Financial Data and Key Metrics Changes - In Q1 2025, total revenue was $560 million, a decline of 5% year over year due to lower volumes [15][16] - Adjusted EBITDA for the quarter was $229 million, with a margin of 40.9%, reflecting a year-over-year margin decline of 130 basis points [17] - Adjusted free cash flow amounted to $145 million at a 26% margin, which was 120 basis points higher year over year [19] Business Line Data and Key Metrics Changes - Average units on rent decreased by 5% year over year for modular and 16% for storage [15] - Total leasing revenue declined by $26 million or 6% year over year, while delivery and installation revenue fell by $12 million or 12% [16] - Value-added products and services (VAPS) represented over 17% of total revenue in the quarter, moving towards a long-term goal of 20% to 25% [18] Market Data and Key Metrics Changes - The pending order book increased by 7% year over year for both modular and storage products [7][11] - The Architectural Billings Index was reported at 44 in March, with Q1 non-residential construction square footage starts down 17% year over year [11] Company Strategy and Development Direction - 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 [8] - The focus is on margin expansion initiatives and leveraging a portfolio of growth levers valued at $2.5 billion [8] - The company is actively adding sales resources and enhancing productivity tools to drive performance across local and enterprise accounts [12][14] Management's Comments on Operating Environment and Future Outlook - Management remains cautious due to macroeconomic uncertainties but is encouraged by the order book growth and sales activity [11][24] - The company expects total revenues to improve sequentially in Q2, projecting a decline of approximately 2.5% year over year, an improvement from Q1 [22] - Management is closely monitoring the impact of tariffs and economic conditions on demand, with a proactive approach to adjust operations as needed [24][26] Other Important Information - The company successfully refinanced its 2025 senior secured notes, extending maturity to February 2030 at a fixed interest rate of 6.625% [20] - A total of $45 million was returned to shareholders through share repurchases and dividends in Q1 [21] Q&A Session Summary Question: Comments on the order book and conversion time - Management noted that quoting activity has increased by 10% year over year, with no observed changes in conversion or cancellation rates [32][34] Question: Follow-up on VAPS and average pricing - Management explained that the shift to reporting VAPS as a percentage of revenue reflects the expanded portfolio and deeper penetration across product lines [36][38] Question: Q2 top line outlook and expected volume trends - Management expects Q2 volumes to improve sequentially, particularly in the modular segment, which typically sees growth during this period [42][43] Question: Insights on retail customer segment and demand - Management indicated that there has been no change in the outlook for retail-related demand, with ongoing positive conversations with larger accounts [50][51] Question: Discussion on share repurchases versus M&A - Management reiterated a balanced approach to capital allocation, remaining active in both share repurchases and pursuing M&A opportunities as they arise [52][54] Question: Clarification on local market conditions - Management confirmed that local market conditions have not improved, and efforts are focused on internal initiatives to enhance performance [98][100]

Financial Data and Key Metrics Changes - In Q1 2025, total revenue was $560 million, a decline of 5% year over year, primarily due to lower volumes [15][16] - Adjusted EBITDA for the quarter was $229 million, with a margin of 40.9%, reflecting a year-over-year margin decline of 130 basis points [17][18] - Adjusted free cash flow amounted to $145 million at a 26% margin, which was 120 basis points higher year over year [20] Business Line Data and Key Metrics Changes - Average units on rent decreased by 5% year over year for modular and 16% for storage, aligning with expectations [15] - Total leasing revenue fell by $26 million or 6% year over year, while delivery and installation revenue decreased by $12 million or 12% [16] - Value-added products and services (VAPS) represented over 17% of total revenue, indicating growth in this segment despite a decline in consolidated units on rent [19] Market Data and Key Metrics Changes - The pending order book increased by 7% year over year for both modular and storage products, supporting expected new lease activations in Q2 [6][11] - The Architectural Billings Index was reported at 44 in March, with Q1 non-residential construction square footage starts down 17% year over year, indicating market caution [11] Company Strategy and Development Direction - 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] - There is a focus on margin expansion initiatives and leveraging a portfolio of growth levers valued at $2.5 billion [7] - The company is actively adding sales resources and enhancing productivity tools to drive performance across local and enterprise accounts [12][14] Management's Comments on Operating Environment and Future Outlook - Management remains cautious due to macroeconomic uncertainties but is encouraged by the order book growth and internal initiatives [11][14] - The company expects continued easing of volume headwinds, with modest top-line growth anticipated in the second half of the year [23][24] - Management is closely monitoring the impact of tariffs and labor market conditions on demand and operational performance [25][26] Other Important Information - The company successfully refinanced its 2025 senior secured notes, extending maturity to February 2030 at a fixed interest rate of 6.625% [20] - A total of $45 million was returned to shareholders through share repurchases and dividends in Q1 [22] Q&A Session Summary Question: Comments on the order book and conversion time - Management noted that quoting activity has increased by 10% year over year, with no observed changes in conversion or cancellation rates [34] Question: Details on VAPS and average pricing - Management explained that the shift to reporting VAPS as a percentage of revenue reflects the expanded portfolio and deeper penetration across product lines [39] Question: Q2 top line outlook and expected volume trends - Management expects Q2 revenues to improve sequentially, with no anticipated decline in volumes, particularly for modular products [44] Question: Insights on retail customer segment demand - Management indicated that there has been no change in the outlook for retail-related demand, with ongoing positive conversations with larger accounts [52] Question: Discussion on logistics and margin improvement - Management expressed optimism about logistics margins improving as in-sourcing initiatives progress and operational efficiencies are realized [70] Question: Pricing dynamics in an inflationary environment - Management believes that inflationary pressures can be beneficial, as they have the capability to pass through costs due to owning their fleet and in-house capabilities [74]

PART I Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for Q1 2025 show a slight decrease in total assets and liabilities, with revenues of **$559.6 million** and net income of **$43.1 million**, while operating cash flow remained stable at **$206.6 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Total current assets | $518,454 | $557,510 | | Total assets | $5,961,676 | $6,034,911 | | Total current liabilities | $621,368 | $585,008 | | Total liabilities | $4,950,314 | $5,016,318 | | Total shareholders' equity | $1,011,362 | $1,018,593 | Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Total revenues | $559,551 | $587,181 | | Gross profit | $300,366 | $316,888 | | Operating income | $119,434 | $129,946 | | Net income | $43,055 | $56,240 | | Diluted EPS | $0.23 | $0.29 | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $206,627 | $208,676 | | Net cash used in investing activities | $(64,955) | $(110,967) | | Net cash used in financing activities | $(139,929) | $(95,622) | | Net change in cash and cash equivalents | $1,678 | $2,189 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details the company's business operations, financial instruments, and capital allocation strategies - The company's primary business involves providing turnkey space solutions, including leasing modular spaces and portable storage, complemented by Value-Added Products (VAPS) and services across the US, Canada, and Mexico[18](index=18&type=chunk) Revenue by Geography (in thousands) | Geography | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | US | $531,046 | $553,433 | | Canada | $23,199 | $26,532 | | Mexico | $5,306 | $7,216 | | **Total** | **$559,551** | **$587,181** | - In March 2025, the company issued **$500.0 million** of 6.625% senior secured notes due 2030, using proceeds to redeem all outstanding 6.125% senior secured notes due 2025[45](index=45&type=chunk)[46](index=46&type=chunk) - The Board of Directors approved a quarterly dividend program in February 2025, declaring a dividend of **$0.07 per share**; the company also repurchased **1.1 million shares** for **$32.0 million** in Q1 2025, with **$789.8 million** remaining under authorization[51](index=51&type=chunk)[52](index=52&type=chunk)[54](index=54&type=chunk) Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net income | $43,055 | $56,240 | | Adjustments (Taxes, Interest, D&A, etc.) | $185,730 | $191,769 | | **Adjusted EBITDA** | **$228,785** | **$248,009** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reported a **4.7% decrease** in total revenues to **$559.6 million** for Q1 2025, driven by an **11.5% decrease** in average units on rent, while generating **$144.8 million** in Adjusted Free Cash Flow used for debt reduction, share repurchases, and dividends Key Operational Metrics Comparison | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Average modular space units on rent | 90,548 | 95,817 | (5,269) | | Average modular space monthly rental rate | $1,209 | $1,149 | +$60 | | Average portable storage units on rent | 110,175 | 131,014 | (20,839) | | Average portable storage monthly rental rate | $267 | $262 | +$5 | | Adjusted EBITDA (in thousands) | $228,785 | $248,009 | ($19,224) | - Total revenues decreased by **$27.6 million (4.7%)** year-over-year, primarily due to a **$26.2 million (5.7%)** drop in leasing revenue from fewer units on rent, a result of reduced demand from higher interest rates impacting non-residential construction[92](index=92&type=chunk)[95](index=95&type=chunk) - Adjusted EBITDA decreased by **$19.2 million (7.8%)** year-over-year, driven by lower leasing and delivery gross profit, partially offset by an increase in new and used unit sales gross profit[100](index=100&type=chunk) - The company generated **$144.8 million** in Adjusted Free Cash Flow, which was used to repurchase **$32.0 million** of stock, pay **$13.0 million** in dividends, and reduce debt by **$85.8 million**[92](index=92&type=chunk) - The company's principal sources of liquidity are cash from operations and its **$3.7 billion** ABL Facility, which had **$1.6 billion** of available borrowing capacity as of March 31, 2025[114](index=114&type=chunk)[116](index=116&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk from its variable-rate ABL Facility and foreign currency risk from Canadian and Mexican operations, mitigating interest rate risk with **$1.25 billion** in interest rate swap agreements - The company manages interest rate risk on its ABL Facility using swap agreements; as of March 31, 2025, swaps covered **$1.25 billion** of the **$1.5 billion** outstanding principal, fixing rates at **3.70%** and **3.44%** on respective notional amounts[127](index=127&type=chunk) - Foreign currency risk exists through operations in Canada and Mexico, which account for approximately **5%** of consolidated net revenues; a strengthening U.S. dollar could negatively impact reported revenues from these regions[128](index=128&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, 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 March 31, 2025[130](index=130&type=chunk) - No changes occurred during the quarter ended March 31, 2025, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[131](index=131&type=chunk) PART II Other Information [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings arising in the ordinary course of business, with management believing outcomes will not materially adversely affect financial position, results of operations, or cash flows - As of March 31, 2025, the company does not expect outstanding legal matters to have a material adverse effect on its financial condition or results[133](index=133&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company's risk factors remain largely unchanged from its 2024 Annual Report on Form 10-K, with an updated risk concerning trade policies and potential cost increases from tariffs on materials like steel, aluminum, and lumber - The company notes that risk factors are largely unchanged from the 2024 10-K, but provides an updated disclosure on the risk of trade policies and tariffs[134](index=134&type=chunk) - A key risk is that tariffs on imported materials (e.g., steel, lumber) could materially increase product and raw material costs, which the company may not be able to pass on to customers, potentially harming financial results[135](index=135&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2025, the company repurchased **1,094,900 shares** of Common Stock for approximately **$32.0 million**, with **$789.8 million** remaining under its **$1.0 billion** share repurchase program Share Repurchase Activity - Q1 2025 | Period | Shares Purchased (thousands) | Average Price Paid per Share | Remaining Authorization (millions) | | :--- | :--- | :--- | :--- | | Jan 2025 | — | $— | $821.8 | | Feb 2025 | — | $— | $821.8 | | Mar 2025 | 1,094.9 | $29.21 | $789.8 | - The company's share repurchase program was reset in September 2024, authorizing up to **$1.0 billion** in repurchases; as of March 31, 2025, **$789.8 million** remained available[137](index=137&type=chunk)

Q1 2025 1, 2 Brad Soultz, Chief Executive Officer of WillScot, commented "Our first quarter financial results were consistent with our expectations and support reaffirming our previously issued full year 2025 outlook. We delivered $145 million of Adjusted Free Cash Flow at a 26% margin, returned $45 million to shareholders, and progressed our acquisition pipeline. In addition to our focus on day-to-day execution, we continued investing in the business to support our medium-to-longer term margin expansion an ...

Core Insights - WillScot Holdings Corporation reported first quarter 2025 results that align with expectations, reaffirming its full-year outlook for 2025 [3][6] - The company generated $145 million in Adjusted Free Cash Flow with a margin of 26%, and returned $45 million to shareholders [3][5] - Despite macroeconomic uncertainties, the pending order book increased by 7% year-over-year, supporting anticipated lease activations in the second quarter [3][5] Financial Performance - Revenue for Q1 2025 was $559.6 million, down from $587.2 million in Q1 2024 [4][19] - Net income decreased to $43.1 million from $56.2 million year-over-year [4][20] - Adjusted EBITDA was $228.8 million, with a margin of 40.9%, compared to $248.0 million and 42.2% in the previous year [4][30] Shareholder Returns - The company returned $45 million to shareholders through share repurchases and dividends [5][6] - Approximately 1.1 million shares were repurchased for $32 million, contributing to a 3.9% reduction in outstanding shares over the past year [9][5] Capital Expenditures and Investments - WillScot invested $62 million in Net CAPEX during the first quarter, focusing on fleet expansion and new product lines [6][9] - The company maintained a strong balance sheet, with total debt at $3.6 billion and net debt at $3.6 billion [9][31] Outlook - The company reaffirmed its full-year 2025 outlook for revenue between $2.275 billion and $2.475 billion, and Adjusted EBITDA between $1 billion and $1.09 billion [8][7] - WillScot aims to achieve three-to-five-year financial milestones of $3 billion in revenue, $1.5 billion in Adjusted EBITDA, and $700 million in Adjusted Free Cash Flow [3][5]

Core Viewpoint - WillScot Holdings Corporation has declared a quarterly dividend of $0.07 per common share, which will be paid on June 18, 2025, to shareholders of record as of June 4, 2025 [1] Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, listed on the Nasdaq under the ticker symbol "WSC" [2] - The company offers a comprehensive range of products including 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 [2] - Headquartered in Phoenix, Arizona, WillScot operates approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, serving diverse customer segments across all sectors of the economy [2]

Company Overview - WillScot Holdings Corporation is a leading provider of innovative temporary space solutions in North America, listed on the Nasdaq under the ticker symbol "WSC" [2] - The company offers a comprehensive range of products including 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 [2] - Headquartered in Phoenix, Arizona, WillScot operates approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, serving diverse customer segments across all sectors of the economy [2] Upcoming Investor Conferences - WillScot will participate in several investor conferences in May 2025, including: - Barclays Americas Select Franchise Conference on May 6, 2025, in London, United Kingdom [4] - Oppenheimer 20th Annual Industrial Growth Conference on May 7, 2025, virtually [4] - Bank of America Industrials, Transportation & Airlines Key Leaders Conference on May 14, 2025, in New York, New York [4]

Core Viewpoint - WillScot Holdings Corporation will release its first quarter 2025 financial results on May 1, 2025, after market close, followed by a conference call and webcast to discuss the results [1]. Company Overview - WillScot is a leading provider of innovative temporary flexible space solutions in North America, listed on the Nasdaq under the ticker symbol "WSC" [3]. - The company offers a comprehensive range of products including 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 [3]. - Headquartered in Phoenix, Arizona, WillScot operates approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, serving diverse customer segments across all sectors of the economy [3].

Core Viewpoint - WillScot Holdings Corporation has successfully completed its Consent Solicitations for its existing Senior Secured Notes, allowing for proposed amendments to the indentures governing these notes [1][2]. Group 1: Consent Solicitations - The Consent Solicitations for the 6.625% Senior Secured Notes due 2029 and the 7.375% Senior Secured Notes due 2031 expired on March 21, 2025, at 5:00 p.m. New York City time [2]. - More than 66 2/3% of the holders of the outstanding 2029 Notes and 2031 Notes delivered valid consents, representing approximately 88% of the $500 million total outstanding principal amount of the 2029 Notes and approximately 83% of the $500 million total outstanding principal amount of the 2031 Notes [2]. Group 2: Financial Considerations - The Company will pay a total cash consideration of $500,000 to the holders of the Existing Notes who delivered valid consents, equating to approximately $0.57 per $1,000 principal amount of 2029 Notes and approximately $0.60 per $1,000 principal amount of 2031 Notes [3]. Group 3: Next Steps - Following the receipt of the requisite consents, WillScot intends to enter into supplemental indentures for the Existing Notes, which will become effective upon execution on March 24, 2025 [4]. Group 4: Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, offering a wide range of products including modular office complexes, mobile offices, and portable storage containers [6]. - The Company operates approximately 260 branch locations across the United States, Canada, and Mexico, serving diverse customer segments across various sectors of the economy [6].

Core Viewpoint - WillScot Holdings Corporation is amending the Consent Solicitations for its existing Senior Secured Notes to adopt certain amendments to the indentures governing these notes [1][2]. Group 1: Consent Solicitations - The Consent Solicitations are for holders of the 6.625% Senior Secured Notes due 2029 and the 7.375% Senior Secured Notes due 2031, with a record date of March 11, 2025 [1]. - The Consent Solicitations will expire at 5:00 p.m. New York City time on March 21, 2025, unless extended or terminated [3]. - To be effective, the Proposed Amendments require Consents from holders of at least 66 2/3% in aggregate principal amount of the outstanding notes for both series [3]. Group 2: Consent Fee - The Company will make a cash payment, termed the Consent Fee, to holders of Existing Notes who validly deliver their Consents by the Expiration Time, with an aggregate Consent Fee of $250,000 for each series [4]. - The Consent Fee for each $1,000 principal amount of Existing Notes will be calculated based on the outstanding principal amount and the amount of validly delivered Consents [4]. Group 3: Conditions and Obligations - The Company's obligation to accept Consents and pay the Consent Fee is contingent upon the satisfaction or waiver of certain conditions outlined in the Consent Solicitation Statement [5]. - Holders who do not consent to the Proposed Amendments will not receive a Consent Fee but will still be bound by the terms of the Proposed Amendments if they become effective [5]. Group 4: Company Overview - WillScot is a leading provider of innovative temporary space solutions in North America, offering a comprehensive range of products including modular office complexes and portable storage [8][9]. - The Company operates from approximately 260 branch locations across the United States, Canada, and Mexico, serving diverse customer segments across various sectors of the economy [9].