View:

Download DOC

Download PDF

Download XLS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 17, 2018 (August 15, 2018)

WILLSCOT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-37552		82-3430194
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

901 S. Bond Street, #600

Baltimore, Maryland 21231

(Address, including zip code, of principal executive offices)

(410) 931-6000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

As previously disclosed, on August 15, 2018, pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 21, 2018, by and among WillScot Corporation, a Delaware corporation (the “Company”), the Company’s newly-formed acquisition subsidiary, Mason Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Modular Space Holdings, Inc., a Delaware corporation (“ModSpace”), and NANOMA LLC, solely in its capacity as the representative of the Holders (as defined therein), Merger Sub merged with and into ModSpace (the “Merger”) with ModSpace as the surviving entity in the Merger and continuing as an indirect subsidiary of the Company (the “Acquisition”).

This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on August 16, 2018 in connection with the closing of the Acquisition (the “Original Form 8-K”). The sole purpose of this Amendment is to provide certain historical financial statements of ModSpace and certain pro forma financial information of the Company giving effect to the consummation of the Acquisition and related transactions, in each case as set forth under Item 9.01 below. No other changes have been made to the Original Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The historical audited consolidated financial statements of ModSpace as of September 30, 2017 and 2016 and the period from March 3, 2017 through September 30, 2017 and from October 1, 2016 through March 2, 2017 and the years ended September 30, 2016 and 2015, together with the notes thereto and the independent auditor’s report thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The historical unaudited condensed consolidated financial statements of ModSpace as of June 30, 2018 and for the nine months ended June 30, 2018, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(b) Pro forma financial information

The following unaudited pro forma financial information is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

· Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2018;

· Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2018;

· Unaudited Pro Forma Condensed Combined Statement of Operations for the fiscal year ended December 31, 2017; and

· Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

(d) Exhibits

Exhibit Number		Description

99.1		Audited consolidated financial statements of Modular Space Holdings, Inc. as of September 30, 2017 and 2016 and the period from March 3, 2017 through September 30, 2017 and from October 1, 2016 through March 2, 2017 and the years ended September 30, 2016 and 2015, together with the notes thereto and the independent auditor’s report thereon.

99.2		Unaudited condensed consolidated financial statements of Modular Space Holdings, Inc. as of June 30, 2018 and for the nine months ended June 30, 2018, together with the notes thereto.

99.3		Unaudited Pro Forma Condensed Combined Financial Information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	WillScot Corporation

	By:	/s/ Bradley Bacon
Dated: September 17, 2018		Name: Bradley Bacon
		Title: Vice President, General Counsel & Corporate Secretary

Exhibit 99.1

Modular Space Holdings, Inc. and Subsidiaries

Consolidated Financial Statements

September 30, 2017 and 2016 and Period From March 3, 2017 Through September 30, 2017 (Successor) and Period From October 1, 2016 Through March 2, 2017 and the Years Ended September 30, 2016 and 2015 (Predecessor)

Modular Space Holdings, Inc. and Subsidiaries

Index

	Page(s)

Reports of Independent Auditors	1

Consolidated Financial Statements

Balance Sheets as of September 30, 2017 (Successor) and September 30, 2016 (Predecessor)	5

Statements of Operations for the period March 3, 2017 through September 30, 2017 (Successor) and October 1, 2016 through March 2, 2017, and the years ended September 30, 2016 and 2015 (Predecessor)	6

Statements of Comprehensive Income (Loss) for the period March 3, 2017 through September 30, 2017 (Successor) and October 1, 2016 through March 2, 2017, and the years ended September 30, 2016 and 2015 (Predecessor)	7

Statements of Stockholders’ Equity for the period March 3, 2017 through September 30, 2017 (Successor) and October 1, 2016 through March 2, 2017, and the years ended September 30, 2016 and 2015 (Predecessor)	8

Statements of Cash Flows for the period March 3, 2017 through September 30, 2017 (Successor) and October 1, 2016 through March 2, 2017, and the years ended September 30, 2016 and 2015 (Predecessor)	9

Notes to Consolidated Financial Statements	10-53

Report of Independent Auditors

To the Board of Directors of Modular Space Holdings, Inc.

We have audited the accompanying consolidated financial statements of Modular Space Holdings, Inc. and its subsidiaries (Successor), which comprise the consolidated balance sheet as of September 30, 2017 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the period from March 3, 2017 to September 30, 2017.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Modular Space Holdings, Inc. and its subsidiaries (Successor) as of September 30, 2017 and the results of their operations and their cash flows for the period from March 3, 2017 to September 30, 2017 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, the United States Bankruptcy Court for the district of Delaware confirmed the Company’s Joint Prepackaged Plan of Reorganization (the “plan”) on February 15, 2017. Confirmation of the plan resulted in the discharge of all claims against the Company that arose before March 2, 2017 and substantially alters or terminates all rights and interests of equity security holders as provided for in the plan. The plan was substantially consummated on March 2, 2017 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting as of March 2, 2017. Our opinion is not modified with respect to this matter.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

January 16, 2018

Report of Independent Auditors

To the Board of Directors of Modular Space Holdings, Inc.

We have audited the accompanying consolidated financial statements of Modular Space Holdings, Inc. and its subsidiaries (Predecessor), which comprise the consolidated balance sheet as of September 30, 2016 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the period from October 1, 2016 to March 2, 2017, and for each of the two years in the period ended September 30, 2016.

Management’s Responsibility for the Consolidated Financial Statements

Auditors’ Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Modular Space Holdings, Inc. and its subsidiaries (Predecessor) as of September 30, 2016 and the results of their operations and their cash flows for the period from October 1, 2016 to March 2, 2017, and for each of the two years in the period ended September 30, 2016 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, the Company filed a petition on December 21, 2016 with the United States Bankruptcy Court for the district of Delaware for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Company’s Joint Prepackaged Plan of Reorganization was substantially consummated on March 2, 2017 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting. Our opinion is not modified with respect to this matter.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

January 16, 2018, except for the changes in the manner in which the Company accounts for goodwill discussed in Note 2 to the consolidated financial statements, as to which the date is July 20, 2018

Modular Space Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

September 30, 2017 (Successor) and 2016 (Predecessor)

(In thousands except share data)

	Successor		Predecessor
	2017		2016
Assets
Cash	$	1,476	$	859
Accounts receivable, net of allowance for doubtful accounts of $1,331 and $9,021, respectively (Note 2)	74,256		73,851
Lease receivables, net of allowance for doubtful accounts of $63 and $194 respectively (Note 3)	2,029		2,943
Prepaid expenses and other current assets	10,964		15,531
Total current assets	88,725		93,184
Rental equipment, net (Note 5)	855,402		1,028,030
Other property and equipment, net (Note 6)	127,040		121,562
Other intangible assets, net (Note 7)	13,144		4,000
Goodwill (Note 7)	—		9,952
Other non-current assets	1,193		1,092
Total assets	$	1,085,504	$	1,257,820

Liabilities and Stockholders’ Equity
Liabilities
Accounts payable	$	12,073	$	10,280
Accrued expenses	35,111		58,574
Current portion of deferred gain on sale of other property and equipment	—		1,368
Advance rents	11,119		12,392
Current portion of term loans (Note 8)	5,664		—
Asset based revolver (Note 8)	454,070		596,934
Senior notes (Note 8)	—		369,675
Total current liabilities	518,037		1,049,223
Deferred gain on sale of other property and equipment	—		10,991
Term loans (Note 8)	61,949		—
Deferred income taxes (Note 11)	51,273		64,026
Total liabilities	631,259		1,124,240
Commitments and Contingencies (Note 12)

Stockholders’ Equity
Predecessor Class A Common Stock - 28,000,000 shares of $.0001 par value per share authorized and 21,383,894 outstanding as of September 30, 2016	—		2
Predecessor Common Stock - 3,500,000 shares of $.01 par value per share authorized and 3,499,944 shares outstanding as of September 30, 2016	—		35
Successor Common Stock - 60,000,000 shares of $0.01 par value per share authorized and 29,233,375 outstanding as of September 30, 2017	292		—
Successor Preferred Stock - 1,000,000 shares of $0.01 par value per share authorized and 0 outstanding shares as of September 30, 2017	—		—
Predecessor Additional paid-in capital			345,905
Successor Additional paid-in capital	443,472		—
Warrants	4,970		—
Retained earnings (accumulated deficit)	1,058		(196,247		)
Accumulated other comprehensive loss	4,453		(16,115		)
Total stockholders’ equity	454,245		133,580
Total liabilities and stockholders’ equity	$	1,085,504	$	1,257,820

The accompanying notes are an integral part of these consolidated financial statements.

Modular Space Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands except share data)

	Successor			Predecessor
	Period from March 3, 2017 to September 30, 2017			Period from October 1, 2016 to March 2, 2017			Year ended September 30, 2016			Year ended September 30, 2015
Revenues
Leasing	$	134,521		$	99,024		$	237,271		$	243,998
Sales of rental equipment
New units	31,788			21,542			62,055			50,738
Lease units	18,380			11,265			29,931			30,384
Delivery, installation and removal	79,924			47,920			136,297			128,005
Total revenues	264,613			179,751			465,554			453,125
Leasing and sales costs
Cost of rental equipment sold
New units	24,724			17,046			47,884			39,644
Lease units	13,342			8,865			22,383			23,464
Delivery, installation and removal	59,643			37,456			103,987			98,091
Depreciation	29,811			26,288			62,558			72,011
Maintenance and other	49,763			33,508			82,619			77,971
Total leasing and sales costs	177,283			123,163			319,431			311,181
Gross profit	87,330			56,588			146,123			141,944
Operating and other expenses
Selling, general and administrative	70,868			43,433			115,843			108,385
Interest, including amortization of deferred financing costs	17,516			39,642			74,531			67,616
Loss on reorganization items, net (Note 1)	—			97,121			—			—
Restructuring costs (Note 1)	1,722			18,142			7,031			—
Goodwill impairment charge (Note 7)	—			—			35,484			—
Total operating and other expenses	90,106			198,338			232,889			176,001
Net loss before income taxes	(2,776		)	(141,750		)	(86,766		)	(34,057		)
Income tax (benefit) expense (Note 11)	(3,834		)	(8,946		)	9,068			2,823
Net income (loss)	$	1,058		$	(132,804	)	$	(95,834	)	$	(36,880	)

The accompanying notes are an integral part of these consolidated financial statements.

Modular Space Holdings, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(In thousands except share data)

	Successor		Predecessor
	Period from March 3, 2017 to September 30, 2017		Period from October 1, 2016 to March 2, 2017			Year ended September 30, 2016			Year ended September 30, 2015
Net income (loss)	$	1,058	$	(132,804	)	$	(95,834	)	$	(36,880	)
Other comprehensive income (loss)
Cumulative translation adjustment	4,453		(633		)	2,884			(29,134		)
Reclassification of cumulative translation adjustment to net loss realized upon reorganization	—		16,748			—			—
Change in mark-to-market value of interest rate cash flow hedges net of tax of $0, $0, $1,052 and $931 in the Successor period ended September 30, 2017, Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016 and 2015, repectively	—		—			2,249			1,425
Other comprehensive income (loss)	4,453		16,115			5,133			(27,709		)
Total comprehensive income (loss)	$	5,511	$	(116,689	)	$	(90,701	)	$	(64,589	)

The accompanying notes are an integral part of these consolidated financial statements.

Modular Space Holdings, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(In thousands except share data)

	Class A Common Stock					Common Stock							Additional Paid-in			Retained Earnings (Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount			Shares		Amount			Warrants		Capital			Deficit)			Income/(Loss)			Equity

Balance at September 30, 2014 (Predecessor)	21,383,894		$	2		3,499,944		$	35		$	—	$	343,203		$	(63,533	)	$	6,461		$	286,168
Stock compensation expense (Note 10)	—		—			—		—					1,234			—			—			1,234
Net Loss	—		—			—		—					—			(36,880		)	—			(36,880		)
Other Comprehensive Loss	—		—			—		—					—			—			(27,709		)	(27,709		)
Balance at September 30, 2015 (Predecessor)	21,383,894		2			3,499,944		35			—		344,437			(100,413		)	(21,248		)	222,813

Stock compensation expense (Note 10)	—		—			—		—			—		1,468			—			—			1,468
Net Loss	—		—			—		—			—		—			(95,834		)	—			(95,834		)
Other Comprehensive Income	—		—			—		—			—		—			—			5,133			5,133
Balance at September 30, 2016 (Predecessor)	21,383,894		2			3,499,944		35			—		345,905			(196,247		)	(16,115		)	133,580

Stock compensation expense (Note 10)	—		—			—		—			—		1,377			—			—			1,377
Net Loss	—		—			—		—			—		—			(132,804		)	—			(132,804		)
Other Comprehensive Income	—		—			—		—			—		—			—			16,115			16,115
Cancellation of Predecessor equity	(21,383,894	)	(2		)	(3,499,944	)	(35		)	—		(347,282		)	329,051			—			(18,268		)
Balance at March 2, 2017 (Predecessor)	—		—			—		—			—		—			—			—			—

Issuance of Successor common stock and warrants	—		—			29,233,375		292			4,970		442,927			—			—			448,189
Balance at March 2, 2017 (Predecessor)	—		—			29,233,375		292			4,970		442,927			—			—			448,189


Balance at March 3, 2017 (Successor)	—		—			29,233,375		292			4,970		442,927			—			—			448,189
Stock compensation expense (Note 10)	—		—			—		—			—		545			—			—			545
Net Income	—		—			—		—			—		—			1,058			—			1,058
Other Comprehensive Income	—		—			—		—			—		—			—			4,453			4,453
Balance at September 30, 2017 (Successor)	—		$	—		29,233,375		$	292		$	4,970	$	443,472		$	1,058		$	4,453		$	454,245

The accompanying notes are an integral part of these consolidated financial statements.

Modular Space Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands except share data)

	Successor			Predecessor
	Period from March 3, 2017 to September 30, 2017			Period from October 1, 2016 to March 2, 2017			Year ended September 30, 2016			Year ended September 30, 2015
Cash flows from operating activities
Net income (loss)	$	1,058		$	(132,804	)	$	(95,834	)	$(36,880		)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Non-cash interest	—			6,824			10,206			4,063
Provision for doubtful accounts	1,388			1,787			6,015			2,603
Provision for customer credits	1,729			1,887			4,921			4,613
Reorganization items	—			96,174			—			—
Stock-based compensation expense	545			530			1,468			1,234
Depreciation and amortization	35,281			29,707			70,195			77,716
Goodwill Impairment charge	—			—			35,484			—
Gain on sale of rental equipment	(5,038		)	(2,400		)	(7,548		)	(6,898		)
Gain on sale of property and equipment	(240		)	—			—			—
Deferred gain on sale of other property and equipment	—			(572		)	(1,373		)	—
Deferred income taxes, net of valuation allowance	(4,972		)	(8,929		)	7,125			(680		)
Changes in
Accounts receivable	(16,836		)	8,996			14,579			(7,662		)
Prepaid expenses and other assets	1,781			344			33			583
Accounts payable and accrued expenses	(3,295		)	6,733			(5,010		)	3,634
Advance rents	6,252			2,382			1,121			(284		)
Net cash provided by operating activities	17,653			10,659			41,382			42,042
Cash flows from investing activities
Purchases of rental equipment and other property and equipment	(34,042		)	(23,666		)	(77,358		)	(100,074		)
Proceeds from sale of rental equipment	19,211			11,395			29,931			30,384
Proceeds from sale of other property and equipment	1,474			—			—			28,513
Leasing receivables
Originations	(105		)	(1,131		)	(1,341		)	(1,867		)
Payments received	1,111			1,130			2,153			3,153
Net cash used in investing activities	(12,351		)	(12,272		)	(46,615		)	(39,891		)
Cash flows from financing activities
Proceeds from asset based revolver	261,812			247,217			495,737			451,443
Payments on asset based revolver	(286,211		)	(298,819		)	(482,328		)	(453,328		)
Payments on term loans	(3,015		)	—			—			—
Proceeds from rights offering investment by second lien noteholders	—			89,939			—			—
Financing costs paid	—			(13,892		)	(7,411		)	(264		)
Net cash provided by (used in) financing activities	(27,414		)	24,445			5,998			(2,149		)
Effect of exchange rate changes on cash	89			(192		)	1			(16		)
Net (decrease) increase in cash and cash equivalents	(22,023		)	22,640			766			(14		)
Cash and cash equivalents
Beginning of year	23,499			859			93			107
End of year	$	1,476		$	23,499		$	859		$	93
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest	$	16,034		$	16,831		$	45,460		$	61,781
Income tax payments (refunds), net	$	996		$	528		$	4,226		$	(2,083	)
Cash paid for reorganization items	$	16,270		$	947		$	—		$	—
Non cash activity during the year for:
Equipment purchases included in accounts payable	$	1,621		$	482		$	1,562		$	3,649

The accompanying notes are an integral part of these consolidated financial statements.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

1. Organization, Business Activity and Reorganization

Modular Space Holdings, Inc., a Delaware corporation and its subsidiaries (collectively, “ModSpace” or the “Company”) are engaged in the leasing, selling, buying and manufacturing of mobile offices, modular structures, and storage containers throughout the United States and Canada. The subsidiaries of Modular Space Holdings, Inc. include Modular Space Intermediate Holdings, Inc. (inactive), Modular Space Corporation (“MSC”), Resun Chippewa, LLC (“Chippewa”), Resun ModSpace, Inc. (“RMI”), ModSpace Financial Services Canada, Ltd. (“MFSC”), ModSpace Government Financial Services, Inc. (“MGFS”) (inactive), Global Multi Services S.A. (“GMS”) (inactive), and Crystal Merger Sub, Inc. (CMSI) (inactive).

Chippewa is a special purpose subsidiary that is a guarantor of the Company’s asset-based revolver. The operations of Chippewa are limited to the ownership of rental units and supplementary products subject to a master lease with MSC.

On March 16, 2016 the company and Scotsman (a wholly-owned subsidiary of Algeco Scotsman) entered into a merger agreement, whereby, among other things, the North American modular operations of Scotsman were to merge with a subsidiary of the Company. After due diligence and capital raising efforts, the parties terminated the merger in August of 2016. Legal and advisory costs in the amount of $6,149 that were associated with the terminated merger are reflected in selling, general, and administrative expenses in the 2016 Consolidated Statement of Operations. The merger agreement outlined capital raising efforts which included debt financing intended to refinance the Company’s existing revolving credit facility.

On June 2, 2016 the Company and its lenders entered into an amendment and forbearance agreement to extend the maturity of the Company’s revolving credit facility, which was scheduled to mature on June 6, 2016. The maturity of the Company’s revolving credit facility was extended on multiple occasions through December 19, 2016.

As of September 30, 2016, the Company was in default under its revolving credit facility and the Senior Notes (as defined below) due to its failure to make a maturity payment on June 6, 2016 of a portion of the revolving credit facility and the failure to pay interest on July 31, 2016 on the Senior Notes.

On December 21, 2016, the Company entered into a consensual prepackaged plan of reorganization pursuant to Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) more fully described below.

Restructuring costs include legal and advisory costs, associated with the Company’s restructuring and refinancing activities, of $1,722, $18,142 and $7,031 for the Successor (as defined below) period ended September 30, 2017, the Predecessor (as defined below) period ended March 2, 2017 and the Predecessor year ended September 30, 2016, respectively. In addition, $6,438 of financing costs related to the amendment and forbearance of the revolving credit facility are reflected in interest including amortization of deferred financing costs, in the Consolidated Statements of Operations for the Predecessor year ended September 30, 2016.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Emergence from Voluntary Reorganization under Chapter 11 Proceedings

On December 21, 2016, Modular Space Holdings, Inc. and six of its U.S. subsidiaries (the “Chapter 11 Subsidiaries”) filed voluntary petitions seeking relief under section 1121 (a) of Chapter 11 of Title 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware under the caption In re Modular Space Holdings, Inc., et al (Case No. 16-12825) (the “Chapter 11 Cases”). In connection with the filing of the Chapter 11 Cases, a recognition proceeding for the Company’s Canadian subsidiary, under Part IV of the Companies’ Creditors Arrangement Act (Canada) was filed in Toronto, Ontario, Canada before the Ontario Superior Court of Justice. The Company and the Chapter 11 Subsidiaries received bankruptcy court confirmation of their joint prepackaged plan of reorganization (the “Plan”) on February 15, 2017, and subsequently emerged from bankruptcy on March 2, 2017 (the “Effective Date”).

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and satisfaction of liabilities in the normal course of business.

Effect of the Bankruptcy Proceedings

During the bankruptcy proceedings, the Company conducted normal business activities and was authorized to pay and has paid pre-petition employee wages and benefits, and pre-petition amounts owed to certain lienholders and vendors.

In addition, subject to certain specific exceptions under the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed most judicial or administrative actions against the Company and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims, including accrued interest on the senior secured second lien notes, during the pendency of the Chapter 11 Cases.

Plan of Reorganization (the “Plan”)

Pursuant to the Plan, the significant transactions that occurred upon emergence from bankruptcy were as follows:

· $375,000 of 10.25% senior secured second lien notes due 2019, plus outstanding and accrued interest of approximately $41,600 and second lien noteholders cash investment of $89,939 were exchanged for 97% of the post-emergence Company’s common stock;

· the Company’s pre-petition common stock was cancelled, and the current stockholders received approximately 3% of the post-emergence Company’s common stock. Warrants to purchase up to 1,250,000 common stock equity interests, or 4.3% of the reorganized Company’s equity were issued;

· the Company’s first lien lenders provided an amended and restated four-year revolving credit facility and associated term loans (the “New Credit Facility”). The total consolidated commitment under the new credit facility is $716,688, including a U.S. revolving credit facility of $496,838, a Canadian revolving credit facility of $149,222, and U.S. term loans in an original principal amount of $70,628. See Note 8 for further information; and

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

· on the Effective Date of the Plan, existing management incentive plans were deemed to have been terminated, cancelled, and of no further force and effect. Subsequent to the Effective Date of the Plan, a new management incentive plan was established consisting of restricted stock units more fully described in Note 10.

In accordance with the Plan, the post-emergence Company’s new board of directors is made up of seven directors including the Chief Executive Officer.

Financial Statement Classification of Liabilities Subject to Compromise

As of December 21, 2017, the financial statements include amounts considered as liabilities subject to compromise, consisting of Senior Notes and accrued interest on Senior Notes, which were equitized upon emergence from bankruptcy on March 2, 2017.

Fresh Start Accounting

Upon the Company’s emergence from Chapter 11 bankruptcy, the Company adopted fresh start accounting, pursuant to FASB ASC 852, “Reorganizations”, and applied fresh start accounting to its financial statements because (i) the holders of existing voting shares of the Company prior to its emergence received less than 50% of the voting shares of the Company outstanding following its emergence from bankruptcy and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the plan of reorganization was less than the post-petition liabilities and allowed claims. Adopting fresh start accounting results in a new reporting entity for financial reporting purposes with no beginning retained earnings or deficit as of the fresh start reporting date.

The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the Successor Company caused a related change of control of the Company under ASC 852. As a result of the application of fresh start accounting, as well as the effects of the implementation of the Plan, the consolidated financial statements as of March 2, 2017 forward are not comparable with the consolidated financial statements prior to that date which were prepared on a historical basis of accounting. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to March 2, 2017. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company prior to and including March 2, 2017. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the financial statements on or after March 3, 2017 are not comparable to the financial statements prior to that date.

The Company elected to apply fresh start accounting effective March 1, 2017, to coincide with the start of its normal monthly accounting period, which resulted in the Company becoming a new entity for financial reporting purposes. The Company evaluated and concluded that events between March 1, 2017 and March 3, 2017 were immaterial and use of an accounting convenience date of March 1, 2017 was appropriate. As such, fresh start accounting is reflected in the accompanying consolidated balance sheet as of September 30, 2017 and related fresh start adjustments are included in the accompanying statement of operations for the period from October 1, 2016 through March 2, 2017 (the “Predecessor 2017 Period”).

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Reorganization Value

Reorganization value represents the fair value of the Successor Company’s total assets and is intended to approximate the amount a willing buyer would pay for the assets immediately after restructuring. Under fresh start accounting, the Company allocated the reorganization value to individual assets based on their estimated fair values.

The Company’s reorganization value was derived from an estimate of enterprise value. Enterprise value represents the estimated fair value of an entity’s long-term debt and stockholders’ equity. In support of the Plan, the enterprise value of the Successor Company was estimated and approved by the bankruptcy court to be in the range of $896,000 to $1,107,000. This valuation analysis was prepared using financial projections and applying standard valuation techniques, including discounted cash flow analysis, selected comparable company analyses, and selected precedent transaction analysis. The estimates set forth herein are not necessarily indicative of actual outcomes, and there can be no assurance that the estimates, projections or assumptions will be realized.

Based on the estimates and assumptions used in determining the enterprise value, the Company estimated the enterprise value to be approximately $994,477.

The following table reconciles the enterprise value to the estimated fair value of the Successor Company’s common stock as of the Effective Date:

	March 2, 2017
Enterprise Value	$	994,477
Less: Fair value of interest bearing liabilities	(546,288		)
Less: Fair value of warrants tranch 1	(3,175		)
Less: Fair value of warrants tranch 2	(1,795		)
Fair value of Successor common stock	$	443,219

The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date:

	March 2, 2017
Enterprise Value	$	994,477
Plus: Fair value of non-interest bearing liabilities	108,783
Reorganization value of Successor assets	$	1,103,260

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Consolidated Balance Sheet

The adjustments set forth in the following consolidated balance sheet reflect the effect of the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions.

	Predecessor Company			Reorganization Adjustments			Fresh Start Adjustments			Successor Company
Assets
Cash	$	1,206		$	22,293	(1)	$	—		$	23,499
Accounts receivable	60,963			—			—			60,963
Lease receivables	2,993			—			—			2,993
Prepaid expenses and other current assets	17,300			(1,064		)(2)	(4,558		)(12)	11,678
Total current assets	82,462			21,229			(4,558		)	99,133
Rental equipment	1,011,976			—			(150,418		)(13)	861,558
Other property and equipment	119,827			—			8,121		(14)	127,948
Goodwill and other intangibles	13,737			—			(209		)(15)	13,528
Other non-current assets	1,093			—			—			1,093
Total assets	$	1,229,095		$	21,229		$	(147,064	)	$	1,103,260
Liabilities and Stockholders’ Equity
Liabilities
Accounts payable	$	9,790		$	—		$	—		$	9,790
Accrued expenses	29,983			9,560		(3)	—			39,543
Current portion of deferred gain on sale of other property	1,368			—			(1,368		)(16)	—
Advance rents	14,769			—			(9,944		)(17)	4,825
Current portion of term loans	—			5,664		(4)	—			5,664
Asset based revolver	604,027			(138,390		)(5)	10,023		(18)	475,660
Liabilities subject to compromise	416,641			(416,641		)(6)	—			—
Total current liabilities	1,076,578			(539,807		)	(1,289		)	535,482
Deferred gain on sale of other property and equipment	10,418						(10,418		)(16)	—
Term loans	—			64,964		(4)				64,964
Deferred income taxes	61,439			7,032		(7)	(13,846		)(19)	54,625
Total liabilities	1,148,435			(467,811		)	(25,553		)	655,071
Commitments and Contingencies
Stockholders’ Equity
Predecessor Class A Common Stock	2			—			(2		)(20)	—
Predecessor Common Stock	35			—			(35		)(20)	—
Successor Common Stock	—			292		(8)	—			292
Predecessor Additional paid-in capital	346,434			847		(9)	(347,281		)(20)	—
Successor Additional paid-in capital	—			442,927		(10)	—			442,927
Warrants	—			4,970		(10)	—			4,970
Retained earnings/(accumulated deficit)	(249,063		)	40,004		(11)	209,059		(20)	—
Accumulated other comprehensive loss	(16,748		)	—			16,748		(20)	—
Total stockholders’ equity	80,660			489,040			(121,511		)	448,189
Total liabilities and stockholders’ equity	$	1,229,095		$	21,229		$	(147,064	)	$	1,103,260

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Reorganization Adjustments

1. Reflects the net cash payments recorded as of the Effective Date from the implementation of the Plan:

Sources:
Proceeds from New Credit Facility	$	32,200
Proceeds from equity issued to second lien noteholders	89,939
Total Sources	$	122,139

Uses:
Repayment of prior Credit Facility	$	(89,939	)
Financing costs paid for New Credit Facility	$	(8,960	)
Predecessor accounts payable paid upon emergence	(947		)
Total Uses	(99,846		)
Net Sources	$	22,293

2. Reclassification of professional fees capitalized in connection with New Credit Facility from other assets to asset based revolver.

3. Reflects the settlement of accrued interest on the Senior Notes and the payment and accrual of expenses as follows:

Predecessor accounts payable paid upon emergence	$	(947	)
Accrual for professional advisor fees earned on emergence	10,507
Total increase to accrued expense	$	9,560

4. Under the New Credit Facility, a portion of the loan balance amounting to $70,628 as of the Effective Date was classified as a Term Loan as more fully described in Note 8.

5. Reflects net cash repayments to the prior Credit Facility and borrowings under New Credit Facility as follows:

Repayment of prior credit facility with proceeds from second lien noteholders	$	(89,939	)
Reclassification of a portion of the New Credit Facility to Term Loan	(70,628		)
Proceeds from New Credit Facility	32,200
Debt issuance costs incurred in connection with New Credit Facility	(10,023		)
Net reduction to Credit Facility borrowings	$	(138,390	)

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

6. The Senior Notes and the accrued interest on the Senior Notes were settled as follows in accordance with the Plan:

Senior Notes due 2019	$	375,000
Accrued interest on Senior Notes	41,641
Liabilities subject to compromise of the Predecessor Company (LSTC)	416,641
Fair value of equity issued to former holders of the senior notes of predecessor	(429,923		)
Cash proceeds received for issuance of equity to former holders of senior notes	89,939
Gain on settlement of Liabilities subject to compromise	$	76,657

7. Reduction of deferred tax liability related to reorganization adjustments.

8. Reflects the issuance of 29,233,375 shares of common stock, $0.01 par value, in the Successor Company.

9. Reflects the accelerated recognition of stock compensation expense related to the Predecessor Company stock based compensation plans. See Note 10 for further information.

10. Reflects the issuance of 29,233,375 shares of common stock at a per share fair value of $15.16 and the issuance of Warrants with a fair value of $4,970.

11. Reflects the cumulative impact of reorganization adjustments impacting the statement of operations and adjustments which were made directly to accumulated deficit:

Gain on settlement of Liabilities subject to compromise	$	76,657
Fair value of equity issued to Predecessor Company shareholders	(13,297		)
Fair value of Warrants issued	(4,970		)
Accrual for professional advisor fees earned on emergence	(10,507		)
Cancellation of Predecessor Company stock options	(847		)
Tax expense on reorganization adjustments	(7,032		)
Net impact to accumulated deficit	$	40,004

Fresh Start Adjustments

12. Reflects the write-off of unamortized historical initial direct costs for lease originations.

13. Reflects the adjustment to state the Company’s rental equipment at fair value. A combination of the cost and market approaches were utilized to determine fair value. The market approach relies upon recent sales, asset-level attributes and estimated costs to condition assets for sale to arrive at probable selling prices. The cost approach considers the amount required to construct or purchase a new asset of equal utility at current prices, with adjustments for physical condition and functional and economic obsolescence.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

14. Reflects the adjustment to state the Company’s other property and equipment at fair value. A combination of the cost and market approaches were utilized to determine fair value. The cost approach discussed above was utilized for buildings, equipment and leasehold improvements. A sales comparison (market) approach was utilized for land, relying upon recent selling prices of comparable properties in comparable markets.

15. Reflects the write-off of Predecessor Company goodwill and indefinite-lived intangible assets totaling $13,737, the recognition of an intangible trade name and trademarks asset of $8,718 and the recognition of a lease interest asset of $4,810 based on the fair value of certain of the Company’s leased premises. The fair value of the Company’s intangible trade name and trademarks asset was determined using a relief from royalty approach, which utilized comparable company arm’s length royalty rates based upon the Company’s products and services. The relief from royalty approach also utilized projected revenue estimates. The fair value of the lease interest asset was determined by comparing the difference between the net present value of market rents and contractual rents over the remaining lease terms.

16. Reflects the recognition of the remaining deferred gain on sale of other property and equipment.

17. Reflects the recognition of income on customer lease payments which were received in advance of the period to which they apply and for which the performance of services by the Company have been completed.

18. Reflects the write-off of financing costs to state the New Credit Facility at its fair value.

19. Reduction of deferred tax liability related to fresh start adjustments.

20. Reflects the cancellation of the Predecessor Company equity to retained earnings, cancellation of Predecessor Company accumulated other comprehensive loss, and the cumulative impact of fresh start adjustments as discussed above.

Reorganization Items

Reorganization items represent liabilities settled, net of amounts incurred subsequent to the Chapter 11 filing as a direct result of the Plan and are classified as net loss on reorganization items in the accompanying consolidated statement of operations.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

The following table summarizes reorganization items

	Predecessor
	Period from October 1, 2016 to March 2, 2017
Gain on settlement of liabilities subject to compromise	$	(76,657	)
Write-off of unamortized financing costs associated with Senior Notes	4,671
Accrual for professional advisor fees earned on emergence	10,507
Write-off of Predecessor Company accumulated other comprehensive loss	16,748
Recognition of expense on cancellation of stock based compensation plans	847
Fresh start adjustments, excluding deferred taxes	135,357
Reorganization legal and professional fees	5,648
Loss on reorganization items, net	$	97,121

2. Summary of Significant Accounting Policies

Change in Accounting Principle

Effective October 1, 2015, the Company changed accounting principles for goodwill. The Company previously amortized goodwill in accordance with Private Company Standards. The Company has adopted the accounting principle where goodwill is not amortized, but reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs an annual impairment analysis of goodwill as of July 31 each fiscal year. The Company may assess its goodwill for impairment initially using a qualitative approach (“step zero”) to determine whether conditions exist to indicate that it is more likely than not the fair value of a reporting unit is less than its carrying value. If management concludes, based upon its assessment of relevant events, facts and circumstances that it is more likely than not that the reporting units carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The quantitative assessment for goodwill is a two-step assessment. “Step one” requires comparing the carrying value of a reporting unit, including goodwill, to its fair value using the income approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenue and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is to measure the amount of impairment loss, if any. “Step two” compares the implied fair value of goodwill to the carrying amount of goodwill. The implied fair value of goodwill is determined by a hypothetical purchase price allocation using the reporting unit’s fair value as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment charge is recorded to write down goodwill to its implied fair value and is recorded as a selling, general and administrative expense within the Company’s consolidated statement of operations and comprehensive income (loss).

Following are the impacts to financial statement line items as a result of the change in accounting principle for the periods presented in the accompanying consolidated financial statements:

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

· A $4,809 reduction of amortization expense and $4,809 increase to goodwill impairment charge recognized in the statement of operations for the Predecessor fiscal year ended September 30, 2016; and

· A $463 reduction of amortization expense and $463 increase to loss on reorganization items recognized in the statement of operations for the Predecessor period from October 1, 2016 to March 2, 2017.

A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:

Reporting Entity

The consolidated financial statements include the accounts of Modular Space Holdings, Inc. and its wholly owned subsidiaries Modular Space Intermediate Holdings, Inc., MSC, Chippewa, RMI, MFSC, MGFS, GMS, and CMSI. The Company does not have any subsidiaries in which it does not own 100% of the outstanding stock. All intercompany activity has been eliminated in the preparation of the consolidated financial statements.

Fresh Start Accounting

Upon emergence from bankruptcy on the Effective Date, the Company applied fresh start accounting, resulting in the Company becoming a new entity for financial reporting purposes (see Note 1 — Fresh Start Accounting for further information). As a result of the application of fresh start accounting, the Company reflected the disposition of its pre-petition debt and changes in its equity structure in its balance sheet as of the Effective Date. Accordingly, all financial statements prior to March 3, 2017 are referred to as those of the “Predecessor Company”, as they reflect the periods prior to application of fresh start accounting. The balance sheet as of September 30, 2017, and the financial statements for periods subsequent to March 2, 2017, are referred to as those of the “Successor Company.” Under fresh start accounting, the Company’s assets and liabilities were adjusted to their fair values, and a reorganization value for the entity was determined by the Company based upon the estimated fair value of the enterprise before considering values allocated to debt to be settled in the reorganization. The fresh start adjustments are material and affect the Company’s results of operations from and after March 3, 2017. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the financial statements on or after March 3, 2017 are not comparable to the financial statements prior to that date. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to March 2, 2017. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company prior to and including March 2, 2017.

Revenue Recognition

The Company generates revenue from leasing units and providing related products and services (including delivery, installation, maintenance, and removal of lease units and other associated products and services, and the rental of steps, decks, ramps, and furniture), and from sales of new and used rental equipment. Where applicable, the Company’s revenue recognition policy takes into consideration the guidance for Revenue Arrangements with Multiple Deliverables.

The Company accounts for lease transactions as operating, sales-type or direct financing based on the terms of the contractual lease arrangement. The Company’s primary business is conducted through operating leases. Leasing revenue from operating leases is recognized in income on a straight-line basis over the lease term. Leasing billings for periods extending beyond month-end or

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

billings in excess of earned revenue are deferred and recorded as Advance Rents in the Company’s consolidated balance sheet.

Revenue from delivery, maintenance, installation and removal services associated with rental activities is generally recognized upon completion of the related services.

Revenue from the sale of new units and used rental equipment, including delivery and installation revenue, is generally recognized upon delivery and installation of the units, since the transfer of the risks and rewards of ownership generally occurs upon delivery, installation and completion of the Company’s other obligations pursuant to the sale agreement. Certain arrangements to sell units under long-term construction-type sales contracts are recognized under the percentage of completion method. Under this method, income is recognized in proportion to the incurred costs to date under the contract compared to estimated total costs of the project. Revenue from short-term service-type projects is recognized when the services are complete.

Revenue from sales-type leases and the related accounts receivable are recognized upon delivery and installation of the equipment and the unearned interest is recognized over the lease term on a basis which results in a constant rate of return on the unrecovered lease investment.

Accounts Receivable

The Company’s accounts receivable primarily consist of amounts due from customers for operating lease rentals, services and equipment sales. The Company sells primarily on 30-day terms, individually performs credit evaluation procedures on its customers and requires security deposits or guarantees from its customers when a significant credit risk is identified. The Company records an allowance for doubtful accounts by charging operations in amounts equal to the estimated losses expected to be incurred in the collection of the accounts. The Company reviews the adequacy of the provision on at least a quarterly basis. The estimated losses are based on historical collection experience in conjunction with an evaluation of the current status of the existing accounts. Customer accounts are written off against the allowance for doubtful accounts when management determines an account to be uncollectible. As a result of the application of fresh start accounting, the Company’s accounts receivable balance was recorded at fair value on the Effective Date. Accordingly, the allowance for doubtful accounts reset to $0 on March 2, 2017.

Concentration of Credit Risk

Financial instruments which potentially expose the Company to concentrations of credit risk include cash and cash equivalents, and accounts receivable.

The Company maintains cash and cash equivalents with various major financial institutions. Concentrations of credit risk with respect to receivables are generally limited due to the Company’s large number of customers and their geographic dispersion across the United States and Canada within many different industries. At September 30, 2017, no customer accounts for more than 10.0% of the Company’s receivables.

The Company’s counterparties generally consist of large financial institutions. The Company monitors its positions with these counterparties and the credit quality of these financial institutions. At September 30, 2017 and 2016, the Company had no significant concentrations of credit risk.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Rental Equipment and Other Property and Equipment

Rental equipment and other property, plant, and equipment are carried at cost less accumulated depreciation. The costs of refurbishments and betterments are capitalized to the extent that the improvement significantly adds value to or extends the life of the equipment. Maintenance and repairs are expensed as incurred. Depreciation and amortization are provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives. The estimated service life for rental equipment is generally 20 years, with an estimated residual value of 50% of cost. The costs of refurbishments are depreciated over a 10-year life. The costs of betterments are depreciated over a 4-year life. Component parts which are included in rental equipment are depreciated over a 5-year life. Additional lease costs on customer operating leases are depreciated over the remaining lease term. Beginning in 2013, the Company expanded upon its refurbishment capabilities to include the rebuild of assets to bring rental equipment to new condition. The costs of rebuilding assets are capitalized and depreciated over 20 years with an estimated residual value of 50% of cost. The net book value of the asset at the point in time the asset is rebuilt is generally reduced to the estimated value of the base running frame, by accelerating the depreciation of the asset. The estimated service lives of other property and equipment range from 3 to 39 years. The straight-line method of depreciation is used for substantially all assets for financial reporting purposes, and accelerated methods are used for tax purposes.

Rental equipment is reviewed for impairment whenever events or circumstances have occurred that would indicate the carrying amount may not be fully recoverable. A key element in determining the recoverability of the rental equipment’s carrying value is the Company’s outlook as to the future market conditions for its equipment. If the carrying amount is not fully recoverable, an impairment loss is recognized to reduce the carrying amount to fair value. The Company would determine fair value based upon the condition of the equipment, appraised values, and the projected net cash flows from the sale and/or rental of such equipment considering current market conditions. In connection with the Company’s plan of reorganization, carrying amounts for rental equipment and other property and equipment were assessed for recoverability utilizing an undiscounted cash flow approach. The carrying amounts were determined to be fully recoverable as of September 30, 2016. In accordance with fresh start accounting, a reduction to the carrying value of rental equipment of $150,418 and an increase to other property and equipment of $8,121 was recorded on the Predecessor Company for the period ended March 2, 2017, respectively. See Note 1 for further information. During the Successor period ended September 30, 2017, the Company determined that no impairment triggering events were noted for rental equipment and other property and equipment.

The Company periodically performs assessments of the useful lives and salvage values of assets. In evaluating useful lives and salvage values, the Company considers how long assets will remain functionally efficient and effective, given levels of technology, competitive factors, and the economic environment. If the assessment indicates that the assets will be used for a period different than previously anticipated, and/or results in a different residual value at the end of the assets’ useful life, the useful life and residual values of the assets are revised, resulting in a change in estimate. Changes in estimates are accounted for on a prospective basis by depreciating the assets’ current carrying values over their revised remaining useful lives.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Goodwill and Other Intangibles

Goodwill and other indefinite lived intangible assets are carried at cost and are not amortized. The Company tests goodwill and intangible assets deemed to have an indefinite life for impairment on an annual basis, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable, relying on a number of factors including operating results, business plans and future cash flows. The Company performs the annual assessment as of July 31 each fiscal year.

The Company identified triggering events during 2016 and recorded an impairment charge of $35,484 as a result of the impairment analysis. There was goodwill was recognized from the application of fresh start accounting.

Other intangibles are amortized on a straight-line basis over their estimated useful lives (or legal lives if shorter). Other indefinite-lived intangible assets are carried at cost and are not amortized. Indefinite-lived intangible assets are reviewed for impairment annually on a qualitative basis, to determine whether events or circumstances have occurred that would indicate such assets might be impaired. The Company reviews its other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If it is determined that an impairment based on expected future undiscounted cash flows exists, then the loss is recognized in the consolidated statements of operations. The amount of the impairment is the excess of the carrying amount of the asset over the fair value of the asset. The fair value represents expected future cash flows from the use of the assets, discounted at the rate used to evaluate potential investments.

In accordance with fresh start accounting, the carrying values of the Predecessor Company goodwill asset was eliminated during the Predecessor period ended March 2, 2017. In connection with the adoption of fresh start accounting, the Company reviewed its lease arrangements and determined that certain leases were at favorable market terms. Accordingly, the Company recognized a leasehold interest asset in the amount of $4,810. In addition, in connection with the fresh start accounting valuation, the Company re-measured and established a new basis of its an indefinite-lived trade name and /trademarks asset in the amount of $8,718 as of the Successor date. See Note 1 and Note 7 for further information. No Successor goodwill was identified in connection with the adoption of fresh start accounting.

Income Taxes

Income taxes are provided for in accordance with the liability method. Accordingly, deferred tax liabilities and assets are recognized for temporary differences or carryforwards that will result in net taxable income or deductible amounts in future periods. Deferred tax expense or benefit is the result of changes in the net liability for deferred taxes.

A valuation allowance is provided for deferred tax assets when realization of such assets is not considered to be more likely than not. Adjustments to the deferred income tax valuation allowance are made periodically based on management’s assessment of the recoverability of the related assets.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

The Company uses a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation process, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income before taxes. Penalties and associated interest costs are recorded in selling, general and administrative expenses in the consolidated statements of operations.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The carrying amount of these investments approximates fair value.

Fair Value of Financial Instruments

Financial instruments consist primarily of cash and cash equivalents, accounts receivable, asset based revolver and senior notes, accounts payable and derivatives. At September 30, 2017 and 2016, with the exception of the asset based revolver, and senior notes (Note 8), the fair value of these instruments approximates the carrying amount due to the liquidity of these financial instruments or short-term maturities of these instruments.

Deferred Financing Costs

Deferred financing costs relate to costs incurred by the Company associated with its asset based revolver, senior notes and term loan arrangements. Deferred financing costs are amortized over the life of the related debt on a straight-line basis. Amortizing the deferred financing costs using the straight-line method approximates the effective interest method. If a debt instrument is retired early, the related unamortized deferred financing costs are written off in the period the debt is retired. If the debt instrument is modified or exchanged, the related unamortized financing costs are deferred and amortized over the term of the new arrangement.

In 2016, the Company incurred $6,438 in financing costs related to amendment and forbearance agreements, which were amortized over the respective agreement periods. In 2017 the Company incurred $4,961 in financing costs related to amendment and forbearance agreements.

In accordance with fresh start accounting, the balance of the Predecessor Company deferred financing fees were eliminated during the Predecessor Company period ended March 2, 2017. See Note 1 for further information.

The components of deferred financing costs at September 30, 2017 and 2016 are as follows:

	Successor		Predecessor
	2017		2016
Deferred Financing Costs	$	—	$	37,243
Accumulated amortization	—		(30,681		)
Ending balance, September 30	$	—	$	6,562

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Foreign Currency Translation and Transactions

The Company’s balance sheet accounts of its Canadian subsidiary are translated into U.S. dollars at period end exchange rates. Income statement amounts of the Canadian subsidiary are translated into U.S. dollars at the average exchange rate for each month within the year. The resulting translation adjustments are recorded as a separate component of stockholders’ equity. Gains or losses on certain long-term intercompany transactions, which are considered permanent in nature, are treated in the same manner as translation adjustments. All other foreign currency transaction gains and losses are included in net earnings. Gains/(Losses) included in net earnings of $47, $(47), $(294) and $(1,649) for the Successor period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016, and September 30, 2015 respectively, were included in selling, general and administrative expenses in the accompanying statements of operations.

Derivatives

From time to time, the Company has executed interest rate swap and interest rate cap agreements that are designated by management as cash flow hedging instruments. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company’s hedging activities are transacted only with highly-rated institutions, reducing the exposure to credit risk in the event of nonperformance. The objective of such instruments is to reduce the variability of future cash flows for interest payments on selected amounts of borrowings outstanding under a variable rate revolving credit facility and a variable rate term loan. All such derivatives are included in the balance sheet at fair value and the changes in the fair value of these hedging instruments are recorded as other comprehensive income (loss), a component of stockholders’ equity, to the extent they are effective and in earnings when they are ineffective. The Company did not execute any new interest rate swap or interest rate cap agreements during 2017, 2016 or 2015 and all existing swap agreements matured by May 2016.

Stock-Based Compensation

Prior to the Effective Date, the Company recognized compensation expense for time-based stock option awards granted based on the estimated grant date fair value of the award calculated using the Black-Scholes option pricing model. Under the fair value recognition provisions, the Company recognized share-based compensation expense only for those shares expected to vest. The Company recognized total compensation expense of share-based awards subject only to service-based vesting conditions, net of expected forfeitures, on a straight-line basis over the requisite service period of the award which is generally the vesting period.

In October 2009 and June 2013, pursuant to the 2009 Long-Term Incentive Pool Plan, the Company granted its employees stock options and restricted share-awards with vesting subject to performance and service-based conditions. The Company was required to assess the probability that such performance conditions would be met. If the likelihood of the performance condition being met was deemed probable, the Company would recognize expense over the estimated requisite service period. The Company uses Monte Carlo simulation models to estimate the fair value of performance based stock option and restricted share awards.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

reorganization adjustment which reflects accelerated recognition of compensation expense of $847, representing the unrecognized stock compensation related to Predecessor awards which were cancelled in connection with the plan of reorganization.

Pursuant to the plan of reorganization, the Company issued restricted stock units through its Management Incentive Plan. The fair value of restricted stock units is calculated using the Monte Carlo simulation model. The Company recognizes compensation expense related to restricted stock units only for those units expected to vest, taking into account performance and serviced based conditions. If the likelihood of the performance condition being met is deemed probable, the Company will recognize expense over the estimated requisite service period.

Advertising Costs

The Company incurs advertising costs to support sales and marketing initiatives. Such costs were $1,978, $1,194, $3,206 and $3,222 for the Successor period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016, and September 30, 2015, respectively, and are included within selling, general, and administrative expenses on the consolidated statements of operations. Advertising costs are expensed as incurred.

Recent Accounting Pronouncements

ASU No. 2014-09 - Revenue from Contracts with Customers was issued in May 2014, which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue at the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, the Company must (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when the Company satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019 as amended by ASU 2015-14. The impact of adopting this ASU has not been determined by the Company.

ASU No. 2015-14 - Revenue from Contracts with Customers, Deferral of the Effective Date, was issued in August 2015, which stated that non-public entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018. Non-public entities may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016. Non-public entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in Update 2014-09. The impact of adopting this ASU has not been determined by the Company.

ASU No. 2016-02 - Leases (Topic 842), was issued in February 2016, which will increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The impact of adopting this ASU has not been determined by the Company.

ASU No. 2016-09 - Improvements to Employee Share-Based Payment Accounting was issued in March 2016. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. The amendments are effective for annual periods beginning after December 15, 2017. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The impact of adopting this ASU has not been determined by the Company.

ASU No. 2016-10 - Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing was issued in April 2016. This amended FASB’s new recognition guidance on identifying performance obligations to allow entities to disregard items that are immaterial in the context of the contract, clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow an entity to elect to account for the cost of shipping and handling performed after control of a good has been transferred to the customer as a fulfillment cost (i.e., an expense). The impact of adopting this ASU has not been determined by the Company.

ASU No. 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients was issued in May 2016 and amends ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The amendments in this update clarify that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. This Update also added an expedient to ease transition for contracts that were modified prior to adoption of the new revenue standard, clarifies how an entity should evaluate the collectability threshold and when an entity can recognize non-refundable considerations received as revenue if the arrangement does not meet the standard’s contract criteria. The amendments in this Update should be adopted concurrent with adoption of ASU 2014-09. The impact of adopting this ASU has not been determined by the Company.

ASU No. 2016-15 - Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) was issued in August 2016 and provides clarification about the presentation and classification of certain cash flow items including debt prepayments, debt extinguishment costs, contingent considerations payments, and insurance proceeds, among other things. The guidance in this Update is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The impact of adopting this ASU has not been determined by the Company.

ASU No. 2016-16 - Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory was issued in October 2016. The amendments in this Update require that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs as opposed to when the asset is transferred to an outside party as required under current U.S. GAAP. The guidance in this Update is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

December 15, 2019. Early adoption is permitted. The impact of adopting this ASU has not been determined by the Company.

ASU No. 2017-09 - Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting was issued in May 2017. This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The impact of adopting this ASU has not been determined by the Company.

Recently Adopted Guidance

ASU No. 2013-05 - Foreign Currency Matters (Topic 830)- Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary. For the Company, the update is effective prospectively beginning on October 1, 2015. The impact of adopting this ASU is not material to the Company.

ASU No. 2014-12 - Compensation-Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period a consensus of the FASB Emerging Issues Task Force. The amendments in this update require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The amendments in this update are effective for the Company for annual periods and interim periods beginning on October 1, 2016. Earlier adoption is permitted. Adoption of this ASU is not material to the Company.

ASU 2014-15 - Presentation of Financial Statements — Going Concern, which provides guidance that explicitly requires an entity’s management to assess the entity’s ability to continue as a going concern. The new guidance requires an entity to evaluate, at each interim and annual period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued (or are available to be issued) and to provide related disclosures, if applicable. Management adopted ASU 2014-15 in 2016 and identified certain conditions and events which are disclosed in Note 1 to the financial statements.

ASU No. 2015-03 - Interest — Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs, was issued in April 2015 and was updated by ASU 2015-15 - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, in August of 2015. ASU No. 2015-03 simplifies the presentation of

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

debt issuances costs. Debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. Under current U.S. GAAP, debt issuance costs are reported on the balance sheet as assets. The costs will continue to be amortized to interest expense using the effective interest method. This standard is effective for the Company on October 1, 2016. The application of this guidance will result in a reclassification of debt financing costs from assets to a reduction of the specific debt liability, and will not affect the Company’s consolidated statement of operations or cash flow. The impact of adopting this ASU is not material to the Company.

ASU No. 2015-17 - Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes was issued in November 2015. The amendment requires deferred tax liabilities and assets to be classified as noncurrent. The amended guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this ASU in 2017 and retrospectively applied it to 2016.

ASU No. 2016-03 - Effective Date and Transition Guidance was issued in March 2016. The amendments in this Update remove the effective date of the private company alternative for accounting for Goodwill and provides transition provisions that permit private companies that voluntarily elect the goodwill accounting alternative provided in Update 2014-02 to apply the accounting alternative prospectively.

Additionally, the amendments also include transition provisions that allow private companies to forgo a preferability assessment the first time they elect the accounting alternatives within the scope of this Update. Forgoing an initial preferability assessment allows private companies to adopt a private company accounting alternative within the scope of this Update when those companies experience a change in circumstances or management’s strategic plan.

Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Actual results could differ from those estimates. The most significant estimates included within the financial statements are the allowance for doubtful accounts, the estimated useful lives and residual values of the rental equipment and other property and equipment, and potential asset impairments of intangibles.

In recent years there have been significant challenges in many of the markets we operate as a result of a general economic downturn. These challenges may continue to exist in future years and may result in decreased demand for our products which may have a significant impact on our business and we may need to revise certain estimates we have made.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Correction of Prior Period Errors (Predecessor)

In connection with the Company’s year-end close processes in 2016 and 2015, the Company identified accounting errors related to prior periods. Prior period financial statements were not revised. The correction of these errors resulted in an increase to pretax loss of $282, and an

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

increase to tax expense of $1,020 in 2016 and increase to pretax loss of $2,400 in 2015. The errors and correction thereof are not material to any affected period as the adjustments are not material to the current or prior period financial statements taken as a whole.

3. Lease Receivables

The components of lease receivables, which include both direct financing leases and sales-type leases, at September 30, 2017 and 2016, are as follows:

	Successor			Predecessor
	2017			2016
Minimum lease payments receivable	$	2,396		$	3,615
Allowance for doubtful accounts	(63		)	(194		)
Less unearned income	(304		)	(478		)
Net investment in lease receivables	$	2,029		2,943

Interest recognized on lease receivables of $159, $133, $346, and $455 for the Successor period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016, and September 30, 2015, respectively, is included in leasing revenue.

As of September 30, 2017, future minimum lease payments under non-cancellable finance leases to be received in 2018 and thereafter are as follows:

Fiscal year ending September 30,
2018	$	1,071
2019	623
2020	428
2021	243
2022	31
Thereafter	—
Minimum lease payments receivable	$	2,396

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

4. Operating Lease Receivables

As of September 30, 2017, future minimum rental payments due to the Company under non-cancellable operating leases of rental equipment to be received in 2018 and thereafter are as follows:

Fiscal year ending September 30.
2018	$	88,307
2019	29,265
2020	11,147
2021	4,910
2022	1,816
Thereafter	206
Minimum Operating Lease Receivables	$	135,651

5. Rental Equipment

The components of rental equipment at September 30, 2017 and 2016 are as follows:

	Successor			Predecessor
	2017			2016
Mobile offices and modular structures	$	883,202		$	1,425,417
Additional lease costs	1,771			2,112
	884,973			1,427,529
Less accumulated depreciation	(29,571		)	(399,499		)
Rental equipment, net	$	855,402		$	1,028,030

Depreciation expense of rental equipment of $29,811, $26,288, $62,558, and $72,011 for the Successor period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016, and September 30, 2015, respectively, is included in total leasing and sales costs in the consolidated statements of operations. Included in depreciation expense is $493, $4,490, $7,455, and $15,206 of accelerated depreciation expense for the Successor period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016 and 2015, respectively, in connection with assets that were rebuilt as part of the Company’s refurbishment capabilities.

As a result of the application of fresh start accounting, the Company’s rental equipment was recorded at fair value on the Effective Date. Accordingly, accumulated depreciation was reset to $0 on March 2, 2017.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

6. Other Property and Equipment

The components of other property and equipment at September 30, 2017 and 2016 are as follows:

	Successor			Predecessor
	2017			2016
Buildings	$	17,295		$	35,692
Modular Offices and related improvements	7,355			13,555
Leasehold Improvements	16,966			25,481
Computer equipment and software	7,767			28,794
Office Furniture, Fixtures, and Other	2,335			8,252
	51,718			111,774
Less accumulated depreciation and amortization	(4,665		)	(55,055		)
	47,053			56,719
Land	79,987			64,843
Other property and equipment, net	$	127,040		$	121,562

Depreciation and amortization expense of other property and equipment of $5,085, $3,419, $7,637, and $5,688 for the Successor period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016, and September 30, 2015, respectively, is included in selling, general and administrative expenses in the consolidated statements of operations.

In September 2015, the Company sold and leased-back from the buyer land and a building in California resulting in gross proceeds of $29,525 and a deferred gain of $13,731. The net proceeds from the sale were used to pay down the Company’s asset based revolver. The deferred gain was to be recognized on a straight-line basis over the expected lease term of 10 years, and presented as a reduction of facilities’ rent expense included in selling, general and administrative expenses in the consolidated statements of operations. The Company recognized $572 and $1,373 of amortization expense related to the deferred gain in the Predecessor periods ended March 2, 2017 and September 30, 2016. Pursuant to the agreement, the term of the lease is 10 years with two 5-year renewal options. The 10-year lease term resulted in a lease commitment of $15,518. Upon adoption of fresh start accounting, the Company recognized the remaining deferred gain $11,786 as a fresh start adjustment in the Predecessor period ended March 2, 2017. See Note 1 for further information.

As a result of the application of fresh start accounting, the Company’s other property and equipment was recorded at fair value on the Effective Date. Accordingly, accumulated depreciation and amortization was reset to $0 on March 2, 2017

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

7. Goodwill and Other Intangible Assets

In 2016, the Company recognized an impairment of goodwill in the amount of $35,484 related to the annual impairment review of its Canada operations. The remaining Goodwill attributable to Canada was $9,952.

In applying fresh start accounting, the reorganization value, which represents the concluded enterprise value plus cash and cash equivalents and non-interesting bearing liabilities, of the Predecessor was allocated to the entity’s net assets in conformity with ASC 805.

In connection with the adoption of fresh start accounting, the Company reviewed its lease arrangements and determined that certain leases were at favorable market terms. Accordingly, the Company recognized a leasehold interest asset in the amount of $4,810. In addition, in connection with the fresh start accounting valuation, the Company established an indefinite-lived trade name/trademark asset in the amount of $8,718 as of the Successor date. No Successor goodwill was identified in connection with the adoption of fresh start accounting.

The following table reflects the components of goodwill and other intangible assets as of September 30, 2017 and 2016:

		Successor 2017						Predecessor 2016
	Remaining	Gross						Gross
	Useful	Carrying		Accumulated				Carrying		Accumulated
	Life (Years)	Amount		Amortization		Impairment		Amount		Amortization		Impairment
Customer relationships	—	—		—		—		$	32,514	$	32,514	$	—
Trade name / Trademark	Indefinite	8,718		—		—		4,000		—		—
Leasehold interest	7.3	4,810		384		—		—		—		—
Noncompete agreements	—	—		—		—		7,977		7,977		—
Software	—	—		—		—		1,200		1,200		—
Goodwill	—	—		—		—		44,446		—		35,484
		$	13,528	$	384	$	—	$	90,137	$	41,691	$	35,484

The changes in the carrying amount of goodwill are as follows:

Balance as of September 30, 2016 (Predecessor)	$	9,952
Translation adjustment	(215		)
Fresh start fair value adjustment	(9,737		)
Balance as of March 2, 2017 (Predecessor)	$	—
Balance as of September 30, 2017 (Successor)	$	—

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

8. Debt

Bankruptcy Filing

Pursuant to the Plan, significant transactions occurred upon emergence in connection with the Company’s borrowing arrangements.

The Company’s first lien lenders provided an amended and restated 4-year revolving credit facility and associated term loans. The total consolidated commitment under the new credit facility is $716,688 including a U.S. revolving credit facility of $496,838, a Canadian revolving credit facility of $149,222, and U.S. term loans in an original principal amount of $70,628. Additionally, $375,000 of 10.25% senior secured second lien notes due 2019, plus outstanding and accrued interest of $41,641 and an $89,939 cash investment by the second lien noteholders were exchanged for 97% of the post-emergence Company’s common stock.

New Credit Agreement: Asset Based Revolver and Terms Loans (Successor)

On March 2, 2017, the Company executed the Fourth Amended and Restated Loan and Security Agreement (the “New Credit Agreement”), resulting in a $716,688 Asset Based Lending Facility (the “ABL Facility”) governed by the New Credit Agreement. The total consolidated commitment of $716,688 is comprised of a U.S. revolving credit facility of $496,838, a Canadian revolving credit facility of $149,222 (subject to scheduled quarterly reductions), and U.S. term loans in an original principal amount of $70,628 (subject to scheduled quarterly amortization). The ABL Facility is a four-year credit facility and matures on March 2, 2021. The Company’s obligations and the obligations of the borrowers and the subsidiary guarantors under the New Credit Agreement are secured by a first lien on substantially all of the Company’s assets.

As of September 30, 2017, there was approximately $513,886 of borrowings outstanding under the New Credit Agreement, inclusive of $67,613 of term loans as follows:

	Successor			Predecessor
	September 30, 2017			September 30, 2016
Term loans	67,613			—
Less: current portion of term loans	(5,664		)	—
Total long-term debt	$	61,949		$	—

Scheduled repayments of the term loans were as follows:

Fiscal year ending September 30,
2018	$	5,664
2019	7,788
2020	9,912
2021	44,249
	$	67,613

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

There was approximately $103,571 of additional borrowing availability under the New Credit Agreement as of September 30, 2017. In addition, letters of credit totaling $3,042, were issued under the New Credit Agreement and were outstanding at September 30, 2017. On the Effective Date, March 2, 2017, the date the Company exited Chapter 11, $540,617 was outstanding on a consolidated basis under the New Credit Agreement.

Included within the reported asset based revolver balance on the consolidated balance sheet at September 30, 2017 is $7,797 of bank overdrafts that have been reclassified from cash for financial reporting purposes.

Borrowings under the New Credit Agreement are secured by a first priority lien on, and security interest in, substantially all of the assets of MSC, RMI and MGFS including rental equipment, accounts receivable, and other property and equipment. Chippewa has guaranteed all of the obligations of the borrowers and the other guarantors under the New Credit Agreement and such guarantee is secured by a first priority lien on, and security interest in, substantially all of Chippewa’s assets (which consist of a substantial portion of the Company’s rental equipment and related lease payments due from MSC). Chippewa has not otherwise agreed to guarantee, and its assets are generally not available to support, other liabilities of such borrowers and guarantors. MSC, RMI and MGFS guaranteed all of MFSC’s obligations under the Canadian facility and such guarantees are secured by a first priority lien on, and security interest in, substantially all of the assets of MSC, RMI and MGFS.

Outstanding amounts under the New Credit Agreement, including the term loans, bear interest at our option at either: (i) LIBOR or Banker’s Acceptance rate (“BA Rate”) plus a defined margin, or (ii) the Agent (as defined in the New Credit Agreement) bank’s prime rate or base rate plus a margin. The applicable margin for each type of loan is based on a leverage-based pricing grid and ranges from 3.75% to 4.50% for LIBOR and BA loans and 3.25% to 4.00% for prime rate or base rate loans at each measurement date. As of September 30, 2017, the applicable margins were 4.25% for LIBOR and BA loans and 3.75% for prime rate or base rate loans. The effective interest rate was 5.68% at September 30, 2017. A fee is payable monthly on the average unused portion of the maximum applicable rollover amount for the preceding month.

Availability of borrowings under the revolving credit facilities pursuant to the New Credit Agreement is subject to a borrowing base calculation based upon a valuation of our eligible accounts receivable, and eligible rental equipment/lease fleet, subject to certain availability blocks. The lease fleet is appraised at least twice annually by a third-party appraisal firm. The rental equipment advance rate is the lesser of (a) 80% of the net book value (excluding any fresh start adjustments) of the applicable eligible rental equipment or (b) the percentage obtained by dividing (i) the NOLV Percentage of the Net Orderly Liquidation Value of all Eligible Rental Equipment of U.S. Domiciled Obligors (or of Canadian Domiciled Obligors, in the case of the Rental Equipment Advance Rate applicable to the Canadian Borrowing Base) set forth in the most recent appraisal by (ii) the book value of all eligible rental equipment of U.S. Domiciled Obligors (or of Canadian Domiciled Obligors, in the case of the Rental Equipment Advance Rate applicable to the Canadian Borrowing Base) set forth in such appraisal. The advance rate on eligible accounts receivable is 85%.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

In addition, the New Credit Agreement requires the maintenance of certain financial covenants, which primarily consist of leverage ratio, fixed charge coverage ratio, and limits on net capital expenditures, negative covenants, and affirmative covenants. The Company was in compliance with all applicable covenants under the New Credit Agreement as of September 30, 2017.

The Company estimates the fair value of its debt to approximate its carrying value. The Company’s implied credit rating and differences in key terms and conditions between the contractual rates of the current credit facility and currently available market rates for a similar arrangement are key factors in this estimate.

The Company’s borrowings under the New Credit Facility are legally long-term. However, the Company classifies the ABL facility as current as it includes a sweep feature whereby remittances from the Company’s customers are used to reduce the revolving debt outstanding.

$800,000 Asset Based Revolver (Predecessor)

Asset based revolver and Senior Notes at September 30, 2017 and 2016 are as follows:

	Successor				Predecessor
	2017				2016
	$800,000				$800,000
	Asset Based		$375,000		Asset Based		$375,000
	Revolver		Senior Notes		Revolver		Senior Notes
Balance at September 30	$	—	$	—	$	598,171	$	375,000
Less: unamortized deferred financing costs	—		—		1,237		5,325
Carrying value at September 30	$	—	$	—	$	596,934	$	369,675

In June 2011, the Company amended and restated its previous $950,000 revolving credit facility and executed a new, five-year term, $800,000 aggregate revolving credit facility. Under the terms of the Amended and Restated Credit Agreement (the “Agreement”), the Company could borrow up to the maximum credit facility subject to certain restrictions provided in the Agreement. The aggregate facility consisted of a $600,000 U.S. dollar denominated facility and a $200,000 U.S. dollar denominated Canadian facility. The borrowing base for each respective facility was determined based upon the assets available to pledge in each respective country.

Under the terms of the Agreement, the Company could elect to lock in the interest rate at LIBOR interest rates on the U.S. facility and Bankers Acceptance (“BA”) interest rates on the Canadian facility plus an applicable margin for periods of up to six months or at the lender’s prime rate plus an applicable margin. The applicable margins for each type of loan ranged from 2.25% to 3.00% for LIBOR and BA loans and 1.25% to 2.00% for prime rate loans depending on the Company’s debt ratios and availability at each measurement date. The effective interest rate was 5.92%, 3.03%, and 3.06%, at September 30, 2016, 2015, and 2014, respectively. A fee was payable monthly on the average unused portion of the maximum revolver amount for the preceding month. In addition, letters of credit totaling $2,922, and $2,242 were issued under the Agreement and were outstanding at September 30, 2016 and 2015, respectively.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Borrowings under the Agreement were secured by a first priority lien on, and security interest in, substantially all of the assets of MSC, RMI and MGFS including rental equipment, accounts receivable, and other property and equipment. Chippewa guaranteed all of the obligations of the borrowers and the other guarantors under the Agreement and such guarantee was secured by a first priority lien on, and security interest in, substantially all of Chippewa’s assets (which consisted of a substantial portion of the Company’s rental equipment and related lease payments due from MSC). Chippewa had not otherwise agreed to guarantee, and its assets were generally not available to support, other liabilities of such borrowers and guarantors. MSC guaranteed all of MFSC’s obligations under the Canadian facility and such guarantees were secured by a first priority lien on, and security interest in, substantially all of the assets of MSC, RMI and MGFS.

In addition, the Agreement required the maintenance of certain financial covenants if availability fell below $100,000 in the aggregate (or U.S facility availability was less than $50,000 or Canadian facility was less than $20,000 at any time) and required compliance with certain affirmative covenants and placed restrictions on, among other things, the use and disposition of assets and the incurrence of debt by the Company and its subsidiaries. Total borrowing availability under the Agreement was $127,963 and $173,043 at September 30, 2016 and 2015, respectively. The Company therefore was not subject to these financial maintenance covenants at September 30, 2016 or 2015.

On June 2, 2016, prior to maturity of the facility, the Company and the lenders entered into a forbearance and amendment agreement to extend the maturity of the facility to allow the Company to prepare a plan of reorganization.

As of September 30, 2016, the Company was in default under its revolving credit facility due to the failure to repay a portion of the revolving credit facility that matured on June 6, 2016.

In connection with the plan of reorganization, in March 2017, the Company and the lenders entered into a new amended and restated loan and security agreement. The new agreement includes a four-year U.S. revolving credit facility of $496,838, a Canadian revolving credit facility of $149,222, and U.S. term loans in an original principal amount of $70,628. As of March 2, 2017, the date the Company exited Chapter 11, the Company had $540,617 outstanding under such new agreement on a consolidated basis.

$375,000 Senior Notes (Predecessor)

In February 2014, MSC issued five-year, $375,000 senior secured second lien notes (the “Senior Notes”). The proceeds of the Senior Notes were used to repay all of outstanding indebtedness of a Second Lien Term Loan, to repay a portion of the Asset Based Revolver, and to pay for financing costs incurred in connection with the issuance of the Senior Notes. Under the terms of the Senior Notes, MSC was required to pay fixed-rate interest at a rate of 10.25% semi-annually on January 31 and July 31 of each year, which began on July 31, 2014. The Senior Notes were scheduled to mature on January 31, 2019.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

The Senior Notes were eligible to be redeemed, in whole or in part, at any time prior to January 31, 2016, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest, if any, plus a “make whole” premium. The Senior Notes could also be redeemed, in whole or in part, at any time on or after January 31, 2016, at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below plus accrued and unpaid interest, if any, if redeemed during the 12-month period beginning on:

Year	Redemption Price
January 31, 2016	105.125	%
January 31, 2017 and thereafter	102.563	%
January 31, 2018 and thereafter	100.000	%

The Senior Notes were guaranteed on a senior secured second lien basis by the Company, RMI, MGFS and Chippewa.

Upon the occurrence of a change of control, MSC was required to offer to purchase all of the outstanding Senior Notes at a purchase price equal to 101% of the outstanding principal amount, together with accrued and unpaid interest, if any.

MSC did not make its semi-annual interest due in July 2016 on the Senior Notes and therefore was in default under the indenture.

As a part of the Company’s plan of reorganization, in March 2017, the Senior Notes were exchanged, in their entirety, for new common equity of the reorganized company. The Company had $26,282 of accrued interest on the Senior Notes at September 30, 2016.

9. Stockholders’ Equity

Pursuant to the Plan, the Company’s pre-petition common stock was cancelled, and on the Effective Date, the reorganized Company’s certificate of incorporation was amended and restated to authorize 60,000,000 shares of common stock, with a par value of $0.01 per share, and 1,000,000 shares of preferred stock, with a par value of $0.01 per share. The Company had 29,233,375 shares of common stock and no shares of preferred stock outstanding at September 30, 2017, respectively.

Holders of the Company’s common stock (“Stockholders”) are entitled to one vote per share on all matters to be voted on by Stockholders. Dividends may be declared and paid on the common stock from funds available when determined by resolution of the Board and subject to any preferential dividend rights of any then-outstanding preferred stock. If and when dividends are declared, Stockholders are entitled to participate in such dividends ratably on a per-share basis.

Preferred stock may be issued in one or more series, with each series to consist of the number of shares and to have such voting powers as provided in a resolution or resolutions providing for the issue of such series adopted by the Board. If multiple series of preferred stock are issued, such different series will not constitute different classes of shares for the purpose of voting by classes unless expressly provided by resolution of the Board.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Pursuant to the Plan, warrants to purchase up to 1,250,000 common stock equity interests of the reorganized Company’s equity were issued. The warrants are comprised of two tranches. The first tranche consists of 750,000 warrants with an exercise price of $20.87 and the second tranche consists of 500,000 warrants with an exercise price of $24.29. The warrants expire on the earlier of March 2, 2024 or the date of consummation of a qualified asset sale, or the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its subsidiaries. The Company determined the fair value of warrants on the Effective Date using a Black Scholes pricing model. The fair value of warrants was determined to be $3,175 and $1,795 for the first and second tranches, respectively.

A Stockholders’ Agreement, dated March 2, 2017, between the Company and its Stockholders provides for certain registration rights, limitations on transfer of the Company’s common stock, preemptive rights to purchase new classes of the Company’s securities and other rights and obligations.

The Company may grant up to 2,471,625 stock options or restricted stock units pursuant to the Management Incentive Plan. As of September 30, 2017, there were 1,860,802 restricted stock awards granted and 610,823 awards available to be issued. Refer to Note 10 for further information.

10. Stock Based Compensation

At September 30, 2017, 2016, and 2015, the Company had in place stock-based employee compensation plans as described below. The total compensation expense related to these plans was $545 ($326 net of tax), $530 ($318 net of tax), $1,468 ($880 net of tax), and $1,234 ($740 net of tax), for the Successor period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016, and 2015, respectively, and is classified under selling, general, and administrative expenses in the accompanying consolidated statements of operations. In addition, the Company recognized accelerated stock compensation expense of $847 ($508 net of tax) which is included in loss on reorganization items, net in the Predecessor period ended March 2, 2017. Stock-based compensation for the Predecessor and Successor periods are not comparable.

In connection with the plan of reorganization as described in Note 1, all obligations of the Company under its Predecessor stock-based compensation plans were discharged and effectively cancelled all outstanding stock options and restricted shares. As a result, the Company recorded a reorganization adjustment which reflects accelerated recognition of compensation expense of $847, representing the unrecognized stock compensation related to Predecessor awards which were cancelled in connection with the plan of reorganization.

2017 Management Incentive Plan (Successor)

On July 24, 2017, the Board of Directors, in accordance with the plan of reorganization, approved the Management Incentive Plan (the “MIP”). The purpose of the MIP is to promote the interest of the Company and its stockholders by providing key employees and other service providers of the Company and its subsidiaries with an appropriate incentive to encourage them to continue in the employ of or service to the Company or its subsidiaries and to improve the growth, profitability and financial success of the Company and its subsidiaries.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

To accomplish the foregoing, the MIP provided that the Company may grant up to 2,471,625 shares in the aggregate, consisting of stock options and restricted stock units (“RSU’s”). To the extent that any award granted under the MIP terminates, expires, or is cancelled without having been exercised or settled, the shares covered by such an award shall be available for grant under the MIP. On July 24, 2017, 1,860,802 restricted stock units were issued to executive management and the Board of Directors, and 610,823 shares remained reserved for grants under the MIP.

Approximately 38% of the awards granted are Time-Based RSUs. Time-Based RSUs will vest annually over a four-year period, with 25% of the Time-Based RSUs vesting on each of the first four anniversaries of the emergence date, March 2, 2017, subject to continuous employment through each applicable vesting date, provided that if a Change in Control occurs while the participant is employed by the Company and prior to the final vesting date, the Time-Based RSUs shall immediately become fully vested. Settlement of the Time-Based RSUs shall be made on the earlier of the five-year anniversary of the applicable vesting date, or the occurrence of a change in control. The Company recognized $451 in compensation expense in the Successor period related to Time-Based RSU’s.

Approximately 42% of the awards granted are Equity Value-Based RSUs. Equity Value-Based RSUs will vest in accordance with: (i) Continuous employment through the effective date of a Change in Control or a Public Offering, as applicable; and (ii) Certain performance requirements are satisfied. The Equity Value-Based RSUs shall be subject to a performance requirement related to the Equity Value determined as of either (i) the date of a change in control or (ii) if a public offering occurs prior to the date of a change in control, based on the highest volume weighted average trading price of the shares during any consecutive 30 trading days during the period commencing on the date of the public offering and ending on the seven year anniversary of the emergence date, March 2, 2017; provided, that, if a change in control occurs following a public offering and prior to the settlement of the applicable RSUs, the performance requirement shall be determined based on the equity value as of the date of the change in control.

Equity Value per Share		Equity Value Vesting Percentage
$	9.56	0.00	%
$	14.72	20.00	%
$	17.30	30.00	%
$	22.46	50.00	%
$	28.91	75.00	%
$	35.36	100.00	%

Approximately 20% of the awards granted are Return On Invested Capital Based RSUs (the “ROIC-Based RSUs”). ROIC-Based RSUs will vest in accordance with: (i) Continuous employment by the Company or any of its subsidiaries through the earlier of the effective date of the Change in

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Control or December 31, 2021, except as provided herein; and (ii) The performance requirements are satisfied. The ROIC-Based RSUs shall be subject to a performance requirement based on the average quarterly ROIC Percentage during the ROIC calculation period divided by budgeted ROIC (as defined in the agreement). The number of such ROIC-Based RSUs that may become vested is equal to the greater of (i) the percentage of the ROIC-Based RSUs set forth in the table below or (ii) 80% of the ROIC-Based RSUs, if the average quarterly ROIC Percentage during any four (4) consecutive calendar quarters equals or exceeds 13.5%.

Average Quarterly ROIC
Percentage During ROIC		ROIC Performance
Calculation Period Divided		Requirement Vesting
by Budgeted ROIC		Percentage
90	%	0.00	%
95	%	20.00	%
100	%	40.00	%
150	%	70.00	%
200	%	100.00	%

The Company recognized $94 in compensation expense in the Successor period related to ROIC-Based RSU’s.

Restricted Stock Unit activity under the stock-based compensation plans as of September 30,2017, and changes since the Effective Date were as follows:

Restricted Stock Units - Time Based

	Number of Restricted Units	Fair Value per Unit
Oustanding at March 2, 2017	—	$	—
Granted	708,359	$	13.89
Exercised	—	—
Forfeited or expired	—	—
Outstanding at September 30, 2017	708,359	$	13.89

As of September 30, 2017, total compensation cost related to nonvested time based restricted stock units not yet recognized in expense is $9,388 which is expected to be recognized over a weighted-average period of 3.4 years.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Restricted Stock Units - Equity Based

	Number of Restricted Units	Fair Value per Unit
Oustanding at March 2, 2017	—	$	—
Granted	772,135	$	5.94
Exercised	—	—
Forfeited or expired	—	—
Outstanding at September 30, 2017	772,135	$	5.94

As of September 30, 2017, total compensation cost related to nonvested Equity Value-Based restricted stock units not yet recognized in expense is $4,586, which will be recognized once the Company determines that the performance conditions are probable to occur.

Restricted Stock Units - ROIC Based

	Number of Restricted Units	Fair Value per Unit
Oustanding at March 2, 2017	—	$	—
Granted	380,308	$	14.78
Exercised	—	—
Forfeited or expired	—	—
Outstanding at September 30, 2017	380,308	$	14.78

As of September 30, 2017, total compensation cost related to ROIC-based restricted stock units not yet recognized in expense is $2,391 which is expected to be recognized over a weighted-average period of 4.3 years.

Assumptions used in the Monte Carlo simulation model used to estimate the fair value of the Company’s Equity-based restricted stock units are presented below. The fair value of Time-based restricted stock units is approximately equal to the fair value of common stock as of the grant date, discounted for certain post-vesting restrictions on settlement of vested shares. The fair value of ROIC-based restricted stock units is approximately equal to the fair value of common stock as of the grant date.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

	Restricted Stock		Restricted Stock			Restricted Stock
	Units - Time		Units - Equity			Units - ROIC
Fair Value Per Unit ($)	$	13.89	$	5.94		14.78
Contractual term (in years)	9.0		7.0			4.8
Expected term (in years)	2.2		1.7			2.67
Expected volatility	N/A		60		%	N/A
Risk-free rate	N/A		0.67% - 1.99		%	N/A
Dividend yield	N/A		0		%	N/A

Predecessor Share-Based Compensation

All outstanding shares, options and grants under the Predecessor Share-Based Compensation Plans discussed below were discharged and effectively cancelled in connection with the plan of reorganization as described in Note 1.

2005 Stock Option Plan

On March 10, 2005, the Board of Directors, with consent from the Company’s primary stockholder, approved the 2005 Stock Option Plan (the “Plan”). The purpose of the Plan was to enable the Company to attract, retain and reward employees, directors, advisors and consultants and strengthen the existing mutuality of interests between such persons and the Company’s stockholders.

To accomplish the foregoing, the Plan provided that the Company may grant Nonqualified Stock Options to purchase an aggregate of 151,319 shares of the Company’s common stock. The Board of Directors amended the Plan on February 20, 2007 to increase the number of eligible shares to 886,319 shares of the Company’s common stock.

All options granted to date were exercisable at or above the estimated fair value of the Company’s common stock at the date of grant. The options vested ratably over five years, had exercise prices ranging from $13.25 to $62 per share and terminated seven years after issuance. All of the remaining grants were cancelled upon emergence from bankruptcy.

2009 Long-Term Incentive Pool Plan

On September 30, 2009, the Board of Directors, with consent from the Company’s primary stockholder, approved the 2009 Long-Term Incentive Pool Plan (the “2009 Plan”). The 2009 Plan provided that the Company may grant stock options and restricted shares to the Company’s employees. The awards under this plan were subject to service-based and/or performance and market-based vesting conditions. On June 4, 2013, the 2009 Plan was amended and restated by the Board of Directors with consent from the Company’s primary stockholder to authorize additional shares for issuance under the 2009 Plan (the “Amended and Restated 2009 Plan”). The maximum number of shares authorized to be granted pursuant to the 2009 Plan was increased to 2,082,667 from 536,667. All of the remaining grants were cancelled upon emergence from bankruptcy.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Fifty percent of the stock options issued under the Amended and Restated 2009 Plan vested ratably over a 5-year period subject to the completion of a service requirement. The remaining fifty percent of the stock options issued under the Amended and Restated 2009 Plan vested based on the achievement of performance and market conditions, which included the consummation of an initial public offering of the Company and the Company’s ability to maintain a certain average closing stock price in the post-initial public offering period.

Fifty percent of the restricted share awards issued under the Amended and Restated 2009 Plan vested based on the achievement of performance and market conditions, which included the consummation of an initial public offering of the Company and the Company’s ability to maintain a certain average closing stock price in the post-initial public offering period. The remaining fifty percent of the restricted share awards issued under the Amended and Restated 2009 Plan vested based on the achievement of either a combination of a performance condition, which required that the Company consummate an initial public offering of its common stock, and the employee’s continued service to the Company for a defined period of time in the post-initial public offering period, or the completion of a service requirement only, as determined pursuant to the actual award agreement. 9,500 and 375,000 restricted stock awards granted in 2014 and 2013, respectively, are subject to a service requirement only.

In 2015, the Board of Directors, with consent from the Company’s primary stockholder, provided eligible employees who were granted these restricted stock awards in 2014 and 2013 with an opportunity to forfeit and have the awards concurrently reissued with certain awards that were subject to vest at September 30, 2015. The vesting date for these awards pursuant to the new award agreements was July 15, 2017. 452,500 awards that were issued in 2016 represent awards that were forfeited and reissued with the revised vesting date, as accepted by employees. All other restricted share awards issued under the Amended and Restated 2009 Plan vested based on the achievement of the above-mentioned performance and market conditions or performance and service conditions. The restricted stock awards terminated seven years after issuance.

The Company has determined that the consummation of an initial public offering is not probable as of the reporting date and therefore has not recorded compensation expense for the performance and market-based stock option awards or any of the restricted share awards subject to both the performance and service condition described above. The Company recorded $1,254, and $926 in compensation expense for the years ended September 30, 2016, and 2015, respectively, related to restricted stock awards. The Company recorded $213, and $308, in compensation expense for service based awards in 2016, and 2015, respectively.

Activity under the stock-based compensation plans as of March 2, 2017, and September 30, 2016 and 2015 and changes during the years then ended, respectively, were as follows:

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Stock Option Awards - Service Based

					Weighted-
			Weighted-		Average
			Average		Remaining
			Exercise		Contactual
	Shares		Price		Term (Years)
Oustanding at September 30, 2014	548,666		$	22.17	4.0
Granted	58,500		16.40		7.0
Exercised	—		—		—
Forfeited or expired	(114,300	)	53.80		—
Outstanding at September 30, 2015	492,866		$	14.15	4.1
Granted	—		—		—
Exercised	—		—		—
Forfeited or expired	(176,400	)	15.32		—
Outstanding at September 30, 2016	316,466		$	13.50	4.1
Granted	—		—		—
Exercised	—		—		—
Forfeited or expired	—		—		—
Cancelled upon emergence from bankruptcy	(316,466	)	$	—	—
Outstanding at March 2, 2017 (Successor)	—		$	—	—

As of September 30, 2016, no options were exercised under the Plan.

As of September 30, 2016, total compensation cost related to service based nonvested option awards not yet recognized in expense was $287, which was expected to be recognized over a weighted-average period of 2.20 years.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Stock Option Awards - Performance and Market Condition Based

					Weighted-
			Weighted-		Average
			Average		Remaining
			Exercise		Contactual
	Shares		Price		Term (Years)
Outstanding at September 30, 2014	688,700		$	13.60	5.0
Granted	65,500		16.40		7.0
Exercised	—		—		—
Forfeited or expired	(28,800	)	13.36		—
Outstanding at September 30, 2015	725,400		$	13.87	4.2
Granted	—		—
Exercised	—		—
Forfeited or expired	(176,400	)	15.32
Outstanding at September 30, 2016	549,000		$	13.40	3.9
Granted	—		—		—
Exercised	—		—		—
Forfeited or expired	—		—		—
Cancelled upon emergence from bankruptcy	(549,000	)	$	—	—
Outstanding at March 2, 2017 (Successor)	—		$	—	—

As of September 30, 2016, no options have been exercised under the Plan.

As of September 30, 2016, total compensation cost related to nonvested performance and market condition based option awards not yet recognized in expense was $1,759, which would be recognized over the requisite service period once the Company determines that the performance and market based conditions are probable to occur.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Restricted Share Awards - Performance and Service Based

	Number of Restricted Shares		Weighted- Average Grant Date Fair Value
Outstanding at September 30, 2014	513,120		$	7.26
Granted	452,500		9.51
Exercised	—		—
Forfeited or expired	(457,900	)	6.74
Outstanding at September 30, 2015	507,720		$	9.73
Granted	—		—
Exercised	—		—
Forfeited or expired	(55,220	)	11.55
Outstanding at September 30, 2016	452,500		$	9.51
Granted	—		—
Exercised	—		—
Forfeited or expired	—		—
Cancelled upon emergence from bankruptcy	(452,500	)	$	9.51
Outstanding at March 2, 2017 (Successor)	—		$	—

Restricted Share Awards - Performance and Market Condition Based

			Weighted-
	Number of		Average
	Restricted		Grant Date
	Shares		Fair Value

Outstanding at September 30, 2014	236,120		$	6.32
Granted	—		—
Exercised	—		—
Forfeited or expired	(900	)	7.84
Outstanding at September 30, 2015	235,220		$	6.32
Granted	—		—
Exercised	—		—
Forfeited or expired	(55,220	)	7.84
Outstanding at September 30, 2016	180,000		$	5.85
Granted	—		—
Exercised	—		—
Forfeited or expired	—		—
Cancelled upon emergence from bankruptcy	(180,000	)	$	5.85
Outstanding at March 2, 2017 (Successor)	—		$	—

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

As of September 30, 2016, total compensation related to all nonvested restricted share awards not yet recognized in expense was $1,932 which is expected to be recognized over the requisite service period and once the Company determines that the performance and market based conditions are probable to occur.

Valuation and Expense Information

The fair value of the Company’s service-based option awards is estimated on the date of grant using the Black-Scholes model. The fair value of each performance and/or market-based (or combination of performance, market and service-based) option and restricted stock award is estimated on the date of grant using the Monte Carlo simulation technique.

The Black-Scholes and the Monte Carlo simulation valuation models require the input of subjective assumptions, including the expected stock price volatility and estimated option life. The Company currently does not intend to pay dividends on its common stock and, accordingly, no dividends have been assumed in its Black-Scholes calculation and Monte Carlo simulation. Since the Company’s common stock is not publicly traded, the expected volatility is based on analysis of expected volatilities of similar companies in the industry (peer group). The risk-free rates are based on the U.S. Treasury yield in effect at the time of the grant. The expected life computation was calculated using the contractual vesting period and contractual term of options to develop the range of possible exercise dates. An analysis of historical exercise and post vesting cancellation behavior was then utilized to estimate where within this range the exercise or post vesting cancellation may occur.

Stock Options. Assumptions used in the Black-Scholes model to estimate the fair value of service-based option grants are presented below.

	Year Ended			Year Ended
	September 30,			September 30,
	2016			2015

Weighted-average fair value of grants	$	—		$	2.05
Contractual term (in years)	—			7.0
Expected term (in years)	—			5.0
Expected volatility	—		%	32.4		%
Risk-free rate	—		%	1.6		%
Dividend yield	—		%	0.0		%

Assumptions used in the Monte Carlo simulation model to estimate the fair value of service and performance-based option grants are presented below.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

	Year Ended			Year Ended
	September 30,			September 30,
	2016			2015

Weighted-average fair value of grants	$	—		$	4.92
Contractual term (in years)	—			7.0
Expected volatility	—		%	45.0-75.0		%
Risk-free rate	—		%	0.65-1.91		%
Dividend yield	—		%	0.0		%

Restricted Stock Awards. The fair value of each restricted stock award is calculated using the estimated market price of the Company’s common stock on the date of grant. The fair value of each performance and/or market-based restricted stock award assumes that the relevant performance criteria will be met. Compensation cost is adjusted for subsequent changes in the outcome of performance-related conditions until the award vests.

Assumptions used in the Monte Carlo simulation model to estimate the fair value of performance and service based restricted stock award grants are presented below.

	Year Ended September 30, 2016			Year Ended September 30, 2015
Weighted-average fair value of grants	$	—		$	9.51
Expected volatility	—		%	45.0		%
Risk-free rate	—		%	0.68		%
Dividend yield	—		%	0.0		%

11. Income Taxes

The components of the Company’s provision (benefit) for income taxes for the Successor period from March 3, 2017 through September 30, 2017 and for the Predecessor period from October 1, 2016 through March 2, 2017 and for the Predecessor years ended 2016 and 2015 are as follows:

	Successor								Predecessor
	Period from March 3, 2017 to September 30, 2017								Period from October 1, 2016 to March 2, 2017
	Domestic			Foreign		Total			Domestic		Foreign			Total
Current	$	498		$	640	$	1,138		$	286	$	(303	)	$	(17	)
Deferred	(5,604		)	632		(4,972		)	1,222		(10,151		)	(8,929		)
	$	(5,106	)	$	1,272	$	(3,834	)	$	1,508	$	(10,454	)	$	(8,946	)

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

	Predecessor
	Year ended September 30, 2016							Year ended September 30, 2015
	Domestic		Foreign			Total		Domestic			Foreign		Total
Current	$	770	$	1,173		$	1,943	$	487		$	3,016	$	3,503
Deferred	13,255		(6,130		)	7,125		(4,963		)	4,283		(680		)
	$	14,025	$	(4,957	)	$	9,068	$	(4,476	)	$	7,299	$	2,823

Income (Loss) before income tax for the Successor period from March 3, 2017 through September 30, 2017 and for the Predecessor period from October 1, 2016 through March 2, 2017 and for the Predecessor years ended 2016 and 2015 are as follows:

	Successor			Predecessor
	Period from March 3, 2017 to September 30, 2017			Period from October 1, 2016 to March 2, 2017			Year ended September 30, 2016			Year ended September 30, 2015
Domestic	$	(7,855	)	$	(72,025	)	$	(60,508	)	$	(59,768	)
Foreign	5,079			(69,725		)	(26,258		)	25,711
Total Income (Loss) before income tax	$	(2,776	)	$	(141,750	)	$	(86,766	)	$	(34,057	)

A reconciliation of the U.S. federal statutory rate to our effective tax rate is as follows:

	Successor			Predecessor
	Period from March 3, 2017 to September 30, 2017			Period from October 1, 2016 to March 2, 2017			Year ended September 30, 2016			Year ended September 30, 2015
Pretax loss before income taxes	$	(2,776	)	$	(141,750	)	$	(86,766	)	$	(34,057	)
US Federal Statutory Rate	35		%	35		%	35		%	35		%
US Federal Income tax (benefit) expense	(972		)	(49,612		)	(30,368		)	(11,920		)
Non-deductible permanent differences	88			63			440			191
State income tax (benefit) expense, net of federal (benefit) expense	(2,890		)	(1,621		)	3,098			(5,581		)
Valuation allowances	1,137			12,820			19,292			20,957
Unremitted foreign earnings	(29		)	(984		)	10,658			5
Foreign rate differential	(414		)	3,685			1,372			(2,181		)
Rate change	(25		)	(64		)	(336		)	1,089
Impact of restructuring	(1,980		)	15,504			—			—
Non-deductible transaction costs	671			3,828			2,591			—
Non-deductible stock compensation expenses	—			1,659			245			542
Non-deductible goodwill impairment	—			—			3,136			—
Deferred adjustment	(2		)	5,776			(977		)	(16		)
Other	582			—			(83		)	(263		)
Income tax (benefit) expense	$	(3,834	)	$	(8,946	)	$	9,068		$	2,823
Effective tax rate	138.11		%	6.31		%	-10.45		%	-8.29		%

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

Deferred tax assets (liabilities) at September 30, 2017 and 2016 consist of the following:

	Year ended September 30, 2017									Year ended September 30, 2016
	Domestic			Foreign			Total			Domestic			Foreign			Total
Depreciation	$	(183,181	)	$	(30,555	)	$	(213,736	)	$	(227,167	)	$	(37,403	)	$	(264,570	)
Amortization	(1,313		)	4,641			3,328			4,039			3,346			7,385
Stock option expense	203			—			203			1,663			—			1,663
Loss carryforwards	256,648			—			256,648			276,023			—			276,023
Advanced rent	3,883			—			3,883			4,375			—			4,375
Unremitted earnings	(9,644		)	—			(9,644		)	(10,657		)	—			(10,657		)
Other	11,787			1,144			12,931			11,690			993			12,683
	78,383			(24,770		)	53,613			59,966			(33,064		)	26,902
Valuation allowance	(104,886		)				(104,886		)	(90,928		)				(90,928		)
	$	(26,503	)	$	(24,770	)	$	(51,273	)	$	(30,962	)	$	(33,064	)	$	(64,026	)

The Company has evaluated the full impact of the reorganization on our carryover tax attributes and believes it will not incur an immediate cash income tax liability as a result of emergence from bankruptcy. The Company will be able to fully absorb cancellation of debt income (CODI) with NOL carryforwards. The remaining NOL carryforward will be limited under Sec. 382 due to the change in control annual limitation. The deferred tax asset associated with the NOLs expected to expire was written off as of September 30, 2017. The remaining U.S. federal and U.S. state loss carryforwards after CODI and excess Sec. 382 limitation is $655,000 as of September 30, 2017. The U.S. Federal loss carryforwards will begin to expire in 2022, while the state carryforwards begin to expire in 2017.

The Company has recorded a $104,886 valuation allowance on certain U.S. federal and state loss carryforwards as it is more likely than not that they will not generate sufficient taxable income to realize all of the future tax benefits associated with such federal and state tax net operating loss carryforwards. In making its assessment, management weighs both positive and negative evidence as prescribed by applicable accounting guidance, for example recent operating results and permanent differences for tax purposes. The Company’s cumulative loss position, for U.S. federal and state purposes, in the most recent three-year period, inclusive of the loss for the year ended September 30, 2017, represents sufficient negative evidence to require a valuation allowance under the provisions of ASC 740. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. Although realization is not assured, the Company has concluded that the remaining deferred tax assets as of September 30, 2017 will be realized based on the scheduling of deferred tax liabilities. The amount of the deferred tax assets actually realized, however, could vary if there are differences in the timing or amount of future reversals of existing deferred tax liabilities. Should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.

The Company’s effective tax rate differs from the statutory tax rate primarily due to the increase in the valuation allowance recorded against deferred tax assets in the U.S., lower statutory tax rates in foreign jurisdictions, non-deductible transaction costs, cancellation of indebtedness income, and deferred tax on the unremitted earnings of its foreign subsidiary.

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

At September 30, 2017 and 2016, the Company’s cumulative unremitted earnings of its foreign subsidiary are not considered permanently reinvested and a liability for income and withholding taxes has been provided.

The Company does not have any uncertain tax positions for which it is reasonably possible that the amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of selling, general and administrative expense. During the fiscal years ended September 30, 2017, 2016 and 2015 interest and penalties accrued were not material.

The Company files annual tax returns in the various federal, international, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by the Company. The Company’s number of open tax years varies by jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before September 30, 2013. In certain loss jurisdictions, the statute may be extended and the Company subject to examination until losses are utilized. The company is currently under audit in Canada for the year ended September 30, 2013 and September 30, 2014.

12. Commitments and Contingencies

The Company leases certain facilities under non-cancellable operating leases. Total rent expense under all operating leases was approximately $9,658, $6,704, $15,887, and $14,400 for the Successor period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016, and 2015, respectively. As of September 30, 2017, future minimum rental commitments under all non-cancellable operating leases are as follows:

Fiscal year ending September 30,
2018	$	13,489
2019	12,538
2020	9,599
2021	7,582
2022	6,882
Therafter	18,822
Total	$	68,912

In the normal course of business, the Company may be subject to litigation. In August 2016, the Company reached a settlement agreement with one of its customers in connection with a large custom sale. The sale originated in fiscal 2013 and was completed in fiscal 2014. Based on the terms of the agreement, the Company charged off the receivable balance of $12,662 through the contingency reserve established in fiscal 2014 with no resulting impact to the consolidated statements of operations. While the Company is seeking recourse from its suppliers, the Company

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

has not reflected any recovery from its suppliers as the recovery cannot be reasonably estimated and is uncertain at this time.

13. Related Party Transactions

Prior to the Company’s Plan, the Predecessor Company had entered into a management services agreement with Calera Capital requiring semi-annual payments of $750 on October 1 and April 1. Management fees, including expenses, paid to Calera Capital totaled $919, and $1,707 for the Predecessor years ended September 30, 2016 and 2015, respectively. No fees were paid to Calera Capital in the Predecessor or Successor periods ended March 2, 2017 and September 30, 2017, respectively. The $750 October 2016 semi-annual payment was not due and payable as of September 30, 2016, as a result of the June 2, 2016 amendment and forbearance agreement.

In connection with the Company’s Plan, Calera Capital has a subordinated management agreement claim contingent upon a Qualifying Liquidity Event (as defined in the Plan), which is capped in the amount of $1,100. The claim is extinguished if no Qualifying Liquidity Event occurs within five years after the Effective Date of the Plan. The Company has determined that a Qualifying Liquidity Event is not probable as of September 30, 2017, and therefore has not recorded any amounts related to the claim.

The Predecessor Company incurred fees of $85 for the Predecessor year ended September 30, 2015, in connection with consulting services provided by certain members of the Board of Directors.

The Company’s former Dulles, Virginia corporate headquarters was leased from an entity owned and operated by certain minority common shareholders. Rent expense relating to this operating lease was approximately $70 and $168 in the Predecessor years ended September 30, 2016 and 2015, respectively. The lease terminated in February 2016, and there are no future minimum rental commitments associated with this related party subsequent to the lease termination date.

Certain members of the Company’s post-emergence board of directors received 87,821 restricted stock units which are included within the reported amounts of restricted stock units granted during 2017 as described in Note 10. In October 2017, an additional 49,568 restricted stock units were granted to the board of directors.

14. Employee Benefit Plan

The Company sponsors a retirement savings plan under Section 401(k) of the Internal Revenue Code for all full-time employees who have completed 30 days of service and have attained age 21. Employees are permitted to contribute annual compensation limited by the amounts prescribed by law. The Company provides a matching amount equal to a percentage of the employee’s contributions and may make an additional annual contribution at the discretion of the Board of Directors. Company contributions become vested over a five-year period. The Company recorded discretionary and matching contributions of $692, $448, $1,075, and $951, for the Successor

Modular Space Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands except share data)

period ended September 30, 2017, the Predecessor period ended March 2, 2017 and the Predecessor years ended September 30, 2016, and 2015, respectively.

15. Subsequent Events

On December 22, 2017, President Trump signed into law H.R. 1, originally known as the “Tax Cuts and Jobs Act” (the “Act”). The legislation incudes substantial changes to the taxation of businesses in all industries. Such changes include but are not limited to the following: reduction of corporate tax rate to 21%, repeal of the Alternative Minimum Tax (AMT), changes to the taxation of multinational entities, limitation on deductibility of interest, changes to net operating loss usage and carry over period for losses generated after January 1, 2018 and changes to recoverability of capital investment. The Act impacts the Company for tax periods outside of this financial statement report. The Company estimates that the impact of the Act on deferred taxes is a decrease of the deferred tax liability of approximately $5,000 to $6,000 and the change to taxes payable is not material as of the balance sheet date. The impact is mainly due to corporate tax rate reduction, repeal of AMT and repatriation of foreign earnings.

The Company evaluated all events or transactions that occurred after September 30, 2017 through January 16, 2018 the date these consolidated financial statements were available to be issued and concluded that there were no other subsequent events required to be disclosed in the Company’s consolidated financial statements that have not been previously disclosed elsewhere.

Events Subsequent to Original Issuance of Financial Statements (Unaudited)

In connection with the reissuance of the financial statements, the Company has evaluated subsequent events through July 20, 2018, the date the financial statements were available to be reissued.

On June 21, 2018, Modular Space Holdings, Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, WillScot Corporation, a Delaware corporation (“Parent”), Mason Merger Sub, Inc., a Delaware corporation and an indirect, majority- owned subsidiary of Parent (“Merger Sub”), and NANOMA LLC, solely in its capacity as the representative of the Holders (the “Holder Representative”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and an indirect, majority-owned subsidiary of Parent (the “Merger”). WillScot Corporation will indirectly acquire the Company for a purchase price comprising $1,063,750 of cash consideration, 6,458,500 shares of WillScot Corporation Class A common sock and warrants to purchase 10,000,000 shares of WillScot Corporation Class A common stock at an exercise price of $15.50 per share, subject to customary adjustments.

Exhibit 99.2

Modular Space Holdings, Inc. and Subsidiaries

Condensed Consolidated Financial Statements As of June 30, 2018 and September 30, 2017 and for the Three and Nine Months Ended June 30, 2018 and the Three Months Ended June 30, 2017 (Successor) and the Period from March 3, 2017 through June 30, 2017 (Successor) and from October 1, 2016 through March 2, 2017 (Predecessor)

Modular Space Holdings, Inc. and Subsidiaries

Index

	Page(s)
Unaudited Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Balance Sheets as of June 30, 2018 and September 30, 2017	1

Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2018 and the three months ended June 30, 2017 (Successor) and the period from March 3, 2017 through June 30, 2017 (Successor) and from October 1, 2016 through March 2, 2017 (Predecessor)	2

Unaudited Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2018 and the three months ended June 30, 2017 (Successor) and the period from March 3, 2017 through June 30, 2017 (Successor) and from October 1, 2016 through March 2, 2017 (Predecessor)	3

Unaudited Statements of Stockholders’ Equity for the nine months ended June 30, 2018 (Successor) and the period from March 3, 2017 through June 30, 2017 (Successor) and the period from October 1, 2016 through March 2, 2017 (Predecessor)	4

Unaudited Statements of Cash Flows for the nine months ended June 30, 2018 (Successor) and the period from March 3, 2017 through June 30, 2017 (Successor) and the period from October 1, 2016 through March 2, 2017 (Predecessor)	5

Unaudited Notes to the Condensed Consolidated Financial Statements	6–14

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

As of June 30, 2018 and September 30, 2017

(In thousands except share data)

	Successor
	June 30, 2018		September 30, 2017
Assets
Cash	$	151	$	1,476
Accounts receivable, net of allowance for doubtful accounts of $6,444 and $1,331, respectively	79,053		74,256
Lease receivables, net of allowance for doubtful accounts of $97 and $63 respectively	1,335		2,029
Prepaid expenses and other current assets	14,911		10,964
Total current assets	95,450		88,725
Rental equipment, net (Note 4)	845,298		855,402
Other property and equipment, net (Note 5)	122,975		127,040
Intangible assets, net (Note 6)	12,649		13,144
Other non-current assets	671		1,193
Total assets	$	1,077,043	$	1,085,504
Liabilities and Stockholders’ Equity
Liabilities
Accounts payable	$	8,441	$	12,073
Accrued expenses	39,780		35,111
Advance rents	18,008		11,119
Current portion of term loans (Note 7)	6,726		5,664
Asset based revolver (Note 7)	440,021		454,070
Total current liabilities	512,976		518,037
Term loans (Note 7)	56,426		61,949
Deferred income taxes (Note 9)	45,402		51,273
Total liabilities	614,804		631,259
Commitments and Contingencies (Note 10)
Stockholders’ Equity
Common stock - 60,000,000 shares of $0.01 par value per share authorized and 29,233,375 shares outstanding as of June 30, 2018 and September 30, 2017	292		292
Preferred stock - 1,000,000 shares of $0.01 per value per share authorized, none outstanding	—		—
Additional paid-in capital	446,023		443,472
Warrants	4,970		4,970
Retained earnings	10,532		1,058
Accumulated other comprehensive income	422		4,453
Total stockholders’ equity	462,239		454,245
Total liabilities and stockholders’ equity	$	1,077,043	$	1,085,504

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In thousands except share data)

	Successor				Successor						Predecessor
	Three Months		Three months		Nine Months			Period from			Period from
	Ended		Ended		Ended			March 3,2017 to			October 1,2016 to
	June 30, 2018		June 30, 2017		June 30, 2018			June 30, 2017			March 2, 2017
Revenues
Leasing	$	67,034	$	61,166	$	194,496		$	71,030		$	99,024
Sales of rental equipment
New units	10,819		9,940		29,465			13,691			21,542
Lease units	8,808		6,573		25,389			10,116			11,265
Delivery, installation and site services	34,920		30,886		89,699			42,887			47,920
Total revenues	121,581		108,565		339,049			137,724			179,751

Leasing and sales costs
Cost of rental equipment sold
New units	8,746		7,815		23,424			10,556			17,046
Lease units	6,115		4,734		16,731			7,464			8,865
Delivery, installation and site services	24,499		23,401		65,748			32,282			37,456
Depreciation	12,372		14,060		36,001			17,786			26,288
Maintenance and other	23,496		21,428		65,800			28,137			33,508
Total leasing and sales costs	75,228		71,438		207,704			96,225			123,163
Gross profit	46,353		37,127		131,345			41,499			56,588

Operating and other expenses
Selling, general and administrative	32,490		28,671		98,285			40,104			43,433
Interest, including amortization of deferred financing costs	8,160		7,392		23,554			9,977			39,642
Loss on reorganization items, net	—		—		—			—			97,121
Restructuring and merger costs	2,432		—		4,649			135			18,142
Total operating and other expenses	43,082		36,063		126,488			50,216			198,338
Net income (loss) before income taxes	3,271		1,064		4,857			(8,717		)	(141,750		)
Income tax (benefit) expense	781		—		(4,617		)	(3,834		)	(8,946		)
Net income (loss)	$	2,490	$	1,064	$	9,474		$	(4,883	)	$	(132,804	)

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands except share data)

	Successor					Successor						Predecessor
	Three Months			Three months		Nine Months			Period from			Period from
	Ended			Ended		Ended			March 3,2017 to			October 1,2016 to
	June 30, 2018			June 30, 2017		June 30, 2018			June 30, 2017			March 2, 2017

Net income (loss)	$	2,490		$	1,064	$	9,474		$	(4,883	)	$	(132,804	)
Other comprehensive income (loss)
Cumulative translation adjustment	(1,362		)	80		(4,031		)	(349		)	(633		)
Reclassification of cumulative translation adjustment to net loss realized upon reorganization	—			—		—			—			16,748
Other comprehensive income (loss)	(1,362		)	80		(4,031		)	(349		)	16,115
Total comprehensive income (loss)	$	1,128		$	1,144	$	5,443		$	(5,232	)	$	(116,689	)

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(In thousands except share data)

																Retained			Accumulated
	Class A												Additional			Earnings			Other			Total
	Common Stock					Common Stock							Paid-in			(Accumulated			Comprehensive			Stockholders’
	Shares		Amount			Shares		Amount			Warrants		Capital			Deficit)			Income/(Loss)			Equity

Balance at October 1, 2016 (Predecessor)	21,383,894		$	2		3,499,944		$	35		$	—	$	345,905		$	(196,247	)	$	(16,115	)	$	133,580
Stock compensation expense	—		—			—		—			—		1,377			—			—			1,377
Net Loss	—		—			—		—			—		—			(132,804		)	—			(132,804		)
Other Comprehensive Income	—		—			—		—			—		—			—			16,115			16,115
Cancellation of Predecessor equity	(21,383,894	)	(2		)	(3,499,944	)	(35		)	—		(347,282		)	329,051			—			(18,268		)
Balance at March 2, 2017 (Predecessor)	—		—			—		—			—		—			—			—			—
Issuance of Successor common stock and warrants	—		—			29,233,375		292			4,970		442,927			—			—			448,189
Balance at March 2, 2017 (Predecessor)	—		—			29,233,375		292			4,970		442,927			—			—			448,189

Balance at March 3, 2017 (Successor)	—		—			29,233,375		292			4,970		442,927			—			—			448,189
Stock compensation expense	—		—			—		—			—		545			—			—			545
Net Income	—		—			—		—			—		—			1,058			—			1,058
Other Comprehensive Income	—		—			—		—			—		—			—			4,453			4,453
Balance at September 30, 2017 (Successor)	—		—			29,233,375		292			4,970		443,472			1,058			4,453			454,245
Stock compensation expense (Note 8)	—		—			—		—			—		2,551			—			—			2,551
Net Income	—		—			—		—			—		—			9,474			—			9,474
Other Comprehensive Income	—		—			—		—			—		—			—			(4,031		)	(4,031		)
Balance at June 30, 2018 (Successor)	—		$	—		29,233,375		$	292		$	4,970	$	446,023		$	10,532		$	422		$	462,239

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands except share data)

	Successor						Predecessor
	Nine Months			Period from			Period from
	Ended			March 3,2017 to			October 1,2016 to
	June 30, 2018			June 30, 2017			March 2, 2017

Cash flows from operating activities
Net income (loss)	$	9,474		$	(4,883	)	$	(132,804	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Non-cash interest	—			—			6,824
Provision for doubtful accounts	4,974			777			1,787
Provision for customer credits	1,891			1,454			1,887
Reorganization items	—			—			96,174
Stock-based compensation expense	2,551			—			530
Depreciation and amortization	44,283			20,870			29,707
Gain on sale of rental equipment	(9,005		)	(2,653		)	(2,400		)
Gain on sale of property and equipment	—			(240		)	—
Deferred gain on sale of other property and equipment	—			—			(572		)
Deferred income taxes, net of valuation allowance	(4,617		)	(3,834		)	(8,929		)
Changes in
Accounts receivable	(13,511		)	(930		)	8,996
Prepaid expenses and other assets	(3,473		)	(882		)	344
Deferred gain on sale of property and equipment
Accounts payable and accrued expenses	1,287			(13,138		)	6,733
Advance rents	6,942			6,781			2,382
Net cash provided by operating activities	40,796			3,322			10,659
Cash flows from investing activities
Purchases of rental equipment and other property and equipment	(51,588		)	(23,900		)	(23,666		)
Proceeds from sale of rental equipment	25,031			10,877			11,395
Proceeds from sale of other property and equipment	—			1,474			—
Leasing receivables
Originations	(343		)	(159		)	(1,131		)
Payments received	1,099			774			1,130
Net cash used in investing activities	(25,801		)	(10,934		)	(12,272		)
Cash flows from financing activities
Proceeds from asset based revolver	362,205			152,871			247,217
Payments on asset based revolver	(374,072		)	(166,208		)	(298,819		)
Payments on term loans	(4,461		)	(1,599		)	—
Proceeds from rights offering investment by second lien noteholders	—			—			89,939
Financing costs paid	—			—			(13,892		)
Net cash (used in) provided by financing activities	(16,328		)	(14,936		)	24,445
Effect of exchange rate changes on cash	8			98			(192		)
Net (decrease) increase in cash and cash equivalents	(1,325		)	(22,450		)	22,640
Cash and cash equivalents
Beginning of period	1,476			23,499			859
End of period	$	151		$	1,049		$	23,499
Supplemental disclosures of cash flow information
Cash paid during the period for Interest	$	23,513		$	8,443		$	16,831
Income tax payments, net	435			534			528
Cash paid for reorganization items	—			2,592			947
Non cash activity during the period for Equipment purchases included in accounts payable	940			418			482

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

1. Basis of Presentation

The unaudited condensed consolidated financial statements of Modular Space Holdings, Inc., a Delaware corporation, and its Subsidiaries (collectively, “ModSpace” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. The unaudited condensed consolidated financial statements do not include all of the information or notes necessary for a complete presentation in accordance with GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s annual financial statements as of September 30, 2017. The results of operations for the three and nine months ended June 30, 2018 and the three months ended June 30, 2017 (Successor) and the period from March 3, 2017 through June 30, 2017 (Successor) and from October 1, 2016 through March 2, 2017 (Predecessor) are not necessarily indicative of the operating results for the full year.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2018, and its results of operations for the three and nine months ended June 30, 2018 and the three months ended June 30, 2017 (Successor) and the period from March 3, 2017 through June 30, 2017 (Successor) and from October 1, 2016 through March 2, 2017 (Predecessor), and cash flows for the nine months ended June 30, 2018 (Successor), and the periods from March 3, 2017 to June 30, 2017 (Successor) and October 1, 2016 to March 2, 2017 (Predecessor). The condensed consolidated balance sheet at September 30, 2017, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

Certain prior year amounts have been reclassified to conform to the current period presentation.

Fresh Start Accounting

Upon the Company’s emergence from Chapter 11 bankruptcy, the Company adopted fresh start accounting, pursuant to FASB ASC 852, “Reorganizations”, and applied fresh start accounting to its financial statements because (i) the holders of existing voting shares of the Company prior to its emergence received less than 50% of the voting shares of the Company outstanding following its emergence from bankruptcy and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the plan of reorganization was less than the post-petition liabilities and allowed claims. Adopting fresh start accounting results in a new reporting entity for financial reporting purposes with no beginning retained earnings or deficit as of the fresh start reporting

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

date. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the Successor Company caused a related change of control of the Company under ASC 852. As a result of the application of fresh start accounting, as well as the effects of the implementation of the Plan, the condensed consolidated financial statements as of March 2, 2017 forward are not comparable with the condensed consolidated financial statements prior to that date which were prepared on a historical basis of accounting. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to March 2, 2017. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company prior to and including March 2, 2017. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the financial statements on or after March 3, 2017 are not comparable to the financial statements prior to that date.

The Company elected to apply fresh start accounting effective March 1, 2017, to coincide with the start of its normal monthly accounting period, which resulted in the Company becoming a new entity for financial reporting purposes. The Company evaluated and concluded that events between March 1, 2017 and March 3, 2017 were immaterial and use of an accounting convenience date of March 1, 2017 was appropriate. As such, fresh start accounting is reflected in the accompanying condensed consolidated balance sheet as of September 30, 2017 and related fresh start adjustments are included in the accompanying statement of operations for the Predecessor period from October 1, 2016 through March 2, 2017.

2. Merger Transaction

WillScot Corporation will indirectly acquire the Company for a purchase price comprising $1,063,750 of cash consideration, 6,458,500 shares of WillScot Corporation Class A common stock and warrants to purchase 10,000,000 shares of WillScot Corporation Class A common stock at an exercise price of $15.50 per share, subject to customary adjustments.

The Company incurred $2.4 million in merger transaction costs for the three and nine months ended June 30, 2018.

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

3. Operating Lease Receivables

As of June 30, 2018, future minimum rental payments due to the Company under noncancellable operating leases of rental equipment to be received in the remainder of 2018 and the fiscal years thereafter are as follows:

Fiscal year ending September 30,
2018	$	39,896
2019	65,400
2020	22,871
2021	8,615
2022	3,808
Thereafter	1,225
Minimum Operating Lease Receivables	$	141,815

4. Rental Equipment

The components of rental equipment at June 30, 2018 and September 30, 2017 are as follows:

	Successor			Successor
	June 30, 2018			September 30, 2017

Mobile offices and modular structures	$	901,198		$	883,202
Additional lease costs	1,893			1,771
	903,091			884,973
Less: Accumulated depreciation	(57,793		)	(29,571		)
Rental equipment, net	$	845,298		$	855,402

Depreciation expense of rental equipment of $12,372 and $14,060 for the Successor three months ended June 30, 2018 and the Successor three months ended June 30, 2017, respectively, is included in total leasing and sales costs in the condensed consolidated statements of operations.

Depreciation expense of rental equipment of $36,001, $17,786 and $26,288 for the Successor nine months ended June 30, 2018, the Successor period from March 3, 2017 to June 30, 2017 and the Predecessor period from October 1, 2016 to March 2, 2017, respectively, is included in the total leasing and sales costs in the condensed consolidated statements of operations.

Included in depreciation expense is $135 and $208 of accelerated depreciation expense for the Successor three months ended June 30, 2018, and the Successor three months ended June 30, 2017, respectively, in connection with assets that were rebuilt as part of the Company’s refurbishment capabilities.

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

Included in depreciation expense is $365, $293 and $4,490 of accelerated depreciation expense for the Successor nine months ended June 30, 2018, the Successor period from March 3, 2017 to June 30, 2017 and the Predecessor period from October 1, 2016 to March 2, 2017, respectively, in connection with assets that were rebuilt as part of the Company’s refurbishment capabilities.

5. Other Property and Equipment

The components of other property and equipment at June 30, 2018 and September 30, 2017 are as follows:

	Successor
	June 30, 2018			September 30, 2017

Buildings	$	17,232		$	17,295
Modular Offices and related improvements	7,292			7,355
Leasehold Improvements	20,558			16,966
Computer equipment and software	8,271			7,767
Office Furniture, Fixtures, and Other	3,268			2,335
	56,621			51,718
Less: Accumulated depreciation and amortization	(12,452		)	(4,665		)
	44,169			47,053
Land	78,806			79,987
	$	122,975		$	127,040

Depreciation and amortization expense of other property and equipment of $2,598 and $2,141 for the Successor three months ended June 30, 2018 and the Successor three months ended June 30, 2017, respectively, is included in selling, general and administrative expenses in the condensed consolidated statements of operations.

Depreciation and amortization expense of other property and equipment of $7,787, $2,865 and $3,419 for the Successor nine months ended June 30, 2018, the Successor period from March 3, 2017 to June 30, 2017 and the Predecessor period from October 1, 2016 to March 2, 2017, respectively, is included in selling, general and administrative expenses in the condensed consolidated statements of operations.

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

6. Other Intangible Assets

The following table reflects the components of other intangible assets as of June 30, 2018 and September 30, 2017:

		Successor				Successor
		June 30, 2018				September 30, 2017
	Remaining	Gross				Gross
	Useful	Carrying		Accumulated		Carrying		Accumulated
	Life (Years)	Amount		Amortization		Amount		Amortization

Trade name / Trademark	Indefinite	$	8,718	$	—	$	8,718	$	—
Leasehold interest	6.6	4,810		879		4,810		384
		$	13,528	$	879	$	13,528	$	384

Amortization expense of other intangible assets of $165 for the Successor three months ended June 30, 2018 and June 30, 2017 is included in selling, general and administrative expenses in the condensed consolidated statements of operations.

Amortization expense of other intangible assets of $495 and $219 for the Successor nine months ended June 30, 2018 and the Successor period from March 3, 2017 to June 30, 2017, respectively, is included in selling, general and administrative expenses in the condensed consolidated statements of operations.

7. Debt

As of June 30, 2018, there was $503,173 of borrowings outstanding under the Credit Agreement, inclusive of $63,152 of term loans as follows:

	Successor
	June 30, 2018			September 30, 2017
Term loans	$	63,152		$	67,613
Less: Current portion of term loans	(6,726		)	(5,664		)
Total long-term debt	$	56,426		$	61,949

Included within the reported asset based revolver balance on the condensed consolidated balance sheet at June 30, 2018 is $8,414 of bank overdrafts that have been reclassified from cash for financial reporting purposes.

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

Scheduled repayments of the term loans for the remainder of 2018 and the succeeding fiscal years are as follows:

Fiscal year ending September 30,
2018	$	1,416
2019	7,788
2020	9,912
2021	44,036
	$	63,152

There was approximately $101,646 of additional borrowing availability under the Credit Agreement as of June 30, 2018. In addition, letters of credit totaling $4,798, were issued under the Credit Agreement and were outstanding at June 30, 2018.

Borrowings under the Credit Agreement are secured by a first priority lien on, and security interest in, substantially all of the assets of Modular Space Corporation (“MSC”), Resun ModSpace, Inc. (“RMI”) and ModSpace Government Financial Services, Inc. (“MGFS”) including rental equipment, accounts receivable, and other property and equipment. Chippewa has guaranteed all of the obligations of the borrowers and the other guarantors under the New Credit Agreement and such guarantee is secured by a first priority lien on, and security interest in, substantially all of Resun Chippewa, LLC’s (“Chippewa”) assets (which consist of a substantial portion of the Company’s rental equipment and related lease payments due from MSC). Chippewa has not otherwise agreed to guarantee, and its assets are generally not available to support, other liabilities of such borrowers and guarantors. MSC, RMI and MGFS guaranteed all of MFSC’s obligations under the Canadian facility and such guarantees are secured by a first priority lien on, and security interest in, substantially all of the assets of MSC, RMI and MGFS.

Outstanding amounts under the Credit Agreement, including the term loans, bear interest at our option at either: (i) LIBOR or Banker’s Acceptance rate (“BA Rate”) plus a defined margin, or (ii) the Agent (as defined in the Credit Agreement) bank’s prime rate or base rate plus a margin. The applicable margin for each type of loan is based on a leverage-based pricing grid and ranges from 3.75% to 4.50% for LIBOR and BA loans and 3.25% to 4.00% for prime rate or base rate loans at each measurement date. As of June 30, 2018, the applicable margins were 4.25% for LIBOR and BA loans and 3.75% for prime rate or base rate loans. The effective interest rate was 6.19% at June 30, 2018. A fee is payable monthly on the average unused portion of the maximum applicable rollover amount for the preceding month.

Availability of borrowings under the revolving credit facilities pursuant to the Credit Agreement is subject to a borrowing base calculation based upon a valuation of our eligible accounts receivable, and eligible rental equipment/lease fleet, subject to certain availability blocks. The lease fleet is appraised at least twice annually by a third-party appraisal firm. The rental equipment advance rate is the lesser of (a) 80% of the net book value (excluding any fresh start adjustments) of the applicable eligible rental equipment or (b) the percentage obtained by dividing (i) the NOLV Percentage of the Net Orderly Liquidation Value of all Eligible Rental Equipment of U.S. Domiciled Obligors (or of Canadian Domiciled Obligors, in the case of the Rental Equipment Advance Rate applicable to the Canadian Borrowing Base) set forth in the most recent appraisal by (ii) the book value of all eligible rental equipment of U.S. Domiciled Obligors (or of Canadian Domiciled

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

Obligors, in the case of the Rental Equipment Advance Rate applicable to the Canadian Borrowing Base) set forth in such appraisal. The advance rate on eligible accounts receivable is 85%.

In addition, the Credit Agreement requires the maintenance of certain financial covenants, which primarily consist of leverage ratio, fixed charge coverage ratio, and limits on net capital expenditures, negative covenants, and affirmative covenants. The Company was in compliance with all applicable covenants under the New Credit Agreement as of June 30, 2018.

8. Stock Based Compensation

During the Successor nine months ended June 30, 2018, the Company recorded $2,551 of stock based compensation. The Company granted 49,568 Time-Based RSUs in October 2017 to certain members of the Board of Directors. Additionally, the Company granted 24,137 Time-Based RSUs, 29,885 Equity Value-Based RSUs and 14,943 ROIC-based RSU’s in March 2018. There were no RSUs forfeited or expired during the nine months ended June 30, 2018.

The Company has determined that the consummation of a public offering, or change in control is not probable as of the reporting date and therefore, has not recorded compensation expense for the Equity Value Based RSU’s. As of June 30, 2018, total compensation cost related to nonvested Equity Value-Based restricted stock units not yet recognized in expense is $4,764, which will be recognized once the Company determines that the performance conditions are probable to occur.

As of June 30, 2018, total compensation cost related to nonvested time based restricted stock units not yet recognized in expense is $8,315 which is expected to be recognized over a weighted-average period of 2.7 years.

As of June 30, 2018, total compensation cost related to ROIC-based restricted stock units not yet recognized in expense is $2,058 which is expected to be recognized over a weighted-average period of 3.5 years.

9. Income Taxes

The Company’s tax provision and the corresponding effective tax rate are based on expected income, statutory tax rates and tax planning opportunities available in the jurisdictions in which the Company operates. For interim financial reporting the Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly tax provision in accordance with the anticipated annual rate. As the year progresses, the Company refines the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process can result in a change to the Company’s expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment is required in determining the Company’s effective interim tax rate and in evaluating its tax positions.

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

The Company does not have any uncertain tax positions for which it is reasonably possible that the amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of selling, general and administrative expense. During the Successor three and nine months ended June 30, 2018, the Successor three months ended June 30, 2017 and the period from March 3, 2017 to June 30, 2017 and the Predecessor period from October 1, 2016 to March 2, 2017, interest and penalties accrued were not material.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted in the United States. The Act represents sweeping changes in U.S. tax law. On December 22, 2017 in response to the Act, the Staff of the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB No. 118”) to provide guidance to registrants in applying ASC Topic 740 in connection with the Act. SAB No. 118 provides that in the period of enactment, the income tax effects of the ACT may be reported as a provisional amount based on a reasonable estimate (to the extent a reasonable estimate can be determined), which would be subject to adjustment during a “measurement period”. The measurement period begins in the reporting period of the Act’s enactment and ends when a registrant has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements under ASC Topic 740. SAB No. 118 also describes supplemental disclosures that should accompany the provisional amounts.

For the Successor nine months ended June 30, 2018, the Company has provisionally recorded an income tax benefit for the impact of the Act. The Company provisionally recognized a decrease to deferred taxes and corresponding income tax benefit in the U.S. of approximately $6,500 based on an estimate of the impact of the Act. In addition, the Company provisionally included in tax expense, the estimated impacts of the Transition Tax which when offset by net operating losses and release of valuation allowance is not material. Adjustments to provisional amounts will be recorded as our analyses are refined.

10. Commitments and Contingencies

The Company leases certain facilities under noncancellable operating leases. Total rent expense under all operating leases was approximately $12,261, $5,450 and $6,704 for the Successor nine months ended June 30, 2018, the Successor period from March 3, 2017 to June 30, 2017 and the Predecessor period from October 1, 2016 to March 2, 2017, respectively.

Total rent expense under all operating leases was approximately $3,906 and $4,155 for the Successor three months ended June 30, 2018 and the Successor three months ended June 30, 2017, respectively.

Modular Space Holdings, Inc. and Subsidiaries

Unaudited Notes to Condensed Consolidated Financial Statements

(In thousands except share data)

The future minimum rental commitments under all noncancellable operating leases for the remainder of 2018 and the succeeding fiscal years are as follows:

Fiscal year ending September 30,
2018	$	3,938
2019	14,840
2020	11,365
2021	9,203
2022	8,405
Thereafter	19,508
Total	$	67,259

11. Related Party Transactions

In connection with the Company’s Joint Prepackaged Plan of Reorganization (the “Plan”), Calera Capital has a subordinated management agreement claim contingent upon a Qualifying Liquidity Event (as defined in the Plan), which is capped in the amount of $1,100. The claim is extinguished if no Qualifying Liquidity Event occurs within five years after the Effective Date of the Plan. The Company has determined that a Qualifying Liquidity Event is not probable as of June 30, 2018, and therefore has not recorded any amounts related to the claim.

12. Subsequent Events

As described in Note 2, on June 21, 2018, the Company entered into a merger agreement with WillScot Corporation. The Merger closed on August 15, 2018.

The Company evaluated all events or transactions that occurred after June 30, 2018 through August 20, 2018, the date these consolidated financial statements were available to be issued, and concluded that there were no other subsequent events required to be disclosed in the Company’s consolidated financial statements that have not been previously disclosed elsewhere.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information sets forth selected pro forma consolidated financial information for WillScot Corporation (the “Company,” “WillScot” or “we,” “us,” or “our”) for the year ended December 31, 2017 and the six months ended June 30, 2018 and is derived from and should be read in conjunction with, the consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 10-K”), the consolidated financial statements and related notes in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the “Q2 2018 10-Q”), and ModSpace Holdings, Inc.’s (“ModSpace”) historical consolidated financial statements included as Exhibits 99.1 and 99.2 to our Current Report on Form 8-K filed on July 24, 2018 and ModSpace’s historical consolidated financial statements included as Exhibit 99.1 and Exhibit 99.2 to our Current Report on Form 8-K/A filed on September 17, 2018.

On August 15, 2018, pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 21, 2018, by and among WillScot Corporation, a Delaware corporation (the “Company”), the Company’s newly-formed acquisition subsidiary, Mason Merger Sub, Inc., a Delaware corporation (“Merger Sub”), ModSpace, and NANOMA LLC, solely in its capacity as the representative of the Holders (as defined therein), Merger Sub merged with and into ModSpace (the “Merger”) with ModSpace as the surviving entity in the Merger and continuing as an indirect subsidiary of the Company (the “ModSpace Acquisition”). The unaudited pro forma condensed combined financial information set forth below has been prepared to reflect adjustments to our financial condition and results of operations to give effect to the following items:

i. the consummation of the ModSpace Acquisition, including our issuance of shares of our Class A common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase shares of Common Stock (the “ModSpace Warrants”) to the sellers of ModSpace;

ii. the Financing Transactions (as defined and discussed below),

iii. the effects of the acquisition of Acton Mobile Holdings, LLC (“Acton”), which closed on December 20, 2017 (the “Acton Acquisition”);

iv. the effects of the business combination of Double Eagle Acquisition Corp. and Williams Scotsman International, Inc., which we completed on November 29, 2017 (the “Business Combination”), on the historical capital structure; and

v. Transaction costs incurred in connection with the ModSpace Acquisition and Financing Transactions.

As referred to above, the “Financing Transactions” includes:

· our issuance of 9,200,000 shares of our Common Stock in an underwritten public offering at $16.00 per share (the “Equity Offering”);

· the entry by our indirect subsidiary, Williams Scotsman International, Inc. (“WSII”) and certain of its subsidiaries into amendments (the “Amended ABL Facility”) to the ABL Credit Agreement, dated as of November 29, 2017 (the “ABL Facility”) among WSII, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as agent and collateral agent. The Amended ABL Facility became effective upon the closing of the ModSpace Acquisition and increased borrowing capacity under the ABL Facility from $600 million to $1.425 billion, with an accordion feature allowing aggregate borrowing capacity of up to $1.8 billion. As of the closing date of the ModSpace Acquisition, we have total borrowings of $841.1 million under the ABL Facility;

· WSII’s issuance of $300 million in aggregate principal amount of senior secured notes (the “Secured Notes”) to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) (the “Secured Notes Offering”); and

· WSII’s issuance of $200 million in aggregate principal amount of senior unsecured notes (the “Unsecured Notes”) in a private placement transaction (the “Unsecured Financing”).

We refer to the entry into the Amended ABL Facility and the amounts funded thereunder, the Secured Notes Offering and the Unsecured Financing collectively as the “Other Financing Transactions.” We refer to the Equity

Offering and the Other Financing Transactions collectively as the “Financing Transactions.” We refer to the ModSpace Acquisition, the Acton Acquisition, the Business Combination and the Financing Transactions collectively as the “Transactions.”

In connection with our entry into the Merger Agreement and pursuant to an amended and restated commitment letter (as amended, the “ABL/Bridge Debt Commitment Letter”), dated July 5, 2018, by and among Bank of America, N.A., Deutsche Bank AG New York Branch, Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., Credit Suisse AG and ING Capital LLC (collectively, with certain of their respective affiliates, the “Lenders”) and us, as amended, the Lenders provided (i) an incremental ABL loan facility in an aggregate principal amount of up to $825.0 million); (ii) a senior secured bridge loan facility in an aggregate principal amount of up to $285.6 million) (the “Secured Bridge Facility”); and (iii) a senior unsecured bridge loan facility in an aggregate principal amount of up to $326.4 million) (the “Unsecured Bridge Facility”), on the terms and subject to the conditions set forth in the ABL/Bridge Debt Commitment Letter, to fund a portion of the cash consideration for the ModSpace Acquisition and to pay related fees and expenses. We did not make any borrowings under the Unsecured Bridge Facility or the Secured Bridge Facility.

In connection with our entry into the Merger Agreement on July 31, 2018, a wholly-owned subsidiary of WSII, Mason Finance Sub, Inc. (“Finance Sub”), entered into a purchase agreement with certain financial institutions under which the initial purchasers agreed to purchase $300.0 million in aggregate principal amount of 6.875% senior secured notes due 2023 (the “2023 Secured Notes”) to be issued by Finance Sub. On August 6, 2018, Finance Sub closed the private placement and the initial purchasers deposited $300.0 million of gross offering proceeds into an escrow account. Upon consummation of the ModSpace Acquisition and the satisfaction of other conditions, the escrowed proceeds were released to fund a portion of the cash consideration payable by WSII in the ModSpace Acquisition and to pay related fees and expenses. Upon the closing the ModSpace Acquisition, Finance Sub merged with and into WSII, with WSII continuing as the surviving corporation, and WSII assumed the obligations of Finance Sub under the 2023 Secured Notes and the indenture governing the notes. The 2023 Secured Notes mature on August 15, 2023. The notes bear interest at a rate of 6.875% per annum, payable semi-annually on February 15 and August 15 of each year beginning February 15, 2019.

In connection with our entry into the Merger Agreement and pursuant to a commitment letter (the “Unsecured Debt Commitment Letter”), dated July 24, 2018, by and among AlbaCore Capital LLP, Canyon Value Realization Fund, L.P. (collectively, with certain of their respective affiliated or managed funds or accounts, the “Unsecured Lenders”) and us, the Unsecured Lenders purchased senior unsecured notes (the “Unsecured Notes”) in an aggregate principal amount of $200.0 million, on the terms and subject to the conditions set forth in the Unsecured Debt Commitment Letter, to fund a portion of the cash consideration for the ModSpace Acquisition and to pay related fees and expenses. The Unsecured Notes will mature on November 15, 2023. The Unsecured Notes will bear interest at a rate of 10.0% per annum if paid in cash (or if paid in kind, 11.5% per annum) for any interest period ending on or prior to February 15, 2021, increasing thereafter to 12.5% per annum with no paid in kind option, in each case payable semi-annually on February 15 and August 15 of each year beginning February 15, 2019. The Unsecured Notes are WSII’s general unsecured obligations and rank pari passu in right of payment with all of WSII’s existing and future senior indebtedness, effectively junior to all of WSII’s existing and future secured indebtedness, including the Amended ABL Facility, WSII’s existing 7.875% senior secured notes due 2022 (the “2022 Notes”) and the Secured Notes, to the extent of the value of the collateral securing such indebtedness, and senior in right of payment to any of WSII’s future unsecured subordinated indebtedness.

In connection with the Other Financing Transactions and the ModSpace Acquisition, we and the Lenders entered into three amendments to the credit agreement governing our ABL loan facility to effectuate, among other

things, (i) the amendments contemplated by the ABL/Bridge Debt Commitment Letter, (ii) the syndication of the upsized ABL loan facility, and (iii) the closing of the ModSpace Acquisition, including the release of escrowed proceeds from the Secured Notes Offering and Unsecured Financing for purposes of funding the cash consideration payable in the Merger and transaction costs related thereto.

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of WillScot, Acton and ModSpace described below. Our fiscal year is different than ModSpace’s historical fiscal year. Our fiscal year ends on December 31, while ModSpace’s historical fiscal year ends on September 30. In preparing the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017, certain historical financial information for ModSpace was reclassed to align with WillScot’s annual reporting period. To adjust the historical operating results of ModSpace’s September fiscal year, we added the operating results for the three months ended December 31, 2017 (Successor), and subtracted the operating results for the three months ended December 31, 2016 (Predecessor) from the year ended September 30, 2017 for ModSpace Statement of Operations, to arrive at the reclassed statement of operations for the twelve months ended December 31, 2017 for ModSpace. To derive the historical operating results of ModSpace for the six months ended June 30, 2018, we subtracted the operating results for the three months ended December 31, 2017 (Successor) from the nine months ended June 30, 2018 for ModSpace Statement of Operations as filed in our Current Report on Form 8-K/A on September 17, 2018, to arrive at the reclassed statement of operations for the six months ended June 30, 2018. The ModSpace operating results for the three months ended December 31, 2017 are derived from the historical unaudited interim financial statements of ModSpace included in our Current Report on Form 8-K filed on July 24, 2018. The three month period was derived by taking the ModSpace historical unaudited statement of operations for the six month ended March 31, 2017, and subtracting the three months ended March 31, 2017. In addition, certain reclassifications were made to the reported financial information of ModSpace to conform to the reporting classifications of WillScot.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 combines:

· the audited historical consolidated statement of operations of Willscot for the year ended December 31, 2017;

· the reclassed unaudited historical consolidated statement of operations of ModSpace for the twelve months ended December 31, 2017; and

· the unaudited historical consolidated statement of operations of Acton for the period from January 1, 2017 to December 20, 2017.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 combines:

· the unaudited historical consolidated statement of operations of WillScot for the six months ended June 30, 2018 (historical statements include Acton operating results as it was a wholly owned subsidiary of WillScot during this period); and

· the reclassed unaudited historical consolidated statement of operations of ModSpace for the six months ended June 30, 2018.

The unaudited pro forma condensed combined balance sheet as of June 30, 2018 combines:

· the unaudited historical consolidated balance sheet of WillScot as of June 30, 2018 (historical statements include Acton as it was a wholly owned subsidiary of WillScot during this period); and

· the unaudited historical consolidated balance sheet of ModSpace as of June 30, 2018.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 is based on, derived from, and should be read in conjunction with, our historical audited financial statements as set forth in our 2017 10-K. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 is also based on, derived from, and reclassed from ModSpace’s historical audited financial statements for the fiscal year ended September 30, 2017 and should be read in conjunction with ModSpace’s

historical audited financial statements included in our Current Report on Form 8-K filed on July 24, 2018, as adjusted to conform to our calendar year end. The unaudited pro forma condensed statement of operations for the year ended December 31, 2017 does not include the operating results of Tyson Onsite (“Tyson”), which we acquired on January 3, 2018.

Our balance sheet as of June 30, 2018 and our statement of operations for the six months ended June 30, 2018 is based on, derived from, and should be read in conjunction with, our historical unaudited financial statements, included in our 10-Q for the quarter ended June 30, 2018. ModSpace’s balance sheet as of June 30, 2018 and statement of operations for the six months ended June 30, 2018 is based on, and derived from, ModSpace’s historical unaudited financial statements, and should be read in conjunction with, ModSpace’s historical unaudited financial statements for the six months ended March 31, 2018 and the nine months ended June 30, 2018, included in our Current Report on Form 8-K filed on July 24, 2018 and our Current Report on Form 8-K/A filed on September 17, 2018, respectively.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017, and the six months ended June 30, 2018 assume that the Transactions occurred on January 1, 2017. The unaudited pro forma condensed combined balance sheet as of June 30, 2018 assumes that the Transactions occurred on June 30, 2018. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only and is not necessarily indicative of the consolidated financial position or results of operations that would have been realized had the Transactions occurred as of the dates indicated, nor is it meant to be indicative of any anticipated consolidated financial position or future results of operations of the combined company. In addition, the accompanying unaudited pro forma condensed combined statements of operations do not include any expected cost savings or restructuring actions which may be achievable or which may occur subsequent to the ModSpace Acquisition, or the costs to achieve these cost savings or restructuring actions. The pro forma financial information also does not include the impact of any non-recurring activity and one-time transaction-related costs. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (i) directly attributable to the Transactions related thereto, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed combined statements of operations, are expected to have a continuing impact on the combined results. Please see note 4 below for further discussion of the pro forma adjustment.

The ModSpace Acquisition will be accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standard Codification No. 805, “Business Combinations,” (“ASC 805”) and applying the pro forma assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. Under ASC 805, the Company values assets acquired and liabilities assumed in a business combination at their fair values as of the acquisition date. Fair value measurements can be highly subjective and the reasonable application of measurement principles may result in a range of alternative estimates using the same facts and circumstances. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions by management, including estimating future cash flows, and developing appropriate discount rates. Under ASC 805, transaction costs are not included as a component of consideration transferred, and are expensed as incurred. The final valuation is expected to be completed as soon as practicable but no later than one year after the consummation of the ModSpace Acquisition. The purchase price allocation is subject to completion of the Company’s final analysis of the fair value of the assets and liabilities of ModSpace as of the effective date of the ModSpace Acquisition. Accordingly, the purchase price allocation in the unaudited pro forma condensed combined financial statements is preliminary. Adjustments to the preliminary purchase price allocation could be material. The Company believes the fair values assigned to the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions using currently available data.

This unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information is presented for informational purposes only and does not purport to represent what the Company’s results of operations would actually have been if the Transactions had occurred on the dates indicated nor do they purport to project the Company’s results of operations for any future period.

WILLSCOT CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2018

(In thousands)

	Historical WillScot as of June 30, 2018			Equity Offering Adjustments			Pro Forma As Adjusted			Historical ModSpace reclassed as of June 30, 2018 (Successor)		ModSpace Acquisition Adjustments			Other Financing Transaction Adjustments			Pro Forma Combined
Assets
Cash and cash equivalents	$	8,181		$	139,625	(3k)	$	147,806		$	151	$	(1,069,474	)(3a)	$	947,142	(3j)	$	25,625
Trade receivables, net of allowance for doubtful accounts	104,013			—			104,013			79,053		—			—			183,066
Inventories	9,829			—			9,829			9,712		—			—			19,541
Prepaid expenses and other current assets	14,137			—			14,137			6,534		—			—			20,671
Total current assets	136,160			139,625			275,785			95,450		(1,069,474		)	947,142			248,903

Rental equipment, net	1,075,040			—			1,075,040			845,969		—		(3b)	—			1,921,009
Property, plant and equipment, net	82,361			—			82,361			122,975		—		(3b)	—			205,336
Goodwill	33,570			—			33,570			—		243,400		(3c)	—			276,970
Intangible assets, net	125,864			—			125,864			12,649		(718		)(3d)	—			137,795
Other non-current assets	4,038			—			4,038			—		—			—			4,038
Total long-term assets	1,320,873			—			1,320,873			981,593		242,682			—			2,545,148
Total assets	$	1,457,033		$	139,625		$	1,596,658		$	1,077,043	$	(826,792	)	$	947,142		$	2,794,051

Liabilities
Accounts payable	58,370			—			58,370			8,441		—			—			66,811
Accrued liabilities	45,606			—			45,606			31,862		37,956		(3e)	—			115,424
Accrued interest	1,802			—			1,802			2,210		(2,210		)(3f)	—			1,802
Deferred revenue and customer deposits	50,382			—			50,382			23,716		—			—			74,098
Current portion of long-term debt	1,883			—			1,883			446,747		(446,747		)(3f)	—			1,883
Total current liabilities	158,043			—			158,043			512,976		(411,001		)	—			260,018

Long-term debt	684,641			—			684,641			56,426		(56,426		)(3f)	947,142		(3j)	1,631,783
Deferred tax liabilities	111,924			—			111,924			45,402		(8,712		)(3g)	—			148,614
Deferred revenue and customer deposits	6,696			—			6,696			—		—			—			6,696
Other non-current liabilities	19,109			—			19,109			—		—			—			19,109
Long-term liabilities	822,370			—			822,370			101,828		(65,138		)	947,142			1,806,202
Total liabilities	980,413			—			980,413			614,804		(476,139		)	947,142			2,066,220

Commitments and Contingencies
Class A common Stock	8			1		(3k)	9			292		(291		)(3h)	—			10
Class B common stock	1			—			1			—		—			—			1
Additional paid-in-capital	2,123,101			139,624		(3k)	2,262,725			450,993		(317,552		)(3h)	—			2,396,166
Accumulated other comprehensive loss	(54,417		)	—			(54,417		)	422		(422		)(3h)	—			(54,417		)
Accumulated deficit	(1,640,230		)	—			(1,640,230		)	10,532		(39,961		)(3h)	—			(1,669,659		)
Total shareholders’ equity	428,463			139,625			568,088			462,239		(358,226		)	—			672,101
Non-controlling interest	48,157			—			48,157			—		7,573		(3i)	—			55,730
Total equity	476,620			139,625			616,245			462,239		(350,653		)	—			727,831
Total liabilities and invested equity	$	1,457,033		$	139,625		$	1,596,658		$	1,077,043	$	(826,792	)	$	947,142		$	2,794,051

See notes to unaudited pro forma condensed combined balance sheet.

WILLSCOT CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR SIX MONTHS ENDED JUNE 30, 2018

(In thousands, except loss per share data)

	Historical WillScot for the six months ended June 30, 2018			ModSpace reclassed for the six months ended of June 30, 2018 (Successor)			ModSpace Acquisition Adjustments			Other Financing Transaction Adjustments			Pro Forma Combined
Revenues:
Leasing and service revenue:
Modular leasing	$	198,511		$	136,911		$	—		$	—		$	335,422
Modular delivery and installation	57,663			55,977			—			—			113,640
Sales:
New units	12,664			21,770			—			—			34,434
Rental units	6,246			16,259			—			—			22,505
Total revenues	275,084			230,917			—			—			506,001

Costs:
Cost of leasing and services:
Modular leasing	54,291			35,314			—			—			89,605
Modular delivery and installation	55,648			45,168			—			—			100,816
Cost of sales:
New units	8,691			16,630			—			—			25,321
Rental units	3,578			10,727			—			—			14,305
Depreciation of rental equipment	47,315			24,134			—			—			71,449
Gross profit	105,561			98,944			—			—			204,505

Expenses:
Selling, general and administrative	92,948			72,839			—			—			165,787
Other depreciation and amortization	4,006			5,559			1,000		(4a)	—			10,565
Impairment losses on goodwill	—			—			—			—			—
Restructuring costs	1,077			2,432			—			—			3,509
Currency (gains) losses, net	1,596			—			—			—			1,596
Other (income) expense, net	(4,419		)	(1,822		)	—			—			(6,241		)
Operating income (loss)	10,353			19,936			(1,000		)	—			29,289
Interest expense	23,874			15,933			—			21,391		(4d)	61,198
Interest income	—			—			—			—			—
Income (loss) from continuing operations before income tax	(13,521		)	4,003			(1,000		)	(21,391		)	(31,909		)
Income tax expense (benefit)	(7,065		)	572			(258		)(4b)	(5,519		)(4e)	(12,270		)
Income (loss) from continuing operations	(6,456		)	3,431			(742		)	(15,872		)	(19,639		)
Income (loss) from discontinued operations, net of tax	—			—			—			—			—
Net income (loss)	(6,456		)	3,431			(742		)	(15,872		)	(19,639		)
Less net loss attributable to non-controlling interest, net of tax	(505		)	—			(1,257		)(4c)	—			(1,762		)
Total income (loss) loss attributable to WSC	$	(5,951	)	$	3,431		$	515		$	(15,872	)	$	(17,877	)

Historical per share information
Net loss per share attributable to WSC - basic and diluted (4f)
Continuing operations	$	(0.08	)										$	—

Weighted average shares
Basic and diluted	77,814,456												—

Pro forma loss per share data (4f)
Pro forma net loss per share	$	(0.07	)										$	(0.19	)

Pro forma weighted average shares
Basic and diluted	87,014,456												95,472,956

See notes to unaudited pro forma condensed combined statement of operations.

WILLSCOT CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands, except loss per share data)

	Historical WillScot for						Historical Acton from									Historical ModSpace (Reclassed)
	the twelve months ended December 31, 2017			Business Combination Adjustment			January 1, 2017 to December 20, 2017			Acton Acquisition Adjustment			Pro Forma As Adjusted			January 1, 2017 to March 2, 2017 (Predecessor)			March 3, 2017 to December 31, 2017 (Successor)			ModSpace Acquisition Adjustments			Other Financing Transaction Adjustments			Pro Forma Combined
Revenues:
Leasing and service revenue:
Modular leasing	$	297,821		$	—		$	47,091		$	—		$	344,912		$	41,493		$	209,237		$	—		$	—		$	595,642
Modular delivery and installation	89,850			—			38,460			—			128,310			16,961			95,547			—			—			240,818
Sales:
New units	36,371			—			4,869			—			41,240			7,924			40,402			—			—			89,566
Rental units	21,900			—			3,493			—			25,393			4,405			27,510			—			—			57,308
Total revenues	445,942			—			93,913			—			539,855			70,783			372,696			—			—			983,334

Costs:
Cost of leasing and services:
Modular leasing	83,588			—			16,152			—			99,740			11,414			61,347			—			—			172,501
Modular delivery and installation	85,477			—			22,394			—			107,871			14,652			78,511			—			—			201,034
Cost of sales:
New units	26,025			—			3,733			—			29,758			6,445			31,676			—			—			67,879
Rental units	12,643			—			1,633			—			14,276			3,356			19,346			—			—			36,978
Depreciation of rental equipment	72,639			—			12,438			5,664		(6a)	90,741			10,808			41,678			—			—			143,227
Gross profit	165,570			—			37,563			(5,664		)	197,469			24,108			140,138			—			—			361,715

Expenses:
Selling, general and administrative	162,351			—			33,157			(5,410		)(6b)(6c)	190,098			18,209			101,304			—			—			309,611
Other depreciation and amortization	8,653			—			2,608			374		(6d)	11,635			1,383			8,158			2,000		(4a)	—			23,176
Impairment losses on goodwill	60,743			—			—			—			60,743			—			—			—			—			60,743
Restructuring costs	2,196			—			—			—			2,196			3,164			3,939			—			—			9,299
Currency (gains) losses, net	(12,878		)	10,830		(5a)	—			—			(2,048		)	—			—			—			—			(2,048		)
Other (income) expense, net	2,827			—			—			—			2,827			(227		)	3,522			—			—			6,122
Loss on reorganization items, net	—			—			—			—			—			92,450			—			—			—			92,450
Operating income (loss)	(58,322		)	(10,830		)	1,798			(628		)	(67,982		)	(90,871		)	23,215			(2,000		)	—			(137,638		)
Interest expense	119,308			(77,373		)(5b)	5,049			4,199		(6e)	51,183			15,275			25,137			—			33,694		(4d)	125,289
Interest income	(12,232		)	12,177		(5b)	—			—			(55		)	—			—			—			—			(55		)
Income (loss) from continuing operations before income tax	(165,398		)	54,366			(3,251		)	(4,827		)	(119,110		)	(106,146		)	(1,922		)	(2,000		)	(33,694		)	(262,872		)
Income tax expense (benefit)	(936		)	14,026		(5c)	—			(2,084		)(6f)	11,006			(9,516		)	(9,023		)	(516		)(4b)	(8,693		)(4e)	(16,742		)
Income (loss) from continuing operations	(164,462		)	40,340			(3,251		)	(2,743		)	(130,116		)	(96,630		)	7,101			(1,484		)	(25,001		)	(246,130		)
Income (loss) from discontinued operations, net of tax	14,650			—			—			—			14,650			—			—			—			—			14,650
Net income (loss)	(149,812		)	40,340			(3,251		)	(2,743		)	(115,466		)	(96,630		)	7,101			(1,484		)	(25,001		)	(231,480		)
Less net loss attributable to non-controlling interest, net of tax	(2,110		)	—			—			—			(2,110		)	—			—			(19,971		)(4c)	—			(22,081		)
Total income (loss) loss attributable to WSC	$	(147,702	)	$	40,340		$	(3,251	)	$	(2,743	)	$	(113,356	)	$	(96,630	)	$	7,101		$	18,487		$	(25,001	)	$	(209,399	)

Net loss per share attributable to WSC - basic and diluted (4f)
Continuing operations	$	(8.21	)										$	(1.77	)													$	(2.49	)

Weighted Average Shares
Basic and diluted	19,760,189			52,459,585									72,219,774															—
Total pro forma shares outstanding	—			—									—															89,878,274

See notes to unaudited pro forma condensed combined statement of operations.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except share and per share data)

1. ModSpace Acquisition

On August 15, 2018, pursuant to the terms of the Merger Agreement dated as of June 21, 2018, we completed the ModSpace Acquisition. Subject to adjustments contemplated by the Merger Agreement, including a net working capital adjustment, the aggregate consideration paid to the sellers of ModSpace in connection with the ModSpace Acquisition consisted of (i) $1,063,750 in cash (the “Cash Consideration”), (ii) 6,458,500 shares of the Company’s Common Stock (the “Common Stock Consideration”), (iii) warrants to purchase an aggregate of 10,000,000 shares of the Company’s Common Stock at an exercise price of $15.50 per share (the “ModSpace Warrants”), and (iv) $5,724 in cash net working capital paid to seller.

The following table summarizes the components of the estimated total purchase price included in the pro forma condensed combined financial statements as if the acquisition had been completed on June 30, 2018:

Cash Consideration, net of cash acquired	$	1,063,750
Fair value of the Common Stock Consideration (assumes a per share price on Nasdaq of $15.78 on August 15, 2018)	101,915
Fair value of the ModSpace Warrants (1)	39,100
Working capital adjustment paid to seller	5,724
Estimated total purchase price	$	1,210,489

(1) Fair value of the ModSpace Warrants was preliminarily determined utilizing a Black-Scholes model resulting in a $3.91 per warrant fair value. The warrant fair value determination is preliminary, subject to management’s final determination and based on the Company’s Common Stock per share closing price on NASDAQ of $15.78 on August 15, 2018.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under the provisions of ASC 805 and was based on the historical financial information of WillScot and ModSpace. Under the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated to the net tangible and intangible assets to be acquired based on their estimated fair values as of the date the acquisition is consummated. Such fair values are based on available information and certain assumptions that we believe are reasonable. Management has made a preliminary allocation of the estimated purchase price to the tangible (including rental equipment) and intangible assets to be acquired and liabilities to be assumed based on various preliminary estimates. The final determination of these estimated fair values, the assets’ useful lives and the amortization methods are subject to completion of an ongoing assessment and will be available as soon as practicable but no later than one year after the consummation of the ModSpace Acquisition. Fair value measurements can be highly subjective and the reasonable application of measurement principles may result in a range of alternative estimates using the same facts and circumstances. The results of the final allocation could be materially different from the preliminary allocation set forth in these unaudited pro forma condensed combined financial statements, including but not limited to, the allocations related to identifiable intangible assets, rental equipment, property, plant and equipment, inventories, deferred taxes, goodwill, other depreciation and amortization, interest expense and income taxes:

Under the Merger Agreement, certain assets and liabilities will not transfer to us. Accordingly, pro forma adjustments have been reflected in the unaudited pro forma condensed combined balance sheet to exclude these net liabilities from the purchase price allocation of the acquired business:

Accrued Interest	2,210
Current Portion of Long-Term Debt	446,747
Long Term Debt	56,426
Net Liabilities not Acquired	$	505,383

The following table summarizes the preliminary purchase price allocation. ModSpace emerged from bankruptcy in March 2017 applying fresh start accounting which resulted in a revaluing of its balance sheet at the time. Based on preliminary valuation procedures which are subject to completion upon the closing, limited fair value adjustments were identified given the close proximity to the application of fresh start accounting. The table reflects the allocation of fair value as if the ModSpace Acquisition had been completed on June 30, 2018:

Purchase Price	$	1,210,489
Cash and cash equivalents	151
Trade receivable, net	79,053
Inventories	9,712
Prepaid expenses and other current assets	6,534
Rental equipment	845,969
Property, plant and equipment, net	122,975
Other intangibles	11,931
Total identifiable assets acquired	1,076,325
Accounts payable	8,441
Accrued liabilities	31,862
Deferred revenue and customer deposits	23,716
Deferred tax liabilities, net	45,217
Total liabilities assumed	109,236
Total Pro Forma Goodwill	$	243,400

2. Accounting Policies and Reclassifications

During the preparation of these unaudited pro forma condensed combined financial statements, we made a preliminary assessment as to any material differences between the Company’s accounting policies and ModSpace’s accounting policies. These unaudited pro forma condensed combined financial statements do not adjust for or assume any material differences in accounting policies between us and ModSpace. An assessment of the Acton accounting policies was done in conjunction with the Acton Acquisition. No material differences between our accounting policies and the Acton accounting policies were noted and the Acton results for the period from January 1, 2017 to December 20, 2017 do not adjust for or assume any material differences in accounting policies between us and Acton.

Following the ModSpace Acquisition, ModSpace will conform to the Company’s accounting policies and financial statement presentation classifications. We will also be evaluating areas of operations in which ModSpace had an accounting policy for which we do not have an accounting policy. For these matters we will make an accounting policy election post transaction close, as appropriate, to reflect any material changes in operating practices.

Financial information presented in the “Historical ModSpace” column in the unaudited pro forma condensed combined balance sheet and statement of operations has been reclassified to conform to the Company’s historical presentation as follows (all numbers are stated in thousands unless explicitly stated):

Historical ModSpace Balance Sheet As of June 30, 2018

	Historical ModSpace as of June 30, 2018		Historical ModSpace as reclassed as of June 30, 2018
Assets
Cash and cash equivalents	$	151	$	151
Trade receivables	—		79,053
Inventories	—		9,712
Accounts receivable, net of allowance for doubtful accounts	79,053		—
Lease receivables, net of allowance for doubtful accounts	1,335		—
Prepaid expenses and other current assets	14,911		6,534
Total current assets	95,450		95,450

Rental equipment, net	845,298		845,969
Property, plant and equipment, net	—		122,975
Other property and equipment, net	122,975		—
Other assets	—		—
Goodwill	—		—
Intangible assets, net	12,649		12,649
Goodwill and other intangibles	—		—
Other non-current assets	671		—
Total long-term assets	981,593		981,593
Total assets	1,077,043		1,077,043

Liabilities
Accounts payable	8,441		8,441
Accrued liabilities	—		31,862
Accrued expenses	39,780		—
Accrued interest	—		2,210
Deferred revenue and customer deposits	—		23,716
Advance rents	18,008		—
Current portion of long-term debt	—		446,747
Current portion of term loans	6,726		—
Asset based revolver	440,021		—
Total current liabilities	512,976		512,976

Long-term debt	—		56,426
Term loans	56,426		—
Deferred tax liabilities	—		45,402
Deferred income taxes	45,402		—
Long-term liabilities	101,828		101,828
Total Liabilities	614,804		614,804

Commitments and contingencies
Class A common stock	—		292
Common stock	292		—
Additional paid-in capital	446,023		450,993
Successor additional paid-in-capital	—		—
Warrants	4,970		—
Accumulated other comprehensive income (loss)	422		422
Accumulated deficit	—		10,532
Retained earnings	10,532		—
Total shareholder’s equity	462,239		462,239
Total liabilities and equity	$	1,077,043	$	1,077,043

Historical ModSpace Statement of Operations for the Six Months Ended June 30, 2018

	Historical ModSpace for the nine months ended June 30, 2018			Historical ModSpace as reclassed for the nine months ended June 30, 2018 [A]			Historical ModSpace for the three months ended December 31, 2017			Historical ModSpace as reclassed for the three months ended December 31, 2017 [B]			Historical ModSpace as reclassed for the six months ended June 30, 2018 [A] - [B]
Revenues:

Modular leasing	$	—		$	202,886		$	—		$	65,975		$	136,911
Modular delivery and installation	—			80,294			—			24,317			55,977
Leasing	194,496			—			63,728			—			—
Sales:
New units	29,465			30,427			8,573			8,657			21,770
Rental units	—			25,389			—			9,130			16,259
Lease units	25,389			—			9,130			—			—
Delivery, installation and site services	89,699			—			26,682			—			—
Total revenues	339,049			338,996			108,113			108,079			230,917

Costs:
Cost of leasing and services:													—
Modular leasing	—			52,707			—			17,393			35,314
Modular delivery and installation	—			65,008			—			19,840			45,168
Delivery, installation and site services	65,748			—			19,970			—			—
Cost of sales:
New units	23,424			23,630			6,960			7,000			16,630
Rental units	—			16,731			—			6,004			10,727
Lease units	16,731			—			6,004			—			—
Depreciation of rental equipment	—			36,001			—			11,867			24,134
Depreciation	36,001			—			11,867			—			—
Maintenance and other	65,800			—			20,531			—			—
Gross Profit	131,345			144,919			42,781			45,975			98,944

Expenses:
Selling, general and administrative	98,285			105,412			32,089			32,573			72,839
Other depreciation and amortization	—			8,281			—			2,722			5,559
Other (income) expense, net	—			(1,834		)	—			(12		)	(1,822		)
Restructuring costs	4,649			4,649			2,217			2,217			2,432
Operating income (loss)	28,411			28,411			8,475			8,475			19,936

Interest expense	—			23,554			—			7,621			15,933
Interest, including amortization of deferred financing costs	23,554			—			7,621			—			—
Income (loss) from continuing operations before income tax	4,857			4,857			854			854			4,003
Income tax expense (benefit)	(4,617		)	(4,617		)	(5,189		)	(5,189		)	572
Income (loss) from continuing operations	9,474			9,474			6,043			6,043			3,431
Income (loss) from discontinued operations, net of tax	—			—			—			—			—
Net Income (loss)	9,474			9,474			6,043			6,043			3,431
Less net loss attributable to non-controlling interest, net of tax	—			—			—			—			—
Total income (loss) attributable to WSC	$	9,474		$	9,474		$	6,043		$	6,043		$	3,431

Historical ModSpace Statement of Operations for the Year Ended December 31, 2017

	Historical ModSpace from March 3, 2017 to September 30, 2017 (Successor)			Historical ModSpace as reclassed from March 3, 2017 to September 30, 2017 (Successor) [A]			Historical ModSpace from October 1, 2017 to December 31, 2017 (Successor)			Historical ModSpace as reclassed from October 1, 2017 to December 31, 2017 (Successor) [B]			Historical ModSpace as reclassed from March 3, 2017 to December 31, 2017 (Successor) [A] + [B]			Historical ModSpace from January 1, 2017 to March 2, 2017 (Predecessor)			Historical ModSpace as reclassed from January 1, 2017 to March 2, 2017 (Predecessor) [C]
Revenues:
Leasing and service revenues:
Modular leasing	$	—		$	143,262		$	—		$	65,975		$	209,237		$	—		$	41,493
Modular delivery and installation	—			71,230			—			24,317			95,547			—			16,961
Leasing	134,521			—			63,728			—			—			39,110			—
Sales:	—			—			—			—			—			—			—
New units	31,788			31,745			8,573			8,657			40,402			7,944			7,924
Rental units	—			18,380			—			9,130			27,510			—			4,405
Lease units	18,380			—			9,130			—			—			4,405			—
Delivery, installation and removal	79,924			—			26,682			—			—			19,307			—
Total revenues	264,613			264,617			108,113			108,079			372,696			70,766			70,783

Costs:
Cost of leasing and services:
Modular leasing	—			43,954			—			17,393			61,347			—			11,414
Modular delivery and installation	—			58,671			—			19,840			78,511			—			14,652
Delivery, installation and removal	59,643			—			19,970			—			—			14,941			—
Cost of sales:	—			—			—			—			—			—			—
New units	24,724			24,676			6,960			7,000			31,676			6,445			6,445
Rental units	—			13,342			—			6,004			19,346			—			3,356
Lease units	13,342			—			6,004			—			—			3,356			—
Depreciation of rental equipment	—			29,811			—			11,867			41,678			—			10,808
Depreciation	29,811			—			11,867			—			—			10,808			—
Maintenance and other	49,763			—			20,531			—			—			14,181			—
Gross Profit	87,330			94,163			42,781			45,975			140,138			21,035			24,108

Expenses:
Selling, general and administrative	70,868			68,731			32,089			32,573			101,304			16,292			18,209
Other depreciation and amortization	—			5,436			—			2,722			8,158			—			1,383
Impairment losses on goodwill	—			—			—			—			—			—			—
Goodwill impairment charge	—			—			—			—			—			—			—
Currency (gains) losses, net	—			—			—			—			—			—			—
Other (income) expense, net	—			3,534			—			(12		)	3,522			—			(227		)
Restructuring costs	1,722			1,722			2,217			2,217			3,939			3,164			3,164
Loss on reorganization items, net	—			—			—			—			—			92,450			92,450
Operating income (loss)	14,740			14,740			8,475			8,475			23,215			(90,871		)	(90,871		)

Interest expense	—			17,516			—			7,621			25,137			—			15,275
Interest income	—			—			—			—			—			—			—
Interest, including amortization of deferred financing costs	17,516			—			7,621			—			—			15,275			—
Income (loss) from continuing operations before income tax	(2,776		)	(2,776		)	854			854			(1,922		)	(106,146		)	(106,146		)
Income tax expense (benefit)	(3,834		)	(3,834		)	(5,189		)	(5,189		)	(9,023		)	(9,516		)	(9,516		)
Income (loss) from continuing operations	1,058			1,058			6,043			6,043			7,101			(96,630		)	(96,630		)
Income (loss) from discontinued operations, net of tax	—			—			—			—			—			—			—
Net income (loss)	1,058			1,058			6,043			6,043			7,101			(96,630		)	(96,630		)
Less net loss attributable to non-controlling interest, net of tax	—			—			—			—			—			—			—
Total income (loss) attributable to WSC	$	1,058		$	1,058		$	6,043		$	6,043		$	7,101		$	(96,630	)	$	(96,630	)

Historical Acton Statement of Operations for the Year Ended December 31, 2017

Financial information presented in the “Historical Acton” column in the unaudited condensed statement of operations has been reclassified to conform to the Company’s historical presentation as follows (all numbers are stated in thousands unless explicitly stated). Transaction cost of $5,480 in Acton’s historical statement of operations for the year-ended December 31, 2017 was reclassified to selling, general and administrative to conform to the Company’s historical presentation.

3. Unaudited Pro Forma Balance Sheet Adjustments (all numbers are stated in thousands unless explicitly stated):

a) Represents an adjustment to reflect the Cash Consideration paid in connection with the ModSpace Acquisition of $1,069,474.

b) This estimated fair value adjustment for rental equipment (currently $0) is preliminary and is subject to change based upon management’s final determination. As a result of ModSpace’s emergence from bankruptcy in March 2017 and the application of fresh start accounting, its balance sheet was adjusted to fair value at that time.

c) Represents an adjustment to goodwill to reflect the balance that would have been recorded if the ModSpace

Acquisition had occurred on June 30, 2018. We have preliminarily allocated the purchase price to the net tangible and intangible assets based upon their estimated fair values at the closing date of the ModSpace Acquisition. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired has been recorded as goodwill at June 30, 2018.

d) Represents the adjustments to record identified intangible assets at fair value. The fair value estimate for identifiable intangible assets in the accompanying unaudited pro forma condensed combined financial statements is preliminary and is determined based on the assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The final fair value determination for identified intangibles may differ from this preliminary determination. The fair value of identifiable intangible assets was primarily determined using the “income approach,” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions used in the income approach from the perspective of a market participant include the estimated net cash flows for each year for each project or product (including net revenues, cost of product sales, selling and marketing costs and working capital/asset contributory asset charges), the discount rate that measures the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, competitive trends impacting the asset and each cash flow stream as well as other factors. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results.

A summary of the intangible assets recorded in connection with the ModSpace Acquisition is as follows:

	Intangible Assets Acquired at Fair Value
Trade names and trademarks	$	3,000
Customer list	5,000
Leasehold interest	4,096
Total FV of intangible assets	12,096
Less: NBV of intangible assets	(12,814		)
Net Pro Forma Adjustment	$	(718	)

e) Represents an adjustment to record non-recurring transaction costs of $37,956 incurred by us as part of the ModSpace Acquisition as follows

Total Transaction Costs	$	65,032
Less: Debt cost to be amortized	(25,983		)
Less: Equity issuance cost	(7,575		)
Plus: ModSpace short-term incentive payout	6,482
Non-Recurring Transaction Cost	$	37,956

f) Represents the adjustments to eliminate ModSpace’s long-term debt and related accrued interest not assumed by us.

g) The identified basis differences between the adjusted fair value based on the preliminary purchase price allocation and historic carrying value have been tax effected at the statutory tax rate of 25.8% as if the ModSpace Acquisition occurred on June 30, 2018. The estimate of deferred tax balances is preliminary and is subject to change based upon the Company’s final determination of the fair value of assets acquired and liabilities assumed by jurisdiction, including the final allocation across such legal entities and related jurisdictions.

Furthermore, tax related adjustments included in the unaudited pro forma condensed combined financial

information are based on the tax law in effect during the period for which the unaudited pro forma condensed combined statements of operations is being presented, and therefore, incorporates the effects of the US Tax Cuts and Jobs Act (“2017 Tax Act”) signed into law on December 22, 2017. Provisional amounts based on management’s reasonable estimates of the effects of the 2017 Tax Act have been reflected in the unaudited pro forma condensed combined financial information, as the full determination of the accounting implications of the 2017 Tax Act has not yet been completed.

In addition, deferred taxes associated with non-recurring items as described in note 3 (e) are included in the balance sheet at the statutory tax rates of the applicable jurisdictions.

The Company’s results for income taxes presented herein is the Company’s best estimate based on the factors described herewith. The tax results may differ from the actual tax balances and effective tax rates of the combined company and is dependent on several factors including fair value adjustments and post-combination restructuring actions. For the foregoing reasons, we have not adjusted any historic valuation allowances of the combined company in these statements which may differ from actual results.

h) Represents an adjustment to (i) reflect the issuance of the Common Stock Consideration based on the closing price of $15.78 on August 15, 2018; (ii) reflect the issuance of the ModSpace Warrants at an exercise price equal to $15.50 per share; and (iii) eliminate ModSpace’s remaining historical stockholders’ equity, as follows:

	Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (loss)			Accumulated Deficit			Non- controlling Interest		Total Stockholders’ Equity
Elimination of historical ModSpace Equity	$	(292	)	$	(450,993	)	$	(422	)	$	(10,532	)	$	—	$	(462,239	)
Estimated non-recurring transaction costs adjusted for related tax effects	—			—			—			(29,429		)	—		(29,429		)
Issuance of warrants	—			39,100			—			—			—		39,100
Issuance of common stock, par value $0.0001 per share	1			101,914			—			—			—		101,915
Net assets attributable to non-controlling interest due to the issuance of equity	—			(7,573		)	—			—			7,573		—
	$	(291	)	$	(317,552	)	$	(422	)	$	(39,961	)	$	7,573	$	(350,653	)

i) Represents an adjustment to non-controlling interest as a result of the $139.6 million of proceeds from the Equity Offering being contributed to the Company’s less than wholly owned subsidiary, Williams Scotsman Holdings Corp. (“WS Holdings”). The non-controlling interest is reduced from 10% to approximately 9.0%.

j) Reflects proceeds from the issuance of $300,000 of Secured Notes, $200,000 of Unsecured Notes and total borrowings of $841,125 under the Amended ABL Facility, which represents an incremental $473,125 in proceeds. The Secured Notes Offering proceeds are net of $6,129 in deferred financing fees, which will be amortized and recorded as interest expense based on the effective interest method over the life of the loan. The deferred financing cost related to the ABL Facility of $18,768 are capitalized and amortized as interest expense over the loan term on a straight line basis. The Unsecured Financing proceeds are net of $1,086 in deferred financing fees, which will be amortized and recorded as interest expense based on the effective interest method over the life of the loan.

Secured Notes Offering	$	300,000
Amended ABL Facility	841,125
Unsecured Financing	200,000
Less: Secured Notes Offering Fees	(6,129		)
Less: Amended ABL Financing Fees	(18,768		)
Less: Unsecured Financing Fees	(1,086		)
Less: ABL Facility Borrowings	(368,000		)
Total Debt Financing Adjustment	$	947,142

k) Represents the issuance of 9,200,000 shares of Common Stock at $16.00.

Equity Offering	$	147,200
Less: Financing fees	(7,575		)
Total Equity Offering	$	139,625

4. Unaudited Pro Forma Statement of Operations Adjustments:

a) Represents the incremental amortization expense relating to the fair value purchase accounting adjustments for the Acquisition, as follows:

	Estimated Useful Life	Estimated Fair Value		Six months ended June 30, 2018			Year ended December 31, 2017
Trade names and trademarks	2 years	$	3,000	$	750		$	1,500
Customer list	10 years	5,000		250			500
Leasehold interest	6.2 years	4,096		330			660
Less: historical amortization				(330		)	(660		)
Net Pro Forma Adjustment				$	1,000		$	2,000

b) This adjustment reflects the income tax expense/benefit effects of the unaudited pro forma adjustments based on applicable statutory tax rates for the jurisdictions associated with the respective pro forma adjustments. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the ModSpace Acquisition. Further, the combined company’s ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes is subject to limitations. In general, under Section 382 of the Internal Revenue Code (“Code’), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses (referred to as “NOLs”) to offset future taxable income. Tax related adjustments included in the unaudited pro forma condensed combined financial information are based on the tax law in effect during the annual period for which the unaudited pro forma condensed combined statements of operations is being presented, and therefore incorporates effects of the US 2017 Tax Act signed on December 22, 2017. Provisional amounts based on management’s reasonable estimates of the effects of the 2017 Tax Act have been reflected in the unaudited pro forma condensed combined financial information, as the full determination of the accounting implications of the 2017 Tax Act has not yet been completed. Because the combined company will be in tax loss position in 2017, all pro-forma adjustments for US tax effects are at the US (federal and state) statutory tax rate of 25.8% since the adjustments represent future deductible or taxable temporary differences.

c) Reflects the pro forma adjustment for the change in non-controlling interest as a result of dilution from the issuance of additional WS Holdings shares issued as referenced in note 3(i). The non-controlling interest was reduced from 10% to approximately 9.0%. In connection with the Business Combination, the non-controlling interest holder (“Sapphire”), an affiliate of the Company’s controlling stockholder, was issued (i) 8,024,419 shares of common stock WS Holdings, which shares are exchangeable for shares of the Company’s Common Stock and (ii) 8,024,419 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), representing a non-economic voting interest in the Company. Upon conversion or cancellation of any WS Holdings shares, the corresponding shares of the Company’s Class B Common Stock are automatically canceled for no consideration. Each share of common stock of WS

Holdings shall be converted upon exchange into that number of shares of the Company’s Common Stock as determined by an exchange ratio which shall be calculated based on (1) the aggregate ownership percentage of the exchanging holder of common stock of WS Holdings issued and outstanding on the date of the exercise notice and (2) the aggregate number of shares of the Company’s Common Stock issued and outstanding as of the same date. In determining such calculation, the following factors shall be taken into account: (i) any exercise or failure to exercise preemptive rights, (ii) any stock split, dividend, recapitalization or similar change in the Company’s Common Stock or the common stock of WS Holdings, (iii) any issuance of the Company’s Common Stock in connection with an acquisition transaction or debt financing or (iv) issuance of equity in connection with certain dilutive events under the WS Holdings shareholders agreement. In addition, the exchange ratio shall be adjusted to eliminate the dilutive effects of any release of the Company’s Common Stock from escrow pursuant to the Earnout Agreement (as defined below), the existence of any outstanding warrants, the termination of any lock-up on the warrants exercisable for the Company’s Common Stock, and the issuance of any shares of our Common Stock upon exercise of warrants.

d) Reflects the incremental interest expense related to the Company’s debt structure after the ModSpace Acquisition, comprised of the indebtedness represented by the Secured Notes, the Unsecured Notes and the borrowings under the Amended ABL Facility, as follows:

	Six months ended June 30, 2018			Year ended December 31, 2017
Interest on incremental borrowings under the Amended ABL Facility	$	10,867		$	21,733
Interest on the Secured Notes	10,869			21,678
Interest on the Unsecured Notes	11,343			22,475
Amortization of deferred financing cost	4,245			8,220
Reversal of ModSpace historical interest	(15,933		)	(40,412		)
Net Pro Forma Adjustment	$	21,391		$	33,694

The pro-forma combined interest expense for the year ended December 31, 2017 and six months ended June 30, 2018 is comprised as follows:

Debt Instrument	Expense Type	Six months ended June 30, 2018		Year ended December 31, 2017
$300M @ 7.875% Secured Notes (1)	Interest Expense	$	11,747	$	23,821
	Bridge Take-out Fee (actual)	—		3,750
	Debt Issuance Cost Amortization	769		1,569
ABL Facility (1) (2)	Interest Expense	8,178		6,151
	Interest Expense (Acton Purchase Effected - 237M of Additional Borrowings Assumed)	—		9,248
	Debt Issuance Cost Amortization	1,631		3,263
Sale-Leaseback, Capital Lease, and Other Financing Obligations (Actuals)	Interest Expense	1,433		3,050
	Debt Issuance Cost Amortization	116		331
Amended ABL Facility (Upsize to Principal balance of $841.1 million) (2)	Interest Expense	10,867		21,733
	Debt Issuance Cost Amortization	2,346		4,692
Secured Notes Offering @ 6.875%	Interest Expense	10,869		21,678
	Debt Issuance Cost Amortization	556		1,053
Unsecured Financing @ 10.0%	Interest Expense	11,343		22,475
	Debt Issuance Cost Amortization	1,343		2,475
Total Non-Cash Debt Issuance Cost Amortization		6,761		13,383
Total Cash Interest Expense and Fees		54,437		111,906
Total Pro Forma Interest Expense		$	61,198	$	125,289

(1) For the years ended December 31, 2017 the historical interest expense reflects one month of actual interest expense for the Secured Notes and ABL Facility as a result of the Business Combination. The pro forma adjustment for the year ended December 31, 2017 reflects an increase in interest expense as if these instruments had been outstanding for the full twelve month period. The pro forma adjustment for the six months ended June 30, 2018 represents interest expense as if the facilities were outstanding for the full six month period as there was no historical interest expense related to these instruments.

(2) At June 30, 2018 and December 31, 2017, the weighted average interest rate for borrowings under the ABL Facility and Amended ABL Facility was 4.02% and 4.58%, respectively.

Interest on outstanding borrowings under the Amended ABL Facility are based off the London Interbank Offered Rate (LIBOR) depending upon the date of borrowing. The 4.58% per annum rate used in the above calculation represents the current interest rate WSII is paying on the $473,125 of outstanding borrowings under the ABL Facility. A 1/8% change in interest rate to the drawn portion of the ABL Facility which is subject to a variable interest rate would increase or decrease the pro forma cash interest expense on the $841,125 of outstanding borrowings by approximately $1,051 annually and $526 for the six months ended June 30, 2018.

e) This adjustment reflects the income tax expense/benefit effects of the unaudited pro forma Financing Adjustments based on applicable statutory tax rates for the jurisdictions associated with the respective pro forma adjustments. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the ModSpace Acquisition. Provisional amounts are based on management’s reasonable estimates of the effects of the 2017 Tax Act have been reflected in the unaudited pro forma condensed combined financial information, as the full determination of the accounting implications of the 2017 Tax Act has not yet been completed. Because the combined pro-forma company will be in tax loss position in 2017, all pro-forma adjustments for US tax effects are at the federal and state US statutory tax rate of 25.8% since the adjustments represent future deductible or taxable temporary differences.

f) Pro forma loss per common share for the year ended December 31, 2017, and six months ended June 30, 2018 has been calculated based on the estimated weighted average number of common shares outstanding on a pro forma basis, as described below. The pro forma weighted average number of common shares outstanding has been calculated as if the shares issued in the Equity Offering and for the Common Stock Consideration had been issued and outstanding on January 1, 2017.

The following table sets forth the computation of weighted average common and diluted shares outstanding:

	Six months ended June 30, 2018	Year ended December 31, 2017

Historical WillScot weighted average shares	77,814,456	19,760,189
Recapitalization as a result of the Business Combination (1)	—	52,459,585
Adjusted Weighted Average Shares as a Result of the Business Combination	77,814,456	72,219,774

Weighted average shares for the Equity Offering	9,200,000	9,200,000
Adjusted Weighted Average Shares as a Result of the Offering	87,014,456	81,419,774

Common Stock Consideration for the ModSpace Acquisition	6,458,500	6,458,500
Release of founders shares upon Qualifying Acquisition (2)	2,000,000	2,000,000
Pro Forma Weighted Average Shares Outstanding	95,472,956	89,878,274

(1) Represents the incremental shares to reflect the weighted average shares outstanding calculation as if the Business Combination had occurred as of January 1, 2017. As the Business Combination occurred in November 2017 the historical weighted average share calculation only includes those shares for part of the year.

(2) The ModSpace Acquisition constituted a Qualifying Acquisition as defined under the terms of the earnout agreement, by and among Double Eagle Acquisition LLC (“DEAL”) and Harry E. Sloan (together with DEAL, the “Founders”) and Sapphire, entered into at the closing of the business combination with WSII (the “Earnout Agreement”). As noted in our Current Report on Form 8-K filed on August 23, 2018, the Founders and Sapphire jointly submitted written instructions on August 21, 2018, to Continental Stock Transfer & Trust Company, as escrow agent and transfer agent of the Company (the “Escrow Agent”), to effectuate the following transactions: (i) the release of the 6,212,500 remaining shares of Common Stock held in escrow pursuant to that certain Escrow Agreement dated November 29, 2017 (“Escrow Agreement”) by and among the Founders, Sapphire, the Company, and the Escrow Agent; (ii) the release from lock-up of the warrants to purchase shares of Common Stock held by the Founders and subject to lock-up pursuant to the Earnout Agreement; and (iii) transfer to Sapphire by the Founders of one-third of the warrants released from lock-up, with the remainder retained by the Founders. As a result, all shares of Common Stock and warrants to purchase Common Stock subject to the Escrow Agreement have been released from escrow, and the Escrow Agreement and Earnout Agreement have been terminated.

The unaudited pro forma condensed combined statement of operations and pro forma combined balance sheet do not give effect to the elimination of non-recurring reorganization gains, synergies as a result of restructuring, losses, or expenses incurred in connection with ModSpace’s exit from bankruptcy in March 2017. In addition, included within the Company’s historical statement of operations for the year ended December 31, 2017 are the following costs; (i) $15,112 from related to corporate and other segment; (ii) $60,743 in goodwill impairment; (iii) $23,881 in transaction fees; (iv) $9,382 in Algeco long-term incentive plans; (v) currency gains of $12,878; (vi) restructuring costs of $2,196; and (vii) other expense of $2,515.

5. Business Combination:

a) Represents the elimination of foreign currency translation loss related to the historical related party debt of the Company that was settled as part of the Business Combination for the year ended December 31, 2017.

b) Represents the elimination of the historical interest income and expense associated with related party debt instruments that were settled as part of the Business Combination, and an adjustment to reflect interest expense on (i) the $300 million of Senior Secured Notes placed on the date of the Business Combination and (ii) the ABL Facility as if such instruments were outstanding beginning January 1, 2017.

c) This adjustment reflects the income tax expense/benefit effects of the unaudited pro forma adjustments based on applicable statutory tax rates for the jurisdictions associated with the respective pro forma adjustments. Because the tax rates used for these unaudited pro forma condensed combined financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the ModSpace Acquisition. Because the combined pro-forma company will be in tax loss position in 2017, all pro-forma adjustments for US tax effects are at the federal and state US statutory tax rate of 25.8%.

6. Acquisition of Acton Mobile:

On December 20, 2017, we consummated the Acton Acquisition, pursuant to which we acquired 100% of the issued and outstanding ownership interests of Acton for a cash purchase price of $237.1 million, subject to certain adjustments. Acton owns all of the issued and outstanding membership interests of New Acton Mobile Industries, which provided modular space and portable storage rental services across the US. We funded the Acton Acquisition with cash on hand and borrowings under the ABL Facility. The historical Acton operations have been reflected in a separate column for the period from January 1, 2017 to December 20, 2017 (i.e. the period for which Acton had not been included in the Company’s historical financial results) in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017. The assets and liabilities of Acton have been reflected in the Company’s consolidated balance sheet as of December 20, 2017, as such, no adjustment is required to the pro forma balance sheet as of June 30, 2018. For a description of the Acton Acquisition, see note 2 of the Company’s consolidated financial statements for the year ended December 31, 2017 included in the Company’s 2017 10-K.

a) Represents an adjustment to depreciation expense of $5,664 as a result of a step up in fair value for rental equipment for the period from January 1, 2017 to December 20, 2017, respectively.

b) Represents the elimination of $5,480 of non-recurring transaction costs incurred by Acton as part of the Acton Acquisition for the period from January 1, 2017 to December 20, 2017, respectively.

c) Represents an adjustment of $70 to the selling, general and administrative expense as a result of a step-up in fair value of the leases acquired for the year ended December 31, 2017.

d) Represents the incremental depreciation and amortization expense of $708 and $(334), respectively relating to the fair value of intangible assets and other property, plant and equipment acquired in the Acton Acquisition for the period from January 1, 2017 to December 20, 2017.

e) Represents the incremental interest expense of approximately $4,199 related to the incremental indebtedness of $237 million incurred for the Acton Acquisition for the period from January 1, 2017 to December 20, 2017. The weighted average interest rate of the borrowings was 4.35%.

f) This adjustment reflects the income tax expense/benefit effects of the unaudited pro forma adjustments based on applicable statutory tax rates for the jurisdictions associated with the respective pro forma adjustments. Acton was a partnership for which no income tax expense was recorded in its historical statement of operations. Because the tax rates used for these pro forma financial statements are an estimate, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the ModSpace Acquisition. Further, following the completion of the ModSpace Acquisition, the Company’s ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes is subject to limitations. In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. Tax related adjustments included in the unaudited pro forma condensed combined financial information are based on the tax law in effect during the period for which the unaudited pro forma condensed combined statements of operations is being presented, and therefore incorporates effects of the US 2017 Tax Act signed on December 22, 2017. Provisional amounts are based on management’s reasonable estimates of the effects of the 2017 Tax Act have been reflected in the unaudited pro forma condensed combined financial information, as the full determination of the accounting implications of the 2017 Tax Act has not yet been completed. Because the combined pro-

forma company will be in tax loss position in 2017, all pro-forma adjustments for US tax effects are at the federal and state US statutory tax rate of 25.8 percent since the adjustments represent future deductible or taxable temporary differences.

SEC Filing | Investor Relations | WillScot Mobile Mini Holdings Corp.