Welcome to the Third Quarter 2023 WillScot Mobile Mini Earnings Conference Call. My name is Tanya, and I will be your operator for today’s call. At this time, all participants are in a listen-only mode. later we will conduct a question-and-answer session. Please note that this conference is being recorded. I will now turn the call over to Nick Girardi, Senior Director of Treasury and Investor Relations. Nick, you may begin.

Good morning. And welcome to the WillScot Mobile Mini third quarter 2023 earnings call. Participants on today’s call include Brad Soultz, Chief Executive Officer; and Tim Boswell, President and Chief Financial Officer. Today’s presentation material may be found on the Investor Relations section of the WillScot Mobile Mini website. Slide two contains our Safe Harbor statement. We will be making forward-looking statements during the presentation and our Q&A session. Business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control. As a result, our actual results may differ materially from today’s comments. For a more complete description of the factors that could cause actual results to differ and other possible risks, please refer to the Safe Harbor statement in our presentation and our filings with the SEC. With that, I will turn the call over to Brad Soultz.

Thanks, Nick. Good morning to everyone. Thank you for joining us today. I am Brad Soultz, Chief Executive Officer of WillScot Mobile Mini. Now starting on slide 16, our company is delivering record financial performance. revenue, adjusted EBITDA, margins, free cash flow and return on invested capital are at our highest levels in our history. Our strong return profile and cash flow generation are driven by consistent execution by our team, as well as the many idiosyncratic levers that we have built into our portfolio. We have multiple ways to win in any macro environment, which makes our financial performance very predictable. Over the last 12 months, we have generated almost $3 of free cash flow per share and using our share repurchase authorization, we have reduced our economic share count by 9.2% over the last 12 months and by nearly 20% over the last three years. We believe the combination of capital allocation and our continued operational execution represents a reliable formula to deliver consistent compound returns to our long-term shareholders over time. Now when I think about investing on a company, my thesis comes down to three main points. First, our $1 billion of idiosyncratic and very predictable growth levels are largely within our control. Keep in mind that we initially defined this $1 billion growth lever portfolio in late 2021 and it is still a $1 billion portfolio. Meanwhile, we have been consistently harvesting and reloading it, whilst we have grown EBITDA by over $300 million. And you will recall that our ever-expanding VAPS portfolio represents $500 million or about half of this portfolio. Among other points that Tim will highlight later, I was pleased to see our most recent Modular VAPS delivery rates inflect strongly following the CRM changes we implemented in all of it. Second,…

Thank you, Brad, and good morning, everyone. Page 21 shows a high level summary of the quarter. All of our financial KPIs are performing at record levels as we approach 2024. The business continues to perform as expected in this environment. Our strong financial performance during the quarter was driven by continued pricing discipline, growing VAPS penetration, excellent margin performance across all revenue streams and continued cost discipline. Adjusted EBITDA margin was up 250 basis points year-over-year. So our longer term margin expansion trend remains on track, and supported by our cost management initiatives and technology investments. We generated $148 million of free cash flow in Q3, with $533 million of free cash flow over the last 12 months. As of October 27, that represents approximately $2.80 of free cash flow per share, which has more than doubled over the last two years and we remain on track to eclipse the longer term $4 of free cash flow per share milestone that we committed at our last Investor Day and within the timeframe that we committed. We closed 11 tuck-in acquisitions over the last 12 months, representing almost $500 million of capital invested and the tuck-in pipeline looks consistent heading into 2024. Return on invested capital was 18% over the last 12 months. We see further upside to this metric. And more importantly, we are discovering new ways to reinvest in our business, as you have seen with some of the recent extensions of our space offering. And we continue to return capital to shareholders at rates well above any benchmark. With our economic share count down 9.2% over the last 12 months, we believe the repurchases are highly accretive for our long-term shareholders, a group which includes our leadership team here. Page 22 lays out revenue and adjusted EBITDA…

Thank you, Tim. And as always, thank you to our customers for your continued support, thank you to our shareholders for their continued trust with our capital and thank you to our employees for their hard work to deliver on our team’s commitments. I wish all of you listening today continued safety and good health. This concludes our prepared remarks. Operator, would you please open the line for questions.

Certainly. [Operator Instructions] Our first question will come from Andy Wittmann of Baird. Your line is open. And again, our first question will come from Andy Wittmann of Baird. Your line is open.

Andy, we can’t hear you if you are on and why don’t we just go on to the next question, please.

I am removing Andy now. And our next question will come from Seth Weber of Wells. Your line is open.

Hi. Good morning. Good morning, guys. Thanks for taking my question. Tim, I just wanted to go back to your -- one of your last comments there about fourth quarter margin. It sounds like kind of flattish, maybe flat to down for the quarter on a year-over-year basis. Can you just give a little bit more detail on what’s going on there and then why that would -- why margin expansion would reaccelerate again next year? Thanks.

Yeah. Seth, I think, the only significant difference versus Q4 of 2022 would be the seasonal retail Storage volumes and transportation that would have been flowing into last year. And the seasonal volumes on rent and Storage are down circa 6,000 units year-over-year and the transportation timing also plays into that. So it’s really nothing more than that. We are seeing a nice sequential build in Storage volumes from Q3 into Q4, as you would expect, not to the same degree we had last year. That’s the primary contributor there.

Okay. Thanks. And then maybe just sticking on the retail angle. Can you just talk about your confidence in some of the projects that have gotten pushed this year that they will happen next year? Are you hearing anything about that or just how we should be thinking about that 2024 versus 2023 for that segment in particular? Thanks.

Yeah. The starting point is I don’t see how it could get any worse than it was this year. I am not saying that…

Yeah.

I am not saying that flippantly. I just don’t see it as a risk going into 2024 and it is the type of business that can recover quite quickly. You have seen some store CapEx announcements from larger retailers going into next year. It’s a little soon to kind of know exactly the timing and magnitude of the demand implications for us. But I kind of view that as a positive and an opportunity going into next year. This was very soft from a remodel standpoint and that business will be in some cases, direct with the retailers, Seth, and in other cases, direct with local contractors who then work with us on a recurring basis. So we have to kind of aggregate the demand across both of those channels to get a clear picture of where that shapes up for 2024.

Got it. Okay. Thank you, guys. I appreciate it.

And one moment for our next question. And our next question will come from Scott Schneeberger of Oppenheimer & Co. Your line is open.

Thanks very much. Brad, I think, I will focus my first question on the VAPS LTM delivered rate. If you can just recap you were kind of bundled and then à la carte seemingly back to bundled in August. What trends have you seen since August, we saw the number for the quarter? I just want to get a sense of how we should expect that to trend going forward since you made the switch back? Thanks.

Yeah. Scott, as I mentioned in my prepared remarks, it’s inflected pretty positively and strongly post those changes that we implemented really in mid-August that we alluded to or spoke about on our last call. So quite pleased with that and as you can do the math for the LTM to roll through, you are probably looking into next year before you see it inflect on an LTM basis, but early signs are encouraging.

Okay. Thanks, Brad. Appreciate that. For my follow-up, these new acquisitions, certainly sizable with the largest that we have seen since the big merger back in 2020 and they sound interesting look forward to hearing about them at Investor Day and what they do for your target addressable market and how those can grow. So it sounds great, and certainly, the reason that the EBITDA increased, but I think there might be some concern out there of just hey, acquisitive growth versus organic? Just want to get a sense, it looks like you are still delivering solid organic growth and the business is running well, but because the acquisitions are in their closet a bit, I was wondering if you could speak a bit to how you are thinking about organic growth, I mean, here and beyond? Thanks.

Yeah. Scott, this is Tim. And I mentioned this in my prepared remarks. If we kind of dissect lease revenue and you got to strip out transportation and strip out sales, right, because when we are acquiring businesses, we are typically focused on the lease revenue line and the delivery and installation will fluctuate period-to-period based on other drivers. But if we just look at the $38 million year-over-year increase in lease revenue, approximately 60% of that increase is organic and that’s primarily driven by pricing in value-added products, offset by some organic volume loss. That’s no surprise, right? And then if you think about the acquisitions that we made leading up to Q3 and assume kind of like a 4.5 times multiple on lease revenue, you can start to back into what I think that inorganic lease revenue contribution is and then those Q3 acquisitions, while larger, we got maybe a month of contribution from those in Q3. So I am actually really happy with the organic, inorganic mix in the quarter. And based on the magnitude of the tuck-in acquisitions that we are doing, if we stay in this range in terms of enterprise value deployed, that organic/inorganic mix really shouldn’t change very much.

Great. Thanks. I appreciate the color, Tim. I will turn over.

And one moment for our next question. And our next question will be coming from Tim Mulrooney of William Blair. Your line is open.

Hey, Tim. That was helpful. I just want to build on that last question a little bit and ask it more directly. How much do you expect acquisitions completed in the last 12 months to contribute to revenue and EBITDA in the fourth quarter?

In the last 12 months in the fourth quarter, let’s see, Tim.

Just curious how much you think M&A is going to…

Yeah.

… contribute just so that we can figure out, okay, how much of that guidance raise was due to M&A, how much was due to organic? Just trying to hold in…

Yeah. Well…

… on those numbers?

That’s an easy one, Tim. If we just do it from an EBITDA standpoint. I said in the prepared remarks, the core business is performing to the prior midpoint of about $1.50 billion and so that I would say the entire guidance increase at the midpoint of about $7.5 million is driven by the acquisitions in Q3.

Perfect. Okay. Thank you. And then the Modular, the average rental rates, we saw it decelerate a little bit from 17% in the second quarter to 14% in the third quarter. Just curious how much of that is due to a slowdown in spot rate increases and how much of that might be due to other factors like VAPs or other things.

It’s been roughly flat in terms of the mix between the unit pricing trajectory, Tim. And the value-added products contribution at least on that metric. So, frankly, changes of that magnitude of a percentage point here or there, I don’t really consider that to be meaningful.

Okay. Thank you.

And one moment for our next question. Our next question will be coming from Steven Ramsey of Thompson Research Group. Your line is open.

Hey. Good morning. It’s actually Brian Biros on for Steven. Thank you for taking my questions. First on the acquired companies recently seem to be in attractive adjacencies. Can you just touch on how much investment is needed to get these up to par with your core and maybe just reach their full potential and any time line for that?

I am going to answer. This is Tim. I am going to answer it a little bit differently and we can quantify more precisely the timing and magnitude of investments at the Investor Day. That is one of the intents. You can assume the unit economics are as good or better than any other fleet category in the portfolio, right? And as such, we are more than happy to invest organically behind both of these categories and there are inorganic opportunities as well through bolt-on M&A that we can use to supplement that. I think in terms of overall capital expenditure expectations going into next year, I still think centering on that $275 million number with a relatively broad range around that is a good place to center, right? Sitting here right now, we won’t have to invest probably in the first half of the year organic CapEx in the Storage fleet as that utilization recovers. We will be investing in value-added products and we will certainly be investing behind these categories, as well as Modular refurbishments. And again, we will get more precise as we get into March of next year as some of these growth plans are still coming together. But I think you can assume that each of these categories has the potential to be at least as large as our ground level office category just as a data point that’s out there, and as such, we believe they are quite meaningful and quite attractive. So the teams are putting together those growth plans as we speak and we fully intend to invest behind them.

Understood. And second, I guess, just on Storage. Can you expand on how the -- maybe the retail season is shaping up here, you entering thinking around 70% utilization versus mid-80s a year ago? I think you mentioned some stuff earlier on the call, but just how does that change the pricing conversations, if at all?

Pricing conversation hasn’t changed a lot. This is Brad. Tim mentioned full stop the number of units we have on rent for seasonal Storage is down from last year, and you also recall last year, they went out quite early like starting in June, which is a full quarter earlier than normal. So it’s -- as I mentioned in the last quarter’s call, it started out, shaped up kind of in line with -- in terms of rate and timing from a more normal perspective, but it’s certainly below prior year. And as we sit here today, we are roughly 6,000 units on rent behind where we were about one year ago in that category.

Got it. Thank you.

And one moment for our next question. Our next question will come from Faiza Alwy. Your line is open.

Yes. Hi. Thanks and good morning. I wanted to ask about some of the macro trends that you are seeing and how you think that’s impacting the business in Storage versus Modular, because it feels like you are not really seeing a slowdown activity seems to be picking up in Modular relative to Storage. So just help us understand some of the dynamics there.

Hi, Faiza. This is Tim. I will start, Brad, provide any additional color. I mean, just think about the end market exposures to the two businesses. They are more like than different. I think we beat the retail exposure to death at this point in the Storage segment and that is the number one difference between the volume performance of the two segments. If you think about non-residential square footage starts, they will be down double digits this year as measured in square footage, right, which is the way to look at it, that will correlate most closely with the volume of equipment required and we see that impact roughly evenly distributed across the two segments. Sitting here right now, if you look at the Modular business and actually the Storage business as well, if you look at net new orders. I mean, the year-over-year improvements are actually quite exciting for us. I mean the Modular business, quoting activity is up about year-over-year and we are seeing pretty strong net new order increases year-over-year on the Storage business, although all caveat, the Storage business was effectively sold out last year, so it was harder to generate net new orders. So the leading indicators in our business right now actually are pretty encouraging going into the end of the year. And as you look at it like different end market indicators going into next year, quoting activity in our business probably being the most interesting, you still have contractor backlogs that are north of nine months. That’s a very healthy level, Associated Builders and Contractors Confidence Survey. You have got contractors projecting growth and employment growth over the next six months. So there are no objective indicators there that have us kind of concerned about the end market outlook going into next year. And then my comment earlier to Seth, the retail is not going to get any worse. So it can only really get better in 2024. So all of that has us -- our base case going into next year is this is a pretty stable outlook with some upside on the Storage volumes.

Yeah. This is Brad. The only thing I would add to that is while non-resi starts are down double-digits, as Tim mentioned, the absolute levels are still extremely robust by any historical metric, right? So we are working against tough comps in 2022, but these absolute levels are still extremely robust and it’s a great platform to build on leading into 2024.

Great. Thank you so much. And I wanted to follow up on capital allocation. So you have devoted more capital to acquisitions and done some of these interesting deals. Should we anticipate more acquisitions of the size sort of what just lay out some of your priorities again as it relates to capital allocation at this point?

Yeah. The priorities in the mix have not changed. It’s just very difficult, as you know, to pinpoint the timing and magnitude of any one transaction. Really, the only large -- larger transaction that we did was the A&M Cold Storage platform in August or September, right?

Yeah.

So everything else that we have done has been in that sub-$100 million enterprise value range, which is exactly where we have been transacting over the course of the last three years. And as we think about the 200-plus targets that are in our tuck-in pipeline, that’s the right magnitude to expect. And if we are doing between two and four of those per quarter, that’s pretty much the cadence we have been on for the last three years and I don’t see any real change in mix in terms of the composition of the tuck-in pipeline. In terms of overall capital allocation. I would just refer back to the page 25 in the deck. The target is we think we can deploy about 25% of our capital into those tuck-ins, as I just described. The organic CapEx will be about another 25%. That will be demand-driven. It will fluctuate period-to-period based on the need to add fleet and add VAPS and refurbishments. And we still see ample surplus capital in a leverage neutral framework, which is why shareholders have seen a 9% reduction in the share count over the last 12 months. And sitting here today, that’s a superb use of our capital and highly accretive long-term and we are going to continue to do it.

Thank you.

One moment for our next question. And our next question comes from Andy Wittmann of Baird. Your line is open. Again, Andy, your line is open. You may be muted. Okay. Moving forward, One moment. Our next question will be coming from Philip Ng of Jefferies. Philip, your line is open.

Hey, guys. This is Maggie [ph] on for Phil. Thanks for taking my question.

Hi, Maggie.

I wanted to start out, Brad. I think you mentioned in the prepared remarks, quoting activity for Modular was still up in that kind of 9% range year-over-year, but conversions have been a little softer. Can you talk about what’s driving that? Is that a pricing decision by the customer? Is that just timing and you expect that to flow-through out of greater lag. Can you just talk about what’s going on there?

Yeah. Conversions have been just slower and I think it’s primarily driven by labor constraints, backlogs at the general contractors.

Okay. And then digging in a little more to this cold storage solutions category. Just curious what the strategy is there? How much overlap is there with your existing customer base or end markets and is this a category where there’s going to be chunkier sized M&A deals in this space or still on that kind of tuck-in size range that you see in Modular and Storage?

Hi, Maggie. This is Tim. I will start with your second question. And I think the nature of the bolt-ons are actually quite similar to those that we have been executing in the other Modular and Storage categories. So this kind of fits squarely within our strategy. We have the best platform in the -- in North America and there are opportunities to build it, both organically and inorganically. It’s a very interesting category in terms of the complementary nature of both commercially and operationally. I will start operationally, because maintaining, delivering, picking up and dropping off this equipment is really no different, requires no different capabilities than we already have in both the Modular and the Storage segment. So this is very easy for us to execute, just leveraging the existing branch network that we have. I will note that at one point in time, we were actually A&M’s largest customer, because we were renting some of this equipment and then re-renting it to our existing customer base. And you can think about the relevant sectors as being largely outside the construction end market. You can think about any of the retail customers that we have. Any customers in pharmaceutical or in certain manufacturing categories. Certainly, many nodes within the foodservice supply chain and distribution supply chain. We are not just talking about food, things like cosmetics and materials that go into manufacturing processes that need to be kept at a certain temperature. There are a lot of different applications for those within our current customer base. It’s a category that we have been releasing historically over the years. Although not with the full force of our sales resources behind it. So incredibly excited about how this complements the existing platform, multiple organic and inorganic opportunities. There’s a pricing opportunity. There will definitely be a value-added products opportunity over time and we are really pleased with how the team has come together so far.

Okay. Great. Super helpful.

And one moment for our next question. And our next question will come from Manav Patnaik of Barclays. Your line is open.

Hi. Good morning. This is Ronan Kennedy on for Manav. Thank you for taking my question. Can I ask you guys please for an update on the latest on what you are seeing in terms of demand from megaprojects, the manufacturing trends such as reshoring, renewable investment, the infrastructure program or the fiscal programs as a whole and infrastructure. What you are seeing from that in terms of demand if you are starting to potentially comp over new starts there and then how that was contemplated in your guidance and kind of the assumptions there for volume?

Hi, Ronan. This is Tim. I’d say it’s kind of embedded in our outlook for non-residential construction activity, generally speaking. We don’t put a lot of credence into the forecasts that are out there. But if you look at prevailing non-resi square footage forecast for next year, they are flattish and that implies a pretty meaningful mix shift between kind of smaller non-resi projects, think about warehousing and commercial office is obviously being down and we are seeing a mix shift towards the larger, more complex situations that you alluded to. Here we can’t really track every single project and the ultimate funding source, but we can say based on magnitude of opportunities that we see and the prevalence of larger square footage opportunities that, that mix shift is absolutely happening, and from a competitive standpoint, that’s probably our sweet spot in the area where we are best positioned. So, overall, we are not assuming a major increase in non-residential construction activity in 2024. But as Brad mentioned, if we stay stable at 2023 levels. That’s a very, very healthy environment. 2023 should be up about -- in terms of non-res square footage starts up about 12% versus 2019, just to give you some calibration of where we sit right now. And if we have that type of backdrop going into 2024, combined with the pricing tailwinds that are just outstanding. The value-added products tailwinds. I mean, we talked about value-added products and Modular briefly and how that penetration is recovering. Value-added products revenue in the Storage segment is going to exceed $90 million this year, up over 40%, right, year-over-year. So we are seeing very good traction across all space categories and value-added products. Margins are performing well and we always have the tuck-in M&A pipeline in our back pocket.

That’s very helpful. Thank you. And then a follow-up to a question on margins that I think was more specifics fourth quarter -- 4Q. But looking forward, can you talk about, I think you had previously alluded to a kind of a new level of margins. Can you talk about kind of the puts and takes there, the drivers, whether it’s logistic margins, the ability to leverage and improve SG&A back-office workflow, et cetera?

The great thing here is it’s really all of the above.

Yeah.

And if you start we are where the lease revenue growth is coming from on the organic side, it’s pricing and value-added products. So you are going to be naturally accretive to margins, if your organic revenue growth is coming from those two variables. As you know, the tuck-ins are also accretive to margins over time and that comes from a couple of different levers, not even so much cost reductions these days, just given the size of these, but the price in value-added products convergence as those portfolios churn over time. If you just look at rental gross margin, I have said for, shoot almost a year now that we are enjoying a divergence of favorable growth rates on rental pricing that’s obvious and a stabilization of material input costs, we track a basket of goods that go into our Modular refurbishments and that basket has been flat now for about 12 months. So that’s going to be supportive of margins. I am not really assuming any further improvement in transportation margins. They have been a highlight for the last two years. I do think there is opportunity there over time as we rollout the Field Service Lightning platform next year and subsequently route optimization capabilities, but I wouldn’t even embed that in my assumption for 2024 at this point. And now that we are in the single CRM, this allows for things like quoting all Modular and Storage products on a single quote, which ultimately can lead to single invoicing and consolidation of some of those back-office processes. So I can almost go to any cost line or margin line in the P&L, Ronan, and find an argument to -- for margin expansion.

Excellent. Thank you very much.

One moment for our next question. Our next question will be coming from Sean Wondrack of Deutsche Bank. Your line is open.

Sean, we can’t hear you?

Sean, your line is open.

Hi. Good morning and nice quarter. When I take a look at your sort of aggregate fleet, sort of maybe on a percentage basis, what portion of that fleet is fungible across both traditional rental and these mega projects?

Sure, Sean. It’s all of it.

It’s all of it.

Mega projects, the core of that project is likely to be a large Modular complex or in many cases, multiple large Modular complexes and that often will be the core for the primary general contractor that’s leading the project. But the nice thing about these mega projects is you are going to have subcontractors and other trades on and off of the project over the course of multiple years and we are talking three-plus year projects when you get into the larger scale opportunities and those subcontractors could be taking containers, they could be taking single-wides, there’s really no -- there’s no limit to the fungibility of the fleet for those types of opportunities.

That’s interesting. And what percentage of your fleet would you say is that flex offering at this point? Has that migrated over time?

It is migrating. And ballpark, just off the top of my head, I think, we are circa 8,000 units of total fleet there and it is the only fleet category where we are buying stock fleet. And I do expect the fleet mix does migrate more in that direction very slowly over time, right?

Right.

I know in the most recent quarter, I think, the flex units were accounting for just over 10% of our deliveries on the Modular side. So it is a growing mix of the Modular fleet and very conducive to those larger projects.

Great. Thank you. That’s very helpful. Also just kind of on another note, over the long-term lines, we have been hearing that only a marginal amount of the infrastructure funds really have been released. Is that what you are seeing out there in your markets? Do you expect that to sort of ramp up a bit more next year?

Yeah. And that’s consistent with our outlook throughout the year. I mean, we have seen these mega projects without regard to CHIPS Act, without regard to federal infrastructure stimulus. It’s happening because it’s good business and then we are uniquely positioned to capitalize on those. So when federal stimulus really starts to flow. That’s a 2024 event, likely, I think it’s just further longer term tailwinds with respect to this megaproject.

That’s great. And then I have one last question for you, Tim, and feel free to answer this to the degree you want to. When would you expect to repay these 2025 notes? Would you be waiting for the step down at par or would you be willing to let these bonds go current before repaying them prior to maturity or refi them?

Right. Like I said in my prepared remarks, we have got $1.3 billion of capacity in the ABL, and right now, the ABL is actually priced a bit higher than the 2025s. So from just a pure interest cost optimization standpoint are lead towards leading -- leaving the 2025s outstanding and we can refinance them into the at any time. Now the other variable is what other uses of capital do we have and we reassess that as opportunities present themselves. But there is absolutely no urgency in my mind, as long as benchmark rates stay where they are above 5%.

All right. That’s very clear. Thank you very much.

We have now reached the end of today’s call. I will now turn the call back over to Nick.

Thanks, Tanya. Thank you all for your interest in WillScot Mobile Mini. If you have additional questions after today’s call, please contact me. Thank you.

Thank you, ladies and gentlemen. This concludes today’s conference. You may now disconnect.