Willscot Mobile Mini Holdings Announces Third Quarter Results and Updates 2021 Outlook
Accelerating Deliveries And Continued Rate Optimization Drive Strong Financial Performance
Four Acquisitions Closed Adding To 2022 Run-Rate
Share Repurchase Authorization Increased To
Investor Day To Be Held On
The Company will host an investor day on
WillScot Mobile Mini Holdings’ Financial Highlights1
Highlights of Third Quarter Results
- Total revenues of
$490.6 million increased by$73.3 million relative to prior year, or 17.6%, driven by increased core leasing revenues across all segments.
- Modular space monthly rental rates in the NA Modular segment increased by 20.3% year-over-year while delivery volumes increased 8.0% year-over-year.
- Storage monthly rental rates in the NA Storage segment increased by 6.9% year-over-year while delivery volumes increased 13.3% year-over-year.
- Adjusted EBITDA of
$190.1 million increased by$26.5 million , or 16.2% year-over-year. - Adjusted EBITDA Margin of 38.8% increased by 70 basis points ("bps") sequentially relative to the second quarter, driven by accelerating lease revenues and sustained increases in delivery volumes in all segments.
- Net income of
$61.1 million increased by$67.2 million year-over-year and included$11.1 million of integration, transaction, restructuring and other related charges. - Generated
$78.5 million of free cash flow, representing a free cash flow margin of 16%. - Repurchased
$106.3 million of common stock and warrants. - Invested
$56 .3 million in and fully integrated three acquisitions in the third quarter and closed a fourth acquisition in October. - Maintained leverage at 3.7x our last-twelve-months Adjusted EBITDA of
$708.9 million and have the ability to rapidly de-lever. - Announced new share repurchase authorization of
$1.0 billion to replace previous$500 million authorization.
Refer to the Supplemental Pro Forma Financial Information section on Form 10-Q to be filed with the
Three Months Ended |
Nine Months Ended |
||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||
Revenue | $ | 490,552 | $ | 417,315 | $ | 1,376,977 | $ | 929,998 | |||||||
Consolidated net income (loss) | $ | 61,103 | $ | (6,051 | ) | $ | 85,921 | $ | 71,474 | ||||||
Adjusted EBITDA1 | $ | 190,149 | $ | 163,559 | $ | 529,229 | $ | 350,623 | |||||||
Net cash provided by operating activities | $ | 130,447 | $ | 61,368 | $ | 392,055 | $ | 175,095 | |||||||
Free Cash Flow1 | $ | 78,493 | $ | 28,045 | $ | 251,709 | $ | 74,849 |
Three Months Ended |
Nine Months Ended |
||||||||||||||
Pro Forma Adjusted EBITDA1 by Segment (in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||
NA Modular (a) | $ | 106,825 | $ | 100,281 | $ | 307,741 | $ | 287,345 | |||||||
NA Storage (a) | 59,123 | 46,465 | 154,971 | 131,229 | |||||||||||
13,255 | 8,306 | 36,647 | 21,564 | ||||||||||||
Tank and Pump | 10,946 | 8,507 | 29,870 | 26,643 | |||||||||||
Consolidated Adjusted EBITDA | $ | 190,149 | $ | 163,559 | $ | 529,229 | $ | 466,781 |
(a) During the third quarter of 2021, the majority of the portable storage product business (approximately 12,000 units or
Management Commentary1
Soultz continued, "We have an aggressive growth mindset, a best in class team, and a history of creating value for our stakeholders, and I am excited to share our plans for the next three to five years at our Investor Day on
Third Quarter 2021 Results1
Total revenues increased 17.6% to
- Average modular space monthly rental rate increased
$141 , or 20.3% to$834 in the NA Modular segment. - Modular space delivery volumes in NA Modular increased 8.0% year-over-year, reflecting broad-based strength in our end markets. Units on rent increased by approximately 700 units sequentially from
June 30th to September 30th . While average modular space units on rent were down 2.5% year-over-year in the quarter, the sustained delivery growth and sequential gains give us line of sight to year-over-year unit on rent growth, lagging delivery growth by several quarters. - Average portable storage monthly rental rate in NA Storage increased
$10 , or 6.9% to$155 driven by process improvements focused on rate management. - Average portable storage units on rent in NA Storage increased by 31,902 units or 30.3%, reflecting broad-based end market strength, especially in the retail sector, and a transfer of approximately 12,000 units from NA Modular into the NA Storage segment. Across both segments in
North America , average portable storage units on rent increased by 16,922 units or 14.0%, which is a better reflection of organic volume growth forNorth America portable storage units.- On a consolidated basis, average portable storage units on rent increased by 19,408 units, or 13.5%, inclusive of a 10.7% increase in the
U.K.
- On a consolidated basis, average portable storage units on rent increased by 19,408 units, or 13.5%, inclusive of a 10.7% increase in the
- Revenues of
$28.1 million in theU.K. and$29.5 million in our Tank & Pump segment were up 30.6% and 26.7% respectively, driven by continued strong price and volume trends in theU.K. and tightening OEC utilization in the Tank & Pump segment. - Value-Added Products revenues increased by
$17.2 million year-over-year, or 30.5%, to$73.5 million , driven by continued penetration of delivery volumes in NA Modular and new pilot programs in NA Storage.
Adjusted EBITDA of
Net income of
Free Cash Flow increased by
Capitalization and Liquidity Update1,3
As of
- Generated
$78.5 million of free cash flow in the third quarter and$339.1 million at a 19% free cash flow margin over the last twelve months. - Repurchased 2.4 million shares for
$67.1 million in connection with a secondary offering and repurchased an additional$39.2 million of common stock and warrants, returning a total of$106.3 million to our shareholders. - Over
$0 .8 billion of excess availability under the asset-based revolving credit facility, a flexible covenant structure, and accelerating free cash flow provide ample liquidity to fund multiple capital allocation alternatives. - Weighted average interest rate is approximately 3.8% and annual cash interest expense based on the current debt structure is approximately
$100 million . - No debt maturities prior to 2025.
- Maintained leverage at 3.7x our last-twelve-months Adjusted EBITDA of
$708.9 million and have the ability to rapidly de-lever.
2021 Outlook1, 2, 3
This guidance is subject to risks and uncertainties, including those described in "Forward-Looking Statements" below.
2020 Pro Forma Results | Prior 2021 Outlook | Current 2021 Outlook | |||
Revenue | |||||
Adjusted EBITDA1,2 | |||||
Net CAPEX2,3 |
1 - Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow are non-GAAP financial measures. Further information and reconciliations for these Non-GAAP measures to the most directly comparable financial measure under generally accepted accounting principles in the US ("GAAP") is included at the end of this press release.
2 - Information reconciling forward-looking Adjusted EBITDA and Net CAPEX to GAAP financial measures is unavailable to the Company without unreasonable effort and therefore no reconciliation to the most comparable GAAP measures is provided.
3 - Net CAPEX is a non-GAAP financial measure. Please see the non-GAAP reconciliation tables included at the end of this press release.
Non-GAAP Financial Measures
This press release includes non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Free Cash Flow Margin, Pro Forma Revenue, Adjusted Gross Profit, Adjusted Gross Profit Percentage, Net Income Excluding Gain/Loss from Warrants, and Net CAPEX. Adjusted EBITDA is defined as net income (loss) before income tax expense, net interest expense, depreciation and amortization adjusted for non-cash items considered non-core to business operations including net currency gains and losses, goodwill and other impairment charges, restructuring costs, costs to integrate acquired companies, costs incurred related to transactions, non-cash charges for stock compensation plans, gains and losses resulting from changes in fair value and extinguishment of warrant liabilities, and other discrete expenses. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Free Cash Flow is defined as net cash provided by operating activities, less purchases of, and proceeds from, rental equipment and property, plant and equipment, which are all included in cash flows from investing activities. Free Cash Flow Margin is defined as Free Cash Flow divided by Total Revenue. Net CAPEX is defined as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities. Our management believes that the presentation of Net CAPEX provides useful information to investors regarding the net capital invested into our rental fleet and plant, property and equipment each year to assist in analyzing the performance of our business. Pro Forma Revenue is defined the same as revenue, but includes pre-acquisition results from Mobile Mini for all periods presented. Adjusted Gross Profit is defined as gross profit plus depreciation on rental equipment. Adjusted Gross Profit Percentage is defined as Adjusted Gross Profit divided by revenue. Net Income Excluding Gain/Loss from Warrants is defined as Net Income plus or minus the impact of the change in the fair value of the warrant liability. The Company believes that our financial statements that will include the impact of this mark-to-market expense or income may not be necessarily reflective of the actual operating performance of our business. The Company believes that Adjusted EBITDA and Adjusted EBITDA margin are useful to investors because they (i) allow investors to compare performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; (ii) are used by our board of directors and management to assess our performance; (iii) may, subject to the limitations described below, enable investors to compare the performance of the Company to its competitors; and (iv) provide additional tools for investors to use in evaluating ongoing operating results and trends. The Company believes that pro forma revenue is useful to investors because they allow investors to compare performance of the combined Company over various reporting periods on a consistent basis. The Company believes that Net CAPEX provide useful additional information concerning cash flow available to meet future debt service obligations. Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate Adjusted EBITDA and other non-GAAP financial measures differently, and therefore the Company's non-GAAP financial measures may not be directly comparable to similarly-titled measures of other companies. For reconciliation of the non-GAAP measures used in this press release (except as explained below), see “Reconciliation of Non-GAAP Financial Measures" included in this press release.
Information reconciling forward-looking Adjusted EBITDA to GAAP financial measures is unavailable to the Company without unreasonable effort. We cannot provide reconciliations of forward-looking Adjusted EBITDA to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted, such as the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the Company without unreasonable effort. Although we provide a range of Adjusted EBITDA that we believe will be achieved, we cannot accurately predict all the components of the Adjusted EBITDA calculation. The Company provides Adjusted EBITDA guidance because we believe that Adjusted EBITDA, when viewed with our results under GAAP, provides useful information for the reasons noted above.
On
Conference Call Information
About
Forward-Looking Statements
This press release contains forward-looking statements (including the guidance/outlook contained herein) within the meaning of the
Additional Information and Where to Find It
Additional information can be found on the company's website at www.willscotmobilemini.com.
Contact Information | ||
Investor Inquiries: | Media Inquiries: | |
investors@willscotmobilemini.com | scott.junk@willscotmobilemini.com | |
Condensed Consolidated Statements of Operations
Three Months Ended |
Nine Months Ended |
||||||||||||||
(in thousands, except share and per share data) | 2021 | 2020 | 2021 | 2020 | |||||||||||
Revenues: | |||||||||||||||
Leasing and services revenue: | |||||||||||||||
Leasing | $ | 363,396 | $ | 300,082 | $ | 1,022,237 | $ | 678,577 | |||||||
Delivery and installation | 99,699 | 84,694 | 274,883 | 187,404 | |||||||||||
Sales revenue: | |||||||||||||||
New units | 15,860 | 19,360 | 37,823 | 38,736 | |||||||||||
Rental units | 11,597 | 13,179 | 42,034 | 25,281 | |||||||||||
Total revenues | 490,552 | 417,315 | 1,376,977 | 929,998 | |||||||||||
Costs: | |||||||||||||||
Costs of leasing and services: | |||||||||||||||
Leasing | 82,448 | 64,788 | 235,375 | 162,344 | |||||||||||
Delivery and installation | 80,991 | 66,354 | 228,280 | 153,742 | |||||||||||
Costs of sales: | |||||||||||||||
New units | 11,499 | 12,935 | 25,660 | 25,469 | |||||||||||
Rental units | 5,603 | 8,837 | 22,870 | 16,446 | |||||||||||
Depreciation of rental equipment | 56,462 | 54,837 | 175,053 | 146,279 | |||||||||||
Gross profit | 253,549 | 209,564 | 689,739 | 425,718 | |||||||||||
Expenses: | |||||||||||||||
Selling, general and administrative | 133,424 | 112,079 | 372,296 | 241,269 | |||||||||||
Transaction costs | 303 | 52,191 | 1,147 | 63,241 | |||||||||||
Other depreciation and amortization | 18,814 | 16,867 | 58,760 | 22,824 | |||||||||||
Lease impairment expense and other related charges | 601 | 944 | 2,328 | 3,999 | |||||||||||
Restructuring costs | 1,856 | 3,854 | 11,958 | 4,543 | |||||||||||
Currency losses (gains), net | 127 | (371 | ) | 196 | 147 | ||||||||||
Other expense (income), net | 1,476 | (1,012 | ) | 207 | (1,757 | ) | |||||||||
Operating income | 96,948 | 25,012 | 242,847 | 91,452 | |||||||||||
Interest expense | 29,201 | 33,034 | 88,377 | 89,810 | |||||||||||
Fair value loss (gain) on common stock warrant liabilities | — | 22,303 | 26,597 | (46,063 | ) | ||||||||||
Loss on extinguishment of debt | — | 42,401 | 5,999 | 42,401 | |||||||||||
Income (loss) before income tax | 67,747 | (72,726 | ) | 121,874 | 5,304 | ||||||||||
Income tax expense (benefit) | 6,644 | (66,675 | ) | 35,953 | (66,170 | ) | |||||||||
Net income (loss) | 61,103 | (6,051 | ) | 85,921 | 71,474 | ||||||||||
Net income attributable to non-controlling interest, net of tax | — | — | — | 1,213 | |||||||||||
Net income (loss) attributable to |
$ | 61,103 | $ | (6,051 | ) | $ | 85,921 | $ | 70,261 | ||||||
Earnings (loss) per share attributable to |
|||||||||||||||
Basic | $ | 0.27 | $ | (0.03 | ) | $ | 0.38 | $ | 0.47 | ||||||
Diluted | $ | 0.26 | $ | (0.03 | ) | $ | 0.37 | $ | 0.15 | ||||||
Weighted average shares: | |||||||||||||||
Basic | 225,998,202 | 226,649,993 | 227,557,664 | 149,283,083 | |||||||||||
Diluted | 231,868,397 | 226,649,993 | 234,084,800 | 152,432,945 |
Unaudited Segment Operating Data
Comparison of Three Months Ended
Three Months Ended |
|||||||||||||||||||
(in thousands, except for units on rent and rates) | NA Modular | NA Storage | Tank and Pump | Total | |||||||||||||||
Revenue | $ | 299,051 | $ | 133,897 | $ | 28,099 | $ | 29,505 | $ | 490,552 | |||||||||
Gross profit | $ | 127,854 | $ | 92,496 | $ | 18,876 | $ | 14,323 | $ | 253,549 | |||||||||
Adjusted EBITDA | $ | 106,825 | $ | 59,123 | $ | 13,255 | $ | 10,946 | $ | 190,149 | |||||||||
Capital expenditures for rental equipment | $ | 31,789 | $ | 11,920 | $ | 11,649 | $ | 5,016 | $ | 60,374 | |||||||||
Average modular space units on rent | 84,218 | 16,316 | 9,298 | — | 109,832 | ||||||||||||||
Average modular space utilization rate | 67.6 | % | 77.6 | % | 83.4 | % | — | % | 70.1 | % | |||||||||
Average modular space monthly rental rate | $ | 834 | $ | 602 | $ | 454 | $ | — | $ | 767 | |||||||||
Average portable storage units on rent | 493 | 137,123 | 25,632 | — | 163,248 | ||||||||||||||
Average portable storage utilization rate | 48.0 | % | 83.2 | % | 89.1 | % | — | % | 83.9 | % | |||||||||
Average portable storage monthly rental rate | $ | 179 | $ | 155 | $ | 90 | $ | — | $ | 145 | |||||||||
Average tank and pump solutions rental fleet utilization based on original equipment cost | — | % | — | % | — | % | 74.8 | % | 74.8 | % |
Three Months Ended |
|||||||||||||||||||
(in thousands, except for units on rent and rates) | NA Modular | NA Storage | Tank and Pump | Total | |||||||||||||||
Revenue | $ | 267,867 | $ | 104,493 | $ | 21,653 | $ | 23,302 | $ | 417,315 | |||||||||
Gross profit | $ | 112,079 | $ | 73,384 | $ | 12,671 | $ | 11,430 | $ | 209,564 | |||||||||
Adjusted EBITDA | $ | 100,281 | $ | 46,465 | $ | 8,306 | $ | 8,507 | $ | 163,559 | |||||||||
Capital expenditures for rental equipment | $ | 34,249 | $ | 7,234 | $ | 677 | $ | 431 | $ | 42,591 | |||||||||
Average modular space units on rent | 86,400 | 16,383 | 8,444 | — | 111,227 | ||||||||||||||
Average modular space utilization rate | 68.3 | % | 80.4 | % | 79.1 | % | — | % | 70.6 | % | |||||||||
Average modular space monthly rental rate | $ | 693 | $ | 505 | $ | 356 | $ | — | $ | 640 | |||||||||
Average portable storage units on rent | 15,473 | 105,221 | 23,146 | — | 143,840 | ||||||||||||||
Average portable storage utilization rate | 61.3 | % | 73.4 | % | 83.2 | % | — | % | 73.2 | % | |||||||||
Average portable storage monthly rental rate | $ | 124 | $ | 145 | $ | 75 | $ | — | $ | 131 | |||||||||
Average tank and pump solutions rental fleet utilization based on original equipment cost | — | % | — | % | — | % | 58.2 | % | 58.2 | % |
Comparison of the Nine Months Ended
Nine Months Ended |
|||||||||||||||||||
(in thousands, except for units on rent and rates) | NA Modular | NA Storage | Tank and Pump | Total | |||||||||||||||
Revenue | $ | 854,657 | $ | 357,439 | $ | 83,538 | $ | 81,343 | $ | 1,376,977 | |||||||||
Gross profit | $ | 356,992 | $ | 240,836 | $ | 53,306 | $ | 38,605 | $ | 689,739 | |||||||||
Adjusted EBITDA | $ | 307,741 | $ | 154,971 | $ | 36,647 | $ | 29,870 | $ | 529,229 | |||||||||
Capital expenditures for rental equipment | $ | 120,288 | $ | 24,165 | $ | 22,645 | $ | 11,093 | $ | 178,191 | |||||||||
Average modular space units on rent | 84,589 | 16,371 | 9,256 | — | 110,216 | ||||||||||||||
Average modular space utilization rate | 67.6 | % | 78.5 | % | 83.8 | % | — | % | 70.2 | % | |||||||||
Average modular space monthly rental rate | $ | 790 | $ | 570 | $ | 428 | $ | — | $ | 727 | |||||||||
Average portable storage units on rent | 9,566 | 118,598 | 25,284 | — | 153,448 | ||||||||||||||
Average portable storage utilization rate | 64.1 | % | 78.0 | % | 90.0 | % | — | % | 78.7 | % | |||||||||
Average portable storage monthly rental rate | $ | 129 | $ | 152 | $ | 86 | $ | — | $ | 140 | |||||||||
Average tank and pump solutions rental fleet utilization based on original equipment cost | — | % | — | % | — | % | 71.2 | % | 71.2 | % |
Nine Months Ended |
|||||||||||||||||||
(in thousands, except for units on rent and rates) | NA Modular | NA Storage | Tank and Pump | Total | |||||||||||||||
Revenue | $ | 780,550 | $ | 104,493 | $ | 21,653 | $ | 23,302 | $ | 929,998 | |||||||||
Gross profit | $ | 328,233 | $ | 73,384 | $ | 12,671 | $ | 11,430 | $ | 425,718 | |||||||||
Adjusted EBITDA | $ | 287,345 | $ | 46,465 | $ | 8,306 | $ | 8,507 | $ | 350,623 | |||||||||
Capital expenditures for rental equipment | $ | 113,931 | $ | 7,234 | $ | 677 | $ | 431 | $ | 122,273 | |||||||||
Average modular space units on rent | 87,161 | 5,461 | 2,815 | — | 95,437 | ||||||||||||||
Average modular space utilization rate | 68.7 | % | 80.4 | % | 79.1 | % | — | % | 69.8 | % | |||||||||
Average modular space monthly rental rate | $ | 672 | $ | 505 | $ | 356 | $ | — | $ | 653 | |||||||||
Average portable storage units on rent | 15,896 | 35,074 | 7,715 | — | 58,685 | ||||||||||||||
Average portable storage utilization rate | 62.6 | % | 73.4 | % | 83.2 | % | — | % | 71.3 | % | |||||||||
Average portable storage monthly rental rate | $ | 121 | $ | 145 | $ | 75 | $ | — | $ | 129 | |||||||||
Average tank and pump solutions rental fleet utilization based on original equipment cost | — | % | — | % | — | % | 58.2 | % | 58.2 | % |
Condensed Consolidated Balance Sheets
(in thousands, except share data) | |||||||
Assets | |||||||
Cash and cash equivalents | $ | 11,317 | $ | 24,937 | |||
Trade receivables, net of allowances for credit losses at |
398,350 | 330,942 | |||||
Inventories | 30,943 | 23,731 | |||||
Prepaid expenses and other current assets | 35,940 | 29,954 | |||||
Assets held for sale | 962 | 12,004 | |||||
Total current assets | 477,512 | 421,568 | |||||
Rental equipment, net | 2,968,895 | 2,931,646 | |||||
Property, plant and equipment, net | 307,253 | 303,650 | |||||
Operating lease assets | 233,800 | 232,094 | |||||
1,178,290 | 1,171,219 | ||||||
Intangible assets, net | 467,289 | 495,947 | |||||
Other non-current assets | 11,142 | 16,081 | |||||
Total long-term assets | 5,166,669 | 5,150,637 | |||||
Total assets | $ | 5,644,181 | $ | 5,572,205 | |||
Liabilities and equity | |||||||
Accounts payable | $ | 145,320 | $ | 106,926 | |||
Accrued expenses | 163,339 | 141,672 | |||||
Deferred revenue and customer deposits | 163,977 | 135,485 | |||||
Operating lease liabilities - current | 50,552 | 48,063 | |||||
Current portion of long-term debt | 18,652 | 16,521 | |||||
Total current liabilities | 541,840 | 448,667 | |||||
Long-term debt | 2,598,300 | 2,453,809 | |||||
Deferred tax liabilities | 346,687 | 307,541 | |||||
Operating lease liabilities - non-current | 183,035 | 183,761 | |||||
Common stock warrant liabilities | — | 77,404 | |||||
Other non-current liabilities | 17,735 | 37,150 | |||||
Long-term liabilities | 3,145,757 | 3,059,665 | |||||
Total liabilities | 3,687,597 | 3,508,332 | |||||
Commitments and contingencies | |||||||
Preferred Stock: |
— | — | |||||
Common Stock: |
23 | 23 | |||||
Additional paid-in-capital | 3,655,587 | 3,852,291 | |||||
Accumulated other comprehensive loss | (33,713) | (37,207) | |||||
Accumulated deficit | (1,665,313) | (1,751,234) | |||||
Total shareholders' equity | 1,956,584 | 2,063,873 | |||||
Total liabilities and equity | $ | 5,644,181 | $ | 5,572,205 |
Reconciliation of Non-GAAP Financial Measures
We use certain non-GAAP financial information that we believe is important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends.
We evaluate business segment performance on Adjusted EBITDA, a non-GAAP measure that excludes certain items as described in the reconciliation of our consolidated net income (loss) to Adjusted EBITDA reconciliation below. We believe that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company.
We also regularly evaluate gross profit by segment to assist in the assessment of the operational performance of each operating segment. We consider Adjusted EBITDA to be the more important metric because it more fully captures the business performance of the segments, inclusive of indirect costs.
We also evaluate Free Cash Flow, a non-GAAP measure that provides useful information concerning cash flow available to fund our capital allocation alternatives.
Adjusted EBITDA
We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), depreciation and amortization. Our adjusted EBITDA ("Adjusted EBITDA") reflects the following further adjustments to EBITDA to exclude certain non-cash items and the effect of what we consider transactions or events not related to our core business operations:
- Currency (gains) losses, net: on monetary assets and liabilities denominated in foreign currencies other than the subsidiaries’ functional currency. Substantially all such currency gains (losses) are unrealized and attributable to financings due to and from affiliated companies.
Goodwill and other impairment charges related to non-cash costs associated with impairment charges to goodwill, other intangibles, rental fleet and property, plant and equipment.- Restructuring costs, lease impairment expense, and other related charges associated with restructuring plans designed to streamline operations and reduce costs including employee and lease termination costs.
- Transaction costs including legal and professional fees and other transaction specific related costs.
- Costs to integrate acquired companies, including outside professional fees, non-capitalized costs associated with system integrations, non-lease branch and fleet relocation expenses, employee training costs, and other costs required to realize cost or revenue synergies.
- Non-cash charges for stock compensation plans.
- Gains and losses resulting from changes in fair value and extinguishment of common stock warrant liabilities.
- Other expense includes consulting expenses related to certain one-time projects, financing costs not classified as interest expense, and gains and losses on disposals of property, plant, and equipment.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider the measure in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing the Company’s results as reported under US GAAP. Some of these limitations are:
- Adjusted EBITDA does not reflect changes in, or cash requirements for our working capital needs;
- Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
- Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;
- Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
- Adjusted EBITDA does not reflect the impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
- although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
- other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of our business or as measures of cash that will be available to meet our obligations.
The following table provides an unaudited reconciliation of Net income (loss) to Adjusted EBITDA:
Three Months Ended |
Nine Months Ended |
||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||
Net income (loss) | $ | 61,103 | $ | (6,051 | ) | $ | 85,921 | $ | 71,474 | ||||||
Income tax expense (benefit) | 6,644 | (66,675 | ) | 35,953 | (66,170 | ) | |||||||||
Loss on extinguishment of debt | — | 42,401 | 5,999 | 42,401 | |||||||||||
Interest expense | 29,201 | 33,034 | 88,377 | 89,810 | |||||||||||
Depreciation and amortization | 75,276 | 71,704 | 233,813 | 169,103 | |||||||||||
Fair value loss (gain) on common stock warrant liabilities | — | 22,303 | 26,597 | (46,063 | ) | ||||||||||
Currency losses (gains), net | 127 | (371 | ) | 196 | 147 | ||||||||||
Restructuring costs, lease impairment expense and other related charges | 2,457 | 4,798 | 14,286 | 8,542 | |||||||||||
Transaction costs | 303 | 52,191 | 1,147 | 63,241 | |||||||||||
Integration costs | 8,247 | 7,083 | 23,211 | 10,921 | |||||||||||
Stock compensation expense | 6,259 | 2,944 | 14,480 | 6,958 | |||||||||||
Other | 532 | 198 | (751 | ) | 259 | ||||||||||
Adjusted EBITDA | $ | 190,149 | $ | 163,559 | $ | 529,229 | $ | 350,623 |
Net Income Excluding Gain/Loss from Warrants
We define Net Income Excluding Gain/Loss from Warrants as net income plus or minus the impact of the change in the fair value of the common stock warrant liability. Management believes that our financial statements that will include the impact of this mark-to-market expense or income may not be necessarily reflective of the actual operating performance of our business.
The following table provides an unaudited reconciliation of Net income (loss) to Net Income (Loss) Excluding Gain/Loss from Warrants:
Three Months Ended |
Nine Months Ended |
||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||
Net income (loss) | $ | 61,103 | $ | (6,051 | ) | $ | 85,921 | $ | 71,474 | ||||||
Fair value loss (gain) on common stock warrant liabilities | — | 22,303 | 26,597 | (46,063 | ) | ||||||||||
Net Income (Loss) Excluding Gain/Loss from Warrants | $ | 61,103 | $ | 16,252 | $ | 112,518 | $ | 25,411 |
Adjusted EBITDA Margin
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by Revenue. Management believes that the presentation of Adjusted EBITDA Margin provides useful information to investors regarding the performance of our business.
The following table provides an unaudited reconciliation of Adjusted EBITDA Margin:
Three Months Ended |
Nine Months Ended |
||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||
Adjusted EBITDA (A) | $ | 190,149 | $ | 163,559 | $ | 529,229 | $ | 350,623 | |||||||
Revenue (B) | $ | 490,552 | $ | 417,315 | $ | 1,376,977 | $ | 929,998 | |||||||
Adjusted EBITDA Margin (A/B) | 38.8 | % | 39.2 | % | 38.4 | % | 37.7 | % |
Free Cash Flow and Free Cash Flow Margin
We define Free Cash Flow as net cash provided by operating activities, less purchases of, and proceeds from, rental equipment and property, plant and equipment, which are all included in cash flows from investing activities. Free Cash Flow Margin is defined as Free Cash Flow divided by Total Revenue. Management believes that the presentation of Free Cash Flow and Free Cash Flow Margin provides useful information to investors concerning cash flow available to fund our capital allocation alternatives.
The following table provides an unaudited reconciliation of net cash provided by operating activities to Free Cash Flow.
Three Months Ended |
Nine Months Ended |
||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||
Net cash provided by operating activities | $ | 130,447 | $ | 61,368 | $ | 392,055 | $ | 175,095 | |||||||
Purchase of rental equipment and refurbishments | (60,374 | ) | (42,591 | ) | (178,191 | ) | (122,273 | ) | |||||||
Proceeds from sale of rental equipment | 11,597 | 13,179 | 42,034 | 25,281 | |||||||||||
Purchase of property, plant and equipment | (3,386 | ) | (5,893 | ) | (20,836 | ) | (9,079 | ) | |||||||
Proceeds from the sale of property, plant and equipment | 209 | 1,982 | 16,647 | 5,825 | |||||||||||
Free Cash Flow (A) | $ | 78,493 | $ | 28,045 | $ | 251,709 | $ | 74,849 | |||||||
Revenue (B) | $ | 490,552 | $ | 417,315 | $ | 1,376,977 | $ | 929,998 | |||||||
Free Cash Flow Margin (A/B) | 16.0 | % | 6.7 | % | 18.3 | % | 8.0 | % |
Adjusted Gross Profit and Adjusted Gross Profit Percentage
We define Adjusted Gross Profit as gross profit plus depreciation on rental equipment. Adjusted Gross Profit Percentage is defined as Adjusted Gross Profit divided by revenue. Adjusted Gross Profit and Adjusted Gross Profit Percentage are not measurements of our financial performance under GAAP and should not be considered as an alternative to gross profit, gross profit percentage, or other performance measures derived in accordance with GAAP. In addition, our measurement of Adjusted Gross Profit and Adjusted Gross Profit Percentage may not be comparable to similarly titled measures of other companies. Our management believes that the presentation of Adjusted Gross Profit and Adjusted Gross Profit Percentage provides useful information to investors regarding our results of operations because it assists in analyzing the performance of our business.
The following table provides an unaudited reconciliation of gross profit to Adjusted Gross Profit and Adjusted Gross Profit Percentage.
Three Months Ended | Nine Months Ended | ||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2021 | |||||||||||
Revenue (A) | $ | 490,552 | $ | 417,315 | $ | 1,376,977 | $ | 929,998 | |||||||
Gross profit (B) | $ | 253,549 | $ | 209,564 | $ | 689,739 | $ | 425,718 | |||||||
Depreciation of rental equipment | 56,462 | 54,837 | 175,053 | 146,279 | |||||||||||
Adjusted Gross Profit (C) | $ | 310,011 | $ | 264,401 | $ | 864,792 | $ | 571,997 | |||||||
Gross Profit Percentage (B/A) | 51.7 | % | 50.2 | % | 50.1 | % | 45.8 | % | |||||||
Adjusted Gross Profit Percentage (C/A) | 63.2 | % | 63.4 | % | 62.8 | % | 61.5 | % |
Net CAPEX
We define Net CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment (collectively, "Total Capital Expenditures"), less proceeds from the sale of rental equipment and proceeds from the sale of property, plant and equipment (collectively, "Total Proceeds"), which are all included in cash flows from investing activities. Our management believes that the presentation of Net CAPEX provides useful information to investors regarding the net capital invested into our rental fleet and plant, property and equipment each year to assist in analyzing the performance of our business.
The following table provides an unaudited reconciliation of Net CAPEX:
Three Months Ended | Nine Months Ended | ||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||
Total purchases of rental equipment and refurbishments | $ | (60,374 | ) | $ | (42,591 | ) | $ | (178,191 | ) | $ | (122,273 | ) | |||
Total proceeds from sale of rental equipment | 11,597 | 13,179 | 42,034 | 25,281 | |||||||||||
Net CAPEX for Rental Equipment | (48,777 | ) | (29,412 | ) | (136,157 | ) | (96,992 | ) | |||||||
Purchase of property, plant and equipment | (3,386 | ) | (5,893 | ) | (20,836 | ) | (9,079 | ) | |||||||
Proceeds from sale of property, plant and equipment | 209 | 1,982 | 16,647 | 5,825 | |||||||||||
Net CAPEX | $ | (51,954 | ) | $ | (33,323 | ) | $ | (140,346 | ) | $ | (100,246 | ) |
Source: WillScot Mobile Mini Holdings Corp.