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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number:001-37552
WillScot Logo.jpg
WILLSCOT HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware82-3430194
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
4646 E Van Buren St., Suite 400
Phoenix, Arizona 85008
(Address, including zip code, of principal executive offices)

(480) 894-6311
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareWSC
The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Shares of Common Stock, par value $0.0001 per share, outstanding: 188,490,850 shares at July 24, 2024.



WILLSCOT HOLDINGS CORPORATION
Quarterly Report on Form 10-Q
Table of Contents
PART I Financial Information
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023


2


ITEM 1.    Financial Statements

WillScot Holdings Corporation
Condensed Consolidated Balance Sheets
(in thousands, except share data)
June 30, 2024 (unaudited)
December 31, 2023
Assets
Cash and cash equivalents$5,924 $10,958 
Trade receivables, net of allowances for credit losses at June 30, 2024 and December 31, 2023 of $89,070 and $81,656, respectively
442,205 451,130 
Inventories49,727 47,406 
Prepaid expenses and other current assets74,134 57,492 
Assets held for sale – current4,387 2,110 
Total current assets576,377 569,096 
Rental equipment, net3,402,707 3,381,315 
Property, plant and equipment, net351,513 340,887 
Operating lease assets253,913 245,647 
Goodwill1,175,701 1,176,635 
Intangible assets, net272,444 419,709 
Other non-current assets16,113 4,626 
Total long-term assets5,472,391 5,568,819 
Total assets$6,048,768 $6,137,915 
Liabilities and equity
Accounts payable$118,890 $86,123 
Accrued expenses150,203 129,621 
Accrued employee benefits44,122 45,564 
Deferred revenue and customer deposits233,555 224,518 
Operating lease liabilities – current63,884 57,408 
Current portion of long-term debt21,140 18,786 
Total current liabilities631,794 562,020 
Long-term debt3,459,255 3,538,516 
Deferred tax liabilities524,941 554,268 
Operating lease liabilities - non-current190,746 187,837 
Other non-current liabilities40,696 34,024 
Long-term liabilities4,215,638 4,314,645 
Total liabilities4,847,432 4,876,665 
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2024 and December 31, 2023
— — 
Common Stock: $0.0001 par, 500,000,000 shares authorized and 188,591,960 and 189,967,135 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively
19 20 
Additional paid-in-capital2,014,327 2,089,091 
Accumulated other comprehensive loss(47,306)(52,768)
Accumulated deficit(765,704)(775,093)
Total shareholders' equity1,201,336 1,261,250 
Total liabilities and shareholders' equity$6,048,768 $6,137,915 

See the accompanying notes which are an integral part of these condensed consolidated financial statements.
3

WillScot Holdings Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands, except share data)2024202320242023
Revenues:
Leasing and services revenue:
Leasing$458,592 $449,320 $919,193 $889,271 
Delivery and installation108,147 112,754 208,509 219,384 
Sales revenue:
New units21,378 9,004 34,877 19,661 
Rental units16,473 11,011 29,192 19,241 
Total revenues604,590 582,089 1,191,771 1,147,557 
Costs:
Costs of leasing and services:
Leasing98,248 98,556 200,642 196,071 
Delivery and installation81,170 81,349 159,012 156,356 
Costs of sales:
New units13,358 4,795 21,631 11,003 
Rental units9,085 5,067 15,961 9,521 
Depreciation of rental equipment75,611 64,450 150,519 123,606 
Gross profit327,118 327,872 644,006 651,000 
Other operating expenses:
Selling, general and administrative174,610 146,810 342,178 297,680 
Other depreciation and amortization18,135 17,346 36,055 34,519 
Impairment loss on intangible asset132,540 — 132,540 — 
Lease impairment expense and other related charges, net(23)— 723 22 
Restructuring costs6,206 — 6,206 — 
Currency (gains) losses, net(42)14 35 6,789 
Other expense (income), net924 (2,838)1,555 (6,197)
Operating (loss) income(5,232)166,540 124,714 318,187 
Interest expense, net55,548 47,246 112,136 92,112 
(Loss) income from continuing operations before income tax(60,780)119,294 12,578 226,075 
Income tax (benefit) expense from continuing operations(13,929)31,565 3,189 62,075 
(Loss) income from continuing operations(46,851)87,729 9,389 164,000 
Discontinued operations:
Income from discontinued operations before income tax— — — 4,003 
Gain on sale of discontinued operations— — — 176,078 
Income tax expense from discontinued operations— — — 45,468 
Income from discontinued operations— — — 134,613 
Net (loss) income$(46,851)$87,729 $9,389 $298,613 
(Loss) earnings per share from continuing operations:
Basic$(0.25)$0.44 $0.05 $0.80 
Diluted$(0.25)$0.43 $0.05 $0.78 
Earnings per share from discontinued operations:
Basic $— $— $— $0.66 
Diluted$— $— $— $0.65 
(Loss) earnings per share:
Basic$(0.25)$0.44 $0.05 $1.46 
Diluted$(0.25)$0.43 $0.05 $1.43 
Weighted average shares:
Basic189,680,091 200,946,619 189,908,812 204,635,764 
Diluted189,680,091 204,326,162 192,409,616 208,233,141 
See the accompanying notes which are an integral part of these condensed consolidated financial statements.
4

WillScot Holdings Corporation
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands)
2024202320242023
Net (loss) income$(46,851)$87,729 $9,389 $298,613 
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of income tax expense of $0.
(4,154)5,915 (9,702)13,849 
Net gain on derivatives, net of income tax expense of $535 and $4,268 for the three months ended June 30, 2024 and 2023, respectively, and $5,050 and $4,046 for the six months ended June 30, 2024 and 2023, respectively.
1,624 12,831 15,164 12,164 
Total other comprehensive (loss) income(2,530)18,746 5,462 26,013 
Total comprehensive (loss) income$(49,381)$106,475 $14,851 $324,626 

See the accompanying notes which are an integral part of these condensed consolidated financial statements.
5

WillScot Holdings Corporation
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
Six Months Ended June 30, 2024
 Common StockAdditional Paid-in-CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Shareholders' Equity
(in thousands)SharesAmount
Balance at December 31, 2023189,967 $20 $2,089,091 $(52,768)$(775,093)$1,261,250 
Net income— — — — 56,240 56,240 
Other comprehensive income— — — 7,992 — 7,992 
Withholding taxes on net share settlement of stock-based compensation— — (14,524)— — (14,524)
Common Stock-based award activity628 — 9,099 — — 9,099 
Issuance of Common Stock from the exercise of options3 — 69 — — 69 
Balance at March 31, 2024190,598 20 2,083,735 (44,776)(718,853)1,320,126 
Net loss— — — — (46,851)(46,851)
Other comprehensive loss— — — (2,530)— (2,530)
Common Stock-based award activity26 — 9,614 — — 9,614 
Repurchase and cancellation of Common Stock(2,036)(1)(79,074)— — (79,075)
Issuance of Common Stock from the exercise of options4 — 52 — — 52 
Balance at June 30, 2024188,592 $19 $2,014,327 $(47,306)$(765,704)$1,201,336 

6

Six Months Ended June 30, 2023
Common StockAdditional Paid-in-CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Shareholders' Equity
(in thousands)SharesAmount
Balance at December 31, 2022207,952 $21 $2,886,951 $(70,122)$(1,251,550)$1,565,300 
Net income— — — — 210,884 210,884 
Other comprehensive income— — — 7,267 — 7,267 
Withholding taxes on net share settlement of stock-based compensation— — (10,058)— — (10,058)
Common stock-based award activity355 — 8,150 — — 8,150 
Repurchase and cancellation of Common Stock(4,589)— (217,687)— — (217,687)
Issuance of Common Stock from the exercise of options6 — 68 — — 68 
Balance at March 31, 2023203,723 21 2,667,424 (62,855)(1,040,666)1,563,924 
Net income— — — — 87,729 87,729 
Other comprehensive income— — — 18,746 — 18,746 
Common stock-based award activity35 — 9,348 — — 9,348 
Repurchase and cancellation of Common Stock(5,406)(1)(241,545)— — (241,546)
Issuance of Common Stock from the exercise of options24 — 344 — — 344 
Balance at June 30, 2023198,376 $20 $2,435,571 $(44,109)$(952,937)$1,438,545 

See the accompanying notes which are an integral part of these condensed consolidated financial statements.
7


WillScot Holdings Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
(in thousands)
20242023
Operating activities:
Net income$9,389 $298,613 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization186,574 158,125 
Provision for credit losses23,196 22,193 
Gain on sale of discontinued operations— (176,078)
Impairment loss on intangible asset132,540 — 
Gain on sale of rental equipment and other property, plant and equipment(12,523)(11,691)
Amortization of debt discounts and debt issuance costs5,916 5,501 
Stock-based compensation expense18,713 17,498 
Deferred income tax expense(22,995)90,675 
Loss on settlement of foreign currency forward contract— 7,715 
Unrealized currency gains, net(25)(1,030)
Other2,070 2,176 
Changes in operating assets and liabilities:
Trade receivables(12,701)(48,641)
Inventories(2,446)(2,273)
Prepaid expenses and other assets(10,512)(2,211)
Operating lease assets and liabilities1,076 37 
Accounts payable and other accrued expenses54,721 (19,705)
Deferred revenue and customer deposits11,294 10,016 
Net cash provided by operating activities384,287 350,920 
Investing activities:
Acquisitions, net of cash acquired (70,575)(149,421)
Purchase of rental equipment and refurbishments(137,591)(102,709)
Proceeds from sale of rental equipment30,668 25,254 
Purchase of property, plant and equipment(12,801)(11,189)
Proceeds from sale of property, plant and equipment215 265 
Purchase of investments(3,245)— 
Proceeds from sale of discontinued operations— 403,992 
Payment for settlement of foreign currency forward contract— (7,715)
Net cash (used in) provided by investing activities(193,329)158,477 
Financing activities:
Receipts from borrowings782,235 628,538 
Repayment of borrowings(870,028)(674,719)
Payment of financing costs(5,220)— 
Payments on finance lease obligations(9,569)(8,133)
Receipts from issuance of Common Stock from the exercise of options121 412 
Repurchase and cancellation of Common Stock(78,677)(456,297)
Taxes paid on employee stock awards(14,524)(10,058)
Net cash used in financing activities(195,662)(520,257)
Effect of exchange rate changes on cash and cash equivalents (330)746 
Net change in cash and cash equivalents (5,034)(10,114)
Cash and cash equivalents at the beginning of the period10,958 17,774 
Cash and cash equivalents at the end of the period$5,924 $7,660 
Supplemental cash flow information:
Interest paid, net$109,524 $86,123 
Income taxes paid, net$36,062 $15,055 
Capital expenditures accrued or payable$15,695 $18,740 

See the accompanying notes which are an integral part of these condensed consolidated financial statements.
8

WillScot Holdings Corporation
Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - Summary of Significant Accounting Policies
Organization and Nature of Operations
WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative and flexible turnkey temporary space solutions in the United States (“US”), Canada, and Mexico. The Company leases, sells, delivers and installs modular space solutions and portable storage products through an integrated network of branch locations that spans North America.
On July 29, 2024, the Company amended and restated its certificate of incorporation to effect a change of the Company’s name from “WillScot Mobile Mini Holdings Corp.” to “WillScot Holdings Corporation."
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated.
The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
Segment Reporting
In January 2024, the Company completed the unification of its go-to market structure by integrating its modular and storage divisions under a single leadership team organized by geography, achieving local product unification within each metropolitan statistical area and the ability to consistently deliver its portfolio of solutions to its entire customer base. In connection with this change in operating model, the Company realigned the composition of its operating and reportable segments to reflect how its Chief Operating Decision Maker reviews financial information to allocate resources to and assess performance of the segments. As a result, the Company concluded that its two operating segments (US and Other North America) are aggregated into one reportable segment as the operating segments share similar economic characteristics (e.g., comparable gross margins and comparable adjusted earnings before interest, taxes, depreciation and amortization margins) and similar qualitative characteristics as the operating segments offer similar products and services to similar customers, use similar methods to distribute products and are subject to similar competitive risks.
Reclassifications
Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.
Recently Issued Accounting Standards
ASU 2023-07. Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands the breadth and frequency of segment disclosures, requiring disclosure of (i) significant segment expenses, (ii) other segment items, (iii) the chief operating decision maker's title and position, (iv) how the chief operating decision maker uses the reported measures of a segment's profit or loss and (v) interim disclosure of all segment profit, loss and asset disclosures currently required annually. ASU 2023-07 clarifies that a public entity may report one or more measures of segment profit or loss and requires that single reportable segment entities provide all required segment disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its segment disclosures.
9

ASU 2023-09. Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued Accounting Standards Update No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. Public business entities ("PBEs") are required to provide this incremental detail in a numerical, tabular format, while all other entities will do so through enhanced qualitative disclosures. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

NOTE 2 - Acquisitions
Asset Acquisitions
During the six months ended June 30, 2024, the Company acquired certain assets and assumed certain liabilities of three local storage and modular companies, which consisted primarily of approximately 600 storage units and 800 modular units, for $70.6 million in cash, net of cash acquired. As of the acquisition dates, the fair value of rental equipment acquired was $67.7 million.
Integration Costs
The Company recorded $3.1 million and $2.2 million in integration costs related to business combinations, asset acquisitions, and the merger of WillScot and Mobile Mini, Inc. within selling, general and administrative expense ("SG&A") during the three months ended June 30, 2024 and 2023, respectively, and $5.9 million and $6.1 million in integration costs related to acquisitions and the merger during the six months ended June 30, 2024 and 2023, respectively.
Entry into an Agreement to Acquire McGrath RentCorp
On January 28, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath"). Upon consummation of the merger, each outstanding share of McGrath common stock shall be converted into the right to receive either (i) $123.00 in cash or (ii) 2.8211 shares of the Company’s common stock. Under the terms of the Merger Agreement, the Company expects McGrath’s shareholders will own approximately 12.6% of the Company following the McGrath acquisition. The McGrath acquisition has been approved by the Company's and McGrath’s respective boards of directors and McGrath's shareholders. The McGrath acquisition is subject to the satisfaction or waiver of certain customary closing conditions, including receipt of regulatory approval, and is expected to close in 2024.
In connection with the Merger Agreement, the Company entered into a commitment letter dated January 28, 2024, which was amended and restated on June 13, 2024 and modified by a Notice of Reduction of Bridge Commitments on June 28, 2024 (the "Commitment Letter"), pursuant to which certain financial institutions have committed to make available, in accordance with the terms of the Commitment Letter, (i) a $500 million eight-year senior secured bridge credit facility and (ii) an upsize to the existing $3.7 billion ABL Facility (as defined below) of Williams Scotsman, Inc., a subsidiary of the Company ("WSI"), by $750 million to $4.5 billion to repay McGrath's existing unsecured revolving lines of credit and notes, fund the cash portion of the consideration, and pay the fees, costs and expenses incurred in connection with the McGrath acquisition and the related transactions.
The Company recorded $22.9 million and $35.2 million in legal and professional fees primarily related to the acquisition of McGrath within selling, general and administrative expense ("SG&A") during the three and six months ended June 30, 2024, respectively.

10

NOTE 3 - Discontinued Operations
UK Storage Solutions Divestiture
On January 31, 2023, the Company sold its former UK Storage Solutions segment for $418.1 million. Exiting the UK Storage Solutions segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses in North America. Results for the former UK Storage Solutions segment are reported in income from discontinued operations within the 2023 condensed consolidated statement of operations.
The following table presents the results of the former UK Storage Solutions segment as reported in income from discontinued operations within the condensed consolidated statement of operations.
(in thousands)Six Months Ended
June 30, 2023
Revenues:
Leasing and services revenue:
Leasing$6,389 
Delivery and installation1,802 
Sales revenue:
New units54 
Rental units449 
Total revenues8,694 
Costs:
Costs of leasing and services:
Leasing1,407 
Delivery and installation1,213 
Costs of sales:
New units38 
Rental units492 
Gross profit5,544 
Expenses:
Selling, general and administrative1,486 
Other income, net(1)
Operating income4,059 
Interest expense56 
Income from discontinued operations before income tax4,003 
Gain on sale of discontinued operations 175,708 
Income tax expense from discontinued operations45,468 
Income from discontinued operations$134,243 
In January 2023, a $0.4 million adjustment was made to the gain on sale of the former Tank and Pump segment due to the final contractual working capital adjustment. Including this adjustment, the total gain on sale of discontinued operations was $176.1 million for the six months ended June 30, 2023.
For the six months ended June 30, 2023, significant investing items related to the former UK Storage Solutions segment were as follows:
(in thousands)
Six Months Ended
June 30, 2023
Investing activities of discontinued operations:
Proceeds from sale of rental equipment$514 
Purchases of rental equipment and refurbishments$(371)
Proceeds from sale of property, plant and equipment$8 
Purchases of property, plant and equipment$(64)

11

NOTE 4 - Revenue
Revenue Disaggregation
Geographic Areas
The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2024 and 2023 as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands)2024202320242023
US$564,980 $545,333 $1,118,413 $1,078,507 
Canada32,306 30,839 58,838 57,780 
Mexico7,304 5,917 14,520 11,270 
Total revenues$604,590 $582,089 $1,191,771 $1,147,557 
Major Product and Service Lines
Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows. This includes turnkey temporary modular space and portable storage units along with value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, integral tool racking, heavy duty capacity shelving, workstations, electrical and lighting products and other items used by customers in connection with the Company's products. The Company also offers its lease customers a damage waiver program that protects them in case the leased unit is damaged. Leasing is complemented by new unit sales and sales of rental units. In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance and ad hoc services and removal services at the end of lease transactions.
The Company’s revenue by major product and service line for the three and six months ended June 30, 2024 and 2023 was as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands)2024202320242023
Modular space leasing revenue$253,725 $236,625 $505,872 $461,095 
Portable storage leasing revenue86,433 93,462 177,882 190,777 
VAPS and third party leasing revenues(a)
100,112 97,698 196,426 191,825 
Other leasing-related revenue(b)
18,322 21,535 39,013 45,574 
Leasing revenue458,592 449,320 919,193 889,271 
Delivery and installation revenue108,147 112,754 208,509 219,384 
Total leasing and services revenue566,739 562,074 1,127,702 1,108,655 
New unit sales revenue21,378 9,004 34,877 19,661 
Rental unit sales revenue16,473 11,011 29,192 19,241 
Total revenues$604,590 $582,089 $1,191,771 $1,147,557 
(a)
Includes $10.1 million and $6.1 million of service revenue for the three months ended June 30, 2024 and 2023, respectively, and $20.1 million and $11.7 million of service revenue for the six months ended June 30, 2024 and 2023, respectively.
(b)Includes primarily damage billings, delinquent payment charges, and other processing fees.
Leasing and Services Revenue
The majority of revenue (74% and 75% for the three and six months ended June 30, 2024, respectively, and 76% for both the three and six months ended June 30, 2023) was generated by lease income subject to the guidance of Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASC 842"). The remaining revenue was generated by performance obligations in contracts with customers for services or the sale of units subject to the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606").
Receivables and Credit Losses
The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 842 and ASC 606, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues.
12

Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets. The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures.
The Company's allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect. The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, and historical collection experience. The Company's estimates reflect changing circumstances, and the Company may be required to increase or decrease its allowance in future periods.
Activity in the allowance for credit losses was as follows:
Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands)2024202320242023
Balance at beginning of period$86,418 $61,402 $81,656 $57,048 
Provision for credit losses, net of recoveries11,389 13,390 23,196 22,193 
Write-offs(8,605)(6,969)(15,659)(11,506)
Foreign currency translation and other(132)273 (123)361 
Balance at end of period$89,070 $68,096 $89,070 $68,096 
Contract Assets and Liabilities
When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. The balance sheet classification of deferred revenue is determined based on the contractual lease term. For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed. As of June 30, 2024 and December 31, 2023, the Company had approximately $131.5 million and $124.1 million, respectively, of deferred revenue related to services billed in advance. During the three and six months ended June 30, 2024, $20.1 million and $47.7 million, respectively, of deferred revenue billed in advance was recognized as revenue.
The Company does not have material contract assets, and it did not recognize any material impairments for any contract assets.
The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues that are expected to be recognized within twelve months, the Company has elected to utilize the optional disclosure exemption regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the market rate in place at the time those services are provided, and therefore, the Company is applying the optional expedient to omit disclosure of such amounts.
The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred.

NOTE 5 - Leases
As of June 30, 2024, the future lease payments for operating and finance lease liabilities were as follows:
(in thousands)OperatingFinance
2024 (remaining)$33,385 $13,911 
202572,199 27,000 
202657,067 26,749 
202745,506 23,504 
202833,910 25,985 
Thereafter55,379 33,272 
Total lease payments297,446 150,421 
Less: interest(42,816)(20,857)
Present value of lease liabilities$254,630 $129,564 
Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets.
13

The Company’s lease activity during the six months ended June 30, 2024 and 2023 was as follows:
(in thousands)Six Months Ended June 30,
Financial Statement Line20242023
Finance Lease Expense
Amortization of finance lease assets$6,693 $7,580 
Interest on obligations under finance leases 2,991 1,566 
Total finance lease expense $9,684 $9,146 
Operating Lease Expense
Fixed lease expense
Cost of leasing and services$601 $723 
Selling, general and administrative39,261 32,006 
Lease impairment expense and other related charges22 — 
Short-term lease expense
Cost of leasing and services14,026 12,404 
Selling, general and administrative997 883 
Lease impairment expense and other related charges— 22 
Variable lease expense
Cost of leasing and services523 1,675 
Selling, general and administrative5,359 4,847 
Lease impairment expense and other related charges701 — 
Total operating lease expense$61,490 $52,560 
     Supplemental cash flow information related to leases for the six months ended June 30, 2024 and 2023 was as follows:
(in thousands)Six Months Ended June 30,
Supplemental Cash Flow Information20242023
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$39,374 $33,501 
Operating cash outflows from finance leases$3,020 $1,515 
Financing cash outflows from finance leases$9,568 $8,087 
Right of use assets obtained in exchange for lease obligations$43,751 $36,604 
Assets obtained in exchange for finance leases $22,077 $24,382 
Weighted average remaining operating lease terms and the weighted average discount rates as of June 30, 2024 and December 31, 2023 were as follows:
Lease Terms and Discount RatesJune 30, 2024December 31, 2023
Weighted average remaining lease term - operating leases5.1 years5.4 years
Weighted average discount rate - operating leases5.9 %5.9 %
Weighted average remaining lease term - finance leases4.9 years5.0 years
Weighted average discount rate - finance leases5.0 %4.8 %

14

NOTE 6 - Inventories
Inventories at the respective balance sheet dates consisted of the following:
(in thousands)
June 30, 2024December 31, 2023
Raw materials$43,701 $43,071 
Finished units6,026 4,335 
Inventories$49,727 $47,406 

NOTE 7 - Rental Equipment
Rental equipment, net at the respective balance sheet dates consisted of the following:
(in thousands)
June 30, 2024December 31, 2023
Modular space units$3,620,534 $3,541,451 
Portable storage units1,046,147 1,009,059 
Value added products205,913 204,933 
Total rental equipment4,872,594 4,755,443 
Less: accumulated depreciation(1,469,887)(1,374,128)
Rental equipment, net$3,402,707 $3,381,315 

NOTE 8 - Goodwill and Intangibles
Goodwill
Changes in the carrying amount of goodwill were as follows:
(in thousands)
Balance at December 31, 2022$1,011,429 
Additions from acquisitions164,502 
Effects of movements in foreign exchange rates704 
Balance at December 31, 20231,176,635 
Effects of movements in foreign exchange rates(934)
Balance at June 30, 2024$1,175,701 
The Company had no goodwill impairment during the six months ended June 30, 2024 or the year ended December 31, 2023.
Intangible Assets
Intangible assets other than goodwill at the respective balance sheet dates consisted of the following:
June 30, 2024
(in thousands)Weighted average remaining life (in years)Gross carrying amountAccumulated amortizationNet book value
Intangible assets subject to amortization:
Customer relationships
4.0$214,408 $(98,924)$115,484 
Technology2.01,500 (1,000)500 
Trade name – Mobile Mini3.131,460 — 31,460 
Indefinite-lived intangible assets:
Trade name – WillScot125,000 — 125,000 
Total intangible assets other than goodwill$372,368 $(99,924)$272,444 
15

December 31, 2023
(in thousands)Weighted average remaining life (in years)Gross carrying amountAccumulated amortizationNet book value
Intangible assets subject to amortization:
Customer relationships
4.5$214,408 $(84,324)$130,084 
Technology2.51,500 (875)625 
Indefinite-lived intangible assets:
Trade name – Mobile Mini164,000 — 164,000 
Trade name – WillScot125,000 — 125,000 
Total intangible assets other than goodwill$504,908 $(85,199)$419,709 
Amortization expense related to intangible assets was $7.3 million and $6.0 million for the three months ended June 30, 2024 and 2023, respectively, and $14.7 million and $11.9 million for the six months ended June 30, 2024 and 2023, respectively.
In the second quarter of 2024, the Company determined that a review of the carrying value of the Mobile Mini trade name was necessary based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name. As of June 30, 2024, the Mobile Mini trade name was tested for impairment using the relief from royalty valuation method. This valuation represents a Level 3 asset measured at fair value on a nonrecurring basis. After determining the estimated fair value, the Company recorded an impairment charge of $132.5 million during the three months ended June 30, 2024. This non-cash charge was recorded to impairment loss on intangible asset on the consolidated statement of operations. As of June 30, 2024, the remaining net book value of the Mobile Mini trade name was $31.5 million, which will be amortized over a remaining useful life of approximately 3.1 years. The Company did not record any other impairment charges during the six months ended June 30, 2024.
As of June 30, 2024, the expected future amortization expense for intangible assets is as follows for the years ended December 31:
(in thousands)
2024 (remaining)$24,221 
202542,474 
202635,703 
202730,426 
202814,620 
Total$147,444 

NOTE 9 - Debt
The carrying value of debt outstanding at the respective balance sheet dates consisted of the following:
(in thousands, except rates)Interest rateYear of maturityJune 30, 2024December 31, 2023
2025 Secured Notes6.125%2025$523,988 $522,735 
ABL FacilityVaries20271,344,702 1,929,259 
2028 Secured Notes4.625%2028495,034 494,500 
2029 Secured Notes6.625%2029493,094 — 
2031 Secured Notes7.375%2031494,013 493,709 
Finance LeasesVariesVaries129,564 117,099 
Total debt3,480,395 3,557,302 
Less: current portion of long-term debt21,140 18,786 
Total long-term debt$3,459,255 $3,538,516 
16

Maturities of debt, including finance leases, during the periods subsequent to June 30, 2024 are as follows:
(in thousands)
2024 (remaining)$13,911 
2025553,500 
202626,749 
20271,391,083 
2028525,985 
Thereafter1,033,272 
Total$3,544,500 
Asset Backed Lending Facility
On July 1, 2020, certain subsidiaries of the Company, including WSI, entered into an asset-based credit agreement. As amended on June 30, 2022, the agreement provides for revolving credit facilities in the aggregate principal amount of up to $3.7 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $3.3 billion (the “US Facility”), (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the "ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $750.0 million and the amount of suppressed availability (as defined in the ABL Facility), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval. The ABL Facility is scheduled to mature on June 30, 2027.
The applicable margin for Canadian Bankers' Acceptance Rate, Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro loans is 1.50%. The facility includes a credit spread adjustment of 0.10% in addition to the applicable margin. The applicable margin for base rate and Canadian Prime Rate loans is 0.50%. The applicable margins are subject to one step down of 0.25% or one step up of 0.25% based on the Company's leverage ratio and excess availability from the prior quarter. The ABL Facility requires the payment of a commitment fee on the unused available borrowings of 0.20% annually. As of June 30, 2024, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.32%. Refer to Note 12 for a detailed discussion of interest rate management.
On February 26, 2024, WSI entered into an amendment to the ABL Facility (the "Fifth Amendment") to, among other things, change the rate under the ABL Facility for borrowings denominated in Canadian Dollars from a Canadian Dollar Offered Rate ("CDOR")-based rate to a Canadian Overnight Repo Rate Average ("CORRA")-based rate, subject to certain adjustments specified in the ABL Facility, and to update certain other provisions regarding successor interest rates to CDOR.
In connection with the Company's pending acquisition of McGrath, on February 27, 2024, WSI and certain other subsidiaries of the Company entered into an amendment to the ABL Facility (the "Sixth Amendment") to, among other things, (i) permit the incurrences of indebtedness by WSI and certain other subsidiaries of the Company to finance the McGrath acquisition; (ii) increase the maximum revolving credit facility amount to $4.45 billion, including an increase to the US Facility of $744.5 million and an increase to the Multicurrency of $5.5 million; and (iii) modify the borrowing base, certain thresholds, basket sizes and default and notice triggers to account for the increased size of the business and new asset types of WSI and its subsidiaries following the McGrath acquisition. The amendments contemplated by the Sixth Amendment will not become effective until the closing of the McGrath acquisition.
Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate revolver commitments and (ii) the borrowing base ("Line Cap"). At June 30, 2024, the Line Cap was $3.2 billion and the Company had $1.8 billion of available borrowing capacity under the ABL Facility, including $1.6 billion under the US Facility and $195.1 million under the Multicurrency Facility. Borrowing capacity under the ABL Facility is made available for up to $220.0 million letters of credit and $220.0 million swingline loans. At June 30, 2024, the available capacity was $199.2 million of letters of credit and $217.4 million of swingline loans. At June 30, 2024, letters of credit and bank guarantees carried fees of 1.625%. The Company had issued $20.8 million of standby letters of credit under the ABL Facility at June 30, 2024.
The Company had approximately $1.4 billion of outstanding borrowings under the ABL Facility at June 30, 2024. Debt issuance costs of $22.9 million and $26.8 million were presented as direct reductions of the corresponding liabilities at June 30, 2024 and December 31, 2023, respectively.
The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of WSI and the Company’s other subsidiaries that are borrowers or guarantors under the ABL Facility (collectively the “ABL Loan Parties”), subject to customary exclusions.
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Senior Secured Notes
The 2025 Secured Notes mature on June 15, 2025. At June 30, 2024, the 2025 Secured Notes were classified as long-term on the Condensed Consolidated Balance Sheet because the Company has the intent and believes it has the ability to refinance this obligation on a long-term basis as demonstrated by the forecasted available capacity under the ABL Facility if other refinancing efforts are unsuccessful or uneconomical.
On June 28, 2024, WSI completed a private offering of $500.0 million in aggregate principal amount of 6.625% senior secured notes due 2029 (the "2029 Secured Notes") to qualified institutional buyers pursuant to Rule 144A. Proceeds were used to repay approximately $495.0 million of outstanding indebtedness under the ABL Facility and certain fees and expenses. The 2029 Secured Notes mature on June 15, 2029 and bear interest at a rate of 6.625% per annum. Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2024. Unamortized deferred financing costs pertaining to the 2029 Secured Notes were $6.9 million as of June 30, 2024.
The 2025 Secured Notes, 2028 Secured Notes, 2029 Secured Notes and 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”). WillScot is not a guarantor of the Secured Notes. The Note Guarantors are guarantors or borrowers under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the Secured Notes. The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of WSI and the Note Guarantors securing the ABL Facility. Upon the repayment of the 2025 Secured Notes and the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes and the 2031 Secured Notes (other than certain permitted), the collateral securing the 2029 Secured Notes and the 2031 Secured Notes will be released and the 2029 Secured Notes and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions.
Finance Leases
The Company maintains finance leases primarily related to transportation-related equipment. At June 30, 2024 and December 31, 2023, obligations under finance leases were $129.6 million and $117.1 million, respectively. Refer to Note 5 for further information.
The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of June 30, 2024.

NOTE 10 – Equity
Common Stock
In connection with the stock compensation vesting and stock option exercises described in Note 14, the Company issued 660,338 shares of Common Stock during the six months ended June 30, 2024.
Stock Repurchase Program
In May 2023, the Board of Directors approved a reset of the share repurchase program authorizing the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing, business, legal, accounting, and other considerations.
During the six months ended June 30, 2024, the Company repurchased 2,035,513 shares of Common Stock for $78.7 million, excluding excise tax. As of June 30, 2024, $419.5 million of the authorization for future repurchases of the Common Stock remained available.
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2024 and 2023 were as follows:
Six Months Ended June 30, 2024
(in thousands)Foreign currency translationUnrealized gains on hedging activitiesTotal
Balance at December 31, 2023$(56,031)$3,263 $(52,768)
Other comprehensive (loss) income before reclassifications(5,548)18,807 13,259 
Reclassifications from AOCI to income— (5,267)(5,267)
Balance at March 31, 2024(61,579)16,803 (44,776)
Other comprehensive (loss) income before reclassifications(4,154)7,247 3,093 
Reclassifications from AOCI to income— (5,623)(5,623)
Balance at June 30, 2024$(65,733)$18,427 $(47,306)
18

Six Months Ended June 30, 2023
(in thousands)Foreign currency translationUnrealized gains on hedging activitiesTotal
Balance at December 31, 2022$(70,122)$— $(70,122)
Other comprehensive income before reclassifications7,934 859 8,793 
Reclassifications from AOCI to income— (1,526)(1,526)
Balance at March 31, 2023(62,188)(667)(62,855)
Other comprehensive income before reclassifications5,915 15,761 21,676 
Reclassifications from AOCI to income— (2,930)(2,930)
Balance at June 30, 2023$(56,273)$12,164 $(44,109)
For the three months ended June 30, 2024 and 2023, gains of $5.6 million and $2.9 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps. For the six months ended June 30, 2024 and 2023, gains of $10.9 million and $4.5 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps. The interest rate swaps are discussed in Note 12. Associated with these reclassifications, the Company recorded a tax benefit of $1.6 million and tax expense of $0.7 million for the three months ended June 30, 2024 and 2023, respectively, and tax expense of $3.0 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively.

NOTE 11 – Income Taxes
The Company recorded $13.9 million of income tax benefit from continuing operations and $3.2 million of income tax expense from continuing operations for the three and six months ended June 30, 2024, respectively, and $31.6 million and $62.1 million of income tax expense from continuing operations for the three and six months ended June 30, 2023, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2024 was 22.9% and 25.4%, respectively. The Company's effective tax rate for the three and six months ended June 30, 2023 was 26.5% and 27.5%, respectively.
The effective tax rate for the three and six months ended June 30, 2024 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and non-deductible executive compensation, partially offset by a discrete tax benefit related to employee stock vesting. The effective tax rate for the three and six months ended June 30, 2023 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and an add-back for non-deductible executive compensation.

NOTE 12 - Derivatives
In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $750.0 million in aggregate notional amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a weighted average fixed interest rate of 3.44% on the notional amount.
In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $500.0 million in aggregate notional amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a weighted average fixed interest rate of 3.70% on the notional amount.
The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027. The floating rate that the Company receives under the terms of these swap agreements was 5.35% at June 30, 2024.
The location and the fair value of derivative instruments designated as hedges were as follows:
(in thousands)Balance Sheet LocationJune 30, 2024December 31, 2023
Cash Flow Hedges:
Interest rate swapsPrepaid expenses and other current assets$17,124 $9,145 
Interest rate swapsOther non-current assets$7,894 $— 
Interest rate swapsOther non-current liabilities$— $(4,595)
The fair value of the interest rate swaps was based on dealer quotes of market forward rates, which are Level 2 inputs on the fair value hierarchy (see Note 13), and reflected the amount that the Company would receive or pay as of June 30, 2024 for contracts involving the same attributes and maturity dates.
19

The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023:
Six Months Ended June 30,
(in thousands)20242023
Gain recognized in OCI$31,104 $20,666 
Location of gain recognized in incomeInterest expense, netInterest expense, net
Gain reclassified from AOCI into income$(10,890)$(4,456)

NOTE 13 - Fair Value Measures
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company utilizes the following accounting guidance for the three levels of inputs that may be used to measure fair value:
Level 1 -Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 -Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3 -Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions
The Company has assessed that the fair values of cash and short-term deposits, marketable securities, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental equipment, property, plant and equipment, goodwill, intangible assets and certain other assets. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at June 30, 2024 and December 31, 2023 approximate their respective book values. The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates.
The fair values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes are based on their last trading price at the end of each period obtained from a third party. The following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs:
June 30, 2024December 31, 2023
(in thousands)
Carrying Amount
Fair Value
Carrying Amount
Fair Value
2025 Secured Notes$523,988 $526,247 $522,735 $527,021 
2028 Secured Notes495,034 472,225 494,500 474,285 
2029 Secured Notes493,094 504,040 — — 
2031 Secured Notes494,013 514,970 493,709 528,075 
Total$2,006,129 $2,017,482 $1,510,944 $1,529,381 
As of June 30, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes included $2.5 million, $5.0 million, $6.9 million, and $6.0 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability. As of December 31, 2023, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $3.8 million, $5.5 million, and $6.3 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability.
The location and the fair value of derivative assets and liabilities in the condensed consolidated balance sheets are disclosed in Note 12.

NOTE 14 - Stock-Based Compensation
Stock-based compensation expense includes grants of stock options, time-based restricted stock units ("Time-Based RSUs") and performance-based restricted stock units ("Performance-Based RSUs," together with Time-Based RSUs, the "RSUs"). In addition, stock-based payments to non-executive directors include grants of restricted stock awards ("RSAs"). Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSU's market condition. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided.
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Restricted Stock Awards
The following table summarizes the Company's RSA activity for the six months ended June 30, 2024 and 2023:
20242023
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Outstanding at beginning of period28,946 $44.44 35,244 $37.17 
Granted32,332 $38.20 25,483 $44.59 
Vested(25,483)$44.59 (35,244)$37.17 
Outstanding at end of period35,795 $38.69 25,483 $44.59 
Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million for both the three months ended June 30, 2024 and 2023. Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.6 million for both the six months ended June 30, 2024 and 2023. At June 30, 2024, unrecognized compensation cost related to RSAs totaled $1.2 million and was expected to be recognized over the remaining weighted average vesting period of 0.9 years.
Time-Based RSUs
The following table summarizes the Company's Time-Based RSU activity for the six months ended June 30, 2024 and 2023:
20242023
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Outstanding at beginning of period618,836 $36.07 789,779 $26.16 
Granted273,524 $48.68 213,388 $50.74 
Forfeited(12,906)$44.47 (43,486)$34.67 
Vested(223,566)$33.31 (281,153)$22.40 
Outstanding at end of period655,888 $42.11 678,528 $34.91 
Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $2.7 million and $2.2 million for the three months ended June 30, 2024 and 2023, respectively. Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $5.0 million and $4.0 million for the six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, unrecognized compensation cost related to Time-Based RSUs totaled $21.9 million and was expected to be recognized over the remaining weighted average vesting period of 2.5 years.
Performance-Based RSUs
The following table summarizes the Company's Performance-Based RSU award activity for the six months ended June 30, 2024 and 2023:
20242023
Number of SharesWeighted-Average Grant Date Fair ValueNumber of SharesWeighted-Average Grant Date Fair Value
Outstanding at beginning of period1,939,691 $42.95 1,894,250 $33.67 
Granted295,833 $66.60 376,826 $69.52 
Forfeited(9,965)$46.18 (985)$69.52 
Vested(353,323)$39.10 (181,319)$16.82 
Outstanding at end of period1,872,236 $47.40 2,088,772 $41.54 
Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $6.6 million and $6.9 million for the three months ended June 30, 2024 and 2023, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $13.1 million and $12.7 million for the six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, unrecognized compensation cost related to Performance-Based RSUs totaled $41.4 million and was expected to be recognized over the remaining weighted average vesting period of 1.5 years.
21

Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in the S&P 400 index at the grant date over the performance period of three years. The target number of RSUs may be adjusted from 0% to 200% based on the TSR attainment levels defined by the Company's Compensation Committee. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 200% (for performance above the 85% percentile).
For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 years to 4.8 years. The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The target payout for the 555,790 Performance-Based RSUs is tied to a stock price of $47.50, with a payout ranging from 0 RSUs (for a stock price less than $42.50) to 1,333,334 RSUs (for a stock price of $60.00 or greater).
Stock Options
The following table summarizes the Company's stock option activity for the six months ended June 30, 2024:
WillScot OptionsWeighted-Average Exercise Price per ShareConverted
Mobile Mini Options		Weighted-Average Exercise Price per Share
Outstanding at beginning of period534,188 $13.60 829,246 $12.86 
Exercised— $— (7,093)$17.04 
Outstanding at end of period534,188 $