Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 25, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.0001 per share | |
Trading Symbol | WSC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 190,180,607 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001647088 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 13,147 | $ 10,958 |
Trade receivables, net of allowances for credit losses at March 31, 2024 and December 31, 2023 of $86,418 and $81,656, respectively | 450,572 | 451,130 |
Inventories | 47,622 | 47,406 |
Prepaid expenses and other current assets | 61,912 | 57,492 |
Assets held for sale – current | 2,110 | 2,110 |
Total current assets | 575,363 | 569,096 |
Rental equipment, net | 3,399,628 | 3,381,315 |
Property, plant and equipment, net | 344,187 | 340,887 |
Operating lease assets | 259,965 | 245,647 |
Goodwill | 1,175,972 | 1,176,635 |
Intangible assets, net | 412,264 | 419,709 |
Other non-current assets | 12,955 | 4,626 |
Total long-term assets | 5,604,971 | 5,568,819 |
Total assets | 6,180,334 | 6,137,915 |
Liabilities and equity | ||
Accounts payable | 100,490 | 86,123 |
Accrued expenses | 161,625 | 129,621 |
Accrued employee benefits | 25,889 | 45,564 |
Deferred revenue and customer deposits | 227,042 | 224,518 |
Operating lease liabilities – current | 61,569 | 57,408 |
Current portion of long-term debt | 19,178 | 18,786 |
Total current liabilities | 595,793 | 562,020 |
Long-term debt | 3,465,619 | 3,538,516 |
Deferred tax liabilities | 565,955 | 554,268 |
Operating lease liabilities - non-current | 198,265 | 187,837 |
Other non-current liabilities | 34,576 | 34,024 |
Long-term liabilities | 4,264,415 | 4,314,645 |
Total liabilities | 4,860,208 | 4,876,665 |
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2024 and December 31, 2023 | 0 | 0 |
Common Stock: $0.0001 par, 500,000,000 shares authorized and 190,598,309 and 189,967,135 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 20 | 20 |
Additional paid-in-capital | 2,083,735 | 2,089,091 |
Accumulated other comprehensive loss | (44,776) | (52,768) |
Accumulated deficit | (718,853) | (775,093) |
Total shareholders' equity | 1,320,126 | 1,261,250 |
Total liabilities and shareholders' equity | $ 6,180,334 | $ 6,137,915 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 86,418 | $ 81,656 |
Preferred stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 190,598,309 | 189,967,135 |
Common stock outstanding (in shares) | 190,598,309 | 189,967,135 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 587,181 | $ 565,468 |
Costs: | ||
Depreciation of rental equipment | 74,908 | 59,156 |
Gross profit | 316,888 | 323,128 |
Other operating expenses: | ||
Selling, general and administrative | 167,568 | 150,870 |
Other depreciation and amortization | 17,920 | 17,173 |
Lease impairment expense and other related charges | 746 | 22 |
Currency losses, net | 77 | 6,775 |
Other expense (income), net | 631 | (3,359) |
Operating income | 129,946 | 151,647 |
Interest expense | 56,588 | 44,866 |
Income from continuing operations before income tax | 73,358 | 106,781 |
Income tax expense from continuing operations | 17,118 | 30,510 |
Income from continuing operations | 56,240 | 76,271 |
Discontinued operations: | ||
Income from discontinued operations before income tax | 0 | 4,003 |
Gain on sale of discontinued operations | 0 | 176,078 |
Income tax expense from discontinued operations | 0 | 45,468 |
Income from discontinued operations | 0 | 134,613 |
Net income | $ 56,240 | $ 210,884 |
Earnings per share from continuing operations: | ||
Basic (in USD per share) | $ 0.30 | $ 0.37 |
Diluted (in USD per share) | 0.29 | 0.36 |
Earnings per share from discontinued operations: | ||
Basic (in USD per share) | 0 | 0.65 |
Diluted (in USD per share) | 0 | 0.64 |
Earnings per share: | ||
Basic (in USD per share) | 0.30 | 1.02 |
Diluted (in USD per share) | $ 0.29 | $ 1 |
Weighted average shares: | ||
Basic (in shares) | 190,137,533 | 206,092,169 |
Diluted (in shares) | 193,065,392 | 209,663,985 |
Total Leasing And Product And Service Revenues/Costs | ||
Revenues: | ||
Total revenues | $ 587,181 | $ 565,468 |
Leasing Revenue | ||
Revenues: | ||
Leasing | 460,601 | 439,951 |
Costs: | ||
Leasing | 102,394 | 97,515 |
Delivery and installation revenue | ||
Revenues: | ||
Revenues | 100,362 | 106,630 |
Total revenues | 100,362 | 106,630 |
Costs: | ||
Cost of sales | 77,842 | 75,007 |
New units | ||
Revenues: | ||
Revenues | 13,499 | 10,657 |
Total revenues | 13,499 | 10,657 |
Costs: | ||
Cost of sales | 8,273 | 6,208 |
Rental units | ||
Revenues: | ||
Revenues | 12,719 | 8,230 |
Total revenues | 12,719 | 8,230 |
Costs: | ||
Cost of sales | $ 6,876 | $ 4,454 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 56,240 | $ 210,884 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of income tax expense of $0. | (5,548) | 7,934 |
Net gain (loss) on derivatives, net of income tax expense (benefit) of $4,515 and $(222) for the three months ended March 31, 2024 and 2023, respectively. | 13,540 | (667) |
Total other comprehensive income | 7,992 | 7,267 |
Total comprehensive income | $ 64,232 | $ 218,151 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment, income tax expense | $ 0 | $ 0 |
Net gain on derivatives, net of income tax expense | $ 4,515 | $ (222) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 207,952,000 | ||||
Beginning 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 | 210,884 | 210,884 | |||
Other comprehensive income (loss) | 7,267 | 7,267 | |||
Withholding taxes on net share settlement of stock-based compensation | (10,058) | (10,058) | |||
Common Stock-based award activity (in shares) | 355,000 | ||||
Common Stock-based award activity | 8,150 | 8,150 | |||
Repurchase and cancellation of Common Stock and warrants (in shares) | (4,589,000) | ||||
Repurchase and cancellation of Common Stock | (217,687) | (217,687) | |||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 6,000 | ||||
Issuance of Common Stock from the exercise of options | 68 | 68 | |||
Ending balance (in shares) at Mar. 31, 2023 | 203,723,000 | ||||
Ending balance at Mar. 31, 2023 | $ 1,563,924 | $ 21 | 2,667,424 | (62,855) | (1,040,666) |
Beginning balance (in shares) at Dec. 31, 2023 | 189,967,135 | 189,967,000 | |||
Beginning balance at Dec. 31, 2023 | $ 1,261,250 | $ 20 | 2,089,091 | (52,768) | (775,093) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 56,240 | 56,240 | |||
Other comprehensive income (loss) | 7,992 | 7,992 | |||
Withholding taxes on net share settlement of stock-based compensation | (14,524) | (14,524) | |||
Common Stock-based award activity (in shares) | 628,000 | ||||
Common Stock-based award activity | 9,099 | 9,099 | |||
Issuance of Common Stock from the exercise of options (in shares) | 3,000 | ||||
Issuance of Common Stock from the exercise of options | $ 69 | 69 | |||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 631,174 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 190,598,309 | 190,598,000 | |||
Ending balance at Mar. 31, 2024 | $ 1,320,126 | $ 20 | $ 2,083,735 | $ (44,776) | $ (718,853) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net income | $ 56,240 | $ 210,884 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 92,828 | 76,329 |
Provision for credit losses | 11,807 | 8,803 |
Gain on sale of discontinued operations | 0 | (176,078) |
Gain on sale of rental equipment and other property, plant and equipment | (5,677) | (3,396) |
Amortization of debt discounts and debt issuance costs | 2,947 | 2,743 |
Stock-based compensation expense | 9,099 | 8,150 |
Deferred income tax expense | 8,811 | 63,699 |
Loss on settlement of foreign currency forward contract | 0 | 7,715 |
Unrealized currency losses (gains), net | 46 | (1,042) |
Other | 1,030 | 1,087 |
Changes in operating assets and liabilities: | ||
Trade receivables | (8,099) | (10,954) |
Inventories | (366) | (350) |
Prepaid expenses and other assets | 1,914 | (3,049) |
Operating lease assets and liabilities | 282 | 345 |
Accounts payable and other accrued expenses | 30,414 | (32,694) |
Deferred revenue and customer deposits | 7,400 | (3,427) |
Net cash provided by operating activities | 208,676 | 148,765 |
Investing activities: | ||
Acquisitions, net of cash acquired | (43,399) | (78,503) |
Purchase of rental equipment and refurbishments | (72,417) | (47,128) |
Proceeds from sale of rental equipment | 14,195 | 7,781 |
Purchase of property, plant and equipment | (6,554) | (6,736) |
Proceeds from the sale of property, plant and equipment | 0 | 258 |
Purchase of investments | (2,792) | 0 |
Proceeds from sale of discontinued operations | 0 | 403,992 |
Payment for settlement of foreign currency forward contract | 0 | (7,715) |
Net cash (used in) provided by investing activities | (110,967) | 271,949 |
Financing activities: | ||
Receipts from borrowings | 123,585 | 363,800 |
Repayment of borrowings | (199,925) | (558,300) |
Principal payments on finance lease obligations | (4,827) | (3,499) |
Receipts from issuance of Common Stock from the exercise of options | 69 | 68 |
Repurchase and cancellation of Common Stock | 0 | (215,098) |
Taxes paid on employee stock awards | (14,524) | (10,058) |
Net cash used in financing activities | (95,622) | (423,087) |
Effect of exchange rate changes on cash and cash equivalents | 102 | 517 |
Net change in cash and cash equivalents | 2,189 | (1,856) |
Cash and cash equivalents at the beginning of the period | 10,958 | 17,774 |
Cash and cash equivalents at the end of the period | 13,147 | 15,918 |
Supplemental cash flow information: | ||
Interest paid, net | 43,179 | 39,570 |
Income taxes paid, net | 952 | 5,653 |
Capital expenditures accrued or payable | $ 15,844 | $ 17,786 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented. Subsidiaries are fully consolidated from the dat e of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Segment Reporting In January 2024, the Company completed the unification of its go-to market structure by integrating its modular and storage divisions under a single leadership team organized by geography, achieving local product unification within each metropolitan statistical area and the ability to consistently deliver its portfolio of solutions to its entire customer base. In connection with this change in operating model, the Company realigned the composition of its operating and reportable segments to reflect how its Chief Operating Decision Maker reviews financial information to allocate resources to and assess performance of the segments. As a result, the Company concluded that its two operating segments (US and Other North America) are aggregated into one reportable segment as the operating segments share similar economic characteristics (e.g., comparable gross margins and comparable adjusted earnings before interest, taxes, depreciation and amortization margins) and similar qualitative characteristics as the operating segments offer similar products and services to similar customers, use similar methods to distribute products and are subject to similar competitive risks. Reclassifications Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. 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. The Company is currently evaluating the impact of ASU 2023-07 on its segment disclosures. 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. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Asset Acquisition During the three months ended March 31, 2024, the Company acquired certain assets and liabilities of one local storage and modular company, which consisted primarily of approximately 60 storage units and 800 modular units, for $43.4 million in cash, net of cash acquired. As of the acquisition date, the fair value of rental equipment acquired was $39.7 million. Integration Costs The Company recorded $2.9 million and $3.9 million in integration costs related to business combinations, asset acquisitions, and the merger of WillScot Corporation and Mobile Mini, Inc. within selling, general and administrative expense ("SG&A") during the three months ended March 31, 2024 and 2023, respectively. Entry into an Agreement to Acquire McGrath RentCorp On January 28, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with McGrath RentCorp ("McGrath"). Upon consummation of the merger, each outstanding share of McGrath common stock shall be converted into the right to receive either (i) $123.00 in cash or (ii) 2.8211 shares of the Company’s common stock. Under the terms of the Merger Agreement, the Company expects McGrath’s shareholders will own approximately 12.6% of the Company following the McGrath acquisition. The McGrath acquisition has been approved by the Company's and McGrath’s respective boards of directors. The McGrath acquisition is subject to the satisfaction or waiver of certain customary closing conditions, including receipt of regulatory approval and approval by McGrath’s shareholders, and is expected to close in 2024. In connection with the Merger Agreement, the Company entered into a commitment letter dated January 28, 2024, which was amended and restated on February 12, 2024 and modified by a Notice of Reduction of Bridge Commitments on February 27, 2024 (the "Commitment Letter"), pursuant to which certain financial institutions have committed to make available, in accordance with the terms of the Commitment Letter, (i) a $500 million eight-year senior secured bridge credit facility, (ii) a $500 million five-year senior secured bridge credit facility and (iii) an upsize to Williams Scotsman, Inc.'s ("WSI") existing $3.7 billion ABL Facility (as defined below) by $750 million to $4.5 billion to repay McGrath's existing unsecured revolving lines of credit and notes, fund the cash portion of the consideration, and pay the fees, costs and expenses incurred in connection with the McGrath acquisition and the related transactions. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Discontinued Operations | Discontinued Operations 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 2023 condensed consolidated statement of operations. The following table presents the results of the former UK Storage Solutions segment as reported in income from discontinued operations within the condensed consolidated statement of operations. (in thousands) Three Months Ended March 31, 2023 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 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 three months ended March 31, 2023 . For the three months ended March 31, 2023 , significant investing items related to the former UK Storage Solutions segment were as follows: Three Months Ended March 31, (in thousands) 2023 Investing activities of discontinued operations: Proceeds from sale of rental equipment $ 514 Purchases of rental equipment and refurbishments $ (371) Proceeds from sale of property, plant and equipment $ 8 Purchases of property, plant and equipment $ (64) |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Disaggregation Geographic Areas The Company had total revenue in the following geographic areas for the three months ended March 31, 2024 and 2023 as follows: Three Months Ended (in thousands) 2024 2023 US $ 553,433 $ 533,174 Canada 26,532 26,941 Mexico 7,216 5,353 Total revenues $ 587,181 $ 565,468 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 value-added products and services ("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 three months ended March 31, 2024 and 2023 was as follows: Three Months Ended (in thousands) 2024 2023 Modular space leasing revenue $ 252,147 $ 224,470 Portable storage leasing revenue 91,449 97,315 VAPS and third party leasing revenues (a) 96,314 94,126 Other leasing-related revenue (b) 20,691 24,040 Leasing revenue 460,601 439,951 Delivery and installation revenue 100,362 106,630 Total leasing and services revenue 560,963 546,581 New unit sales revenue 13,499 10,657 Rental unit sales revenue 12,719 8,230 Total revenues $ 587,181 $ 565,468 (a) Includes $7.5 million and $5.6 million of service revenue for the three months ended March 31, 2024 and 2023, respectively. (b) Includes primarily damage billings, delinquent payment charges, and other processing fees. Leasing and Services Revenue The majority of revenue (77% for both the three months ended March 31, 2024 and 2023) was generated by lease income subject to the guidance of Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASC 842"). The remaining revenue was generated by performance obligations in contracts with customers for services or the sale of units subject to the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Receivables and Credit Losses The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 842 and ASC 606, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues. Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets. The Company 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. The Company's estimates reflect changing circumstances, and the Company may be required to increase or decrease its allowance. Activity in the allowance for credit losses was as follows: Three Months Ended (in thousands) 2024 2023 Balance at beginning of period $ 81,656 $ 57,048 Provision for credit losses, net of recoveries 11,807 8,803 Write-offs (7,055) (4,537) Foreign currency translation and other 10 88 Balance at end of period $ 86,418 $ 61,402 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 March 31, 2024 and December 31, 2023, the Company had approximately $125.7 million and $124.1 million , respectively, of deferred revenue related to services billed in advance. During the three months ended March 31, 2024, $27.6 million 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 for 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 Compa ny has elected to utilize the optional disclosure exemption 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 expedient to omit disclosure of such amounts. The primary costs to obtain contracts fo r new and rental unit sales with the Company's customers are commissions. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases As of March 31, 2024, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2024 (remaining) $ 51,089 $ 18,625 2025 68,675 24,492 2026 55,077 24,235 2027 43,761 20,987 2028 32,626 23,479 Thereafter 53,796 24,916 Total lease payments 305,024 136,734 Less: interest (45,190) (18,347) Present value of lease liabilities $ 259,834 $ 118,387 Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets. The Company’s lease activity during the three months ended March 31, 2024 and 2023 was as follows: (in thousands) Three Months Ended March 31, Financial Statement Line 2024 2023 Finance Lease Expense Amortization of finance lease assets $ 3,267 $ 3,761 Interest on obligations under finance leases 1,441 759 Total finance lease expense $ 4,708 $ 4,520 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 328 $ 420 Selling, general and administrative 19,292 15,717 Short-term lease expense Cost of leasing and services 7,657 6,654 Selling, general and administrative 305 440 Lease impairment expense and other related charges — 22 Variable lease expense Cost of leasing and services 271 1,026 Selling, general and administrative 2,692 2,474 Lease impairment expense and other related charges 746 — Total operating lease expense $ 31,291 $ 26,753 Supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 was as follows: (in thousands) Three Months Ended March 31, Supplemental Cash Flow Information 2024 2023 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 19,797 $ 16,693 Operating cash outflows from finance leases $ 1,445 $ 728 Financing cash outflows from finance leases $ 4,827 $ 3,446 Right of use assets obtained in exchange for lease obligations $ 32,784 $ 8,741 Assets obtained in exchange for finance leases $ 6,145 $ 8,913 Weighted average remaining operating lease terms and the weighted average discount rates as of March 31, 2024 and December 31, 2023 were as follows: Lease Terms and Discount Rates March 31, 2024 December 31, 2023 Weighted average remaining lease term - operating leases 5.3 years 5.4 years Weighted average discount rate - operating leases 5.9 % 5.9 % Weighted average remaining lease term - finance leases 4.9 years 5.0 years Weighted average discount rate - finance leases 4.9 % 4.8 % |
Leases | Leases As of March 31, 2024, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2024 (remaining) $ 51,089 $ 18,625 2025 68,675 24,492 2026 55,077 24,235 2027 43,761 20,987 2028 32,626 23,479 Thereafter 53,796 24,916 Total lease payments 305,024 136,734 Less: interest (45,190) (18,347) Present value of lease liabilities $ 259,834 $ 118,387 Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets. The Company’s lease activity during the three months ended March 31, 2024 and 2023 was as follows: (in thousands) Three Months Ended March 31, Financial Statement Line 2024 2023 Finance Lease Expense Amortization of finance lease assets $ 3,267 $ 3,761 Interest on obligations under finance leases 1,441 759 Total finance lease expense $ 4,708 $ 4,520 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 328 $ 420 Selling, general and administrative 19,292 15,717 Short-term lease expense Cost of leasing and services 7,657 6,654 Selling, general and administrative 305 440 Lease impairment expense and other related charges — 22 Variable lease expense Cost of leasing and services 271 1,026 Selling, general and administrative 2,692 2,474 Lease impairment expense and other related charges 746 — Total operating lease expense $ 31,291 $ 26,753 Supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 was as follows: (in thousands) Three Months Ended March 31, Supplemental Cash Flow Information 2024 2023 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 19,797 $ 16,693 Operating cash outflows from finance leases $ 1,445 $ 728 Financing cash outflows from finance leases $ 4,827 $ 3,446 Right of use assets obtained in exchange for lease obligations $ 32,784 $ 8,741 Assets obtained in exchange for finance leases $ 6,145 $ 8,913 Weighted average remaining operating lease terms and the weighted average discount rates as of March 31, 2024 and December 31, 2023 were as follows: Lease Terms and Discount Rates March 31, 2024 December 31, 2023 Weighted average remaining lease term - operating leases 5.3 years 5.4 years Weighted average discount rate - operating leases 5.9 % 5.9 % Weighted average remaining lease term - finance leases 4.9 years 5.0 years Weighted average discount rate - finance leases 4.9 % 4.8 % |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at the respective balance sheet dates consisted of the following: (in thousands) March 31, 2024 December 31, 2023 Raw materials $ 42,183 $ 43,071 Finished units 5,439 4,335 Inventories $ 47,622 $ 47,406 |
Rental Equipment
Rental Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Rental Equipment | Rental Equipment Rental equipment, net at the respective balance sheet dates consisted of the following: (in thousands) March 31, 2024 December 31, 2023 Modular space units $ 3,606,115 $ 3,541,451 Portable storage units 1,011,155 1,009,059 Value added products 203,988 204,933 Total rental equipment 4,821,258 4,755,443 Less: accumulated depreciation (1,421,630) (1,374,128) Rental equipment, net $ 3,399,628 $ 3,381,315 |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | Goodwill and Intangibles Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Balance at December 31, 2022 $ 1,011,429 Additions from acquisitions 164,502 Effects of movements in foreign exchange rates 704 Balance at December 31, 2023 1,176,635 Effects of movements in foreign exchange rates (663) Balance at March 31, 2024 $ 1,175,972 The Company had no goodwill impairment during the three months ended March 31, 2024 or the year ended December 31, 2023. Intangible Assets Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: March 31, 2024 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer relationships 4.3 $ 214,408 $ (91,706) $ 122,702 Technology 2.3 1,500 (938) 562 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 $ (92,644) $ 412,264 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 Amortization expense for intangible assets subject to amortization was $7.4 million and $5.9 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the expected future amortization expense for intangible assets is as follows for the years ended December 31: (in thousands) 2024 (remaining) $ 21,842 2025 29,122 2026 28,997 2027 28,684 2028 14,619 Total $ 123,264 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying value of debt outstanding at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity March 31, 2024 December 31, 2023 2025 Secured Notes 6.125% 2025 $ 523,356 $ 522,735 ABL Facility Varies 2027 1,854,428 1,929,259 2028 Secured Notes 4.625% 2028 494,766 494,500 2031 Secured Notes 7.375% 2031 493,860 493,709 Finance Leases Varies Varies 118,387 117,099 Total debt 3,484,797 3,557,302 Less: current portion of long-term debt 19,178 18,786 Total long-term debt $ 3,465,619 $ 3,538,516 Asset Backed Lending Facility On July 1, 2020, certain subsidiaries of the Company, including WSI, entered into an asset-based credit agreement. As amended on June 30, 2022, the agreement provides for revolving credit facilities in the aggregate principal amount of up 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," and together with the US Facility, the "ABL 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), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval. The ABL Facility is scheduled to mature on June 30, 2027. The applicable margin for Canadian Bankers' Acceptance rate, Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro 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% or one step up of 0.25% based on the Company's leverage ratio and excess availability from the prior quarter. The ABL Facility requires the payment of a commitment fee on the unused available borrowings of 0.20% annually. As of March 31, 2024, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.77%. Refer to Note 12 for a detailed discussion of interest rate management. On February 26, 2024, WSI entered into an amendment to the ABL Facility (the "Fifth Amendment") to, among other things, change the rate under the ABL Facility for borrowings denominated in Canadian Dollars from a Canadian Dollar Offered Rate ("CDOR")-based rate to a Canadian Overnight Repo Rate Average ("CORRA")-based rate, subject to certain adjustments specified in the ABL Facility, and to update certain other provisions regarding successor interest rates to CDOR. In connection with the Company's pending acquisition of McGrath, on February 27, 2024, WSI and certain other subsidiaries of the Company entered into an amendment to the ABL Facility (the "Sixth Amendment") to, among other things, (i) permit the incurrences of indebtedness by WSI and certain other subsidiaries of the Company to finance the McGrath acquisition; (ii) increase the maximum revolving credit facility amount to $4.5 billion; and (iii) modify the borrowing base, certain thresholds, basket sizes and default and notice triggers to account for the increased size of the business and new asset types of WSI and its subsidiaries following the McGrath acquisition. The amendments contemplated by the Sixth Amendment will not become effective until the closing of the McGrath acquisition. 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 March 31, 2024, the Line Cap was $3.2 billion and the Company had $1.3 billion of available borrowing capacity under the ABL Facility, including $1.1 billion under the US Facility and $192.3 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 swingline loans. At March 31, 2024, the available capacity was $189.0 million of letters of credit and $205.2 million of swingline loans. At March 31, 2024, letters of credit and bank guarantees carried fees of 1.625%. The Company had issued $31.0 million of standby letters of credit under the ABL Facility at March 31, 2024. The Company had approximately $1.9 billion of outstanding borrowings under the ABL Facility at March 31, 2024. Debt issuance costs of $24.8 million and $26.8 million were presented as direct reductions of the corresponding liabilities at March 31, 2024 and December 31, 2023, respectively. The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of WSI and the Company’s other subsidiaries that are borrowers or guarantors under the ABL Facility (collectively the “ABL Loan Parties”), subject to customary exclusions. Finance Leases The Company maintains finance leases primarily related to transportation-related equipment. At March 31, 2024 and December 31, 2023, obligations under finance leases were $118.4 million and $117.1 million, respectively. Refer to Note 5 for further information. The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of March 31, 2024. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | Equity Common Stock In connection with the stock compensation vesting and stock option exercises described in Note 14, the Company issued 631,174 shares of Common Stock during the three months ended March 31, 2024 . 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. 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. No shares were repurchased during the three months ended March 31, 2024 . As of March 31, 2024, $498.2 million of the authorization for future repurchases of the Common Stock remained available. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 (in thousands) Foreign currency translation Unrealized gains on hedging activities Total Balance at December 31, 2023 $ (56,031) $ 3,263 $ (52,768) Other comprehensive (loss) income before reclassifications (5,548) 18,807 13,259 Reclassifications from AOCI to income — (5,267) (5,267) Balance at March 31, 2024 $ (61,579) $ 16,803 $ (44,776) Three Months Ended March 31, 2023 (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2022 $ (70,122) $ — $ (70,122) Other comprehensive income before reclassifications 7,934 859 8,793 Reclassifications from AOCI to income — (1,526) (1,526) Balance at March 31, 2023 $ (62,188) $ (667) $ (62,855) For the three months ended March 31, 2024 and 2023, gains of $5.3 million and $1.5 million, respectively, were reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 12. Associated with these reclassifications, t he Company recorded tax benefits of $1.4 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded $17.1 million and $30.5 million of income tax expense from continuing operations for the three months ended March 31, 2024 and 2023, respectively. The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 was 23.3% and 28.6%, respectively. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives 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 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. 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 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 3.70% 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. The floating rate that the Company receives under the terms of these swap agreements was 5.33% at March 31, 2024. The location and the fair value of derivative instruments designated as hedges were as follows: (in thousands) Balance Sheet Location March 31, 2024 December 31, 2023 Cash Flow Hedges: Interest rate swaps Prepaid expenses and other current assets $ 17,214 $ 9,145 Interest rate swaps Other non-current assets $ 5,703 $ — Interest rate swaps Other non-current liabilities $ — $ (4,595) The fair value of the interest rate swaps was based on dealer quotes of market forward rates, which are Level 2 inputs on the fair value hierarchy (see Note 13), and reflected the amount that the Company would receive or pay as of March 31, 2024 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 condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 : Three Months Ended March 31, (in thousands) 2024 2023 Gain (loss) recognized in OCI $ 23,322 $ (641) Location of gain (loss) recognized in income Interest expense, net Interest expense, net Gain reclassified from AOCI into income $ (5,267) $ (1,526) |
Fair Value Measures
Fair Value Measures | 3 Months Ended |
Mar. 31, 2024 | |
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 values of cash and short-term deposits, marketable securities, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at March 31, 2024 and December 31, 2023 approximate their respective book values. The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates. The fair 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 following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs: March 31, 2024 December 31, 2023 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 2025 Secured Notes $ 523,356 $ 525,410 $ 522,735 $ 527,021 2028 Secured Notes 494,766 473,175 494,500 474,285 2031 Secured Notes 493,860 519,955 493,709 528,075 Total $ 3,366,410 $ 3,397,772 $ 3,440,203 $ 3,485,392 As of March 31, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, and the 2031 Secured Notes included $3.1 million, $5.2 million , and $6.1 million |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense includes grants of stock options, time-based restricted stock units ("Time-Based RSUs") and performance-based restricted stock units ("Performance-Based RSUs," together with Time-Based RSUs, the "RSUs"). In addition, stock-based payments to non-executive directors include grants of restricted stock awards ("RSAs"). Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot Mobile Mini's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSU's market condition. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. Restricted Stock Awards The following table summarizes the Company's RSA activity for the three months ended March 31, 2024 and 2023 : 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 28,946 $ 44.44 35,244 $ 37.17 Outstanding at end of period 28,946 $ 44.44 35,244 $ 37.17 Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million for both the three months ended March 31, 2024 and 2023. At March 31, 2024, unrecognized compensation cost related to RSAs totaled $0.2 million and was expected to be recognized over the remaining weighted average vesting period of 0.2 years. Time-Based RSUs The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31, 2024 and 2023 : 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 618,836 $ 36.07 789,779 $ 26.16 Granted 273,524 $ 48.68 213,388 $ 50.74 Forfeited (9,795) $ 44.92 (31,681) $ 33.67 Vested (223,566) $ 33.31 (281,153) $ 22.40 Outstanding at end of period 658,999 $ 42.11 690,333 $ 34.95 Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $2.3 million and $1.8 million for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, unrecognized compensation cost related to Time-Based RSUs totaled $24.7 million and was expected to be recognized over the remaining weighted average vesting period of 2.7 years. Performance-Based RSUs The following table summarizes the Company's Performance-Based RSU award activity for the three months ended March 31, 2024 and 2023 : 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 1,939,691 $ 42.95 1,894,250 $ 33.67 Granted 295,833 $ 66.60 376,826 $ 69.32 Forfeited (7,150) $ 47.70 — $ — Vested (353,323) $ 39.10 (181,319) $ 16.82 Outstanding at end of period 1,875,051 $ 47.39 2,089,757 $ 41.56 Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $6.4 million and $5.8 million for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, unrecognized compensation cost related to Performance-Based RSUs totaled $48.2 million and was expected to be recognized over the remaining weighted average vesting period of 1.8 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 the S&P 400 index at the grant date over the performance period of three years. The target number of RSUs may be adjusted from 0% to 200% based on the TSR attainment levels defined by the Company's Compensation Committee. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 200% (for performance above the 85% percentile). 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 target payout for the 555,790 Performance-Based RSUs 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 The following table summarizes the Company's stock option activity for the three months ended March 31, 2024 : WillScot Options Weighted-Average Exercise Price per Share Converted Weighted-Average Exercise Price per Share Outstanding at beginning of period 534,188 $ 13.60 829,246 $ 12.86 Exercised — $ — (3,504) $ 19.68 Outstanding at end of period 534,188 $ 13.60 825,742 $ 12.83 Fully vested and exercisable options, March 31, 2024 534,188 $ 13.60 825,742 $ 12.83 The following table summarizes the Company's stock option activity for the three months ended March 31, 2023: WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share Outstanding at beginning of period 534,188 $ 13.60 864,276 $ 12.91 Exercised — $ — (5,774) $ 11.79 Outstanding at end of period 534,188 $ 13.60 858,502 $ 12.92 Fully vested and exercisable options, March 31, 2023 534,188 $ 13.60 858,502 $ 12.92 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table reconciles the weighted average shares outstanding for the basic earnings per share calculation to the weighted average shares outstanding for the diluted earnings per share calculation: Three Months Ended March 31, (in thousands) 2024 2023 Numerator: Income from continuing operations $ 56,240 $ 76,271 Income from discontinued operations — 134,613 Net income $ 56,240 $ 210,884 Denominator: Weighted average Common Shares outstanding – basic 190,138 206,092 Dilutive effect of shares outstanding RSAs 20 27 Time-based RSUs 255 326 Performance-based RSUs 1,676 2,206 Stock Options 976 1,013 Weighted average Common Shares outstanding – dilutive 193,065 209,664 The following common shares that the Company may be obligated to issue were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive: Three Months Ended March 31, (in thousands) 2024 2023 Time-based RSUs 270 — Performance-based RSUs 661 — Total anti-dilutive shares 931 — |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income attributable to WillScot Mobile Mini | $ 56,240 | $ 210,884 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by US Generally Accepted Accounting Principles ("GAAP") for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a |
Principles of Consolidation | Subsidiaries are fully consolidated from the dat |
Segment Reporting | Segment Reporting |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. |
Recently Issued and Adopted 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. The Company is currently evaluating the impact of ASU 2023-07 on its segment disclosures. 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. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Discontinued Operations | The following table presents the results of the former UK Storage Solutions segment as reported in income from discontinued operations within the condensed consolidated statement of operations. (in thousands) Three Months Ended March 31, 2023 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 For the three months ended March 31, 2023 , significant investing items related to the former UK Storage Solutions segment were as follows: Three Months Ended March 31, (in thousands) 2023 Investing activities of discontinued operations: Proceeds from sale of rental equipment $ 514 Purchases of rental equipment and refurbishments $ (371) Proceeds from sale of property, plant and equipment $ 8 Purchases of property, plant and equipment $ (64) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company had total revenue in the following geographic areas for the three months ended March 31, 2024 and 2023 as follows: Three Months Ended (in thousands) 2024 2023 US $ 553,433 $ 533,174 Canada 26,532 26,941 Mexico 7,216 5,353 Total revenues $ 587,181 $ 565,468 The Company’s revenue by major product and service line for the three months ended March 31, 2024 and 2023 was as follows: Three Months Ended (in thousands) 2024 2023 Modular space leasing revenue $ 252,147 $ 224,470 Portable storage leasing revenue 91,449 97,315 VAPS and third party leasing revenues (a) 96,314 94,126 Other leasing-related revenue (b) 20,691 24,040 Leasing revenue 460,601 439,951 Delivery and installation revenue 100,362 106,630 Total leasing and services revenue 560,963 546,581 New unit sales revenue 13,499 10,657 Rental unit sales revenue 12,719 8,230 Total revenues $ 587,181 $ 565,468 (a) Includes $7.5 million and $5.6 million of service revenue for the three months ended March 31, 2024 and 2023, respectively. (b) Includes primarily damage billings, delinquent payment charges, and other processing fees. |
Schedule of Accounts Receivable Allowance for Credit Losses | Activity in the allowance for credit losses was as follows: Three Months Ended (in thousands) 2024 2023 Balance at beginning of period $ 81,656 $ 57,048 Provision for credit losses, net of recoveries 11,807 8,803 Write-offs (7,055) (4,537) Foreign currency translation and other 10 88 Balance at end of period $ 86,418 $ 61,402 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | As of March 31, 2024, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2024 (remaining) $ 51,089 $ 18,625 2025 68,675 24,492 2026 55,077 24,235 2027 43,761 20,987 2028 32,626 23,479 Thereafter 53,796 24,916 Total lease payments 305,024 136,734 Less: interest (45,190) (18,347) Present value of lease liabilities $ 259,834 $ 118,387 |
Schedule of Finance Lease Maturities | As of March 31, 2024, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2024 (remaining) $ 51,089 $ 18,625 2025 68,675 24,492 2026 55,077 24,235 2027 43,761 20,987 2028 32,626 23,479 Thereafter 53,796 24,916 Total lease payments 305,024 136,734 Less: interest (45,190) (18,347) Present value of lease liabilities $ 259,834 $ 118,387 |
Schedule of Lease Activity | The Company’s lease activity during the three months ended March 31, 2024 and 2023 was as follows: (in thousands) Three Months Ended March 31, Financial Statement Line 2024 2023 Finance Lease Expense Amortization of finance lease assets $ 3,267 $ 3,761 Interest on obligations under finance leases 1,441 759 Total finance lease expense $ 4,708 $ 4,520 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 328 $ 420 Selling, general and administrative 19,292 15,717 Short-term lease expense Cost of leasing and services 7,657 6,654 Selling, general and administrative 305 440 Lease impairment expense and other related charges — 22 Variable lease expense Cost of leasing and services 271 1,026 Selling, general and administrative 2,692 2,474 Lease impairment expense and other related charges 746 — Total operating lease expense $ 31,291 $ 26,753 Supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 was as follows: (in thousands) Three Months Ended March 31, Supplemental Cash Flow Information 2024 2023 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 19,797 $ 16,693 Operating cash outflows from finance leases $ 1,445 $ 728 Financing cash outflows from finance leases $ 4,827 $ 3,446 Right of use assets obtained in exchange for lease obligations $ 32,784 $ 8,741 Assets obtained in exchange for finance leases $ 6,145 $ 8,913 |
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 March 31, 2024 and December 31, 2023 were as follows: Lease Terms and Discount Rates March 31, 2024 December 31, 2023 Weighted average remaining lease term - operating leases 5.3 years 5.4 years Weighted average discount rate - operating leases 5.9 % 5.9 % Weighted average remaining lease term - finance leases 4.9 years 5.0 years Weighted average discount rate - finance leases 4.9 % 4.8 % |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at the respective balance sheet dates consisted of the following: (in thousands) March 31, 2024 December 31, 2023 Raw materials $ 42,183 $ 43,071 Finished units 5,439 4,335 Inventories $ 47,622 $ 47,406 |
Rental Equipment (Tables)
Rental Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Rental Equipment | Rental equipment, net at the respective balance sheet dates consisted of the following: (in thousands) March 31, 2024 December 31, 2023 Modular space units $ 3,606,115 $ 3,541,451 Portable storage units 1,011,155 1,009,059 Value added products 203,988 204,933 Total rental equipment 4,821,258 4,755,443 Less: accumulated depreciation (1,421,630) (1,374,128) Rental equipment, net $ 3,399,628 $ 3,381,315 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Activity | Changes in the carrying amount of goodwill were as follows: (in thousands) Balance at December 31, 2022 $ 1,011,429 Additions from acquisitions 164,502 Effects of movements in foreign exchange rates 704 Balance at December 31, 2023 1,176,635 Effects of movements in foreign exchange rates (663) Balance at March 31, 2024 $ 1,175,972 |
Schedule of Finite-Lived Intangible Assets | Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: March 31, 2024 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer relationships 4.3 $ 214,408 $ (91,706) $ 122,702 Technology 2.3 1,500 (938) 562 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 $ (92,644) $ 412,264 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 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: March 31, 2024 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Customer relationships 4.3 $ 214,408 $ (91,706) $ 122,702 Technology 2.3 1,500 (938) 562 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 $ (92,644) $ 412,264 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 |
Schedule of Future Amortization of Intangible Assets | As of March 31, 2024, the expected future amortization expense for intangible assets is as follows for the years ended December 31: (in thousands) 2024 (remaining) $ 21,842 2025 29,122 2026 28,997 2027 28,684 2028 14,619 Total $ 123,264 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying value of debt outstanding at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity March 31, 2024 December 31, 2023 2025 Secured Notes 6.125% 2025 $ 523,356 $ 522,735 ABL Facility Varies 2027 1,854,428 1,929,259 2028 Secured Notes 4.625% 2028 494,766 494,500 2031 Secured Notes 7.375% 2031 493,860 493,709 Finance Leases Varies Varies 118,387 117,099 Total debt 3,484,797 3,557,302 Less: current portion of long-term debt 19,178 18,786 Total long-term debt $ 3,465,619 $ 3,538,516 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 (in thousands) Foreign currency translation Unrealized gains on hedging activities Total Balance at December 31, 2023 $ (56,031) $ 3,263 $ (52,768) Other comprehensive (loss) income before reclassifications (5,548) 18,807 13,259 Reclassifications from AOCI to income — (5,267) (5,267) Balance at March 31, 2024 $ (61,579) $ 16,803 $ (44,776) Three Months Ended March 31, 2023 (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2022 $ (70,122) $ — $ (70,122) Other comprehensive income before reclassifications 7,934 859 8,793 Reclassifications from AOCI to income — (1,526) (1,526) Balance at March 31, 2023 $ (62,188) $ (667) $ (62,855) |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Cash Flow Hedges: Interest rate swaps Prepaid expenses and other current assets $ 17,214 $ 9,145 Interest rate swaps Other non-current assets $ 5,703 $ — Interest rate swaps Other non-current liabilities $ — $ (4,595) |
Schedule of Impact of Interest Rate Swap on Other Comprehensive Income, AOCI and Statement of Operations | The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 : Three Months Ended March 31, (in thousands) 2024 2023 Gain (loss) recognized in OCI $ 23,322 $ (641) Location of gain (loss) recognized in income Interest expense, net Interest expense, net Gain reclassified from AOCI into income $ (5,267) $ (1,526) |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Levels Used For Measurement | The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions |
Carrying Amounts and Fair Values of Financial Assets and Liabilities | The following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs: March 31, 2024 December 31, 2023 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 2025 Secured Notes $ 523,356 $ 525,410 $ 522,735 $ 527,021 2028 Secured Notes 494,766 473,175 494,500 474,285 2031 Secured Notes 493,860 519,955 493,709 528,075 Total $ 3,366,410 $ 3,397,772 $ 3,440,203 $ 3,485,392 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | The following table summarizes the Company's RSA activity for the three months ended March 31, 2024 and 2023 : 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 28,946 $ 44.44 35,244 $ 37.17 Outstanding at end of period 28,946 $ 44.44 35,244 $ 37.17 |
Schedule of Restricted Stock Units | The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31, 2024 and 2023 : 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 618,836 $ 36.07 789,779 $ 26.16 Granted 273,524 $ 48.68 213,388 $ 50.74 Forfeited (9,795) $ 44.92 (31,681) $ 33.67 Vested (223,566) $ 33.31 (281,153) $ 22.40 Outstanding at end of period 658,999 $ 42.11 690,333 $ 34.95 The following table summarizes the Company's Performance-Based RSU award activity for the three months ended March 31, 2024 and 2023 : 2024 2023 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 1,939,691 $ 42.95 1,894,250 $ 33.67 Granted 295,833 $ 66.60 376,826 $ 69.32 Forfeited (7,150) $ 47.70 — $ — Vested (353,323) $ 39.10 (181,319) $ 16.82 Outstanding at end of period 1,875,051 $ 47.39 2,089,757 $ 41.56 |
Schedule of Stock Option Awards | The following table summarizes the Company's stock option activity for the three months ended March 31, 2024 : WillScot Options Weighted-Average Exercise Price per Share Converted Weighted-Average Exercise Price per Share Outstanding at beginning of period 534,188 $ 13.60 829,246 $ 12.86 Exercised — $ — (3,504) $ 19.68 Outstanding at end of period 534,188 $ 13.60 825,742 $ 12.83 Fully vested and exercisable options, March 31, 2024 534,188 $ 13.60 825,742 $ 12.83 The following table summarizes the Company's stock option activity for the three months ended March 31, 2023: WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share Outstanding at beginning of period 534,188 $ 13.60 864,276 $ 12.91 Exercised — $ — (5,774) $ 11.79 Outstanding at end of period 534,188 $ 13.60 858,502 $ 12.92 Fully vested and exercisable options, March 31, 2023 534,188 $ 13.60 858,502 $ 12.92 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table reconciles the weighted average shares outstanding for the basic earnings per share calculation to the weighted average shares outstanding for the diluted earnings per share calculation: Three Months Ended March 31, (in thousands) 2024 2023 Numerator: Income from continuing operations $ 56,240 $ 76,271 Income from discontinued operations — 134,613 Net income $ 56,240 $ 210,884 Denominator: Weighted average Common Shares outstanding – basic 190,138 206,092 Dilutive effect of shares outstanding RSAs 20 27 Time-based RSUs 255 326 Performance-based RSUs 1,676 2,206 Stock Options 976 1,013 Weighted average Common Shares outstanding – dilutive 193,065 209,664 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common shares that the Company may be obligated to issue were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive: Three Months Ended March 31, (in thousands) 2024 2023 Time-based RSUs 270 — Performance-based RSUs 661 — Total anti-dilutive shares 931 — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 1 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Feb. 12, 2024 USD ($) | Mar. 31, 2024 USD ($) storageUnit regionalAndLocalStorageAndModularCompany blastResistantModularUnit | Mar. 31, 2023 USD ($) | Feb. 27, 2024 USD ($) | Feb. 11, 2024 USD ($) | Jan. 28, 2024 $ / shares shares | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||||
Assets and liabilities acquired, number of entities | regionalAndLocalStorageAndModularCompany | 1 | ||||||
Rental equipment, net | $ 3,399,628 | $ 3,381,315 | |||||
Mobile Mini Inc and Other Asset Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Integration costs | 2,900 | $ 3,900 | |||||
McGrath RentCorp | |||||||
Business Acquisition [Line Items] | |||||||
Amount In cash to be paid, per share (in USD per share) | $ / shares | $ 123 | ||||||
Number of fractional shares to be converted share (in shares) | shares | 2.8211 | ||||||
McGrath RentCorp | Revolving Credit Facility | Eight Year Senior Secured Bridge Credit Facility | Line of Credit | |||||||
Business Acquisition [Line Items] | |||||||
Debt, face amount | $ 500,000 | ||||||
Debt term | 8 years | ||||||
McGrath RentCorp | Revolving Credit Facility | Five Year Senior Secured Bridge Credit Facility | Line of Credit | |||||||
Business Acquisition [Line Items] | |||||||
Debt, face amount | $ 500,000 | ||||||
Debt term | 5 years | ||||||
McGrath RentCorp | Revolving Credit Facility | ABL Facility | Line of Credit | |||||||
Business Acquisition [Line Items] | |||||||
Line of credit facility | $ 4,500,000 | $ 4,500,000 | $ 3,700,000 | ||||
Additional borrowing capacity | $ 750,000 | ||||||
McGrath RentCorp | McGrath RentCorp | McGrath Shareholders | |||||||
Business Acquisition [Line Items] | |||||||
Percentage ownership | 12.60% | ||||||
Series of Individually Immaterial Asset Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses | 43,400 | ||||||
Rental equipment, net | $ 39,700 | ||||||
Series of Individually Immaterial Asset Acquisitions | Storage Unit | |||||||
Business Acquisition [Line Items] | |||||||
Number of units in real estate property acquired (approximately) | storageUnit | 60 | ||||||
Series of Individually Immaterial Asset Acquisitions | Modular Unit | |||||||
Business Acquisition [Line Items] | |||||||
Number of units in real estate property acquired (approximately) | blastResistantModularUnit | 800 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sale of discontinued operations | $ 0 | $ 176,078 | |
Tank and Pump Solutions Segment | |||
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 | United Kingdom Storage Solutions Segment | |||
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 | $ 175,708 |
Discontinued Operations - Incom
Discontinued Operations - Income From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 587,181 | $ 565,468 |
Costs of leasing and services: | ||
Gross profit | 316,888 | 323,128 |
Other operating expenses: | ||
Selling, general and administrative | 167,568 | 150,870 |
Other income, net | 631 | (3,359) |
Operating income | 129,946 | 151,647 |
Interest expense | 56,588 | 44,866 |
Gain on sale of discontinued operations | 0 | 176,078 |
Income tax expense from discontinued operations | 0 | 45,468 |
Income from discontinued operations | 0 | 134,613 |
Total Leasing And Product And Service Revenues/Costs | ||
Revenues: | ||
Total revenues | 587,181 | 565,468 |
Leasing Revenue | ||
Revenues: | ||
Leasing | 460,601 | 439,951 |
Costs of leasing and services: | ||
Leasing | 102,394 | 97,515 |
New units | ||
Revenues: | ||
Revenues | 13,499 | 10,657 |
Total revenues | 13,499 | 10,657 |
Costs of leasing and services: | ||
Cost of sales | 8,273 | 6,208 |
Rental units | ||
Revenues: | ||
Revenues | 12,719 | 8,230 |
Total revenues | 12,719 | 8,230 |
Costs of leasing and services: | ||
Cost of sales | $ 6,876 | 4,454 |
Discontinued Operations, Disposed of by Sale | United Kingdom Storage Solutions Segment | ||
Costs of leasing and services: | ||
Gross profit | 5,544 | |
Other operating 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 | |
Discontinued Operations, Disposed of by Sale | Total Leasing And Product And Service Revenues/Costs | United Kingdom Storage Solutions Segment | ||
Revenues: | ||
Total revenues | 8,694 | |
Discontinued Operations, Disposed of by Sale | Leasing Revenue | United Kingdom Storage Solutions Segment | ||
Revenues: | ||
Leasing | 6,389 | |
Costs of leasing and services: | ||
Leasing | 1,407 | |
Discontinued Operations, Disposed of by Sale | Modular Deliver and Installation | United Kingdom Storage Solutions Segment | ||
Revenues: | ||
Revenues | 1,802 | |
Costs of leasing and services: | ||
Cost of sales | 1,213 | |
Discontinued Operations, Disposed of by Sale | New units | United Kingdom Storage Solutions Segment | ||
Revenues: | ||
Revenues | 54 | |
Costs of leasing and services: | ||
Cost of sales | 38 | |
Discontinued Operations, Disposed of by Sale | Rental units | United Kingdom Storage Solutions Segment | ||
Revenues: | ||
Revenues | 449 | |
Costs of leasing and services: | ||
Cost of sales | $ 492 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flows From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investing activities of discontinued operations: | ||
Proceeds from sale of rental equipment | $ 14,195 | $ 7,781 |
Purchase of rental equipment and refurbishments | (72,417) | (47,128) |
Proceeds from the sale of property, plant and equipment | 0 | 258 |
Purchase of property, plant and equipment | $ (6,554) | (6,736) |
Discontinued Operations, Disposed of by Sale | United Kingdom Storage Solutions Segment | ||
Investing activities of discontinued operations: | ||
Proceeds from sale of rental equipment | 514 | |
Purchase of rental equipment and refurbishments | (371) | |
Proceeds from the sale of property, plant and equipment | 8 | |
Purchase of property, plant and equipment | $ (64) |
Revenue - Revenue Disaggregatio
Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 587,181 | $ 565,468 |
Modular Leasing | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 460,601 | 439,951 |
Modular space leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 252,147 | 224,470 |
Portable storage leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 91,449 | 97,315 |
VAPS and third party leasing revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 96,314 | 94,126 |
Other leasing-related revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 20,691 | 24,040 |
Total leasing and services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 560,963 | 546,581 |
Delivery and installation revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 100,362 | 106,630 |
New unit sales revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 13,499 | 10,657 |
Rental unit sales revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 12,719 | 8,230 |
VAPS service | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,500 | 5,600 |
US | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 553,433 | 533,174 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 26,532 | 26,941 |
Mexico | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 7,216 | $ 5,353 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue for removal services for lease transactions and advance billings for sale transactions | $ 125.7 | $ 124.1 | |
Recognition of previously deferred revenue for removal services for lease transactions and advance billings for sale transactions | $ 27.6 | ||
Modular Leasing | Revenues | Revenue Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 77% | 77% |
Revenue - Rollforward of Accoun
Revenue - Rollforward of Accounts and Notes Receivable, Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 81,656 | $ 57,048 |
Provision for credit losses, net of recoveries | 11,807 | 8,803 |
Write-offs | (7,055) | (4,537) |
Foreign currency translation and other | 10 | 88 |
Balance at end of period | $ 86,418 | $ 61,402 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating | ||
2024 (remaining) | $ 51,089 | |
2025 | 68,675 | |
2026 | 55,077 | |
2027 | 43,761 | |
2028 | 32,626 | |
Thereafter | 53,796 | |
Total lease payments | 305,024 | |
Less: interest | (45,190) | |
Present value of lease liabilities | 259,834 | |
Finance | ||
2024 (remaining) | 18,625 | |
2025 | 24,492 | |
2026 | 24,235 | |
2027 | 20,987 | |
2028 | 23,479 | |
Thereafter | 24,916 | |
Total lease payments | 136,734 | |
Less: interest | (18,347) | |
Present value of lease liabilities | $ 118,387 | $ 117,099 |
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 - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finance Lease Expense | ||
Amortization of finance lease assets | $ 3,267 | $ 3,761 |
Interest on obligations under finance leases | 1,441 | 759 |
Total finance lease expense | 4,708 | 4,520 |
Operating Lease Expense | ||
Total operating lease expense | 31,291 | 26,753 |
Cost of leasing and services | ||
Operating Lease Expense | ||
Fixed lease expense | 328 | 420 |
Short-term lease expense | 7,657 | 6,654 |
Variable lease expense | 271 | 1,026 |
Selling, general and administrative | ||
Operating Lease Expense | ||
Fixed lease expense | 19,292 | 15,717 |
Short-term lease expense | 305 | 440 |
Variable lease expense | 2,692 | 2,474 |
Lease impairment expense and other related charges | ||
Operating Lease Expense | ||
Short-term lease expense | 0 | 22 |
Variable lease expense | $ 746 | $ 0 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid for the amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 19,797 | $ 16,693 |
Operating cash outflows from finance leases | 1,445 | 728 |
Financing cash outflows from finance leases | 4,827 | 3,446 |
Right of use assets obtained in exchange for lease obligations | 32,784 | 8,741 |
Assets obtained in exchange for finance leases | $ 6,145 | $ 8,913 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Weighted average remaining lease term - operating leases | 5 years 3 months 18 days | 5 years 4 months 24 days |
Weighted average discount rate - operating leases | 5.90% | 5.90% |
Weighted average remaining lease term - finance leases | 4 years 10 months 24 days | 5 years |
Weighted average discount rate - finance leases | 4.90% | 4.80% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 42,183 | $ 43,071 |
Finished units | 5,439 | 4,335 |
Inventories | $ 47,622 | $ 47,406 |
Rental Equipment (Details)
Rental Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | $ 4,821,258 | $ 4,755,443 |
Less: accumulated depreciation | (1,421,630) | (1,374,128) |
Rental equipment, net | 3,399,628 | 3,381,315 |
Modular space units | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 3,606,115 | 3,541,451 |
Portable storage units | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 1,011,155 | 1,009,059 |
Value added products | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | $ 203,988 | $ 204,933 |
Goodwill and Intangibles - Good
Goodwill and Intangibles - Goodwill Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 1,176,635 | $ 1,011,429 |
Additions from acquisitions | 164,502 | |
Effects of movements in foreign exchange rates | (663) | 704 |
Goodwill, end of period | $ 1,175,972 | $ 1,176,635 |
Goodwill and Intangibles - Narr
Goodwill and Intangibles - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment loss | $ 0 | $ 0 | |
Amortization expense for intangible assets | $ 7,400,000 | $ 5,900,000 |
Goodwill and Intangibles - Sche
Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible assets subject to amortization: | ||
Accumulated amortization | $ (92,644) | $ (85,199) |
Net book value | 123,264 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Gross carrying amount | 504,908 | 504,908 |
Accumulated amortization | (92,644) | (85,199) |
Net book value | 412,264 | 419,709 |
Trade name – Mobile Mini | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 164,000 | 164,000 |
Trade name – WillScot | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | $ 125,000 | $ 125,000 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 4 years 3 months 18 days | 4 years 6 months |
Intangible assets subject to amortization: | ||
Gross carrying amount | $ 214,408 | $ 214,408 |
Accumulated amortization | (91,706) | (84,324) |
Net book value | 122,702 | 130,084 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (91,706) | $ (84,324) |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life (in years) | 2 years 3 months 18 days | 2 years 6 months |
Intangible assets subject to amortization: | ||
Gross carrying amount | $ 1,500 | $ 1,500 |
Accumulated amortization | (938) | (875) |
Net book value | 562 | 625 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Accumulated amortization | $ (938) | $ (875) |
Goodwill and Intangibles - Futu
Goodwill and Intangibles - Future Amortization (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (remaining) | $ 21,842 |
2025 | 29,122 |
2026 | 28,997 |
2027 | 28,684 |
2028 | 14,619 |
Net book value | $ 123,264 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Finance Leases | $ 118,387 | $ 117,099 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total long-term debt | Total long-term debt |
Total debt | $ 3,484,797 | $ 3,557,302 |
Less: current portion of long-term debt | 19,178 | 18,786 |
Total long-term debt | $ 3,465,619 | 3,538,516 |
Senior Notes | 2025 Secured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.125% | |
Long-term debt | $ 523,356 | 522,735 |
Senior Notes | 2028 Secured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.625% | |
Long-term debt | $ 494,766 | 494,500 |
Senior Notes | 2031 Secured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate | 7.375% | |
Long-term debt | $ 493,860 | 493,709 |
Line of Credit | ABL Facility - Multicurrency Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,854,428 | $ 1,929,259 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2024 | Feb. 27, 2024 | Feb. 12, 2024 | Feb. 11, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||||
Present value of lease liabilities | $ 118,387,000 | $ 117,099,000 | ||||
Asset Based Liability Facility Due 2027 | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Credit spread | 0.10% | |||||
Asset Based Liability Facility Due 2027 | Line of Credit | SOFR And Canadian BA Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Asset Based Liability Facility Due 2027 | Line of Credit | Base Rate And Canadian BA Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, variable rate, step down percentage | 0.25% | |||||
Debt instrument, variable rate, step up percentage | 0.25% | |||||
Asset Based Liability Facility Due 2027 | Line of Credit | Base Rate And Canadian BA Rate | Canada, Dollars | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
2031 Secured Notes | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | 6,100,000 | 6,300,000 | ||||
Revolving Credit Facility | Asset Based Liability Facility Due 2027 | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility | $ 3,700,000,000 | $ 3,200,000,000 | ||||
Commitment fee | 0.20% | |||||
Weighted average interest rate for borrowings | 5.77% | |||||
Available borrowing capacity | $ 1,300,000,000 | |||||
Letters of credit amount outstanding | 31,000,000 | |||||
Outstanding principal | 1,900,000,000 | |||||
Unamortized debt issuance costs | 24,800,000 | $ 26,800,000 | ||||
Revolving Credit Facility | Asset Based Liability Facility Due 2027 - US Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility | $ 3,300,000,000 | |||||
Available borrowing capacity | 1,100,000,000 | |||||
Revolving Credit Facility | Asset Based Liability Facility Due 2027 - Multicurrency Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility | 400,000,000 | |||||
Line of credit facility, accordion feature amount, maximum | $ 750,000,000 | |||||
Available borrowing capacity | 192,300,000 | |||||
Revolving Credit Facility | ABL Facility | Line of Credit | McGrath RentCorp | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility | $ 4,500,000,000 | $ 4,500,000,000 | $ 3,700,000,000 | |||
Letter of Credit | Asset Based Liability Facility Due 2027 | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility | $ 220,000,000 | |||||
Commitment fee | 1.625% | |||||
Available borrowing capacity | $ 189,000,000 | |||||
Swingline Loans | Asset Based Liability Facility Due 2027 | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility | 220,000,000 | |||||
Available borrowing capacity | $ 205,200,000 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | May 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of common stock from the exercise of options and warrants (in shares) | 631,174 | ||
Authorized share repurchase program | $ 1,000,000,000 | ||
Shares repurchased (in shares) | 0 | ||
Remaining authorized share repurchase program | $ 498,200,000 | ||
Reclassifications to consolidated statement of operations | 5,267,000 | $ 1,526,000 | |
Reclassifications to consolidated statement of operations, tax benefit | 1,400,000 | (400,000) | |
Unrealized gains on hedging activities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Reclassifications to consolidated statement of operations | 5,267,000 | 1,526,000 | |
Interest rate swaps | Unrealized gains on hedging activities | |||
Subsidiary, Sale of Stock [Line Items] | |||
Reclassifications to consolidated statement of operations | $ 5,300,000 | $ 1,500,000 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,261,250 | $ 1,565,300 |
Other comprehensive (loss) income before reclassifications | 13,259 | 8,793 |
Reclassifications from AOCI to income | (5,267) | (1,526) |
Ending balance | 1,320,126 | 1,563,924 |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (52,768) | (70,122) |
Ending balance | (44,776) | (62,855) |
Foreign currency translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (56,031) | (70,122) |
Other comprehensive (loss) income before reclassifications | (5,548) | 7,934 |
Reclassifications from AOCI to income | 0 | 0 |
Ending balance | (61,579) | (62,188) |
Unrealized gains on hedging activities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 3,263 | 0 |
Other comprehensive (loss) income before reclassifications | 18,807 | 859 |
Reclassifications from AOCI to income | (5,267) | (1,526) |
Ending balance | $ 16,803 | $ (667) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense from continuing operations | $ 17.1 | $ 30.5 |
Effective tax rate | 23.30% | 28.60% |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Interest rate swaps | 1 Months Ended | ||
Jan. 31, 2024 USD ($) derivativeAgreement | Jan. 31, 2023 USD ($) derivativeAgreement | Mar. 31, 2024 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Number of derivative instruments entered into | derivativeAgreement | 2 | 2 | |
Notational amount | $ | $ 500,000,000 | $ 750,000,000 | |
Fixed rate | 3.70% | 3.44% | |
Receive rate | 5.33% |
Derivatives - Location and Fair
Derivatives - Location and Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet (Details) - Interest rate swaps - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative [Line Items] | ||
Prepaid expenses and other current assets | $ 17,214 | $ 9,145 |
Other non-current assets | 5,703 | 0 |
Other non-current liabilities | $ 0 | $ (4,595) |
Derivatives - Impact of Interes
Derivatives - Impact of Interest Rate Swap (Details) - Interest rate swaps - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) recognized in OCI | $ 23,322 | $ (641) |
Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain reclassified from AOCI into income | $ (5,267) | $ (1,526) |
Fair Value Measures - Carrying
Fair Value Measures - Carrying Amounts and Fair Values of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | $ 3,366,410 | $ 3,440,203 |
Fair Value | Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 3,397,772 | 3,485,392 |
2025 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 523,356 | 522,735 |
2025 Secured Notes | Fair Value | Fair Value, Inputs, Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 525,410 | 527,021 |
2028 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 494,766 | 494,500 |
2028 Secured Notes | Fair Value | Fair Value, Inputs, Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 473,175 | 474,285 |
2031 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 493,860 | 493,709 |
2031 Secured Notes | Fair Value | Fair Value, Inputs, Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 519,955 | $ 528,075 |
Fair Value Measures - Narrative
Fair Value Measures - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
2025 Secured Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | $ 3.1 | $ 3.8 |
2028 Secured Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 5.2 | 5.5 |
2031 Secured Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 6.1 | 6.3 |
Revolving Credit Facility | Asset Based Liability Facility Due 2027 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | $ 24.8 | $ 26.8 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) - Restricted Stock Awards - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Number of Shares | |||
Outstanding beginning balance (in shares) | 28,946 | 35,244 | 35,244 |
Outstanding ending balance (in shares) | 28,946 | 28,946 | 35,244 |
Weighted-Average Grant Date Fair Value | |||
Outstanding beginning balance (in USD per share) | $ 44.44 | $ 37.17 | $ 37.17 |
Outstanding ending balance (in USD per share) | $ 44.44 | $ 44.44 | $ 37.17 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | |
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 0.3 | $ 0.3 | |
Unrecognized compensation expense for awards | $ 0.2 | ||
Unrecognized compensation expense, period for recognition | 2 months 12 days | ||
Time-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 2.3 | $ 1.8 | |
Unrecognized compensation expense for awards | $ 24.7 | ||
Unrecognized compensation expense, period for recognition | 2 years 8 months 12 days | ||
Granted (in shares) | 273,524 | 213,388 | |
Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 6.4 | $ 5.8 | |
Unrecognized compensation expense for awards | $ 48.2 | ||
Unrecognized compensation expense, period for recognition | 1 year 9 months 18 days | ||
Vesting period | 3 years | ||
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) | 295,833 | 376,826 | 555,790 |
Stock price trigger (in USD per share) | $ 47.50 | ||
Performance-based RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years 6 months | ||
Nonvested, target number (in shares) | 0 | ||
Stock price trigger (in USD per share) | $ 42.50 | ||
Performance-based RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years 9 months 18 days | ||
Nonvested, target number (in shares) | 1,333,334 | ||
Stock price trigger (in USD per share) | $ 60 |
Stock-Based Compensation - Time
Stock-Based Compensation - Time-Based RSU Award Activity (Details) - Time-based RSUs - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Number of Shares | ||
Outstanding beginning balance (in shares) | 618,836 | 789,779 |
Granted (in shares) | 273,524 | 213,388 |
Forfeited (in shares) | (9,795) | (31,681) |
Vested (in shares) | (223,566) | (281,153) |
Outstanding ending balance (in shares) | 658,999 | 690,333 |
Weighted-Average Grant Date Fair Value | ||
Outstanding beginning balance (in USD per share) | $ 36.07 | $ 26.16 |
Granted (in USD per share) | 48.68 | 50.74 |
Forfeited (in USD per share) | 44.92 | 33.67 |
Vested (in USD per share) | 33.31 | 22.40 |
Outstanding ending balance (in USD per share) | $ 42.11 | $ 34.95 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based RSU Award Activity (Details) - Performance-based RSUs - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding beginning balance (in shares) | 1,939,691 | 1,894,250 | |
Granted (in shares) | 295,833 | 376,826 | 555,790 |
Forfeited (in shares) | (7,150) | 0 | |
Vested (in shares) | (353,323) | (181,319) | |
Outstanding ending balance (in shares) | 1,875,051 | 2,089,757 | |
Weighted-Average Grant Date Fair Value | |||
Outstanding beginning balance (in USD per share) | $ 42.95 | $ 33.67 | |
Granted (in USD per share) | 66.60 | 69.32 | |
Forfeited (in USD per share) | 47.70 | 0 | |
Vested (in USD per share) | 39.10 | 16.82 | |
Outstanding ending balance (in USD per share) | $ 47.39 | $ 41.56 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
WillScot Options | ||
Options | ||
Outstanding beginning balance (in shares) | 534,188 | 534,188 |
Exercised (in shares) | 0 | 0 |
Outstanding ending balance (in shares) | 534,188 | 534,188 |
Weighted-Average Exercise Price per Share | ||
Outstanding beginning balance (in USD per share) | $ 13.60 | $ 13.60 |
Exercised (in USD per share) | 0 | 0 |
Outstanding ending balance (in USD per share) | $ 13.60 | $ 13.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Vested and exercisable stock options (in shares) | 534,188 | 534,188 |
Vested and exercisable stock options, weighted-average exercise price per share (in USD per share) | $ 13.60 | $ 13.60 |
Converted Mobile Mini Options | ||
Options | ||
Outstanding beginning balance (in shares) | 829,246 | 864,276 |
Exercised (in shares) | (3,504) | (5,774) |
Outstanding ending balance (in shares) | 825,742 | 858,502 |
Weighted-Average Exercise Price per Share | ||
Outstanding beginning balance (in USD per share) | $ 12.86 | $ 12.91 |
Exercised (in USD per share) | 19.68 | 11.79 |
Outstanding ending balance (in USD per share) | $ 12.83 | $ 12.92 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Vested and exercisable stock options (in shares) | 825,742 | 858,502 |
Vested and exercisable stock options, weighted-average exercise price per share (in USD per share) | $ 12.83 | $ 12.92 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Weighted Average Shares Outstanding (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Income from continuing operations | $ 56,240 | $ 76,271 |
Income from discontinued operations | 0 | 134,613 |
Net income basic | 56,240 | 210,884 |
Net income diluted | $ 56,240 | $ 210,884 |
Denominator: | ||
Weighted average Common Shares outstanding - basic (in shares) | 190,137,533 | 206,092,169 |
Weighted average Common Shares outstanding - dilutive (in shares) | 193,065,392 | 209,663,985 |
RSAs | ||
Denominator: | ||
Awards (in shares) | 20,000 | 27,000 |
Time-based RSUs | ||
Denominator: | ||
Awards (in shares) | 255,000 | 326,000 |
Performance-based RSUs | ||
Denominator: | ||
Awards (in shares) | 1,676,000 | 2,206,000 |
Stock Options | ||
Denominator: | ||
Awards (in shares) | 976,000 | 1,013,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Anti-dilutive securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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) | 931,000 | 0 |
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) | 270,000 | 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) | 661,000 | 0 |