WillScot Holdings Corp 10-Q

ITEM 1. Financial Statements WillScot Holdings Corporation Condensed Consolidated Balance Sheets (in thousands, except share amounts) June 30, 2025 (unaudited) December 31, 2024 Assets Cash and cash equivalents $ 12,850 $ 9,001 Trade receivables, net of allowances for credit losses at June 30, 2025 and December 31, 2024 of $ 88,360 and $ 101,693 , respectively 414,137 430,381 Inventories 46,546 47,473 Prepaid expenses and other current assets 54,814 67,751 Assets held for sale 1,953 2,904 Total current assets 530,300 557,510 Rental equipment, net 3,424,524 3,377,939 Property, plant and equipment, net 375,296 363,073 Operating lease assets 259,266 266,761 Goodwill 1,257,264 1,201,353 Intangible assets, net 246,794 251,164 Other non-current assets 11,259 17,111 Total long-term assets 5,574,403 5,477,401 Total assets $ 6,104,703 $ 6,034,911 Liabilities and equity Accounts payable $ 115,628 $ 96,597 Accrued expenses 161,965 121,583 Accrued employee benefits 43,060 25,062 Deferred revenue and customer deposits 240,251 250,790 Operating lease liabilities – current 67,873 66,378 Current portion of long-term debt 26,928 24,598 Total current liabilities 655,705 585,008 Long-term debt 3,672,856 3,683,502 Deferred tax liabilities 499,936 505,913 Operating lease liabilities - non-current 192,552 200,875 Other non-current liabilities 49,059 41,020 Long-term liabilities 4,414,403 4,431,310 Total liabilities 5,070,108 5,016,318 Preferred Stock: $ 0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at June 30, 2025 and December 31, 2024 — — Common Stock: $ 0.0001 par, 500,000,000 shares authorized and 182,236,993 and 183,564,899 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively 19 19 Additional paid-in-capital 1,756,797 1,836,165 Accumulated other comprehensive loss ( 66,251 ) ( 70,627 ) Accumulated deficit ( 655,970 ) ( 746,964 ) Total shareholders' equity 1,034,595 1,018,593 Total liabilities and shareholders' equity $ 6,104,703 $ 6,034,911 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 WillScot Holdings Corporation Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2025 2024 2025 2024 Revenues: Leasing and services revenue: Leasing $ 442,916 $ 458,592 $ 877,306 $ 919,193 Delivery and installation 108,452 108,147 197,113 208,509 Sales revenue: New units 21,620 21,378 44,057 34,877 Rental units 16,095 16,473 30,158 29,192 Total revenues 589,083 604,590 1,148,634 1,191,771 Costs: Costs of leasing and services: Leasing 95,338 98,248 183,408 200,642 Delivery and installation 88,154 81,170 161,950 159,012 Costs of sales: New units 13,552 13,358 28,750 21,631 Rental units 7,525 9,085 15,694 15,961 Depreciation of rental equipment 88,444 75,611 162,396 150,519 Gross profit 296,070 327,118 596,436 644,006 Other operating expenses: Selling, general and administrative 145,023 180,793 302,169 349,107 Other depreciation and amortization 24,188 18,135 47,328 36,055 Impairment loss on intangible asset — 132,540 — 132,540 Currency (gains) losses, net ( 79 ) ( 42 ) 144 35 Other expense, net 38 924 461 1,555 Operating income (loss) 126,900 ( 5,232 ) 246,334 124,714 Interest expense, net 58,977 55,548 117,446 112,136 Income (loss) before income tax 67,923 ( 60,780 ) 128,888 12,578 Income tax expense (benefit) 19,984 ( 13,929 ) 37,894 3,189 Net income (loss) $ 47,939 $ ( 46,851 ) $ 90,994 $ 9,389 Earnings (loss) per share: Basic $ 0.26 $ ( 0.25 ) $ 0.50 $ 0.05 Diluted $ 0.26 $ ( 0.25 ) $ 0.49 $ 0.05 Weighted average shares: Basic 182,468,243 189,680,091 183,071,055 189,908,812 Diluted 183,439,165 189,680,091 184,367,127 192,409,616 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 WillScot Holdings Corporation Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Net income (loss) $ 47,939 $ ( 46,851 ) $ 90,994 $ 9,389 Other comprehensive income (loss): Foreign currency translation adjustment, net of income tax expense of $ 0 16,278 ( 4,154 ) 16,439 ( 9,702 ) Net (loss) gain on derivatives, net of income tax (benefit) expense of $( 1,298 ) and $ 535 for the three months ended June 30, 2025 and 2024, respectively, and $( 3,991 ) and $ 5,050 for the six months ended June 30, 2025 and 2024, respectively ( 3,922 ) 1,624 ( 12,063 ) 15,164 Total other comprehensive income (loss) 12,356 ( 2,530 ) 4,376 5,462 Total comprehensive income (loss) $ 60,295 $ ( 49,381 ) $ 95,370 $ 14,851 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 WillScot Holdings Corporation Condensed Consolidated Statements of Changes in Equity (Unaudited) Six Months Ended June 30, 2025 Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity (in thousands) Shares Amount Balance at December 31, 2024 183,565 $ 19 $ 1,836,165 $ ( 70,627 ) $ ( 746,964 ) $ 1,018,593 Net income — — — — 43,055 43,055 Other comprehensive loss — — — ( 7,980 ) — ( 7,980 ) Withholding taxes on net share settlement of stock-based compensation — — ( 7,718 ) — — ( 7,718 ) Common Stock-based award activity 451 — 8,341 — — 8,341 Repurchase and cancellation of Common Stock ( 1,095 ) — ( 32,117 ) — — ( 32,117 ) Cash dividends declared — — ( 13,044 ) — — ( 13,044 ) Issuance of Common Stock from the exercise of options 188 — 2,232 — — 2,232 Balance at March 31, 2025 183,109 19 1,793,859 ( 78,607 ) ( 703,909 ) 1,011,362 Net income — — — — 47,939 47,939 Other comprehensive income — — — 12,356 — 12,356 Withholding taxes on net share settlement of stock-based compensation — — ( 265 ) — — ( 265 ) Common Stock-based award activity 63 — 8,373 — — 8,373 Repurchase and cancellation of Common Stock ( 1,533 ) — ( 40,079 ) — — ( 40,079 ) Cash dividends declared — — ( 12,899 ) — — ( 12,899 ) Issuance of Common Stock from the exercise of options 598 — 7,808 — — 7,808 Balance at June 30, 2025 182,237 $ 19 $ 1,756,797 $ ( 66,251 ) $ ( 655,970 ) $ 1,034,595 6 Six Months Ended June 30, 2024 Common Stock Additional Paid-in-Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shareholders' Equity (in thousands) Shares Amount Balance at December 31, 2023 189,967 $ 20 $ 2,089,091 $ ( 52,768 ) $ ( 775,093 ) $ 1,261,250 Net income — — — — 56,240 56,240 Other comprehensive income — — — 7,992 — 7,992 Withholding taxes on net share settlement of stock-based compensation — — ( 14,524 ) — — ( 14,524 ) Common Stock-based award activity 628 — 9,099 — — 9,099 Issuance of Common Stock from the exercise of options 3 — 69 — — 69 Balance at March 31, 2024 190,598 20 2,083,735 ( 44,776 ) ( 718,853 ) 1,320,126 Net loss — — — — ( 46,851 ) ( 46,851 ) Other comprehensive loss — — — ( 2,530 ) — ( 2,530 ) Common Stock-based award activity 26 — 9,614 — — 9,614 Repurchase and cancellation of Common Stock ( 2,036 ) ( 1 ) ( 79,074 ) — — ( 79,075 ) Issuance of Common Stock from the exercise of options 4 — 52 — — 52 Balance at June 30, 2024 188,592 $ 19 $ 2,014,327 $ ( 47,306 ) $ ( 765,704 ) $ 1,201,336 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 WillScot Holdings Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, (in thousands) 2025 2024 Operating activities: Net income $ 90,994 $ 9,389 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 209,724 186,574 Provision for credit losses 19,756 23,196 Impairment loss on intangible asset — 132,540 Gain on sale of rental equipment and other property, plant and equipment ( 14,338 ) ( 12,523 ) Amortization of debt discounts and debt issuance costs 6,974 5,916 Stock-based compensation expense 16,714 18,713 Deferred income tax expense (benefit) 1,129 ( 22,995 ) Unrealized currency losses (gains), net 133 ( 25 ) Other 1,990 2,070 Changes in operating assets and liabilities Trade receivables 18 ( 12,701 ) Inventories 530 ( 2,446 ) Prepaid expenses and other assets 10,027 ( 10,512 ) Operating lease assets and liabilities 239 1,076 Accounts payable and other accrued expenses 80,394 54,721 Deferred revenue and customer deposits ( 12,346 ) 11,294 Net cash provided by operating activities 411,938 384,287 Investing activities: Acquisitions, net of cash acquired ( 136,815 ) ( 70,575 ) Purchase of rental equipment and refurbishments ( 157,821 ) ( 137,591 ) Proceeds from sale of rental equipment 30,332 30,668 Purchase of property, plant and equipment ( 10,920 ) ( 12,801 ) Proceeds from sale of property, plant and equipment 1,593 215 Purchases of investments ( 68 ) ( 3,245 ) Maturities of marketable securities 600 — Net cash used in investing activities ( 273,099 ) ( 193,329 ) Financing activities: Receipts from borrowings 860,307 782,235 Repayment of borrowings ( 880,890 ) ( 870,028 ) Payment of financing costs ( 7,328 ) ( 5,220 ) Payments on finance lease obligations ( 11,231 ) ( 9,569 ) Receipts from issuance of Common Stock from the exercise of options 10,040 121 Repurchase and cancellation of Common Stock ( 73,225 ) ( 78,677 ) Taxes paid on employee stock awards ( 7,983 ) ( 14,524 ) Dividends paid ( 25,632 ) — Net cash used in financing activities ( 135,942 ) ( 195,662 ) Effect of exchange rate changes on cash and cash equivalents 952 ( 330 ) Net change in cash and cash equivalents 3,849 ( 5,034 ) Cash and cash equivalents at the beginning of the period 9,001 10,958 Cash and cash equivalents at the end of the period $ 12,850 $ 5,924 Supplemental cash flow information: Interest paid, net $ 103,689 $ 109,524 Income taxes paid, net $ 10,812 $ 36,062 Capital expenditures accrued or payable $ 16,035 $ 15,695 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 WillScot Holdings Corporation Notes to the Condensed Consolidated Financial Statements (Unaudited) NOTE 1 - Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative and flexible turnkey space solutions in the United States (“US”), Canada, and Mexico. The Company leases, sells, delivers and installs modular space solutions (modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions) and portable storage products (portable storage containers and climate-controlled containers and trailers) through an integrated network of branch locations. WillScot also offers its customers a thoughtfully curated selection of solutions with Value-Added Products ("VAPS"), such as workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions and other items that improve the overall customer experience. The Company operates a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, site work, installation, disassembly, removal and other services to customers for an additional fee as part of leasing and sales operations. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US ("GAAP") for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented. Subsidiaries are fully consolidated from the dat e of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as WillScot. All intercompany balances and transactions are eliminated in consolidation. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Recently Issued Accounting Standards ASU 2023-09. Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. ASU 2023-09 also requires entities to disclose more detailed information about income taxes paid, including jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures. ASU 2024-03. Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses In November 2024, the FASB issued Accounting Standards Update No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2024-03 to determine its impact on the Company's disclosures. NOTE 2 - Business Combination and Acquisition Business Combination During the six months ended June 30, 2025, the Company 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 recognized 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 preliminary accounting for the transaction, including the valuation of acquired rental equipment and intangible assets, is based 9 on the best estimates of management and is subject to revision based on the final valuations. Goodwill recognized is attributable to expected operating synergies, assembled workforce, and the going concern value of the acquired business. Goodwill recorded for this acquisition is deductible for tax purposes. 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 the acquisition. Asset Acquisition During the six months ended June 30, 2025, the Company 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. NOTE 3 - Revenue Revenue Disaggregation Geographic Areas The Company had total revenue in the following geographic areas for the three and six months ended June 30, 2025 and 2024 as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 US $ 550,716 $ 564,980 $ 1,081,762 $ 1,118,413 Canada 33,119 32,306 56,318 58,838 Mexico 5,248 7,304 10,554 14,520 Total revenues $ 589,083 $ 604,590 $ 1,148,634 $ 1,191,771 Major Product and Service Lines Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows. This includes turnkey space solutions along with VAPS. Leasing is complemented by new unit sales and sales of rental units. In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance, removal, and other ad hoc services. The Company’s revenue by major product and service line for the three and six months ended June 30, 2025 and 2024 was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Modular space leasing revenue (a) $ 251,374 $ 253,725 $ 497,238 $ 505,872 Portable storage leasing revenue 79,563 86,433 156,598 177,882 VAPS and third party leasing revenues (b) 100,030 100,112 196,369 196,426 Other leasing-related revenue (b)(c) 11,949 18,322 27,101 39,013 Leasing revenue 442,916 458,592 877,306 919,193 Delivery and installation revenue 108,452 108,147 197,113 208,509 Total leasing and services revenue 551,368 566,739 1,074,419 1,127,702 New unit sales revenue 21,620 21,378 44,057 34,877 Rental unit sales revenue 16,095 16,473 30,158 29,192 Total revenues $ 589,083 $ 604,590 $ 1,148,634 $ 1,191,771 (a) Includes revenue from clearspan structures. (b) Includes $ 9.5 million and $ 10.1 million of service revenue for the three months ended June 30, 2025 and 2024, respectively, and $ 18.7 million and $ 20.1 million of service revenue for the six months ended June 30, 2025 and 2024, respectively. (c) Includes primarily damage billings, delinquent payment charges, service revenue, and other processing fees associated with leasing arrangements, and is partially offset by provisions for specific uncollectible lease receivables. Leasing and Services Revenue The majority of revenue ( 74 % for both the three months ended June 30, 2025 and 2024, and 75 % for both the six months ended June 30, 2025 and 2024) was generated by lease income subject to the guidance of Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASC 842"). The remaining revenue was generated by performance obligations in contracts with customers for services or the sale of units subject to the guidance in Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). 10 Receivables The Company manages credit risk associated with its accounts receivable at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 842 and ASC 606, the discussions below on credit risk and the Company's allowance for credit losses address the Company's total revenues. Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end markets. The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures. The Company's allowance for credit losses reflects its estimate of the amount of receivables that the Company will be unable to collect. T he estimated losses are calculated using the l oss rate method based upon a review of outstanding receivables, related aging, and historical collection experience. The Company's estimate is sensitive to changing circumstances, and the Company may be required to increase or decrease its allowance in future periods in response to changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Specifically identifiable lease revenue receivables and sales receivables not deemed probable of collection are recorded as a reduction of revenue. The remaining provision for credit losses is recorded as selling, general and administrative expense. Activity in the allowance for credit losses was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Balance at beginning of period $ 100,291 $ 86,418 $ 101,693 $ 81,656 Provision for credit losses, net of recoveries 7,418 11,389 19,756 23,196 Write-offs recorded as a reduction to revenue ( 19,571 ) ( 8,605 ) ( 33,336 ) ( 15,659 ) Foreign currency translation and other 222 ( 132 ) 247 ( 123 ) Balance at end of period $ 88,360 $ 89,070 $ 88,360 $ 89,070 Contract Assets and Liabilities When customers are billed in advance for services, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. The balance sheet classification of deferred revenue is determined based on the contractual lease term. For contracts that continue beyond their initial contractual lease term, revenue continues to be deferred until the services are performed. As of June 30, 2025 and December 31, 2024, the Company had approximately $ 134.8 million and $ 139.4 million , respectively, of deferred revenue related to service revenue billed in advance. During the three and six months ended June 30, 2025, $ 23.1 million and $ 57.8 million, respectively, of deferred revenue related to service revenue billed in advance was recognized as revenue. The Company does not have material contract assets, and it did not recognize any material impairments of any contract assets. The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues that are expected to be recognized within twelve months, the Compa ny has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the market rate in place at the time those services are provided, and therefore, the Company is applying the optional exemption to omit disclosure of such amounts. The primary costs to obtain contracts fo r new and rental unit sales with the Company's customers are commissions. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and expenses commissions as incurred. NOTE 4 - Inventories Inventories at the respective balance sheet dates consisted of the following: (in thousands) June 30, 2025 December 31, 2024 Raw materials $ 40,112 $ 39,823 Finished units 6,434 7,650 Inventories $ 46,546 $ 47,473 11 NOTE 5 - Rental Equipment Rental equipment, net at the respective balance sheet dates consisted of the following: (in thousands) June 30, 2025 December 31, 2024 Modular space units $ 3,774,232 $ 3,658,086 Portable storage units 1,103,053 1,070,025 Value added products 230,165 220,205 Total rental equipment 5,107,450 4,948,316 Less: accumulated depreciation ( 1,682,926 ) ( 1,570,377 ) Rental equipment, net $ 3,424,524 $ 3,377,939 NOTE 6 - Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Balance at December 31, 2023 $ 1,176,635 Additions from acquisitions 26,948 Effects of movements in foreign exchange rates ( 2,230 ) Balance at December 31, 2024 1,201,353 Additions from acquisitions 54,478 Effects of movements in foreign exchange rates 1,433 Balance at June 30, 2025 $ 1,257,264 Intangible Assets Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: June 30, 2025 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated impairment loss Accumulated amortization Net book value Intangible assets subject to amortization: Customer relationships 3.5 $ 234,108 $ — $ ( 128,798 ) $ 105,310 Technology 1.0 1,500 — ( 1,250 ) 250 Trade names 2.3 165,500 ( 132,540 ) ( 16,726 ) 16,234 Indefinite-lived intangible assets: Trade name – WillScot 125,000 — — 125,000 Total intangible assets other than goodwill $ 526,108 $ ( 132,540 ) $ ( 146,774 ) $ 246,794 December 31, 2024 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated impairment loss Accumulated amortization Net book value Intangible assets subject to amortization: Customer relationships 3.5 $ 215,408 $ — $ ( 113,415 ) $ 101,993 Technology 1.5 1,500 — ( 1,125 ) 375 Trade names 2.7 165,500 ( 132,540 ) ( 9,164 ) 23,796 Indefinite-lived intangible assets: Trade name – WillScot 125,000 — — 125,000 Total intangible assets other than goodwill $ 507,408 $ ( 132,540 ) $ ( 123,704 ) $ 251,164 12 Amortization expense related to intangible assets was $ 11.8 million and $ 7.3 million for the three months ended June 30, 2025 and 2024, respectively, and $ 23.1 million and $ 14.7 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the expected future amortization expense for intangible assets was as follows for the years ended December 31: (in thousands) 2025 (remaining) $ 22,704 2026 40,210 2027 33,581 2028 18,037 2029 3,367 Thereafter 3,895 Total $ 121,794 NOTE 7 - Debt The carrying value of debt outstanding at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity June 30, 2025 December 31, 2024 2025 Secured Notes 6.125 % 2025 $ — $ 525,283 ABL Facility Varies 2027 1,567,861 1,556,651 2028 Secured Notes 4.625 % 2028 496,143 495,582 2029 Secured Notes 6.625 % 2029 493,025 492,467 2030 Secured Notes 6.625 % 2030 493,607 — 2031 Secured Notes 7.375 % 2031 494,460 494,329 Finance Leases Varies Varies 154,688 143,788 Total debt 3,699,784 3,708,100 Less: current portion of long-term debt 26,928 24,598 Total long-term debt $ 3,672,856 $ 3,683,502 Maturities of debt, including finance leases, during the periods subsequent to June 30, 2025 are as follows: (in thousands) 2025 (remaining) $ 20,011 2026 34,040 2027 1,612,794 2028 533,275 2029 525,396 Thereafter 1,034,493 Total $ 3,760,009 Asset Backed Lending Facility On July 1, 2020, certain subsidiaries of the Company, including Williams Scotsman, Inc. ("WSI"), entered into an asset-based credit agreement. As amended on June 30, 2022, the agreement provides for revolving credit facilities in the aggregate principal amount of up to $ 3.7 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $ 3.3 billion (the “US Facility”), (ii) a $ 400.0 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility," and together with the US Facility, the "ABL Facility"), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros, and (iii) an accordion feature that permits the Company to increase the lenders' commitments in an aggregate amount not to exceed the greater of $ 750.0 million and the amount of suppressed availability (as defined in the ABL Facility), plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility, subject to the satisfaction of customary conditions including lender approval. The ABL Facility is scheduled to mature on June 30, 2027. The applicable margin for Canadian Bankers' Acceptance Rate, Term Secured Overnight Financing Rate ("SOFR"), British Pounds Sterling and Euro loans is 1.50 %. In addition to the applicable margin, the facility includes a credit spread adjustment of 0.10 %. The applicable margin for base rate and Canadian Prime Rate loans is 0.50 %. The applicable margins 13 are subject to one step down of 0.25 % or one step up of 0.25 % based on the Company's leverage ratio and excess availability from the prior quarter. The ABL Facility requires the payment of a commitment fee on the unused available borrowings of 0.20 % annually. As of June 30, 2025, the weighted average interest rate for borrowings under the ABL Facility, as adjusted for the effects of the interest rate swap agreements, was 5.31 %. Refer to Note 10 for a more detailed discussion on interest rate management. Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate revolver commitments and (ii) the borrowing base ("Line Cap"). At June 30, 2025, the Line Cap was $ 3.2 billion and the Company had $ 1.6 billion of available borrowing capacity under the ABL Facility, including $ 1.4 billion under the US Facility and $ 197.6 million under the Multicurrency Facility. Borrowing capacity under the ABL Facility is made available for up to $ 220.0 million of letters of credit and $ 220.0 million of swingline loans. At June 30, 2025, the available capacity was $ 193.5 million of letters of credit and $ 220.0 million of swingline loans. At June 30, 2025, letters of credit and bank guarantees carried fees of 1.625 %. The Company had issued $ 26.5 million of standby letters of credit under the ABL Facility at June 30, 2025. The Company had approximately $ 1.6 billion of outstanding borrowings under the ABL Facility at June 30, 2025. Debt issuance costs of $ 14.1 million and $ 19.0 million were included in the carrying value of the ABL Facility at June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025, the Company had no outstanding principal borrowings on the Multicurrency Facility and $ 1.1 million of related debt issuance costs, which were recorded in other non-current assets on the condensed consolidated balance sheet. The ABL Facility and related guarantees are secured by a first priority security interest in substantially all of the assets of WSI and the Company’s other subsidiaries that are borrowers or guarantors under the ABL Facility, subject to customary exclusions. Senior Secured Notes On March 26, 2025, WSI completed a private offering of $ 500.0 million in aggregate principal amount of its 6.625 % senior secured notes due 2030 (the "2030 Secured Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended and to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act. The 2030 Secured Notes mature on April 15, 2030 and bear interest at a rate of 6.625 % per annum. Interest is payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2025. Unamortized deferred financing costs pertaining to the 2030 Secured Notes were $ 6.4 million as of June 30, 2025. On March 27, 2025, net proceeds from the offering of the 2030 Secured Notes, together with $ 33.0 million of additional borrowings under the ABL Facility, were used to (i) redeem all of WSI's outstanding 6.125 % senior secured notes due 2025 (the "2025 Secured Notes") at a redemption price equal to 100.00 % of the principal amount of the 2025 Notes outstanding, totaling $ 526.5 million, plus accrued and unpaid interest to, but excluding, the redemption date and (ii) pay related fees and expenses. The 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, and 2031 Secured Notes (collectively, “the Secured Notes”) are unconditionally guaranteed by certain subsidiaries of the Company (collectively, “the Note Guarantors”). WillScot is not a guarantor of the Secured Notes. The Note Guarantors are guarantors or borrowers under the ABL Facility. To the extent lenders under the ABL Facility release the guarantee of any Note Guarantor, such Note Guarantor will also be released from obligations under the Secured Notes. The Secured Notes and related guarantees are secured by a second priority security interest in substantially the same assets of WSI and the Note Guarantors securing the ABL Facility. Upon the repayment of the 2028 Secured Notes, if the lien associated with the ABL Facility represents the only lien outstanding on the collateral under the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes (other than certain permitted liens), the collateral securing the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will be released and the 2029 Secured Notes, 2030 Secured Notes, and the 2031 Secured Notes will become unsecured subject to satisfaction of customary conditions. Finance Leases The Company maintains finance leases primarily for transportation and branch operations-related equipment. At June 30, 2025 and December 31, 2024, obligations under the finance leases were $ 154.7 million and $ 143.8 million, respectively. Covenant Compliance The Company was in compliance with all debt covenants and restrictions associated with its debt instruments as of June 30, 2025. NOTE 8 – Equity Common Stock In connection with the stock compensation vesting and stock option exercises described in Note 12, the Company issued 1,300,135 shares of Common Stock during the six months ended June 30, 2025 . 14 Dividends On February 18, 2025, the Company's Board of Directors approved a quarterly dividend program. 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, the Board of Directors declared a quarterly dividend of $ 0.07 per share, totaling $ 13.0 million. In May 2025, the 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. Stock Repurchase Program In September 2024, the Board of Directors approved a reset of the share repurchase program authorizing the Company to repurchase up to $ 1.0 billion of its outstanding shares of Common Stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing, business, legal, accounting, and other considerations. During the six months ended June 30, 2025 , the Company 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 Common Stock remained available. Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the six months ended June 30, 2025 and 2024 were as follows: Six Months Ended June 30, 2025 (in thousands) Foreign currency translation Unrealized gains (losses) on hedging activities Total Balance at December 31, 2024 $ ( 80,720 ) $ 10,093 $ ( 70,627 ) Other comprehensive income (loss) before reclassifications 161 ( 5,710 ) ( 5,549 ) Reclassifications from AOCI to income — ( 2,431 ) ( 2,431 ) Balance at March 31, 2025 ( 80,559 ) 1,952 ( 78,607 ) Other comprehensive income (loss) before reclassifications 16,278 ( 1,469 ) 14,809 Reclassifications from AOCI to income — ( 2,453 ) ( 2,453 ) Balance at June 30, 2025 $ ( 64,281 ) $ ( 1,970 ) $ ( 66,251 ) Six Months Ended June 30, 2024 (in thousands) Foreign currency translation Unrealized gains on hedging activities Total Balance at December 31, 2023 $ ( 56,031 ) $ 3,263 $ ( 52,768 ) Other comprehensive (loss) income before reclassifications ( 5,548 ) 18,807 13,259 Reclassifications from AOCI to income — ( 5,267 ) ( 5,267 ) Balance at March 31, 2024 ( 61,579 ) 16,803 ( 44,776 ) Other comprehensive (loss) income before reclassifications ( 4,154 ) 7,247 3,093 Reclassifications from AOCI to income — ( 5,623 ) ( 5,623 ) Balance at June 30, 2024 $ ( 65,733 ) $ 18,427 $ ( 47,306 ) The Company reclassified amounts from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps. Associated with these reclassifications, t he Company recorded tax expense of $ 0.7 million and $ 1.6 million for the three months ended June 30, 2025 and 2024, respectively, and tax expense of $ 1.3 million and $ 3.0 million for the six months ended June 30, 2025 and 2024, respectively. Th e interest rate swaps are discussed in Note 10. NOTE 9 – Income Taxes The Company recorded $ 20.0 million and $ 37.9 million of income tax expense for the three and six months ended June 30, 2025, respectively, and $ 13.9 million of income tax benefit and $ 3.2 million of income tax expense for the three and six months ended June 30, 2024, respectively. The Company’s effective tax rate was 29.4 % for both the three and six months ended June 30, 2025. The Company's effective tax rate for the three and six months ended June 30, 2024 was 22.9 % and 25.4 %, respectively. 15 The effective tax rate for the three and six months ended June 30, 2025 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes, non-deductible executive compensation, and discrete tax expense related to equity compensation. The effective tax rate for the three and six months ended June 30, 2024 differed from the US federal statutory rate of 21% primarily due to state and provincial taxes and non-deductible executive compensation, partially offset by a discrete tax benefit related to employee stock vesting. On July 4, 2025, the United States Congress passed the budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company is in the process of evaluating the effect of the OBBB on its financial statements. NOTE 10 - Derivatives In January 2023, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 750.0 million in aggregate notional amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.44 % on the notional amount. In January 2024, the Company entered into two interest rate swap agreements with financial counterparties relating to $ 500.0 million in aggregate notional amount of variable-rate debt under the ABL Facility. Under the terms of the agreements, the Company receives a floating rate equal to one-month term SOFR and makes payments based on a fixed interest rate of 3.70 % on the notional amount. The swap agreements were designated and qualified as hedges of the Company's exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. The swap agreements terminate on June 30, 2027. At June 30, 2025, the floating rate that the Company received under the terms of these swap agreements was 4.32 % for the swap agreements entered in January 2023 and 4.31 % for the swap agreements entered in January 2024. The location and the fair value of derivative instruments designated as hedges were as follows: (in thousands) Balance Sheet Location June 30, 2025 December 31, 2024 Cash Flow Hedges: Interest rate swaps Prepaid expenses and other current assets $ 3,408 $ 6,990 Interest rate swaps Other non-current assets $ — $ 6,666 Interest rate swaps Other non-current liabilities $ ( 5,846 ) $ — The fair value of the interest rate swaps was based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy (see Note 11), and reflected the amount that the Company would receive or pay for contracts involving the same attributes and maturity dates. The following table discloses the impact of the interest rate swaps, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024 : Six Months Ended June 30, (in thousands) 2025 2024 (Loss) gain recognized in OCI $ ( 11,170 ) $ 31,104 Location of gain recognized in income Interest expense, net Interest expense, net Gain reclassified from AOCI into income $ ( 4,884 ) $ ( 10,890 ) NOTE 11 - Fair Value Measures The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company utilizes the following accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions The Company has assessed that the fair values of cash and short-term deposits, marketable securities, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. The Company's nonfinancial assets, which are measured at fair value on a nonrecurring basis, include rental equipment, property, plant and equipment, goodwill, intangible assets and certain other assets. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair values of finance leases at June 30, 2025 and December 31, 2024 approximate 16 their respective book values. The carrying value of the ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of current market rates. The fair values of the Secured Notes are based on their last trading price at the end of each period obtained from a third party. The following table shows the carrying amounts and fair values of these financial liabilities measured using Level 2 inputs: June 30, 2025 December 31, 2024 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 2025 Secured Notes $ — $ — $ 525,283 $ 527,269 2028 Secured Notes 496,143 494,375 495,582 477,170 2029 Secured Notes 493,025 514,430 492,467 506,235 2030 Secured Notes 493,607 519,455 — — 2031 Secured Notes 494,460 526,600 494,329 514,310 Total $ 1,977,235 $ 2,054,860 $ 2,007,661 $ 2,024,984 As of June 30, 2025, the carrying values of the 2028 Secured Notes, the 2029 Secured Notes, the 2030 Secured Notes, and the 2031 Secured Notes included $ 3.9 million, $ 7.0 million, $ 6.4 million, and $ 5.5 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability. As of December 31, 2024, the carrying values of the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Secured Notes, and the 2031 Secured Notes included $ 1.2 million, $ 4.4 million, $ 7.5 million, and $ 5.7 million, respectively, of unamortized debt issuance costs, which were presented as a direct reduction of the corresponding liability. The location and the fair value of derivative assets and liabilities in the condensed consolidated balance sheets are disclosed in Note 10. NOTE 12 - Stock-Based Compensation Stock-based compensation expense includes grants of stock options, time-based restricted stock units ("Time-Based RSUs") and performance-based restricted stock units ("Performance-Based RSUs," together with Time-Based RSUs, the "RSUs"). In addition, stock-based payments to non-executive directors and employees include grants of restricted stock awards ("RSAs"). Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSU's market condition. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. Restricted Stock Awards The following table summarizes the Company's RSA activity for the six months ended June 30, 2025 and 2024 : 2025 2024 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 36,346 $ 38.11 28,946 $ 44.44 Granted 64,070 $ 27.86 32,332 $ 38.20 Vested ( 32,332 ) $ 38.20 ( 25,483 ) $ 44.59 Outstanding at end of period 68,084 $ 28.42 35,795 $ 38.69 Compensation expense for RSAs recognized in selling, general and administrative ("SG&A") expense on the condensed consolidated statements of operations was $ 0.4 million and $ 0.3 million for the three months ended June 30, 2025 and 2024, respectively. Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $ 0.7 million and $ 0.6 million for the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, unrecognized compensation cost related to RSAs totaled $ 1.7 million and was expected to be recognized over the remaining weighted average vesting period of 0.9 years. 17 Time-Based RSUs The following table summarizes the Company's Time-Based RSU activity for the six months ended June 30, 2025 and 2024 : 2025 2024 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 576,652 $ 43.87 618,836 $ 36.07 Granted 391,843 $ 35.27 273,524 $ 48.68 Forfeited ( 33,936 ) $ 41.25 ( 12,906 ) $ 44.47 Vested ( 240,020 ) $ 39.90 ( 223,566 ) $ 33.31 Outstanding at end of period 694,539 $ 40.52 655,888 $ 42.11 Compensation expense for Time-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 2.6 million and $ 2.7 million for the three months ended June 30, 2025 and 2024, respectively. Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $ 5.1 million and $ 5.0 million for the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, unrecognized compensation cost related to Time-Based RSUs totaled $ 22.5 million and was expected to be recognized over the remaining weighted average vesting period of 2.9 years. Performance-Based RSUs The following table summarizes the Company's Performance-Based RSU award activity for the six months ended June 30, 2025 and 2024 : 2025 2024 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 1,768,460 $ 47.02 1,939,691 $ 42.95 Granted 406,265 $ 44.16 295,833 $ 66.60 Forfeited ( 30,955 ) $ 55.52 ( 9,965 ) $ 46.18 Vested (a) ( 620,326 ) $ 43.18 ( 353,323 ) $ 39.10 Outstanding at end of period 1,523,444 $ 47.65 1,872,236 $ 47.40 (a) The Performance-Based RSUs vested at a weighted average of 78 % of target, or 482,083 shares, and 200 % of target, or 706,646 shares, during the six months ended June 30, 2025 and 2024, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A expense on the condensed consolidated statements of operations was $ 5.3 million and $ 6.6 million for the three months ended June 30, 2025 and 2024, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of o perations was $ 10.9 million and $ 13.1 million for the six months ended June 30, 2025 and 2024, respectively. At June 30, 2025, unrecognized compensation cost related to Performance-Based RSUs totaled $ 30.6 million and was expected to be recognized over the remaining weighted average vesting period of 1.4 years. Certain Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in the S&P MidCap 400 Index at the grant date over the performance period of three years . The target number of RSUs may be adjusted from 0 % to 200 % based on the TSR attainment levels defined by the Company's Compensation Committee. The 100 % target payout is tied to performance at the 50 % percentile, with a payout curve ranging from 0 % (for performance less than the 25 % percentile) to 200 % (for performance above the 85 % percentile). For 555,790 Performance-Based RSUs granted in 2021, the awards cliff vest based on achievement of specified share prices of the Company's Common Stock at annual measurement dates over performance periods of 4.5 years to 4.8 years. The target number of RSUs may be adjusted from 0 to 1,333,334 based on the stock price attainment levels defined by the Company's Compensation Committee. The target payout for the 555,790 Performance-Based RSUs is tied to a stock price of $ 47.50 , with a payout ranging from 0 RSUs (for a stock price less than $ 42.50 ) to 1,333,334 RSUs (for a stock price of $ 60.00 or greater). 18 Stock Options The following table summarizes the Company's stock option activity for the six months ended June 30, 2025 : WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share Outstanding at beginning of period 534,188 $ 13.60 814,889 $ 12.77 Exercised — $ — ( 786,204 ) $ 12.77 Outstanding at end of period 534,188 $ 13.60 28,685 $ 12.86 Fully vested and exercisable options, June 30, 2025 534,188 $ 13.60 28,685 $ 12.86 The following table summarizes the Company's stock option activity for the six months ended June 30, 2024: WillScot Options Weighted-Average Exercise Price per Share Converted Mobile Mini Options Weighted-Average Exercise Price per Share Outstanding at beginning of period 534,188 $ 13.60 829,246 $ 12.86 Exercised — $ — ( 7,093 ) $ 17.04 Outstanding at end of period 534,188 $ 13.60 822,153 $ 12.82 Fully vested and exercisable options, June 30, 2024 534,188 $ 13.60 822,153 $ 12.82 NOTE 13 - Commitments and Contingencies The Company is involved in various lawsuits, claims and legal proceedings that arise in the ordinary course of business. The Company assesses these matters on a case-by-case basis as they arise and establishes reserves as required. As of June 30, 2025, with respect to these outstanding matters, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company's consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. NOTE 14 - Segment Reporting The Company has one reportable segment. Refer to Note 3 for revenue by geographic area and revenue by major product and service lines. Refer to the Condensed Consolidated Balance Sheets for total assets. Refer to the Condensed Consolidated Statements of Cash Flows for total expenditures for additions to long-lived assets. The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization. The Company reflects further adjustments to EBITDA (“Adjusted EBITDA”) to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core and ongoing business operations. The measure of profit or loss used by the Chief Operating Decision Maker ("CODM") to evaluate operating segment performance and allocate resources is Adjusted EBITDA. Management believes that evaluating operating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company. The Company considers Adjusted EBITDA to be an important metric because it reflects the business performance of the segments, inclusive of indirect costs. 19 The following table sets forth certain information regarding significant expense categories fo r the three and six months ended June 30, 2025 and 2024, respectively. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Revenues: Leasing and services revenue: Unit leasing and other rental-related $ 342,886 $ 358,480 $ 680,937 $ 722,767 VAPS and third party leasing 100,030 100,112 196,369 196,426 Delivery revenue 55,384 60,223 104,419 116,409 Installation revenue 53,068 47,924 92,694 92,100 Sales revenue: New units 21,620 21,378 44,057 34,877 Rental units 16,095 16,473 30,158 29,192 Total revenues 589,083 604,590 1,148,634 1,191,771 Less: (a) Costs of leasing and services: Unit leasing 77,096 81,695 148,841 167,258 VAPS and third party leasing 18,242 16,553 34,567 33,384 Delivery 45,081 45,642 85,636 90,155 Installation 43,073 35,528 76,314 68,857 Costs of sales: New units 13,552 13,358 28,750 21,631 Rental units 7,525 9,085 15,694 15,961 Employee SG&A expense (b) 67,471 67,230 135,736 137,870 Other segment items (c) 68,130 71,923 145,398 145,070 Adjusted EBITDA $ 248,913 $ 263,576 $ 477,698 $ 511,585 (a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (b) Employee SG&A expense consists of salaries and wages, bonuses, commissions, payroll taxes, and employee benefits. (c) Other segment items consist of service agreements and professional fees, real estate and occupancy costs, travel, bad debt expense, marketing and advertising, taxes, and other miscellaneous expenses. The following table presents reconciliations of the Company’s net income to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024, respectively: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Net income (loss) $ 47,939 $ ( 46,851 ) $ 90,994 $ 9,389 Income tax expense (benefit) 19,984 ( 13,929 ) 37,894 3,189 Interest expense, net 58,977 55,548 117,446 112,136 Depreciation and amortization 112,632 93,746 209,724 186,574 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 Integration costs 386 3,066 613 5,943 Stock compensation expense 8,373 9,614 16,714 18,713 Other ( 629 ) 23,661 2,103 36,097 Adjusted EBITDA $ 248,913 $ 263,576 $ 477,698 $ 511,585 20 NOTE 15 - Earnings Per Share The following table reconciles the weighted average shares outstanding for the basic earnings per share calculation to the weighted average shares outstanding for the diluted earnings per share calculation: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Numerator: Net income (loss) $ 47,939 $ ( 46,851 ) $ 90,994 $ 9,389 Denominator: Weighted average Common Shares outstanding – basic 182,468 189,680 183,071 189,909 Dilutive effect of outstanding securities: RSAs 20 — 21 19 Time-based RSUs 11 — 50 186 Performance-based RSUs 412 — 556 1,354 Stock options 528 — 669 942 Weighted average Common Shares outstanding – dilutive 183,439 189,680 184,367 192,410 The following potential common shares were excluded from the computation of dilutive EPS because their effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 RSAs — 36 — — Time-based RSUs 634 656 601 342 Performance-based RSUs 968 1,872 989 661 Stock Options — 1,356 — — Total anti-dilutive shares 1,602 3,920 1,590 1,003 21