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 I, Item 1 of this report. The discussion of results of
operations in this MD&A is presented on a historical basis, as of or for the
three months ended March 31, 2021 or prior periods. On July 1, 2020, WillScot
and Mobile Mini, Inc. ("Mobile Mini") merged (the "Merger"). As the Merger was
completed on July 1, 2020, unless the context otherwise requires, the terms
"we", "us", "our" "Company" and "WillScot Mobile Mini" as used in these
financial statements mean WillScot Corporation 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).
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
profitability 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 and Outlook
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 12,600 tank and pump units in our
fleet. As of March 31, 2021, our branch network included approximately 270
branch locations and additional drop lots to service 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
195,000 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 excluding
seasonal portable storage units is approximately 31 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.

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Our customers operate in a diversified set of end markets, including
construction, commercial and industrial, retail and wholesale trade, education,
energy and natural resources, government, and healthcare. Core to our operating
model is the ability to redeploy standardized assets across end markets, and we
have recently serviced emerging demand in the healthcare and government sectors
related to COVID-19, as well as expanded space requirements related to social
distancing. We track several market leading indicators including those related
to our two largest end markets, the commercial and industrial segment and the
construction segment, which collectively accounted for over 85% of our revenues
for the three months ended March 31, 2021.
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.
Significant Developments
Mobile Mini Merger
On July 1, 2020, we closed the Merger 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 Corp. We believe that the
Merger is resulting in strategic and financial benefits by combining the two
industry leaders in the complementary modular space and portable storage
solutions markets. We are executing the integration of the two companies'
operating and financial systems, with a significant portion of these efforts
being focused currently on the conversion of the combined company onto a single
enterprise resource planning system, which is expected to take place in the
second quarter of 2021.
Reportable Segments
Following the Merger, we operate in four reporting segments: NA Modular, NA
Storage, UK Storage, and Tank and Pump. Prior to the Merger, WillScot had two
reporting segments, US Modular and Other North America Modular. These two
segments were combined to create the new NA Modular segment, which represents
the legacy WillScot operations. The other segments, NA Storage, UK Storage, and
Tank and Pump align to the legacy operations and segments reported by Mobile
Mini. The new reporting segments are aligned with how we operate and analyze our
business results.
Financing Activities
On March 26, 2021, we redeemed $65.0 million of our of 6.125% senior secured
notes due 2025 (the "2025 Secured Notes") at a redemption price of 103.0% plus
accrued and unpaid interest. This repayment was funded by cash on hand and
borrowings under the 2020 ABL facility. Upon redemption in the first quarter of
2021, we recorded a loss on extinguishment of debt in the condensed consolidated
statement of operations of $3.2 million comprised of a redemption premium of
$1.9 million and write off of unamortized deferred financing fees of $1.3
million.
Share Repurchase
On March 1, 2021, we repurchased 2,750,000 shares of our Common Stock directly
from Sapphire Holding S.à r.l. ("Sapphire Holdings"), our largest shareholder,
which is controlled by TDR Capital LLP ("TDR Capital") for $73.7 million. At
March 31, 2021, we had $133.9 million remaining of a $250.0 million share
repurchase authorization and believe that repurchases will be a reoccurring
capital allocation priority given the predictability of our free cash flow.
COVID-19 Impact on Business
Since the outbreak of COVID­19 was designated as a global pandemic by the World
Health Organization (the "WHO") in March 2020, our operations have generally
continued to operate normally with additional safety protocols in place as we
have been considered an essential business in most jurisdictions. However, there
have been significant changes to the global economic situation as a consequence
of the COVID­19 pandemic. The global pandemic has resulted in significant global
social and business disruption, which has driven significantly lower activity
levels in our business and has impacted our financial results. On a pro forma
basis, our deliveries were down 25% in the second quarter of 2020 year over year
and 13% in the third quarter of 2020 year over year due to reduced demand
primarily attributable to the current global economic situation as a consequence
of the COVID­19 pandemic. This reduced delivery demand slowed the growth of our
leasing revenues as well as our delivery and installation revenues, however we
implemented significant actions to reduce variable costs and capital spending to
help offset the financial impact of these reduced activity levels. Despite this
unprecedented demand shock, because of our long lease durations, the majority of
our gross profit in any given period is from units already out on rent. This
gives us significant forward visibility into our future cash flows, which allows
us to plan ahead and adjust our capital expenditures and cost structure for
varying demand levels. Activity levels in the fourth quarter of 2020 and the
first quarter of 2021 have since stabilized and we expect modest activity growth
in the second and third quarter of 2021 as economic activity continues to
recover.

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First Quarter Highlights
For the three months ended March 31, 2021, key drivers of our financial
performance included:
•Total revenues increased by $169.5 million, or 66.3%, driven primarily by the
addition of Mobile Mini's revenues to our consolidated results, as well as
increased leasing revenues in the NA Modular segment. The Merger closed on July
1, 2020, and drove $159.1 million of the year over year increase.
•Leasing revenue increased $127.3 million, or 67.6%, delivery and installation
revenue increased $32.4 million, or 63.4%, rental unit sales increased $8.4
million, or 123.5%, and new sales revenue increased $1.3 million, or 13.5%.
Key leasing revenue drivers include:
-Average modular space units on rent increased 22,360 units, or 25.4%, and
average portable storage units on rent increased 129,014 units, or 789.3%. Both
increases were driven by the Mobile Mini Merger.
-Average modular space monthly rental rate increased $26, or 4.0%, to $679
driven by an $84, or 12.9%, increase in the NA Modular segment, partially offset
by the dilutive impact of lower rates due to mix on the Mobile Mini modular
space units.
-Average portable storage monthly rental rate increased $16, or 13.4%, to $135
driven by the accretive impact of higher rates from the Mobile Mini portable
storage fleet.
-Average utilization for modular space units increased 110 basis points ("bps")
to 70.3% and utilization for portable storage units increased to 74.4% from
64.1% for the same period in 2020 driven by higher utilization of the Mobile
Mini units.
•NA Modular segment revenue, which represents the activities of WillScot prior
to the Merger with Mobile Mini and represented 62.6% of consolidated revenue for
the three months ended March 31, 2021, increased $10.4 million, or 4.1%, to
$266.2 million driven by an increase to leasing revenue of $11.3 million, or
6.0%, due to continued growth of pricing and value added products, and an
increase in rental unit sales of $3.7 million, or 54.4%. The increase in leasing
and rental unit revenues was partially offset by a reduction in delivery and
installation revenues of $2.4 million, or 4.7%, driven by reductions in demand
for new project deliveries, and a reduction of new unit sales of $2.2 million,
or 22.9%. NA Modular revenue drivers for the three months ended March 31, 2021
include:
-Modular space average monthly rental rate of $737, increased 12.9% year over
year representing a continuation of the long-term price optimization and VAPS
penetration opportunities across our portfolio.
-Average modular space units on rent decreased 3,194, or 3.6%, year over year
driven by lower deliveries, including reduced demand for new project deliveries
as a result of the COVID-19 pandemic primarily in the second and third quarter
of 2020.
-Average modular space monthly utilization decreased 160 bps to 67.6% for the
three months ended March 31, 2021, as compared to the three months ended March
31, 2020.
•Generated consolidated net income of $4.4 million for the three months ended
March 31, 2021, including a $27.2 million loss on the change in fair value of
common stock warrant liabilities. Net Income Excluding Gain/Loss from Warrants
of $31.7 for the three months ended March 31, 2021 represented an increase of
$35.4 million, and included a $3.2 million loss on extinguishment of debt
related to the partial redemption of the 2025 Secured Notes and $12.5 million of
discrete costs expensed in the period related to transaction and integration
activities. Discrete costs in the period included $0.8 million of transaction
costs, $7.3 million of integration costs, and $4.4 million of restructuring
costs, lease impairment expense and other related charges.
•Generated Adjusted EBITDA of $163.6 million for the three months ended March
31, 2021, representing an increase of $74.1 million, or 82.8%, as compared to
the same period in 2020. Of this increase, $66.2 million was driven by the
addition of Mobile Mini to our consolidated results and the remainder was driven
by strong organic growth in our NA Modular segment.
-Adjusted EBITDA in our NA Modular segment, which represents the activities of
WillScot prior to the Merger, increased $7.9 million, or 8.8%, primarily driven
by increases in leasing gross profit driven by increased pricing, including
VAPS.
-Consolidated Adjusted EBITDA Margin was 38.5% in the first quarter and
increased 350 bps versus prior year driven by a 160 bps increased in the NA
Modular segment, as well as the addition of the higher margin Mobile Mini
operations
•Generated Free Cash Flow of $91.2 million for the three months ended March 31,
2021, representing an increase of $83.4 million as compared to the same period
in 2020. Net cash provided by operating activities increased $83.8 million to
$122.1 million. Net cash used in investing activities increased slightly by $0.4
million. Of the $91.2 million of

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free cash flow that we generated during the three months ended March 31, 2021, we used the majority to return $81.6 million to shareholders through stock and warrant repurchases and cancellations, including 2,750,000 shares for $73.7 million from our largest shareholder Sapphire Holdings. The predictability of our free cash flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities we see in the market, continuing our deleveraging trajectory, opportunistically executing accretive acquisitions, and returning capital to shareholders.

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