Core Idea - The article emphasizes the investment philosophy of Thomas W. Phelps, particularly his book "100 to 1 in the Stock Market," which advocates for buying exceptional companies early, holding them with discipline, and allowing compounding to generate wealth [1][4][6]. Phelps's Investment Framework - Phelps's framework focuses on identifying companies with durable advantages, such as network effects, proprietary know-how, and advantageous cost structures [8]. - The importance of verifying a large addressable market that allows for long-term compounding without hitting a wall is highlighted [8]. - Present-tense profitability is essential; Phelps preferred companies that generate cash rather than speculative ventures [8]. - The article suggests buying companies when their narratives are still forming, favoring modest valuations over those priced for perfection [8]. - A strategy of doing less is recommended, as holding onto winning investments can lead to tax deferral and reduced errors [8]. Current Investment Candidates - The article lists 25 companies that fit Phelps's criteria, categorized by how they create competitive advantages rather than by index labels [9]. - Companies in the construction and infrastructure sector, such as EMCOR Group and Quanta Services, are noted for their execution capabilities and ability to convert backlog into cash [10][11]. - Precision manufacturers like Celestica and Fabrinet are recognized for their high returns on capital and asset-light models [12]. - In network infrastructure, Arista Networks and Super Micro Computer are highlighted for their strong positions in high-speed switching and AI hardware, respectively [13]. - Companies in the materials sector, such as Martin Marietta Materials, are noted for their pricing power and local monopolies [14]. - Engineering firms like WSP Global are recognized for their expertise and customer relationships in regulated markets [15]. - Consumer brands like e.l.f. Beauty and Academy Sports are mentioned for their market share growth and operational efficiency [16]. - Specialty finance companies like FirstCash and software firms like Agilysys are noted for their cash generation and growth potential [17]. - Internationally, utilities like Sabesp and fintechs like StoneCo are highlighted for their governance and profitability improvements [18]. - UK companies like Spectris and Halma are recognized for their consistent acquisition strategies and operational excellence [19]. Conclusion - The article concludes that the focus should be on finding real engines of growth and sizing investments appropriately to endure market volatility, allowing time to enhance value [22].

PHOENIX, Sept. 08, 2025 (GLOBE NEWSWIRE) -- WillScot Holdings Corporation (“WillScot” or the “Company”) (Nasdaq: WSC), a leader in innovative temporary space solutions, today announced that it will participate in the following investor conference: D.A. Davidson Diversified Industrials & Services ConferenceDate: September 18, 2025Location: Nashville, Tennessee A live webcast link will be posted on the company’s investor website. Portfolio managers and analysts who wish to request an in-person meeting should ...

Core Viewpoint - WillScot Holdings Corporation has announced the appointment of Tim Boswell as the new CEO, effective January 1, 2026, succeeding Brad Soultz, who has significantly contributed to the company's growth during his tenure [2][4][5] Leadership Changes - Tim Boswell will join the Board of Directors upon his appointment as CEO [2] - Worthing Jackman has transitioned from non-Executive Chairman to Executive Chairman to support the new CEO and the management team [2][4] - Jeff Sagansky has been appointed as Lead Independent Director [2] Tim Boswell's Background - Tim Boswell has a 13-year history with WillScot, holding various leadership roles, including President and COO [3] - He has extensive experience in capital markets and has led strategic initiatives such as M&A, pricing, and marketing [3] Company Growth Under Previous Leadership - Under Brad Soultz's leadership, WillScot's revenues grew over 5 times, and free cash flow exceeded $500 million [4] - The company has transformed its financial profile significantly during Soultz's tenure [4] Future Outlook - The Board expresses confidence in Tim Boswell's ability to lead the company into its next chapter, focusing on growth and value creation for shareholders [4][5] - Worthing Jackman emphasizes the importance of the strategic plan and the expectation of continued growth under Boswell's leadership [4]

Core Insights - WillScot reported Q2 2025 results with a miss on adjusted earnings per share at $0.27, while GAAP revenue slightly exceeded forecasts at $589 million, surpassing consensus by $1.51 million [1][5] - Adjusted EBITDA decreased to $249 million from $264 million year-over-year, indicating margin pressure and lower volumes in core leasing activities despite resilient cash generation [1][5] Financial Performance - Non-GAAP EPS was $0.27, down 30.8% from $0.39 in Q2 2024 [2] - GAAP revenue was $589 million, a decline of 2.6% from $605 million in Q2 2024 [2] - Adjusted EBITDA fell by 5.7% year-over-year to $249 million [2] - Adjusted Free Cash Flow increased slightly to $130 million, up 0.8% from $129 million in Q2 2024 [2] - Return on Invested Capital decreased to 13.8%, down 2.6 percentage points from 16.4% in Q2 2024 [2] Business Model and Strategy - WillScot operates a vast network in North America, focusing on modular office complexes and portable storage solutions, serving various industries including construction and government [3] - The company aims to maintain market leadership through product expansion, value-added services, and targeted acquisitions [4] Revenue Breakdown - Core leasing revenue declined to $443 million, a 3.4% decrease year-over-year, despite higher average monthly rates for modular space units (up 5.2%) and portable storage units (up 7.2%) [6] - Delivery and installation revenue remained stable at $108 million, but margins are under pressure due to operational investments [6] Value-Added Products and Services (VAPS) - VAPS accounted for over 17% of revenue in Q1 FY2025, including offerings like furnishings and climate controls, which are crucial for managing revenue decline [7] - Recent acquisitions in climate-controlled storage reinforce the commitment to high-value product lines [7] Operational Initiatives - WillScot implemented productivity initiatives targeting logistics and working capital, achieving a sequential expansion of adjusted EBITDA margin by 1.4 percentage points [8] - Investments in scheduling technology and in-house delivery resources are underway, although they have contributed to short-term margin pressures [8] Market Trends and Outlook - The market favors large enterprise-level projects, with all order growth in Q1 2025 coming from these accounts, while local business remains soft [9] - The acquisition pipeline is active, with $134 million spent on tuck-in deals, particularly in climate-controlled storage [10] Capital Allocation - WillScot returned $53 million to shareholders through buybacks and dividends, resulting in a 3.4% reduction in share count over the past year [11] - The company maintains robust liquidity with $1.6 billion available on its credit facility, and a net debt to adjusted EBITDA ratio of 3.6x [11] Financial Guidance - Management updated FY2025 guidance, narrowing revenue outlook to $2,300 million to $2,350 million, and adjusted EBITDA guidance to $1,000 million to $1,020 million [13] - Adjusted free cash flow is expected between $500 million and $550 million for FY2025, driven by working capital improvements [13] Market Conditions - No specific improvement is forecast for local or transactional markets in the near term, with ongoing mixed conditions across end markets [14] - The company reaffirmed long-term financial targets but remains cautious in the near term until demand strengthens [14]

Core Viewpoint - WillScot (WSC) reported a revenue decline of 2.6% year-over-year for the quarter ended June 2025, with earnings per share (EPS) also decreasing significantly compared to the previous year [1] Financial Performance - Revenue for the quarter was $589.08 million, slightly above the Zacks Consensus Estimate of $586.85 million, resulting in a surprise of +0.38% [1] - EPS was reported at $0.27, down from $0.39 in the same quarter last year, reflecting a surprise of -25% against the consensus estimate of $0.36 [1] Revenue Breakdown - Leasing revenue was $442.92 million, below the two-analyst average estimate of $452.05 million, marking a year-over-year decline of -3.4% [4] - Delivery and installation revenue reached $108.45 million, exceeding the average estimate of $98.69 million, with a slight year-over-year increase of +0.3% [4] - Total leasing and services revenue was $551.37 million, slightly above the average estimate of $550.74 million [4] - Sales revenue from rental units was $16.1 million, surpassing the average estimate of $15.82 million, but down -2.3% year-over-year [4] - Sales revenue from new units was $21.62 million, below the average estimate of $23.18 million, with a year-over-year increase of +1.1% [4] Stock Performance - WillScot's shares have returned +4.2% over the past month, outperforming the Zacks S&P 500 composite's +2.7% change [3] - The stock currently holds a Zacks Rank 4 (Sell), indicating potential underperformance relative to the broader market in the near term [3]

Core Viewpoint - WillScot (WSC) reported quarterly earnings of $0.27 per share, missing the Zacks Consensus Estimate of $0.36 per share, and down from $0.39 per share a year ago [1][2] Financial Performance - The earnings surprise for the quarter was -25.00%, with the company previously expected to post earnings of $0.28 per share but actually producing $0.24, resulting in a -14.29% surprise [2] - WillScot's revenues for the quarter ended June 2025 were $589.08 million, surpassing the Zacks Consensus Estimate by 0.38%, but down from $604.59 million year-over-year [3] Market Performance - WillScot shares have declined approximately 10% since the beginning of the year, contrasting with the S&P 500's gain of 8.2% [4] - The company's current Zacks Rank is 4 (Sell), indicating expectations of underperformance in the near future [7] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $0.43 on revenues of $604.48 million, and for the current fiscal year, it is $1.57 on revenues of $2.37 billion [8] - The outlook for the Real Estate - Operations industry, where WillScot operates, is currently in the top 32% of over 250 Zacks industries, suggesting potential for better performance compared to lower-ranked industries [9]

Financial Data and Key Metrics Changes - Adjusted EBITDA for Q2 2025 was $249 million, representing a 42.3% margin, an increase of 140 basis points sequentially [6][20] - Adjusted free cash flow was $130 million with a margin of 22.1%, up 80 basis points year over year [22] - Total revenue was $589 million, with leasing revenues at $443 million, reflecting a 3% year over year decline [18] Business Line Data and Key Metrics Changes - Modular units on rent increased by 4% year over year, while storage units on rent decreased by 1% [11][52] - Climate-controlled storage units on rent rose by 30% year over year, driven by both organic growth and acquisition [13] - Value-added products and services (VAPS) revenues increased by approximately 7% year over year for modular units and about 12% for storage units [14] Market Data and Key Metrics Changes - Demand for large projects remains strong, while smaller projects are experiencing a wait-and-see approach from customers due to economic uncertainties [8][64] - The overall order book is up about 1% year over year, with modular units on rent still showing strength [78][86] Company Strategy and Development Direction - The company is focused on enhancing enterprise account relationships and improving execution across the field sales team [10] - Continued investments in technology and process improvements are aimed at optimizing customer experience and unlocking working capital opportunities [7][15] - The company aims to achieve $3 billion in revenue, $1.5 billion in adjusted EBITDA, and $700 million in adjusted free cash flow over the next three to five years [7] Management's Comments on Operating Environment and Future Outlook - Management expects second half demand to be below prior expectations due to uncertainties in trade and U.S. monetary policies [8] - The company is optimistic about the strategic initiatives in place and their potential to drive future success [9] - Recent tax legislation is expected to positively impact cash flow and reduce federal cash taxes significantly [28] Other Important Information - The company invested $75 million in net CapEx in Q2, a 37% increase from the previous year, focusing on refurbishments and acquisitions [23] - Share repurchases and dividends returned $53 million to shareholders during the quarter [25] Q&A Session Summary Question: Can you elaborate on the modular side and the improvements in rental rates and utilization? - Management noted that modular units on rent were up 4% year over year, with flex units specifically up 30% year over year, indicating a positive mix shift [33][34] Question: What is the outlook for the second half of the year? - Management indicated that while larger projects are performing well, smaller projects are still facing headwinds, leading to a cautious outlook for the second half [36][38] Question: Can you clarify the drivers behind the sequential margin expansion expected in Q3? - The expected margin expansion is driven by improvements in delivery and installation margins and SG&A leverage [44] Question: What is the impact of the new federal tax legislation on cash flow? - The tax legislation is expected to eliminate meaningful federal cash taxes for 2025, providing a positive cash flow impact [67][68] Question: How is the order book trending? - The order book is up 1% year over year, with strong performance in the modular business, although some seasonal dynamics are affecting storage [78][81]

Financial Performance - Q2 2025 total revenues decreased by 3% year-over-year to $589.083 million[64, 87] - Leasing revenue decreased by 3% year-over-year to $442.916 million[64, 87] - Adjusted EBITDA Margin decreased by approximately 130 bps year-over-year to 42.3%[64] - Adjusted Free Cash Flow Margin was 22% in Q2 2025 and 23.6% over the last twelve months[69, 110] - Leverage at 3.6x last-twelve-months Adjusted EBITDA of $1.029 billion[77, 103] Operational Metrics - Modular space unit average monthly rental rate increased 5% year-over-year to $1,237 in Q2 2025[58, 94] - Portable storage unit average monthly rental rate increased 7% year-over-year to $282 in Q2 2025[58, 94] - VAPS revenue increased 40 bps year-over-year to 17% of total revenue in Q2 2025[61, 94] - Average modular space units on rent declined 6% year-over-year[48] - Average portable storage units on rent declined 14% year-over-year[51] Future Outlook - The company revised its 2025 financial outlook, expecting revenue between $2.3 billion and $2.35 billion and Adjusted EBITDA between $1 billion and $1.02 billion[84]

PART I Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The financial statements for the period ended June 30, 2025, show total assets of **$6.10 billion** and a significant turnaround to **$47.9 million** net income in Q2 2025 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$6.10 billion** by June 30, 2025, driven by acquisitions and rental equipment growth, with liabilities and equity also rising Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (unaudited, in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$6,104,703** | **$6,034,911** | | Total current assets | $530,300 | $557,510 | | Rental equipment, net | $3,424,524 | $3,377,939 | | Goodwill | $1,257,264 | $1,201,353 | | **Total Liabilities** | **$5,070,108** | **$5,016,318** | | Total current liabilities | $655,705 | $585,008 | | Long-term debt | $3,672,856 | $3,683,502 | | **Total Shareholders' Equity** | **$1,034,595** | **$1,018,593** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 net income reached **$47.9 million**, a significant turnaround from a prior-year loss, despite a 2.6% revenue decrease Q2 2025 vs Q2 2024 Statement of Operations (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :--- | :--- | :--- | | Total Revenues | $589,083 | $604,590 | | Gross Profit | $296,070 | $327,118 | | Operating Income (Loss) | $126,900 | $(5,232) | | Net Income (Loss) | $47,939 | $(46,851) | | Diluted EPS | $0.26 | $(0.25) | Six Months 2025 vs 2024 Statement of Operations (in thousands, except per share amounts) | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--- | :--- | :--- | | Total Revenues | $1,148,634 | $1,191,771 | | Gross Profit | $596,436 | $644,006 | | Operating Income | $246,334 | $124,714 | | Net Income | $90,994 | $9,389 | | Diluted EPS | $0.49 | $0.05 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased to **$411.9 million** for the first six months of 2025, while investing and financing activities used substantial cash Six Months Ended June 30 Cash Flow Summary (in thousands) | Cash Flow Activity | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $411,938 | $384,287 | | Net cash used in investing activities | $(273,099) | $(193,329) | | Net cash used in financing activities | $(135,942) | $(195,662) | | **Net change in cash and cash equivalents** | **$3,849** | **$(5,034)** | - Key uses of cash in the first six months of 2025 included **$136.8 million** for acquisitions, **$157.8 million** for rental equipment purchases, **$73.2 million** for share repurchases, and **$25.6 million** for dividend payments[17](index=17&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail significant accounting policies, including **$115.6 million** in acquisitions, debt refinancing, and new capital return programs - During the first six months of 2025, the company acquired a regional provider of climate-controlled containers for **$115.6 million**, adding approximately 2,100 units and recognizing **$54.1 million** in goodwill[24](index=24&type=chunk) - In March 2025, the company issued **$500.0 million** of 6.625% senior secured notes due 2030 and used the proceeds to redeem its 6.125% notes due 2025[50](index=50&type=chunk)[51](index=51&type=chunk) - The company initiated a quarterly dividend of **$0.07 per share** in February 2025 and repurchased **2.6 million shares** for **$71.9 million** in the first half of the year[56](index=56&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Q2 2025 revenue declined 2.6% due to fewer units on rent, while net income significantly improved, and the company maintained strong liquidity and active capital allocation [Significant Developments](index=23&type=section&id=Significant%20Developments) Significant developments include **$500 million** in new debt issuance, initiation of a dividend program, share repurchases, and strategic acquisitions - Completed a private offering of **$500.0 million** of 6.625% senior secured notes due 2030, using proceeds to redeem outstanding 6.125% notes due 2025[92](index=92&type=chunk)[93](index=93&type=chunk) - Initiated a quarterly dividend program in February 2025, paying a total of **$25.6 million** in dividends during the first six months[94](index=94&type=chunk) - Acquired a regional provider of climate-controlled containers and trailers for **$115.6 million** and a local provider of clearspan solutions for **$18.2 million**[96](index=96&type=chunk)[97](index=97&type=chunk) [Consolidated Results of Operations](index=25&type=section&id=Consolidated%20Results%20of%20Operations) Q2 2025 revenues decreased 2.6% to **$589.1 million** due to fewer units on rent, despite higher rental rates, while SG&A expenses significantly declined Q2 2025 vs Q2 2024 Key Metrics | Metric | Q2 2025 (in millions) | Q2 2024 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $589.1M | $604.6M | -2.6% | | Gross Profit | $296.1M | $327.1M | -9.5% | | Net Income (Loss) | $47.9M | $(46.9)M | 202.3% | | Adjusted EBITDA | $248.9M | $263.6M | -5.6% | - The decrease in revenue was driven by a **10.3% decline** in total average units on rent (from **220,414** to **197,799**), attributed to reduced non-residential construction project starts[103](index=103&type=chunk)[104](index=104&type=chunk) - Average monthly rental rates increased year-over-year: modular space rates rose **5.2%** to **$1,237**, and portable storage rates rose **7.2%** to **$282**[105](index=105&type=chunk) [Reconciliation of Non-GAAP Financial Measures](index=30&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) Non-GAAP measures show Q2 2025 Adjusted EBITDA at **$248.9 million**, a decrease from prior year, with six-month Adjusted Free Cash Flow at **$275.1 million** Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands) | | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | | :--- | :--- | :--- | | Net income (loss) | $47,939 | $(46,851) | | Adjustments (Taxes, Interest, D&A, etc.) | $199,849 | $179,486 | | Other Adjustments (Impairment, Transaction Costs, etc.) | $1,125 | $165,490 | | **Adjusted EBITDA** | **$248,913** | **$263,576** | Adjusted Free Cash Flow (in thousands) | | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $411,938 | $384,287 | | Net CAPEX | $(168,741) | $(150,392) | | Cash paid for terminated acquisitions | — | $9,185 | | **Adjusted Free Cash Flow** | **$275,122** | **$273,963** | [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$1.6 billion** available under its ABL Facility, sufficient to meet future operating and debt obligations - As of June 30, 2025, the company had **$1.6 billion** of available borrowing capacity under its **$3.7 billion** ABL Facility[143](index=143&type=chunk) - Material cash requirements include total debt of **$3.7 billion** and operating lease obligations of **$302.8 million**[148](index=148&type=chunk)[149](index=149&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages interest rate risk on its variable-rate ABL Facility through swaps and faces foreign currency risk from international operations - The company manages interest rate risk on its ABL Facility using swap agreements covering **$1.25 billion** of notional variable-rate debt, fixing rates at **3.70%** and **3.44%**[155](index=155&type=chunk) - A **100 basis point increase** in interest rates would have increased Q2 interest expense by approximately **$0.8 million** on the unhedged portion of the ABL Facility[155](index=155&type=chunk) - Foreign currency risk exposure comes from operations in Canada and Mexico, which generate about **6%** of total revenues[156](index=156&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[158](index=158&type=chunk) - No material changes were made to the internal control over financial reporting during the quarter ended June 30, 2025[159](index=159&type=chunk) PART II Other Information [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, which management does not expect to materially impact its financial condition - The company states that ongoing legal proceedings are not expected to have a material adverse effect on its financial condition or results[161](index=161&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors, except for an expanded discussion on trade policies and potential cost increases from tariffs - A risk factor regarding trade policies has been updated to emphasize that tariffs on imported materials could materially increase costs and adversely affect business operations and financial results[162](index=162&type=chunk)[163](index=163&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **1.53 million shares** for **$39.9 million** in Q2 2025, with **$750.0 million** remaining under its repurchase program Q2 2025 Share Repurchases | Period | Shares Purchased (thousands) | Average Price Paid per Share ($) | | :--- | :--- | :--- | | April 2025 | 741.2 | $24.40 | | May 2025 | 268.2 | $27.94 | | June 2025 | 523.7 | $27.20 | | **Total Q2** | **1,533.1** | **~ $26.02** | - As of June 30, 2025, **$750.0 million** remained available under the company's **$1.0 billion** share repurchase authorization[165](index=165&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No director or Section 16 officer adopted or terminated Rule 10b5-1 trading arrangements during Q2 2025 - No director or Section 16 officer adopted or terminated a Rule 10b5-1 trading plan during the three months ended June 30, 2025[168](index=168&type=chunk)

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) [Second Quarter 2025 Performance Highlights](index=1&type=section&id=Second%20Quarter%202025%20Performance%20Highlights) WillScot reported Q2 2025 financial results broadly in line with expectations, achieving $589 million in revenue and a 42.3% Adjusted EBITDA Margin. The company deployed $134 million in tuck-in acquisitions and returned $53 million to shareholders, while narrowing its full-year 2025 outlook for revenue and Adjusted EBITDA Q2 2025 Financial Metrics | Metric | Q2 2025 | Change YoY | | :-------------------------------- | :------ | :--------- | | Revenue | $589M | -2.6% | | Net Income | $48M | N/A (vs. loss) | | Diluted EPS | $0.26 | N/A (vs. loss) | | Adjusted EBITDA | $249M | -5.5% | | Adjusted EBITDA Margin | **42.3%** | -1.3 pp | | Net cash provided by operating activities | $205M | **+16.6%** | | Adjusted Free Cash Flow | $130M | **+1.1%** | | Adjusted Free Cash Flow Margin | **22.1%** | +0.8 pp | - Leasing revenues of **$443 million** improved **2.0% sequentially** but were **3.4% below** the prior year quarter, primarily due to decreased units on rent, partially offset by increased average monthly rates (modular space units **+5.2%**, portable storage units **+7.2%**)[4](index=4&type=chunk) - Deployed approximately **$134 million** towards tuck-in acquisitions, including a leading regional climate-controlled temporary storage business, and returned **$53 million** to shareholders through share repurchases and quarterly cash dividends[3](index=3&type=chunk)[4](index=4&type=chunk) - Narrowed original FY 2025 Revenue and Adjusted EBITDA outlook ranges, reflecting the Company's macroeconomic views on the second half of 2025[4](index=4&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Brad Soultz highlighted Q2 2025 results were in line with expectations, emphasizing strong Adjusted EBITDA and Adjusted Free Cash Flow margins. He noted continued strength in larger projects despite a mixed near-term end market outlook and reiterated long-term targets of $3 billion annualized revenue, $1.5 billion Adjusted EBITDA, and $700 million Adjusted Free Cash Flow within three to five years - Q2 2025 financial results were broadly in line with expectations, achieving an Adjusted EBITDA Margin of **42.3%** and an Adjusted Free Cash Flow Margin of **22.1%**[3](index=3&type=chunk) - Deployed approximately **$134 million** towards tuck-in acquisitions and returned **$53 million** to shareholders through share repurchases and quarterly cash dividends, consistent with capital allocation framework[3](index=3&type=chunk) - While seeing strength in larger projects, the end market outlook overall remains mixed in the near term[3](index=3&type=chunk) - Targeting to achieve **$3 billion** of annualized revenue, **$1.5 billion** of Adjusted EBITDA, and **$700 million** of Adjusted Free Cash Flow in three-to-five years[3](index=3&type=chunk) [Second Quarter 2025 Financial Results](index=2&type=section&id=Second%20Quarter%202025%20Financial%20Results) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations show a significant improvement in net income for Q2 2025 compared to a net loss in Q2 2024, driven by the absence of a large impairment loss on intangible assets and reduced selling, general, and administrative expenses Condensed Consolidated Statements of Operations (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | **Revenues:** | | | | | | Leasing | $442,916 | $458,592 | $877,306 | $919,193 | | Delivery and installation | $108,452 | $108,147 | $197,113 | $208,509 | | New units sales | $21,620 | $21,378 | $44,057 | $34,877 | | Rental units sales | $16,095 | $16,473 | $30,158 | $29,192 | | **Total revenues** | **$589,083** | **$604,590** | **$1,148,634** | **$1,191,771** | | **Gross profit** | **$296,070** | **$327,118** | **$596,436** | **$644,006** | | Selling, general and administrative | $145,023 | $180,793 | $302,169 | $349,107 | | Impairment loss on intangible asset | — | $132,540 | — | $132,540 | | **Operating income (loss)** | **$126,900** | **($5,232)** | **$246,334** | **$124,714** | | Interest expense, net | $58,977 | $55,548 | $117,446 | $112,136 | | Income (loss) before income tax | $67,923 | ($60,780) | $128,888 | $12,578 | | Income tax expense (benefit) | $19,984 | ($13,929) | $37,894 | $3,189 | | **Net income (loss)** | **$47,939** | **($46,851)** | **$90,994** | **$9,389** | | Diluted earnings (loss) per share | $0.26 | ($0.25) | $0.49 | $0.05 | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet as of June 30, 2025, shows a slight increase in total assets and shareholders' equity compared to December 31, 2024, primarily driven by growth in rental equipment and goodwill from acquisitions, while total liabilities remained relatively stable Condensed Consolidated Balance Sheets (in thousands) | (in thousands) | June 30, 2025 (unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | $12,850 | $9,001 | | Total current assets | $530,300 | $557,510 | | Rental equipment, net | $3,424,524 | $3,377,939 | | Goodwill | $1,257,264 | $1,201,353 | | Total assets | **$6,104,703** | **$6,034,911** | | **Liabilities and equity** | | | | Total current liabilities | $655,705 | $585,008 | | Long-term debt | $3,672,856 | $3,683,502 | | Total liabilities | **$5,070,108** | **$5,016,318** | | Total shareholders' equity | **$1,034,595** | **$1,018,593** | | Total liabilities and shareholders' equity | **$6,104,703** | **$6,034,911** | [CFO Commentary](index=2&type=section&id=CFO%20Commentary) CFO Matt Jacobsen affirmed Q2 2025 results were consistent with outlook, highlighting sequential Adjusted EBITDA margin expansion to 42.3% and a 17% year-over-year increase in net cash from operating activities. He noted improvements in working capital and benefits from new tax legislation, leading to an updated FY 2025 Adjusted Free Cash Flow expectation of $500 million to $550 million - Achieved quarterly revenue of **$589 million** and Adjusted EBITDA of **$249 million**, with Adjusted EBITDA margin expanding sequentially by **140 basis points to 42.3%**[5](index=5&type=chunk) - Net cash provided by operating activities for the quarter was **$205 million**, up **17% year-over-year**, reflecting early benefits from increased focus on back office productivity and working capital management[5](index=5&type=chunk) - Generated Adjusted Free Cash Flow of **$130 million** at an Adjusted Free Cash Flow Margin of **22.1%**, an **80 basis points increase year-over-year**[5](index=5&type=chunk) - Narrowed Revenue outlook range to **$2,300 million to $2,350 million** and Adjusted EBITDA outlook range to **$1,000 million to $1,020 million** for FY 2025, while expecting full year Adjusted Free Cash Flow of **$500 million to $550 million** due to working capital improvements and new tax legislation[5](index=5&type=chunk) [Capitalization and Liquidity Update](index=2&type=section&id=Capitalization%20and%20Liquidity%20Update) [Capital Structure and Debt](index=2&type=section&id=Capital%20Structure%20and%20Debt) WillScot maintained strong liquidity with approximately $1.6 billion available under its revolving credit facility. Total debt stood at $3.7 billion, with a net debt to Adjusted EBITDA ratio of 3.6x, slightly increased due to acquisition timing. The company's debt structure is predominantly fixed-to-floating, with the next maturity in 2027 - Net cash provided by operating activities was **$205 million**, resulting in **$130 million** of Adjusted Free Cash Flow after Net CAPEX investments[6](index=6&type=chunk) - Invested **$75 million** of Net CAPEX, including **$85 million** for rental equipment, supporting maintenance and growth in new product lines[6](index=6&type=chunk) - Maintained availability under the asset-backed revolving credit facility of approximately **$1.6 billion**[6](index=6&type=chunk) Capital Structure and Debt Metrics | Metric | Amount | | :---------------------- | :------- | | Total debt | $3,700M | | Net debt | $3,687M | | Net Debt to Adjusted EBITDA (LTM) | **3.6x** | | Weighted average pre-tax interest rate | ~**5.8%** | | Estimated annual cash interest expense | ~**$218M** | | Debt structure (fixed-to-floating) | **87% / 13%** | [Shareholder Returns](index=3&type=section&id=Shareholder%20Returns) WillScot continued its commitment to shareholder returns by repurchasing 1.53 million shares for $40 million, contributing to a 3.4% reduction in outstanding shares over 12 months, and paid a quarterly cash dividend of $0.07 per share - Repurchased **1,533,109 shares** of Common Stock for **$40 million**, contributing to a **3.4% reduction** in outstanding share count over the 12 months ending June 30, 2025[11](index=11&type=chunk) - Paid Common Stock quarterly cash dividend of **$0.07 per share** on June 18, 2025[11](index=11&type=chunk) [2025 Full Year Outlook](index=3&type=section&id=2025%20Full%20Year%20Outlook) [2025 Full Year Outlook](index=3&type=section&id=2025%20Full%20Year%20Outlook) WillScot narrowed its full-year 2025 financial outlook, reflecting current macroeconomic views for the second half of the year, with updated ranges for Revenue, Adjusted EBITDA, and Net CAPEX 2025 Full Year Outlook | Metric | 2025 Outlook Range | | :---------------- | :----------------- | | Revenue | $2,300M - $2,350M | | Adjusted EBITDA | $1,000M - $1,020M | | Net CAPEX | $250M - $300M | [Non-GAAP Financial Measures](index=4&type=section&id=Non-GAAP%20Financial%20Measures) [Overview and Rationale](index=8&type=section&id=Overview%20and%20Rationale) WillScot utilizes non-GAAP financial measures to provide investors with additional insights into core operating performance, facilitate period-over-period comparisons, and align with internal management assessments and credit agreement definitions. However, the company acknowledges the limitations of these measures, emphasizing they should not be considered in isolation from GAAP results - Non-GAAP financial measures are used for comparison to prior periods, development of future projections, and to measure the profitability of ongoing operations and analyze business performance and trends[24](index=24&type=chunk) - Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors as they allow comparison of performance over various reporting periods on a consistent basis by removing the impact of items not reflecting core operating performance, and are used by management to assess performance[25](index=25&type=chunk) - Adjusted EBITDA has limitations as an analytical tool, as it does not reflect changes in working capital, interest expense, tax expense, capital expenditures, or the impact of non-recurring items, and may not be comparable to similarly-titled measures of other companies[26](index=26&type=chunk)[28](index=28&type=chunk) [Adjusted EBITDA and Margin](index=8&type=section&id=Adjusted%20EBITDA%20and%20Margin) Adjusted EBITDA is defined as net income (loss) adjusted for interest, taxes, depreciation, amortization, and certain non-cash or non-core operational items. The Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue, providing a profitability metric that management believes reflects core business performance - Adjusted EBITDA is defined as net income (loss) plus net interest (income) expense, income tax expense (benefit), depreciation and amortization, further adjusted to exclude certain non-cash items and transactions not related to core business operations[12](index=12&type=chunk)[25](index=25&type=chunk) Adjusted EBITDA Reconciliation (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $47,939 | ($46,851) | $90,994 | $9,389 | | Income tax expense (benefit) | $19,984 | ($13,929) | $37,894 | $3,189 | | Interest expense, net | $58,977 | $55,548 | $117,446 | $112,136 | | Depreciation and amortization | $112,632 | $93,746 | $209,724 | $186,574 | | Impairment loss on intangible asset | — | $132,540 | — | $132,540 | | **Adjusted EBITDA** | **$248,913** | **$263,576** | **$477,698** | **$511,585** | - Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue, providing a useful measure of business performance[30](index=30&type=chunk) Adjusted EBITDA Margin (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Adjusted EBITDA (A) | $248,913 | $263,576 | $477,698 | $511,585 | | Revenue (B) | $589,083 | $604,590 | $1,148,634 | $1,191,771 | | **Adjusted EBITDA Margin (A/B)** | **42.3 %** | **43.6 %** | **41.6 %** | **42.9 %** | | Gross Profit Margin (C/B) | 50.3 % | 54.1 % | 51.9 % | 54.0 % | [Net Debt to Adjusted EBITDA Ratio](index=9&type=section&id=Net%20Debt%20to%20Adjusted%20EBITDA%20Ratio) The Net Debt to Adjusted EBITDA ratio, calculated as total debt net of cash and cash equivalents divided by the last twelve months' Adjusted EBITDA, is presented as a key indicator of the company's leverage and financial health - Net Debt to Adjusted EBITDA ratio is defined as total debt, net of total cash and cash equivalents, divided by Adjusted EBITDA from the last twelve months[9](index=9&type=chunk)[31](index=31&type=chunk) Net Debt to Adjusted EBITDA Ratio (in thousands) | (in thousands) | June 30, 2025 | | :------------------------------------------ | :------------ | | Total debt | $3,699,784 | | Cash and cash equivalents | $12,850 | | **Net debt (A)** | **$3,686,934** | | Adjusted EBITDA from the last twelve months (B) | $1,029,273 | | **Net Debt to Adjusted EBITDA ratio (A/B)** | **3.6** | [Adjusted Net Income and Adjusted Diluted Earnings Per Share](index=10&type=section&id=Adjusted%20Net%20Income%20and%20Adjusted%20Diluted%20Earnings%20Per%20Share) Adjusted Net Income and Adjusted Diluted Earnings Per Share are non-GAAP measures that adjust net income (loss) for certain non-cash items and transactions not related to core business operations, providing a clearer view of underlying profitability - Adjusted net income is defined as net income (loss) plus certain non-cash items and the effect of transactions not related to core business operations, including impairment charges, restructuring costs, transaction costs, and integration costs[12](index=12&type=chunk)[32](index=32&type=chunk)[35](index=35&type=chunk) - Adjusted diluted earnings per share is defined as adjusted net income divided by adjusted diluted weighted average common shares outstanding[12](index=12&type=chunk)[32](index=32&type=chunk) Adjusted Net Income and Adjusted Diluted EPS (in thousands, except share data) | (in thousands, except share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $47,939 | ($46,851) | $90,994 | $9,389 | | Impairment loss on intangible asset | — | $132,540 | — | $132,540 | | Transaction costs from terminated acquisitions | — | $22,893 | — | $35,180 | | Estimated tax impact | ($446) | ($42,828) | ($683) | ($46,964) | | **Adjusted Net Income** | **$49,209** | **$75,043** | **$92,990** | **$143,057** | | **Adjusted Diluted Earnings Per Share** | **$0.27** | **$0.39** | **$0.50** | **$0.74** | | Weighted average diluted shares outstanding | 183,439,165 | 189,680,091 | 184,367,127 | 192,409,616 | | Adjusted Weighted Average Dilutive Shares Outstanding | 183,439,165 | 191,753,841 | 184,367,127 | 192,409,616 | [Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin](index=11&type=section&id=Adjusted%20Free%20Cash%20Flow%20and%20Adjusted%20Free%20Cash%20Flow%20Margin) Adjusted Free Cash Flow (AFCF) is defined as net cash provided by operating activities, adjusted for capital expenditures and proceeds from asset sales, excluding one-time transaction costs. AFCF Margin, calculated as AFCF divided by revenue, provides insight into the cash flow available for capital allocation and comparison against peers - Adjusted Free Cash Flow is defined as net cash provided by operating activities, less purchases of rental equipment and property, plant and equipment, plus proceeds from sale of rental equipment and property, plant and equipment, excluding one-time, nonrecurring payments for transaction costs from terminated acquisitions[12](index=12&type=chunk)[36](index=36&type=chunk) - Adjusted Free Cash Flow Margin is defined as Adjusted Free Cash Flow divided by revenue[12](index=12&type=chunk)[36](index=36&type=chunk) Adjusted Free Cash Flow and Margin (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $205,311 | $175,611 | $411,938 | $384,287 | | Purchase of rental equipment and refurbishments | ($85,269) | ($65,174) | ($157,821) | ($137,591) | | Proceeds from sale of rental equipment | $16,269 | $16,473 | $30,332 | $30,668 | | Cash paid for transaction costs from terminated acquisitions | — | $8,070 | — | $9,185 | | **Adjusted Free Cash Flow (A)** | **$130,327** | **$128,948** | **$275,122** | **$273,963** | | Revenue (B) | $589,083 | $604,590 | $1,148,634 | $1,191,771 | | **Adjusted Free Cash Flow Margin (A/B)** | **22.1 %** | **21.3 %** | **24.0 %** | **23.0 %** | [Net CAPEX](index=11&type=section&id=Net%20CAPEX) Net CAPEX represents the net capital invested in the company's rental fleet and property, plant, and equipment, calculated as total capital expenditures less proceeds from asset sales. This measure provides insight into the company's investment in its operational assets - Net CAPEX is defined as purchases of rental equipment and refurbishments and purchases of property, plant and equipment, less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment[12](index=12&type=chunk)[37](index=37&type=chunk) Net CAPEX Reconciliation (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Purchases of rental equipment and refurbishments | ($85,269) | ($65,174) | ($157,821) | ($137,591) | | Proceeds from sale of rental equipment | $16,269 | $16,473 | $30,332 | $30,668 | | **Net CAPEX for Rental Equipment** | **($69,000)** | **($48,701)** | **($127,489)** | **($106,923)** | | Purchases of property, plant and equipment | ($6,286) | ($6,247) | ($10,920) | ($12,801) | | Proceeds from sale of property, plant and equipment | $302 | $215 | $1,593 | $215 | | **Net CAPEX** | **($74,984)** | **($54,733)** | **($136,816)** | **($119,509)** | [Return on Invested Capital](index=12&type=section&id=Return%20on%20Invested%20Capital) Return on Invested Capital (ROIC) is a non-GAAP measure defined as Adjusted earnings before interest and amortization divided by Average Invested Capital. It provides insight into the long-term health and profitability of the business relative to its cost of capital - Return on Invested Capital (ROIC) is defined as Adjusted earnings before interest and amortization divided by Average Invested Capital, providing information about the long-term health and profitability of the business relative to the Company's cost of capital[12](index=12&type=chunk)[39](index=39&type=chunk) - Adjusted earnings before interest and amortization is defined as Adjusted EBITDA reduced by depreciation and estimated statutory taxes (approximately **26%**). Average Invested Capital is calculated as an average of net assets, defined as total assets less goodwill, intangible assets, net, and all non-interest bearing liabilities[39](index=39&type=chunk)[40](index=40&type=chunk) Return on Invested Capital (in thousands) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Assets | $6,104,703 | $6,048,768 | $6,104,703 | $6,048,768 | | Net Assets, as defined above | $3,203,393 | $3,212,446 | $3,203,393 | $3,212,446 | | **Average Invested Capital (A)** | **$3,185,023** | **$3,204,978** | **$3,206,541** | **$3,204,459** | | Adjusted EBITDA | $248,913 | $263,576 | $477,698 | $511,585 | | Depreciation | ($100,911) | ($86,466) | ($186,656) | ($171,849) | | Adjusted EBITA (B) | $148,002 | $177,110 | $291,042 | $339,736 | | Estimated Tax (B*C) | $38,481 | $46,049 | $74,216 | $88,331 | | Adjusted earnings before interest and amortization (D) | $109,522 | $131,061 | $216,826 | $251,405 | | **ROIC (D/A), annualized** | **13.8 %** | **16.4 %** | **13.5 %** | **15.7 %** | [Company Information](index=5&type=section&id=Company%20Information) [Conference Call Information](index=5&type=section&id=Conference%20Call%20Information) WillScot announced details for its Q2 2025 earnings conference call and webcast, scheduled for July 31, 2025, at 5:30 p.m. Eastern Time, providing access information for interested participants - WillScot hosted a conference call and webcast to discuss its second quarter 2025 results and 2025 outlook at **5:30 p.m. Eastern Time on Thursday, July 31, 2025**[14](index=14&type=chunk) - Access to the live call was available via a registration link, and a live webcast was accessible through the 'Events & Presentations' section of the Company's investor relations website[14](index=14&type=chunk) [About WillScot](index=5&type=section&id=About%20WillScot) WillScot Holdings Corporation is a leading provider of innovative temporary space solutions in North America, offering a comprehensive range of modular offices, portable storage, and related services through a vast network of branch locations across the US, Canada, and Mexico - WillScot is the premier provider of highly innovative and turnkey space solutions in North America, listed on the Nasdaq stock exchange under the ticker symbol 'WSC'[15](index=15&type=chunk) - The company's comprehensive product range includes modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings, climate-controlled units, and clearspan structures, along with furnishings and supplementary services[15](index=15&type=chunk) - Headquartered in Phoenix, Arizona, WillScot operates from approximately **260 branch locations** and additional drop lots across the United States, Canada, and Mexico, serving diverse customer segments[15](index=15&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section serves as a cautionary note regarding forward-looking statements within the news release, highlighting that such statements are predictions subject to various risks, uncertainties, and important factors that could cause actual results to differ materially from expectations. The company disclaims any obligation to update these statements - The news release contains forward-looking statements, identified by words like 'estimates,' 'expects,' 'anticipates,' and 'outlook,' which are generally not historical in nature[16](index=16&type=chunk) - Forward-looking statements are subject to numerous risks, uncertainties, assumptions, and other important factors, many outside the company's control, which could cause actual results to differ materially[16](index=16&type=chunk) - Important factors affecting actual results include the ability to acquire and integrate new assets, judge demand outlook, achieve planned synergies, execute growth strategy, manage growth, market acceptance, rising costs, potential litigation, and general economic conditions[16](index=16&type=chunk) [Additional Information & Contacts](index=5&type=section&id=Additional%20Information%20%26%20Contacts) Additional company information is available on WillScot's website, and contact details are provided for investor and media inquiries - Additional information can be found on the company's website at www.willscot.com[17](index=17&type=chunk) - Investor inquiries can be directed to Charlie Wohlhuter at investors@willscot.com, and media inquiries to Juliana Welling at juliana.welling@willscot.com[18](index=18&type=chunk)