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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 9, 2018 (November 8, 2018) 
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WILLSCOT CORPORATION
(formerly known as Double Eagle Acquisition Corp.)
(Exact name of registrant as specified in its charter)

Delaware 001-37552 82-3403194 
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 
901 S. Bond Street, #600
Baltimore, Maryland 21231
(Address, including zip code, of principal executive offices)
(410) 931-6000
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
☐ Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒ 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 2.02 Results of Operations and Financial Condition. 

On November 8, 2018, WillScot Corporation issued a press release announcing financial results for the third quarter ended September 30, 2018, a copy of which is attached as Exhibit 99.1.
 
        The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits 
 
(d)  Exhibits
 
Exhibit No. Exhibit Description 
Press Release, dated November 8, 2018, announcing financial results for the third quarter ended September 30, 2018 





SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 

WillScot Corporation 
Dated: November 9, 2018 By: /s/ BRADLEY L. BACON 
Name: Bradley L. Bacon 
Title: Vice President, General Counsel & Corporate Secretary 

 


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WILLSCOT CORPORATION ANNOUNCES THIRD QUARTER 2018 RESULTS

BALTIMORE (November 8, 2018) - WillScot Corporation (“WillScot” or the "Company") (Nasdaq: WSC) today announced its third quarter 2018 financial results.

Third Quarter 2018 Financial Highlights1,2  
Revenues of $218.9 million, representing a 88.4% (or $102.7 million) year over year increase, driven by growth in core leasing and services revenues of $88.4 million, or 88.4% as a result of organic growth and due to the impact of the Acton, Tyson, and ModSpace acquisitions3.
Consolidated modular space average monthly rental rate increased to $561 representing a 3.7% increase year over year. Pro-forma, including results of WillScot, Acton, Tyson, and ModSpace for all periods presented, monthly rental rates increased 12.0% year over year, driven primarily by a 13.4% year-over-year increase in our core Modular - US Segment
Consolidated modular space units on rent increased 33,949 or a 81.9% year over year increase, including both organic growth and growth from recent acquisitions, and average modular space utilization increased 50 basis points (“bps”) year over year to 71.8%. Pro-forma, including results of WillScot, Acton, Tyson, and ModSpace for all periods presented, average modular space units on rent increased 0.1% year over year in the Modular - US segment, and declined 3.6% in the Modular - Other North America Segment as a result of a scheduled oil and gas sector project completion in ModSpace's Western Canada operations. Consolidated utilization increased 260 bps year over year.
New and rental unit sales increased 117.7% and 45.5%, respectively, also driven by acquisitions.
Consolidated net loss of $36.7 million, included $44.8 million of discrete costs expensed in the period related to the ModSpace acquisition that closed on August 15, 2018 and integration activities associated with the Acton and ModSpace acquisitions. The $44.8 million of discrete costs included $7.5 million and $6.1 million of Acton and ModSpace integration and restructuring costs, respectively, and $10.7 million and $20.5 million of transaction and financing costs, respectively, associated with the ModSpace acquisition.
Adjusted EBITDA of $64.6 million from our Modular - US and Modular - Other North America segments (the “Modular Segments”), representing a 100.6% (or $32.4 million) year over year increase as compared to the same period in 2017 and an 54.2% increase from the second quarter of 2018.
Three Months Ended September 30, Nine Months Ended September 30, 
Adjusted EBITDA by Segment (in thousands) 2018 2017 2018 2017 
Modular - US $58,454 $29,177 $129,170 $79,189 
Modular - Other North America 6,164 2,961 12,856 8,586 
Modular Segments Adjusted EBITDA 64,618 32,138 142,026 87,775 
Corporate and Other — (2,753)— (10,197)
Consolidated Adjusted EBITDA $64,618 $29,385 $142,026 $77,578 

Three Months Ended September 30, Nine Months Ended September 30, 
(in thousands) 2018 2017 2018 2017 
Consolidated net loss $(36,729)$(8,357)$(43,185)$(24,432)
1 - WillScot (formerly known as Double Eagle Acquisition Corp.) acquired Williams Scotsman International, Inc. (“WSII”) on November 29, 2017 (the "Business Combination"). The Business Combination was accounted for as a reverse acquisition of Double Eagle Acquisition Corp. by WSII. Prior to completing the Business Combination, WSII’s parent company undertook an internal restructuring in which WSII’s remote accommodations business was removed from WSII. Financial results from WSII’s former remote accommodations business are presented as discontinued operations in the financial statements. As a result of the Business Combination, (i) Williams Scotsman’s consolidated financial results for periods prior to November 29, 2017, reflect the financial results of WSII and its consolidated subsidiaries, as the accounting predecessor to Williams Scotsman, and (ii) for periods from and after this date, Williams Scotsman’s financial results reflect those of Williams Scotsman and its consolidated subsidiaries (including WSII and its subsidiaries) as the successor following the Business Combination.
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 - Acton, Tyson, and ModSpace acquisitions closed December 20, 2017, January 3, 2018, and August 15, 2018, respectively.



Acquisition Updates
In the third quarter, we closed our previously announced acquisition of ModSpace, the largest privately held provider of office trailers, portable storage units and modular buildings in the US and Canada, with over 80 operating locations for a total purchase price of $1.2 billion.  
We subsequently initiated our plan to integrate ModSpace's operations into the WillScot organizational structure, branch footprint, shared services, and information technology platform in line with management’s expectations. In particular,
effective November 1, 2018, our combined sales organization began to write new contracts using WillScot's operating and information technology platform;
we consolidated US and Canada production (preparation, delivery and return of units) into approximately 120 locations. As of November 5, 2018, more than 200 locations historically serving WillScot, Tyson, Acton and ModSpace have been consolidated into approximately 120 locations. We will continue to further consolidate and liquidate real estate positions and relocate fleet acquired in the Acton and ModSpace acquisitions consistent with our integration plan;
our Sales & Field Operations roles were filled with top talent available to ensure coordination and alignment of critical customer-facing and operational roles; and
we implemented our plan to migrate all remaining back-office activities (such as billing, accounts receivable, and accounts payable) to WillScot’s information technology platform, which we expect to complete in the first quarter of 2019.
Management Commentary
Brad Soultz, President and Chief Executive Officer of WillScot commented, “I am extremely happy with our third quarter Adjusted EBITDA results of $64.6 million, which is up 100.6% year over year for our Modular Segments and up 54.2% sequentially over the second quarter of 2018.  
Over the past year, we have doubled the size of the company and as part of that journey have combined forces with some outstanding peer companies and hundreds of talented people that are committed to bringing our customers an expanded fleet of Ready to Work solutions. Tremendous effort has gone into safely and efficiently integrating these companies and, although we still have work to do, we have made significant progress having integrated the field sales and operations teams as of November 1st.  This  milestone was critical to begin to unlock the significant earnings growth embedded in the portfolio through the realization of cost synergies, further penetration of value added products and services (“VAPS”), and price optimization." 
Tim Boswell, Chief Financial Officer commented, "In addition to the outstanding financial results and progress with our integration activities, our core commercial drivers remain strong with pro-forma modular space average rental rates in our Modular - US Segment up 13.4% year over year, which is now the fourth quarter in a row with growth exceeding 10% driven by both continued improvement in base rental rates and expansion of our Ready to Work value proposition. These core fundamentals will drive our growth as we head into 2019 and beyond."

Third Quarter 2018 Results
Total consolidated revenues increased 88.4% to $218.9 million, as compared to $116.2 million in the prior year quarter.
Modular - US segment revenue increased 90.5% to $197.6 million, as compared to $103.7 million in the prior year quarter with core leasing and services revenues up $81.1 million, or 91.4% year over year.
Modular space average monthly rental rate of $559, representing a 3.1% 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 from Acton and Tyson and to a lesser extent, ModSpace, and by lower VAPS pricing and penetration on all acquired fleet. Pro-forma, including results of WillScot, Acton, Tyson, and ModSpace for all periods presented, monthly rental rates increased 13.4% year over year.
Average modular space units on rent increased 31,795, or an 87.9% year over year increase, primarily resulting from our acquisitions. Pro-forma, including results of WillScot, Acton, Tyson, and ModSpace for all periods presented, units on rent increased 0.1% year over year.
Average modular space monthly utilization increased 160 bps to 73.8% for the three months ended September 30, 2018 as compared to the three months ended June 30, 2018. This increase was driven by higher utilization on the acquired ModSpace fleet as compared to the overall average including fleet acquired from Acton and Tyson. However, modular space utilization decreased 90 bps year over year to 73.8% as a result of businesses acquired at lower utilization rates. Pro-forma, including results of WillScot, Acton, Tyson, and ModSpace for all periods presented, utilization increased 310 bps year over year.



Modular - Other North America segment revenue increased 67.7% to $21.3 million, compared to $12.7 million in the prior year quarter, with modular space average units on rent up 40.8% and average monthly rental rate up 9.5% compared to the prior year quarter.
On a pro-forma basis, including results of WillScot and ModSpace for all periods presented, Modular - Other North America segment modular space units on rent decreased 3.6% as a result of a scheduled oil & gas sector project completion in ModSpace's Western Canada operations prior to the acquisition date, however modular space units on rent have been stable for three sequential quarters. Pro-forma modular space rental rate increased 0.9% compared to the prior year quarter.
The Modular Segments delivered Adjusted EBITDA of $64.6 million, up 100.6% compared to $32.2 million in the prior year quarter. Modular - US segment Adjusted EBITDA increased 100.0% to $58.4 million, and Modular - Other North America segment Adjusted EBITDA increased $3.2 million to $6.2 million from the prior year quarter. Consolidated Adjusted EBITDA increased 119.7% to $64.6 million, as compared to $29.4 million in the prior year quarter.
Capitalization and Liquidity Update
Capital expenditures for rental equipment from continuing operations increased $21.2 million, or 83.1%, to $46.7 million for the three months ended September 30, 2018, from $25.5 million for the three months ended September 30, 2017. Net capital expenditures for rental equipment also increased $18.3 million, or 97.3%, to $37.1 million for the three months ended September 30, 2018. For the nine months ended September 30, 2018, capital expenditures for rental equipment from continuing operations increased $35.7 million, or 47.1% to $111.5 million from $75.8 million for the nine months ended September 30, 2017. Net capital expenditures for rental equipment also increased $31.4 million, or 53.7% to $89.9 million for the nine months ended September 30, 2018. The increases for both periods were driven by increased spend for refurbishments, new fleet, and VAPS to drive modular space unit on rent and revenue growth, and maintenance of a larger fleet following our Acton, Tyson, and ModSpace acquisitions.
During the nine months ended September 30, 2018, our total long-term debt balance increased by $1,026.7 million to $1,651.6 million primarily related to debt raised to finance the ModSpace acquisition in the third quarter, and to a lesser extent, to fund the Tyson acquisition in the first quarter, continued capital investments in our fleet, and increased working capital.
To fund the ModSpace acquisition, in the third quarter we entered into or amended several agreements to fund the cash consideration paid in the acquisition on a permanent basis and to pay related fees and expenses. In effect, we:
upsized our senior secured revolving credit facility (the "ABL Facility") to $1.425 billion (expandable to $1.8 billion through an accordion feature) and obtained the amendments required to finance the acquisition and to give effect to our greater scale thereafter.
completed a $300.0 million private placement of 6.875% senior secured notes due 2023 (the "2023 Secured Notes").
completed a $200.0 million private placement of senior unsecured notes due 2023 (the "Unsecured Notes").
raised $147.2 million of gross proceeds from an underwritten common stock offering.
As of September 30, 2018, we had $552.9 million of availability under the ABL Facility.
On November 6, 2018, we entered into an interest rate swap transaction with a financial counterparty that effectively converts $400.0 million in aggregate notional amount of its variable-rate debt into fixed-rate debt. The fixed rate paid by us is 3.06% and the variable rate received resets monthly to a one-month LIBOR rate. The swap transaction, which matures on May 29, 2022, was consummated to mitigate the interest rate risk inherent in our floating-rate ABL Facility, which also matures on May 29, 2022, and not for trading or speculative purposes.
Exchange Offer For Certain Outstanding Warrants
On November 8, 2018, we announced that we have commenced an exchange offer relating to certain of our warrants outstanding in order to provide an opportunity for warrant holders to realize value and increased liquidity by transitioning on a cashless basis into shares of WillScot’s Class A common stock. The exchange offer is limited to the public and private warrants issued by our predecessor in 2015 in conjunction with our IPO, and excludes warrants issued to former ModSpace investors as part of the ModSpace acquisition. This release is not an offer to purchase or a solicitation of an offer to sell warrants or an offer to sell or a solicitation of an offer to buy any shares of common stock.





2018 Outlook
On October 1, 2018, management increased the Company's outlook for full year 2018, inclusive of the Acton, Tyson, and ModSpace acquisitions. This guidance is subject to the risks and uncertainties described in the "Forward-Looking Statements" below, and the updated guidance included:
• Total revenue between $740 million and $770 million
• Adjusted EBITDA between $210 million and $220 million
• Net rental capital expenditures after gross rental unit sales between $115 million and $135 million
Non-GAAP Financial Measures
This press release includes non-GAAP financial measures, including Adjusted EBITDA. WillScot believes that this non-GAAP measure is useful to investors because it (i) allows investors to compare performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; (ii) is used by our board of directors and management to assess our performance; (iii) may, subject to the limitations described below, enable investors to compare the performance of WillScot to its competitors; and (iv) provides an additional tool for investors to use in evaluating ongoing operating results and trends. A metric similar to Adjusted EBITDA is also used to evaluate WillScot’s ability to service its debt. This non-GAAP measure should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate Adjusted EBITDA and other non-GAAP financial measures differently, and therefore WillScot’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. For reconciliation of the non-GAAP measures used in this press release, see “Reconciliation of non-GAAP Financial Measures" included in this press release.
Conference Call Information
WillScot will host a conference call and webcast to discuss its third quarter results at 10 a.m. Eastern Time on Friday, November 9, 2018. The live call can be accessed by dialing (855) 312-9420 (US/Canada toll-free) or (210) 874-7774 (international) and asking to be connected to the WillScot call. A live webcast will also be accessible via the "Events & Presentations" section of the Company's investor relations website https://investors.willscot.com. Choose "Events" and select the information pertaining to the Q3 WSC Earnings Conference Call. Additionally, there will be slides accompanying the webcast. Please allow at least 15 minutes prior to the call to register, download and install any necessary software. For those unable to listen to the live broadcast, an audio webcast of the call will be available for 60 days on the Company’s investor relations website.
About WillScot Corporation
Headquartered in Baltimore, Maryland, WillScot is the public holding company for the Williams Scotsman family of companies. WillScot trades on the NASDAQ stock exchange under the ticker symbol "WSC," and is the specialty rental services market leader providing innovative modular space and portable storage solutions across North America. WillScot is the modular space supplier of choice for the construction, education, health care, government, retail, commercial, transportation, security and energy sectors. With over half a century of innovative history, organic growth and strategic acquisitions, WillScot serves a broad customer base from over 120 locations throughout the United States, Canada and Mexico, with a fleet of approximately 160,000 modular space and portable storage units.
Forward-Looking Statements
This news release contains forward-looking statements (including affirmation of earnings guidance) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words “estimates,” “expects,” “anticipates,” “believes,” “forecasts,” “plans,” “intends,” “may,” “will,” “should,” “shall” and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Although WillScot believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance that any such forward-looking statement will materialize. Important factors that may affect actual results or outcomes include, among others, our ability to acquire and integrate new assets and operations (including the acquired ModSpace assets and operations); our ability to manage growth and execute our business plan; our estimates of the size of the markets for our products; the rate and degree of market acceptance of our products; the success of other competing modular space and portable storage solutions that exist or may become available; rising costs adversely affecting our profitability; potential litigation involving our Company; general economic and market conditions impacting demand for our products and services; implementation of tax reform; our ability to implement and maintain an effective system of internal controls; and such other risks and uncertainties described in the periodic reports we file with the SEC from time to time (including our Form 10-K for the year ending December 31, 2017), which are available through the SEC’s EDGAR system at www.sec.gov and on our website. Any forward-looking statement speaks only at the date which it is made, and WillScot disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
Additional information about the transaction can be found on our investor relations website at http://investors.willscot.com.



WillScot Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30, 
(in thousands, except share data) 2018201720182017
Revenues: 
Leasing and services revenue: 
Modular leasing $141,660 $75,320 $340,171 $217,261 
Modular delivery and installation 46,777 24,627 104,440 66,580 
Sales: 
New units 20,920 9,609 33,584 24,491 
Rental units 9,567 6,606 15,813 17,228 
Total revenues 218,924 116,162 494,008 325,560 
Costs: 
Costs of leasing and services: 
Modular leasing 39,215 21,252 93,506 61,694 
Modular delivery and installation 42,390 23,932 98,038 64,404 
Costs of sales: 
New units 15,089 6,916 23,780 17,402 
Rental units 5,750 3,784 9,328 10,067 
Depreciation of rental equipment 35,534 19,009 82,849 53,203 
Gross profit 80,946 41,269 186,507 118,790 
Expenses: 
Selling, general and administrative 71,897 36,097 164,845 100,510 
Other depreciation and amortization 3,720 1,905 7,726 5,736 
Restructuring costs 6,137 1,156 7,214 2,124 
Currency (gains) losses, net (425)(4,270)1,171 (12,769)
Other (income) expense, net (594)1,001 (5,013)1,592 
Operating income 211 5,380 10,564 21,597 
Interest expense 43,447 30,106 67,321 84,674 
Interest income — (3,659)— (9,752)
Loss from continuing operations before income tax (43,236)(21,067)(56,757)(53,325)
Income tax benefit (6,507)(7,632)(13,572)(17,770)
Loss from continuing operations (36,729)(13,435)(43,185)(35,555)
Income from discontinued operations, net of tax — 5,078 — 11,123 
Net loss (36,729)(8,357)(43,185)(24,432)
Net loss attributable to non-controlling interest, net of tax (3,210)— (3,715)— 
Total loss attributable to WillScot $(33,519)$(8,357)$(39,470)$(24,432)



Net loss per share attributable to WillScot – basic and diluted 
Continuing operations $(0.37)$(0.92)$(0.48)$(2.44)
Discontinued operations $— $0.35 $— $0.76 
Net loss per share $(0.37)$(0.57)$(0.48)$(1.68)
Weighted average shares: 
Basic and diluted 90,726,920 14,545,833 82,165,909 14,545,833 
Cash dividends declared per share $— $— $— $— 

Unaudited Segment Operating Data
Three Months Ended September 30, 2018 and 2017
Three Months Ended September 30, 2018 
(in thousands, except for units on rent and rates) Modular - US Modular - Other North America Total 
Revenue $197,625 $21,299 $218,924 
Gross profit $73,007 $7,939 $80,946 
Adjusted EBITDA $58,454 $6,164 $64,618 
Capital expenditures for rental equipment $43,007 $3,735 $46,742 
Modular space units on rent (average during the period) 67,978 7,435 75,413 
Average modular space utilization rate 73.8 %57.3 %71.8 %
Average modular space monthly rental rate $559 $587 $561 
Portable storage units on rent (average during the period) 15,373 408 15,781 
Average portable storage utilization rate 68.3 %56.4 %68.0 %
Average portable storage monthly rental rate $120 $101 $120 

Three Months Ended September 30, 2017 
(in thousands, except for units on rent and rates) Modular - US Modular - Other North America Corporate & Other Total 
Revenue $103,678 $12,723 $(239)$116,162 
Gross profit $37,766 $3,744 $(241)$41,269 
Adjusted EBITDA $29,177 $2,961 $(2,753)$29,385 
Capital expenditures for rental equipment $24,147 $1,361 $— $25,508 
Modular space units on rent (average during the period) 36,183 5,281 — 41,464 
Average modular space utilization rate 74.7 %54.1 %— %71.3 %
Average modular space monthly rental rate $542 $536 $— $541 
Portable storage units on rent (average during the period) 11,894 347 — 12,241 
Average portable storage utilization rate 70.6 %51.9 %— %69.8 %
Average portable storage monthly rental rate $117 $123 $— $117 












Nine Months Ended September 30, 2018 and 2017
Nine Months Ended September 30, 2018 
(in thousands, except for units on rent and rates) Modular - US Modular - Other North America Total 
Revenue $444,525 $49,483 $494,008 
Gross profit $169,556 $16,951 $186,507 
Adjusted EBITDA $129,170 $12,856 $142,026 
Capital expenditures for rental equipment $104,462 $7,043 $111,505 
Modular space units on rent (average during the period) 54,592 6,144 60,736 
Average modular space utilization rate 71.9 %57.1 %70.1 %
Average modular space monthly rental rate $553 $568 $555 
Portable storage units on rent (average during the period) 13,964 379 14,343 
Average portable storage utilization rate 68.6 %56.5 %68.3 %
Average portable storage monthly rental rate $124 $111 $123 

Nine Months Ended September 30, 2017 
(in thousands, except for units on rent and rates) Modular - US Modular - Other North America Corporate & Other Total 
Revenue $289,302 $36,792 $(534)$325,560 
Gross profit $107,535 $11,779 $(524)$118,790 
Adjusted EBITDA $79,189 $8,586 $(10,197)$77,578 
Capital expenditures for rental equipment $72,105 $3,705 $— $75,810 
Modular space units on rent (average during the period) 35,679 5,010 — 40,689 
Average modular space utilization rate 73.6 %51.1 %— %69.8 %
Average modular space monthly rental rate $530 $532 $— $530 
Portable storage units on rent (average during the period) 12,238 352 — 12,590 
Average portable storage utilization rate 72.2 %52.1 %— %71.4 %
Average portable storage monthly rental rate $114 $117 $— $114 





WillScot Corporation
Condensed Consolidated Balance Sheets
(in thousands, except share data) September 30, 2018 (unaudited) December 31, 2017 
Assets 
Cash and cash equivalents $9,771 $9,185 
Trade receivables, net of allowances for doubtful accounts at September 30, 2018 and December 31, 2017 of $7,913 and $4,845, respectively 199,461 94,820 
Inventories 21,348 10,082 
Prepaid expenses and other current assets 20,075 13,696 
Total current assets 250,655 127,783 
Rental equipment, net 1,949,403 1,040,146 
Property, plant and equipment, net 193,154 83,666 
Goodwill 267,764 28,609 
Intangible assets, net 132,519 126,259 
Other non-current assets 4,200 4,279 
Total long-term assets 2,547,040 1,282,959 
Total assets $2,797,695 $1,410,742 
Liabilities and equity 
Accounts payable 78,638 57,051 
Accrued liabilities 79,721 48,912 
Accrued interest 15,613 2,704 
Deferred revenue and customer deposits 67,727 45,182 
Current portion of long-term debt 1,915 1,881 
Total current liabilities 243,614 155,730 
Long-term debt 1,651,579 624,865 
Deferred tax liabilities 146,086 120,865 
Deferred revenue and customer deposits 6,673 5,377 
Other non-current liabilities 19,034 19,355 
Long-term liabilities 1,823,372 770,462 
Total liabilities 2,066,986 926,192 
Commitments and contingencies 
Class A common stock: $0.0001 par, 400,000,000 shares authorized at September 30, 2018 and December 31, 2017; 100,303,003 and 84,644,744 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively 10 
Class B common stock: $0.0001 par, 100,000,000 shares authorized at September 30, 2018 and December 31, 2017; 8,024,419 shares issued and outstanding at both September 30, 2018 and December 31, 2017 
Additional paid-in-capital 2,390,188 2,121,926 
Accumulated other comprehensive loss (52,119)(49,497)
Accumulated deficit (1,673,749)(1,636,819)
Total shareholders' equity 664,331 435,619 
Non-controlling interest 66,378 48,931 
Total equity 730,709 484,550 
Total liabilities and equity $2,797,695 $1,410,742 




Reconciliation of Non-GAAP Financial Measures

Net Income (Loss) to Adjusted EBITDA non-GAAP Reconciliations
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.
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 WSC’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 table below presents the unaudited reconciliation of net loss calculated in accordance with GAAP to Adjusted EBITDA. See “Non-GAAP Financial Measures” above for further information regarding the Company’s use of non-GAAP financial measures.
Three Months Ended
September 30, 
Nine Months Ended
September 30, 
(in thousands) 2018201720182017
Net loss $(36,729)$(8,357)$(43,185)$(24,432)
Income from discontinued operations, net of tax — 5,078 — 11,123 
Loss from continuing operations (36,729)(13,435)(43,185)(35,555)
Income tax benefit (6,507)(7,632)(13,572)(17,770)
Loss from continuing operations before income tax (43,236)(21,067)(56,757)(53,325)
Interest expense, net (a) 43,447 26,447 67,321 74,922 
Depreciation and amortization 39,254 20,914 90,575 58,939 
Currency (gains) losses, net (425)(4,270)1,171 (12,769)
Restructuring costs 6,137 1,156 7,214 2,124 
Transaction costs 10,672 5,233 14,790 6,095 
Integration costs 7,453 — 14,868 — 
Stock compensation expense 1,050 — 2,225 — 
Other expense 266 972 619 1,592 
Adjusted EBITDA $64,618 $29,385 $142,026 $77,578 
(a) Interest expense for the three and nine months ended September 30, 2018 includes $20.5 million of bridge financing fees and commitment fees related to the ModSpace acquisition. 

Net (Loss) Income to Adjusted EBITDA non-GAAP Reconciliations
The following tables present unaudited reconciliations of the Company’s loss from continuing operations before income tax to Adjusted EBITDA by segment for the three and six months ended June 30, 2018 and 2017, respectively:

Three Months Ended September 30, 2018
(in thousands)Modular - USModular - Other North AmericaTotal
Loss from continuing operations before income taxes$(44,519)$1,283 $(43,236)
Interest expense, net42,831 616 43,447 
Depreciation and amortization35,105 4,149 39,254 
Currency gains, net(112)(313)(425)
Restructuring costs5,895 242 6,137 
Integration costs7,443 10 7,453 
Stock compensation expense1,050 — 1,050 
Transaction costs10,490 182 10,672 
Other expense (income)271 (5)266 
Adjusted EBITDA$58,454 $6,164 $64,618 








Three Months Ended September 30, 2017
(in thousands)Modular - USModular - Other North AmericaCorporate & OtherTotal
Loss from continuing operations before income taxes$(1,070)$(1,684)$(18,313)$(21,067)
Interest expense, net16,790 1,134 8,523 26,447 
Depreciation and amortization16,974 3,597 343 20,914 
Currency gains, net(3,834)(104)(332)(4,270)
Restructuring costs247 17 892 1,156 
Transaction costs69 — 5,164 5,233 
Other expense (income)970 972 
Adjusted EBITDA$29,177 $2,961 $(2,753)$29,385 

Nine Months Ended September 30, 2018
(in thousands)Modular - USModular - Other North AmericaTotal
Loss from continuing operations before income taxes$(55,360)$(1,397)$(56,757)
Interest expense, net65,654 1,667 67,321 
Depreciation and amortization79,568 11,007 90,575 
Currency losses, net159 1,012 1,171 
Restructuring costs6,962 252 7,214 
Integration costs14,858 10 14,868 
Stock compensation expense2,225 — 2,225 
Transaction costs14,539 251 14,790 
Other expense565 54 619 
Adjusted EBITDA$129,170 $12,856 $142,026 

Nine Months Ended September 30, 2017
(in thousands)Modular - USModular - Other North AmericaCorporate & OtherTotal
Loss from continuing operations before income taxes$(6,280)$(4,142)$(42,903)$(53,325)
Interest expense, net48,302 3,350 23,270 74,922 
Depreciation and amortization47,967 9,928 1,044 58,939 
Currency gains, net(11,233)(585)(951)(12,769)
Restructuring costs247 17 1,860 2,124 
Transaction costs115 — 5,980 6,095 
Other expense (income)71 18 1,503 1,592 
Adjusted EBITDA$79,189 $8,586 $(10,197)$77,578 

(a) The Company does not allocate expenses on a segment level. As such, we have included tax income benefit in Corporate and other for the purpose of this reconciliation.
(b) For the purpose of this reconciliation, the Company has included income related to discontinued operations in Corporate and other as it all pertained to the Remote Accommodations segment which was discontinued as of November 29, 2017.






Net Capital Expenditures for Rental Equipment non-GAAP Reconciliation
The following table provides an unaudited reconciliation of purchase of rental equipment to Net Capital Expenditures for Rental Equipment:
Three Months Ended
September 30, 
Nine Months Ended
September 30, 
(in thousands) 2018201720182017
Total purchase of rental equipment and refurbishments$(46,742)$(28,053)$(111,505)$(82,276)
Total purchases of rental equipment from discontinued operations— (2,545)— (6,466)
Total purchases of rental equipment from continuing operations(46,742)(25,508)(111,505)(75,810)
Total proceeds from sale of rental equipment9,560 8,128 21,593 18,750 
Total proceeds from sale of rental equipment from discontinued operations— (1,522)— (1,522)
Total proceeds from sale of rental equipment from continuing operations9,560 6,606 21,593 17,228 
Net Capital Expenditures for Rental Equipment$(37,182)$(18,902)$(89,912)$(58,582)


Contact Information 
Investor Inquiries: 
Mark Barbalato 
investors@willscot.com 
Media Inquiries: 
Scott Junk 
scott.junk@willscot.com