What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-05-01 · 192 added, 93 removed, 229 unchanged (55% of the section changed)

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MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1 of this report.

The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three months ended March 31, 2025 or prior periods.

The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three and six months ended June 30, 2025 or prior periods.

The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

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We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico.

As of March 31, 2025, our branch network included approximately 260 branch locations and additional drop lots to service our over 85,000 customers.

As of June 30, 2025, our branch network included approximately 260 branch locations and additional drop lots to service our over 85,000 customers.

We primarily lease, rather than sell, our space solutions to customers, which results in a highly diversified and predictable recurring revenue stream.

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Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle.

The initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us.

Initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us.

Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, is approximately 44 months.

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We track several leading market indicators to predict demand, including Gross Domestic Product in North America, the Architecture Billings Index, and non-residential construction square foot starts.

These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 83% of our revenues for the three months ended March 31, 2025.

These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 86% of our revenues for the six months ended June 30, 2025.

Significant Developments

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Under the program, subject to quarterly approval and declaration by the Board of Directors, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month.

In February 2025, our Board of Directors declared a quarterly dividend of $13.0 million or $0.07 per share.

Dividends paid were $12.9 million for the three months ended March 31, 2025.

In February 2025, our Board of Directors declared a quarterly dividend of $0.07 per share, totaling $13.0 million.

In May 2025, our Board of Directors declared a quarterly dividend of $0.07 per share, totaling $12.9 million.

Dividends paid were $25.6 million for the six months ended June 30, 2025.

Share Repurchases

During the three months ended March 31, 2025, we repurchased 1,094,932 shares of Common Stock for $32.0 million, excluding excise tax.

As of March 31, 2025, $789.8 million of the authorization for future repurchases of the Common Stock remained available.

We believe our Adjusted Free Cash Flow is predictable (with the exception of isolated events).

As such, we believe that repurchases will be a recurring capital allocation priority.

First Quarter Highlights

For the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, results and key drivers of our financial performance included:

During the six months ended June 30, 2025, we repurchased 2,628,041 shares of Common Stock for $71.9 million, excluding excise tax.

As of June 30, 2025, $750.0 million of the authorization for future repurchases of the Common Stock remained available.

Business Combination and Asset Acquisition

During the six months ended June 30, 2025, we acquired a regional provider of climate-controlled containers and trailers for $115.6 million, net of cash acquired, which consisted primarily of approximately 2,100 temperature-controlled units.

As of the acquisition date, the fair value of the goodwill recorded was $54.1 million, the fair value of the intangible assets acquired was $18.7 million, and the fair value of rental equipment acquired was $37.0 million.

The purchase price allocation is preliminary and subject to revision as additional information is obtained.

The preliminary allocation of purchase price, including the valuation of acquired rental equipment and intangible assets, is based on the best estimates of management and is subject to revision based on the final valuations.

Revenue and earnings from the business combination following the acquisition date are not available, as the business was integrated into the Company's centralized financial and operational processes following acquisition.

During the six months ended June 30, 2025, we also acquired certain assets and assumed certain liabilities of one local provider of clearspan solutions for $18.2 million in cash.

As of the acquisition date, the fair value of rental equipment acquired was $16.4 million.

Second Quarter Highlights

For the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, results and key drivers of our financial performance included:

• Total revenues decreased $15.5 million, or 2.6%, to $589.1 million.

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Reductions in non-residential construction project start activity as a result of higher interest rates reduced demand for our services, which resulted in fewer deliveries.

This same trend caused delivery and installation revenue to decrease by $11.7 million, or 11.7%.

New unit sales revenue increased $8.9 million, or 66.2%, and rental unit sales revenue increased $1.3 million, or 10.6%.

• Generated net income of $43.1 million for the three months ended March 31, 2025, representing a decrease of $13.2 million, or 23.4%, as compared to the same period in 2024.

Discrete costs in the period were $3.7 million, including $0.3 million of integration costs and $0.7 million of restructuring, lease impairment expense, and other related charges.

• Generated Adjusted EBITDA from operations of $228.8 million for the three months ended March 31, 2025, representing a decrease of $19.2 million, or 7.8%, as compared to the same period in 2024.

• Net cash provided by operating activities decreased $2.0 million to $206.6 million for the three months ended March 31, 2025 from $208.7 million net cash provided by operating activities for the three months ended March 31, 2024.

• Net cash used in investing activities, excluding cash used for acquisitions, decreased by $5.7 million.

Capital expenditures for rental equipment increased $0.1 million for the three months ended March 31, 2025.

Purchases of property, plant, and equipment decreased $1.9 million for the three months ended March 31, 2025.

Proceeds from the sale of rental equipment decreased $0.1 million.

Proceeds from the sale of property, plant, and equipment increased $1.3 million.

Net CAPEX decreased $2.9 million for the three months ended March 31, 2025.

• Generated Adjusted Free Cash Flow of $144.8 million for the three months ended March 31, 2025 as compared to $145.0 million for the three months ended March 31, 2024.

During the three months ended March 31, 2025, we deployed Adjusted Free Cash Flow to:

Despite a decrease in the quantity of deliveries during the quarter, delivery and installation revenue increased $0.3 million, or 0.3%, due to an increased mix of large, complex projects.

New unit sales revenue increased $0.2 million, or 1.1%, and rental unit sales revenue decreased $0.4 million, or 2.3%.

• Generated net income of $47.9 million for the three months ended June 30, 2025, representing an increase of $94.8 million, or 202.3%, as compared to the same period in 2024.

In 20 24, we recorded an impairment loss of $132.5 million for the three months ended June 30, 2024 related to the impairment of the Mobile Mini trade name as a result of rebranding under the WillScot brand name and discontinuing the use of the Mobile Mini trade name.

Additionally, d iscrete costs in the period were $1.1 million, including $1.5 million of transaction and integration costs, compared to $3.1 million of transaction and integration costs in 2024.

Finally, in 2024, we recorded a tax benefit of $13.9 million, as compared to an income tax expense of $20.0 million for the three months ended June 30, 2025.

• Generated Adjusted EBITDA of $248.9 million for the three months ended June 30, 2025, representing a decrease of $14.7 million, or 5.6%, as compared to the same period in 2024.

• Net cash provided by operating activities increased $29.7 million to $205.3 million for the three months ended June 30, 2025 from $175.6 million net cash provided by operating activities for the three months ended June 30, 2024.

• Net cash used in investing activities, excluding cash used for acquisitions, increased by $19.2 million.

Capital expenditures for rental equipment increased $20.1 million for the three months ended June 30, 2025.

Net CAPEX increased $20.3 million for the three months ended June 30, 2025.

• Generated Adjusted Free Cash Flow of $130.3 million for the three months ended June 30, 2025 as compared to $128.9 million for the three months ended June 30, 2024.

During the three months ended June 30, 2025, we deployed Adjusted Free Cash Flow to:

– Repurchase $39.9 million of our Common Stock, reducing outstanding Common Stock by 1,533,109 shares.

– Declare and pay a $0.07 dividend, returning $13.0 million to our shareholders.

– Reduce debt by $85.8 million.

– Pay a $0.07 per share dividend, returning $12.7 million to our shareholders.

• We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining leverage in our stated range, opportunistically executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions.

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Consolidated Results of Operations

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Certain consolidated results of operations for the three months ended March 31, 2025 and 2024 are presented below.

Three Months Ended March 31, 2025 vs.

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Certain consolidated results of operations for the three months ended June 30, 2025 and 2024 are presented below.

Three Months Ended June 30, 2025 vs.

(in thousands)

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Other depreciation and amortization 24,188 18,135 6,053

Impairment loss on intangible asset — 132,540 (132,540)

Currency gains, net (79) (42) (37)

Other expense, net 38 924 (886)

Operating income (loss) 126,900 (5,232) 132,132

Interest expense, net 58,977 55,548 3,429

Income (loss) before income tax 67,923 (60,780) 128,703

Income tax expense (benefit) 19,984 (13,929) 33,913

Net income (loss) $ 47,939 $ (46,851) $ 94,790

Three Months Ended June 30, 2025 vs.

(in thousands, except for units on rent and monthly rental rate) 2025 2024

Adjusted EBITDA $ 248,913 $ 263,576 $ (14,663)

Capital expenditures for rental equipment $ 85,269 $ 65,174 $ 20,095

Net CAPEX $ 74,984 $ 54,733 $ 20,251

Average modular space units on rent 90,285 95,671 (5,386)

Average modular space utilization rate 59.6 % 62.5 % (290) bps

Average modular space monthly rental rate $ 1,237 $ 1,176 $ 61

Average portable storage units on rent 107,514 124,743 (17,229)

Average portable storage utilization rate 50.8 % 59.2 % (840) bps

Average portable storage monthly rental rate $ 282 $ 263 $ 19

Comparison of Three Months Ended June 30, 2025 and 2024

Total revenue decreased $15.5 million, or 2.6%, to $589.1 million for the three months ended June 30, 2025 from $604.6 million for the three months ended June 30, 2024.

The decline in revenue was driven by a decrease in units on rent and an $11.0 million increase in write-offs recorded as a reduction to revenue compared to the same period in 2024.

Leasing revenue decreased $15.7 million, or 3.4%, as compared to the same period in 2024, driven by the increase in write-offs and a decrease of 22,615 total average units on rent.

Increases in average monthly rental rates offset some of these decreases.

Delivery and installation revenue increased $0.3 million, or 0.3%.

Rental unit sales decreased $0.4 million, or 2.3%, and new unit sales increased $0.2 million, or 1.1%.

Total average units on rent for the three months ended June 30, 2025 and 2024 were 197,799 and 220,414, respectively, representing a decrease of 22,615 units, or 10.3%.

Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.

Portable storage average units on rent decreased by 17,229 units, or 13.8%, for the three months ended June 30, 2025 driven by lower demand in 2025.

The average portable storage unit utilization rate during the three months ended June 30, 2025 was 50.8% as compared to 59.2% during the same period in 2024.

Modular space average units on rent decreased 5,386 units, or 5.6%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

The average modular space utilization rate during the three months ended June 30, 2025 was 59.6% as compared to 62.5% during the same period in 2024.

Modular space average monthly rental rates increased 5.2% year over year to $1,237 for the three months ended June 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 7.2% year over year to $282 for the three months ended June 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Total VAPS revenues, which were included in leasing revenue, were $100 million for both the three months ended June 30, 2025 and 2024.

Gross profit:

Gross profit decreased $31.0 million, or 9.5%, to $296.1 million for the three months ended June 30, 2025 from $327.1 million for the three months ended June 30, 2024.

The decrease in gross profit was a result of a $12.8 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.7 million, and a $12.8 million increase in depreciation of rental equipment.

The decrease in gross profit was partially offset by a $1.2 million increase in new and rental unit sales gross profit.

The decrease in leasing gross profit was primarily driven by lower demand in 2025.

Cost of leasing and services increased by $4.1 million, or 2.3%, for the three months ended June 30, 2025 versus the three months ended June 30, 2024, driven by increased sitework expense associated with an increased mix of large, complex projects, an increase in subcontractor costs of $5.0 million, or 8.6%, and an increase in materials costs of $1.0 million, or 4.3%, partially offset by a decrease in labor costs of $1.0 million, or 1.5%.

Cost of sales decreased by $1.4 million, or 6.1%, driven by an increased mix of sales of lower net book value rental units.

Our resulting gross profit percentage was 50.3% and 54.1% for the three months ended June 30, 2025 and 2024, respectively.

Selling, general and administrative expense ("SG&A"):

SG&A decreased $35.8 million, or 19.8%, to $145.0 million for the three months ended June 30, 2025, as compared to $180.8 million for the three months ended June 30, 2024.

The decrease was driven by a $23.6 million decrease in discrete expenses for legal and professional fees primarily related to our terminated acquisition of McGrath RentCorp ("McGrath") in 2024, a $6.0 million decrease in restructuring costs, a $2.7 million decrease in integration expense, and a $10.5 million decrease in the provision for credit losses, net of write offs.

These decreased costs were partially offset by a $1.7 million, or 9.5%, increase in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $1.5 million increase in real estate and occupancy costs, and a $1.6 million increase in marketing and advertising expense.

Adjusted EBITDA:

Adjusted EBITDA decreased $14.7 million, or 6%, to $248.9 million for the three months ended June 30, 2025 from $263.6 million for the three months ended June 30, 2024.

The decrease was driven by a $12.8 million decrease in leasing gross profit and decreased delivery and installation gross profit of $6.7 million for the three months ended

June 30, 2025 as compared to the three months ended June 30, 2024.

The decrease was partially offset by a $1.2 million increase in new and used sales gross profit and decreased SG&A, excluding discrete costs, of $3.4 million.

Other depreciation and amortization:

Other depreciation and amortization increased $6.1 million to $24.2 million for the three months ended June 30, 2025 as compared to $18.1 million for the three months ended June 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Impairment loss on intangible asset:

Impairment loss on intangible asset was $132.5 million for the three months ended June 30, 2024 related to the impairment of the Mobile Mini trade name due to our plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

Interest expense, net:

Interest expense, net increased $3.4 million, or 6.2%, to $59.0 million for the three months ended June 30, 2025 from $55.5 million for the three months ended June 30, 2024.

The increase in interest expense was a result of increased average debt outstanding.

See Note 7 to the condensed consolidated financial statements for further discussion of our debt.

Income tax expense (benefit):

Income tax expense was $20.0 million for the three months ended June 30, 2025 compared to income tax benefit of $13.9 million for the three months ended June 30, 2024, an increase in expense of $33.9 million.

The increase in expense was primarily driven by an increase in income before income tax for the three months ended June 30, 2025.

Capital expenditures for rental equipment:

Capital expenditures for rental equipment increased $20.1 million, to $85.3 million for the three months ended June 30, 2025 from $65.2 million for the three months ended June 30, 2024.

Net CAPEX increased $20.3 million, or 37%, to $75.0 million for the three months ended June 30, 2025 from $54.7 million for the three months ended June 30, 2024.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Certain consolidated results of operations for the six months ended June 30, 2025 and 2024 are presented below.

Six Months Ended June 30, 2025 vs.

2024 $ Change

(in thousands)

Leasing and services revenue:

Leasing $ 877,306 $ 919,193 $ (41,887)

Delivery and installation 197,113 208,509 (11,396)

Sales revenue:

New units 44,057 34,877 9,180

Rental units 30,158 29,192 966

Total revenues 1,148,634 1,191,771 (43,137)

Costs of leasing and services:

Leasing 183,408 200,642 (17,234)

Delivery and installation 161,950 159,012 2,938

Costs of sales:

New units 28,750 21,631 7,119

Rental units 15,694 15,961 (267)

Depreciation of rental equipment 162,396 150,519 11,877

Gross profit 596,436 644,006 (47,570)

Other operating expenses:

Selling, general and administrative 302,169 349,107 (46,938)

Other depreciation and amortization 47,328 36,055 11,273

Impairment loss on intangible asset — 132,540 (132,540)

Currency losses, net 144 35 109

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Net income $ 90,994 $ 9,389 $ 81,605

Three Months Ended March 31, 2025 vs.

Six Months Ended June 30, 2025 vs.

(in thousands, except for units on rent and monthly rental rate) 2025 2024

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Average portable storage monthly rental rate $ 274 $ 262 $ 12

Comparison of Three Months Ended March 31, 2025 and 2024

Total revenue decreased $27.6 million, or 4.7%, to $559.6 million for the three months ended March 31, 2025 from $587.2 million for the three months ended March 31, 2024.

Leasing revenue decreased $26.2 million, or 5.7%, as compared to the same period in 2024, driven by a decrease of 26,108 total average units on rent.

Delivery and installation revenue decreased $11.7 million, or 11.7%, due to decreased deliveries and returns.

Comparison of Six Months Ended June 30, 2025 and 2024

Total revenue decreased $43.1 million, or 3.6%, to $1,148.6 million for the six months ended June 30, 2025 from $1,191.8 million for the six months ended June 30, 2024.

The decline in revenue was driven by a decrease in units on rent and a $17.7 million increase in write-offs recorded as a reduction to revenue compared to the same period in 2024.

Leasing revenue decreased $41.9 million, or 4.6%, as compared to the same period in 2024, driven by the increase in write-offs and a decrease of 24,289 total average units on rent.

Increases in average monthly rental rates offset some of these decreases.

Delivery and installation revenues decreased $11.4 million, or 5.5%, due to decreased deliveries and returns.

Rental unit sales increased $1.0 million, or 3.3%, and new unit sales increased $9.2 million, or 26.3%.

Total average units on rent for the three months ended March 31, 2025 and 2024 were 200,723 and 226,831, respectively, representing a decrease of 26,108 units, or 11.5%.

Portable storage average units on rent decreased by 20,839 units, or 15.9%, for the three months ended March 31, 2025 driven by lower demand in 2025.

Lower demand was driven by reduced new construction project starts.

The average portable storage unit utilization rate during the three months ended March 31, 2025 was 52.6% as compared to 62.1% during the same period in 2024.

Modular space average units on rent decreased 5,269 units, or 5.5%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

The average modular space utilization rate during the three months ended March 31, 2025 was 59.3% as compared to 62.5% during the same period in 2024.

Modular space average monthly rental rates increased 5.2% year over year to $1,209 for the three months ended March 31, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 1.9% year over year to $267 for the three months ended March 31, 2025 as a result of our price management tools, VAPS penetration, and mix effects from higher rates on climate-controlled containers and refrigerated storage units.

Total VAPS revenues, which are included in leasing revenue, were $96.3 million for both the three months ended March 31, 2025 and 2024.

Total average units on rent for the six months ended June 30, 2025 and 2024 were 199,477 and 223,766, respectively.

Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.

Portable storage average units on rent decreased by 18,966 units, or 14.8%, for the six months ended June 30, 2025 driven by lower demand in 2025.

The average portable storage utilization rate during the six months ended June 30, 2025 was 53.4% as compared to 60.7% during the same period in 2024.

Modular space average units on rent decreased 5,323 units, or 5.6%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

The average modular space utilization rate during the six months ended June 30, 2025 was 59.5% as compared to 62.5% during the same period in 2024.

Modular space average monthly rental rates increased 5.1% to $1,222 for the six months ended June 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities.

Average portable storage monthly rental rates increased 4.6% to $274 for the six months ended June 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers.

Total VAPS revenues, which are included in leasing revenues, were $196.4 million for both the six months ended June 30, 2025 and 2024.

Gross profit:

Gross profit decreased $16.5 million, or 5.2%, to $300.4 million for the three months ended March 31, 2025 from $316.9 million for the three months ended March 31, 2024.

The decrease in gross profit was a result of a $11.9 million decrease in leasing gross profit and decreased delivery and installation gross profit of $7.7 million.

Gross profit decreased $47.6 million, or 7.4%, to $596.4 million for the six months ended June 30, 2025 from $644.0 million for the six months ended June 30, 2024.

The decrease in gross profit was a result of a $24.7 million decrease in leasing gross profit, decreased delivery and installation gross profit of $14.3 million, and a $11.9 million increase in depreciation of rental equipment.

The decrease was partially offset by a $3.3 million increase in new and rental unit sales gross profit.

The decrease in leasing gross profit was primarily driven by lower demand in 2025.

Cost of leasing and services decreased by $18.4 million, or 10.2%, for the three months ended March 31, 2025 versus the three months ended March 31, 2024, driven by a decrease in subcontractors costs of $4.8 million, or 8.5%, a decrease in labor costs of $7.5 million, or 10.3%, and a decrease in materials costs of $4.8 million, or 19.6% as we reduced variable costs to match demand.

Cost of sales increased by $8.2 million, or 54.2%, which is directionally in line with the 39.2% increase in sales revenue for the three months ended March 31, 2025.

Our resulting gross profit percentage was 53.7% and 54.0% for the three months ended March 31, 2025 and 2024, respectively.

Selling, general and administrative expense ("SG&A"):

SG&A decreased $11.2 million, or 6.6%, to $157.1 million for the three months ended March 31, 2025, as compared to $168.3 million for the three months ended March 31, 2024.

Cost of leasing and services decreased by $14.3 million, or 4.0%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, driven by a decrease in labor cost of $8.5 million, or 5.9%, and a decrease in material costs of $3.8 million, or 7.7%, as we reduced variable costs to match demand.

Cost of sales increased by $6.9 million, or 18.2%.

Our resulting gross profit percentage was 51.9% and 54.0% for the six months ended June 30, 2025 and 2024, respectively.

SG&A decreased $46.9 million, or 13.4%, to $302.2 million for the six months ended June 30, 2025, as compared to $349.1 million for the six months ended June 30, 2024.

The decrease was primarily driven by a $33.5 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $6.0 million decrease in restructuring costs, and a $16.6 million, or 237.1%, decrease in the provision for credit losses, net of write offs.

Employee SG&A excluding stock compensation decreased $2.1 million, or 1.5%, due to lower employee headcount.

The decrease was further driven by a $9.9 million decrease in discrete expenses for certain one-time projects and a $6.2 million decrease in our provision for credit losses, net of write offs.

These decreased costs were partially offset by a $5.2 million increase in travel costs associated with our bi-annual Company meeting, a $2.4 million, or 12.7%, increase in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $2.0 million increase in real estate and occupancy costs, and a $0.6 million increase in marketing and advertising expense.

These decreased costs were partially offset by a $6.5 million increase in travel costs associated with our bi-annual Company meeting, a $4.1 million, or 11.1%, increased in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $3.6 million increase in real estate and occupancy costs, and a $2.2 million increase in marketing and advertising expense.

Adjusted EBITDA:

Adjusted EBITDA decreased $19.2 million, or 8%, to $228.8 million for the three months ended March 31, 2025 from $248.0 million for the three months ended March 31, 2024.

The decrease was driven by a $11.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $7.7 million, and increased SG&A, excluding discrete costs, of $2.1 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

The decrease was partially offset by a $2.1 million increase in new and used sales gross profit.

Adjusted EBITDA decreased $33.9 million, or 7%, to $477.7 million for the six months ended June 30, 2025 from $511.6 million for the six months ended June 30, 2024.

The decrease was driven by a $24.7 million decrease in leasing gross profit and decreased delivery and installation gross profit of $14.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

The decrease was partially offset by a $3.3 million increase in new and used sales gross profit and decreased SG&A, excluding discrete costs, of $1.3 million.

Other depreciation and amortization:

Other depreciation and amortization increased $5.2 million to $23.1 million for the three months ended March 31, 2025 as compared to $17.9 million for the three months ended March 31, 2024, primarily related to the amortization of the Mobile Mini tradename beginning in the third quarter of 2024.

Currency losses, net:

Currency losses, net increased by $0.1 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Other expense, net:

Other expense, net was $0.4 million for the three months ended March 31, 2025 as compared to $0.6 million for the three months ended March 31, 2024.

Other depreciation and amortization increased $11.3 million to $47.3 million for the six months ended June 30, 2025 as compared to $36.1 million for the six months ended June 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.

Impairment loss on intangible asset:

Impairment loss on intangible asset was $132.5 million for the six months ended June 30, 2024 related to the impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.

Interest expense, net:

Interest expense, net increased $1.9 million, or 3.3%, to $58.5 million for the three months ended March 31, 2025 from $56.6 million for the three months ended March 31, 2024.

The increase in interest expense was a result of higher overall weighted average interest rates as a result of increased benchmark rates.

Interest expense increased $5.3 million to $117.4 million for the six months ended June 30, 2025 from $112.1 million for the six months ended June 30, 2024.

The increase in interest expense was a result of increased average debt outstanding.

See Note 7 to the condensed consolidated financial statements for further discussion of our debt.

Income tax expense:

Income tax expense was $17.9 million for the three months ended March 31, 2025 compared to $17.1 million for the three months ended March 31, 2024, a change of $0.8 million.

The increase was primarily driven by a discrete tax expense related to equity compensation for the three months ended March 31, 2025 as compared to a discrete tax benefit related to equity compensation for the three months ended March 31, 2024.

This was offset by a decrease in income before income tax for the three months ended March 31, 2025.

Income tax expense increased $34.7 million to $37.9 million for the six months ended June 30, 2025 as compared to $3.2 million for the six months ended June 30, 2024.

The increase in expense was driven by an increase in income before income tax for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Capital expenditures for rental equipment:

Capital expenditures for rental equipment increased $0.1 million, to $72.6 million for the three months ended March 31, 2025 from $72.4 million for the three months ended March 31, 2024.

Net CAPEX decreased $2.9 million, or 5%, to $61.8 million for the three months ended March 31, 2025 from $64.8 million for the three months ended March 31, 2024 driven by a $1.9 million decrease in purchases of property, plant and equipment and a $1.3 million increase in proceeds from the sale of property, plant, and equipment.

Capital expenditures for rental equipment increased $20.2 million, or 15%, to $157.8 million for the six months ended June 30, 2025 from $137.6 million for the six months ended June 30, 2024.

Net CAPEX increased $17.3 million, or 14%, to $136.8 million for the six months ended June 30, 2025 from $119.5 million for the six months ended June 30, 2024 driven by the increase in capital expenditures for rental equipment, partially offset by a $1.9 million decrease in the purchase of property, plant and equipment and a $1.4 million increase in proceeds from the sale of property, plant, and equipment.

Reconciliation of Non-GAAP Financial Measures

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Adjusted EBITDA

We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), depreciation and amortization.

We define EBITDA as net income (loss) plus net interest (income) expense, income tax expense (benefit), depreciation and amortization.

Our adjusted EBITDA ("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:

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• Non-cash charges for stock compensation plans.

• Other expense, including 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, and unrealized gains and losses on investments.

Our Chief Operating Decision Maker ("CODM") evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below.

• Other expense, including consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, and unrealized gains and losses on investments.

Our CODM evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below.

Management believes that evaluating performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance inclusive of indirect costs.

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

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:

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Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as a measure of cash that will be available to meet our obligations.

The following table provides reconciliations of net income to Adjusted EBITDA:

The following table provides reconciliations of net income (loss) to Adjusted EBITDA:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

Net income $ 43,055 $ 56,240

Income tax expense 17,910 17,118

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

Currency losses, net 223 77

Currency (gains) losses, net (79) (42) 144 35

Restructuring costs, lease impairment expense and other related charges 205 6,183 907 6,929

Impairment loss on intangible asset — 132,540 — 132,540

Transaction costs 1,125 40 1,159 40

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Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

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less purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activitie s;

excluding one-time, nonrecurring payments for the McGrath termination fee and transaction costs from terminated acquisitions.

excluding one-time, nonrecurring payments for transaction costs from terminated acquisitions.

Man agement believes that the presentation of Adjusted Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation alternatives.

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Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

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Cash paid for transaction costs from terminated acquisitions

— 8,070 — 9,185

Adjusted Free Cash Flow $ 130,327 $ 128,948 $ 275,122 $ 273,963

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The borrowing bases are a function of, among other considerations, the value of the assets in the relevant collateral pool, of which our rental equipment represents the largest component.

At March 31, 2025, we had $1.6 billion of available borrowing capacity under the ABL Facility.

At June 30, 2025, we had $1.6 billion of available borrowing capacity under the ABL Facility.

The following summarizes our change in cash and cash equivalents for the periods presented:

Three Months Ended

Six Months Ended

(in thousands)

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$ 3,849 $ (5,034)

Comparison of the Three Months Ended March 31, 2025 and 2024

Comparison of the Six Months Ended June 30, 2025 and 2024

Cash flows from operating activities

Net cash provided by operating activities for the three months ended March 31, 2025 was $206.6 million as compared to $208.7 million for the three months ended March 31, 2024, a decrease of $2.0 million.

The decrease in net cash provided by operating activities was primarily due to a $22.2 million decrease in net income, adjusted for non-cash items, partially offset by an increase of $20.1 million in the net movements of the operating assets and liabilities during the three months ended March 31, 2025.

Net cash provided by operating activities for the six months ended June 30, 2025 was $411.9 million as compared to $384.3 million for the six months ended June 30, 2024, an increase of $27.7 million.

The increase in net cash provided by operating activities was primarily due to an increase of $37.4 million in the net movements of the operating assets and liabilities, partially offset by a $9.8 million decrease in net income, adjusted for non-cash items, during the six months ended June 30, 2025.

Cash flows from investing activities

Net cash used in investing activities for the three months ended March 31, 2025 was $65.0 million as compared to $111.0 million for the three months ended March 31, 2024, a $46.0 million decrease in net cash used in investing activities.

The decrease in net cash used in investing activities resulted from a $40.3 million decrease in cash used in acquisitions, net of cash acquired and a $2.7 million decrease in the purchase of investments during the three months ended March 31, 2025.

Net cash used in investing activities for the six months ended June 30, 2025 was $273.1 million as compared to $193.3 million for the six months ended June 30, 2024, a $79.8 million increase in net cash used in investing activities.

The increase in net cash used in investing activities resulted from a $66.2 million increase in cash used in acquisitions, net of cash acquired, and a $20.2 million increase in the purchase of rental equipment and refurbishments during the six months ended June 30, 2025.

Cash flows from financing activities

Net cash used in financing activities for the three months ended March 31, 2025 was $139.9 million as compared to $95.6 million for the three months ended March 31, 2024, an increase of $44.3 million.

The increase was primarily due to a $22.0 million increase in cash used for the repurchase of common stock, a $12.9 million increase in cash used to pay dividends, and a $10.8 million increase in repayments of borrowings, net of receipts from borrowings in the three months ended March 31, 2025.

Net cash used in financing activities for the six months ended June 30, 2025 was $135.9 million as compared to $195.7 million for the six months ended June 30, 2024, a decrease of $59.7 million.

The decrease was primarily due to a $67.2 million decrease in repayments of borrowings, net of receipts from borrowings, a $9.9 million increase in receipts from issuance of common stock from the exercise of options, and a $5.5 million decrease in cash used for the repurchase and cancellation of common stock during the six months ended June 30, 2025.

The decrease was partially offset by a $25.6 million increase in cash used to pay dividends in the six months ended June 30, 2025.

Material cash requirements

The Company’s material cash requirements include the following contractual and other obligations:

The Company has outstanding debt related to its ABL Facility, 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, and finance leases totaling $3.6 billion as of March 31, 2025, $25.4 million of which is obligated to be repaid within the next twelve months.

The Company has outstanding debt related to its ABL Facility, 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, and finance leases totaling $3.7 billion as of June 30, 2025, $26.9 million of which is obligated to be repaid within the next twelve months.

Refer to Note 7 for further information regarding outstanding debt.

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The Company has commitments for future minimum rental payments relating to operating leases, which are primarily for real estate.

As of March 31, 2025, the Company had lease obligations of $299.9 million, with $72.8 million payable within the next twelve months.

In addition to the cash requirements described above, the Company has a Share Repurchase program authorized by the Board of Directors, which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock.

This program does not obligate the Company to repurchase any specific amount of shares.

As of March 31, 2025, $789.8 million of the authorization for future repurchases of our common stock remained available.

As of June 30, 2025, the Company had lease obligations of $302.8 million, with $72.9 million payable within the next twelve months.

In addition to the cash requirements described above, the Company has a dividend program subject to quarterly approval and declaration by the Board of Directors as well as a share repurchase program authorized by the Board of Directors, which allows the Company to repurchase up to $1.0 billion of outstanding shares of Common Stock.

As of June 30, 2025, $750.0 million of the authorization for future repurchases of our common stock remained available.

These programs do not obligate the Company to issue dividends or repurchase shares.

Critical Accounting Estimates

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For a complete discussion of our significant critical accounting estimates, see the “Critical Accounting Estimates” section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Annual Report on Form 10-K").

There were no significant changes to our critical accounting estimates during the three months ended March 31, 2025.

There were no significant changes to our critical accounting estimates during the six months ended June 30, 2025.

Recently Issued Accounting Standards

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis