Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | WillScot Corp | |
Entity Central Index Key | 1,647,088 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 100,303,156 | |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 9,771 | $ 9,185 |
Trade receivables, net of allowances for doubtful accounts at September 30, 2018 and December 31, 2017 of $7,913 and $4,845, respectively | 199,461 | 94,820 |
Inventories | 21,348 | 10,082 |
Prepaid expenses and other current assets | 20,075 | 13,696 |
Total current assets | 250,655 | 127,783 |
Rental equipment, net | 1,949,403 | 1,040,146 |
Property, plant and equipment, net | 193,154 | 83,666 |
Goodwill | 267,764 | 28,609 |
Intangible assets, net | 132,519 | 126,259 |
Other non-current assets | 4,200 | 4,279 |
Total long-term assets | 2,547,040 | 1,282,959 |
Total assets | 2,797,695 | 1,410,742 |
Liabilities and equity | ||
Accounts payable | 78,638 | 57,051 |
Accrued liabilities | 79,721 | 48,912 |
Accrued interest | 15,613 | 2,704 |
Deferred revenue and customer deposits | 67,727 | 45,182 |
Current portion of long-term debt | 1,915 | 1,881 |
Total current liabilities | 243,614 | 155,730 |
Long-term debt | 1,651,579 | 624,865 |
Deferred tax liabilities | 146,086 | 120,865 |
Deferred revenue and customer deposits | 6,673 | 5,377 |
Other non-current liabilities | 19,034 | 19,355 |
Long-term liabilities | 1,823,372 | 770,462 |
Total liabilities | 2,066,986 | 926,192 |
Commitments and contingencies (see Note 13) | ||
Additional paid-in-capital | 2,390,188 | 2,121,926 |
Accumulated other comprehensive loss | (52,119) | (49,497) |
Accumulated deficit | (1,673,749) | (1,636,819) |
Total shareholders' equity | 664,331 | 435,619 |
Non-controlling interest | 66,378 | 48,931 |
Total equity | 730,709 | 484,550 |
Total liabilities and equity | 2,797,695 | 1,410,742 |
Class A Common Stock | ||
Liabilities and equity | ||
Common stock | 10 | 8 |
Class B Common Stock | ||
Liabilities and equity | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Trade receivables, net of allowance | $ 7,913 | $ 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) | 100,303,156 | 84,644,774 |
Common stock outstanding (in shares) | 100,303,156 | 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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Modular leasing | $ 141,660 | $ 75,320 | $ 340,171 | $ 217,261 |
Total Revenues | 218,924 | 116,162 | 494,008 | 325,560 |
Costs: | ||||
Modular leasing | 39,215 | 21,252 | 93,506 | 61,694 |
Depreciation of rental equipment | 35,534 | 19,009 | 82,849 | 53,203 |
Gross profit (loss) | 80,946 | 41,269 | 186,507 | 118,790 |
Expenses: | ||||
Selling, general and administrative | 71,897 | 36,097 | 164,845 | 100,510 |
Other depreciation and amortization | 3,720 | 1,905 | 7,726 | 5,736 |
Restructuring costs | 6,137 | 1,156 | 7,214 | 2,124 |
Currency (gains) losses, net | (425) | (4,270) | 1,171 | (12,769) |
Other (income) expense, net | (594) | 1,001 | (5,013) | 1,592 |
Operating income | 211 | 5,380 | 10,564 | 21,597 |
Interest expense | 43,447 | 30,106 | 67,321 | 84,674 |
Interest income | 0 | (3,659) | 0 | (9,752) |
(Loss) income from continuing operations before income tax | (43,236) | (21,067) | (56,757) | (53,325) |
Income tax benefit | (6,507) | (7,632) | (13,572) | (17,770) |
Loss from continuing operations | (36,729) | (13,435) | (43,185) | (35,555) |
Income from discontinued operations, net of tax | 0 | 5,078 | 0 | 11,123 |
Net loss | (36,729) | (8,357) | (43,185) | (24,432) |
Net loss attributable to non-controlling interest, net of tax | (3,210) | 0 | (3,715) | 0 |
Total loss attributable to WillScot | $ (33,519) | $ (8,357) | $ (39,470) | $ (24,432) |
Net loss per share attributable to WSC - basic and diluted | ||||
Continuing operations (in USD per share) | $ (0.37) | $ (0.92) | $ (0.48) | $ (2.44) |
Discontinued operations (in USD per share) | 0 | 0.35 | 0 | 0.76 |
Net loss per share (in USD per share) | $ (0.37) | $ (0.57) | $ (0.48) | $ (1.68) |
Weighted average shares: | ||||
Basic and diluted (in shares) | 90,726,920 | 14,545,833 | 82,165,909 | 14,545,833 |
Cash dividends declared per share (in USD per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Modular delivery and installation | ||||
Revenues: | ||||
Total Revenues | $ 46,777 | $ 24,627 | $ 104,440 | $ 66,580 |
Costs: | ||||
Modular delivery and installation | 42,390 | 23,932 | 98,038 | 64,404 |
New Units | ||||
Revenues: | ||||
Total Revenues | 20,920 | 9,609 | 33,584 | 24,491 |
Costs: | ||||
Cost of sales | 15,089 | 6,916 | 23,780 | 17,402 |
Rental Units | ||||
Revenues: | ||||
Total Revenues | 9,567 | 6,606 | 15,813 | 17,228 |
Costs: | ||||
Cost of sales | $ 5,750 | $ 3,784 | $ 9,328 | $ 10,067 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (36,729) | $ (8,357) | $ (43,185) | $ (24,432) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net of income tax (benefit) expense of $80, $698, $(161) and $1,316 for the three and nine months ended September 30, 2018 and 2017, respectively | 2,298 | 3,131 | (82) | 8,914 |
Comprehensive loss | (34,431) | (5,226) | (43,267) | (15,518) |
Comprehensive loss attributable to non-controlling interest | (2,967) | 0 | (3,741) | 0 |
Total comprehensive loss attributable to WSC | $ (31,464) | $ (5,226) | $ (39,526) | $ (15,518) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, income tax expense (benefit) | $ 80 | $ 698 | $ (161) | $ 1,316 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities: | ||
Net loss | $ (43,185) | $ (24,432) |
Adjustments for non-cash items: | ||
Depreciation and amortization | 91,587 | 80,897 |
Provision for doubtful accounts | 5,436 | 3,381 |
Gain on sale of rental equipment and other property, plant and equipment | (11,194) | (7,700) |
Interest receivable capitalized into notes due from affiliates | 0 | (3,915) |
Amortization of debt discounts and debt issuance costs | 4,801 | 11,213 |
Share based compensation expense | 2,225 | 0 |
Deferred income tax benefit | (14,340) | (7,683) |
Unrealized currency losses (gains) | 773 | (12,682) |
Changes in operating assets and liabilities, net of effect of businesses acquired: | ||
Trade receivables | (26,229) | (19,228) |
Inventories | (553) | 748 |
Prepaid and other assets | 173 | (8,809) |
Accrued interest receivable | 0 | (6,994) |
Accrued interest payable | 12,902 | 15,079 |
Accounts payable and other accrued liabilities | (11,969) | 28,243 |
Deferred revenue and customer deposits | 5,153 | (1,217) |
Net cash provided by operating activities | 15,580 | 46,901 |
Investing Activities: | ||
Proceeds from sale of rental equipment | 21,593 | 18,750 |
Purchase of rental equipment and refurbishments | (111,505) | (82,276) |
Lending on notes due from affiliates | 0 | (69,939) |
Repayments on notes due from affiliates | 0 | 2,151 |
Proceeds from the sale of property, plant and equipment | 681 | 17 |
Purchase of property, plant and equipment | (3,091) | (2,938) |
Net cash used in investing activities | (1,176,468) | (134,235) |
Financing Activities: | ||
Receipts from issuance of common stock | 147,200 | 0 |
Receipts from borrowings | 1,184,601 | 348,609 |
Receipts on borrowings from notes due to affiliates | 0 | 75,000 |
Payment of financing costs | (34,770) | (10,648) |
Repayment of borrowings | (135,537) | (319,678) |
Principal payments on capital lease obligations | (88) | (1,606) |
Net cash provided by financing activities | 1,161,406 | 91,677 |
Effect of exchange rate changes on cash and cash equivalents | 68 | 311 |
Net change in cash and cash equivalents | 586 | 4,654 |
Cash and cash equivalents at the beginning of the period | 9,185 | 6,162 |
Cash and cash equivalents at the end of the period | 9,771 | 10,816 |
Supplemental Cash Flow Information: | ||
Interest paid | 28,721 | 60,212 |
Income taxes paid, net of refunds received | 2,339 | (400) |
Capital expenditures accrued or payable | 17,478 | 11,773 |
Modular Space Holdings, Inc | ||
Investing Activities: | ||
Acquisition of a business | (1,060,140) | 0 |
Tyson Onsite | ||
Investing Activities: | ||
Acquisition of a business | $ (24,006) | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid in Capital | Accumulated Other Comprehensive Income | Accumulated Defecit | Total Shareholder's Equity | Non Controlling Interest | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | $ (24,432) | |||||||||
Beginning balance at Dec. 31, 2017 | 484,550 | $ 2,121,926 | $ (49,497) | $ (1,636,819) | $ 435,619 | $ 48,931 | $ 8 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2017 | 84,644,774 | 84,645,000 | 8,024,419 | 8,024,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (43,185) | (39,470) | (39,470) | (3,715) | ||||||
Other comprehensive loss | (108) | (82) | (82) | (26) | ||||||
Adoption of ASU 2018-02 | 0 | (2,540) | 2,540 | 0 | ||||||
Stock-based compensation | 2,225 | 2,225 | 2,225 | |||||||
Issuance of common stock and contribution of proceeds to WSII | 139,119 | 131,544 | 131,545 | 7,574 | $ 1 | |||||
Issuance of common stock and contribution of proceeds to WSII (in shares) | 9,200,000 | |||||||||
Acquisition of ModSpace and the effect of the related financing transactions | 148,108 | 134,493 | 134,494 | 13,614 | $ 1 | |||||
Acquisition of ModSpace and the effect of the related financing transactions (in shares) | 6,458,000 | |||||||||
Ending Balance at Sep. 30, 2018 | $ 730,709 | $ 2,390,188 | $ (52,119) | $ (1,673,749) | $ 664,331 | $ 66,378 | $ 10 | $ 1 | ||
Ending balance (in shares) at Sep. 30, 2018 | 100,303,156 | 100,303,000 | 8,024,419 | 8,024,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Corporation (“WillScot” and, together 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 leases, sells, delivers and installs mobile offices, modular buildings and storage products through an integrated network of branch locations that spans North America. WillScot, whose Class A common shares are listed on the Nasdaq Capital Market (Nasdaq: WSC), 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”). WillScot operates and owns 91.0% of WS Holdings, and Sapphire Holding S.à r.l. (“Sapphire”), an affiliate of TDR Capital LLP (“TDR Capital”), owns the remaining 9.0%. WillScot was incorporated as a Cayman Islands exempt company under the name, Double Eagle Acquisition Corporation ("Double Eagle"), on June 26, 2015. Prior to November 29, 2017, Double Eagle was a Nasdaq-listed special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. On November 29, 2017, Double Eagle indirectly acquired Williams Scotsman International, Inc. (“WSII”) from Algeco Scotsman Global S.à r.l., (together with its subsidiaries, the “Algeco Group”), which is majority owned by an investment fund managed by TDR Capital. As part of the transaction (the “Business Combination”), Double Eagle domesticated to Delaware and changed its name to WillScot Corporation. Additional information about the Business Combination and the Company's operations prior thereto is contained in the consolidated financial statements and notes included in WillScot's Annual Report on Form 10-K for the year ended December 31, 2017. 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 unaudited 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 nine months ended September 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 WillScot's 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 WillScot 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 WillScot 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 WillScot and WSII following the Business Combination on November 29, 2017; (iii) the assets and liabilities of WSII at their historical cost; and (iv) WillScot'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 is 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 members of the Algeco Group 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 nine months ended September 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. Subject to limited exception, WillScot will cease to be EGC on the earlier (i) the last day of the fiscal year in which WillScot’s annual gross revenues exceed $1.07 billion, (ii) the date on which the Company issues more than $1.0 billion in nonconvertible debt securities during the preceding three-year period, and (iii) the date on which WillScot is deemed to be a large accelerated filer under the SEC’s rules. Based on the recent ModSpace (defined below) acquisition described in Note 2, WillScot anticipates that its 2019 annual gross revenues will exceed $1.07 billion. WillScot also anticipates that, due in part to the amount of Class A common stock issued by WillScot to fund the ModSpace acquisition, WillScot will be deemed to be a large accelerated filer at December 31, 2019 based on the value of its Class A common stock held by non-affiliates at June 30, 2019. WillScot currently foresees remaining an EGC until December 31, 2019, but would lose EGC eligibility immediately if it were to issue additional debt and exceed the debt issuance criteria described above. 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 continues to hold 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 analyses with respect to revenue stream scoping, performed contract reviews of a representative sample of customer arrangements, developed a gap analysis and evaluated the revised disclosure requirements. The two primary lines of business impacted by the adoption are new and used sales transactions and modular leasing services transactions. The Company has substantially completed its procedures based on the new and used sales and modular leasing service transactions that occurred through the second quarter of 2018 and is not aware of any significant changes based on the work performed to date. The Company has incorporated the recently acquired Modular Space Holdings, Inc. (“ModSpace”) into the project during the third quarter of 2018. As described in Note 2, ModSpace was acquired in August 2018 and the Company has commenced workshops with key stakeholders, detailed contract reviews and a financial statement disclosure gap evaluation specific to revenue streams acquired through the acquisition. After finalizing its procedures during the fourth quarter of 2018, the Company will conclude on the level of impact that the adoption of ASC 606 will have on the consolidated financial statements, including financial statement disclosures. Specific to disclosures, the Company expects to provide additional detail regarding the disaggregation of revenue and contract balances. The Company is required to adopt the standard as of January 1, 2019 and plans to first present financial statements that reflect the adoption in the first quarter of 2019. 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 is effective for non-public entities 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. However, based on WillScot's expectation that it will cease to be an EGC as of December 31, 2019, the Company plans to adopt the new standard in the fourth quarter of 2019. Adoption of the new standard could be required earlier in 2019 if WillScot loses EGC eligibility earlier than anticipated based on other criteria. The guidance includes a number of practical expedients that the Company is evaluating and may elect to apply. The adoption of the new sta ndard will require the Company to recognize right-of-use assets and lease liabilities that will be significant to our consolidated balance sheet. The Company will continue to evaluate the impacts of this guidance on its financial position, results of operations, and cash flows. The Company plans 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 9) and continues to evaluate the provisions of the Tax Act including guidance from the Department of Treasury and Internal Revenue Service. Additionally, the Company filed 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 | 9 Months Ended |
Sep. 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 acquisition date fair value of the consideration transferred consisted of $24.0 million in cash consideration, net of cash acquired. The transaction was funded by borrowings under the ABL Facility (defined in Note 7). Through September 30, 2018, the Company has recorded adjustments to the Tyson opening balance sheet, which increased rental equipmen t and accrued liabilities by $0.9 million and $0.1 million, respectively and decreased property, plant and equipment by $0.1 million. The offset of these adjustments was recorded to goodwill as detailed in Note 6. 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, property, plant and equipment, intangible assets, deferred tax assets and other accrued tax liabilities will be finalized during the fourth quarter of 2018. Tyson results were immaterial to the condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and as a result, the Company is not presenting pro-forma information. Acton Acquisition On December 20, 2017, the Company 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 provides modular space and portable storage rental services across the US. The acquisition was funded by cash on hand and borrowings under the ABL Facility. Through September 30, 2018, the Company recorded adjustments to the Acton opening balance sheet, which increased accrued liabilities, deferred revenue, deferred tax assets and receivables by $0.8 million, $0.6 million, $0.8 million, and $2.4 million, respectively, and decreased rental equipment by $2.1 million. The offset of these adjustments was recorded to goodwill as detailed in Note 6. As a result of the timing of the transaction, the purchase price allocation for t he 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, non-indemnified liabilities, and other accrued tax liabilities will be finalized during the fourth quarter of 2018. Pro-forma results are presented in aggregate with the ModSpace acquisition below. ModSpace Acquisition On August 15, 2018 (the "Closing Date"), the Company acquired ModSpace, a privately-owned provider of office trailers, portable storage units and modular buildings. The acquisition was consummated by merging a special purpose subsidiary of the Company with and into ModSpace, with ModSpace surviving the merger as a subsidiary of WSII. The Company acquired ModSpace to create long-term shareholder value driven by, among other things, economies of scale, cost synergies and revenue opportunities unique to a combination of WillScot's and ModSpace's operations, and other benefits associated with being an industry-leading specialty rental services provider. The aggregate purchase price for ModSpace was $1.2 billion and consisted of (i) $1.1 billion in cash, (ii) 6,458,229 shares of WillScot's Class A common stock (the "Stock Consideration") with a fair market value of $95.8 million and (iii) warrants to purchase an aggregate of 10,000,000 shares of WillScot’s Class A common stock at an exercise price of $15.50 per share (the "ModSpace Warrants") with a fair market value of $52.3 million, and (iv) a working capital adjustment of $5.7 million. Of the cash consideration, $3.0 million was deposited into an escrow account to fund any post-closing adjustments from differences between the estimated working capital and the actual working capital of ModSpace at closing. The final working capital of ModSpace at closing is still being evaluated by the Company and the sellers' representative in accordance with the terms of the purchase agreement. The acquisition was funded by the net proceeds of WillScot's issuance of 9,200,000 shares of Class A common stock (see Note 8), the net proceeds of WSII’s issuance of $300.0 million in senior secured notes and $200.0 million in senior unsecured notes (see Note 7), and borrowings under the ABL Facility (see Note 7). The purchase price has been determined to be as follows: Purchase Price (in thousands, except for per share amounts) Price Cash $ 1,054,416 Stock consideration (a) 95,796 ModSpace warrants (b) 52,310 Working capital adjustment (c) 5,724 Total purchase price $ 1,208,246 (a) The fair market value of the 6,458,229 shares issued as consideration was determined using the closing price on August 15, 2018, of $15.78 per share less a discount of 6.0%, based on a lock up agreement executed in connection with the acquisition of ModSpace. (b) Warrants were valued assuming a fair market value of $5.23 as estimated using a Black-Scholes valuation model as of August 15, 2018. (c) The estimated working capital adjustment as of the Closing Date was $5.7 million. The working capital amount is subject to post-close adjustments. The acquisition date fair value of the stock consideration was estimated using a Black-Scholes valuation model. The estimated fair value of the shares are a level 3 fair value measurement. The fair value of each share 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 average expected term of the lock up period on the shares. The volatility assumption used in the Black-Scholes option-pricing model is derived from the historical daily change in the market price of the Company's common stock, as well as the historical daily changes in the market price of its peer group, based on weighting, as determined by the Company. 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. Expected Volatility 28.6 % Risk-free rate of interest 2.2 % Dividend Yield — % Expected life (years) 0.5 The acquisition date fair value of the warrants was estimated using a Black-Scholes valuation model. The estimated fair value of the warrants is a level 3 fair value measurement. The fair value of each warrant 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 warrants. The volatility assumption used in the Black-Scholes option-pricing model is derived from the historical daily change in the market price of the Company's common stock, as well as the historical daily changes in the market price of its peer group, based on weighting, as determined by the Company. 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. Expected Volatility 35.0 % Risk-free rate of interest 2.7 % Dividend Yield — % Expected life (years) 4.3 The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, August 15, 2018. The Company’s estimated fair value of ModSpace’s assets acquired and liabilities assumed on the acquisition date are determined based on preliminary valuations and analyses. Accordingly, the Company has made provisional estimates for the assets acquired and liabilities assumed. The valuation of intangible assets acquired is based on certain valuation assumptions yet to be finalized, including cash flow projections, discount rates, contributory asset charges and other valuation model inputs. The valuation of tangible long-lived assets acquired is dependent upon, among other things, refinement of the inputs in the valuation model and an analysis of the condition and estimated remaining useful lives of the assets acquired. In addition to finalizing the valuation of acquired assets, the Company is analyzing complex provisions of tax law regarding treatment of tax attributes upon ModSpace's March 2017 emergence from bankruptcy, implications of the Tax Act as well as scheduling the reversal of deferred tax balances thereof. The Company expects its analysis to be substantially complete by the close of the fourth quarter. Due to the provisional nature of the aforementioned items, the Company has not changed its judgment about the realizability of its pre-existing deferred tax assets as a result of the business combination. The provisional amounts reflected are subject to further adjustment, which may affect the fair values ascribed to goodwill, acquired intangible and tangible assets and the related deferred tax balances. Substantial completion of the requisite analyses may result in changes to acquired deferred tax liabilities which thereby may also affect the Company’s judgment about the realizability of its pre-existing deferred tax assets for which any reductions in the valuation allowance will be reflected separate from the business combination as discrete adjustments to income tax expense (benefit) in the period in which it is determined. Purchase Price (in thousands) Value Trade receivables, net (a) $ 81,055 Inventory 10,483 Prepaid expenses and other current assets 6,063 Rental equipment 866,801 Property, plant and equipment 111,681 Intangible assets Favorable leases (b) 3,850 Trade name (b) 3,000 Total identifiable assets acquired $ 1,082,933 Accounts payable $ 30,432 Accrued liabilities 20,877 Deferred tax liabilities, net 42,531 Deferred revenue and customer deposits 16,646 Total liabilities assumed $ 110,486 Total goodwill (c) $ 235,799 (a) The fair value of accounts receivable was $81.1 million and the gross contractual amount was $89.7 million. The Company estimated that $8.6 million is uncollectable. (b) The trade name has an estimated useful life of three years. The favorable lease asset has an estimated useful life of six years. (c) The goodwill is reflective of ModSpace’s going concern value and operational synergies that the Company expects to achieve that would not be available to other market participants. The goodwill is not deductible for income tax purposes. The goodwill is allocated to the Modular – US and Modular – Other North America segments in the amounts of $203.3 million and $32.5 million, respectively. ModSpace has generated $65.5 million of revenue since the acquisition date, which is included in the condensed consolidated financial statements of operations for the three and nine months ended September 30, 2018. The pro-forma information below has been prepared using the purchase method of accounting, giving effect to the Acton and ModSpace acquisitions as if they had been completed on January 1, 2017. The pro-forma information is not necessarily indicative of the Company’s results of operations had the acquisitions been completed on the above dates, 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 acquisitions, and also does not reflect additional revenue opportunities following the acquisitions. The tables below present unaudited pro-forma consolidated statements of operations information as if ModSpace and Acton had been included in the Company’s consolidated results for the three and nine months ended September 30, 2018 and 2017: (in thousands) Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 WillScot revenues (a) $ 218,924 $ 494,008 ModSpace revenues 81,692 312,609 Pro-forma revenues $ 300,616 $ 806,617 WillScot pretax loss (a) $ (43,236) $ (56,757) ModSpace pretax loss (11,460) (7,456) Pretax loss before pro-forma adjustments (54,696) (64,213) Pro-forma adjustments to combined pretax loss: Impact of fair value mark-ups/useful life changes on depreciation (b) (132) (395) Intangible asset amortization (c) (250) (750) Interest expense (d) (16,495) (49,467) Elimination of ModSpace interest (e) 4,346 20,279 Pro-forma pretax loss (f) (67,227) (94,546) Income tax benefit (10,118) (22,608) Pro-forma net loss $ (57,109) $ (71,938) (a) Excludes historic revenues and pre-tax income from discontinued operations. Post-acquisition ModSpace revenues and pre-tax income results are reflected in WillScot's historic revenue amounts. (b) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the ModSpace acquisition. The useful lives assigned to such equipment is preliminary and did not change significantly from the useful lives used by ModSpace. (c) Amortization of the trade name acquired in ModSpace acquisition. (d) In connection with the ModSpace acquisition, the Company drew an incremental $420.0 million on the ABL Facility and issued $300.0 million of secured notes and $200.0 million of unsecured notes. As of September 30, 2018, the weighted-average interest rate for the aforementioned borrowings was 6.54%. Interest expense includes amortization of related deferred financing fees on debt incurred in conjunction with ModSpace acquisition. (e) Interest on ModSpace historic debt was eliminated. (f) Pro-forma pretax loss includes $6.1 million and $7.2 million, $7.5 million and $14.9 million, $10.7 million and $14.8 million, of restructuring expense, integration costs, and transactions costs incurred by WillScot for the three and nine months ended September 30, 2018, respectively. Additionally, pro-forma pretax loss for the three and nine month ended September also includes $20.5 million of interest expense associated with bridge financing fees incurred in connection with the acquisition of ModSpace. (g) The pro-forma tax rate applied to the ModSpace pretax loss is the same as the William Scotsman effective rate for the period. (in thousands) Three Months Ended September 30, 2017 Nine Months Ended WillScot revenues (a) $ 116,162 $ 325,560 Acton and ModSpace revenues (b) 151,434 407,331 Pro-forma revenues $ 267,596 $ 732,891 WillScot pretax loss (a) $ (21,067) $ (53,325) Acton and ModSpace pretax income (loss) (b) 6,843 (108,295) Pro-forma pretax loss (14,224) (161,620) Pro-forma adjustments to combined pretax loss: Impact of fair value mark-ups/useful life changes on depreciation (c) (746) (1,959) Intangible asset amortization (d) (427) (1,281) Interest expense (e) (19,255) (57,745) Elimination of Acton and ModSpace interest (f) 8,936 36,702 Pro-forma pretax loss (25,716) (185,903) Income tax benefit (g) (9,316) (61,950) Pro-forma loss from continuing operations (h) (16,400) (123,953) Income from discontinued operations 5,078 11,123 Pro-forma net loss $ (11,322) $ (112,830) (a) Excludes historic revenues and pre-tax income from discontinued operations. Includes historic corporate and other SG&A expenses related to Algeco Group costs, which were $7.6 million and $15.7 million for the three and nine months ended September 30, 2017, respectively. Post-acquisition ModSpace revenues and pre-tax income results are reflected in WillScot's historic revenue amounts. (b) Historic Acton revenues were $24.5 million and $71.9 million and historic ModSpace revenues were $126.9 million and $335.4 million, respectively, for the three and nine months ended September 30, 2017. Historic Acton pretax income was $0.9 million and $0.6 million and historic ModSpace pretax income was $5.9 million and pretax loss was $108.9 million, respectively, for the three and nine months ended September 30, 2017. (c) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the Acton and ModSpace acquisitions. The useful lives assigned to such equipment did not change significantly from the useful lives used by Acton and ModSpace. (d) Amortization of the trade names acquired in Acton and ModSpace acquisitions. (e) In connection with the Acton acquisition, the Company drew $237.1 million on the ABL Facility. As of September 30, 2018, the weighted-average interest rate of ABL borrowings was 4.65%. In connection with the ModSpace acquisition, the Company drew an incremental $420.0 million on the ABL Facility and issued $300.0 million of secured notes and $200.0 million of unsecured notes. The weighted-average interest rate of all ModSpace acquisition borrowings was 6.54%. Interest expense includes amortization of related deferred financing fees on debt incurred in conjunction with ModSpace acquisition. (f) Interest on Acton and ModSpace historic debt was eliminated. Historic Acton interest was $1.4 million and $3.9 million and historic ModSpace interest was $7.5 million and $32.8 million, respectively, for the three and nine months ended, September 30, 2017. (g) The pro-forma tax rate applied to the Acton and ModSpace pretax income (loss) are the same as the WillScot effective rate for the period. (h) Pro-forma pretax loss includes $5.2 million and $6.1 million of Business Combination transactions costs incurred by WillScot for the three and nine months ended September 30, 2017, respectively Transaction and Integration Costs The Company incurred $7.5 million and $14.9 million in integration costs associated with the Tyson, Acton, and ModSpace acquisitions within selling, general and administrative expenses ("SG&A") for the three and nine months ended September 30, 2018, respectively. The Company incurred $10.7 million and $14.8 million in transaction costs related to the ModSpace acquisition for the three and nine months ended September 30, 2018, respectively. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued OperationsWSII’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 16. The Company also had rental unit sales to Target Logistics during the third quarter which is disclosed in Note 16. 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 nine months ended September 30, 2017 and has no impact on the financial statements in 2018. Results from Discontinued Operations Income from discontinued operations, net of tax, for the three and nine months ended September 30, 2017 was as follows: (in thousands) Three Months Ended Nine Months Ended Remote accommodations revenue $ 36,767 $ 95,332 Rental unit sales 1,522 1,522 Remote accommodations costs of leasing and services 16,621 41,359 Rental unit cost of sales 885 885 Depreciation of rental equipment 5,653 18,195 Gross profit 15,130 36,415 Selling, general and administrative expenses 3,307 9,838 Other depreciation and amortization 1,255 3,763 Restructuring costs 803 1,573 Other income, net (56) (96) Operating profit 9,821 21,337 Interest expense 654 2,074 Income from discontinued operations, before income tax 9,167 19,263 Income tax expense 4,089 8,140 Income from discontinued operations, net of tax $ 5,078 $ 11,123 Revenues and costs related to the Remote Accommodations Business for the three and nine months ended September 30, 2017 were as follows: (in thousands) Three Months Ended Nine Months Ended Remote accommodations revenue: Lease revenue $ 14,979 $ 43,556 Service revenue 21,788 51,776 Total remote accommodations revenue $ 36,767 $ 95,332 Remote accommodation costs: Cost of leases $ 2,329 $ 6,529 Cost of services 14,292 34,830 Total remote accommodations costs of leasing and services $ 16,621 $ 41,359 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 nine months ended September 30, 2017 were as follows: (in thousands) September 30, 2017 Depreciation and amortization $ 21,958 Capital expenditures $ 6,855 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at the respective balance sheet dates consisted of the following: (in thousands) September 30, 2018 December 31, 2017 Raw materials and consumables $ 19,107 $ 10,082 Work in process 2,241 — Total inventories $ 21,348 $ 10,082 |
Rental Equipment, net
Rental Equipment, net | 9 Months Ended |
Sep. 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) September 30, 2018 December 31, 2017 Modular units and portable storage $ 2,326,909 $ 1,385,901 Value added products 88,642 59,566 Total rental equipment 2,415,551 1,445,467 Less: accumulated depreciation (466,148) (405,321) Rental equipment, net $ 1,949,403 $ 1,040,146 During the three and nine months ended September 30, 2018, the Company r eceived $0.0 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 recor ded gains of $0.0 million and $4.8 million whic h are reflected in other (income) expense, net, on the condensed consolidated statements of operations for the three and nine months ended September 30, 2018, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill were as follows: (in thousands) Modular – US Modular – Other North America 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 businesses 206,667 32,538 239,205 Changes to preliminary purchase price allocations (396) — (396) Effects of movements in foreign exchange rates — 346 346 Balance at September 30, 2018 $ 234,880 $ 32,884 $ 267,764 As described in Note 2, the Com pany acquired ModSpace in August 2018. A preliminary valuation of the acquired net assets of ModSpace resulted in the recognition of $203.3 million and $32.5 million of goodwill in the Modular - US segment and Modular - Other North America segmen t, which the Company expects will be non-deductible for income tax purposes. The Company expects to finalize the valuation of the acquired net assets of ModSpace within the one-year measurement period from the date of acquisition. As described 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 nine months ended September 30, 2018, the Company made a $0.3 million and $0.7 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 non-indemnified liabilities. 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 14, for the year ended December 31, 2017. During the three months ended September 30, 2018, the Company made a $1.7 million net adjustment that increased the acquired net assets of Acton, primarily due to further evaluation of insurance related receivables. During the nine months ended September 30, 2018, the Company made net adjustments of $0.3 million that decreased the acquired net assets of Acton, due to further evaluation of rental equipment and non-indemnified liabilities partially offset by changes in insurance-related receivables and deferred tax assets. The gross carrying amount, accumulated amortization and net book value ("NBV") of the intangible assets at the respective balance sheet dates consisted of the following: (in thousands) September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization NBV Gross Carrying Amount Accumulated Amortization NBV Intangible assets subject to amortization: Favorable lease rights $ 4,401 $ (60) $ 4,341 $ 551 $ — $ 551 Acton and ModSpace trade names 3,708 (530) 3,178 708 — 708 Total intangible assets subject to amortization $ 8,109 $ (590) $ 7,519 $ 1,259 $ — $ 1,259 Indefinite-lived intangible assets: Trade names $ 125,000 $ — $ 125,000 $ 125,000 $ — $ 125,000 Total intangible assets other than goodwill $ 133,109 $ (590) $ 132,519 $ 126,259 $ — $ 126,259 three six |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying value of debt outstanding at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity September 30, 2018 December 31, 2017 2022 Secured Notes 7.875% 2022 $ 291,853 $ 290,687 2023 Secured Notes 6.875% 2023 293,637 — Unsecured Notes 10.000% 2023 198,882 — US ABL Facility Varies 2022 830,573 297,323 Canadian ABL Facility (a) Varies 2022 — — Capital lease and other financing obligations 38,549 38,736 Total debt 1,653,494 626,746 Less: current portion of long-term debt (1,915) (1,881) Total long-term debt $ 1,651,579 $ 624,865 (a) As of September 30, 2018, the Compa ny had $1.5 million of outs tanding principal borrowings on the Canadian ABL Facility and $3.3 million of related debt issuance costs. $1.5 million of the related debt issuance costs are recorded as a direct offset against the principal of the Canadian ABL Facility and the remaining $1.8 million, in excess of the principal, has been included in other non-current assets on the condensed consolidated balance sheet. As th ere were no prin cipal 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 $8.7 million and $23.2 million related to the Algeco Group Revolver was included in interest expense for the three and nine months ended September 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 provided a senior secured revolving credit facility in the initial aggregate principal amount of up to $600.0 million. The ABL Facility matures on May 29, 2022. In July and August 2018, the Company entered into three amendments (the "ABL Amendments") to the ABL Facility that, among other things, (i) permitted the ModSpace acquisition and the Company’s financing thereof, (ii) increased the ABL Facility limit to $1.425 billion in the aggregate, with an accordion feature allowing up to $1.8 billion of capacity, and (iii) increased certain thresholds, basket sizes and default and notice triggers to account for the Company’s increased scale following the ModSpace acquisition. After giving effect to the ABL Amendments, the ABL Facility, which matures on May 29, 2022, consists of (i) a $1.285 billion asset-backed revolving credit facility (the “US ABL Facility”) for WSII and certain of its domestic subsidiaries (the “US Borrowers”), (ii) a $140.0 million asset-based revolving credit facility (the “Canadian ABL Facility”) for certain Canadian subsidiaries of WSII (the “Canadian Borrowers,” 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 $375.0 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. At inception of the ABL Facility until March 31, 2018, the applicable margin was fixed at 2.50% for LIBOR borrowings and 1.50% for base rate borrowings. 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 September 30, 2018, the weighted average interest rate for borrowings under the ABL Facility was 4.65%. Borrowing availability under the US ABL Facility and the Canadian ABL Facility is equal to the lesser of (i) with respect to US Borrowers, $1.285 billion and the US Borrowing Base (defined below) (the “US Line Cap”), and (ii) with respect to the Canadian Borrower, $140.0 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 September 30, 2018, the Line Cap was $1.425 billion and the Borrowers had $552.9 million of available borrowing capacity under the ABL Facility, including $414.5 million under the US ABL Facility and $138.4 million under the Canadian ABL Facility. At December 31, 2017, prior to the ABL Amendments, 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 $75.0 million of standby letters of credit and up to $75.0 million of swingline loans, and borrowing capacity under the Canadian ABL Facility is made available for up to $60.0 million of standby letters of credit, and $50.0 million of swingline loans. Letters of credit and bank guarantees carried fees of 2.625% at September 30, 2018 and December 31, 2017. The Company had issued $13.0 million and $8.9 million of standby letters of credit under the ABL Facility at September 30, 2018 and December 31, 2017. The ABL Facility requires the Borrowers to maintain a (i) minimum interest coverage ratio of 2.00:1.00 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) $135.0 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 September 30, 2018. The Company had $859.0 million and $310.0 million in outstanding principal under the ABL Facility at September 30, 2018 and December 31, 2017, respectively. The ABL Amendments were treated as a debt modification to the ABL Facility under ASC 470-50, Debt, Modifications and Extinguishments . All ABL Facility lenders prior to the ABL Amendments are continuing lenders after giving effect to the ABL Amendments. The Company incurred an additional $19.0 million in debt issuance costs and discounts associated with the ABL Amendments that have been deferred and will be amortized through the remaining period until the maturity date of the ABL Facility. Debt issuance costs and discounts of $28.5 million and $12.7 million are included in the carrying value of the ABL Facility at September 30, 2018 and December 31, 2017, respectively. Interest expense of $7.6 million and $15.8 million related to the ABL Facility was included in interest expense for the three and nine months ended September 30, 2018. 2022 Senior Secured Notes WSII has $300.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured 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. Before December 15, 2019, WSII may redeem the 2022 Secured Notes at a redemption price equal to 100% of the principal amount, plus a customary make whole premium for the 2022 Secured 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 the 2022 Secured Notes on any applicable redemption date, as calculated by the Company, is the greater of (i) 100% of the then outstanding principal amount of the 2022 Secured Notes; 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 2022 Secured Notes 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 2022 Secured Notes. Before December 15, 2019, WSII may redeem up to 40% of the aggregate principal amount of the 2022 Secured Notes at a price equal to 107.875% of the principal amount of the 2022 Secured 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 2022 Secured 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 2022 Secured Notes. On or after December 15, 2019, WSII, may redeem the 2022 Secured 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 holders' right 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 2022 Secured 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 WillScot or any restricted subsidiary of WSII; selling, leasing or transferring any of its property or assets to WillScot 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. On August 15, 2018, in conjunction with the ModSpace acquisition and related debt issuances, WSII entered a supplemental indenture to, among other things, join ModSpace and its domestic subsidiaries as guarantors of the 2022 Secured Notes. 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 September 30, 2018 and December 31, 2017. Unamortized debt issuance costs pertaining to the 2022 Secured Notes was $8.1 million and $9.3 million as of September 30, 2018 and December 31, 2017, respectively. 2023 Senior Secured Notes On August 6, 2018, a special purpose subsidiary of WSII completed a private offering of $300.0 million in aggregate principal amount of its 6.875% senior secured notes due August 15, 2023 (“2023 Secured Notes”). The issuer entered into an indenture dated August 6, 2018 with Deutsche Bank Trust Company Americas, as trustee (“2023 Secured Notes Indenture”), which governs the terms of the 2023 Secured Notes. In connection with the ModSpace acquisition, the issuer merged with and into WSII and WSII assumed the 2023 Secured Notes. Interest is payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019. WSII may redeem the 2023 Secured Notes at any time before August 15, 2020 at a redemption price equal to 100% of the principal amount thereof, plus a customary make whole premium for the 2023 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. Before August 15, 2020, WSII may redeem up to 40% of the aggregate principal amount of the 2023 Secured Notes at a price equal to 106.875% of the principal amount of the 2023 Secured 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. WSII may also redeem up to 10% of the aggregate principal amount of the 2023 Secured Notes at any time prior to the second anniversary of the closing date of this offering at a redemption price equal to 103% of the principal amount of the 2023 Secured Notes being redeemed during each twelve-month period commencing with the issue 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 2023 Secured Notes. On and after August 15, 2020, WSII may redeem the 2023 Secured 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 holders' right to receive interest due on an interest payment date falling on or prior to the redemption date), if redeemed during the 12 month period beginning on August 15 of each of the years set forth below. Year Redemption Price 2020 103.938 % 2021 101.969 % 2022 and thereafter 100.000 % The 2023 Secured Notes are unconditionally guaranteed by each of WSII’s direct and indirect domestic subsidiaries and WSII’s parent, WS Holdings (collectively the “Note Guarantors”). WillScot is not a guarantor of the 2023 Secured Notes. The Note Guarantors and certain of the Company's non-US subsidiaries are guarantors or borrowers under the ABL Facility. These guarantees are secured by a second priority security interest in substantially all of the assets of WSII and the Note Guarantors (subject to customary exclusions) and are subordinated to the Company's obligations under the ABL Facility. The 2023 Secured 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 WillScot or any restricted subsidiary of WSII; selling, leasing or transferring any of its property or assets to WillScot 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 September 30, 2018. The Company incurred debt issuance costs and discounts of $6.5 million in connection with the 2023 Secured Notes. Debt issuance costs and discounts of $6.4 million are included in the carrying value of the debt at September 30, 2018. 2023 Senior Unsecured Notes On August 3, 2018, a special purpose subsidiary of WSII completed a private offering of $200.0 million in aggregate principal amount of its senior unsecured notes due November 15, 2023 (the “Unsecured Notes”). The issuer entered into an indenture with Deutsche Bank Trust Company Americas, as trustee (the “Unsecured Notes Indenture”), which governs the terms and conditions of the Unsecured Notes. In connection with the ModSpace acquisition, the issuer merged with and into WSII and WSII assumed the Unsecured Notes. The Unsecured Notes bear interest at a rate of 10% per annum if paid in cash (or if paid in kind, 11.5% per annum) for any interest period ending on or before February 15, 2021, and thereafter are payable solely in cash at an increased rate per annum of 12.5%. Interest is payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019. The Unsecured Notes are not prepayable until February 15, 2019. From time to time during the period from February 15, 2019 through August 14, 2019, WSII may redeem the Unsecured Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Unsecured Notes, plus the Applicable Premium (as defined in the Unsecured Notes Indenture) as of, and accrued and unpaid interest to, but not including the redemption date (subject to the holders' right to receive interest due on an interest payment date falling on or prior to the redemption date); provided, that if the Unsecured Notes are being redeemed in part, such redemption will not reduce the aggregate principal amount of the Unsecured Notes outstanding below $50.0 million (together with any PIK Interest in respect thereof). If WSII undergoes a change of control or sells certain of its assets, WSII may be required to offer to repurchase the Unsecured Notes. At any time and from time to time on and after August 15, 2019, WSII, at its option, may redeem the Unsecured 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 Holders (as defined therein) 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 periods referred to below, beginning on August 15, 2019; provided however, that if the Unsecured Notes are being redeemed in part, such redemption will not reduce the aggregate principal amount of the Unsecured Notes outstanding below $50.0 million (together with any PIK Interest in respect thereof). Year Redemption Price August 15, 2019 to February 14, 2020 102.000 % February 15, 2020 to February 14, 2021 104.000 % February 15, 2021 and thereafter 106.000 % The Unsecured Notes are unconditionally guaranteed by each Note Guarantor. These guarantees are senior, unsecured obligations of the Note Guarantors (except that the guarantee of the Unsecured Notes provided by WillScot Equipment II, LLC, which holds certain of WSII’s uncertificated assets in the United States, are subordinated to its obligations under the ABL Facility). The Unsecured 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 WillScot or any restricted subsidiary of WSII; selling, leasing or transferring any of its property or assets to WillScot 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 September 30, 2018. The Company incurred debt issuance costs and discounts of $1.1 million in connection with the issuance of the Unsecured Notes. Debt issuance costs and discounts of $1.1 million are included in the carrying value of the Unsecured Notes at September 30, 2018. Bridge Financing Fees In connection with the ModSpace acquisition, the Company incurred bridge financing fees of $20.5 million, included within interest expense in the condensed consolidated statement of operations, for the three and nine months ended September 30, 2018. Capital Lease and Other Financing Obligations The Company’s capital lease and financing obligations primarily consisted of $38.4 million and $38.5 million under sale-leaseback transactions and $0.1 million and $0.2 million of capital leases at September 30, 2018 and December 31, 2017, respectively. The Company’s capital lease and financing obligations are presented net of $1.6 million and $1.8 million of debt issuance costs at September 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 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 nine months ended September 30, 2018. 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 $16.7 million and $48.0 million associated with these notes due to affiliates is reflected in interest expense in the consolidated statement of operations for the three and nine months ended September 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 nine months ended September 30, 2017, the Company recognized $3.7 million and $9.8 million, respectively, of interest income related to the loans. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | Equity Common Stock On July 30, 2018, WillScot closed a public offering of 8,000,000 shares of its Class A common stock at an offering price of $16.00 per share. On August 10, 2018, the underwriters exercised their right to purchase an additional 1,200,000 shares at the public offering price. The net offering proceeds, including the exercise of the over-allotment option, were $139.0 million, after deducting discount and offering expenses of $8.2 million. The Company used the proceeds to fund the ModSpace acquisition and to pay related fees and expenses. As disclosed in Note 2, on August 15, 2018, WillScot issued 6,458,229 unregistered shares of its Class A common stock, par value $0.0001 per share, to former ModSpace shareholders as part of the consideration paid in connection with the ModSpace acquisition. In connection with the issuance, WillScot entered into a registration rights agreement dated July 26, 2018, under which WillScot granted customary registration rights to the holders of the unregistered common shares. Subject to limited exception, the unregistered shares issued to former ModSpace shareholders may not be sold or otherwise transferred prior to the six-month anniversary of the issuance date. On September 21, 2018, the Company filed a registration statement with the SEC under which 10,373,102 of unregistered shares of WillScot’s Class A common stock would be registered under a retail shelf registration statement. On November 2, 2018, the Company filed an amendment to, among other things, increase the number of registered Class A common shares available for sale by the selling shareholders from 10,373,102 to 61,865,946 shares, approximately 5.8 million of which are subject to transfer restrictions until February 15, 2019. Warrants On July 10, 2018, the Company was notified that its public warrants would be delisted from the Nasdaq Capital Market (“Nasdaq”) based on the Company’s failure to satisfy a minimum holder requirement applicable to the warrants. Trading of the public warrants on Nasdaq was suspended on July 12, 2018, and they were removed from Nasdaq listing on October 8, 2018. As disclosed in Note 2, on August 15, 2018, WillScot issued the ModSpace Warrants to the former shareholders as part of the ModSpace acquisition. Each ModSpace Warrant entitles the holder thereof to purchase one share of WillScot Class A common stock at an exercise price of $15.50 per share, subject to potential adjustment. Subject to limited exception, the ModSpace Warrants are not exercisable or transferable until the six-month anniversary of the issuance date, and the ModSpace Warrants expire on November 29, 2022. Under a registration rights agreement dated July 26, 2018, WillScot agreed to file a registration statement, and to use its reasonable best efforts to cause the registration statement to become effective, by the six-month anniversary of the issuance date. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2018 and 2017 were as follows: (in thousands) Foreign Currency Translation Adjustment Balance at December 31, 2017 $ (49,497) Total other comprehensive loss (82) Reclassifications to accumulated deficit (a) (2,540) Balance at September 30, 2018 $ (52,119) (in thousands) Foreign Currency Translation Adjustment Balance at December 31, 2016 $ (56,928) Total other comprehensive loss 8,914 Balance at September 30, 2017 $ (48,014) (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 nine months ended September 30, 2018 and September 30, 2017. Non-Controlling Interest The changes in the non-controlling interest for the nine months ended September 30, 2018 were as follows: (in thousands) Total Balance at December 31, 2017 $ 48,931 Net loss attributable to non-controlling interest (3,715) Other comprehensive loss (26) Issuance of common stock and contribution of proceeds to WSII 7,574 Acquisition of ModSpace and the effect of the related financing transactions 13,614 Balance at September 30, 2018 $ 66,378 As disclosed under Common Stock above, during the three months ended September 30, 2018, WillScot issued 9,200,000 shares of Class A common stock through an underwritten public offering, the proceeds of which were immediately contributed down through WS Holdings to WSII for purposes of funding part of the ModSpace acquisition. Sapphire waived its preemptive right to participate in the public offering and pursuant to the shareholders agreement entered into by WS Holdings' shareholders, Sapphire's ownership in WS Holdings was adjusted from 10% to 9% accordingly. As disclosed in Note 2, the |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit of approximately $6.5 million and $13.6 million for the three and nine months ended September 30, 2018, respectively, and $7.6 million and $17.8 million for the same periods of 2017. The Company’s effective tax rate (“ETR”) for the three months ended September 30, 2018 and 2017 was 15.0% and 36.2%, respectively, and 23.9% and 33.3% for the nine months ended September 30, 2018 and 2017, respectively. The Company’s estimated annual ETR ("EAETR") of 14.8% on the forecasted pre-tax loss is lower than the US statutory rate of 21.0% due to certain offsets to the overall tax benefit, namely: (1) a partial valuation allowance, $8.0 million tax expense, due to the limitation on the deductibility of interest expense estimated for the current year partially offset by reduction to the deferred tax liability, $2.3 million tax benefit, established for the book over tax basis difference for the Company's investment in its Canadian subsidiary and (2) a gross permanent disallowance, $6.6 million, of which $5.7 million relates to the non-deductibility of certain transaction costs in relation to the ModSpace acquisition. The Company’s ETR for the three months ended September 30, 2018 of 15.0% is comparable to its EAETR due to minimal discrete items for the quarter of $0.6 million, which is primarily attributable to adjustments to deferred taxes for legislation enacted in certain state taxing jurisdictions during the quarter, notably, in New Jersey. The Company’s ETR for the nine months ended September 30, 2018 of 23.9% is higher than the EAETR due to $5.3 million of discrete tax benefit recorded year to date, of which a $4.3 million tax benefit is attributable to a reduction in our net state deferred tax liability in Maryland due to change in tax law enacted in the second quarter. In addition, to the foregoing, the Company also recognized tax expense of $0.1 million and tax benefit of $0.3 million for the three and nine months ended September 30, 2018, respectively, related to foreign currency gains and losses. For the three and nine months ended September 30, 2017, the Company recognized tax expense of $1.6 million and $4.8 million, respectively, 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. As of September 30, 2018, a $0.6 million tax benefit has been recorded in relation to tax reform guidance under SAB 118. As noted above, the Company recorded a discrete benefit of $4.3 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 | 9 Months Ended |
Sep. 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: September 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 US ABL Facility (a) $ 830,573 $ — $ 857,500 $ — $ 297,323 $ — $ 310,000 $ — Canadian ABL Facility (a) — — 1,549 — — — — — 2022 Secured Notes (a) 291,853 — 310,416 — 290,687 — 310,410 — 2023 Secured Notes (a) 293,637 — 298,185 — — — — — Unsecured Notes (a) 198,882 — 204,210 — — — — — Total $ 1,614,945 $ — $ 1,671,860 $ — $ 588,010 $ — $ 620,410 $ — (a) See Note 7 - Debt. There were no transfers of financial instruments between the three levels of the fair value hierarchy during the three and nine months ended September 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 2022 Secured Notes, the 2023 Secured Notes and the Unsecured Notes is based on their last trading price at the end of each period obtained from a third party. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 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 $6.1 million and $1.2 million and $7.2 million and $2.1 million net of reversals, during the three and nine months ended September 30, 2018 and 2017, respectively. The following is a summary of the activity in the Company’s restructuring accruals for the three and nine months ended September 30, 2018 and 2017: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2018 2017 2018 2017 Balance at beginning of the period $ 967 $ 2,130 $ 227 $ 1,793 Charges during the period 6,137 1,156 7,214 2,124 Cash payments during the period (3,661) (803) (3,991) (1,442) Effects of movements in foreign exchange rates 5 7 (2) 15 Balance at end of period $ 3,448 $ 2,490 $ 3,448 $ 2,490 The restructuring charges for the three and nine months ended September 30, 2018 relate primarily to employee termination costs and lease exit costs in connection with the integration of Acton, Tyson, and ModSpace. As part of the restructuring plans, 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 commencement of the restructuring plans to the actual date of termination. The Company anticipates that the remaining actions contemplated under the $3.4 million accrual as of September 30, 2018, will be substantially completed by the end of the third quarter of 2019. The restructuring charges for the three and nine months ended September 30, 2017 primarily related to corporate employee termination costs incurred as part of the Algeco Group. Segments The $6.1 million and $1.2 million o f restructuring charges for the three months ended September 30, 2018 and 2017 includes: $5.9 million and $0.3 million of charges pertaining to the Modular - US segment; $0.2 million and $0.0 million of charges pertaining to the Modular - Other North America segment; and $0.0 million and $0.9 million of charges pertaining to Corporate and other. The $7.2 million and $2.1 million of restructuring charges for the nine months ended September 30, 2018 and 2017 includes: $7.0 million and $0.2 million of charges pertaining to the Modular - US segment; $0.2 million and $0.0 million of charges pertaining to the Modular - Other North America segment; and $0.0 million and $1.9 million of charges pertaining to Corporate and other. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 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 three months ended September 30, 2018, no RSAs, RSUs or stock options were granted under the Plan. During the nine months ended September 30, 2018, 27,675 RSAs, 921,730 RSUs and 589,257 stock option awards were granted under the Plan. During the three and nine months ended September 30, 2018, 0 and 35,050 RSUs were forfeited. 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 the Company's 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 September 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 nine months ended September 30, 2018: Number of Shares Weighted-Average Grant Date Fair Value Balance, December 31, 2017 — $ — Granted 27,675 13.60 Forfeited — — Balance, September 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 $0.2 million fo r the three and nine months ended September 30, 2018, respectively. At September 30, 2018, unrecognized compensation cost related to RSAs totaled $0.2 million and is expected to be recognized over the remaining six Restricted Stock Units The following table summarizes the Company's RSU award activity for the nine months ended September 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, September 30, 2018 886,680 $ 13.60 Comp ensation expense for RSUs recognized in SG&A on the condensed consolidated statements of operations was $0.8 million and $1.6 million fo r the three and nine months ended September 30, 2018, respectively, with associated tax benefits of $0.2 million and $0.4 million f or the three and nine months ended September 30, 2018, respectively. At September 30, 2018, unrecognized compensation cost related to RSUs tota led $10.5 million and is expected to be recognized over a remaining period of 3.5 years. Stock Option Awards The following table summarizes the Company's stock option activity for the nine months ended September 30, 2018: Number of Options Weighted-Average Exercise Price per Share ($) Outstanding options, December 31, 2017 — $ — Granted 589,257 $ 13.60 Exercised — — Forfeited — — Outstanding options, September 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 $0.4 million fo r the three and nine months ended September 30, 2018, respectively, with associated tax benefits o f $0.1 million and $0.1 million for the three and nine months ended September 30, 2018, respectively. At September 30, 2018, unrecognized compensation c ost related to stock option awards to taled $2.8 million a nd is expected to be recognized over a remaining period of 3.5 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 | 9 Months Ended |
Sep. 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. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment ReportingThe 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 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. As discussed in Note 6, the net assets acquired from ModSpace were allocated to both the Modular - US and Modular - Other North America segments. The US operations of ModSpace are included in the Modular - US segment and the Canadian operations of ModSpace are included in the Modular - Other North America segment. The operations and net assets acquired from Acton and Tyson are both included in the Modular - US segment. 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 nine months ended September 30, 2018 and 2017, respectively: Three Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 128,007 $ 13,653 $ 141,660 Modular delivery and installation 41,830 4,947 46,777 Sales: New units 19,193 1,727 20,920 Rental units 8,595 972 9,567 Total Revenues $ 197,625 $ 21,299 $ 218,924 Costs: Cost of leasing and services: Modular leasing $ 36,204 $ 3,011 $ 39,215 Modular delivery and installation 37,782 4,608 42,390 Cost of sales: New units 13,905 1,184 15,089 Rental units 5,025 725 5,750 Depreciation of rental equipment 31,702 3,832 35,534 Gross profit $ 73,007 $ 7,939 $ 80,946 Adjusted EBITDA $ 58,454 $ 6,164 $ 64,618 Other selected data: Selling, general and administrative expense $ 66,102 $ 5,795 $ 71,897 Other depreciation and amortization $ 3,403 $ 317 $ 3,720 Capital expenditures for rental fleet $ 43,007 $ 3,735 $ 46,742 Three Months Ended September 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Revenues: Leasing and services revenue: Modular leasing $ 66,555 $ 8,920 $ (155) $ 75,320 Modular delivery and installation 22,127 2,503 (3) 24,627 Sales: New units 9,074 535 — 9,609 Rental units 5,922 765 (81) 6,606 Total Revenues $ 103,678 $ 12,723 $ (239) $ 116,162 Costs: Cost of leasing and services: Modular leasing $ 19,000 $ 2,252 $ — $ 21,252 Modular delivery and installation 21,545 2,387 — 23,932 Cost of sales: New units 6,487 427 2 6,916 Rental units 3,204 580 — 3,784 Depreciation of rental equipment 15,676 3,333 — 19,009 Gross profit (loss) $ 37,766 $ 3,744 $ (241) $ 41,269 Adjusted EBITDA $ 29,177 $ 2,961 $ (2,753) $ 29,385 Other selected data: Selling, general and administrative expense $ 24,337 $ 4,116 $ 7,644 $ 36,097 Other depreciation and amortization $ 1,298 $ 264 $ 343 $ 1,905 Capital expenditures for rental fleet $ 24,147 $ 1,361 $ — $ 25,508 Nine Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 306,920 $ 33,251 $ 340,171 Modular delivery and installation 93,190 11,250 104,440 Sales: New units 30,157 3,427 33,584 Rental units 14,258 1,555 15,813 Total Revenues $ 444,525 $ 49,483 $ 494,008 Costs: Cost of leasing and services: Modular leasing $ 85,766 $ 7,740 $ 93,506 Modular delivery and installation 87,032 11,006 98,038 Cost of sales: New units 21,347 2,433 23,780 Rental units 8,218 1,110 9,328 Depreciation of rental equipment 72,606 10,243 82,849 Gross profit $ 169,556 $ 16,951 $ 186,507 Adjusted EBITDA $ 129,170 $ 12,856 $ 142,026 Other selected data: Selling, general and administrative expense $ 150,248 $ 14,597 $ 164,845 Other depreciation and amortization $ 6,962 $ 764 $ 7,726 Capital expenditures for rental fleet $ 104,462 $ 7,043 $ 111,505 Nine Months Ended September 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Revenues: Leasing and services revenue: Modular leasing $ 192,587 $ 25,124 $ (450) $ 217,261 Modular delivery and installation 60,451 6,132 (3) 66,580 Sales: New units 21,630 2,861 — 24,491 Rental units 14,634 2,675 (81) 17,228 Total Revenues $ 289,302 $ 36,792 $ (534) $ 325,560 Costs: Cost of leasing and services: Modular leasing $ 55,713 $ 5,981 $ — $ 61,694 Modular delivery and installation 58,612 5,792 — 64,404 Cost of sales: — New units 15,172 2,240 (10) 17,402 Rental units 8,240 1,827 — 10,067 Depreciation of rental equipment 44,030 9,173 — 53,203 Gross profit (loss) $ 107,535 $ 11,779 $ (524) $ 118,790 Adjusted EBITDA $ 79,189 $ 8,586 $ (10,197) $ 77,578 Other selected data: Selling, general and administrative expense $ 72,464 $ 12,393 $ 15,653 $ 100,510 Other depreciation and amortization $ 3,937 $ 755 $ 1,044 $ 5,736 Capital expenditures for rental fleet $ 72,105 $ 3,705 $ — $ 75,810 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 nine months ended September 30, 2018 and 2017, respectively: Three Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total (Loss) income from continuing operations before income taxes $ (44,519) $ 1,283 $ (43,236) Interest expense, net (a) 42,831 616 43,447 Depreciation and amortization 35,105 4,149 39,254 Currency gains, net (112) (313) (425) Restructuring costs 5,895 242 6,137 Integration costs 7,443 10 7,453 Stock compensation expense 1,050 — 1,050 Transaction costs 10,490 182 10,672 Other (income) expense 271 (5) 266 Adjusted EBITDA $ 58,454 $ 6,164 $ 64,618 (a) In connection with the ModSpace acquisition, the Company incurred bridge financing fees and upfront commitment fees of $20.5 million, included within interest expense, during the three months ended September 30, 2018. Three Months Ended September 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Loss from continuing operations before income taxes $ (1,070) $ (1,684) $ (18,313) $ (21,067) Interest expense, net 16,790 1,134 8,523 26,447 Depreciation and amortization 16,974 3,597 343 20,914 Currency gains, net (3,834) (104) (332) (4,270) Restructuring costs 247 17 892 1,156 Transaction costs 69 — 5,164 5,233 Other expense 1 1 970 972 Adjusted EBITDA $ 29,177 $ 2,961 $ (2,753) $ 29,385 Nine Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total Loss from continuing operations before income taxes $ (55,360) $ (1,397) $ (56,757) Interest expense, net (a) 65,654 1,667 67,321 Depreciation and amortization 79,568 11,007 90,575 Currency losses, net 159 1,012 1,171 Restructuring costs 6,962 252 7,214 Integration costs 14,858 10 14,868 Stock compensation expense 2,225 — 2,225 Transaction costs 14,539 251 14,790 Other expense 565 54 619 Adjusted EBITDA $ 129,170 $ 12,856 $ 142,026 (a) In connection with the ModSpace acquisition, the Company incurred bridge financing fees and upfront commitment fees of $20.5 million, included within interest expense, during the nine months ended September 30, 2018. Nine Months Ended September 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Loss from continuing operations before income taxes $ (6,280) $ (4,142) $ (42,903) $ (53,325) Interest expense, net 48,302 3,350 23,270 74,922 Depreciation and amortization 47,967 9,928 1,044 58,939 Currency gains, net (11,233) (585) (951) (12,769) Restructuring costs 247 17 1,860 2,124 Transaction costs 115 — 5,980 6,095 Other expense 71 18 1,503 1,592 Adjusted EBITDA $ 79,189 $ 8,586 $ (10,197) $ 77,578 |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to WillScot by the weighted average number of its Class A common shares outstanding during the period. Concurrently with the Business Combination, 12,425,000 of WillScot's Class A common shares were placed into escrow by shareholders and became ineligible to vote or participate in the economic rewards available to the other Class A shareholders. Escrowed shares were therefore excluded from the EPS calculation while deposited in the escrow account. 6,212,500 of the escrowed shares were released to shareholders on January 19, 2018, and the remaining escrowed shares were released to shareholders on August 21, 2018. WillScot's Class B common shares have no rights to dividends or distributions made by the Company and, in turn, are excluded from the EPS calculation. Diluted EPS is computed similarly to basic net income (loss) per share, except that it includes the potential dilution that could occur if di lutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive. Stock options, restricted stock units and restricted stock awards, representing 589,257, 886,680 and 27,675 shares of Class A common stock outstanding for the three and nine months ended September 30, 2018, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Warrants representing 44,750,000 shares of Class A shares for the three and nine months ended September 30, 2018, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Pursuant to the exchange agreement entered into by WS Holding's shareholders, Sapphire has the right, but not the obligation, to exchange all, but not less than all, of its shares of WS Holdings into newly issued shares of WillScot’s Class A common stock in a private placement transaction. The impact of this exchange has been excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related party balances included in the Company’s consolidated balance sheet at September 30, 2018 and December 31, 2017, consisted of the following: (in thousands) Financial statement line Item September 30, 2018 December 31, 2017 Receivables due from affiliates Prepaid expenses and other current assets $ 66 $ 2,863 Amounts due to affiliates Accrued liabilities (1,465) (1,235) Total related party liabilities, net $ (1,399) $ 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 $0.2 million in accruals an d $2.9 million in rec eivables due from affiliates pertaining to the Transition Services Agreement at September 30, 2018 and December 31, 2017, respectively. The Company accrued expenses of $0.5 million and $1.2 million a t September 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 nine months ended September 30, 2018 and 2017, respectively, consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) Financial statement line item 2018 2017 2018 2017 Leasing revenue from related parties Modular leasing revenue $ (104) $ — $ (629) $ — Rental unit sales to related parties Rental unit sales (1,548) — (1,548) — Management fees and recharge income on transactions with affiliates Selling, general & administrative expenses — (1,693) — (1,542) Interest income on notes due from affiliates Interest income — (3,659) — (9,752) Interest expense on notes due to affiliates Interest expense — 17,191 — 47,918 Remote accommodations revenue and costs, net from affiliates Income from discontinued operations, net of tax — 1,327 — 1,327 Total related party (income) expense, net $ (1,652) $ 13,166 $ (2,177) $ 37,951 On August 22, 2018, WillScot’s majority stockholder, Sapphire, entered into a margin loan (the "Margin Loan ") under which all of its WillScot Class A common stock was pledged to secure $125.0 of borrowings under the loan agreement. WillScot is not a party to the loan agreement and has no obligations thereunder, but WillScot delivered an issuer agreement to the lenders under which WillScot has agreed to certain obligations relating to the shares pledged by Sapphire and, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies with respect to the pledged shares. In connection with the Margin Loan, on August 24, 2018, WSII entered into a two-year supply agreement with Target Logistics, an affiliate controlled by Sapphire, under which, subject to limited exception, WSII acquired the exclusive right to supply modular units, portable storage units, and other ancillary products ordered by the affiliate in the United States. WillScot's leasing revenue and rental unit sales associated with Target Logistics for the three and nine months ended September 30, 2018 are disclosed above. As of September 30, 2018, the 49,041,906 shares of WillScot Class A common stock pledged by Sapphire represented approximately 48.9% of WillScot’s issued and outstanding Class A shares. The Company had capital expenditures of rental equipment purchased from related party affiliates of $1.2 million and $0.5 million for three months ended September 30, 2018 and 2017, respectively, and $3.0 million and $1.0 million during the nine months ended September 30, 2018 and 2017, respectively. The Company paid $0.1 million and $0.2 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 September 30, 2018 and 2017, respectively, and $1.1 million and $0.8 million during the nine months ended September 30, 2018 and 2017, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 6, 2018, WSII entered into an interest rate swap transaction with a financial counterparty that effectively converts $400.0 million in aggregate notional amount of its variable-rate debt into fixed-rate debt. The fixed rate paid by WSII is 3.06% and the variable rate received resets monthly to a one-month LIBOR rate. The swap transaction, which matures on May 29, 2022, was consummated to mitigate the interest rate risk inherent in WSII’s floating-rate credit agreement, which also matures on May 29, 2022, and not for trading or speculative purposes. The master agreement that governs the interest rate swap contains customary representations, warranties and covenants and may be terminated prior to its expiration.On November 8, 2018, WillScot announced the commencement of an offer to each holder of its public and private warrants to purchase one-half share of Class A common stock, par value of $0.0001 per share, of WillScot for a purchase price of $5.75 (the “Warrants”) to receive 0.1818 common shares in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The warrants issued in connection with the Company's acquisition of ModSpace, each of which is exercisable for one share of WillScot Class A common stock at an exercise price of $15.50 per share, are not subject to the Offer. The Offer is made solely upon the terms and conditions in a Prospectus/Offer to Exchange and other related offering materials that are being distributed to holders of the Warrants. The Offer will be open until 11:59 p.m., Eastern Standard Time, on December 6, 2018, or such later time and date to which WillScot may extend. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 unaudited 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 nine months ended September 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 WillScot's 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 WillScot 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 WillScot 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 WillScot and WSII following the Business Combination on November 29, 2017; (iii) the assets and liabilities of WSII at their historical cost; and (iv) WillScot'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 is 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 members of the Algeco Group 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 nine |
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 continues to hold 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 analyses with respect to revenue stream scoping, performed contract reviews of a representative sample of customer arrangements, developed a gap analysis and evaluated the revised disclosure requirements. The two primary lines of business impacted by the adoption are new and used sales transactions and modular leasing services transactions. The Company has substantially completed its procedures based on the new and used sales and modular leasing service transactions that occurred through the second quarter of 2018 and is not aware of any significant changes based on the work performed to date. The Company has incorporated the recently acquired Modular Space Holdings, Inc. (“ModSpace”) into the project during the third quarter of 2018. As described in Note 2, ModSpace was acquired in August 2018 and the Company has commenced workshops with key stakeholders, detailed contract reviews and a financial statement disclosure gap evaluation specific to revenue streams acquired through the acquisition. After finalizing its procedures during the fourth quarter of 2018, the Company will conclude on the level of impact that the adoption of ASC 606 will have on the consolidated financial statements, including financial statement disclosures. Specific to disclosures, the Company expects to provide additional detail regarding the disaggregation of revenue and contract balances. The Company is required to adopt the standard as of January 1, 2019 and plans to first present financial statements that reflect the adoption in the first quarter of 2019. 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 is effective for non-public entities 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. However, based on WillScot's expectation that it will cease to be an EGC as of December 31, 2019, the Company plans to adopt the new standard in the fourth quarter of 2019. Adoption of the new standard could be required earlier in 2019 if WillScot loses EGC eligibility earlier than anticipated based on other criteria. The guidance includes a number of practical expedients that the Company is evaluating and may elect to apply. The adoption of the new sta ndard will require the Company to recognize right-of-use assets and lease liabilities that will be significant to our consolidated balance sheet. The Company will continue to evaluate the impacts of this guidance on its financial position, results of operations, and cash flows. The Company plans 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 9) and continues to evaluate the provisions of the Tax Act including guidance from the Department of Treasury and Internal Revenue Service. Additionally, the Company filed 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) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The purchase price has been determined to be as follows: Purchase Price (in thousands, except for per share amounts) Price Cash $ 1,054,416 Stock consideration (a) 95,796 ModSpace warrants (b) 52,310 Working capital adjustment (c) 5,724 Total purchase price $ 1,208,246 (a) The fair market value of the 6,458,229 shares issued as consideration was determined using the closing price on August 15, 2018, of $15.78 per share less a discount of 6.0%, based on a lock up agreement executed in connection with the acquisition of ModSpace. (b) Warrants were valued assuming a fair market value of $5.23 as estimated using a Black-Scholes valuation model as of August 15, 2018. (c) The estimated working capital adjustment as of the Closing Date was $5.7 million. The working capital amount is subject to post-close adjustments. |
Fair Value Measurement Inputs and Valuation Techniques, Business Combination, Equity Interests Issued and Issuable | Expected Volatility 28.6 % Risk-free rate of interest 2.2 % Dividend Yield — % Expected life (years) 0.5 |
Fair Value Measurement Inputs and Valuation Techniques, Warrants and Rights Outstanding | Expected Volatility 35.0 % Risk-free rate of interest 2.7 % Dividend Yield — % Expected life (years) 4.3 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Purchase Price (in thousands) Value Trade receivables, net (a) $ 81,055 Inventory 10,483 Prepaid expenses and other current assets 6,063 Rental equipment 866,801 Property, plant and equipment 111,681 Intangible assets Favorable leases (b) 3,850 Trade name (b) 3,000 Total identifiable assets acquired $ 1,082,933 Accounts payable $ 30,432 Accrued liabilities 20,877 Deferred tax liabilities, net 42,531 Deferred revenue and customer deposits 16,646 Total liabilities assumed $ 110,486 Total goodwill (c) $ 235,799 (a) The fair value of accounts receivable was $81.1 million and the gross contractual amount was $89.7 million. The Company estimated that $8.6 million is uncollectable. (b) The trade name has an estimated useful life of three years. The favorable lease asset has an estimated useful life of six years. (c) The goodwill is reflective of ModSpace’s going concern value and operational synergies that the Company expects to achieve that would not be available to other market participants. The goodwill is not deductible for income tax purposes. The goodwill is allocated to the Modular – US and Modular – Other North America segments in the amounts of $203.3 million and $32.5 million, respectively. |
Business Acquisition, Pro Forma Information | The tables below present unaudited pro-forma consolidated statements of operations information as if ModSpace and Acton had been included in the Company’s consolidated results for the three and nine months ended September 30, 2018 and 2017: (in thousands) Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 WillScot revenues (a) $ 218,924 $ 494,008 ModSpace revenues 81,692 312,609 Pro-forma revenues $ 300,616 $ 806,617 WillScot pretax loss (a) $ (43,236) $ (56,757) ModSpace pretax loss (11,460) (7,456) Pretax loss before pro-forma adjustments (54,696) (64,213) Pro-forma adjustments to combined pretax loss: Impact of fair value mark-ups/useful life changes on depreciation (b) (132) (395) Intangible asset amortization (c) (250) (750) Interest expense (d) (16,495) (49,467) Elimination of ModSpace interest (e) 4,346 20,279 Pro-forma pretax loss (f) (67,227) (94,546) Income tax benefit (10,118) (22,608) Pro-forma net loss $ (57,109) $ (71,938) (a) Excludes historic revenues and pre-tax income from discontinued operations. Post-acquisition ModSpace revenues and pre-tax income results are reflected in WillScot's historic revenue amounts. (b) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the ModSpace acquisition. The useful lives assigned to such equipment is preliminary and did not change significantly from the useful lives used by ModSpace. (c) Amortization of the trade name acquired in ModSpace acquisition. (d) In connection with the ModSpace acquisition, the Company drew an incremental $420.0 million on the ABL Facility and issued $300.0 million of secured notes and $200.0 million of unsecured notes. As of September 30, 2018, the weighted-average interest rate for the aforementioned borrowings was 6.54%. Interest expense includes amortization of related deferred financing fees on debt incurred in conjunction with ModSpace acquisition. (e) Interest on ModSpace historic debt was eliminated. (f) Pro-forma pretax loss includes $6.1 million and $7.2 million, $7.5 million and $14.9 million, $10.7 million and $14.8 million, of restructuring expense, integration costs, and transactions costs incurred by WillScot for the three and nine months ended September 30, 2018, respectively. Additionally, pro-forma pretax loss for the three and nine month ended September also includes $20.5 million of interest expense associated with bridge financing fees incurred in connection with the acquisition of ModSpace. (g) The pro-forma tax rate applied to the ModSpace pretax loss is the same as the William Scotsman effective rate for the period. (in thousands) Three Months Ended September 30, 2017 Nine Months Ended WillScot revenues (a) $ 116,162 $ 325,560 Acton and ModSpace revenues (b) 151,434 407,331 Pro-forma revenues $ 267,596 $ 732,891 WillScot pretax loss (a) $ (21,067) $ (53,325) Acton and ModSpace pretax income (loss) (b) 6,843 (108,295) Pro-forma pretax loss (14,224) (161,620) Pro-forma adjustments to combined pretax loss: Impact of fair value mark-ups/useful life changes on depreciation (c) (746) (1,959) Intangible asset amortization (d) (427) (1,281) Interest expense (e) (19,255) (57,745) Elimination of Acton and ModSpace interest (f) 8,936 36,702 Pro-forma pretax loss (25,716) (185,903) Income tax benefit (g) (9,316) (61,950) Pro-forma loss from continuing operations (h) (16,400) (123,953) Income from discontinued operations 5,078 11,123 Pro-forma net loss $ (11,322) $ (112,830) (a) Excludes historic revenues and pre-tax income from discontinued operations. Includes historic corporate and other SG&A expenses related to Algeco Group costs, which were $7.6 million and $15.7 million for the three and nine months ended September 30, 2017, respectively. Post-acquisition ModSpace revenues and pre-tax income results are reflected in WillScot's historic revenue amounts. (b) Historic Acton revenues were $24.5 million and $71.9 million and historic ModSpace revenues were $126.9 million and $335.4 million, respectively, for the three and nine months ended September 30, 2017. Historic Acton pretax income was $0.9 million and $0.6 million and historic ModSpace pretax income was $5.9 million and pretax loss was $108.9 million, respectively, for the three and nine months ended September 30, 2017. (c) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the Acton and ModSpace acquisitions. The useful lives assigned to such equipment did not change significantly from the useful lives used by Acton and ModSpace. (d) Amortization of the trade names acquired in Acton and ModSpace acquisitions. (e) In connection with the Acton acquisition, the Company drew $237.1 million on the ABL Facility. As of September 30, 2018, the weighted-average interest rate of ABL borrowings was 4.65%. In connection with the ModSpace acquisition, the Company drew an incremental $420.0 million on the ABL Facility and issued $300.0 million of secured notes and $200.0 million of unsecured notes. The weighted-average interest rate of all ModSpace acquisition borrowings was 6.54%. Interest expense includes amortization of related deferred financing fees on debt incurred in conjunction with ModSpace acquisition. (f) Interest on Acton and ModSpace historic debt was eliminated. Historic Acton interest was $1.4 million and $3.9 million and historic ModSpace interest was $7.5 million and $32.8 million, respectively, for the three and nine months ended, September 30, 2017. (g) The pro-forma tax rate applied to the Acton and ModSpace pretax income (loss) are the same as the WillScot effective rate for the period. (h) Pro-forma pretax loss includes $5.2 million and $6.1 million of Business Combination transactions costs incurred by WillScot for the three and nine months ended September 30, 2017, respectively |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Income from discontinued operations, net of tax, for the three and nine months ended September 30, 2017 was as follows: (in thousands) Three Months Ended Nine Months Ended Remote accommodations revenue $ 36,767 $ 95,332 Rental unit sales 1,522 1,522 Remote accommodations costs of leasing and services 16,621 41,359 Rental unit cost of sales 885 885 Depreciation of rental equipment 5,653 18,195 Gross profit 15,130 36,415 Selling, general and administrative expenses 3,307 9,838 Other depreciation and amortization 1,255 3,763 Restructuring costs 803 1,573 Other income, net (56) (96) Operating profit 9,821 21,337 Interest expense 654 2,074 Income from discontinued operations, before income tax 9,167 19,263 Income tax expense 4,089 8,140 Income from discontinued operations, net of tax $ 5,078 $ 11,123 Revenues and costs related to the Remote Accommodations Business for the three and nine months ended September 30, 2017 were as follows: (in thousands) Three Months Ended Nine Months Ended Remote accommodations revenue: Lease revenue $ 14,979 $ 43,556 Service revenue 21,788 51,776 Total remote accommodations revenue $ 36,767 $ 95,332 Remote accommodation costs: Cost of leases $ 2,329 $ 6,529 Cost of services 14,292 34,830 Total remote accommodations costs of leasing and services $ 16,621 $ 41,359 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 nine months ended September 30, 2017 were as follows: (in thousands) September 30, 2017 Depreciation and amortization $ 21,958 Capital expenditures $ 6,855 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories at the respective balance sheet dates consisted of the following: (in thousands) September 30, 2018 December 31, 2017 Raw materials and consumables $ 19,107 $ 10,082 Work in process 2,241 — Total inventories $ 21,348 $ 10,082 |
Rental Equipment, net (Tables)
Rental Equipment, net (Tables) | 9 Months Ended |
Sep. 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) September 30, 2018 December 31, 2017 Modular units and portable storage $ 2,326,909 $ 1,385,901 Value added products 88,642 59,566 Total rental equipment 2,415,551 1,445,467 Less: accumulated depreciation (466,148) (405,321) Rental equipment, net $ 1,949,403 $ 1,040,146 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 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 North America 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 businesses 206,667 32,538 239,205 Changes to preliminary purchase price allocations (396) — (396) Effects of movements in foreign exchange rates — 346 346 Balance at September 30, 2018 $ 234,880 $ 32,884 $ 267,764 |
Schedule of Intangible Assets | The gross carrying amount, accumulated amortization and net book value ("NBV") of the intangible assets at the respective balance sheet dates consisted of the following: (in thousands) September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization NBV Gross Carrying Amount Accumulated Amortization NBV Intangible assets subject to amortization: Favorable lease rights $ 4,401 $ (60) $ 4,341 $ 551 $ — $ 551 Acton and ModSpace trade names 3,708 (530) 3,178 708 — 708 Total intangible assets subject to amortization $ 8,109 $ (590) $ 7,519 $ 1,259 $ — $ 1,259 Indefinite-lived intangible assets: Trade names $ 125,000 $ — $ 125,000 $ 125,000 $ — $ 125,000 Total intangible assets other than goodwill $ 133,109 $ (590) $ 132,519 $ 126,259 $ — $ 126,259 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying value of debt outstanding at the respective balance sheet dates consisted of the following: (in thousands, except rates) Interest rate Year of maturity September 30, 2018 December 31, 2017 2022 Secured Notes 7.875% 2022 $ 291,853 $ 290,687 2023 Secured Notes 6.875% 2023 293,637 — Unsecured Notes 10.000% 2023 198,882 — US ABL Facility Varies 2022 830,573 297,323 Canadian ABL Facility (a) Varies 2022 — — Capital lease and other financing obligations 38,549 38,736 Total debt 1,653,494 626,746 Less: current portion of long-term debt (1,915) (1,881) Total long-term debt $ 1,651,579 $ 624,865 (a) As of September 30, 2018, the Compa ny had $1.5 million of outs tanding principal borrowings on the Canadian ABL Facility and $3.3 million of related debt issuance costs. $1.5 million of the related debt issuance costs are recorded as a direct offset against the principal of the Canadian ABL Facility and the remaining $1.8 million, in excess of the principal, has been included in other non-current assets on the condensed consolidated balance sheet. As th ere were no prin cipal 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, may redeem the 2022 Secured 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 holders' right 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 % |
Debt Redemption | On and after August 15, 2020, WSII may redeem the 2023 Secured 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 holders' right to receive interest due on an interest payment date falling on or prior to the redemption date), if redeemed during the 12 month period beginning on August 15 of each of the years set forth below. Year Redemption Price 2020 103.938 % 2021 101.969 % 2022 and thereafter 100.000 % |
Debt Redemption | At any time and from time to time on and after August 15, 2019, WSII, at its option, may redeem the Unsecured 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 Holders (as defined therein) 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 periods referred to below, beginning on August 15, 2019; provided however, that if the Unsecured Notes are being redeemed in part, such redemption will not reduce the aggregate principal amount of the Unsecured Notes outstanding below $50.0 million (together with any PIK Interest in respect thereof). Year Redemption Price August 15, 2019 to February 14, 2020 102.000 % February 15, 2020 to February 14, 2021 104.000 % February 15, 2021 and thereafter 106.000 % |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2018 and 2017 were as follows: (in thousands) Foreign Currency Translation Adjustment Balance at December 31, 2017 $ (49,497) Total other comprehensive loss (82) Reclassifications to accumulated deficit (a) (2,540) Balance at September 30, 2018 $ (52,119) (in thousands) Foreign Currency Translation Adjustment Balance at December 31, 2016 $ (56,928) Total other comprehensive loss 8,914 Balance at September 30, 2017 $ (48,014) (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 |
Schedule of Noncontrolling Interest | The changes in the non-controlling interest for the nine months ended September 30, 2018 were as follows: (in thousands) Total Balance at December 31, 2017 $ 48,931 Net loss attributable to non-controlling interest (3,715) Other comprehensive loss (26) Issuance of common stock and contribution of proceeds to WSII 7,574 Acquisition of ModSpace and the effect of the related financing transactions 13,614 Balance at September 30, 2018 $ 66,378 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 9 Months Ended |
Sep. 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: September 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 US ABL Facility (a) $ 830,573 $ — $ 857,500 $ — $ 297,323 $ — $ 310,000 $ — Canadian ABL Facility (a) — — 1,549 — — — — — 2022 Secured Notes (a) 291,853 — 310,416 — 290,687 — 310,410 — 2023 Secured Notes (a) 293,637 — 298,185 — — — — — Unsecured Notes (a) 198,882 — 204,210 — — — — — Total $ 1,614,945 $ — $ 1,671,860 $ — $ 588,010 $ — $ 620,410 $ — (a) See Note 7 - Debt. |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 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 three and nine months ended September 30, 2018 and 2017: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2018 2017 2018 2017 Balance at beginning of the period $ 967 $ 2,130 $ 227 $ 1,793 Charges during the period 6,137 1,156 7,214 2,124 Cash payments during the period (3,661) (803) (3,991) (1,442) Effects of movements in foreign exchange rates 5 7 (2) 15 Balance at end of period $ 3,448 $ 2,490 $ 3,448 $ 2,490 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018: Number of Shares Weighted-Average Grant Date Fair Value Balance, December 31, 2017 — $ — Granted 27,675 13.60 Forfeited — — Balance, September 30, 2018 27,675 $ 13.60 |
Restricted Stock Units | The following table summarizes the Company's RSU award activity for the nine months ended September 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, September 30, 2018 886,680 $ 13.60 |
Stock Option Awards | The following table summarizes the Company's stock option activity for the nine months ended September 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, September 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) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2018 and 2017, respectively: Three Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 128,007 $ 13,653 $ 141,660 Modular delivery and installation 41,830 4,947 46,777 Sales: New units 19,193 1,727 20,920 Rental units 8,595 972 9,567 Total Revenues $ 197,625 $ 21,299 $ 218,924 Costs: Cost of leasing and services: Modular leasing $ 36,204 $ 3,011 $ 39,215 Modular delivery and installation 37,782 4,608 42,390 Cost of sales: New units 13,905 1,184 15,089 Rental units 5,025 725 5,750 Depreciation of rental equipment 31,702 3,832 35,534 Gross profit $ 73,007 $ 7,939 $ 80,946 Adjusted EBITDA $ 58,454 $ 6,164 $ 64,618 Other selected data: Selling, general and administrative expense $ 66,102 $ 5,795 $ 71,897 Other depreciation and amortization $ 3,403 $ 317 $ 3,720 Capital expenditures for rental fleet $ 43,007 $ 3,735 $ 46,742 Three Months Ended September 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Revenues: Leasing and services revenue: Modular leasing $ 66,555 $ 8,920 $ (155) $ 75,320 Modular delivery and installation 22,127 2,503 (3) 24,627 Sales: New units 9,074 535 — 9,609 Rental units 5,922 765 (81) 6,606 Total Revenues $ 103,678 $ 12,723 $ (239) $ 116,162 Costs: Cost of leasing and services: Modular leasing $ 19,000 $ 2,252 $ — $ 21,252 Modular delivery and installation 21,545 2,387 — 23,932 Cost of sales: New units 6,487 427 2 6,916 Rental units 3,204 580 — 3,784 Depreciation of rental equipment 15,676 3,333 — 19,009 Gross profit (loss) $ 37,766 $ 3,744 $ (241) $ 41,269 Adjusted EBITDA $ 29,177 $ 2,961 $ (2,753) $ 29,385 Other selected data: Selling, general and administrative expense $ 24,337 $ 4,116 $ 7,644 $ 36,097 Other depreciation and amortization $ 1,298 $ 264 $ 343 $ 1,905 Capital expenditures for rental fleet $ 24,147 $ 1,361 $ — $ 25,508 Nine Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 306,920 $ 33,251 $ 340,171 Modular delivery and installation 93,190 11,250 104,440 Sales: New units 30,157 3,427 33,584 Rental units 14,258 1,555 15,813 Total Revenues $ 444,525 $ 49,483 $ 494,008 Costs: Cost of leasing and services: Modular leasing $ 85,766 $ 7,740 $ 93,506 Modular delivery and installation 87,032 11,006 98,038 Cost of sales: New units 21,347 2,433 23,780 Rental units 8,218 1,110 9,328 Depreciation of rental equipment 72,606 10,243 82,849 Gross profit $ 169,556 $ 16,951 $ 186,507 Adjusted EBITDA $ 129,170 $ 12,856 $ 142,026 Other selected data: Selling, general and administrative expense $ 150,248 $ 14,597 $ 164,845 Other depreciation and amortization $ 6,962 $ 764 $ 7,726 Capital expenditures for rental fleet $ 104,462 $ 7,043 $ 111,505 Nine Months Ended September 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Revenues: Leasing and services revenue: Modular leasing $ 192,587 $ 25,124 $ (450) $ 217,261 Modular delivery and installation 60,451 6,132 (3) 66,580 Sales: New units 21,630 2,861 — 24,491 Rental units 14,634 2,675 (81) 17,228 Total Revenues $ 289,302 $ 36,792 $ (534) $ 325,560 Costs: Cost of leasing and services: Modular leasing $ 55,713 $ 5,981 $ — $ 61,694 Modular delivery and installation 58,612 5,792 — 64,404 Cost of sales: — New units 15,172 2,240 (10) 17,402 Rental units 8,240 1,827 — 10,067 Depreciation of rental equipment 44,030 9,173 — 53,203 Gross profit (loss) $ 107,535 $ 11,779 $ (524) $ 118,790 Adjusted EBITDA $ 79,189 $ 8,586 $ (10,197) $ 77,578 Other selected data: Selling, general and administrative expense $ 72,464 $ 12,393 $ 15,653 $ 100,510 Other depreciation and amortization $ 3,937 $ 755 $ 1,044 $ 5,736 Capital expenditures for rental fleet $ 72,105 $ 3,705 $ — $ 75,810 |
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 nine months ended September 30, 2018 and 2017, respectively: Three Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total (Loss) income from continuing operations before income taxes $ (44,519) $ 1,283 $ (43,236) Interest expense, net (a) 42,831 616 43,447 Depreciation and amortization 35,105 4,149 39,254 Currency gains, net (112) (313) (425) Restructuring costs 5,895 242 6,137 Integration costs 7,443 10 7,453 Stock compensation expense 1,050 — 1,050 Transaction costs 10,490 182 10,672 Other (income) expense 271 (5) 266 Adjusted EBITDA $ 58,454 $ 6,164 $ 64,618 (a) In connection with the ModSpace acquisition, the Company incurred bridge financing fees and upfront commitment fees of $20.5 million, included within interest expense, during the three months ended September 30, 2018. Three Months Ended September 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Loss from continuing operations before income taxes $ (1,070) $ (1,684) $ (18,313) $ (21,067) Interest expense, net 16,790 1,134 8,523 26,447 Depreciation and amortization 16,974 3,597 343 20,914 Currency gains, net (3,834) (104) (332) (4,270) Restructuring costs 247 17 892 1,156 Transaction costs 69 — 5,164 5,233 Other expense 1 1 970 972 Adjusted EBITDA $ 29,177 $ 2,961 $ (2,753) $ 29,385 Nine Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total Loss from continuing operations before income taxes $ (55,360) $ (1,397) $ (56,757) Interest expense, net (a) 65,654 1,667 67,321 Depreciation and amortization 79,568 11,007 90,575 Currency losses, net 159 1,012 1,171 Restructuring costs 6,962 252 7,214 Integration costs 14,858 10 14,868 Stock compensation expense 2,225 — 2,225 Transaction costs 14,539 251 14,790 Other expense 565 54 619 Adjusted EBITDA $ 129,170 $ 12,856 $ 142,026 (a) In connection with the ModSpace acquisition, the Company incurred bridge financing fees and upfront commitment fees of $20.5 million, included within interest expense, during the nine months ended September 30, 2018. Nine Months Ended September 30, 2017 (in thousands) Modular - US Modular - Other North America Corporate & Other Total Loss from continuing operations before income taxes $ (6,280) $ (4,142) $ (42,903) $ (53,325) Interest expense, net 48,302 3,350 23,270 74,922 Depreciation and amortization 47,967 9,928 1,044 58,939 Currency gains, net (11,233) (585) (951) (12,769) Restructuring costs 247 17 1,860 2,124 Transaction costs 115 — 5,980 6,095 Other expense 71 18 1,503 1,592 Adjusted EBITDA $ 79,189 $ 8,586 $ (10,197) $ 77,578 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction, Due From (To) Related Party | Related party balances included in the Company’s consolidated balance sheet at September 30, 2018 and December 31, 2017, consisted of the following: (in thousands) Financial statement line Item September 30, 2018 December 31, 2017 Receivables due from affiliates Prepaid expenses and other current assets $ 66 $ 2,863 Amounts due to affiliates Accrued liabilities (1,465) (1,235) Total related party liabilities, net $ (1,399) $ 1,628 |
Schedule of Related Party Transaction, Income (Expenses) from Related Party | Related party transactions included in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2018 and 2017, respectively, consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) Financial statement line item 2018 2017 2018 2017 Leasing revenue from related parties Modular leasing revenue $ (104) $ — $ (629) $ — Rental unit sales to related parties Rental unit sales (1,548) — (1,548) — Management fees and recharge income on transactions with affiliates Selling, general & administrative expenses — (1,693) — (1,542) Interest income on notes due from affiliates Interest income — (3,659) — (9,752) Interest expense on notes due to affiliates Interest expense — 17,191 — 47,918 Remote accommodations revenue and costs, net from affiliates Income from discontinued operations, net of tax — 1,327 — 1,327 Total related party (income) expense, net $ (1,652) $ 13,166 $ (2,177) $ 37,951 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | |
Noncontrolling Interest [Line Items] | |||
Provisional tax benefit from remeasurement of deferred tax liabilities | $ 28.1 | ||
Provisional tax expense from the deemed repatriation of foreign earnings | $ 2.4 | ||
Williams Scotsman Holdings Corp. | |||
Noncontrolling Interest [Line Items] | |||
Percentage ownership by company | 91.00% | ||
Sapphire Holding S.a. r.l. | |||
Noncontrolling Interest [Line Items] | |||
Percentage ownership | 9.00% | 10.00% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Aug. 15, 2018 | Jul. 20, 2018 | Jan. 03, 2018 | Dec. 20, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 06, 2018 | Aug. 03, 2018 |
Business Acquisition [Line Items] | ||||||||||||
Integration fees | $ 7,453,000 | $ 14,868,000 | ||||||||||
Transaction costs | 10,672,000 | $ 5,233,000 | 14,790,000 | $ 6,095,000 | ||||||||
Tyson Onsite | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration | $ 24,000,000 | |||||||||||
Rental fleet | $ 900,000 | |||||||||||
Accrued liabilities | 100,000 | |||||||||||
Property, plant and equipment | $ (100,000) | |||||||||||
Cash purchase price | 24,006,000 | 0 | ||||||||||
Acton Mobile Holdings LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Rental fleet | $ (2,100,000) | |||||||||||
Accrued liabilities | 800,000 | |||||||||||
Percentage of issued and outstanding ownership interests acquired | 100.00% | |||||||||||
Cash purchase price | $ 237,100,000 | |||||||||||
Deferred revenue | 600,000 | |||||||||||
Deferred tax assets | 800,000 | |||||||||||
Receivables | $ 2,400,000 | |||||||||||
Modular Space Holdings, Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration | $ 1,208,246,000 | |||||||||||
Cash purchase price | $ 1,054,416,000 | 1,060,140,000 | $ 0 | |||||||||
Warrants exercise price (in USD per share) | $ 15.50 | |||||||||||
Working capital adjustment | $ 5,724,000 | |||||||||||
Cash purchase price deposited into escrow | $ 3,000,000 | |||||||||||
Revenue since acquisition date | 65,500,000 | 65,500,000 | ||||||||||
Integration fees | 7,500,000 | 14,900,000 | ||||||||||
Transaction costs | 10,700,000 | 14,800,000 | ||||||||||
Tyson Onsite, Acton Mobile Holdings LLC, and Modular Space Holdings, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Integration fees | $ 7,500,000 | $ 14,900,000 | ||||||||||
Common Stock | Modular Space Holdings, Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock consideration (in shares) | 6,458,229 | |||||||||||
Stock consideration | $ 95,796,000 | |||||||||||
Warrants | Modular Space Holdings, Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock consideration | $ 52,310,000 | |||||||||||
Class A Common Stock | Modular Space Holdings, Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Warrants exercise price (in USD per share) | $ 15.50 | |||||||||||
Class A Common Stock | Common Stock | Modular Space Holdings, Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock consideration (in shares) | 6,458,229 | |||||||||||
Stock consideration | $ 95,800,000 | |||||||||||
Class A Common Stock | Warrants | Modular Space Holdings, Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock consideration (in shares) | 10,000,000 | |||||||||||
Stock consideration | $ 52,300,000 | |||||||||||
Public Offering | Class A Common Stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of shares sold (in shares) | 9,200,000,000,000 | |||||||||||
2023 Senior Secured Notes | Senior Notes | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt issued | $ 300,000,000 | |||||||||||
2023 Senior Unsecured Notes | Senior Notes | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt issued | $ 200,000,000 |
Acquisitions - Purchase Price (
Acquisitions - Purchase Price (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 15, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Share price (in USD per share) | $ 15.78 | ||
Modular Space Holdings, Inc | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,054,416 | $ 1,060,140 | $ 0 |
Working capital adjustment | 5,724 | ||
Total purchase price | $ 1,208,246 | ||
Discount on share price | 6.00% | ||
Fair market value of warrant (in USD per share) | $ 5.23 | ||
Common Stock | Modular Space Holdings, Inc | |||
Business Acquisition [Line Items] | |||
Stock consideration | $ 95,796 | ||
Stock consideration (in shares) | 6,458,229 | ||
Warrants | Modular Space Holdings, Inc | |||
Business Acquisition [Line Items] | |||
Stock consideration | $ 52,310 |
Acquisitions - Warrant Valuatio
Acquisitions - Warrant Valuation (Details) - Modular Space Holdings, Inc | Aug. 15, 2018 |
Expected Volatility | |
Business Acquisition [Line Items] | |
Stock consideration valuation input | 0.286 |
Warrant valuation input | 0.350 |
Risk-free rate of interest | |
Business Acquisition [Line Items] | |
Stock consideration valuation input | 0.022 |
Warrant valuation input | 0.027 |
Dividend Yield | |
Business Acquisition [Line Items] | |
Stock consideration valuation input | 0 |
Warrant valuation input | 0 |
Expected life (years) | |
Business Acquisition [Line Items] | |
Stock consideration valuation input | 0.5 |
Warrant valuation input | 4.3 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 15, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Total goodwill | $ 267,764 | $ 28,609 | $ 56,811 | |
Modular Space Holdings, Inc | ||||
Business Acquisition [Line Items] | ||||
Trade receivables, net | $ 81,055 | |||
Inventory | 10,483 | |||
Prepaid expenses and other current assets | 6,063 | |||
Rental equipment | 866,801 | |||
Property, plant and equipment | 111,681 | |||
Total identifiable assests acquired | 1,082,933 | |||
Accounts payable | 30,432 | |||
Accrued liabilities | 20,877 | |||
Deferred tax liabilities | 42,531 | |||
Deferred revenue and customer deposits | 16,646 | |||
Total liabilities assumed | 110,486 | |||
Total goodwill | 235,799 | |||
Fair value of accounts receivables | 81,100 | |||
Gross contractual amounts of accounts receivables | 89,700 | |||
Uncollectible accounts receivable | 8,600 | |||
Modular - US | ||||
Business Acquisition [Line Items] | ||||
Total goodwill | 234,880 | 28,609 | 0 | |
Modular - US | Modular Space Holdings, Inc | ||||
Business Acquisition [Line Items] | ||||
Total goodwill | 203,300 | |||
Modular - Other North America | ||||
Business Acquisition [Line Items] | ||||
Total goodwill | $ 32,884 | $ 0 | $ 56,811 | |
Modular - Other North America | Modular Space Holdings, Inc | ||||
Business Acquisition [Line Items] | ||||
Total goodwill | 32,500 | |||
Favorable Lease Asset | Modular Space Holdings, Inc | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 3,850 | |||
Estimated useful life of intangible assets | 6 years | 6 years | ||
Trade Name | Modular Space Holdings, Inc | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 3,000 | |||
Estimated useful life of intangible assets | 3 years | 3 years |
Acquisitions - Pro-Forma Consol
Acquisitions - Pro-Forma Consolidated Statements of Operations (Details) - USD ($) | Aug. 15, 2018 | Dec. 20, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||||||
Revenues | $ 218,924,000 | $ 116,162,000 | $ 494,008,000 | $ 325,560,000 | ||
Pretax loss | $ (43,236,000) | (21,067,000) | $ (56,757,000) | (53,325,000) | ||
Weighted average interest rate for borrowings | 6.54% | 6.54% | ||||
Restructuring costs | $ 6,137,000 | 1,156,000 | $ 7,214,000 | 2,124,000 | ||
Integration costs | 7,453,000 | 14,868,000 | ||||
Transaction costs | 10,672,000 | 5,233,000 | 14,790,000 | 6,095,000 | ||
Bridge financing fees | 20,500,000 | 20,500,000 | ||||
Selling, general and administrative expense | $ 71,897,000 | 36,097,000 | $ 164,845,000 | 100,510,000 | ||
Senior Notes | 2023 Senior Secured Notes | ||||||
Business Acquisition [Line Items] | ||||||
Debt issued | $ 300,000,000 | |||||
Senior Notes | 2023 Senior Unsecured Notes | ||||||
Business Acquisition [Line Items] | ||||||
Debt issued | 200,000,000 | |||||
Revolving Credit Facility | Line of Credit | ABL Facility | ||||||
Business Acquisition [Line Items] | ||||||
Draw down of debt | 420,000,000 | |||||
Weighted average interest rate for borrowings | 4.65% | 4.65% | ||||
Modular Space Holdings, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Pro-forma revenues | $ 300,616,000 | $ 806,617,000 | ||||
Pretax loss | (67,227,000) | (94,546,000) | ||||
Pro-forma pretax loss | (54,696,000) | (64,213,000) | ||||
Income tax benefit | (10,118,000) | (22,608,000) | ||||
Pro-forma loss from continuing operations | $ (57,109,000) | $ (71,938,000) | ||||
Weighted average interest rate for borrowings | 6.54% | 6.54% | ||||
Restructuring costs | $ 6,100,000 | $ 7,200,000 | ||||
Integration costs | 7,500,000 | 14,900,000 | ||||
Transaction costs | 10,700,000 | 14,800,000 | ||||
Bridge financing fees | 20,500,000 | 20,500,000 | ||||
Modular Space Holdings, Inc | Revolving Credit Facility | Line of Credit | ABL Facility | ||||||
Business Acquisition [Line Items] | ||||||
Draw down of debt | $ 420,000,000 | |||||
Modular Space Holdings, Inc | Impact of fair value mark-ups/useful life changes on depreciation | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | (132,000) | (395,000) | ||||
Modular Space Holdings, Inc | Intangible asset amortization | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | (250,000) | (750,000) | ||||
Modular Space Holdings, Inc | Interest expense | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | (16,495,000) | (7,500,000) | (49,467,000) | (32,800,000) | ||
Modular Space Holdings, Inc | Elimination of historic interest | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | $ 4,346,000 | $ 20,279,000 | ||||
Modular Space Holdings, Inc. and Acton Mobile Holdings LLC | ||||||
Business Acquisition [Line Items] | ||||||
Pro-forma revenues | 267,596,000 | 732,891,000 | ||||
Pretax loss | (25,716,000) | (185,903,000) | ||||
Pro-forma pretax loss | (14,224,000) | (161,620,000) | ||||
Income tax benefit | (9,316,000) | (61,950,000) | ||||
Pro-forma loss from continuing operations | (16,400,000) | (123,953,000) | ||||
Income from discontinued operations | 5,078,000 | 11,123,000 | ||||
Pro-forma net loss | (11,322,000) | (112,830,000) | ||||
Transaction costs | 5,200,000 | 6,100,000 | ||||
Modular Space Holdings, Inc. and Acton Mobile Holdings LLC | Impact of fair value mark-ups/useful life changes on depreciation | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | (746,000) | (1,959,000) | ||||
Modular Space Holdings, Inc. and Acton Mobile Holdings LLC | Intangible asset amortization | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | (427,000) | (1,281,000) | ||||
Modular Space Holdings, Inc. and Acton Mobile Holdings LLC | Interest expense | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | (19,255,000) | (57,745,000) | ||||
Modular Space Holdings, Inc. and Acton Mobile Holdings LLC | Elimination of historic interest | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | 8,936,000 | 36,702,000 | ||||
Acton Mobile Holdings LLC | Revolving Credit Facility | Line of Credit | ABL Facility | ||||||
Business Acquisition [Line Items] | ||||||
Draw down of debt | $ 237,100,000 | |||||
Weighted average interest rate for borrowings | 4.65% | 4.65% | ||||
Acton Mobile Holdings LLC | Interest expense | ||||||
Business Acquisition [Line Items] | ||||||
Pretax loss | (1,400,000) | (3,900,000) | ||||
Modular Space Holdings, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | $ 81,692,000 | 126,900,000 | $ 312,609,000 | 335,400,000 | ||
Pretax loss | $ (11,460,000) | 5,900,000 | $ (7,456,000) | 108,900,000 | ||
Modular Space Holdings, Inc. and Acton Mobile Holdings LLC | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | 151,434,000 | 407,331,000 | ||||
Pretax loss | 6,843,000 | (108,295,000) | ||||
Acton Mobile Holdings LLC | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | 24,500,000 | 71,900,000 | ||||
Pretax loss | 900,000 | 600,000 | ||||
Alegco Group | ||||||
Business Acquisition [Line Items] | ||||||
Selling, general and administrative expense | $ 7,600,000 | $ 15,700,000 |
Discontinued Operations - Incom
Discontinued Operations - Income (Loss) from Discontinued Operations, Net of Tax (Details) - Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation of rental equipment | $ 5,653 | $ 18,195 |
Gross profit | 15,130 | 36,415 |
Selling, general and administrative expenses | 3,307 | 9,838 |
Other depreciation and amortization | 1,255 | 3,763 |
Restructuring costs | 803 | 1,573 |
Other income, net | (56) | (96) |
Operating profit | 9,821 | 21,337 |
Interest expense | 654 | 2,074 |
Income from discontinued operations, before income tax | 9,167 | 19,263 |
Income tax expense | 4,089 | 8,140 |
Income from discontinued operations, net of tax | 5,078 | 11,123 |
Remote accommodations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 36,767 | 95,332 |
Cost of sales | 16,621 | 41,359 |
Rental units | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 1,522 | 1,522 |
Cost of sales | $ 885 | $ 885 |
Discontinued Operations - Reven
Discontinued Operations - Revenues and Costs Related to Remote Accommodations Business (Details) - Remote accommodations - Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Remote accommodations revenue: | ||
Lease revenue | $ 14,979 | $ 43,556 |
Service revenue | 21,788 | 51,776 |
Total remote accommodations revenue | 36,767 | 95,332 |
Remote accommodation costs: | ||
Cost of leases | 2,329 | 6,529 |
Cost of services | 14,292 | 34,830 |
Total remote accommodations costs of leasing and services | $ 16,621 | $ 41,359 |
Discontinued Operations - Cash
Discontinued Operations - Cash Flows from Discontinued Operations (Details) - Discontinued Operations $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Depreciation and amortization | $ 21,958 |
Capital expenditures | $ 6,855 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Inventory Disclosure [Abstract] | |||
Raw materials and consumables | $ 19,107 | $ 10,082 | |
Work in process | 2,241 | 0 | |
Total inventories | $ 21,348 | $ 10,082 | $ 10,082 |
Rental Equipment, net (Details)
Rental Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Total rental equipment | $ 2,415,551 | $ 2,415,551 | $ 1,445,467 |
Less: accumulated depreciation | (466,148) | (466,148) | (405,321) |
Rental equipment, net | 1,949,403 | 1,949,403 | 1,040,146 |
Insurance proceeds | 0 | 9,300 | |
Gain on insurance proceeds | 0 | 4,800 | |
Modular units and portable storage | |||
Property, Plant and Equipment [Line Items] | |||
Total rental equipment | 2,326,909 | 2,326,909 | 1,385,901 |
Value added products and services | |||
Property, Plant and Equipment [Line Items] | |||
Total rental equipment | $ 88,642 | $ 88,642 | $ 59,566 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 28,609 | $ 56,811 |
Acquisition of a business | 239,205 | 28,609 |
Impairment losses | (60,743) | |
Changes to preliminary purchase price allocations | (396) | |
Effects of movements in foreign exchange rates | 346 | 3,932 |
Goodwill, end of period | 267,764 | 28,609 |
Modular - US | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 28,609 | 0 |
Acquisition of a business | 206,667 | 28,609 |
Impairment losses | 0 | |
Changes to preliminary purchase price allocations | (396) | |
Effects of movements in foreign exchange rates | 0 | 0 |
Goodwill, end of period | 234,880 | 28,609 |
Modular - Other North America | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 0 | 56,811 |
Acquisition of a business | 32,538 | 0 |
Impairment losses | (60,743) | |
Changes to preliminary purchase price allocations | 0 | |
Effects of movements in foreign exchange rates | 346 | 3,932 |
Goodwill, end of period | $ 32,884 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | Aug. 15, 2018 | Jan. 03, 2018 | Dec. 20, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||||||
Goodwill recognized | $ 239,205 | $ 28,609 | ||||
Tyson Onsite | ||||||
Goodwill [Line Items] | ||||||
Changes to preliminary purchase price allocations | $ 300 | 700 | ||||
Modular - US | ||||||
Goodwill [Line Items] | ||||||
Goodwill recognized | 206,667 | 28,609 | ||||
Modular - US | Modular Space Holdings, Inc | ||||||
Goodwill [Line Items] | ||||||
Goodwill recognized | $ 203,300 | |||||
Modular - US | Acton Mobile Holdings LLC | ||||||
Goodwill [Line Items] | ||||||
Goodwill recognized | $ 28,600 | |||||
Changes to preliminary purchase price allocations | $ 1,700 | 300 | ||||
Modular - US | Tyson Onsite | ||||||
Goodwill [Line Items] | ||||||
Goodwill recognized | $ 3,400 | |||||
Modular - Other North America | ||||||
Goodwill [Line Items] | ||||||
Goodwill recognized | $ 32,538 | $ 0 | ||||
Modular - Other North America | Modular Space Holdings, Inc | ||||||
Goodwill [Line Items] | ||||||
Goodwill recognized | $ 32,500 | |||||
Favorable Lease Asset | Modular Space Holdings, Inc | ||||||
Goodwill [Line Items] | ||||||
Estimated useful life of intangible assets | 6 years | 6 years | ||||
Favorable Lease Asset | Modular - US | Modular Space Holdings, Inc | ||||||
Goodwill [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 3,900 | |||||
Trade Name | Modular Space Holdings, Inc | ||||||
Goodwill [Line Items] | ||||||
Estimated useful life of intangible assets | 3 years | 3 years | ||||
Trade Name | Modular - US | Modular Space Holdings, Inc | ||||||
Goodwill [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 3,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | $ 8,109 | $ 1,259 |
Intangible assets, accumulated amortization | (590) | 0 |
Intangible assets subject to amortization, NBV | 7,519 | 1,259 |
Total intangible assets other than goodwill, gross carrying amount | 133,109 | 126,259 |
Total intangible assets other than goodwill, NBV | 132,519 | 126,259 |
Trade Name | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 125,000 | 125,000 |
Trade Name | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 3,708 | 708 |
Intangible assets, accumulated amortization | (530) | 0 |
Intangible assets subject to amortization, NBV | 3,178 | 708 |
Favorable Lease Asset | ||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 4,401 | 551 |
Intangible assets, accumulated amortization | (60) | 0 |
Intangible assets subject to amortization, NBV | $ 4,341 | $ 551 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Aug. 06, 2018 | Dec. 31, 2017 | Nov. 29, 2017 |
Debt Instrument [Line Items] | ||||
Capital lease and other financing obligations | $ 38,549 | $ 38,736 | ||
Total debt | 1,653,494 | 626,746 | ||
Less: current portion of long-term debt | (1,915) | (1,881) | ||
Total long-term debt | $ 1,651,579 | 624,865 | ||
Senior Notes | 2022 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 7.875% | 7.875% | ||
Debt | $ 291,853 | 290,687 | ||
Debt issuance costs | $ 8,100 | 9,300 | ||
Senior Notes | 2023 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.875% | 6.875% | ||
Debt | $ 293,637 | 0 | ||
Senior Notes | 2023 Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 10.00% | |||
Debt | $ 198,882 | 0 | ||
Line of Credit | US ABL Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt | 830,573 | 297,323 | ||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt | 0 | 0 | ||
Debt, gross | 1,500 | |||
Debt issuance costs | 3,300 | |||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | Long-term Debt | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 1,500 | |||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | Other Non-current Assets | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 1,800 | $ 1,800 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Aug. 15, 2018 | Aug. 06, 2018 | Aug. 03, 2018 | Nov. 29, 2017 | Oct. 31, 2012 | |
Debt Instrument [Line Items] | ||||||||||
Weighted average interest rate for borrowings | 6.54% | 6.54% | ||||||||
Bridge financing fees | $ 20,500,000 | $ 20,500,000 | ||||||||
Capital lease obligations | 38,549,000 | 38,549,000 | $ 38,736,000 | |||||||
Interest expense on notes due to affiliates | 0 | $ 17,191,000 | 0 | $ 47,918,000 | ||||||
Interest income for notes from affiliates | 0 | 3,659,000 | 0 | 9,752,000 | ||||||
Affiliates | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense on notes due to affiliates | 16,700,000 | 48,000,000 | ||||||||
Interest income for notes from affiliates | 3,700,000 | 9,800,000 | ||||||||
Line of Credit | ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit amount outstanding | $ 13,000,000 | $ 13,000,000 | 8,900,000 | |||||||
Senior Notes | 2022 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, face amount | $ 300,000,000 | |||||||||
Interest rate | 7.875% | 7.875% | 7.875% | |||||||
Unamortized debt issuance costs | $ 8,100,000 | $ 8,100,000 | 9,300,000 | |||||||
Senior Notes | 2023 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs and debt discount | $ 6,400,000 | $ 6,400,000 | $ 6,500,000 | |||||||
Debt, face amount | $ 300,000,000 | |||||||||
Interest rate | 6.875% | 6.875% | 6.875% | |||||||
Senior Notes | 2023 Senior Unsecured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs and debt discount | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | |||||||
Debt, face amount | $ 200,000,000 | |||||||||
Interest rate | 10.00% | 10.00% | ||||||||
Senior Notes | Redemption Period One | 2023 Senior Unsecured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | 100.00% | |||||||||
Senior Notes | Redemption Period Two | 2022 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | 103.938% | |||||||||
Senior Notes | Redemption Period Two | 2023 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | 103.938% | |||||||||
Senior Notes | Redemption Period Two | 2023 Senior Unsecured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum outstanding principal after redemption | $ 50,000,000 | $ 50,000,000 | ||||||||
Capital Leases and Other Financing Obligations | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized debt issuance costs | 1,600,000 | 1,600,000 | 1,800,000 | |||||||
Capital Lease Obligations | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capital lease obligations | 100,000 | 100,000 | 200,000 | |||||||
Sale Leaseback Transaction | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capital lease obligations | $ 38,400,000 | $ 38,400,000 | 38,500,000 | |||||||
Implicit interest rate | 8.00% | 8.00% | ||||||||
Revolving Credit Facility | Line of Credit | Former Algeco Group Revolver | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 1,355,000,000 | |||||||||
Interest expense | $ 8,700,000 | $ 23,200,000 | ||||||||
Revolving Credit Facility | Line of Credit | Former Algeco Group Revolver Denominated in USD | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 1,285,000,000 | $ 1,285,000,000 | 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 | 1,425,000,000 | 1,425,000,000 | 600,000,000 | $ 600,000,000 | ||||||
Interest expense | 7,600,000 | 15,800,000 | ||||||||
Accordion feature | 375,000,000 | 375,000,000 | ||||||||
Maximum aggregate availability, after accordion feature | $ 1,800,000,000 | $ 1,800,000,000 | ||||||||
Applicable margin, step down | 0.25% | |||||||||
Applicable margin, step up | 0.25% | |||||||||
Weighted average interest rate for borrowings | 4.65% | 4.65% | ||||||||
Available borrowing capacity | $ 552,900,000 | $ 552,900,000 | 281,100,000 | |||||||
Minimum fixed charge ratio | 2 | 2 | ||||||||
Maximum total net leverage ratio | 5.50 | 5.50 | ||||||||
Excess availability under facility to trigger covenant | $ 135,000,000 | $ 135,000,000 | ||||||||
Excess availability as a percentage of the line cap to trigger covenant | 10.00% | 10.00% | ||||||||
Outstanding principal | $ 859,000,000 | $ 859,000,000 | 310,000,000 | |||||||
Debt issuance costs and debt discount | 28,500,000 | 28,500,000 | 12,700,000 | |||||||
Additional debt issuance costs and discounts associated with debt modification | 19,000,000 | |||||||||
Revolving Credit Facility | Line of Credit | US ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 1,285,000,000 | $ 1,285,000,000 | ||||||||
Percentage of net book value of accounts receivable used in determining borrowing capacity | 85.00% | 85.00% | ||||||||
Percentage of net book value of eligible rental equipment used in determining borrowing capacity | 95.00% | 95.00% | ||||||||
Percentage of net orderly liquidation value of eligible rental equipment used in determining borrowing capacity | 85.00% | 85.00% | ||||||||
Available borrowing capacity | $ 414,500,000 | $ 414,500,000 | 211,100,000 | |||||||
Revolving Credit Facility | Line of Credit | Canadian ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 140,000,000 | $ 140,000,000 | ||||||||
Percentage of net book value of accounts receivable used in determining borrowing capacity | 85.00% | 85.00% | ||||||||
Percentage of net book value of eligible rental equipment used in determining borrowing capacity | 95.00% | 95.00% | ||||||||
Percentage of net orderly liquidation value of eligible rental equipment used in determining borrowing capacity | 85.00% | 85.00% | ||||||||
Available borrowing capacity | $ 138,400,000 | $ 138,400,000 | $ 70,000,000 | |||||||
Outstanding principal | 1,500,000 | 1,500,000 | ||||||||
Unamortized debt issuance costs | 3,300,000 | $ 3,300,000 | ||||||||
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 | 75,000,000 | $ 75,000,000 | ||||||||
Letter of Credit | Line of Credit | Canadian ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | 60,000,000 | 60,000,000 | ||||||||
Swingline Loans | Line of Credit | US ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | 75,000,000 | 75,000,000 | ||||||||
Swingline Loans | Line of Credit | Canadian ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 50,000,000 | $ 50,000,000 | ||||||||
Interest Payment Period One | Senior Notes | 2023 Senior Unsecured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 10.00% | |||||||||
Interest rate paid in kind | 11.50% | 11.50% | ||||||||
Interest Payment Period Two | Senior Notes | 2023 Senior Unsecured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 12.50% | 12.50% | ||||||||
Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capital lease interest rate | 1.20% | |||||||||
Minimum | Senior Notes | Redemption Period One | 2023 Senior Unsecured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum outstanding principal after redemption | $ 50,000,000 | $ 50,000,000 | ||||||||
Minimum | Sale Leaseback Transaction | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Agreement term | 18 months | |||||||||
Minimum | Revolving Credit Facility | Line of Credit | ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee | 0.375% | |||||||||
Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capital lease interest rate | 11.90% | |||||||||
Maximum | Sale Leaseback Transaction | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Agreement term | 10 years | |||||||||
Maximum | Revolving Credit Facility | Line of Credit | ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee | 0.50% | |||||||||
Redemption Option One | Senior Notes | Redemption Period One | 2022 Senior Secured Notes | ||||||||||
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% | ||||||||
Redemption Option One | Senior Notes | Redemption Period One | 2023 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | 100.00% | |||||||||
Redemption Option Two | Senior Notes | Redemption Period One | 2022 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | 107.875% | |||||||||
Redemption percentage of aggregate principal amount | 40.00% | |||||||||
Redemption Option Two | Senior Notes | Redemption Period One | 2023 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | 106.875% | |||||||||
Redemption percentage of aggregate principal amount | 40.00% | |||||||||
Redemption Option Three | Senior Notes | Redemption Period One | 2022 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | 103.00% | |||||||||
Redemption percentage of aggregate principal amount | 10.00% | |||||||||
Redemption Option Three | Senior Notes | Redemption Period One | 2023 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | 103.00% | |||||||||
Redemption percentage of aggregate principal amount | 10.00% |
Debt - Redemption Price Percent
Debt - Redemption Price Percentage (Details) - Senior Notes | 9 Months Ended |
Sep. 30, 2018 | |
2022 Senior Secured Notes | Redemption Period Two | |
Debt Instrument [Line Items] | |
Redemption Price | 103.938% |
2022 Senior Secured Notes | Redemption Period Three | |
Debt Instrument [Line Items] | |
Redemption Price | 101.969% |
2022 Senior Secured Notes | Redemption Period Four | |
Debt Instrument [Line Items] | |
Redemption Price | 100.00% |
2023 Senior Secured Notes | Redemption Period Two | |
Debt Instrument [Line Items] | |
Redemption Price | 103.938% |
2023 Senior Secured Notes | Redemption Period Three | |
Debt Instrument [Line Items] | |
Redemption Price | 101.969% |
2023 Senior Secured Notes | Redemption Period Four | |
Debt Instrument [Line Items] | |
Redemption Price | 100.00% |
2023 Senior Unsecured Notes | Redemption Period Three | |
Debt Instrument [Line Items] | |
Redemption Price | 102.00% |
2023 Senior Unsecured Notes | Redemption Period Four | |
Debt Instrument [Line Items] | |
Redemption Price | 104.00% |
2023 Senior Unsecured Notes | Redemption Period Five | |
Debt Instrument [Line Items] | |
Redemption Price | 106.00% |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 21, 2018 | Aug. 15, 2018 | Aug. 10, 2018 | Jul. 30, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Equity | $ 730,709 | $ 484,550 | |||||
Equity Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares sold (in shares) | 8,000,000 | 9,200,000 | |||||
Price of shares sold (in USD per share) | $ 16 | ||||||
Net offering proceeds | $ 139,000 | ||||||
Discount and offering expenses | $ 8,200 | ||||||
Underwriter's Option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares sold (in shares) | 1,200,000 | ||||||
Modular Space Holdings, Inc | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares called by each warrant (in shares) | 1 | ||||||
Warrants exercise price (in USD per share) | $ 15.50 | ||||||
Net assets acquired | $ 972,400 | ||||||
Common Stock | Modular Space Holdings, Inc | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock consideration (in shares) | 6,458,229 | ||||||
Sapphire Holding S.a. r.l. | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Percentage ownership | 9.00% | 10.00% | |||||
Impact of Acquisition | Modular Space Holdings, Inc | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Equity | $ 21,200 | ||||||
Class A Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 | |||||
Shares registered during period (in shares) | 10,373,102 | ||||||
Shares registered (in shares) | 61,865,946 | ||||||
Shares registed, subject to transfer (in shares) | 5,800,000 | ||||||
Class A Common Stock | Modular Space Holdings, Inc | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants exercise price (in USD per share) | $ 15.50 | ||||||
Class A Common Stock | Common Stock | Modular Space Holdings, Inc | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock consideration (in shares) | 6,458,229 | ||||||
Class A Common Stock | Sapphire Holding S.a. r.l. | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Percentage ownership | 48.90% |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 484,550 | $ 484,550 | |
Ending Balance | 730,709 | ||
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] | |||
Beginning balance | $ (49,497) | (49,497) | $ (56,928) |
Total other comprehensive loss | (82) | 8,914 | |
Reclassifications to accumulated deficit | (2,540) | ||
Ending Balance | $ (52,119) | $ (48,014) |
Equity - Non-Controlling Intere
Equity - Non-Controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | $ 484,550 | |||
Net loss attributable to non-controlling interest | $ (3,210) | $ 0 | (3,715) | $ 0 |
Issuance of common stock and contribution of proceeds to WSII | 139,119 | |||
Ending Balance | 730,709 | 730,709 | ||
Non-Controlling Interest | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 48,931 | |||
Net loss attributable to non-controlling interest | (3,715) | |||
Other comprehensive loss | (26) | |||
Issuance of common stock and contribution of proceeds to WSII | 7,574 | |||
Acquisition of ModSpace and the effect of the related financing transactions | 13,614 | |||
Ending Balance | $ 66,378 | $ 66,378 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax expense (benefit) | $ (6,507) | $ (7,632) | $ (13,572) | $ (17,770) | ||
Income Taxes [Line Items] | ||||||
Effective tax rate | 15.00% | 36.20% | 23.90% | 33.30% | ||
Discrete tax expense (benefit) | $ 600 | $ (5,300) | ||||
Discrete tax expense (benefit) from state legislative changes | $ (4,300) | (4,300) | ||||
Income tax benefit (expense) related to foreign currency gains (losses) | (100) | $ (1,600) | $ 300 | $ (4,800) | ||
Income tax benefit for adjustment in provisional amounts for impacts of the tax act | $ 600 | |||||
Scenario, Forecast | ||||||
Income Taxes [Line Items] | ||||||
Effective tax rate | 14.80% | |||||
Income tax expense for partial valuation allowance | $ 8,000 | |||||
Tax benefit from book over tax basis difference for subsidary | (2,300) | |||||
Permanent disallowance | 6,600 | |||||
Modular Space Holdings, Inc | Scenario, Forecast | ||||||
Income Taxes [Line Items] | ||||||
Permanent disallowance | $ 5,700 |
Fair Value Measures (Details)
Fair Value Measures (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | $ 1,614,945 | $ 588,010 |
Fair Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 1,671,860 | 620,410 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
US ABL Facility | Carrying Amount | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 830,573 | 297,323 |
US ABL Facility | Fair Value | Level 1 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
US ABL Facility | Fair Value | Level 2 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 857,500 | 310,000 |
US ABL Facility | Fair Value | Level 3 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Canadian ABL Facility | Carrying Amount | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Canadian ABL Facility | Fair Value | Level 1 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Canadian ABL Facility | Fair Value | Level 2 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,549 | 0 |
Canadian ABL Facility | Fair Value | Level 3 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2022 Senior Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 291,853 | 290,687 |
2022 Senior Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2022 Senior Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 310,416 | 310,410 |
2022 Senior Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2023 Senior Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 293,637 | 0 |
2023 Senior Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2023 Senior Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 298,185 | 0 |
2023 Senior Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2023 Senior Unsecured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 198,882 | 0 |
2023 Senior Unsecured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2023 Senior Unsecured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 204,210 | 0 |
2023 Senior Unsecured Notes | Fair Value | Level 3 | 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 | 9 Months Ended | ||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | $ 6,137 | $ 1,156 | $ 7,214 | $ 2,124 | ||||
Restructuring accrual | 3,448 | 2,490 | 3,448 | 2,490 | $ 967 | $ 227 | $ 2,130 | $ 1,793 |
Operating Segments | Modular - US | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 5,895 | 247 | 6,962 | 247 | ||||
Operating Segments | Modular - Other North America | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | 242 | 17 | 252 | 17 | ||||
Corporate | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring costs | $ 0 | $ 900 | $ 0 | $ 1,900 |
Restructuring - Summary of Acti
Restructuring - Summary of Activities in the Restructuring Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | $ 967 | $ 2,130 | $ 227 | $ 1,793 |
Charges during the period | 6,137 | 1,156 | 7,214 | 2,124 |
Cash payments during the period | (3,661) | (803) | (3,991) | (1,442) |
Effects of movements in foreign exchange rates | (5) | (7) | 2 | 15 |
Balance at end of period | $ 3,448 | $ 2,490 | $ 3,448 | $ 2,490 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($)shares | Sep. 30, 2018USD ($)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 | 0 | 589,257 |
Stock compensation expense | $ 1,050 | $ 2,225 |
Unrecognized compensation expense for options | $ 2,800 | $ 2,800 |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | shares | 0 | 27,675 |
Vesting period | 1 year | |
Stock compensation expense | $ 100 | $ 200 |
Unrecognized compensation expense for awards | $ 200 | $ 200 |
Unrecognized compensation expense, period for recognition | 6 months | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | shares | 0 | 921,730 |
Number of awards forfeited (in shares) | shares | 0 | 35,050 |
Vesting period | 4 years | |
Stock compensation expense | $ 800 | $ 1,600 |
Compensation expense for awards, associated tax benefits | 200 | 400 |
Unrecognized compensation expense for awards | 10,500 | $ 10,500 |
Unrecognized compensation expense, period for recognition | 3 years 6 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 | $ 400 |
Compensation expense for awards, associated tax benefits | $ 100 | $ 100 |
Unrecognized compensation expense, period for recognition | 3 years 6 months |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award Activity (Details) - Restricted Stock Awards | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | Sep. 30, 2018$ / sharesshares | |
Number of Options | ||
Beginning balance (in shares) | shares | 0 | |
Granted (in shares) | shares | 0 | 589,257 |
Exercised (in shares) | shares | 0 | |
Forfeited (in shares) | shares | 0 | |
Ending balance (in shares) | shares | 589,257 | 589,257 |
Fully vested and exercisable options, end of year (in shares) | shares | 0 | 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 | 13.60 |
Fully vested and exercisable options, end of year (in USD per share) | $ / shares | $ 0 | $ 0 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-Based Compensation by Arrangement (Details) - $ / shares | 9 Months Ended | |
Sep. 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 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 9 Months Ended |
Sep. 30, 2018segmentbusiness_line | |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Modular leasing | $ 141,660 | $ 75,320 | $ 340,171 | $ 217,261 |
Total Revenues | 218,924 | 116,162 | 494,008 | 325,560 |
Cost of leasing and services: | ||||
Modular leasing | 39,215 | 21,252 | 93,506 | 61,694 |
Depreciation of rental equipment | 35,534 | 19,009 | 82,849 | 53,203 |
Gross profit (loss) | 80,946 | 41,269 | 186,507 | 118,790 |
Adjusted EBITDA | 64,618 | 29,385 | 142,026 | 77,578 |
Other selected data: | ||||
Selling, general and administrative expense | 71,897 | 36,097 | 164,845 | 100,510 |
Other depreciation and amortization | 3,720 | 1,905 | 7,726 | 5,736 |
Capital expenditures for rental fleet | 46,742 | 25,508 | 111,505 | 75,810 |
Modular delivery and installation | ||||
Revenues: | ||||
Total Revenues | 46,777 | 24,627 | 104,440 | 66,580 |
Cost of leasing and services: | ||||
Modular delivery and installation | 42,390 | 23,932 | 98,038 | 64,404 |
New Units | ||||
Revenues: | ||||
Total Revenues | 20,920 | 9,609 | 33,584 | 24,491 |
Cost of leasing and services: | ||||
Cost of sales | 15,089 | 6,916 | 23,780 | 17,402 |
Rental Units | ||||
Revenues: | ||||
Total Revenues | 9,567 | 6,606 | 15,813 | 17,228 |
Cost of leasing and services: | ||||
Cost of sales | 5,750 | 3,784 | 9,328 | 10,067 |
Corporate & Other | ||||
Revenues: | ||||
Modular leasing | (155) | (450) | ||
Total Revenues | (239) | (534) | ||
Cost of leasing and services: | ||||
Modular leasing | 0 | 0 | ||
Depreciation of rental equipment | 0 | 0 | ||
Gross profit (loss) | (241) | (524) | ||
Adjusted EBITDA | (2,753) | (10,197) | ||
Other selected data: | ||||
Selling, general and administrative expense | 7,644 | 15,653 | ||
Other depreciation and amortization | 343 | 1,044 | ||
Capital expenditures for rental fleet | 0 | 0 | ||
Corporate & Other | Modular delivery and installation | ||||
Revenues: | ||||
Total Revenues | (3) | (3) | ||
Cost of leasing and services: | ||||
Modular delivery and installation | 0 | 0 | ||
Corporate & Other | New Units | ||||
Revenues: | ||||
Total Revenues | 0 | 0 | ||
Cost of leasing and services: | ||||
Cost of sales | 2 | (10) | ||
Corporate & Other | Rental Units | ||||
Revenues: | ||||
Total Revenues | (81) | (81) | ||
Cost of leasing and services: | ||||
Cost of sales | 0 | 0 | ||
Modular - US | Operating Segments | ||||
Revenues: | ||||
Modular leasing | 128,007 | 66,555 | 306,920 | 192,587 |
Total Revenues | 197,625 | 103,678 | 444,525 | 289,302 |
Cost of leasing and services: | ||||
Modular leasing | 36,204 | 19,000 | 85,766 | 55,713 |
Depreciation of rental equipment | 31,702 | 15,676 | 72,606 | 44,030 |
Gross profit (loss) | 73,007 | 37,766 | 169,556 | 107,535 |
Adjusted EBITDA | 58,454 | 29,177 | 129,170 | 79,189 |
Other selected data: | ||||
Selling, general and administrative expense | 66,102 | 24,337 | 150,248 | 72,464 |
Other depreciation and amortization | 3,403 | 1,298 | 6,962 | 3,937 |
Capital expenditures for rental fleet | 43,007 | 24,147 | 104,462 | 72,105 |
Modular - US | Operating Segments | Modular delivery and installation | ||||
Revenues: | ||||
Total Revenues | 41,830 | 22,127 | 93,190 | 60,451 |
Cost of leasing and services: | ||||
Modular delivery and installation | 37,782 | 21,545 | 87,032 | 58,612 |
Modular - US | Operating Segments | New Units | ||||
Revenues: | ||||
Total Revenues | 19,193 | 9,074 | 30,157 | 21,630 |
Cost of leasing and services: | ||||
Cost of sales | 13,905 | 6,487 | 21,347 | 15,172 |
Modular - US | Operating Segments | Rental Units | ||||
Revenues: | ||||
Total Revenues | 8,595 | 5,922 | 14,258 | 14,634 |
Cost of leasing and services: | ||||
Cost of sales | 5,025 | 3,204 | 8,218 | 8,240 |
Modular - Other North America | Operating Segments | ||||
Revenues: | ||||
Modular leasing | 13,653 | 8,920 | 33,251 | 25,124 |
Total Revenues | 21,299 | 12,723 | 49,483 | 36,792 |
Cost of leasing and services: | ||||
Modular leasing | 3,011 | 2,252 | 7,740 | 5,981 |
Depreciation of rental equipment | 3,832 | 3,333 | 10,243 | 9,173 |
Gross profit (loss) | 7,939 | 3,744 | 16,951 | 11,779 |
Adjusted EBITDA | 6,164 | 2,961 | 12,856 | 8,586 |
Other selected data: | ||||
Selling, general and administrative expense | 5,795 | 4,116 | 14,597 | 12,393 |
Other depreciation and amortization | 317 | 264 | 764 | 755 |
Capital expenditures for rental fleet | 3,735 | 1,361 | 7,043 | 3,705 |
Modular - Other North America | Operating Segments | Modular delivery and installation | ||||
Revenues: | ||||
Total Revenues | 4,947 | 2,503 | 11,250 | 6,132 |
Cost of leasing and services: | ||||
Modular delivery and installation | 4,608 | 2,387 | 11,006 | 5,792 |
Modular - Other North America | Operating Segments | New Units | ||||
Revenues: | ||||
Total Revenues | 1,727 | 535 | 3,427 | 2,861 |
Cost of leasing and services: | ||||
Cost of sales | 1,184 | 427 | 2,433 | 2,240 |
Modular - Other North America | Operating Segments | Rental Units | ||||
Revenues: | ||||
Total Revenues | 972 | 765 | 1,555 | 2,675 |
Cost of leasing and services: | ||||
Cost of sales | $ 725 | $ 580 | $ 1,110 | $ 1,827 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
(Loss) income from continuing operations before income tax | $ (43,236) | $ (21,067) | $ (56,757) | $ (53,325) |
Interest expense, net | 43,447 | 26,447 | 67,321 | 74,922 |
Depreciation and amortization | 39,254 | 20,914 | 90,575 | 58,939 |
Currency (gains) losses, net | (425) | (4,270) | 1,171 | (12,769) |
Restructuring costs | 6,137 | 1,156 | 7,214 | 2,124 |
Integration costs | 7,453 | 14,868 | ||
Stock compensation expense | 1,050 | 2,225 | ||
Transaction costs | 10,672 | 5,233 | 14,790 | 6,095 |
Other (income) expense | 266 | 972 | 619 | 1,592 |
Adjusted EBITDA | 64,618 | 29,385 | 142,026 | 77,578 |
Bridge financing fees | 20,500 | 20,500 | ||
Operating Segments | Modular - US | ||||
Segment Reporting Information [Line Items] | ||||
(Loss) income from continuing operations before income tax | (44,519) | (1,070) | (55,360) | (6,280) |
Interest expense, net | 42,831 | 16,790 | 65,654 | 48,302 |
Depreciation and amortization | 35,105 | 16,974 | 79,568 | 47,967 |
Currency (gains) losses, net | (112) | (3,834) | 159 | (11,233) |
Restructuring costs | 5,895 | 247 | 6,962 | 247 |
Integration costs | 7,443 | 14,858 | ||
Stock compensation expense | 1,050 | 2,225 | ||
Transaction costs | 10,490 | 69 | 14,539 | 115 |
Other (income) expense | 271 | 1 | 565 | 71 |
Adjusted EBITDA | 58,454 | 29,177 | 129,170 | 79,189 |
Operating Segments | Modular - Other North America | ||||
Segment Reporting Information [Line Items] | ||||
(Loss) income from continuing operations before income tax | 1,283 | (1,684) | (1,397) | (4,142) |
Interest expense, net | 616 | 1,134 | 1,667 | 3,350 |
Depreciation and amortization | 4,149 | 3,597 | 11,007 | 9,928 |
Currency (gains) losses, net | (313) | (104) | 1,012 | (585) |
Restructuring costs | 242 | 17 | 252 | 17 |
Integration costs | 10 | 10 | ||
Stock compensation expense | 0 | 0 | ||
Transaction costs | 182 | 0 | 251 | 0 |
Other (income) expense | (5) | 1 | 54 | 18 |
Adjusted EBITDA | $ 6,164 | 2,961 | $ 12,856 | 8,586 |
Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
(Loss) income from continuing operations before income tax | (18,313) | (42,903) | ||
Interest expense, net | 8,523 | 23,270 | ||
Depreciation and amortization | 343 | 1,044 | ||
Currency (gains) losses, net | (332) | (951) | ||
Restructuring costs | 892 | 1,860 | ||
Transaction costs | 5,164 | 5,980 | ||
Other (income) expense | 970 | 1,503 | ||
Adjusted EBITDA | $ (2,753) | $ (10,197) |
Income (Loss) Per Share - Narra
Income (Loss) Per Share - Narrative (Details) - shares | Jan. 19, 2018 | Nov. 29, 2017 | Sep. 30, 2018 | Sep. 30, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares released from 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 | 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 | 886,680 | ||
Restricted Stock 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) | 27,675 | 27,675 | ||
Warrants | ||||
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) | 44,750,000 | 44,750,000 | ||
Class A Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares placed in escrow (in shares) | 12,425,000 |
Related Parties - Related Party
Related Parties - Related Party Balances Included in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
Receivables due from affiliates | $ 66 | $ 2,863 |
Amounts due to affiliates | (1,465) | (1,235) |
Total related party liabilities, net | $ (1,399) | $ 1,628 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) | Nov. 29, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 22, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||
Receivables due from affiliates | $ 66,000 | $ 66,000 | $ 2,863,000 | |||||
Amounts due to affiliates | 1,465,000 | 1,465,000 | 1,235,000 | |||||
Affiliates | ||||||||
Related Party Transaction [Line Items] | ||||||||
Receivables due from affiliates | 200,000 | 200,000 | 2,900,000 | |||||
Purchases from affiliates | 1,200,000 | $ 500,000 | 3,000,000 | $ 1,000,000 | ||||
Affiliates | Algeco Global | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts due to affiliates | 500,000 | 500,000 | $ 1,200,000 | |||||
Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Professional fees to affiliates | $ 100,000 | $ 200,000 | $ 1,100,000 | $ 800,000 | ||||
Minimum | Affiliates | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreement term | 6 months | |||||||
Maximum | Affiliates | ||||||||
Related Party Transaction [Line Items] | ||||||||
Agreement term | 3 years | |||||||
Sapphire Holding S.a. r.l. | Margin Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt, face amount | $ 125,000,000 | |||||||
Class A Common Stock | Sapphire Holding S.a. r.l. | Margin Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares pledged for collateral (in shares) | 49,041,906 | 49,041,906 | ||||||
Sapphire Holding S.a. r.l. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage ownership | 9.00% | 9.00% | 10.00% | |||||
Sapphire Holding S.a. r.l. | Class A Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage ownership | 48.90% | 48.90% |
Related Parties - Related Par_2
Related Parties - Related Party Transactions in Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Leasing revenue from related parties | $ (104) | $ 0 | $ (629) | $ 0 |
Management fees and recharge income on transactions with affiliates | 0 | (1,693) | 0 | (1,542) |
Interest income on notes due from affiliates | 0 | (3,659) | 0 | (9,752) |
Interest expense on notes due to affiliates | 0 | 17,191 | 0 | 47,918 |
Total related party (income) expense, net | (1,652) | 13,166 | (2,177) | 37,951 |
Rental Units | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | (1,548) | 0 | (1,548) | 0 |
Remote accommodations | ||||
Related Party Transaction [Line Items] | ||||
Remote accommodations revenue and costs, net from affiliates | $ 0 | $ 1,327 | $ 0 | $ 1,327 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Nov. 08, 2018 | Nov. 07, 2018 | Nov. 06, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Warrants, Not Issued in Connection with Acquisition of Modular Space Holdings | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price (in USD per share) | $ 5.75 | ||||
Number of shares called by each warrant (in shares) | 0.1818 | 0.5 | |||
Warrants, Issued in Connection with Acquisition of Modular Space Holdings | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price (in USD per share) | $ 15.50 | ||||
Interest Rate Swap | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Notational amount | $ 400,000,000 | ||||
Fixed interest rate | 3.06% | ||||
Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 | |||
Class A Common Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock par value (in USD per share) | $ 0.0001 |