WillScot Corporation Announces Fourth Quarter and Full Year 2018 Results and Reaffirms 2019 Outlook
Fourth Quarter 2018 Financial Highlights1,2
- Revenues of
$257.4 million , representing a 113.8% (or$137.0 million ) year over year increase, driven by growth in core leasing and services revenues of$124.4 million , or 119.8% primarily as a result of the impact of theActon and ModSpace acquisitions and organic growth. Pro forma revenues3 increased 2.8% to$257.4 million driven by a 17.9% increase in core modular leasing revenues as a result of rate improvements, offset by lower modular delivery and installation, new unit, and rental unit sales volumes.- Consolidated modular space average monthly rental rate increased to
$562 representing a 1.1% increase year over year. Pro forma monthly rental rates4 increased 11.3% year over year, driven primarily by a 12.6% year-over-year increase in our core Modular - US Segment. - Consolidated modular space units on rent increased 52,423 or 121.6% year over year, driven by recent acquisitions, and average modular space utilization increased 110 basis points (“bps”) year over year to 73.0%. Pro forma utilization4 increased 290 bps year over year in the Modular - US segment and 250 bps on a consolidated basis.
- Consolidated modular space average monthly rental rate increased to
- Consolidated net loss of
$10.4 million improved by$115.0 million versus prior year and included$28.7 million of discrete costs expensed in the period related to transaction costs, restructuring costs and integration activities. The$28.7 million of discrete costs included$8.3 million of restructuring costs and$20.4 million of transaction and integration costs. - Adjusted EBITDA of
$73.5 million from our Modular - US and Modular - OtherNorth America segments (the “Modular Segments”) represents a 103.6% (or$37.4 million ) year over year increase as compared to the same period in 2017.
2018 Full Year Financial Highlights1,2
- Revenues of
$751.4 million , representing a 68.5% (or$305.5 million ) year over year increase, driven by growth in core leasing and services revenues of$285.1 million , or 73.5% primarily as a result of the impact of theActon and ModSpace acquisitions and organic growth. On a pro forma basis, total revenues increased$80.7 million , or 8.2%, to$1,064.0 million driven by a 16.0% increase in core modular leasing revenues.- Consolidated modular space average monthly rental rate increased to
$552 representing a 2.6% increase year over year. Pro forma monthly rental rates4 increased 10.7% year over year, driven primarily by an 11.9% year-over-year increase in our core Modular - US segment - Consolidated modular space units on rent increased 28,994 or 70.3% year over year, including both organic growth and growth from recent acquisitions, and average modular space utilization increased 130 bps year over year to 71.6%. Pro forma average modular space units on rent4 increased 0.5% year over year in the Modular - US segment, and declined 1.7% in the Modular - Other
North America segment. Pro forma utilization4 increased 230 bps year over year in the Modular - US segment and 200 bps on a consolidated basis.
- Consolidated modular space average monthly rental rate increased to
- Consolidated net loss of
$53.6 million improved by$96.2 million versus prior year and included$86.1 million of discrete costs expensed in the period related to transaction costs, bridge financing costs, restructuring costs and integration activities, as the Company substantially advanced restructuring and integration efforts related to its acquisitions and recapitalized its balance sheet. The$86.1 million of discrete costs included$15.5 million of restructuring costs,$30.0 million of integration costs,$20.5 million of interest expense representing bridge financing and upfront commitment fees, and$20.1 million of transaction costs. - Adjusted EBITDA of
$215.5 million from our Modular Segments, representing a 73.9% (or$91.6 million ) year over year increase as compared to the same period in 2017. This represents the midpoint of management's 2018 outlook, which was increased onOctober 1, 2019 to incorporate ModSpace's expected results. - On a pro forma basis, Adjusted EBITDA in 2018 for the Modular Segments totaled
$284.5 million , up$31.5 million , or 12.5% organically from$253.0 million in 2017. These pro forma results do not include over$60.0 million of incremental cost savings that management expects to realize from the ModSpace andActon acquisitions, as well as incremental revenue growth from increased penetration of ‘Ready to Work’ solutions across the combined portfolio. Consolidated pro forma Adjusted EBITDA of$284.5 million was up$46.7 million , or 19.6% over 2017.
Three Months Ended |
Twelve Months Ended |
||||||||||||||
(in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Revenue | $ | 257,404 | $ | 120,382 | $ | 751,412 | $ | 445,942 | |||||||
Consolidated net loss | $ | (10,387 | ) | $ | (125,380 | ) | $ | (53,572 | ) | $ | (149,812 | ) | |||
Three Months Ended |
Twelve Months Ended |
||||||||||||
Adjusted EBITDA(2) by Segment (in thousands) | 2018 | 2017 | 2018 | 2017 | |||||||||
Modular - US | $ | 67,240 | $ | 31,633 | $ | 196,410 | $ | 110,822 | |||||
Modular - Other |
6,267 | 4,513 | 19,123 | 13,099 | |||||||||
Modular Segments Adjusted EBITDA | 73,507 | 36,146 | 215,533 | 123,921 | |||||||||
Corporate & other | — | (4,915 | ) | — | (15,112 | ) | |||||||
Consolidated Adjusted EBITDA | $ | 73,507 | $ | 31,231 | $ | 215,533 | $ | 108,809 |
Pro forma Combined Year Ended |
2018 vs. 2017 | |||||||||||||
Pro forma Results3 (in thousands) | 2018 | 2017 | $ Change | % Change | ||||||||||
Revenue | $ | 1,064,021 | $ | 983,334 | $ | 80,687 | 8.2% | |||||||
Net loss | $ | (30,012 | ) | $ | (212,415 | ) | $ | 182,403 | ||||||
Other Financial Data: | ||||||||||||||
Adjusted EBITDA - Modular - US2 | $ | 262,504 | $ | 224,233 | $ | 38,271 | 17.1 % | |||||||
Adjusted EBITDA - Modular - Other |
22,024 | 28,803 | (6,779 | ) | (23.5)% | |||||||||
Adjusted EBITDA - Modular Segments2 | 284,528 | 253,036 | 31,492 | 12.4 % | ||||||||||
Adjusted EBITDA - Corporate & other2, 5 | — | (15,112 | ) | 15,112 | 100.0% | |||||||||
Pro Forma Adjustments | — | (70 | ) | 70 | 100.0% | |||||||||
Consolidated Adjusted EBITDA2 | $ | 284,528 | $ | 237,854 | $ | 46,674 | 19.6% |
1 - WillScot (formerly known as
2 - Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA, as well as segment-level results to net loss, have been provided in the financial statement tables included in this press release. An explanation of these non-GAAP financial measures is included below under the heading “Non-GAAP Financial Measures.” Please see the non-GAAP reconciliation tables included at the end of this press release.
3 - The pro forma financial information contained in this press release includes the results of WillScot,
4 - The pro forma performance metrics contained in this press release (including average units on rent, average monthly rental rate, and utilization), include the results of WillScot and all previous acquisitions for all periods presented, including the
5 - Included in Corporate & other are selling, general and administrative expenses related to the
6 - Information reconciling forward-looking Adjusted EBITDA to GAAP financial measures is unavailable to the Company without unreasonable effort and therefore no reconciliation to the most comparable GAAP measures is provided.
7 - Net capital expenditures is a non-GAAP financial measure. Please see the non-GAAP reconciliation tables included at the end of this press release.
Integration Update
In
We have since made significant progress integrating ModSpace's operations into the WillScot organizational structure, branch footprint, shared services, and information technology platform. In particular,
- effective
November 1, 2018 , our combined sales organization began to write new contracts using WillScot's pricing and information technology platforms and value-added products and services ("VAPS") offering; - effective
November 5, 2018 , we consolidated more than 200 locations in the US andCanada historically serving WillScot, Tyson,Acton and ModSpace into approximately 120 locations; and - effective
January 7, 2019 , we completed the remaining IT system cut over and began billing all units on rent out of the WillScot platform, and we completed the final runoff of ModSpace accounts receivable and payable in March.
We will continue to consolidate and liquidate real estate positions and relocate fleet acquired in the
Management Commentary2,6
Our execution of the
Fourth Quarter 2018 Results
Total consolidated revenues increased 113.8% to
- Modular - US segment revenue increased 125.0% to
$233.1 million , as compared to$103.6 million in the prior year quarter with core leasing and services revenues up$115.1 million , or 124.7% year over year.- Modular space average monthly rental rate of
$563 , representing a 0.5% year over year increase. Organic increases on unit pricing and VAPS pricing and penetration on the WillScot legacy fleet were partially offset by lower rates on units acquired fromActon and Tyson and to a lesser extent, ModSpace, and by lower VAPS pricing and penetration on all acquired fleet. Pro forma monthly rental rates4 increased 12.6% year over year. - Average modular space units on rent increased 48,642, or a 128.9% year over year increase, primarily resulting from our acquisitions. Pro forma units on rent4 decreased 1.0% year over year, and pro forma utilization4 tightened by 290 basis points year over year, as the Company executed major integration and fleet rebalancing activities across the branch network.
- Modular space average monthly rental rate of
- Modular - Other
North America segment revenue increased 43.8% to$24.3 million , compared to$16.9 million in the prior year quarter, with modular space average units on rent up 70.0% and average monthly rental rate up 3.6% compared to the prior year quarter.- On a pro forma basis, Modular - Other
North America segment modular space units on rent4 decreased 2.1% as a result of a scheduled oil & gas sector project completion in ModSpace'sWestern Canada operations prior to the acquisition date, however modular space units on rent have been stable since the first quarter of 2018. Pro forma modular space rental rate4 decreased 1.6% compared to the prior year quarter.
- On a pro forma basis, Modular - Other
- The Modular Segments delivered Adjusted EBITDA of
$73.5 million , up 103.6% compared to$36.1 million in the prior year quarter. Adjusted EBITDA margins declined 140 bps year over year to 28.6%, as a result of the first full quarterly contribution from ModSpace at an approximately 24% contribution margin, prior to realization of the estimated$60.0 million of annual reoccurring cost synergies.- Modular - US segment Adjusted EBITDA increased 112.7% to
$67.2 million , and Modular - OtherNorth America segment Adjusted EBITDA increased$1.8 million to$6.3 million from the prior year quarter. Consolidated Adjusted EBITDA increased 135.6% to$73.5 million , as compared to$31.2 million in the prior year quarter.
- Modular - US segment Adjusted EBITDA increased 112.7% to
Full Year 2018 Results
Total consolidated revenues increased 68.5% to
- Modular - US segment revenue increased 72.5% to
$677.6 million , as compared to$392.9 million in the prior year with core leasing and services revenues up$262.2 million , or 75.9% year over year.- Modular space average monthly rental rate of
$551 , representing a 2.4% year over year increase. Organic increases on unit pricing and VAPS pricing and penetration on the WillScot legacy fleet were partially offset by lower rates on units acquired fromActon and Tyson and to a lesser extent, ModSpace, and by lower VAPS pricing and penetration on all acquired fleet. Pro forma monthly rental rates4 increased 11.9% year over year. - Average modular space units on rent increased 27,170, or a 75.1% year over year increase, primarily resulting from our acquisitions. Pro forma units on rent4 increased 0.5% year over year.
- Average modular space monthly utilization decreased 20 bps to 73.7%. This decrease was driven by lower utilization on the acquired
Acton fleet as compared to the overall average. Pro forma utilization4 increased 230 bps year over year.
- Modular space average monthly rental rate of
- Modular - Other
North America segment revenue increased 37.4% to$73.8 million , compared to$53.7 million in the prior year, with modular space average units on rent up 35.8% and average monthly rental rate up 5.1% compared to the prior year.- On a pro forma basis, Modular - Other
North America segment modular space units on rent4 decreased 1.7% as a result of a scheduled oil & gas project completion in ModSpace'sWestern Canada operations prior to the acquisition date. Modular space units on rent have been stable since the first quarter of 2018, however, and pro forma modular space rental rate4 increased 0.2% compared to the prior year.
- On a pro forma basis, Modular - Other
- The Modular Segments delivered Adjusted EBITDA of
$215.5 million , up 73.9% compared to$123.9 million in the prior year. Adjusted EBITDA margins expanded by 100 bps to 28.7%, due to the organic increases in pricing and value-added products revenue, as well as the realization of cost synergies from theActon acquisition, partly offset by the lower contribution margin from acquired ModSpace revenues in the last four and one half months of 2018.- Modular - US segment Adjusted EBITDA increased 77.3% to
$196.4 million , and Modular - OtherNorth America segment Adjusted EBITDA increased$6.0 million to$19.1 million from the prior year. Consolidated Adjusted EBITDA increased 98.1% to$215.5 million , as compared to$108.8 million in the prior year.
- Modular - US segment Adjusted EBITDA increased 77.3% to
- On a pro forma basis, Adjusted EBITDA in 2018 for the Modular Segments totaled
$284.5 million , up$31.5 million , or up 12.5% organically from$253.0 million in 2017. Pro forma Adjusted EBITDA margins for the Modular Segments increased by 100 bps to 26.7%, due to organic increases in pricing and values-added products, as well as the realization ofActon -related cost synergies, but prior to the realization of an estimated$60.0 million of ModSpace-related cost synergies.- Pro forma Modular - US segment Adjusted EBITDA increased
$38.3 million , or 17.1% to$262.5 million from$224.2 million and pro forma Modular - OtherNorth America segment Adjusted EBITDA decreased$6.8 million to$22.0 million from$28.8 million in the prior year.
- Pro forma Modular - US segment Adjusted EBITDA increased
Capitalization and Liquidity Update
Capital expenditures from continuing operations increased
During the year ended
As of
On
Warrant Exchange
In
Reaffirmation of 2019 Outlook
Management reaffirmed the Company's outlook for the full year 2019, which we announced previously on
- Total revenue between
$1.05 billion and$1.15 billion - Adjusted EBITDA between
$345 million and$365 million 6 - Net capital expenditures (after gross rental unit sales) between
$130 million and$160 million 7
Non-GAAP Financial Measures
This press release includes non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, pro forma revenue, pro forma Adjusted EBITDA, net capital expenditures, and net rental capital expenditures. Adjusted EBITDA is defined as net income (loss) before income tax expense, net interest expense, depreciation and amortization adjusted for non-cash items considered non-core to business operations including net currency losses, change in fair value of contingent considerations, goodwill and other impairment charges, restructuring costs and other non-recurring expenses. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Net capital expenditures is defined as capital expenditures for purchases and capitalized refurbishments of rental equipment, plus purchases of property, plant and equipment, reduced by proceeds from the sale of rental equipment. Net rental capital expenditures is defined as capital expenditures for purchases and capitalized refurbishments of rental equipment, reduced by proceeds from the sale of rental equipment. Pro forma revenue and pro forma Adjusted EBITDA are defined the same as revenue and Adjusted EBITDA, but include pre-acquisition results from
Information reconciling forward-looking Adjusted EBITDA to GAAP financial measures is unavailable to WillScot without unreasonable effort. We cannot provide reconciliations of forward looking Adjusted EBITDA to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted, such as the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to WillScot without unreasonable effort. Although we provide a range of Adjusted EBITDA that we believe will be achieved, we cannot accurately predict all the components of the Adjusted EBITDA calculation. WillScot provides Adjusted EBITDA guidance because we believe that Adjusted EBITDA, when viewed with our results under GAAP, provides useful information for the reasons noted above.
Conference Call Information
WillScot will host a conference call and webcast to discuss its fourth quarter and full year 2018 results at
About
Headquartered in
Forward-Looking Statements
This news release contains forward-looking statements (including affirmation of earnings guidance) within the meaning of the
Additional Information and Where to Find It
Additional information about the transaction can be found on our investor relations website at http://investors.willscot.com.
Contact Information | |
Investor Inquiries: | Media Inquiries: |
investors@willscot.com | scott.junk@willscot.com |
Consolidated Statements of Operations | ||||||||||||
(Unaudited; in thousands, except share and per share data) | ||||||||||||
Years Ended |
||||||||||||
2018 | 2017 | 2016 | ||||||||||
Revenues: | ||||||||||||
Leasing and services revenue: | ||||||||||||
Modular leasing | $ | 518,235 | $ | 297,821 | $ | 283,550 | ||||||
Modular delivery and installation | 154,557 | 89,850 | 81,892 | |||||||||
Sales: | ||||||||||||
New units | 53,603 | 36,371 | 39,228 | |||||||||
Rental units | 25,017 | 21,900 | 21,942 | |||||||||
Total revenues | 751,412 | 445,942 | 426,612 | |||||||||
Costs: | ||||||||||||
Costs of leasing and services: | ||||||||||||
Modular leasing | 143,120 | 83,588 | 75,516 | |||||||||
Modular delivery and installation | 143,950 | 85,477 | 75,359 | |||||||||
Costs of sales: | ||||||||||||
New units | 36,863 | 26,025 | 27,669 | |||||||||
Rental units | 16,659 | 12,643 | 10,894 | |||||||||
Depreciation of rental equipment | 121,436 | 72,639 | 68,981 | |||||||||
Gross profit | 289,384 | 165,570 | 168,193 | |||||||||
Expenses: | ||||||||||||
Selling, general and administrative | 254,871 | 162,351 | 139,093 | |||||||||
Other depreciation and amortization | 13,304 | 8,653 | 9,019 | |||||||||
Impairment losses on goodwill | — | 60,743 | 5,532 | |||||||||
Impairment losses on property, plant and equipment | 1,600 | — | — | |||||||||
Restructuring costs | 15,468 | 2,196 | 2,810 | |||||||||
Currency losses (gains), net | 2,454 | (12,878 | ) | 13,098 | ||||||||
Other (income) expense, net | (4,574 | ) | 2,827 | 1,831 | ||||||||
Operating income (loss) | 6,261 | (58,322 | ) | (3,190 | ) | |||||||
Interest expense | 98,433 | 119,308 | 94,671 | |||||||||
Interest income | — | (12,232 | ) | (10,228 | ) | |||||||
Loss from continuing operations before income tax | (92,172 | ) | (165,398 | ) | (87,633 | ) | ||||||
Income tax benefit | (38,600 | ) | (936 | ) | (24,502 | ) | ||||||
Loss from continuing operations | (53,572 | ) | (164,462 | ) | (63,131 | ) | ||||||
Income from discontinued operations, net of tax | — | 14,650 | 32,195 | |||||||||
Net loss | (53,572 | ) | (149,812 | ) | (30,936 | ) | ||||||
Net loss attributable to non-controlling interest, net of tax | (4,532 | ) | (2,110 | ) | — | |||||||
Net loss attributable to WillScot | (49,040 | ) | (147,702 | ) | (30,936 | ) | ||||||
Non-cash deemed dividend related to warrant exchange | (2,135 | ) | — | — | ||||||||
Net loss attributable to WillScot common shareholders | $ | (51,175 | ) | $ | (147,702 | ) | $ | (30,936 | ) | |||
Net (loss) income per share attributable to WillScot common shareholders– basic and diluted | ||||||||||||
Continuing operations | $ | (0.59 | ) | $ | (8.21 | ) | $ | (4.34 | ) | |||
Discontinued operations | $ | — | $ | 0.74 | $ | 2.21 | ||||||
Net loss per share attributable to WillScot common shareholders | $ | (0.59 | ) | $ | (7.47 | ) | $ | (2.13 | ) | |||
Weighted average shares: basic & diluted | 87,209,605 | 19,760,189 | 14,545,833 |
Unaudited Quarterly Consolidated Operating Data
Quarterly Consolidated Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||
Revenue | $ | 134,751 | $ | 140,333 | $ | 218,924 | $ | 257,404 | $ | 751,412 | |||||
Gross profit | $ | 50,921 | $ | 54,640 | $ | 80,946 | $ | 102,877 | $ | 289,384 | |||||
Adjusted EBITDA | $ | 35,492 | $ | 41,916 | $ | 64,618 | $ | 73,507 | $ | 215,533 | |||||
Net capital expenditures from continuing operations | $ | 24,956 | $ | 29,390 | $ | 38,656 | $ | 41,742 | $ | 134,744 | |||||
Modular space units on rent (average during the period) | 54,112 | 54,521 | 75,413 | 95,549 | 70,257 | ||||||||||
Average modular space utilization rate | 69.9% | 70.3% | 71.8% | 73.0% | 71.6% | ||||||||||
Average modular space monthly rental rate | $ | 534 | $ | 551 | $ | 561 | $ | 562 | $ | 552 | |||||
Portable storage units on rent (average during the period) | 13,986 | 13,496 | 15,781 | 18,297 | 15,480 | ||||||||||
Average portable storage utilization rate | 70.3% | 68.1% | 68.0% | 68.9% | 68.9% | ||||||||||
Average portable storage monthly rental rate | $ | 118 | $ | 119 | $ | 120 | $ | 119 | $ | 119 |
Quarterly Consolidated Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | |||||||||||||
Revenue | $ | 99,321 | $ | 110,077 | $ | 116,162 | $ | 120,382 | $ | 445,942 | ||||||||
Gross profit | 37,938 | $ | 39,583 | $ | 41,269 | $ | 46,780 | $ | 165,570 | |||||||||
Adjusted EBITDA | $ | 21,946 | $ | 26,247 | $ | 29,385 | $ | 31,231 | $ | 108,809 | ||||||||
Net capital expenditures from continuing operations | $ | 17,476 | $ | 23,928 | $ | 19,727 | $ | 18,607 | $ | 79,738 | ||||||||
Modular space units on rent (average during the period) | 39,887 | 40,680 | 41,465 | 43,126 | 41,263 | |||||||||||||
Average modular space utilization rate | 68.3% | 69.8% | 71.3% | 71.9% | 70.3% | |||||||||||||
Average modular space monthly rental rate | $ | 515 | $ | 534 | $ | 541 | $ | 556 | $ | 538 | ||||||||
Portable storage units on rent (average during the period) | 13,083 | 12,339 | 12,241 | 12,575 | 12,599 | |||||||||||||
Average portable storage utilization rate | 73.7% | 70.0% | 69.8% | 71.2% | 71.4% | |||||||||||||
Average portable storage monthly rental rate | $ | 113 | $ | 114 | $ | 117 | $ | 120 | $ | 116 |
Unaudited Quarterly Segment Operating Data
Modular - US Quarterly Results
Quarterly Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | |||||||||||||
Revenue | $ | 122,087 | $ | 124,813 | $ | 197,625 | $ | 233,065 | $ | 677,590 | ||||||||
Gross profit | $ | 46,808 | $ | 49,741 | $ | 73,007 | $ | 94,764 | $ | 264,320 | ||||||||
Adjusted EBITDA | $ | 32,612 | $ | 38,104 | $ | 58,454 | $ | 67,240 | $ | 196,410 | ||||||||
Net capital expenditures | $ | 23,838 | $ | 27,659 | $ | 35,824 | $ | 41,448 | $ | 128,769 | ||||||||
Modular space units on rent (average during the period) | 48,657 | 48,997 | 67,978 | 86,369 | 63,336 | |||||||||||||
Average modular space utilization rate | 71.8% | 72.2% | 73.8% | 75.3% | 73.7% | |||||||||||||
Average modular space monthly rental rate | $ | 533 | $ | 549 | $ | 559 | $ | 563 | $ | 551 | ||||||||
Portable storage units on rent (average during the period) | 13,625 | 13,127 | 15,373 | 17,868 | 15,089 | |||||||||||||
Average portable storage utilization rate | 70.8% | 68.5% | 68.3% | 69.4% | 69.4% | |||||||||||||
Average portable storage monthly rental rate | $ | 118 | $ | 120 | $ | 120 | $ | 119 | $ | 119 |
Quarterly Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||
Revenue | $ | 87,415 | $ | 98,209 | $ | 103,678 | $ | 103,631 | $ | 392,933 | |||||||||
Gross profit | $ | 33,815 | $ | 35,954 | $ | 37,766 | $ | 41,150 | $ | 148,685 | |||||||||
Adjusted EBITDA | $ | 23,683 | $ | 26,329 | $ | 29,177 | $ | 31,633 | $ | 110,822 | |||||||||
Net capital expenditures | $ | 17,802 | $ | 23,088 | $ | 18,974 | $ | 17,485 | $ | 77,349 | |||||||||
Modular space units on rent (average during the period) | 35,074 | 35,780 | 36,183 | 37,727 | 36,166 | ||||||||||||||
Average modular space utilization rate | 72.3% | 73.8% | 74.7% | 75.0% | 73.9% | ||||||||||||||
Average modular space monthly rental rate | $ | 513 | $ | 535 | $ | 542 | $ | 560 | $ | 538 | |||||||||
Portable storage units on rent (average during the period) | 12,724 | 11,988 | 11,894 | 12,222 | 12,246 | ||||||||||||||
Average portable storage utilization rate | 74.6% | 70.7% | 70.6% | 71.9% | 72.2% | ||||||||||||||
Average portable storage monthly rental rate | $ | 113 | $ | 114 | $ | 117 | $ | 119 | $ | 116 |
Modular - Other North America Quarterly Results
Quarterly Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | |||||||||||||
Revenue | $ | 12,664 | $ | 15,520 | $ | 21,299 | $ | 24,339 | $ | 73,822 | ||||||||
Gross profit | $ | 4,113 | $ | 4,899 | $ | 7,939 | $ | 8,113 | $ | 25,064 | ||||||||
Adjusted EBITDA | $ | 2,880 | $ | 3,812 | $ | 6,164 | $ | 6,267 | $ | 19,123 | ||||||||
Net capital expenditures | $ | 1,118 | $ | 1,731 | $ | 2,832 | $ | 294 | $ | 5,975 | ||||||||
Modular space units on rent (average during the period) | 5,455 | 5,524 | 7,435 | 9,180 | 6,921 | |||||||||||||
Average modular space utilization rate | 56.6% | 57.1% | 57.3% | 56.6% | 56.8% | |||||||||||||
Average modular space monthly rental rate | $ | 541 | $ | 573 | $ | 587 | $ | 546 | $ | 559 | ||||||||
Portable storage units on rent (average during the period) | 362 | 369 | 408 | 429 | 391 | |||||||||||||
Average portable storage utilization rate | 55.8% | 57.4% | 56.4% | 54.0% | 55.6% | |||||||||||||
Average portable storage monthly rental rate | $ | 116 | $ | 116 | $ | 101 | $ | 101 | $ | 108 |
Quarterly Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||
Revenue | $ | 12,059 | $ | 12,010 | $ | 12,723 | $ | 16,864 | $ | 53,656 | |||||||||
Gross profit | $ | 4,266 | $ | 3,769 | $ | 3,744 | $ | 5,753 | $ | 17,532 | |||||||||
Adjusted EBITDA | $ | 3,119 | $ | 2,506 | $ | 2,961 | $ | 4,513 | $ | 13,099 | |||||||||
Net capital expenditures | $ | (326 | ) | $ | 839 | $ | 672 | $ | 1,123 | $ | 2,308 | ||||||||
Modular space units on rent (average during the period) | 4,813 | 4,900 | 5,282 | 5,399 | 5,097 | ||||||||||||||
Average modular space utilization rate | 48.9% | 50.0% | 54.1% | 55.8% | 52.2% | ||||||||||||||
Average modular space monthly rental rate | $ | 530 | $ | 534 | $ | 536 | $ | 527 | $ | 532 | |||||||||
Portable storage units on rent (average during the period) | 359 | 351 | 347 | 353 | 353 | ||||||||||||||
Average portable storage utilization rate | 52.7% | 51.8% | 51.9% | 54.0% | 52.6% | ||||||||||||||
Average portable storage monthly rental rate | $ | 110 | $ | 118 | $ | 123 | $ | 125 | $ | 119 |
Corporate & Other Quarterly Results
Quarterly Results for the Year Ended
(in thousands) | Q1 | Q2 | Q3 | Q4 | Full Year | |||||||||
Revenue | $ | — | $ | — | $ | — | $ | — | $ | — | ||||
Gross profit | $ | — | $ | — | $ | — | $ | — | $ | — | ||||
Adjusted EBITDA | $ | — | $ | — | $ | — | $ | — | $ | — |
Quarterly Results for the Year Ended
(in thousands) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||
Revenue | $ | (153 | ) | $ | (142 | ) | $ | (239 | ) | $ | (113 | ) | $ | (647 | ) | ||||
Gross profit | $ | (143 | ) | $ | (140 | ) | $ | (241 | ) | $ | (123 | ) | $ | (647 | ) | ||||
Adjusted EBITDA | $ | (4,856 | ) | $ | (2,588 | ) | $ | (2,753 | ) | $ | (4,915 | ) | $ | (15,112 | ) |
Consolidated Balance Sheets | |||||||
(Unaudited; in thousands, except share data) | |||||||
2018 | 2017 | ||||||
Assets | |||||||
Cash and cash equivalents | $ | 8,958 | $ | 9,185 | |||
Trade receivables, net of allowances for doubtful accounts at and |
206,502 | 94,820 | |||||
Inventories | 16,218 | 10,082 | |||||
Prepaid expenses and other current assets | 21,828 | 13,696 | |||||
Assets held for sale | 2,841 | — | |||||
Total current assets | 256,347 | 127,783 | |||||
Rental equipment, net | 1,929,290 | 1,040,146 | |||||
Property, plant and equipment, net | 183,750 | 83,666 | |||||
247,017 | 28,609 | ||||||
Intangible assets, net | 131,801 | 126,259 | |||||
Other non-current assets | 4,280 | 4,279 | |||||
Total long-term assets | 2,496,138 | 1,282,959 | |||||
Total assets | $ | 2,752,485 | $ | 1,410,742 | |||
Liabilities and equity | |||||||
Accounts payable | $ | 90,353 | $ | 57,051 | |||
Accrued liabilities | 84,696 | 48,912 | |||||
Accrued interest | 20,237 | 2,704 | |||||
Deferred revenue and customer deposits | 71,778 | 45,182 | |||||
Current portion of long-term debt | 1,959 | 1,881 | |||||
Total current liabilities | 269,023 | 155,730 | |||||
Long-term debt | 1,674,540 | 624,865 | |||||
Deferred tax liabilities | 67,384 | 120,865 | |||||
Deferred revenue and customer deposits | 7,723 | 5,377 | |||||
Other non-current liabilities | 31,618 | 19,355 | |||||
Long-term liabilities | 1,781,265 | 770,462 | |||||
Total liabilities | 2,050,288 | 926,192 | |||||
Commitments and contingencies (see Note 18) | |||||||
Class A common stock: and December 31, 2018 and |
11 | 8 | |||||
Class B common stock: and and |
1 | 1 | |||||
Additional paid-in-capital | 2,389,548 | 2,121,926 | |||||
Accumulated other comprehensive loss | (68,026 | ) | (49,497 | ) | |||
Accumulated deficit | (1,683,319 | ) | (1,636,819 | ) | |||
Total shareholders' equity | 638,215 | 435,619 | |||||
Non-controlling interest | 63,982 | 48,931 | |||||
Total equity | 702,197 | 484,550 | |||||
Total liabilities and equity | $ | 2,752,485 | $ | 1,410,742 |
Unaudited Pro Forma Quarterly Segment Operating Data
Modular - US Quarterly Results
Pro Forma4 Quarterly Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||
Modular space units on rent (average during the period) | 86,145 | 86,959 | 86,953 | 86,369 | 86,610 | ||||||||||||||
Average modular space utilization rate | 72.4% | 73.9% | 74.9% | 75.3% | 73.8% | ||||||||||||||
Average modular space monthly rental rate | $ | 508 | $ | 527 | $ | 549 | $ | 563 | $ | 537 | |||||||||
Portable storage units on rent (average during the period) | 18,517 | 17,948 | 17,689 | 17,868 | 18,043 | ||||||||||||||
Average portable storage utilization rate | 70.8% | 69.0% | 68.5% | 69.4% | 69.4% | ||||||||||||||
Average portable storage monthly rental rate | $ | 114 | $ | 115 | $ | 118 | $ | 119 | $ | 116 |
Pro Forma4 Quarterly Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | |||||||||||||
Modular space units on rent (average during the period) | 84,707 | 86,032 | 86,905 | 87,208 | 86,146 | |||||||||||||
Average modular space utilization rate | 69.4% | 70.6% | 71.8% | 72.4% | 71.5% | |||||||||||||
Average modular space monthly rental rate | $ | 459 | $ | 473 | $ | 484 | $ | 500 | $ | 480 | ||||||||
Portable storage units on rent (average during the period) | 19,496 | 18,873 | 18,979 | 19,074 | 19,135 | |||||||||||||
Average portable storage utilization rate | 73.6% | 71.1% | 71.9% | 72.7% | 72.9% | |||||||||||||
Average portable storage monthly rental rate | $ | 105 | $ | 106 | $ | 108 | $ | 111 | $ | 107 |
Modular - Other North America Quarterly Results
Pro Forma4 Quarterly Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||
Modular space units on rent (average during the period) | 9,165 | 9,251 | 9,258 | 9,180 | 9,201 | ||||||||||||||
Average modular space utilization rate | 55.9% | 56.8% | 56.8% | 56.6% | 56.4% | ||||||||||||||
Average modular space monthly rental rate | $ | 557 | $ | 571 | $ | 581 | $ | 546 | $ | 565 | |||||||||
Portable storage units on rent (average during the period) | 455 | 469 | 458 | 429 | 451 | ||||||||||||||
Average portable storage utilization rate | 55.5% | 57.5% | 57.0% | 54.0% | 55.6% | ||||||||||||||
Average portable storage monthly rental rate | $ | 105 | $ | 105 | $ | 96 | $ | 101 | $ | 102 |
Pro Forma4 Quarterly Results for the Year Ended
(in thousands, except for units on rent and monthly rental rate) | Q1 | Q2 | Q3 | Q4 | Full Year | |||||||||||||
Modular space units on rent (average during the period) | 9,147 | 9,388 | 9,607 | 9,381 | 9,357 | |||||||||||||
Average modular space utilization rate | 54.3% | 56.0% | 57.9% | 57.0% | 56.9% | |||||||||||||
Average modular space monthly rental rate | $ | 564 | $ | 557 | $ | 576 | $ | 555 | $ | 564 | ||||||||
Portable storage units on rent (average during the period) | 460 | 454 | 451 | 451 | 454 | |||||||||||||
Average portable storage utilization rate | 52.7% | 52.3% | 53.5% | 54.4% | 54.7% | |||||||||||||
Average portable storage monthly rental rate | $ | 98 | $ | 103 | $ | 109 | $ | 111 | $ | 105 |
Reconciliation of non-GAAP Financial Measures
The following presents definitions and reconciliations to the nearest comparable GAAP measure of certain WillScot and its operating segments’ non-GAAP financial measures used in this Annual Report on Form 10-K.
Adjusted EBITDA
We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), depreciation and amortization. Our adjusted EBITDA reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations:
- Currency (gains) losses, net: on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries’ functional currency. Substantially all such currency gains (losses) are unrealized and attributable to financings due to and from affiliated companies.
Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet and property, plant and equipment.- Restructuring costs associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs.
- Transaction costs including legal and professional fees and other transaction specific related costs.
- Costs to integrate acquired companies, including outside professional fees, fleet relocation expenses, employee training costs, and other costs.
- Non-cash charges for stock compensation plans.
- Other expense includes consulting expenses related to certain one-time projects, financing costs not classified as interest expense, and gains and losses on disposals of property, plant, and equipment.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider the measure in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing WillScot’s results as reported under GAAP. Some of these limitations are:
- Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs;
- Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
- Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;
- Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
- Adjusted EBITDA does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
- although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
- other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as measures of cash that will be available to meet our obligations. The following tables provide an unaudited reconciliation of Net loss to Adjusted EBITDA:
Year Ended |
|||||||||||
(in thousands) | 2018 | 2017 | 2016 | ||||||||
Net loss | $ | (53,572 | ) | $ | (149,812 | ) | $ | (30,936 | ) | ||
Income from discontinued operations, net of tax | — | 14,650 | 32,195 | ||||||||
Loss from continuing operations | (53,572 | ) | (164,462 | ) | (63,131 | ) | |||||
Income tax benefit | (38,600 | ) | (936 | ) | (24,502 | ) | |||||
Loss from continuing operations before income tax | (92,172 | ) | (165,398 | ) | (87,633 | ) | |||||
Interest expense, net (a) | 98,433 | 107,076 | 84,443 | ||||||||
Depreciation and amortization | 134,740 | 81,292 | 78,000 | ||||||||
Currency losses (gains), net | 2,454 | (12,878 | ) | 13,098 | |||||||
1,600 | 60,743 | 5,532 | |||||||||
Restructuring costs | 15,468 | 2,196 | 2,810 | ||||||||
Transaction costs | 20,051 | 23,881 | 8,419 | ||||||||
Integration costs | 30,006 | — | — | ||||||||
Stock compensation expense | 3,439 | 9,382 | — | ||||||||
Other expense (b) | 1,514 | 2,515 | 1,845 | ||||||||
Adjusted EBITDA | $ | 215,533 | $ | 108,809 | $ | 106,514 |
(a) In connection with the ModSpace acquisition, the Company incurred bridge financing fees and upfront commitment fees of
(b) Other expense represents primarily acquisition-related costs such as advisory, legal, valuation and other professional fees in connection with actual or potential business combinations, which are expensed as incurred, but do not reflect ongoing costs of the business.
Adjusted EBITDA Margin
The following unaudited table details the calculation of Adjusted EBITDA Margin %:
2019 | 4Q2019 Run | Year Ended |
|||||||||||||||||||
(in thousands) | Outlook(a) | Rate Outlook | 2018 | 2017 | 2016 | ||||||||||||||||
Adjusted EBITDA | $ | 355,000 | $ | 400,000 | $ | 215,533 | $ | 108,809 | $ | 106,514 | |||||||||||
Revenue | 1,120,000 | 1,120,000 | 751,412 | 445,942 | 426,612 | ||||||||||||||||
Adjusted EBITDA Margin % | 31.7% | 35.7% | 28.7% | 24.4% | 25.0% | ||||||||||||||||
Modular Segment Adjusted EBITDA | $ | 355,000 | $ | 400,000 | $ | 215,533 | $ | 123,921 | $ | 128,158 | |||||||||||
Modular Segment Revenue | 1,120,000 | 1,120,000 | 751,412 | 446,589 | 427,500 | ||||||||||||||||
Modular Segment Adjusted EBITDA Margin % | 31.7% | 35.7% | 28.7% | 27.7% | 30.0% | ||||||||||||||||
(a) Represents the midpoint of Management's expected guidance range
Pro Forma Adjusted EBITDA
The following unaudited table provides a reconciliation of Net loss to pro forma unaudited Adjusted EBITDA:
(in thousands) | Pro Forma Combined Year Ended |
Pro Forma Combined Year Ended |
||||||
Historical WillScot net loss | $ | (53,572 | ) | $ | (149,812 | ) | ||
Pre-acquisition |
— | (a) | (3,251 | ) | (a) | |||
Pre-acquisition ModSpace net loss | (8,031 | ) | (a) | (89,529 | ) | (a) | ||
Pro forma adjustments to net loss | 31,591 | (a) | 30,177 | (a) | ||||
Net loss | (30,012 | ) | (212,415 | ) | ||||
Income from discontinued operations, net of tax | — | 14,650 | ||||||
Loss from continuing operations | (30,012 | ) | (227,065 | ) | ||||
Income tax benefit | (31,002 | ) | (10,113 | ) | ||||
Loss from continuing operations before income tax | (61,014 | ) | (237,178 | ) | ||||
Interest expense, net | 119,361 | 121,429 | ||||||
Depreciation and amortization | 161,506 | 144,514 | ||||||
Currency losses (gains), net | 2,454 | (2,048 | ) | |||||
1,600 | 60,743 | |||||||
Reorganization costs | — | 92,450 | ||||||
Adjusted rental revenue resulting from fresh start | — | 9,944 | ||||||
Restructuring costs | 15,468 | 9,299 | ||||||
Transaction costs | 5,261 | (a) | 23,881 | (a) | ||||
Integration costs | 30,006 | (a) | 814 | (a) | ||||
Stock compensation expense | 5,581 | (a) | 11,905 | (a) | ||||
Other expense | 4,305 | 2,101 | ||||||
Adjusted EBITDA | $ | 284,528 | $ | 237,854 |
(a)The unaudited pro forma financial information has been prepared for WillScot, in accordance with SEC Regulation S-X Article 11, for the years ended
- the acquisition of ModSpace, including the issuance of shares of our Class A common stock and the 2018 Warrants to purchase shares of common stock to the sellers of ModSpace;
- various financing transactions, including: the issuance of 9,200,000 of our Class A common stock, the entry into the ABL Facility, as amended, and the issuance of
$300.0 million of the 2023 Secured Notes and$200.0 million of Unsecured Notes. - the effects of the Business Combination of Double Eagle and WSII in November of 2017; and
- the transaction costs incurred in connection with the acquisition of ModSpace,
Acton , the financing transactions, and the Business Combination.
The unaudited pro forma condensed combined statement of operations do not give effect to the elimination of non-recurring reorganization gains, synergies as a result of restructuring, losses, or expenses incurred in connection with ModSpace’s exit from bankruptcy in
Pro Forma Adjusted EBITDA Margin
The following unaudited table details the calculation of Pro Forma Adjusted EBITDA Margin %:
Year Ended |
|||||||
(in thousands) | 2018 | 2017 | |||||
Pro Forma Adjusted EBITDA | $ | 284,528 | $ | 237,854 | |||
Pro Forma Revenue | 1,064,021 | 983,334 | |||||
Pro Forma Adjusted EBITDA Margin % | 26.7% | 24.2% | |||||
Pro Forma Modular Segment Adjusted EBITDA | $ | 284,528 | $ | 253,036 | |||
Pro Forma Modular Segment Revenue | 1,064,021 | 983,334 | |||||
Pro Forma Modular Segment Adjusted EBITDA Margin % | 26.7% | 25.7% | |||||
Adjusted Gross Profit
We define Adjusted Gross Profit as gross profit plus depreciation on rental equipment. Adjusted Gross Profit is not a measurement of our financial performance under GAAP and should not be considered as an alternative to gross profit or other performance measure derived in accordance with GAAP. In addition, our measurement of Adjusted Gross Profit may not be comparable to similarly titled measures of other companies. Our management believes that the presentation of Adjusted Gross Profit provides useful information to investors regarding our results of operations because it assists in analyzing the performance of our business.
The following table provides an unaudited reconciliation of gross profit to Adjusted Gross Profit on a historical basis:
Year Ended |
||||||||
(in thousands) | 2018 | 2017 | 2016 | |||||
Gross profit | $ | 289,384 | $ | 165,570 | $ | 168,193 | ||
Depreciation of rental equipment | 121,436 | 72,639 | 68,981 | |||||
Adjusted Gross Profit | $ | 410,820 | $ | 238,209 | $ | 237,174 |
Net Capital Expenditures for Rental Equipment
We define Net Capital Expenditures for Rental Equipment as capital expenditures for purchases and capitalized refurbishments of rental equipment, reduced by proceeds from the sale of rental equipment. Our management believes that the presentation of Net Capital Expenditures for Rental Equipment provides useful information to investors regarding the net capital invested into our rental fleet each year to assist in analyzing the performance of our business.
The following table provides an unaudited reconciliation of Purchase of rental equipment to Net Capital Expenditures for Rental Equipment on a historical basis:
Year Ended |
|||||||||||
(in thousands) | 2018 | 2017 | 2016 | ||||||||
Total purchase of rental equipment | $ | (160,883 | ) | $ | (111,701 | ) | $ | (69,070 | ) | ||
Total purchases of rental equipment from discontinued operations | — | (9,491 | ) | (5,102 | ) | ||||||
Total purchases of rental equipment from continuing operations | (160,883 | ) | (102,210 | ) | (63,968 | ) | |||||
Proceeds from sale of rental equipment | 30,761 | 28,041 | 26,636 | ||||||||
Net Capital Expenditures for Rental Equipment | $ | (130,122 | ) | $ | (74,169 | ) | $ | (37,332 | ) |
Net CAPEX and Adjusted EBITDA less Net CAPEX
We define net capital expenditures ("Net CAPEX") as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively "total capital expenditures"), less proceeds from sale of rental equipment. Adjusted EBITDA less Net CAPEX is defined as Adjusted EBITDA less the gross profit on sale of rental units, less Net Capital Expenditures. Adjusted EBITDA less Net CAPEX is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income (loss) or other performance measure derived in accordance with GAAP. In addition, our measurement of Adjusted EBITDA less Net CAPEX may not be comparable to similarly titled measures of other companies. Our management believes that the presentation of Adjusted EBITDA less Net CAPEX provides useful information to investors regarding our results of operations because it assists in analyzing the performance of our business.
The following tables provide unaudited reconciliations of Net income (loss) to Adjusted EBITDA less Net CAPEX on a historical quarterly basis:
Quarterly Consolidated Results for the Year Ended
(in thousands) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||
Net (loss) income |
$ | (6,835 | ) | $ | 379 | $ | (36,729 | ) | $ | (10,387 | ) | $ | (53,572 | ) | |||||
Income (loss) from discontinued operations, net of tax | — | — | — | — | — | ||||||||||||||
Loss from continuing operations | (6,835 | ) | 379 | (36,729 | ) | (10,387 | ) | (53,572 | ) | ||||||||||
Income tax benefit | (420 | ) | (6,645 | ) | (6,507 | ) | (25,028 | ) | (38,600 | ) | |||||||||
Loss from continuing operations before income taxes | (7,255 | ) | (6,266 | ) | (43,236 | ) | (35,415 | ) | (92,172 | ) | |||||||||
Interest expense, net | 11,719 | 12,155 | 43,447 | 31,112 | 98,433 | ||||||||||||||
Operating income (loss) | 4,464 | 5,889 | 211 | (4,303 | ) | 6,261 | |||||||||||||
Depreciation and amortization | 26,281 | 25,040 | 39,254 | 44,165 | 134,740 | ||||||||||||||
EBITDA | 30,745 | 30,929 | 39,465 | 39,862 | 141,001 | ||||||||||||||
— | — | — | 1,600 | 1,600 | |||||||||||||||
Currency losses (gains), net | 1,024 | 572 | (425 | ) | 1,283 | 2,454 | |||||||||||||
Restructuring costs | 628 | 449 | 6,137 | 8,254 | 15,468 | ||||||||||||||
Integration costs | 2,630 | 4,785 | 7,453 | 15,138 | 30,006 | ||||||||||||||
Stock compensation expense | 121 | 1,054 | 1,050 | 1,214 | 3,439 | ||||||||||||||
Other expense | 344 | 9 | 266 | 895 | 1,514 | ||||||||||||||
Adjusted EBITDA | 35,492 | 41,916 | 64,618 | 73,507 | 215,533 | ||||||||||||||
Less: | |||||||||||||||||||
Gain on insurance proceeds | 3,000 | 1,765 | — | — | 4,765 | ||||||||||||||
Less: | |||||||||||||||||||
Rental units sales | 3,811 | 2,435 | 9,567 | 9,204 | 25,017 | ||||||||||||||
Rental units cost of sales | 2,315 | 1,263 | 5,750 | 7,331 | 16,659 | ||||||||||||||
Gross profit on sale of rental units | 1,496 | 1,172 | 3,817 | 1,873 | 8,358 | ||||||||||||||
Less: | |||||||||||||||||||
Total capital expenditures | 33,084 | 33,295 | 48,216 | 50,910 | 165,505 | ||||||||||||||
Total proceeds from rental unit sales from continuing operations | 8,128 | 3,905 | 9,560 | 9,168 | 30,761 | ||||||||||||||
Net capital expenditures from continuing operations | 24,956 | 29,390 | 38,656 | 41,742 | 134,744 | ||||||||||||||
Adjusted EBITDA less Net CAPEX | $ | 6,040 | $ | 9,589 | $ | 22,145 | $ | 29,892 | $ | 67,666 |
Quarterly Consolidated Results for the Year Ended
(in thousands) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||
Net loss | $ | (10,179 | ) | $ | (5,896 | ) | $ | (8,357 | ) | $ | (125,380 | ) | $ | (149,812 | ) | ||||
Income from discontinued operations, net of tax | 2,205 | 3,840 | 5,078 | 3,527 | 14,650 | ||||||||||||||
Loss from continuing operations | (12,384 | ) | (9,736 | ) | (13,435 | ) | (128,907 | ) | (164,462 | ) | |||||||||
Income tax (benefit) expense | (4,869 | ) | (5,269 | ) | (7,632 | ) | 16,834 | (936 | ) | ||||||||||
Loss from continuing operations before income taxes | (17,253 | ) | (15,005 | ) | (21,067 | ) | (112,073 | ) | (165,398 | ) | |||||||||
Interest expense, net | 22,077 | 26,398 | 26,447 | 32,154 | 107,076 | ||||||||||||||
Operating income (loss) | 4,824 | 11,393 | 5,380 | (79,919 | ) | (58,322 | ) | ||||||||||||
Depreciation and amortization | 18,661 | 19,364 | 20,914 | 22,353 | 81,292 | ||||||||||||||
EBITDA | 23,485 | 30,757 | 26,294 | (57,566 | ) | 22,970 | |||||||||||||
— | — | — | 60,743 | 60,743 | |||||||||||||||
Currency gains, net | (2,002 | ) | (6,497 | ) | (4,270 | ) | (109 | ) | (12,878 | ) | |||||||||
Restructuring costs | 284 | 684 | 1,156 | 72 | 2,196 | ||||||||||||||
Transaction costs | 86 | 776 | 5,233 | 17,786 | 23,881 | ||||||||||||||
Stock compensation expense | — | — | — | 9,382 | 9,382 | ||||||||||||||
Other expense | 93 | 527 | 972 | 923 | 2,515 | ||||||||||||||
Adjusted EBITDA | 21,946 | 26,247 | 29,385 | 31,231 | 108,809 | ||||||||||||||
Less: | |||||||||||||||||||
Rental units sales | 5,844 | 4,778 | 6,606 | 4,672 | 21,900 | ||||||||||||||
Rental units cost of sales | 3,708 | 2,575 | 3,784 | 2,576 | 12,643 | ||||||||||||||
Gross profit on sale of rental units | 2,136 | 2,203 | 2,822 | 2,096 | 9,257 | ||||||||||||||
Less: | |||||||||||||||||||
Total capital expenditures | 25,600 | 30,638 | 28,976 | 30,933 | 116,147 | ||||||||||||||
Total capital expenditures from discontinued operations | 2,280 | 1,932 | 2,643 | 3,035 | 9,890 | ||||||||||||||
Total capital expenditures from continuing operations | 23,320 | 28,706 | 26,333 | 27,898 | 106,257 | ||||||||||||||
Proceeds from rental unit sales | 5,844 | 4,778 | 8,128 | 9,291 | 28,041 | ||||||||||||||
Proceeds from rental unit sales from discontinued operations | — | — | 1,522 | — | 1,522 | ||||||||||||||
Proceeds from rental unit sales from continuing operations | 5,844 | 4,778 | 6,606 | 9,291 | 26,519 | ||||||||||||||
Net capital expenditures from continuing operations | 17,476 | 23,928 | 19,727 | 18,607 | 79,738 | ||||||||||||||
Adjusted EBITDA less Net CAPEX | $ | 2,334 | $ | 116 | $ | 6,836 | $ | 10,528 | $ | 19,814 |
Consolidated Results for the Year Ended
(in thousands) | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||
Net (loss) income | $ | (7,045 | ) | $ | (933 | ) | $ | 2,325 | $ | (25,283 | ) | (30,936 | ) | ||||||
Income from discontinued operations, net of tax | 8,692 | 7,912 | 10,726 | 4,865 | 32,195 | ||||||||||||||
Loss from continuing operations | (15,737 | ) | (8,845 | ) | (8,401 | ) | (30,148 | ) | (63,131 | ) | |||||||||
Income tax benefit | (5,038 | ) | (5,993 | ) | (5,651 | ) | (7,820 | ) | (24,502 | ) | |||||||||
Loss from continuing operations before income taxes | (20,775 | ) | (14,838 | ) | (14,052 | ) | (37,968 | ) | (87,633 | ) | |||||||||
Interest expense, net | 20,582 | 20,862 | 21,077 | 21,922 | 84,443 | ||||||||||||||
Operating (loss) income | (193 | ) | 6,024 | 7,025 | (16,046 | ) | (3,190 | ) | |||||||||||
Depreciation and amortization | 19,987 | 18,877 | 18,576 | 20,560 | 78,000 | ||||||||||||||
EBITDA | 19,794 | 24,901 | 25,601 | 4,514 | 74,810 | ||||||||||||||
— | — | — | 5,532 | 5,532 | |||||||||||||||
Currency (gains) losses, net | (1,445 | ) | 6,251 | 1,055 | 7,237 | 13,098 | |||||||||||||
Restructuring costs | 184 | 1,338 | 497 | 791 | 2,810 | ||||||||||||||
Transaction costs | 5,392 | 2,066 | 436 | 525 | 8,419 | ||||||||||||||
Other expense | 67 | 348 | 136 | 1,294 | 1,845 | ||||||||||||||
Adjusted EBITDA | 23,992 | 34,904 | 27,725 | 19,893 | 106,514 | ||||||||||||||
Less: | |||||||||||||||||||
Rental units sales | 2,945 | 8,334 | 5,313 | 5,350 | 21,942 | ||||||||||||||
Rental units cost of sales | 1,862 | 2,662 | 3,179 | 3,191 | 10,894 | ||||||||||||||
Gross profit on sale of rental units | 1,083 | 5,672 | 2,134 | 2,159 | 11,048 | ||||||||||||||
Less: | |||||||||||||||||||
Total capital expenditures | 13,232 | 16,942 | 19,048 | 22,208 | 71,430 | ||||||||||||||
Total capital expenditures from discontinued operations | 915 | 215 | 497 | 3,498 | 5,125 | ||||||||||||||
Total capital expenditures from continuing operations | 12,317 | 16,727 | 18,551 | 18,710 | 66,305 | ||||||||||||||
Total proceeds from rental unit sales | 4,864 | 11,109 | 5,313 | 5,350 | 26,636 | ||||||||||||||
Net capital expenditures from continuing operations | 7,453 | 5,618 | 13,238 | 13,360 | 39,669 | ||||||||||||||
Adjusted EBITDA less Net CAPEX | $ | 15,456 | $ | 23,614 | $ | 12,353 | $ | 4,374 | $ | 55,797 |
The following table provides an unaudited reconciliation of 2019 outlook purchases of rental equipment to Net capital expenditures and net rental capital expenditures (outlook presented represents the midpoint of the Company's 2019 guidance ranges):
Consolidated Outlook for the Year Ended
Outlook for the Twelve Months Ended |
|||
(in thousands) | 2019 | ||
Total purchase of rental equipment | $ | (173,000 | ) |
Proceeds from sale of rental equipment | 38,000 | ||
Net Capital Expenditures for Rental | (135,000 | ) | |
Purchase of property, plant and equipment | (10,000 | ) | |
Net Capital Expenditures | $ | (145,000 | ) |
Source: WillScot Corporation