WILLSCOT MOBILE MINI : 10-K/A – Management’s Discussion and Analysis of

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") is intended to help the reader understand
WillScot Mobile Mini Holdings Corp. ("WillScot Mobile Mini"), formerly known as
WillScot Corporation ("WillScot"), our operations and our present business
environment. MD&A is provided as a supplement to, and should be read in
conjunction with, our financial statements and the accompanying notes thereto,
contained in Part II, Item 8 of this report. The discussion of results of
operations in this MD&A is presented on a historical basis, as of or for the
year ended December 31, 2020 or prior periods. As the Merger was completed on
July 1, 2020, unless the context otherwise requires, the terms "we", "us", "our"
"Company" and "WillScot Mobile Mini" means WillScot and its subsidiaries when
referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot
Mobile Mini and its subsidiaries when referring to periods on or after July 1,
2020 (after the Merger).
The consolidated financial statements were prepared in conformity with
accounting principles generally accepted in the US ("GAAP"). We use certain
non-GAAP financial information that we believe is important for purposes of
comparison to prior periods and development of future projections and earnings
growth prospects. This information is also used by management to measure the
performance of our ongoing operations and analyze our business performance and
trends. Reconciliations of non-GAAP measures are provided in the Other Non-GAAP
Financial Data and Reconciliations section.

Executive Summary
We are a leading business services provider specializing in innovative flexible
work space and portable storage solutions. We service diverse end markets across
all sectors of the economy throughout the United States ("US"), Canada, Mexico,
and the United Kingdom ("UK"). We are also a leading provider of specialty
containment solutions in the US with over 12,500 tank and pump units in our
fleet. As of December 31, 2020, our branch network included approximately 275
branch locations and additional drop lots to service our over 85,000 customers.
We offer our customers an extensive selection of "Ready to Work" modular space
and portable storage solutions with over 157,000 modular space units and over
197,000 portable storage units in our fleet.
We primarily lease, rather than sell, our modular and portable storage units to
customers, which results in a highly diversified and predictable recurring
revenue stream. Over 90% of new lease orders are on our standard lease
agreement, pre-negotiated master lease or national account agreements. The
initial lease periods vary, and our leases are customarily renewable on a
month-to-month basis after their initial term. Our lease revenue is highly
predictable due to its recurring nature and the underlying stability and
diversification of our lease portfolio. However, given that our customers value
flexibility, they consistently extend their leases or renew on a month-to-month
basis such that the average effective duration of our lease portfolio, is 32
months. We complement our core leasing business by selling both new and used
units, allowing us to leverage scale, achieve purchasing benefits and redeploy
capital employed in our lease fleet.
We remain focused on our core priorities of growing leasing revenues by
increasing units on rent, both organically and through our consolidation
strategy, delivering "Ready to Work" solutions to our customers with value added
products and services ("VAPS"), and on continually improving the overall
customer experience.
The year ended December 31, 2020 was another transformational year for WillScot
Mobile Mini as we completed the Merger with Mobile Mini on July 1, 2020 at which
time Mobile Mini became a wholly-owned subsidiary of WillScot. Concurrent with
the closing of the Merger, we changed our name to WillScot Mobile Mini Holdings
For the year ended December 31, 2020, key drivers of our financial performance
•Total revenues increased by $303.9 million, or 28.6%, attributable to the
addition of Mobile Mini's revenues to our consolidated results once the Merger
closed on July 1, 2020.
•Leasing revenue increased $257.2 million, or 34.6%, delivery and installation
revenue increased $54.1 million, or 24.6%, rental unit sales decreased $1.4
million, or 3.5%, and new sales revenue decreased $6.0 million, or 10.2%.
Key leasing revenue drivers include:
-Average modular space units on rent increased 7,844 units, or 8.6%, and average
portable storage units on rent increased 67,270 units, or 398.6%. Both increases
were primarily driven by the Mobile Mini Merger.
-Average modular space monthly rental rate increased $44, or 7.2%, to $658
driven by a $71, or 11.6% increase in the NA Modular segment, offset partially
by the dilutive impact of lower rates due to mix on the Mobile Mini modular
space units.
-Average portable storage monthly rental rate increased $12, or 10.0%, to $132
driven primarily by the accretive impact of higher rates from the Mobile Mini
portable storage fleet.

-Average utilization for modular space units decreased 180 basis points ("bps")
to 70.2% and average utilization for portable storage units increased to 75.9%,
or 10.1 percentage points, driven by higher utilization of the Mobile Mini
portable storage units.
•NA Modular segment revenue, which represents the activities of WillScot prior
to the Merger and represented 76.9% of consolidated revenue for the year ended
December 31, 2020, decreased $12.5 million, or 1.2%, to $1,051.2 million driven
by decreased sales volumes of $26.6 million, or 26.8%, and a $12.0 million, or
5.5%, reduction in delivery and installation revenues as a result of reductions
in demand for new project deliveries. However, these reductions were partially
offset by an increase in leasing revenue of $26.1 million, or 3.5%, due to
continued growth of pricing and value-added products. NA Modular revenue drivers
for the year ended December 31, 2020 include:
-Modular space average monthly rental rate of $685 for the year, increased 11.6%
representing a continuation of the long-term price optimization initiative and
VAPS penetration opportunities across our portfolio.
-Average modular space units on rent for the year decreased 4,808 units, or 5.2%
driven by lower deliveries, including reduced demand for new project deliveries
as a result of the COVID-19 pandemic in 2020. Average modular space units on
rent dropped 0.5% sequentially from Q3 into Q4 to 86,011, which compares to a
1.3% drop from Q3 to Q4 in 2019, as delivery volumes returned to prior year
levels and return volumes remained lower than 2019 levels.
-Average modular space monthly utilization decreased 310 basis points to 68.9%
for the year ended December 31, 2020, but only dropped 10 basis points
sequentially from Q3 into Q4.
•Generated consolidated net income of $75.3 million for the year ended December
31, 2020, represented an increase of $196.5 million, and included a $42.4
million loss on extinguishment of debt related to our recent financing
activities and $93.8 million of discrete costs expensed in the period related to
transaction and integration activities, partly offset by a $51.5 million
non-cash income tax benefit. Net income also included a $3.5 million fair value
gain on common stock warrant liabilities in the current period, while there was
a $109.6 million fair value loss on common stock warrant liabilities in the
prior period. Discrete costs in the period included $64.1 million of Merger
transaction costs, $18.3 million of integration costs, and $11.4 million of
restructuring costs, lease impairment expense and other related charges. As
discussed in Note 14 to the consolidated financial statements, the $51.5 million

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