wsc-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________


Commission File Number:			001-37552

WILLSCOT HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						82-3430194
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

4646 E Van Buren St., Suite 400

Phoenix, Arizona 85008

(Address, including zip code, of principal executive offices)

(480) 894-6311

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	WSC	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Shares of Common Stock, par value $0.0001 per share, outstanding: 182,389,573 shares at April 29, 2025.

WILLSCOT HOLDINGS CORPORATION

Quarterly Report on Form 10-Q

Table of Contents


PART I Financial Information
	Item 1	Financial Statements (unaudited, except as noted below)
			Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (audited)
			Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024
			Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and 2024
			Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2025 and 2024
			Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024
			Notes to the Condensed Consolidated Financial Statements
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3	Quantitative and Qualitative Disclosures About Market Risk
	Item 4	Controls and Procedures
PART II Other Information
	Item 1	Legal Proceedings
	Item 1A	Risk Factors
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3	Defaults Upon Senior Securities
	Item 4	Mine Safety Disclosures
	Item 5	Other Information
	Item 6	Exhibits
SIGNATURE

ITEM 1. Financial Statements

WillScot Holdings Corporation

Condensed Consolidated Balance Sheets


(in thousands, except share data)	March 31, 2025 (unaudited)		December 31, 2024
Assets
Cash and cash equivalents	$	10,679	$	9,001
Trade receivables, net of allowances for credit losses at March 31, 2025 and December 31, 2024 of $100,291 and $101,693, respectively	400,501		430,381
Inventories	47,736		47,473
Prepaid expenses and other current assets	57,585		67,751
Assets held for sale	1,953		2,904
Total current assets	518,454		557,510
Rental equipment, net	3,367,026		3,377,939
Property, plant and equipment, net	365,497		363,073
Operating lease assets	257,530		266,761
Goodwill	1,201,710		1,201,353
Intangible assets, net	239,816		251,164
Other non-current assets	11,643		17,111
Total long-term assets	5,443,222		5,477,401
Total assets	$	5,961,676	$	6,034,911
Liabilities and equity
Accounts payable	$	93,976	$	96,597
Accrued expenses	168,889		121,583
Accrued employee benefits	25,689		25,062
Deferred revenue and customer deposits	240,816		250,790
Operating lease liabilities – current	66,559		66,378
Current portion of long-term debt	25,439		24,598
Total current liabilities	621,368		585,008
Long-term debt	3,596,816		3,683,502
Deferred tax liabilities	496,418		505,913
Operating lease liabilities - non-current	191,736		200,875
Other non-current liabilities	43,976		41,020
Long-term liabilities	4,328,946		4,431,310
Total liabilities	4,950,314		5,016,318
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common Stock: $0.0001 par, 500,000,000 shares authorized and 183,109,208 and 183,564,899 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	19		19
Additional paid-in-capital	1,793,859		1,836,165
Accumulated other comprehensive loss	(78,607)		(70,627)
Accumulated deficit	(703,909)		(746,964)
Total shareholders' equity	1,011,362		1,018,593
Total liabilities and shareholders' equity	$	5,961,676	$	6,034,911

The accompanying notes are an integral part of these condensed consolidated financial statements.

WillScot Holdings Corporation

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
(in thousands, except share data)	2025		2024
Revenues:
Leasing and services revenue:
Leasing	$	434,390	$	460,601
Delivery and installation	88,661		100,362
Sales revenue:
New units	22,437		13,499
Rental units	14,063		12,719
Total revenues	559,551		587,181
Costs:
Costs of leasing and services:
Leasing	88,070		102,394
Delivery and installation	73,796		77,842
Costs of sales:
New units	15,198		8,273
Rental units	8,169		6,876
Depreciation of rental equipment	73,952		74,908
Gross profit	300,366		316,888
Other operating expenses:
Selling, general and administrative	157,146		168,314

Other depreciation and amortization	23,140		17,920




Currency losses, net	223		77
Other expense, net	423		631
Operating income	119,434		129,946
Interest expense, net	58,469		56,588
Income before income tax	60,965		73,358
Income tax expense	17,910		17,118
Net income	$	43,055	$	56,240

Earnings per share:
Basic	$	0.23	$	0.30
Diluted	$	0.23	$	0.29
Weighted average shares:
Basic	183,680,565		190,137,533
Diluted	185,301,787		193,065,392

The accompanying notes are an integral part of these condensed consolidated financial statements.

WillScot Holdings Corporation

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Net income	$	43,055	$	56,240
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of income tax expense of $0.	161		(5,548)
Net (loss) gain on derivatives, net of income tax (benefit) expense of $(2,693) and $4,515 for the three months ended March 31, 2025 and 2024, respectively.	(8,141)		13,540
Total other comprehensive (loss) income	(7,980)		7,992
Total comprehensive income	$	35,075	$	64,232

The accompanying notes are an integral part of these condensed consolidated financial statements.

WillScot Holdings Corporation

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


Three Months Ended March 31, 2025
	Common Stock			Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Shareholders' Equity
(in thousands)	Shares	Amount
Balance at December 31, 2024	183,565	$	19	$	1,836,165	$	(70,627)	$	(746,964)	$	1,018,593
Net income	—	—		—		—		43,055		43,055
Other comprehensive loss	—	—		—		(7,980)		—		(7,980)
Withholding taxes on net share settlement of stock-based compensation	—	—		(7,718)		—		—		(7,718)
Common Stock-based award activity	451	—		8,341		—		—		8,341
Repurchase and cancellation of Common Stock	(1,095)	—		(32,117)		—		—		(32,117)
Cash dividends declared	—	—		(13,044)		—		—		(13,044)
Issuance of Common Stock from the exercise of options	188	—		2,232		—		—		2,232
Balance at March 31, 2025	183,109	$	19	$	1,793,859	$	(78,607)	$	(703,909)	$	1,011,362


Three Months Ended March 31, 2024
	Common Stock			Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Shareholders' Equity
(in thousands)	Shares	Amount
Balance at December 31, 2023	189,967	$	20	$	2,089,091	$	(52,768)	$	(775,093)	$	1,261,250
Net income	—	—		—		—		56,240		56,240
Other comprehensive income	—	—		—		7,992		—		7,992
Withholding taxes on net share settlement of stock-based compensation	—	—		(14,524)		—		—		(14,524)
Common Stock-based award activity	628	—		9,099		—		—		9,099

Issuance of Common Stock from the exercise of options	3	—		69		—		—		69
Balance at March 31, 2024	190,598	$	20	$	2,083,735	$	(44,776)	$	(718,853)	$	1,320,126

The accompanying notes are an integral part of these condensed consolidated financial statements.

WillScot Holdings Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Operating activities:
Net income	$	43,055	$	56,240
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	97,092		92,828
Provision for credit losses	12,338		11,807

Gain on sale of rental equipment and other property, plant and equipment	(5,697)		(5,677)
Amortization of debt discounts and debt issuance costs	4,030		2,947
Stock-based compensation expense	8,341		9,099
Deferred income tax (benefit) expense	(5,343)		8,811
Unrealized currency gains, net	205		46
Other	957		1,030
Changes in operating assets and liabilities
Trade receivables	17,663		(8,099)
Inventories	(232)		(366)
Prepaid expenses and other assets	7,882		1,914
Operating lease assets and liabilities	238		282
Accounts payable and other accrued expenses	37,254		30,414
Deferred revenue and customer deposits	(11,156)		7,400
Net cash provided by operating activities	206,627		208,676
Investing activities:
Acquisitions, net of cash acquired	(3,060)		(43,399)
Purchase of rental equipment and refurbishments	(72,552)		(72,417)
Proceeds from sale of rental equipment	14,063		14,195
Purchase of property, plant and equipment	(4,634)		(6,554)
Proceeds from sale of property, plant and equipment	1,291		—
Purchase of investments	(63)		(2,792)
Net cash used in investing activities	(64,955)		(110,967)
Financing activities:
Receipts from borrowings	615,433		123,585
Repayment of borrowings	(702,579)		(199,925)
Payment of financing costs	(6,665)		—
Payments on finance lease obligations	(5,742)		(4,827)
Receipts from issuance of Common Stock from the exercise of options	2,232		69
Repurchase and cancellation of Common Stock	(22,008)		—
Taxes paid on employee stock awards	(7,718)		(14,524)
Dividends paid	(12,882)		—
Net cash used in financing activities	(139,929)		(95,622)
Effect of exchange rate changes on cash and cash equivalents	(65)		102
Net change in cash and cash equivalents	1,678		2,189
Cash and cash equivalents at the beginning of the period	9,001		10,958
Cash and cash equivalents at the end of the period	$	10,679	$	13,147

Supplemental cash flow information:
Interest paid, net	$	44,308	$	43,179
Income taxes paid, net	$	4,542	$	952
Capital expenditures accrued or payable	$	17,430	$	15,844
Accrued Common Stock repurchases	$	10,000	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

WillScot Holdings Corporation

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - Summary of Significant Accounting Policies

Organization and Nature of Operations

WillScot Holdings Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading business services provider specializing in innovative and flexible turnkey space solutions in the United States (“US”), Canada, and Mexico. The Company leases, sells, delivers and installs modular space solutions (modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions) and portable storage products (portable storage containers and climate-controlled containers and trailers) through an integrated network of branch locations. WillScot also offers its customers a thoughtfully curated selection of solutions with Value-Added Products ("VAPS"), such as workstations, furniture, appliances, media packages, power and solar solutions, telematics, connectivity and data solutions, security and protection products, entrance packages, electrical and lighting products, organization and space optimization assets, perimeter solutions and other items that improve the overall customer experience. The Company operates a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, site work, installation, disassembly, removal and other services to customers for an additional fee as part of leasing and sales operations.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US ("GAAP") for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, considered necessary by management to present fairly the financial position, results of operations and cash flows for the interim periods presented.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as WillScot. All intercompany balances and transactions are eliminated in consolidation.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Standards

ASU 2023-09. Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. ASU 2023-09 also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

ASU 2024-03. Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2024-03 to determine its impact on the Company's disclosures.

NOTE 2 - Revenue

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas for the three months ended March 31, 2025 and 2024 as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
US	$	531,046	$	553,433
Canada	23,199		26,532
Mexico	5,306		7,216
Total revenues	$	559,551	$	587,181

Major Product and Service Lines

Equipment leasing is the Company's core business and the primary driver of the Company's revenue and cash flows. This includes turnkey space solutions along with VAPS. Leasing is complemented by new unit sales and sales of rental units. In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance, removal, and other ad hoc services. The Company’s revenue by major product and service line for the three months ended March 31, 2025 and 2024 was as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Modular space leasing revenue(a)	$	245,864	$	252,147
Portable storage leasing revenue	77,035		91,449
VAPS and third party leasing revenues(b)	96,339		96,314

SEC Form 10-Q filed by WillScot Holdings Corporation