7,500,000
100% of Principal \| Redemption Period One
Debt Instrument [Line Items]
Redemption Price	100.00%
40% of Principal \| Redemption Period One
Debt Instrument [Line Items]
Redemption Price	104.625%
Redemption percentage of aggregate principal amount	40.00%
10% of Principal \| Redemption Period One
Debt Instrument [Line Items]
Redemption Price	103.00%
Redemption percentage of aggregate principal amount	10.00%

Debt - 2022 Senior Secured Notes (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Loss on extinguishment of debt		$ 0	$ 5,999	$ 42,401
2022 Senior Secured Notes \| Senior Notes
Debt Instrument [Line Items]
Loss on extinguishment of debt	$ 15,200
Early redemption premium	10,600
Write off of debt issuance costs	$ 4,600

Debt - 2023 Senior Secured Notes (Details) - USD ($) $ in Thousands		12 Months Ended
	Aug. 25, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Loss on extinguishment of debt		$ 0	$ 5,999	$ 42,401
2023 Senior Secured Notes \| Senior Notes
Debt Instrument [Line Items]
Repayments of debt	$ 441,000
Redemption Price	103.438%
Loss on extinguishment of debt	$ 22,700
Early redemption premium	16,600
Write off of debt issuance costs	$ 6,100

Debt - Finance Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Finance Leases	$ 74,370	$ 60,409

Equity - Narrative (Details) - USD ($)			12 Months Ended
Equity - Narrative (Details) - USD ($)	Jul. 01, 2020	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2022	Oct. 31, 2021	Apr. 30, 2021	Aug. 07, 2020
Class of Stock [Line Items]
Preferred shares authorized (in shares)			1,000,000	1,000,000
Preferred share par value (in USD per share)			$ 0.0001	$ 0.0001
Preferred shares issued (in shares)			0	0
Preferred shares outstanding (in shares)			0	0
Common stock authorized (in shares)			500,000,000	500,000,000
Common stock par value (in USD per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common stock issued (in shares)			207,951,682	223,939,527
Common stock outstanding (in shares)			207,951,682	223,939,527
Shares issued for each share converted (in shares)		1.3261
Shares issued for conversion (in shares)		10,641,182
Shares issued for conversion					$ 0
Stock-based compensation and issuance of common stock from vesting (in shares)			3,847,905	6,752,647	3,151,400
Authorized share repurchase program						$ 1,000,000,000	$ 1,000,000,000	$ 500,000,000	$ 250,000,000
Shares repurchased (in shares)			19,854,424	12,878,490
Shares repurchased			$ 756,900,000	$ 365,900,000
Remaining authorized share repurchase program			$ 630,800,000
Mobile Mini, Inc.
Class of Stock [Line Items]
Shares issued as part of consideration for acquisition (in shares)	106,426,722
Non-Controlling Interest
Class of Stock [Line Items]
Shares issued for conversion		$ 63,900,000			$ (63,918,000)
Additional Paid-in Capital
Class of Stock [Line Items]
Shares issued for conversion		66,900,000			66,890,000
Accumulated Other Comprehensive Income (Loss)
Class of Stock [Line Items]
Shares issued for conversion		$ (3,000,000)			$ (2,972,000)
Class B Common Stock
Class of Stock [Line Items]
Common stock par value (in USD per share)		$ 0.0001

Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 1,996,763
Other comprehensive income (loss) before reclassifications	(45,581)	$ (3,865)	$ 16,530
Reclassifications from AOCI to income	4,530	12,001	10,125
Less other comprehensive (loss) income attributable to non-controlling interest			1,885
Impact of elimination of non-controlling interest on accumulated other comprehensive income			(2,972)
Ending balance	1,565,300	1,996,763
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(29,071)	(37,207)	(62,775)
Ending balance	(70,122)	(29,071)	(37,207)
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(25,574)	(24,694)	(52,982)
Other comprehensive income (loss) before reclassifications	(44,548)	(880)	28,404
Reclassifications from AOCI to income	0	0	0
Less other comprehensive (loss) income attributable to non-controlling interest			1,183
Impact of elimination of non-controlling interest on accumulated other comprehensive income			(1,299)
Ending balance	(70,122)	(25,574)	(24,694)
Unrealized losses on hedging activities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(3,497)	(12,513)	(9,793)
Other comprehensive income (loss) before reclassifications	(1,033)	(2,985)	(11,874)
Reclassifications from AOCI to income	4,530	12,001	10,125
Less other comprehensive (loss) income attributable to non-controlling interest			702
Impact of elimination of non-controlling interest on accumulated other comprehensive income			(1,673)
Ending balance	0	(3,497)	(12,513)
Interest rate swap \| Unrealized losses on hedging activities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassifications from AOCI to income	4,500	12,000	10,100
Tax benefit from reclassification from AOCI to income	$ 1,100	$ 3,000	$ 2,400

Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended		12 Months Ended
	Feb. 24, 2020	Aug. 15, 2018	Feb. 24, 2020	Jan. 24, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2015	Nov. 29, 2022	May 31, 2021	Jul. 01, 2020	Feb. 28, 2020
ModSpace \| Warrants \| Class A Common Stock
Class of Warrant or Right [Line Items]
Purchase price paid in stock (in shares)		10,000,000
2015 Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price per half share (in USD per share)											$ 5.75
Warrant exercise price (in USD per share)											$ 11.5
Warrant redemption price (in USD per share)	$ 0.01		$ 0.01
Warrants exercised (in shares)	38,509		5,836,048	796,610
Proceeds from warrant exercises				$ 4,600
Receipts from issuance of common stock from the exercise of options (in shares)			1,097,162	398,305
Warrants outstanding (in shares)												0
2015 Private Warrants
Class of Warrant or Right [Line Items]
Warrants exercised (in shares)						9,655,000	70,000
Proceeds from warrant exercises							$ 400
Receipts from issuance of common stock from the exercise of options (in shares)						2,939,898	35,000
Warrants outstanding (in shares)										0
Purchase price for warrants (in USD per share)								$ 0.5
Purchase price for warrants								$ 9,750
Warrants repurchased and canceled (in shares)						3,055,000	4,781,700
Warrants repurchased and canceled						$ 25,500	$ 21,600
2018 Warrants
Class of Warrant or Right [Line Items]
Warrant exercise price (in USD per share)		$ 15.5
Warrants exercised (in shares)					4,011,665	5,397,695	195,410
Receipts from issuance of common stock from the exercise of options (in shares)					2,590,940	2,835,968	38,802
Warrants outstanding (in shares)					0
Warrants repurchased and canceled (in shares)					33,965	254,373	51,865
Warrants repurchased and canceled					$ 600	$ 2,900	$ 300
Number of shares which can be exchanged per warrant (in shares)		1
Warrants expired (in shares)									32,543

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current
Federal	$ 0	$ 0	$ 0
State	11,327	4,645	1,601
Foreign	6,204	1,795	77
Deferred
Federal	63,585	23,707	(54,589)
State	8,917	(2,671)	(5,724)
Foreign	(1,170)	9,052	2,595
Total income tax expense (benefit) from continuing operations	$ 88,863	$ 36,528	$ (56,040)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income (loss) from continuing operations before income tax
US	$ 341,412	$ 137,922	$ (1,553)
Foreign	23,792	13,501	5,086
Income from continuing operations before income tax	365,204	151,423	3,533
US Federal statutory income tax expense	76,693	31,798	742
Effect of tax rates in foreign jurisdictions	1,085	743	372
State income tax expense, net of federal benefit	16,917	1,130	3,442
Valuation allowances	(6,907)	(2,595)	(56,585)
(Non-taxable) non-deductible items	1,147	(410)	198
Non-deductible executive compensation	1,258	2,309	1,449
Non-deductible transaction costs	0	33	4,425
Non-deductible (non-taxable) remeasurement of common stock warrant liabilities	0	5,585	(727)
Uncertain tax positions	(804)	(11,748)	(11,166)
Tax law changes (excluding valuation allowance)	(94)	8,411	2,523
Other	(432)	1,272	(713)
Total income tax expense (benefit) from continuing operations	$ 88,863	$ 36,528	$ (56,040)
Effective income tax rate	24.33%	24.12%	(1586.19%)

Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Deferred interest expense	$ 133,223	$ 116,339
Employee benefit plans	6,233	4,167
Accrued liabilities	8,043	9,362
Deferred revenue	50,531	37,852
Operating lease liability	59,740	62,502
Other	21,270	18,315
Tax loss carryforwards	233,133	286,470
Deferred tax assets, gross	512,173	535,007
Valuation allowance	(2,245)	(10,323)
Net deferred income tax asset	509,928	524,684
Deferred tax liabilities
Rental equipment and other property, plant and equipment	(770,964)	(710,372)
Intangible assets	(84,390)	(107,033)
ROU asset	(59,258)	(62,158)
Deferred gain	(26,691)	0
Deferred tax liability	(941,303)	(879,563)
Net deferred income tax liability	$ (431,375)	$ (354,879)

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Net deferred tax liability	$ 941,303	$ 879,563
Deferred tax liability	431,375	354,879
Deferred tax assets	509,928	524,684
Gross deferred tax assets	512,173	535,007
Valuation allowance	2,245	10,323
Decrease in deferred tax asset valuation allowance	(8,100)
Undistributed foreign earnings	139,500
Unrecognized tax benefits that, if recognized, would affect the annual effective tax rate	42,300	43,300	$ 53,200
Income tax interest	100	1,000	$ 900
Income tax interest accrued	400	600
Decrease in unrecognized tax benefits that are reasonably possible could decrease in next twelve months	600
State \| More Likely Than Not Utilized
Operating Loss Carryforwards [Line Items]
Decrease in deferred tax asset valuation allowance	(7,100)
Discontinued Operations, Disposed of by Sale \| UK Storage Solutions
Operating Loss Carryforwards [Line Items]
Net deferred tax liability	29,700	32,100
Deferred tax liability	33,700	36,800
Deferred tax assets	$ 4,000	4,700
Discontinued Operations, Disposed of by Sale \| Tank and Pump
Operating Loss Carryforwards [Line Items]
Net deferred tax liability		17,100
Deferred tax liability		37,200
Gross deferred tax assets		21,300
Valuation allowance		1,200
Decrease in deferred tax asset valuation allowance		$ (1,000)

Income Taxes - Income Loss Carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Loss Carryforward	$ 1,498,601
Deferred Tax	233,133	$ 286,470
US - Federal
Operating Loss Carryforwards [Line Items]
Loss Carryforward	1,011,711
Deferred Tax	209,119
US - State
Operating Loss Carryforwards [Line Items]
Loss Carryforward	484,295
Deferred Tax	23,395
Foreign - Canada and Mexico
Operating Loss Carryforwards [Line Items]
Loss Carryforward	2,595
Deferred Tax	$ 619

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits – January 1,	$ 44,314	$ 54,494	$ 63,747
Increases based on tax positions related to current period	0	0	1,211
Increases based on tax positions related to prior period	0	9	0
Decrease from expiration of statute of limitations	(687)	(10,189)	(10,464)
Unrecognized tax benefits – December 31,	$ 43,627	$ 44,314	$ 54,494

Derivatives - Narrative (Details)	Jan. 31, 2023 USD ($) Rate	Dec. 31, 2022 USD ($) GBP (£)	Dec. 31, 2018 USD ($)
Interest rate swap
Derivative [Line Items]
Notational amount			$ 400,000,000
Pay rate			3.06%
Interest rate swap \| Subsequent Event
Derivative [Line Items]
Notational amount	$ 750,000,000
Foreign currency contract
Derivative [Line Items]
Notational amount		$ 330,000,000
Foreign currency contract \| Subsequent Event
Derivative [Line Items]
Exchange rate \| Rate	120.50%
Foreign currency contract \| Maximum
Derivative [Line Items]
Price range \| £		1.2055
Foreign currency contract \| Minimum
Derivative [Line Items]
Price range \| £		1.2044

Derivatives - Location and Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Interest rate swap
Derivative [Line Items]
Accrued liabilities		$ 5,259
Foreign currency contract
Derivative [Line Items]
Accrued liabilities	$ 930

Derivatives - Impact of Interest Rate Swap (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Interest rate swap
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI	$ 4,669	$ 11,677	$ (2,288)
Interest rate swap \| Interest expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Loss reclassified from AOCI into income (effective portion)	(4,530)	$ (12,001)	$ (10,125)
Foreign currency contract
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI	$ 930

Fair Value Measures - Carrying Amounts and Fair Values of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jun. 15, 2020
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	$ 3,001,996	$ 2,623,390
Fair Value \| Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	0	0
Fair Value \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	2,996,935	2,711,970
Fair Value \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	0	0
US ABL Facilities \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt issuance costs	31,800	31,700
US ABL Facilities \| Carrying Amount \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	1,988,176	1,612,783
US ABL Facilities \| Fair Value \| Level 1 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
US ABL Facilities \| Fair Value \| Level 2 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	2,020,000	1,644,500
US ABL Facilities \| Fair Value \| Level 3 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2025 Secured Notes \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt issuance costs	6,200	8,400	$ 14,300
2025 Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	520,350	518,117
2025 Secured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2025 Secured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	526,800	551,835
2025 Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2028 Secured Notes \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt issuance costs	6,500	7,500
2028 Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	493,470	492,490
2028 Secured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2028 Secured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	450,135	515,635
2028 Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	$ 0	$ 0

Fair Value Measures - Narrative (Details) - Mobile Mini, Inc. $ in Millions	Jul. 02, 2020 USD ($) year shares
Business Acquisition [Line Items]
Number of shares exchanged (in shares)	2.405
Measurement Input, Price Volatility
Business Acquisition [Line Items]
Purchase price paid in stock, measurement input	0.5192
Measurement Input, Risk Free Interest Rate
Business Acquisition [Line Items]
Purchase price paid in stock, measurement input	0.0017
Measurement Input, Expected Dividend Rate
Business Acquisition [Line Items]
Purchase price paid in stock, measurement input	0
Measurement Input, Expected Term
Business Acquisition [Line Items]
Purchase price paid in stock, measurement input \| year	2
Stock Options
Business Acquisition [Line Items]
Purchase price paid in stock (in shares)	7,361,516
Purchase price paid in stock \| $	$ 19.3

Fair Value Measures - Changes in Level 3 Liabilities Measured at Fair Value (Details) - 2015 Private Warrants $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance - beginning of year	$ 77,404
Exercise or conversion	(78,495)
Measurement adjustment	25,486
Repurchases	(24,395)
Balance - end of year	$ 0

Stock-Based Compensation - Restricted Stock Award Activity (Details) - RSAs - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Beginning Balance (in shares)	36,176	57,448	52,755
Granted (in shares)	35,244	44,708	65,959
Forfeited (in shares)		(8,532)
Vested (in shares)	(36,176)	(57,448)	(61,266)
Ending Balance (in shares)	35,244	36,176	57,448
Weighted-Average Grant Date Fair Value
Beginning Balance (in USD per share)	$ 29.30	$ 11.75	$ 14.69
Granted (in USD per share)	37.17	29.30	11.75
Forfeited (in USD per share)		29.30
Vested (in USD per share)	29.30	11.75	14.28
Ending Balance (in USD per share)	$ 37.17	$ 29.30	$ 11.75

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value (in USD per share)	$ 0	$ 0	$ 0
Options outstanding, intrinsic value	$ 44.7
Options exercisable, intrinsic value	44.7
Options exercised, intrinsic value	16.0	$ 6.2	$ 30.7
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	1.2	0.8	0.9
Unrecognized compensation expense for non-option awards	$ 0.6
Weighted average remaining vesting period	8 months 12 days
Share-based compensation vested in period, fair value	$ 1.3	1.6	0.9
Time-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	8.2	9.0	5.6
Unrecognized compensation expense for non-option awards	$ 13.7
Weighted average remaining vesting period	2 years 4 months 24 days
Share-based compensation vested in period, fair value	$ 18.0	18.5	2.9
Modification of awards		5.9
Performance-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	20.2	8.3	2.5
Unrecognized compensation expense for non-option awards	$ 35.8
Weighted average remaining vesting period	2 years 3 months 18 days
Share-based compensation vested in period, fair value	$ 11.9	0.3	0.2
Modification of awards		1.3
WillScot Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 0.2	$ 0.7	$ 0.7
Weighted average remaining contractual term	5 years 2 months 12 days
Converted Mobile Mini Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining contractual term	4 years 1 month 6 days

Stock-Based Compensation - Time-Based RSU Award Activity (Details) - Time-Based Restricted Stock Units - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Beginning Balance (in shares)	997,451	1,325,862	1,065,305
Granted (in shares)	377,804	415,737	632,864
Forfeited (in shares)	(106,570)	(72,505)	(33,558)
Vested (in shares)	(478,906)	(671,643)	(338,749)
Ending Balance (in shares)	789,779	997,451	1,325,862
Weighted-Average Grant Date Fair Value
Beginning Balance (in USD per share)	$ 18.54	$ 13.46	$ 12.78
Granted (in USD per share)	35.40	27.25	14.37
Forfeited (in USD per share)	31.35	17.80	13.28
Vested (in USD per share)	16.42	13.99	13.02
Ending Balance (in USD per share)	$ 26.16	$ 18.54	$ 13.46

Stock-Based Compensation - Performance-Based RSU Award Activity (Details) - Performance-Based RSUs - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Beginning Balance (in shares)	1,536,394	593,388	288,281
Granted (in shares)	745,079	977,645	325,256
Forfeited (in shares)	(74,071)	(23,753)	(12,700)
Vested (in shares)	(313,152)	(10,886)	(7,449)
Ending Balance (in shares)	1,894,250	1,536,394	593,388
Weighted-Average Grant Date Fair Value
Beginning Balance (in USD per share)	$ 26.34	$ 14.88	$ 13.22
Granted (in USD per share)	42.34	33.21	16.35
Forfeited (in USD per share)	41.66	27.92	14.70
Vested (in USD per share)	16.45	14.70	16.82
Ending Balance (in USD per share)	$ 33.67	$ 26.34	$ 14.88

Stock-Based Compensation - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
WillScot Options
Options
Beginning balance (in shares)	534,188	534,188	534,188
Forfeited (in shares)		0
Converted at merger (in shares)			0
Exercised (in shares)	0	0	0
Cancelled in settlement, net of taxes (in shares)			0
Ending balance (in shares)	534,188	534,188	534,188
Weighted-Average Exercise Price per Share
Beginning balance (in USD per share)	$ 13.60	$ 13.60	$ 13.60
Forfeited (in USD per share)		0
Converted at merger (in USD per share)			0
Exercised (in USD per share)	0	0	0
Cancelled in settlement, net of taxes (in USD per share)			0
Ending balance (in USD per share)	$ 13.60	$ 13.60	$ 13.60
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Fully vested and exercisable options (in shares)	534,188
Fully vested and exercisable options, weighted-average exercise price per share (in USD per share)	$ 13.60
Converted Mobile Mini Options
Options
Beginning balance (in shares)	1,527,643	2,031,455	0
Forfeited (in shares)		(6,240)
Converted at merger (in shares)			7,361,516
Exercised (in shares)	(663,367)	(497,572)	(428,653)
Cancelled in settlement, net of taxes (in shares)			(4,901,408)
Ending balance (in shares)	864,276	1,527,643	2,031,455
Weighted-Average Exercise Price per Share
Beginning balance (in USD per share)	$ 14.66	$ 14.78	$ 0
Forfeited (in USD per share)		12.19
Converted at merger (in USD per share)			13.52
Exercised (in USD per share)	16.93	15.21	13.07
Cancelled in settlement, net of taxes (in USD per share)			13.04
Ending balance (in USD per share)	$ 12.91	$ 14.66	$ 14.78
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Fully vested and exercisable options (in shares)	864,276
Fully vested and exercisable options, weighted-average exercise price per share (in USD per share)	$ 12.91

Segment Reporting - Narrative (Details) $ in Thousands	3 Months Ended								12 Months Ended
Segment Reporting - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment									2
Revenues	$ 590,554	$ 578,008	$ 522,890	$ 451,171	$ 460,885	$ 432,947	$ 405,177	$ 373,971	$ 2,142,623	$ 1,672,980	$ 1,272,991
Gross profit	$ 328,323	$ 297,885	$ 275,213	$ 234,061	$ 246,875	220,349	$ 191,860	$ 185,619	1,135,482	$ 844,703	$ 608,427
Transition Of Majority Of Portable Storage Product Business \| Modular
Segment Reporting Information [Line Items]
Revenues						(5,000)
Gross profit						(5,000)
Transition Of Majority Of Portable Storage Product Business \| Storage
Segment Reporting Information [Line Items]
Revenues						5,000
Gross profit						$ 5,000
Transition Separation And Release Agreement
Segment Reporting Information [Line Items]
Stock compensation expense									$ 7,200

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Segment Reporting - Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Total revenues	$ 590,554	$ 578,008	$ 522,890	$ 451,171	$ 460,885	$ 432,947	$ 405,177	$ 373,971	$ 2,142,623	$ 1,672,980	$ 1,272,991
Costs:
Depreciation of rental equipment									256,719	218,790	192,190
Gross profit	$ 328,323	$ 297,885	$ 275,213	$ 234,061	$ 246,875	$ 220,349	$ 191,860	$ 185,619	1,135,482	844,703	608,427
Other selected data:
Adjusted EBITDA from discontinued operations									883,874	649,604	494,642
Selling, general and administrative expense (a)									567,239	465,653	402,448
Purchases of rental equipment and refurbishments									397,376	232,921	168,296
Continuing Operations
Other selected data:
Adjusted EBITDA from discontinued operations									883,874	649,604	494,642
Total revenues
Revenues:
Total revenues									2,142,623	1,672,980	1,272,991
Leasing
Revenues:
Leasing									1,621,690	1,252,490	936,458
Costs:
Leasing									376,868	282,576	214,367
Delivery and installation
Revenues:
Revenues									429,152	321,129	250,734
Total revenues									429,152	321,129	250,734
Costs:
Cost of sales									322,636	267,533	202,734
New units
Revenues:
Revenues									40,338	46,993	48,834
Total revenues									40,338	46,993	48,834
Costs:
Cost of sales									24,011	31,348	31,799
Rental units
Revenues:
Revenues									51,443	52,368	36,965
Total revenues									51,443	52,368	36,965
Costs:
Cost of sales									26,907	28,030	23,474
Unallocated Costs
Other selected data:
Adjusted EBITDA from discontinued operations									0	0	0
Selling, general and administrative expense (a)									46,570	49,185	91,864
Purchases of rental equipment and refurbishments									0	0	0
Modular \| Operating Segments
Costs:
Depreciation of rental equipment									225,058	194,461	182,605
Gross profit									612,311	496,445	451,642
Other selected data:
Adjusted EBITDA from discontinued operations									529,109	423,004	394,805
Selling, general and administrative expense (a)									316,272	266,187	242,010
Purchases of rental equipment and refurbishments									279,079	187,495	153,327
Modular \| Operating Segments \| Total revenues
Revenues:
Total revenues									1,391,813	1,164,179	1,051,162
Modular \| Operating Segments \| Leasing
Revenues:
Leasing									1,034,300	864,923	770,330
Costs:
Leasing									284,803	229,129	194,442
Modular \| Operating Segments \| Delivery and installation
Revenues:
Revenues									279,841	219,385	208,079
Costs:
Cost of sales									227,543	196,137	175,705
Modular \| Operating Segments \| New units
Revenues:
Revenues									34,061	40,366	41,858
Costs:
Cost of sales									20,514	27,415	27,555
Modular \| Operating Segments \| Rental units
Revenues:
Revenues									43,611	39,505	30,895
Costs:
Cost of sales									21,584	20,592	19,213
Storage \| Operating Segments
Costs:
Depreciation of rental equipment									31,661	24,329	9,585
Gross profit									523,171	348,258	156,785
Other selected data:
Adjusted EBITDA from discontinued operations									354,765	226,600	99,837
Selling, general and administrative expense (a)									204,397	150,281	68,574
Purchases of rental equipment and refurbishments									118,297	45,426	14,969
Storage \| Operating Segments \| Total revenues
Revenues:
Total revenues									750,810	508,801	221,829
Storage \| Operating Segments \| Leasing
Revenues:
Leasing									587,390	387,567	166,128
Costs:
Leasing									92,065	53,447	19,925
Storage \| Operating Segments \| Delivery and installation
Revenues:
Revenues									149,311	101,744	42,655
Costs:
Cost of sales									95,093	71,396	27,029
Storage \| Operating Segments \| New units
Revenues:
Revenues									6,277	6,627	6,976
Costs:
Cost of sales									3,497	3,933	4,244
Storage \| Operating Segments \| Rental units
Revenues:
Revenues									7,832	12,863	6,070
Costs:
Cost of sales									$ 5,323	$ 7,438	$ 4,261

Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Income from continuing operations attributable to WillScot Mobile Mini common shareholders	$ 339,540	$ 160,144	$ 74,127
Income tax expense (benefit) from continuing operations	88,863	36,528	(56,040)
Loss on extinguishment of debt	0	5,999	42,401
Fair value loss (gain) on common stock warrant liabilities	0	26,597	(3,461)
Interest expense	146,278	116,358	119,319
Currency losses (gains), net	886	427	(257)
Adjusted EBITDA from discontinued operations	883,874	649,604	494,642
Continuing Operations
Segment Reporting Information [Line Items]
Income from continuing operations attributable to WillScot Mobile Mini common shareholders	276,341	114,895	58,360
Income from continuing operations attributable to non-controlling interest, net of tax	0	0	1,213
Income tax expense (benefit) from continuing operations	88,863	36,528	(56,040)
Loss on extinguishment of debt	0	5,999	42,401
Fair value loss (gain) on common stock warrant liabilities	0	26,597	(3,461)
Interest expense	146,278	116,358	119,319
Depreciation and amortization	319,099	280,567	227,371
Currency losses (gains), net	886	427	(257)
Restructuring costs, lease impairment expense and other related charges	168	14,754	10,985
Transaction costs	25	1,375	64,053
Integration costs	15,484	28,410	18,337
Stock compensation expense	29,613	18,728	9,879
Other	7,117	4,966	2,482
Adjusted EBITDA from discontinued operations	$ 883,874	$ 649,604	$ 494,642

Segment Reporting - Assets Related to Reportable Segments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Goodwill	$ 1,011,429	$ 1,013,601	$ 962,357
Intangible assets, net	419,125	442,875
Rental equipment, net	3,077,287	2,777,800
Modular
Segment Reporting Information [Line Items]
Goodwill	518,877	521,049	235,828
Intangible assets, net	125,000	125,000
Rental equipment, net	2,004,055	1,877,978
Storage
Segment Reporting Information [Line Items]
Goodwill	492,552	492,552	$ 726,529
Intangible assets, net	294,125	317,875
Rental equipment, net	$ 1,073,232	$ 899,822

- Definition

+ References + Details

Earnings Per Share - Reconciliation of Weighted Average Shares Outstanding (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Income from continuing operations attributable to WillScot Mobile Mini common shareholders									$ 276,341	$ 114,895	$ 58,360
Income from discontinued operations									63,199	45,249	15,767
Income from continuing operations attributable to WillScot Mobile Mini common shareholders									339,540	160,144	74,127
Fair value gain on common stock warrant liabilities									0	0	(30,524)
Net income attributable to common shareholders - dilutive									$ 339,540	$ 160,144	$ 43,603
Weighted average shares:
Weighted average Common Shares outstanding - basic (in shares)	209,373,239	213,636,876	223,376,276	223,490,912	223,436,603,000	225,998,202,000	228,406,812,000	228,293,197,000	216,808,577	226,518,931	169,230,177
Warrants (in shares)									1,605,000	3,589,000	752,000
Diluted (in shares)	213,872,403	217,927,725	227,484,012	228,955,504	229,965,703,000	231,868,397,000	236,536,713,000	234,720,295,000	221,399,162	232,793,902	177,268,383
RSAs
Weighted average shares:
Awards (in shares)									18,000	24,000	39,000
Time-based RSUs
Weighted average shares:
Awards (in shares)									401,000	594,000	778,000
Performance-Based And Market-Based RSUs
Weighted average shares:
Awards (in shares)									1,471,000	955,000	544,000
Stock Options
Weighted average shares:
Awards (in shares)									1,095,000	1,113,000	634,000
Common Stock \| Class B Common Stock
Weighted average shares:
Awards (in shares)											5,291,000

Earnings Per Share - Schedule of Anti-dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)	0	0	2,366
RSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)	0	0	0
Time-based RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)	0	0	0
Performance-based RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)	591	375	0
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)	0	0	0
Common Stock \| Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)			0

Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Quarterly Financial Information Disclosure [Abstract]
Total revenues	$ 590,554	$ 578,008	$ 522,890	$ 451,171	$ 460,885	$ 432,947	$ 405,177	$ 373,971	$ 2,142,623	$ 1,672,980	$ 1,272,991
Gross profit	328,323	297,885	275,213	234,061	246,875	220,349	191,860	185,619	1,135,482	844,703	608,427
(Income (loss) from continuing operations	99,018	78,176	60,099	39,048	62,412	48,580	10,050	(6,147)
Net income	$ 86,400	$ 128,593	$ 73,376	$ 51,171	$ 74,223	$ 61,103	$ 20,371	$ 4,447	$ 339,540	$ 160,144	$ 74,127
Earnings per share from continuing operations attributable to WillScot Mobile Mini common shareholders:
Basic (in USD per share)	$ 0.46	$ 0.37	$ 0.27	$ 0.17	$ 0.28	$ 0.21	$ 0.04	$ (0.03)	$ 1.27	$ 0.51	$ 0.35
Diluted (in USD per share)	0.46	0.36	0.26	0.17	0.27	0.20	0.04	(0.03)	1.25	0.49	0.16
Earnings per share attributable to WillScot Mobile Mini common shareholders:
Basic (in USD per share)	0.41	0.60	0.33	0.23	0.33	0.27	0.09	0.02	1.57	0.71	0.44
Diluted (in USD per share)	$ 0.40	$ 0.59	$ 0.32	$ 0.22	$ 0.32	$ 0.26	$ 0.09	$ 0.02	$ 1.53	$ 0.69	$ 0.25
Weighted average shares:
Basic (in shares)	209,373,239	213,636,876	223,376,276	223,490,912	223,436,603,000	225,998,202,000	228,406,812,000	228,293,197,000	216,808,577	226,518,931	169,230,177
Diluted (in shares)	213,872,403	217,927,725	227,484,012	228,955,504	229,965,703,000	231,868,397,000	236,536,713,000	234,720,295,000	221,399,162	232,793,902	177,268,383

Subsequent Events (Details)	1 Months Ended
Subsequent Events (Details)	Jan. 31, 2023 USD ($) derivativeAgreement	Dec. 31, 2022 USD ($)	Dec. 31, 2018 USD ($)
Interest rate swap
Subsequent Event [Line Items]
Notational amount			$ 400,000,000
Pay rate			3.06%
Interest rate swap \| Subsequent Event
Subsequent Event [Line Items]
Number of Derivative Instruments Entered Into \| derivativeAgreement	2
Notational amount	$ 750,000,000
Interest rate swap \| Subsequent Event \| Average
Subsequent Event [Line Items]
Pay rate	3.44%
Foreign currency contract
Subsequent Event [Line Items]
Notational amount		$ 330,000,000