Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 01, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | WillScot Corp | |
Entity Central Index Key | 1,647,088 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 92,644,774 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,024,419 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 8,181 | $ 9,185 |
Trade receivables, net of allowances for doubtful accounts at June 30, 2018 and December 31, 2017 of $5,631 and $4,845, respectively | 104,013 | 94,820 |
Raw materials and consumables | 9,829 | 10,082 |
Prepaid expenses and other current assets | 14,137 | 13,696 |
Total current assets | 136,160 | 127,783 |
Rental equipment, net | 1,075,040 | 1,040,146 |
Property, plant and equipment, net | 82,361 | 83,666 |
Goodwill | 33,570 | 28,609 |
Intangible assets, net | 125,864 | 126,259 |
Other non-current assets | 4,038 | 4,279 |
Total long-term assets | 1,320,873 | 1,282,959 |
Total assets | 1,457,033 | 1,410,742 |
Liabilities | ||
Accounts payable | 58,370 | 57,051 |
Accrued liabilities | 45,606 | 48,912 |
Accrued interest | 1,802 | 2,704 |
Deferred revenue and customer deposits | 50,382 | 45,182 |
Current portion of long-term debt | 1,883 | 1,881 |
Total current liabilities | 158,043 | 155,730 |
Long-term debt | 684,641 | 624,865 |
Deferred tax liabilities | 111,924 | 120,865 |
Deferred revenue and customer deposits | 6,696 | 5,377 |
Other non-current liabilities | 19,109 | 19,355 |
Long-term liabilities | 822,370 | 770,462 |
Total liabilities | 980,413 | 926,192 |
Commitments and contingencies (see Note 12) | ||
Additional paid-in-capital | 2,123,101 | 2,121,926 |
Accumulated other comprehensive loss | (54,417) | (49,497) |
Accumulated deficit | (1,640,230) | (1,636,819) |
Total shareholders' equity | 428,463 | 435,619 |
Non-controlling interest | 48,157 | 48,931 |
Total equity | 476,620 | 484,550 |
Total liabilities and equity | 1,457,033 | 1,410,742 |
Class A Common Stock | ||
Liabilities | ||
Common stock | 8 | 8 |
Class B Common Stock | ||
Liabilities | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Trade receivables, net of allowance | $ 5,631 | $ 4,845 |
Class A Common Stock | ||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock issued (in shares) | 84,644,774 | 84,644,774 |
Common stock outstanding (in shares) | 84,644,774 | 84,644,774 |
Class B Common Stock | ||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock issued (in shares) | 8,024,419 | 8,024,419 |
Common stock outstanding (in shares) | 8,024,419 | 8,024,419 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Leasing and services revenue: | ||||
Modular leasing | $ 101,249 | $ 72,954 | $ 198,511 | $ 141,941 |
Modular delivery and installation | 31,413 | 22,949 | 57,663 | 41,953 |
Total revenues | 140,333 | 110,077 | 275,084 | 209,398 |
Costs of leasing and services: | ||||
Modular leasing | 27,129 | 21,340 | 54,291 | 40,442 |
Modular delivery and installation | 30,127 | 22,339 | 55,648 | 40,472 |
Costs of sales: | ||||
Depreciation of rental equipment | 23,470 | 17,474 | 47,315 | 34,194 |
Gross profit | 54,640 | 39,583 | 105,561 | 77,521 |
Expenses: | ||||
Selling, general and administrative | 47,734 | 31,652 | 92,948 | 64,413 |
Other depreciation and amortization | 1,570 | 1,890 | 4,006 | 3,831 |
Restructuring costs | 449 | 684 | 1,077 | 968 |
Currency losses (gains), net | 572 | (6,497) | 1,596 | (8,499) |
Other (income) expense, net | (1,574) | 461 | (4,419) | 591 |
Operating income | 5,889 | 11,393 | 10,353 | 16,217 |
Interest expense | 12,155 | 29,907 | 23,874 | 54,568 |
Interest income | 0 | (3,509) | 0 | (6,093) |
Loss from continuing operations before income tax | (6,266) | (15,005) | (13,521) | (32,258) |
Income tax benefit | (6,645) | (5,269) | (7,065) | (10,138) |
Income (loss) from continuing operations | 379 | (9,736) | (6,456) | (22,120) |
Income from discontinued operations, net of tax | 0 | 3,840 | 0 | 6,045 |
Net income (loss) | 379 | (5,896) | (6,456) | (16,075) |
Net income (loss) attributable to non-controlling interest, net of tax | 143 | 0 | (505) | 0 |
Total income (loss) attributable to WSC | $ 236 | $ (5,896) | $ (5,951) | $ (16,075) |
Net income (loss) per share attributable to WSC – basic | ||||
Continuing operations - basic (in USD per share) | $ 0 | $ (0.67) | $ (0.08) | $ (1.53) |
Discontinued operations - basic (in USD per share) | 0 | 0.26 | 0 | 0.42 |
Net (loss) income per share - basic (in USD per share) | 0 | (0.41) | (0.08) | (1.11) |
Net income (loss) per share attributable to WSC – diluted | ||||
Continuing operations - diluted (in USD per share) | 0 | (0.67) | (0.08) | (1.53) |
Discontinued operations - diluted (in USD per share) | 0 | 0.26 | 0 | 0.42 |
Net (loss) income per share - diluted (in USD per share) | $ 0 | $ (0.41) | $ (0.08) | $ (1.11) |
Weighted average shares: | ||||
Basic (in shares) | 78,432,274 | 14,545,833 | 77,814,456 | 14,545,833 |
Diluted (in shares) | 82,180,086 | 14,545,833 | 77,814,456 | 14,545,833 |
Cash dividends declared per share (in USD per share) | $ 0 | $ 0 | $ 0 | $ 0 |
New units | ||||
Leasing and services revenue: | ||||
Sales | $ 5,236 | $ 9,396 | $ 12,664 | $ 14,882 |
Costs of sales: | ||||
Cost of sales | 3,704 | 6,766 | 8,691 | 10,486 |
Rental units | ||||
Leasing and services revenue: | ||||
Sales | 2,435 | 4,778 | 6,246 | 10,622 |
Costs of sales: | ||||
Cost of sales | $ 1,263 | $ 2,575 | $ 3,578 | $ 6,283 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 379 | $ (5,896) | $ (6,456) | $ (16,075) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment, net of income tax (benefit) expense of ($93), $462, ($241) and $618 for the three and six months ended June 30, 2018 and 2017, respectively | (2,619) | 3,102 | (2,380) | 5,783 |
Comprehensive loss | (2,240) | (2,794) | (8,836) | (10,292) |
Comprehensive loss attributable to non-controlling interest | (150) | 0 | (774) | 0 |
Total comprehensive loss attributable to WSC | $ (2,090) | $ (2,794) | $ (8,062) | $ (10,292) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, income tax expense (benefit) | $ (93) | $ 462 | $ (241) | $ 618 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Activities: | ||
Net income (loss) | $ (6,456) | $ (16,075) |
Adjustments for non-cash items: | ||
Depreciation and amortization | 51,941 | 53,075 |
Provision for doubtful accounts | 2,282 | 2,276 |
Gain on sale of rental equipment and other property, plant and equipment | (7,429) | (4,237) |
Interest receivable capitalized into notes due from affiliates | 0 | (3,915) |
Amortization of debt discounts and debt issuance costs | 2,522 | 7,326 |
Share based compensation expense | 1,175 | 0 |
Deferred income tax benefit | (7,066) | (5,073) |
Unrealized currency losses (gains) | 1,378 | (8,356) |
Changes in operating assets and liabilities, net of effect of businesses acquired: | ||
Trade receivables | (11,624) | (3,847) |
Inventories | 442 | 610 |
Prepaid and other assets | (282) | (7,715) |
Accrued interest receivable | 0 | (3,214) |
Accrued interest payable | (909) | (1,524) |
Accounts payable and other accrued liabilities | (11,841) | 14,099 |
Deferred revenue and customer deposits | 4,667 | 694 |
Net cash provided by operating activities | 18,800 | 24,124 |
Investing Activities: | ||
Acquisition of a business | (24,006) | 0 |
Proceeds from sale of rental equipment | 12,033 | 10,622 |
Purchase of rental equipment and refurbishments | (64,763) | (54,223) |
Lending on notes due from affiliates | 0 | (67,939) |
Repayment of Notes Receivable from Related Parties | 0 | 2,151 |
Proceeds from the sale of property, plant and equipment | 681 | 11 |
Purchase of property, plant and equipment | (1,616) | (2,015) |
Net cash used in investing activities | (77,671) | (111,393) |
Financing Activities: | ||
Receipts from borrowings | 61,792 | 222,129 |
Receipts on borrowings from notes due to affiliates | 0 | 75,000 |
Payment of financing costs | 0 | (10,919) |
Repayment of borrowings | (3,770) | (198,580) |
Principal payments on capital lease obligations | (59) | (785) |
Net cash provided by financing activities | 57,963 | 86,845 |
Effect of exchange rate changes on cash and cash equivalents | (96) | 254 |
Net change in cash and cash equivalents | (1,004) | (170) |
Cash and cash equivalents at the beginning of the period | 9,185 | 6,162 |
Cash and cash equivalents at the end of the period | 8,181 | 5,992 |
Supplemental Cash Flow Information: | ||
Interest paid | 22,004 | 50,404 |
Income taxes paid, net of refunds received | 1,000 | (437) |
Capital expenditures accrued or payable | $ 16,828 | $ 8,992 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Corporation (“WSC” or along with its subsidiaries, the “Company”), is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada and Mexico. The Company, whose securities are listed on The Nasdaq Capital Market, serves as the holding company for the Williams Scotsman family of companies. All of the Company’s assets and operations are owned through Williams Scotsman Holdings Corp. (“WS Holdings”). The Company operates and owns 90% of WS Holdings, and Sapphire Holding S.à r.l. (“Sapphire”), an affiliate of TDR Capital LLP (“TDR Capital”), owns the remaining 10% . The Company was originally incorporated on June 26, 2015 under the name Double Eagle Acquisition Corporation (“Double Eagle”) as a Cayman Islands exempt, special purpose acquisition company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On November 29, 2017, the Company, through its subsidiary, WS Holdings, acquired all of the equity interest of Williams Scotsman International, Inc. (“WSII”), from Algeco Scotsman Global S.à r.l., (together with its subsidiaries, the “Algeco Group”). The Algeco Group is majority owned by an investment fund managed by TDR Capital. As part of the transaction (the “Business Combination”), the Company redomesticated and changed its name to WillScot Corporation. For further information on the organization of the Company, refer to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 . WSII engages in the leasing and sale of mobile offices, modular buildings and storage products and their delivery and installation throughout North America. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US (“GAAP”) for complete financial statements. The accompanying condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position and the results of operations for the interim periods presented. The results of consolidated operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 . Principles of Consolidation The condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. The Business Combination was accounted for as a reverse recapitalization in accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations . Although WSC was the indirect acquirer of WSII for legal purposes, WSII was considered the acquirer for accounting and financial reporting purposes. As a result of WSII being the accounting acquirer, the financial reports filed with the US Securities and Exchange Commission (the “SEC”) by the Company subsequent to the Business Combination are prepared “as if” WSII is the predecessor and legal successor to the Company. The historical operations of WSII are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of WSII prior to the Business Combination; (ii) the combined results of the Company and WSII following the Business Combination on November 29, 2017; (iii) the assets and liabilities of WSII at their historical cost; and (iv) WSC’s equity structure for all periods presented. The recapitalization of the number of shares of common stock attributable to the purchase of WSII in connection with the Business Combination is reflected retroactively to the earliest period presented and will be utilized for calculating earnings per share in all prior periods presented. No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction consistent with the treatment of the transaction as a reverse capitalization of WSII. WSII’s remote accommodations business, which consisted of Target Logistics Management LLC (“Target Logistics”) and its subsidiaries and Chard Camp Catering Services (“Chard,” and together with Target Logistics, the “Remote Accommodations Business”), was transferred to other Algeco Group members on November 28, 2017 in a transaction under common control and was not included as part of the Business Combination. The operating results of the Remote Accommodations Business, net of tax, for the three and six months ended June 30, 2017 have been reported as discontinued operations in the condensed consolidated financial statements. Recently Issued and Adopted Accounting Standards The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act provided to EGCs, the Company has elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002) is required to comply with such standards. As such, compliance dates included below pertain to non-issuers, and as permitted, early adoption dates for non-issuers are indicated. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which prescribes a single comprehensive model for entities to use in the accounting for revenue arising from contracts with customers. The new guidance will supersede virtually all existing revenue guidance under GAAP and is effective for annual reporting periods beginning after December 15, 2018. Early adoption for non-public entities is permitted starting with annual reporting periods beginning after December 15, 2016. The core principle contemplated by this new standard was that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. In April and May 2016, the FASB also issued clarifying updates to the new standard specifically to address certain core principles including the identification of performance obligations, licensing guidance, the assessment of the collectability criterion, the presentation of taxes collected from customers, non-cash considerations, contract modifications and completed contracts at transition. The Company is currently finalizing its evaluation of the impact that the updated guidance will have on the Company’s financial statements and related disclosures. As part of the evaluation process, the Company is holding regular meetings with key stakeholders from across the organization to discuss the impact of the standard on its existing contracts. The Company plans to adopt Topic 606 using the modified retrospective transition approach. The Company is utilizing a bottom-up approach to analyze the impact of the standard on its portfolio of contracts by reviewing the Company’s current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to the Company’s existing revenue contracts. As part of its implementation project, the Company has prepared analysis with respect to revenue stream scoping, performed contract reviews, developed an preliminary gap analysis and evaluated the revised disclosure requirements. The Company intends to determine the preliminary impact on the Company’s financial statements during the third quarter of 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This guidance revises existing practice related to accounting for leases under ASC Topic 840, Leases (“ASC 840”) for both lessees and lessors. The new guidance requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial direct costs. For income statement purposes, the new standard retains a dual model similar to ASC 840, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current accounting by lessees for operating leases under ASC 840) while finance leases will result in a front-loaded expense pattern (similar to current accounting by lessees for capital leases under ASC 840). While the new standard maintains similar accounting for lessors as under ASC 840, the new standard reflects updates to, among other things, align with certain changes to the lessee model. The new standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities. The guidance includes a number of practical expedients that the Company may elect to apply. The impact of adopting Topic 842 will depend on the Company’s lease portfolio as of the adoption date. The Company will continue to evaluate the impacts of this guidance on its financial position, results of operations, and cash flows. The Company is planning to update its systems, processes and internal controls to meet the new reporting and disclosure requirements. Recently Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. During December 2017, shortly after the Tax Cuts and Jobs Act (the “Tax Act”) was enacted, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) which provides guidance on accounting for the Tax Act’s impact. SAB 118 provides a measurement period, which in no case should extend beyond one year from the Tax Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Act under ASC Topic 740. Per SAB 118, companies must reflect the income tax effects of the Tax Act in the reporting period in which the accounting under ASC Topic 740 is complete. To the extent the accounting for certain income tax effects of the Tax Act is incomplete, companies can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first reporting period in which a reasonable estimate can be determined. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to the Tax Act being enacted. If a company is unable to provide a reasonable estimate of the impacts of the Tax Act in a reporting period, a provisional amount must be recorded in the first reporting period in which a reasonable estimate can be determined. As a result of the Tax Act, in 2017, the Company remeasured its net deferred tax liabilities and recognized a provisional net benefit of $28.1 million . In addition, based on information currently available, the Company recorded a provisional income tax expense of $2.4 million in 2017 related to the deemed repatriation of foreign earnings. The Company recorded a minor adjustment in 2018 to the provisional amounts recorded in its financial statements for the year ended December 31, 2017 (see Note 8 ) and continues to evaluate the provisions of the Tax Act including guidance from the Department of Treasury and Internal Revenue Service. Additionally, the Company expects to file its US tax return for 2017 during the fourth quarter of 2018 and any changes to the estimates used to the final tax positions for temporary differences, earnings and profits will result in adjustments of the remeasurement amounts for the Tax Act recorded as of December 31, 2017. The Company continues to evaluate the impact of the Global Low Taxed Intangible Income (“GILTI”) provision of the Tax Act. The Company is required to make an accounting policy election of either (1) treating GILTI as a current period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. The Company has not completed its analysis and has not made a determination of its accounting policy for GILTI. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Tyson Acquisition On January 3, 2018, the Company acquired all of the issued and outstanding membership interests of Onsite Space LLC (d/b/a Tyson Onsite (“Tyson”)). Tyson provided modular space rental services in the Midwest, primarily in Indiana, Illinois and Missouri. The Company expects to realize synergies and cost savings related to this acquisition as a result of purchasing and procurement economies of scale and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies. The acquisition date fair value of the consideration transferred consisted of $24.0 million in cash consideration, net of cash acquired. The transaction was fully funded by borrowings under the ABL Facility (defined in Note 6 ). During the three months ended June 30, 2018, the Company recorded adjustments to the Tyson opening balance sheet, which increased rental fleet by $0.6 million and accrued liabilities by $0.2 million . This increase resulted in an equal increase in goodwill as detailed in Note 5 . Increases or decreases in the estimated fair values of the net assets acquired may impact the Company’s statements of operations in future periods. The Company expects that the preliminary values assigned to the rental fleet, intangible assets, deferred tax assets and other accrued tax liabilities will be finalized during the third quarter of 2018. Tyson results were immaterial to the condensed consolidated statements of operations for the three and six months ended June 30, 2018 and as a result, the Company is not presenting pro-forma information. Acton Acquisition On December 20, 2017, WSII acquired 100% of the issued and outstanding ownership interests of Acton Mobile Holdings LLC (“Acton”) for a cash purchase price of $237.1 million , subject to certain adjustments. Acton owns all of the issued and outstanding membership interests of New Acton Mobile Industries, which provided modular space and portable storage rental services across the US. WSII funded the acquisition with cash on hand and borrowings under the ABL Facility (defined in Note 6 ). The Company incurred $4.8 million and $7.4 million in integration fees associated the Acton acquisition within selling, general, and administrative expenses (“SG&A”) for the three and six months ended June 30, 2018 , respectively. Through June 2018, the Company recorded adjustments to the Acton opening balance sheet, which increased accrued liabilities by $2.0 million due to further evaluation of unindemnified liabilities. This increase resulted in an equal increase in goodwill as detailed in Note 5 . As a result of the timing of the transaction, the purchase price allocation for the rental equipment, intangible assets, property, plant and equipment, deferred tax assets, receivables, and other accrued liabilities acquired and assumed are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period. Increases or decreases in the estimated fair values of the net assets acquired may impact the Company’s statements of operations in future periods. The Company expects that the preliminary values assigned to the rental equipment, intangible assets, property, plant and equipment, deferred tax assets, and other accrued tax liabilities will be finalized during the one-year measurement period following the acquisition date. The pro-forma information below has been prepared using the purchase method of accounting, giving effect to the Acton acquisition as if it had been completed on January 1, 2017 (the “pro-forma acquisition date”). The pro-forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro-forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, and also does not reflect additional revenue opportunities following the acquisition. The table below presents unaudited pro-forma consolidated statements of operations information as if Acton had been included in the Company’s consolidated results for the six months ended June 30, 2017 : (in thousands) Six Months Ended WSC historic revenues (a) $ 209,398 Acton historic revenues 47,388 Pro-forma revenues $ 256,786 WSC historic pretax loss (a) $ (32,258 ) Acton historic pretax loss (275 ) Pro-forma pretax loss (32,533 ) Pro-forma adjustments to combined pretax loss: Impact of fair value mark-ups/useful life changes on depreciation (b) (1,272 ) Intangible asset amortization (c) (354 ) Interest expense (d) (5,431 ) Elimination of historic Acton interest (e) 2,514 Pro-forma pretax loss (37,076 ) Income tax benefit (11,652 ) Pro-forma loss from continuing operations (25,424 ) Income from discontinued operations 6,045 Pro-forma net loss $ (19,379 ) (a) Excludes historic revenues and pre-tax income from discontinued operations (b) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the Acton acquisition. The useful lives assigned to such equipment did not change significantly from the useful lives used by Acton. (c) Amortization of the trade name acquired in Acton acquisition. (d) In connection with the Acton acquisition, the Company drew $237.1 million on the ABL Facility. As of June 30, 2018, the weighted- average interest rate of ABL borrowings was 4.58% . (e) Interest on Acton historic debt was eliminated. ModSpace Acquisition On June 21, 2018, the Company and its newly-formed acquisition subsidiary, Mason Merger Sub, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Modular Space Holdings Space, Inc. (“ModSpace”), a privately-owned provider of office trailers, portable storage units and modular buildings, and NANOMA LLC, solely in its capacity as the representative of the Holders (as defined therein), pursuant to which Merger Sub will merge with and into ModSpace with ModSpace as the surviving entity and continuing as an indirect subsidiary of the Company (the “ModSpace Acquisition”). Subject to potential adjustment under the Merger Agreement, the aggregate consideration payable to the sellers under the Merger Agreement consists of (i) $ 1,063,750,000 in cash, (ii) 6,458,500 shares of the Company’s Class A common stock and (iii) warrants to purchase an aggregate of 10,000,000 shares of the Company’s Class A common stock at an exercise price of $ 15.50 per share. The ModSpace sellers who receive Class A common shares and warrants will receive customary registration rights, and will be subject to a six-month lock-up arrangement, under a registration rights agreement to be entered into on the closing date. The warrants issuable to the sellers are not redeemable and will expire on November 29, 2022. The closing of the merger is subject to certain closing conditions, including a Canadian regulatory approval; the continuing accuracy of each party’s representations and warranties; the performance of certain obligations; and, the satisfaction of other customary conditions. The Merger Agreement may be terminated by the Company or ModSpace under certain circumstances. If the ModSpace Acquisition does not close due to the occurrence of certain regulatory events, we may be required to pay to ModSpace a $35.0 million termination fee. The Company incurred $4.1 million in transaction costs related to the ModSpace Acquisition for the three and six months ended June 30, 2018 . |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations WSII’s Remote Accommodations Business was transferred to another entity included in the Algeco Group prior to the Business Combination. WSII does not expect to have continuing involvement in the Remote Accommodations Business going forward. Historically, the Remote Accommodations Business leased rental equipment from WSII. After the Business Combination, several lease agreements for rental equipment still exist between the Company and Target Logistics. The lease revenue associated with these agreements is disclosed in Note 15 . As a result of the transactions discussed above, the Remote Accommodations segment has been reported as discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2017 . Results from Discontinued Operations Income from discontinued operations, net of tax, for the three and six months ended June 30, 2017 was as follows: (in thousands) Three Months Ended Six Months Ended Remote accommodations revenue $ 31,487 $ 58,565 Remote accommodations costs of leasing and services 13,163 24,738 Depreciation of rental equipment 6,119 12,542 Gross profit 12,205 21,285 Selling, general and administrative expenses 3,499 6,531 Other depreciation and amortization 1,257 2,508 Restructuring costs 380 770 Other income, net (37 ) (40 ) Operating profit 7,106 11,516 Interest expense 739 1,420 Income from discontinued operations, before income tax 6,367 10,096 Income tax expense 2,527 4,051 Income from discontinued operations, net of tax $ 3,840 $ 6,045 Revenues and costs related to the Remote Accommodations Business for the three and six months ended June 30, 2017 were as follows: (in thousands) Three Months Ended Six Months Ended Remote accommodations revenue: Lease revenue $ 14,613 $ 28,577 Service revenue 16,874 29,988 Total remote accommodations revenue $ 31,487 $ 58,565 Remote accommodation costs: Cost of leases $ 2,023 $ 4,200 Cost of services 11,140 20,538 Total remote accommodations costs $ 13,163 $ 24,738 Cash flows from the Company’s discontinued operations are included in the condensed consolidated statements of cash flows. The significant cash flow items from discontinued operations for the six months ended June 30, 2017 were as follows: (in thousands) June 30, 2017 Depreciation and amortization $ 15,050 Capital expenditures $ 4,213 |
Rental Equipment, net
Rental Equipment, net | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Rental Equipment, net | Rental Equipment, net Rental equipment, net, at the respective balance sheet dates consisted of the following: (in thousands) June 30, 2018 December 31, 2017 Modular units and portable storage $ 1,445,769 $ 1,385,901 Value added products and services 66,834 59,566 Total rental equipment 1,512,603 1,445,467 Less: accumulated depreciation (437,563 ) (405,321 ) Rental equipment, net $ 1,075,040 $ 1,040,146 During the three and six months ended June 30, 2018 , the Company received $1.8 million and $9.3 million , respectively, in insurance proceeds related to assets damaged during Hurricane Harvey. The insurance proceeds exceeded the book value of damaged assets, and the Company recorded gains of $1.8 million and $4.8 million which are reflected in other (income) expense, net, on the condensed consolidated statements of operations for the three and six months ended June 30, 2018 , respectively. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Modular – US Modular – Other Total Balance at January 1, 2017 $ — $ 56,811 $ 56,811 Acquisition of a business 28,609 — 28,609 Effects of movements in foreign exchange rates — 3,932 3,932 Impairment losses — (60,743 ) (60,743 ) Balance at December 31, 2017 28,609 — 28,609 Acquisition of a business 3,406 — 3,406 Changes to preliminary purchase price allocations 1,555 — 1,555 Balance at June 30, 2018 $ 33,570 $ — $ 33,570 As discussed in further detail in Note 2 , the Company acquired Acton in December 2017. A preliminary valuation of the acquired net assets of Acton resulted in the recognition of $28.6 million of goodwill to the Modular - US segment, as defined in Note 13 , for the year ended December 31, 2017. During the three and six months ended June 30, 2018 , respectively, the Company made a $1.0 million and $2.0 million adjustment to the preliminary valuation of the acquired net assets of Acton including the related goodwill, due to further evaluation of unindemnified liabilities. Additionally, as discussed in further detail in Note 2 , the Company acquired Tyson in January 2018. A preliminary valuation of the acquired net assets of Tyson resulted in the recognition of $3.4 million of goodwill in the Modular - US segment, which the Company expects will be deductible for tax purposes. During the three and six months ended June 30, 2018 , the Company made a $0.4 million adjustment to the preliminary valuation of the acquired net assets of Tyson, including the related goodwill, due to further evaluation of rental equipment and property, plant and equipment, and unindemnified liabilities. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying value of debt outstanding at at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity June 30, 2018 December 31, 2017 Senior secured notes 7.875% 2022 $ 291,456 $ 290,687 US ABL Facility Varies 2022 356,759 297,323 Canadian ABL Facility (a) Varies 2022 — — Capital lease and other financing obligations 38,309 38,736 Total debt 686,524 626,746 Less: current portion of long-term debt (1,883 ) (1,881 ) Total long-term debt $ 684,641 $ 624,865 (a) At June 30, 2018 , the Company had no outstanding borrowings on the Canadian ABL Facility and $1.5 million of related debt issuance costs. As there were no principal borrowings outstanding on the Canadian ABL Facility as of December 31, 2017 , $1.8 million of debt issuance costs related to that facility are included in other non-current assets on the condensed consolidated balance sheet. ABL Facilities Former Algeco Group Revolver Prior to the Business Combination, WSII depended on the Algeco Group for financing, which centrally managed all treasury and cash management. In October 2012, the Algeco Group entered into a multi-currency asset-based revolving credit facility (the “Algeco Group Revolver”), which had a maximum aggregate availability of the equivalent of $1.355 billion . The maximum borrowing availability to WSII in US dollars and Canadian dollars (“CAD”) was $760.0 million and $175.0 million , respectively. Interest expense of $8.3 million and $14.5 million million related to the Algeco Group Revolver was included in interest expense for the three and six months ended June 30, 2017 . ABL Facility On November 29, 2017, WS Holdings, WSII and certain of its subsidiaries entered into an ABL credit agreement (the “ABL Facility”) that provides a senior secured revolving credit facility in the aggregate principal amount of up to $600.0 million . The ABL Facility, which matures on May 29, 2022, consists of (i) a $530.0 million asset-backed revolving credit facility (the “US ABL Facility”) for WSII and certain of its domestic subsidiaries (the “US Borrowers”), (ii) a $70.0 million asset-based revolving credit facility (the “Canadian ABL Facility”) for Williams Scotsman of Canada, Inc. (the “Canadian Borrower,” and together with the US Borrowers, the “Borrowers”), and (iii) an accordion feature that permits the Borrowers to increase the lenders’ commitments in an aggregate amount not to exceed $300.0 million , subject to the satisfaction of customary conditions, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility. Borrowings under the ABL Facility, at the Borrower’s option, bear interest at an adjusted LIBOR or base rate, in each case plus an applicable margin. The applicable margin is fixed at 2.50% for LIBOR borrowings and 1.50% for base rate borrowings up until March 31, 2018. Commencing on March 31, 2018, the applicable margins are subject to one step-down of 0.25% or one step-up of 0.25% , based on excess availability levels with respect to the ABL Facility. The ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of between 0.375% and 0.5% per annum. At June 30, 2018 , the weighted average interest rate for borrowings under the ABL Facility was 4.58% . Borrowing availability under the US ABL Facility and the Canadian ABL Facility is equal to the lesser of (i) with respect to US Borrowers, $530.0 million and the US Borrowing Base (defined below) (the “US Line Cap”), and (ii) with respect to the Canadian Borrower, $70.0 million and the Canadian Borrowing Base (defined below) (the “Canadian Line Cap,” together with the US Line Cap, the “Line Cap”). The US Borrowing Base is, at any time of determination, an amount (net of reserves) equal to the sum of: • 85% of the net book value of the US Borrowers’ eligible accounts receivable, plus • the lesser of (i) 95% of the net book value of the US Borrowers’ eligible rental equipment and (ii) 85% of the net orderly liquidation value of the US Borrowers’ eligible rental equipment, minus • customary reserves. The Canadian Borrowing Base is, at any time of determination, an amount (net of reserves) equal to the sum of: • 85% of the net book value of the Canadian Borrowers’ eligible accounts receivable, plus • the lesser of (i) 95% of the net book value of the Canadian Borrowers’ eligible rental equipment and (ii) 85% of the net orderly liquidation value of the Canadian Borrowers’ eligible rental equipment, plus • portions of the US Borrowing Base that have been allocated to the Canadian Borrowing Base, minus • customary reserves. At June 30, 2018 , the Line Cap was $600.0 million and the Borrowers had $219.6 million of available borrowing capacity under the ABL Facility, including $153.1 million under the US ABL Facility and $66.5 million under the Canadian ABL Facility. At December 31, 2017 , the Line Cap was $600.0 million and the Borrowers had $281.1 million of available borrowing capacity under the ABL Facility, including $211.1 million under the US ABL Facility and $70.0 million under the Canadian ABL Facility. Borrowing capacity under the US ABL Facility is made available for up to $60.0 million of standby letters of credit and up to $50.0 million of swingline loans, and borrowing capacity under the Canadian ABL Facility is made available for up to $30.0 million of standby letters of credit, and $25.0 million of swingline loans. Letters of credit and bank guarantees carried fees of 2.625% at June 30, 2018 and December 31, 2017 , respectively. The Company had issued $8.9 million of standby letters of credit under the ABL Facility at June 30, 2018 and December 31, 2017 . The ABL Facility requires the Borrowers to maintain a (i) minimum fixed charge coverage ratio of 1.00 :1.00 and (ii) maximum total net leverage ratio of 5.50 :1.00, in each case, at any time when the excess availability under the ABL Facility is less than the greater of (a) $50.0 million and (b) an amount equal to 10% of the Line Cap. The ABL Facility also contains a number of customary negative covenants. Such covenants, among other things, may limit or restrict the ability of each of the Borrowers, their restricted subsidiaries, and where applicable, WS Holdings, to: incur additional indebtedness, issue disqualified stock and make guarantees; incur liens; engage in mergers or consolidations or fundamental changes; sell assets; pay dividends and repurchase capital stock; make investments, loans and advances, including acquisitions; amend organizational documents and master lease documents; enter into certain agreements that would restrict the ability to pay dividends or incur liens on assets; repay certain junior indebtedness; enter into sale and leaseback transactions; and change the conduct of its business. The aforementioned restrictions are subject to certain exceptions including (i) the ability to incur additional indebtedness, liens, investments, dividends, and prepayments of junior indebtedness subject, in each case, to compliance with certain financial metrics and certain other conditions and (ii) a number of other traditional exceptions that grant the Borrowers continued flexibility to operate and develop their businesses. The ABL Facility also contains customary representations and warranties, affirmative covenants and events of default. The Company is in compliance with these covenants and restrictions as of June 30, 2018 . The Company had $368.0 million and $310.0 million in outstanding principal under the ABL Facility at June 30, 2018 and December 31, 2017 , respectively. Debt issuance costs and discounts of $11.2 million and $12.7 million are included in the carrying value of debt at June 30, 2018 and December 31, 2017 , respectively. In July 2018, the Company and certain of its subsidiaries entered into amendments to the ABL Facility that will, among other things, (i) permit the ModSpace Acquisition (as defined in Note 16) and the financing thereof, (ii) increase the ABL Facility limit to $ 1.35 billion in the aggregate, and (iii) increase certain thresholds, basket sizes and default and notice triggers set forth in the ABL Facility to account for the increased size of the Company’s business following the ModSpace Acquisition. The amendments will become effective upon the closing of the ModSpace Acquisition. See Note 16 for additional information on the amendments. Senior Secured Notes WSII has $300.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “Notes”) under an indenture dated November 29, 2017, which was entered into by and among WSII, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. Interest is payable semi-annually on June 15 and December 15, beginning June 15, 2018. For the three and six months ended June 30, 2018, the Company incurred $5.9 million and $11.7 million , respectively, of interest expense related to the Notes. Before December 15, 2019, WSII may redeem the Notes at a redemption price equal to 100% of the principal amount, plus a customary make whole premium for the Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. The customary make whole premium, with respect to any Note on any applicable redemption date, as calculated by the Company, is the greater of (i) 100% of the then outstanding principal amount of the Note; and (ii) the excess of (a) the present value at such redemption date of (i) the redemption price set on or after December 15, 2019 plus (ii) all required interest payments due on the Note through December 15, 2019, excluding accrued but unpaid interest to the redemption date, in each case, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of the Note. Before December 15, 2019, WSII may redeem up to 40% of the aggregate principal amount of the Notes at a price equal to 107.875% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date with the net proceeds of certain equity offerings. At any time prior to November 29, 2019, WSII may also redeem up to 10% of the aggregate principal amount of the Notes at a redemption price equal to 103% of the principal amount of the Notes being redeemed during each twelve-month period commencing with the closing date, plus accrued and unpaid interest, if any, to but not including the redemption date. If WSII undergoes a change of control or sells certain of its assets, WSII may be required to offer to repurchase the Notes. On or after December 15, 2019, WSII, at its option, may redeem the Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount set forth below, plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Note holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the redemption date), if redeemed during the twelve month period beginning on December 15 of each of the years set forth below: Year Redemption Price 2019 103.938 % 2020 101.969 % 2021 and thereafter 100.000 % The Notes contain certain negative covenants, including limitations that may restrict WSII’s ability and the ability of certain of its subsidiaries, to directly or indirectly, create additional financial obligations. With certain specified exceptions, these negative covenants prohibit WSII and certain of its subsidiaries from: creating or incurring additional debt; paying dividends or making any other distributions with respect to its capital stock; making loans or advances to WSC or any restricted subsidiary of WSII; selling, leasing or transferring any of its property or assets to WSC or any restricted subsidiary of WSII; directly or indirectly creating, incurring or assuming any lien of any kind securing debt on the collateral; or entering into any sale and leaseback transaction. The aforementioned restrictions are subject to certain exceptions including (i) the ability to incur additional indebtedness, liens, investments, dividends and distributions, and prepayments of junior indebtedness subject, in each case, to compliance with certain financial metrics and certain other conditions and (ii) a number of other traditional exceptions that grant the US Borrowers continued flexibility to operate and develop their businesses. The Company is in compliance with these covenants and restrictions as of June 30, 2018 and December 31, 2017 . Unamortized debt issuance costs pertaining to the Notes was $8.5 million and $9.3 million as of June 30, 2018 and December 31, 2017 , respectively. Capital Lease and Other Financing Obligations The Company’s capital lease and financing obligations primarily consisted of $38.1 million and $38.5 million under sale-leaseback transactions and $0.2 million and $0.2 million of capital leases at June 30, 2018 and December 31, 2017 , respectively. The Company’s capital lease and financing obligations are presented net of $1.7 million and $1.8 million of debt issuance costs at June 30, 2018 and December 31, 2017 , respectively. The Company’s capital leases primarily relate to real estate, equipment and vehicles and have interest rates ranging from 1.2% to 11.9% . The Company has entered into several arrangements in which it has sold branch locations and simultaneously leased the associated properties back from the various purchasers. Due to the terms of the lease agreements, these transactions are treated as financing arrangements. These transactions contain non-recourse financing which is a form of continuing involvement and precludes the use of sale-lease back accounting. The terms of the financing arrangements range from approximately eighteen months to ten years. The interest rates implicit in these financing arrangements is approximately 8.0% . Notes Due To and From Affiliates Prior to the Business Combination, the Algeco Group distributed borrowings from its third party notes to entities within the Algeco Group, including WSII, through intercompany loans. WSII previously recorded these intercompany loans as notes due to affiliates with maturity dates of June 30, 2018 and October 15, 2019. Interest expense of $16.6 million and $31.3 million associated with these notes due to affiliates is reflected in interest expense in the consolidated statement of operations for the three and six months ended June 30, 2017 , respectively. Interest on the notes due to affiliates was payable on a semi-annual basis. Conversely, WSII also distributed borrowings to other entities within the Algeco Group through intercompany loans, and earned interest income on the principal. For the three and six months ended June 30, 2017 , the Company recognized $3.5 million and $6.1 million , respectively, of interest income related to the loans. In conjunction with the Business Combination, all notes due to and from affiliates were settled, and there is no related interest expense or interest income related to the notes due to or from affiliates for the three and six months ended June 30, 2018 . |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity | Equity Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2018 and 2017 were as follows: (in thousands) Foreign Currency Translation Adjustment Total Balance at December 31, 2017 $ (49,497 ) $ (49,497 ) Total other comprehensive loss (2,380 ) (2,380 ) Reclassifications to accumulated deficit (a) (2,540 ) (2,540 ) Balance at June 30, 2018 $ (54,417 ) $ (54,417 ) (in thousands) Foreign Currency Translation Adjustment Total Balance at December 31, 2016 $ (56,928 ) $ (56,928 ) Total other comprehensive loss 5,783 5,783 Balance at June 30, 2017 $ (51,145 ) $ (51,145 ) (a) In the first quarter of 2018, the Company elected to early adopt ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which resulted in a discrete reclassification of $2.5 million from accumulated other comprehensive loss to accumulated deficit effective January 1, 2018. There were no material amounts reclassified from accumulated other comprehensive loss and into consolidated net income (loss) for the three and six months ended June 30, 2018 and 2017 . Non-Controlling Interest The changes in the non-controlling interest for the six months ended June 30, 2018 were as follows: (in thousands) Total Balance at December 31, 2017 $ 48,931 Net loss attributable to non-controlling interest (505 ) Other comprehensive loss (269 ) Balance at June 30, 2018 $ 48,157 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded income tax benefit of approximately $6.6 million and $7.1 million for the three and six months ended June 30, 2018 , respectively, and $ 5.3 million and $ 10.1 million for the same periods of 2017 . The Company’s effective tax rate (“ETR”) for the three months ended June 30, 2018 and 2017 was 106.1% and 24.3% , respectively and 52.3% and 24.8% for the six months ended June 30, 2018 and 2017 , respectively. The Company’s ETR for the three and six months ended June 30, 2018 is materially driven by discrete items, of which a $4.2 million tax benefit relates to a reduction in our net state deferred tax liability driven by the Maryland apportionment rule that was enacted in the second quarter. The Company’s annual ETR used to determine the tax benefit for the quarter of approximately 19.8% is lower than the US statutory rate of 21.0% due to: (1) mix of earnings between tax paying components, notably forecasted losses in Canada which result in higher tax benefit due to a higher statutory tax rate, (2) reduction to the deferred tax liability established for the book over tax basis difference for our investment in our Canadian subsidiary and offset by (3) a partial valuation allowance due to limitations on the deductibility of interest expense estimated for the current year. Due to the foregoing, changes to our forecast of pre-tax book income and the mix of earnings between tax paying components that may occur due to changes in our business in subsequent periods may have a significant effect on our annual effective tax rate and consequently, tax expense (benefit) recorded in subsequent interim periods. In addition, the Company also recognized tax benefit of $0.2 million and $0.4 million for the three and six months ended June 30, 2018 , related to foreign currency losses. For the three and six months ended June 30, 2017, the Company recognized tax expense of $2.5 million and $ 3.1 million related to foreign currency gains. The Company also adjusted the provisional amounts for the impacts of the Tax Act under SAB 118 reported in its financial statements for the year ended December 31, 2017, with an adjustment in the current quarter due to a change in state law for a tax benefit of $0.3 million which is incremental to the $ 0.3 million benefit recorded in the first quarter. As noted above, the Company recorded a discrete benefit of $ 4.2 million in the second quarter of 2018 to reduce its net state deferred tax liability primarily related to the enactment of an apportionment rule change in Maryland. |
Fair Value Measures
Fair Value Measures | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Fair Value Measures The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions The Company has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, capital lease and other financing obligations, and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy: June 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial liabilities not measured at fair value ABL Facility (see Note 6) $ 356,759 $ — $ 368,000 $ — $ 297,323 $ — $ 310,000 $ — Notes (see Note 6) 291,456 — 312,567 — 290,687 — 310,410 — Total $ 648,215 $ — $ 680,567 $ — $ 588,010 $ — $ 620,410 $ — There were no transfers of financial instruments between the three levels of the fair value hierarchy during the three and six months ended June 30, 2018 and 2017 . The fair value of the Company’s ABL Facility is primarily based upon observable market data such as market interest rates. The fair value of the Company’s Notes is based on their last trading price at the end of each period obtained from a third party. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company incurred costs associated with restructuring plans designed to streamline operations and reduce costs of $0.4 million and $0.7 million and $1.1 million and $1.0 million net of reversals, during the three and six months ended June 30, 2018 and 2017 . The following is a summary of the activity in the Company’s restructuring accruals for the six months ended June 30, 2018 and 2017 : Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2018 2017 2018 2017 Balance at beginning of the period $ 755 $ 1,726 $ 227 $ 1,793 Charges during the period 449 684 1,077 968 Cash payments during the period (234 ) (286 ) (330 ) (639 ) Currency (3 ) 6 (7 ) 8 Balance at end of period $ 967 $ 2,130 $ 967 $ 2,130 The restructuring charges for the three and six months ended June 30, 2018 relate primarily to employee termination costs in connection with the integration of Acton and Tyson. As part of the restructuring plan, certain employees were required to render future service in order to receive their termination benefits. The termination costs associated with these employees was recognized over the period from the date of communication of termination to the employee to the actual date of termination. The Company anticipates that the remaining actions contemplated under the $1.0 million accrual as of June 30, 2018, will be substantially completed by the end of the fourth quarter of 2018. The restructuring charges for the three and six months ended June 30, 2017 related to corporate employee termination costs incurred as part of the Algeco Group. Segments The $ 0.4 million and $1.1 million of restructuring charges for the three and six months ended June 30, 2018 all pertain to the Modular - US segment. The $ 0.7 million and $1.0 million of restructuring charges for the three and six months ended June 30, 2017 all pertain to Corporate and other. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation On November 16, 2017, the Company’s shareholders approved a long-term incentive award plan (the “Plan”). The Plan is administered by the Compensation Committee of the Company’s Board of Directors. Under the Plan, the Committee may grant an aggregate of 4,000,000 shares of Class A common stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance compensation awards and stock bonus awards. Stock-based payments including the grant of stock options, RSUs, and RSAs are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. During the six months ended June 30, 2018 , 27,675 RSAs, 921,730 RSUs and 589,257 stock option awards were granted under the Plan, while 35,050 RSUs were forfeited during the three and six months ended June 30, 2018. Stock-based payments to employees include grants of stock options and RSUs, which are recognized in the financial statements based on their fair value. RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of our common stock on the grant date. RSAs vest over a one -year period and RSUs vest over a four -year period. Stock options vest in tranches over a period of four years and expire ten years from the grant date. The fair value of each stock option award on the grant date is estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate and weighted-average expected term of the options. The volatility assumption used in the Black-Scholes option-pricing model is based on peer group volatility as the Company does not have a sufficient trading history as a stand-alone public company. Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption is based on the simplified method under GAAP, which is based on the vesting period and contractual term for each tranche of awards. The mid-point between the weighted-average vesting term and the expiration date is used as the expected term under this method. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a cash dividend on common shares. As of June 30, 2018 , none of the granted RSAs, RSUs or stock options had vested. Restricted Stock Awards The following table summarizes the Company’s RSA activity for the six months ended June 30, 2018 : Number of Shares Weighted-Average Grant Date Fair Value Balance, December 31, 2017 — $ — Granted 27,675 13.60 Forfeited — — Balance, June 30, 2018 27,675 $ 13.60 Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.1 million and $0.1 million for the three and six months ended June 30, 2018 , respectively. At June 30, 2018 , unrecognized compensation cost related to RSAs totaled $0.3 million and is expected to be recognized over the remaining nine -month period. Restricted Stock Units The following table summarizes the Company's RSU award activity for the six months ended June 30, 2018 : Number of Shares Weighted-Average Grant Date Fair Value Balance, December 31, 2017 — $ — Granted 921,730 13.60 Forfeited (35,050 ) 13.60 Balance, June 30, 2018 886,680 $ 13.60 Compensation expense for RSUs recognized in SG&A on the condensed consolidated statements of operations was $0.6 million and $0.8 million for the three and six months ended June 30, 2018 , respectively, with associated tax benefits of $0.2 million and $0.2 million for the three and six months ended June 30, 2018 , respectively. At June 30, 2018 , unrecognized compensation cost related to RSUs totaled $11.2 million and is expected to be recognized over a remaining period of 3.75 years. Stock Option Awards The following table summarizes the Company's stock option activity for the six months ended June 30, 2018 : Number of Options Weighted-Average Exercise Price per Share ($) Outstanding options, December 31, 2017 — $ — Granted 589,257 13.60 Exercised — — Forfeited — — Outstanding options, June 30, 2018 589,257 $ 13.60 Fully vested and exercisable options, end of period — $ — Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.2 million and $0.2 million for the three and six months ended June 30, 2018 , respectively, with associated tax benefits of $0.0 million and $0.1 million for the three and six months ended June 30, 2018 , respectively. At June 30, 2018 , unrecognized compensation cost related to stock option awards totaled $3.0 million and is expected to be recognized over a remaining period of 3.75 years. The fair value of each option award at grant date was estimated using the Black-Scholes option-pricing model with the following assumptions: Assumptions Expected volatility 36 % Expected dividend yield — Risk-free interest rate 2.73 % Expected term (in years) 6.25 Exercise price $ 13.60 Weighted-average grant date fair value $ 5.51 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is involved in various lawsuits or claims in the ordinary course of business. Management is of the opinion that there is no pending claim or lawsuit which, if adversely determined, would have a material effect on the Company’s financial condition, results of operations or cash flows. As discussed in more detail in Note 2, the Merger Agreement may be terminated by the Company or ModSpace under certain circumstances. If the ModSpace Acquisition does not close due to the occurrence of certain regulatory events, we may be required to pay to ModSpace a $35.0 million termination fee. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company historically has operated in two principal lines of business; modular leasing and sales and remote accommodations, which were managed separately. The Remote Accommodations Business was considered a single operating segment. As part of the Business Combination, the Remote Accommodations segment is no longer owned by the Company and is reported as discontinued operations in the condensed consolidated financial statements. As such, the segment was excluded from the segment information below. Modular leasing and sales is comprised of two operating segments: US and Other North America. The US modular operating segment (“Modular - US”) consists of the the contiguous 48 states and Hawaii. The Other North America operating segment (“Modular - Other North America”) consists of Alaska, Canada and Mexico. Corporate and other includes eliminations of costs and revenue between segments and Algeco Group corporate costs not directly attributable to the underlying segments. Following the Business Combination, no additional Algeco Group corporate costs were incurred and the Company’s ongoing corporate costs are included within the Modular - US segment. Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management. Transactions between reportable segments are not significant. The Company evaluates business segment performance on Adjusted EBITDA, which excludes certain items as shown in the reconciliation of the Company’s consolidated net loss before tax to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company. The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance. The Company considers Adjusted EBITDA to be the more important metric because it more fully captures the business performance of the segments, inclusive of indirect costs. Reportable Segments The following tables set forth certain information regarding each of the Company’s reportable segments for the three and six months ended June 30, 2018 and 2017 , respectively: Three Months Ended June 30, 2018 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 90,965 $ 10,284 $ 101,249 Modular delivery and installation 27,390 4,023 31,413 Sales: New units 4,149 1,087 5,236 Rental units 2,309 126 2,435 Total Revenues $ 124,813 $ 15,520 $ 140,333 Costs: Cost of leasing and services: Modular leasing $ 24,505 $ 2,624 $ 27,129 Modular delivery and installation 26,310 3,817 30,127 Cost of sales: New units 2,876 828 3,704 Rental units 1,164 99 1,263 Depreciation of rental equipment 20,217 3,253 23,470 Gross profit $ 49,741 $ 4,899 $ 54,640 Adjusted EBITDA $ 38,104 $ 3,812 $ 41,916 Other selected data: Selling, general and administrative expense $ 43,325 $ 4,409 $ 47,734 Other depreciation and amortization $ 1,354 $ 216 $ 1,570 Capital expenditures for rental fleet $ 30,931 $ 1,748 $ 32,679 Three Months Ended June 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Revenues: Leasing and services revenue: Modular leasing $ 64,854 $ 8,242 $ (142 ) $ 72,954 Modular delivery and installation 20,970 1,979 — 22,949 Sales: New units 8,550 846 — 9,396 Rental units 3,835 943 — 4,778 Total Revenues $ 98,209 $ 12,010 $ (142 ) $ 110,077 Costs: Cost of leasing and services: Modular leasing $ 19,338 $ 2,002 $ — $ 21,340 Modular delivery and installation 20,393 1,946 — 22,339 Cost of sales: New units 6,072 696 (2 ) 6,766 Rental units 1,923 652 — 2,575 Depreciation of rental equipment 14,529 2,945 — 17,474 Gross profit (loss) $ 35,954 $ 3,769 $ (140 ) $ 39,583 Adjusted EBITDA $ 26,329 $ 2,506 $ (2,588 ) $ 26,247 Other selected data: Selling, general and administrative expense $ 24,181 $ 4,223 $ 3,248 $ 31,652 Other depreciation and amortization $ 1,301 $ 244 $ 345 $ 1,890 Capital expenditures for rental fleet $ 25,909 $ 1,716 $ — $ 27,625 Six Months Ended June 30, 2018 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 178,913 $ 19,598 $ 198,511 Modular delivery and installation 51,360 6,303 57,663 Sales: New units 10,964 1,700 12,664 Rental units 5,663 583 6,246 Total Revenues $ 246,900 $ 28,184 $ 275,084 Costs: Cost of leasing and services: Modular leasing $ 49,562 $ 4,729 $ 54,291 Modular delivery and installation 49,250 6,398 55,648 Cost of sales: — New units 7,442 1,249 8,691 Rental units 3,193 385 3,578 Depreciation of rental equipment 40,904 6,411 47,315 Gross profit $ 96,549 $ 9,012 $ 105,561 Adjusted EBITDA $ 70,716 $ 6,692 $ 77,408 Other selected data: Selling, general and administrative expense $ 84,146 $ 8,802 $ 92,948 Other depreciation and amortization $ 3,559 $ 447 $ 4,006 Capital expenditures for rental fleet $ 61,455 $ 3,308 $ 64,763 Six Months Ended June 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Revenues: Leasing and services revenue: Modular leasing $ 126,032 $ 16,204 $ (295 ) $ 141,941 Modular delivery and installation 38,324 3,629 — 41,953 Sales: New units 12,556 2,326 — 14,882 Rental units 8,712 1,910 — 10,622 Total Revenues $ 185,624 $ 24,069 $ (295 ) $ 209,398 Costs: Cost of leasing and services: Modular leasing $ 36,713 $ 3,729 $ — $ 40,442 Modular delivery and installation 37,067 3,405 — 40,472 Cost of sales: — New units 8,685 1,813 (12 ) 10,486 Rental units 5,036 1,247 — 6,283 Depreciation of rental equipment 28,354 5,840 — 34,194 Gross profit (loss) $ 69,769 $ 8,035 $ (283 ) $ 77,521 Adjusted EBITDA $ 50,012 $ 5,625 $ (7,444 ) $ 48,193 Other selected data: Selling, general and administrative expense $ 48,127 $ 8,277 $ 8,009 $ 64,413 Other depreciation and amortization $ 2,639 $ 491 $ 701 $ 3,831 Capital expenditures for rental fleet $ 47,958 $ 2,344 $ — $ 50,302 The following tables present a reconciliation of the Company’s loss from continuing operations before income tax to Adjusted EBITDA by segment for the three and six months ended June 30, 2018 and 2017 , respectively: Three Months Ended June 30, 2018 (in thousands) Modular - US Modular - Other North America Total Loss from continuing operations before income taxes $ (5,533 ) $ (733 ) $ (6,266 ) Interest expense, net 11,663 492 12,155 Depreciation and amortization 21,571 3,469 25,040 Currency losses, net 114 458 572 Restructuring costs 449 — 449 Integration costs 4,785 — 4,785 Stock compensation expense 1,054 — 1,054 Transaction fees 4,049 69 4,118 Other (income) expense (48 ) 57 9 Adjusted EBITDA $ 38,104 $ 3,812 $ 41,916 Three Months Ended June 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Loss from continuing operations before income taxes $ 320 $ (1,442 ) $ (13,883 ) $ (15,005 ) Interest expense, net 15,953 1,038 9,407 26,398 Depreciation and amortization 15,830 3,189 345 19,364 Currency gains, net (5,800 ) (294 ) (403 ) (6,497 ) Restructuring costs — — 684 684 Transaction fees 46 — 730 776 Other expense (20 ) 15 532 527 Adjusted EBITDA $ 26,329 $ 2,506 $ (2,588 ) $ 26,247 Six Months Ended June 30, 2018 (in thousands) Modular - US Modular - Other North America Total Loss from continuing operations before income taxes $ (10,841 ) $ (2,680 ) $ (13,521 ) Interest expense, net 22,823 1,051 23,874 Depreciation and amortization 44,463 6,858 51,321 Currency losses, net 271 1,325 1,596 Restructuring costs 1,067 10 1,077 Integration costs 7,415 — 7,415 Stock compensation expense 1,175 — 1,175 Transaction fees 4,049 69 4,118 Other expense 294 59 353 Adjusted EBITDA $ 70,716 $ 6,692 $ 77,408 Six Months Ended June 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Loss from continuing operations before income taxes $ (5,210 ) $ (2,458 ) $ (24,590 ) $ (32,258 ) Interest expense, net 31,512 2,216 14,747 48,475 Depreciation and amortization 30,993 6,331 701 38,025 Currency gains, net (7,399 ) (481 ) (619 ) (8,499 ) Restructuring costs — — 968 968 Transaction fees 46 — 816 862 Other expense 70 17 533 620 Adjusted EBITDA $ 50,012 $ 5,625 $ (7,444 ) $ 48,193 |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Loss) Per Share Basic income (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to WSC by the weighted average number of Class A common stock shares outstanding during the period. Concurrently with the Business Combination, 12,425,000 of Class A shares were placed into escrow and were not entitled to vote or participate in the economic rewards available to the other Class A shareholders. On January 19, 2018, 6,212,500 shares of WSC Class A common stock were released from the escrow account. The remaining 6,212,500 shares of WSC Class A common stock in escrow are not included in the LPS calculation. In July 2018, certain contingencies were satisfied that under the earnout agreement governing the release of the escrowed shares, will result in the release of the remaining escrowed shares to Double Eagle, Harry E. Sloan and Sapphire upon the delivery of release instructions to the escrow agent. Class B common shares have no rights to dividends or distributions made by the Company and, in turn, are excluded from the LPS calculation. Diluted EPS is computed similarly to basic net income (loss) per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive. Stock options and restricted stock units, representing 589,257 and 886,680 shares of Class A common stock outstanding for the three and six months ended June 30, 2018 , were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. The following table is a reconciliation of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted income (loss) per share for the three and six months ended June 30, 2018 and 2017: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share numbers) 2018 2017 2018 2017 Numerator Income (loss) from continuing operations $ 379 $ (9,736 ) $ (6,456 ) $ (22,120 ) Income from discontinued operations, net of tax — 3,840 — 6,045 Net income (loss) 379 (5,896 ) (6,456 ) (16,075 ) Net income (loss) attributable to non-controlling interest, net of tax 143 — (505 ) — Total income (loss) attributable to WSC $ 236 $ (5,896 ) $ (5,951 ) $ (16,075 ) Denominator Average shares outstanding - basic 78,432,274 14,545,833 77,814,456 14,545,833 Average effect of dilutive securities: Warrants 3,745,030 — — — Restricted stock awards 2,782 — — — Average shares outstanding - diluted $ 82,180,086 $ 14,545,833 $ 77,814,456 $ 14,545,833 Income (loss) per share - basic Continuing operations - basic $ 0.00 $ (0.67 ) $ (0.08 ) $ (1.53 ) Discontinued operations - basic $ 0.00 $ 0.26 $ 0.00 $ 0.42 Net income (loss) per share - basic $ 0.00 $ (0.41 ) $ (0.08 ) $ (1.11 ) Income (loss) per share - diluted Continuing operations - basic $ 0.00 $ (0.67 ) $ (0.08 ) $ (1.53 ) Discontinued operations - basic $ 0.00 $ 0.26 $ 0.00 $ 0.42 Net income (loss) per share - basic $ 0.00 $ (0.41 ) $ (0.08 ) $ (1.11 ) |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related party balances included in the Company’s consolidated balance sheet at June 30, 2018 and December 31, 2017 , consisted of the following: (in thousands) Financial statement line Item June 30, 2018 December 31, 2017 Receivables due from affiliates Prepaid expenses and other current assets $ 180 $ 2,863 Amounts due to affiliates Accrued liabilities (873 ) (1,235 ) Total related party liabilities, net $ (693 ) $ 1,628 On November 29, 2017, in connection with the closing of the Business Combination, the Company, WSII, WS Holdings and Algeco Global entered into a transition services agreement (the “TSA”). The purpose of the TSA is to ensure an orderly transition of WSII’s business and effectuate the Business Combination. Pursuant to the TSA, each party will provide or cause to be provided to the other party or its affiliates certain services, use of facilities and other assistance on a transitional basis. The services period under the TSA ranges from six months to three years based on the services, but includes early termination clauses. The Company had $0.1 million and $2.9 million in receivables due from affiliates pertaining to the Transition Services Agreement at June 30, 2018 and December 31, 2017 , respectively. The Company accrued expenses of $0.5 million and $1.2 million at June 30, 2018 and December 31, 2017 , respectively, included in amounts due to affiliates, related to rental equipment purchases from an entity within the Algeco Group. Related party transactions included in the Company’s consolidated statement of operations for the three and six months ended June 30, 2018 and 2017 , respectively, consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) Financial statement line item 2018 2017 2018 2017 Leasing revenue from related parties Modular leasing revenue $ (233 ) $ — $ (525 ) $ — Management fees and recharge income on transactions with affiliates Selling, general & administrative expenses — 1,502 — 151 Interest income on notes due from affiliates Interest income — (3,509 ) — (6,093 ) Interest expense on notes due to affiliates Interest expense — 15,990 — 30,727 Total related party (income) expense, net $ (233 ) $ 13,983 $ (525 ) $ 24,785 The Company had capital expenditures of rental equipment purchased from related party affiliates of $0.4 million and $0.2 million for three months ended June 30, 2018 and 2017 , respectively, and $1.7 million and $0.5 million during the six months ended June 30, 2018 and 2017 , respectively. The Company paid $0.4 million and $0.0 million in professional fees to an entity, that two of the Company’s Directors also served in the same role for that entity, during the three months ended June 30, 2018 and 2017 , respectively, and $1.0 million and $0.6 million during the six months ended June 30, 2018 and 2017 , respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events ModSpace Acquisition As described in Note 2, on June 21, 2018, the Company entered into a definitive agreement to acquire ModSpace, a privately-owned provider of office trailers, portable storage units and modular buildings. Subject to potential adjustment under the Merger Agreement, the aggregate consideration payable by the Company to the sellers includes (i) $ 1,063,750,000 in cash, (ii) 6,458,500 shares of the Company’s Class A common stock and (iii) warrants to purchase an aggregate of 10,000,000 shares of the Company’s Class A common stock at an exercise price of $ 15.50 per share. On July 16, 2018, the Canadian Competition Bureau issued a no-action letter relating to the ModSpace Acquisition. The no-action letter satisfied the Company’s obligation under the Merger Agreement to clear Competition Bureau review under Canada’s Competition Act. The Company expects to close the acquisition in August 2018. Amended ABL Facility In July and August 2018, the Company entered into amendments to the ABL Facility that, among other things, (i) permit the ModSpace Acquisition and the Company’s financing thereof (including, without limitation, incremental borrowings under the ABL Facility and the senior unsecured notes described below), (ii) increase the ABL Facility limit to $ 1.35 billion in the aggregate, and increase the amount of the facility’s accordion feature to $ 450.0 million , and (iii) increase certain thresholds, basket sizes and default and notice triggers to account for the Company’s increased scale business following the ModSpace Acquisition. The amendments, copies of which is filed as an exhibits to this Form 10-Q, will become effective upon the closing of the ModSpace Acquisition and the satisfaction of other customary closing conditions. Under the amended ABL Facility, (i) the borrowing limits of the US ABL Facility and the Canadian ABL Facility will be $1,200.0 million and $150.0 million , respectively, (ii) the borrowing capacity for standby letters of credit under the US ABL Facility and the Canadian ABL Facility will be $ 75.0 million and $60.0 million , respectively, and (iii) the borrowing capacity for swingline loans under the US ABL Facility and the Canadian ABL Facility will be $ 75.0 million and $ 50.0 million , respectively. As amended, the US Line Cap will equal the lesser of $ 1,200.0 million and the US Borrowing Base, and the Canadian Line Cap will equal the lessor of $ 150.0 million and the Canadian Borrowing Base. The amended ABL Facility requires the Borrowers to maintain a (i) minimum fixed charge coverage ratio of 1.00 :1.00 and (ii) maximum total net leverage ratio of 5.50 :1.00, in each case, at any time when the excess availability under the amended ABL Facility is less than the greater of (a) $ 135.0 million and (b) an amount equal to 10% of the Line Cap. ModSpace Acquisition Financing Equity Offering On July 25, 2018, the Company entered into an underwriting agreement with certain financial institutions under which the Company agreed to sell, and the underwriters agreed to purchase, 8.0 million shares of the Company’s Class A common stock at a public offering price of $16.00 per share. The Company granted to the underwriters an option to purchase up to 1.2 million additional Class A common shares at a public offering price of $16.00 per share less the underwriting discount (which would raise an additional $19.2 million of gross proceeds for the Company). On July 30, 2018, the Company closed the underwritten public stock offering. The net offering proceeds to the Company were approximately $121.9 million . The Company plans to use the proceeds to fund the ModSpace Acquisition and to pay related fees and expenses or, if the ModSpace Acquisition is not consummated, for general corporate purposes. 2023 Senior Secured Notes On July 31, 2018, a wholly-owned subsidiary of WSII, Mason Finance Sub, Inc. (“Finance Sub”), entered into a purchase agreement with certain financial institutions under which the initial purchasers agreed to purchase $300.0 million in aggregate principal amount of 6.875% senior secured notes due 2023 (the “2023 Secured Notes”) to be issued by Finance Sub. The proceeds are expected to fund the ModSpace Acquisition and to pay related fees and expenses. The 2023 Secured Notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. On August 6, 2018, Finance Sub closed the private placement and the initial purchasers deposited $300.0 million of gross offering proceeds into an escrow account. Upon consummation of the ModSpace Acquisition and the satisfaction of other conditions, the escrowed proceeds will be released to fund a portion of the cash consideration payable by WSII in the ModSpace Acquisition and to pay related fees and expenses. Upon the closing the ModSpace Acquisition, Finance Sub will merge with and into WSII, with WSII continuing as the surviving corporation, and WSII will assume the obligations of Finance Sub under the 2023 Secured Notes and the indenture governing the notes. If the ModSpace Acquisition is not completed by a specified date or certain other events occur, the 2023 Secured Notes will be subject to a special mandatory redemption. The 2023 Secured Notes mature on August 15, 2023. The notes bear interest at a rate of 6.875% per annum, payable semi-annually on February 15 and August 15 of each year beginning February 15, 2019. WSII may redeem the 2023 Secured Notes, in whole or in part, at a redemption price equal to (i) prior to August 15, 2020, 100% of the principal amount of the notes to be redeemed plus a make-whole premium; (ii) during the period from August 15, 2020 through August 14, 2021, 103.438% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, (iii) during the period from August 15, 2021 through August 14, 2022, 101.719% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest; and, (iv) from and after August 15, 2022, 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. WSII may also redeem, prior to August 15, 2020, up to 40% of the principal amount of the 2023 Senior Notes at a redemption price equal to 106.875% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. Additional information regarding the 2023 Secured Notes and the indenture governing the notes is contained in the Form 8-K filed by the Company with the SEC on August 7, 2018. 2023 Senior Unsecured Notes On July 28, 2018, the Company entered into a note purchase agreement with certain financial institutions under which the initial purchasers agreed to purchase $200.0 million in aggregate principal amount of senior unsecured notes due 2023 (the “Unsecured Notes”) to be issued by Finance Sub. The proceeds are expected to fund the ModSpace Acquisition and to pay related fees and expenses. The Unsecured Notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. On August 3, 2018, Finance Sub closed the private placement and the initial purchasers deposited $200.0 million of gross offering proceeds into an escrow account. Upon consummation of the ModSpace Acquisition and the satisfaction of other conditions, the escrowed proceeds will be released to fund a portion of the cash consideration payable by WSII in the ModSpace Acquisition and to pay related fees and expenses. Upon the closing the ModSpace Acquisition, Finance Sub will merge with and into WSII, with WSII continuing as the surviving corporation, and WSII will assume the obligations of Finance Sub under the Unsecured Notes and the indenture governing the notes. If the ModSpace Acquisition is not completed by a specified date or certain other events occur, the Unsecured Notes will be subject to a special mandatory redemption. The Unsecured Notes, which mature on November 15, 2023, will bear interest at a rate of 10.0% per annum if paid in cash (or if paid in kind, 11.5% per annum) for any interest period ending on or prior to February 15, 2021, increasing thereafter to 12.5% per annum with no paid in kind option, in each case, payable semi-annually on February 15 and August 15 of each year beginning February 15, 2019. The Unsecured Notes are not redeemable before February 15, 2019. WSII may redeem the Unsecured Notes, in whole or in part, at a redemption price equal to (i) during the period from February 15, 2019 through August 14, 2019, 100% of the principal amount of the notes to be redeemed plus a make-whole premium; (ii) during the period from August 15, 2019 through February 14, 2020, 102% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest; (iii) during the period from February 15, 2020 through February 14, 2021, 104% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, and (iv) thereafter, 106% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. Additional information regarding the Unsecured Notes and the indenture governing the notes is contained in the Form 8-K filed by the Company with the SEC on August 7, 2018. Warrants Delisting In February 2018, a hearings panel of The Nasdaq Stock Market LLC (“Nasdaq”) established a July 3, 2018 deadline for the Company to comply with the minimum holder requirement applicable to the Company’s warrants. On July 10, 2018, the Company was notified that its warrants would be delisted from The Nasdaq Capital Market based on the Company’s failure to satisfy a minimum holder requirement applicable to the warrants. Trading for the Company’s warrants was suspended at the opening of business on July 12, 2018, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the warrants from listing and registration on Nasdaq. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US (“GAAP”) for complete financial statements. The accompanying condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position and the results of operations for the interim periods presented. The results of consolidated operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 . |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. The Business Combination was accounted for as a reverse recapitalization in accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations . Although WSC was the indirect acquirer of WSII for legal purposes, WSII was considered the acquirer for accounting and financial reporting purposes. As a result of WSII being the accounting acquirer, the financial reports filed with the US Securities and Exchange Commission (the “SEC”) by the Company subsequent to the Business Combination are prepared “as if” WSII is the predecessor and legal successor to the Company. The historical operations of WSII are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of WSII prior to the Business Combination; (ii) the combined results of the Company and WSII following the Business Combination on November 29, 2017; (iii) the assets and liabilities of WSII at their historical cost; and (iv) WSC’s equity structure for all periods presented. The recapitalization of the number of shares of common stock attributable to the purchase of WSII in connection with the Business Combination is reflected retroactively to the earliest period presented and will be utilized for calculating earnings per share in all prior periods presented. No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction consistent with the treatment of the transaction as a reverse capitalization of WSII. WSII’s remote accommodations business, which consisted of Target Logistics Management LLC (“Target Logistics”) and its subsidiaries and Chard Camp Catering Services (“Chard,” and together with Target Logistics, the “Remote Accommodations Business”), was transferred to other Algeco Group members on November 28, 2017 in a transaction under common control and was not included as part of the Business Combination. The operating results of the Remote Accommodations Business, net of tax, for the three and six months ended June 30, 2017 have been reported as discontinued operations in the condensed consolidated financial statements. |
Recently Issued and Adopted Accounting Standards | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which prescribes a single comprehensive model for entities to use in the accounting for revenue arising from contracts with customers. The new guidance will supersede virtually all existing revenue guidance under GAAP and is effective for annual reporting periods beginning after December 15, 2018. Early adoption for non-public entities is permitted starting with annual reporting periods beginning after December 15, 2016. The core principle contemplated by this new standard was that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. In April and May 2016, the FASB also issued clarifying updates to the new standard specifically to address certain core principles including the identification of performance obligations, licensing guidance, the assessment of the collectability criterion, the presentation of taxes collected from customers, non-cash considerations, contract modifications and completed contracts at transition. The Company is currently finalizing its evaluation of the impact that the updated guidance will have on the Company’s financial statements and related disclosures. As part of the evaluation process, the Company is holding regular meetings with key stakeholders from across the organization to discuss the impact of the standard on its existing contracts. The Company plans to adopt Topic 606 using the modified retrospective transition approach. The Company is utilizing a bottom-up approach to analyze the impact of the standard on its portfolio of contracts by reviewing the Company’s current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to the Company’s existing revenue contracts. As part of its implementation project, the Company has prepared analysis with respect to revenue stream scoping, performed contract reviews, developed an preliminary gap analysis and evaluated the revised disclosure requirements. The Company intends to determine the preliminary impact on the Company’s financial statements during the third quarter of 2018. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This guidance revises existing practice related to accounting for leases under ASC Topic 840, Leases (“ASC 840”) for both lessees and lessors. The new guidance requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial direct costs. For income statement purposes, the new standard retains a dual model similar to ASC 840, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current accounting by lessees for operating leases under ASC 840) while finance leases will result in a front-loaded expense pattern (similar to current accounting by lessees for capital leases under ASC 840). While the new standard maintains similar accounting for lessors as under ASC 840, the new standard reflects updates to, among other things, align with certain changes to the lessee model. The new standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities. The guidance includes a number of practical expedients that the Company may elect to apply. The impact of adopting Topic 842 will depend on the Company’s lease portfolio as of the adoption date. The Company will continue to evaluate the impacts of this guidance on its financial position, results of operations, and cash flows. The Company is planning to update its systems, processes and internal controls to meet the new reporting and disclosure requirements. Recently Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. During December 2017, shortly after the Tax Cuts and Jobs Act (the “Tax Act”) was enacted, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) which provides guidance on accounting for the Tax Act’s impact. SAB 118 provides a measurement period, which in no case should extend beyond one year from the Tax Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Act under ASC Topic 740. Per SAB 118, companies must reflect the income tax effects of the Tax Act in the reporting period in which the accounting under ASC Topic 740 is complete. To the extent the accounting for certain income tax effects of the Tax Act is incomplete, companies can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first reporting period in which a reasonable estimate can be determined. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to the Tax Act being enacted. If a company is unable to provide a reasonable estimate of the impacts of the Tax Act in a reporting period, a provisional amount must be recorded in the first reporting period in which a reasonable estimate can be determined. As a result of the Tax Act, in 2017, the Company remeasured its net deferred tax liabilities and recognized a provisional net benefit of $28.1 million . In addition, based on information currently available, the Company recorded a provisional income tax expense of $2.4 million in 2017 related to the deemed repatriation of foreign earnings. The Company recorded a minor adjustment in 2018 to the provisional amounts recorded in its financial statements for the year ended December 31, 2017 (see Note 8 ) and continues to evaluate the provisions of the Tax Act including guidance from the Department of Treasury and Internal Revenue Service. Additionally, the Company expects to file its US tax return for 2017 during the fourth quarter of 2018 and any changes to the estimates used to the final tax positions for temporary differences, earnings and profits will result in adjustments of the remeasurement amounts for the Tax Act recorded as of December 31, 2017. The Company continues to evaluate the impact of the Global Low Taxed Intangible Income (“GILTI”) provision of the Tax Act. The Company is required to make an accounting policy election of either (1) treating GILTI as a current period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. The Company has not completed its analysis and has not made a determination of its accounting policy for GILTI. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The table below presents unaudited pro-forma consolidated statements of operations information as if Acton had been included in the Company’s consolidated results for the six months ended June 30, 2017 : (in thousands) Six Months Ended WSC historic revenues (a) $ 209,398 Acton historic revenues 47,388 Pro-forma revenues $ 256,786 WSC historic pretax loss (a) $ (32,258 ) Acton historic pretax loss (275 ) Pro-forma pretax loss (32,533 ) Pro-forma adjustments to combined pretax loss: Impact of fair value mark-ups/useful life changes on depreciation (b) (1,272 ) Intangible asset amortization (c) (354 ) Interest expense (d) (5,431 ) Elimination of historic Acton interest (e) 2,514 Pro-forma pretax loss (37,076 ) Income tax benefit (11,652 ) Pro-forma loss from continuing operations (25,424 ) Income from discontinued operations 6,045 Pro-forma net loss $ (19,379 ) (a) Excludes historic revenues and pre-tax income from discontinued operations (b) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the Acton acquisition. The useful lives assigned to such equipment did not change significantly from the useful lives used by Acton. (c) Amortization of the trade name acquired in Acton acquisition. (d) In connection with the Acton acquisition, the Company drew $237.1 million on the ABL Facility. As of June 30, 2018, the weighted- average interest rate of ABL borrowings was 4.58% . (e) Interest on Acton historic debt was eliminated. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Income from discontinued operations, net of tax, for the three and six months ended June 30, 2017 was as follows: (in thousands) Three Months Ended Six Months Ended Remote accommodations revenue $ 31,487 $ 58,565 Remote accommodations costs of leasing and services 13,163 24,738 Depreciation of rental equipment 6,119 12,542 Gross profit 12,205 21,285 Selling, general and administrative expenses 3,499 6,531 Other depreciation and amortization 1,257 2,508 Restructuring costs 380 770 Other income, net (37 ) (40 ) Operating profit 7,106 11,516 Interest expense 739 1,420 Income from discontinued operations, before income tax 6,367 10,096 Income tax expense 2,527 4,051 Income from discontinued operations, net of tax $ 3,840 $ 6,045 Revenues and costs related to the Remote Accommodations Business for the three and six months ended June 30, 2017 were as follows: (in thousands) Three Months Ended Six Months Ended Remote accommodations revenue: Lease revenue $ 14,613 $ 28,577 Service revenue 16,874 29,988 Total remote accommodations revenue $ 31,487 $ 58,565 Remote accommodation costs: Cost of leases $ 2,023 $ 4,200 Cost of services 11,140 20,538 Total remote accommodations costs $ 13,163 $ 24,738 Cash flows from the Company’s discontinued operations are included in the condensed consolidated statements of cash flows. The significant cash flow items from discontinued operations for the six months ended June 30, 2017 were as follows: (in thousands) June 30, 2017 Depreciation and amortization $ 15,050 Capital expenditures $ 4,213 |
Rental Equipment, net (Tables)
Rental Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Rental Equipment, Net | Rental equipment, net, at the respective balance sheet dates consisted of the following: (in thousands) June 30, 2018 December 31, 2017 Modular units and portable storage $ 1,445,769 $ 1,385,901 Value added products and services 66,834 59,566 Total rental equipment 1,512,603 1,445,467 Less: accumulated depreciation (437,563 ) (405,321 ) Rental equipment, net $ 1,075,040 $ 1,040,146 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill activity | Changes in the carrying amount of goodwill were as follows: (in thousands) Modular – US Modular – Other Total Balance at January 1, 2017 $ — $ 56,811 $ 56,811 Acquisition of a business 28,609 — 28,609 Effects of movements in foreign exchange rates — 3,932 3,932 Impairment losses — (60,743 ) (60,743 ) Balance at December 31, 2017 28,609 — 28,609 Acquisition of a business 3,406 — 3,406 Changes to preliminary purchase price allocations 1,555 — 1,555 Balance at June 30, 2018 $ 33,570 $ — $ 33,570 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying value of debt outstanding at at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity June 30, 2018 December 31, 2017 Senior secured notes 7.875% 2022 $ 291,456 $ 290,687 US ABL Facility Varies 2022 356,759 297,323 Canadian ABL Facility (a) Varies 2022 — — Capital lease and other financing obligations 38,309 38,736 Total debt 686,524 626,746 Less: current portion of long-term debt (1,883 ) (1,881 ) Total long-term debt $ 684,641 $ 624,865 (a) At June 30, 2018 , the Company had no outstanding borrowings on the Canadian ABL Facility and $1.5 million of related debt issuance costs. As there were no principal borrowings outstanding on the Canadian ABL Facility as of December 31, 2017 , $1.8 million of debt issuance costs related to that facility are included in other non-current assets on the condensed consolidated balance sheet. |
Debt Redemption | On or after December 15, 2019, WSII, at its option, may redeem the Notes, in whole or in part, at the redemption prices expressed as percentages of principal amount set forth below, plus accrued and unpaid interest to, but not including, the applicable redemption date (subject to the right of Note holders on the relevant record date to receive interest due on an interest payment date falling on or prior to the redemption date), if redeemed during the twelve month period beginning on December 15 of each of the years set forth below: Year Redemption Price 2019 103.938 % 2020 101.969 % 2021 and thereafter 100.000 % |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2018 and 2017 were as follows: (in thousands) Foreign Currency Translation Adjustment Total Balance at December 31, 2017 $ (49,497 ) $ (49,497 ) Total other comprehensive loss (2,380 ) (2,380 ) Reclassifications to accumulated deficit (a) (2,540 ) (2,540 ) Balance at June 30, 2018 $ (54,417 ) $ (54,417 ) (in thousands) Foreign Currency Translation Adjustment Total Balance at December 31, 2016 $ (56,928 ) $ (56,928 ) Total other comprehensive loss 5,783 5,783 Balance at June 30, 2017 $ (51,145 ) $ (51,145 ) (a) In the first quarter of 2018, the Company elected to early adopt ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which resulted in a discrete reclassification of $2.5 million from accumulated other comprehensive loss to accumulated deficit effective January 1, 2018. |
Schedule of Noncontrolling Interest | The changes in the non-controlling interest for the six months ended June 30, 2018 were as follows: (in thousands) Total Balance at December 31, 2017 $ 48,931 Net loss attributable to non-controlling interest (505 ) Other comprehensive loss (269 ) Balance at June 30, 2018 $ 48,157 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Financial Assets and Liabilities | The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy: June 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Financial liabilities not measured at fair value ABL Facility (see Note 6) $ 356,759 $ — $ 368,000 $ — $ 297,323 $ — $ 310,000 $ — Notes (see Note 6) 291,456 — 312,567 — 290,687 — 310,410 — Total $ 648,215 $ — $ 680,567 $ — $ 588,010 $ — $ 620,410 $ — |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Summary of Activities in the Restructuring Accruals | The following is a summary of the activity in the Company’s restructuring accruals for the six months ended June 30, 2018 and 2017 : Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2018 2017 2018 2017 Balance at beginning of the period $ 755 $ 1,726 $ 227 $ 1,793 Charges during the period 449 684 1,077 968 Cash payments during the period (234 ) (286 ) (330 ) (639 ) Currency (3 ) 6 (7 ) 8 Balance at end of period $ 967 $ 2,130 $ 967 $ 2,130 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock Awards | The following table summarizes the Company’s RSA activity for the six months ended June 30, 2018 : Number of Shares Weighted-Average Grant Date Fair Value Balance, December 31, 2017 — $ — Granted 27,675 13.60 Forfeited — — Balance, June 30, 2018 27,675 $ 13.60 |
Restricted Stock Units | The following table summarizes the Company's RSU award activity for the six months ended June 30, 2018 : Number of Shares Weighted-Average Grant Date Fair Value Balance, December 31, 2017 — $ — Granted 921,730 13.60 Forfeited (35,050 ) 13.60 Balance, June 30, 2018 886,680 $ 13.60 |
Stock Option Awards | The following table summarizes the Company's stock option activity for the six months ended June 30, 2018 : Number of Options Weighted-Average Exercise Price per Share ($) Outstanding options, December 31, 2017 — $ — Granted 589,257 13.60 Exercised — — Forfeited — — Outstanding options, June 30, 2018 589,257 $ 13.60 Fully vested and exercisable options, end of period — $ — |
Assumptions Made for the Valuation of Stock Options | The fair value of each option award at grant date was estimated using the Black-Scholes option-pricing model with the following assumptions: Assumptions Expected volatility 36 % Expected dividend yield — Risk-free interest rate 2.73 % Expected term (in years) 6.25 Exercise price $ 13.60 Weighted-average grant date fair value $ 5.51 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables set forth certain information regarding each of the Company’s reportable segments for the three and six months ended June 30, 2018 and 2017 , respectively: Three Months Ended June 30, 2018 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 90,965 $ 10,284 $ 101,249 Modular delivery and installation 27,390 4,023 31,413 Sales: New units 4,149 1,087 5,236 Rental units 2,309 126 2,435 Total Revenues $ 124,813 $ 15,520 $ 140,333 Costs: Cost of leasing and services: Modular leasing $ 24,505 $ 2,624 $ 27,129 Modular delivery and installation 26,310 3,817 30,127 Cost of sales: New units 2,876 828 3,704 Rental units 1,164 99 1,263 Depreciation of rental equipment 20,217 3,253 23,470 Gross profit $ 49,741 $ 4,899 $ 54,640 Adjusted EBITDA $ 38,104 $ 3,812 $ 41,916 Other selected data: Selling, general and administrative expense $ 43,325 $ 4,409 $ 47,734 Other depreciation and amortization $ 1,354 $ 216 $ 1,570 Capital expenditures for rental fleet $ 30,931 $ 1,748 $ 32,679 Three Months Ended June 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Revenues: Leasing and services revenue: Modular leasing $ 64,854 $ 8,242 $ (142 ) $ 72,954 Modular delivery and installation 20,970 1,979 — 22,949 Sales: New units 8,550 846 — 9,396 Rental units 3,835 943 — 4,778 Total Revenues $ 98,209 $ 12,010 $ (142 ) $ 110,077 Costs: Cost of leasing and services: Modular leasing $ 19,338 $ 2,002 $ — $ 21,340 Modular delivery and installation 20,393 1,946 — 22,339 Cost of sales: New units 6,072 696 (2 ) 6,766 Rental units 1,923 652 — 2,575 Depreciation of rental equipment 14,529 2,945 — 17,474 Gross profit (loss) $ 35,954 $ 3,769 $ (140 ) $ 39,583 Adjusted EBITDA $ 26,329 $ 2,506 $ (2,588 ) $ 26,247 Other selected data: Selling, general and administrative expense $ 24,181 $ 4,223 $ 3,248 $ 31,652 Other depreciation and amortization $ 1,301 $ 244 $ 345 $ 1,890 Capital expenditures for rental fleet $ 25,909 $ 1,716 $ — $ 27,625 Six Months Ended June 30, 2018 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 178,913 $ 19,598 $ 198,511 Modular delivery and installation 51,360 6,303 57,663 Sales: New units 10,964 1,700 12,664 Rental units 5,663 583 6,246 Total Revenues $ 246,900 $ 28,184 $ 275,084 Costs: Cost of leasing and services: Modular leasing $ 49,562 $ 4,729 $ 54,291 Modular delivery and installation 49,250 6,398 55,648 Cost of sales: — New units 7,442 1,249 8,691 Rental units 3,193 385 3,578 Depreciation of rental equipment 40,904 6,411 47,315 Gross profit $ 96,549 $ 9,012 $ 105,561 Adjusted EBITDA $ 70,716 $ 6,692 $ 77,408 Other selected data: Selling, general and administrative expense $ 84,146 $ 8,802 $ 92,948 Other depreciation and amortization $ 3,559 $ 447 $ 4,006 Capital expenditures for rental fleet $ 61,455 $ 3,308 $ 64,763 Six Months Ended June 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Revenues: Leasing and services revenue: Modular leasing $ 126,032 $ 16,204 $ (295 ) $ 141,941 Modular delivery and installation 38,324 3,629 — 41,953 Sales: New units 12,556 2,326 — 14,882 Rental units 8,712 1,910 — 10,622 Total Revenues $ 185,624 $ 24,069 $ (295 ) $ 209,398 Costs: Cost of leasing and services: Modular leasing $ 36,713 $ 3,729 $ — $ 40,442 Modular delivery and installation 37,067 3,405 — 40,472 Cost of sales: — New units 8,685 1,813 (12 ) 10,486 Rental units 5,036 1,247 — 6,283 Depreciation of rental equipment 28,354 5,840 — 34,194 Gross profit (loss) $ 69,769 $ 8,035 $ (283 ) $ 77,521 Adjusted EBITDA $ 50,012 $ 5,625 $ (7,444 ) $ 48,193 Other selected data: Selling, general and administrative expense $ 48,127 $ 8,277 $ 8,009 $ 64,413 Other depreciation and amortization $ 2,639 $ 491 $ 701 $ 3,831 Capital expenditures for rental fleet $ 47,958 $ 2,344 $ — $ 50,302 |
Reconciliation of Assets from Segment to Consolidated | The following tables present a reconciliation of the Company’s loss from continuing operations before income tax to Adjusted EBITDA by segment for the three and six months ended June 30, 2018 and 2017 , respectively: Three Months Ended June 30, 2018 (in thousands) Modular - US Modular - Other North America Total Loss from continuing operations before income taxes $ (5,533 ) $ (733 ) $ (6,266 ) Interest expense, net 11,663 492 12,155 Depreciation and amortization 21,571 3,469 25,040 Currency losses, net 114 458 572 Restructuring costs 449 — 449 Integration costs 4,785 — 4,785 Stock compensation expense 1,054 — 1,054 Transaction fees 4,049 69 4,118 Other (income) expense (48 ) 57 9 Adjusted EBITDA $ 38,104 $ 3,812 $ 41,916 Three Months Ended June 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Loss from continuing operations before income taxes $ 320 $ (1,442 ) $ (13,883 ) $ (15,005 ) Interest expense, net 15,953 1,038 9,407 26,398 Depreciation and amortization 15,830 3,189 345 19,364 Currency gains, net (5,800 ) (294 ) (403 ) (6,497 ) Restructuring costs — — 684 684 Transaction fees 46 — 730 776 Other expense (20 ) 15 532 527 Adjusted EBITDA $ 26,329 $ 2,506 $ (2,588 ) $ 26,247 Six Months Ended June 30, 2018 (in thousands) Modular - US Modular - Other North America Total Loss from continuing operations before income taxes $ (10,841 ) $ (2,680 ) $ (13,521 ) Interest expense, net 22,823 1,051 23,874 Depreciation and amortization 44,463 6,858 51,321 Currency losses, net 271 1,325 1,596 Restructuring costs 1,067 10 1,077 Integration costs 7,415 — 7,415 Stock compensation expense 1,175 — 1,175 Transaction fees 4,049 69 4,118 Other expense 294 59 353 Adjusted EBITDA $ 70,716 $ 6,692 $ 77,408 Six Months Ended June 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Loss from continuing operations before income taxes $ (5,210 ) $ (2,458 ) $ (24,590 ) $ (32,258 ) Interest expense, net 31,512 2,216 14,747 48,475 Depreciation and amortization 30,993 6,331 701 38,025 Currency gains, net (7,399 ) (481 ) (619 ) (8,499 ) Restructuring costs — — 968 968 Transaction fees 46 — 816 862 Other expense 70 17 533 620 Adjusted EBITDA $ 50,012 $ 5,625 $ (7,444 ) $ 48,193 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table is a reconciliation of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted income (loss) per share for the three and six months ended June 30, 2018 and 2017: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share numbers) 2018 2017 2018 2017 Numerator Income (loss) from continuing operations $ 379 $ (9,736 ) $ (6,456 ) $ (22,120 ) Income from discontinued operations, net of tax — 3,840 — 6,045 Net income (loss) 379 (5,896 ) (6,456 ) (16,075 ) Net income (loss) attributable to non-controlling interest, net of tax 143 — (505 ) — Total income (loss) attributable to WSC $ 236 $ (5,896 ) $ (5,951 ) $ (16,075 ) Denominator Average shares outstanding - basic 78,432,274 14,545,833 77,814,456 14,545,833 Average effect of dilutive securities: Warrants 3,745,030 — — — Restricted stock awards 2,782 — — — Average shares outstanding - diluted $ 82,180,086 $ 14,545,833 $ 77,814,456 $ 14,545,833 Income (loss) per share - basic Continuing operations - basic $ 0.00 $ (0.67 ) $ (0.08 ) $ (1.53 ) Discontinued operations - basic $ 0.00 $ 0.26 $ 0.00 $ 0.42 Net income (loss) per share - basic $ 0.00 $ (0.41 ) $ (0.08 ) $ (1.11 ) Income (loss) per share - diluted Continuing operations - basic $ 0.00 $ (0.67 ) $ (0.08 ) $ (1.53 ) Discontinued operations - basic $ 0.00 $ 0.26 $ 0.00 $ 0.42 Net income (loss) per share - basic $ 0.00 $ (0.41 ) $ (0.08 ) $ (1.11 ) |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties | Related party transactions included in the Company’s consolidated statement of operations for the three and six months ended June 30, 2018 and 2017 , respectively, consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in thousands) Financial statement line item 2018 2017 2018 2017 Leasing revenue from related parties Modular leasing revenue $ (233 ) $ — $ (525 ) $ — Management fees and recharge income on transactions with affiliates Selling, general & administrative expenses — 1,502 — 151 Interest income on notes due from affiliates Interest income — (3,509 ) — (6,093 ) Interest expense on notes due to affiliates Interest expense — 15,990 — 30,727 Total related party (income) expense, net $ (233 ) $ 13,983 $ (525 ) $ 24,785 Related party balances included in the Company’s consolidated balance sheet at June 30, 2018 and December 31, 2017 , consisted of the following: (in thousands) Financial statement line Item June 30, 2018 December 31, 2017 Receivables due from affiliates Prepaid expenses and other current assets $ 180 $ 2,863 Amounts due to affiliates Accrued liabilities (873 ) (1,235 ) Total related party liabilities, net $ (693 ) $ 1,628 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||
Percentage ownership by company | 90.00% | |
Percentage ownership by TDR Capital LLP | 10.00% | |
Provisional tax benefit from remeasurement of deferred tax liabilities | $ 28.1 | |
Provisional tax expense from the deemed repatriation of foreign earnings | $ 2.4 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Jun. 21, 2018 | Jan. 03, 2018 | Dec. 20, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 33,570,000 | $ 33,570,000 | $ 28,609,000 | $ 56,811,000 | |||||
Cash purchase price | 24,006,000 | $ 0 | |||||||
Integration fees | 4,785,000 | 7,415,000 | |||||||
Transaction fees | 4,118,000 | $ 776,000 | 4,118,000 | $ 862,000 | |||||
Tyson Onsite | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration | $ 24,000,000 | ||||||||
Tyson Onsite | Adjustment | |||||||||
Business Acquisition [Line Items] | |||||||||
Rental fleet | 600,000 | 600,000 | |||||||
Accrued liabilities | 200,000 | 200,000 | |||||||
Acton Mobile Holdings LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of issued and outstanding ownership interests acquired | 100.00% | ||||||||
Cash purchase price | $ 237,100,000 | ||||||||
Integration fees | 4,800,000 | 7,400,000 | |||||||
Acton Mobile Holdings LLC | Adjustment | |||||||||
Business Acquisition [Line Items] | |||||||||
Accrued liabilities | $ 2,000,000 | 2,000,000 | |||||||
Modular Space Holdings, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 1,063,750,000 | ||||||||
Termination fee | $ 35,000,000 | ||||||||
Transaction fees | $ 4,100,000 | ||||||||
Class A Common Stock | Modular Space Holdings, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Warrants exercise price (in USD per share) | $ 15.50 | ||||||||
Common Stock | Class A Common Stock | Modular Space Holdings, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock (in shares) | 6,458,500 | ||||||||
Warrants | Class A Common Stock | Modular Space Holdings, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock (in shares) | 10,000,000 |
Acquisitions - Pro-Forma Consol
Acquisitions - Pro-Forma Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | Dec. 20, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||||
Revenues | $ 140,333 | $ 110,077 | $ 275,084 | $ 209,398 | |
Pretax loss | $ (6,266) | $ (15,005) | $ (13,521) | (32,258) | |
Revolving Credit Facility | Line of Credit | ABL Facility | |||||
Business Acquisition [Line Items] | |||||
Weighted average interest rate for borrowings | 4.58% | 4.58% | |||
Acton Mobile Holdings LLC | |||||
Business Acquisition [Line Items] | |||||
Pro-forma revenues | 256,786 | ||||
Pretax loss | (37,076) | ||||
Pro-forma pretax loss | (32,533) | ||||
Income tax benefit | (11,652) | ||||
Pro-forma loss from continuing operations | (25,424) | ||||
Income from discontinued operations | 6,045 | ||||
Pro-forma net loss | (19,379) | ||||
Draw down of debt | $ 237,100 | ||||
Acton Mobile Holdings LLC | Impact of fair value mark-ups/useful life changes on depreciation | |||||
Business Acquisition [Line Items] | |||||
Pretax loss | (1,272) | ||||
Acton Mobile Holdings LLC | Intangible asset amortization | |||||
Business Acquisition [Line Items] | |||||
Pretax loss | (354) | ||||
Acton Mobile Holdings LLC | Interest expense | |||||
Business Acquisition [Line Items] | |||||
Pretax loss | (5,431) | ||||
Acton Mobile Holdings LLC | Elimination of historic Acton interest | |||||
Business Acquisition [Line Items] | |||||
Pretax loss | 2,514 | ||||
Acton Mobile Holdings LLC | |||||
Business Acquisition [Line Items] | |||||
Revenues | 47,388 | ||||
Pretax loss | $ (275) |
Discontinued Operations - Incom
Discontinued Operations - Income (Loss) from Discontinued Operations, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations, net of tax | $ (143) | $ 0 | $ 505 | $ 0 |
Remote accommodations | Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Remote accommodations revenue | 31,487 | 58,565 | ||
Remote accommodations costs of leasing and services | 13,163 | 24,738 | ||
Depreciation of rental equipment | 6,119 | 12,542 | ||
Gross profit | 12,205 | 21,285 | ||
Selling, general and administrative expenses | 3,499 | 6,531 | ||
Other depreciation and amortization | 1,257 | 2,508 | ||
Restructuring costs | 380 | 770 | ||
Other income, net | (37) | (40) | ||
Operating profit | 7,106 | 11,516 | ||
Interest expense | 739 | 1,420 | ||
Income from discontinued operations, before income tax | 6,367 | 10,096 | ||
Income tax expense | 2,527 | 4,051 | ||
Income from discontinued operations, net of tax | $ 3,840 | $ 6,045 |
Discontinued Operations - Reven
Discontinued Operations - Revenues and Costs Related to Remote Accommodations Business (Details) - Remote accommodations - Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Remote accommodations revenue: | ||
Lease revenue | $ 14,613 | $ 28,577 |
Service revenue | 16,874 | 29,988 |
Total remote accommodations revenue | 31,487 | 58,565 |
Remote accommodation costs: | ||
Cost of leases | 2,023 | 4,200 |
Cost of services | 11,140 | 20,538 |
Total remote accommodations costs | $ 13,163 | $ 24,738 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flows from Discontinued Operations (Details) - Remote accommodations - Discontinued Operations $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Depreciation and amortization | $ 15,050 |
Capital expenditures | $ 4,213 |
Rental Equipment, net (Details)
Rental Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Total rental equipment | $ 1,512,603 | $ 1,512,603 | $ 1,445,467 |
Less: accumulated depreciation | (437,563) | (437,563) | (405,321) |
Rental equipment, net | 1,075,040 | 1,075,040 | 1,040,146 |
Insurance proceeds | 1,800 | 9,300 | |
Gain on insurance proceeds | 1,800 | 4,800 | |
Modular units and portable storage | |||
Property, Plant and Equipment [Line Items] | |||
Total rental equipment | 1,445,769 | 1,445,769 | 1,385,901 |
Value added products and services | |||
Property, Plant and Equipment [Line Items] | |||
Total rental equipment | $ 66,834 | $ 66,834 | $ 59,566 |
Goodwill - Goodwill Activity (D
Goodwill - Goodwill Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 28,609 | $ 56,811 |
Acquisition of a business | 3,406 | 28,609 |
Effects of movements in foreign exchange rates | 3,932 | |
Impairment losses | (60,743) | |
Changes to preliminary purchase price allocations | 1,555 | |
Goodwill, end of period | 33,570 | 28,609 |
Modular – US | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 28,609 | 0 |
Acquisition of a business | 3,406 | 28,609 |
Effects of movements in foreign exchange rates | 0 | |
Impairment losses | 0 | |
Changes to preliminary purchase price allocations | 1,555 | |
Goodwill, end of period | 33,570 | 28,609 |
Modular – Other North America | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 0 | 56,811 |
Acquisition of a business | 0 | 0 |
Effects of movements in foreign exchange rates | 3,932 | |
Impairment losses | (60,743) | |
Changes to preliminary purchase price allocations | 0 | |
Goodwill, end of period | $ 0 | $ 0 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | Jan. 03, 2018 | Dec. 20, 2017 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | |||||
Acquisition of a business | $ 3,406 | $ 28,609 | |||
Changes to preliminary purchase price allocations | 1,555 | ||||
Modular – US | |||||
Goodwill [Line Items] | |||||
Acquisition of a business | 3,406 | $ 28,609 | |||
Changes to preliminary purchase price allocations | 1,555 | ||||
Modular – US | Acton Mobile Holdings LLC | |||||
Goodwill [Line Items] | |||||
Acquisition of a business | $ 28,600 | ||||
Modular – US | Tyson Onsite | |||||
Goodwill [Line Items] | |||||
Acquisition of a business | $ 3,400 | ||||
Changes to preliminary purchase price allocations | $ 1,000 | $ 2,000 | |||
Adjustment | Tyson Onsite | |||||
Goodwill [Line Items] | |||||
Net assets | $ 400 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Nov. 29, 2017 |
Debt Instrument [Line Items] | |||
Capital lease and other financing obligations | $ 38,309,000 | $ 38,736,000 | |
Total debt | 686,524,000 | 626,746,000 | |
Less: current portion of long-term debt | (1,883,000) | (1,881,000) | |
Total long-term debt | $ 684,641,000 | 624,865,000 | |
Senior Notes | Senior secured notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 7.875% | 7.875% | |
Debt | $ 291,456,000 | 290,687,000 | |
Debt issuance costs | 8,500,000 | 9,300,000 | |
Line of Credit | US ABL Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt | 356,759,000 | 297,323,000 | |
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt | 0 | 0 | |
Debt issuance costs | $ 1,500,000 | ||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | Other Non-current Assets | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 1,800,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Nov. 29, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jul. 31, 2018 | Jul. 09, 2018 | Oct. 31, 2012 |
Debt Instrument [Line Items] | |||||||||
Capital lease obligations | $ 38,309,000 | $ 38,309,000 | $ 38,736,000 | ||||||
Interest expense on notes due to affiliates | 0 | $ 15,990,000 | 0 | $ 30,727,000 | |||||
Interest income for notes from affiliates | 0 | 3,509,000 | 0 | 6,093,000 | |||||
Affiliates | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense on notes due to affiliates | 16,600,000 | 31,300,000 | |||||||
Interest income for notes from affiliates | 3,500,000 | 6,100,000 | |||||||
Line of Credit | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit amount outstanding | 8,900,000 | 8,900,000 | 8,900,000 | ||||||
Senior Notes | Senior secured notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | $ 5,900,000 | $ 11,700,000 | |||||||
Debt, face amount | $ 300,000,000 | ||||||||
Interest rate | 7.875% | 7.875% | 7.875% | ||||||
Unamortized debt issuance costs | $ 8,500,000 | $ 8,500,000 | 9,300,000 | ||||||
Senior Notes | Any time Before December 15, 2019 | Senior secured notes | 100% of Principal | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price | 100.00% | ||||||||
Make whole premium percentage of outstanding principal | 100.00% | 100.00% | |||||||
Make whole premium basis spread on variable rate | 0.50% | 0.50% | |||||||
Senior Notes | Any time Before December 15, 2019 | Senior secured notes | 40% of Principal | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price | 107.875% | ||||||||
Redemption percentage of aggregate principal amount | 40.00% | ||||||||
Senior Notes | Any time Before December 15, 2019 | Senior secured notes | 10% of Principal | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price | 103.00% | ||||||||
Redemption percentage of aggregate principal amount | 10.00% | ||||||||
Capital Leases and Other Financing Obligations | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | $ 1,700,000 | $ 1,700,000 | 1,800,000 | ||||||
Capital Lease Obligations | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital lease obligations | $ 200,000 | $ 200,000 | 200,000 | ||||||
Capital Lease Obligations | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 1.20% | 1.20% | |||||||
Capital Lease Obligations | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 11.90% | 11.90% | |||||||
Sale Leaseback Transaction | |||||||||
Debt Instrument [Line Items] | |||||||||
Capital lease obligations | $ 38,100,000 | $ 38,100,000 | 38,500,000 | ||||||
Implicit interest rate | 8.00% | 8.00% | |||||||
Sale Leaseback Transaction | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Agreement term | 18 months | ||||||||
Sale Leaseback Transaction | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Agreement term | 10 years | ||||||||
Revolving Credit Facility | Line of Credit | Former Algeco Group Revolver | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 1,355,000,000 | ||||||||
Interest expense | $ 8,300,000 | $ 14,500,000 | |||||||
Revolving Credit Facility | Line of Credit | Former Algeco Group Revolver Denominated in USD | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 760,000,000 | ||||||||
Revolving Credit Facility | Line of Credit | Former Algeco Group Revolver Denominated in CAD | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 175,000,000 | ||||||||
Revolving Credit Facility | Line of Credit | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | 600,000,000 | |||||
Accordion feature | $ 300,000,000 | ||||||||
Applicable margin, step down | 0.25% | ||||||||
Applicable margin, step up | 0.25% | ||||||||
Weighted average interest rate for borrowings | 4.58% | 4.58% | |||||||
Available borrowing capacity | $ 219,600,000 | $ 219,600,000 | 281,100,000 | ||||||
Minimum fixed charge ratio | 1 | 1 | |||||||
Maximum total net leverage ratio | 5.50 | 5.50 | |||||||
Excess availability under facility to trigger covenant | $ 50,000,000 | $ 50,000,000 | |||||||
Excess availability as a percentage of the line cap to trigger covenant | 10.00% | 10.00% | |||||||
Outstanding principal | $ 368,000,000 | $ 368,000,000 | 310,000,000 | ||||||
Debt issuance costs and debt discount | 11,200,000 | 11,200,000 | 12,700,000 | ||||||
Revolving Credit Facility | Line of Credit | ABL Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee | 0.375% | ||||||||
Revolving Credit Facility | Line of Credit | ABL Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee | 0.50% | ||||||||
Revolving Credit Facility | Line of Credit | US ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 530,000,000 | ||||||||
Percentage of net book value of accounts receivable used in determining borrowing capacity | 85.00% | ||||||||
Percentage of net book value of eligible rental equipment used in determining borrowing capacity | 95.00% | ||||||||
Percentage of net orderly liquidation value of eligible rental equipment used in determining borrowing capacity | 85.00% | ||||||||
Available borrowing capacity | 153,100,000 | 153,100,000 | 211,100,000 | ||||||
Revolving Credit Facility | Line of Credit | Canadian ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 70,000,000 | ||||||||
Percentage of net book value of accounts receivable used in determining borrowing capacity | 85.00% | ||||||||
Percentage of net book value of eligible rental equipment used in determining borrowing capacity | 95.00% | ||||||||
Percentage of net orderly liquidation value of eligible rental equipment used in determining borrowing capacity | 85.00% | ||||||||
Available borrowing capacity | 66,500,000 | 66,500,000 | $ 70,000,000 | ||||||
Unamortized debt issuance costs | 1,500,000 | $ 1,500,000 | |||||||
Revolving Credit Facility | Line of Credit | LIBOR | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin | 2.50% | ||||||||
Revolving Credit Facility | Line of Credit | Base Rate | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Applicable margin | 1.50% | ||||||||
Letter of Credit | Line of Credit | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee | 2.625% | 2.625% | |||||||
Letter of Credit | Line of Credit | US ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 60,000,000 | $ 60,000,000 | |||||||
Letter of Credit | Line of Credit | Canadian ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 30,000,000 | 30,000,000 | |||||||
Swingline Loans | Line of Credit | US ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 50,000,000 | 50,000,000 | |||||||
Swingline Loans | Line of Credit | Canadian ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 25,000,000 | $ 25,000,000 | |||||||
Subsequent Event | Revolving Credit Facility | Line of Credit | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 1,350,000,000 | $ 1,350,000,000 | |||||||
Accordion feature | $ 450,000,000 | ||||||||
Minimum fixed charge ratio | 1 | ||||||||
Maximum total net leverage ratio | 5.50 | ||||||||
Excess availability under facility to trigger covenant | $ 135,000,000 | ||||||||
Excess availability as a percentage of the line cap to trigger covenant | 10.00% | ||||||||
Subsequent Event | Revolving Credit Facility | Line of Credit | US ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 1,200,000,000 | ||||||||
Subsequent Event | Revolving Credit Facility | Line of Credit | Canadian ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 150,000,000 | ||||||||
Subsequent Event | Letter of Credit | Line of Credit | US ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 75,000,000 | ||||||||
Subsequent Event | Letter of Credit | Line of Credit | Canadian ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 60,000,000 | ||||||||
Subsequent Event | Swingline Loans | Line of Credit | US ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 75,000,000 | ||||||||
Subsequent Event | Swingline Loans | Line of Credit | Canadian ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 50,000,000 |
Debt - Redemption Price Percent
Debt - Redemption Price Percentage (Details) - Senior Notes - Senior secured notes | 6 Months Ended |
Jun. 30, 2018 | |
2,019 | |
Debt Instrument [Line Items] | |
Redemption Price | 103.938% |
2,020 | |
Debt Instrument [Line Items] | |
Redemption Price | 101.969% |
2021 and thereafter | |
Debt Instrument [Line Items] | |
Redemption Price | 100.00% |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at December 31, 2017 | $ 484,550 | |
Total other comprehensive loss | (2,380) | $ 5,783 |
Reclassifications to accumulated deficit | (2,540) | |
Balance at June 30, 2018 | 476,620 | |
Reclassification from accumulated other comprehensive income to retained earnings from adoption of ASU 2018-02 | 2,500 | |
Foreign Currency Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at December 31, 2017 | (49,497) | (56,928) |
Total other comprehensive loss | (2,380) | 5,783 |
Reclassifications to accumulated deficit | (2,540) | |
Balance at June 30, 2018 | (54,417) | (51,145) |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at December 31, 2017 | (49,497) | (56,928) |
Balance at June 30, 2018 | $ (54,417) | $ (51,145) |
Equity - Non-Controlling Intere
Equity - Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at December 31, 2017 | $ 484,550 | |||
Net loss attributable to non-controlling interest | $ 143 | $ 0 | (505) | $ 0 |
Balance at June 30, 2018 | 476,620 | 476,620 | ||
Non-Controlling Interest | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at December 31, 2017 | 48,931 | |||
Other comprehensive loss | (269) | |||
Balance at June 30, 2018 | $ 48,157 | $ 48,157 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ (6,645) | $ (5,269) | $ (7,065) | $ (10,138) | |
Effective tax rate | 106.10% | 24.30% | 52.30% | 24.80% | |
Discrete tax benefit from state legislative changes | $ 4,200 | ||||
Tax benefit for period | 19.80% | ||||
Income tax expense (benefit) related to foreign currency gains and losses | 200 | $ (2,500) | $ (400) | $ (3,100) | |
Income tax benefit for adjustment in provisional amounts for impacts of the tax act | $ 300 | $ 300 |
Fair Value Measures (Details)
Fair Value Measures (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | $ 648,215 | $ 588,010 |
Carrying Amount | ABL Facility | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 356,759 | 297,323 |
Carrying Amount | Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 291,456 | 290,687 |
Fair Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Fair Value | Level 1 | ABL Facility | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Fair Value | Level 1 | Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 680,567 | 620,410 |
Fair Value | Level 2 | ABL Facility | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 368,000 | 310,000 |
Fair Value | Level 2 | Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 312,567 | 310,410 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Fair Value | Level 3 | ABL Facility | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Fair Value | Level 3 | Notes | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | ||||||||
Restructuring costs | $ 449 | $ 684 | $ 1,077 | $ 968 | ||||
Restructuring accrual | $ 967 | $ 2,130 | $ 967 | $ 2,130 | $ 755 | $ 227 | $ 1,726 | $ 1,793 |
Restructuring - Summary of Acti
Restructuring - Summary of Activities in the Restructuring Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | $ 755 | $ 1,726 | $ 227 | $ 1,793 |
Charges during the period | 449 | 684 | 1,077 | 968 |
Cash payments during the period | (234) | (286) | (330) | (639) |
Currency | (3) | 6 | (7) | 8 |
Balance at end of period | $ 967 | $ 2,130 | $ 967 | $ 2,130 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares which may be granted under plan (in shares) | shares | 4,000,000 | 4,000,000 |
Number of options granted (in shares) | shares | 589,257 | |
Stock compensation expense | $ 1,054 | $ 1,175 |
Unrecognized compensation expense for options | 3,000 | $ 3,000 |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | shares | 27,675 | |
Vesting period | 1 year | |
Stock compensation expense | 100 | $ 100 |
Unrecognized compensation expense for awards | 300 | $ 300 |
Unrecognized compensation expense, period for recognition | 9 months | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | shares | 921,730 | |
Number of awards forfeited (in shares) | shares | 35,050 | |
Vesting period | 4 years | |
Stock compensation expense | 600 | $ 800 |
Compensation expense for awards, associated tax benefits | 200 | 200 |
Unrecognized compensation expense for awards | 11,200 | $ 11,200 |
Unrecognized compensation expense, period for recognition | 3 years 9 months | |
Stock Option Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Expiration period | 10 years | |
Stock compensation expense | 200 | $ 200 |
Compensation expense for awards, associated tax benefits | $ 0 | $ 100 |
Unrecognized compensation expense, period for recognition | 3 years 9 months |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) - Restricted Stock Awards | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 27,675 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 27,675 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 13.60 |
Forfeited (in USD per share) | $ / shares | 0 |
Ending balance (in USD per share) | $ / shares | $ 13.60 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 921,730 |
Forfeited (in shares) | shares | (35,050) |
Ending balance (in shares) | shares | 886,680 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 13.60 |
Forfeited (in USD per share) | $ / shares | 13.60 |
Ending balance (in USD per share) | $ / shares | $ 13.60 |
Stock-Based Compensation - Sc58
Stock-Based Compensation - Schedule of Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Options | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 589,257 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 589,257 |
Fully vested and exercisable options, end of year (in shares) | shares | 0 |
Weighted-Average Exercise Price per Share ($) | |
Beginning balance (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 13.60 |
Exercised (in USD per share) | $ / shares | 0 |
Forfeited (in USD per share) | $ / shares | 0 |
Ending balance (in USD per share) | $ / shares | 13.60 |
Fully vested and exercisable options, end of year (in USD per share) | $ / shares | $ 0 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-Based Compensation by Arrangement (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected volatility | 36.00% | |
Expected dividend yield | 0.00% | |
Risk-free interest rate | 2.73% | |
Expected term (in years) | 6 years 3 months | |
Exercise price (in USD per share) | $ 13.60 | $ 0 |
Weighted-average grant date fair value (in USD per share) | $ 5.51 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jun. 21, 2018USD ($) |
Modular Space Holdings, Inc | |
Business Acquisition [Line Items] | |
Termination fee | $ 35,000,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 2018business_linesegment | |
Segment Reporting [Abstract] | |
Number of business lines | business_line | 2 |
Number of operating segments | segment | 2 |
Segment Reporting - Segment Rep
Segment Reporting - Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Leasing and services revenue: | ||||
Modular leasing | $ 101,249 | $ 72,954 | $ 198,511 | $ 141,941 |
Modular delivery and installation | 31,413 | 22,949 | 57,663 | 41,953 |
Sales: | ||||
Total revenues | 140,333 | 110,077 | 275,084 | 209,398 |
Cost of leasing and services: | ||||
Modular leasing | 27,129 | 21,340 | 54,291 | 40,442 |
Modular delivery and installation | 30,127 | 22,339 | 55,648 | 40,472 |
Costs of sales: | ||||
Depreciation of rental equipment | 23,470 | 17,474 | 47,315 | 34,194 |
Gross profit | 54,640 | 39,583 | 105,561 | 77,521 |
Adjusted EBITDA | 41,916 | 26,247 | 77,408 | 48,193 |
Other selected data: | ||||
Selling, general and administrative expense | 47,734 | 31,652 | 92,948 | 64,413 |
Other depreciation and amortization | 1,570 | 1,890 | 4,006 | 3,831 |
Capital expenditures for rental fleet | 32,679 | 27,625 | 64,763 | 50,302 |
New units | ||||
Sales: | ||||
Sales | 5,236 | 9,396 | 12,664 | 14,882 |
Costs of sales: | ||||
Cost of sales | 3,704 | 6,766 | 8,691 | 10,486 |
Rental units | ||||
Sales: | ||||
Sales | 2,435 | 4,778 | 6,246 | 10,622 |
Costs of sales: | ||||
Cost of sales | 1,263 | 2,575 | 3,578 | 6,283 |
Corporate & Other | ||||
Leasing and services revenue: | ||||
Modular leasing | (142) | (295) | ||
Modular delivery and installation | 0 | 0 | ||
Sales: | ||||
Total revenues | (142) | (295) | ||
Cost of leasing and services: | ||||
Modular leasing | 0 | 0 | ||
Modular delivery and installation | 0 | 0 | ||
Costs of sales: | ||||
Depreciation of rental equipment | 0 | 0 | ||
Gross profit | (140) | (283) | ||
Adjusted EBITDA | (2,588) | (7,444) | ||
Other selected data: | ||||
Selling, general and administrative expense | 3,248 | 8,009 | ||
Other depreciation and amortization | 345 | 701 | ||
Capital expenditures for rental fleet | 0 | 0 | ||
Corporate & Other | New units | ||||
Sales: | ||||
Sales | 0 | 0 | ||
Costs of sales: | ||||
Cost of sales | (2) | (12) | ||
Corporate & Other | Rental units | ||||
Sales: | ||||
Sales | 0 | 0 | ||
Costs of sales: | ||||
Cost of sales | 0 | 0 | ||
Modular – US | Operating Segments | ||||
Leasing and services revenue: | ||||
Modular leasing | 90,965 | 64,854 | 178,913 | 126,032 |
Modular delivery and installation | 27,390 | 20,970 | 51,360 | 38,324 |
Sales: | ||||
Total revenues | 124,813 | 98,209 | 246,900 | 185,624 |
Cost of leasing and services: | ||||
Modular leasing | 24,505 | 19,338 | 49,562 | 36,713 |
Modular delivery and installation | 26,310 | 20,393 | 49,250 | 37,067 |
Costs of sales: | ||||
Depreciation of rental equipment | 20,217 | 14,529 | 40,904 | 28,354 |
Gross profit | 49,741 | 35,954 | 96,549 | 69,769 |
Adjusted EBITDA | 38,104 | 26,329 | 70,716 | 50,012 |
Other selected data: | ||||
Selling, general and administrative expense | 43,325 | 24,181 | 84,146 | 48,127 |
Other depreciation and amortization | 1,354 | 1,301 | 3,559 | 2,639 |
Capital expenditures for rental fleet | 30,931 | 25,909 | 61,455 | 47,958 |
Modular – US | Operating Segments | New units | ||||
Sales: | ||||
Sales | 4,149 | 8,550 | 10,964 | 12,556 |
Costs of sales: | ||||
Cost of sales | 2,876 | 6,072 | 7,442 | 8,685 |
Modular – US | Operating Segments | Rental units | ||||
Sales: | ||||
Sales | 2,309 | 3,835 | 5,663 | 8,712 |
Costs of sales: | ||||
Cost of sales | 1,164 | 1,923 | 3,193 | 5,036 |
Modular – Other North America | Operating Segments | ||||
Leasing and services revenue: | ||||
Modular leasing | 10,284 | 8,242 | 19,598 | 16,204 |
Modular delivery and installation | 4,023 | 1,979 | 6,303 | 3,629 |
Sales: | ||||
Total revenues | 15,520 | 12,010 | 28,184 | 24,069 |
Cost of leasing and services: | ||||
Modular leasing | 2,624 | 2,002 | 4,729 | 3,729 |
Modular delivery and installation | 3,817 | 1,946 | 6,398 | 3,405 |
Costs of sales: | ||||
Depreciation of rental equipment | 3,253 | 2,945 | 6,411 | 5,840 |
Gross profit | 4,899 | 3,769 | 9,012 | 8,035 |
Adjusted EBITDA | 3,812 | 2,506 | 6,692 | 5,625 |
Other selected data: | ||||
Selling, general and administrative expense | 4,409 | 4,223 | 8,802 | 8,277 |
Other depreciation and amortization | 216 | 244 | 447 | 491 |
Capital expenditures for rental fleet | 1,748 | 1,716 | 3,308 | 2,344 |
Modular – Other North America | Operating Segments | New units | ||||
Sales: | ||||
Sales | 1,087 | 846 | 1,700 | 2,326 |
Costs of sales: | ||||
Cost of sales | 828 | 696 | 1,249 | 1,813 |
Modular – Other North America | Operating Segments | Rental units | ||||
Sales: | ||||
Sales | 126 | 943 | 583 | 1,910 |
Costs of sales: | ||||
Cost of sales | $ 99 | $ 652 | $ 385 | $ 1,247 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Loss from continuing operations before income tax | $ (6,266) | $ (15,005) | $ (13,521) | $ (32,258) |
Interest expense, net | 12,155 | 26,398 | 23,874 | 48,475 |
Depreciation and amortization | 25,040 | 19,364 | 51,321 | 38,025 |
Currency losses (gains), net | 572 | (6,497) | 1,596 | (8,499) |
Restructuring costs | 449 | 684 | 1,077 | 968 |
Integration costs | 4,785 | 7,415 | ||
Stock compensation expense | 1,054 | 1,175 | ||
Transaction fees | 4,118 | 776 | 4,118 | 862 |
Other (income) expense | 9 | 527 | 353 | 620 |
Adjusted EBITDA | 41,916 | 26,247 | 77,408 | 48,193 |
Operating Segments | Modular – US | ||||
Segment Reporting Information [Line Items] | ||||
Loss from continuing operations before income tax | (5,533) | 320 | (10,841) | (5,210) |
Interest expense, net | 11,663 | 15,953 | 22,823 | 31,512 |
Depreciation and amortization | 21,571 | 15,830 | 44,463 | 30,993 |
Currency losses (gains), net | 114 | (5,800) | 271 | (7,399) |
Restructuring costs | 449 | 0 | 1,067 | 0 |
Integration costs | 4,785 | 7,415 | ||
Stock compensation expense | 1,054 | 1,175 | ||
Transaction fees | 4,049 | 46 | 4,049 | 46 |
Other (income) expense | (48) | (20) | 294 | 70 |
Adjusted EBITDA | 38,104 | 26,329 | 70,716 | 50,012 |
Operating Segments | Modular – Other North America | ||||
Segment Reporting Information [Line Items] | ||||
Loss from continuing operations before income tax | (733) | (1,442) | (2,680) | (2,458) |
Interest expense, net | 492 | 1,038 | 1,051 | 2,216 |
Depreciation and amortization | 3,469 | 3,189 | 6,858 | 6,331 |
Currency losses (gains), net | 458 | (294) | 1,325 | (481) |
Restructuring costs | 0 | 0 | 10 | 0 |
Integration costs | 0 | 0 | ||
Stock compensation expense | 0 | 0 | ||
Transaction fees | 69 | 0 | 69 | 0 |
Other (income) expense | 57 | 15 | 59 | 17 |
Adjusted EBITDA | $ 3,812 | 2,506 | $ 6,692 | 5,625 |
Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
Loss from continuing operations before income tax | (13,883) | (24,590) | ||
Interest expense, net | 9,407 | 14,747 | ||
Depreciation and amortization | 345 | 701 | ||
Currency losses (gains), net | (403) | (619) | ||
Restructuring costs | 684 | 968 | ||
Transaction fees | 730 | 816 | ||
Other (income) expense | 532 | 533 | ||
Adjusted EBITDA | $ (2,588) | $ (7,444) |
Income (Loss) Per Share - Narra
Income (Loss) Per Share - Narrative (Details) - shares | Jan. 19, 2018 | Nov. 29, 2017 | Jun. 30, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares released from escrow (in shares) | 6,212,500 | ||
Shares held in escrow (in shares) | 6,212,500 | ||
Stock Option Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares) | 589,257 | ||
Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares) | 886,680 | ||
Class A Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares placed in escrow (in shares) | 12,425,000 |
- Income (Loss) Per Share Recon
- Income (Loss) Per Share Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator | ||||
Income (loss) from continuing operations | $ 379 | $ (9,736) | $ (6,456) | $ (22,120) |
Income from discontinued operations, net of tax | 0 | 3,840 | 0 | 6,045 |
Net income (loss) | 379 | (5,896) | (6,456) | (16,075) |
Net income (loss) attributable to non-controlling interest, net of tax | 143 | 0 | (505) | 0 |
Total income (loss) attributable to WSC | $ 236 | $ (5,896) | $ (5,951) | $ (16,075) |
Denominator | ||||
Average shares outstanding - basic (in shares) | 78,432,274 | 14,545,833 | 77,814,456 | 14,545,833 |
Average effect of dilutive securities: | ||||
Warrants (in shares) | 3,745,030 | 0 | 0 | 0 |
Restricted stock awards (in shares) | 2,782 | 0 | 0 | 0 |
Average shares outstanding - diluted (in shares) | 82,180,086 | 14,545,833 | 77,814,456 | 14,545,833 |
Income (loss) per share - basic | ||||
Continuing operations - basic (in USD per share) | $ 0 | $ (0.67) | $ (0.08) | $ (1.53) |
Discontinued operations - basic (in USD per share) | 0 | 0.26 | 0 | 0.42 |
Net (loss) income per share - basic (in USD per share) | 0 | (0.41) | (0.08) | (1.11) |
Income (loss) per share - diluted | ||||
Continuing operations - diluted (in USD per share) | 0 | (0.67) | (0.08) | (1.53) |
Discontinued operations - diluted (in USD per share) | 0 | 0.26 | 0 | 0.42 |
Net (loss) income per share - diluted (in USD per share) | $ 0 | $ (0.41) | $ (0.08) | $ (1.11) |
Related Parties - Related Part
Related Parties - Related Party Balances Included in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
Receivables due from affiliates | $ 180 | $ 2,863 |
Amounts due to affiliates | (873) | (1,235) |
Total related party liabilities, net | $ (693) | $ 1,628 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | Nov. 29, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||||
Receivables due from affiliates | $ 180 | $ 180 | $ 2,863 | |||
Amounts due to affiliates | 873 | 873 | 1,235 | |||
Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables due from affiliates | 100 | 100 | 2,900 | |||
Purchases from affiliates | 400 | $ 200 | 1,700 | $ 500 | ||
Affiliates | Algeco Global | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due to affiliates | 500 | 500 | $ 1,200 | |||
Director | ||||||
Related Party Transaction [Line Items] | ||||||
Professional fees to affiliates | $ 400 | $ 0 | $ 1,000 | $ 600 | ||
Minimum | Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement term | 6 months | |||||
Maximum | Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement term | 3 years |
Related Parties - Related Party
Related Parties - Related Party Transactions in Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Related Party Transactions [Abstract] | ||||
Leasing revenue from related parties | $ (233) | $ 0 | $ (525) | $ 0 |
Management fees and recharge income on transactions with affiliates | 0 | 1,502 | 0 | 151 |
Interest income on notes due from affiliates | 0 | (3,509) | 0 | (6,093) |
Interest expense on notes due to affiliates | 0 | 15,990 | 0 | 30,727 |
Total related party (income) expense, net | $ (233) | $ 13,983 | $ (525) | $ 24,785 |
Subsequent Events - Additiona
Subsequent Events - Additional Information (Details) - USD ($) | Jul. 31, 2018 | Jul. 30, 2018 | Jul. 28, 2018 | Jun. 21, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jul. 09, 2018 | Dec. 31, 2017 | Nov. 29, 2017 |
Subsequent Event [Line Items] | |||||||||
Cash purchase price | $ 24,006,000 | $ 0 | |||||||
Line of Credit | ABL Facility | Revolving Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | ||||||
Accordion feature | 300,000,000 | ||||||||
Minimum fixed charge ratio | 1 | ||||||||
Maximum total net leverage ratio | 5.50 | ||||||||
Excess availability under facility to trigger covenant | $ 50,000,000 | ||||||||
Excess availability as a percentage of the line cap to trigger covenant | 10.00% | ||||||||
Line of Credit | ABL Facility | Revolving Credit Facility | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | $ 1,350,000,000 | $ 1,350,000,000 | |||||||
Accordion feature | $ 450,000,000 | ||||||||
Minimum fixed charge ratio | 1 | ||||||||
Maximum total net leverage ratio | 5.50 | ||||||||
Excess availability under facility to trigger covenant | $ 135,000,000 | ||||||||
Excess availability as a percentage of the line cap to trigger covenant | 10.00% | ||||||||
Line of Credit | US ABL Facility | Revolving Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | 530,000,000 | ||||||||
Line of Credit | US ABL Facility | Revolving Credit Facility | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | $ 1,200,000,000 | ||||||||
Line of Credit | US ABL Facility | Letter of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | $ 60,000,000 | ||||||||
Line of Credit | US ABL Facility | Letter of Credit | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | 75,000,000 | ||||||||
Line of Credit | US ABL Facility | Swingline Loans | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | 50,000,000 | ||||||||
Line of Credit | US ABL Facility | Swingline Loans | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | 75,000,000 | ||||||||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | $ 70,000,000 | ||||||||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | 150,000,000 | ||||||||
Line of Credit | Canadian ABL Facility | Letter of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | 30,000,000 | ||||||||
Line of Credit | Canadian ABL Facility | Letter of Credit | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | 60,000,000 | ||||||||
Line of Credit | Canadian ABL Facility | Swingline Loans | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | $ 25,000,000 | ||||||||
Line of Credit | Canadian ABL Facility | Swingline Loans | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum aggregate availability | $ 50,000,000 | ||||||||
Senior Notes | 2023 Senior Secured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt, face amount | $ 300,000,000 | ||||||||
Interest rate, cash | 6.875% | ||||||||
Senior Notes | 2023 Senior Unsecured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt, face amount | $ 200,000,000 | ||||||||
Interest rate | 12.50% | ||||||||
Interest rate, cash | 10.00% | ||||||||
Interest rate, paid in kind | 11.50% | ||||||||
Equity Offering | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares sold (in shares) | 8,000,000 | ||||||||
Price of shares sold (in USD per share) | $ 16 | ||||||||
Gross proceeds | $ 19,200,000 | ||||||||
Net offering proceeds | $ 121,900,000 | ||||||||
Underwriter's Option | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares sold (in shares) | 1,200,000 | ||||||||
Price of shares sold (in USD per share) | $ 16 | ||||||||
100% of Principal | Senior Notes | 2023 Senior Secured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 100.00% | ||||||||
10% of Principal | Senior Notes | 2023 Senior Secured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 103.438% | ||||||||
40% of Principal | Senior Notes | 2023 Senior Secured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 101.719% | ||||||||
100% of Principle, clause two | Senior Notes | 2023 Senior Secured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 100.00% | ||||||||
106.875% of Principal | Senior Notes | 2023 Senior Secured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 106.875% | ||||||||
Redemption percentage of aggregate principal amount | 40.00% | ||||||||
One Year | Senior Notes | 2023 Senior Unsecured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 100.00% | ||||||||
12 to 18 Months | Senior Notes | 2023 Senior Unsecured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 102.00% | ||||||||
18 to 30 Months | Senior Notes | 2023 Senior Unsecured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 104.00% | ||||||||
Thereafter | Senior Notes | 2023 Senior Unsecured Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Redemption price | 106.00% | ||||||||
Modular Space Holdings, Inc | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash purchase price | $ 1,063,750,000 | ||||||||
Class A Common Stock | Modular Space Holdings, Inc | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price (in USD per share) | $ 15.50 | ||||||||
Common Stock | Class A Common Stock | Modular Space Holdings, Inc | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock (in shares) | 6,458,500 | ||||||||
Warrants | Class A Common Stock | Modular Space Holdings, Inc | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock (in shares) | 10,000,000 |