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wsc-20210630

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, 2021
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

https://cdn.kscope.io/e9315bf739cf2ff64145d880e7387dda-wsc-20210630_g1.jpg

WILLSCOT MOBILE MINI HOLDINGS CORP.

(Exact name of registrant as specified in its charter)


Delaware						82-3430194
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

4646 E Van Buren St., Suite 400

Phoenix, Arizona 85008

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

(480) 894-6311

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	WSC	The Nasdaq Capital Market
Warrants to purchase Common Stock(1)	WSCTW	OTC Markets Group Inc.

(1) Issued in connection with the registrant's acquisition of Modular Space Holding, Inc. in August 2018, which are exercisable for one share of the registrant's common stock at an exercise price of $15.50 per share.

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: 226,182,486 shares at August 2, 2021.

WILLSCOT MOBILE MINI HOLDINGS CORP.

Quarterly Report on Form 10-Q

Table of Contents


PART I Financial Information
	Item 1	Financial Statements (unaudited, except as noted below)
			Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 (audited)
			Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020
			Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2021 and 2020
			Condensed Consolidated Statem ent s of Changes in Equity for the Three and Six Months Ended June 30, 2021 and 2020
			Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020
			Notes to the Condensed Consolidated Financial Statements
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3	Quantitative and Qualitative Disclosures About Market Risk
	Item 4	Controls and Procedures
PART II Other Information
	Item 1	Legal Proceedings
	Item 1A	Risk Factors
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3	Defaults Upon Senior Securities
	Item 4	Mine Safety Disclosures
	Item 5	Other Information
	Item 6	Exhibits
SIGNATURE

ITEM 1. Financial Statements

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Balance Sheets


(in thousands, except share data)	June 30, 2021 (unaudited)		December 31, 2020

Assets
Cash and cash equivalents	$	15,402	$	24,937
Trade receivables, net of allowances for credit losses at June 30, 2021 and December 31, 2020 of $36,785 and $29,258, respectively	365,164		330,942
Inventories	32,294		23,731
Prepaid expenses and other current assets	26,686		29,954
Assets held for sale	—		12,004
Total current assets	439,546		421,568
Rental equipment, net	2,914,572		2,931,646
Property, plant and equipment, net	303,488		303,650
Operating lease assets	235,258		232,094
Goodwill	1,180,737		1,171,219
Intangible assets, net	474,327		495,947
Other non-current assets	11,785		16,081
Total long-term assets	5,120,167		5,150,637
Total assets	$	5,559,713	$	5,572,205
Liabilities and equity
Accounts payable	$	132,031	$	106,926
Accrued expenses	149,670		141,672
Deferred revenue and customer deposits	151,819		135,485
Operating lease liabilities - current	49,606		48,063
Current portion of long-term debt	16,557		16,521
Total current liabilities	499,683		448,667
Long-term debt	2,506,295		2,453,809
Deferred tax liabilities	332,492		307,541
Operating lease liabilities - non-current	184,874		183,761
Common stock warrant liabilities	—		77,404
Other non-current liabilities	30,956		37,150
Long-term liabilities	3,054,617		3,059,665
Total liabilities	3,554,300		3,508,332
Commitments and contingencies (see Note 17)
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2021 and December 31, 2020	—		—
Common Stock: $0.0001 par, 500,000,000 shares authorized and 226,832,627 and 229,038,158 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	23		23
Additional paid-in-capital	3,756,563		3,852,291
Accumulated other comprehensive loss	(24,757)		(37,207)
Accumulated deficit	(1,726,416)		(1,751,234)
Total shareholders' equity	2,005,413		2,063,873
Total liabilities and equity	$	5,559,713	$	5,572,205

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2021		2020		2021		2020
Revenues:
Leasing and services revenue:
Leasing	$	343,179	$	190,143	$	658,841	$	378,495
Delivery and installation	91,680		51,640		175,184		102,710
Sales revenue:
New units	11,008		9,763		21,963		19,376
Rental units	15,235		5,316		30,437		12,102
Total revenues	461,102		256,862		886,425		512,683
Costs:
Costs of leasing and services:
Leasing	83,032		47,747		152,927		97,556
Delivery and installation	77,153		43,523		147,289		87,388
Costs of sales:
New units	7,052		6,331		14,161		12,534
Rental units	8,162		3,803		17,267		7,609
Depreciation of rental equipment	62,893		45,494		118,591		91,442
Gross profit	222,810		109,964		436,190		216,154
Expenses:
Selling, general and administrative	122,387		63,653		238,872		129,190
Transaction costs	—		1,619		844		11,050
Other depreciation and amortization	21,622		2,883		39,946		5,957
Lease impairment expense and other related charges	474		1,394		1,727		3,055
Restructuring costs	6,960		749		10,102		689
Currency losses (gains), net	33		(380)		69		518
Other expense (income), net	719		(1,021)		(1,269)		(745)
Operating income	70,615		41,067		145,899		66,440
Interest expense	29,212		28,519		59,176		56,776
Fair value (gain) loss on common stock warrant liabilities	(610)		26,963		26,597		(68,366)
Loss on extinguishment of debt	2,814		—		5,999		—
Income (loss) before income tax	39,199		(14,415)		54,127		78,030
Income tax expense (benefit)	18,828		(285)		29,309		505
Net income (loss)	20,371		(14,130)		24,818		77,525
Net income attributable to non-controlling interest, net of tax	—		1,343		—		1,213
Net income (loss) attributable to WillScot Mobile Mini	$	20,371	$	(15,473)	$	24,818	$	76,312

Earnings (loss) per share attributable to WillScot Mobile Mini common shareholders
Basic	$	0.09	$	(0.14)	$	0.11	$	0.69
Diluted	$	0.08	$	(0.14)	$	0.11	$	0.06
Weighted average shares:
Basic	228,406,812		110,692,426		228,350,318		110,174,536
Diluted	236,536,713		110,692,426		234,898,911		112,336,118

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Net income (loss)	$	20,371	$	(14,130)	$	24,818	$	77,525
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income tax expense of $60 and $0 for the three and six months ended June 30, 2021 and $0 for the three and six months ended June 30, 2020, respectively	3,093		7,982		8,127		(13,162)
Net gain (loss) on derivatives, net of income tax expense of $656 and $0 for the three months ended June 30, 2021 and 2020, respectively and $1,323 and $0 for the six months ended June 30, 2021 and 2020, respectively	2,146		975		4,323		(7,783)
Total other comprehensive income (loss)	5,239		8,957		12,450		(20,945)
Comprehensive income (loss)	25,610		(5,173)		37,268		56,580
Comprehensive income (loss) attributable to non-controlling interest	—		2,161		—		(672)
Total comprehensive income (loss) attributable to WillScot Mobile Mini	$	25,610	$	(7,334)	$	37,268	$	57,252

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


Six Months Ended June 30, 2021
	Common Stock			Additional Paid-in-Capital	Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders' Equity
(in thousands)	Shares	Amount
Balance at December 31, 2020	229,038	$	23		$	3,852,291	$	(37,207)	$	(1,751,234)	$	2,063,873
Net income	—	—			—		—		4,447		4,447
Other comprehensive income	—	—			—		7,211		—		7,211
Stock-based compensation and issuance of Common Stock from vesting	229	—			4,951		—		—		4,951
Repurchase and cancellation of Common Stock and warrants	(2,793)	—			(76,788)		—		—		(76,788)
Issuance of Common Stock from the exercise of options and warrants	341	—			5,414		—		—		5,414
Withholding taxes on net share settlement of stock-based compensation	—	—			(3,219)		—		—		(3,219)
Balance at March 31, 2021	226,815	$	23		$	3,782,649	$	(29,996)	$	(1,746,787)	$	2,005,889
Net income	—	—			—		—		20,371		20,371
Other comprehensive income	—	—			—		5,239		—		5,239

Stock-based compensation and issuance of Common Stock from vesting	60	—			9,038		—		—		9,038
Repurchase and cancellation of Common Stock and warrants	(4,100)	—			(35,508)		—		—		(35,508)
Issuance of Common Stock from the exercise of options and warrants	4,058	—			384		—		—		384
Balance at June 30, 2021	226,833	$	23		$	3,756,563	$	(24,757)	$	(1,726,416)	$	2,005,413

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Changes in Equity (continued)

(Unaudited)


Six Months Ended June 30, 2020
	Class A Common Stock(1)			Class B Common Stock			Additional Paid-in-Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders' Equity		Non-Controlling Interest		Total Equity
(in thousands)	Shares	Amount		Shares	Amount
Balance at December 31, 2019	108,819	$	11	8,024	$	1	$	2,378,733	$	(62,775)	$	(1,825,361)	$	490,609	$	64,590	$	555,199
Net income (loss)	—	—		—	—		—		—		91,785		91,785		(130)		91,655
Other comprehensive loss	—	—		—	—		—		(27,199)		—		(27,199)		(2,703)		(29,902)
Stock-based compensation and issuance of Common Stock from vesting	239	—		—	—		1,787		—		—		1,787		—		1,787
Issuance of Common Stock from the exercise of warrants	1,497	—		—	—		28,958		—		—		28,958		—		28,958
Withholding taxes on net share settlement of stock-based compensation	—	—		—	—		(673)		—		—		(673)		—		(673)
Balance at March 31, 2020	110,555	$	11	8,024	$	1	$	2,408,805	$	(89,974)	$	(1,733,576)	$	585,267	$	61,757	$	647,024
Net (loss) income	—	—		—	—		—		—		(15,473)		(15,473)		1,343		(14,130)
Other comprehensive income	—	—		—	—		—		8,139		—		8,139		818		8,957
Reclassification of ModSpace Warrants	—	—		—	—		26,216		—		—		26,216		—		26,216
Stock-based compensation and issuance of Common Stock from vesting	—	—		—	—		2,227		—		—		2,227		—		2,227
Sapphire Exchange - see Note 10	10,641	1		(8,024)	(1)		66,890		(2,972)		—		63,918		(63,918)		—
Issuance of Common Stock from the exercise of warrants	37	—		—	—		374		—		—		374		—		374
Balance at June 30, 2020	121,233	$	12	—	$	—	$	2,504,512	$	(84,807)	$	(1,749,049)	$	670,668	$	—	$	670,668

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

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

WillScot Mobile Mini Holdings Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
(in thousands)	2021		2020
Operating activities:
Net income	$	24,818	$	77,525
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	160,480		98,917
Provision for credit losses	16,910		9,122
Impairment losses on right of use assets	—		57
Gain on sale of rental equipment and other property, plant and equipment	(14,793)		(4,366)
Amortization of debt discounts and debt issuance costs	7,082		5,899
Fair value loss (gain) on common stock warrant liabilities	26,597		(68,366)
Loss on extinguishment of debt	5,999		—
Stock-based compensation expense	13,989		4,014
Deferred income tax expense	24,389		608
Unrealized currency (gains) losses, net	(184)		1,095
Changes in operating assets and liabilities:
Trade receivables	(50,324)		5,709
Inventories	(8,535)		520
Prepaid and other assets	10,004		(6,620)
Operating lease assets and liabilities	(537)		(64)
Accrued interest	116		753
Accounts payable and other accrued expenses	30,573		(17,767)
Deferred revenue and customer deposits	15,024		6,691
Net cash provided by operating activities	261,608		113,727
Investing activities:
Proceeds from sale of rental equipment	30,437		12,102
Purchase of rental equipment and refurbishments	(117,817)		(79,682)
Proceeds from the sale of property, plant and equipment	16,438		3,843
Purchase of property, plant and equipment	(17,450)		(3,186)
Net cash used in investing activities	(88,392)		(66,923)
Financing activities:
Receipts from issuance of Common Stock from the exercise of options	5,798		4,580
Repurchase and cancellation of Common Stock and warrants	(214,299)		—

Receipts from borrowings	387,658		704,293
Payment of financing costs	—		(1,225)
Repayment of borrowings	(347,225)		(92,282)
Payment of debt extinguishment premium costs	(3,705)		—
Principal payments on finance lease obligations	(7,921)		—
Taxes paid on employee stock awards	(3,219)		(673)

Net cash (used in) provided by financing activities	(182,913)		614,693
Effect of exchange rate changes on cash and cash equivalents	162		(394)
Net change in cash and cash equivalents	(9,535)		661,103
Cash and cash equivalents at the beginning of the period	24,937		3,045
Cash and cash equivalents at the end of the period	$	15,402	$	664,148

Supplemental cash flow information:
Interest paid	$	46,105	$	46,058
Income taxes paid, net	$	4,383	$	(22)
Capital expenditures accrued or payable	$	19,099	$	18,742

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

WillScot Mobile Mini Holdings Corp.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - Summary of Significant Accounting Policies

Organization and Nature of Operations

WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini” and, together with its subsidiaries, the “Company”) is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada, Mexico and the United Kingdom ("UK"). The Company also maintains a fleet of specialty containment products, including liquid and solid containment solutions. The Company leases, sells, delivers and installs mobile solutions and storage products through an integrated network of branch locations that spans North America and the UK.

On July 1, 2020, WillScot Corporation, a Delaware corporation (“WillScot”), and Mobile Mini, Inc. (“Mobile Mini”) merged (the “Merger”). Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.” and filed an amended and restated certificate of incorporation (the "A&R Charter"), which reclassified all outstanding shares of WillScot Class A Common Stock and converted such shares into shares of Common Stock, par value $0.0001 per share, of WillScot Mobile Mini ("WillScot Mobile Mini Common Stock"). The WillScot Class A Common Stock was listed on the Nasdaq Capital Market (Nasdaq: WSC) up until the Merger, and the WillScot Mobile Mini Common Stock has been listed on the Nasdaq Capital Market (Nasdaq: WSC) since the Merger. As used herein, the term “Common Stock” or “the Company’s Common Stock” refers to WillScot Class A Common Stock prior to filing of the A&R Charter on July 1, 2020 and to WillScot Mobile Mini Common Stock as of and following the filing of the A&R Charter July 1, 2020.

The preparation of financial statements in accordance with US Generally Accepted Accounting Principles (“GAAP”) requires that our condensed consolidated financial statements and most of the disclosures in these notes be presented on a historical basis. Unless the context otherwise requires, the terms “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot Mobile Mini, when referring to periods on or after July 1, 2020 (after the Merger).

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary 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, 2021 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/A for the year ended December 31, 2020.

Reclassifications

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

Recently Issued and Adopted Accounting Standards

Recently Issued Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848), which is elective, and provides for optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company is currently evaluating the impact of reference rate reform and the potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and does not expect the impact to be material.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of the pronouncement on its consolidated financial statements.

Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles for income taxes and also improves consistent application of accounting by clarifying or amending existing guidance. On January 1, 2021, the Company adopted ASU 2019-12 and the impact of adoption was not material to the Company's consolidated financial statements. The Company will apply the standard prospectively for intraperiod tax allocation, year-to-date losses that exceed anticipated annual losses and enacted changes in tax laws.

NOTE 2 - Acquisitions

Mobile Mini Merger

Purchase Price

Upon completion of the Merger on July 1, 2020, each issued and outstanding share of Mobile Mini Common Stock, par value $0.01 per share, converted to 2.405 shares of WillScot Class A Common Stock, par value $0.0001 per share, and cash in lieu of any fractional shares. The Company issued 106,426,721 shares of Class A Common Stock to Mobile Mini stockholders as consideration for the Merger. The trading price of the Class A Common Stock was $12.53 per share on the closing date. In addition, Mobile Mini stock options converted into WillScot Mobile Mini stock options. The purchase price was determined as follows:


(in thousands, except share and per share data)	July 1, 2020
Mobile Mini Common Stock outstanding	44,252,275
Share conversion ratio	2.405
Common Stock issued	106,426,721
Common Stock per share price as of July 1, 2020	$	12.53
Fair value of shares of WillScot Class A Common Stock issued	$	1,333,527
Cash paid for fractional shares	30
Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options	19,279
Total purchase price	$	1,352,836

The Merger was accounted for using the acquisition method of accounting, and WillScot was considered the accounting acquirer. Under the acquisition method of accounting, the Company assigned the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the closing date. The excess of the purchase price over those fair values was recorded as goodwill.

The purchase price for the Merger was assigned to the underlying assets acquired and liabilities assumed based upon their fair values at the date of acquisition, July 1, 2020. The Company recorded the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, contributory asset charges, and estimates made by management. The following table summarizes the July 1, 2020 fair values of the assets acquired and liabilities assumed.

Opening Balance Sheet


(in thousands)	July 1, 2020
Cash and cash equivalents	$	17,203
Trade receivables	87,492
Inventories	8,987
Prepaid expenses and other current assets	13,717
Rental equipment	1,032,672
Property, plant and equipment	160,729
Operating lease assets	92,054
Intangible assets	374,500		(a)
Goodwill identified	937,135
Other non-current assets	2,520
Total identifiable assets acquired	2,727,009
Accounts payable	(29,797)
Accrued expenses	(40,335)
Deferred revenue and customer deposits	(38,846)
Operating lease liabilities	(89,968)
Debt and finance lease liabilities	(897,244)
Deferred tax liabilities	(276,555)
Other long-term liabilities	(1,428)
Total liabilities assumed	(1,374,173)
Purchase Price	$	1,352,836

(a) The initial fair value estimates were calculated using preliminary estimates and assumptions which have been updated in the current reporting period as additional information was obtained during the measurement period. The underlying assets have been adjusted from those previously recorded accordingly. Intangible assets were reduced by approximately $8.0 million from amounts reported at December 31, 2020.

Mobile Mini generated $330.8 million of revenue and $51.9 million of pre-tax income in the six months ended June 30, 2021, which is included in the condensed consolidated financial statements of operations.

The pro forma results presented below give effect to the following as if they occurred on January 1, 2019:


(i)			The Merger;
(ii)			Borrowings under the Company's 2025 Secured Notes and 2020 ABL Facility (both as defined in Note 9) used to repay certain debt in connection with the Merger;
(iii)			Extinguishment of the Mobile Mini revolving credit facility and senior notes assumed in the Merger and immediately repaid;
(iv)			Extinguishment of WillScot's 2017 ABL Facility and WillScot's 2022 Secured Notes (both as defined in Note 9) repaid in connection with the Merger;
(v)			Transaction costs incurred in connection with the Merger; and
(vi)			Elimination of WillScot's non-controlling interest and WillScot's Class B common stock in connection with the Merger. See Note 10 for further details.

The pro forma information is not necessarily indicative of the Company’s results of operations had the Merger been completed on January 1, 2019, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies, synergies, or revenue opportunities that could result from the Merger.

The Company's results of operations for the three and six months ended June 30, 2021 represent the activities of the Company after the Merger. As a result, there were no differences between pro forma results and actual results on a reported basis.

The tables below present unaudited pro forma condensed combined statements of operations information for the three and six months ended June 30, 2020:


(in thousands)	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
WillScot revenues	$	256,862	$	512,683
Mobile Mini revenues	133,663		284,240
Pro forma revenues	$	390,525	$	796,923

WillScot Mobile Mini (loss) income before income tax	$	(14,415)	$	78,030	(a)
Mobile Mini income before income tax	22,967		37,874
Pro forma income before income tax	8,552		115,904
Pro forma adjustments to combined income before income tax:
Elimination of Merger transaction costs	3,198		27,849		(b)
Impact of fair value mark-ups on rental fleet depreciation	(1,167)		(2,334)		(c)
Other depreciation expense and intangible asset amortization	(5,669)		(11,338)		(d)
Interest expense	(3,549)		(6,113)		(e)
Elimination of Mobile Mini interest expense	7,210		15,922		(f)
Pro forma income before income tax	8,575		139,890
Income tax expense	9,737		23,244		(g)
Pro forma net (loss) income	$	(1,162)	$	116,646


(a)			Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange. See Note 10.
(b)			Eliminates discrete transaction costs incurred as a result of the Mobile Mini Merger.
(c)			Depreciation on rental equipment and property, plant and equipment were adjusted for the determination of the fair value of equipment acquired in the Mobile Mini Merger.
(d)			Represents the differential in other depreciation and amortization expense related to the fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship valued at $209,000 with a 13-year life.
(e)			In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at

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