WillScot Holdings Corp
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
WSC$18.86+5.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001647088-25-000066
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001647088-26-000031
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 181 previous paragraphs and 135 current paragraphs.
64 unchanged; 55 reworded; 16 added; 57 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Network Optimization Plan
Current report
In December 2025, we finalized our multi-year Network Optimization Plan, identifying real estate locations for exit, which was approved by the Board of Directors. We believe these actions will reduce expected annual real estate cost increases, leave adequate idle fleet to meet future projected demand, and maintain all market coverage and customer service capabilities. Exiting those locations necessitates the disposal of certain rental equipment. The Network Optimization Plan encompasses exiting approximately 665 acres of real estate over four years, representing 108 branch and drop lot locations and approximately 25% of our leased acreage. To enable these exits, we identified rental fleet units with a net book value of $312.1 million to be abandoned, representing approximately 53,000 units (approximately 31,000 portable storage units and 22,000 modular space units), concentrated on long idle, nonstandard, or higher repair cost units. We expect the initiative to result in future costs consisting of rental equipment disposal costs of approximately $30 million and rental equipment relocation costs of approximately $20 million.
Current report
As of March 31, 2026, the Company has disposed of approximately 15,000 portable storage units and 6,000 modular space units related to the Network Optimization Plan. Portable storage units were generally recycled, for which we received proceeds to partially offset the cash paid for the disposal of modular units. For the three months ended March 31, 2026, we recorded restructuring and other related costs for the Network Optimization Plan of $11.6 million, consisting primarily of asset disposal costs. Total cash paid to implement the Network Optimization plan was $8.8 million for the three months ended March 31, 2026, and was partially offset by total cash proceeds of $4.5 million from portable storage unit recycling.
Current report
First Quarter Summary
Current report
•Total revenues decreased $10.9 million, or 2.0%, to $548.6 million. The decline in revenue was driven by a $13.4 million decline in new sales, a $8.9 million decrease in leasing revenue due to a decrease in units on rent, and a $3.4 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2025. These declines were partially offset by increased delivery and installation revenue related to improved activation activity in the quarter and large complex project mix.
Current report
•Delivery and installation revenue increased $10.9 million, or 12.3%, driven by an increase in large complex projects.
Current report
•Generatednet income of $28.1 million for the three months ended March 31, 2026, representing a decrease of $14.9 million, or 34.7%, as compared to the same period in 2025. Discrete costs during the period included $11.6 million of charges related to the Network Optimization Plan.
Current report
Revenue: Total revenue decreased $10.9 million, or 2.0%, to $548.6 million for the three months ended March 31, 2026 from $559.6 million for the three months ended March 31, 2025. The decline in revenue was primarily driven by a $13.4 million decline in new sales, reduced leasing revenue due to a decrease in units on rent, and a $3.4 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2025. These declines were partially offset by increased delivery and installation revenue related to improved activation activity in the quarter and large complex project mix.
Current report
Leasing revenue decreased $8.9 million, or 2.0%, as compared to the same period in 2025, primarily driven by a decrease of 14,715 total average units on rent and the increase in accounts receivable write-offs, which drove $2.4 million of the decrease. Increased rates partially offset volume declines. Delivery and installation revenue increased $10.9 million, or 12.3%, primarily driven by an increase in large complex projects, resulting in an increase in installation revenue. Rental unit sales increased $0.5 million, or 3.7%, and new unit sales decreased $13.4 million, or 59.9%.
Current report
Adjusted EBITDA: Adjusted EBITDA decreased $17.8 million, or 8%, to $211.0 million for the three months ended March 31, 2026 from $228.8 million for the three months ended March 31, 2025. The decrease was primarily driven by a $16.8 million decrease in leasing gross profit and a $4.5 million decrease in new and used sales gross profit. The decrease was partially offset by increased delivery and installation gross profit.
Current report
Restructuring costs: Restructuring costs of $11.3 million for the three months ended March 31, 2026 were primarily due to asset disposal costs as part of the Network Optimization Plan implemented in December 2025.
Current report
Capital expenditures for rental equipment: Capital expenditures for rental equipment increased $29.4 million, to $101.9 million for the three months ended March 31, 2026 from $72.6 million for the three months ended March 31, 2025 as a result of increased investments in refurbishments and new fleet investments in FLEX and complex units to provide capacity to deliver on large project demand. Net CAPEX increased $27.5 million, or 44%, to $89.3 million for the three months ended March 31, 2026 from $61.8 million for the three months ended March 31, 2025.
Current report
Our Chief Operating Decision Maker ("CODM") evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below. We believe that evaluating performance excluding such items noted above is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance, inclusive of indirect costs. We believe that Adjusted EBITDA is useful to investors because it (i) allows investors to compare performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; (ii) is used by our board of directors and management to assess our performance; (iii) may, subject to certain limitations, enable investors to compare the performance of the Company to its competitors; (iv) provides additional tools for investors to use in evaluating ongoing operating results and trends; and (v) aligns with definitions in our ABL Facility.
Current report
Net cash provided by operating activities for the three months ended March 31, 2026 was $191.1 million as compared to $206.6 million for the three months ended March 31, 2025, a decrease of $15.6 million. The decrease in net cash provided by operating activities resulted from a $11.5 million decrease in the net movements of the operating assets and liabilities and a $4.0 million decrease in net income, adjusted for non-cash items, during the three months ended March 31, 2026 The decrease in net cash provided by operating activities included $13.1 million of cash outflows related to the execution of our Network Optimization Plan and executive transition costs.
Current report
•our ability to implement our Network Optimization Plan;
Current report
•our ability to achieve sustainability goals;
Removed paragraphs (57)
Previous report
Leadership Updates
Previous report
On September 3, 2025, we announced that our Board of Directors had unanimously elected Tim Boswell to succeed Brad Soultz as Chief Executive Officer, effective January 1, 2026, and that Mr. Boswell would also join the Board at that time. We also announced that effective immediately, Worthing Jackman, current non-Executive Chairman of the Board, would now serve as Executive Chairman of the Board, both to continue to lead the Board and to assist the CEO and senior management team in achieving the Company’s strategic plan. In addition, Jeff Sagansky was appointed Lead Independent Director, also effective immediately.
Previous report
Network Optimization Initiative
Previous report
As of September 30, 2025, our branch network consisted of approximately 400 physical properties, of which 260 locations were considered branch locations. Real estate leases for branch locations are typically under long-term contracts that may include initial terms of five to ten years with one or two five-year extensions, whereas non-branch locations used for unit storage often have shorter contractual terms. Our real estate footprint has increased over the years through the combination of the legacy WillScot and Mobile Mini respective branch networks, locations acquired through acquisitions, and additional non-branch locations added to store incremental idle fleet. Without intervention, we expect real estate costs to continue to increase 10 to 15 percent per year as they have for the past several years.
Previous report
In 2024, we consolidated the WillScot and Mobile Mini field sales and operations teams into a single leadership structure. In the beginning of 2025, we began evaluating our real estate footprint on a property-by-property basis to reduce our overall real estate costs opportunistically while maintaining market coverage. To exit certain real estate positions, we disposed of certain rental fleet units, with a primary focus on long idle, non-standard or higher repair cost units, while maintaining adequate idle fleet to meet projected demand. During the three and nine months ended September 30, 2025, rental equipment identified for disposal was depreciated to its salvage value, resulting in incremental depreciation of rental equipment of $7.3 million and $26.6 million, respectively.
Previous report
Management is considering expanding this program to evaluate all real estate leases maturing in the next four or five years for consolidation opportunities, and we estimate the net book value of rental fleet units that could be disposed of as part of this optimization to be in the range of $250 million to $350 million, which would be recognized as incremental depreciation expense as properties and rental fleet units are identified for exit. We believe this initiative could reduce leased acreage by more than 20% and reduce annual real estate costs by $20 million to $30 million. To the extent we finalize a multi-year network optimization plan by the end of 2025, and the plan is approved by the Board of Directors, we may accelerate the recognition of the $250 million to $350 million of incremental depreciation expense on identified rental equipment into 2025 as a non-cash restructuring charge.
Previous report
Financing Activities
Previous report
On March 26, 2025, Williams Scotsman, Inc. ("WSI") completed a private offering of $500.0 million in aggregate principal amount of its 6.625% senior secured notes due 2030 (the "2030 Secured Notes") to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.
Previous report
On March 27, 2025, net proceeds of the offering of the 2030 Secured Notes, together with $33.0 million of additional borrowings under the ABL Facility were used to (i) redeem all of WSI's outstanding 6.125% senior secured notes due 2025 (the "2025 Secured Notes") at a redemption price equal to 100.00% of the principal amount of the 2025 Notes outstanding, totaling $526.5 million, plus accrued and unpaid interest to, but excluding, the redemption date and (ii) pay related fees and expenses. We redeemed the 2025 Secured Notes to extend the Company's debt maturity profile, consistent with our capital structure optimization strategy. The redemption did not result in a material gain or loss on extinguishment, as the notes were redeemed at par and related fees were expensed as incurred.
Previous report
On October 16, 2025, we amended our ABL Facility ("Amended ABL Facility") to reduce borrowing costs and extend the maturity date to October 16, 2030. The aggregate principal amount of the Amended ABL Facility was reduced from $3.7 billion to $3.0 billion to reduce undrawn line fees, and the accordion feature was increased from $750 million to $1.0 billion. We anticipate meaningful annual cash interest expense savings of approximately $5.0 million at current borrowing levels with opportunities to further reduce our interest costs in the future based on availability in the Amended ABL Facility and net debt to EBITDA leverage levels. After giving effect to the extension, we have no maturities of debt until 2028 other than for finance leases.
Previous report
Business Combination and Asset Acquisitions
Previous report
During the nine months ended September 30, 2025, we acquired a regional provider of climate-controlled containers and trailers for $115.6 million, net of cash acquired, which consisted primarily of approximately 2,100 temperature-controlled units. We expect this acquisition to expand our climate-controlled product offering and enhance our regional market presence, with anticipated operational synergies and customer cross-sell opportunities. As of the acquisition date, the fair value of the goodwill recorded was $54.5 million, the fair value of the intangible assets acquired was $18.7 million, and the fair value of rental equipment acquired was $36.6 million. The purchase price allocation is preliminary, based on the best estimates of management, and subject to revision as management obtains additional information regarding the valuation of acquired rental equipment and intangible assets. Revenue and earnings from the business combination following the acquisition date are not available, as the business was integrated into the Company's centralized financial and operational processes following acquisition.
Previous report
During the nine months ended September 30, 2025, we acquired $23.2 million in rental fleet assets from two companies for $25.8 million in cash.
Previous report
Third Quarter Summary
Previous report
•Total revenues decreased $34.6 million, or 5.8%, to $566.8 million. The decline in revenue was driven by a decrease in units on rent, a large project in the prior year representing approximately $18.0 million, and a $20.0 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024. The increased write-offs were primarily driven by aged receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding. However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in selling, general, and administrative expense ("SG&A") to the extent that the related receivables are already reserved. See further discussion within our Consolidated Results of Operations.
Previous report
•Delivery and installation revenue decreased $16.2 million, or 14.2%, driven by fewer deliveries and a large project in the prior year representing approximately $18.0 million.
Previous report
•Generatednet income of $43.3 million for the three months ended September 30, 2025, representing an increase of $113.8 million, or 161.5%, as compared to the same period in 2024. For the three months ended September 30, 2024, we recorded a$180.0 million termination fee and$8.8 million in legal and professional fees related to the termination of a merger agreement with McGrath RentCorp ("McGrath"). In 2024, we recorded a tax benefit of $20.6 million, as compared to an income tax expense of $17.0 million for the three months ended September 30, 2025.
Previous report
•Acquire assets from a local provider of storage solutions for $7.6 million.
Previous report
Revenue: Total revenue decreased $34.6 million, or 5.8%, to $566.8 million for the three months ended September 30, 2025 from $601.4 million for the three months ended September 30, 2024. The decline in revenue was driven by a decrease in units on rent and a $20.0 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024. The increased write-offs were primarily driven by accounts receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding. However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in SG&A to the extent that the related receivables are already reserved. See further discussion below of the net impact to Adjusted EBITDA.
Previous report
Leasing revenue decreased $21.4 million, or 4.7%, as compared to the same period in 2024, driven by a decrease of 22,461 total average units on rent and the increase in accounts receivable write-offs, which drove $15.5 million of the decrease. Increases in average monthly rental rates offset some of these decreases. Delivery and installation revenue decreased $16.2 million, or 14.2%, due to the decline in activations and returns, as well as a large project in the prior year of approximately $18.0 million. Rental unit sales increased $2.5 million, or 18.8%, and new unit sales increased $0.5 million, or 2.9%.
Previous report
Adjusted EBITDA: Adjusted EBITDA decreased $23.6 million, or 9%, to $243.3 million for the three months ended September 30, 2025 from $266.9 million for the three months ended September 30, 2024. The decrease was driven by a $22.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.5 million, and a $3.1 million decrease in new and used sales gross profit. The decrease was partially offset by decreased SG&A, excluding discrete costs, of $7.5 million. The net impact to Adjusted EBITDA of accounts receivable write-offs recorded as a reduction to revenue and the provision for credit losses recorded in SG&A was a $17.8 million and $22.1 million reduction to Adjusted EBITDA for the three months ended September 30, 2025 and the three months ended September 30, 2024, respectively, thus resulting in a $4.3 million positive impact to Adjusted EBITDA year over year.
Previous report
Termination fee: We paid a termination fee of $180.0 million to McGrath related to the termination of a merger agreement during the three months ended September 30, 2024. This charge did not occur in the third quarter of 2025.
Previous report
Capital expenditures for rental equipment: Capital expenditures for rental equipment increased $11.6 million, to $81.0 million for the three months ended September 30, 2025 from $69.4 million for the three months ended September 30, 2024. Net CAPEX increased $10.4 million, or 18%, to $68.9 million for the three months ended September 30, 2025 from $58.6 million for the three months ended September 30, 2024.
Previous report
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Previous report
Comparison of Nine Months Ended September 30, 2025 and 2024
Previous report
Revenue: Total revenue decreased $77.7 million, or 4.3%, to $1,715.5 million for the nine months ended September 30, 2025 from $1,793.2 million for the nine months ended September 30, 2024. The decline in revenue was driven by a decrease in units on rent and a $37.6 million increase in accounts receivable write-offs recorded as a reduction to revenue compared to the same period in 2024. The increased write-offs were primarily driven by accounts receivables that we deemed uncollectible as our central operations team progresses our initiative to improve our order-to-cash process and reduce our days sales outstanding. However, write-offs to receivables recorded as a reduction to revenue result in a corresponding reduction to the provision for credit losses recorded in SG&A to the extent that the related receivables are already reserved. See further discussion below of the net impact to Adjusted EBITDA.
Previous report
Leasing revenue decreased $63.2 million, or 4.6%, as compared to the same period in 2024, driven by a decrease of 23,869 total average units on rent and the increase in accounts receivable write-offs, which drove $29.2 million of the decrease. Increases in average monthly rental rates offset some of these decreases. Delivery and installation revenues decreased $27.6 million, or 8.6%, due to the decline in activations and returns. Rental unit sales increased $3.5 million, or 8.1%, and new unit sales increased $9.7 million, or 18.4%.
Previous report
Modular space average units on rent decreased 5,395 units, or 5.7%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The average modular space utilization rate during the nine months ended September 30, 2025 was 59.4% as compared to 62.3% during the same period in 2024.
Previous report
Portable storage average units on rent decreased by 18,474 units, or 14.6%, for the nine months ended September 30, 2025 driven by lower demand in 2025, as well as lower orders related to seasonal retail business that typically occurs in the third and fourth quarters. The average portable storage utilization rate during the nine months ended September 30, 2025 was 52.9% as compared to 61.0% during the same period in 2024.
Previous report
Gross profit: Gross profit decreased $87.4 million, or 9.1%, to $878.1 million for the nine months ended September 30, 2025 from $965.5 million for the nine months ended September 30, 2024. The decrease in gross profit was a result of a $47.5 million decrease in leasing gross profit, decreased delivery and installation gross profit of $20.9 million, and a $19.3 million increase in depreciation of rental equipment. The decrease was partially offset by a $0.2 million increase in new and rental unit sales gross profit. The decrease in leasing gross profit was primarily driven by lower demand in 2025 and the increased accounts receivable write-offs. The increase in depreciation of rental equipment was driven by incremental depreciation of $26.6 million recorded for rental equipment identified for disposal as part of the network optimization initiative.
Previous report
Cost of leasing and services decreased by $22.5 million, or 4.1%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, driven primarily by a decrease in subcontractor costs of $16.7 million, or 8.8%, as we continued our insourcing initiatives and reduced variable costs to match demand, a decrease in labor cost of $4.3 million, or 2.0%, and a decrease in material costs of $2.4 million, or 3.4%, as we reduced variable costs to match demand.
Previous report
Cost of sales increased by $12.9 million, or 24.2%, driven by an increased mix of sales of higher value new units. Our resulting gross profit percentage was 51.2% and 53.8% for the nine months ended September 30, 2025 and 2024, respectively.
Previous report
SG&A: SG&A decreased $62.6 million, or 12.5%, to $439.9 million for the nine months ended September 30, 2025, as compared to $502.5 million for the nine months ended September 30, 2024. The decrease was primarily driven by a $40.2 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $8.5 million decrease in restructuring costs, and a $39.7 million, or 243.6%, decrease in the provision for credit losses. These decreased costs were partially offset by an increase of employee SG&A excluding stock compensation of $11.6 million, or 6.1%, primarily relating to variable compensation and higher employee insurance costs, as well as an increase of approximately 100 incremental sales headcount, $5.7 million increase in travel costs associated with our bi-annual Company meeting, a $5.4 million, or 9.9%, increase in service agreements and professional fees, excluding discrete expenses for certain one-time projects, a $5.9 million increase in real estate and occupancy costs, and a $2.3 million increase in marketing and advertising expense.
Previous report
Adjusted EBITDA: Adjusted EBITDA decreased $57.4 million, or 7%, to $721.0 million for the nine months ended September 30, 2025 from $778.4 million for the nine months ended September 30, 2024. The decrease was driven by a $47.5 million decrease in leasing gross profit and decreased delivery and installation gross profit of $20.9 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The decrease was partially offset by decreased SG&A, excluding discrete costs, of $8.8 million. The net impact to Adjusted EBITDA of write-offs recorded as a reduction to revenue and the provision for credit losses recorded in SG&A was a $37.6 million and $45.3 million reduction to Adjusted EBITDA for the nine months ended September 30, 2025 and the nine months ended September 30, 2024, respectively, thus resulting in a $7.7 million positive impact to Adjusted EBITDA year over year.
Previous report
Other depreciation and amortization: Other depreciation and amortization increased $12.6 million to $71.8 million for the nine months ended September 30, 2025 as compared to $59.2 million for the nine months ended September 30, 2024, primarily related to the amortization of the Mobile Mini trade name beginning in the third quarter of 2024.
Previous report
Termination fee: We paid a termination fee of $180.0 million to McGrath related to the termination of a merger agreement during the nine months ended September 30, 2024. This charge did not occur in 2025.
Previous report
Impairment loss on intangible asset: Impairment loss on intangible asset was $132.5 million for the nine months ended September 30, 2024 related to the impairment of the Mobile Mini trade name based on the Company's plan to rebrand under a single WillScot brand name and discontinue the use of the Mobile Mini trade name.
Previous report
Interest expense, net: Interest expense increased $8.0 million to $175.9 million for the nine months ended September 30, 2025 from $168.0 million for the nine months ended September 30, 2024. The increase in net interest expense was driven by a decrease in amounts received from the Company’s interest rate swap agreements as a result of decreased benchmark rates.
Previous report
Income tax expense (benefit): Income tax expense increased $72.3 million to expense of $54.9 million for the nine months ended September 30, 2025 as compared to a benefit of $17.4 million for the nine months ended September 30, 2024. The increase in expense was driven by an increase in income before income tax for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Previous report
Capital expenditures for rental equipment: Capital expenditures for rental equipment increased $31.9 million, or 15%, to $238.8 million for the nine months ended September 30, 2025 from $207.0 million for the nine months ended September 30, 2024. Net CAPEX increased $27.7 million, or 16%, to $205.8 million for the nine months ended September 30, 2025 from $178.1 million for the nine months ended September 30, 2024 primarily driven by the increase in capital expenditures for rental equipment.
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Reworded paragraphs (55)
Previous wording
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the operations and present business environment of WillScot Holdings Corporation (“WillScot”) and its subsidiaries (collectively with WillScot, the “Company,” “we,” “us” or “our”). MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1 of this report. The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three and nine months ended September 30, 2025 or prior periods.
Current wording
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the operations and present business environment of WillScot Holdings Corporation (“WillScot”) and its subsidiaries (collectively with WillScot, the “Company,” “we,” “us” or “our”). MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, contained in Part I, Item 1. Financial Statements of this Quarterly Report on Form 10-Q. All references to "Notes" in this MD&A are to the notes to our financial statements. The discussion of results of operations in this MD&A is presented on a historical basis, as of or for the three months ended March 31, 2026 or prior periods.
Previous wording
The financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). We use certain non-GAAP financial metrics to supplement the GAAP reported results to highlight key metrics that are used by management to evaluate Company performance. Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the Reconciliation of Non-GAAP Financial Measures section of MD&A.
Current wording
The financial statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). We use certain non-GAAP financial measures to supplement the GAAP reported results to highlight key metrics that are used by management to evaluate Company performance. Reconciliations of GAAP financial information to the disclosed non-GAAP measures are provided in the "Reconciliation of Non-GAAP Financial Measures" section of MD&A.
Previous wording
We are a leading business services provider specializing in innovative and flexible turnkey space solutions. We offer our customers an extensive selection of space solutions with approximately 150,000 modular space units and 210,000 portable storage units in our fleet. Our diverse product offering includes:
Current wording
We are a leading business services provider specializing in innovative and flexible turnkey space solutions. We offer our customers an extensive selection of space solutions with over 129,000 modular space units and over 175,000 portable storage units in our fleet. Our diverse product offering includes:
Previous wording
•Modular Space Solutions: modular office complexes, mobile offices, classrooms, blast-resistant modules, clearspan structures and sanitation solutions.
Current wording
•Modular Space Solutions: modular office complexes, mobile offices, classrooms, ground level offices, blast-resistant modules, clearspan structures and sanitation solutions.
Previous wording
We operate a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, site work, installation, disassembly, removal and other services to our customers for an additional fee as part of our leasing and sales operations. We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico. As of September 30, 2025, our branch network included approximately 260 branch locations and additional drop lots to service our over 85,000 customers.
Current wording
We operate a hybrid in-house and outsourced logistics and service infrastructure that provides delivery, sitework, installation, disassembly, removal and other services to our customers for an additional fee as part of our leasing and sales operations. We also provide incremental value to our customers by providing other services, including technical expertise and oversight for customers regarding building design and permitting, site preparation, and project management, including expansion or contraction of installed space based on changes in project requirements. We service diverse end markets across all sectors of the economy throughout the United States ("US"), Canada, and Mexico. As of March 31, 2026, our branch network included approximately 250 branch locations and additional drop lots to service our over 85,000 customers.
Previous wording
We primarily lease, rather than sell, our space solutions to customers, which results in a diversified and predictable recurring revenue stream. Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease, or enterprise account agreements. Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle. Initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us. Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, is approximately 41 months. We believe our lease revenue is predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio. We complement our core leasing business by selling both new and used units, allowing us to leverage scale, achieve purchasing benefits, and redeploy capital employed in our lease fleet.
Current wording
We primarily lease, rather than sell, our space solutions to customers, which results in a diversified and predictable recurring revenue stream. Over 90% of new lease orders are on our standard lease agreement, pre-negotiated master lease, or enterprise account agreements. Rental contracts with customers are generally based on a 28-day or monthly rate and billing cycle. The initial lease periods vary, and our leases are customarily renewable on a month-to-month basis after their initial term and continue until cancelled by the customer or us. Given that our customers value flexibility, they consistently extend their leases or renew on a month-to-month basis such that the average effective duration of our consolidated lease portfolio, excluding seasonal portable storage units, was approximately 40 months as of March 31, 2026. We believe our lease revenue is predictable due to its recurring nature and the underlying stability and diversification of our lease portfolio. We complement our core leasing business by selling both new and used units, allowing us to leverage scale, achieve purchasing benefits, and redeploy capital employed in our lease fleet.
Previous wording
Our customers operate in a diversified set of end markets, including construction and infrastructure, commercial and industrial, energy and natural resources, and government and institutions. Core to our operating model is the ability to redeploy standardized assets across end markets. We track several leading market indicators to predict demand, including Gross Domestic Product in North America, the Architecture Billings Index, and non-residential construction square foot starts. These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 85% of our revenues for the nine months ended September 30, 2025.
Current wording
Our customers operate in a diversified set of end markets, including construction and infrastructure, commercial and industrial, energy and natural resources, and government and institutions. Core to our operating model is the ability to redeploy standardized assets across end markets. We track several leading market indicators to predict demand, including Gross Domestic Product in North America, the Architecture Billings Index, and non-residential construction square foot starts. These indicators, among others, support our demand forecast for our two largest end markets, the commercial and industrial sector and the construction and infrastructure market, which collectively accounted for approximately 87% of our revenues for the three months ended March 31, 2026.
Previous wording
On February 18, 2025, our Board of Directors approved a quarterly dividend program. Under the program, subject to declaration by the Board of Directors, dividends will be payable on the third Wednesday of the third month of each calendar quarter to stockholders of record as of the first Wednesday of that same month. In February, May, and July 2025, our Board of Directors declared quarterly dividends of $0.07 per share, totaling $13.0 million, $12.9 million, and $12.9, respectively. Dividends paid were $38.4 million for thenine months ended September 30, 2025. The Company intends to continue its quarterly dividend program, subject to Board approval and based on available cash flow, capital allocation priorities, and market conditions.
Current wording
In February 2026, our Board of Directors declared a quarterly dividend of $0.07 per share. Dividends paid were $12.7 million for thethree months ended March 31, 2026. We intend to continue our quarterly dividend program, subject to Board approval, the requirements of our debt instruments, and based on available cash flow, capital allocation priorities, and market conditions.
Previous wording
During the nine months ended September 30, 2025, we repurchased 2,924,846 shares of Common Stock for $80.2 million, excluding excise tax. As of September 30, 2025, $741.7 million of the authorization for future repurchases of the Common Stock remained available. We executed share repurchases as part of our capital allocation strategy to enhance shareholder value and optimize capital deployment in light of current market valuations.
Current wording
During the three months ended March 31, 2026, we repurchased 352,900 shares of Common Stock for $7.3 million, excluding excise tax. As of March 31, 2026, $717.1 million of the authorization for future repurchases of the Common Stock remained available. We executed share repurchases as part of our capital allocation strategy to enhance shareholder value and optimize capital deployment in light of current market valuations. Refer to Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds included in this Quarterly Report on Form 10-Q for more information on our share repurchase program.
Previous wording
•Leasing revenue decreased $21.4 million, or 4.7%, driven by an increase of $15.5 million of write-offs of aged receivables deemed uncollectible recorded as a reduction to revenue, a decrease in total average units on rent of 22,461, or 10.3%, partially offset by a 8.8% increase in average monthly rates. Reductions in non-residential construction project start activity as a result of higher interest rates reduced demand for our services, which resulted in fewer deliveries. Seasonal retail demand, primarily for storage containers, was down $2.6 million year-over-year.
Current wording
•Leasing revenue decreased $8.9 million, or 2.0%, driven by a decrease in total average units on rent of 14,715, or 7.3%, and an increase of $2.4 million of write-offs of aged receivables deemed uncollectible recorded as a reduction to revenue, partially offset by a 6.2% increase in average monthly rates and increased activations in all product lines despite reductions in non-residential construction project start activity.
Previous wording
•Sales revenue: new unit sales revenue increased $0.5 million, or 2.9%, and rental unit sales revenue increased $2.5 million, or 18.8%.
Current wording
•Sales revenue: new unit sales revenue decreased $13.4 million, or 59.9%, and rental unit sales revenue increased $0.5 million, or 3.7%.
Previous wording
•Generated Adjusted EBITDA of $243.3 million for the three months ended September 30, 2025, representing a decrease of $23.6 million, or 8.8%, as compared to the same period in 2024.
Current wording
•Generated Adjusted EBITDA of $211.0 million for the three months ended March 31, 2026, representing a decrease of $17.8 million, or 7.8%, as compared to the same period in 2025.
Previous wording
•Net cash provided by operating activities increased $192.7 million to $191.2 million cash provided by operating activities for the three months ended September 30, 2025 from $1.6 million net cash used in operating activities for the three months ended September 30, 2024. The increase in net cash provided by operating activities was primarily due to the payment of $203.3 million for the McGrath termination fee and transaction costs from terminated acquisitions during the three months ended September 30, 2024.
Current wording
•Net cash provided by operating activities decreased $15.6 million to $191.1 million cash provided by operating activities for the three months ended March 31, 2026 from $206.6 million net cash used in operating activities for the three months ended March 31, 2025.
Previous wording
•Net cash used in investing activities, excluding cash used for acquisitions, increased by $7.5 million. Capital expenditures for rental equipment increased $11.6 million for the three months ended September 30, 2025. Net CAPEX increased $10.4 million for the three months ended September 30, 2025.
Current wording
•Net cash used in investing activities, excluding cash used for acquisitions, increased by $22.6 million. Capital expenditures for rental equipment increased $29.4 million for the three months ended March 31, 2026. The increase in capital expenditures was driven by an increase in activations for large complex projects. Net capital expenditures ("Net CAPEX") increased $27.5 million for the three months ended March 31, 2026.
Previous wording
•Generated Adjusted Free Cash Flow of $122.2 million for the three months ended September 30, 2025 as compared to $143.1 million for the three months ended September 30, 2024. During the three months ended September 30, 2025, we deployed Adjusted Free Cash Flow to:
Current wording
•Generated Adjusted Free Cash Flow of $115.6 million for the three months ended March 31, 2026 as compared to $144.8 million for the three months ended March 31, 2025. During the three months ended March 31, 2026, we deployed Adjusted Free Cash Flow to:
Previous wording
•Reduce outstanding borrowings under the ABL Facility by $84.4 million.
Current wording
•Reduce outstanding borrowings under the senior secured asset-based revolving credit facility (the “ABL Facility”) by $75.1 million.
Previous wording
•Pay a $0.07 per share dividend, returning $12.8 million to our shareholders.
Current wording
•Pay a $0.07 per share dividend, returning $12.7 million to our shareholders.
Previous wording
•Repurchase $8.3 million of our Common Stock, reducing outstanding Common Stock by 296,805 shares.
Current wording
•Repurchase $7.3 million of our Common Stock, reducing outstanding Common Stock by 352,900 shares.
Previous wording
•We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining appropriate leverage, opportunistically executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions. We also believe our strong operating cash flow generation, countercyclical Net CAPEX profile, and $1.5 billion of available borrowing capacity under our Amended ABL Facility, provide ample liquidity to execute our strategy.
Current wording
•We believe that the predictability of our Adjusted Free Cash Flow allows us to pursue multiple capital allocation priorities opportunistically, including investing in organic opportunities that we see in the market, maintaining appropriate leverage, executing accretive acquisitions, and returning capital to shareholders via share repurchases and dividend distributions. We also believe our strong operating cash flow generation, countercyclical Net CAPEX profile, and $1.5 billion of available borrowing capacity under our ABL Facility, provide ample liquidity to execute our strategy.
Previous wording
In addition to using GAAP financial measurements to evaluate our operating results, we use Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow, which are non-GAAP financial measures. As such, we include in this Form 10-Q reconciliations to their most directly comparable GAAP financial measures. These reconciliations and descriptions of why we believe these measures provide useful information to investors, as well as a description of the limitations of these measures are included in "Reconciliation of non-GAAP Financial Measures."
Current wording
In addition to using GAAP financial measures to evaluate our operating results, we use Adjusted EBITDA, Net CAPEX, and Adjusted Free Cash Flow, which are non-GAAP financial measures. As such, we include in this Form 10-Q reconciliations to their most directly comparable GAAP financial measures. These reconciliations and descriptions of why we believe these measures provide useful information to investors, as well as a description of the limitations of these measures are included in "Reconciliation of Non-GAAP Financial Measures."
Previous wording
Total average units on rent for the three months ended September 30, 2025 and 2024 were 195,182 and 217,643, respectively, representing a decrease of 22,461 units, or 10.3%. Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.
Current wording
Total average units on rent for the three months ended March 31, 2026 and 2025 were 186,008 and 200,723, respectively, representing a decrease of 14,715 units, or 7.3%. Lower demand was driven by reduced non-residential construct ion project starts due to higher interest rates and increased economic uncertainty.
Previous wording
Modular space average units on rent decreased 5,521 units, or 5.8%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The average modular space utilization rate during the three months ended September 30, 2025 was 59.3% as compared to 62.1% during the same period in 2024. The decline in modular space units on rent was primarily driven by weaker non-residential construction starts.
Current wording
Modular space average units on rent decreased 2,856 units, or 3.2%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The average modular space utilization rate during the three months ended March 31, 2026 was 68.0% as compared to 59.3% during the same period in 2025 due to a decrease in the number of modular space units in our fleet as a result of our Network Optimization Plan. The decline in modular space units on rent was primarily driven by weaker non-residential construction starts.
Previous wording
Portable storage average units on rent decreased by 16,940 units, or 13.8%, for the three months ended September 30, 2025 driven by lower demand in 2025, as well as lower orders related to seasonal retail business that typically occurs in the third and fourth quarters. The average portable storage unit utilization rate during the three months ended September 30, 2025 was 50.3% as compared to 58.1% during the same period in 2024.
Current wording
Portable storage average units on rent decreased by 11,859 units, or 10.8%, for the three months ended March 31, 2026 driven by lower demand. The average portable storage unit utilization rate during the three months ended March 31, 2026 was 55.9% as compared to 52.6% during the same period in 2025 due to a decrease in the number of portable storage units in our fleet as a result of our Network Optimization Plan.
Previous wording
Modular space average monthly rental rates increased 4.6% year over year to $1,254 for the three months ended September 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities. Average portable storage monthly rental rates increased 9.6% year over year to $290 for the three months ended September 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers. Total VAPS revenues, which were included in leasing revenue, were $100.2 million for both the three months ended September 30, 2025 and 2024.
Current wording
Modular space average monthly rental rates increased 2.6% year over year to $1,240 for the three months ended March 31, 2026, driven by our long-term price optimization strategies and VAPS penetration opportunities. Average portable storage monthly rental rates increased 6.4% year over year to $284 for the three months ended March 31, 2026 as a result of the mix effects from higher rates on climate-controlled containers and trailers. Total VAPS revenues, which were included in leasing revenue, increased to $97.1 million for the three months ended March 31, 2026 from $96.3 million for the three months ended March 31, 2025.
Previous wording
Gross profit: Gross profit decreased $39.9 million, or 12.4%, to $281.6 million for the three months ended September 30, 2025 from $321.5 million for the three months ended September 30, 2024. The decrease in gross profit was a result of a $22.9 million decrease in leasing gross profit, decreased delivery and installation gross profit of $6.5 million, a $3.1 million decrease in new and rental unit sales gross profit, and a $7.4 million increase in depreciation of rental equipment. The decrease in leasing gross profit was primarily driven by lower demand in 2025 and the increased accounts receivable write-offs. A $7.3 million increase in depreciation of rental equipment was driven by incremental depreciation recorded for rental equipment identified for disposal as part of the Company's network optimization initiative.
Current wording
Gross profit: Gross profit decreased $14.7 million, or 4.9%, to $285.7 million for the three months ended March 31, 2026 from $300.4 million for the three months ended March 31, 2025. The decrease in gross profit was a result of a $16.8 million decrease in leasing gross profit and a $4.5 million decrease in new and rental unit sales gross profit. The decrease was partially offset by a $5.2 million decrease in depreciation of rental equipment from our Network Optimization Plan and increased delivery and installation gross profit of $1.4 million. The decrease in leasing gross profit was primarily driven by a decline in units on rent over the course of 2025, an $8.0 million increase in cost of leasing as further described below, and an increase in accounts receivable write-offs during the three months ended March 31, 2026.
Previous wording
Cost of leasing and services decreased by $8.2 million, or 4.4%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, driven primarily by a decrease in subcontractor costs of $17.0 million, or 22.8%, as we continued our insourcing initiatives and reduced variable costs to match demand, partially offset by an increase in materials costs of $1.3 million, or 5.9%, and an increase in labor costs of $4.2 million, or 6.3%. Increased material costs and labor costs were driven by increased sitework expense associated with an increased mix of large, complex projects. We expect to continue adjusting variable costs where appropriate to match demand in the fourth quarter of 2025.
Current wording
Cost of leasing and services increased by $17.4 million, or 10.8%, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, driven primarily by an increase in subcontractor costs of $9.7 million, or 18.8%, an increase in materials costs of $4.6 million, or 23.5%, and an increase in labor costs of $2.7 million, or 4.2%. These Increased costs drove an $8.9 million increase to installation expense and an $8.0 million increase to cost of leasing primarily to support additional large complex demand.
Previous wording
Cost of sales increased by $6.1 million, or 38.1%, driven by an increased mix of sales of higher value new units. Our resulting gross profit percentage was 49.7% and 53.5% for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Cost of sales decreased by $8.4 million, or 36.1%, primarily driven by lower sales volume. Our resulting gross profit percentage was 52.1% and 53.7% for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Selling, general and administrative expense: SG&A decreased $15.6 million, or 10.2%, to $137.7 million for the three months ended September 30, 2025, as compared to $153.3 million for the three months ended September 30, 2024. The decrease was driven by a $6.8 million decrease in legal and professional fees primarily related to our terminated acquisition of McGrath in 2024, a $23.1 million decrease in the provision for credit losses, and a $2.5 million decrease in restructuring costs. These decreased costs were partially offset by a $13.7 million increase in employee SG&A excluding stock compensation, which was primarily related to variable compensation and higher employee insurance costs, as well as an increase of approximately 100 incremental sales headcount, a $2.3 million increase in real estate and occupancy costs, and a $1.3 million increase in service agreements and professional fees
Current wording
Selling, general and administrative expense: SG&A decreased $2.8 million, or 1.8%, to $154.0 million for the three months ended March 31, 2026, as compared to $156.8 million for the three months ended March 31, 2025. The decrease was driven by a $5.3 million decrease in travel and entertainment expense and a $3.3 million decrease in service agreements and professional fees. These decreased costs were partially offset by a $3.4 million increase in employee SG&A excluding stock compensation, which was primarily related to variable compensation, and a $2.7 million increase in the provision for credit losses.
Previous wording
Other depreciation and amortization: Other depreciation and amortization increased $1.3 million to $24.4 million for the three months ended September 30, 2025 as compared to $23.1 million for the three months ended September 30, 2024.
Current wording
Other depreciation and amortization: Other depreciation and amortization increased $0.5 million to $23.7 million for the three months ended March 31, 2026 as compared to $23.1 million for the three months ended March 31, 2025.
Previous wording
Interest expense, net: Interest expense, net increased $2.6 million, or 4.7%, to $58.5 million for the three months ended September 30, 2025 from $55.8 million for the three months ended September 30, 2024. The increase in net interest expense was driven by a decrease in amounts received from the Company’s interest rate swap agreements as a result of decreased benchmark rates.
Current wording
Interest expense, net: Interest expense, net decreased $4.9 million, or 8.3%, to $53.6 million for the three months ended March 31, 2026 from $58.5 million for the three months ended March 31, 2025. The decrease in net interest expense was driven by a decrease in outstanding debt and our overall weighted average interest rate.
Previous wording
Income tax expense (benefit): Income tax expense was $17.0 million for the three months ended September 30, 2025 compared to income tax benefit of $20.6 million for the three months ended September 30, 2024, an increase in expense of $37.6 million. The increase in expense was primarily driven by an increase in income before income tax for the three months ended September 30, 2025.
Current wording
Income tax expense: Income tax expense was $14.9 million for the three months ended March 31, 2026 compared to $17.9 million for the three months ended March 31, 2025, a decrease in expense of $3.0 million. The decrease in expense was primarily driven by a decrease in income before income tax for the three months ended March 31, 2026.
Previous wording
In addition to using GAAP financial measurements, we use certain non-GAAP financial measures to evaluate our operating results. As such, we include in this Quarterly Report on Form 10-Q reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures. Set forth below are definitions and reconciliations to the nearest comparable GAAP measure of certain non-GAAP financial measures used in this Quarterly Report on Form 10-Q along with descriptions of why we believe these measures provide useful information to investors as well as a description of the limitations of these measures. Each of these non-GAAP financial measures has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for analysis of, results reported under GAAP. Our measurements of these metrics may not be comparable to similarly titled measures of other companies.
Current wording
In addition to using GAAP financial measurements, we use certain non-GAAP financial measures to evaluate our operating results. Set forth below are definitions of the non-GAAP financial measures used in this Quarterly Report on Form 10-Q, reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, and the reasons why we believe these measures provide useful information to investors. Each of these non-GAAP financial measures has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for analysis of, results reported under GAAP. Our measurements of these metrics may not be comparable to similarly titled measures of other companies.
Previous wording
We define EBITDA as net income (loss) plus net 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:
Current wording
We define EBITDA as net income plus net 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:
Previous wording
•Other expense, including 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, costs to implement a network optimization initiative, non-equity executive transition costs, and unrealized gains and losses on investments.
Current wording
•Other expense, including 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, unrealized gains and losses on investments, costs to implement the Company's real estate exits prior to the approval of the Network Optimization Plan, and non-equity executive transition costs.
Previous wording
Our Chief Operating Decision Maker evaluates business performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income to Adjusted EBITDA below. Management believes that evaluating performance excluding such items is meaningful because it provides insight with respect to the intrinsic and ongoing operating results of the Company and captures the business performance inclusive of indirect costs.
Current wording
The following table provides reconciliations of net income to Adjusted EBITDA:
Previous wording
For the three and nine months ended September 30, 2025, other included $1.5 million in costs to implement the Company's network optimization initiative and $1.3 million in non-equity executive transition costs.
Current wording
(a) For the three months ended March 31, 2026, other included $1.8 million in non-equity executive transition costs.
Previous wording
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. Management believes that the presentation of Net CAPEX provides useful information regarding the net capital invested in our rental fleet and property, plant and equipment each year to assist in analyzing the performance of our business.
Current wording
We define Net CAPEX as purchases of rental equipment and refurbishments and purchases of property, plant and equipment, less proceeds from the sale of rental equipment (excluding proceeds from the implementation of the Network Optimization Plan and real estate exits prior to the approval of the Network Optimization Plan) and proceeds from the sale of property, plant and equipment, which are all included in cash flows from investing activities. Management believes that the presentation of Net CAPEX provides useful information regarding the net capital invested in our rental fleet and property, plant and equipment each year to assist in analyzing the performance of our business. The following table provides reconciliations of Net CAPEX:
Previous wording
We define Adjusted Free Cash Flow as net cash provided by operating activities; less purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activities; excluding one-time, nonrecurring payments for transaction costs from terminated acquisitions. Management believes that the presentation of Adjusted Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation alternatives.
Current wording
We define Adjusted Free Cash Flow as net cash provided by operating activities; less purchases of rental equipment and property, plant and equipment and plus proceeds from sale of rental equipment and property, plant and equipment, which are all included in cash flows from investing activities; and excluding payments for and proceeds from the implementation of the Network Optimization Plan and real estate exits prior to the approval of the Network Optimization Plan and payments for executive transition costs. Management believes that the presentation of Adjusted Free Cash Flow provides useful additional information concerning cash flow available to fund our capital allocation alternatives and allows investors to compare cash generation performance over various reporting periods and against peers. The following table provides reconciliations of net cash provided by operating activities to Adjusted Free Cash Flow.
Previous wording
WillScot is a holding company that derives its operating cash flow from its operating subsidiaries. Our principal sources of liquidity include cash flows generated from operating activities of our subsidiaries, borrowings under our ABL Facility, and issuance of debt securities. We have consistently accessed the debt and equity capital markets both opportunistically and as necessary to support the growth of our business, desired leverage levels, and other capital allocation priorities. We believe we have ample liquidity in the ABL Facility and are generating substantial Adjusted Free Cash Flow, which together support both organic operations and other capital allocation priorities. We believe that our liquidity sources are sufficient to satisfy our anticipated operating, debt service, and capital cash requirements over the next twelve months and thereafter for the foreseeable future.
Current wording
Our principal sources of liquidity include cash flows generated from operating activities, borrowings under our ABL Facility, and sales of debt securities. We have consistently accessed the debt and equity capital markets both opportunistically and as necessary to support the growth of our business, desired leverage levels, and other capital allocation priorities. We believe we have ample liquidity in the ABL Facility and are generating substantial Adjusted Free Cash Flow, which together support both organic operations and other capital allocation priorities. We believe that our liquidity sources are sufficient to satisfy our anticipated operating, debt service, and capital cash requirements over the next twelve months and thereafter for the foreseeable future.
Previous wording
We continuously review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan. In addition, we continue to evaluate alternatives to optimize our capital structure, which could include the issuance or repurchase of additional unsecured and secured debt, equity securities and/or equity-linked securities. There can be no assurance as to the timing of any such issuance or repurchase. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. Availability of financing and the associated terms are inherently dependent on the debt and equity capital markets and subject to change. From time to time, we may also seek to streamline our capital structure and improve our financial position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.
Current wording
We regularly review available acquisition opportunities with the awareness that any such acquisition may require us to incur additional debt to finance the acquisition and/or to issue shares of our Common Stock or other equity securities as acquisition consideration or as part of an overall financing plan. In addition, we continue to evaluate alternatives to optimize our capital structure, which could include the issuance or repurchase of additional unsecured and secured debt, equity securities and/or equity-linked securities. There can be no assurance as to the timing of any such issuance or repurchase. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. Availability of financing and the associated terms are inherently dependent on the debt and equity capital markets and subject to change. From time to time, we may also seek to streamline our capital structure and improve our financial position through refinancing or restructuring our existing debt or retiring certain of our securities for cash or other consideration.
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Previous report — wording carried elsewhere
Certain consolidated results of operations for the nine months ended September 30, 2025 and 2024 are presented below.
Previous report — wording carried elsewhere
Total average units on rent for the nine months ended September 30, 2025 and 2024 were 197,905 and 221,774, respectively. Lower demand was driven by reduced non-residential construction project starts due to higher interest rates and increased economic uncertainty.
Previous report — wording carried elsewhere
Modular space average monthly rental rates increased 4.9% to $1,232 for the nine months ended September 30, 2025, driven by our long-term price optimization strategies and VAPS penetration opportunities. Average portable storage monthly rental rates increased 6.1% to $279 for the nine months ended September 30, 2025 as a result of the mix effects from higher rates on climate-controlled containers and trailers. Total VAPS revenues, which are included in leasing revenues, were $296.6 million for both the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
The following table provides reconciliations of Net CAPEX:
Previous report — wording carried elsewhere
The following table provides a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow.