Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-37552 | |
Entity Registrant Name | WILLSCOT MOBILE MINI HOLDINGS CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3430194 | |
Entity Address, Address Line One | 4646 E Van Buren St. | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85008 | |
City Area Code | 480 | |
Local Phone Number | 894-6311 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 213,700,706 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001647088 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | WSC | |
Security Exchange Name | NASDAQ | |
Warrants to purchase Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Common Stock(1) | |
Trading Symbol | WSCTW |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 11,706 | $ 12,699 |
Trade receivables, net of allowances for credit losses at June 30, 2022 and December 31, 2021 of $53,544 and $47,629, respectively | 440,993 | 399,887 |
Inventories | 41,824 | 32,739 |
Prepaid expenses and other current assets | 44,245 | 36,761 |
Assets held for sale | 1,518 | 954 |
Total current assets | 540,286 | 483,040 |
Rental equipment, net | 3,257,475 | 3,080,981 |
Property, plant and equipment, net | 322,707 | 312,178 |
Operating lease assets | 235,266 | 247,064 |
Goodwill | 1,171,725 | 1,178,806 |
Intangible assets, net | 446,578 | 460,678 |
Other non-current assets | 4,771 | 10,852 |
Total long-term assets | 5,438,522 | 5,290,559 |
Total assets | 5,978,808 | 5,773,599 |
Liabilities and equity | ||
Accounts payable | 155,901 | 118,271 |
Accrued expenses | 115,124 | 100,195 |
Accrued employee benefits | 63,331 | 68,414 |
Deferred revenue and customer deposits | 189,333 | 159,639 |
Operating lease liabilities - current | 52,495 | 53,005 |
Current portion of long-term debt | 20,663 | 18,121 |
Total current liabilities | 596,847 | 517,645 |
Long-term debt | 3,017,678 | 2,694,319 |
Deferred tax liabilities | 390,092 | 354,879 |
Operating lease liabilities - non-current | 183,851 | 194,256 |
Other non-current liabilities | 16,390 | 15,737 |
Long-term liabilities | 3,608,011 | 3,259,191 |
Total liabilities | 4,204,858 | 3,776,836 |
Commitments and contingencies | ||
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 |
Common Stock: $0.0001 par, 500,000,000 shares authorized and 216,090,996 and 223,939,527 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 22 | 22 |
Additional paid-in-capital | 3,295,747 | 3,616,902 |
Accumulated other comprehensive loss | (55,276) | (29,071) |
Accumulated deficit | (1,466,543) | (1,591,090) |
Total shareholders' equity | 1,773,950 | 1,996,763 |
Total liabilities and shareholders' equity | $ 5,978,808 | $ 5,773,599 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Trade receivables, net of allowance | $ 53,544 | $ 47,629 |
Preferred stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 216,090,996 | 223,939,527 |
Common stock outstanding (in shares) | 216,090,996 | 223,939,527 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Leasing | $ 428,620 | $ 343,179 | $ 821,812 | $ 658,841 |
Total revenues | 581,642 | 461,102 | 1,090,536 | 886,425 |
Costs: | ||||
Leasing | 96,912 | 83,032 | 185,790 | 152,927 |
Depreciation of rental equipment | 67,176 | 62,893 | 129,392 | 118,591 |
Gross profit | 308,873 | 222,810 | 575,688 | 436,190 |
Expenses: | ||||
Selling, general and administrative | 162,164 | 122,387 | 312,374 | 239,716 |
Other depreciation and amortization | 19,054 | 21,622 | 38,658 | 39,946 |
Lease impairment expense and other related charges | (9) | 474 | 254 | 1,727 |
Restructuring costs | (86) | 6,960 | (86) | 10,102 |
Currency (gains) losses, net | (127) | 33 | 11 | 69 |
Other (income) expense, net | (3,784) | 719 | (5,093) | (1,269) |
Operating income | 131,661 | 70,615 | 229,570 | 145,899 |
Interest expense | 33,574 | 29,212 | 64,564 | 59,176 |
Fair value (gain) loss on common stock warrant liabilities | 0 | (610) | 0 | 26,597 |
Loss on extinguishment of debt | 0 | 2,814 | 0 | 5,999 |
Income before income tax | 98,087 | 39,199 | 165,006 | 54,127 |
Income tax expense | 24,711 | 18,828 | 40,459 | 29,309 |
Net Income | $ 73,376 | $ 20,371 | $ 124,547 | $ 24,818 |
Earnings per share | ||||
Basic (in USD per share) | $ 0.33 | $ 0.09 | $ 0.56 | $ 0.11 |
Diluted (in USD per share) | $ 0.32 | $ 0.08 | $ 0.55 | $ 0.11 |
Weighted average shares: | ||||
Basic (in shares) | 223,376,276 | 228,406,812 | 222,196,986 | 228,350,318 |
Diluted (in shares) | 227,484,012 | 236,536,713 | 226,983,150 | 234,898,911 |
Total Leasing And Product And Service Revenues/Costs | ||||
Revenues: | ||||
Total revenues | $ 581,642 | $ 461,102 | $ 1,090,536 | $ 886,425 |
Leasing | ||||
Revenues: | ||||
Leasing | 428,620 | 343,179 | 821,812 | 658,841 |
Costs: | ||||
Leasing | 96,912 | 83,032 | 185,790 | 152,927 |
Delivery and installation | ||||
Revenues: | ||||
Revenues | 125,403 | 91,680 | 225,734 | 175,184 |
Costs: | ||||
Cost of sales | 93,587 | 77,153 | 175,102 | 147,289 |
New units | ||||
Revenues: | ||||
Revenues | 11,094 | 11,008 | 17,691 | 21,963 |
Total revenues | 11,094 | 11,008 | 17,691 | 21,963 |
Costs: | ||||
Cost of sales | 6,139 | 7,052 | 10,465 | 14,161 |
Rental units | ||||
Revenues: | ||||
Revenues | 16,525 | 15,235 | 25,299 | 30,437 |
Total revenues | 16,525 | 15,235 | 25,299 | 30,437 |
Costs: | ||||
Cost of sales | $ 8,955 | $ 8,162 | $ 14,099 | $ 17,267 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 73,376 | $ 20,371 | $ 124,547 | $ 24,818 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment, net of income tax expense of $0 for both the three and six months ended June 30, 2022 and $60 and $0 for the three and six months ended June 30, 2021, respectively. | (25,628) | 3,093 | (29,702) | 8,127 |
Net change in derivatives, net of income tax expense of $394 and $656 for the three months ended June 30, 2022 and 2021, respectively, and $1,171 and $1,323 for the six months ended June 30, 2022 and 2021, respectively. | 1,176 | 2,146 | 3,497 | 4,323 |
Total other comprehensive (loss) income | (24,452) | 5,239 | (26,205) | 12,450 |
Total comprehensive income | $ 48,924 | $ 25,610 | $ 98,342 | $ 37,268 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, income tax expense | $ 0 | $ 60 | $ 0 | $ 0 |
Net gain on derivatives, net of income tax expense | $ 394 | $ 656 | $ 1,171 | $ 1,323 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 229,038,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 2,063,873 | $ 23 | $ 3,852,291 | $ (37,207) | $ (1,751,234) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 4,447 | 4,447 | |||
Other comprehensive (loss) income | 7,211 | 7,211 | |||
Stock-based compensation and issuance of Common Stock from vesting (in shares) | 229,000 | ||||
Stock-based compensation and issuance of Common Stock from vesting | 4,951 | 4,951 | |||
Repurchase and cancellation of Common Stock and warrants (in shares) | (2,793,000) | ||||
Repurchase and cancellation of Common Stock and warrants | (76,788) | (76,788) | |||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 341,000 | ||||
Issuance of Common Stock from the exercise of options and warrants | 5,414 | 5,414 | |||
Withholding taxes on net share settlement of stock-based compensation | (3,219) | (3,219) | |||
Ending balance (in shares) at Mar. 31, 2021 | 226,815,000 | ||||
Ending balance at Mar. 31, 2021 | 2,005,889 | $ 23 | 3,782,649 | (29,996) | (1,746,787) |
Beginning balance (in shares) at Dec. 31, 2020 | 229,038,000 | ||||
Beginning balance at Dec. 31, 2020 | 2,063,873 | $ 23 | 3,852,291 | (37,207) | (1,751,234) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 24,818 | ||||
Other comprehensive (loss) income | 12,450 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 226,833,000 | ||||
Ending balance at Jun. 30, 2021 | 2,005,413 | $ 23 | 3,756,563 | (24,757) | (1,726,416) |
Beginning balance (in shares) at Mar. 31, 2021 | 226,815,000 | ||||
Beginning balance at Mar. 31, 2021 | 2,005,889 | $ 23 | 3,782,649 | (29,996) | (1,746,787) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 20,371 | 20,371 | |||
Other comprehensive (loss) income | 5,239 | 5,239 | |||
Stock-based compensation and issuance of Common Stock from vesting (in shares) | 60,000 | ||||
Stock-based compensation and issuance of Common Stock from vesting | 9,038 | 9,038 | |||
Repurchase and cancellation of Common Stock and warrants (in shares) | (4,100,000) | ||||
Repurchase and cancellation of Common Stock and warrants | (35,508) | (35,508) | |||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 4,058,000 | ||||
Issuance of Common Stock from the exercise of options and warrants | 384 | 384 | |||
Ending balance (in shares) at Jun. 30, 2021 | 226,833,000 | ||||
Ending balance at Jun. 30, 2021 | $ 2,005,413 | $ 23 | 3,756,563 | (24,757) | (1,726,416) |
Beginning balance (in shares) at Dec. 31, 2021 | 223,939,527 | 223,940,000 | |||
Beginning balance at Dec. 31, 2021 | $ 1,996,763 | $ 22 | 3,616,902 | (29,071) | (1,591,090) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 51,171 | 51,171 | |||
Other comprehensive (loss) income | (1,753) | (1,753) | |||
Stock-based compensation and issuance of Common Stock from vesting (in shares) | 498,000 | ||||
Stock-based compensation and issuance of Common Stock from vesting | 6,395 | 6,395 | |||
Repurchase and cancellation of Common Stock and warrants (in shares) | (2,064,000) | ||||
Repurchase and cancellation of Common Stock and warrants | (77,409) | (77,409) | |||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 800,000 | ||||
Issuance of Common Stock from the exercise of options and warrants | 3,313 | 3,313 | |||
Withholding taxes on net share settlement of stock-based compensation | (12,295) | (12,295) | |||
Ending balance (in shares) at Mar. 31, 2022 | 223,174,000 | ||||
Ending balance at Mar. 31, 2022 | $ 1,966,185 | $ 22 | 3,536,906 | (30,824) | (1,539,919) |
Beginning balance (in shares) at Dec. 31, 2021 | 223,939,527 | 223,940,000 | |||
Beginning balance at Dec. 31, 2021 | $ 1,996,763 | $ 22 | 3,616,902 | (29,071) | (1,591,090) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 124,547 | ||||
Other comprehensive (loss) income | $ (26,205) | ||||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 1,437,420 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 216,090,996 | 216,091,000 | |||
Ending balance at Jun. 30, 2022 | $ 1,773,950 | $ 22 | 3,295,747 | (55,276) | (1,466,543) |
Beginning balance (in shares) at Mar. 31, 2022 | 223,174,000 | ||||
Beginning balance at Mar. 31, 2022 | 1,966,185 | $ 22 | 3,536,906 | (30,824) | (1,539,919) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 73,376 | 73,376 | |||
Other comprehensive (loss) income | (24,452) | (24,452) | |||
Stock-based compensation and issuance of Common Stock from vesting (in shares) | 70,000 | ||||
Stock-based compensation and issuance of Common Stock from vesting | 9,292 | 9,292 | |||
Repurchase and cancellation of Common Stock and warrants (in shares) | (7,222,000) | ||||
Repurchase and cancellation of Common Stock and warrants | (249,515) | (249,515) | |||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 69,000 | ||||
Issuance of Common Stock from the exercise of options and warrants | 139 | 139 | |||
Withholding taxes on net share settlement of stock-based compensation | $ (1,075) | (1,075) | |||
Ending balance (in shares) at Jun. 30, 2022 | 216,090,996 | 216,091,000 | |||
Ending balance at Jun. 30, 2022 | $ 1,773,950 | $ 22 | $ 3,295,747 | $ (55,276) | $ (1,466,543) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Operating activities: | |||
Net income | $ 124,547 | $ 24,818 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 168,050 | 160,480 | |
Provision for credit losses | 18,865 | 16,910 | |
Gain on sale of rental equipment and other property, plant and equipment | (14,195) | (14,793) | |
Amortization of debt discounts and debt issuance costs | 6,975 | 7,082 | |
Fair value (gain) loss on common stock warrant liabilities | 0 | 26,597 | |
Loss on extinguishment of debt | 0 | 5,999 | |
Stock-based compensation expense | 15,687 | 13,989 | |
Deferred income tax expense | 31,072 | 24,389 | |
Unrealized currency gains, net | (71) | (184) | |
Other | 1,916 | 0 | |
Changes in operating assets and liabilities: | |||
Trade receivables | (60,737) | (50,324) | |
Inventories | (9,293) | (8,535) | |
Prepaid expenses and other assets | (13,907) | 10,004 | |
Operating lease assets and liabilities | 936 | (537) | |
Accounts payable and other accrued expenses | 34,756 | 30,689 | |
Deferred revenue and customer deposits | 29,252 | 15,024 | |
Net cash provided by operating activities | 333,853 | 261,608 | |
Investing activities: | |||
Acquisitions, net of cash acquired | (103,927) | 0 | |
Proceeds from sale of rental equipment | 35,080 | 30,437 | |
Purchase of rental equipment and refurbishments | (225,389) | (117,817) | |
Proceeds from sale of property, plant and equipment | 751 | 16,438 | |
Purchase of property, plant and equipment | (20,253) | (17,450) | |
Net cash used in investing activities | (313,738) | (88,392) | |
Financing activities: | |||
Receipts from issuance of Common Stock from the exercise of options | 3,452 | 5,798 | |
Repurchase and cancellation of Common Stock and warrants | (319,225) | (214,299) | |
Receipts from borrowings | 454,322 | 387,658 | |
Payment of financing costs | (8,021) | 0 | |
Repayment of borrowings | (127,607) | (347,225) | |
Payment of debt extinguishment premium costs | 0 | (3,705) | |
Principal payments on finance lease obligations | (10,353) | (7,921) | |
Taxes paid on employee stock awards | (13,370) | (3,219) | |
Net cash used in financing activities | (20,802) | (182,913) | |
Effect of exchange rate changes on cash and cash equivalents | (306) | 162 | |
Net change in cash and cash equivalents | (993) | (9,535) | |
Cash and cash equivalents at the beginning of the period | 12,699 | 24,937 | |
Cash and cash equivalents at the end of the period | 11,706 | 15,402 | |
Supplemental cash flow information: | |||
Interest paid | [1] | 59,980 | 52,053 |
Income taxes paid, net | 10,608 | 4,383 | |
Capital expenditures accrued or payable | $ 39,949 | $ 19,099 | |
[1]Includes $5,948 of payments related to the interest rate swap for the six months ended June 30, 2021. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 USD ($) | ||
Interest paid | $ 52,053 | [1] |
Interest rate swap | ||
Interest paid | $ 5,948 | |
[1]Includes $5,948 of payments related to the interest rate swap for the six months ended June 30, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 business services provider specializing in innovative flexible work 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. 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 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, 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 dat e 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 three and six months ended June 30, 2022 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, 2021. Reclassifications Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). ASU 2021-08 is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the contract assets and liabilities acquired in future business combinations. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On July 1, 2020, WillScot 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.” Asset Acquisitions During the second quarter of 2022, the Company acquired certain assets and liabilities of several smaller entities, which consisted primarily of approximately 4,100 storage units and 1,000 modular units for $47.1 million in cash. The accompanying consolidated financial statements include $47.1 million of rental equipment as a result of these acquisitions. D uring the first quarter of 2022, the Company acquired certain assets and liabilities, which consisted primarily of approximately 400 blast resistant modular units. Integration Costs The Company recorded $5.2 million and $7.6 million in integration costs related to acquisitions and the Merger within selling, general and administrative ("SG&A") expense during the three months ended June 30, 2022 and 2021, respectively, and $9.3 million |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Disaggregation Geographic Areas The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2022 and 2021 as follows: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 US $ 517,374 $ 399,280 $ 969,342 $ 770,549 Canada 32,901 29,543 58,174 53,127 Mexico 4,703 3,848 8,917 7,311 UK 26,664 28,431 54,103 55,438 Total revenues $ 581,642 $ 461,102 $ 1,090,536 $ 886,425 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 modular space, portable storage and tank and pump units along with value-added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, security products, shelving systems and other items used by customers in connection with the Company's products. 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, 2022 and 2021 was as follows: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Modular space leasing revenue $ 212,862 $ 181,376 $ 411,939 $ 351,328 Portable storage leasing revenue 88,548 58,848 166,532 113,461 Tank and pump leasing revenue 20,706 17,109 39,937 32,869 VAPS and third party leasing revenues (a) 87,498 70,880 168,424 133,306 Other leasing-related revenue (b) 19,006 14,966 34,980 27,877 Leasing revenue 428,620 343,179 821,812 658,841 Delivery and installation revenue 125,403 91,680 225,734 175,184 Total leasing and services revenue 554,023 434,859 1,047,546 834,025 New unit sales revenue 11,094 11,008 17,691 21,963 Rental unit sales revenue 16,525 15,235 25,299 30,437 Total revenues $ 581,642 $ 461,102 $ 1,090,536 $ 886,425 (a) Includes $6.8 million and $7.8 million of service revenue for the three months ended June 30, 2022 and 2021, respectively, and $14.3 million and $14.0 million of service revenue for the six months ended June 30, 2022 and 2021, respectively. (b) Includes primarily damage billings, delinquent payment charges, and other processing fees. Leasing and Services Revenue The majority of r evenue (73% and 74% for the three and six months ended June 30, 2022, respectively, and 73% for both the three and six months ended June 30, 2021) was generated by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC 842"). The remaining revenue was generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606. Receivables and Credit Losses The Company is exposed to credit losses from trade receivables and manages credit risk at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 606 and ASC 842, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues. 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 assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review that considers expected billing exposure, timing for payment and the customer’s established credit rating. The Company performs its credit review of new customers at inception of the customer relationship and for existing customers when the customer transacts after a defined period of dormancy. The Company also considers contract terms and conditions, country risk and business strategy in the evaluation. The Company monitors ongoing credit exposure through an active review of customer balances against contract terms and due dates. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. The allowance for credit losses reflects the estimate of the amount of receivables that the Company will be unable to collect based on historical collection experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. The Company's estimate reflects changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease its allowance. Activity in the allowance for credit losses was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Balance at beginning of period $ 49,258 $ 31,630 $ 47,629 $ 29,258 Provision for credit losses, net of recoveries 10,264 8,390 18,865 16,910 Write-offs (5,900) (4,058) (12,910) (9,872) Foreign currency translation and other (78) 823 (40) 489 Balance at end of period $ 53,544 $ 36,785 $ 53,544 $ 36,785 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. During the three months ended June 30, 2022, deferred revenue relating to services billed in advance of $20.7 million was recognized as revenue. As of June 30, 2022 and December 31, 2021, the Company had approximately $95.7 million and $79.4 million, respectively, of deferred revenue related to these services. The Company does not have material contract assets and it did not recognize any material impairments of 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 made available 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 costs ultimately incurred to provide those services 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; therefore, the commissions are expensed as incurred. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases As of June 30, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2022 (remaining) $ 32,125 $ 11,992 2023 56,620 20,004 2024 47,858 17,092 2025 40,227 17,200 2026 29,457 15,202 Thereafter 69,628 21,304 Total lease payments 275,915 102,794 Less: interest (39,569) (7,651) Present value of lease liabilities $ 236,346 $ 95,143 Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets. The Company’s lease activity during the six months ended June 30, 2022 and 2021 was as follows: (in thousands) Six Months Ended June 30, Financial Statement Line 2022 2021 Finance Lease Expense Amortization of finance lease assets $ 10,546 $ 9,514 Interest on obligations under finance leases 1,299 1,098 Total finance lease expense $ 11,845 $ 10,612 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,574 $ 2,131 Selling, general and administrative 32,430 29,359 Lease impairment expense and other related charges 213 1,107 Short-term lease expense Cost of leasing and services 17,056 11,575 Selling, general and administrative 1,071 723 Variable lease expense Cost of leasing and services 2,822 3,373 Selling, general and administrative 4,273 3,792 Lease impairment expense and other related charges 40 335 Total operating lease expense $ 59,479 $ 52,395 Lease impairment expense and other related charges relate to closed locations that are no longer used in operations as a result of consolidation activities within the Company . During the six months ended June 30, 2022, the Company recorded $0.3 million in lease impairment expense and other related charges which is comprised of closed location rent expense. During the six months ended June 30, 2021, the Company recorded $1.7 million in lease impairment expense and other related charges which is comprised of $1.5 million in closed location rent expense and $0.2 million loss on lease exit and impairment charges. Supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021 was as follows: (in thousands) Six Months Ended June 30, Supplemental Cash Flow Information 2022 2021 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 33,850 $ 33,409 Operating cash outflows from finance leases $ 1,297 $ 1,095 Financing cash outflows from finance leases $ 10,371 $ 6,935 Right of use assets obtained in exchange for lease obligations $ 19,504 $ 28,288 Assets obtained in exchange for finance leases $ 17,065 $ 11,530 Weighted-average remaining operating lease terms and the weighted average discount rates as of June 30, 2022 and December 31, 2021 were as follows: Lease Terms and Discount Rates June 30, 2022 December 31, 2021 Weighted-average remaining lease term - operating leases 6.1 years 6.1 years Weighted-average discount rate - operating leases 4.9 % 5.0 % Weighted-average remaining lease term - finance leases 4.8 years 4.5 years Weighted-average discount rate - finance leases 3.2 % 2.9 % |
Leases | Leases As of June 30, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2022 (remaining) $ 32,125 $ 11,992 2023 56,620 20,004 2024 47,858 17,092 2025 40,227 17,200 2026 29,457 15,202 Thereafter 69,628 21,304 Total lease payments 275,915 102,794 Less: interest (39,569) (7,651) Present value of lease liabilities $ 236,346 $ 95,143 Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets. The Company’s lease activity during the six months ended June 30, 2022 and 2021 was as follows: (in thousands) Six Months Ended June 30, Financial Statement Line 2022 2021 Finance Lease Expense Amortization of finance lease assets $ 10,546 $ 9,514 Interest on obligations under finance leases 1,299 1,098 Total finance lease expense $ 11,845 $ 10,612 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,574 $ 2,131 Selling, general and administrative 32,430 29,359 Lease impairment expense and other related charges 213 1,107 Short-term lease expense Cost of leasing and services 17,056 11,575 Selling, general and administrative 1,071 723 Variable lease expense Cost of leasing and services 2,822 3,373 Selling, general and administrative 4,273 3,792 Lease impairment expense and other related charges 40 335 Total operating lease expense $ 59,479 $ 52,395 Lease impairment expense and other related charges relate to closed locations that are no longer used in operations as a result of consolidation activities within the Company . During the six months ended June 30, 2022, the Company recorded $0.3 million in lease impairment expense and other related charges which is comprised of closed location rent expense. During the six months ended June 30, 2021, the Company recorded $1.7 million in lease impairment expense and other related charges which is comprised of $1.5 million in closed location rent expense and $0.2 million loss on lease exit and impairment charges. Supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021 was as follows: (in thousands) Six Months Ended June 30, Supplemental Cash Flow Information 2022 2021 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 33,850 $ 33,409 Operating cash outflows from finance leases $ 1,297 $ 1,095 Financing cash outflows from finance leases $ 10,371 $ 6,935 Right of use assets obtained in exchange for lease obligations $ 19,504 $ 28,288 Assets obtained in exchange for finance leases $ 17,065 $ 11,530 Weighted-average remaining operating lease terms and the weighted average discount rates as of June 30, 2022 and December 31, 2021 were as follows: Lease Terms and Discount Rates June 30, 2022 December 31, 2021 Weighted-average remaining lease term - operating leases 6.1 years 6.1 years Weighted-average discount rate - operating leases 4.9 % 5.0 % Weighted-average remaining lease term - finance leases 4.8 years 4.5 years Weighted-average discount rate - finance leases 3.2 % 2.9 % |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at the respective balance sheet dates consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Raw materials $ 35,411 $ 26,854 Finished units 6,413 5,885 Inventories $ 41,824 $ 32,739 |
Rental Equipment, net
Rental Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Rental Equipment, net | Rental Equipment, net Rental equipment, net at the respective balance sheet dates consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Modular space units $ 3,185,153 $ 3,005,195 Portable storage units 821,582 758,619 Tank and pump products 167,854 156,112 Value added products 189,534 168,419 Total rental equipment 4,364,123 4,088,345 Less: accumulated depreciation (1,106,648) (1,007,364) Rental equipment, net $ 3,257,475 $ 3,080,981 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) NA Modular NA Storage UK Storage Tank and Pump Total Balance at December 31, 2020 $ 235,828 $ 726,529 $ 65,600 $ 143,262 $ 1,171,219 Changes to Mobile Mini purchase accounting 285,000 (233,666) — (43,173) 8,161 Effects of movements in foreign exchange rates 221 (311) (502) 18 (574) Balance at December 31, 2021 521,049 492,552 65,098 100,107 1,178,806 Effects of movements in foreign exchange rates (354) (234) (6,493) — (7,081) Balance at June 30, 2022 $ 520,695 $ 492,318 $ 58,605 $ 100,107 $ 1,171,725 |
Intangibles
Intangibles | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Intangibles Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: June 30, 2022 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Mobile Mini customer relationships 6.1 $ 209,000 $ (52,422) $ 156,578 Technology 4.0 1,500 (500) 1,000 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 499,500 $ (52,922) $ 446,578 December 31, 2021 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Mobile Mini customer relationships 6.6 $ 209,000 $ (38,447) $ 170,553 Technology 4.5 1,500 (375) 1,125 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 499,500 $ (38,822) $ 460,678 Amortization expense related to intangible assets was $6.6 million and $6.8 million for the three months ended June 30, 2022 and 2021, respectively, and $13.2 million and $13.8 million for the six months ended June 30, 2022 and 2021, respectively. Based on the carrying value at June 30, 2022, future amortization of intangible assets is expected to be as follows for the years ended December 31: (in thousands) 2022 (remaining) $ 13,334 2023 26,416 2024 26,416 2025 26,416 2026 25,287 Thereafter 39,709 Total $ 157,578 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying value of debt outstanding at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity June 30, 2022 December 31, 2021 2025 Secured Notes 6.125% 2025 $ 519,215 $ 518,117 ABL Facility (a) Varies 2027 1,931,009 1,612,783 2028 Secured Notes 4.625% 2028 492,974 492,490 Finance Leases Varies Varies 95,143 89,050 Total debt 3,038,341 2,712,440 Less: current portion of long-term debt 20,663 18,121 Total long-term debt $ 3,017,678 $ 2,694,319 (a) As of December 31, 2021, the Company h ad no outst anding principal borrowings on the multicurrency revolving credit facility and $6.2 million of related debt issuance costs. No related debt issuance costs were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $6.2 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheet as of December 31, 2021. Asset Backed Lending Facility On July 1, 2020, certain subsidiaries of the Company entered into an asset-based credit agreement (the "ABL Facility") that initially provided for revolving credit facilities in the aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $2.0 billion and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros. The ABL Facility was initially scheduled to mature on July 1, 2025. Borrowings under ABL Facility bear interest at a base rate plus an applicable margin determined quarterly by reference to the Company's excess availability for the most recently completed quarter. Effective January 7, 2022, borrowings were subject to the highest applicable margin and bore interest at (i) in the case of US Dollars, at the borrower's option, either an adjusted LIBOR rate plus 2.125% or an alternative base rate plus 1.125%, (ii) in the case of Canadian Dollars, at the borrower's option, either a Canadian BA rate plus 2.125% or Canadian prime rate plus 1.125%, (iii) in the case of Euros, the EURIBOR rate plus 2.125%, and (iv) in the case of British Pounds Sterling, the SONIA rate plus 2.125%. On June 30, 2022, certain subsidiaries of the Company entered into an amendment to the ABL Facility to, among other things, extend the expiration date until June 30, 2027 and increase the aggregate principal amount of the revolving credit facilities 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”) and (ii) a $400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros. The amendment also converted the interest rate for borrowings denominated in US dollars from a LIBOR-based rate to a Term SOFR-based rate with an interest period of one month and adjusted the applicable margins. The applicable margin for Canadian BA rate, Term SOFR, British Pounds Sterling and Euros loans is 1.50%. 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% based on excess availability or one step up of 0.25% based on the Company's leverage ratio. The ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of 0.20% annually. At June 30, 2022, the weighted average interest rate for borrowings under the ABL Facility was 3.13%. Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate Revolver Commitments and (ii) the Line Cap. At June 30, 2022, the Company had $2.0 billion outstanding principal under the ABL Facility, the Line Cap was $3.0 billion, and the Company had $1.0 billion of available borrowing capacity under the ABL Facility, including $724.6 million under the US Facility and $309.5 million under the Multicurrency Facility. At June 30, 2022, borrowing capacity under the ABL Facility allowed for up to $204.9 million of letters of credit and up to $220.0 million of swingline loans. The Company had issued $15.1 million of standby letters of credit under the ABL Facility at June 30, 2022. At June 30, 2022, letters of credit and bank guarantees carried fees of 1.625% annually . Debt issuance costs of $40.2 million were included in the carrying value of the ABL Facility at June 30, 2022. Finance Leases The Company maintains finance leases primarily related to transportation equipment. At June 30, 2022 and December 31, 2021, obligations under finance leases for certain real property and transportation related equipment were $95.1 million and $89.1 million, respectively. Refer to Note 4 for further information. The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of June 30, 2022. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Equity | Equity Common Stock In connection with the stock compensation vesting events and stock option exercises described in Note 14, and the warrant exercises described in Note 11, the Company issued 1,437,420 shares of Common Stock during the six months ended June 30, 2022. Stock Repurchase Program A share repurchase program authorizes the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents. 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 and conditions, business, legal, accounting, and other considerations. During the six months ended June 30, 2022, the Company repurchased 9,304,626 shares of Common Stock and stock equivalents for $326.9 million. As of June 30, 2022, $629.8 million of the approved repurchase amount remained available. In July 2022, the Company's Board of Directors approved an increase to the share repurchase program that authorizes the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended June 30, 2022 (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2021 $ (25,574) $ (3,497) $ (29,071) Other comprehensive loss before reclassifications (4,074) (569) (4,643) Reclassifications from AOCI to income — 2,890 2,890 Balance at March 31, 2022 (29,648) (1,176) (30,824) Other comprehensive loss before reclassifications (25,628) (464) (26,092) Reclassifications from AOCI to income — 1,640 1,640 Balance at June 30, 2022 $ (55,276) $ — $ (55,276) Six Months Ended June 30, 2021 (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive income (loss) before reclassifications 5,034 (760) 4,274 Reclassifications from AOCI to income — 2,937 2,937 Balance at March 31, 2021 (19,660) (10,336) (29,996) Other comprehensive income (loss) before reclassifications 3,093 (848) 2,245 Reclassifications from AOCI to income — 2,994 2,994 Balance at June 30, 2021 $ (16,567) $ (8,190) $ (24,757) For the six months ended June 30, 2022 and 2021 , $4.5 million and $5.9 million , was reclassified from AOCI into interest expense in the condensed consolidated statements of operations related to the interest rate swap discussed in Note 15. Associated with these reclassifications, t he Company recorded tax expense of $0.4 million and $0.7 million for the three months ended June 30, 2022 and 2021, respectively, and $1.1 million and $1.3 million for the six months ended June 30, 2022 and 2021, respectively. 2015 Warrants WillScot was incorporated under the name Double Eagle Acquisition Corporation ("DEAC") on June 26, 2015. DEAC issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”) each of which entitled the holder to purchase one-half of one share of Common Stock. During the six months ended June 30, 2021, 3,055,000 of the 2015 Private Warrants were repurchased for $25.5 million and cancelled. In addition, during the six months ended June 30, 2021, 9,655,000 warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock. As of June 30, 2021, no 2015 Private Warrants remained outstanding. 2018 Warrants In connection with the Modular Space Holdings ("ModSpace") acquisition in 2018, WillScot issued warrants to purchase approximately 10.0 million shares of Common Stock (the "2018 Warrants") to former shareholders of ModSpace. Each 2018 Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $15.50 per share, subject to adjustment. The 2018 Warrants expire on November 29, 2022 . During the six months ended June 30, 2022, 33,965 of the 2018 Warrants were repurchased for $0.6 million and cancelled . In addition, during the six months ended June 30, 2022, 1,037,379 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 631,863 shares of common stock. At June 30, 2022, 3,006,829 of the 2018 Warrants were outstanding. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Warrants | Equity Common Stock In connection with the stock compensation vesting events and stock option exercises described in Note 14, and the warrant exercises described in Note 11, the Company issued 1,437,420 shares of Common Stock during the six months ended June 30, 2022. Stock Repurchase Program A share repurchase program authorizes the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents. 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 and conditions, business, legal, accounting, and other considerations. During the six months ended June 30, 2022, the Company repurchased 9,304,626 shares of Common Stock and stock equivalents for $326.9 million. As of June 30, 2022, $629.8 million of the approved repurchase amount remained available. In July 2022, the Company's Board of Directors approved an increase to the share repurchase program that authorizes the Company to repurchase up to $1.0 billion of its outstanding shares of Common Stock and equivalents. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended June 30, 2022 (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2021 $ (25,574) $ (3,497) $ (29,071) Other comprehensive loss before reclassifications (4,074) (569) (4,643) Reclassifications from AOCI to income — 2,890 2,890 Balance at March 31, 2022 (29,648) (1,176) (30,824) Other comprehensive loss before reclassifications (25,628) (464) (26,092) Reclassifications from AOCI to income — 1,640 1,640 Balance at June 30, 2022 $ (55,276) $ — $ (55,276) Six Months Ended June 30, 2021 (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive income (loss) before reclassifications 5,034 (760) 4,274 Reclassifications from AOCI to income — 2,937 2,937 Balance at March 31, 2021 (19,660) (10,336) (29,996) Other comprehensive income (loss) before reclassifications 3,093 (848) 2,245 Reclassifications from AOCI to income — 2,994 2,994 Balance at June 30, 2021 $ (16,567) $ (8,190) $ (24,757) For the six months ended June 30, 2022 and 2021 , $4.5 million and $5.9 million , was reclassified from AOCI into interest expense in the condensed consolidated statements of operations related to the interest rate swap discussed in Note 15. Associated with these reclassifications, t he Company recorded tax expense of $0.4 million and $0.7 million for the three months ended June 30, 2022 and 2021, respectively, and $1.1 million and $1.3 million for the six months ended June 30, 2022 and 2021, respectively. 2015 Warrants WillScot was incorporated under the name Double Eagle Acquisition Corporation ("DEAC") on June 26, 2015. DEAC issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”) each of which entitled the holder to purchase one-half of one share of Common Stock. During the six months ended June 30, 2021, 3,055,000 of the 2015 Private Warrants were repurchased for $25.5 million and cancelled. In addition, during the six months ended June 30, 2021, 9,655,000 warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock. As of June 30, 2021, no 2015 Private Warrants remained outstanding. 2018 Warrants In connection with the Modular Space Holdings ("ModSpace") acquisition in 2018, WillScot issued warrants to purchase approximately 10.0 million shares of Common Stock (the "2018 Warrants") to former shareholders of ModSpace. Each 2018 Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $15.50 per share, subject to adjustment. The 2018 Warrants expire on November 29, 2022 . During the six months ended June 30, 2022, 33,965 of the 2018 Warrants were repurchased for $0.6 million and cancelled . In addition, during the six months ended June 30, 2022, 1,037,379 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 631,863 shares of common stock. At June 30, 2022, 3,006,829 of the 2018 Warrants were outstanding. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded $24.7 million and $40.5 million of income tax expense for the three and six months ended June 30, 2022, respectively, and $18.8 million and $29.3 million of income tax expense for the three and six months ended June 30, 2021, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 25.2% and 24.5%, respectively. The Company's effective tax rate for the three and six months ended June 30, 2021 was 48.0% and 54.2%, respectively. The effective tax rate for the three and six months ended June 30, 2022 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes offset by a discrete tax benefit related to employee stock vesting. The effective tax rate for the three and six months ended June 30, 2021 differed from the US statutory rate of 21% primarily due to the permanent add-backs related to changes in the estimated fair values of the Company's common stock warrant liabilities and the impact of the UK statutory rate increase. |
Fair Value Measures
Fair Value Measures | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | 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 suggested 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 value of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at June 30, 2022 approximate their respective book values. The following table shows the carrying amounts and fair values of financial liabilities which are disclosed, but not measured, at fair value, including their levels in the fair values hierarchy: June 30, 2022 December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ABL Facility $ 1,931,009 $ — $ 1,971,215 $ — $ 1,612,783 $ — $ 1,644,500 $ — 2025 Secured Notes 519,215 — 518,308 — 518,117 — 551,835 — 2028 Secured Notes 492,974 — 432,630 — 492,490 — 515,635 — Total $ 2,943,198 $ — $ 2,922,153 $ — $ 2,623,390 $ — $ 2,711,970 $ — As of June 30, 2022, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes include d $40.2 million, $7.3 million, and $7.0 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability. As of December 31, 2021, the carrying value of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $31.7 million, $8.4 million, and $7.5 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability. 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 value of the 2025 Secured Notes and the 2028 Secured Notes is based on their last trading price at the end of each period obtained from a third party. The classification and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheets are disclosed in Note 15. Level 3 Disclosures When the 2015 Private Warrants were classified as liabilities, the Company utilized a Black Scholes option-pricing model to value the warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of operations. The estimated fair value of the common stock warrant liability was determined using Level 3 inputs. Inherent in the pricing model were assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The volatility assumption was based on a blend of peer group volatility and Company trading history that matched the expected remaining life of the warrants as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history. The risk-free interest rate was based on the US Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. The following table presents changes in Level 3 liabilities measured at fair value for the three months ended June 30, 2021: (in thousands) 2015 Private Warrants Balance - March 31, 2021 $ 99,781 Exercise or conversion (78,495) Measurement adjustment (1,571) Repurchases (19,715) Balance- June 30, 2021 $ — |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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 Mobile Mini'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 RSUs 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. Restricted Stock Awards The following table summarizes the Company's RSA activity : 2022 2021 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 36,176 $ 29.30 57,448 $ 11.75 Granted 35,244 $ 37.17 44,708 $ 29.30 Forfeited — $ — (4,266) $ 29.30 Vested (36,176) $ 29.30 (57,448) $ 11.75 Balance June 30, 35,244 $ 37.17 40,442 $ 29.30 Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $0.3 million and $0.1 million for the three months ended June 30, 2022 and 2021, respectively. Compensation expense for RSAs recognized in SG&A expense on the condensed consolidated statements of operations was $0.6 million and $0.3 million for the six months ended June 30, 2022 and 2021, respectively. At June 30, 2022, there was $1.2 million of unrecognized compensation cost related to RSAs that is 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 : 2022 2021 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 997,451 $ 18.54 1,325,862 $ 13.46 Granted 357,639 $ 35.53 405,505 $ 27.20 Forfeited (31,712) $ 30.45 (65,153) $ 16.74 Vested (437,571) $ 16.61 (347,688) $ 13.30 Balance June 30, 885,807 $ 25.93 1,318,526 $ 17.61 Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $2.5 million and $2.4 million for the three months ended June 30, 2022 and 2021, respectively. Compensation expense for RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $4.7 million and $4.3 million for the six months ended June 30, 2022 and 2021, respectively. At June 30, 2022, unrecognized compensation cost related to Time-Based RSUs totaled $18.9 million and is expected to be recognized over the remaining weighted average vesting period of 2.7 years. Performance-Based RSUs The following table summarizes the Company's Performance-Based RSU award activity : 2022 2021 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 1,536,394 $ 26.34 593,388 $ 14.88 Granted 745,079 $ 42.34 397,981 $ 39.10 Forfeited (30,712) $ 41.81 (20,077) $ 25.87 Vested (313,152) $ 16.45 — $ — Balance June 30, 1,937,609 $ 33.84 971,292 $ 24.56 Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $6.5 million and $2.0 million for the three months ended June 30, 2022 and 2021, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $10.3 million and $3.1 million for the six months ended June 30, 2022 and 2021, respectively . At June 30, 2022, unrecognized compensation cost related to Performance-Based RSUs totaled $47.5 million and is expected to be recognized over the remaining vesting period of 1.9 years. 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 an index at the grant date over the performance period of three years. For 2022 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P MidCap 400 Index. 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). Stock Options The following tables summarize the Company's stock option activity : WillScot Options Weighted-Average Exercise Price per Share Converted Weighted-Average Exercise Price per Share Balance December 31, 2021 534,188 $ 13.60 1,527,643 $ 14.66 Exercised — $ — (237,819) $ 14.51 Balance June 30, 2022 534,188 $ 13.60 1,289,824 $ 14.68 Fully vested and exercisable options, June 30, 2022 534,188 $ 13.60 1,289,824 $ 14.68 WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share Balance December 31, 2020 534,188 $ 13.60 2,031,455 $ 14.78 Forfeited — $ — (6,240) $ 12.19 Exercised — $ — (373,132) $ 15.77 Balance June 30, 2021 534,188 $ 13.60 1,652,083 $ 14.57 Fully vested and exercisable options, June 30, 2021 400,641 $ 13.60 1,652,083 $ 14.57 Compensation expense for stock option awards, recognized in SG&A expense on the condensed consolidated statements of operations, was $0.2 million for the three months ended June 30, 2021. Compensation expense for stock option awards, recognized in SG&A expense on the condensed consolidated statements of operations, was $0.2 million and $0.4 million |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives On November 6, 2018, the Company entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converted $400.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL facility into fixed-rate debt. The Swap Agreement terminated on May 29, 2022. Under the terms of the Swap Agreement, the Company received a floating rate equal to one-month LIBOR and made payments based on a fixed rate of 3.06% on the notional amount. The receive rate under the terms of the Swap Agreement was 0.11% at December 31, 2021. The Swap Agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL facility. The location and the fair value of derivative instruments designated as hedges, at the balance sheet date, was as follows: (in thousands) Balance Sheet Account December 31, 2021 Cash Flow Hedges: Interest rate swap Accrued expenses $ 5,259 The fair value of the interest rate swap was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates. The following table discloses the impact of the interest rate swap, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s combined consolidated statements of operations for the six months ended June 30,: (in thousands) 2022 2021 Gain recognized in OCI $ 4,669 $ 4,323 Location of gain recognized in income Interest expense, net Interest expense, net Loss reclassified from AOCI into income (effective portion) $ (4,530) $ (5,931) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business. The Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required. As of June 30, 2022, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in four reportable segments as follows: North America Modular Solutions ("NA Modular"), North America Storage Solutions ("NA Storage"), United Kingdom Storage Solutions ("UK Storage") and Tank and Pump Solutions ("Tank and Pump"). Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management. Transactions between reportable segments are not significant. The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization. The Company reflects the further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations. In addition, the Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company. The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance. The Company considers Adjusted EBITDA to be the more important metric because it more fully captures the business performance of the segments, inclusive of indirect costs. Reportable Segments The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three and six months ended June 30, 2022 and 2021, respectively. Three Months Ended June 30, 2022 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 252,046 $ 134,339 $ 20,156 $ 22,079 $ 428,620 Delivery and installation 73,680 37,163 5,342 9,218 125,403 Sales revenue: New units 8,520 1,407 489 678 11,094 Rental units 13,424 2,311 679 111 16,525 Total revenues 347,670 175,220 26,666 32,086 581,642 Costs: Cost of leasing and services: Leasing 68,297 19,814 4,193 4,608 96,912 Delivery and installation 58,969 23,568 3,410 7,640 93,587 Cost of sales: New units 4,244 1,077 322 496 6,139 Rental units 6,947 1,531 500 (23) 8,955 Depreciation of rental equipment 55,405 7,826 1,152 2,793 67,176 Gross profit $ 153,808 $ 121,404 $ 17,089 $ 16,572 $ 308,873 Other selected data: Adjusted EBITDA $ 127,881 $ 80,762 $ 12,230 $ 12,462 $ — $ 233,335 Selling, general and administrative expense $ 85,416 $ 48,468 $ 6,010 $ 6,904 $ 15,366 $ 162,164 Purchases of rental equipment and refurbishments $ 82,482 $ 34,282 $ 7,604 $ 5,785 $ — $ 130,153 Three Months Ended June 30, 2021 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 217,635 $ 85,966 $ 21,014 $ 18,564 $ 343,179 Delivery and installation 54,851 23,519 5,839 7,471 91,680 Sales revenue: New units 6,871 1,864 1,295 978 11,008 Rental units 10,025 4,445 284 481 15,235 Total revenues 289,382 115,794 28,432 27,494 461,102 Costs: Cost of leasing and services: Leasing 61,773 12,174 4,729 4,356 83,032 Delivery and installation 51,154 16,743 3,309 5,947 77,153 Cost of sales: New units 4,376 1,122 845 709 7,052 Rental units 5,127 2,558 294 183 8,162 Depreciation of rental equipment 50,816 7,476 1,318 3,283 62,893 Gross profit $ 116,136 $ 75,721 $ 17,937 $ 13,016 $ 222,810 Other selected data: Adjusted EBITDA $ 103,545 $ 49,526 $ 12,328 $ 10,096 $ — $ 175,495 Selling, general and administrative expense $ 63,406 $ 33,672 $ 6,926 $ 6,203 $ 12,180 $ 122,387 Purchases of rental equipment and refurbishments $ 49,364 $ 8,773 $ 4,226 $ 2,919 $ — $ 65,282 Six Months Ended June 30, 2022 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 485,024 $ 252,920 $ 40,727 $ 43,141 $ 821,812 Delivery and installation 129,314 67,067 11,809 17,544 225,734 Sales revenue: New units 13,365 2,349 617 1,360 17,691 Rental units 19,653 4,368 953 325 25,299 Total revenues 647,356 326,704 54,106 62,370 1,090,536 Costs: Cost of leasing and services: Leasing 132,286 36,160 8,430 8,914 185,790 Delivery and installation 108,023 45,094 7,333 14,652 175,102 Cost of sales: New units 7,501 1,575 386 1,003 10,465 Rental units 10,485 2,884 657 73 14,099 Depreciation of rental equipment 106,322 14,457 2,290 6,323 129,392 Gross profit $ 282,739 $ 226,534 $ 35,010 $ 31,405 $ 575,688 Other selected data: Adjusted EBITDA $ 231,829 $ 144,587 $ 24,774 $ 23,968 $ — $ 425,158 Selling, general and administrative expense $ 162,936 $ 96,406 $ 12,524 $ 13,761 $ 26,747 $ 312,374 Purchases of rental equipment and refurbishments $ 140,059 $ 54,453 $ 17,219 $ 13,658 $ — $ 225,389 Six Months Ended June 30, 2021 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 417,243 $ 166,317 $ 39,735 $ 35,546 $ 658,841 Delivery and installation 103,531 44,884 12,589 14,180 175,184 Sales revenue: New units 14,331 4,048 2,166 1,418 21,963 Rental units 20,501 8,293 949 694 30,437 Total revenues 555,606 223,542 55,439 51,838 886,425 Costs: Cost of leasing and services: Leasing 112,848 22,907 9,025 8,147 152,927 Delivery and installation 95,859 32,483 7,400 11,547 147,289 Cost of sales: New units 9,250 2,463 1,434 1,014 14,161 Rental units 10,975 5,080 918 294 17,267 Depreciation of rental equipment 97,536 12,269 2,232 6,554 118,591 Gross profit $ 229,138 $ 148,340 $ 34,430 $ 24,282 $ 436,190 Other selected data: Adjusted EBITDA $ 200,916 $ 95,848 $ 23,392 $ 18,924 $ — $ 339,080 Selling, general and administrative expense $ 125,756 $ 64,761 $ 13,269 $ 11,913 $ 24,017 $ 239,716 Purchases of rental equipment and refurbishments $ 88,499 $ 12,245 $ 10,996 $ 6,077 $ — $ 117,817 The following table presents a reconciliation of the Company’s Net income to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021, respectively: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Net income $ 73,376 $ 20,371 $ 124,547 $ 24,818 Income tax expense 24,711 18,828 40,459 29,309 Loss on extinguishment of debt — 2,814 — 5,999 Fair value (gain) loss on common stock warrant liabilities — (610) — 26,597 Interest expense 33,574 29,212 64,564 59,176 Depreciation and amortization 86,230 84,515 168,050 158,537 Currency (gains) losses, net (127) 33 11 69 Restructuring costs, lease impairment expense and other related charges (95) 7,434 168 11,829 Transaction costs 22 — 41 844 Integration costs 5,203 7,622 9,291 14,964 Stock compensation expense 9,292 4,707 15,687 8,221 Other 1,149 569 2,340 (1,283) Adjusted EBITDA $ 233,335 $ 175,495 $ 425,158 $ 339,080 Included in restructuring costs for the three and six months ended June 30, 2021 was expense of approximately $4.3 million and $5.8 million, respectively, recognized as a result of the modification of certain equity awards associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's former President and Chief Operating Officer. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table reconciles the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2022 2021 2022 2021 Numerator: Net income - basic $ 73,376 $ 20,371 $ 124,547 $ 24,818 Fair value gain on common stock warrant liabilities — (610) — — Net income - dilutive $ 73,376 $ 19,761 $ 124,547 $ 24,818 Denominator: Weighted average Common Shares outstanding - basic 223,376 228,407 222,197 228,350 Dilutive effect of shares outstanding Warrants 1,746 5,705 1,818 4,000 RSAs 18 20 22 36 Time-based RSUs 307 599 395 622 Performance-based RSUs 952 725 1,385 817 Stock Options 1,085 1,081 1,166 1,074 Weighted average Common Shares outstanding - dilutive 227,484 236,537 226,983 234,899 For the three and six months ended June 30, 2022, 1,252,968 and 904,379 shares of Performance-Based RSUs, respectively, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive. For the three and six months ended June 30, 2021, no warrants, shares or options were excluded from the computation of diluted EPS. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 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, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented. |
Principles of Consolidation | 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. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). ASU 2021-08 is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the contract assets and liabilities acquired in future business combinations. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2022 and 2021 as follows: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 US $ 517,374 $ 399,280 $ 969,342 $ 770,549 Canada 32,901 29,543 58,174 53,127 Mexico 4,703 3,848 8,917 7,311 UK 26,664 28,431 54,103 55,438 Total revenues $ 581,642 $ 461,102 $ 1,090,536 $ 886,425 Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Modular space leasing revenue $ 212,862 $ 181,376 $ 411,939 $ 351,328 Portable storage leasing revenue 88,548 58,848 166,532 113,461 Tank and pump leasing revenue 20,706 17,109 39,937 32,869 VAPS and third party leasing revenues (a) 87,498 70,880 168,424 133,306 Other leasing-related revenue (b) 19,006 14,966 34,980 27,877 Leasing revenue 428,620 343,179 821,812 658,841 Delivery and installation revenue 125,403 91,680 225,734 175,184 Total leasing and services revenue 554,023 434,859 1,047,546 834,025 New unit sales revenue 11,094 11,008 17,691 21,963 Rental unit sales revenue 16,525 15,235 25,299 30,437 Total revenues $ 581,642 $ 461,102 $ 1,090,536 $ 886,425 (a) Includes $6.8 million and $7.8 million of service revenue for the three months ended June 30, 2022 and 2021, respectively, and $14.3 million and $14.0 million of service revenue for the six months ended June 30, 2022 and 2021, respectively. (b) Includes primarily damage billings, delinquent payment charges, and other processing fees. |
Schedule of Accounts and Notes Receivable Allowances | Activity in the allowance for credit losses was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Balance at beginning of period $ 49,258 $ 31,630 $ 47,629 $ 29,258 Provision for credit losses, net of recoveries 10,264 8,390 18,865 16,910 Write-offs (5,900) (4,058) (12,910) (9,872) Foreign currency translation and other (78) 823 (40) 489 Balance at end of period $ 53,544 $ 36,785 $ 53,544 $ 36,785 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | As of June 30, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2022 (remaining) $ 32,125 $ 11,992 2023 56,620 20,004 2024 47,858 17,092 2025 40,227 17,200 2026 29,457 15,202 Thereafter 69,628 21,304 Total lease payments 275,915 102,794 Less: interest (39,569) (7,651) Present value of lease liabilities $ 236,346 $ 95,143 |
Schedule of Finance Lease Maturities | As of June 30, 2022, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2022 (remaining) $ 32,125 $ 11,992 2023 56,620 20,004 2024 47,858 17,092 2025 40,227 17,200 2026 29,457 15,202 Thereafter 69,628 21,304 Total lease payments 275,915 102,794 Less: interest (39,569) (7,651) Present value of lease liabilities $ 236,346 $ 95,143 |
Schedule of Lease Activity | The Company’s lease activity during the six months ended June 30, 2022 and 2021 was as follows: (in thousands) Six Months Ended June 30, Financial Statement Line 2022 2021 Finance Lease Expense Amortization of finance lease assets $ 10,546 $ 9,514 Interest on obligations under finance leases 1,299 1,098 Total finance lease expense $ 11,845 $ 10,612 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,574 $ 2,131 Selling, general and administrative 32,430 29,359 Lease impairment expense and other related charges 213 1,107 Short-term lease expense Cost of leasing and services 17,056 11,575 Selling, general and administrative 1,071 723 Variable lease expense Cost of leasing and services 2,822 3,373 Selling, general and administrative 4,273 3,792 Lease impairment expense and other related charges 40 335 Total operating lease expense $ 59,479 $ 52,395 Supplemental cash flow information related to leases for the six months ended June 30, 2022 and 2021 was as follows: (in thousands) Six Months Ended June 30, Supplemental Cash Flow Information 2022 2021 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 33,850 $ 33,409 Operating cash outflows from finance leases $ 1,297 $ 1,095 Financing cash outflows from finance leases $ 10,371 $ 6,935 Right of use assets obtained in exchange for lease obligations $ 19,504 $ 28,288 Assets obtained in exchange for finance leases $ 17,065 $ 11,530 |
Weighted-Average Remaining Operating Lease Term and Weighted Average Discount Rate | Weighted-average remaining operating lease terms and the weighted average discount rates as of June 30, 2022 and December 31, 2021 were as follows: Lease Terms and Discount Rates June 30, 2022 December 31, 2021 Weighted-average remaining lease term - operating leases 6.1 years 6.1 years Weighted-average discount rate - operating leases 4.9 % 5.0 % Weighted-average remaining lease term - finance leases 4.8 years 4.5 years Weighted-average discount rate - finance leases 3.2 % 2.9 % |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at the respective balance sheet dates consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Raw materials $ 35,411 $ 26,854 Finished units 6,413 5,885 Inventories $ 41,824 $ 32,739 |
Rental Equipment, net (Tables)
Rental Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Rental Equipment, net | Rental equipment, net at the respective balance sheet dates consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Modular space units $ 3,185,153 $ 3,005,195 Portable storage units 821,582 758,619 Tank and pump products 167,854 156,112 Value added products 189,534 168,419 Total rental equipment 4,364,123 4,088,345 Less: accumulated depreciation (1,106,648) (1,007,364) Rental equipment, net $ 3,257,475 $ 3,080,981 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Activity | Changes in the carrying amount of goodwill were as follows: (in thousands) NA Modular NA Storage UK Storage Tank and Pump Total Balance at December 31, 2020 $ 235,828 $ 726,529 $ 65,600 $ 143,262 $ 1,171,219 Changes to Mobile Mini purchase accounting 285,000 (233,666) — (43,173) 8,161 Effects of movements in foreign exchange rates 221 (311) (502) 18 (574) Balance at December 31, 2021 521,049 492,552 65,098 100,107 1,178,806 Effects of movements in foreign exchange rates (354) (234) (6,493) — (7,081) Balance at June 30, 2022 $ 520,695 $ 492,318 $ 58,605 $ 100,107 $ 1,171,725 |
Intangibles (Tables)
Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: June 30, 2022 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Mobile Mini customer relationships 6.1 $ 209,000 $ (52,422) $ 156,578 Technology 4.0 1,500 (500) 1,000 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 499,500 $ (52,922) $ 446,578 December 31, 2021 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Mobile Mini customer relationships 6.6 $ 209,000 $ (38,447) $ 170,553 Technology 4.5 1,500 (375) 1,125 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 499,500 $ (38,822) $ 460,678 |
Schedule of Finite-Lived Intangible Assets | Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: June 30, 2022 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Mobile Mini customer relationships 6.1 $ 209,000 $ (52,422) $ 156,578 Technology 4.0 1,500 (500) 1,000 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 499,500 $ (52,922) $ 446,578 December 31, 2021 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Mobile Mini customer relationships 6.6 $ 209,000 $ (38,447) $ 170,553 Technology 4.5 1,500 (375) 1,125 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 499,500 $ (38,822) $ 460,678 |
Schedule of Future Amortization of Intangible Assets | Based on the carrying value at June 30, 2022, future amortization of intangible assets is expected to be as follows for the years ended December 31: (in thousands) 2022 (remaining) $ 13,334 2023 26,416 2024 26,416 2025 26,416 2026 25,287 Thereafter 39,709 Total $ 157,578 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying value of debt outstanding at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity June 30, 2022 December 31, 2021 2025 Secured Notes 6.125% 2025 $ 519,215 $ 518,117 ABL Facility (a) Varies 2027 1,931,009 1,612,783 2028 Secured Notes 4.625% 2028 492,974 492,490 Finance Leases Varies Varies 95,143 89,050 Total debt 3,038,341 2,712,440 Less: current portion of long-term debt 20,663 18,121 Total long-term debt $ 3,017,678 $ 2,694,319 (a) As of December 31, 2021, the Company h ad no outst anding principal borrowings on the multicurrency revolving credit facility and $6.2 million of related debt issuance costs. No related debt issuance costs were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $6.2 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheet as of December 31, 2021. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended June 30, 2022 (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2021 $ (25,574) $ (3,497) $ (29,071) Other comprehensive loss before reclassifications (4,074) (569) (4,643) Reclassifications from AOCI to income — 2,890 2,890 Balance at March 31, 2022 (29,648) (1,176) (30,824) Other comprehensive loss before reclassifications (25,628) (464) (26,092) Reclassifications from AOCI to income — 1,640 1,640 Balance at June 30, 2022 $ (55,276) $ — $ (55,276) Six Months Ended June 30, 2021 (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive income (loss) before reclassifications 5,034 (760) 4,274 Reclassifications from AOCI to income — 2,937 2,937 Balance at March 31, 2021 (19,660) (10,336) (29,996) Other comprehensive income (loss) before reclassifications 3,093 (848) 2,245 Reclassifications from AOCI to income — 2,994 2,994 Balance at June 30, 2021 $ (16,567) $ (8,190) $ (24,757) |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Levels used for Measurement | The Company utilizes the suggested 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 |
Carrying Amounts and Fair Values of Financial Assets and Liabilities | The following table shows the carrying amounts and fair values of financial liabilities which are disclosed, but not measured, at fair value, including their levels in the fair values hierarchy: June 30, 2022 December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ABL Facility $ 1,931,009 $ — $ 1,971,215 $ — $ 1,612,783 $ — $ 1,644,500 $ — 2025 Secured Notes 519,215 — 518,308 — 518,117 — 551,835 — 2028 Secured Notes 492,974 — 432,630 — 492,490 — 515,635 — Total $ 2,943,198 $ — $ 2,922,153 $ — $ 2,623,390 $ — $ 2,711,970 $ — |
Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the three months ended June 30, 2021: (in thousands) 2015 Private Warrants Balance - March 31, 2021 $ 99,781 Exercise or conversion (78,495) Measurement adjustment (1,571) Repurchases (19,715) Balance- June 30, 2021 $ — The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2021: (in thousands) 2015 Private Warrants Balance - December 31, 2020 $ 77,404 Exercise or conversion (78,495) Measurement adjustment 25,486 Repurchases (24,395) Balance- June 30, 2021 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | The following table summarizes the Company's RSA activity : 2022 2021 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 36,176 $ 29.30 57,448 $ 11.75 Granted 35,244 $ 37.17 44,708 $ 29.30 Forfeited — $ — (4,266) $ 29.30 Vested (36,176) $ 29.30 (57,448) $ 11.75 Balance June 30, 35,244 $ 37.17 40,442 $ 29.30 |
Schedule of Restricted Stock Units | The following table summarizes the Company's Time-Based RSU activity : 2022 2021 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 997,451 $ 18.54 1,325,862 $ 13.46 Granted 357,639 $ 35.53 405,505 $ 27.20 Forfeited (31,712) $ 30.45 (65,153) $ 16.74 Vested (437,571) $ 16.61 (347,688) $ 13.30 Balance June 30, 885,807 $ 25.93 1,318,526 $ 17.61 The following table summarizes the Company's Performance-Based RSU award activity : 2022 2021 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 1,536,394 $ 26.34 593,388 $ 14.88 Granted 745,079 $ 42.34 397,981 $ 39.10 Forfeited (30,712) $ 41.81 (20,077) $ 25.87 Vested (313,152) $ 16.45 — $ — Balance June 30, 1,937,609 $ 33.84 971,292 $ 24.56 |
Schedule of Stock Option Awards | The following tables summarize the Company's stock option activity : WillScot Options Weighted-Average Exercise Price per Share Converted Weighted-Average Exercise Price per Share Balance December 31, 2021 534,188 $ 13.60 1,527,643 $ 14.66 Exercised — $ — (237,819) $ 14.51 Balance June 30, 2022 534,188 $ 13.60 1,289,824 $ 14.68 Fully vested and exercisable options, June 30, 2022 534,188 $ 13.60 1,289,824 $ 14.68 WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share Balance December 31, 2020 534,188 $ 13.60 2,031,455 $ 14.78 Forfeited — $ — (6,240) $ 12.19 Exercised — $ — (373,132) $ 15.77 Balance June 30, 2021 534,188 $ 13.60 1,652,083 $ 14.57 Fully vested and exercisable options, June 30, 2021 400,641 $ 13.60 1,652,083 $ 14.57 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet | The location and the fair value of derivative instruments designated as hedges, at the balance sheet date, was as follows: (in thousands) Balance Sheet Account December 31, 2021 Cash Flow Hedges: Interest rate swap Accrued expenses $ 5,259 |
Schedule of Impact of Interest Rate Swap on Other Comprehensive Income, AOCI and Statement of Operations | The following table discloses the impact of the interest rate swap, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s combined consolidated statements of operations for the six months ended June 30,: (in thousands) 2022 2021 Gain recognized in OCI $ 4,669 $ 4,323 Location of gain recognized in income Interest expense, net Interest expense, net Loss reclassified from AOCI into income (effective portion) $ (4,530) $ (5,931) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three and six months ended June 30, 2022 and 2021, respectively. Three Months Ended June 30, 2022 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 252,046 $ 134,339 $ 20,156 $ 22,079 $ 428,620 Delivery and installation 73,680 37,163 5,342 9,218 125,403 Sales revenue: New units 8,520 1,407 489 678 11,094 Rental units 13,424 2,311 679 111 16,525 Total revenues 347,670 175,220 26,666 32,086 581,642 Costs: Cost of leasing and services: Leasing 68,297 19,814 4,193 4,608 96,912 Delivery and installation 58,969 23,568 3,410 7,640 93,587 Cost of sales: New units 4,244 1,077 322 496 6,139 Rental units 6,947 1,531 500 (23) 8,955 Depreciation of rental equipment 55,405 7,826 1,152 2,793 67,176 Gross profit $ 153,808 $ 121,404 $ 17,089 $ 16,572 $ 308,873 Other selected data: Adjusted EBITDA $ 127,881 $ 80,762 $ 12,230 $ 12,462 $ — $ 233,335 Selling, general and administrative expense $ 85,416 $ 48,468 $ 6,010 $ 6,904 $ 15,366 $ 162,164 Purchases of rental equipment and refurbishments $ 82,482 $ 34,282 $ 7,604 $ 5,785 $ — $ 130,153 Three Months Ended June 30, 2021 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 217,635 $ 85,966 $ 21,014 $ 18,564 $ 343,179 Delivery and installation 54,851 23,519 5,839 7,471 91,680 Sales revenue: New units 6,871 1,864 1,295 978 11,008 Rental units 10,025 4,445 284 481 15,235 Total revenues 289,382 115,794 28,432 27,494 461,102 Costs: Cost of leasing and services: Leasing 61,773 12,174 4,729 4,356 83,032 Delivery and installation 51,154 16,743 3,309 5,947 77,153 Cost of sales: New units 4,376 1,122 845 709 7,052 Rental units 5,127 2,558 294 183 8,162 Depreciation of rental equipment 50,816 7,476 1,318 3,283 62,893 Gross profit $ 116,136 $ 75,721 $ 17,937 $ 13,016 $ 222,810 Other selected data: Adjusted EBITDA $ 103,545 $ 49,526 $ 12,328 $ 10,096 $ — $ 175,495 Selling, general and administrative expense $ 63,406 $ 33,672 $ 6,926 $ 6,203 $ 12,180 $ 122,387 Purchases of rental equipment and refurbishments $ 49,364 $ 8,773 $ 4,226 $ 2,919 $ — $ 65,282 Six Months Ended June 30, 2022 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 485,024 $ 252,920 $ 40,727 $ 43,141 $ 821,812 Delivery and installation 129,314 67,067 11,809 17,544 225,734 Sales revenue: New units 13,365 2,349 617 1,360 17,691 Rental units 19,653 4,368 953 325 25,299 Total revenues 647,356 326,704 54,106 62,370 1,090,536 Costs: Cost of leasing and services: Leasing 132,286 36,160 8,430 8,914 185,790 Delivery and installation 108,023 45,094 7,333 14,652 175,102 Cost of sales: New units 7,501 1,575 386 1,003 10,465 Rental units 10,485 2,884 657 73 14,099 Depreciation of rental equipment 106,322 14,457 2,290 6,323 129,392 Gross profit $ 282,739 $ 226,534 $ 35,010 $ 31,405 $ 575,688 Other selected data: Adjusted EBITDA $ 231,829 $ 144,587 $ 24,774 $ 23,968 $ — $ 425,158 Selling, general and administrative expense $ 162,936 $ 96,406 $ 12,524 $ 13,761 $ 26,747 $ 312,374 Purchases of rental equipment and refurbishments $ 140,059 $ 54,453 $ 17,219 $ 13,658 $ — $ 225,389 Six Months Ended June 30, 2021 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 417,243 $ 166,317 $ 39,735 $ 35,546 $ 658,841 Delivery and installation 103,531 44,884 12,589 14,180 175,184 Sales revenue: New units 14,331 4,048 2,166 1,418 21,963 Rental units 20,501 8,293 949 694 30,437 Total revenues 555,606 223,542 55,439 51,838 886,425 Costs: Cost of leasing and services: Leasing 112,848 22,907 9,025 8,147 152,927 Delivery and installation 95,859 32,483 7,400 11,547 147,289 Cost of sales: New units 9,250 2,463 1,434 1,014 14,161 Rental units 10,975 5,080 918 294 17,267 Depreciation of rental equipment 97,536 12,269 2,232 6,554 118,591 Gross profit $ 229,138 $ 148,340 $ 34,430 $ 24,282 $ 436,190 Other selected data: Adjusted EBITDA $ 200,916 $ 95,848 $ 23,392 $ 18,924 $ — $ 339,080 Selling, general and administrative expense $ 125,756 $ 64,761 $ 13,269 $ 11,913 $ 24,017 $ 239,716 Purchases of rental equipment and refurbishments $ 88,499 $ 12,245 $ 10,996 $ 6,077 $ — $ 117,817 |
Reconciliation of Company’s Net Income from Operations to Adjusted EBITDA | The following table presents a reconciliation of the Company’s Net income to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021, respectively: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Net income $ 73,376 $ 20,371 $ 124,547 $ 24,818 Income tax expense 24,711 18,828 40,459 29,309 Loss on extinguishment of debt — 2,814 — 5,999 Fair value (gain) loss on common stock warrant liabilities — (610) — 26,597 Interest expense 33,574 29,212 64,564 59,176 Depreciation and amortization 86,230 84,515 168,050 158,537 Currency (gains) losses, net (127) 33 11 69 Restructuring costs, lease impairment expense and other related charges (95) 7,434 168 11,829 Transaction costs 22 — 41 844 Integration costs 5,203 7,622 9,291 14,964 Stock compensation expense 9,292 4,707 15,687 8,221 Other 1,149 569 2,340 (1,283) Adjusted EBITDA $ 233,335 $ 175,495 $ 425,158 $ 339,080 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table reconciles the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation: Three Months Ended Six Months Ended June 30 June 30 (in thousands) 2022 2021 2022 2021 Numerator: Net income - basic $ 73,376 $ 20,371 $ 124,547 $ 24,818 Fair value gain on common stock warrant liabilities — (610) — — Net income - dilutive $ 73,376 $ 19,761 $ 124,547 $ 24,818 Denominator: Weighted average Common Shares outstanding - basic 223,376 228,407 222,197 228,350 Dilutive effect of shares outstanding Warrants 1,746 5,705 1,818 4,000 RSAs 18 20 22 36 Time-based RSUs 307 599 395 622 Performance-based RSUs 952 725 1,385 817 Stock Options 1,085 1,081 1,166 1,074 Weighted average Common Shares outstanding - dilutive 227,484 236,537 226,983 234,899 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 18, 2022 USD ($) | Jun. 30, 2022 USD ($) blastResistantModularUnit storageUnit | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) blastResistantModularUnit storageUnit | Jun. 30, 2021 USD ($) | Mar. 31, 2022 blastResistantModularUnit | |
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses, gross | $ 103,927 | $ 0 | ||||
Integration costs | $ 5,203 | $ 7,622 | 9,291 | 14,964 | ||
Mobile Mini Inc and Asset Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Integration costs | $ 5,200 | $ 7,600 | $ 9,300 | $ 15,000 | ||
Series of Individually Immaterial Asset Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses, gross | $ 47,100 | |||||
Modular Unit | Series of Individually Immaterial Asset Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of units in real estate property acquired | blastResistantModularUnit | 1,000 | 1,000 | 400 | |||
Storage Unit | Series of Individually Immaterial Asset Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of units in real estate property acquired | storageUnit | 4,100 | 4,100 |
Revenue - Revenue Disaggregatio
Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 581,642 | $ 461,102 | $ 1,090,536 | $ 886,425 |
Leasing revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 428,620 | 343,179 | 821,812 | 658,841 |
Modular space leasing revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 212,862 | 181,376 | 411,939 | 351,328 |
Portable storage leasing revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 88,548 | 58,848 | 166,532 | 113,461 |
Tank and pump leasing revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,706 | 17,109 | 39,937 | 32,869 |
VAPS and third party leasing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 87,498 | 70,880 | 168,424 | 133,306 |
Other leasing-related revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 19,006 | 14,966 | 34,980 | 27,877 |
Total leasing and services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 554,023 | 434,859 | 1,047,546 | 834,025 |
Delivery and installation revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 125,403 | 91,680 | 225,734 | 175,184 |
New unit sales revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,094 | 11,008 | 17,691 | 21,963 |
Rental unit sales revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 16,525 | 15,235 | 25,299 | 30,437 |
VAPS service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,800 | 7,800 | 14,300 | 14,000 |
US | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 517,374 | 399,280 | 969,342 | 770,549 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 32,901 | 29,543 | 58,174 | 53,127 |
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,703 | 3,848 | 8,917 | 7,311 |
UK | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 26,664 | $ 28,431 | $ 54,103 | $ 55,438 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Recognition of previously deferred revenue for removal services for lease transactions and advance billings for sale transactions | $ 20.7 | ||||
Deferred revenue for removal services for lease transactions and advance billings for sale transactions | $ 95.7 | $ 95.7 | $ 79.4 | ||
Modular Leasing | Revenues | Revenue Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 73% | 73% | 74% | 73% |
Revenue - Rollforward of Accoun
Revenue - Rollforward of Accounts and Notes Receivable, Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at beginning of period | $ 49,258 | $ 31,630 | $ 47,629 | $ 29,258 |
Provision for credit losses, net of recoveries | 10,264 | 8,390 | 18,865 | 16,910 |
Write-offs | (5,900) | (4,058) | (12,910) | (9,872) |
Foreign currency translation and other | (78) | 823 | (40) | 489 |
Balance at end of period | $ 53,544 | $ 36,785 | $ 53,544 | $ 36,785 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Operating | ||
2022 (remaining) | $ 32,125 | |
2023 | 56,620 | |
2024 | 47,858 | |
2025 | 40,227 | |
2026 | 29,457 | |
Thereafter | 69,628 | |
Total lease payments | 275,915 | |
Less: interest | (39,569) | |
Present value of lease liabilities | 236,346 | |
Finance | ||
2022 (remaining) | 11,992 | |
2023 | 20,004 | |
2024 | 17,092 | |
2025 | 17,200 | |
2026 | 15,202 | |
Thereafter | 21,304 | |
Total lease payments | 102,794 | |
Less: interest | (7,651) | |
Present value of lease liabilities | $ 95,143 | $ 89,050 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt | Current portion of long-term debt |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total long-term debt | Total long-term debt |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Finance Lease Expense | ||
Amortization of finance lease assets | $ 10,546 | $ 9,514 |
Interest on obligations under finance leases | 1,299 | 1,098 |
Total finance lease expense | 11,845 | 10,612 |
Operating Lease Expense | ||
Total operating lease expense | 59,479 | 52,395 |
Cost of leasing and services | ||
Operating Lease Expense | ||
Fixed lease expense | 1,574 | 2,131 |
Short-term lease expense | 17,056 | 11,575 |
Variable lease expense | 2,822 | 3,373 |
Selling, general and administrative | ||
Operating Lease Expense | ||
Fixed lease expense | 32,430 | 29,359 |
Short-term lease expense | 1,071 | 723 |
Variable lease expense | 4,273 | 3,792 |
Lease impairment expense and other related charges | ||
Operating Lease Expense | ||
Fixed lease expense | 213 | 1,107 |
Variable lease expense | $ 40 | $ 335 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Lease impairment expense and other related charges | $ (9) | $ 474 | $ 254 | $ 1,727 |
Closed location rent expense | 1,500 | |||
Impairment charges and loss on lease exit | $ 200 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for the amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 33,850 | $ 33,409 |
Operating cash outflows from finance leases | 1,297 | 1,095 |
Financing cash outflows from finance leases | 10,371 | 6,935 |
Right of use assets obtained in exchange for lease obligations | 19,504 | 28,288 |
Assets obtained in exchange for finance leases | $ 17,065 | $ 11,530 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases | 6 years 1 month 6 days | 6 years 1 month 6 days |
Weighted-average discount rate - operating leases | 4.90% | 5% |
Weighted-average remaining lease term - finance leases | 4 years 9 months 18 days | 4 years 6 months |
Weighted-average discount rate - finance leases | 3.20% | 2.90% |
Inventories - Schedule of Mobil
Inventories - Schedule of Mobile Mini Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 35,411 | $ 26,854 |
Finished units | 6,413 | 5,885 |
Inventories | $ 41,824 | $ 32,739 |
Rental Equipment, net (Details)
Rental Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | $ 4,364,123 | $ 4,088,345 |
Less: accumulated depreciation | (1,106,648) | (1,007,364) |
Rental equipment, net | 3,257,475 | 3,080,981 |
Modular space units | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 3,185,153 | 3,005,195 |
Portable storage units | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 821,582 | 758,619 |
Tank and pump products | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 167,854 | 156,112 |
Value added products | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | $ 189,534 | $ 168,419 |
Goodwill - Goodwill Activity (D
Goodwill - Goodwill Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 1,178,806 | $ 1,171,219 |
Changes to Mobile Mini purchase accounting | 8,161 | |
Effects of movements in foreign exchange rates | (7,081) | (574) |
Goodwill, end of period | 1,171,725 | 1,178,806 |
NA Modular | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 521,049 | 235,828 |
Changes to Mobile Mini purchase accounting | 285,000 | |
Effects of movements in foreign exchange rates | (354) | 221 |
Goodwill, end of period | 520,695 | 521,049 |
NA Storage | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 492,552 | 726,529 |
Changes to Mobile Mini purchase accounting | (233,666) | |
Effects of movements in foreign exchange rates | (234) | (311) |
Goodwill, end of period | 492,318 | 492,552 |
UK Storage | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 65,098 | 65,600 |
Changes to Mobile Mini purchase accounting | 0 | |
Effects of movements in foreign exchange rates | (6,493) | (502) |
Goodwill, end of period | 58,605 | 65,098 |
Tank and Pump | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 100,107 | 143,262 |
Changes to Mobile Mini purchase accounting | (43,173) | |
Effects of movements in foreign exchange rates | 0 | 18 |
Goodwill, end of period | $ 100,107 | $ 100,107 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment loss | $ 0 | $ 0 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Intangible assets subject to amortization: | ||
Accumulated amortization | $ (52,922) | $ (38,822) |
Net book value | 157,578 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross carrying amount | 499,500 | 499,500 |
Accumulated amortization | (52,922) | (38,822) |
Net book value | 446,578 | 460,678 |
Trade name - Mobile Mini | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 164,000 | 164,000 |
Trade name - WillScot | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | $ 125,000 | $ 125,000 |
Mobile Mini customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 6 years 1 month 6 days | 6 years 7 months 6 days |
Intangible assets subject to amortization: | ||
Gross carrying amount | $ 209,000 | $ 209,000 |
Accumulated amortization | (52,422) | (38,447) |
Net book value | 156,578 | 170,553 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (52,422) | $ (38,447) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 4 years | 4 years 6 months |
Intangible assets subject to amortization: | ||
Gross carrying amount | $ 1,500 | $ 1,500 |
Accumulated amortization | (500) | (375) |
Net book value | 1,000 | 1,125 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (500) | $ (375) |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Mobile Mini, Inc. | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense for intangible assets | $ 6.6 | $ 6.8 | $ 13.2 | $ 13.8 |
Intangibles - Future Amortizati
Intangibles - Future Amortization (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remaining) | $ 13,334 |
2023 | 26,416 |
2024 | 26,416 |
2025 | 26,416 |
2026 | 25,287 |
Thereafter | 39,709 |
Net book value | $ 157,578 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Finance Leases | $ 95,143,000 | $ 89,050,000 |
Total debt | 3,038,341,000 | 2,712,440,000 |
Less: current portion of long-term debt | 20,663,000 | 18,121,000 |
Total long-term debt | $ 3,017,678,000 | 2,694,319,000 |
Senior Notes | 2025 Secured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.125% | |
Long-term debt | $ 519,215,000 | 518,117,000 |
Unamortized debt issuance costs | $ 7,300,000 | 8,400,000 |
Senior Notes | 2028 Secured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.625% | |
Long-term debt | $ 492,974,000 | 492,490,000 |
Unamortized debt issuance costs | 7,000,000 | 7,500,000 |
Line of Credit | ABL Facility - Multicurrency Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,931,009,000 | 1,612,783,000 |
Outstanding principal | 0 | |
Unamortized debt issuance costs | $ 6,200,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 01, 2020 | |
Debt Instrument [Line Items] | ||||
Finance Leases | $ 95,143,000 | $ 95,143,000 | $ 89,050,000 | |
ABL Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Fee on unused borrowings | 0.20% | |||
Unamortized debt issuance costs | $ 40,200,000 | 40,200,000 | 31,700,000 | |
ABL Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Variable rate, step down percentage | 0.25% | |||
Variable rate, step up percentage | 0.25% | |||
ABL Facility | Line of Credit | Canada, Dollars | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Revolving Credit Facility | ABL Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum aggregate availability | $ 3,000,000,000 | $ 3,000,000,000 | $ 2,400,000,000 | |
Weighted average interest rate for borrowings | 3.13% | 3.13% | ||
Available borrowing capacity | $ 1,000,000,000 | $ 1,000,000,000 | ||
Letters of credit amount outstanding | 15,100,000 | 15,100,000 | ||
Outstanding principal | 2,000,000,000 | 2,000,000,000 | ||
Unamortized debt issuance costs | 40,200,000 | $ 40,200,000 | ||
Revolving Credit Facility | ABL Facility | Line of Credit | United States of America, Dollars | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.125% | |||
Revolving Credit Facility | ABL Facility | Line of Credit | United States of America, Dollars | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.125% | |||
Revolving Credit Facility | ABL Facility | Line of Credit | Canada, Dollars | BA Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.125% | |||
Revolving Credit Facility | ABL Facility | Line of Credit | Canada, Dollars | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.125% | |||
Revolving Credit Facility | ABL Facility | Line of Credit | Euro Member Countries, Euro | Euro Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.125% | |||
Revolving Credit Facility | ABL Facility | Line of Credit | United Kingdom, Pounds | Sterling Overnight Index Average | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.125% | |||
Revolving Credit Facility | 2020 ABL Facility - US Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum aggregate availability | 2,000,000,000 | |||
Available borrowing capacity | 724,600,000 | $ 724,600,000 | ||
Revolving Credit Facility | ABL Facility - Multicurrency Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum aggregate availability | $ 400,000,000 | |||
Available borrowing capacity | 309,500,000 | 309,500,000 | ||
Outstanding principal | 0 | |||
Unamortized debt issuance costs | $ 6,200,000 | |||
Revolving Credit Facility | ABL Facility Due 2027 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum aggregate availability | 3,700,000,000 | 3,700,000,000 | ||
Revolving Credit Facility | ABL Facility Due 2027 - US Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum aggregate availability | 3,300,000,000 | 3,300,000,000 | ||
Revolving Credit Facility | ABL Facility Due 2027 - Multicurrency Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum aggregate availability | 400,000,000 | 400,000,000 | ||
Letter of Credit | ABL Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum aggregate availability | $ 204,900,000 | 204,900,000 | ||
Fee on unused borrowings | 1.625% | |||
Swingline Loans | ABL Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum aggregate availability | $ 220,000,000 | $ 220,000,000 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Issuance of common stock from the exercise of options and warrants (in shares) | 1,437,420 | ||||||
Authorized share repurchase program | $ 1,000,000 | $ 1,000,000 | |||||
Shares repurchased (in shares) | 9,304,626 | ||||||
Shares repurchased | $ 326,900 | ||||||
Remaining authorized share repurchase program | 629,800 | 629,800 | |||||
Reclassifications from AOCI to income | (1,640) | $ (2,890) | $ (2,994) | $ (2,937) | |||
Subsequent Event | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Authorized share repurchase program | $ 1,000,000 | ||||||
Unrealized losses on hedging activities | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Reclassifications from AOCI to income | (1,640) | $ (2,890) | (2,994) | $ (2,937) | |||
Interest rate swap | Unrealized losses on hedging activities | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Reclassifications from AOCI to income | 4,500 | $ 5,900 | |||||
Reclassifications to consolidated statement of operations, tax expense | $ 400 | $ 700 | $ 1,100 | $ 1,300 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Other comprehensive loss before reclassifications | $ (26,092) | $ (4,643) | $ 2,245 | $ 4,274 | ||
Reclassifications from AOCI to income | 1,640 | 2,890 | 2,994 | 2,937 | ||
Total | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (30,824) | (29,071) | (29,996) | (37,207) | $ (29,071) | $ (37,207) |
Ending Balance | (55,276) | (30,824) | (24,757) | (29,996) | (55,276) | (24,757) |
Foreign currency translation | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (29,648) | (25,574) | (19,660) | (24,694) | (25,574) | (24,694) |
Other comprehensive loss before reclassifications | (25,628) | (4,074) | 3,093 | 5,034 | ||
Reclassifications from AOCI to income | 0 | 0 | 0 | 0 | ||
Ending Balance | (55,276) | (29,648) | (16,567) | (19,660) | (55,276) | (16,567) |
Unrealized losses on hedging activities | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (1,176) | (3,497) | (10,336) | (12,513) | (3,497) | (12,513) |
Other comprehensive loss before reclassifications | (464) | (569) | (848) | (760) | ||
Reclassifications from AOCI to income | 1,640 | 2,890 | 2,994 | 2,937 | ||
Ending Balance | $ 0 | $ (1,176) | $ (8,190) | $ (10,336) | $ 0 | $ (8,190) |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||||
Aug. 15, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 01, 2020 | Dec. 31, 2015 | |
2015 Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares which can be exchanged per warrant (in shares) | 0.5 | ||||
2015 Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants repurchased and canceled (in shares) | 3,055,000 | ||||
Warrants repurchased and canceled | $ 25.5 | ||||
Warrants exercised (in shares) | 9,655,000 | ||||
Warrants outstanding (in shares) | 0 | ||||
Issuance of common stock from warrants exercised (in shares) | 2,939,898 | ||||
Number of shares which can be exchanged per warrant (in shares) | 0.5 | ||||
2018 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants repurchased and canceled (in shares) | 33,965 | ||||
Warrants repurchased and canceled | $ 0.6 | ||||
Warrants exercised (in shares) | 1,037,379 | ||||
Warrants outstanding (in shares) | 3,006,829 | ||||
Issuance of common stock from warrants exercised (in shares) | 631,863 | ||||
Number of shares which can be exchanged per warrant (in shares) | 1 | ||||
Warrants exercise price (in USD per share) | $ 15.50 | ||||
2018 Warrants | Modular Space Holdings Inc. | Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants issued from acquisition (in shares) | 10,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 24,711 | $ 18,828 | $ 40,459 | $ 29,309 |
Effective tax rate | 25.20% | 48% | 24.50% | 54.20% |
Fair Value Measures - Carrying
Fair Value Measures - Carrying Amounts and Fair Values of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | $ 2,943,198 | $ 2,623,390 |
Fair Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 2,922,153 | 2,711,970 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
ABL Facility | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 40,200 | 31,700 |
ABL Facility | Carrying Amount | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,931,009 | 1,612,783 |
ABL Facility | Fair Value | Level 1 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
ABL Facility | Fair Value | Level 2 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,971,215 | 1,644,500 |
ABL Facility | Fair Value | Level 3 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2025 Secured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 7,300 | 8,400 |
2025 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 519,215 | 518,117 |
2025 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2025 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 518,308 | 551,835 |
2025 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2028 Secured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 7,000 | 7,500 |
2028 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 492,974 | 492,490 |
2028 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2028 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 432,630 | 515,635 |
2028 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 0 |
Fair Value Measures - Changes i
Fair Value Measures - Changes in Level 3 Liabilities Measured at Fair Value (Details) - 2015 Private Warrants - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance - March 31, 2021 | $ 99,781 | $ 77,404 |
Exercise or conversion | (78,495) | (78,495) |
Measurement adjustment | (1,571) | 25,486 |
Repurchases | (19,715) | (24,395) |
Balance- June 30, 2021 | $ 0 | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) - Restricted Stock Awards - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Number of Shares | ||
Beginning balance (in shares) | 36,176 | 57,448 |
Granted (in shares) | 35,244 | 44,708 |
Forfeited (in shares) | 0 | (4,266) |
Vested (in shares) | (36,176) | (57,448) |
Ending balance (in shares) | 35,244 | 40,442 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 29.30 | $ 11.75 |
Granted (in USD per share) | 37.17 | 29.30 |
Forfeited (in USD per share) | 0 | 29.30 |
Vested (in USD per share) | 29.30 | 11.75 |
Ending balance (in USD per share) | $ 37.17 | $ 29.30 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 9,292 | $ 4,707 | $ 15,687 | $ 8,221 |
Restricted Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 300 | 100 | 600 | 300 |
Unrecognized compensation expense for awards | 1,200 | $ 1,200 | ||
Recognized over the remaining vesting period (in years) | 10 months 24 days | |||
Time-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 2,500 | 2,400 | $ 4,700 | 4,300 |
Unrecognized compensation expense for awards | 18,900 | $ 18,900 | ||
Recognized over the remaining vesting period (in years) | 2 years 8 months 12 days | |||
Performance-Based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 6,500 | 2,000 | $ 10,300 | 3,100 |
Unrecognized compensation expense for awards | $ 47,500 | $ 47,500 | ||
Recognized over the remaining vesting period (in years) | 1 year 10 months 24 days | |||
Performance-Based RSUs | Awards Granted 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
TSR payout percentage, minimum | 0% | 0% | ||
TSR payout percentage, maximum | 200% | 200% | ||
TSR payout percentage, target | 100% | 100% | ||
TSR, target | 50% | 50% | ||
TSR, minimum | 25% | 25% | ||
TSR, maximum | 85% | 85% | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 200 | $ 200 | $ 400 |
Stock-Based Compensation - Time
Stock-Based Compensation - Time-Based RSUs (Details) - Time-Based RSUs - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Number of Shares | ||
Beginning balance (in shares) | 997,451 | 1,325,862 |
Granted (in shares) | 357,639 | 405,505 |
Forfeited (in shares) | (31,712) | (65,153) |
Vested (in shares) | (437,571) | (347,688) |
Ending balance (in shares) | 885,807 | 1,318,526 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 18.54 | $ 13.46 |
Granted (in USD per share) | 35.53 | 27.20 |
Forfeited (in USD per share) | 30.45 | 16.74 |
Vested (in USD per share) | 16.61 | 13.30 |
Ending balance (in USD per share) | $ 25.93 | $ 17.61 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based PSUs (Details) - Performance-Based RSUs - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Number of Shares | ||
Beginning balance (in shares) | 1,536,394 | 593,388 |
Granted (in shares) | 745,079 | 397,981 |
Forfeited (in shares) | (30,712) | (20,077) |
Vested (in shares) | (313,152) | 0 |
Ending balance (in shares) | 1,937,609 | 971,292 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 26.34 | $ 14.88 |
Granted (in USD per share) | 42.34 | 39.10 |
Forfeited (in USD per share) | 41.81 | 25.87 |
Vested (in USD per share) | 16.45 | 0 |
Ending balance (in USD per share) | $ 33.84 | $ 24.56 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
WillScot Options | ||
Options | ||
Beginning balance (in shares) | 534,188 | 534,188 |
Forfeited (in shares) | 0 | |
Exercised (in shares) | 0 | 0 |
Ending balance (in shares) | 534,188 | 534,188 |
Weighted-Average Exercise Price per Share | ||
Beginning balance (in USD per share) | $ 13.60 | $ 13.60 |
Forfeited (in USD per share) | 0 | |
Exercised (in USD per share) | 0 | 0 |
Ending balance (in USD per share) | $ 13.60 | $ 13.60 |
Vested and exercisable stock options (in shares) | 534,188 | 400,641 |
Vested and exercisable stock options, weighted-average exercise price per share (in USD per share) | $ 13.60 | $ 13.60 |
Converted Mobile Mini Options | ||
Options | ||
Beginning balance (in shares) | 1,527,643 | 2,031,455 |
Forfeited (in shares) | (6,240) | |
Exercised (in shares) | (237,819) | (373,132) |
Ending balance (in shares) | 1,289,824 | 1,652,083 |
Weighted-Average Exercise Price per Share | ||
Beginning balance (in USD per share) | $ 14.66 | $ 14.78 |
Forfeited (in USD per share) | 12.19 | |
Exercised (in USD per share) | 14.51 | 15.77 |
Ending balance (in USD per share) | $ 14.68 | $ 14.57 |
Vested and exercisable stock options (in shares) | 1,289,824 | 1,652,083 |
Vested and exercisable stock options, weighted-average exercise price per share (in USD per share) | $ 14.68 | $ 14.57 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Interest rate swap - USD ($) | Dec. 31, 2021 | Nov. 06, 2018 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notational amount | $ 400,000,000 | |
Fixed rate | 3.06% | |
Receive rate | 0.11% |
Derivatives - Location and Fair
Derivatives - Location and Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Interest rate swap | |
Derivative [Line Items] | |
Accrued expenses | $ 5,259 |
Derivative - Impact of Interest
Derivative - Impact of Interest Rate Swap (Details) - Interest rate swap - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain recognized in OCI | $ 4,669 | $ 4,323 |
Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss reclassified from AOCI into income (effective portion) | $ (4,530) | $ (5,931) |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 4 | |||
Stock compensation expense | $ 9,292 | $ 4,707 | $ 15,687 | $ 8,221 |
Transition, Separation And Release Agreement | ||||
Segment Reporting Information [Line Items] | ||||
Stock compensation expense | $ 4,300 | $ 5,800 |
Segment Reporting - Segment Rep
Segment Reporting - Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Leasing | $ 428,620 | $ 343,179 | $ 821,812 | $ 658,841 |
Total revenues | 581,642 | 461,102 | 1,090,536 | 886,425 |
Costs: | ||||
Leasing | 96,912 | 83,032 | 185,790 | 152,927 |
Depreciation of rental equipment | 67,176 | 62,893 | 129,392 | 118,591 |
Gross profit | 308,873 | 222,810 | 575,688 | 436,190 |
Other selected data: | ||||
Adjusted EBITDA | 233,335 | 175,495 | 425,158 | 339,080 |
Selling, general and administrative expense | 162,164 | 122,387 | 312,374 | 239,716 |
Purchases of rental equipment and refurbishments | 130,153 | 65,282 | 225,389 | 117,817 |
Delivery and installation | ||||
Revenues: | ||||
Revenues | 125,403 | 91,680 | 225,734 | 175,184 |
Costs: | ||||
Cost of sales | 93,587 | 77,153 | 175,102 | 147,289 |
New units | ||||
Revenues: | ||||
Revenues | 11,094 | 11,008 | 17,691 | 21,963 |
Total revenues | 11,094 | 11,008 | 17,691 | 21,963 |
Costs: | ||||
Cost of sales | 6,139 | 7,052 | 10,465 | 14,161 |
Rental units | ||||
Revenues: | ||||
Revenues | 16,525 | 15,235 | 25,299 | 30,437 |
Total revenues | 16,525 | 15,235 | 25,299 | 30,437 |
Costs: | ||||
Cost of sales | 8,955 | 8,162 | 14,099 | 17,267 |
Unallocated Costs | ||||
Other selected data: | ||||
Adjusted EBITDA | 0 | 0 | 0 | 0 |
Selling, general and administrative expense | 15,366 | 12,180 | 26,747 | 24,017 |
Purchases of rental equipment and refurbishments | 0 | 0 | 0 | 0 |
NA Modular | Operating Segments | ||||
Revenues: | ||||
Leasing | 252,046 | 217,635 | 485,024 | 417,243 |
Total revenues | 347,670 | 289,382 | 647,356 | 555,606 |
Costs: | ||||
Leasing | 68,297 | 61,773 | 132,286 | 112,848 |
Depreciation of rental equipment | 55,405 | 50,816 | 106,322 | 97,536 |
Gross profit | 153,808 | 116,136 | 282,739 | 229,138 |
Other selected data: | ||||
Adjusted EBITDA | 127,881 | 103,545 | 231,829 | 200,916 |
Selling, general and administrative expense | 85,416 | 63,406 | 162,936 | 125,756 |
Purchases of rental equipment and refurbishments | 82,482 | 49,364 | 140,059 | 88,499 |
NA Modular | Operating Segments | Delivery and installation | ||||
Revenues: | ||||
Revenues | 73,680 | 54,851 | 129,314 | 103,531 |
Costs: | ||||
Cost of sales | 58,969 | 51,154 | 108,023 | 95,859 |
NA Modular | Operating Segments | New units | ||||
Revenues: | ||||
Revenues | 8,520 | 6,871 | 13,365 | 14,331 |
Costs: | ||||
Cost of sales | 4,244 | 4,376 | 7,501 | 9,250 |
NA Modular | Operating Segments | Rental units | ||||
Revenues: | ||||
Revenues | 13,424 | 10,025 | 19,653 | 20,501 |
Costs: | ||||
Cost of sales | 6,947 | 5,127 | 10,485 | 10,975 |
NA Storage | Operating Segments | ||||
Revenues: | ||||
Leasing | 134,339 | 85,966 | 252,920 | 166,317 |
Total revenues | 175,220 | 115,794 | 326,704 | 223,542 |
Costs: | ||||
Leasing | 19,814 | 12,174 | 36,160 | 22,907 |
Depreciation of rental equipment | 7,826 | 7,476 | 14,457 | 12,269 |
Gross profit | 121,404 | 75,721 | 226,534 | 148,340 |
Other selected data: | ||||
Adjusted EBITDA | 80,762 | 49,526 | 144,587 | 95,848 |
Selling, general and administrative expense | 48,468 | 33,672 | 96,406 | 64,761 |
Purchases of rental equipment and refurbishments | 34,282 | 8,773 | 54,453 | 12,245 |
NA Storage | Operating Segments | Delivery and installation | ||||
Revenues: | ||||
Revenues | 37,163 | 23,519 | 67,067 | 44,884 |
Costs: | ||||
Cost of sales | 23,568 | 16,743 | 45,094 | 32,483 |
NA Storage | Operating Segments | New units | ||||
Revenues: | ||||
Revenues | 1,407 | 1,864 | 2,349 | 4,048 |
Costs: | ||||
Cost of sales | 1,077 | 1,122 | 1,575 | 2,463 |
NA Storage | Operating Segments | Rental units | ||||
Revenues: | ||||
Revenues | 2,311 | 4,445 | 4,368 | 8,293 |
Costs: | ||||
Cost of sales | 1,531 | 2,558 | 2,884 | 5,080 |
UK Storage | Operating Segments | ||||
Revenues: | ||||
Leasing | 20,156 | 21,014 | 40,727 | 39,735 |
Total revenues | 26,666 | 28,432 | 54,106 | 55,439 |
Costs: | ||||
Leasing | 4,193 | 4,729 | 8,430 | 9,025 |
Depreciation of rental equipment | 1,152 | 1,318 | 2,290 | 2,232 |
Gross profit | 17,089 | 17,937 | 35,010 | 34,430 |
Other selected data: | ||||
Adjusted EBITDA | 12,230 | 12,328 | 24,774 | 23,392 |
Selling, general and administrative expense | 6,010 | 6,926 | 12,524 | 13,269 |
Purchases of rental equipment and refurbishments | 7,604 | 4,226 | 17,219 | 10,996 |
UK Storage | Operating Segments | Delivery and installation | ||||
Revenues: | ||||
Revenues | 5,342 | 5,839 | 11,809 | 12,589 |
Costs: | ||||
Cost of sales | 3,410 | 3,309 | 7,333 | 7,400 |
UK Storage | Operating Segments | New units | ||||
Revenues: | ||||
Revenues | 489 | 1,295 | 617 | 2,166 |
Costs: | ||||
Cost of sales | 322 | 845 | 386 | 1,434 |
UK Storage | Operating Segments | Rental units | ||||
Revenues: | ||||
Revenues | 679 | 284 | 953 | 949 |
Costs: | ||||
Cost of sales | 500 | 294 | 657 | 918 |
Tank and Pump | Operating Segments | ||||
Revenues: | ||||
Leasing | 22,079 | 18,564 | 43,141 | 35,546 |
Total revenues | 32,086 | 27,494 | 62,370 | 51,838 |
Costs: | ||||
Leasing | 4,608 | 4,356 | 8,914 | 8,147 |
Depreciation of rental equipment | 2,793 | 3,283 | 6,323 | 6,554 |
Gross profit | 16,572 | 13,016 | 31,405 | 24,282 |
Other selected data: | ||||
Adjusted EBITDA | 12,462 | 10,096 | 23,968 | 18,924 |
Selling, general and administrative expense | 6,904 | 6,203 | 13,761 | 11,913 |
Purchases of rental equipment and refurbishments | 5,785 | 2,919 | 13,658 | 6,077 |
Tank and Pump | Operating Segments | Delivery and installation | ||||
Revenues: | ||||
Revenues | 9,218 | 7,471 | 17,544 | 14,180 |
Costs: | ||||
Cost of sales | 7,640 | 5,947 | 14,652 | 11,547 |
Tank and Pump | Operating Segments | New units | ||||
Revenues: | ||||
Revenues | 678 | 978 | 1,360 | 1,418 |
Costs: | ||||
Cost of sales | 496 | 709 | 1,003 | 1,014 |
Tank and Pump | Operating Segments | Rental units | ||||
Revenues: | ||||
Revenues | 111 | 481 | 325 | 694 |
Costs: | ||||
Cost of sales | $ (23) | $ 183 | $ 73 | $ 294 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting [Abstract] | ||||||
Net income | $ 73,376 | $ 51,171 | $ 20,371 | $ 4,447 | $ 124,547 | $ 24,818 |
Income tax expense | 24,711 | 18,828 | 40,459 | 29,309 | ||
Loss on extinguishment of debt | 0 | 2,814 | 0 | 5,999 | ||
Fair value (gain) loss on common stock warrant liabilities | 0 | (610) | 0 | 26,597 | ||
Interest expense | 33,574 | 29,212 | 64,564 | 59,176 | ||
Depreciation and amortization | 86,230 | 84,515 | 168,050 | 158,537 | ||
Currency (gains) losses, net | (127) | 33 | 11 | 69 | ||
Restructuring costs, lease impairment expense and other related charges | (95) | 7,434 | 168 | 11,829 | ||
Transaction costs | 22 | 0 | 41 | 844 | ||
Integration costs | 5,203 | 7,622 | 9,291 | 14,964 | ||
Stock compensation expense | 9,292 | 4,707 | 15,687 | 8,221 | ||
Other | 1,149 | 569 | 2,340 | (1,283) | ||
Adjusted EBITDA | $ 233,335 | $ 175,495 | $ 425,158 | $ 339,080 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Weighted Average Shares Outstanding (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net income - basic | $ 73,376 | $ 20,371 | $ 124,547 | $ 24,818 |
Fair value gain on common stock warrant liabilities | 0 | (610) | 0 | 0 |
Net income - dilutive | $ 73,376 | $ 19,761 | $ 124,547 | $ 24,818 |
Weighted average shares: | ||||
Weighted average Common Shares outstanding - basic (in shares) | 223,376,276 | 228,406,812 | 222,196,986 | 228,350,318 |
Warrants (in shares) | 1,746,000 | 5,705,000 | 1,818,000 | 4,000,000 |
Weighted average Common Shares outstanding - dilutive (in shares) | 227,484,012 | 236,536,713 | 226,983,150 | 234,898,911 |
RSAs | ||||
Weighted average shares: | ||||
Awards (in shares) | 18,000 | 20,000 | 22,000 | 36,000 |
Time-based RSUs | ||||
Weighted average shares: | ||||
Awards (in shares) | 307,000 | 599,000 | 395,000 | 622,000 |
Performance-based RSUs | ||||
Weighted average shares: | ||||
Awards (in shares) | 952,000 | 725,000 | 1,385,000 | 817,000 |
Stock Options | ||||
Weighted average shares: | ||||
Awards (in shares) | 1,085,000 | 1,081,000 | 1,166,000 | 1,074,000 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Performance-Based RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares) | 1,252,968 | 904,379 | ||
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares) | 0 | 0 |