WillScot Corporation Announces Second Quarter 2019 Results and Updates 2019 Outlook

Execution of integration and growth initiatives remains on track


BALTIMORE, Aug. 01, 2019 (GLOBE NEWSWIRE) -- WillScot Corporation (“WillScot” or the "Company") (Nasdaq: WSC) today announced its second quarter 2019 financial results.

Second Quarter 2019 Financial Highlights1,2

  • Revenues of $266.1 million, representing an 89.7% (or $125.8 million) year over year increase, driven by growth in core leasing and services revenues of $111.4 million, or 84.0%.
    • Consolidated modular space average monthly rental rate increased to $611 representing a 10.9% increase year over year. Pro forma modular space average monthly rental rates increased 15.1% year over year, driven primarily by a 16.1% year over year increase in our core Modular - US segment.
    • Consolidated modular space units on rent increased 37,779 or 69.3% year over year, driven by the ModSpace acquisition, and average modular space utilization increased 160 basis points (“bps”) year over year to 71.9%. Pro forma utilization increased 20 bps year over year in the Modular - US segment and was flat on a consolidated basis.
  • Redeemed $200.0 million of 10% 2023 senior unsecured notes and executed a $190 million add-on to the existing 6.875% 2023 senior secured notes, resulting in approximately $6.0 million of net expected annual interest expense savings, beginning June 19, 2019 and with no change to total debt outstanding in the quarter.
  • Consolidated net loss of $11.8 million includes $19.4 million of discrete costs expensed in the period related to the ModSpace integration and loss on extinguishment of debt related to the redemption of our 10% 2023 senior unsecured notes.
  • Consolidated Adjusted EBITDA of $88.7 million represents a 111.7% (or $46.8 million) year over year increase.
  • Consolidated Adjusted EBITDA margin of 33.3% increased 340 bps year over year.
 Three Months Ended
June 30,
 Six Months Ended
June 30,
(in thousands)2019 2018 2019 2018
Revenue$266,125 $140,333 $521,133 $275,084
Consolidated net (loss) income$(11,775) $379 $(22,936) $(6,456)


 Three Months Ended
June 30,
 Six Months Ended
June 30,
Adjusted EBITDA1 by Segment (in thousands)2019 2018 2019 2018
Modular - US$81,380 $38,104 $158,148 $70,716
Modular - Other North America7,347 3,812 15,087 6,692
Consolidated Adjusted EBITDA$88,727 $41,916 $173,235 $77,408

Management Commentary1,2,3

Brad Soultz, President and Chief Executive Officer of WillScot, commented, "WillScot delivered another outstanding quarter, as we continued to execute our strategy which is resulting in a complete transformation of the company.  The result of this focus is evident in our second quarter results as revenue and Adjusted EBITDA for the second quarter were up 89.7% and 111.7%, respectively, over the prior year, and our Adjusted EBITDA margin of 33.3% increased 340 basis points versus the second quarter of 2018 as a result of our increasing scale, solid synergy realization, and growing our core leasing revenue through price optimization and the continued expansion of our "Ready-to-Work" platform. Based on our strong results in the first half of the year, we are pleased to raise our 2019 outlook for full year Adjusted EBITDA to between $355 million and $365 million. We believe the growth levers driving our business are largely in management's control and our year-to-date results provide us with the confidence to achieve this updated guidance, exit 2019 with an annualized Adjusted EBITDA run rate of $400 million, and de-leverage to below 4x by the second quarter of 2020.  I would like to thank the entire WillScot organization for their continued performance and remain convicted in my view that we have the right strategy and the right team to continue to increase long term shareholder value."

Tim Boswell, Chief Financial Officer commented, "Our second quarter results exceeded our expectations both financially and operationally. Pro forma modular space average rental rates in our Modular - US segment were up 16.1% year over year, reflecting an acceleration versus the first quarter driven by former ModSpace and Acton units that are now returning and being redeployed at prices and with value added products and services ("VAPS") penetration that are exceeding our initial expectations and offsetting volumes. In Q2, this drove a very robust growth of 9.2% year over year in pro forma modular leasing revenues, setting up a run-rate that is consistent with our original expectations for the remainder of 2019 and heading into 2020. The continued performance of our leasing operations, combined with a lower emphasis on new and rental unit sale revenue, represents a higher quality revenue mix and as a result, we expect Adjusted EBITDA and Adjusted EBITDA margins to be at the high-end of our original outlook ranges. Lastly, we maintain our expectations for free cash flow and net income generation in the second half of 2019, both of which were enhanced by the refinancing of our 10% 2023 senior unsecured notes, which will result in approximately $6.0 million of annual net interest savings beginning in the third quarter."

Second Quarter 2019 Results1,2

Total consolidated revenues increased 89.7% to $266.1 million, as compared to $140.3 million in the prior year quarter. Pro forma revenues increased $4.2 million, or 1.6%.

  • Modular - US segment revenue increased 91.4% to $238.9 million, as compared to $124.8 million in the prior year quarter with core leasing and services revenues up $105.1 million, or 88.8%, year over year.
    • Modular space average monthly rental rate of $612, increased 11.5% year over year including the dilutive impacts of acquisitions. Improved pricing was driven by a combination of our price optimization tools and processes, as well as by continued growth in our “Ready to Work” solutions and increased VAPS penetration across our customer base. Pro forma modular space monthly rental rates increased 16.1% year over year.
    • Average modular space units on rent increased 34,276, or a 70.0% year over year increase, due to the ModSpace acquisition. Pro forma units on rent decreased 4.2% year over year, and pro forma utilization tightened by 20 bps year over year.
  • Modular - Other North America segment revenue increased 76.1% to $27.3 million, compared to $15.5 million in the prior year quarter, with modular space average units on rent up 63.4% and average monthly rental rate up 5.2% compared to the prior year quarter.
    • On a pro forma basis, Modular - Other North America segment modular space units on rent decreased 2.4% to 9,027 and pro forma utilization for our modular space units decreased to 56.3%, down 50 bps from 56.8%. Pro forma modular space rental rate increased 5.6% compared to the prior year quarter.

Consolidated Adjusted EBITDA of $88.7 million was up 111.7% compared to $41.9 million in the prior year quarter, and Adjusted EBITDA margins improved 340 bps year over year to 33.3%.

  • Modular - US segment Adjusted EBITDA increased 113.6% to $81.4 million, and Modular - Other North America segment Adjusted EBITDA increased $3.5 million to $7.3 million from the prior year quarter.
  • Increases in Adjusted EBITDA margins were driven primarily by a 80 bps improvement in leasing and services margins year over year as a result of continued improvement of modular space average monthly rental rates and by improved delivery and installation rates.  Additionally, we estimate that incremental cost synergies of approximately $7.5 million related to the Acton and ModSpace acquisitions were realized in the second quarter bringing total estimated synergies realized to date to approximately $21.2 million. Approximately 49% of the annualized forecasted cost synergies of over $70 million were in our run rate as of June 30, 2019. Synergy cost savings drove approximately 330 bps of Adjusted EBITDA margin expansion in the second quarter.

Consolidated net loss of $11.8 million includes $19.4 million of discrete costs expensed in the period related to the ModSpace integration and loss on extinguishment of debt related to the redemption of our 10% 2023 senior unsecured notes. The $19.4  million of discrete items include $8.2 million of integration costs, $1.2 million of restructuring costs, $2.8 million of non-cash impairment on long-lived assets associated with real estate consolidations, and a $7.2 million loss on extinguishment of debt.  The loss on extinguishment of debt included $6.2 million, or a 3.1% premium including make-whole premiums, to redeem $200.0 million in aggregate outstanding principal on our 10% 2023 senior unsecured notes, and a $1.0 million non-cash write-off of unamortized deferred financing fees. This compares to consolidated net income of $0.4 million for same period in 2018, which included $0.4 million of restructuring cost and $4.8 million of integration cost related to the Acton and Tyson acquisitions.

Capitalization and Liquidity Update

Capital expenditures increased $30.2 million, or 90.7%, to $63.5 million for the three months ended June 30, 2019, from$33.3 million for the three months ended June 30, 2018. Net capital expenditures4 also increased $22.6 million, or 76.9%, to $52.0 million for the three months ended June 30, 2019. The increase was driven primarily by increased investments in refurbishments, as well as increased spend for value-added products to drive revenue growth, partly offset by a $7.6 million increase in proceeds from the sale of rental equipment, all resulting from the 58.9% increase in fleet size following the ModSpace acquisition.

During the three months ended June 30, 2019, our total long-term debt balance was flat at $1,709.5 million as net cash provided by operating activities of $44.8 million offset net cash used in investing activities of $43.2. Within cash from operating and investing activities, $9.4 million of discrete costs related to the ModSpace integration was partly offset by $8.9 million of proceeds primarily from the sale surplus real estate.

On May 14, 2019, we executed a $190.0 million tack-on to our existing 6.875% 2023 senior secured notes and used the proceeds to repay a portion of our ABL credit agreement (the "ABL Facility").  On June 19, 2019 we redeemed all $200.0 million of our 10% 2023 senior unsecured notes using cash on hand and availability under our ABL Facility. We expect the net result of these financing transactions to provide approximately $6.0 million of annual net interest savings, beginning in the third quarter.  At June 30, 2019, we had $486.9 million of available borrowing capacity under our ABL Facility.

Updated 2019 Outlook

Management updated the Company's outlook for the full year 2019, which we previously reaffirmed on May 2, 2019. This guidance is subject to risks and uncertainties, including those described in "Forward-Looking Statements" below, and the 2019 guidance includes:

 Prior OutlookUpdated Outlook
Total revenue$1.05 billion - $1.15 billion$1.05 billion - $1.10 billion
Adjusted EBITDA1, 3$345 million - $365 million$355 million - $365 million
Net capital expenditures (after rental unit sales)4$130 million - $160 million$150 million - $160 million

1 - Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. Further information and reconciliations for these Non-GAAP measures to the most directly comparable financial measure under generally accepted accounting principles in the U.S. ("GAAP") is included at the end of this press release.

2 - The pro forma financial information and performance metrics contained in this press release include the results of WillScot and ModSpace on a pro forma basis for all periods presented. The ModSpace acquisition closed August 15, 2018.

3 - Information reconciling forward-looking Adjusted EBITDA to GAAP financial measures is unavailable to the Company without unreasonable effort and therefore no reconciliation to the most comparable GAAP measures is provided.

4 - Net capital expenditures is a non-GAAP financial measure. Please see the non-GAAP reconciliation tables included at the end of this press release.

Non-GAAP Financial Measures

This press release includes non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, pro forma revenue, and net capital expenditures. Adjusted EBITDA is defined as net income (loss) before income tax expense, net interest expense, depreciation and amortization adjusted for non-cash items considered non-core to business operations including net currency gains and losses, goodwill and other impairment charges, restructuring costs, costs to integrate acquired companies, costs incurred related to transactions, non-cash charges for stock compensation plans, and other discrete expenses.  Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Net capital expenditures is defined as capital expenditures for purchases and capitalized refurbishments of rental equipment, plus purchases of property, plant and equipment, reduced by proceeds from the sale of rental equipment. Net rental capital expenditures is defined as capital expenditures for purchases and capitalized refurbishments of rental equipment, reduced by proceeds from the sale of rental equipment.  Pro forma revenue is defined the same as revenue, but includes pre-acquisition results from ModSpace for all periods presented. WillScot believes that Adjusted EBITDA and Adjusted EBITDA margin are useful to investors because they (i) allow investors to compare performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; (ii) are used by our board of directors and management to assess our performance; (iii) may, subject to the limitations described below, enable investors to compare the performance of WillScot to its competitors; and (iv) provide additional tools for investors to use in evaluating ongoing operating results and trends. WillScot believes that pro forma revenue is useful to investors because they allow investors to compare performance of the combined Company over various reporting periods on a consistent basis WillScot believes that net capital expenditures and net rental capital expenditures provide useful additional information concerning cash flow available to meet future debt service obligations. However, Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate Adjusted EBITDA and other non-GAAP financial measures differently, and therefore WillScot’s non-GAAP financial measures may not be directly comparable to similarly-titled measures of other companies. For reconciliation of the non-GAAP measures used in this press release (except as explained below), see “Reconciliation of non-GAAP Financial Measures" included in this press release.

Information reconciling forward-looking Adjusted EBITDA to GAAP financial measures is unavailable to WillScot without unreasonable effort. We cannot provide reconciliations of forward looking Adjusted EBITDA to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted, such as the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to WillScot without unreasonable effort. Although we provide a range of Adjusted EBITDA that we believe will be achieved, we cannot accurately predict all the components of the Adjusted EBITDA calculation. WillScot provides Adjusted EBITDA guidance because we believe that Adjusted EBITDA, when viewed with our results under GAAP, provides useful information for the reasons noted above.

Conference Call Information

WillScot will host a conference call and webcast to discuss its second quarter 2019 results and outlook at 10 a.m. Eastern Time on Friday, August 2, 2019. The live call can be accessed by dialing (855) 312-9420 (US/Canada toll-free) or (210) 874-7774 (international) and asking to be connected to the WillScot call. A live webcast will also be accessible via the "Events & Presentations" section of the Company's investor relations website https://investors.willscot.com. Choose "Events" and select the information pertaining to the second quarter WillScot earnings conference call. Additionally, there will be slides accompanying the webcast. Please allow at least 15 minutes prior to the call to register, download and install any necessary software. For those unable to listen to the live broadcast, an audio webcast of the call will be available for 60 days on the Company’s investor relations website.

About WillScot Corporation

Headquartered in Baltimore, Maryland, WillScot is the public holding company for the Williams Scotsman family of companies. WillScot trades on Nasdaq under the ticker symbol "WSC," and is the specialty rental services market leader providing innovative modular space and portable storage solutions across North America. WillScot is the modular space supplier of choice for the construction, education, health care, government, retail, commercial, transportation, security and energy sectors. With over half a century of innovative history, organic growth and strategic acquisitions, WillScot serves a broad customer base from over 120 locations throughout the US, Canada and Mexico, with a fleet of over 150,000 modular space and portable storage units.

Forward-Looking Statements

This news release contains forward-looking statements (including the earnings guidance/outlook contained herein) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words “estimates,” “expects,” “anticipates,” “believes,” “forecasts,” “plans,” “intends,” “may,” “will,” “should,” “shall,” "outlook" and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Although WillScot believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance that any such forward-looking statement will materialize. Important factors that may affect actual results or outcomes include, among others, our ability to acquire and integrate new assets and operations; our ability to achieve planned synergies related to acquisitions; our ability to manage growth and execute our business plan; our estimates of the size of the markets for our products; the rate and degree of market acceptance of our products; the success of other competing modular space and portable storage solutions that exist or may become available; rising costs adversely affecting our profitability (including cost increases resulting from tariffs); potential litigation involving our Company; general economic and market conditions impacting demand for our products and services; implementation of tax reform; our ability to implement and maintain an effective system of internal controls; and such other risks and uncertainties described in the periodic reports we file with the SEC from time to time (including our Form 10-K for the year ending December 31, 2018), which are available through the SEC’s EDGAR system at www.sec.gov and on our website. Any forward-looking statement speaks only at the date which it is made, and WillScot disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

Additional information can be found on our investor relations website at http://investors.willscot.com.

Contact Information 
  
Investor Inquiries:Media Inquiries:
Mark BarbalatoScott Junk
investors@willscot.comscott.junk@willscot.com
  


WillScot Corporation
Condensed Consolidated Statements of Operations (Unaudited)
 
 Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except share and per share data)2019 2018 2019 2018
Revenues:           
Leasing and services revenue:           
Modular leasing$187,509 $101,249 $365,731 $198,511
Modular delivery and installation 56,479  31,413  106,760  57,663
Sales revenue:           
New units 11,624  5,236  26,528  12,664
Rental units 10,513  2,435  22,114  6,246
Total revenues 266,125  140,333  521,133  275,084
Costs:           
Costs of leasing and services:           
Modular leasing 55,073  27,129  102,308  54,291
Modular delivery and installation 48,468  30,127  91,811  55,648
Costs of sales:           
New units 7,999  3,704  18,877  8,691
Rental units 6,721  1,263  14,516  3,578
Depreciation of rental equipment 43,968  23,470  85,071  47,315
Gross profit 103,896  54,640  208,550  105,561
Expenses:           
Selling, general and administrative 71,623  47,734  145,108  92,948
Other depreciation and amortization 3,167  1,570  6,171  4,006
Impairment losses on long-lived assets 2,786    5,076  
Restructuring costs 1,150  449  7,103  1,077
Currency (gains) losses, net (354)  572  (670)  1,596
Other income, net (1,289)  (1,574)  (2,240)  (4,419)
Operating income 26,813  5,889  48,002  10,353
Interest expense 32,524  12,155  64,496  23,874
Loss on extinguishment of debt 7,244    7,244  
Loss from operations before income tax (12,955)  (6,266)  (23,738)  (13,521)
Income tax benefit (1,180)  (6,645)  (802)  (7,065)
Net (loss) income (11,775)  379  (22,936)  (6,456)
Net (loss) income attributable to non-controlling interest, net of tax (862)  143  (1,722)  (505)
Net (loss) income attributable to WillScot$(10,913) $236 $(21,214) $(5,951)
            
Net (loss) income per share attributable to WillScot           
Basic$(0.10) $0.00 $(0.20) $(0.08)
Diluted$(0.10) $0.00 $(0.20) $(0.08)
            
Weighted average shares           
Basic 108,693,924  78,432,274  108,609,068  77,814,456
Diluted 108,693,924  82,180,086  108,609,068  77,814,456
            


Unaudited Segment Operating Data
Three Months Ended June 30, 2019 and 2018
 
 Three Months Ended June 30, 2019
(in thousands, except for units on rent and rates)Modular - US Modular - Other North America Total
Revenue$238,861 $27,264 $266,125
Gross profit$94,829 $9,067 $103,896
Adjusted EBITDA$81,380 $7,347 $88,727
Capital expenditures for rental equipment$58,241 $2,974 $61,215
Modular space units on rent (average during the period) 83,273  9,027  92,300
Average modular space utilization rate 74.1%  56.3%  71.9%
Average modular space monthly rental rate$612 $603 $611
Portable storage units on rent (average during the period) 16,146  398  16,544
Average portable storage utilization rate 63.6%  50.8%  63.3%
Average portable storage monthly rental rate$121 $121 $121


 Three Months Ended June 30, 2018
(in thousands, except for units on rent and rates)Modular - US Modular - Other North America Total
Revenue$124,813 $15,520 $140,333
Gross profit$49,741 $4,899 $54,640
Adjusted EBITDA$38,104 $3,812 $41,916
Capital expenditures for rental equipment$30,931 $1,748 $32,679
Modular space units on rent (average during the period) 48,997  5,524  54,521
Average modular space utilization rate 72.2%  57.1%  70.3%
Average modular space monthly rental rate$549 $573 $551
Portable storage units on rent (average during the period) 13,127  369  13,496
Average portable storage utilization rate 68.5%  57.4%  68.1%
Average portable storage monthly rental rate$120 $116 $119


Six Months Ended June 30, 2019 and 2018 
  
 Six Months Ended June 30, 2019
(in thousands, except for units on rent and rates)Modular - US Modular - Other North America Total
Revenue$470,337 $50,796 $521,133
Gross profit$190,079 $18,471 $208,550
Adjusted EBITDA$158,148 $15,087 $173,235
Capital expenditures for rental equipment$108,162 $4,926 $113,088
Modular space units on rent (average during the period) 83,873  8,936  92,809
Average modular space utilization rate 74.6%  55.7%  72.2%
Average modular space monthly rental rate$594 $578 $593
Portable storage units on rent (average during the period) 16,602  404  17,006
Average portable storage utilization rate 65.4%  51.6%  65.0%
Average portable storage monthly rental rate$120 $115 $120


 Six Months Ended June 30, 2018
(in thousands, except for units on rent and rates)Modular - US Modular - Other North America Total
Revenue$246,900 $28,184 $275,084
Gross profit$96,549 $9,012 $105,561
Adjusted EBITDA$70,716 $6,692 $77,408
Capital expenditures for rental equipment$61,455 $3,308 $64,763
Modular space units on rent (average during the period) 48,841  5,487  54,328
Average modular space utilization rate 72.2%  57.0%  70.3%
Average modular space monthly rental rate$541 $557 $543
Portable storage units on rent (average during the period) 13,434  364  13,798
Average portable storage utilization rate 69.8%  56.4%  69.4%
Average portable storage monthly rental rate$118 $116 $118


WillScot Corporation
Condensed Consolidated Balance Sheets
 
(in thousands, except share data)June 30, 2019
(unaudited)
 December 31,
2018
    
Assets   
Cash and cash equivalents$5,490 $8,958
Trade receivables, net of allowances for doubtful accounts at June 30, 2019 and December 31, 2018 of $13,125 and $9,340, respectively242,730 206,502
Inventories15,215 16,218
Prepaid expenses and other current assets22,678 21,828
Assets held for sale12,906 2,841
Total current assets299,019 256,347
Rental equipment, net1,953,857 1,929,290
Property, plant and equipment, net164,759 183,750
Goodwill245,828 247,017
Intangible assets, net128,456 131,801
Other non-current assets4,357 4,280
Total long-term assets2,497,257 2,496,138
Total assets$2,796,276 $2,752,485
Liabilities and equity   
Accounts payable$96,031 $90,353
Accrued liabilities90,612 84,696
Accrued interest16,145 20,237
Deferred revenue and customer deposits83,081 71,778
Current portion of long-term debt2,026 1,959
Total current liabilities287,895 269,023
Long-term debt1,709,523 1,674,540
Deferred tax liabilities66,594 67,384
Deferred revenue and customer deposits10,210 7,723
Other non-current liabilities37,584 31,618
Long-term liabilities1,823,911 1,781,265
Total liabilities2,111,806 2,050,288
Commitments and contingencies   
Class A common stock: $0.0001 par, 400,000,000 shares authorized at June 30, 2019 and December 31, 2018; 108,699,126 and 108,508,997 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively11 11
Class B common stock: $0.0001 par, 100,000,000 shares authorized at June 30, 2019 and December 31, 2018; 8,024,419 shares issued and outstanding at June 30, 2019 and December 31, 20181 1
Additional paid-in-capital2,392,085 2,389,548
Accumulated other comprehensive loss(65,910) (68,026)
Accumulated deficit(1,704,188) (1,683,319)
Total shareholders' equity621,999 638,215
Non-controlling interest62,471 63,982
Total equity684,470 702,197
Total liabilities and equity$2,796,276 $2,752,485

Reconciliation of Non-GAAP Financial Measures

We use certain non-GAAP financial information that we believe is important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends.

We evaluate business segment performance on Adjusted EBITDA, a non-GAAP measure that excludes certain items as described in the reconciliation of our consolidated net loss to Adjusted EBITDA reconciliation below. We believe that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company.

We also regularly evaluate gross profit by segment to assist in the assessment of the operational performance of each operating segment. We consider Adjusted EBITDA to be the more important metric because it more fully captures the business performance of the segments, inclusive of indirect costs.

Adjusted EBITDA

We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), depreciation and amortization. Our Adjusted EBITDA reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations:

  • Currency (gains) losses, net: on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries’ functional currency. Substantially all such currency gains (losses) are unrealized and attributable to financings due to and from affiliated companies.
  • Non-cash impairment charges associated with goodwill and other long-lived assets.
  • Restructuring costs associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs.
  • Transaction costs including legal and professional fees and other transaction specific related costs.
  • Costs to integrate acquired companies, including outside professional fees, fleet relocation expenses, employee training costs and other costs.
  • Non-cash charges for stock compensation plans.
  • Other expense includes consulting expenses related to certain one-time projects, financing costs not classified as interest expense and gains and losses on disposals of property, plant and equipment.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider the measure in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing WillScot’s results as reported under GAAP. Some of these limitations are:

  • Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs;
  • Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
  • Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;
  • Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
  • Adjusted EBITDA does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
  • other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as measures of cash that will be available to meet our obligations. The following table provides an unaudited reconciliation of Net loss (income) to Adjusted EBITDA:

 Three Months Ended June 30, Six Months Ended June 30,
(in thousands)2019 2018 2019 2018
Net (loss) income$(11,775) $379 $(22,936) $(6,456)
Income tax benefit (1,180)  (6,645)  (802)  (7,065)
Loss on extinguishment of debt 7,244    7,244  
Interest expense 32,524  12,155  64,496  23,874
Depreciation and amortization 47,135  25,040  91,242  51,321
Currency (gains) losses, net (354)  572  (670)  1,596
Goodwill and other impairments 2,786    5,076  
Restructuring costs 1,150  449  7,103  1,077
Transaction costs   4,118    4,118
Integration costs 8,242  4,785  18,380  7,415
Stock compensation expense 1,900  1,054  3,190  1,175
Other expense 1,055  9  912  353
Adjusted EBITDA$88,727 $41,916 $173,235 $77,408

Loss from Operations to Adjusted EBITDA Non-GAAP Reconciliations

The following tables present an unaudited reconciliation of the Company’s (loss) income from operations before income tax to Adjusted EBITDA by segment for the three and six months ended June 30, 2019 and 2018, respectively:

 Three Months Ended June 30, 2019
(in thousands)Modular - US Modular - Other North America Total
(Loss) income from operations before income taxes$(13,976) $1,021 $(12,955)
Loss on extinguishment of debt7,244  7,244
Interest expense31,865 659 32,524
Depreciation and amortization42,093 5,042 47,135
Currency gains, net(75) (279) (354)
Goodwill and other impairments2,706 80 2,786
Restructuring costs1,300 (150) 1,150
Integration costs7,260 982 8,242
Stock compensation expense1,900  1,900
Other income (expense)1,063 (8) 1,055
Adjusted EBITDA$81,380 $7,347 $88,727


 Three Months Ended June 30, 2018
(in thousands)Modular - US Modular - Other North America Total
Loss from operations before income taxes$(5,533) $(733) $(6,266)
Interest expense 11,663  492  12,155
Depreciation and amortization 21,571  3,469  25,040
Currency losses, net 114  458  572
Restructuring costs 449    449
Integration costs 4,785    4,785
Stock compensation expense 1,054    1,054
Transaction costs 4,049  69  4,118
Other (income) expense (48)  57  9
Adjusted EBITDA$38,104 $3,812 $41,916


 Six  Months Ended June 30, 2019
(in thousands)Modular - US Modular - Other North America Total
(Loss) income from operations before income taxes$(25,098) $1,360 $(23,738)
Loss on extinguishment of debt7,244  7,244
Interest expense63,101 1,395 64,496
Depreciation and amortization81,292 9,950 91,242
Currency gains, net(205) (465) (670)
Goodwill and other impairments4,507 569 5,076
Restructuring costs6,574 529 7,103
Integration costs16,612 1,768 18,380
Stock compensation expense3,190  3,190
Other expense (income)931 (19) 912
Adjusted EBITDA$158,148 $15,087 $173,235


 Six Months Ended June 30, 2018
(in thousands)Modular - US Modular - Other North America Total
Loss from operations before income taxes$(10,841) $(2,680) $(13,521)
Interest expense22,823 1,051 23,874
Depreciation and amortization44,463 6,858 51,321
Currency losses, net271 1,325 1,596
Restructuring costs1,067 10 1,077
Integration costs7,415  7,415
Stock compensation expense1,175  1,175
Transaction costs4,049 69 4,118
Other expense294 59 353
Adjusted EBITDA$70,716 $6,692 $77,408

Adjusted EBITDA Margin Non-GAAP Reconciliation

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by Revenue. Management believes that the presentation of Adjusted EBITDA Margin provides useful information to investors regarding the performance of our business.

The following unaudited tables detail the calculation of Adjusted EBITDA Margin by segment for the three and six months ended June 30, 2019 and 2018, respectively:

 Three Months Ended June 30, 2019
 Three Months Ended June 30, 2018
(in thousands)Modular - US Modular - Other North America 
Total
 Modular - US Modular - Other North America Total
Adjusted EBITDA (A)$81,380 $7,347 $88,727 $38,104 $3,812 $41,916
Revenue (B)$238,861 $27,264 $266,125 $124,813 $15,520 $140,333
Adjusted EBITDA Margin (A/B) 34.1%  26.9%  33.3%  30.5%  24.6%  29.9%


 Six Months Ended June 30, 2019Six Months Ended June 30, 2018
(in thousands)Modular - US Modular - Other North America Total
 Modular - US Modular - Other North America Total
Adjusted EBITDA (A)$158,148 $15,087 $173,235 $70,716 $6,692 $77,408
Revenue (B)$470,337 $50,796 $521,133 $246,900 $28,184 $275,084
Adjusted EBITDA Margin (A/B) 33.6%  29.7%  33.2%  28.6%  23.7%  28.1%

Net CAPEX and Net CAPEX for Rental Equipment

We define Net Capital Expenditures ("Net CAPEX") and Net CAPEX for Rental Equipment as capital expenditures for purchases and capitalized refurbishments of rental equipment and purchases of property, plant and equipment (collectively "Total Capital Expenditures"), reduced by proceeds from the sale of rental equipment. Net CAPEX for Rental Equipment is defined as capital expenditures for purchases and capitalized refurbishments of rental equipment, reduced by proceeds from the sale of rental equipment. Our management believes that the presentation of Net CAPEX and Net CAPEX for Rental Equipment provides useful information to investors regarding the net capital invested into our rental fleet each year to assist in analyzing the performance of our business.

The following table provides an unaudited reconciliation of purchase of rental equipment to Net CAPEX and to Net CAPEX for Rental Equipment:

 Three Months Ended June 30, Six Months Ended June 30,
(in thousands)2019 2018 2019 2018
Total purchases of rental equipment and refurbishments$(61,215) $(32,679) $(113,088) $(64,763)
Total proceeds from sale of rental equipment11,482 3,905 23,083 12,033
Net Capital Expenditures for Rental Equipment(49,733) (28,774) (90,005) (52,730)
Purchase of property, plant and equipment(2,270) (616) (3,899) (1,616)
Net Capital Expenditures$(52,003) $(29,390) $(93,904) $(54,346)