What the changes say
- Network Optimization Plan adds execution risk around leased-property exits, fleet reductions, customer service, and expected savings.
- Regulatory exposure is broadened to antitrust, climate disclosures, cybersecurity, privacy, government contracts, and storage-site zoning.
- Sustainability goals now depend on renewable energy costs, climate mandates, contractors, competition, and acquisitions.
- Several broad risks were removed, including internal controls, foreign exchange, country exposure, stock volatility, and general ESG goals.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business
We face risks from our Network Optimization Plan, which could adversely affect our financial condition, results of operations and cash flows
The Network Optimization Plan could raise exit and relocation costs, reduce available fleet, disrupt service, weaken customer relationships, or miss expected savings.
- NewRisks Relating to Our Business
We are subject to various laws and regulations governing antitrust, climate related disclosures, cybersecurity and information technology, privacy, government contracts, anti-corruption and the environment. Obligations and liabilities under these laws and regulations may materially harm our business
Antitrust, climate disclosure, cybersecurity, privacy, government contract, environmental, zoning, and building regulations could increase liabilities or prevent customers from storing units on-site.
- NewRisks Relating to Our Business
opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us
Acquisitions could be difficult to integrate, finance, regulate, or standardize, while undiscovered liabilities, employee losses, and competition could harm results.
- NewRisks Relating to Our Business
We may be unable to achieve our sustainability goals
Sustainability targets may be missed because of execution costs, renewable-energy availability, climate requirements, contractor restrictions, competitive pressure, or acquisitions.
- NewRisks Relating to Our Business
generally increase costs. New governmental regulations may increase our costs to acquire new rental equipment, as well as increase our costs to refurbish existing equipment
Inconsistent or retroactively clarified building codes could delay projects, increase equipment costs, require remediation, and prevent passing costs to customers.
Dropped
- DroppedRisks Relating to Our Business
Moreover, the integration of any acquisition may create unforeseen challenges for our management information systems, which could result in unforeseen expenditures and other risks, including difficulties in managing facilities and employees in different geographic areas or those operating other product lines
- DroppedRisks Relating to Our Business
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results, which could lead to a loss of investor confidence in our financial statements and have an adverse effect on our stock price
- DroppedRisks Relating to Our Business
We are subject to evolving public disclosure, financial reporting, internal controls, and corporate governance expectations and regulations that impact compliance costs and risks of noncompliance
- DroppedRisks Relating to Our Business
We may be unable to achieve our environmental, social and governance goals
- DroppedRisks Relating to Our Business
Our operations are exposed to operational, economic, political, and regulatory risks
- DroppedRisks Relating to Our Business
Our operations face foreign currency exchange rate exposure, which may materially adversely affect our business, results of operations and financial condition
- DroppedRisks Relating to Our Capital Structure
The historical market price of WillScot’s Common Stock has been volatile and the market price of our Common Stock may continue to be volatile and the value of your investment may decline
Reworded
- 92% rewrittenRisks Relating to Our Business
We may be unable to successfully acquire and integrate new operations, which could cause our business to suffer
The supplied excerpts show the same acquisition-growth premise, but the current version continues into broader integration and execution risks.
- 69% rewrittenRisks Relating to Our Business
Any failure of our management information systems could disrupt our business operations, which could result in decreased lease or sale revenue and increase overhead costs
No substantive change is visible in the supplied text; the risk still concerns management-system failures reducing revenue and increasing overhead.
- 67% rewrittenRisks Relating to Our Business
Trade policies and changes in trade policies, including the imposition of or increases in tariffs, their enforcement, downstream consequences, including any resulting changes in international trade relations, may materially adversely affect our business, results of operations, and outlook
Tariff exposure is broadened from imports from certain countries to imports from countries generally, with increased material costs remaining the consequence.
- 63% rewrittenRisks Relating to Our Business
Changes in state building codes could adversely impact our ability to remarket our buildings, which could have a material adverse impact on our business, financial condition and results of operations
The current version adds that newer modular-construction codes and regulations may affect the ability to remarket buildings.
- 48% rewrittenRisks Relating to Our Business
Global or local economic movements could have a material adverse effect on our business
No substantive change is visible; economic downturns still threaten demand, customer payments, and counterparty risk.
- 28% rewrittenRisks Relating to Our Capital Structure
Despite our current level of indebtedness, we and our subsidiaries will still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness
The current version identifies the ABL Facility and Senior Secured Notes and expressly adds greater debt-servicing risk from additional borrowing.
- 27% rewrittenRisks Relating to Our Capital Structure
We are subject to and may, in the future become subject to, covenants that limit our operating and financial flexibility and, if we default under our debt covenants, we may not be able to meet our payment obligations
Debt-covenant references are updated to the ABL Facility and Senior Secured Notes, with operating restrictions continuing.
- 22% rewrittenRisks Relating to Our Business
Fluctuations in interest rates and commodity prices may also materially adversely affect our revenues, results of operations and cash flows
The variable-rate borrowing reference is updated from the revolving credit facility to the ABL Facility; interest-rate and project-financing exposure remains.
All 37 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business
- 01Global or local economic movements could have a material adverse effect on our business48% rewritten
- 02If we do not manage our credit risk effectively, collect on our accounts receivable, or recover our rental equipment from our customers, it could materially adversely affect our business, financial condition and results of operations
- 03We face risks from our Network Optimization Plan, which could adversely affect our financial condition, results of operations and cash flowsNew
- 04We are subject to various laws and regulations governing antitrust, climate related disclosures, cybersecurity and information technology, privacy, government contracts, anti-corruption and the environment. Obligations and liabilities under these laws and regulations may materially harm our businessNew
- 05US Government Contract Laws and Regulations
- 06Department of Transportation and Titling Regulations
- 07Anti-Corruption Laws and Regulations
- 08Environmental Laws and Regulations
- 09Actions of activist shareholders could negatively affect our business
- 10We may be unable to successfully acquire and integrate new operations, which could cause our business to suffer92% rewritten
- 11opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to usNew
- 12Any failure of our management information systems could disrupt our business operations, which could result in decreased lease or sale revenue and increase overhead costs69% rewritten
- 13Trade policies and changes in trade policies, including the imposition of or increases in tariffs, their enforcement, downstream consequences, including any resulting changes in international trade relations, may materially adversely affect our business, results of operations, and outlook67% rewritten
- 14Fluctuations in interest rates and commodity prices may also materially adversely affect our revenues, results of operations and cash flows22% rewritten
- 15We are subject to risks associated with labor relations, labor costs and labor disruptions
- 16Anticipated changes in immigration laws and regulations could decrease the pool of candidates with legal work authorization, cause disruption in the workforce for companies, and increase the costs, time, and requirements to hire new employees
- 17Our customer base includes customers operating in a variety of industries which may be subject to changes in their competitive environment as a result of the global, national or local economic climate in which they operate and/or economic or financial disruptions to their industry
- 18We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business
- 19Our operations could be subject to natural disasters and other business disruptions, which could materially adversely affect our information systems, future revenue, financial condition, cash flows, and increase our costs and expenses
- 20Our operations are dependent, in part, on our ability to establish and profitably maintain the appropriate physical presence in the markets we serve
- 21We may incur property, casualty or other losses not covered by our insurance
- 22Failure to close our unit sales transactions as we project could cause our actual revenue or cash flow for a particular fiscal period to differ from expectations
- 23We may be unable to achieve our sustainability goalsNew
- 24Effective management of our fleet is vital to our business, and our failure to properly safeguard, design, manufacture, repair, maintain and manage our fleet could harm our business and reduce our operating results and cash flows
- 25Changes in state building codes could adversely impact our ability to remarket our buildings, which could have a material adverse impact on our business, financial condition and results of operations63% rewritten
- 26generally increase costs. New governmental regulations may increase our costs to acquire new rental equipment, as well as increase our costs to refurbish existing equipmentNew
- 27Significant increases in the costs and restrictions on the availability of raw materials and labor could increase our operating costs significantly and harm our profitability
- 28Fluctuations in fuel costs or a reduction in fuel supplies may have a material adverse effect on our business and results of operations
- 29Third parties may fail to manufacture or provide necessary components for our products properly or in a timely manner
- 30If we determine that our goodwill, intangible assets, and indefinite-life intangible assets have become impaired, we may incur impairment charges, which may adversely impact our operating results
Risks Relating to Income Tax
- 31Our ability to use our net operating loss carryforwards and other tax attributes may be limited
- 32We may be unable to recognize deferred tax assets such as those related to our tax loss carryforwards and, as a result, lose future tax savings, which could have a negative impact on our liquidity and financial position
- 33Unanticipated changes in our tax obligations, the adoption of new tax legislation, or exposure to additional income tax liabilities could affect profitability
Risks Relating to Our Capital Structure
- 34Global capital and credit market conditions could materially and adversely affect our ability to access the capital and credit markets or the ability of key counterparties to perform their obligations to us
- 35Our leverage may make it difficult for us to service our debt and operate our business
- 36Despite our current level of indebtedness, we and our subsidiaries will still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness28% rewritten
- 37We are subject to and may, in the future become subject to, covenants that limit our operating and financial flexibility and, if we default under our debt covenants, we may not be able to meet our payment obligations27% rewritten
Other WillScot Holdings 10-Ks
- FY2024 10-K risk factors39 risks
WillScot Holdings relies heavily on acquisitions, debt leverage totaling $3.7 billion, and efficient management of its modular and portable storage fleet.
Filed Feb 20, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.