MINI Mobile Mini Inc

NOTES TO FINANCIAL STATEMENTS

As of and for the Years Ended December 31, 2019 and 2018

Note 1 – Plan Description

The following is a brief description of the Mobile Mini, Inc. Profit Sharing Plan and Trust (the “Plan”).  Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General.  The Plan is a defined contribution plan which was originally adopted by Mobile Mini, Inc. (the “Company” or “Plan Sponsor”) in 1994 under the provisions of Section 401(a) of the Internal Revenue Code (the “IRC”), which includes a qualified cash or deferred arrangement as described in Section 401(k) of the IRC, for the benefit of the eligible employees of the Company.  Effective January 1, 2019, the Plan agreement was restated to incorporate changes in the eligibility, contribution and vesting requirements as described in the following sections. As a result of the changes, the Plan has become a 401(k) safe harbor plan. Participation in the Plan is open to all eligible employees of the Company (individually, “Participant” and collectively, “Participants”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Participants may apply to withdraw their 401(k) contributions in the event a Participant is over age 59 1/2, or apply for a loan when the Participant has a financial hardship as stipulated in the Plan provisions. Only funds from an active employee’s other investment options (not Company stock in the Plan) can be used to provide the funds for the loan or withdrawal.

Trustee.  Effective January 1, 2019, the Plan engaged Principal Financial (the “Trustee” or “Principal”) as Trustee and Custodian to the Plan, as well as to provide recordkeeping, custodial and administrative services to the Plan. All Plan assets were transferred to Principal from Wells Fargo as of February 1, 2019 and subsequently allocated to Participant accounts and reinvested in funds offered by Principal. All Plan assets are held in trust with the Trustee.

Eligibility.  Employees are eligible to participate in the Plan with Participant elective deferrals on the first day of the following month upon meeting the following eligibility conditions: (1) completed 30 days of service and (2) have attained age 18. Employees are also eligible for the Company’s discretionary matching contribution and the Company’s non-elective contribution on the first day of the following month upon meeting the following eligibility conditions: (1) completed 30 days of service and (2) have attained age 18. Generally, employees of acquired companies, who meet the eligibility conditions of the Plan, may participate immediately upon acquisition.

Contributions.  Participants may contribute a fixed amount or a percentage of their annual compensation on a before-tax basis, provided the amounts do not exceed the annual limit imposed by the Internal Revenue Service (“IRS”). Such contributions are withheld by the Company from each Participant’s compensation and deposited with the Trustee to be applied to the appropriate fund in accordance with the Participant’s directives. Participants may roll over distributions from other qualified plans and certain Individual Retirement Accounts to the Plan within 60 days of receipt of the distribution.

The Company provides a discretionary match to eligible Participants of 100% up to 3% of their pay, plus 50% over 3% up to 5% of their pay. The discretionary match is Participant directed and is deposited to the Participants’ account on a bi-weekly basis. At its sole discretion, the Company may make an additional non-elective contribution to Participants who are employed by the Company on the last day of the Plan year. There was no discretionary non-elective contribution made in 2019.

Participant and Company contributions made on behalf of highly compensated employees are limited pursuant to non-discrimination rules set forth in the Plan document and the applicable IRC.

Participant Accounts.  Separate accounts are maintained for each Participant. Each Participant’s 401(k) account is credited with the Participant’s contribution and rollovers, the Company’s matching contributions and any allocation of the Company’s discretionary non-elective contributions. Plan earnings are allocated to each Participant’s account in proportion to the average daily balance in each fund option. The benefit to which a Participant is entitled is the benefit that can be provided from the Participant’s vested account balance.

Vesting.  Participants in the Plan are 100% vested at all times with respect to their own contributions to the Plan and the earnings thereon. Participants are also 100% vested in the Company’s discretionary match and qualified non-elective contributions, including any previously unvested Company match contributions.

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MOBILE MINI, INC.

PROFIT SHARING PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

As of and for the Years Ended December 31, 2019 and 2018

Forfeitures.  Forfeited non-vested accounts totaled $38,395 at December 31, 2018. The forfeited non-vested accounts from 2018 were included in the transfer of Plan assets from Wells Fargo and totaled approximately $46,000. These funds were used to reduce employer match contributions made during the year ended December 31, 2019.

Administration.  The Plan is sponsored by the Company. Operating and administrative expenses incurred in the administration of the Plan are the responsibility of the Plan, unless assumed by the Company.

Distributions.  Vested benefits are distributed to Participants upon any of the following: (1) termination of employment with the Company; (2) retirement and in-service distributions upon or following age 59 1/2; (3) financial hardship as stipulated in the Plan provisions; or (4) disability or death. Vested benefits are distributed to Participants (or the designated beneficiary) in a lump-sum payment or installment payments. Distributions from the Plan will normally be taxed as ordinary income for income tax purposes, unless the Participant (or the designated beneficiary) elects to rollover his or her distributions into an Individual Retirement Account or another qualified employer plan.

Notes Receivable from Participants.  The Plan allows Participants to obtain loans of their vested account balances, the amounts of which are subject to specific limitations set forth in the Plan loan policy and the IRC. Notes receivable from Participants as of December 31, 2019 and 2018 represent the aggregate amount of principal and accrued interest outstanding on such loans at each year end. The loans are secured by the vested balance in the Participant’s account. As of December 31, 2019, the term of loan repayments ranges from less than 1 year up to fifteen years and loans bear interest between 4.25% and 6.50%. Principal and interest are paid ratably through payroll deductions.

Amendment and Termination of the Plan.  The Company anticipates that the Plan will continue without interruption; the Company, however, reserves the right to amend or terminate the Plan. No amendment or termination may deprive any person of rights accrued prior to the enactment of such an amendment or termination.  No amendment shall permit any part of the assets of the Plan to revert to the Company or be used or diverted for purposes other than for the exclusive benefit of the Participants. If the Plan should be terminated or partially terminated, the amount in each Participant’s account as of the date of such termination (after proper adjustment for all expenses, earnings and allocations) becomes fully vested and non-forfeitable. Such amounts are distributable by the Trustee to the Participants.

Note 2 - Significant Accounting Policies

Method of Presentation.  The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at December 31, 2019 and 2018 and the reported amounts of additions to and deductions from net assets for the year ended December 31, 2019. Actual results could differ from those estimates.

Risks and Uncertainties.  The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the general level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investments could occur and that such changes could materially affect Participants’ account balances and the amounts reported in the statements of net assets available for benefits. These and other economic events may have a significant adverse impact on investment portfolios in the near term.

Investment Valuation.  The Plan’s investments are stated at fair value and measured daily. For a detailed description of how the various investments in the Plan are valued, refer to Note 3 – Fair Value Measurements.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.  Interest income is recorded on the accrual basis.

Net Appreciation in Fair Value. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation in the fair value of its investments. Net appreciation includes the Plan’s gains and losses on investments bought and sold, as well as held during the year.

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MOBILE MINI, INC.

PROFIT SHARING PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

As of and for the Years Ended December 31, 2019 and 2018

Benefits.  Benefits are recorded when paid.

Impact of Recently Issued Accounting Standards.  There were no recently issued accounting standards that impacted the Plan as of December 31, 2019.

Note 3 – Fair Value Measurements

Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 820 Fair Value Measurement and Disclosures establishes a framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There has been no changes to methodologies used at December 31, 2019 and 2018, with the exception of pooled separate accounts which are new as of the 2019 Plan year.

Common stock:  Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds:  Valued at the Net Asset Value (“NAV”) of shares held by the Plan at year end, which are readily determinable fair values of those shares as they are published daily and are the basis for current transactions.

Pooled separate accounts:  Investments in sub-accounts of the Plan’s group annuity contract with Principal Life Insurance Company (U.S.A.) are valued at unit value, which is based on the aggregate fair value of the underlying assets in relation to the total number of units outstanding.  Unit value is the equivalent of NAV, which is a practical expedient for estimating the fair values of these investments. Each of these investments may be redeemed daily with a notice period of one day and the Plan had no unfunded commitments as of December 31, 2019. Accordingly, these investments have been excluded from the fair value hierarchy.

Collective trust funds:  The collective trust fund investments are valued at NAV per share, which is a practical expedient used to estimate the fair value of each respective fund. The investments underlying the collective trust fund include other publicly traded investment funds and are valued at the respective fund's NAV. The collective trust fund does not have a finite life, unfunded commitments, or significant restrictions on redemptions. Accordingly, these investments have been excluded from the fair value hierarchy.

The preceding methods may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair value. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

6

MOBILE MINI, INC.

PROFIT SHARING PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

As of and for the Years Ended December 31, 2019 and 2018

The carrying amounts of cash, receivables, and excess employee deferrals approximate fair values based on their short-term nature.

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments.

Note 4 – Excess Employee Deferrals

The Plan failed to meet non-discrimination tests in accordance with the IRS regulations during the 2018 Plan year, and it was determined certain Participants would be refunded a portion of their contributions.  The refund accrued at December 31, 2018 and refunded in 2019 was $52,995.

Note 5 – Tax Status of the Plan

The Plan is a non-standardized prototype plan developed by the Plan Sponsor of the Plan.  The Plan obtained its latest opinion letter on August 8, 2014, in which the IRS stated that the Plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan has been amended since receiving the opinion letter consisting primarily of changes resulting from changes in regulations.  However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC and that the Plan was qualified, and the related trust remains tax-exempt at December 31, 2019.  Accordingly, no provision for income taxes has been made in the accompanying financial statements.

Note 6 – Parties in Interest

Certain investments of the Plan are shares of funds managed by the Trustee.  In addition, the Plan holds an investment in the Company’s common stock.  These transactions are considered exempt party-in-interest transactions. Of the total administrative fees of $102,413, $66,918 and $10,802 was paid to the Trustee and Wells Fargo (former Trustee), respectively, and is considered exempt party-in-interest transactions. In addition, $24,693 was paid to First Western Trust for investment advisory fees and is not considered party-in-interest transactions.

Note 7 – Delinquent Participant Contributions

The Department of Labor’s Regulation 29 CFR 2510.3-102 requires defined contribution plans to remit plan assets withheld from Participant’s compensation as of the earliest date on which such contributions or repayments can reasonably be segregated from the Company’s general assets, but in no event, later than the 15^th business day of the month following the month in which the participant contribution or loan repayment amounts are withheld. For the year ended December 31, 2019, the Company failed to remit certain

7

MOBILE MINI, INC.

PROFIT SHARING PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

As of and for the Years Ended December 31, 2019 and 2018

Participant contributions, including loan repayments, to the Plan in a timely manner, thus constituting non-exempt transactions between the Plan and the Company, as reported on Schedule H, line 4(a); Schedule of Delinquent Participant Contributions (“Schedule H, line 4(a)”).

Delinquent Participant contributions, including any lost earnings and loan repayments, in the amount of $11,176 for the 2019 Plan year were remitted to the plan in 2019 and are reflected in Schedule H, line 4(a).

Note 8 – Subsequent Events

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread. The COVID-19 outbreak has had a notable impact on global economic conditions and has triggered volatility in financial markets. This volatility extends to the Plan’s investments and the continued financial performance of these investments will depend on the outcome of the pandemic which is highly uncertain. Extended periods of volatility and decline in the financial markets may have a material adverse impact to the Plan. The Company has been deemed an essential business and, while there has been some furloughs and reductions in force, there has not been significant disruption in the operations of the Company.

On March 1, 2020, the Company entered into a definitive merger agreement (the “Merger Agreement”) with WillScot Corporation (“WillScot”).  The Merger Agreement provides for the merger of Mobile Mini, Inc. with and into a newly formed subsidiary of WillScot, with the Company surviving as a wholly owned subsidiary (the “Merger”).  At the effective time of the Merger, and subject to the terms and conditions set forth in the Merger Agreement, each outstanding share of the common stock of Mobile Mini, Inc. held in the Plan shall be converted into 2.4050 shares of WillScot Class A common stock.  No new contributions or transfers from other mutual funds will be allowed to the newly converted WillScot stock and the shares will be left in the Plan for those participants who hold it until further notice.  For Participant distributions out of the Plan, the WillScot stock will be distributed as normal.

Plan management has evaluated subsequent events through the date the financial statements of the Plan were issued.

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SUPPLEMENTAL SCHEDULES

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