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(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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001-37552
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82-3430194
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $0.0001 per share
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NASDAQ Capital Market
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Warrants, each exercisable for one-half of one share of Class A Common Stock
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NASDAQ Capital Market
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Large accelerated filer
☐
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Accelerated filer
☒
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Non
‑
accelerated filer
☐
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Smaller reporting company
☐
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(Do not check if a smaller reporting company)
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Emerging growth company
☒
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ITEM 1.
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Business
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•
|
we deregistered as a Cayman Islands exempted entity, domesticated as a Delaware corporation, and changed our name to WillScot Corporation;
|
•
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our publicly-traded units (Nasdaq: EAGLU) separated into their components (ordinary shares and warrants); our ordinary shares (Nasdaq: EAGL) converted, on a one-for-one basis, into shares of Class A common stock; and our warrants (Nasdaq: EAGLW) became warrants to acquire the corresponding shares of our Class A common stock;
|
•
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Sapphire Holding S.à r.l. (“Sapphire”), which is an investment holding company controlled by TDR Capital, purchased
43,568,901
shares of our Class A common stock at a price of
$9.60
per share, for a total purchase price of
$418.3
million (the “Private Placement”);
|
•
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Williams Scotsman International, Inc. (“WSII”) issued
$300.0
million in aggregate principal amount of
7.875%
senior secured notes due 2022 (the “Notes”) and entered into a new
$600.0
million asset-based lending revolving credit facility (the “ABL Facility”); and
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•
|
with proceeds from the Private Placement and the Notes offerings and borrowings under the ABL Facility, we indirectly acquired all of the issued and outstanding shares of common stock of WSII from affiliates of TDR Capital for an aggregate purchase price of
$1.1
billion, of which (i)
$1.0215
billion was payable in cash and (ii)
$78.5
million was payable in shares of our Class B common stock, par value
$0.0001
per share, representing a non-economic voting interest in the Company, and shares of WS Holdings common stock, which are exchangeable into shares of our Class A common stock.
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•
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Growing need and demand for space
- driven by general economic activity, including gross domestic product growth, industrial production, mining and natural resources activity, non-residential construction, urbanization, public and education spending, and the scale and frequency of special events.
|
•
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Increasing shift from traditional fixed, on-site built space to modular space solutions
- driven by several advantages as compared with fixed, on-site built space, including:
|
•
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Quick to install
- the pre-fabrication of modular space units allows them to be put in place rapidly, providing potential long-term solutions to needs that may have materialized quickly.
|
•
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Flexibility
- flexible assembly design allows modular space units to be built to suit a customer’s needs while offering customers the ability to adjust their space as their needs change.
|
•
|
Cost effectiveness
- modular space units provide a cost effective solution for temporary and permanent space requirements and allow customers to improve returns on capital in their core business.
|
•
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Quality
- the pre-fabrication of modular space units is based on a repeatable process in a controlled environment, resulting in more consistent quality.
|
•
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Mobility
- modular space units can easily be disassembled, transported to a new location and re-assembled.
|
•
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Environmentally friendly
- relocatable buildings promote the reuse of facilities, on an as-needed basis by the occupants.
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(in thousands)
|
|
2017
|
|
% of Total Revenues
|
|
2016
|
|
% of Total Revenues
|
|
2015
|
|
% of Total Revenues
|
|
|||||||||
By Business Segment:
|
|
|
|
|
|
|
|
|
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|
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|
|||||||||
Modular – US
|
|
$
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392,933
|
|
|
88.1
|
%
|
|
$
|
365,496
|
|
|
85.7
|
%
|
|
$
|
352,648
|
|
|
77.8
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%
|
|
Modular – Other North America
|
|
53,656
|
|
|
12.0
|
|
|
62,004
|
|
|
14.5
|
%
|
|
101,388
|
|
|
22.4
|
%
|
|
|||
Total Business Segment Revenues
|
|
446,589
|
|
|
100.1
|
|
|
427,500
|
|
|
100.2
|
%
|
|
454,036
|
|
|
100.2
|
%
|
|
|||
Corporate and Other
|
|
(647
|
)
|
|
(0.1
|
)
|
|
(888
|
)
|
|
(0.2
|
)%
|
|
(701
|
)
|
|
(0.2
|
)%
|
|
|||
Total Revenues
|
|
$
|
445,942
|
|
|
100.0
|
%
|
|
$
|
426,612
|
|
|
100.0
|
%
|
|
$
|
453,335
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||||
By Geographic Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
|
$
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396,039
|
|
|
88.8
|
%
|
|
$
|
378,129
|
|
|
88.6
|
%
|
|
$
|
373,845
|
|
|
82.5
|
%
|
|
Canada
|
|
36,357
|
|
|
8.2
|
%
|
|
35,401
|
|
|
8.3
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%
|
|
61,953
|
|
|
13.6
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%
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|
|||
Mexico
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13,546
|
|
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3.0
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%
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|
13,082
|
|
|
3.1
|
%
|
|
17,537
|
|
|
3.9
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%
|
|
|||
Total Revenues
|
|
$
|
445,942
|
|
|
100.0
|
%
|
|
$
|
426,612
|
|
|
100.0
|
%
|
|
$
|
453,335
|
|
|
100.0
|
%
|
|
ITEM 1A.
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Risk Factors
|
•
|
multiple regulatory requirements that are subject to change and that could restrict our ability to assemble, lease or sell products;
|
•
|
inflation, recession, fluctuations in foreign currency exchange and interest rates;
|
•
|
compliance with applicable export control laws and economic sanctions laws and regulations;
|
•
|
trade protection measures, including increased duties and taxes and import or export licensing requirements;
|
•
|
price controls;
|
•
|
ownership regulations;
|
•
|
compliance with applicable antitrust and other regulatory rules and regulations relating to potential future acquisitions;
|
•
|
different local product preferences and product requirements;
|
•
|
pressures on management time and attention due to the complexities of overseeing global operations;
|
•
|
challenges in maintaining, staffing and managing multi-national operations;
|
•
|
different labor regulations;
|
•
|
potentially adverse consequences from changes in or interpretations of tax laws;
|
•
|
political and economic instability;
|
•
|
enforcement of remedies in various jurisdictions;
|
•
|
the risk that the business partners upon whom we depend for technical assistance or management and acquisition expertise will not perform as expected;
|
•
|
the potential impact of collective bargaining;
|
•
|
obstacles to the repatriation of earnings and cash;
|
•
|
differences in business practices that may result in violation of company policies, including, but not limited to, bribery and collusive practices; and
|
•
|
reduced protection for intellectual property in some countries.
|
•
|
difficulties in integrating the operations, technologies, products and personnel of the acquired companies;
|
•
|
diversion of management’s attention from normal daily operations of the business;
|
•
|
difficulties in entering markets in which we have no or limited direct prior experience and where our competitors in such markets have stronger market positions;
|
•
|
difficulties in complying with regulations, such as environmental regulations and managing risks related to an acquired business;
|
•
|
an inability to timely complete necessary financing and required amendments, if any, to existing agreements;
|
•
|
an inability to implement uniform standards, controls, procedures and policies;
|
•
|
undiscovered and unknown problems, defects, liabilities or other issues related to any acquisition that become known to us only after the acquisition, particularly relating to rental equipment on lease that are unavailable for inspection during the diligence process; and
|
•
|
potential loss of key customers or employees.
|
•
|
specialized disclosure and accounting requirements unique to US government contracts;
|
•
|
financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the US government;
|
•
|
public disclosures of certain contract and company information; and
|
•
|
mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.
|
•
|
making it more difficult to satisfy our obligations with respect to our various debt (including the Notes offered hereby) and liabilities;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to debt payments, thus reducing the availability of cash flow to fund internal growth through working capital and capital expenditures on our existing fleet or a new fleet and for other general corporate purposes;
|
•
|
increasing our vulnerability to a downturn in our business or adverse economic or industry conditions;
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt in relation to cash flow and that, therefore, may be able to take advantage of opportunities that our leverage would prevent us from pursuing;
|
•
|
limiting our flexibility in planning for or reacting to changes in our business and industry;
|
•
|
restricting us from pursuing strategic acquisitions or exploiting certain business opportunities or causing us to make non-strategic divestitures; and
|
•
|
limiting, among other things, our ability to borrow additional funds or raise equity capital in the future and increasing the costs of such additional financings.
|
•
|
incur or guarantee additional debt and issue certain types of stock;
|
•
|
create or incur certain liens;
|
•
|
make certain payments, including dividends or other distributions, with respect to our equity securities;
|
•
|
prepay or redeem junior debt;
|
•
|
make certain investments or acquisitions, including participating in joint ventures;
|
•
|
engage in certain transactions with affiliates;
|
•
|
create unrestricted subsidiaries;
|
•
|
create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to, and on the transfer of, assets to the issuer or any restricted subsidiary;
|
•
|
sell assets, consolidate or merge with or into other companies;
|
•
|
sell or transfer all or substantially all our assets or those of our subsidiaries on a consolidated basis; and
|
•
|
issue or sell share capital of certain subsidiaries.
|
ITEM 1B.
|
Unresolved Staff Comments
|
ITEM 2.
|
Properties
|
ITEM 3.
|
Legal Proceedings
|
ITEM 4.
|
Mine Safety Disclosures
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Class A Common Shares
|
Warrants
|
||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||
2017
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
12.90
|
|
$
|
9.75
|
|
$
|
1.49
|
|
$
|
0.67
|
|
Third Quarter
|
$
|
10.15
|
|
$
|
9.95
|
|
$
|
0.75
|
|
$
|
0.34
|
|
Second Quarter
|
$
|
10.10
|
|
$
|
9.95
|
|
$
|
0.59
|
|
$
|
0.40
|
|
First Quarter
|
$
|
10.05
|
|
$
|
9.90
|
|
$
|
0.56
|
|
$
|
0.47
|
|
2016
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
9.95
|
|
$
|
9.75
|
|
$
|
0.49
|
|
$
|
0.33
|
|
Third Quarter
|
$
|
10.11
|
|
$
|
9.70
|
|
$
|
0.40
|
|
$
|
0.23
|
|
Second Quarter
|
$
|
9.79
|
|
$
|
9.64
|
|
$
|
0.47
|
|
$
|
0.21
|
|
First Quarter
|
$
|
9.78
|
|
$
|
9.50
|
|
$
|
0.65
|
|
$
|
0.31
|
|
|
Class A Common Stock
|
|
Other Shares and Equivalents Outstanding
|
|
Total Potential Outstanding Class A Shares (Fully Diluted)
|
||||||||||||
|
Outstanding as of November 29, 2017 & December 31, 2017 (a)
|
|
Outstanding as of January 19, 2018
|
|
Release Escrowed Founders Shares (b)
|
|
Exercise of Outstanding Warrants (c)
|
|
Securities Exchangeable into Class A Shares (d)
|
|
|||||||
Shares by Type
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Public Shares (unrestricted) (e)
|
28,575,873
|
|
|
28,575,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,575,873
|
|
Shares Underlying Public Warrants (unrestricted)
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000,000
|
|
|
—
|
|
|
25,000,000
|
|
Total Unrestricted Class A Shares
|
28,575,873
|
|
|
28,575,873
|
|
|
|
|
25,000,000
|
|
|
—
|
|
|
53,575,873
|
|
|
Founders
|
|
|
3,106,250
|
|
|
3,106,250
|
|
|
7,275,000
|
|
|
|
|
13,487,500
|
|
||
TDR Capital
|
43,268,901
|
|
|
46,375,151
|
|
|
3,106,250
|
|
|
—
|
|
|
8,024,419
|
|
|
57,505,820
|
|
WSC Directors (current and former) (f)
|
375,000
|
|
|
375,000
|
|
|
—
|
|
|
2,475,000
|
|
|
—
|
|
|
2,850,000
|
|
Total Restricted Shares
|
43,643,901
|
|
|
49,856,401
|
|
|
6,212,500
|
|
|
9,750,000
|
|
|
8,024,419
|
|
|
73,843,320
|
|
US GAAP Basic Outstanding Share Count for EPS (a)
|
72,219,774
|
|
|
78,432,274
|
|
|
|
|
|
|
|
|
|
||||
Add: Escrowed Founders Shares
|
12,425,000
|
|
|
6,212,500
|
|
|
|
|
|
|
|
|
|
||||
Total Outstanding Class A Shares (g)
|
84,644,774
|
|
|
84,644,774
|
|
|
84,644,774
|
|
|
119,394,774
|
|
|
127,419,193
|
|
|
127,419,193
|
|
ITEM 6.
|
Selected Financial Data
|
Consolidated Results
|
As of and for the Year Ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Leasing and services revenue:
|
|
|
|
|
|
||||||
Modular leasing
|
$
|
297,821
|
|
|
$
|
283,550
|
|
|
$
|
300,212
|
|
Modular delivery and installation
|
89,850
|
|
|
81,892
|
|
|
83,103
|
|
|||
Sales:
|
|
|
|
|
|
||||||
New units
|
36,371
|
|
|
39,228
|
|
|
54,359
|
|
|||
Rental units
|
21,900
|
|
|
21,942
|
|
|
15,661
|
|
|||
Total revenues
|
445,942
|
|
|
426,612
|
|
|
453,335
|
|
|||
Costs:
|
|
|
|
|
|
||||||
Cost of leasing and services:
|
|
|
|
|
|
||||||
Modular leasing
|
83,588
|
|
|
75,516
|
|
|
80,081
|
|
|||
Modular delivery and installation
|
85,477
|
|
|
75,359
|
|
|
77,960
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
New units
|
26,025
|
|
|
27,669
|
|
|
43,626
|
|
|||
Rental units
|
12,643
|
|
|
10,894
|
|
|
10,255
|
|
|||
Depreciation of rental equipment
|
72,639
|
|
|
68,981
|
|
|
78,473
|
|
|||
Gross profit
|
165,570
|
|
|
168,193
|
|
|
162,940
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
162,351
|
|
|
139,093
|
|
|
139,355
|
|
|||
Other depreciation and amortization
|
8,653
|
|
|
9,019
|
|
|
22,675
|
|
|||
Impairment losses on goodwill
|
60,743
|
|
|
5,532
|
|
|
—
|
|
|||
Restructuring costs
|
2,196
|
|
|
2,810
|
|
|
9,185
|
|
|||
Currency (gains) losses, net
|
(12,878
|
)
|
|
13,098
|
|
|
11,308
|
|
|||
Other expense, net
|
2,827
|
|
|
1,831
|
|
|
1,189
|
|
|||
Operating loss
|
(58,322
|
)
|
|
(3,190
|
)
|
|
(20,772
|
)
|
|||
Interest expense
|
119,308
|
|
|
94,671
|
|
|
92,028
|
|
|||
Interest income
|
(12,232
|
)
|
|
(10,228
|
)
|
|
(9,778
|
)
|
|||
Loss from continuing operations before income tax
|
(165,398
|
)
|
|
(87,633
|
)
|
|
(103,022
|
)
|
|||
Income tax benefit
|
(936
|
)
|
|
(24,502
|
)
|
|
(34,069
|
)
|
|||
Loss from continuing operations
|
(164,462
|
)
|
|
(63,131
|
)
|
|
(68,953
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
14,650
|
|
|
32,195
|
|
|
(2,634
|
)
|
|||
Net loss
|
(149,812
|
)
|
|
(30,936
|
)
|
|
(71,587
|
)
|
|||
Less net loss attributable to non-controlling interest, net of tax
|
(2,110
|
)
|
|
—
|
|
|
—
|
|
|||
Total loss attributable to WSC
|
$
|
(147,702
|
)
|
|
$
|
(30,936
|
)
|
|
$
|
(71,587
|
)
|
|
|
|
|
|
|
Net (loss) income per share attributable to WSC – basic and diluted
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(8.21
|
)
|
|
$
|
(4.34
|
)
|
|
$
|
(4.74
|
)
|
Discontinued operations
|
$
|
0.74
|
|
|
$
|
2.21
|
|
|
$
|
(0.18
|
)
|
Net loss per share
|
$
|
(7.47
|
)
|
|
$
|
(2.13
|
)
|
|
$
|
(4.92
|
)
|
Cash Flow Data:
|
|
|
|
|
|
||||||
Net cash (used in) provided by operating activities
|
$
|
(1,362
|
)
|
|
$
|
58,731
|
|
|
$
|
119,865
|
|
Net cash used in investing activities
|
$
|
(392,650
|
)
|
|
$
|
(30,236
|
)
|
|
$
|
(193,159
|
)
|
Net cash provided by (used in) financing activities
|
$
|
396,833
|
|
|
$
|
(31,394
|
)
|
|
$
|
76,758
|
|
|
|
|
|
|
|
||||||
Other Financial Data:
|
|
|
|
|
|
||||||
Adjusted EBITDA - Modular - US (a)
|
$
|
110,822
|
|
|
$
|
103,798
|
|
|
$
|
85,448
|
|
Adjusted EBITDA - Modular - Other North America (a)
|
$
|
13,099
|
|
|
$
|
24,360
|
|
|
$
|
45,495
|
|
Adjusted EBITDA - Corporate & other (a) (b)
|
$
|
(15,112
|
)
|
|
$
|
(21,644
|
)
|
|
$
|
(22,419
|
)
|
Consolidated Adjusted EBITDA (a)
|
$
|
108,809
|
|
|
$
|
106,514
|
|
|
$
|
108,524
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA less Net CAPEX (a)(c) - Modular - US
|
$
|
25,301
|
|
|
$
|
54,011
|
|
|
$
|
(9,381
|
)
|
Adjusted EBITDA less Net CAPEX (a) - Modular - Other North America
|
$
|
9,625
|
|
|
$
|
23,562
|
|
|
$
|
31,006
|
|
Adjusted EBITDA less Net CAPEX (a) - Corporate & other
|
$
|
(15,112
|
)
|
|
$
|
(21,776
|
)
|
|
$
|
(24,509
|
)
|
Consolidated Adjusted EBITDA less Net CAPEX
|
$
|
19,814
|
|
|
$
|
55,797
|
|
|
$
|
(2,884
|
)
|
|
|
|
|
|
|
||||||
Adjusted Gross Profit (a)
|
$
|
238,209
|
|
|
$
|
237,174
|
|
|
$
|
241,413
|
|
|
|
|
|
|
|
||||||
Net Capital Expenditures for Rental Equipment (a)
|
$
|
(74,169
|
)
|
|
$
|
(37,332
|
)
|
|
$
|
(98,759
|
)
|
|
|
|
|
|
|
||||||
Balance Sheet Data:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
9,185
|
|
|
$
|
2,352
|
|
|
$
|
5,142
|
|
Rental equipment, net
|
$
|
1,040,146
|
|
|
$
|
814,898
|
|
|
$
|
832,586
|
|
Total assets
|
$
|
1,410,742
|
|
|
$
|
1,699,450
|
|
|
$
|
1,785,713
|
|
Total debt, including current portion
|
$
|
626,746
|
|
|
$
|
657,583
|
|
|
$
|
696,055
|
|
Total notes due to affiliates, including current portion
|
$
|
—
|
|
|
$
|
677,240
|
|
|
$
|
661,520
|
|
Total shareholders’ equity
|
$
|
435,619
|
|
|
$
|
23,131
|
|
|
$
|
55,350
|
|
(a)
|
The Company presents Adjusted EBITDA, Adjusted EBITDA less Net CAPEX, Adjusted Gross Profit and Net Capital Expenditures for Rental Equipment, measurements not calculated in accordance with accounting principles generally accepted in the US, (“GAAP”), because they are key metrics used by management to assess financial performance. Our business is capital-intensive and these additional metrics allow management to further evaluate its operating performance. See below for a reconciliation of non-GAAP financial measures.
|
(b)
|
Included in corporate & other are selling, general and administrative costs related to the Algeco Group's corporate costs incurred prior to or as part of the Business Combination which are not anticipated to be part of the ongoing costs of WSC.
|
(c)
|
The Company makes capital expenditures (“CAPEX”) for purchases and capitalized refurbishments of rental equipment and property, plant and equipment.
|
(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
|
|
Capital expenditures for rental equipment
|
$
|
22,677
|
|
|
$
|
27,625
|
|
|
$
|
25,508
|
|
|
$
|
26,400
|
|
|
$
|
102,210
|
|
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
|
|
(in thousands, except for units on rent and monthly rental rate)
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Revenue
|
$
|
102,668
|
|
|
$
|
110,278
|
|
|
$
|
110,611
|
|
|
$
|
103,055
|
|
|
$
|
426,612
|
|
Gross profit
|
$
|
40,380
|
|
|
$
|
46,959
|
|
|
$
|
42,547
|
|
|
$
|
38,307
|
|
|
$
|
168,193
|
|
Adjusted EBITDA
|
$
|
23,992
|
|
|
$
|
34,904
|
|
|
$
|
27,725
|
|
|
$
|
19,893
|
|
|
$
|
106,514
|
|
Capital expenditures for rental equipment
|
$
|
11,458
|
|
|
$
|
16,314
|
|
|
$
|
18,140
|
|
|
$
|
18,056
|
|
|
$
|
63,968
|
|
Modular space units on rent (average during the period)
|
41,089
|
|
|
40,847
|
|
|
40,839
|
|
|
40,574
|
|
|
40,800
|
|
|||||
Average modular space utilization rate
|
68.8
|
%
|
|
69.1
|
%
|
|
69.5
|
%
|
|
69.3
|
%
|
|
69.1
|
%
|
|||||
Average modular space monthly rental rate
|
$
|
525
|
|
|
$
|
530
|
|
|
$
|
532
|
|
|
$
|
508
|
|
|
$
|
524
|
|
Portable storage units on rent (average during the period)
|
13,933
|
|
|
13,410
|
|
|
13,531
|
|
|
14,128
|
|
|
13,782
|
|
|||||
Average portable storage utilization rate
|
77.2
|
%
|
|
75.0
|
%
|
|
75.8
|
%
|
|
79.3
|
%
|
|
77.0
|
%
|
|||||
Average portable storage monthly rental rate
|
$
|
111
|
|
|
$
|
112
|
|
|
$
|
113
|
|
|
$
|
112
|
|
|
$
|
111
|
|
(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
|
|
Capital expenditures for rental equipment
|
$
|
22,049
|
|
|
$
|
25,909
|
|
|
$
|
24,147
|
|
|
$
|
24,273
|
|
|
$
|
96,378
|
|
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
|
|
(in thousands, except for units on rent and monthly rental rate)
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Revenue
|
$
|
86,092
|
|
|
$
|
93,523
|
|
|
$
|
95,259
|
|
|
$
|
90,622
|
|
|
$
|
365,496
|
|
Gross profit
|
$
|
31,449
|
|
|
$
|
38,552
|
|
|
$
|
34,178
|
|
|
$
|
34,817
|
|
|
$
|
138,996
|
|
Adjusted EBITDA
|
$
|
22,517
|
|
|
$
|
29,509
|
|
|
$
|
24,781
|
|
|
$
|
26,991
|
|
|
$
|
103,798
|
|
Capital expenditures for rental equipment
|
$
|
10,337
|
|
|
$
|
15,357
|
|
|
$
|
17,308
|
|
|
$
|
17,416
|
|
|
$
|
60,418
|
|
Modular space units on rent (average during the period)
|
35,245
|
|
|
35,205
|
|
|
35,552
|
|
|
35,602
|
|
|
35,372
|
|
|||||
Average modular space utilization rate
|
70.8
|
%
|
|
71.5
|
%
|
|
72.7
|
%
|
|
73.1
|
%
|
|
72.0
|
%
|
|||||
Average modular space monthly rental rate
|
$
|
490
|
|
|
$
|
497
|
|
|
$
|
502
|
|
|
$
|
508
|
|
|
$
|
500
|
|
Portable storage units on rent (average during the period)
|
13,563
|
|
|
13,068
|
|
|
13,192
|
|
|
13,773
|
|
|
13,430
|
|
|||||
Average portable storage utilization rate
|
78.2
|
%
|
|
76.1
|
%
|
|
76.9
|
%
|
|
80.4
|
%
|
|
78.1
|
%
|
|||||
Average portable storage monthly rental rate
|
$
|
110
|
|
|
$
|
111
|
|
|
$
|
113
|
|
|
$
|
112
|
|
|
$
|
111
|
|
(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
|
|
Capital expenditures for rental equipment
|
$
|
628
|
|
|
$
|
1,716
|
|
|
$
|
1,361
|
|
|
$
|
2,127
|
|
|
$
|
5,832
|
|
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
|
|
(in thousands, except for units on rent and monthly rental rate)
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Revenue
|
$
|
16,867
|
|
|
$
|
16,886
|
|
|
$
|
15,504
|
|
|
$
|
12,747
|
|
|
$
|
62,004
|
|
Gross profit
|
$
|
9,185
|
|
|
$
|
8,546
|
|
|
$
|
7,976
|
|
|
$
|
4,375
|
|
|
$
|
30,082
|
|
Adjusted EBITDA
|
$
|
7,724
|
|
|
$
|
6,861
|
|
|
$
|
6,444
|
|
|
$
|
3,331
|
|
|
$
|
24,360
|
|
Capital expenditures for rental equipment
|
$
|
1,121
|
|
|
$
|
957
|
|
|
$
|
832
|
|
|
$
|
640
|
|
|
$
|
3,550
|
|
Modular space units on rent (average during the period)
|
5,844
|
|
|
5,642
|
|
|
5,287
|
|
|
4,972
|
|
|
5,428
|
|
|||||
Average modular space utilization rate
|
58.5
|
%
|
|
56.9
|
%
|
|
53.5
|
%
|
|
50.4
|
%
|
|
54.8
|
%
|
|||||
Average modular space monthly rental rate
|
$
|
740
|
|
|
$
|
734
|
|
|
$
|
733
|
|
|
$
|
510
|
|
|
$
|
685
|
|
Portable storage units on rent (average during the period)
|
370
|
|
|
342
|
|
|
339
|
|
|
355
|
|
|
352
|
|
|||||
Average portable storage utilization rate
|
51.5
|
%
|
|
48.8
|
%
|
|
49.1
|
%
|
|
51.7
|
%
|
|
50.3
|
%
|
|||||
Average portable storage monthly rental rate
|
$
|
114
|
|
|
$
|
118
|
|
|
$
|
121
|
|
|
$
|
114
|
|
|
$
|
117
|
|
(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
|
)
|
(in thousands)
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Revenue
|
$
|
(291
|
)
|
|
$
|
(131
|
)
|
|
$
|
(152
|
)
|
|
$
|
(314
|
)
|
|
$
|
(888
|
)
|
Gross profit
|
$
|
(254
|
)
|
|
$
|
(139
|
)
|
|
$
|
393
|
|
|
$
|
(885
|
)
|
|
$
|
(885
|
)
|
Adjusted EBITDA
|
$
|
(6,249
|
)
|
|
$
|
(1,466
|
)
|
|
$
|
(3,500
|
)
|
|
$
|
(10,429
|
)
|
|
$
|
(21,644
|
)
|
•
|
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.
|
•
|
Change in fair value of contingent consideration related to non-cash changes in fair value of an acquisition related earnout agreement.
|
•
|
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.
|
•
|
Other expense includes consulting expenses related to certain one-time projects, financing costs not classified as interest expense, gains and losses on disposals of property, plant, and equipment, and non-cash charges for WSII’s share-based compensation plans.
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(149,812
|
)
|
|
$
|
(30,936
|
)
|
|
$
|
(71,587
|
)
|
Income (loss) from discontinued operations, net of tax
|
14,650
|
|
|
32,195
|
|
|
(2,634
|
)
|
|||
Loss from continuing operations
|
(164,462
|
)
|
|
(63,131
|
)
|
|
(68,953
|
)
|
|||
Income tax benefit
|
(936
|
)
|
|
(24,502
|
)
|
|
(34,069
|
)
|
|||
Loss from continuing operations before income taxes
|
(165,398
|
)
|
|
(87,633
|
)
|
|
(103,022
|
)
|
|||
Interest expense, net
|
107,076
|
|
|
84,443
|
|
|
82,250
|
|
|||
Depreciation and amortization
|
81,292
|
|
|
78,000
|
|
|
101,148
|
|
|||
Currency (gains) losses,net
|
(12,878
|
)
|
|
13,098
|
|
|
11,308
|
|
|||
Goodwill and other impairments
|
60,743
|
|
|
5,532
|
|
|
—
|
|
|||
Restructuring costs
|
2,196
|
|
|
2,810
|
|
|
9,185
|
|
|||
Transaction Fees
|
23,881
|
|
|
8,419
|
|
|
—
|
|
|||
Algeco LTIP expense
|
9,382
|
|
|
—
|
|
|
—
|
|
|||
Other expense (a)
|
2,515
|
|
|
1,845
|
|
|
7,655
|
|
|||
Adjusted EBITDA
|
$
|
108,809
|
|
|
$
|
106,514
|
|
|
$
|
108,524
|
|
(a)
|
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.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Gross profit
|
$
|
165,570
|
|
|
$
|
168,193
|
|
|
$
|
162,940
|
|
Depreciation of rental equipment
|
72,639
|
|
|
68,981
|
|
|
78,473
|
|
|||
Adjusted Gross Profit
|
$
|
238,209
|
|
|
$
|
237,174
|
|
|
$
|
241,413
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Total purchase of rental equipment
|
$
|
(111,701
|
)
|
|
$
|
(69,070
|
)
|
|
$
|
(176,972
|
)
|
Total purchases of rental equipment from discontinued operations
|
(9,491
|
)
|
|
(5,102
|
)
|
|
(62,552
|
)
|
|||
Total purchases of rental equipment from continuing operations
|
(102,210
|
)
|
|
(63,968
|
)
|
|
(114,420
|
)
|
|||
Proceeds from sale of rental equipment
|
28,041
|
|
|
26,636
|
|
|
15,661
|
|
|||
Net Capital Expenditures for Rental Equipment
|
$
|
(74,169
|
)
|
|
$
|
(37,332
|
)
|
|
$
|
(98,759
|
)
|
(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
|
|
|||||
Impairment on goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
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 fees
|
86
|
|
|
776
|
|
|
5,233
|
|
|
17,786
|
|
|
23,881
|
|
|||||
Algeco LTIP 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
|
|
|||||
Total proceeds from rental unit sales from discontinued operations
|
—
|
|
|
—
|
|
|
1,522
|
|
|
—
|
|
|
1,522
|
|
|||||
Total proceeds from rental unit sales from continuing operations
|
5,844
|
|
|
4,778
|
|
|
6,606
|
|
|
9,291
|
|
|
26,519
|
|
|||||
Net Capital Expenditures for Rental Equipment
|
17,476
|
|
|
23,928
|
|
|
19,727
|
|
|
18,607
|
|
|
79,738
|
|
|||||
Adjusted EBITDA less Net CAPEX
|
$
|
2,334
|
|
|
$
|
116
|
|
|
$
|
6,836
|
|
|
$
|
10,528
|
|
|
$
|
19,814
|
|
(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) expense
|
(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 income (loss)
|
(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
|
|
|||||
Impairment on goodwill and other intangibles
|
—
|
|
|
—
|
|
|
—
|
|
|
5,532
|
|
|
5,532
|
|
|||||
Currency (losses) gains, net
|
(1,445
|
)
|
|
6,251
|
|
|
1,055
|
|
|
7,237
|
|
|
13,098
|
|
|||||
Restructuring costs
|
184
|
|
|
1,338
|
|
|
497
|
|
|
791
|
|
|
2,810
|
|
|||||
Transaction fees
|
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
|
|
|||||
Proceeds from rental unit sales
|
4,864
|
|
|
11,109
|
|
|
5,313
|
|
|
5,350
|
|
|
26,636
|
|
|||||
Net Capital Expenditures for Rental Equipment
|
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
|
|
(in thousands)
|
|
Full Year
|
||
Net loss
|
|
$
|
(71,587
|
)
|
Loss from discontinued operations, net of tax
|
|
(2,634
|
)
|
|
Loss from continuing operations
|
|
(68,953
|
)
|
|
Income tax benefit
|
|
(34,069
|
)
|
|
Loss from continuing operations before income taxes
|
|
(103,022
|
)
|
|
Interest expense, net
|
|
82,250
|
|
|
Operating loss
|
|
(20,772
|
)
|
|
Depreciation and amortization
|
|
101,148
|
|
|
EBITDA
|
|
80,376
|
|
|
Currency gains, net
|
|
11,308
|
|
|
Restructuring costs
|
|
9,185
|
|
|
Other expense
|
|
7,655
|
|
|
Adjusted EBITDA
|
|
108,524
|
|
|
Less:
|
|
|
||
Rental units sales
|
|
15,661
|
|
|
Rental units cost of sales
|
|
10,255
|
|
|
Gross profit on sale of rental units
|
|
5,406
|
|
|
Less:
|
|
|
||
Total capital expenditures
|
|
184,424
|
|
|
Total capital expenditures from discontinued operations
|
|
62,761
|
|
|
Total capital expenditures from continuing operations
|
|
121,663
|
|
|
Proceeds from rental unit sales
|
|
15,661
|
|
|
Net Capital Expenditures for Rental Equipment
|
|
106,002
|
|
|
Adjusted EBITDA less Net CAPEX
|
|
$
|
(2,884
|
)
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Adjusted EBITDA
|
$
|
23,683
|
|
|
$
|
26,329
|
|
|
$
|
29,177
|
|
|
$
|
31,633
|
|
|
$
|
110,822
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental units sales
|
4,877
|
|
|
3,835
|
|
|
5,922
|
|
|
3,637
|
|
|
18,271
|
|
|||||
Rental units cost of sales
|
3,113
|
|
|
1,923
|
|
|
3,204
|
|
|
1,859
|
|
|
10,099
|
|
|||||
Gross profit on sale of rental units
|
1,764
|
|
|
1,912
|
|
|
2,718
|
|
|
1,778
|
|
|
8,172
|
|
|||||
Total capital expenditures
|
22,679
|
|
|
26,923
|
|
|
24,896
|
|
|
25,741
|
|
|
100,239
|
|
|||||
Proceeds from rental unit sales
|
4,877
|
|
|
3,835
|
|
|
5,922
|
|
|
8,256
|
|
|
22,890
|
|
|||||
Net Capital Expenditures for Rental Equipment
|
17,802
|
|
|
23,088
|
|
|
18,974
|
|
|
17,485
|
|
|
77,349
|
|
|||||
Adjusted EBITDA less Net CAPEX
|
$
|
4,117
|
|
|
$
|
1,329
|
|
|
$
|
7,485
|
|
|
$
|
12,370
|
|
|
$
|
25,301
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Adjusted EBITDA
|
$
|
22,517
|
|
|
$
|
29,509
|
|
|
$
|
24,781
|
|
|
$
|
26,991
|
|
|
$
|
103,798
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental units sales
|
2,569
|
|
|
6,558
|
|
|
4,570
|
|
|
4,418
|
|
|
18,115
|
|
|||||
Rental units cost of sales
|
1,587
|
|
|
1,333
|
|
|
2,721
|
|
|
2,354
|
|
|
7,995
|
|
|||||
Gross profit on sale of rental units
|
982
|
|
|
5,225
|
|
|
1,849
|
|
|
2,064
|
|
|
10,120
|
|
|||||
Total capital expenditures
|
11,037
|
|
|
15,745
|
|
|
17,669
|
|
|
18,025
|
|
|
62,476
|
|
|||||
Proceeds from rental unit sales
|
4,488
|
|
|
9,333
|
|
|
4,570
|
|
|
4,418
|
|
|
22,809
|
|
|||||
Net Capital Expenditures for Rental Equipment
|
6,549
|
|
|
6,412
|
|
|
13,099
|
|
|
13,607
|
|
|
39,667
|
|
|||||
Adjusted EBITDA less Net CAPEX
|
$
|
14,986
|
|
|
$
|
17,872
|
|
|
$
|
9,833
|
|
|
$
|
11,320
|
|
|
$
|
54,011
|
|
|
|
Full Year
|
||
Adjusted EBITDA
|
|
$
|
85,448
|
|
Less:
|
|
|
||
Rental units sales
|
|
12,168
|
|
|
Rental units cost of sales
|
|
7,716
|
|
|
Gross profit on sale of rental units
|
|
4,452
|
|
|
Total capital expenditures
|
|
102,545
|
|
|
Proceeds from rental unit sales
|
|
12,168
|
|
|
Net Capital Expenditures for Rental Equipment
|
|
90,377
|
|
|
Adjusted EBITDA less Net CAPEX
|
|
$
|
(9,381
|
)
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Adjusted EBITDA
|
$
|
3,119
|
|
|
$
|
2,506
|
|
|
$
|
2,961
|
|
|
$
|
4,513
|
|
|
$
|
13,099
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental units sales
|
967
|
|
|
943
|
|
|
765
|
|
|
1,035
|
|
|
3,710
|
|
|||||
Rental units cost of sales
|
595
|
|
|
652
|
|
|
580
|
|
|
717
|
|
|
2,544
|
|
|||||
Gross profit on sale of rental units
|
372
|
|
|
291
|
|
|
185
|
|
|
318
|
|
|
1,166
|
|
|||||
Total capital expenditures
|
641
|
|
|
1,782
|
|
|
1,437
|
|
|
2,158
|
|
|
6,018
|
|
|||||
Proceeds from rental unit sales
|
967
|
|
|
943
|
|
|
765
|
|
|
1,035
|
|
|
3,710
|
|
|||||
Net Capital Expenditures for Rental Equipment
|
(326
|
)
|
|
839
|
|
|
672
|
|
|
1,123
|
|
|
2,308
|
|
|||||
Adjusted EBITDA less Net CAPEX
|
$
|
3,073
|
|
|
$
|
1,376
|
|
|
$
|
2,104
|
|
|
$
|
3,072
|
|
|
$
|
9,625
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Adjusted EBITDA
|
$
|
7,724
|
|
|
$
|
6,861
|
|
|
$
|
6,444
|
|
|
$
|
3,331
|
|
|
$
|
24,360
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental units sales
|
376
|
|
|
1,776
|
|
|
743
|
|
|
1,074
|
|
|
3,969
|
|
|||||
Rental units cost of sales
|
275
|
|
|
1,358
|
|
|
468
|
|
|
798
|
|
|
2,899
|
|
|||||
Gross profit on sale of rental units
|
101
|
|
|
418
|
|
|
275
|
|
|
276
|
|
|
1,070
|
|
|||||
Total capital expenditures
|
1,206
|
|
|
966
|
|
|
845
|
|
|
680
|
|
|
3,697
|
|
|||||
Proceeds from rental unit sales
|
376
|
|
|
1,776
|
|
|
743
|
|
|
1,074
|
|
|
3,969
|
|
|||||
Net Capital Expenditures for Rental Equipment
|
830
|
|
|
(810
|
)
|
|
102
|
|
|
(394
|
)
|
|
(272
|
)
|
|||||
Adjusted EBITDA less Net CAPEX
|
$
|
6,793
|
|
|
$
|
7,253
|
|
|
$
|
6,067
|
|
|
$
|
3,449
|
|
|
$
|
23,562
|
|
|
|
Full Year
|
||
Adjusted EBITDA
|
|
$
|
45,495
|
|
Less:
|
|
|
||
Rental units sales
|
|
3,493
|
|
|
Rental units cost of sales
|
|
2,539
|
|
|
Gross profit on sale of rental units
|
|
954
|
|
|
Total capital expenditures
|
|
17,028
|
|
|
Proceeds from rental unit sales
|
|
3,493
|
|
|
Net Capital Expenditures for Rental Equipment
|
|
13,535
|
|
|
Adjusted EBITDA less Net CAPEX
|
|
$
|
31,006
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Adjusted EBITDA
|
$
|
(4,856
|
)
|
|
$
|
(2,588
|
)
|
|
$
|
(2,753
|
)
|
|
$
|
(4,915
|
)
|
|
$
|
(15,112
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental units sales
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
|||||
Rental units cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gross profit on sale of rental units
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
|||||
Total capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from rental unit sales
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
|||||
Net Capital Expenditures for Rental Equipment
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
81
|
|
|||||
Adjusted EBITDA less Net CAPEX
|
$
|
(4,856
|
)
|
|
$
|
(2,588
|
)
|
|
$
|
(2,753
|
)
|
|
$
|
(4,915
|
)
|
|
$
|
(15,112
|
)
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Full Year
|
||||||||||
Adjusted EBITDA
|
$
|
(6,249
|
)
|
|
$
|
(1,466
|
)
|
|
$
|
(3,500
|
)
|
|
$
|
(10,429
|
)
|
|
$
|
(21,644
|
)
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental units sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||||
Rental units cost of sales
|
—
|
|
|
(29
|
)
|
|
(10
|
)
|
|
39
|
|
|
—
|
|
|||||
Gross profit on sale of rental units
|
—
|
|
|
29
|
|
|
10
|
|
|
(181
|
)
|
|
(142
|
)
|
|||||
Total capital expenditures
|
74
|
|
|
16
|
|
|
37
|
|
|
5
|
|
|
132
|
|
|||||
Proceeds from rental unit sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||||
Net Capital Expenditures for Rental Equipment
|
74
|
|
|
16
|
|
|
37
|
|
|
147
|
|
|
274
|
|
|||||
Adjusted EBITDA less Net CAPEX
|
$
|
(6,323
|
)
|
|
$
|
(1,511
|
)
|
|
$
|
(3,547
|
)
|
|
$
|
(10,395
|
)
|
|
$
|
(21,776
|
)
|
|
|
Full Year
|
||
Adjusted EBITDA
|
|
$
|
(22,419
|
)
|
Less:
|
|
|
||
Rental units sales
|
|
—
|
|
|
Rental units cost of sales
|
|
—
|
|
|
Gross profit on sale of rental units
|
|
—
|
|
|
Less:
|
|
|
||
Total capital expenditures
|
|
2,090
|
|
|
Proceeds from rental unit sales
|
|
—
|
|
|
Net Capital Expenditures for Rental Equipment
|
|
2,090
|
|
|
Adjusted EBITDA less Net CAPEX
|
|
$
|
(24,509
|
)
|
•
|
our ability to effectively compete in the modular space and portable storage industry;
|
•
|
changes in demand within a number of key industry end-markets and geographic regions;
|
•
|
effective management of our rental equipment;
|
•
|
our ability to acquire and successfully integrate new operations;
|
•
|
market conditions and economic factors beyond our control;
|
•
|
our ability to properly design, manufacture, repair and maintain our rental equipment;
|
•
|
our operating results or financial estimates fail to meet or exceed our expectations;
|
•
|
operational, economic, political and regulatory risks;
|
•
|
the effect of changes in state building codes on our ability to remarket our buildings;
|
•
|
our ability to effectively manage our credit risk, collect on our accounts receivable, or recover our rental equipment;
|
•
|
foreign currency exchange rate exposure;
|
•
|
increases in raw material and labor costs;
|
•
|
our reliance on third party manufacturers and suppliers;
|
•
|
risks associated with labor relations, labor costs and labor disruptions;
|
•
|
failure to retain key personnel;
|
•
|
the effect of impairment charges on our operating results;
|
•
|
our inability to recognize or use deferred tax assets and tax loss carry forwards;
|
•
|
our obligations under various laws and regulations;
|
•
|
the effect of litigation, judgments, orders or regulatory proceedings on our business;
|
•
|
unanticipated changes in our tax obligations;
|
•
|
any failure of our management information systems;
|
•
|
our ability to design, implement and maintain effective internal controls, including disclosure controls and controls over financial reporting;
|
•
|
natural disasters and other business disruptions;
|
•
|
our exposure to various possible claims and the potential inadequacy of our insurance;
|
•
|
our ability to deploy our units effectively, including our ability to close projected unit sales;
|
•
|
any failure by our prior owner or its affiliates to perform under or comply with our transition services and intellectual property agreements;
|
•
|
our ability to fulfill our public company obligations;
|
•
|
our subsidiaries’ ability to meet their debt service requirements and obligations;
|
•
|
our subsidiaries’ ability to take certain actions, or to permit us to take certain actions, under the agreements governing their indebtedness; and
|
•
|
other factors detailed under the section entitled “Risk Factors.”
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Increased total revenues by
$19.3
million, or
4.5%
|
•
|
Increased the Modular - US segment revenues which represents
88.1%
of
2017
revenue, by
$27.4
million, or
7.5%
, through:
|
–
|
Average modular space monthly rental rate growth of 7.6% to
$538
through increases both in the price of our units, as well as increased VAPS pricing and penetration
|
–
|
Increased average modular space units on rent by nearly 800 units, or 2.2%
|
–
|
These increases in average units on rent drove average modular space monthly utilization up by 190 basis points (“bps”) during the year to
73.9%
with positive momentum exiting the year averaging 75.0% in the fourth quarter
|
•
|
Decreased total revenues of
$8.3
million, or
13.4%
in the The Modular - Other North America segment which represents
12.0%
of
2017
, driven primarily by a single project that reached completion in July 2016. The completion of this project drove $10.2 million of the revenue decline, and contributed to decreases in the following metrics:
|
–
|
Average modular space monthly rental rate declined 22.3% to
$532
|
–
|
Average modular space units on rent declined by 331 units, or 6.1% for the year, however the segment experienced positive momentum during 2017 with average modular space units on rent in the fourth quarter up 427 units, or 8.6% year over year
|
–
|
Average modular space monthly utilization decreased by 260 bps during the year to
52.2%
, but had utilization of 55.8% in the fourth quarter
|
•
|
Generated combined Adjusted EBITDA of
$123.9
million between the Modular - US Segment and the Modular - Other North America Segment, which was reduced by
$15.1
million to
$108.8
million Consolidated Adjusted EBITDA as a result of Corporate & other selling, general and administrative costs related to the Algeco Group’s corporate costs incurred prior to, or in connection with, the Business Combination. These corporate costs are considered discrete costs in 2017.
|
•
|
Secured long-term financing that positions us well relative to other US modular space competitors to pursue organic and inorganic growth opportunities, such as the acquisition of Acton Mobile.
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except unit numbers and rates)
|
2017
|
|
2016
|
|
2015
|
||||||
Modular space units on rent (average during the period)
|
41,263
|
|
|
40,800
|
|
|
41,854
|
|
|||
Average modular space utilization rate
|
70.3
|
%
|
|
69.1
|
%
|
|
69.2
|
%
|
|||
Average modular space monthly rental rate
|
$
|
538
|
|
|
$
|
524
|
|
|
$
|
546
|
|
Portable storage units on rent (average during the period)
|
12,599
|
|
|
13,782
|
|
|
14,670
|
|
|||
Average portable storage utilization rate
|
71.4
|
%
|
|
77.0
|
%
|
|
79.8
|
%
|
|||
Average portable storage monthly rental rate
|
$
|
116
|
|
|
$
|
111
|
|
|
$
|
109
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016 $ Change
|
|
2016 vs. 2015 $ Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Leasing and services revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Modular leasing
|
$
|
297,821
|
|
|
$
|
283,550
|
|
|
$
|
300,212
|
|
|
$
|
14,271
|
|
|
$
|
(16,662
|
)
|
Modular delivery and installation
|
89,850
|
|
|
81,892
|
|
|
83,103
|
|
|
7,958
|
|
|
(1,211
|
)
|
|||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New units
|
36,371
|
|
|
39,228
|
|
|
54,359
|
|
|
(2,857
|
)
|
|
(15,131
|
)
|
|||||
Rental units
|
21,900
|
|
|
21,942
|
|
|
15,661
|
|
|
(42
|
)
|
|
6,281
|
|
|||||
Total revenues
|
445,942
|
|
|
426,612
|
|
|
453,335
|
|
|
19,330
|
|
|
(26,723
|
)
|
|||||
Costs:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of leasing and services:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Modular leasing
|
83,588
|
|
|
75,516
|
|
|
80,081
|
|
|
8,072
|
|
|
(4,565
|
)
|
|||||
Modular delivery and installation
|
85,477
|
|
|
75,359
|
|
|
77,960
|
|
|
10,118
|
|
|
(2,601
|
)
|
|||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New units
|
26,025
|
|
|
27,669
|
|
|
43,626
|
|
|
(1,644
|
)
|
|
(15,957
|
)
|
|||||
Rental units
|
12,643
|
|
|
10,894
|
|
|
10,255
|
|
|
1,749
|
|
|
639
|
|
|||||
Depreciation of rental equipment
|
72,639
|
|
|
68,981
|
|
|
78,473
|
|
|
3,658
|
|
|
(9,492
|
)
|
|||||
Gross profit
|
165,570
|
|
|
168,193
|
|
|
162,940
|
|
|
(2,623
|
)
|
|
5,253
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
162,351
|
|
|
139,093
|
|
|
139,355
|
|
|
23,258
|
|
|
(262
|
)
|
|||||
Other depreciation and amortization
|
8,653
|
|
|
9,019
|
|
|
22,675
|
|
|
(366
|
)
|
|
(13,656
|
)
|
|||||
Impairment losses on goodwill
|
60,743
|
|
|
5,532
|
|
|
—
|
|
|
55,211
|
|
|
5,532
|
|
|||||
Restructuring costs
|
2,196
|
|
|
2,810
|
|
|
9,185
|
|
|
(614
|
)
|
|
(6,375
|
)
|
|||||
Currency (gains) losses, net
|
(12,878
|
)
|
|
13,098
|
|
|
11,308
|
|
|
(25,976
|
)
|
|
1,790
|
|
|||||
Other expense, net
|
2,827
|
|
|
1,831
|
|
|
1,189
|
|
|
996
|
|
|
642
|
|
|||||
Operating loss
|
(58,322
|
)
|
|
(3,190
|
)
|
|
(20,772
|
)
|
|
(55,132
|
)
|
|
17,582
|
|
|||||
Interest expense
|
119,308
|
|
|
94,671
|
|
|
92,028
|
|
|
24,637
|
|
|
2,643
|
|
|||||
Interest income
|
(12,232
|
)
|
|
(10,228
|
)
|
|
(9,778
|
)
|
|
(2,004
|
)
|
|
(450
|
)
|
|||||
Loss from continuing operations before income tax
|
(165,398
|
)
|
|
(87,633
|
)
|
|
(103,022
|
)
|
|
(77,765
|
)
|
|
15,389
|
|
|||||
Income tax benefit
|
(936
|
)
|
|
(24,502
|
)
|
|
(34,069
|
)
|
|
23,566
|
|
|
9,567
|
|
|||||
Loss from continuing operations
|
(164,462
|
)
|
|
(63,131
|
)
|
|
(68,953
|
)
|
|
(101,331
|
)
|
|
5,822
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
14,650
|
|
|
32,195
|
|
|
(2,634
|
)
|
|
(17,545
|
)
|
|
34,829
|
|
|||||
Net loss
|
(149,812
|
)
|
|
(30,936
|
)
|
|
(71,587
|
)
|
|
(118,876
|
)
|
|
40,651
|
|
|||||
Less net loss attributable to non-controlling interest, net of tax
|
(2,110
|
)
|
|
—
|
|
|
—
|
|
|
(2,110
|
)
|
|
—
|
|
|||||
Total loss attributable to WSC
|
$
|
(147,702
|
)
|
|
$
|
(30,936
|
)
|
|
$
|
(71,587
|
)
|
|
$
|
(116,766
|
)
|
|
$
|
40,651
|
|
(in thousands, except for units on rent and rates)
|
Modular - US
|
|
Modular - Other North America
|
|
Corporate & Other
|
|
Total
|
||||||||
Year Ended December 31, 2017
|
|
|
|
||||||||||||
Revenue
|
$
|
392,933
|
|
|
$
|
53,656
|
|
|
$
|
(647
|
)
|
|
$
|
445,942
|
|
Gross profit
|
$
|
148,685
|
|
|
$
|
17,532
|
|
|
$
|
(647
|
)
|
|
$
|
165,570
|
|
Adjusted EBITDA
|
$
|
110,822
|
|
|
$
|
13,099
|
|
|
$
|
(15,112
|
)
|
|
$
|
108,809
|
|
Capital expenditures for rental equipment
|
$
|
96,378
|
|
|
$
|
5,832
|
|
|
$
|
—
|
|
|
$
|
102,210
|
|
Modular space units on rent (average during the period)
|
36,166
|
|
|
5,097
|
|
|
—
|
|
|
41,263
|
|
||||
Average modular space utilization rate
|
73.9
|
%
|
|
52.2
|
%
|
|
—
|
%
|
|
70.3
|
%
|
||||
Average modular space monthly rental rate
|
$
|
538
|
|
|
$
|
532
|
|
|
$
|
—
|
|
|
$
|
538
|
|
Portable storage units on rent (average during the period)
|
12,246
|
|
|
353
|
|
|
—
|
|
|
12,599
|
|
||||
Average portable storage utilization rate
|
72.2
|
%
|
|
52.6
|
%
|
|
—
|
%
|
|
71.4
|
%
|
||||
Average portable storage monthly rental rate
|
$
|
116
|
|
|
$
|
119
|
|
|
$
|
—
|
|
|
$
|
116
|
|
(in thousands, except for units on rent and rates)
|
Modular - US
|
|
Modular - Other North America
|
|
Corporate & Other
|
|
Total
|
||||||||
Year Ended December 31, 2016
|
|
|
|
||||||||||||
Revenue
|
$
|
365,496
|
|
|
$
|
62,004
|
|
|
$
|
(888
|
)
|
|
$
|
426,612
|
|
Gross profit
|
$
|
138,996
|
|
|
$
|
30,082
|
|
|
$
|
(885
|
)
|
|
$
|
168,193
|
|
Adjusted EBITDA
|
$
|
103,798
|
|
|
$
|
24,360
|
|
|
$
|
(21,644
|
)
|
|
$
|
106,514
|
|
Capital expenditures for rental equipment
|
$
|
60,418
|
|
|
$
|
3,550
|
|
|
$
|
—
|
|
|
$
|
63,968
|
|
Modular space units on rent (average during the period)
|
35,372
|
|
|
5,428
|
|
|
—
|
|
|
40,800
|
|
||||
Average modular space utilization rate
|
72.0
|
%
|
|
54.8
|
%
|
|
—
|
%
|
|
69.1
|
%
|
||||
Average modular space monthly rental rate
|
$
|
500
|
|
|
$
|
685
|
|
|
$
|
—
|
|
|
$
|
524
|
|
Portable storage units on rent (average during the period)
|
13,430
|
|
|
352
|
|
|
—
|
|
|
13,782
|
|
||||
Average portable storage utilization rate
|
78.1
|
%
|
|
50.3
|
%
|
|
—
|
%
|
|
77.0
|
%
|
||||
Average portable storage monthly rental rate
|
$
|
111
|
|
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
111
|
|
(in thousands, except for units on rent and rates)
|
Modular - US
|
|
Modular - Other North America
|
|
Corporate & Other
|
|
Total
|
||||||||
Year Ended December 31, 2015
|
|
|
|
||||||||||||
Revenue
|
$
|
352,648
|
|
|
$
|
101,388
|
|
|
$
|
(701
|
)
|
|
$
|
453,335
|
|
Gross profit
|
$
|
108,243
|
|
|
$
|
55,719
|
|
|
$
|
(1,022
|
)
|
|
$
|
162,940
|
|
Adjusted EBITDA
|
$
|
85,448
|
|
|
$
|
45,495
|
|
|
$
|
(22,419
|
)
|
|
$
|
108,524
|
|
Capital expenditures for rental equipment
|
$
|
98,135
|
|
|
$
|
16,285
|
|
|
$
|
—
|
|
|
$
|
114,420
|
|
Modular space units on rent (average during the period)
|
35,131
|
|
|
6,723
|
|
|
—
|
|
|
41,854
|
|
||||
Average modular space utilization rate
|
69.7
|
%
|
|
66.8
|
%
|
|
—
|
%
|
|
69.2
|
%
|
||||
Average modular space monthly rental rate
|
$
|
476
|
|
|
$
|
915
|
|
|
$
|
—
|
|
|
$
|
546
|
|
Portable storage units on rent (average during the period)
|
14,100
|
|
|
570
|
|
|
—
|
|
|
14,670
|
|
||||
Average portable storage utilization rate
|
80.4
|
%
|
|
67.1
|
%
|
|
—
|
%
|
|
79.8
|
%
|
||||
Average portable storage monthly rental rate
|
$
|
110
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
109
|
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(149,812
|
)
|
|
$
|
(30,936
|
)
|
|
$
|
(71,587
|
)
|
Income (loss) from discontinued operations, net of tax
|
14,650
|
|
|
32,195
|
|
|
(2,634
|
)
|
|||
Loss from continuing operations
|
(164,462
|
)
|
|
(63,131
|
)
|
|
(68,953
|
)
|
|||
Income tax benefit
|
(936
|
)
|
|
(24,502
|
)
|
|
(34,069
|
)
|
|||
Loss from continuing operations before income taxes
|
(165,398
|
)
|
|
(87,633
|
)
|
|
(103,022
|
)
|
|||
Interest expense, net
|
107,076
|
|
|
84,443
|
|
|
82,250
|
|
|||
Depreciation and amortization
|
81,292
|
|
|
78,000
|
|
|
101,148
|
|
|||
Currency (gains) losses,net
|
(12,878
|
)
|
|
13,098
|
|
|
11,308
|
|
|||
Goodwill and other impairments
|
60,743
|
|
|
5,532
|
|
|
—
|
|
|||
Restructuring costs
|
2,196
|
|
|
2,810
|
|
|
9,185
|
|
|||
Transaction Fees
|
23,881
|
|
|
8,419
|
|
|
—
|
|
|||
Algeco LTIP expense
|
9,382
|
|
|
—
|
|
|
—
|
|
|||
Other expense
|
2,515
|
|
|
1,845
|
|
|
7,655
|
|
|||
Adjusted EBITDA
|
$
|
108,809
|
|
|
$
|
106,514
|
|
|
$
|
108,524
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash from operating activities
|
$
|
(1,362
|
)
|
|
$
|
58,731
|
|
|
$
|
119,865
|
|
Net cash from investing activities
|
(392,650
|
)
|
|
(30,236
|
)
|
|
(193,159
|
)
|
|||
Net cash from financing activities
|
396,833
|
|
|
(31,394
|
)
|
|
76,758
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
202
|
|
|
(241
|
)
|
|
(441
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
3,023
|
|
|
$
|
(3,140
|
)
|
|
$
|
3,023
|
|
(in thousands)
|
Total
|
Less than 1 year
|
Between 1 to 3 Years
|
Between 3 and 5 years
|
More than 5 years
|
||||||||||
Long-term indebtedness, including current portion and interest (a)
|
$
|
849,477
|
|
$
|
41,932
|
|
$
|
80,741
|
|
$
|
686,034
|
|
$
|
40,770
|
|
Capital lease obligations
|
240
|
|
136
|
|
104
|
|
—
|
|
—
|
|
|||||
Operating lease obligations
|
106,365
|
|
19,849
|
|
29,156
|
|
18,674
|
|
38,686
|
|
|||||
Total
|
$
|
956,082
|
|
$
|
61,917
|
|
$
|
110,001
|
|
$
|
704,708
|
|
$
|
79,456
|
|
|
Estimated Useful Life
|
Residual Value
|
Modular fleet
|
10 - 20 years
|
20 - 50%
|
Other related rental equipment
|
2 – 7 years
|
0%
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
(in thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Estimated Fair Value
|
||||||||||||||||
ABL Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
310,000
|
|
|
$
|
—
|
|
|
$
|
310,000
|
|
|
$
|
310,000
|
|
Weighted average interest rate
|
|
|
|
|
|
|
|
|
4.02
|
%
|
|
|
|
|
|
|
|||||||||||||||
7.875% senior secured notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
310,410
|
|
Stated interest rate
|
|
|
|
|
|
|
|
|
7.875
|
%
|
|
|
|
|
|
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,185
|
|
|
$
|
2,352
|
|
Trade receivables, net of allowances for doubtful accounts at December 31, 2017 and 2016 of $4,845 and $4,167, respectively
|
94,820
|
|
|
71,434
|
|
||
Inventories
|
10,082
|
|
|
8,938
|
|
||
Prepaid expenses and other current assets
|
13,696
|
|
|
39,903
|
|
||
Current assets - discontinued operations
|
—
|
|
|
14,881
|
|
||
Total current assets
|
127,783
|
|
|
137,508
|
|
||
Rental equipment, net
|
1,040,146
|
|
|
814,898
|
|
||
Property, plant and equipment, net
|
83,666
|
|
|
84,226
|
|
||
Notes due from affiliates
|
—
|
|
|
256,625
|
|
||
Goodwill
|
28,609
|
|
|
56,811
|
|
||
Intangible assets, net
|
126,259
|
|
|
125,000
|
|
||
Other non-current assets
|
4,279
|
|
|
1,952
|
|
||
Non-current assets - discontinued operations
|
—
|
|
|
222,430
|
|
||
Total long-term assets
|
1,282,959
|
|
|
1,561,942
|
|
||
Total assets
|
$
|
1,410,742
|
|
|
$
|
1,699,450
|
|
Liabilities
|
|
|
|
||||
Accounts payable
|
57,051
|
|
|
33,079
|
|
||
Accrued liabilities
|
48,912
|
|
|
44,910
|
|
||
Accrued interest
|
2,704
|
|
|
26,909
|
|
||
Deferred revenue and customer deposits
|
45,182
|
|
|
29,974
|
|
||
Current portion of long-term debt
|
1,881
|
|
|
1,889
|
|
||
Current liabilities - discontinued operations
|
—
|
|
|
35,894
|
|
||
Total current liabilities
|
155,730
|
|
|
172,655
|
|
||
Long-term debt
|
624,865
|
|
|
655,694
|
|
||
Notes due to affiliates
|
—
|
|
|
677,240
|
|
||
Deferred tax liabilities
|
120,865
|
|
|
118,173
|
|
||
Deferred revenue and customer deposits
|
5,377
|
|
|
—
|
|
||
Other non-current liabilities
|
19,355
|
|
|
11,204
|
|
||
Non-current liabilities - discontinued operations
|
—
|
|
|
41,353
|
|
||
Long-term liabilities
|
770,462
|
|
|
1,503,664
|
|
||
Total liabilities
|
926,192
|
|
|
1,676,319
|
|
||
Commitments and contingencies (see Note 19)
|
|
|
|
|
|
||
Class A common stock: $0.0001 par, 400,000,000 shares authorized, 84,644,774 and 14,545,833 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
8
|
|
|
1
|
|
||
Class B common stock: $0.0001 par, 100,000,000 shares authorized, 8,024,419 and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
1
|
|
|
—
|
|
||
Additional paid-in-capital
|
2,121,926
|
|
|
1,569,175
|
|
||
Accumulated other comprehensive loss
|
(49,497
|
)
|
|
(56,928
|
)
|
||
Accumulated deficit
|
(1,636,819
|
)
|
|
(1,489,117
|
)
|
||
Total shareholders' equity
|
435,619
|
|
|
23,131
|
|
||
Non-controlling interest
|
48,931
|
|
|
—
|
|
||
Total equity
|
484,550
|
|
|
23,131
|
|
||
Total liabilities and equity
|
$
|
1,410,742
|
|
|
$
|
1,699,450
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Leasing and services revenue:
|
|
|
|
|
|
||||||
Modular leasing
|
$
|
297,821
|
|
|
$
|
283,550
|
|
|
$
|
300,212
|
|
Modular delivery and installation
|
89,850
|
|
|
81,892
|
|
|
83,103
|
|
|||
Sales:
|
|
|
|
|
|
||||||
New units
|
36,371
|
|
|
39,228
|
|
|
54,359
|
|
|||
Rental units
|
21,900
|
|
|
21,942
|
|
|
15,661
|
|
|||
Total revenues
|
445,942
|
|
|
426,612
|
|
|
453,335
|
|
|||
Costs:
|
|
|
|
|
|
||||||
Cost of leasing and services:
|
|
|
|
|
|
||||||
Modular leasing
|
83,588
|
|
|
75,516
|
|
|
80,081
|
|
|||
Modular delivery and installation
|
85,477
|
|
|
75,359
|
|
|
77,960
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
New units
|
26,025
|
|
|
27,669
|
|
|
43,626
|
|
|||
Rental units
|
12,643
|
|
|
10,894
|
|
|
10,255
|
|
|||
Depreciation of rental equipment
|
72,639
|
|
|
68,981
|
|
|
78,473
|
|
|||
Gross profit
|
165,570
|
|
|
168,193
|
|
|
162,940
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
162,351
|
|
|
139,093
|
|
|
139,355
|
|
|||
Other depreciation and amortization
|
8,653
|
|
|
9,019
|
|
|
22,675
|
|
|||
Impairment losses on goodwill
|
60,743
|
|
|
5,532
|
|
|
—
|
|
|||
Restructuring costs
|
2,196
|
|
|
2,810
|
|
|
9,185
|
|
|||
Currency (gains) losses, net
|
(12,878
|
)
|
|
13,098
|
|
|
11,308
|
|
|||
Other expense, net
|
2,827
|
|
|
1,831
|
|
|
1,189
|
|
|||
Operating loss
|
(58,322
|
)
|
|
(3,190
|
)
|
|
(20,772
|
)
|
|||
Interest expense
|
119,308
|
|
|
94,671
|
|
|
92,028
|
|
|||
Interest income
|
(12,232
|
)
|
|
(10,228
|
)
|
|
(9,778
|
)
|
|||
Loss from continuing operations before income tax
|
(165,398
|
)
|
|
(87,633
|
)
|
|
(103,022
|
)
|
|||
Income tax benefit
|
(936
|
)
|
|
(24,502
|
)
|
|
(34,069
|
)
|
|||
Loss from continuing operations
|
(164,462
|
)
|
|
(63,131
|
)
|
|
(68,953
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
14,650
|
|
|
32,195
|
|
|
(2,634
|
)
|
|||
Net loss
|
(149,812
|
)
|
|
(30,936
|
)
|
|
(71,587
|
)
|
|||
Less net loss attributable to non-controlling interest, net of tax
|
(2,110
|
)
|
|
—
|
|
|
—
|
|
|||
Total loss attributable to WSC
|
$
|
(147,702
|
)
|
|
$
|
(30,936
|
)
|
|
$
|
(71,587
|
)
|
|
|
|
|
|
|
||||||
Net (loss) income per share attributable to WSC – basic and diluted
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(8.21
|
)
|
|
$
|
(4.34
|
)
|
|
$
|
(4.74
|
)
|
Discontinued operations
|
$
|
0.74
|
|
|
$
|
2.21
|
|
|
$
|
(0.18
|
)
|
Net loss per share
|
$
|
(7.47
|
)
|
|
$
|
(2.13
|
)
|
|
$
|
(4.92
|
)
|
Weighted Average Shares
|
|
|
|
|
|
||||||
Basic and diluted
|
19,760,189
|
|
|
14,545,833
|
|
|
14,545,833
|
|
|||
Cash dividends declared per share
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(149,812
|
)
|
|
$
|
(30,936
|
)
|
|
$
|
(71,587
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of income tax expense (benefit) of ($1,153), $565, and ($3,399) for the years ended December 31, 2017, 2016 and 2015, respectively.
|
6,768
|
|
|
(1,283
|
)
|
|
(24,431
|
)
|
|||
Comprehensive loss
|
$
|
(143,044
|
)
|
|
$
|
(32,219
|
)
|
|
$
|
(96,018
|
)
|
Less: comprehensive loss attributable to non-controlling interest
|
(2,118
|
)
|
|
—
|
|
|
—
|
|
|||
Total comprehensive loss attributable to WSC
|
$
|
(140,926
|
)
|
|
$
|
(32,219
|
)
|
|
$
|
(96,018
|
)
|
|
Class A Common Stock
|
Class B Common Stock
|
|
|
|
|
|
|
||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional Paid in Capital
|
Accumulated Other Comprehensive Loss
|
Accumulated Deficit
|
Total Shareholders' Equity
|
Non Controlling Interest
|
Total Equity
|
||||||||||||||||||
Balance as of January 1, 2015 as previously reported
|
1
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
$
|
1,569,176
|
|
$
|
(31,214
|
)
|
$
|
(1,386,594
|
)
|
$
|
151,368
|
|
$
|
—
|
|
$
|
151,368
|
|
Retroactive application of recapitalization
|
14,545
|
|
1
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Adjusted balance at January 1, 2015
|
14,546
|
|
1
|
|
—
|
|
—
|
|
1,569,175
|
|
(31,214
|
)
|
(1,386,594
|
)
|
151,368
|
|
—
|
|
151,368
|
|
||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(71,587
|
)
|
(71,587
|
)
|
—
|
|
(71,587
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(24,431
|
)
|
—
|
|
(24,431
|
)
|
—
|
|
(24,431
|
)
|
||||||||
Balance at December 31, 2015
|
14,546
|
|
1
|
|
—
|
|
—
|
|
1,569,175
|
|
(55,645
|
)
|
(1,458,181
|
)
|
55,350
|
|
—
|
|
55,350
|
|
||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(30,936
|
)
|
(30,936
|
)
|
—
|
|
(30,936
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,283
|
)
|
—
|
|
(1,283
|
)
|
—
|
|
(1,283
|
)
|
||||||||
Balance as of December 31, 2016
|
14,546
|
|
1
|
|
—
|
|
—
|
|
1,569,175
|
|
(56,928
|
)
|
(1,489,117
|
)
|
23,131
|
|
—
|
|
23,131
|
|
||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(147,702
|
)
|
(147,702
|
)
|
(2,110
|
)
|
(149,812
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,768
|
|
—
|
|
6,768
|
|
(8
|
)
|
6,760
|
|
||||||||
Capital contribution
|
—
|
|
—
|
|
—
|
|
—
|
|
6,192
|
|
—
|
|
—
|
|
6,192
|
|
—
|
|
6,192
|
|
||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
2,970
|
|
—
|
|
—
|
|
2,970
|
|
—
|
|
2,970
|
|
||||||||
Recapitalization transaction
|
70,099
|
|
7
|
|
8,024
|
|
1
|
|
543,589
|
|
663
|
|
—
|
|
544,260
|
|
51,049
|
|
595,309
|
|
||||||||
Balance at December 31, 2017
|
84,645
|
|
$
|
8
|
|
8,024
|
|
$
|
1
|
|
$
|
2,121,926
|
|
$
|
(49,497
|
)
|
$
|
(1,636,819
|
)
|
$
|
435,619
|
|
$
|
48,931
|
|
$
|
484,550
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(149,812
|
)
|
|
$
|
(30,936
|
)
|
|
$
|
(71,587
|
)
|
Adjustments for non-cash items:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
107,876
|
|
|
119,329
|
|
|
136,892
|
|
|||
Provision for doubtful accounts
|
5,062
|
|
|
5,000
|
|
|
2,722
|
|
|||
Impairment losses on goodwill and intangibles
|
60,743
|
|
|
5,532
|
|
|
118,840
|
|
|||
Gain on sale of rental equipment and other property, plant and equipment
|
(9,310
|
)
|
|
(10,527
|
)
|
|
(5,338
|
)
|
|||
Interest receivable capitalized into notes due from affiliates
|
(3,915
|
)
|
|
(7,663
|
)
|
|
(7,431
|
)
|
|||
Amortization of debt discounts and debt issuance costs
|
21,887
|
|
|
10,916
|
|
|
10,805
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
(4,581
|
)
|
|
(50,500
|
)
|
|||
Share based compensation expense
|
2,970
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
12,959
|
|
|
(10,360
|
)
|
|
(44,402
|
)
|
|||
Restructuring impairment costs
|
—
|
|
|
—
|
|
|
1,882
|
|
|||
Foreign currency adjustments
|
(26,342
|
)
|
|
12,189
|
|
|
12,155
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Trade receivables
|
(20,563
|
)
|
|
(4,581
|
)
|
|
8,062
|
|
|||
Inventories
|
682
|
|
|
550
|
|
|
(1,231
|
)
|
|||
Prepaid and other assets
|
(11,925
|
)
|
|
3,564
|
|
|
4,050
|
|
|||
Accrued interest receivable
|
(7,725
|
)
|
|
475
|
|
|
(1,302
|
)
|
|||
Accrued interest payable
|
(20,631
|
)
|
|
3,893
|
|
|
8,134
|
|
|||
Accounts payable and other accrued liabilities
|
39,771
|
|
|
(24,153
|
)
|
|
(6,935
|
)
|
|||
Deferred revenue and customer deposits
|
(3,089
|
)
|
|
(9,916
|
)
|
|
5,049
|
|
|||
Net cash (used in) provided by operating activities:
|
(1,362
|
)
|
|
58,731
|
|
|
119,865
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of a business
|
(237,148
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of rental equipment
|
28,041
|
|
|
26,636
|
|
|
15,661
|
|
|||
Purchase of rental equipment
|
(111,701
|
)
|
|
(69,070
|
)
|
|
(176,972
|
)
|
|||
Lending on notes due from affiliates
|
(69,939
|
)
|
|
(35,477
|
)
|
|
(25,205
|
)
|
|||
Repayments on notes due from affiliates
|
2,151
|
|
|
47,670
|
|
|
—
|
|
|||
Proceeds from the sale of property, plant and equipment
|
392
|
|
|
2,365
|
|
|
809
|
|
|||
Purchase of property, plant and equipment
|
(4,446
|
)
|
|
(2,360
|
)
|
|
(7,452
|
)
|
|||
Net cash used in investing activities:
|
(392,650
|
)
|
|
(30,236
|
)
|
|
(193,159
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Recapitalization transaction
|
571,778
|
|
|
—
|
|
|
—
|
|
|||
Receipts from borrowings
|
1,155,651
|
|
|
151,761
|
|
|
222,731
|
|
|||
Receipts on borrowings from notes due to affiliates
|
75,000
|
|
|
20,000
|
|
|
8,238
|
|
|||
Payment of financing costs
|
(31,316
|
)
|
|
(2,000
|
)
|
|
—
|
|
|||
Repayment of borrowings
|
(1,179,340
|
)
|
|
(191,431
|
)
|
|
(148,326
|
)
|
|||
Repayment of notes due to affiliates
|
(198,896
|
)
|
|
(8,294
|
)
|
|
—
|
|
|||
Principal payments on capital lease obligations
|
(2,236
|
)
|
|
(1,430
|
)
|
|
(5,885
|
)
|
|||
Contribution from Algeco Group
|
6,192
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities:
|
396,833
|
|
|
(31,394
|
)
|
|
76,758
|
|
Effect of exchange rate changes on cash and cash equivalents
|
202
|
|
|
(241
|
)
|
|
(441
|
)
|
|||
Net change in cash and cash equivalents
|
3,023
|
|
|
(3,140
|
)
|
|
3,023
|
|
|||
Cash and cash equivalents at the beginning of the period
|
6,162
|
|
|
9,302
|
|
|
6,279
|
|
|||
Cash and cash equivalents at the end of the period
|
$
|
9,185
|
|
|
$
|
6,162
|
|
|
$
|
9,302
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
115,756
|
|
|
$
|
81,938
|
|
|
$
|
73,959
|
|
Income taxes paid, net of refunds received
|
$
|
(1,389
|
)
|
|
$
|
(1,410
|
)
|
|
$
|
1,550
|
|
Assets acquired under capital leases
|
$
|
—
|
|
|
$
|
63
|
|
|
$
|
2,957
|
|
Capital expenditures accrued or payable
|
$
|
11,919
|
|
|
$
|
7,716
|
|
|
$
|
2,664
|
|
Net non-cash settlements of notes due to and from affiliates and related accrued interest
|
$
|
216,278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
WSII’s operations comprise the ongoing operations of the combined entity;
|
•
|
The officers of the newly combined company consist of WSII executives, including the Chief Executive Officer, Chief Financial Officer and General Counsel;
|
•
|
WSII’s preexisting ultimate parent, TDR Capital, owns a majority voting interest in the combined entity.
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
4,167
|
|
|
$
|
2,036
|
|
|
$
|
2,324
|
|
Net charges to bad debt expense
|
4,715
|
|
|
4,929
|
|
|
2,521
|
|
|||
Write-offs
|
(3,984
|
)
|
|
(2,760
|
)
|
|
(2,669
|
)
|
|||
Foreign currency translation and other
|
(53
|
)
|
|
(38
|
)
|
|
(140
|
)
|
|||
Balance at end of year
|
$
|
4,845
|
|
|
$
|
4,167
|
|
|
$
|
2,036
|
|
|
Estimated Useful Life
|
Residual Value
|
|
Modular space and portable storage units
|
10 – 20 years
|
20 – 50%
|
|
VAPS and other related rental equipment
|
2 – 7 years
|
0
|
%
|
Type
|
Estimated Useful Life
|
Buildings
|
10 – 40 years
|
Machinery and equipment
|
3 – 10 years
|
Furniture and fixtures
|
7 – 10 years
|
Software
|
3 – 5 years
|
(in thousands)
|
Operating Leases
|
||
2018
|
$
|
104,657
|
|
2019
|
32,334
|
|
|
2020
|
11,680
|
|
|
2021
|
5,086
|
|
|
2022
|
2,091
|
|
|
Thereafter
|
2,250
|
|
(in thousands)
|
|
Net proceeds
|
||
Cash in Double Eagle’s Trust (net of redemptions)
|
|
$
|
288,381
|
|
Cash from private placement of common stock to TDR affiliate
|
|
418,261
|
|
|
Gross cash received by WSC from Business Combination
|
|
706,642
|
|
|
Less: purchase of WSII’s outstanding equity
|
|
(125,676
|
)
|
|
Less: fees to underwriters
|
|
(9,188
|
)
|
|
Net cash received by WSC in Recapitalization Transaction
|
|
$
|
571,778
|
|
|
|
Number of Shares of Class A Common Stock of WSC
|
|
Number of Shares of Class B Common Stock of WSC
|
||
Double Eagle public shares outstanding prior to the Business Combination
|
|
49,704,329
|
|
|
—
|
|
Less: Redemption of Double Eagle public shares
|
|
21,128,456
|
|
|
—
|
|
Plus: Conversion of Double Eagle Class B shares to Double Eagle Class A shares (a)
|
|
12,500,000
|
|
|
—
|
|
Total Double Eagle shares outstanding immediately prior to the effective date of the Business Combination
|
|
41,075,873
|
|
|
—
|
|
Class B shares issued as part of consideration for WSII purchase
|
|
—
|
|
|
8,024,419
|
|
Common shares issued through private placement to TDR affiliate
|
|
43,568,901
|
|
|
—
|
|
Total shares of common stock of WSC outstanding at closing, November 29, 2017
|
|
84,644,774
|
|
|
8,024,419
|
|
(in thousands)
|
December 20, 2017
|
||
Accounts receivable, net of allowance for doubtful accounts (a)
|
$
|
13,249
|
|
Rental equipment
|
203,103
|
|
|
Property and equipment
|
2,838
|
|
|
Deferred taxes
|
4,214
|
|
|
Other assets
|
3,297
|
|
|
Intangible assets:
|
|
||
Trade name (b)
|
708
|
|
|
Favorable lease (b)
|
553
|
|
|
Total identifiable assets acquired
|
227,962
|
|
|
Current liabilities
|
(18,893
|
)
|
|
Non-current liabilities
|
(530
|
)
|
|
Net identifiable assets acquired
|
208,539
|
|
|
Goodwill (c)
|
28,609
|
|
|
Net assets acquired
|
$
|
237,148
|
|
(in thousands, unaudited)
|
2017
|
|
2016
|
||||
WSC historic revenues (a)
|
$
|
445,942
|
|
|
$
|
426,612
|
|
Acton historic revenues
|
93,914
|
|
|
89,100
|
|
||
Pro-forma revenues
|
$
|
539,856
|
|
|
$
|
515,712
|
|
|
|
|
|
||||
WSC historic pretax loss (a)
|
$
|
(165,398
|
)
|
|
$
|
(87,633
|
)
|
Acton historic pretax loss
|
(3,251
|
)
|
|
(199
|
)
|
||
Pro-forma pretax loss
|
(168,649
|
)
|
|
(87,832
|
)
|
||
Pro-forma adjustments to combined pretax loss:
|
|
|
|
||||
Impact of fair value mark-ups/useful life changes on depreciation (b)
|
(5,255
|
)
|
|
(5,330
|
)
|
||
Intangible asset amortization (c)
|
(63
|
)
|
|
(779
|
)
|
||
Interest expense (d)
|
(9,248
|
)
|
|
(9,536
|
)
|
||
Elimination of historic Acton interest (e)
|
4,789
|
|
|
4,288
|
|
||
Pro-forma pretax loss (f)
|
(178,426
|
)
|
|
(99,189
|
)
|
||
Income tax benefit
|
(4,353
|
)
|
|
(27,733
|
)
|
||
Proforma loss from continuing operations
|
(174,073
|
)
|
|
(71,456
|
)
|
||
Income from discontinued operations
|
14,650
|
|
|
32,195
|
|
||
Net loss
|
$
|
(159,423
|
)
|
|
$
|
(39,261
|
)
|
|
11 Months Ended November 30,
|
|
Year Ended December 31,
|
||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Remote accommodations revenue:
|
|
|
|
|
|
||||||
Lease revenue
|
$
|
53,571
|
|
|
$
|
79,957
|
|
|
$
|
97,533
|
|
Service revenue
|
67,282
|
|
|
69,510
|
|
|
84,159
|
|
|||
Total remote accommodations revenue
|
$
|
120,853
|
|
|
$
|
149,467
|
|
|
$
|
181,692
|
|
|
|
|
|
|
|
||||||
Remote accommodation costs:
|
|
|
|
|
|
||||||
Cost of leases
|
$
|
7,837
|
|
|
$
|
9,562
|
|
|
$
|
13,059
|
|
Cost of services
|
46,134
|
|
|
41,583
|
|
|
60,047
|
|
|||
Total remote accommodations costs
|
$
|
53,971
|
|
|
$
|
51,145
|
|
|
$
|
73,106
|
|
|
Estimated
Useful Life |
Residual
Value |
Remote accommodations
|
15 years
|
0 - 25%
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Remote accommodations revenue
|
$
|
120,853
|
|
|
$
|
149,467
|
|
|
$
|
181,692
|
|
Rental unit sales
|
1,522
|
|
|
—
|
|
|
—
|
|
|||
Remote accommodations costs of leasing and services
|
53,971
|
|
|
51,145
|
|
|
73,106
|
|
|||
Used unit cost of sales
|
901
|
|
|
—
|
|
|
—
|
|
|||
Depreciation of rental equipment
|
21,995
|
|
|
36,300
|
|
|
29,551
|
|
|||
Gross profit
|
45,508
|
|
|
62,022
|
|
|
79,035
|
|
|||
Selling, general and administrative expenses
|
11,513
|
|
|
13,883
|
|
|
13,097
|
|
|||
Other depreciation and amortization
|
4,589
|
|
|
5,029
|
|
|
6,193
|
|
|||
Impairment losses on goodwill and intangibles
|
—
|
|
|
—
|
|
|
118,840
|
|
|||
Restructuring costs
|
1,714
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of contingent considerations
|
—
|
|
|
(4,581
|
)
|
|
(50,500
|
)
|
|||
Other (income) and expense items
|
(52
|
)
|
|
(394
|
)
|
|
785
|
|
|||
Operating profit (loss)
|
27,744
|
|
|
48,085
|
|
|
(9,380
|
)
|
|||
Interest expense
|
2,444
|
|
|
2,346
|
|
|
789
|
|
|||
Income (loss) from discontinued operations, before income tax
|
25,300
|
|
|
45,739
|
|
|
(10,169
|
)
|
|||
Income tax expense (benefit)
|
10,650
|
|
|
13,544
|
|
|
(7,535
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
14,650
|
|
|
$
|
32,195
|
|
|
$
|
(2,634
|
)
|
(in thousands)
|
2016
|
||
Assets of discontinued operations
|
|
||
Cash and cash equivalents
|
$
|
3,810
|
|
Trade receivables, net of allowances for doubtful accounts at December 31, 2016 of $781
|
9,839
|
|
|
Inventories
|
357
|
|
|
Prepaid expenses and other current assets
|
875
|
|
|
Current assets - discontinued operations
|
14,881
|
|
|
Rental equipment, net
|
189,619
|
|
|
Property, plant and equipment, net
|
4,288
|
|
|
Intangible assets, net
|
28,523
|
|
|
Non-current assets - Discontinued Operations
|
222,430
|
|
|
Total assets - discontinued operations
|
$
|
237,311
|
|
Liabilities of discontinued operations
|
|
||
Accounts payable
|
$
|
2,641
|
|
Accrued liabilities
|
3,708
|
|
|
Accrued interest
|
2
|
|
|
Deferred revenue and customer deposits
|
19,281
|
|
|
Current portion of long-term debt
|
10,262
|
|
|
Current liabilities - discontinued operations
|
35,894
|
|
|
Long-term debt
|
17,591
|
|
|
Deferred tax liabilities (a)
|
(31,904
|
)
|
|
Deferred revenue and customer deposits
|
53,753
|
|
|
Other non-current liabilities
|
1,913
|
|
|
Non-current liabilities - discontinued operations
|
41,353
|
|
|
Total liabilities - discontinued operations
|
$
|
77,247
|
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and amortization
|
$
|
26,584
|
|
|
$
|
41,329
|
|
|
$
|
35,744
|
|
Capital expenditures
|
$
|
9,890
|
|
|
$
|
5,125
|
|
|
$
|
62,761
|
|
Change in fair value of contingent consideration
|
$
|
—
|
|
|
$
|
(4,581
|
)
|
|
$
|
(50,500
|
)
|
Impairment losses on goodwill and intangibles
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118,840
|
|
(in thousands)
|
2017
|
|
2016
|
||||
Raw materials and consumables
|
$
|
10,082
|
|
|
$
|
8,938
|
|
Total Inventories
|
$
|
10,082
|
|
|
$
|
8,938
|
|
(in thousands)
|
2017
|
|
2016
|
||||
Other current assets
|
$
|
6,004
|
|
|
$
|
5,049
|
|
Prepaid expenses
|
4,829
|
|
|
4,862
|
|
||
Interest receivable on notes due from affiliates
|
—
|
|
|
10,042
|
|
||
Receivables due from affiliates
|
2,863
|
|
|
19,950
|
|
||
Total prepaid expenses and other current assets
|
$
|
13,696
|
|
|
$
|
39,903
|
|
(in thousands)
|
2017
|
|
2016
|
||||
Modular units and portable storage
|
$
|
1,385,901
|
|
|
$
|
1,124,050
|
|
Value added products and services
|
59,566
|
|
|
47,746
|
|
||
Total rental equipment
|
1,445,467
|
|
|
1,171,796
|
|
||
Less: accumulated depreciation
|
(405,321
|
)
|
|
(356,898
|
)
|
||
Rental equipment, net
|
$
|
1,040,146
|
|
|
$
|
814,898
|
|
(in thousands)
|
2017
|
|
2016
|
||||
Buildings and leasehold improvements
|
$
|
89,941
|
|
|
$
|
87,084
|
|
Manufacturing and office equipment
|
47,882
|
|
|
47,233
|
|
||
Software and other
|
26,598
|
|
|
32,959
|
|
||
Total other property, plant and equipment
|
164,421
|
|
|
167,276
|
|
||
Less: accumulated depreciation
|
(80,755
|
)
|
|
(83,050
|
)
|
||
Property, plant and equipment, net
|
$
|
83,666
|
|
|
$
|
84,226
|
|
(in thousands)
|
Interest rate
|
|
Years of
maturity |
|
2017
|
|
2016
|
||||
Notes due from affiliates
|
1.1 – 5.0%
|
|
2018 – 2021
|
|
$
|
—
|
|
|
$
|
256,625
|
|
(in thousands)
|
Modular – US
|
|
Modular – Other
North America |
|
Total
|
||||||
Balance at January 1, 2016
|
$
|
—
|
|
|
$
|
61,776
|
|
|
$
|
61,776
|
|
Impairment losses
|
—
|
|
|
(5,532
|
)
|
|
(5,532
|
)
|
|||
Effect of movements in foreign exchange rates
|
—
|
|
|
567
|
|
|
567
|
|
|||
Balance at December 31, 2016
|
—
|
|
|
56,811
|
|
|
56,811
|
|
|||
Acquisition of a business
|
28,609
|
|
|
—
|
|
|
28,609
|
|
|||
Effect of movements in foreign exchange rates
|
—
|
|
|
3,932
|
|
|
3,932
|
|
|||
Impairment losses
|
—
|
|
|
(60,743
|
)
|
|
(60,743
|
)
|
|||
Balance at December 31, 2017
|
$
|
28,609
|
|
|
$
|
—
|
|
|
$
|
28,609
|
|
|
2017
|
||||||||||||
(in thousands)
|
Weighted average remaining life in years
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net book value
|
||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
||||||
Acton trade name
|
1.0
|
|
$
|
708
|
|
|
$
|
—
|
|
|
$
|
708
|
|
Favorable lease rights
|
7.8
|
|
551
|
|
|
—
|
|
|
551
|
|
|||
Total intangible assets subject to amortization
|
|
|
1,259
|
|
|
$
|
—
|
|
|
1,259
|
|
||
|
|
|
|
|
|
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trade names
|
|
|
125,000
|
|
|
—
|
|
|
125,000
|
|
|||
Total intangible assets other than goodwill
|
|
|
$
|
126,259
|
|
|
$
|
—
|
|
|
$
|
126,259
|
|
|
2016
|
||||||||||||
(in thousands)
|
Weighted average remaining life in years
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net book value
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trade names
|
|
|
$
|
125,000
|
|
|
$
|
—
|
|
|
$
|
125,000
|
|
Total intangible assets other than goodwill
|
|
|
$
|
125,000
|
|
|
$
|
—
|
|
|
$
|
125,000
|
|
(in thousands)
|
Amortization Expense
|
||
2018
|
$
|
778
|
|
2019
|
70
|
|
|
2020
|
70
|
|
|
2021
|
70
|
|
|
2022
|
70
|
|
|
Thereafter
|
201
|
|
|
Total
|
$
|
1,259
|
|
(in thousands)
|
2017
|
|
2016
|
||||
Current:
|
|
|
|
||||
Deferred revenue
|
$
|
37,041
|
|
|
$
|
28,699
|
|
Customer deposits
|
8,141
|
|
|
1,275
|
|
||
Total current deferred revenue and customer deposits
|
$
|
45,182
|
|
|
$
|
29,974
|
|
|
|
|
|
||||
Long-term:
|
|
|
|
||||
Deferred revenue
|
$
|
4,847
|
|
|
$
|
—
|
|
Customer deposits
|
530
|
|
|
—
|
|
||
Total long-term deferred revenue and customer deposits
|
$
|
5,377
|
|
|
$
|
—
|
|
(in thousands, except rates)
|
Interest rate
|
|
Year of maturity
|
|
2017
|
|
2016
|
||||
Senior secured notes
|
7.875%
|
|
2022
|
|
$
|
290,687
|
|
|
$
|
—
|
|
US ABL Facility
|
Varies
|
|
2022
|
|
297,323
|
|
|
—
|
|
||
Canadian ABL Facility (a)
|
Varies
|
|
2022
|
|
—
|
|
|
—
|
|
||
Algeco Group Revolver - USD
|
Varies
|
|
2018
|
|
—
|
|
|
585,978
|
|
||
Algeco Group Revolver - CAD
|
Varies
|
|
2018
|
|
—
|
|
|
37,737
|
|
||
Capital lease and other financing obligations
|
|
|
|
|
38,736
|
|
|
33,868
|
|
||
Total debt
|
|
|
|
|
626,746
|
|
|
657,583
|
|
||
Less: current portion of long-term debt
|
|
|
|
|
(1,881
|
)
|
|
(1,889
|
)
|
||
Total long-term debt
|
|
|
|
|
$
|
624,865
|
|
|
$
|
655,694
|
|
(a)
|
As there is no carrying value of debt outstanding on the Canadian ABL facility as of
December 31, 2017
,
$1.8
million of debt issuance costs and debt discounts related to that facility are included in other non-current assets on the consolidated balance sheet.
|
(in thousands)
|
Debt
|
Capital leases and other financing obligations
|
Total
|
||||||
2018
|
$
|
—
|
|
$
|
1,881
|
|
$
|
1,881
|
|
2019
|
—
|
|
159
|
|
159
|
|
|||
2020
|
—
|
|
220
|
|
220
|
|
|||
2021
|
—
|
|
237
|
|
237
|
|
|||
2022
|
610,000
|
|
5,055
|
|
615,055
|
|
|||
Thereafter
|
—
|
|
32,986
|
|
32,986
|
|
(in thousands)
|
Debt discount and debt issuance cost amortization
|
||
2018
|
$
|
5,084
|
|
2019
|
5,225
|
|
|
2020
|
5,379
|
|
|
2021
|
5,535
|
|
|
2022
|
3,654
|
|
|
Thereafter
|
675
|
|
•
|
85%
of the net book value of the US Borrowers’ eligible accounts receivable, plus
|
•
|
the lesser of (i)
95%
of the net book value of the US Borrowers’ eligible rental equipment and (ii)
85%
of the net orderly liquidation value of the US Borrowers’ eligible rental equipment, minus
|
•
|
customary reserves.
|
•
|
85%
of the net book value of the Canadian Borrowers’ eligible accounts receivable, plus
|
•
|
the lesser of (i)
95%
of the net book value of the Canadian Borrowers’ eligible rental equipment and (ii)
85%
of the net orderly liquidation value of the Canadian Borrowers’ eligible rental equipment, plus
|
•
|
portions of the US Borrowing Base that have been allocated to the Canadian Borrowing Base, minus
|
•
|
customary reserves.
|
Year
|
Redemption Price
|
|
2019
|
103.938
|
%
|
2020
|
101.969
|
%
|
2021 and thereafter
|
100.000
|
%
|
(in thousands)
|
Interest rate
|
|
2017
|
|
2016
|
||||
Note due to affiliate
|
8.6%
|
|
$
|
—
|
|
|
$
|
565,501
|
|
Note due to affiliate
|
8.6%
|
|
—
|
|
|
121,782
|
|
||
Debt issuance costs
|
|
|
—
|
|
|
(10,043
|
)
|
||
Total notes due to affiliates
|
|
|
$
|
—
|
|
|
$
|
677,240
|
|
(in thousands)
|
2017
|
|
2016
|
||||
Reserve for uncertain tax positions - non-current
|
$
|
18,982
|
|
|
$
|
10,802
|
|
Other provisions - non-current
|
264
|
|
|
402
|
|
||
Restructuring severance
|
109
|
|
|
—
|
|
||
Total other non-current liabilities
|
$
|
19,355
|
|
|
$
|
11,204
|
|
(in thousands)
|
2017
|
|
2016
|
||||
Accumulated other comprehensive loss, net of tax:
|
|
|
|
||||
Foreign currency translation adjustment
|
$
|
(49,497
|
)
|
|
$
|
(56,928
|
)
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
US Federal and State
|
|
|
|
|
|
||||||
Current
|
$
|
(1,817
|
)
|
|
$
|
623
|
|
|
$
|
1,220
|
|
Deferred
|
3,450
|
|
|
(23,272
|
)
|
|
(36,633
|
)
|
|||
Outside of US
|
|
|
|
|
|
||||||
Current
|
(1,422
|
)
|
|
(1,794
|
)
|
|
313
|
|
|||
Deferred
|
(1,147
|
)
|
|
(59
|
)
|
|
1,031
|
|
|||
Total income tax expense (benefit)
|
$
|
(936
|
)
|
|
$
|
(24,502
|
)
|
|
$
|
(34,069
|
)
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Loss from continuing operations before income tax
|
|
|
|
|
|
||||||
US
|
$
|
(97,009
|
)
|
|
$
|
(78,358
|
)
|
|
$
|
(95,887
|
)
|
Non-US
|
(68,389
|
)
|
|
(9,275
|
)
|
|
(7,135
|
)
|
|||
Total loss from continuing operations before income tax
|
$
|
(165,398
|
)
|
|
$
|
(87,633
|
)
|
|
$
|
(103,022
|
)
|
|
|
|
|
|
|
||||||
US Federal statutory income tax benefit
|
$
|
(57,889
|
)
|
|
$
|
(30,672
|
)
|
|
$
|
(36,058
|
)
|
Effect of tax rates in foreign jurisdictions
|
5,626
|
|
|
532
|
|
|
188
|
|
|||
State income tax benefit (expense), net of federal benefit
|
(5,188
|
)
|
|
282
|
|
|
(6,155
|
)
|
|||
Unremitted foreign earnings
|
(2,493
|
)
|
|
(1,585
|
)
|
|
291
|
|
|||
Valuation allowances
|
59,679
|
|
|
1,719
|
|
|
1,463
|
|
|||
Non-deductible goodwill impairment
|
15,849
|
|
|
1,920
|
|
|
—
|
|
|||
Non-deductible deferred financing fees
|
2,715
|
|
|
1,465
|
|
|
1,541
|
|
|||
Non-deductible stewardship (a)
|
1,658
|
|
|
1,855
|
|
|
2,256
|
|
|||
Non-deductible monitoring fee (b)
|
422
|
|
|
1,938
|
|
|
906
|
|
|||
Tax reform (excluding valuation allowance)
|
(23,115
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
1,800
|
|
|
(1,956
|
)
|
|
1,499
|
|
|||
Reported income expense (benefit)
|
$
|
(936
|
)
|
|
$
|
(24,502
|
)
|
|
$
|
(34,069
|
)
|
Effective income tax rate
|
0.56
|
%
|
|
27.96
|
%
|
|
33.07
|
%
|
(in thousands)
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
|
|
||
Loans and borrowings
|
$
|
114,071
|
|
|
$
|
138,451
|
|
Employee benefit plans
|
1,175
|
|
|
2,818
|
|
||
Other liabilities
|
4,834
|
|
|
3,781
|
|
||
Currency losses, net
|
95
|
|
|
12,936
|
|
||
Deferred revenue
|
11,679
|
|
|
9,819
|
|
||
Other – net
|
2,144
|
|
|
14,848
|
|
||
Tax loss carryforwards
|
69,391
|
|
|
6,883
|
|
||
Deferred tax assets, gross
|
203,389
|
|
|
189,536
|
|
||
Valuation allowance
|
(73,534
|
)
|
|
(13,354
|
)
|
||
Net deferred income tax asset
|
$
|
129,855
|
|
|
$
|
176,182
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
|
||
Rental equipment and other property, plant and equipment
|
(214,052
|
)
|
|
(240,621
|
)
|
||
Intangible assets
|
(29,615
|
)
|
|
(36,790
|
)
|
||
Foreign earnings
|
(6,955
|
)
|
|
(16,943
|
)
|
||
Deferred tax liability
|
(250,622
|
)
|
|
(294,354
|
)
|
||
Net deferred income tax liability
|
$
|
(120,767
|
)
|
|
$
|
(118,172
|
)
|
Jurisdiction
|
Loss
Carryforward
|
|
Expiration
|
|
Valuation
Allowance
|
||
United States
|
$
|
269.9
|
|
|
2028 – 2037
|
|
None
|
Mexico
|
9.9
|
|
|
2020 – 2027
|
|
None
|
|
Total
|
$
|
279.8
|
|
|
|
|
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits – January 1,
|
$
|
64,974
|
|
|
$
|
68,601
|
|
|
$
|
65,851
|
|
Increases based on tax positions related to current period
|
7,895
|
|
|
831
|
|
|
1,211
|
|
|||
Change to positions that only affect timing
|
(535
|
)
|
|
126
|
|
|
95
|
|
|||
Increases based on tax positions related to prior period
|
355
|
|
|
32
|
|
|
1,655
|
|
|||
Decreases based on tax positions related to prior period
|
(29
|
)
|
|
(4,616
|
)
|
|
(211
|
)
|
|||
Unrecognized tax benefits – December 31,
|
$
|
72,660
|
|
|
$
|
64,974
|
|
|
$
|
68,601
|
|
Level 1 -
|
Observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
Level 2 -
|
Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
|
Level 3 -
|
Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions
|
(in thousands)
|
Employee Termination Costs
|
||
Balance at December 31, 2014
|
$
|
—
|
|
Charges during the period
|
9,185
|
|
|
Cash payments during the period
|
(5,204
|
)
|
|
Non-cash
|
(1,882
|
)
|
|
Currency
|
(44
|
)
|
|
Balance at December 31, 2015
|
2,055
|
|
|
Charges during the period
|
2,810
|
|
|
Cash payments during the period
|
(3,092
|
)
|
|
Currency
|
20
|
|
|
Balance at December 31, 2016
|
1,793
|
|
|
Charges during the period
|
2,196
|
|
|
Cash payments during the period
|
(1,806
|
)
|
|
Non-cash
|
(1,968
|
)
|
|
Currency
|
12
|
|
|
Balance at December 31, 2017
|
$
|
227
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
(in thousands)
|
Modular - US
|
|
Modular - Other North America
|
|
Corporate & Other
|
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Leasing and services revenue:
|
|
|
|
|
|
|
|
||||||||
Modular space leasing
|
$
|
264,351
|
|
|
$
|
34,036
|
|
|
$
|
(566
|
)
|
|
$
|
297,821
|
|
Modular space delivery and installation
|
81,036
|
|
|
8,814
|
|
|
—
|
|
|
89,850
|
|
||||
Sales:
|
|
|
|
|
|
|
|
||||||||
New units
|
29,275
|
|
|
7,096
|
|
|
—
|
|
|
36,371
|
|
||||
Rental units
|
18,271
|
|
|
3,710
|
|
|
(81
|
)
|
|
21,900
|
|
||||
Total Revenues
|
$
|
392,933
|
|
|
$
|
53,656
|
|
|
$
|
(647
|
)
|
|
$
|
445,942
|
|
|
|
|
|
|
|
|
|
||||||||
Costs
|
|
|
|
|
|
|
|
||||||||
Cost of leasing and services:
|
|
|
|
|
|
|
|
||||||||
Modular space leasing
|
$
|
75,615
|
|
|
$
|
7,973
|
|
|
$
|
—
|
|
|
$
|
83,588
|
|
Modular space delivery and installation
|
77,303
|
|
|
8,174
|
|
|
—
|
|
|
85,477
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
||||||||
New units
|
20,919
|
|
|
5,106
|
|
|
—
|
|
|
26,025
|
|
||||
Rental units
|
10,099
|
|
|
2,544
|
|
|
—
|
|
|
12,643
|
|
||||
Depreciation of rental equipment
|
60,312
|
|
|
12,327
|
|
|
—
|
|
|
72,639
|
|
||||
Gross profit (loss)
|
$
|
148,685
|
|
|
$
|
17,532
|
|
|
$
|
(647
|
)
|
|
$
|
165,570
|
|
Adjusted EBITDA
|
$
|
110,822
|
|
|
$
|
13,099
|
|
|
$
|
(15,112
|
)
|
|
$
|
108,809
|
|
Other selected data
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expense
|
$
|
100,427
|
|
|
$
|
16,790
|
|
|
$
|
45,134
|
|
|
$
|
162,351
|
|
Other depreciation and amortization
|
$
|
5,333
|
|
|
$
|
1,014
|
|
|
$
|
2,306
|
|
|
$
|
8,653
|
|
Capital expenditures for rental fleet
|
$
|
96,378
|
|
|
$
|
5,832
|
|
|
$
|
—
|
|
|
$
|
102,210
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
(in thousands)
|
Modular - US
|
|
Modular - Other North America
|
|
Corporate & Other
|
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Leasing and services revenue:
|
|
|
|
|
|
|
|
||||||||
Modular space leasing
|
$
|
238,159
|
|
|
$
|
45,984
|
|
|
$
|
(593
|
)
|
|
$
|
283,550
|
|
Modular space delivery and installation
|
74,410
|
|
|
7,635
|
|
|
(153
|
)
|
|
81,892
|
|
||||
Sales:
|
|
|
|
|
|
|
|
||||||||
New units
|
34,812
|
|
|
4,416
|
|
|
—
|
|
|
39,228
|
|
||||
Rental units
|
18,115
|
|
|
3,969
|
|
|
(142
|
)
|
|
21,942
|
|
||||
Total Revenues
|
$
|
365,496
|
|
|
$
|
62,004
|
|
|
$
|
(888
|
)
|
|
$
|
426,612
|
|
|
|
|
|
|
|
|
|
||||||||
Costs
|
|
|
|
|
|
|
|
||||||||
Cost of leasing and services:
|
|
|
|
|
|
|
|
||||||||
Modular space leasing
|
$
|
68,477
|
|
|
$
|
7,039
|
|
|
$
|
—
|
|
|
$
|
75,516
|
|
Modular space delivery and installation
|
68,718
|
|
|
6,641
|
|
|
—
|
|
|
75,359
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
||||||||
New units
|
24,427
|
|
|
3,245
|
|
|
(3
|
)
|
|
27,669
|
|
||||
Rental units
|
7,995
|
|
|
2,899
|
|
|
—
|
|
|
10,894
|
|
||||
Depreciation of rental equipment
|
56,883
|
|
|
12,098
|
|
|
—
|
|
|
68,981
|
|
||||
Gross profit (loss)
|
$
|
138,996
|
|
|
$
|
30,082
|
|
|
$
|
(885
|
)
|
|
$
|
168,193
|
|
Adjusted EBITDA
|
$
|
103,798
|
|
|
$
|
24,360
|
|
|
$
|
(21,644
|
)
|
|
$
|
106,514
|
|
Other selected data
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expense
|
$
|
92,074
|
|
|
$
|
17,841
|
|
|
$
|
29,178
|
|
|
$
|
139,093
|
|
Other depreciation and amortization
|
$
|
6,235
|
|
|
$
|
1,115
|
|
|
$
|
1,669
|
|
|
$
|
9,019
|
|
Capital expenditures for rental fleet
|
$
|
60,418
|
|
|
$
|
3,550
|
|
|
$
|
—
|
|
|
$
|
63,968
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
(in thousands)
|
Modular - US
|
|
Modular - Other North America
|
|
Corporate & Other
|
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Leasing and services revenue:
|
|
|
|
|
|
|
|
||||||||
Modular space leasing
|
$
|
225,301
|
|
|
$
|
75,612
|
|
|
$
|
(701
|
)
|
|
$
|
300,212
|
|
Modular space delivery and installation
|
71,986
|
|
|
11,117
|
|
|
—
|
|
|
83,103
|
|
||||
Sales:
|
|
|
|
|
|
|
|
||||||||
New units
|
43,193
|
|
|
11,166
|
|
|
—
|
|
|
54,359
|
|
||||
Rental units
|
12,168
|
|
|
3,493
|
|
|
—
|
|
|
15,661
|
|
||||
Total Revenues
|
$
|
352,648
|
|
|
$
|
101,388
|
|
|
$
|
(701
|
)
|
|
$
|
453,335
|
|
|
|
|
|
|
|
|
|
||||||||
Costs
|
|
|
|
|
|
|
|
||||||||
Cost of leasing and services:
|
|
|
|
|
|
|
|
||||||||
Modular space leasing
|
69,226
|
|
|
10,855
|
|
|
—
|
|
|
80,081
|
|
||||
Modular space delivery and installation
|
67,836
|
|
|
10,124
|
|
|
—
|
|
|
77,960
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
||||||||
New units
|
34,733
|
|
|
8,952
|
|
|
(59
|
)
|
|
43,626
|
|
||||
Rental units
|
7,716
|
|
|
2,539
|
|
|
—
|
|
|
10,255
|
|
||||
Depreciation of rental equipment
|
64,894
|
|
|
13,199
|
|
|
380
|
|
|
78,473
|
|
||||
Gross profit (loss)
|
$
|
108,243
|
|
|
$
|
55,719
|
|
|
$
|
(1,022
|
)
|
|
$
|
162,940
|
|
Adjusted EBITDA
|
$
|
85,448
|
|
|
$
|
45,495
|
|
|
$
|
(22,419
|
)
|
|
$
|
108,524
|
|
Other selected data
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expense
|
$
|
88,088
|
|
|
$
|
23,561
|
|
|
$
|
27,706
|
|
|
$
|
139,355
|
|
Other depreciation and amortization
|
$
|
6,457
|
|
|
$
|
1,248
|
|
|
$
|
14,970
|
|
|
$
|
22,675
|
|
Capital expenditures for rental fleet
|
$
|
98,135
|
|
|
$
|
16,285
|
|
|
$
|
—
|
|
|
$
|
114,420
|
|
(in thousands)
|
Modular - US
|
|
Modular - Other North America
|
|
Corporate & Other
|
|
Total
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes
|
$
|
(12,345
|
)
|
|
$
|
(64,580
|
)
|
|
$
|
(88,473
|
)
|
|
$
|
(165,398
|
)
|
Interest expense, net
|
65,709
|
|
|
4,603
|
|
|
36,764
|
|
|
107,076
|
|
||||
Depreciation and amortization
|
65,645
|
|
|
13,341
|
|
|
2,306
|
|
|
81,292
|
|
||||
Currency gains, net
|
(10,942
|
)
|
|
(1,040
|
)
|
|
(896
|
)
|
|
(12,878
|
)
|
||||
Goodwill and other impairments
|
—
|
|
|
60,743
|
|
|
—
|
|
|
60,743
|
|
||||
Restructuring costs
|
326
|
|
|
10
|
|
|
1,860
|
|
|
2,196
|
|
||||
Transaction Fees
|
1,841
|
|
|
—
|
|
|
22,040
|
|
|
23,881
|
|
||||
Algeco LTIP Expense
|
115
|
|
|
—
|
|
|
9,267
|
|
|
9,382
|
|
||||
Other expense
|
473
|
|
|
22
|
|
|
2,020
|
|
|
2,515
|
|
||||
Adjusted EBITDA
|
$
|
110,822
|
|
|
$
|
13,099
|
|
|
$
|
(15,112
|
)
|
|
$
|
108,809
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes
|
$
|
(30,669
|
)
|
|
$
|
(369
|
)
|
|
$
|
(56,595
|
)
|
|
$
|
(87,633
|
)
|
Interest expense, net
|
60,475
|
|
|
4,726
|
|
|
19,242
|
|
|
84,443
|
|
||||
Depreciation and amortization
|
63,118
|
|
|
13,213
|
|
|
1,669
|
|
|
78,000
|
|
||||
Currency losses, net
|
9,722
|
|
|
835
|
|
|
2,541
|
|
|
13,098
|
|
||||
Goodwill and other impairments
|
—
|
|
|
5,532
|
|
|
—
|
|
|
5,532
|
|
||||
Restructuring costs
|
246
|
|
|
400
|
|
|
2,164
|
|
|
2,810
|
|
||||
Transaction Fees
|
—
|
|
|
—
|
|
|
8,419
|
|
|
8,419
|
|
||||
Other expense
|
906
|
|
|
23
|
|
|
916
|
|
|
1,845
|
|
||||
Adjusted EBITDA
|
$
|
103,798
|
|
|
$
|
24,360
|
|
|
$
|
(21,644
|
)
|
|
$
|
106,514
|
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes
|
$
|
(76,041
|
)
|
|
$
|
23,276
|
|
|
$
|
(50,257
|
)
|
|
$
|
(103,022
|
)
|
Interest expense, net
|
74,414
|
|
|
5,106
|
|
|
2,730
|
|
|
82,250
|
|
||||
Depreciation and amortization
|
71,351
|
|
|
14,447
|
|
|
15,350
|
|
|
101,148
|
|
||||
Currency losses, net
|
9,816
|
|
|
593
|
|
|
899
|
|
|
11,308
|
|
||||
Restructuring costs
|
5,532
|
|
|
1,816
|
|
|
1,837
|
|
|
9,185
|
|
||||
Other expense
|
376
|
|
|
257
|
|
|
7,022
|
|
|
7,655
|
|
||||
Adjusted EBITDA
|
$
|
85,448
|
|
|
$
|
45,495
|
|
|
$
|
(22,419
|
)
|
|
$
|
108,524
|
|
(in thousands)
|
Modular - US
|
|
Modular - Other North America
|
|
Corporate & Other
|
|
Total
|
||||||||
As of December, 2017:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
28,609
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,609
|
|
Intangible assets, net
|
$
|
1,259
|
|
|
$
|
—
|
|
|
$
|
125,000
|
|
|
$
|
126,259
|
|
Rental equipment, net
|
$
|
857,349
|
|
|
$
|
182,797
|
|
|
$
|
—
|
|
|
$
|
1,040,146
|
|
As of December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
—
|
|
|
$
|
56,811
|
|
|
$
|
—
|
|
|
$
|
56,811
|
|
Intangible assets, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125,000
|
|
|
$
|
125,000
|
|
Rental equipment, net
|
$
|
631,643
|
|
|
$
|
183,255
|
|
|
$
|
—
|
|
|
$
|
814,898
|
|
(in thousands)
|
United States
|
|
Canada
|
|
Mexico
|
|
Total
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Total Revenue
|
$
|
396,039
|
|
|
$
|
36,357
|
|
|
$
|
13,546
|
|
|
$
|
445,942
|
|
Long-lived assets (a)
|
$
|
973,751
|
|
|
$
|
132,093
|
|
|
$
|
17,968
|
|
|
$
|
1,123,812
|
|
2016
|
|
|
|
|
|
|
|
||||||||
Total Revenue
|
$
|
378,129
|
|
|
$
|
35,401
|
|
|
$
|
13,082
|
|
|
$
|
426,612
|
|
Long-lived assets (a)
|
$
|
751,254
|
|
|
$
|
129,848
|
|
|
$
|
18,022
|
|
|
$
|
899,124
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Total Revenue
|
$
|
373,845
|
|
|
$
|
61,953
|
|
|
$
|
17,537
|
|
|
$
|
453,335
|
|
Long-lived assets (a)
|
$
|
770,312
|
|
|
$
|
132,434
|
|
|
$
|
22,970
|
|
|
$
|
925,716
|
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Modular space leasing revenue (a)
|
$
|
265,644
|
|
|
$
|
256,123
|
|
|
$
|
273,763
|
|
Portable storage leasing revenue
|
17,480
|
|
|
18,439
|
|
|
19,224
|
|
|||
Other leasing-related revenue
|
14,697
|
|
|
8,988
|
|
|
7,225
|
|
|||
Modular leasing revenue
|
297,821
|
|
|
283,550
|
|
|
300,212
|
|
|||
Modular delivery and installation revenue
|
89,850
|
|
|
81,892
|
|
|
83,103
|
|
|||
Total leasing and services revenue
|
387,671
|
|
|
365,442
|
|
|
383,315
|
|
|||
New units
|
36,371
|
|
|
39,228
|
|
|
54,359
|
|
|||
Rental units
|
21,900
|
|
|
21,942
|
|
|
15,661
|
|
|||
Total revenues
|
$
|
445,942
|
|
|
$
|
426,612
|
|
|
$
|
453,335
|
|
(in thousands)
|
Financial statement Line Item
|
2017
|
|
2016
|
||||
Receivables due from affiliates
|
Prepaid Expenses and other current assets
|
$
|
2,863
|
|
|
$
|
19,950
|
|
Interest receivable on notes due from affiliates
|
Prepaid Expenses and other current assets
|
—
|
|
|
10,042
|
|
||
Notes due from affiliates
|
Notes due from affiliates
|
—
|
|
|
256,625
|
|
||
Amounts due to affiliates
|
Accrued liabilities
|
(1,235
|
)
|
|
(961
|
)
|
||
Accrued interest on notes due to affiliates
|
Accrued interest
|
—
|
|
|
(24,682
|
)
|
||
Long-term notes due to affiliates
|
Long-term notes due to affiliates
|
—
|
|
|
(677,240
|
)
|
||
|
Total related party liabilities, net
|
$
|
1,628
|
|
|
$
|
(416,266
|
)
|
(in thousands)
|
Financial statement line item
|
2017
|
|
2016
|
|
2015
|
||||||
Management fees and recharge (income) expense on transactions with affiliates
|
Selling, general & administrative expenses
|
$
|
(1,309
|
)
|
|
$
|
3,894
|
|
|
$
|
(436
|
)
|
Interest income on notes due from affiliates
|
Interest income
|
(12,177
|
)
|
|
(10,228
|
)
|
|
(9,778
|
)
|
|||
Interest expense on notes due to affiliates
|
Interest expense
|
58,448
|
|
|
58,756
|
|
|
58,148
|
|
|||
|
Total related party expenses, net
|
$
|
44,962
|
|
|
$
|
52,422
|
|
|
$
|
47,934
|
|
|
Quarter Ended (unaudited, except per share amounts)
|
||||||||||||||
(in thousands)
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Leasing and services revenue
|
$
|
87,991
|
|
|
$
|
95,903
|
|
|
$
|
99,947
|
|
|
$
|
103,830
|
|
Total revenue
|
$
|
99,321
|
|
|
$
|
110,077
|
|
|
$
|
116,162
|
|
|
$
|
120,382
|
|
Gross profit
|
$
|
37,938
|
|
|
$
|
39,583
|
|
|
$
|
41,269
|
|
|
$
|
46,780
|
|
Operating income (loss)
|
$
|
4,824
|
|
|
$
|
11,393
|
|
|
$
|
5,380
|
|
|
$
|
(79,919
|
)
|
Income from discontinued operations
|
$
|
2,205
|
|
|
$
|
3,840
|
|
|
$
|
5,078
|
|
|
$
|
3,527
|
|
Net loss
|
$
|
(10,179
|
)
|
|
$
|
(5,896
|
)
|
|
$
|
(8,357
|
)
|
|
$
|
(125,380
|
)
|
Net loss attributable to WSC
|
$
|
(10,179
|
)
|
|
$
|
(5,896
|
)
|
|
$
|
(8,357
|
)
|
|
$
|
(123,270
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to WSC – basic and diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.85
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(3.60
|
)
|
Discontinued operations
|
$
|
0.15
|
|
|
$
|
0.26
|
|
|
$
|
0.35
|
|
|
$
|
0.10
|
|
Net loss
|
$
|
(0.70
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(3.50
|
)
|
|
|
|
|
|
|
|
|
||||||||
Average number of common shares outstanding - basic & diluted
|
14,545,833
|
|
|
14,545,833
|
|
|
14,545,833
|
|
|
35,233,225
|
|
|
Quarter Ended (unaudited, except per share amounts)
|
||||||||||||||
(in thousands)
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Leasing and services revenue
|
$
|
90,084
|
|
|
$
|
92,645
|
|
|
$
|
95,334
|
|
|
$
|
87,379
|
|
Total revenue
|
$
|
102,668
|
|
|
$
|
110,278
|
|
|
$
|
110,611
|
|
|
$
|
103,055
|
|
Gross profit
|
$
|
40,380
|
|
|
$
|
46,959
|
|
|
$
|
42,547
|
|
|
$
|
38,307
|
|
Operating (loss) income
|
$
|
(193
|
)
|
|
$
|
6,024
|
|
|
$
|
7,025
|
|
|
$
|
(16,046
|
)
|
Income from discontinued operations
|
$
|
8,692
|
|
|
$
|
7,912
|
|
|
$
|
10,726
|
|
|
$
|
4,865
|
|
Net (loss) income
|
$
|
(7,045
|
)
|
|
$
|
(933
|
)
|
|
$
|
2,325
|
|
|
$
|
(25,283
|
)
|
Net (loss) income attributable to WSC
|
$
|
(7,045
|
)
|
|
$
|
(933
|
)
|
|
$
|
2,325
|
|
|
$
|
(25,283
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to WSC – basic and diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(1.08
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
(2.07
|
)
|
Discontinued operations
|
$
|
0.60
|
|
|
$
|
0.54
|
|
|
$
|
0.74
|
|
|
$
|
0.33
|
|
Net (loss) income
|
$
|
(0.48
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.16
|
|
|
$
|
(1.74
|
)
|
|
|
|
|
|
|
|
|
||||||||
Average number of common shares outstanding - basic & diluted
|
14,545,833
|
|
|
14,545,833
|
|
|
14,545,833
|
|
|
14,545,833
|
|
(in thousands, except per share numbers)
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(164,462
|
)
|
|
$
|
(63,131
|
)
|
|
$
|
(68,953
|
)
|
Less net loss attributable to non-controlling interest, net of tax
|
(2,110
|
)
|
|
—
|
|
|
—
|
|
|||
Loss attributable to WSC from continuing operations
|
(162,352
|
)
|
|
(63,131
|
)
|
|
(68,953
|
)
|
|||
Income (loss) attributable to WSC from discontinued operations
|
14,650
|
|
|
32,195
|
|
|
(2,634
|
)
|
|||
Net loss attributable to WSC
|
$
|
(147,702
|
)
|
|
$
|
(30,936
|
)
|
|
$
|
(71,587
|
)
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Average shares outstanding - basic & diluted
|
19,760,189
|
|
|
14,545,833
|
|
|
14,545,833
|
|
|||
|
|
|
|
|
|
||||||
Loss per share
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(8.21
|
)
|
|
$
|
(4.34
|
)
|
|
$
|
(4.74
|
)
|
Discontinued operations
|
$
|
0.74
|
|
|
$
|
2.21
|
|
|
$
|
(0.18
|
)
|
Net loss
|
$
|
(7.47
|
)
|
|
$
|
(2.13
|
)
|
|
$
|
(4.92
|
)
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
ITEM 9A.
|
Controls and Procedures
|
ITEM 9B.
|
Other Information
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
Name
|
|
Age
|
|
Position
|
Bradley L. Soultz
|
|
48
|
|
President, Chief Executive Officer and Director
|
Timothy D. Boswell
|
|
39
|
|
Chief Financial Officer
|
Bradley L. Bacon
|
|
43
|
|
Vice President, General Counsel & Corporate Secretary
|
Sally J. Shanks
|
|
41
|
|
Chief Accounting Officer & Treasurer
|
Name
|
|
Age
|
|
Position
|
Gerard E. Holthaus
|
|
68
|
|
Director (non-executive chairman)
|
Mark S. Bartlett
|
|
67
|
|
Director
|
Gary Lindsay
|
|
38
|
|
Director
|
Stephen Robertson
|
|
58
|
|
Director
|
Fredric D. Rosen
|
|
74
|
|
Director
|
Jeff Sagansky
|
|
66
|
|
Director
|
ITEM 11.
|
Executive Compensation
|
Name and Principal Position
|
Year
|
Salary ($)(2)
|
Bonus ($) (3)
|
Non-Equity Plan Compensation ($)(4)
|
All Other Compensation ($)
|
Total ($)
|
||||||||||
Bradley L. Soultz
President & Chief Executive Officer
|
2017
|
$
|
404,367
|
|
$
|
225,000
|
|
$
|
430,597
|
|
1,629,632(5)
|
|
$
|
2,689,596
|
|
|
|
2016
|
$
|
367,533
|
|
$
|
75,000
|
|
$
|
36,984
|
|
$
|
40,999
|
|
$
|
520,516
|
|
|
|
|
|
|
|
|
||||||||||
Timothy D. Boswell
Chief Financial Officer
|
2017
|
$
|
298,308
|
|
$
|
225,000
|
|
$
|
184,627
|
|
449,119(5)
|
|
$
|
1,157,054
|
|
|
|
2016
|
$
|
274,151
|
|
$
|
50,000
|
|
$
|
89,205
|
|
$
|
36,376
|
|
$
|
449,732
|
|
|
|
|
|
|
|
|
||||||||||
Bradley L. Bacon
Vice President, General Counsel & Corporate Secretary
|
2017
|
$
|
95,625
|
|
$
|
30,000
|
|
$
|
—
|
|
94,203(6)
|
|
219,828
|
|
(1)
|
Jeff Sagansky served as our president and CEO from August 6, 2015 until the consummation of the Business Combination, and James A. Graf served as our vice president, chief financial officer and treasurer from July 1, 2015 until the consummation of the Business Combination. These former NEOs are omitted from the table because they did not receive any compensation from us in 2017 or 2016.
Reported amounts include payments made by WSII prior to the consummation of the Business Combination. In 2016, Mr. Bacon was not an employee of our company or WSII. Messrs. Soultz, Boswell and Bacon each became an NEO upon consummation of the Business Combination.
|
(2)
|
Amounts in this column represent the dollar value of base salary paid to our NEOs. On November 29, 2017, the base salary of Messrs. Soultz and Boswell increased upon the completion of the Business Combination and the effectiveness of their new employment agreements.
|
(3)
|
Amounts in this column represent discretionary bonuses, retention bonuses and signing bonuses. In 2017, Messrs. Soultz and Boswell received a $225,000 discretionary bonus, and Mr. Bacon received a $30,000 signing bonus upon accepting WSII’s offer of employment. In 2016, Mr. Soultz and Mr. Boswell received a retention bonus of $75,000 and $50,000, respectively.
|
(4)
|
Amounts in this column represent payments under WSII’s short- and medium-term performance based incentive compensation plans. Because recipients must be employees at the time performance is measured under these cash incentive compensation plans, recipients earn amounts under the plans in the year in which performances are measured and payments are made. In 2017, Mr. Soultz was paid $352,597 and $78,000 under WSII’s annual performance-based short-term cash incentive plan (“STIP”) and WSII’s three-year performance-based medium-term cash incentive plan (“MTIP”), respectively. In 2017, Mr. Boswell was paid $149,527 and $35,100 under the STIP and the MTIP, respectively. The STIP payments represent amounts earned under performance-based grants awarded in 2016, and the MTIP payments represent amounts earned over a 3-year performance period under grants awarded in 2014.
In 2016, Mr. Soultz was paid $36,984 under the STIP. In 2016, Mr. Boswell was paid $59,730 and $29,475 under the STIP and MTIP, respectively. The STIP payments represent amounts earned under performance-based grants awarded in 2015, and the MTIP payment represent an amount earned over a 3-year performance period under a grant awarded in 2013.
|
(5)
|
Reported amount includes, among other items, (a) $1,588,470 and $410,589 paid to Mr. Soultz and Mr. Boswell, respectively, upon completion of the Business Combination under the Williams Scotsman, Inc. Change in Control Plan (“COC Plan”), which effectively bought out their participation in two long-term incentive compensation plans maintained by the Algeco Group; (b) an auto allowance; (c) employer contributions under our 401(k) plan and health savings accounts; and (d) premiums for life and supplemental individual disability insurance.
|
(6)
|
Mr. Bacon relocated to join our company and received benefits under our executive relocation plans and policies. These benefits included temporary housing, a cost of living allowance, relocation costs, and other miscellaneous expenses. The reported amount includes, among other items, (a) $60,183 of taxable relocation benefits and $27,758 of associated tax gross-up; (b) an auto allowance; (c) employer contributions under our 401(k) plan and health savings accounts; and (d) premiums for life and supplemental individual disability insurance.
|
Position
|
|
Cash Retainer
|
|
Restricted Stock
(one year vesting)
|
||||
Non-Executive Chair
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
All Other Non-Executive Directors
|
|
$
|
75,000
|
|
|
$
|
100,000
|
|
Committee Chair Stipend
|
|
|
|
|
||||
Audit
|
|
$
|
20,000
|
|
|
$
|
—
|
|
Compensation
|
|
$
|
15,000
|
|
|
$
|
—
|
|
Nominating and Corporate Governance
|
|
$
|
10,000
|
|
|
$
|
—
|
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
Common Shares
to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
|
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
|
Common Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column (a)
(c)
|
|||
Equity compensation plans approved by WillScot’s stockholders
|
—
|
|
|
—
|
|
|
4,000
|
|
Equity compensation plans not approved by WillScot’s Stockholders (2)
|
—
|
|
|
—
|
|
|
—
|
|
Totals
|
—
|
|
|
—
|
|
|
4,000
|
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options or warrants that are currently exercisable or exercisable within 60 days. Unless otherwise noted, the business address of each of the stockholders listed above is 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231.
|
(2)
|
TDR Capital manages TDR Capital II Holdings, L.P. (“TDR Capital II”), the investment fund which is the ultimate beneficial owner of Sapphire. TDR Capital controls all of the TDR Capital II’s voting rights in respect of its investments and no one else has equivalent control over the investments. TDR Capital II’s investors are passive investors (as they are limited partners) and no investor directly or indirectly beneficially owns 20% or more of the shares or voting rights through their investment in the fund. TDR Capital is run by its board and investment committee which consists of the partners of the firm. Mr. Robertson may be deemed to beneficially own the securities held by Sapphire through his ability to either vote or direct the vote of the securities or dispose or direct the disposition of the securities, either through his role at TDR Capital II, contract, understanding or otherwise. Mr. Robertson disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein.
|
(3)
|
Represents 30,000 Class A shares held by Mr. Sagansky and 4,784,375 Class A shares held by DEAL, over which Mr. Sagansky has voting and investment power. With respect to DEAL’s shares, the reported beneficial ownership (a) assumes 3,231,250 Class A shares deposited by DEAL into escrow pursuant to the Earnout Agreement and Escrow Agreement are released to DEAL and (b) does not include any Class A shares underlying 7,275,000 warrants held by DEAL that are restricted and subject to potential transfer to Sapphire under the Earnout Agreement. Mr. Sagansky disclaims beneficial ownership of the shares held by DEAL except to the extent of his pecuniary interest therein.
|
(4)
|
Represents 25,000 Class A shares held by Mr. Rosen, 625,000 Class A shares underlying 1,250,000 warrants held by Mr. Rosen, 10,000 Class A shares underlying 20,000 warrants held by Mr. Rosen’s wife, 100,000 Class A shares underlying 200,000 warrants held by the Sara L. Rosen Trust, and 100,000 Class A shares underlying 200,000 warrants held by the Samuel N. Rosen 2015 Trust. Mr. Rosen is a trustee of the Sara L. Rosen Trust and the Samuel N. Rosen 2015 Trust. Mr. Rosen disclaims beneficial ownership of the securities held by the Sara L. Rosen Trust and the Samuel N. Rosen 2015 Trust.
|
(5)
|
According to a Schedule 13D/A filed with the SEC on January 23, 2018 on behalf of Sapphire, TDR Capital II, TDR Capital, Manjit Dale, and Mr. Robertson (the “TDR Group”), the TDR Group has beneficial ownership over the reported shares. TDR Capital II is the sole equity holder of Sapphire, TDR Capital manages TDR Capital II, and Messrs. Dale and Robertson are founding partners of TDR Capital. The reported beneficial ownership does not assume (a) an exchange of 8,024,419 shares of WS Holdings' common stock, par value $0.0001 per share, into any Class A shares pursuant to the Exchange Agreement, and (b) a corresponding reduction of our Class B shares upon an exchange of WS Holdings' common stock into Class A shares. The mailing address of this stockholder is c/o TDR Capital, 20 Bentinick Street, London, UK W1U 2EU.
|
(6)
|
According to a Schedule 13G/A filed with the SEC on February 8, 2018 on behalf of Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (collectively, “Wellington”), Wellington has beneficial ownership over the shares reported. The business address of this stockholder is 280 Congress Street, Boston, MA 02210.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
•
|
any person who is, or at any time during the applicable period was, one of our executive officers, directors or director nominees;
|
•
|
any person who is known by us to be the beneficial owner of more than five percent (5%) of our voting stock;
|
•
|
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of our voting stock; and
|
•
|
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.
|
ITEM 14.
|
Principal Accounting Fees and Services
|
|
Ernst & Young LLP
|
WithumSmith+Brown, PC
|
||||||||||
|
2016
|
2017
|
2016
|
2017
|
||||||||
Audit (a)
|
$
|
—
|
|
$
|
3,819,843
|
|
$
|
59,000
|
|
$
|
72,000
|
|
Audit Related
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Tax Compliance
|
$
|
—
|
|
$
|
28,490
|
|
$
|
—
|
|
$
|
—
|
|
Tax Planning
|
$
|
—
|
|
$
|
16,390
|
|
$
|
—
|
|
$
|
—
|
|
All Other
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
ITEM 15.
|
Exhibits, Financial Statement Schedules
|
|
Page
Number
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheet as of December 31, 2017 and December 31, 2016
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flow for the Years Ended December 31, 2017 and December 31, 2016
|
|
Notes to the Audited Consolidated Financial Statements
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Stock Purchase Agreement dated August 21, 2017 among Double Eagle Acquisition Corp., Williams Scotsman Holdings Corp., Algeco Scotsman Global S.á r.l. and Algeco Scotsman Holdings Kft., dated as of August 21, 2017 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed August 21, 2017)
|
|
|
Amendment to the Stock Purchase Agreement dated September 6, 2017 among Double Eagle Acquisition Corp., Williams Scotsman Holdings Corp., Algeco Scotsman Global S.á r.l. and Algeco Scotsman Holdings Kft. (incorporated by reference to Exhibit 2.2 of the Company’s Form S-4, filed September 6, 2017).
|
|
|
Second Amendment to the Stock Purchase Agreement dated November 6, 2017 among Double Eagle Acquisition Corp., Williams Scotsman Holdings Corp., Algeco Scotsman Global S.á r.l. and Algeco Scotsman Holdings Kft. (incorporated by reference to Exhibit 2.3 of Amendment No. 3 to the Company’s Form S-4, filed November 6, 2017).
|
|
|
Membership Interest Purchase Agreement dated December 11, 2017 by and between Acton Resources Holdings LLC and Williams Scotsman International, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed December 13, 2017)
|
|
|
Certificate of Incorporation of WillScot Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Certificate of Ownership and Merger of WillScot Sub Corporation into Double Eagle Acquisition Corp. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-3, filed on December 21, 2017)
|
|
|
Bylaws of WillScot Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed December 5, 2017)
|
|
|
Specimen Class A Common Stock Certificate
|
|
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-1, filed August 13, 2015)
|
|
|
Warrant Agreement dated as of September 10, 2015 between Double Eagle Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed September 16, 2015)
|
|
|
Indenture dated November 29, 2017, by and among Williams Scotsman International, Inc., the Note Guarantors and the Deutsche Bank Trust Company Americas as Trustee and Collateral Agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Form of Global Note evidencing Williams Scotsman International, Inc.’s 7.875% Senior Secured Notes due 2022 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Supplemental Indenture dated February 15, 2018, by and among Williams Scotsman International, Inc., the Guarantors party thereto, and Deutsche Bank Trust Company Americas as Trustee and Collateral Agent
|
|
|
Private Placement Warrant Purchase Agreement dated September 10, 2015 among Double Eagle Acquisition Corp., Double Eagle Acquisition LLC, Harry E. Sloan, Dennis A. Miller, James M. McNamara, Fredric D. Rosen, the Sara L. Rosen Trust, the Samuel N. Rosen 2015 Trust and the Fredric D. Rosen IRA, (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed September 16, 2015)
|
|
|
Registration Rights Agreement dated as of September 10, 2015 among Double Eagle Acquisition Corp., Double Eagle Acquisition LLC and the Holders signatory thereto (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed September 16, 2015).
|
|
|
ABL Credit Agreement dated November 29, 2017 by and among Williams Scotsman International, Inc., Willscot Equipment II, LLC, Williams Scotsman of Canada, Inc., the Williams Scotsman Holdings Corp., and the lenders named therein (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Subscription Agreement dated November 29, 2017 by and between WillScot Corporation and Sapphire Holding S.á r.l. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Earnout Agreement dated November 29, 2017 by and among Sapphire Holding S.á r.l., Double Eagle Acquisition LLC and Harry E. Sloan (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Escrow Agreement dated November 29, 2017 by and among WillScot Corporation, Sapphire Holding S.á r.l., Double Eagle Acquisition LLC and Harry E. Sloan and the escrow agent named therein (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Amended and Restated Registration Rights Agreement dated November 29, 2017 by and among WillScot Corporation, Sapphire Holding S.á r.l., Algeco/Scotsman Holdings S.á r.l., Double Eagle Acquisition LLC and the other parties named therein (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
Shareholders Agreement dated November 29, 2017 by and among WillScot Corporation, Williams Scotsman Holdings Corp., Algeco Scotsman Global S.á r.l., and Algeco Scotsman Holdings Kft. (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Exchange Agreement dated November 29, 2017 by and among WillScot Corporation, Williams Scotsman Holdings Corp., Algeco Scotsman Global S.á r.l., and Algeco Scotsman Holdings Kft. (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
|
|
|
Equity Commitment Letter between Double Eagle Acquisition Corp. and TDR Capital II Holdings L.P., dated as of August 21, 2017 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed November 9, 2017)
|
|
|
Amended Equity Commitment Letter among Double Eagle Acquisition Corp. and TDR Capital II Holdings L.P., dated as of November 6, 2017 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q, filed November 9, 2017)
|
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
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WillScot 2017 Incentive Award Plan (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
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Employment Agreement with Bradley L. Soultz (incorporated by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
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Employment Agreement with Timothy D. Boswell (incorporated by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
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Employment Letter with Bradley L. Bacon (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
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Employment Letter with Sally Shanks dated August 23, 2017
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Code of Ethics for the Chief Executive Officer and Senior Financial Officers, effective November 29, 2017 (incorporated by reference to Exhibit 14.1 of the Company’s Current Report on Form 8-K, filed December 5, 2017)
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Subsidiaries of the registrant
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Consent of Ernst & Young LLP
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Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Executive Officer Pursuant to 18 USC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer Pursuant to 18 USC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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WillScot Corporation
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By:
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/s/ BRADLEY L. BACON
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Dated:
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March 16, 2018
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Bradley L. Bacon
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Vice President, General Counsel
& Corporate Secretary
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Signature
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Title
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Date
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/s/ BRADLEY L. SOULTZ
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President and Chief Executive Officer and Director (Principal Executive Officer)
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March 16, 2018
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Bradley L. Soultz
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/s/ TIMOTHY D. BOSWELL
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Chief Financial Officer (Principal Financial Officer)
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March 16, 2018
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Timothy D. Boswell
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/s/ SALLY J. SHANKS
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Chief Accounting Officer (Principal Accounting Officer)
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March 16, 2018
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Sally J. Shanks
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/s/ GERARD E. HOLTHAUS
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Chairman of the Board
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March 16, 2018
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Gerard E. Holthaus
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/s/ MARK S. BARTLETT
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Director
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March 16, 2018
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Mark S. Bartlett
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/s/ GARY LINDSAY
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Director
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March 16, 2018
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Gary Lindsay
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/s/ STEPHEN ROBERTSON
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Director
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March 16, 2018
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Stephen Robertson
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/s/ FREDRIC D. ROSEN
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Director
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March 16, 2018
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Fredric D. Rosen
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/s/ JEFF SAGANSKY
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Director
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March 16, 2018
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Jeff Sagansky
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NUMBER
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SHARES
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C-
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SEE REVERSE FOR CERTAIN DEFINITIONS
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CUSIP 971375126
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Authorized Signatory
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Transfer Agent
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TEN COM
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-
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as tenants in common
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UNIF GIFT MIN ACT
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-
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Custodian
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(Cust)
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(Minor)
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TEN ENT
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-
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as tenants by the entireties
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Under Uniform Gifts to Minors Act
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|||
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JT TEN
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-
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as joint tenants with right of survivorship and not as tenants in common
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(State)
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Notice:
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The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
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Signature(s) Guaranteed:
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES ACT OF 1933, AS AMENDED).
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WILLIAMS SCOTSMAN INTERNATIONAL, INC.
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||||
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By:
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/s/ Timothy Boswell
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|||
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Name:
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Timothy Boswell
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||
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Title:
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Chief Financial Officer
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||
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ACTON MOBILE HOLDINGS, LLC
|
||||
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By:
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/s/ Timothy Boswell
|
|||
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Name:
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Timothy Boswell
|
||
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Title:
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Chief Financial Officer
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||
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NEW ACTON MOBILE INDUSTRIES LLC
|
||||
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By:
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/s/ Timothy Boswell
|
|||
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Name:
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Timothy Boswell
|
||
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Title:
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Chief Financial Officer
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||
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ONSITE SPACE LLC
|
||||
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By:
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/s/ Timothy Boswell
|
|||
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Name:
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Timothy Boswell
|
||
|
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Title:
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Chief Financial Officer
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
|
||||
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as Trustee
|
||||
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By:
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Deutsche Bank National Trust Company
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By:
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/s/ Irina Golovashchuk
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|||
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Name:
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Irina Golovashchuk
|
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Title:
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Vice President
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By:
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/s/ Debra A. Schwalb
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|||
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Name:
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Debra A. Schwalb
|
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Title:
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Vice President
|
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
|
||||
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as Collateral Agent
|
||||
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By:
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Deutsche Bank National Trust Company
|
|||
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By:
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/s/ Irina Golovashchuk
|
|||
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Name:
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Irina Golovashchuk
|
||
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By:
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/s/ Debra A. Schwalb
|
|||
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Name:
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Debra A. Schwalb
|
||
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Title:
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Vice President
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TITLE:
|
Vice President, Principal Accounting Officer & Controller. Upon listing on a public stock exchange, your title will be Chief Accounting Officer and Treasurer.
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START DATE:
|
To be mutually agreed, preferably no later than September 25
th
, 2017
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INCENTIVES:
|
You will be eligible for the Short-Term Incentive Plan at a target of 30%. Your eligibility for 2017 will be 66% multiplied by your target of 30%, multiplied by your Base Salary, multiplied by the North America-level Attainment percentage in the plan.
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AUTO:
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You will be eligible for a monthly auto-allowance of $1250, less applicable taxes.
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BENEFITS:
|
You will have the opportunity to use up to twenty (20) days of vacation time per calendar year with the amount pro-rated for the remainder of this year.
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SEVERANCE:
|
If your employment is terminated by the company without cause, you will be eligible for nine months base salary plus the pro rata value of accrued STIP. You will also be eligible for continuation of healthcare benefits for a period not to exceed one year from your termination date. As soon as you are eligible for coverage under another employer’s plan, the health care continuation benefit will cease.
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1.
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Your ability to satisfy all requirements of a pre-employment physical and/or drug-screening test prior to your first day of employment.
|
2.
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Your ability to provide proper documentation to establish your identity and eligibility for employment as required under the Immigration Reform and Control Act of 1986. On your first day you will need to bring the required I-9 documentation that you designated during your on-boarding session.
|
3.
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If your job requires driving, a driving record report will be requested. Your driving record must meet company standards for safe driving.
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4.
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You shall be required to authorize the Company to conduct a background check. Employment is contingent upon satisfactory results from our background screen process.
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5.
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We require that all new hire forms are completed as outlined in our Onboarding process by the first day of employment.
|
6.
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Please be advised that you will not be permitted to start work until the company has received satisfactory results of the background check, pre-employment drug screen and, as applicable, the driving record and pre-employment physical results.
|
7.
|
Your first ninety (90) days of employment is considered an orientation and training period during which time your performance is evaluated.
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/s/ Timothy Boswell
|
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Timothy Boswell
|
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CFO
|
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Signature:
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/s/ Sally Shanks
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Date:
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August 23, 2017
|
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Anticipated Start Date:
|
September 25, 2017
|
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Company Name
|
|
Jurisdiction of Incorporation
|
Acton Mobile Holdings LLC
|
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Delaware
|
New Acton Mobile Industries, LLC
|
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Delaware
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Onsite Space LLC
|
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Indiana
|
Williams Scotsman Holdings Corp.
|
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Delaware
|
WS Equipment II, LLC
|
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Delaware
|
Williams Scotsman, Inc.
|
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Maryland
|
Williams Scotsman International, Inc.
|
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Delaware
|
Williams Scotsman Mexico S. de R. L. de C.V.
|
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The Federal District (Mexico City)
|
Williams Scotsman of Canada, Inc.
|
|
Ontario, Canada
|
WS Servicios de Mexico, S. de R. L. de C.V.
|
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The Federal District (Mexico City)
|
(1)
|
Registration Statement (Form S-8 No. 333-222870) pertaining to the WillScot Corporation 2017 Incentive Award Plan, and
|
(2)
|
Registration Statement (Form S-3 No. 333-222210) of WillScot Corporation;
|
/s/ Ernst & Young LLP
|
|
|
|
Baltimore, Maryland
|
|
March 16, 2018
|
|
|
|
/s/ BRADLEY L. SOULTZ
|
|
|
Bradley L. Soultz
|
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
/s/ TIMOTHY D. BOSWELL
|
|
|
Timothy D. Boswell
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
Certification of Chief Executive Officer
|
|
|
/s/ BRADLEY L. SOULTZ
|
|
|
Bradley L. Soultz
|
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
Certification of Chief Financial Officer
|
|
|
/s/ TIMOTHY D. BOSWELL
|
|
|
Timothy D. Boswell
|
|
|
Chief Financial Officer (Principal Financial Officer)
|