Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 14, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | WSC | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9.3 | ||
Entity Common Stock, Shares Outstanding | 189,970,639 | ||
Documents Incorporated by Reference | The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement for the 2024 annual meeting of stockholders, which definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001647088 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young, LLP |
Auditor Location | Baltimore, MD |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 10,958 | $ 7,390 |
Trade receivables, net of allowance for credit losses at December 31, 2023 and December 31, 2022 of $81,656 and $57,048, respectively | 451,130 | 409,766 |
Inventories | 47,406 | 41,030 |
Prepaid expenses and other current assets | 57,492 | 31,635 |
Assets held for sale – current | 2,110 | 31,220 |
Total current assets | 569,096 | 521,041 |
Rental equipment, net | 3,381,315 | 3,077,287 |
Property, plant and equipment, net | 340,887 | 304,659 |
Operating lease assets | 245,647 | 219,405 |
Goodwill | 1,176,635 | 1,011,429 |
Intangible assets, net | 419,709 | 419,125 |
Other non-current assets | 4,626 | 6,683 |
Assets held for sale – non-current | 0 | 268,022 |
Total long-term assets | 5,568,819 | 5,306,610 |
Total assets | 6,137,915 | 5,827,651 |
Liabilities and equity | ||
Accounts payable | 86,123 | 109,349 |
Accrued expenses | 129,621 | 109,542 |
Accrued employee benefits | 45,564 | 56,340 |
Deferred revenue and customer deposits | 224,518 | 203,793 |
Operating lease liabilities - current | 57,408 | 50,499 |
Current portion of long-term debt | 18,786 | 13,324 |
Liabilities held for sale – current | 0 | 19,095 |
Total current liabilities | 562,020 | 561,942 |
Long-term debt | 3,538,516 | 3,063,042 |
Deferred tax liabilities | 554,268 | 401,453 |
Operating lease liabilities – non-current | 187,837 | 169,618 |
Other non-current liabilities | 34,024 | 18,537 |
Liabilities held for sale – non-current | 0 | 47,759 |
Long-term liabilities | 4,314,645 | 3,700,409 |
Total liabilities | 4,876,665 | 4,262,351 |
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at December 31, 2023 and 2022 | 0 | 0 |
Common Stock: $0.0001 par, 500,000,000 shares authorized and 189,967,135 and 207,951,682 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 20 | 21 |
Additional paid-in-capital | 2,089,091 | 2,886,951 |
Accumulated other comprehensive loss | (52,768) | (70,122) |
Accumulated deficit | (775,093) | (1,251,550) |
Total shareholders' equity | 1,261,250 | 1,565,300 |
Total liabilities and shareholders' equity | $ 6,137,915 | $ 5,827,651 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 81,656 | $ 57,048 |
Preferred share par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred shares issued (in shares) | 0 | 0 |
Preferred shares 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) | 189,967,135 | 207,951,682 |
Common stock outstanding (in shares) | 189,967,135 | 207,951,682 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 2,364,767 | $ 2,142,623 | $ 1,672,980 |
Costs: | |||
Depreciation of rental equipment | 265,733 | 256,719 | 218,790 |
Gross profit | 1,333,870 | 1,135,482 | 844,703 |
Expenses: | |||
Selling, general and administrative | 596,090 | 567,407 | 480,407 |
Other depreciation and amortization | 72,921 | 62,380 | 61,777 |
Currency losses, net | 6,754 | 886 | 427 |
Other (income) expense, net | (15,354) | (6,673) | 1,715 |
Operating income | 673,459 | 511,482 | 300,377 |
Interest expense | 205,040 | 146,278 | 116,358 |
Fair value loss on common stock warrant liabilities | 0 | 0 | 26,597 |
Loss on extinguishment of debt | 0 | 0 | 5,999 |
Income from continuing operations before income tax | 468,419 | 365,204 | 151,423 |
Income tax expense from continuing operations | 126,575 | 88,863 | 36,528 |
Income from continuing operations | 341,844 | 276,341 | 114,895 |
Discontinued operations: | |||
Income from discontinued operations before income tax | 4,003 | 63,468 | 58,267 |
Gain on sale of discontinued operations | 176,078 | 35,456 | 0 |
Income tax expense from discontinued operations | 45,468 | 35,725 | 13,018 |
Income from discontinued operations | 134,613 | 63,199 | 45,249 |
Net income | $ 476,457 | $ 339,540 | $ 160,144 |
Earnings per share from continuing operations attributable to WillScot Mobile Mini common shareholders: | |||
Basic (in USD per share) | $ 1.72 | $ 1.27 | $ 0.51 |
Diluted (in USD per share) | 1.69 | 1.25 | 0.49 |
Earnings per share from discontinued operations attributable to WillScot Mobile Mini common shareholders: | |||
Basic (in USD per share) | 0.68 | 0.30 | 0.20 |
Diluted (in USD per share) | 0.67 | 0.28 | 0.20 |
Earnings per share attributable to WillScot Mobile Mini common shareholders: | |||
Basic (in USD per share) | 2.40 | 1.57 | 0.71 |
Diluted (in USD per share) | $ 2.36 | $ 1.53 | $ 0.69 |
Weighted average shares: | |||
Basic (in shares) | 198,554,885 | 216,808,577 | 226,518,931 |
Diluted (in shares) | 201,849,836 | 221,399,162 | 232,793,902 |
Total Leasing And Product And Service Revenues/Costs | |||
Revenues: | |||
Total revenues | $ 2,364,767 | $ 2,142,623 | $ 1,672,980 |
Leasing Revenue | |||
Revenues: | |||
Leasing | 1,833,935 | 1,621,690 | 1,252,490 |
Costs: | |||
Leasing | 398,467 | 376,868 | 282,576 |
Delivery and installation | |||
Revenues: | |||
Revenues | 437,179 | 429,152 | 321,129 |
Total revenues | 437,179 | 429,152 | 321,129 |
Costs: | |||
Cost of sales | 317,117 | 322,636 | 267,533 |
New units | |||
Revenues: | |||
Revenues | 48,129 | 40,338 | 46,993 |
Total revenues | 48,129 | 40,338 | 46,993 |
Costs: | |||
Cost of sales | 26,439 | 24,011 | 31,348 |
Rental units | |||
Revenues: | |||
Revenues | 45,524 | 51,443 | 52,368 |
Total revenues | 45,524 | 51,443 | 52,368 |
Costs: | |||
Cost of sales | $ 23,141 | $ 26,907 | $ 28,030 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 476,457 | $ 339,540 | $ 160,144 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment, net of income tax benefit of $—, $— and $60 for the years ended December 31, 2023, 2022 and 2021, respectively | 14,091 | (44,548) | (880) |
Net gain on derivatives, net of income tax expense of $1,088, $1,171 and $2,661 for the years ended December 31, 2023, 2022 and 2021, respectively | 3,263 | 3,497 | 9,016 |
Total other comprehensive income (loss) | 17,354 | (41,051) | 8,136 |
Total comprehensive income | $ 493,811 | $ 298,489 | $ 168,280 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustment, income tax (expense) benefit | $ 0 | $ 0 | $ (60) |
Net Income (loss) on derivatives, tax (expense) benefit | $ 1,088 | $ 1,171 | $ 2,661 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive 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 | 160,144 | 160,144 | |||
Other comprehensive income (loss) | $ 8,136 | 8,136 | |||
Stock-based compensation and issuance of common stock from vesting (in shares) | 6,752,647 | 485,000 | |||
Stock-based compensation and issuance of Common Stock from vesting | $ 26,184 | 26,184 | |||
Repurchase and cancellation of Common Stock and warrants (in shares) | (11,851,000) | ||||
Repurchase and cancellation of Common Stock and warrants | (340,376) | $ (1) | (340,375) | ||
Issuance of common stock from the exercise of options and warrants (in shares) | 6,268,000 | ||||
Issuance of Common Stock from the exercise of options and warrants | 85,979 | 85,979 | |||
Withholding taxes on net share settlement of stock-based compensation and option exercises | (7,177) | (7,177) | |||
Ending balance (in shares) at Dec. 31, 2021 | 223,940,000 | ||||
Ending 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 | 339,540 | 339,540 | |||
Other comprehensive income (loss) | $ (41,051) | (41,051) | |||
Stock-based compensation and issuance of common stock from vesting (in shares) | 3,847,905 | 594,000 | |||
Stock-based compensation and issuance of Common Stock from vesting | $ 29,613 | 29,613 | |||
Repurchase and cancellation of Common Stock and warrants (in shares) | (19,836,000) | ||||
Repurchase and cancellation of Common Stock and warrants | (756,908) | $ (2) | (756,906) | ||
Issuance of common stock from the exercise of options and warrants (in shares) | 3,254,000 | ||||
Issuance of Common Stock from the exercise of options and warrants | 11,231 | $ 1 | 11,230 | ||
Withholding taxes on net share settlement of stock-based compensation and option exercises | $ (13,888) | (13,888) | |||
Ending balance (in shares) at Dec. 31, 2022 | 207,951,682 | 207,952,000 | |||
Ending balance at Dec. 31, 2022 | $ 1,565,300 | $ 21 | 2,886,951 | (70,122) | (1,251,550) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 476,457 | 476,457 | |||
Other comprehensive income (loss) | $ 17,354 | 17,354 | |||
Stock-based compensation and issuance of common stock from vesting (in shares) | 549,272 | 514,000 | |||
Stock-based compensation and issuance of Common Stock from vesting | $ 34,486 | 34,486 | |||
Repurchase and cancellation of Common Stock and warrants (in shares) | (18,534,000) | ||||
Repurchase and cancellation of Common Stock and warrants | (818,674) | $ (1) | (818,673) | ||
Issuance of common stock from the exercise of options and warrants (in shares) | 35,000 | ||||
Issuance of Common Stock from the exercise of options and warrants | 498 | 498 | |||
Withholding taxes on net share settlement of stock-based compensation and option exercises | $ (14,171) | (14,171) | |||
Ending balance (in shares) at Dec. 31, 2023 | 189,967,135 | 189,967,000 | |||
Ending balance at Dec. 31, 2023 | $ 1,261,250 | $ 20 | $ 2,089,091 | $ (52,768) | $ (775,093) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||||
Net income | $ 476,457 | $ 339,540 | $ 160,144 | $ 74,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 338,654 | 343,507 | 318,202 | |
Provision for credit losses | 49,650 | 34,835 | 38,191 | |
Gain on sale of discontinued operations | (176,078) | (35,456) | 0 | |
Gain on sale of rental equipment and other property, plant and equipment | (32,724) | (31,196) | (26,175) | |
Amortization of debt discounts and debt issuance costs | 11,211 | 12,064 | 14,033 | |
Fair value loss on common stock warrant liabilities | 0 | 0 | 26,597 | |
Loss on extinguishment of debt | 0 | 0 | 5,999 | |
Stock-based compensation expense | 34,486 | 29,613 | 26,184 | |
Deferred income tax expense | 141,641 | 100,849 | 36,563 | |
Loss on settlement of foreign currency forward contract | 7,715 | 0 | 0 | |
Unrealized currency (gains) losses, net | (1,374) | 753 | 295 | |
Other | 3,413 | 4,081 | 0 | |
Changes in operating assets and liabilities, net of effect of businesses acquired: | ||||
Trade receivables | (76,357) | (94,463) | (105,053) | |
Inventories | (3,276) | (12,345) | (9,083) | |
Prepaid expenses and other assets | (18,310) | 149 | 3,324 | |
Operating lease assets and liabilities | 1,045 | 856 | 473 | |
Accounts payable and other accrued expenses | (14,836) | 9,443 | 27,525 | |
Deferred revenue and customer deposits | 19,923 | 42,428 | 22,683 | |
Net cash provided by operating activities | 761,240 | 744,658 | 539,902 | |
Investing activities: | ||||
Proceeds from sale of discontinued operations | 403,992 | 325,611 | 0 | |
Acquisitions, net of cash acquired | (561,629) | (220,620) | (147,172) | |
Proceeds from sale of rental equipment | 51,290 | 70,703 | 55,210 | |
Purchase of rental equipment and refurbishments | (226,976) | (443,138) | (278,498) | |
Payment for settlement of foreign currency forward contract | (7,715) | 0 | 0 | |
Proceeds from the sale of property, plant and equipment | 13,272 | 1,775 | 16,911 | |
Purchase of property, plant and equipment | (22,237) | (43,664) | (30,498) | |
Net cash used in investing activities | (350,003) | (309,333) | (384,047) | |
Financing activities: | ||||
Repurchase and cancellation of Common Stock and warrants | (818,182) | (751,795) | (363,586) | |
Receipts from issuance of Common Stock from the exercise of options | 498 | 11,230 | 7,484 | |
Taxes paid on employee stock awards | (14,171) | (13,888) | (7,177) | |
Receipts from borrowings | 1,911,230 | 964,308 | 728,677 | |
Repayment of borrowings | (1,475,219) | (588,808) | (512,181) | |
Payment of financing costs | (6,457) | (8,187) | 0 | |
Principal payments on finance lease obligations | (16,634) | (42,228) | (17,399) | |
Payment of debt extinguishment premium costs | 0 | 0 | (3,705) | |
Net cash used in financing activities | (418,935) | (429,368) | (167,887) | |
Effect of exchange rate changes on cash and cash equivalents | 882 | (882) | (206) | |
Net change in cash and cash equivalents | (6,816) | 5,075 | (12,238) | |
Cash and cash equivalents at the beginning of the period | 17,774 | 12,699 | 24,937 | |
Cash and cash equivalents at the end of the period | 10,958 | 17,774 | 12,699 | $ 24,937 |
Supplemental cash flow information: | ||||
Interest paid, net | 184,863 | 130,463 | 103,795 | |
Income taxes paid, net | 32,949 | 25,092 | 9,855 | |
Capital expenditures accrued or payable | 19,557 | 21,052 | 27,667 | |
Reconciliation of cash and cash equivalents to the consolidated balance sheet: | ||||
Cash and cash equivalents | 10,958 | 7,390 | ||
Continuing And Discontinued Operations | ||||
Reconciliation of cash and cash equivalents to the consolidated balance sheet: | ||||
Cash and cash equivalents | 10,958 | 17,774 | 12,699 | |
Continuing Operations | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Fair value loss on common stock warrant liabilities | 0 | 0 | 26,597 | |
Loss on extinguishment of debt | 0 | 0 | 5,999 | |
Reconciliation of cash and cash equivalents to the consolidated balance sheet: | ||||
Cash and cash equivalents | 10,958 | 7,390 | 6,393 | |
Discontinued Operations | ||||
Reconciliation of cash and cash equivalents to the consolidated balance sheet: | ||||
Cash and cash equivalents | $ 0 | $ 10,384 | $ 6,306 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 and flexible turnkey temporary space solutions in the United States (“US”), Canada and Mexico. The Company leases, sells, delivers and installs modular space solutions and portable storage products through an integrated network of branch locations that spans North America. On July 1, 2020, a wholly-owned subsidiary of WillScot Corporation, a Delaware corporation, merged with and into Mobile Mini, Inc. (the “Merger”). At the effective time of the Merger, Mobile Mini, Inc. ("Mobile Mini") continued its existence as the surviving corporation in the Merger and a wholly-owned subsidiary of WillScot Corporation (“WillScot”). Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.” On September 30, 2022, the Company completed the sale of its former Tank and Pump Solutions ("Tank and Pump") segment. On January 31, 2023, the Company completed the sale of its former United Kingdom Storage Solutions ("UK Storage Solutions") segment. The consolidated financial statements present the historical financial results of the former Tank and Pump segment and the UK Storage Solutions segment as income from discontinued operations for all periods presented and the carrying values of the UK Storage Solutions segment assets and liabilities within assets and liabilities held for sale for reporting periods prior to the segments' disposals. See Note 3 for further discussion. Basis of Presentation and Principles of Consolidation The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the US (“GAAP”). The 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. 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 WillScot Mobile Mini. All intercompany balances and transactions are eliminated. Reclassifications Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Trade Receivables and Allowance for Credit Losses The Company is exposed to credit losses from trade receivables. The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review. The credit review considers expected billing exposure and 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 write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. This estimate is sensitive to 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 allowances. Specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue. The remaining provision for credit losses is recorded as selling, general and administrative expenses. Activity in the allowance for credit losses for the years ended December 31 was as follows: (in thousands) 2023 2022 2021 Balance at beginning of period $ 57,048 $ 45,773 $ 28,105 Provision for credit losses, net of recoveries (a) 49,650 34,881 37,469 Write-offs (25,182) (23,705) (19,777) Foreign currency translation and other 140 99 (24) Balance at end of period $ 81,656 $ 57,048 $ 45,773 (a) For the years ended December 31, 2023, 2022 and 2021, the provision for credit losses included $25.2 million, $23.7 million and $19.8 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection was not considered probable. The Company’s trade accounts receivable subject the Company to potential concentrations of credit risk. The Company performs on-going credit evaluations of its customers. Receivables related to sales are generally secured by the product sold to the customer. The Company generally has the right to repossess its rental units in the event of non-payment of receivables relating to the Company’s leasing operations. Inventories Inventories consist of raw materials, supplies, and finished units for sale. Inventories are measured at the lower of cost or net realizable value based on the weighted-average cost. The cost includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. Rental Equipment Rental equipment is comprised of modular space and portable storage units held for rent or on rent to customers and value-added products and services (“VAPS”) which are in use or available to be used by customers. Rental equipment is measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Costs of improvements and conversions of rental equipment are capitalized when such costs extend the useful life of the equipment or increase the rental value of the unit. Costs incurred for equipment to meet a particular customer specification are either capitalized and depreciated over the lease term taking into consideration the residual value of the asset or charged to the customer at the beginning of the lease and expensed as incurred. Maintenance and repair costs are expensed as incurred. Depreciation is computed using the straight-line method over estimated useful lives, as follows: Estimated Useful Life Residual Value Modular space units 10 - 30 years 20 - 55% Portable storage units 7 - 30 years 20 - 55% VAPS and other related rental equipment 1 - 10 years 0% Property, Plant and Equipment Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses. The Company capitalizes external costs and directly attributable internal costs to acquire or create internal use software incurred subsequent to the completion of the preliminary project stage. Costs associated with post-implementation activities are expensed as incurred. The Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract as described in Cloud Computing Arrangements below. Land is not depreciated. Leasehold improvements are amortized over the lease term. Assets leased under finance leases are depreciated over the shorter of the lease term or their useful life, unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Maintenance and repair costs are expensed as incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows: Estimated Useful Life Buildings and leasehold improvements 10 - 40 years Vehicles, machinery, and equipment 3 - 30 years Furniture and fixtures 3 - 10 years Software 3 - 10 years Impairment of Long-Lived Assets When circumstances indicate the carrying amount of long-lived assets in a held-for-use asset group may not be recoverable, the Company evaluates the assets for potential impairment using internal projections of undiscounted cash flows resulting from the use and eventual disposal of the assets. Events or changes in circumstances that may necessitate a recoverability evaluation include, but are not limited to, adverse changes in the regulatory environment or an expectation it is more likely than not that the asset will be disposed of before the end of its previously estimated useful life. If the carrying amount of the assets exceeds the undiscounted cash flows, an impairment expense is recognized for the amount by which the carrying amount of the asset group exceeds its fair value (subject to the carrying amount not being reduced below fair value for any individual long-lived asset that is determinable without undue cost and effort). Consistent with the provisions of Leases (Topic 842) ("ASC 842") , the Company assesses whether any operating lease as set impairment exists in accordance with the measurement guidance in Accounting Standard Codification ("ASC") 360, Property Plant and Equipment . Cloud Computing Arrangements In accordance with ASU 2018-15, Goodwill and Other – Internal-Use Software (Subtopic 350-40) (“ASC 350-40"), t he Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract under the internal-use software framework. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Costs incurred in the development stage are generally capitalized as other assets. Amortization expense is calculated on a straight-line basis over the contractual term of the cloud computing arrangement and recorded as selling, general and administrative expense. Purchase Accounting The Company accounts for acquisitions of businesses under the acquisition method. Under the acquisition method of accounting, the Company records assets acquired and liabilities assumed at their respective estimated fair values on the date of acquisition. Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets and is assigned to the Company's reporting units that are expected to benefit from the acquisition. When appropriate, our estimates of the fair values of assets and liabilities acquired include assistance from independent third-party valuation firms. Valuations are finalized as soon as practicable, but not later than one year from the acquisition date. Any subsequent changes to purchase price allocations result in a corresponding adjustment to goodwill. Transaction costs are expensed in the acquisition of a business. Long-lived assets (principally rental equipment), goodwill and other intangible assets generally represent the largest components of our acquisitions. Rental equipment is valued utilizing a market approach or a replacement cost approach. Intangible assets are recognized at their estimated fair values as of the date of acquisition and generally consist of customer relationships and trade names. Determination of the estimated fair value of intangible assets requires judgment. The estimated fair value of customer relationships is determined based on estimates and judgments regarding discounted future after-tax earnings and cash flows arising from lease renewals and new lease arrangements expected from customer relationships. The fair value of trade name intangible assets is determined utilizing the relief from royalty method. Under this form of the income approach, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value. Acquisitions of assets and liabilities that do not meet the definition of a business are accounted for as asset acquisitions. An asset acquisition is accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any consideration in excess of net assets acquired is allocated to qualifying acquired assets on a relative fair value basis. The Company measures the fair value of assets acquired utilizing observable market transaction data for comparable assets or recent purchase prices. Transaction costs are considered a component of the cost of an asset acquisition. Evaluation of Goodwill Impairment The Company performs its annual impairment test of goodwill at the reporting unit level as of October 1, as well as during any reporting period in which events or changes in circumstances occur that, in management’s judgment, may constitute triggering events under ASC 350-20, Intangibles – Goodwill and Other, Testing Goodwill for Impairment . The Company performs its assessment of goodwill utilizing either a qualitative or quantitative impairment test. The qualitative impairment test assesses company-specific, industry, market and general economic factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or elects not to use the qualitative impairment test, a quantitative impairment test is performed. The quantitative impairment test involves a comparison of the estimated fair value of a reporting unit to its carrying amount. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, value of net operating losses, future economic and market conditions and determination of appropriate market comparables. Management bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from these estimates. If the carrying amount of the reporting unit exceeds the calculated fair value of the reporting unit, an impairment charge would be recognized for the excess of carrying value over fair value, not to exceed the amount of goodwill allocated to that reporting unit. Intangible Assets Other than Goodwill Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. The Company’s indefinite-lived intangible assets consist of the Williams Scotsman and Mobile Mini trade names. The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test. When utilizing a quantitative impairment test, the Company calculates fair value using a relief-from-royalty method. This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded indefinite-lived intangible asset exceeds the fair value. Other intangible assets that have finite useful lives are measured at cost less accumulated amortization and impairment losses, if any. Amortization is recognized in profit or loss over the estimated useful lives of the intangible asset. Retirement Benefit Obligation The Company provides benefits to certain of its employees under defined contribution benefit plans. The Company’s contributions to these plans are generally based on a percentage of employee compensation or employee contributions. These plans are funded on a current basis. For its US and Canada employees, the Company sponsors defined contribution benefit plans that have discretionary matching contribution and profit-sharing features. Fo r the years ended December 31, 2023, 2022 and 2021, the Company made matc hing contributions of $14.1 million, $13.8 million and $10.9 million to these plans, respectively. Stock-Based Compensation Prior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units. On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger and, as a result, all future incentive awards are granted under the 2020 Incentive Plan. The 2020 Incentive Plan is administered by the Compensation Committee. Under the 2020 Incentive Plan, the Compensation Committee may grant an aggreg ate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards. Stock-based payments, including the grant of stock options, RSAs and RSUs, are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. Stock-based compensation expense includes grants of stock options, time-based RSUs ("Time-Based RSUs") and performance-based RSUs ("Performance-Based RSUs", together with Time-Based RSUs, the "RSUs"). RSUs are recognized in the financial statements based on their fair value. In addition, stock-based payments to non-executive directors include grants of 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. RSAs cliff vest in a one year period. Time-Based RSUs vest ratably over a period of four 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 certain 2023, 2022, and 2021 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 index. The target number of RSUs may be adjusted from 0% to 200% based on the TSR attainment levels defined by the 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 at or above the 85% percentile). For grants in 2020 and prior, the TSR of the Company's Common Stock is compared to the TSR of constituents in the Russell 3000 index. The target number of RSUs may be adjusted from 0% to 150% based on the TSR attainment levels defined by the 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 150% (for performance at or above the 75% percentile). Vesting is also subject to continued service requirements through the vesting date. For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 years to 4.8 years. The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The 555,790 RSU target payout is tied to a stock price of $47.50, with a payout ranging from 0 RSUs (for a stock price less than $42.50) to 1,333,334 RSUs (for a stock price of $60.00 or greater). Stock options vest in tranches over a period of four years and expire ten years from the grant date. The fair value of each stock option award on the grant date is estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted-average expected term of the options. The volatility assumption used in the Black-Scholes option-pricing model was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history. Future calculations may use the Company trading history. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption was based on the simplified method under GAAP, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. WillScot Mobile Mini has never declared or paid a cash dividend on common shares. Foreign Currency Translation and Transactions The Company’s reporting currency is the US Dollar (“USD”). Exchange rate adjustments resulting from foreign currency transactions are recognized in profit or loss, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive loss, which is a component of shareholders’ equity. The assets and liabilities of subsidiaries whose functional currency is different from the USD are translated into USD at exchange rates at the reporting date and income and expenses are translated using average exchange rates for the respective period. Exchange rate adjustments resulting from transactions in foreign currencies (currencies other than the Company entities’ functional currencies) are remeasured to the respective functional currencies using exchange rates at the dates of the transactions and are recognized in currency (gains) losses on the consolidated statements of operations. Foreign exchange gains and losses arising from a receivable or payable to a consolidated Company entity, the settlement of which is neither planned nor anticipated in the foreseeable future, are considered to form part of a net investment in the Company entity and are included within accumulated other comprehensive loss. Derivative Instruments and Hedging Activities The Company utilizes derivative financial instruments to manage its exposure to fluctuations in interest rates on variable rate debt and currency exchange rates. The Company does not use derivatives for trading or speculative purposes. The Company records derivatives on the balance sheet at fair value within prepaid expenses and other current assets and other non-current assets (if in an unrealized gain position) or within accrued liabilities and other non-current liabilities (if in an unrealized loss position). If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the changes in the fair value of derivatives are recorded in accumulated other comprehensive loss. Amounts reported in accumulated other comprehensive loss related to the cash flow hedges are reclassified to earnings when the hedged item impacts earnings. For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs. The Company assesses, both at the inception of the hedge and on an ongoing quarterly basis, whether the derivatives designated as cash flow hedges are highly effective in offsetting the changes in cash flows of the hedged items. In the consolidated statements of cash flows, cash inflows and outflows related to derivative instruments are presented based on the underlying nature of the hedged items. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial ins truments only with counterparties with high credit ratings and with major financial institutions. The Company does not anticipate that any of the counterparties will fail to meet their obligations. Revenue Recognition A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Leasing and Services Revenue The majority of revenue is generated by rental income subject to the guidance in ASC 842. The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Leasing Revenue Income from operating leases is recognized on a straight-line basis over the lease term. The Company's lease arrangements can include multiple lease and non-lease components. Examples of lease components include, but are not limited to, the lease of modular space and portable storage units and VAPS. Examples of non-lease components include, but are not limited to, the delivery, install ation, maintenance, and removal services commonly provided in a bundled transaction with the lease components. Arrangement consideration is allocated between lease deliverables and non-lease components based on the relative estimated selling (leasing) price of each deliverable. Estimated selling (leasing) price of the lease deliverables is based upon the estimated stand-alone selling price of the related performance obligations using an adjusted market approach. When leases and services are billed in advance, recognition of revenue is deferred until services are rendered. If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date is recognized as incremental revenue upon return. Rental equipment is leased primarily under operating leases. Rental contracts with customers within our Modular segment, as defined in Note 18 , are generally based on a 28‑day or monthly rate and billing cycle. O perating lease minimum contractual terms generally range from 1 month to 60 months and our leases are customarily renewable on a month-to-month basis after their initial term. Operating lease minimum contractual terms averaged approximately 10 months across this segment's rental fleet for the year ended December 31, 2023 . Rental contracts with customers within the Storage segment, as defined in Note 18, are generally based on a 28-day rate and billing cycle. The rental continues until cancelled by the Company or the customer. The Company records changes in estimated collectability directly against leasing revenue. The Company may use third parties to satisfy its performance obligations, including both the provision of VAPS and other services. To determine whether it is the principal or agent in the arrangement, the Company reviews each third-party relationship on a contract-by-contract basis. The Company is considered an agent when its role is to arrange for another entity to provide the VAPS and other services to the customer. In these instances, the Company does not control the rental unit or service before it is provided and the risk of performance is held by the third party. The Company is considered the principal when it controls the VAPS or other services prior to transferring control to the customer and retains the risk of performance. WillScot Mobile Mini may be a principal in the fulfillment of some leasing contracts and services elements and an agent for other elements within the same contract. Revenue is recognized on a gross basis when the Company is the principal in the arrangement and on a net basis when it is the agent. Services Revenue The Company generally has three non-lease service-related performance obligations in its contracts with customers: • Delivery and installation of the modular or portable storage unit; • Maintenance and other ad hoc services performed during the lease term; and • Removal services that occur at the end of the lease term. Consideration is allocated to each of these performance obligations within the contract based upon their estimated relative standalone selling prices using an adjusted market approach. Revenue from these activities is recognized as the services are performed. Sales Revenue Sales revenue is generated by the sale of new and rental units. Revenue from the sale of new and rental units is generally recognized at a point in time upon the transfer of control to the customer, which occurs when the unit is delivered and installed in accordance with the contract. Sales transactions constitute a single performance obligation. Other Matters The Company's non-lease revenues do not include material amounts of variable consideration, other than the variability noted for services arrangements expected to be performed beyond a twelve-month period. The Company's payment terms vary by the type and location of its customer and the product or services offered. The time between invoicing and when payment is due is not significant. While the Company may bill certain customers in advance, its contracts do not contain a significant financing component based on the short length of time between upfront billings and the performance of contracted services. For certain products, services, or customer types, the Company requires payment before the products or services are delivered to the customer. At December 31, 2023, current deferred revenue and customer deposits included deferred reven ue of $222.5 million and customer deposits of $2.0 million, respectively. At December 31, 2022, current deferred revenue and customer deposits included deferred revenue of $195.8 million and customer deposits of $8.0 million, respectively. Revenue is recognized net of sales tax billed to customers, which is subsequently remitted to governmental authorities. Leases as Lessee The Company leases real estate for certain of its branch offices, administrative offices, rental equipment storage properties, vehicles and equipment, and administrative operations. The Company determines if an arrangement is or contains a lease at inception. Leases are classified as either finance or operating at inception of the lease, with classification affecting the pattern of expense recognition in the income statement. Short-term leases, defined as leases with an initial term of 12 months or less, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. The Company has leases that contain both lease and non-lease components and has elected, as an accounting policy, to not separate lease components and non-lease components. Right of use ("ROU") assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease liability is calculated as the present value of the remaining minimum rental payments for existing leases using either the rate implicit in the lease or, if none exi |
Business Combinations and Acqui
Business Combinations and Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Acquisitions | Business Combinations and Acquisitions Business Combinations During the year ended December 31, 2023, the Company acquired a national provider of cold storage solutions, which consisted primarily of approximately 2,200 climate-controlled containers and refrigerated storage trailers; a regional modular space manufacturing and leasing business, which consisted primarily of approximately 1,300 modular leasing units; and a national provider of premium large clearspan structures. The aggregate purchase price paid for these acquisitions and the opening balance sheet were as follows: (in thousands) Purchase Price: Cash used in acquisitions, net of cash acquired of $3,245 $ 411,593 Allocated as follows: Trade receivables 8,452 (a) Inventories 2,017 Deferred tax assets 931 Rental equipment 214,936 (b) Property, plant, and equipment 3,376 Operating lease assets 5,028 Intangibles - customer relationships 26,408 (b) Other assets 3,669 Accounts payable (276) Deferred revenue (11,635) Operating lease liabilities (3,633) Other liabilities (2,182) Total identifiable net assets 247,091 Goodwill 164,502 Total net assets acquired $ 411,593 (a) As of the acquisition date, the fair value of accounts receivable was $8.5 million, and the gross contractual amount was $11.5 million. The Company analyzed information available at the time of acquisition in estimating uncollectible receivables and the fair value of acquired receivables. (b) The initial fair value assumptions used included preliminary estimates of the replacement cost of rental equipment, discount rates, royalty rates, and customer attrition rates which have been updated in preparing these valuations and the underlying assets have been adjusted from those previously recorded accordingly. Rental equipment and intangible assets were increased by approximately $12.9 million and $26.4 million from amounts previously reported, respectively. Goodwill recognized is attributable to expected operating synergies, assembled workforces, and the going concern value of the acquired businesses. Goodwill recorded for these acquisitions is deductible for tax purposes. Revenue and earnings from business combinations are not available, as the businesses are integrated into the Company's centralized financial and operational processes following acquisition. Asset Acquisitions During 2023, the Company acquired certain assets and liabilities of five smaller entities, which consisted primarily of approximately 1,800 storage units and 700 modular units for $150.0 million in cash. As of the acquisition dates, the fair value of rental equipment acquired was $147.6 million. Integration Costs |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Discontinued Operations | Discontinued Operations Tank and Pump Divestiture On September 30, 2022, the Company sold its former Tank and Pump segment for $321.9 million. Exiting the former Tank and Pump segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses. Results for the former Tank and Pump segment are reported in income from discontinued operations within the consolidated statements of operations for all periods presented. UK Storage Solutions Divestiture On January 31, 2023, the Company sold its former UK Storage Solutions segment for $418.1 million. Exiting the UK Storage Solutions segment represented the Company’s strategic shift to concentrate its operations on its core modular and storage businesses in North America. Results for the former UK Storage Solutions segment are reported in income from discontinued operations within the consolidated statements of operations for all periods presented. The carrying value of the UK Storage Solutions segment's assets and liabilities are presented within assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2022. The following tables present the results of the former Tank and Pump segment and the former UK Storage Solutions segment as reported in income from discontinued operations within the consolidated statements of operations, and the carrying value of the former UK Storage Solutions segment's assets and liabilities as presented within assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2022. The 2022 results for the former Tank and Pump segment represent results for the nine months ended September 30, 2022 as the Company sold the former Tank and Pump segment on September 30, 2022. The 2023 results for the former UK Storage Solutions segment represent results for one month as the Company sold the former UK Storage Solutions segment on January 31, 2023. Year Ended December 31, 2023 (in thousands) UK Storage Solutions Revenues: Leasing and services revenue: Leasing $ 6,389 Delivery and installation 1,802 Sales revenue: New units 54 Rental units 449 Total revenues 8,694 Costs: Costs of leasing and services: Leasing 1,407 Delivery and installation 1,213 Costs of sales: New units 38 Rental units 492 Gross profit 5,544 Expenses: Selling, general and administrative 1,486 Other income, net (1) Operating income 4,059 Interest expense 56 Income from discontinued operations before income tax 4,003 Gain on sale of discontinued operations 175,708 Income tax expense from discontinued operations 45,468 Income from discontinued operations $ 134,243 Other selected data: Adjusted EBITDA from discontinued operations $ 4,124 In January 2023, a $0.4 million adjustment was made to the gain on sale of the former Tank and Pump segment due to the final contractual working capital adjustment. Including this adjustment, the total gain on sale of discontinued operations was $176.1 million for the year ended December 31, 2023 . Year Ended December 31, 2022 (in thousands) Tank and Pump UK Storage Solutions Total Revenues: Leasing and services revenue: Leasing $ 65,572 $ 79,772 $ 145,344 Delivery and installation 27,665 22,876 50,541 Sales revenue: New units 2,202 1,106 3,308 Rental units 917 1,455 2,372 Total revenues 96,356 105,209 201,565 Costs: Costs of leasing and services: Leasing 13,828 16,737 30,565 Delivery and installation 23,285 14,867 38,152 Costs of sales: New units 1,636 738 2,374 Rental units 310 1,012 1,322 Depreciation of rental equipment 8,145 4,254 12,399 Gross profit 49,152 67,601 116,753 Expenses: Selling, general and administrative 18,045 21,795 39,840 Other depreciation and amortization 6,103 5,906 12,009 Currency losses, net — 138 138 Other expense, net 4 (7) (3) Operating income 25,000 39,769 64,769 Interest expense 512 789 1,301 Income from discontinued operations before income tax 24,488 38,980 63,468 Income tax expense from discontinued operations 843 34,882 35,725 Gain on sale of discontinued operations 35,456 — $ 35,456 Income from discontinued operations $ 59,101 $ 4,098 $ 63,199 Other selected data: Adjusted EBITDA from discontinued operations $ 37,016 $ 48,734 $ 85,750 Year Ended December 31, 2021 (in thousands) Tank and Pump UK Storage Solutions Total Revenues: Leasing and services revenue: Leasing $ 77,527 $ 82,106 $ 159,633 Delivery and installation 29,530 24,023 53,553 Sales revenue: New units 2,355 3,534 5,889 Rental units 1,479 1,363 2,842 Total revenues 110,891 111,026 221,917 Costs: Costs of leasing and services: Leasing 17,045 17,440 34,485 Delivery and installation 25,057 14,271 39,328 Costs of sales: New units 1,672 2,357 4,029 Rental units 536 1,287 1,823 Depreciation of rental equipment 14,319 4,428 18,747 Gross profit 52,262 71,243 123,505 Expenses: Selling, general and administrative 22,194 24,974 47,168 Other depreciation and amortization 9,366 6,887 16,253 Restructuring costs 2 — 2 Currency gains, net — 121 121 Other expense, net 11 54 65 Operating income 20,689 39,207 59,896 Interest expense 779 850 1,629 Income from discontinued operations before income tax 19,910 38,357 58,267 Income tax expense from discontinued operations 5,277 7,741 13,018 Income from discontinued operations $ 14,633 $ 30,616 $ 45,249 Other selected data: Adjusted EBITDA from discontinued operations $ 41,750 $ 49,039 $ 90,789 December 31, 2022 (in thousands) UK Storage Solutions Assets Cash and cash equivalents $ 10,384 Trade receivables, net of allowances for doubtful accounts of $300 15,991 Inventories 3,058 Prepaid expenses and other current assets 1,787 Rental equipment, net 165,853 Property, plant and equipment, net 20,645 Operating lease assets 15,134 Goodwill 58,144 Intangible assets, net 6,414 Other non-current assets 1,832 Total assets held for sale $ 299,242 Liabilities Accounts payable $ 4,515 Accrued expenses 3,273 Accrued employee benefits 1,009 Deferred revenue and customer deposits 6,850 Deferred tax liabilities 29,737 Operating lease liabilities 15,192 Other non-current liabilities 6,278 Total liabilities held for sale $ 66,854 For the years ended December 31, 2022 and 2021 , significant operating and investing items related to the former Tank and Pump segment were as follows: Years Ended December 31, (in thousands) 2022 2021 Operating activities of discontinued operations: Depreciation and amortization $ 14,248 $ 23,685 Investing activities of discontinued operations: Proceeds from sale of rental equipment $ 918 $ 1,480 Purchases of rental equipment and refurbishments $ (21,831) $ (17,747) Proceeds from sale of property, plant and equipment $ — $ 388 Purchases of property, plant and equipment $ (525) $ (1,743) The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former Tank and Pump segment for the years ended December 31, 2022 and 2021 , respectively. See Note 18 for further information regarding Adjusted EBITDA. Years Ended December 31, (in thousands) 2022 2021 Income from discontinued operations $ 59,101 $ 14,633 Gain on sale of discontinued operations 35,456 — Income tax expense from discontinued operations 843 5,277 Income from discontinued operations before income tax and gain on sale 24,488 19,910 Interest expense 512 779 Depreciation and amortization 14,248 23,685 Restructuring costs, lease impairment expense and other related charges — 2 Integration costs — 14 Stock compensation expense 18 222 Other (2,250) (2,862) Adjusted EBITDA from discontinued operations $ 37,016 $ 41,750 For the years ended December 31, 2023, 2022 and 2021 , significant operating and investing items related to the UK Storage Solutions segment were as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Operating activities of discontinued operations: Depreciation and amortization $ — $ 10,160 $ 11,315 Investing activities of discontinued operations: Proceeds from sale of rental equipment $ 514 $ 1,455 $ 1,363 Purchases of rental equipment and refurbishments $ (371) $ (23,931) $ (27,830) Proceeds from sale of property, plant and equipment $ 8 $ 504 $ 387 Purchases of property, plant and equipment $ (64) $ (3,752) $ (1,680) The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the UK Storage Solutions segment for the years ended December 31, 2023, 2022 and 2021 , respectively. See Note 18 for further information regarding Adjusted EBITDA. Years Ended December 31, (in thousands) 2023 2022 2021 Income from discontinued operations $ 134,243 $ 4,098 $ 30,616 Gain on sale of discontinued operations 175,708 — — Income tax expense from discontinued operations 45,468 34,882 7,741 Income from discontinued operations before income tax and gain on sale 4,003 38,980 38,357 Interest expense 56 789 850 Depreciation and amortization — 10,160 11,315 Currency losses, net — 138 121 Stock compensation expense (196) 197 39 Other 261 (1,530) (1,643) Adjusted EBITDA from discontinued operations $ 4,124 $ 48,734 $ 49,039 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Disaggregation Geographic Areas The Company had total revenue in the following geographic areas for the years ended December 31, as follows: Years Ended December 31, (in thousands) 2023 2022 2021 US $ 2,219,561 $ 1,998,796 $ 1,542,076 Canada 120,123 125,536 116,070 Mexico 25,083 18,291 14,834 Total revenues $ 2,364,767 $ 2,142,623 $ 1,672,980 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 turnkey temporary modular space and portable storage units along with VAPS, which include furniture, steps, ramps, basic appliances, internet connectivity devices, integral tool racking, heavy duty capacity shelving, workstations, electrical and lighting products and other items used by customers in connection with the Company's products. The Company also offers its lease customers a damage waiver program that protects them in case the leased unit is damaged. 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 years ended December 31, was as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Modular space leasing revenue $ 953,822 $ 840,926 $ 697,852 Portable storage leasing revenue 396,781 361,197 233,868 VAPS and third party leasing revenues (a) 391,948 343,625 263,021 Other leasing-related revenue (b) 91,384 75,942 57,749 Leasing revenue 1,833,935 1,621,690 1,252,490 Delivery and installation revenue 437,179 429,152 321,129 Total leasing and services revenue 2,271,114 2,050,842 1,573,619 New unit sales revenue 48,129 40,338 46,993 Rental unit sales revenue 45,524 51,443 52,368 Total revenues $ 2,364,767 $ 2,142,623 $ 1,672,980 (a) Incl udes $23.9 million, $25.3 million, and $17.1 million of VAPS service revenue for the years ended December 31, 2023, 2022 and 2021, respectively. (b) Includes primarily damage billings, delinquent payment charges, and other processing fees. Leasing and Services Revenue The majority of revenue (77%, 75% , and 74% for the years ended December 31, 2023, 2022 and 2021, respectively) is generated by lease income subject to the guidance of ASC 842. The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606. At December 31, 2023 and for the years ended December 31, 2024 through 2028 and thereafter, future committed leasing revenues under non-cancelable operating leases with the Company’s customers, excluding revenue from delivery and installation and potential lease extensions, were as follows: (in thousands) Operating Leases 2024 $ 367,965 2025 129,048 2026 42,698 2027 17,988 2028 7,887 Thereafter 5,399 Total $ 570,985 Receivables The Company manages credit risk associated with its accounts receivables 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. No single customer accounted for more than 1.0% and 1.7% of the Company’s receivables at December 31, 2023 and 2022, respectively. The Company's top five customers with the largest open receivables balances represented 4.3% and 5.4% of the total receivables balance as of December 31, 2023 and 2022, respectively. The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures. The Company's allowance for credit losses reflects its estimate of the amount of receivables that it will be unable to collect . The estimated losses are calculated using the loss rate method based upon a review of outstanding receivables, related aging, and historical collection experience. T he Company's estimates reflect changing circumstances, and the Company may be required to increase or decrease its allowance. During the years ended December 31, 2023, 2022 and 2021, the Company recognized bad debt expense to reflect changes in the allowance for credit losses of $23.4 million, $10.4 million, and $16.4 million, respectively, within SG&A expense in its consolidated statements of operations. For the years ended December 31, 2023, 2022 and 2021, the provision for credit losses included $25.2 million, $23.7 million and $19.8 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection was not considered probable. 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. As of December 31, 2023 and 2022, the Company had approximately $124.1 million and $102.2 million, respectively, of deferred revenue related to services billed in advance. During the years ended December 31, 2023, 2022 and 2021, $67.6 million, $47.2 million and $38.8 million, respectively, of deferred revenue billed in advance was recognized as revenue . The Company does not have material contract assets, and it did not recognize any material impairments of any 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 market rate in place at the time those services are provided, and therefore, the Company is applying the optional exemption to omit disclosure of such amounts. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases As of December 31, 2023, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases 2024 $ 69,429 $ 23,927 2025 60,490 23,550 2026 47,465 23,234 2027 36,903 19,982 2028 26,212 22,473 Thereafter 48,153 22,138 Total lease payments 288,652 135,304 Less: interest (43,407) (18,205) Present value of lease liabilities $ 245,245 $ 117,099 Finance lease liabilities are included within long-term debt and current portion of long-term debt on the consolidated balance sheets. The Company’s lease activity during the years ended December 31, 2023, 2022, and 2021 was as follows: Years Ended December 31, Financial Statement Line (in thousands) 2023 2022 2021 Finance Lease Expense Amortization of finance lease assets $ 16,945 $ 13,900 $ 12,602 Interest on obligations under finance leases 3,777 1,899 1,406 Total finance lease expense $ 20,722 $ 15,799 $ 14,008 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,396 $ 2,797 $ 3,979 Selling, general and administrative 67,374 60,017 56,005 Short-term lease expense Cost of leasing and services 26,010 32,947 22,335 Selling, general and administrative 1,789 1,792 794 Variable lease expense Cost of leasing and services 2,109 5,388 7,794 Selling, general and administrative 8,380 7,289 5,134 Total operating lease expense $ 107,058 $ 110,230 $ 96,041 Supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 were as follows: Years Ended December 31, Supplemental Cash Flow Information (in thousands) 2023 2022 2021 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 68,889 $ 61,418 $ 58,931 Operating cash outflows from finance leases $ 3,715 $ 1,895 $ 1,432 Financing cash outflows from finance leases $ 16,510 $ 15,159 $ 12,476 Right of use assets obtained in exchange for lease obligations $ 95,897 $ 55,005 $ 66,887 Assets obtained in exchange for finance leases $ 58,737 $ 29,803 $ 19,435 Weighted-average remaining operating lease terms and the weighted average discount rates as of December 31 were as follows: Lease Terms and Discount Rates 2023 2022 Weighted-average remaining lease term - operating leases 5.4 years 5.8 years Weighted-average discount rate - operating leases 5.9 % 5.4 % Weighted-average remaining lease term - finance leases 5.0 years 5.1 years Weighted-average discount rate - finance leases 4.8 % 3.4 % |
Leases | Leases As of December 31, 2023, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases 2024 $ 69,429 $ 23,927 2025 60,490 23,550 2026 47,465 23,234 2027 36,903 19,982 2028 26,212 22,473 Thereafter 48,153 22,138 Total lease payments 288,652 135,304 Less: interest (43,407) (18,205) Present value of lease liabilities $ 245,245 $ 117,099 Finance lease liabilities are included within long-term debt and current portion of long-term debt on the consolidated balance sheets. The Company’s lease activity during the years ended December 31, 2023, 2022, and 2021 was as follows: Years Ended December 31, Financial Statement Line (in thousands) 2023 2022 2021 Finance Lease Expense Amortization of finance lease assets $ 16,945 $ 13,900 $ 12,602 Interest on obligations under finance leases 3,777 1,899 1,406 Total finance lease expense $ 20,722 $ 15,799 $ 14,008 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,396 $ 2,797 $ 3,979 Selling, general and administrative 67,374 60,017 56,005 Short-term lease expense Cost of leasing and services 26,010 32,947 22,335 Selling, general and administrative 1,789 1,792 794 Variable lease expense Cost of leasing and services 2,109 5,388 7,794 Selling, general and administrative 8,380 7,289 5,134 Total operating lease expense $ 107,058 $ 110,230 $ 96,041 Supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 were as follows: Years Ended December 31, Supplemental Cash Flow Information (in thousands) 2023 2022 2021 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 68,889 $ 61,418 $ 58,931 Operating cash outflows from finance leases $ 3,715 $ 1,895 $ 1,432 Financing cash outflows from finance leases $ 16,510 $ 15,159 $ 12,476 Right of use assets obtained in exchange for lease obligations $ 95,897 $ 55,005 $ 66,887 Assets obtained in exchange for finance leases $ 58,737 $ 29,803 $ 19,435 Weighted-average remaining operating lease terms and the weighted average discount rates as of December 31 were as follows: Lease Terms and Discount Rates 2023 2022 Weighted-average remaining lease term - operating leases 5.4 years 5.8 years Weighted-average discount rate - operating leases 5.9 % 5.4 % Weighted-average remaining lease term - finance leases 5.0 years 5.1 years Weighted-average discount rate - finance leases 4.8 % 3.4 % |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inv entories at December 31, consisted of the following: (in thousands) 2023 2022 Raw materials $ 43,071 $ 38,611 Finished units 4,335 2,419 Inventories $ 47,406 $ 41,030 |
Rental Equipment, net
Rental Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Rental Equipment, net | Rental Equipment, net Rental equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Modular space units $ 3,541,451 $ 3,197,779 Portable storage units 1,009,059 849,193 Value added products 204,933 203,444 Total rental equipment 4,755,443 4,250,416 Less: accumulated depreciation (1,374,128) (1,173,129) Rental equipment, net $ 3,381,315 $ 3,077,287 Property, plant and equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Land, buildings, and leasehold improvements $ 178,117 $ 174,322 Vehicles and equipment 233,793 167,337 Office furniture, fixtures and software 109,460 106,747 Total property, plant and equipment 521,370 448,406 Less: accumulated depreciation (180,483) (143,747) Property, plant and equipment, net $ 340,887 $ 304,659 Depreciation expense related to property, plant and equipment w as $47.1 million, $38.6 million, and $37.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The depreciation expense for these assets was presented in other depreciation and amortization in the consolidated statements of operations. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Rental Equipment, net Rental equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Modular space units $ 3,541,451 $ 3,197,779 Portable storage units 1,009,059 849,193 Value added products 204,933 203,444 Total rental equipment 4,755,443 4,250,416 Less: accumulated depreciation (1,374,128) (1,173,129) Rental equipment, net $ 3,381,315 $ 3,077,287 Property, plant and equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Land, buildings, and leasehold improvements $ 178,117 $ 174,322 Vehicles and equipment 233,793 167,337 Office furniture, fixtures and software 109,460 106,747 Total property, plant and equipment 521,370 448,406 Less: accumulated depreciation (180,483) (143,747) Property, plant and equipment, net $ 340,887 $ 304,659 Depreciation expense related to property, plant and equipment w as $47.1 million, $38.6 million, and $37.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The depreciation expense for these assets was presented in other depreciation and amortization in the consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Modular Storage Total Balance at December 31, 2021 $ 521,049 $ 492,552 $ 1,013,601 Effects of movements in foreign exchange rates (2,172) — (2,172) Balance at December 31, 2022 518,877 492,552 1,011,429 Additions from acquisitions 61,111 103,391 164,502 Effects of movements in foreign exchange rates 704 — 704 Balance at December 31, 2023 $ 580,692 $ 595,943 $ 1,176,635 The Company conducted its annual impairment test of goodwill as of October 1, 2023 and determined that there was no impairment of goodwill identified. Accumulated historical goodwill impairment losses wer e $792.8 million and pertain to the Modular segment (as defined in Note 18) prior to Double Eagle Acquisition Corporation's acquisition of Williams Scotsman International, Inc. in 2017. There were no goodwill impairments recorded for the years ended December 31, 2023, 2022 and 2021. Intangible Assets Intangible assets other than goodwill at December 31, consisted of the following: December 31, 2023 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer Relationships 4.5 $ 214,408 $ (84,324) $ 130,084 Technology 2.5 1,500 (875) 625 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 $ 504,908 $ (85,199) $ 419,709 December 31, 2022 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer Relationships 5.5 $ 188,000 $ (58,750) $ 129,250 Technology 3.5 1,500 (625) 875 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 $ 478,500 $ (59,375) $ 419,125 For the years ended December 31, 2023, 2022 and 2021, the aggregate amount recorded to depreciation and amortization expense for intangible assets subject to amortization was $25.8 million, $23.8 million and $24.3 million, respectively. As of December 31, 2023, the expected future amortization expense for intangible assets is as follows: (in thousands) Amortization Expense 2024 $ 29,122 2025 29,122 2026 28,997 2027 28,684 2028 14,784 Total $ 130,709 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying value of debt outstanding at December 31 consisted of the following: (in thousands, except rates) Interest rate Year of maturity 2023 2022 2025 Secured Notes 6.125% 2025 $ 522,735 $ 520,350 ABL Facility Varies 2027 1,929,259 1,988,176 2028 Secured Notes 4.625% 2028 494,500 493,470 2031 Secured Notes 7.375% 2031 493,709 — Finance Leases Varies Varies 117,099 74,370 Total debt 3,557,302 3,076,366 Less: current portion of long-term debt 18,786 13,324 Total long-term debt $ 3,538,516 $ 3,063,042 Maturities of debt, including finance leases, during the years subsequent to December 31, 2023 are as follows: (in thousands) 2024 $ 23,927 2025 550,050 2026 23,234 2027 1,975,992 2028 522,473 Thereafter 522,138 Total $ 3,617,814 The Company records de bt issuance costs as offsets against the carrying value of the related debt . These debt costs are amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows: (in thousands) Debt issuance cost amortization 2024 $ 11,891 2025 $ 10,664 2026 $ 9,555 2027 $ 5,852 2028 $ 1,677 Thereafter $ 2,667 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. 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”), (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, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $750.0 million and the amount of suppressed availability as defined in the ABL Facility, subject to the satisfaction of customary conditions including lender approval, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL facility. 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 facility includes a credit spread adjustment of 0.10% in addition to the applicable margin. 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 a commitment fee on the unused available borrowings of 0.20% annually. At December 31, 2023, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the 2023 interest rate swap agreements, was 6.24%. Refer to Note 14 for a more detailed discussion on interest rate management. Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate Revolver Commitments and (ii) the Borrowing Base ("Line Cap"). At December 31, 2023, the Line Cap was $3.2 billion and the Borrowers had approximately $1.2 billion of available borrowing capacity under the ABL Facility, including $1.0 billion under the US Facility and $189.4 million under the Multicurrency Facility. Borrowing capacity under the ABL Facility is made available for up to $220.0 million letters of credit and $220.0 million of swingline loans. At December 31, 2023, the available capacity was $191.5 million of letters of credit and $216.2 million of swingline loans. At December 31, 2023, letters of credit and bank guarantees carried fees of 1.625%. The Company had issued $28.5 million of standby letters of credit under the ABL Facility at December 31, 2023. The Company had approximately $2.0 billion outstanding principal under the ABL Facility at December 31, 2023. Debt issuance costs of $26.8 million and $31.8 million were included in the carrying value of the ABL Facility at December 31, 2023 and December 31, 2022 . As of December 31, 2022, the Company had no outstanding principal borrowings on the Multicurrency Facility and $2.5 million of related debt issuance costs, which were recorded in other non-current assets on the consolidated balance sheets. The obligations of the US Borrowers are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of Holdings, other than excluded subsidiaries (together with Holdings, the "US Guarantors"). The obligations of the Multicurrency Borrowers are unconditionally guaranteed by the US Borrowers and the US Guarantors, and each existing and subsequently acquired or organized direct or indirect wholly-owned Canadian organized restricted subsidiary of Holdings other than certain excluded subsidiaries (together with the US Guarantors, the "ABL Guarantors"). Senior Secured Notes On June 15, 2020, the Company completed a private offering of $650.0 million in aggregate principal amount of its 6.125% senior secured notes due 2025 (the "2025 Secured Notes") to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended ("Rule 144A"). The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125% per annum. Interest is payable semi-annually on June 15 and December 15 of each year. In 2021, using cash on hand and borrowings on the ABL Facility, the Company redeemed $123.5 million of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the consolidated statement of operations of $6.0 million comprised of a redemption premium of $3.7 million and write off of unamortized deferred financing fees of $2.3 million. As of December 31, 2023 the aggregate principal amount outstanding for the 2025 Secured Notes was $526.5 million. Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $3.8 million as of December 31, 2023. On August 25, 2020, the Company completed a private offering of $500.0 million in aggregate principal amount of 4.625% senior secured notes due 2028 (the "2028 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A . T he 2028 Secured Notes mature on August 15, 2028 and bear interest at a rate of 4.625% per annum. Interest is payable semi-annually on August 15 and February 15 of each year. Unamortized deferred financing costs pertaining to the 2028 Secured Notes were $5.5 million as of December 31, 2023. On September 25, 2023, the Company completed a private offering of $500.0 million in aggregate principal amount of 7.375% senior secured notes due 2031 (the "2031 Secur ed Notes") to qualified institutional buyers pursuant to Rule 144A . P roceeds were used to repay approximately $494.0 million of outstanding indebtedness under the ABL Facility and certain fees and expenses. T he 2031 Secured N otes mature on October 1, 2031 and bear interest at a rate of 7.375% per annum. Interest is payable semi-annually on April 1 and October 1 of each year, beginning April 1, 2024. Unamortized deferred financing costs pertaining to the 2031 Secured Notes were $6.3 million as of December 31, 2023. The tables below depict the redemption prices (expressed as percentages of the principal amount) of the notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the date of redemption. 2025 Secured Notes Year Redemption Price June 15, 2023 101.531 % June 15, 2024 and thereafter 100.000 % 2028 Secured Notes Year Redemption Price August 15, 2023 102.313 % August 15, 2024 101.156 % August 15, 2025 and thereafter 100.000 % 2031 Secured Notes The Company may redeem the 2031 Secured Notes at any time before October 1, 2026 at a redemption price equal to 100% of the principal amount thereof, plus a customary make whole premium for the 2031 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. Before October 1, 2026, the Company may redeem up to 40% of the aggregate principal amount of the 2031 Secured Notes at a price equal to 107.375% of the principal amount of the 2031 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings. At any time prior to October 1, 2026, the Company may also redeem up to 10% of the aggregate principal amount at a redemption price equal to 103% of the principal amount of the 2031 Secured Notes being redeemed during each twelve-month period commencing with the issue date, plus accrued and unpaid interest, if any, to but not including the redemption date. Year Redemption Price October 1, 2026 103.688 % October 1, 2027 101.844 % October 1, 2028 and thereafter 100.000 % The 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”). WillScot Mobile Mini is not a guarantor of the Secured Notes. The Note Guarantors are guarantors or borrowers under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the Secured Notes. The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of Williams Scotsman, Inc., a wholly owned indirect subsidiary of the Company (“WSI”), and the Note Guarantors securing the ABL Facility. Upon the repayment of the 2025 Secured Notes and the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2031 Secured Notes (other than certain permitted), the collateral securing the 2031 Secured Notes will be released and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions. Finance Leases The Company maintains finance leases primarily related to transportation related equipment. At December 31, 2023 and December 31, 2022, obligations under the finance leases were $117.1 million and $74.4 million, respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Equity Preferred Stock WillScot Mobile Mini's certificate of incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with a par value of $0.0001 per share. As of December 31, 2023 and 2022, the Company had zero shares of Preferred Stock issued and outstanding. Common Stock WillScot Mobile Mini's certificate of incorporation authorizes the issuance of 500,000,000 shares of Common Stock with a par value of $0.0001 per share. The Company had 189,967,135 shares of Common Stock issued and outstanding as of December 31, 2023. The outstanding shares of the Company's Common Stock are duly authorized, validly issued, fully paid and non-assessable. In connection with stock compensation vesting and stock option exercises described in Note 16, and the warrant exercises described in Note 12 , the Company issued 549,272, 3,847,905 and 6,752,647 shares of Common Stock during the years ended December 31, 2023, 2022 and 2021, respectively. Stock Repurchase Program In May 2023, the Board of Directors approved a reset of the share repurchase program authorizing 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, business, legal, accounting, and other considerations. The Company may repurchase its shares in open market transactions or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and will be conducted subject to the covenants in the agreements governing indebtedness. In August 2022, the Inflation Reduction Act of 2022 was enacted into law and imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. The Company reflected the applicable excise tax in equity as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in accrued expenses on the consolidated balance sheet. During the year ended December 31, 2023, the Company repurchased 18,533,819 shares of Common Stock for $810.8 million. During the year ended December 31, 2022, the Company repurchased 19,854,424 shares of Common Stock and stock equivalents for $756.9 million. As of December 31, 2023, $498.2 million of the authorization for future repurchases of our common stock remained available. Accumulated Other Comprehen sive Loss The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2023, 2022 and 2021, were as follows: (in thousands) Foreign Currency Translation Unrealized (gains) losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive loss before reclassifications (880) (2,985) (3,865) Reclassifications from AOCI to income (a) — 12,001 12,001 Balance at December 31, 2021 (25,574) (3,497) (29,071) Other comprehensive loss before reclassifications (44,548) (1,033) (45,581) Reclassifications from AOCI to income (a) — 4,530 4,530 Balance at December 31, 2022 (70,122) — (70,122) Other comprehensive income before reclassifications 14,091 14,813 28,904 Reclassifications from AOCI to income (a) — (11,550) (11,550) Balance at December 31, 2023 $ (56,031) $ 3,263 $ (52,768) (a) For the years ended December 31, 2023, 2022 and 2021, $(11.6) million, $4.5 million and $12.0 million, respectively, was reclassified from AOCI into the consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 14. For the years ended December 31, 2023, 2022 and 2021, the Company recorded tax benefits of $2.9 million, $1.1 million and $3.0 million, respectively, associated with this reclassification. Warrants 2015 Private Warrants The Company issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”). The 2015 Private Warrants were purchased at a price of $0.50 per unit for an aggregate purchase price of $9.75 million. If held by certain original investors (or their permitted assignees), the 2015 Private Warrants could be exercised on a cashless basis and were not subject to redemption. During the year ended December 31, 2021, 3,055,000 of the 2015 Private Warrants were repurchased for $25.5 million and cancelled, and 9,655,000 warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock. As a result of these transactions, effective May 2021, no 2015 Private Warrants were outstanding. 2018 Warrants In connection with the acquisition of Modular Space Holdings, Inc. ("ModSpace") in 2018, the Company issued warrants to purchase approximately 10.0 million shares of its Common Stock (the "2018 Warrants") to former shareholders of ModSpace. Each 2018 Warrant entitled the holder to purchase one share of Common Stock at an exercise price of $15.50 per share, subject to potential adjustment. The 2018 Warrants expired on November 29, 2022. During the year ended December 31, 2021, 254,373 of the 2018 Warrants were repurchased for $2.9 million and cancelled. In addition, during the year ended December 31, 2021, 5,397,695 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,835,968 shares of Common Stock. During the year ended December 31, 2022, 33,965 of the 2018 Warrants were repurchased for $0.6 million and cancelled. In addition, during the year ended December 31, 2022, 4,011,665 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,590,940 shares of Common Stock. The remaining 32,543 of 2018 Warrants expired on November 29, 2022 . Effective November 29, 2022, no 2018 Warrants were outstanding. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Warrants | Equity Preferred Stock WillScot Mobile Mini's certificate of incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with a par value of $0.0001 per share. As of December 31, 2023 and 2022, the Company had zero shares of Preferred Stock issued and outstanding. Common Stock WillScot Mobile Mini's certificate of incorporation authorizes the issuance of 500,000,000 shares of Common Stock with a par value of $0.0001 per share. The Company had 189,967,135 shares of Common Stock issued and outstanding as of December 31, 2023. The outstanding shares of the Company's Common Stock are duly authorized, validly issued, fully paid and non-assessable. In connection with stock compensation vesting and stock option exercises described in Note 16, and the warrant exercises described in Note 12 , the Company issued 549,272, 3,847,905 and 6,752,647 shares of Common Stock during the years ended December 31, 2023, 2022 and 2021, respectively. Stock Repurchase Program In May 2023, the Board of Directors approved a reset of the share repurchase program authorizing 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, business, legal, accounting, and other considerations. The Company may repurchase its shares in open market transactions or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and will be conducted subject to the covenants in the agreements governing indebtedness. In August 2022, the Inflation Reduction Act of 2022 was enacted into law and imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. The Company reflected the applicable excise tax in equity as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in accrued expenses on the consolidated balance sheet. During the year ended December 31, 2023, the Company repurchased 18,533,819 shares of Common Stock for $810.8 million. During the year ended December 31, 2022, the Company repurchased 19,854,424 shares of Common Stock and stock equivalents for $756.9 million. As of December 31, 2023, $498.2 million of the authorization for future repurchases of our common stock remained available. Accumulated Other Comprehen sive Loss The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2023, 2022 and 2021, were as follows: (in thousands) Foreign Currency Translation Unrealized (gains) losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive loss before reclassifications (880) (2,985) (3,865) Reclassifications from AOCI to income (a) — 12,001 12,001 Balance at December 31, 2021 (25,574) (3,497) (29,071) Other comprehensive loss before reclassifications (44,548) (1,033) (45,581) Reclassifications from AOCI to income (a) — 4,530 4,530 Balance at December 31, 2022 (70,122) — (70,122) Other comprehensive income before reclassifications 14,091 14,813 28,904 Reclassifications from AOCI to income (a) — (11,550) (11,550) Balance at December 31, 2023 $ (56,031) $ 3,263 $ (52,768) (a) For the years ended December 31, 2023, 2022 and 2021, $(11.6) million, $4.5 million and $12.0 million, respectively, was reclassified from AOCI into the consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 14. For the years ended December 31, 2023, 2022 and 2021, the Company recorded tax benefits of $2.9 million, $1.1 million and $3.0 million, respectively, associated with this reclassification. Warrants 2015 Private Warrants The Company issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”). The 2015 Private Warrants were purchased at a price of $0.50 per unit for an aggregate purchase price of $9.75 million. If held by certain original investors (or their permitted assignees), the 2015 Private Warrants could be exercised on a cashless basis and were not subject to redemption. During the year ended December 31, 2021, 3,055,000 of the 2015 Private Warrants were repurchased for $25.5 million and cancelled, and 9,655,000 warrants were exercised on a cashless basis, resulting in the issuance of 2,939,898 shares of Common Stock. As a result of these transactions, effective May 2021, no 2015 Private Warrants were outstanding. 2018 Warrants In connection with the acquisition of Modular Space Holdings, Inc. ("ModSpace") in 2018, the Company issued warrants to purchase approximately 10.0 million shares of its Common Stock (the "2018 Warrants") to former shareholders of ModSpace. Each 2018 Warrant entitled the holder to purchase one share of Common Stock at an exercise price of $15.50 per share, subject to potential adjustment. The 2018 Warrants expired on November 29, 2022. During the year ended December 31, 2021, 254,373 of the 2018 Warrants were repurchased for $2.9 million and cancelled. In addition, during the year ended December 31, 2021, 5,397,695 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,835,968 shares of Common Stock. During the year ended December 31, 2022, 33,965 of the 2018 Warrants were repurchased for $0.6 million and cancelled. In addition, during the year ended December 31, 2022, 4,011,665 of the 2018 Warrants were exercised on a cashless basis, resulting in the issuance of 2,590,940 shares of Common Stock. The remaining 32,543 of 2018 Warrants expired on November 29, 2022 . Effective November 29, 2022, no 2018 Warrants were outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income tax expense from continuing operations for the years ended December 31, are comprised of the following: (in thousands) 2023 2022 2021 Current Federal $ — $ — $ — State 12,250 11,327 4,645 Foreign 7,382 6,204 1,795 Deferred Federal 80,698 63,585 23,707 State 27,276 8,917 (2,671) Foreign (1,031) (1,170) 9,052 Total income tax expense from continuing operations $ 126,575 $ 88,863 $ 36,528 Income tax expense from continuing operations differed from the amount computed by applying the US statutory income tax rate of 21% to the income from continuing operations before income taxes for the following reasons for the years ended December 31, : (in thousands) 2023 2022 2021 Income from continuing operations before income tax US $ 444,557 $ 341,412 $ 137,922 Foreign 23,862 23,792 13,501 Total income from continuing operations before income tax $ 468,419 $ 365,204 $ 151,423 US Federal statutory income tax expense $ 98,368 $ 76,693 $ 31,798 Effect of tax rates in foreign jurisdictions 1,434 1,085 743 State income tax expense, net of federal benefit 25,016 16,917 1,130 Valuation allowances (815) (6,907) (2,595) Non-deductible (non-taxable) items 775 1,147 (410) Non-deductible executive compensation 2,014 1,258 2,309 Non-deductible remeasurement of common stock warrant liabilities — — 5,585 Uncertain tax positions (523) (804) (11,748) Tax law changes (excluding valuation allowance) (a) (50) (94) 8,411 Other 356 (432) 1,305 Income tax expense from continuing operations $ 126,575 $ 88,863 $ 36,528 Effective income tax rate 27.02 % 24.33 % 24.12 % (a) Tax law changes primarily represent changes in tax law in foreign jurisdictions. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and carryforwards. Significa nt components of the Company’s deferred tax assets and liabilities as of December 31, are as follows: (in thousands) 2023 2022 Deferred tax assets Deferred interest expense $ 116,982 $ 133,223 Employee benefit plans 9,079 6,233 Accrued liabilities 5,996 8,043 Allowance for credit losses 21,964 15,143 Deferred revenue 57,494 50,531 Operating lease liability 61,849 59,740 Other 5,006 6,127 Tax loss carryforwards 99,676 233,133 Deferred tax assets, gross 378,046 512,173 Valuation allowance (1,430) (2,245) Net deferred income tax asset $ 376,616 $ 509,928 Deferred tax liabilities Rental equipment and other property, plant and equipment $ (808,873) $ (770,964) Intangible assets (60,358) (84,390) Right of use asset (61,653) (59,258) Deferred gain — (26,691) Deferred tax liability (930,884) (941,303) Net deferred income tax liability $ (554,268) $ (431,375) As of December 31, 2022, the net deferred income tax liability presented in the table above included net deferred tax liability of $29.7 million ($33.7 million of deferred tax liability, net of $4.0 million of deferred tax asset) related to the UK Storage Solutions segment and recorded in liabilities held for sale - non-current on the consolidated balance sheet. The Company's valuation allowance decreased by $0.8 million from 2022, related to a reduction to the valuation allowance on state NOL where the Company determined that it is more likely than not realizable due to sufficient current and future taxable income. Tax loss carryforwards as of December 31, 2023 are outlined in the table below and include US Federal, US State and foreign (Canada and Mexico). The availability of these tax losses to offset future income varies by jurisdiction. Furthermore, the ability to utilize the tax losses may be subject to additional limitations upon the occurrence of certain events, such as a change in the ownership of the Company. Some of the Company’s tax attributes are subject to annual limitations due to historical changes in ownership from acquisitions, mergers or other related ownership shift events; however, the Company anticipates that our remaining available net operating losses will be consumed prior to their expiration. The Company’s tax loss carryforwards are as follows at December 31, 2023: (in thousands) Loss Deferred Tax Expiration Jurisdiction: US - Federal $ 465,179 $ 88,887 2037, Indefinite US - State 240,335 10,789 2025 – 2042, Indefinite Total $ 705,514 $ 99,676 As of December 31, 2023, the total amount of the basis difference in investments outside the US, which are indefinitely reinvested and for which deferred taxes have not been provided, is approximately $174.2 million . The tax, if any, associated with the recovery of the basis difference is dependent on the manner in which it is recovered and is not readily determinable. Unrecognized Tax Positions The Company is subject to taxation in US, Canada, Mexico, and state jurisdictions. The Company’s tax returns are subject to examination by the applicable tax authorities prior to the expiration of statute of limitations for assessing additional taxes, which generally ranges from two to five years after the end of the applicable tax year. As of December 31, 2023, generally, tax years for 2016 through 2022 remain subject to examination by the tax authorities. In addition, in certain taxing jurisdictions, in the case of carryover tax attributes to years open for assessment, such attributes may be subject to reduction by taxing authorities. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2023 2022 2021 Unrecognized tax benefits – January 1, $ 43,627 $ 44,314 $ 54,494 Increases based on tax positions related to prior period — — 9 Decrease from expiration of statute of limitations (493) (687) (10,189) Unrecognized tax benefits – December 31, $ 43,134 $ 43,627 $ 44,314 At December 31, 2023, 2022 and 2021, respective ly, there were $41.8 million, $42.3 million and $43.3 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. The Company classifies interest on tax deficiencies and income tax penalties within income tax expense. During the years ended December 31, 2022 and 2021, the Company recognized approximately $0.1 million, and $1.0 million in interest, respectively. The Company accrued approximately $0.4 million for the payment of interest at both December 31, 2023 and 2022. Future tax settlements or statute of limitation expirations could result in a change to the Company’s uncertain tax positions. As of December 31, 2023, the Company believes that it is reasonably possible that approximately $0.7 million of unrecognized tax benefits could decrease in the next twelve months as a result of the expiration of statutes of limitation, audit settlements or resolution of tax uncertainties. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Interest Rate Swaps In 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. 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 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 Swap Agreement terminated on May 29, 2022. In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $750.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a weighted average fixed interest rate of 3.44% on the notional amount. The swap agreements were designated and qualified as hedges of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027. The floating rate that the Company receives under the terms of these swap agreements was 5.36% at December 31, 2023. The location and the fair value of derivative instruments designated as hedges were as follows: (in thousands) Balance Sheet Location 2023 Cash Flow Hedges: Interest rate swap Prepaid expenses and other current assets $ 9,145 Interest rate swap Other non-current liabilities $ (4,595) Over the next twelve months, the Company expects to reclassify $9.1 million, net of tax, from accumulated other comprehensive loss into the consolidated statements of operations within interest expense related to the interest rate swaps. The fair value of the interest rate swaps 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 swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statement of operations for the years ended December 31: (in thousands) 2023 2022 2021 Gain recognized in OCI $ 15,901 $ 4,669 $ 11,677 Location of gain (loss) recognized in income Interest expense, net Interest expense, net Interest expense, net (Gain) loss reclassified from AOCI into income $ (11,550) $ 4,530 $ 12,001 Foreign Currency Contract In December 2022, the Company executed a contingent forward contract to sell £330.0 million upon the closing of the sale of the former UK Storage Solutions segment at a price ranging from 1.20550 to 1.20440 USD to British Pounds Sterling. The price was dependent upon the date of the closing of the sale. This contract, which was to expire on September 11, 2023, mitigated the foreign currency risk of the USD relative to the British Pound Sterling prior to the closing of the sale of the former UK Storage Solutions segment. This contract did not qualify for hedge accounting and was revalued at fair value at the reporting date with unrealized gains and losses reflected in the Company's results of operations. Upon the closing of the sale of the UK Storage Solutions segment on January 31, 2023, the Company settled the contingent forward contract and received cash at an exchange rate of 1.205 USD to British Pounds Sterling. The location and the fair value of the foreign currency contract in the consolidated balance sheet as of December 31, 2022 was as follows: (in thousands) Balance Sheet Location 2022 Derivative Contracts: Foreign currency contract Accrued liabilities $ 930 The fair value of the foreign currency contract 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 foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the years ended December 31: (in thousands) 2023 2022 Loss recognized in income $ 7,715 $ 930 Location of loss recognized in income Currency losses, net Currency losses, net |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Dec. 31, 2023 | |
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 short-term deposits, trade receivables, trade payables, capital lease and other financing obligations, and other current liabilities approximate their carrying amounts. The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy: December 31, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ABL Facility $ 1,929,259 $ — $ 1,956,011 $ — $ 1,988,176 $ — $ 2,020,000 $ — 2025 Secured Notes 522,735 — 527,021 — 520,350 — 526,800 — 2028 Secured Notes 494,500 — 474,285 — 493,470 — 450,135 — 2031 Secured Notes 493,709 — 528,075 — — — — — Total $ 3,440,203 $ — $ 3,485,392 $ — $ 3,001,996 $ — $ 2,996,935 $ — As of December 31, 2023, the carrying values of the ABL Facility, the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $26.8 million, $3.8 million, $5.5 million, and $6.3 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability. As of December 31, 2022, the carrying values of the ABL Facility, the 2025 Secured Notes, and the 2028 Secured Notes included $31.8 million, $6.2 million, and $6.5 million, respectively, of unamortized debt issuance costs which were presented as a direct reduction of the corresponding liability. There were no transfers of financial instruments between the three levels of the fair value hierarchy during the years ended December 31, 2023 a nd 2022. The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes are based on their last trading price at the end of each period obtained from a third party. The loca tion and the fair value of derivative assets and liabilities in the consolidated balance sheet are disclosed in Note 14. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Restricted Stock Awards The following table summarizes the Company's RSA activity during the years ended December 31, 2023, 2022 and 2021 : Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2020 57,448 $ 11.75 Granted 44,708 $ 29.30 Forfeited (8,532) $ 29.30 Vested (57,448) $ 11.75 Balance December 31, 2021 36,176 $ 29.30 Granted 35,244 $ 37.17 Vested (36,176) $ 29.30 Balance December 31, 2022 35,244 $ 37.17 Granted 28,946 $ 44.44 Vested (35,244) $ 37.17 Balance December 31, 2023 28,946 $ 44.44 Compensation expense for RSAs recognized in SG&A expense in the consolidated statements of operations was $1.3 million, $1.2 million, and $0.8 million for the years ended December 31, 2023, 2022, and 2021, respectively. At December 31, 2023, unrecognized compensation cost related to RSAs totaled $0.6 million and was expected to be recognized over the remaining weighted average vesting period of 0.4 years. The total fair value of RSA's vested in 2023, 2022, and 2021 was $1.6 million, $1.3 million, and $1.6 million, respectively. Time-Based RSUs The following table summarizes the Company's Time-Based RSU activity during the years ended December 31, 2023, 2022 and 2021 : Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2020 1,325,862 $ 13.46 Granted 415,737 $ 27.25 Forfeited (72,505) $ 17.80 Vested (671,643) $ 13.99 Balance December 31, 2021 997,451 $ 18.54 Granted 377,804 $ 35.40 Forfeited (106,570) $ 31.35 Vested (478,906) $ 16.42 Balance December 31, 2022 789,779 $ 26.16 Granted 213,388 $ 50.74 Forfeited (61,848) $ 36.75 Vested (322,483) $ 21.38 Balance December 31, 2023 618,836 $ 36.07 Compensation expense for Time-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $8.1 million, $8.2 million, and $9.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. At December 31, 2023, unrecognized compensation cost related to Time-Based RSUs totaled $14.2 million and was expected to be recognized over the remaining weighted average vesting period of 2.0 years. The total fair value of Time-Based RSU's vested in 2023, 2022, and 2021 was $16.2 million, $18.0 million, and $18.5 million, respectively. Included in restructuring costs for the year ended December 31, 2021 was expense of approximately $5.9 million recognized as a result of the modification of certain RSUs with the Transition, Separation and Release Agreement entered into on February 25, 2021, with the Company's former President and Chief Operating Officer. Performance-Based RSUs The following table summarizes the Company's Performance-Based RSU award activity during the years ended December 31, 2023 and 2022 and 2021: Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2020 593,388 $ 14.88 Granted 977,645 $ 33.21 Forfeited (23,753) $ 27.92 Vested (10,886) $ 14.70 Balance December 31, 2021 1,536,394 $ 26.34 Granted 745,079 $ 42.34 Forfeited (74,071) $ 41.66 Vested (313,152) $ 16.45 Balance December 31, 2022 1,894,250 $ 33.67 Granted 376,826 $ 69.52 Forfeited (37,451) $ 47.52 Vested (293,934) $ 16.34 Balance December 31, 2023 1,939,691 $ 42.95 Compensation expense for Performance-Based RSUs recognized in SG&A expense in the consolidated statements of operations was $24.9 million, $20.2 million and $8.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. At December 31, 2023, unrecognized compensation cost related to Performance-Based RSUs totaled $35.2 million and was expected to be recognized over the remaining vesting period of 1.5 years. The total fair value of Performance- Based RSU's vested in 2023, 2022, and 2021 was $15.0 million, $11.9 million and $0.3 million, respectively. Refer to Note 1 for the details of conditions required for the performance-based RSUs to vest. Included in restructuring costs for the year ended December 31, 2021 , was expense of approximately $1.3 million recognized as a result of the modification of certain Performance-Based RSUs with the Transition, Separation and Release Agreement entered into on February 25, 2021, with the Company's former President and Chief Operating Officer. Stock Options The following table summarizes the Company's stock option activity during the years ended December 31, 2023, 2022 and 2021 : WillScot Options Weighted-Average Exercise Price per Share Converted 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 — $ — (497,572) $ 15.21 Balance at December 31, 2021 534,188 $ 13.60 1,527,643 $ 14.66 Exercised — $ — (663,367) $ 16.93 Balance at December 31, 2022 534,188 $ 13.60 864,276 $ 12.91 Exercised — $ — (35,030) $ 14.21 Balance at December 31, 2023 534,188 $ 13.60 829,246 $ 12.86 Fully vested and exercisable options, December 31, 2023 534,188 $ 13.60 829,246 $ 12.86 Under our stock option plans, the Company may issue shares on a net basis at the request of the option holder. This occurs by netting the option costs in shares from the shares exercised. No options were granted in the years ended December 31, 2023, 2022, and 2021 . At December 31, 2023, the intrinsic value of both stock options outstanding and stock options fully vested and currently exercisable was $42.7 million. At December 31, 2023, the weighted-average remaining contractual term of options outstanding was 4.2 years for WillScot options and 3.1 years for converted Mobile Mini options. The total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2023, 2022, and 2021 was $1.1 million, $16.0 million and $6.2 million , respectively. Com pensation expense for stock option awards, recognized in SG&A expense in the consolidated statements of operations was $0.2 million and $0.7 million for the years ended December 31, 2022 and 2021, respective |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe 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 December 31, 2023, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in two reportable segments as follows: Modular Solutions ("Modular") and Storage Solutions ("Storage"). Prior to the third quarter of 2021, the Modular segment represented the activities of WillScot historical segments prior to the Merger. During the third quarter of 2021, the majority of the portable storage product business within the Modular segment was transitioned to the Storage segment, and associated revenues, expenses, and operating metrics beginning in the third quarter of 2021 were transferred to the Storage segment, representing a shift of approximately $5.0 million of revenue and gross margin per quarter from the Modular segment to the Storage segment. This adjustment was not made to the historical segment results of prior periods, as the Company believes such adjustments to be immaterial. During the first quarter of 2023, the ground level office business within the Modular segment was transferred to the Storage segment, and associated revenues, expenses, and operating metrics were transferred to the Storage segment. All periods presented have been retrospectively revised to reflect this change between the Modular and Storage segments. For the year ended December 31, 2022, $49.8 million of revenue and $28.5 million of gross profit were reclassified from the Modular segment to the Storage segment. In January 2024, the Company launched a unified go-to market approach to achieve local product unification within each metropolitan statistical area. In connection with this change in operating model, the Company realigned the composition of its segments to reflect how its Chief Operating Decision Maker reviews information to make operating decisions and assess performance. As a result, the Company concluded that its divisions represent its operating segments, which are aggregated into one reportable segment as the divisions have similar economic characteristics, offer similar products to similar customers, use similar methods to distribute products and are subject to similar competitive risks. This change in reportable segments will be reflected in our financial statements beginning in 2024. Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management. 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 income from continuing operations 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 considers Adjusted EBITDA to be an important metric because it reflects the business performance of the segments, inclusive of indirect costs. The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance. Reportable Segments The following tables set forth certain information regarding each of the Company’s reportable segments fo r the years ended December 31, 2023, 2022, and 2021, respectively. Year Ended December 31, 2023 (in thousands) Modular Storage Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 1,137,685 $ 696,250 $ 1,833,935 Delivery and installation 283,433 153,746 437,179 Sales revenue: New units 41,777 6,352 48,129 Rental units 32,771 12,753 45,524 Total revenues 1,495,666 869,101 2,364,767 Costs: Cost of leasing and services: Leasing 311,501 86,966 398,467 Delivery and installation 224,671 92,446 317,117 Cost of sales: New units 23,599 2,840 26,439 Rental units 15,800 7,341 23,141 Depreciation of rental equipment 219,869 45,864 265,733 Gross profit $ 700,226 $ 633,644 $ 1,333,870 Other selected data: Adjusted EBITDA from continuing operations $ 598,354 $ 463,111 $ 1,061,465 Selling, general and administrative expense $ 329,068 $ 217,604 $ 49,418 $ 596,090 Purchases of rental equipment and refurbishments $ 184,993 $ 41,612 $ 226,605 Year Ended December 31, 2022 (in thousands) Modular Storage Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 992,316 $ 629,374 $ 1,621,690 Delivery and installation 272,749 156,403 429,152 Sales revenue: New units 33,985 6,353 40,338 Rental units 42,983 8,460 51,443 Total Revenues 1,342,033 800,590 2,142,623 Costs: Cost of leasing and services: Leasing 273,233 103,635 376,868 Delivery and installation 221,784 100,852 322,636 Cost of sales: New units 20,475 3,536 24,011 Rental units 21,271 5,636 26,907 Depreciation of rental equipment 221,433 35,286 256,719 Gross profit $ 583,837 $ 551,645 $ 1,135,482 Other selected data: Adjusted EBITDA from continuing operations $ 508,343 $ 375,531 $ — $ 883,874 Selling, general and administrative expense $ 304,937 $ 215,732 $ 46,738 $ 567,407 Purchases of rental equipment and refurbishments $ 279,079 $ 118,297 $ — $ 397,376 Year Ended December 31, 2021 (in thousands) Modular Storage Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 827,677 $ 424,813 $ 1,252,490 Delivery and installation 213,818 107,311 321,129 Sales revenue: New units 40,322 6,671 46,993 Rental units 38,666 13,702 52,368 Total revenues 1,120,483 552,497 1,672,980 Costs: Cost of leasing and services: Leasing 219,462 63,114 282,576 Delivery and installation 191,011 76,522 267,533 Cost of sales: New units 27,386 3,962 31,348 Rental units 20,163 7,867 28,030 Depreciation of rental equipment 190,805 27,985 218,790 Gross profit $ 471,656 $ 373,047 $ 844,703 Other selected data: Adjusted EBITDA from continuing operations $ 404,577 $ 245,027 $ — $ 649,604 Selling, general and administrative expense $ 256,168 $ 160,300 $ 63,939 $ 480,407 Purchase of rental equipment and refurbishments $ 187,495 $ 45,426 $ — $ 232,921 The following tables present a reconciliation of the Company’s Income from continuing operations to Adjusted EBITDA for the years ended December 31, 2023, 2022, and 2021, respectively: Year Ended December 31, (in thousands) 2023 2022 2021 Income from continuing operations $ 341,844 $ 276,341 $ 114,895 Income tax expense from continuing operations 126,575 88,863 36,528 Loss on extinguishment of debt — — 5,999 Fair value loss on common stock warrant liabilities — — 26,597 Interest expense 205,040 146,278 116,358 Depreciation and amortization 338,654 319,099 280,567 Currency losses, net 6,754 886 427 Restructuring costs, lease impairment expense and other related charges 22 168 14,754 Transaction costs 2,259 25 1,375 Integration costs 10,366 15,484 28,410 Stock compensation expense 34,486 29,613 18,728 Other (4,535) 7,117 4,966 Adjusted EBITDA from continuing operations $ 1,061,465 $ 883,874 $ 649,604 Included in restructuring costs for the year ended December 31, 2021 was expense of approximately $7.2 million 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. For the year ended December 31, 2021, stock-based compensation expense reported in the Statement of Cash Flows included these charges. Assets Assets related to the Company’s reportable segments include the following: (in thousands) Modular Storage Total As of December 31, 2023: Goodwill $ 580,692 $ 595,943 $ 1,176,635 Intangible assets, net $ 126,620 $ 293,089 $ 419,709 Rental equipment, net $ 2,141,848 $ 1,239,467 $ 3,381,315 As of December 31, 2022: Goodwill $ 518,877 $ 492,552 $ 1,011,429 Intangible assets, net $ 125,000 $ 294,125 $ 419,125 Rental equipment, net $ 2,004,055 $ 1,073,232 $ 3,077,287 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to WillScot Mobile Mini common shareholders by the weighted average number of shares of Common Stock outstanding during the period. The shares of Common Stock issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options or redemption of warrants are included in EPS based on the weighted average number of days in which they were outstanding during the period. Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that could occur if dilutive securities were exercised. Effects of potentially dilutive securities are present ed only in periods in which they are dilutive. The following table reconciles income from continuing operations attributable to WillScot Mobile Mini common shareholders to net income attributable to common shareholders for the dilutive EPS calculation and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation for the years ended December 31: (in thousands) 2023 2022 2021 Numerator: Income from continuing operations $ 341,844 $ 276,341 $ 114,895 Income from discontinued operations 134,613 63,199 45,249 Net income $ 476,457 $ 339,540 $ 160,144 Denominator: Weighted average Common Shares outstanding - basic 198,555 216,809 226,519 Dilutive effect of outstanding securities: Warrants — 1,605 3,589 RSAs 15 18 24 Time-Based RSUs 274 401 594 Performance-Based RSUs 2,040 1,471 955 Stock Options 966 1,095 1,113 Weighted average Common Shares outstanding - dilutive 201,850 221,399 232,794 The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive: (in thousands) 2023 2022 2021 Time-based RSUs 106 — — Performance-based RSUs 277 591 375 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Interest Rate Swaps In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $500.0 million in aggregate notional amount of variable-rate debt under the Company's ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and will make payments based on a weighted average fixed interest rate of 3.70% on the notional amount. The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027. Entry into an Agreement to Acquire McGrath RentCorp On January 28, 2024, the Company, along with its newly formed subsidiaries, Brunello Merger Sub I, Inc. (“Merger Sub I”) and Brunello Merger Sub II, LLC (“Merger Sub II”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath"). Merger Sub I will merge with and into McGrath (the “First-Step Merger”), with McGrath surviving the First-Step Merger and, immediately thereafter, McGrath will merge with and into Merger Sub II (the “Second-Step Merger” and together with the First-Step Merger, the “McGrath Acquisition”), with Merger Sub II surviving the Second-Step Merger as a wholly owned subsidiary of the Company. At the effective time of the First-Step Merger, and subject to the terms and subject to the conditions set forth in the Merger Agreement, each outstanding share of the common stock of McGrath shall be converted into the right to receive either (i) $123.00 in cash or (ii) 2.8211 shares of validly issued, fully paid and nonassessable shares of the Company’s common stock. Under the terms of the Merger Agreement, we expect McGrath’s shareholders would own approximately 12.6% of the Company following the McGrath Acquisition. The McGrath Acquisition has been approved by the Company and McGrath’s respective boards of directors. The McGrath Acquisition is subject to customary closing conditions, including receipt of regulatory approval and approval by McGrath’s shareholders, and is expected to close in the second quarter of 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure number in Millions | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Fiscal Year Summary Compensation Table Total for PEO (1) Compensation Actually Paid to PEO (1)(2) Average Summary Compensation Table Total for non-PEO NEOs (1) Average Compensation Actually Paid to non-PEO NEOs (1)(2) Value of Initial Fixed $100 Investment Based on: Net Income ($ millions) Adjusted EBITDA (4) ($ millions) Total Shareholder Return Peer Group Total Shareholder Return (3) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 $ 8,391,649 $ 4,663,073 $ 2,472,305 $ 1,619,849 $ 240.67 $ 191.45 $ 476 $ 1,061 2022 $ 8,594,799 $ 20,813,067 $ 2,444,495 $ 4,501,198 $ 244.29 $ 149.43 $ 340 $ 970 2021 $ 17,660,600 $ 47,137,307 $ 4,713,100 $ 8,546,475 $ 220.88 $ 161.27 $ 160 $ 740 2020 $ 6,276,605 $ 9,893,532 $ 2,009,027 $ 3,024,177 $ 125.31 $ 114.85 $ 74 $ 534 | |||
Company Selected Measure Name | Adjusted EBITDA | |||
Named Executive Officers, Footnote | Our principal executive officer (PEO) for 2020-2023 is Mr. Soultz. The non-PEO named executive officers reflected in columns (d) and (e) include the following individuals: Mr. Boswell (2020-2023), Mr. Lopez (2020-2023), Ms. Shanks (2020-2023), Mr. Parkes (2022-2023), Ms. Gorcyca (2023) Christopher J. Miner (2020-2022), and Kelly Williams (2020-2021). | |||
PEO Total Compensation Amount | $ 8,391,649 | $ 8,594,799 | $ 17,660,600 | $ 6,276,605 |
PEO Actually Paid Compensation Amount | $ 4,663,073 | 20,813,067 | 47,137,307 | 9,893,532 |
Adjustment To PEO Compensation, Footnote | The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. PEO SCT Total to CAP Reconciliation Fiscal Year 2020 2021 2022 2023 SCT Total $ 6,276,605 $ 17,660,600 $ 8,594,799 $ 8,391,649 - Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year $ — $ — $ — $ — + Service Cost of Pension in Fiscal Year $ — $ — $ — $ — + Prior Service Cost of Pension in Fiscal Year $ — $ — $ — $ — - Grant Date Fair Value of Stock Awards Granted in Fiscal Year $ (3,593,204) $ (14,635,168) $ (5,103,737) $ (5,665,871) + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year $ 6,223,671 $ 30,020,871 $ 8,174,053 $ 4,131,113 ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years $ 2,694,702 $ 13,368,813 $ 10,303,770 $ (3,668,762) + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $ — $ — $ — $ — ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year $ (1,708,241) $ 722,191 $ (1,155,818) $ 1,474,944 - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year $ — $ — $ — $ — + Dividends Accrued During Fiscal Year $ — $ — $ — $ — Compensation Actually Paid $ 9,893,532 $ 47,137,307 $ 20,813,067 $ 4,663,073 | |||
Non-PEO NEO Average Total Compensation Amount | $ 2,472,305 | 2,444,495 | 4,713,100 | 2,009,027 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,619,849 | 4,501,198 | 8,546,475 | 3,024,177 |
Adjustment to Non-PEO NEO Compensation Footnote | The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. Non-PEO NEO Average SCT Total to Average CAP Reconciliation Fiscal Year 2020 2021 2022 2023 Average SCT Total $ 2,009,027 $ 4,713,100 $ 2,444,495 $ 2,472,305 - Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year $ — $ — $ — $ — + Service Cost of Pension in Fiscal Year $ — $ — $ — $ — + Prior Service Cost of Pension in Fiscal Year $ — $ — $ — $ — - Grant Date Fair Value of Stock Awards Granted in Fiscal Year $ (1,212,320) $ (3,314,083) $ (1,356,246) $ (1,491,647) + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year $ 2,148,971 $ 5,205,205 $ 1,831,987 $ 1,066,149 ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years $ 197,467 $ 1,491,613 $ 1,623,529 $ (633,986) + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $ — $ 147,770 $ 208,160 $ — ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year $ (118,969) $ 302,869 $ (250,726) $ 207,028 - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year $ — $ — $ — $ — + Dividends Accrued During Fiscal Year $ — $ — $ — $ — Average Compensation Actually Paid $ 3,024,177 $ 8,546,475 $ 4,501,198 $ 1,619,849 (i) Certain of Mr. Williams’ equity awards were modified in February 2021 as part of his Separation and Release Agreement, consistent with his employment agreement. The rules prescribed by the SEC did not specify how compensation actually paid should reflect the incremental fair value expense recorded in connection with the modification and reported in the “Stock Awards” column. As compensation actually paid is meant to track the value of an equity award over the course of its vesting period, we are not adding any additional fair value when calculating the “Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year” as we believe this methodology best reflects the value of the award to Mr. Williams. | |||
Compensation Actually Paid vs. Total Shareholder Return | The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s and Peer Group’s TSR during the period 2020-2023. | |||
Compensation Actually Paid vs. Net Income | The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Adjusted EBITDA during the period 2020-2023. | |||
Compensation Actually Paid vs. Company Selected Measure | The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Adjusted EBITDA during the period 2020-2023. | |||
Total Shareholder Return Vs Peer Group | The Peer Group for which Total Shareholder Return is provided in column (g) for each listed fiscal year consists of the constituent companies in the S&P MidCap 400 Index listed as our compensation benchmarking peer group in the Compensation Discussion & Analysis for fiscal year 2023. In 2023, Waste Connections, Inc. was added to the peer group and Duke Realty Corporation was removed as further described in the “Use of Market Data” section of our Compensation Discussion and Analysis section for fiscal year 2022. The table below compares the indexed TSR of the current and prior Peer Group. Year Peer Group used in prior year Peer Group used in current year 2023 $192 $199 2022 $149 $152 2021 $161 $166 2020 $115 $115 | |||
Tabular List, Table | Most Important Financial Measures • Adjusted EBITDA • Stock Price • Relative TSR | |||
Total Shareholder Return Amount | $ 240.67 | 244.29 | 220.88 | 125.31 |
Peer Group Total Shareholder Return Amount | 191.45 | 149.43 | 161.27 | 114.85 |
Net Income (Loss) | $ 476,457,000 | $ 339,540,000 | $ 160,144,000 | $ 74,000,000 |
Company Selected Measure Amount | 1,061 | 970 | 740 | 534 |
PEO Name | Mr. Soultz | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
Non-GAAP Measure Description | Adjusted EBITDA is a non-GAAP financial measure and represents Adjusted EBITDA from continuing and discontinued operations at budgeted foreign exchange rates. For a discussion of our use of non-GAAP financial measures, please see the “Reconciliation of Non-GAAP Financial Measures” section in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Stock Price | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Relative TSR | |||
PEO | Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 0 | $ 0 | $ 0 | $ 0 |
PEO | Service Cost of Pension in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Prior Service Cost of Pension in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (5,665,871) | (5,103,737) | (14,635,168) | (3,593,204) |
PEO | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,131,113 | 8,174,053 | 30,020,871 | 6,223,671 |
PEO | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (3,668,762) | 10,303,770 | 13,368,813 | 2,694,702 |
PEO | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,474,944 | (1,155,818) | 722,191 | (1,708,241) |
PEO | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Dividends Accrued During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Service Cost of Pension in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Prior Service Cost of Pension in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,491,647) | (1,356,246) | (3,314,083) | (1,212,320) |
Non-PEO NEO | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,066,149 | 1,831,987 | 5,205,205 | 2,148,971 |
Non-PEO NEO | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (633,986) | 1,623,529 | 1,491,613 | 197,467 |
Non-PEO NEO | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 208,160 | 147,770 | 0 |
Non-PEO NEO | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 207,028 | (250,726) | 302,869 | (118,969) |
Non-PEO NEO | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Dividends Accrued During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 0 | $ 0 | $ 0 | $ 0 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation |
Principles of Consolidation | The 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. 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 WillScot Mobile Mini. All intercompany balances and transactions are eliminated. |
Reclassification | Reclassifications Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. |
Trade Receivables and Allowance for Credit Losses | Trade Receivables and Allowance for Credit Losses The Company is exposed to credit losses from trade receivables. The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review. The credit review considers expected billing exposure and 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 write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. This estimate is sensitive to 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 allowances. |
Concentration of Credit Risk | The Company’s trade accounts receivable subject the Company to potential concentrations of credit risk. The Company performs on-going credit evaluations of its customers. Receivables related to sales are generally secured by the product sold to the customer. The Company generally has the right to repossess its rental units in the event of non-payment of receivables relating to the Company’s leasing operations. |
Inventories | Inventories Inventories consist of raw materials, supplies, and finished units for sale. Inventories are measured at the lower of cost or net realizable value based on the weighted-average cost. The cost includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. |
Rental Equipment and Property, Plant and Equipment | Rental Equipment Rental equipment is comprised of modular space and portable storage units held for rent or on rent to customers and value-added products and services (“VAPS”) which are in use or available to be used by customers. Rental equipment is measured at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Costs of improvements and conversions of rental equipment are capitalized when such costs extend the useful life of the equipment or increase the rental value of the unit. Costs incurred for equipment to meet a particular customer specification are either capitalized and depreciated over the lease term taking into consideration the residual value of the asset or charged to the customer at the beginning of the lease and expensed as incurred. Maintenance and repair costs are expensed as incurred. Depreciation is computed using the straight-line method over estimated useful lives, as follows: Estimated Useful Life Residual Value Modular space units 10 - 30 years 20 - 55% Portable storage units 7 - 30 years 20 - 55% VAPS and other related rental equipment 1 - 10 years 0% Property, Plant and Equipment Property, plant and equipment is measured at cost less accumulated depreciation and impairment losses. The Company capitalizes external costs and directly attributable internal costs to acquire or create internal use software incurred subsequent to the completion of the preliminary project stage. Costs associated with post-implementation activities are expensed as incurred. The Company evaluates implementation costs incurred in a cloud computing arrangement that is a service contract as described in Cloud Computing Arrangements below. Land is not depreciated. Leasehold improvements are amortized over the lease term. Assets leased under finance leases are depreciated over the shorter of the lease term or their useful life, unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Maintenance and repair costs are expensed as incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows: Estimated Useful Life Buildings and leasehold improvements 10 - 40 years Vehicles, machinery, and equipment 3 - 30 years Furniture and fixtures 3 - 10 years Software 3 - 10 years Impairment of Long-Lived Assets When circumstances indicate the carrying amount of long-lived assets in a held-for-use asset group may not be recoverable, the Company evaluates the assets for potential impairment using internal projections of undiscounted cash flows resulting from the use and eventual disposal of the assets. Events or changes in circumstances that may necessitate a recoverability evaluation include, but are not limited to, adverse changes in the regulatory environment or an expectation it is more likely than not that the asset will be disposed of before the end of its previously estimated useful life. If the carrying amount of the assets exceeds the undiscounted cash flows, an impairment expense is recognized for the amount by which the carrying amount of the asset group exceeds its fair value (subject to the carrying amount not being reduced below fair value for any individual long-lived asset that is determinable without undue cost and effort). Consistent with the provisions of Leases (Topic 842) ("ASC 842") , the Company assesses whether any operating lease as set impairment exists in accordance with the measurement guidance in Accounting Standard Codification ("ASC") 360, Property Plant and Equipment . |
Cloud Computing Arrangements | Cloud Computing Arrangements In accordance with ASU 2018-15, Goodwill and Other – Internal-Use Software (Subtopic 350-40) (“ASC 350-40"), t |
Purchase Accounting | Purchase Accounting The Company accounts for acquisitions of businesses under the acquisition method. Under the acquisition method of accounting, the Company records assets acquired and liabilities assumed at their respective estimated fair values on the date of acquisition. Goodwill is measured as the excess of the fair value of the consideration transferred over the fair value of the identifiable net assets and is assigned to the Company's reporting units that are expected to benefit from the acquisition. When appropriate, our estimates of the fair values of assets and liabilities acquired include assistance from independent third-party valuation firms. Valuations are finalized as soon as practicable, but not later than one year from the acquisition date. Any subsequent changes to purchase price allocations result in a corresponding adjustment to goodwill. Transaction costs are expensed in the acquisition of a business. Long-lived assets (principally rental equipment), goodwill and other intangible assets generally represent the largest components of our acquisitions. Rental equipment is valued utilizing a market approach or a replacement cost approach. Intangible assets are recognized at their estimated fair values as of the date of acquisition and generally consist of customer relationships and trade names. Determination of the estimated fair value of intangible assets requires judgment. The estimated fair value of customer relationships is determined based on estimates and judgments regarding discounted future after-tax earnings and cash flows arising from lease renewals and new lease arrangements expected from customer relationships. The fair value of trade name intangible assets is determined utilizing the relief from royalty method. Under this form of the income approach, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value. Acquisitions of assets and liabilities that do not meet the definition of a business are accounted for as asset acquisitions. An asset acquisition is accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any consideration in excess of net assets acquired is allocated to qualifying acquired assets on a relative fair value basis. The Company measures the fair value of assets acquired utilizing observable market transaction data for comparable assets or recent purchase prices. Transaction costs are considered a component of the cost of an asset acquisition. |
Evaluation of Goodwill Impairment | Evaluation of Goodwill Impairment The Company performs its annual impairment test of goodwill at the reporting unit level as of October 1, as well as during any reporting period in which events or changes in circumstances occur that, in management’s judgment, may constitute triggering events under ASC 350-20, Intangibles – Goodwill and Other, Testing Goodwill for Impairment . The Company performs its assessment of goodwill utilizing either a qualitative or quantitative impairment test. The qualitative impairment test assesses company-specific, industry, market and general economic factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or elects not to use the qualitative impairment test, a quantitative impairment test is performed. The quantitative impairment test involves a comparison of the estimated fair value of a reporting unit to its carrying amount. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, value of net operating losses, future economic and market conditions and determination of appropriate market comparables. Management bases fair value estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from these estimates. If the carrying amount of the reporting unit exceeds the calculated fair value of the reporting unit, an impairment charge would be recognized for the excess of carrying value over fair value, not to exceed the amount of goodwill allocated to that reporting unit. |
Intangible Assets Other than Goodwill | Intangible Assets Other than Goodwill Intangible assets that are acquired by the Company and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. The Company’s indefinite-lived intangible assets consist of the Williams Scotsman and Mobile Mini trade names. The Company performs its assessment of indefinite-lived intangible assets utilizing either a qualitative or quantitative impairment test. When utilizing a quantitative impairment test, the Company calculates fair value using a relief-from-royalty method. This method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment charge would be recorded to the extent the recorded indefinite-lived intangible asset exceeds the fair value. |
Retirement Benefit Obligation | Retirement Benefit Obligation |
Stock-Based Compensation | Stock-Based Compensation Prior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units. On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger and, as a result, all future incentive awards are granted under the 2020 Incentive Plan. The 2020 Incentive Plan is administered by the Compensation Committee. Under the 2020 Incentive Plan, the Compensation Committee may grant an aggreg ate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards. Stock-based payments, including the grant of stock options, RSAs and RSUs, are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. Stock-based compensation expense includes grants of stock options, time-based RSUs ("Time-Based RSUs") and performance-based RSUs ("Performance-Based RSUs", together with Time-Based RSUs, the "RSUs"). RSUs are recognized in the financial statements based on their fair value. In addition, stock-based payments to non-executive directors include grants of 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. RSAs cliff vest in a one year period. Time-Based RSUs vest ratably over a period of four 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 certain 2023, 2022, and 2021 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 index. The target number of RSUs may be adjusted from 0% to 200% based on the TSR attainment levels defined by the 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 at or above the 85% percentile). For grants in 2020 and prior, the TSR of the Company's Common Stock is compared to the TSR of constituents in the Russell 3000 index. The target number of RSUs may be adjusted from 0% to 150% based on the TSR attainment levels defined by the 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 150% (for performance at or above the 75% percentile). Vesting is also subject to continued service requirements through the vesting date. For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 years to 4.8 years. The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The 555,790 RSU target payout is tied to a stock price of $47.50, with a payout ranging from 0 RSUs (for a stock price less than $42.50) to 1,333,334 RSUs (for a stock price of $60.00 or greater). Stock options vest in tranches over a period of four years and expire ten years from the grant date. The fair value of each stock option award on the grant date is estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted-average expected term of the options. The volatility assumption used in the Black-Scholes option-pricing model was based on a blend of peer group volatility and Company trading history as the Company did not have a sufficient trading history as a stand-alone public company to rely exclusively on its own trading history. Future calculations may use the Company trading history. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption was based on the simplified method under GAAP, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. WillScot Mobile Mini has never declared or paid a cash dividend on common shares. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Company’s reporting currency is the US Dollar (“USD”). Exchange rate adjustments resulting from foreign currency transactions are recognized in profit or loss, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive loss, which is a component of shareholders’ equity. The assets and liabilities of subsidiaries whose functional currency is different from the USD are translated into USD at exchange rates at the reporting date and income and expenses are translated using average exchange rates for the respective period. Exchange rate adjustments resulting from transactions in foreign currencies (currencies other than the Company entities’ functional currencies) are remeasured to the respective functional currencies using exchange rates at the dates of the transactions and are recognized in currency (gains) losses on the consolidated statements of operations. Foreign exchange gains and losses arising from a receivable or payable to a consolidated Company entity, the settlement of which is neither planned nor anticipated in the foreseeable future, are considered to form part of a net investment in the Company entity and are included within accumulated other comprehensive loss. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company utilizes derivative financial instruments to manage its exposure to fluctuations in interest rates on variable rate debt and currency exchange rates. The Company does not use derivatives for trading or speculative purposes. The Company records derivatives on the balance sheet at fair value within prepaid expenses and other current assets and other non-current assets (if in an unrealized gain position) or within accrued liabilities and other non-current liabilities (if in an unrealized loss position). If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the changes in the fair value of derivatives are recorded in accumulated other comprehensive loss. Amounts reported in accumulated other comprehensive loss related to the cash flow hedges are reclassified to earnings when the hedged item impacts earnings. For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs. The Company assesses, both at the inception of the hedge and on an ongoing quarterly basis, whether the derivatives designated as cash flow hedges are highly effective in offsetting the changes in cash flows of the hedged items. In the consolidated statements of cash flows, cash inflows and outflows related to derivative instruments are presented based on the underlying nature of the hedged items. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company enters into derivative financial ins truments only with counterparties with high credit ratings and with major financial institutions. The Company does not anticipate that any of the counterparties will fail to meet their obligations. |
Revenue Recognition and Shipping Costs | Revenue Recognition A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Leasing and Services Revenue The majority of revenue is generated by rental income subject to the guidance in ASC 842. The remaining revenue is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Leasing Revenue Income from operating leases is recognized on a straight-line basis over the lease term. The Company's lease arrangements can include multiple lease and non-lease components. Examples of lease components include, but are not limited to, the lease of modular space and portable storage units and VAPS. Examples of non-lease components include, but are not limited to, the delivery, install ation, maintenance, and removal services commonly provided in a bundled transaction with the lease components. Arrangement consideration is allocated between lease deliverables and non-lease components based on the relative estimated selling (leasing) price of each deliverable. Estimated selling (leasing) price of the lease deliverables is based upon the estimated stand-alone selling price of the related performance obligations using an adjusted market approach. When leases and services are billed in advance, recognition of revenue is deferred until services are rendered. If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date is recognized as incremental revenue upon return. Rental equipment is leased primarily under operating leases. Rental contracts with customers within our Modular segment, as defined in Note 18 , are generally based on a 28‑day or monthly rate and billing cycle. O perating lease minimum contractual terms generally range from 1 month to 60 months and our leases are customarily renewable on a month-to-month basis after their initial term. Operating lease minimum contractual terms averaged approximately 10 months across this segment's rental fleet for the year ended December 31, 2023 . Rental contracts with customers within the Storage segment, as defined in Note 18, are generally based on a 28-day rate and billing cycle. The rental continues until cancelled by the Company or the customer. The Company records changes in estimated collectability directly against leasing revenue. The Company may use third parties to satisfy its performance obligations, including both the provision of VAPS and other services. To determine whether it is the principal or agent in the arrangement, the Company reviews each third-party relationship on a contract-by-contract basis. The Company is considered an agent when its role is to arrange for another entity to provide the VAPS and other services to the customer. In these instances, the Company does not control the rental unit or service before it is provided and the risk of performance is held by the third party. The Company is considered the principal when it controls the VAPS or other services prior to transferring control to the customer and retains the risk of performance. WillScot Mobile Mini may be a principal in the fulfillment of some leasing contracts and services elements and an agent for other elements within the same contract. Revenue is recognized on a gross basis when the Company is the principal in the arrangement and on a net basis when it is the agent. Services Revenue The Company generally has three non-lease service-related performance obligations in its contracts with customers: • Delivery and installation of the modular or portable storage unit; • Maintenance and other ad hoc services performed during the lease term; and • Removal services that occur at the end of the lease term. Consideration is allocated to each of these performance obligations within the contract based upon their estimated relative standalone selling prices using an adjusted market approach. Revenue from these activities is recognized as the services are performed. Sales Revenue Sales revenue is generated by the sale of new and rental units. Revenue from the sale of new and rental units is generally recognized at a point in time upon the transfer of control to the customer, which occurs when the unit is delivered and installed in accordance with the contract. Sales transactions constitute a single performance obligation. Other Matters The Company's non-lease revenues do not include material amounts of variable consideration, other than the variability noted for services arrangements expected to be performed beyond a twelve-month period. The Company's payment terms vary by the type and location of its customer and the product or services offered. The time between invoicing and when payment is due is not significant. While the Company may bill certain customers in advance, its contracts do not contain a significant financing component based on the short length of time between upfront billings and the performance of contracted services. For certain products, services, or customer types, the Company requires payment before the products or services are delivered to the customer. At December 31, 2023, current deferred revenue and customer deposits included deferred reven ue of $222.5 million and customer deposits of $2.0 million, respectively. At December 31, 2022, current deferred revenue and customer deposits included deferred revenue of $195.8 million and customer deposits of $8.0 million, respectively. Revenue is recognized net of sales tax billed to customers, which is subsequently remitted to governmental authorities. Shipping Costs The Company includes third-party costs to deliver rental equipment to customers in costs of leasing and services and cost of sales. |
Leases as Lessee | Leases as Lessee The Company leases real estate for certain of its branch offices, administrative offices, rental equipment storage properties, vehicles and equipment, and administrative operations. The Company determines if an arrangement is or contains a lease at inception. Leases are classified as either finance or operating at inception of the lease, with classification affecting the pattern of expense recognition in the income statement. Short-term leases, defined as leases with an initial term of 12 months or less, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. The Company has leases that contain both lease and non-lease components and has elected, as an accounting policy, to not separate lease components and non-lease components. Right of use ("ROU") assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The lease liability is calculated as the present value of the remaining minimum rental payments for existing leases using either the rate implicit in the lease or, if none exists, the Company's incremental borrowing rate, as the discount rate. The Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments for those leases where the implicit rate is not known. The Company's incremental borrowing rate is a hypothetical rate based on its understanding of what would be the Company's secured credit rating. Variable lease payments are expensed in the period in which the obligation for those payments is incurred. Variable lease payments include payments for common area maintenance, real estate taxes, management fees and insurance. Many of the Company’s real estate lease agreements include one or more options to extend the lease, which are not included in the minimum lease terms unless the Company is reasonably certain it will exercise the option. Additionally, the Comp any’s leases do not generally include options to terminate the lease prior to the end of the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Advertising and Promotion | Advertising and Promotion Advertising and promotion costs, which are expensed as incurred, were $10.5 million , $8.5 million and $7.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records deferred tax assets to the extent it believes that it is more likely than not that these assets will be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent results of operations. Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized. The Company assesses the likelihood that each of the deferred tax assets will be realized. To the extent management believes realization of any deferred tax assets is not likely, the Company establishes a valuation allowance. When a valuation allowance is established or there is an increase in an allowance in a reporting period, tax expense is generally recorded in the Company’s consolidated statement of operations. Conversely, to the extent circumstances indicate that a valuation allowance is no longer necessary, that portion of the valuation allowance is reversed, which generally reduces the Company’s income tax expense. Deferred tax liabilities are recognized for the income taxes on the undistributed earnings of wholly-owned foreign subsidiaries unless such earnings are indefinitely reinvested, or will only be repatriated when possible to do so at minimal additional tax cost. Income tax relating to items recognized directly in equity is recognized in equity and not in profit (loss) for the year. In accordance with applicable authoritative guidance, the Company accounts for uncertain income tax positions using a benefit recognition model with a two-step approach; a more-likely-than-not recognition criterion; and a measurement approach that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. If it is not more-likely-than-not that the benefit of the tax position will be sustained on its technical merits, no benefit is recorded. Uncertain tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. The Company classifies interest on tax deficiencies and income tax penalties within income tax expense. The Company accounts for any impacts of the Global Intangible Low-Taxed Income ("GILTI") in the period in which they are incurred. |
Fair Value Measurements | Fair Value Measurements The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair va lue measurement. The inputs are prioritized into three levels that may be used to measure fair value. See further discussion of the levels in Note 15. |
Warrants | Warrants The Company accounted for warrants in accordance with applicable accounting guidance provided in ASC 815-40, Contracts in Entity's Own Equity |
Recently Issued Accounting Standards | Recently Issued and Adopted Accounting Standards Recently Issued Accounting Standards ASU 2023-07. Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands the breadth and frequency of segment disclosures, requiring disclosure of (i) significant segment expenses, (ii) other segment items, (iii) the chief operating decision maker's title and position, (iv) how the chief operating decision maker uses the reported measures of a segment's profit or loss and (v) interim disclosure of all segment profit, loss and asset disclosures currently required annually. ASU 2023-07 clarifies that a public entity may report one or more measures of segment profit or loss and requires that single reportable segment entities provide all required segment disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09. Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued Accounting Standards Update No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. Public business entities (PBEs) are required to provide this incremental detail in a numerical, tabular format, while all other entities will do so through enhanced qualitative disclosures. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Recently Adopted Accounting Standards ASU 2021-08. Business Combinations (Topic 815): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued Accounting Standards Update No. 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 FASB Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). The Company adopted ASU 2021-08 on January 1, 2023 on a prospective basis. The adoption of ASU 2021-08 did not have a material impact on the Company's financial statements or related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Activity in Allowance for Credit Losses | Activity in the allowance for credit losses for the years ended December 31 was as follows: (in thousands) 2023 2022 2021 Balance at beginning of period $ 57,048 $ 45,773 $ 28,105 Provision for credit losses, net of recoveries (a) 49,650 34,881 37,469 Write-offs (25,182) (23,705) (19,777) Foreign currency translation and other 140 99 (24) Balance at end of period $ 81,656 $ 57,048 $ 45,773 (a) For the years ended December 31, 2023, 2022 and 2021, the provision for credit losses included $25.2 million, $23.7 million and $19.8 million, respectively, recorded as a reduction to revenue for the provision of specific receivables whose collection was not considered probable. |
Schedule of Property, Plant and Equipment, net | Depreciation is computed using the straight-line method over estimated useful lives, as follows: Estimated Useful Life Residual Value Modular space units 10 - 30 years 20 - 55% Portable storage units 7 - 30 years 20 - 55% VAPS and other related rental equipment 1 - 10 years 0% Depreciation is computed using the straight-line method over estimated useful lives as follows: Estimated Useful Life Buildings and leasehold improvements 10 - 40 years Vehicles, machinery, and equipment 3 - 30 years Furniture and fixtures 3 - 10 years Software 3 - 10 years Rental equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Modular space units $ 3,541,451 $ 3,197,779 Portable storage units 1,009,059 849,193 Value added products 204,933 203,444 Total rental equipment 4,755,443 4,250,416 Less: accumulated depreciation (1,374,128) (1,173,129) Rental equipment, net $ 3,381,315 $ 3,077,287 Property, plant and equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Land, buildings, and leasehold improvements $ 178,117 $ 174,322 Vehicles and equipment 233,793 167,337 Office furniture, fixtures and software 109,460 106,747 Total property, plant and equipment 521,370 448,406 Less: accumulated depreciation (180,483) (143,747) Property, plant and equipment, net $ 340,887 $ 304,659 |
Business Combinations and Acq_2
Business Combinations and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquisitions | The aggregate purchase price paid for these acquisitions and the opening balance sheet were as follows: (in thousands) Purchase Price: Cash used in acquisitions, net of cash acquired of $3,245 $ 411,593 Allocated as follows: Trade receivables 8,452 (a) Inventories 2,017 Deferred tax assets 931 Rental equipment 214,936 (b) Property, plant, and equipment 3,376 Operating lease assets 5,028 Intangibles - customer relationships 26,408 (b) Other assets 3,669 Accounts payable (276) Deferred revenue (11,635) Operating lease liabilities (3,633) Other liabilities (2,182) Total identifiable net assets 247,091 Goodwill 164,502 Total net assets acquired $ 411,593 (a) As of the acquisition date, the fair value of accounts receivable was $8.5 million, and the gross contractual amount was $11.5 million. The Company analyzed information available at the time of acquisition in estimating uncollectible receivables and the fair value of acquired receivables. (b) The initial fair value assumptions used included preliminary estimates of the replacement cost of rental equipment, discount rates, royalty rates, and customer attrition rates which have been updated in preparing these valuations and the underlying assets have been adjusted from those previously recorded accordingly. Rental equipment and intangible assets were increased by approximately $12.9 million and $26.4 million from amounts previously reported, respectively. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Discontinued Operations | The following tables present the results of the former Tank and Pump segment and the former UK Storage Solutions segment as reported in income from discontinued operations within the consolidated statements of operations, and the carrying value of the former UK Storage Solutions segment's assets and liabilities as presented within assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2022. The 2022 results for the former Tank and Pump segment represent results for the nine months ended September 30, 2022 as the Company sold the former Tank and Pump segment on September 30, 2022. The 2023 results for the former UK Storage Solutions segment represent results for one month as the Company sold the former UK Storage Solutions segment on January 31, 2023. Year Ended December 31, 2023 (in thousands) UK Storage Solutions Revenues: Leasing and services revenue: Leasing $ 6,389 Delivery and installation 1,802 Sales revenue: New units 54 Rental units 449 Total revenues 8,694 Costs: Costs of leasing and services: Leasing 1,407 Delivery and installation 1,213 Costs of sales: New units 38 Rental units 492 Gross profit 5,544 Expenses: Selling, general and administrative 1,486 Other income, net (1) Operating income 4,059 Interest expense 56 Income from discontinued operations before income tax 4,003 Gain on sale of discontinued operations 175,708 Income tax expense from discontinued operations 45,468 Income from discontinued operations $ 134,243 Other selected data: Adjusted EBITDA from discontinued operations $ 4,124 Year Ended December 31, 2022 (in thousands) Tank and Pump UK Storage Solutions Total Revenues: Leasing and services revenue: Leasing $ 65,572 $ 79,772 $ 145,344 Delivery and installation 27,665 22,876 50,541 Sales revenue: New units 2,202 1,106 3,308 Rental units 917 1,455 2,372 Total revenues 96,356 105,209 201,565 Costs: Costs of leasing and services: Leasing 13,828 16,737 30,565 Delivery and installation 23,285 14,867 38,152 Costs of sales: New units 1,636 738 2,374 Rental units 310 1,012 1,322 Depreciation of rental equipment 8,145 4,254 12,399 Gross profit 49,152 67,601 116,753 Expenses: Selling, general and administrative 18,045 21,795 39,840 Other depreciation and amortization 6,103 5,906 12,009 Currency losses, net — 138 138 Other expense, net 4 (7) (3) Operating income 25,000 39,769 64,769 Interest expense 512 789 1,301 Income from discontinued operations before income tax 24,488 38,980 63,468 Income tax expense from discontinued operations 843 34,882 35,725 Gain on sale of discontinued operations 35,456 — $ 35,456 Income from discontinued operations $ 59,101 $ 4,098 $ 63,199 Other selected data: Adjusted EBITDA from discontinued operations $ 37,016 $ 48,734 $ 85,750 Year Ended December 31, 2021 (in thousands) Tank and Pump UK Storage Solutions Total Revenues: Leasing and services revenue: Leasing $ 77,527 $ 82,106 $ 159,633 Delivery and installation 29,530 24,023 53,553 Sales revenue: New units 2,355 3,534 5,889 Rental units 1,479 1,363 2,842 Total revenues 110,891 111,026 221,917 Costs: Costs of leasing and services: Leasing 17,045 17,440 34,485 Delivery and installation 25,057 14,271 39,328 Costs of sales: New units 1,672 2,357 4,029 Rental units 536 1,287 1,823 Depreciation of rental equipment 14,319 4,428 18,747 Gross profit 52,262 71,243 123,505 Expenses: Selling, general and administrative 22,194 24,974 47,168 Other depreciation and amortization 9,366 6,887 16,253 Restructuring costs 2 — 2 Currency gains, net — 121 121 Other expense, net 11 54 65 Operating income 20,689 39,207 59,896 Interest expense 779 850 1,629 Income from discontinued operations before income tax 19,910 38,357 58,267 Income tax expense from discontinued operations 5,277 7,741 13,018 Income from discontinued operations $ 14,633 $ 30,616 $ 45,249 Other selected data: Adjusted EBITDA from discontinued operations $ 41,750 $ 49,039 $ 90,789 December 31, 2022 (in thousands) UK Storage Solutions Assets Cash and cash equivalents $ 10,384 Trade receivables, net of allowances for doubtful accounts of $300 15,991 Inventories 3,058 Prepaid expenses and other current assets 1,787 Rental equipment, net 165,853 Property, plant and equipment, net 20,645 Operating lease assets 15,134 Goodwill 58,144 Intangible assets, net 6,414 Other non-current assets 1,832 Total assets held for sale $ 299,242 Liabilities Accounts payable $ 4,515 Accrued expenses 3,273 Accrued employee benefits 1,009 Deferred revenue and customer deposits 6,850 Deferred tax liabilities 29,737 Operating lease liabilities 15,192 Other non-current liabilities 6,278 Total liabilities held for sale $ 66,854 For the years ended December 31, 2022 and 2021 , significant operating and investing items related to the former Tank and Pump segment were as follows: Years Ended December 31, (in thousands) 2022 2021 Operating activities of discontinued operations: Depreciation and amortization $ 14,248 $ 23,685 Investing activities of discontinued operations: Proceeds from sale of rental equipment $ 918 $ 1,480 Purchases of rental equipment and refurbishments $ (21,831) $ (17,747) Proceeds from sale of property, plant and equipment $ — $ 388 Purchases of property, plant and equipment $ (525) $ (1,743) The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the former Tank and Pump segment for the years ended December 31, 2022 and 2021 , respectively. See Note 18 for further information regarding Adjusted EBITDA. Years Ended December 31, (in thousands) 2022 2021 Income from discontinued operations $ 59,101 $ 14,633 Gain on sale of discontinued operations 35,456 — Income tax expense from discontinued operations 843 5,277 Income from discontinued operations before income tax and gain on sale 24,488 19,910 Interest expense 512 779 Depreciation and amortization 14,248 23,685 Restructuring costs, lease impairment expense and other related charges — 2 Integration costs — 14 Stock compensation expense 18 222 Other (2,250) (2,862) Adjusted EBITDA from discontinued operations $ 37,016 $ 41,750 For the years ended December 31, 2023, 2022 and 2021 , significant operating and investing items related to the UK Storage Solutions segment were as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Operating activities of discontinued operations: Depreciation and amortization $ — $ 10,160 $ 11,315 Investing activities of discontinued operations: Proceeds from sale of rental equipment $ 514 $ 1,455 $ 1,363 Purchases of rental equipment and refurbishments $ (371) $ (23,931) $ (27,830) Proceeds from sale of property, plant and equipment $ 8 $ 504 $ 387 Purchases of property, plant and equipment $ (64) $ (3,752) $ (1,680) The following table presents reconciliations of Income from discontinued operations before income tax to Adjusted EBITDA from discontinued operations for the UK Storage Solutions segment for the years ended December 31, 2023, 2022 and 2021 , respectively. See Note 18 for further information regarding Adjusted EBITDA. Years Ended December 31, (in thousands) 2023 2022 2021 Income from discontinued operations $ 134,243 $ 4,098 $ 30,616 Gain on sale of discontinued operations 175,708 — — Income tax expense from discontinued operations 45,468 34,882 7,741 Income from discontinued operations before income tax and gain on sale 4,003 38,980 38,357 Interest expense 56 789 850 Depreciation and amortization — 10,160 11,315 Currency losses, net — 138 121 Stock compensation expense (196) 197 39 Other 261 (1,530) (1,643) Adjusted EBITDA from discontinued operations $ 4,124 $ 48,734 $ 49,039 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The Company had total revenue in the following geographic areas for the years ended December 31, as follows: Years Ended December 31, (in thousands) 2023 2022 2021 US $ 2,219,561 $ 1,998,796 $ 1,542,076 Canada 120,123 125,536 116,070 Mexico 25,083 18,291 14,834 Total revenues $ 2,364,767 $ 2,142,623 $ 1,672,980 Years Ended December 31, (in thousands) 2023 2022 2021 Modular space leasing revenue $ 953,822 $ 840,926 $ 697,852 Portable storage leasing revenue 396,781 361,197 233,868 VAPS and third party leasing revenues (a) 391,948 343,625 263,021 Other leasing-related revenue (b) 91,384 75,942 57,749 Leasing revenue 1,833,935 1,621,690 1,252,490 Delivery and installation revenue 437,179 429,152 321,129 Total leasing and services revenue 2,271,114 2,050,842 1,573,619 New unit sales revenue 48,129 40,338 46,993 Rental unit sales revenue 45,524 51,443 52,368 Total revenues $ 2,364,767 $ 2,142,623 $ 1,672,980 (a) Incl udes $23.9 million, $25.3 million, and $17.1 million of VAPS service revenue for the years ended December 31, 2023, 2022 and 2021, respectively. (b) Includes primarily damage billings, delinquent payment charges, and other processing fees. |
Schedule of Future Commited Modular Leasing Revenues | At December 31, 2023 and for the years ended December 31, 2024 through 2028 and thereafter, future committed leasing revenues under non-cancelable operating leases with the Company’s customers, excluding revenue from delivery and installation and potential lease extensions, were as follows: (in thousands) Operating Leases 2024 $ 367,965 2025 129,048 2026 42,698 2027 17,988 2028 7,887 Thereafter 5,399 Total $ 570,985 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | As of December 31, 2023, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases 2024 $ 69,429 $ 23,927 2025 60,490 23,550 2026 47,465 23,234 2027 36,903 19,982 2028 26,212 22,473 Thereafter 48,153 22,138 Total lease payments 288,652 135,304 Less: interest (43,407) (18,205) Present value of lease liabilities $ 245,245 $ 117,099 |
Schedule of Finance Lease Maturities | As of December 31, 2023, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Leases Finance Leases 2024 $ 69,429 $ 23,927 2025 60,490 23,550 2026 47,465 23,234 2027 36,903 19,982 2028 26,212 22,473 Thereafter 48,153 22,138 Total lease payments 288,652 135,304 Less: interest (43,407) (18,205) Present value of lease liabilities $ 245,245 $ 117,099 |
Schedule of Lease Activity | The Company’s lease activity during the years ended December 31, 2023, 2022, and 2021 was as follows: Years Ended December 31, Financial Statement Line (in thousands) 2023 2022 2021 Finance Lease Expense Amortization of finance lease assets $ 16,945 $ 13,900 $ 12,602 Interest on obligations under finance leases 3,777 1,899 1,406 Total finance lease expense $ 20,722 $ 15,799 $ 14,008 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,396 $ 2,797 $ 3,979 Selling, general and administrative 67,374 60,017 56,005 Short-term lease expense Cost of leasing and services 26,010 32,947 22,335 Selling, general and administrative 1,789 1,792 794 Variable lease expense Cost of leasing and services 2,109 5,388 7,794 Selling, general and administrative 8,380 7,289 5,134 Total operating lease expense $ 107,058 $ 110,230 $ 96,041 Supplemental cash flow information related to leases for the years ended December 31, 2023, 2022, and 2021 were as follows: Years Ended December 31, Supplemental Cash Flow Information (in thousands) 2023 2022 2021 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 68,889 $ 61,418 $ 58,931 Operating cash outflows from finance leases $ 3,715 $ 1,895 $ 1,432 Financing cash outflows from finance leases $ 16,510 $ 15,159 $ 12,476 Right of use assets obtained in exchange for lease obligations $ 95,897 $ 55,005 $ 66,887 Assets obtained in exchange for finance leases $ 58,737 $ 29,803 $ 19,435 |
Schedule of 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 December 31 were as follows: Lease Terms and Discount Rates 2023 2022 Weighted-average remaining lease term - operating leases 5.4 years 5.8 years Weighted-average discount rate - operating leases 5.9 % 5.4 % Weighted-average remaining lease term - finance leases 5.0 years 5.1 years Weighted-average discount rate - finance leases 4.8 % 3.4 % |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inv entories at December 31, consisted of the following: (in thousands) 2023 2022 Raw materials $ 43,071 $ 38,611 Finished units 4,335 2,419 Inventories $ 47,406 $ 41,030 |
Rental Equipment, net (Tables)
Rental Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Rental Equipment, Net | Depreciation is computed using the straight-line method over estimated useful lives, as follows: Estimated Useful Life Residual Value Modular space units 10 - 30 years 20 - 55% Portable storage units 7 - 30 years 20 - 55% VAPS and other related rental equipment 1 - 10 years 0% Depreciation is computed using the straight-line method over estimated useful lives as follows: Estimated Useful Life Buildings and leasehold improvements 10 - 40 years Vehicles, machinery, and equipment 3 - 30 years Furniture and fixtures 3 - 10 years Software 3 - 10 years Rental equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Modular space units $ 3,541,451 $ 3,197,779 Portable storage units 1,009,059 849,193 Value added products 204,933 203,444 Total rental equipment 4,755,443 4,250,416 Less: accumulated depreciation (1,374,128) (1,173,129) Rental equipment, net $ 3,381,315 $ 3,077,287 Property, plant and equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Land, buildings, and leasehold improvements $ 178,117 $ 174,322 Vehicles and equipment 233,793 167,337 Office furniture, fixtures and software 109,460 106,747 Total property, plant and equipment 521,370 448,406 Less: accumulated depreciation (180,483) (143,747) Property, plant and equipment, net $ 340,887 $ 304,659 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Depreciation is computed using the straight-line method over estimated useful lives, as follows: Estimated Useful Life Residual Value Modular space units 10 - 30 years 20 - 55% Portable storage units 7 - 30 years 20 - 55% VAPS and other related rental equipment 1 - 10 years 0% Depreciation is computed using the straight-line method over estimated useful lives as follows: Estimated Useful Life Buildings and leasehold improvements 10 - 40 years Vehicles, machinery, and equipment 3 - 30 years Furniture and fixtures 3 - 10 years Software 3 - 10 years Rental equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Modular space units $ 3,541,451 $ 3,197,779 Portable storage units 1,009,059 849,193 Value added products 204,933 203,444 Total rental equipment 4,755,443 4,250,416 Less: accumulated depreciation (1,374,128) (1,173,129) Rental equipment, net $ 3,381,315 $ 3,077,287 Property, plant and equipment, net at December 31 consisted of the following: (in thousands) 2023 2022 Land, buildings, and leasehold improvements $ 178,117 $ 174,322 Vehicles and equipment 233,793 167,337 Office furniture, fixtures and software 109,460 106,747 Total property, plant and equipment 521,370 448,406 Less: accumulated depreciation (180,483) (143,747) Property, plant and equipment, net $ 340,887 $ 304,659 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Activity | Changes in the carrying amount of goodwill were as follows: (in thousands) Modular Storage Total Balance at December 31, 2021 $ 521,049 $ 492,552 $ 1,013,601 Effects of movements in foreign exchange rates (2,172) — (2,172) Balance at December 31, 2022 518,877 492,552 1,011,429 Additions from acquisitions 61,111 103,391 164,502 Effects of movements in foreign exchange rates 704 — 704 Balance at December 31, 2023 $ 580,692 $ 595,943 $ 1,176,635 |
Schedule of Finite Lived Intangible Assets | Intangible assets other than goodwill at December 31, consisted of the following: December 31, 2023 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer Relationships 4.5 $ 214,408 $ (84,324) $ 130,084 Technology 2.5 1,500 (875) 625 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 $ 504,908 $ (85,199) $ 419,709 December 31, 2022 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer Relationships 5.5 $ 188,000 $ (58,750) $ 129,250 Technology 3.5 1,500 (625) 875 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 $ 478,500 $ (59,375) $ 419,125 |
Schedule of Indefinite Lived Intangible Assets | Intangible assets other than goodwill at December 31, consisted of the following: December 31, 2023 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer Relationships 4.5 $ 214,408 $ (84,324) $ 130,084 Technology 2.5 1,500 (875) 625 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 $ 504,908 $ (85,199) $ 419,709 December 31, 2022 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer Relationships 5.5 $ 188,000 $ (58,750) $ 129,250 Technology 3.5 1,500 (625) 875 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 $ 478,500 $ (59,375) $ 419,125 |
Schedule of Finite-Lived Intangible Assets Amortization Expense | As of December 31, 2023, the expected future amortization expense for intangible assets is as follows: (in thousands) Amortization Expense 2024 $ 29,122 2025 29,122 2026 28,997 2027 28,684 2028 14,784 Total $ 130,709 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying value of debt outstanding at December 31 consisted of the following: (in thousands, except rates) Interest rate Year of maturity 2023 2022 2025 Secured Notes 6.125% 2025 $ 522,735 $ 520,350 ABL Facility Varies 2027 1,929,259 1,988,176 2028 Secured Notes 4.625% 2028 494,500 493,470 2031 Secured Notes 7.375% 2031 493,709 — Finance Leases Varies Varies 117,099 74,370 Total debt 3,557,302 3,076,366 Less: current portion of long-term debt 18,786 13,324 Total long-term debt $ 3,538,516 $ 3,063,042 |
Schedule of Maturities of Debt and Lease Obligation | Maturities of debt, including finance leases, during the years subsequent to December 31, 2023 are as follows: (in thousands) 2024 $ 23,927 2025 550,050 2026 23,234 2027 1,975,992 2028 522,473 Thereafter 522,138 Total $ 3,617,814 |
Schedule of Amortization of Deferred Debt Issuance Costs | These debt costs are amortized and included as part of interest expense over the remaining contractual terms of those debt instruments for each of the next five years as follows: (in thousands) Debt issuance cost amortization 2024 $ 11,891 2025 $ 10,664 2026 $ 9,555 2027 $ 5,852 2028 $ 1,677 Thereafter $ 2,667 |
Schedule of Debt Redemption | Year Redemption Price June 15, 2023 101.531 % June 15, 2024 and thereafter 100.000 % Year Redemption Price August 15, 2023 102.313 % August 15, 2024 101.156 % August 15, 2025 and thereafter 100.000 % Year Redemption Price October 1, 2026 103.688 % October 1, 2027 101.844 % October 1, 2028 and thereafter 100.000 % |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The changes in accumulated other comprehensive loss ("AOCI"), net of tax, for the years ended December 31, 2023, 2022 and 2021, were as follows: (in thousands) Foreign Currency Translation Unrealized (gains) losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive loss before reclassifications (880) (2,985) (3,865) Reclassifications from AOCI to income (a) — 12,001 12,001 Balance at December 31, 2021 (25,574) (3,497) (29,071) Other comprehensive loss before reclassifications (44,548) (1,033) (45,581) Reclassifications from AOCI to income (a) — 4,530 4,530 Balance at December 31, 2022 (70,122) — (70,122) Other comprehensive income before reclassifications 14,091 14,813 28,904 Reclassifications from AOCI to income (a) — (11,550) (11,550) Balance at December 31, 2023 $ (56,031) $ 3,263 $ (52,768) (a) For the years ended December 31, 2023, 2022 and 2021, $(11.6) million, $4.5 million and $12.0 million, respectively, was reclassified from AOCI into the consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 14. For the years ended December 31, 2023, 2022 and 2021, the Company recorded tax benefits of $2.9 million, $1.1 million and $3.0 million, respectively, associated with this reclassification. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of income tax expense from continuing operations for the years ended December 31, are comprised of the following: (in thousands) 2023 2022 2021 Current Federal $ — $ — $ — State 12,250 11,327 4,645 Foreign 7,382 6,204 1,795 Deferred Federal 80,698 63,585 23,707 State 27,276 8,917 (2,671) Foreign (1,031) (1,170) 9,052 Total income tax expense from continuing operations $ 126,575 $ 88,863 $ 36,528 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense from continuing operations differed from the amount computed by applying the US statutory income tax rate of 21% to the income from continuing operations before income taxes for the following reasons for the years ended December 31, : (in thousands) 2023 2022 2021 Income from continuing operations before income tax US $ 444,557 $ 341,412 $ 137,922 Foreign 23,862 23,792 13,501 Total income from continuing operations before income tax $ 468,419 $ 365,204 $ 151,423 US Federal statutory income tax expense $ 98,368 $ 76,693 $ 31,798 Effect of tax rates in foreign jurisdictions 1,434 1,085 743 State income tax expense, net of federal benefit 25,016 16,917 1,130 Valuation allowances (815) (6,907) (2,595) Non-deductible (non-taxable) items 775 1,147 (410) Non-deductible executive compensation 2,014 1,258 2,309 Non-deductible remeasurement of common stock warrant liabilities — — 5,585 Uncertain tax positions (523) (804) (11,748) Tax law changes (excluding valuation allowance) (a) (50) (94) 8,411 Other 356 (432) 1,305 Income tax expense from continuing operations $ 126,575 $ 88,863 $ 36,528 Effective income tax rate 27.02 % 24.33 % 24.12 % (a) Tax law changes primarily represent changes in tax law in foreign jurisdictions. |
Schedule of Deferred Income Taxes | Significa nt components of the Company’s deferred tax assets and liabilities as of December 31, are as follows: (in thousands) 2023 2022 Deferred tax assets Deferred interest expense $ 116,982 $ 133,223 Employee benefit plans 9,079 6,233 Accrued liabilities 5,996 8,043 Allowance for credit losses 21,964 15,143 Deferred revenue 57,494 50,531 Operating lease liability 61,849 59,740 Other 5,006 6,127 Tax loss carryforwards 99,676 233,133 Deferred tax assets, gross 378,046 512,173 Valuation allowance (1,430) (2,245) Net deferred income tax asset $ 376,616 $ 509,928 Deferred tax liabilities Rental equipment and other property, plant and equipment $ (808,873) $ (770,964) Intangible assets (60,358) (84,390) Right of use asset (61,653) (59,258) Deferred gain — (26,691) Deferred tax liability (930,884) (941,303) Net deferred income tax liability $ (554,268) $ (431,375) |
Schedule of Tax Loss Carryforwards | The Company’s tax loss carryforwards are as follows at December 31, 2023: (in thousands) Loss Deferred Tax Expiration Jurisdiction: US - Federal $ 465,179 $ 88,887 2037, Indefinite US - State 240,335 10,789 2025 – 2042, Indefinite Total $ 705,514 $ 99,676 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2023 2022 2021 Unrecognized tax benefits – January 1, $ 43,627 $ 44,314 $ 54,494 Increases based on tax positions related to prior period — — 9 Decrease from expiration of statute of limitations (493) (687) (10,189) Unrecognized tax benefits – December 31, $ 43,134 $ 43,627 $ 44,314 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 were as follows: (in thousands) Balance Sheet Location 2023 Cash Flow Hedges: Interest rate swap Prepaid expenses and other current assets $ 9,145 Interest rate swap Other non-current liabilities $ (4,595) The location and the fair value of the foreign currency contract in the consolidated balance sheet as of December 31, 2022 was as follows: (in thousands) Balance Sheet Location 2022 Derivative Contracts: Foreign currency contract Accrued liabilities $ 930 |
Schedule of Impact of Interest Rate Swap and Foreign currency contract on Other Comprehensive Income, AOCI, and Statement of Operations | The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statement of operations for the years ended December 31: (in thousands) 2023 2022 2021 Gain recognized in OCI $ 15,901 $ 4,669 $ 11,677 Location of gain (loss) recognized in income Interest expense, net Interest expense, net Interest expense, net (Gain) loss reclassified from AOCI into income $ (11,550) $ 4,530 $ 12,001 The following table discloses the impact of the foreign currency contract, excluding the impact of income taxes, on the Company’s statement of operations for the years ended December 31: (in thousands) 2023 2022 Loss recognized in income $ 7,715 $ 930 Location of loss recognized in income Currency losses, net Currency losses, net |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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 |
Schedule of Carrying Amounts and Fair Values of Financial Assets and Liabilities | The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy: December 31, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ABL Facility $ 1,929,259 $ — $ 1,956,011 $ — $ 1,988,176 $ — $ 2,020,000 $ — 2025 Secured Notes 522,735 — 527,021 — 520,350 — 526,800 — 2028 Secured Notes 494,500 — 474,285 — 493,470 — 450,135 — 2031 Secured Notes 493,709 — 528,075 — — — — — Total $ 3,440,203 $ — $ 3,485,392 $ — $ 3,001,996 $ — $ 2,996,935 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | The following table summarizes the Company's RSA activity during the years ended December 31, 2023, 2022 and 2021 : Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2020 57,448 $ 11.75 Granted 44,708 $ 29.30 Forfeited (8,532) $ 29.30 Vested (57,448) $ 11.75 Balance December 31, 2021 36,176 $ 29.30 Granted 35,244 $ 37.17 Vested (36,176) $ 29.30 Balance December 31, 2022 35,244 $ 37.17 Granted 28,946 $ 44.44 Vested (35,244) $ 37.17 Balance December 31, 2023 28,946 $ 44.44 |
Schedule of Restricted Stock Units | The following table summarizes the Company's Time-Based RSU activity during the years ended December 31, 2023, 2022 and 2021 : Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2020 1,325,862 $ 13.46 Granted 415,737 $ 27.25 Forfeited (72,505) $ 17.80 Vested (671,643) $ 13.99 Balance December 31, 2021 997,451 $ 18.54 Granted 377,804 $ 35.40 Forfeited (106,570) $ 31.35 Vested (478,906) $ 16.42 Balance December 31, 2022 789,779 $ 26.16 Granted 213,388 $ 50.74 Forfeited (61,848) $ 36.75 Vested (322,483) $ 21.38 Balance December 31, 2023 618,836 $ 36.07 The following table summarizes the Company's Performance-Based RSU award activity during the years ended December 31, 2023 and 2022 and 2021: Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 2020 593,388 $ 14.88 Granted 977,645 $ 33.21 Forfeited (23,753) $ 27.92 Vested (10,886) $ 14.70 Balance December 31, 2021 1,536,394 $ 26.34 Granted 745,079 $ 42.34 Forfeited (74,071) $ 41.66 Vested (313,152) $ 16.45 Balance December 31, 2022 1,894,250 $ 33.67 Granted 376,826 $ 69.52 Forfeited (37,451) $ 47.52 Vested (293,934) $ 16.34 Balance December 31, 2023 1,939,691 $ 42.95 |
Schedule of Stock Option Awards | The following table summarizes the Company's stock option activity during the years ended December 31, 2023, 2022 and 2021 : WillScot Options Weighted-Average Exercise Price per Share Converted 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 — $ — (497,572) $ 15.21 Balance at December 31, 2021 534,188 $ 13.60 1,527,643 $ 14.66 Exercised — $ — (663,367) $ 16.93 Balance at December 31, 2022 534,188 $ 13.60 864,276 $ 12.91 Exercised — $ — (35,030) $ 14.21 Balance at December 31, 2023 534,188 $ 13.60 829,246 $ 12.86 Fully vested and exercisable options, December 31, 2023 534,188 $ 13.60 829,246 $ 12.86 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023, 2022, and 2021, respectively. Year Ended December 31, 2023 (in thousands) Modular Storage Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 1,137,685 $ 696,250 $ 1,833,935 Delivery and installation 283,433 153,746 437,179 Sales revenue: New units 41,777 6,352 48,129 Rental units 32,771 12,753 45,524 Total revenues 1,495,666 869,101 2,364,767 Costs: Cost of leasing and services: Leasing 311,501 86,966 398,467 Delivery and installation 224,671 92,446 317,117 Cost of sales: New units 23,599 2,840 26,439 Rental units 15,800 7,341 23,141 Depreciation of rental equipment 219,869 45,864 265,733 Gross profit $ 700,226 $ 633,644 $ 1,333,870 Other selected data: Adjusted EBITDA from continuing operations $ 598,354 $ 463,111 $ 1,061,465 Selling, general and administrative expense $ 329,068 $ 217,604 $ 49,418 $ 596,090 Purchases of rental equipment and refurbishments $ 184,993 $ 41,612 $ 226,605 Year Ended December 31, 2022 (in thousands) Modular Storage Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 992,316 $ 629,374 $ 1,621,690 Delivery and installation 272,749 156,403 429,152 Sales revenue: New units 33,985 6,353 40,338 Rental units 42,983 8,460 51,443 Total Revenues 1,342,033 800,590 2,142,623 Costs: Cost of leasing and services: Leasing 273,233 103,635 376,868 Delivery and installation 221,784 100,852 322,636 Cost of sales: New units 20,475 3,536 24,011 Rental units 21,271 5,636 26,907 Depreciation of rental equipment 221,433 35,286 256,719 Gross profit $ 583,837 $ 551,645 $ 1,135,482 Other selected data: Adjusted EBITDA from continuing operations $ 508,343 $ 375,531 $ — $ 883,874 Selling, general and administrative expense $ 304,937 $ 215,732 $ 46,738 $ 567,407 Purchases of rental equipment and refurbishments $ 279,079 $ 118,297 $ — $ 397,376 Year Ended December 31, 2021 (in thousands) Modular Storage Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 827,677 $ 424,813 $ 1,252,490 Delivery and installation 213,818 107,311 321,129 Sales revenue: New units 40,322 6,671 46,993 Rental units 38,666 13,702 52,368 Total revenues 1,120,483 552,497 1,672,980 Costs: Cost of leasing and services: Leasing 219,462 63,114 282,576 Delivery and installation 191,011 76,522 267,533 Cost of sales: New units 27,386 3,962 31,348 Rental units 20,163 7,867 28,030 Depreciation of rental equipment 190,805 27,985 218,790 Gross profit $ 471,656 $ 373,047 $ 844,703 Other selected data: Adjusted EBITDA from continuing operations $ 404,577 $ 245,027 $ — $ 649,604 Selling, general and administrative expense $ 256,168 $ 160,300 $ 63,939 $ 480,407 Purchase of rental equipment and refurbishments $ 187,495 $ 45,426 $ — $ 232,921 The following tables present a reconciliation of the Company’s Income from continuing operations to Adjusted EBITDA for the years ended December 31, 2023, 2022, and 2021, respectively: Year Ended December 31, (in thousands) 2023 2022 2021 Income from continuing operations $ 341,844 $ 276,341 $ 114,895 Income tax expense from continuing operations 126,575 88,863 36,528 Loss on extinguishment of debt — — 5,999 Fair value loss on common stock warrant liabilities — — 26,597 Interest expense 205,040 146,278 116,358 Depreciation and amortization 338,654 319,099 280,567 Currency losses, net 6,754 886 427 Restructuring costs, lease impairment expense and other related charges 22 168 14,754 Transaction costs 2,259 25 1,375 Integration costs 10,366 15,484 28,410 Stock compensation expense 34,486 29,613 18,728 Other (4,535) 7,117 4,966 Adjusted EBITDA from continuing operations $ 1,061,465 $ 883,874 $ 649,604 |
Schedule of Reconciliation of Assets from Segment to Consolidated | Assets related to the Company’s reportable segments include the following: (in thousands) Modular Storage Total As of December 31, 2023: Goodwill $ 580,692 $ 595,943 $ 1,176,635 Intangible assets, net $ 126,620 $ 293,089 $ 419,709 Rental equipment, net $ 2,141,848 $ 1,239,467 $ 3,381,315 As of December 31, 2022: Goodwill $ 518,877 $ 492,552 $ 1,011,429 Intangible assets, net $ 125,000 $ 294,125 $ 419,125 Rental equipment, net $ 2,004,055 $ 1,073,232 $ 3,077,287 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table reconciles income from continuing operations attributable to WillScot Mobile Mini common shareholders to net income attributable to common shareholders for the dilutive EPS calculation and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation for the years ended December 31: (in thousands) 2023 2022 2021 Numerator: Income from continuing operations $ 341,844 $ 276,341 $ 114,895 Income from discontinued operations 134,613 63,199 45,249 Net income $ 476,457 $ 339,540 $ 160,144 Denominator: Weighted average Common Shares outstanding - basic 198,555 216,809 226,519 Dilutive effect of outstanding securities: Warrants — 1,605 3,589 RSAs 15 18 24 Time-Based RSUs 274 401 594 Performance-Based RSUs 2,040 1,471 955 Stock Options 966 1,095 1,113 Weighted average Common Shares outstanding - dilutive 201,850 221,399 232,794 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive: (in thousands) 2023 2022 2021 Time-based RSUs 106 — — Performance-based RSUs 277 591 375 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 57,048 | $ 45,773 | $ 28,105 |
Provision for credit losses, net of recoveries | 49,650 | 34,881 | 37,469 |
Write-offs | (25,182) | (23,705) | (19,777) |
Foreign currency translation and other | 140 | 99 | (24) |
Balance at end of period | 81,656 | 57,048 | 45,773 |
Provision for credit losses recorded as a reduction to revenue for the provision of specific receivables whole collection is not considered probable | $ 25,200 | $ 23,700 | $ 19,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Rental Equipment (Details) | Dec. 31, 2023 |
VAPS and other related rental equipment | |
Property, Plant and Equipment [Line Items] | |
Residual Value | 0% |
Minimum | Modular space units | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Residual Value | 20,000% |
Minimum | Portable storage units | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Residual Value | 20,000% |
Minimum | VAPS and other related rental equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Maximum | Modular space units | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Residual Value | 55% |
Maximum | Portable storage units | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Residual Value | 55,000% |
Maximum | VAPS and other related rental equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Minimum | Buildings and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Minimum | Vehicles, machinery, and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Minimum | Software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Maximum | Buildings and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 40 years |
Maximum | Vehicles, machinery, and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Maximum | Software | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2022 | |
Business Acquisition [Line Items] | ||||
Matching contributions to defined contribution plans | $ 14,100,000 | $ 13,800,000 | $ 10,900,000 | |
Shares authorized under plan (in shares) | 6,488,988 | |||
Billing period term | 28 days | |||
Deferred revenue | $ 222,500,000 | 195,800,000 | ||
Customer deposits | 2,000,000 | 8,000,000 | ||
Advertising and promotion expense | $ 10,500,000 | $ 8,500,000 | $ 7,600,000 | |
Warrants outstanding | $ 0 | |||
Minimum | ||||
Business Acquisition [Line Items] | ||||
Operating lease term | 1 month | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Operating lease term | 60 months | |||
Average | ||||
Business Acquisition [Line Items] | ||||
Operating lease term | 10 months | |||
RSAs | ||||
Business Acquisition [Line Items] | ||||
Vesting period | 1 year | |||
Granted (in shares) | 28,946 | 35,244 | 44,708 | |
Vested (in shares) | 35,244 | 36,176 | 57,448 | |
Time-Based Restricted Stock Units | ||||
Business Acquisition [Line Items] | ||||
Vesting period | 4 years | |||
Granted (in shares) | 213,388 | 377,804 | 415,737 | |
Vested (in shares) | 322,483 | 478,906 | 671,643 | |
Performance-Based RSUs | ||||
Business Acquisition [Line Items] | ||||
Performance period | 3 years | |||
Granted (in shares) | 376,826 | 745,079 | 977,645 | |
Vested (in shares) | 293,934 | 313,152 | 10,886 | |
Performance-Based RSUs | Awards Granted 2021 | ||||
Business Acquisition [Line Items] | ||||
TSR payout percentage, minimum | 0% | |||
TSR payout percentage, maximum | 200% | |||
TSR payout percentage, target | 100% | |||
TSR, target | 50% | |||
TSR, minimum | 25% | |||
TSR, maximum | 85% | |||
Granted (in shares) | 555,790 | |||
Share price (in USD per share) | $ 47.5 | |||
Performance-Based RSUs | Awards Granted in 2020 and Prior | ||||
Business Acquisition [Line Items] | ||||
TSR payout percentage, minimum | 0% | |||
TSR payout percentage, maximum | 150% | |||
TSR payout percentage, target | 100% | |||
TSR, target | 50% | |||
TSR, minimum | 25% | |||
TSR, maximum | 75% | |||
Performance-Based RSUs | Minimum | Awards Granted 2021 | ||||
Business Acquisition [Line Items] | ||||
Performance period | 4 years 6 months | |||
Performance-Based RSUs | Maximum | Awards Granted 2021 | ||||
Business Acquisition [Line Items] | ||||
Performance period | 4 years 9 months 18 days | |||
Unrestricted Stock | Minimum | Awards Granted 2021 | ||||
Business Acquisition [Line Items] | ||||
Vested (in shares) | 0 | |||
Share price (in USD per share) | $ 42.5 | |||
Unrestricted Stock | Maximum | Awards Granted 2021 | ||||
Business Acquisition [Line Items] | ||||
Vested (in shares) | 1,333,334 | |||
Share price (in USD per share) | $ 60 | |||
Stock Options | ||||
Business Acquisition [Line Items] | ||||
Vesting period | 4 years | |||
Expiration period | 10 years |
Business Combinations and Acq_3
Business Combinations and Acquisitions - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) entity modularUnit storageUnit climate-controlledContainerAndRefrigeratedStorageTrailer modularLeasingUnit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||
Assets and liabilities acquired, number of entities | entity | 5 | ||
Rental equipment, net | $ 3,381,315 | $ 3,077,287 | |
Series of Individually Immaterial Asset Acquisitions | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses, gross | 150,000 | ||
Rental equipment, net | $ 147,600 | ||
Storage Unit | Series of Individually Immaterial Asset Acquisitions | |||
Business Acquisition [Line Items] | |||
Number of units in real estate property acquired (approximately) | storageUnit | 1,800 | ||
Modular Unit | Series of Individually Immaterial Asset Acquisitions | |||
Business Acquisition [Line Items] | |||
Number of units in real estate property acquired (approximately) | modularUnit | 700 | ||
National provider of cold storage solutions and a regional modular space manufacturing and leasing business | Storage Unit | |||
Business Acquisition [Line Items] | |||
Number of units in real estate property acquired (approximately) | climate-controlledContainerAndRefrigeratedStorageTrailer | 2,200 | ||
National provider of cold storage solutions and a regional modular space manufacturing and leasing business | Modular Unit | |||
Business Acquisition [Line Items] | |||
Number of units in real estate property acquired (approximately) | modularLeasingUnit | 1,300 | ||
Mobile Mini Inc and Other Asset Acquisitions | |||
Business Acquisition [Line Items] | |||
Integration costs | $ 10,400 | $ 15,500 | $ 28,400 |
Business Combinations and Acq_4
Business Combinations and Acquisitions - Schedule of Acquisition of Aggregate Purchase Price (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Cash used in acquisitions, net of cash acquired of $3,245 | $ 561,629 | $ 220,620 | $ 147,172 |
Allocated as follows: | |||
Goodwill | 1,176,635 | $ 1,011,429 | $ 1,013,601 |
National provider of cold storage solutions and a regional modular space manufacturing and leasing business | |||
Business Acquisition [Line Items] | |||
Cash Acquired from acquisition | 3,245 | ||
Cash used in acquisitions, net of cash acquired of $3,245 | 411,593 | ||
Allocated as follows: | |||
Trade receivables | 8,452 | ||
Inventories | 2,017 | ||
Deferred tax assets | 931 | ||
Rental equipment | 214,936 | ||
Property, plant, and equipment | 3,376 | ||
Operating lease assets | 5,028 | ||
Intangibles - customer relationships | 26,408 | ||
Other assets | 3,669 | ||
Accounts payable | (276) | ||
Deferred revenue | (11,635) | ||
Operating lease liabilities | (3,633) | ||
Other liabilities | (2,182) | ||
Total identifiable net assets | 247,091 | ||
Goodwill | 164,502 | ||
Total net assets acquired | 411,593 | ||
Gross contractual amount | 11,500 | ||
Rental equipment, adjustments | 12,900 | ||
Intangible assets, adjustments | $ 26,400 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of discontinued operations | $ 176,078 | $ 35,456 | $ 0 | ||
Tank and Pump | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on working capital adjustment | $ 400 | ||||
Gain on sale of discontinued operations | $ 176,100 | ||||
Discontinued Operations, Disposed of by Sale | Tank and Pump | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale of business consideration amount | $ 321,900 | ||||
Gain on sale of discontinued operations | 35,456 | ||||
Discontinued Operations, Disposed of by Sale | UK Storage Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale of business consideration amount | $ 418,100 | ||||
Gain on sale of discontinued operations | $ 0 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Income From Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 2,364,767 | $ 2,142,623 | $ 1,672,980 |
Costs of leasing and services: | |||
Depreciation of rental equipment | 265,733 | 256,719 | 218,790 |
Gross profit | 1,333,870 | 1,135,482 | 844,703 |
Expenses: | |||
Selling, general and administrative | 596,090 | 567,407 | 480,407 |
Other depreciation and amortization | 72,921 | 62,380 | 61,777 |
Currency losses, net | 6,754 | 886 | 427 |
Other (income) expense, net | (15,354) | (6,673) | 1,715 |
Operating income | 673,459 | 511,482 | 300,377 |
Interest expense | 205,040 | 146,278 | 116,358 |
Income tax expense from discontinued operations | 45,468 | 35,725 | 13,018 |
Income from discontinued operations | 134,613 | 63,199 | 45,249 |
Adjusted EBITDA from discontinued operations | 1,061,465 | 883,874 | 649,604 |
Total Leasing And Product And Service Revenues/Costs | |||
Revenues: | |||
Total revenues | 2,364,767 | 2,142,623 | 1,672,980 |
Leasing Revenue | |||
Revenues: | |||
Leasing | 1,833,935 | 1,621,690 | 1,252,490 |
Costs of leasing and services: | |||
Leasing | 398,467 | 376,868 | 282,576 |
New units | |||
Revenues: | |||
Revenues | 48,129 | 40,338 | 46,993 |
Total revenues | 48,129 | 40,338 | 46,993 |
Costs of leasing and services: | |||
Cost of sales | 26,439 | 24,011 | 31,348 |
Rental units | |||
Revenues: | |||
Revenues | 45,524 | 51,443 | 52,368 |
Total revenues | 45,524 | 51,443 | 52,368 |
Costs of leasing and services: | |||
Cost of sales | 23,141 | 26,907 | 28,030 |
Discontinued Operations, Disposed of by Sale | |||
Costs of leasing and services: | |||
Depreciation of rental equipment | 12,399 | 18,747 | |
Gross profit | 116,753 | 123,505 | |
Expenses: | |||
Selling, general and administrative | 39,840 | 47,168 | |
Other depreciation and amortization | 12,009 | 16,253 | |
Restructuring costs | 2 | ||
Currency losses, net | 138 | 121 | |
Other (income) expense, net | (3) | 65 | |
Operating income | 64,769 | 59,896 | |
Interest expense | 1,301 | 1,629 | |
Income from discontinued operations before income tax and gain on sale | 63,468 | 58,267 | |
Income tax expense from discontinued operations | 35,725 | 13,018 | |
Income from discontinued operations | 63,199 | 45,249 | |
Adjusted EBITDA from discontinued operations | 85,750 | 90,789 | |
Discontinued Operations, Disposed of by Sale | Tank and Pump | |||
Costs of leasing and services: | |||
Depreciation of rental equipment | 8,145 | 14,319 | |
Gross profit | 49,152 | 52,262 | |
Expenses: | |||
Selling, general and administrative | 18,045 | 22,194 | |
Other depreciation and amortization | 6,103 | 9,366 | |
Restructuring costs | 2 | ||
Currency losses, net | 0 | 0 | |
Other (income) expense, net | 4 | 11 | |
Operating income | 25,000 | 20,689 | |
Interest expense | 512 | 779 | |
Income from discontinued operations before income tax and gain on sale | 24,488 | 19,910 | |
Income tax expense from discontinued operations | 843 | 5,277 | |
Income from discontinued operations | 59,101 | 14,633 | |
Adjusted EBITDA from discontinued operations | 37,016 | 41,750 | |
Discontinued Operations, Disposed of by Sale | UK Storage Solutions | |||
Costs of leasing and services: | |||
Depreciation of rental equipment | 4,254 | 4,428 | |
Gross profit | 5,544 | 67,601 | 71,243 |
Expenses: | |||
Selling, general and administrative | 1,486 | 21,795 | 24,974 |
Other depreciation and amortization | 5,906 | 6,887 | |
Restructuring costs | 0 | ||
Currency losses, net | 0 | 138 | 121 |
Other (income) expense, net | (1) | (7) | 54 |
Operating income | 4,059 | 39,769 | 39,207 |
Interest expense | 56 | 789 | 850 |
Income from discontinued operations before income tax and gain on sale | 4,003 | 38,980 | 38,357 |
Gain on sale of discontinued operations | 175,708 | ||
Income tax expense from discontinued operations | 45,468 | 34,882 | 7,741 |
Income from discontinued operations | 134,243 | 4,098 | 30,616 |
Adjusted EBITDA from discontinued operations | 4,124 | 48,734 | 49,039 |
Discontinued Operations, Disposed of by Sale | Total Leasing And Product And Service Revenues/Costs | |||
Revenues: | |||
Total revenues | 201,565 | 221,917 | |
Discontinued Operations, Disposed of by Sale | Total Leasing And Product And Service Revenues/Costs | Tank and Pump | |||
Revenues: | |||
Total revenues | 96,356 | 110,891 | |
Discontinued Operations, Disposed of by Sale | Total Leasing And Product And Service Revenues/Costs | UK Storage Solutions | |||
Revenues: | |||
Total revenues | 8,694 | 105,209 | 111,026 |
Discontinued Operations, Disposed of by Sale | Leasing Revenue | |||
Revenues: | |||
Leasing | 145,344 | 159,633 | |
Costs of leasing and services: | |||
Leasing | 30,565 | 34,485 | |
Discontinued Operations, Disposed of by Sale | Leasing Revenue | Tank and Pump | |||
Revenues: | |||
Leasing | 65,572 | 77,527 | |
Costs of leasing and services: | |||
Leasing | 13,828 | 17,045 | |
Discontinued Operations, Disposed of by Sale | Leasing Revenue | UK Storage Solutions | |||
Revenues: | |||
Leasing | 6,389 | 79,772 | 82,106 |
Costs of leasing and services: | |||
Leasing | 1,407 | 16,737 | 17,440 |
Discontinued Operations, Disposed of by Sale | Delivery and installation | |||
Revenues: | |||
Revenues | 50,541 | 53,553 | |
Costs of leasing and services: | |||
Cost of sales | 38,152 | 39,328 | |
Discontinued Operations, Disposed of by Sale | Delivery and installation | Tank and Pump | |||
Revenues: | |||
Revenues | 27,665 | 29,530 | |
Costs of leasing and services: | |||
Cost of sales | 23,285 | 25,057 | |
Discontinued Operations, Disposed of by Sale | Delivery and installation | UK Storage Solutions | |||
Revenues: | |||
Revenues | 1,802 | 22,876 | 24,023 |
Costs of leasing and services: | |||
Cost of sales | 1,213 | 14,867 | 14,271 |
Discontinued Operations, Disposed of by Sale | New units | |||
Revenues: | |||
Revenues | 3,308 | 5,889 | |
Costs of leasing and services: | |||
Cost of sales | 2,374 | 4,029 | |
Discontinued Operations, Disposed of by Sale | New units | Tank and Pump | |||
Revenues: | |||
Revenues | 2,202 | 2,355 | |
Costs of leasing and services: | |||
Cost of sales | 1,636 | 1,672 | |
Discontinued Operations, Disposed of by Sale | New units | UK Storage Solutions | |||
Revenues: | |||
Revenues | 54 | 1,106 | 3,534 |
Costs of leasing and services: | |||
Cost of sales | 38 | 738 | 2,357 |
Discontinued Operations, Disposed of by Sale | Rental units | |||
Revenues: | |||
Revenues | 2,372 | 2,842 | |
Costs of leasing and services: | |||
Cost of sales | 1,322 | 1,823 | |
Discontinued Operations, Disposed of by Sale | Rental units | Tank and Pump | |||
Revenues: | |||
Revenues | 917 | 1,479 | |
Costs of leasing and services: | |||
Cost of sales | 310 | 536 | |
Discontinued Operations, Disposed of by Sale | Rental units | UK Storage Solutions | |||
Revenues: | |||
Revenues | 449 | 1,455 | 1,363 |
Costs of leasing and services: | |||
Cost of sales | $ 492 | $ 1,012 | $ 1,287 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Discontinued Operations Assets and Liabilities Held For Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Cash and cash equivalents | $ 10,958 | $ 7,390 | |
Trade receivables, net of allowances for doubtful accounts of $300 | 451,130 | 409,766 | |
Inventories | 47,406 | 41,030 | |
Prepaid expenses and other current assets | 57,492 | 31,635 | |
Rental equipment, net | 3,381,315 | 3,077,287 | |
Property, plant and equipment, net | 340,887 | 304,659 | |
Operating lease assets | 245,647 | 219,405 | |
Goodwill | 1,176,635 | 1,011,429 | $ 1,013,601 |
Intangible assets, net | 419,709 | 419,125 | |
Other non-current assets | 4,626 | 6,683 | |
Liabilities | |||
Accounts payable | 86,123 | 109,349 | |
Accrued expenses | 129,621 | 109,542 | |
Accrued employee benefits | 45,564 | 56,340 | |
Deferred revenue and customer deposits | 224,518 | 203,793 | |
Deferred tax liabilities | 554,268 | 401,453 | |
Operating lease liabilities – non-current | 187,837 | 169,618 | |
Other non-current liabilities | 34,024 | 18,537 | |
Allowance for doubtful accounts | 81,656 | 57,048 | |
Discontinued Operations, Disposed of by Sale | UK Storage Solutions | |||
Assets | |||
Cash and cash equivalents | 10,384 | ||
Trade receivables, net of allowances for doubtful accounts of $300 | 15,991 | ||
Inventories | 3,058 | ||
Prepaid expenses and other current assets | 1,787 | ||
Rental equipment, net | 165,853 | ||
Property, plant and equipment, net | 20,645 | ||
Operating lease assets | 15,134 | ||
Goodwill | 58,144 | ||
Intangible assets, net | 6,414 | ||
Other non-current assets | 1,832 | ||
Total assets held for sale | 299,242 | ||
Liabilities | |||
Accounts payable | 4,515 | ||
Accrued expenses | 3,273 | ||
Accrued employee benefits | 1,009 | ||
Deferred revenue and customer deposits | 6,850 | ||
Deferred tax liabilities | 29,737 | ||
Operating lease liabilities – non-current | 15,192 | ||
Other non-current liabilities | 6,278 | ||
Total liabilities held for sale | $ 66,854 | ||
Allowance for doubtful accounts | $ 300 |
Discontinued Operations - Sch_3
Discontinued Operations - Schedule of Cash Flows From Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities of discontinued operations: | |||
Depreciation and amortization | $ 338,654 | $ 343,507 | $ 318,202 |
Investing activities of discontinued operations: | |||
Proceeds from sale of rental equipment | 51,290 | 70,703 | 55,210 |
Purchase of rental equipment and refurbishments | (226,976) | (443,138) | (278,498) |
Proceeds from the sale of property, plant and equipment | 13,272 | 1,775 | 16,911 |
Purchase of property, plant and equipment | (22,237) | (43,664) | (30,498) |
Discontinued Operations, Disposed of by Sale | Tank and Pump | |||
Operating activities of discontinued operations: | |||
Depreciation and amortization | 14,248 | 23,685 | |
Investing activities of discontinued operations: | |||
Proceeds from sale of rental equipment | 918 | 1,480 | |
Purchase of rental equipment and refurbishments | (21,831) | (17,747) | |
Proceeds from the sale of property, plant and equipment | 0 | 388 | |
Purchase of property, plant and equipment | (525) | (1,743) | |
Discontinued Operations, Disposed of by Sale | UK Storage Solutions | |||
Operating activities of discontinued operations: | |||
Depreciation and amortization | 0 | 10,160 | 11,315 |
Investing activities of discontinued operations: | |||
Proceeds from sale of rental equipment | 514 | 1,455 | 1,363 |
Purchase of rental equipment and refurbishments | (371) | (23,931) | (27,830) |
Proceeds from the sale of property, plant and equipment | 8 | 504 | 387 |
Purchase of property, plant and equipment | $ (64) | $ (3,752) | $ (1,680) |
Discontinued Operations - Sch_4
Discontinued Operations - Schedule of Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income from discontinued operations | $ 134,613 | $ 63,199 | $ 45,249 |
Gain on sale of discontinued operations | 176,078 | 35,456 | 0 |
Income tax expense from discontinued operations | 45,468 | 35,725 | 13,018 |
Interest expense | 205,040 | 146,278 | 116,358 |
Currency losses, net | 6,754 | 886 | 427 |
Adjusted EBITDA from discontinued operations | 1,061,465 | 883,874 | 649,604 |
Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income from discontinued operations | 63,199 | 45,249 | |
Income tax expense from discontinued operations | 35,725 | 13,018 | |
Income from discontinued operations before income tax and gain on sale | 63,468 | 58,267 | |
Interest expense | 1,301 | 1,629 | |
Currency losses, net | 138 | 121 | |
Adjusted EBITDA from discontinued operations | 85,750 | 90,789 | |
Tank and Pump | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income from discontinued operations | 59,101 | 14,633 | |
Gain on sale of discontinued operations | 35,456 | 0 | |
Income tax expense from discontinued operations | 843 | 5,277 | |
Income from discontinued operations before income tax and gain on sale | 24,488 | 19,910 | |
Interest expense | 512 | 779 | |
Depreciation and amortization | 14,248 | 23,685 | |
Currency losses, net | 0 | 0 | |
Restructuring costs, lease impairment expense and other related charges | 0 | 2 | |
Integration costs | 0 | 14 | |
Stock compensation expense | 18 | 222 | |
Other | (2,250) | (2,862) | |
Adjusted EBITDA from discontinued operations | 37,016 | 41,750 | |
UK Storage Solutions | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income from discontinued operations | 134,243 | 4,098 | 30,616 |
Gain on sale of discontinued operations | 175,708 | 0 | 0 |
Income tax expense from discontinued operations | 45,468 | 34,882 | 7,741 |
Income from discontinued operations before income tax and gain on sale | 4,003 | 38,980 | 38,357 |
Interest expense | 56 | 789 | 850 |
Depreciation and amortization | 0 | 10,160 | 11,315 |
Currency losses, net | 0 | 138 | 121 |
Stock compensation expense | (196) | 197 | 39 |
Other | 261 | (1,530) | (1,643) |
Adjusted EBITDA from discontinued operations | $ 4,124 | $ 48,734 | $ 49,039 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 2,364,767 | $ 2,142,623 | $ 1,672,980 |
Leasing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,833,935 | 1,621,690 | 1,252,490 |
Modular space leasing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 953,822 | 840,926 | 697,852 |
Portable storage leasing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 396,781 | 361,197 | 233,868 |
VAPS and third party leasing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 391,948 | 343,625 | 263,021 |
Other leasing-related revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 91,384 | 75,942 | 57,749 |
Leasing and Services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 2,271,114 | 2,050,842 | 1,573,619 |
Delivery and installation revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 437,179 | 429,152 | 321,129 |
New unit sales revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 48,129 | 40,338 | 46,993 |
Rental unit sales revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 45,524 | 51,443 | 52,368 |
VAPS service revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 23,900 | 25,300 | 17,100 |
US | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 2,219,561 | 1,998,796 | 1,542,076 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 120,123 | 125,536 | 116,070 |
Mexico | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 25,083 | $ 18,291 | $ 14,834 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Provision for credit losses, net of recoveries | $ 23.4 | $ 10.4 | $ 16.4 |
Provision for credit losses recorded as a reduction to revenue for the provision of specific receivables whole collection is not considered probable | 25.2 | 23.7 | 19.8 |
Deferred revenue for removal services for lease transactions and advance billings for sale transactions | 124.1 | 102.2 | |
Recognition of previously deferred revenue for removal services for lease transactions and advance billings for sale transactions | $ 67.6 | $ 47.2 | $ 38.8 |
Accounts Receivable | Credit Concentration Risk | No Single Customer | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 1% | 1.70% | |
Accounts Receivable | Credit Concentration Risk | Top Five Customers | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 4.30% | 5.40% | |
Leasing revenue | Revenue | Product Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 77% | 75% | 74% |
Revenue - Schedule of Future Co
Revenue - Schedule of Future Commited Modular Leasing Revenues (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
2024 | $ 367,965 |
2025 | 129,048 |
2026 | 42,698 |
2027 | 17,988 |
2028 | 7,887 |
Thereafter | 5,399 |
Total | $ 570,985 |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 69,429 | |
2025 | 60,490 | |
2026 | 47,465 | |
2027 | 36,903 | |
2028 | 26,212 | |
Thereafter | 48,153 | |
Total lease payments | 288,652 | |
Less: interest | (43,407) | |
Present value of lease liabilities | 245,245 | |
Finance Leases | ||
2024 | 23,927 | |
2025 | 23,550 | |
2026 | 23,234 | |
2027 | 19,982 | |
2028 | 22,473 | |
Thereafter | 22,138 | |
Total lease payments | 135,304 | |
Less: interest | (18,205) | |
Present value of lease liabilities | $ 117,099 | $ 74,370 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total long-term debt |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Lease Expense | |||
Amortization of finance lease assets | $ 16,945 | $ 13,900 | $ 12,602 |
Interest on obligations under finance leases | 3,777 | 1,899 | 1,406 |
Total finance lease expense | 20,722 | 15,799 | 14,008 |
Operating Lease Expense | |||
Total operating lease expense | 107,058 | 110,230 | 96,041 |
Cost of leasing and services | |||
Operating Lease Expense | |||
Fixed lease expense | 1,396 | 2,797 | 3,979 |
Short-term lease expense | 26,010 | 32,947 | 22,335 |
Variable lease expense | 2,109 | 5,388 | 7,794 |
Selling, general and administrative | |||
Operating Lease Expense | |||
Fixed lease expense | 67,374 | 60,017 | 56,005 |
Short-term lease expense | 1,789 | 1,792 | 794 |
Variable lease expense | $ 8,380 | $ 7,289 | $ 5,134 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for the amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 68,889 | $ 61,418 | $ 58,931 |
Operating cash outflows from finance leases | 3,715 | 1,895 | 1,432 |
Financing cash outflows from finance leases | 16,510 | 15,159 | 12,476 |
Right of use assets obtained in exchange for lease obligations | 95,897 | 55,005 | 66,887 |
Assets obtained in exchange for finance leases | $ 58,737 | $ 29,803 | $ 19,435 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rates (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases | 5 years 4 months 24 days | 5 years 9 months 18 days |
Weighted-average discount rate - operating leases | 5.90% | 5.40% |
Weighted-average remaining lease term - finance leases | 5 years | 5 years 1 month 6 days |
Weighted-average discount rate - finance leases | 4.80% | 3.40% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 43,071 | $ 38,611 |
Finished units | 4,335 | 2,419 |
Inventories | $ 47,406 | $ 41,030 |
Rental Equipment, net (Details)
Rental Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | $ 4,755,443 | $ 4,250,416 |
Less: accumulated depreciation | (1,374,128) | (1,173,129) |
Rental equipment, net | 3,381,315 | 3,077,287 |
Modular space units | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 3,541,451 | 3,197,779 |
Portable storage units | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 1,009,059 | 849,193 |
Value added products | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | $ 204,933 | $ 203,444 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 521,370 | $ 448,406 |
Less: accumulated depreciation | (180,483) | (143,747) |
Property, plant and equipment, net | 340,887 | 304,659 |
Land, buildings, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 178,117 | 174,322 |
Vehicles and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 233,793 | 167,337 |
Office furniture, fixtures and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 109,460 | $ 106,747 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Narrative (Details) - Property, Plant and Equipment - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 47.1 | $ 38.6 | $ 37.5 |
Gross cost of property, plant and equipment assets under finance leases | 133.3 | 84.7 | |
Accumulated depreciation of property, plant and equipment assets under finance leases | $ 40.8 | $ 26.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 1,011,429 | $ 1,013,601 |
Effects of movements in foreign exchange rates | 704 | (2,172) |
Additions from acquisitions | 164,502 | |
Goodwill, end of period | 1,176,635 | 1,011,429 |
Modular | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 518,877 | 521,049 |
Effects of movements in foreign exchange rates | 704 | (2,172) |
Additions from acquisitions | 61,111 | |
Goodwill, end of period | 580,692 | 518,877 |
Storage | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 492,552 | 492,552 |
Effects of movements in foreign exchange rates | 0 | 0 |
Additions from acquisitions | 103,391 | |
Goodwill, end of period | $ 595,943 | $ 492,552 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Amortization expense | 25,800,000 | $ 23,800,000 | $ 24,300,000 |
Modular | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated impairment loss | $ 792,800,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible assets subject to amortization: | ||
Accumulated amortization | $ (85,199) | $ (59,375) |
Net book value | 130,709 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross carrying amount | 504,908 | 478,500 |
Accumulated amortization | (85,199) | (59,375) |
Net book value | 419,709 | 419,125 |
Trade name – Mobile Mini | ||
Indefinite-lived intangible assets: | ||
Gross carrying amount | 164,000 | 164,000 |
Trade name – WillScot | ||
Indefinite-lived intangible assets: | ||
Gross carrying amount | $ 125,000 | $ 125,000 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 4 years 6 months | 5 years 6 months |
Intangible assets subject to amortization: | ||
Gross carrying amount | $ 214,408 | $ 188,000 |
Accumulated amortization | (84,324) | (58,750) |
Net book value | 130,084 | 129,250 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (84,324) | $ (58,750) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 2 years 6 months | 3 years 6 months |
Intangible assets subject to amortization: | ||
Gross carrying amount | $ 1,500 | $ 1,500 |
Accumulated amortization | (875) | (625) |
Net book value | 625 | 875 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (875) | $ (625) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 29,122 |
2025 | 29,122 |
2026 | 28,997 |
2027 | 28,684 |
2028 | 14,784 |
Net book value | $ 130,709 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 25, 2023 | Dec. 31, 2022 | Aug. 25, 2020 | Jun. 15, 2020 |
Debt Instrument [Line Items] | |||||
Finance Leases | $ 117,099 | $ 74,370 | |||
Total debt | 3,557,302 | 3,076,366 | |||
Less: current portion of long-term debt | 18,786 | 13,324 | |||
Total long-term debt | $ 3,538,516 | $ 3,063,042 | |||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total long-term debt | Total long-term debt | |||
Senior Notes | 2025 Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 6.125% | 6.125% | |||
Debt | $ 522,735 | $ 520,350 | |||
Outstanding principal borrowings on the credit facility | $ 526,500 | ||||
Senior Notes | 2025 Secured Notes | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | 6,200 | ||||
Senior Notes | 2028 Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 4.625% | 4.625% | |||
Debt | $ 494,500 | 493,470 | |||
Senior Notes | 2028 Secured Notes | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | 6,500 | ||||
Senior Notes | 2031 Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 7.375% | 7.375% | |||
Debt | $ 493,709 | 0 | |||
Debt issuance costs | 6,300 | ||||
Line of Credit | Asset Based Liability Facility Due 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt | 1,929,259 | 1,988,176 | |||
Outstanding principal borrowings on the credit facility | $ 2,000,000 | 31,800 | |||
Debt issuance costs | $ 31,800 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Debt and Lease Obligation (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 23,927 |
2025 | 550,050 |
2026 | 23,234 |
2027 | 1,975,992 |
2028 | 522,473 |
Thereafter | 522,138 |
Total | $ 3,617,814 |
Debt - Schedule of Debt Discoun
Debt - Schedule of Debt Discount Amortization (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
2024 | $ 11,891 |
2025 | 10,664 |
2026 | 9,555 |
2027 | 5,852 |
2028 | 1,677 |
Thereafter | $ 2,667 |
Debt - Schedule of Asset Backed
Debt - Schedule of Asset Backed Lending Facility (Details) - Line of Credit - USD ($) | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 01, 2020 | |
Asset Based Liability Facility Due 2027 | ||||
Line of Credit Facility [Line Items] | ||||
Credit spread | 0.10% | |||
Asset Based Liability Facility Due 2027 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin | 1.50% | |||
Debt instrument, variable rate, step down percentage | 0.25% | |||
Debt instrument, variable rate, step up percentage | 0.25% | |||
Asset Based Liability Facility Due 2027 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Canadian Dollars | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin | 0.50% | |||
Revolving Credit Facility | 2020 ABL Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility | $ 2,400,000,000 | |||
Revolving Credit Facility | 2020 US ABL Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility | 2,000,000,000 | |||
Revolving Credit Facility | 2020 Multicurrency ABL Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility | $ 400,000,000 | |||
Revolving Credit Facility | Asset Based Liability Facility Due 2027 | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility | $ 3,700,000,000 | $ 3,200,000,000 | ||
Commitment fee | 0.20% | |||
Weighted-average interest rate for borrowings | 6.24% | |||
Available borrowing capacity | $ 1,200,000,000 | |||
Letters of credit amount outstanding | 28,500,000 | |||
Outstanding principal borrowings on the credit facility | 2,000,000,000 | $ 31,800,000 | ||
Debt issuance costs | 31,800,000 | |||
Revolving Credit Facility | Asset Based Liability Facility Due 2027 - US Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility | $ 3,300,000,000 | |||
Available borrowing capacity | 1,000,000,000 | |||
Revolving Credit Facility | Asset Based Liability Facility Due 2027 - Multicurrency Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility | 400,000,000 | |||
Lenders commitment aggregate amount | $ 750,000,000 | |||
Available borrowing capacity | 189,400,000 | |||
Outstanding principal borrowings on the credit facility | 0 | |||
Debt issuance costs | $ 2,500,000 | |||
Letter of Credit | Asset Based Liability Facility Due 2027 | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility | $ 220,000,000 | |||
Commitment fee | 1.625% | |||
Available borrowing capacity | $ 191,500,000 | |||
Swingline Loans | Asset Based Liability Facility Due 2027 | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility | 220,000,000 | |||
Available borrowing capacity | $ 216,200,000 |
Debt - Senior Secured Notes (De
Debt - Senior Secured Notes (Details) - USD ($) | 12 Months Ended | |||||
Sep. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 25, 2020 | Jun. 15, 2020 | |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 5,999,000 | |||
2025 Secured Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 650,000,000 | |||||
Interest rate | 6.125% | 6.125% | ||||
Repayments of debt | 123,500,000 | |||||
Loss on extinguishment of debt | 6,000,000 | |||||
Early redemption premium | 3,700,000 | |||||
Write off of debt issuance costs | $ 2,300,000 | |||||
Outstanding principal borrowings on the credit facility | $ 526,500,000 | |||||
Debt issuance costs, gross | $ 3,800,000 | |||||
2028 Secured Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 500,000,000 | |||||
Interest rate | 4.625% | 4.625% | ||||
Debt issuance costs, gross | $ 5,500,000 | |||||
2031 Secured Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 500,000,000 | |||||
Interest rate | 7.375% | 7.375% | ||||
2031 Secured Notes | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs, gross | $ 6,300,000 | |||||
Asset Based Liability Facility Due 2027 | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of outstanding indebtedness | $ 494,000,000 | |||||
Asset Based Liability Facility Due 2027 | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding principal borrowings on the credit facility | 2,000,000,000 | $ 31,800,000 | ||||
Debt issuance costs, gross | $ 26,800,000 |
Debt - Schedule of Redemption P
Debt - Schedule of Redemption Price Percentage (Details) - Senior Notes | 12 Months Ended |
Dec. 31, 2023 | |
2025 Secured Notes | Redemption Period One | |
Debt Instrument [Line Items] | |
Redemption Price | 101.531% |
2025 Secured Notes | Redemption Period Two | |
Debt Instrument [Line Items] | |
Redemption Price | 100% |
2028 Secured Notes | Redemption Period One | |
Debt Instrument [Line Items] | |
Redemption Price | 102.313% |
2028 Secured Notes | Redemption Period Two | |
Debt Instrument [Line Items] | |
Redemption Price | 101.156% |
2028 Secured Notes | Redemption Period Three | |
Debt Instrument [Line Items] | |
Redemption Price | 100% |
2031 Secured Notes | Redemption Period One | |
Debt Instrument [Line Items] | |
Redemption Price | 103.688% |
2031 Secured Notes | Redemption Period Two | |
Debt Instrument [Line Items] | |
Redemption Price | 101.844% |
2031 Secured Notes | Redemption Period Three | |
Debt Instrument [Line Items] | |
Redemption Price | 100% |
Debt - 2031 Secured Notes (Deta
Debt - 2031 Secured Notes (Details) - 2031 Secured Notes - Senior Notes | Sep. 25, 2023 |
100% of Principal | |
Debt Instrument [Line Items] | |
Redemption Price | 100% |
40% of Principal | |
Debt Instrument [Line Items] | |
Redemption Price | 107.375% |
Redemption percentage of aggregate principal amount | 40% |
10% of Principal | |
Debt Instrument [Line Items] | |
Redemption Price | 103% |
Redemption percentage of aggregate principal amount | 10% |
Debt - Schedule of Finance Leas
Debt - Schedule of Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Finance Leases | $ 117,099 | $ 74,370 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2023 | |
Equity [Abstract] | ||||
Preferred shares authorized (in shares) | 1,000,000 | 1,000,000 | ||
Preferred share par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||
Preferred shares issued (in shares) | 0 | 0 | ||
Preferred shares outstanding (in shares) | 0 | 0 | ||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 | ||
Common stock issued (in shares) | 189,967,135 | 207,951,682 | ||
Common stock outstanding (in shares) | 189,967,135 | 207,951,682 | ||
Stock-based compensation and issuance of common stock from vesting (in shares) | 549,272 | 3,847,905 | 6,752,647 | |
Authorized share repurchase program | $ 1,000,000,000 | |||
Shares repurchased (in shares) | 18,533,819 | 19,854,424 | ||
Stock repurchased during period, value | $ 810,800,000 | $ 756,900,000 | ||
Remaining authorized share repurchase program | $ 498,200,000 |
Equity - Schedule of Accumulate
Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,565,300 | $ 1,996,763 | $ 2,063,873 |
Other comprehensive loss before reclassifications | 28,904 | (45,581) | (3,865) |
Reclassifications from AOCI to income | (11,550) | 4,530 | 12,001 |
Ending balance | 1,261,250 | 1,565,300 | 1,996,763 |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (70,122) | (29,071) | (37,207) |
Ending balance | (52,768) | (70,122) | (29,071) |
Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (70,122) | (25,574) | (24,694) |
Other comprehensive loss before reclassifications | 14,091 | (44,548) | (880) |
Reclassifications from AOCI to income | 0 | 0 | 0 |
Ending balance | (56,031) | (70,122) | (25,574) |
Unrealized (gains) losses on hedging activities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | (3,497) | (12,513) |
Other comprehensive loss before reclassifications | 14,813 | (1,033) | (2,985) |
Reclassifications from AOCI to income | (11,550) | 4,530 | 12,001 |
Ending balance | 3,263 | 0 | (3,497) |
Unrealized (gains) losses on hedging activities | Interest rate swap | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassifications from AOCI to income | 11,600 | (4,500) | (12,000) |
Tax benefit from reclassification from AOCI to income | $ 2,900 | $ 1,100 | $ 3,000 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Aug. 15, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2015 | Nov. 29, 2022 | May 31, 2021 | |
2015 Public Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Purchase price for warrants (in USD per share) | $ 0.5 | |||||
Purchase price for warrants | $ 9,750 | |||||
Warrants repurchased and canceled (in shares) | 3,055,000 | |||||
Warrants repurchased and canceled | $ 25,500 | |||||
Warrants exercised (in shares) | 9,655,000 | |||||
Issuance of common stock from the exercise of warrants (in shares) | 2,939,898 | |||||
Warrants outstanding (in shares) | 0 | |||||
2018 Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants repurchased and canceled (in shares) | 33,965 | 254,373 | ||||
Warrants repurchased and canceled | $ 600 | $ 2,900 | ||||
Warrants exercised (in shares) | 4,011,665 | 5,397,695 | ||||
Issuance of common stock from the exercise of warrants (in shares) | 2,590,940 | 2,835,968 | ||||
Warrants outstanding (in shares) | 0 | |||||
Number of shares which can be exchanged per warrant (in shares) | 1 | |||||
Warrant exercise price (in USD per share) | $ 15.5 | |||||
Warrants expired (in shares) | 32,543 | |||||
2018 Warrants | ModSpace | Warrants | Class A Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Purchase price paid in stock (in shares) | 10,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 12,250 | 11,327 | 4,645 |
Foreign | 7,382 | 6,204 | 1,795 |
Deferred | |||
Federal | 80,698 | 63,585 | 23,707 |
State | 27,276 | 8,917 | (2,671) |
Foreign | (1,031) | (1,170) | 9,052 |
Total income tax expense from continuing operations | $ 126,575 | $ 88,863 | $ 36,528 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income from continuing operations before income tax | |||
US | $ 444,557 | $ 341,412 | $ 137,922 |
Foreign | 23,862 | 23,792 | 13,501 |
Income from continuing operations before income tax | 468,419 | 365,204 | 151,423 |
US Federal statutory income tax expense | 98,368 | 76,693 | 31,798 |
Effect of tax rates in foreign jurisdictions | 1,434 | 1,085 | 743 |
State income tax expense, net of federal benefit | 25,016 | 16,917 | 1,130 |
Valuation allowances | (815) | (6,907) | (2,595) |
Non-deductible (non-taxable) items | 775 | 1,147 | (410) |
Non-deductible executive compensation | 2,014 | 1,258 | 2,309 |
Non-deductible remeasurement of common stock warrant liabilities | 0 | 0 | 5,585 |
Uncertain tax positions | (523) | (804) | (11,748) |
Tax law changes (excluding valuation allowance) | (50) | (94) | 8,411 |
Other | 356 | (432) | 1,305 |
Total income tax expense from continuing operations | $ 126,575 | $ 88,863 | $ 36,528 |
Effective income tax rate | 27.02% | 24.33% | 24.12% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Deferred interest expense | $ 116,982 | $ 133,223 |
Employee benefit plans | 9,079 | 6,233 |
Accrued liabilities | 5,996 | 8,043 |
Allowance for credit losses | 21,964 | 15,143 |
Deferred revenue | 57,494 | 50,531 |
Operating lease liability | 61,849 | 59,740 |
Other | 5,006 | 6,127 |
Tax loss carryforwards | 99,676 | 233,133 |
Deferred tax assets, gross | 378,046 | 512,173 |
Valuation allowance | (1,430) | (2,245) |
Net deferred income tax asset | 376,616 | 509,928 |
Deferred tax liabilities | ||
Rental equipment and other property, plant and equipment | (808,873) | (770,964) |
Intangible assets | (60,358) | (84,390) |
Right of use asset | (61,653) | (59,258) |
Deferred gain | 0 | (26,691) |
Deferred tax liability | (930,884) | (941,303) |
Net deferred income tax liability | $ (554,268) | $ (431,375) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Net deferred tax liability | $ 554,268 | $ 431,375 | |
Gross deferred tax liability | 930,884 | 941,303 | |
Deferred tax assets | 376,616 | 509,928 | |
Decrease in deferred tax asset valuation allowance | (800) | ||
Undistributed foreign earnings | 174,200 | ||
Unrecognized tax benefits that, if recognized, would affect the annual effective tax rate | 41,800 | 42,300 | $ 43,300 |
Income tax interest | 100 | $ 1,000 | |
Income tax interest accrued | 400 | 400 | |
Decrease in unrecognized tax benefits that is reasonably possible in next twelve months | $ 700 | ||
Discontinued Operations, Disposed of by Sale | UK Storage Solutions | |||
Operating Loss Carryforwards [Line Items] | |||
Net deferred tax liability | 29,700 | ||
Gross deferred tax liability | 33,700 | ||
Deferred tax assets | $ 4,000 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Loss Carryforward | $ 705,514 | |
Deferred Tax | 99,676 | $ 233,133 |
US - Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Loss Carryforward | 465,179 | |
Deferred Tax | 88,887 | |
US - State | ||
Operating Loss Carryforwards [Line Items] | ||
Loss Carryforward | 240,335 | |
Deferred Tax | $ 10,789 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits – January 1, | $ 43,627 | $ 44,314 | $ 54,494 |
Increases based on tax positions related to prior period | 0 | 0 | 9 |
Decrease from expiration of statute of limitations | (493) | (687) | (10,189) |
Unrecognized tax benefits – December 31, | $ 43,134 | $ 43,627 | $ 44,314 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) GBP (£) | Jan. 31, 2023 USD ($) derivativeAgreement Rate | Dec. 31, 2018 USD ($) | |
Derivative [Line Items] | |||
Cash flow hedge gain to be reclassified within next 12 months | $ 9,100,000 | ||
Interest rate swap | |||
Derivative [Line Items] | |||
Notational amount | $ 750,000,000 | $ 400,000,000 | |
Pay rate | 3.44% | 3.06% | |
Number of Interest swap agreements | derivativeAgreement | 2 | ||
Receive rate | 5.36% | ||
Foreign currency contract | |||
Derivative [Line Items] | |||
Notational amount | $ 330,000,000 | ||
Exchange rate | Rate | 120.50% | ||
Foreign currency contract | Maximum | |||
Derivative [Line Items] | |||
Price range | £ | 1.2055 | ||
Foreign currency contract | Minimum | |||
Derivative [Line Items] | |||
Price range | £ | 1.2044 |
Derivatives - Schedule of Fair
Derivatives - Schedule of Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Interest rate swap | ||
Derivative [Line Items] | ||
Prepaid expenses and other current assets | $ 9,145 | |
Other non-current liabilities | $ (4,595) | |
Foreign currency contract | ||
Derivative [Line Items] | ||
Accrued liabilities | $ 930 |
Derivatives - Schedule of Impac
Derivatives - Schedule of Impact of Interest Rate Swap and Foreign currency contract on Other Comprehensive Income, AOCI, and Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Interest rate swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in OCI | $ 15,901 | $ 4,669 | $ 11,677 |
Interest rate swap | Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Gain) loss reclassified from AOCI into income | (11,550) | 4,530 | $ 12,001 |
Foreign currency contract | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in OCI | $ 7,715 | $ 930 |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of Carrying Amounts and Fair Values of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | $ 3,440,203 | $ 3,001,996 |
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 | 3,485,392 | 2,996,935 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
ABL Facility | Carrying Amount | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,929,259 | 1,988,176 |
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 | 1,956,011 | 2,020,000 |
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 | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 522,735 | 520,350 |
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 | 527,021 | 526,800 |
2025 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2028 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 494,500 | 493,470 |
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 | 474,285 | 450,135 |
2028 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2031 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 493,709 | 0 |
2031 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2031 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 528,075 | 0 |
2031 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 0 |
Fair Value Measures - Narrative
Fair Value Measures - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
2031 Secured Notes | Senior Notes | ||
Business Acquisition [Line Items] | ||
Unamortized debt issuance costs | $ 6.3 | |
Revolving Credit Facility | Asset Based Liability Facility Due 2027 | Line of Credit | ||
Business Acquisition [Line Items] | ||
Unamortized debt issuance costs | $ 31.8 | |
Revolving Credit Facility | 2025 Secured Notes | Senior Notes | ||
Business Acquisition [Line Items] | ||
Unamortized debt issuance costs | 6.2 | |
Revolving Credit Facility | 2028 Secured Notes | Senior Notes | ||
Business Acquisition [Line Items] | ||
Unamortized debt issuance costs | $ 6.5 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Award Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Forfeited (in shares) | (8,532) | ||
Weighted-Average Grant Date Fair Value | |||
Forfeited (in USD per share) | $ 29.30 | ||
Restricted Stock Awards | |||
Number of Shares | |||
Beginning Balance (in shares) | 35,244 | 36,176 | 57,448 |
Granted (in shares) | 28,946 | 35,244 | 44,708 |
Vested (in shares) | (35,244) | (36,176) | (57,448) |
Ending Balance (in shares) | 28,946 | 35,244 | 36,176 |
Weighted-Average Grant Date Fair Value | |||
Beginning Balance (in USD per share) | $ 37.17 | $ 29.30 | $ 11.75 |
Granted (in USD per share) | 44.44 | 37.17 | 29.30 |
Vested (in USD per share) | 37.17 | 29.30 | 11.75 |
Ending Balance (in USD per share) | $ 44.44 | $ 37.17 | $ 29.30 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value (in USD per share) | $ 0 | $ 0 | $ 0 |
Options outstanding, intrinsic value | $ 42.7 | ||
Options exercisable, intrinsic value | 42.7 | ||
Options exercised, intrinsic value | 1.1 | $ 16 | $ 6.2 |
RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 1.3 | 1.2 | 0.8 |
Unrecognized compensation expense for non-option awards | $ 0.6 | ||
Weighted average remaining vesting period | 4 months 24 days | ||
Share-based compensation vested in period, fair value | $ 1.6 | 1.3 | 1.6 |
Time-Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 8.1 | 8.2 | 9 |
Unrecognized compensation expense for non-option awards | $ 14.2 | ||
Weighted average remaining vesting period | 2 years | ||
Share-based compensation vested in period, fair value | $ 16.2 | 18 | 18.5 |
Modification of awards | 5.9 | ||
Performance-Based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 24.9 | 20.2 | 8.3 |
Unrecognized compensation expense for non-option awards | $ 35.2 | ||
Weighted average remaining vesting period | 1 year 6 months | ||
Share-based compensation vested in period, fair value | $ 15 | 11.9 | 0.3 |
Modification of awards | 1.3 | ||
WillScot Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 0.2 | $ 0.7 | |
Weighted average remaining contractual term | 4 years 2 months 12 days | ||
Converted Mobile Mini Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average remaining contractual term | 3 years 1 month 6 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Time-Based RSU Award Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Forfeited (in shares) | (8,532) | ||
Weighted-Average Grant Date Fair Value | |||
Forfeited (in USD per share) | $ 29.30 | ||
Time-based RSUs | |||
Number of Shares | |||
Beginning Balance (in shares) | 789,779 | 997,451 | 1,325,862 |
Granted (in shares) | 213,388 | 377,804 | 415,737 |
Forfeited (in shares) | (61,848) | (106,570) | (72,505) |
Vested (in shares) | (322,483) | (478,906) | (671,643) |
Ending Balance (in shares) | 618,836 | 789,779 | 997,451 |
Weighted-Average Grant Date Fair Value | |||
Beginning Balance (in USD per share) | $ 26.16 | $ 18.54 | $ 13.46 |
Granted (in USD per share) | 50.74 | 35.40 | 27.25 |
Forfeited (in USD per share) | 36.75 | 31.35 | 17.80 |
Vested (in USD per share) | 21.38 | 16.42 | 13.99 |
Ending Balance (in USD per share) | $ 36.07 | $ 26.16 | $ 18.54 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Performance-Based RSU Award Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Forfeited (in shares) | (8,532) | ||
Weighted-Average Grant Date Fair Value | |||
Forfeited (in USD per share) | $ 29.30 | ||
Performance-Based RSUs | |||
Number of Shares | |||
Beginning Balance (in shares) | 1,894,250 | 1,536,394 | 593,388 |
Granted (in shares) | 376,826 | 745,079 | 977,645 |
Forfeited (in shares) | (37,451) | (74,071) | (23,753) |
Vested (in shares) | (293,934) | (313,152) | (10,886) |
Ending Balance (in shares) | 1,939,691 | 1,894,250 | 1,536,394 |
Weighted-Average Grant Date Fair Value | |||
Beginning Balance (in USD per share) | $ 33.67 | $ 26.34 | $ 14.88 |
Granted (in USD per share) | 69.52 | 42.34 | 33.21 |
Forfeited (in USD per share) | 47.52 | 41.66 | 27.92 |
Vested (in USD per share) | 16.34 | 16.45 | 14.70 |
Ending Balance (in USD per share) | $ 42.95 | $ 33.67 | $ 26.34 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
WillScot Options | |||
Options | |||
Beginning balance (in shares) | 534,188 | 534,188 | 534,188 |
Converted at merger (in shares) | 0 | ||
Exercised (in shares) | 0 | 0 | 0 |
Ending balance (in shares) | 534,188 | 534,188 | 534,188 |
Weighted-Average Exercise Price per Share | |||
Beginning balance (in USD per share) | $ 13.60 | $ 13.60 | $ 13.60 |
Converted at merger (in USD per share) | 0 | ||
Exercised (in USD per share) | 0 | 0 | 0 |
Ending balance (in USD per share) | $ 13.60 | $ 13.60 | $ 13.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Fully vested and exercisable options (in shares) | 534,188 | ||
Fully vested and exercisable options, weighted-average exercise price per share (in USD per share) | $ 13.60 | ||
Converted Mobile Mini Options | |||
Options | |||
Beginning balance (in shares) | 864,276 | 1,527,643 | 2,031,455 |
Converted at merger (in shares) | (6,240) | ||
Exercised (in shares) | (35,030) | (663,367) | (497,572) |
Ending balance (in shares) | 829,246 | 864,276 | 1,527,643 |
Weighted-Average Exercise Price per Share | |||
Beginning balance (in USD per share) | $ 12.91 | $ 14.66 | $ 14.78 |
Converted at merger (in USD per share) | 12.19 | ||
Exercised (in USD per share) | 14.21 | 16.93 | 15.21 |
Ending balance (in USD per share) | $ 12.86 | $ 12.91 | $ 14.66 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Fully vested and exercisable options (in shares) | 829,246 | ||
Fully vested and exercisable options, weighted-average exercise price per share (in USD per share) | $ 12.86 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 segment | Sep. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Revenues | $ 2,364,767 | $ 2,142,623 | $ 1,672,980 | ||
Gross profit | $ 1,333,870 | 1,135,482 | 844,703 | ||
Subsequent Event | |||||
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 1 | ||||
Transition Separation And Release Agreement | |||||
Segment Reporting Information [Line Items] | |||||
Stock compensation expense | $ 7,200 | ||||
Transition Of Majority Of Portable Storage Product Business | Modular | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ (5,000) | ||||
Gross profit | (5,000) | ||||
Transition Of Majority Of Portable Storage Product Business | Storage | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 5,000 | ||||
Gross profit | $ 5,000 | ||||
Ground Level Office Businesses, Transferred From Modular Segment To Storage Segment | Storage | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 49,800 | ||||
Gross profit | $ 28,500 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 2,364,767 | $ 2,142,623 | $ 1,672,980 |
Costs: | |||
Depreciation of rental equipment | 265,733 | 256,719 | 218,790 |
Gross profit | 1,333,870 | 1,135,482 | 844,703 |
Other selected data: | |||
Adjusted EBITDA from discontinued operations | 1,061,465 | 883,874 | 649,604 |
Selling, general and administrative expense | 596,090 | 567,407 | 480,407 |
Purchases of rental equipment and refurbishments | 226,605 | 397,376 | 232,921 |
Total revenues | |||
Revenues: | |||
Total revenues | 2,364,767 | 2,142,623 | 1,672,980 |
Leasing | |||
Revenues: | |||
Leasing | 1,833,935 | 1,621,690 | 1,252,490 |
Costs: | |||
Leasing | 398,467 | 376,868 | 282,576 |
Delivery and installation | |||
Revenues: | |||
Revenues | 437,179 | 429,152 | 321,129 |
Total revenues | 437,179 | 429,152 | 321,129 |
Costs: | |||
Cost of sales | 317,117 | 322,636 | 267,533 |
New units | |||
Revenues: | |||
Revenues | 48,129 | 40,338 | 46,993 |
Total revenues | 48,129 | 40,338 | 46,993 |
Costs: | |||
Cost of sales | 26,439 | 24,011 | 31,348 |
Rental units | |||
Revenues: | |||
Revenues | 45,524 | 51,443 | 52,368 |
Total revenues | 45,524 | 51,443 | 52,368 |
Costs: | |||
Cost of sales | 23,141 | 26,907 | 28,030 |
Unallocated Costs | |||
Other selected data: | |||
Adjusted EBITDA from discontinued operations | 0 | 0 | |
Selling, general and administrative expense | 49,418 | 46,738 | 63,939 |
Purchases of rental equipment and refurbishments | 0 | 0 | |
Modular | Operating Segments | |||
Costs: | |||
Depreciation of rental equipment | 219,869 | 221,433 | 190,805 |
Gross profit | 700,226 | 583,837 | 471,656 |
Other selected data: | |||
Adjusted EBITDA from discontinued operations | 598,354 | 508,343 | 404,577 |
Selling, general and administrative expense | 329,068 | 304,937 | 256,168 |
Purchases of rental equipment and refurbishments | 184,993 | 279,079 | 187,495 |
Modular | Operating Segments | Total revenues | |||
Revenues: | |||
Total revenues | 1,495,666 | 1,342,033 | 1,120,483 |
Modular | Operating Segments | Leasing | |||
Revenues: | |||
Leasing | 1,137,685 | 992,316 | 827,677 |
Costs: | |||
Leasing | 311,501 | 273,233 | 219,462 |
Modular | Operating Segments | Delivery and installation | |||
Revenues: | |||
Revenues | 283,433 | 272,749 | 213,818 |
Costs: | |||
Cost of sales | 224,671 | 221,784 | 191,011 |
Modular | Operating Segments | New units | |||
Revenues: | |||
Revenues | 41,777 | 33,985 | 40,322 |
Costs: | |||
Cost of sales | 23,599 | 20,475 | 27,386 |
Modular | Operating Segments | Rental units | |||
Revenues: | |||
Revenues | 32,771 | 42,983 | 38,666 |
Costs: | |||
Cost of sales | 15,800 | 21,271 | 20,163 |
Storage | Operating Segments | |||
Costs: | |||
Depreciation of rental equipment | 45,864 | 35,286 | 27,985 |
Gross profit | 633,644 | 551,645 | 373,047 |
Other selected data: | |||
Adjusted EBITDA from discontinued operations | 463,111 | 375,531 | 245,027 |
Selling, general and administrative expense | 217,604 | 215,732 | 160,300 |
Purchases of rental equipment and refurbishments | 41,612 | 118,297 | 45,426 |
Storage | Operating Segments | Total revenues | |||
Revenues: | |||
Total revenues | 869,101 | 800,590 | 552,497 |
Storage | Operating Segments | Leasing | |||
Revenues: | |||
Leasing | 696,250 | 629,374 | 424,813 |
Costs: | |||
Leasing | 86,966 | 103,635 | 63,114 |
Storage | Operating Segments | Delivery and installation | |||
Revenues: | |||
Revenues | 153,746 | 156,403 | 107,311 |
Costs: | |||
Cost of sales | 92,446 | 100,852 | 76,522 |
Storage | Operating Segments | New units | |||
Revenues: | |||
Revenues | 6,352 | 6,353 | 6,671 |
Costs: | |||
Cost of sales | 2,840 | 3,536 | 3,962 |
Storage | Operating Segments | Rental units | |||
Revenues: | |||
Revenues | 12,753 | 8,460 | 13,702 |
Costs: | |||
Cost of sales | $ 7,341 | $ 5,636 | $ 7,867 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Income from continuing operations | $ 476,457 | $ 339,540 | $ 160,144 |
Income tax expense from continuing operations | 126,575 | 88,863 | 36,528 |
Loss on extinguishment of debt | 0 | 0 | 5,999 |
Fair value loss on common stock warrant liabilities | 0 | 0 | 26,597 |
Interest expense | 205,040 | 146,278 | 116,358 |
Currency losses, net | 6,754 | 886 | 427 |
Adjusted EBITDA from discontinued operations | 1,061,465 | 883,874 | 649,604 |
Continuing Operations | |||
Segment Reporting Information [Line Items] | |||
Income from continuing operations | 341,844 | 276,341 | 114,895 |
Income tax expense from continuing operations | 126,575 | 88,863 | 36,528 |
Loss on extinguishment of debt | 0 | 0 | 5,999 |
Fair value loss on common stock warrant liabilities | 0 | 0 | 26,597 |
Interest expense | 205,040 | 146,278 | 116,358 |
Depreciation and amortization | 338,654 | 319,099 | 280,567 |
Currency losses, net | 6,754 | 886 | 427 |
Restructuring costs, lease impairment expense and other related charges | 22 | 168 | 14,754 |
Transaction costs | 2,259 | 25 | 1,375 |
Integration costs | 10,366 | 15,484 | 28,410 |
Stock compensation expense | 34,486 | 29,613 | 18,728 |
Other | (4,535) | 7,117 | 4,966 |
Adjusted EBITDA from discontinued operations | $ 1,061,465 | $ 883,874 | $ 649,604 |
Segment Reporting - Schedule _3
Segment Reporting - Schedule of Assets Related to Reportable Segments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 1,176,635 | $ 1,011,429 | $ 1,013,601 |
Intangible assets, net | 419,709 | 419,125 | |
Rental equipment, net | 3,381,315 | 3,077,287 | |
Modular | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 580,692 | 518,877 | 521,049 |
Intangible assets, net | 126,620 | 125,000 | |
Rental equipment, net | 2,141,848 | 2,004,055 | |
Storage | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 595,943 | 492,552 | $ 492,552 |
Intangible assets, net | 293,089 | 294,125 | |
Rental equipment, net | $ 1,239,467 | $ 1,073,232 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Weighted Average Shares Outstanding (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Income from continuing operations | $ 341,844 | $ 276,341 | $ 114,895 |
Income from discontinued operations | 134,613 | 63,199 | 45,249 |
Net income basic | 476,457 | 339,540 | 160,144 |
Net income diluted | $ 476,457 | $ 339,540 | $ 160,144 |
Weighted average shares: | |||
Weighted average Common Shares outstanding - basic (in shares) | 198,554,885 | 216,808,577 | 226,518,931 |
Warrants (in shares) | 0 | 1,605,000 | 3,589,000 |
Diluted (in shares) | 201,849,836 | 221,399,162 | 232,793,902 |
RSAs | |||
Weighted average shares: | |||
Awards (in shares) | 15,000 | 18,000 | 24,000 |
Time-based RSUs | |||
Weighted average shares: | |||
Awards (in shares) | 274,000 | 401,000 | 594,000 |
Performance-Based RSUs | |||
Weighted average shares: | |||
Awards (in shares) | 2,040,000 | 1,471,000 | 955,000 |
Stock Options | |||
Weighted average shares: | |||
Awards (in shares) | 966,000 | 1,095,000 | 1,113,000 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Anti-dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Time-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) | 106 | 0 | 0 |
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) | 277 | 591 | 375 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | |||||
Feb. 12, 2024 USD ($) | Jan. 31, 2024 USD ($) derivativeAgreement | Feb. 11, 2024 USD ($) | Jan. 28, 2024 $ / shares shares | Jan. 31, 2023 USD ($) | Dec. 31, 2018 USD ($) | |
Forecast | McGrath RentCorp | ||||||
Subsequent Event [Line Items] | ||||||
Amount to be paid to shareholders (USD per share) | $ / shares | $ 123 | |||||
Fractional shares to be converted to shares (in shares) | shares | 2.8211 | |||||
Forecast | McGrath RentCorp | Line of Credit | Eight Year Senior Secured Bridge Credit Facility | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Debt, face amount | $ 875,000,000 | |||||
Agreement term | 8 years | |||||
Forecast | McGrath RentCorp | Line of Credit | Five Year Senior Secured Bridge Credit Facility | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Debt, face amount | $ 875,000,000 | |||||
Agreement term | 5 years | |||||
Forecast | McGrath RentCorp | Line of Credit | ABL Facility | Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility | $ 4,450,000,000 | $ 3,700,000,000 | ||||
Additional borrowing capacity | $ 750,000,000 | |||||
Forecast | McGrath RentCorp | McGrath Shareholders | McGrath RentCorp | ||||||
Subsequent Event [Line Items] | ||||||
Percentage ownership | 12.60% | |||||
Interest rate swap | ||||||
Subsequent Event [Line Items] | ||||||
Notational amount | $ 750,000,000 | $ 400,000,000 | ||||
Pay rate | 3.44% | 3.06% | ||||
Interest rate swap | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of derivative instruments | derivativeAgreement | 2 | |||||
Notational amount | $ 500,000,000 | |||||
Interest rate swap | Subsequent Event | Average | ||||||
Subsequent Event [Line Items] | ||||||
Pay rate | 3.70% |