Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-37552 | |
Entity Registrant Name | WILLSCOT CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3430194 | |
Entity Address, Address Line One | 901 S. Bond Street | |
Entity Address, Address Line Two | #600 | |
Entity Address, City or Town | Baltimore | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21231 | |
City Area Code | 410 | |
Local Phone Number | 931-6000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | WSC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001647088 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 108,751,354 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,024,419 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 3,951 | $ 8,958 |
Trade receivables, net of allowances for doubtful accounts at September 30, 2019 and December 31, 2018 of $15,113 and $9,340, respectively | 250,488 | 206,502 |
Inventories | 15,956 | 16,218 |
Prepaid expenses and other current assets | 24,684 | 21,828 |
Assets held for sale | 9,155 | 2,841 |
Total current assets | 304,234 | 256,347 |
Rental equipment, net | 1,952,829 | 1,929,290 |
Property, plant and equipment, net | 186,956 | 183,750 |
Goodwill | 234,597 | 247,017 |
Intangible assets, net | 128,103 | 131,801 |
Other non-current assets | 4,641 | 4,280 |
Total long-term assets | 2,507,126 | 2,496,138 |
Total assets | 2,811,360 | 2,752,485 |
Liabilities and equity | ||
Accounts payable | 101,532 | 90,353 |
Accrued liabilities | 96,395 | 84,696 |
Accrued interest | 13,386 | 20,237 |
Deferred revenue and customer deposits | 87,702 | 71,778 |
Current portion of long-term debt | 2,025 | 1,959 |
Total current liabilities | 301,040 | 269,023 |
Long-term debt | 1,710,160 | 1,674,540 |
Deferred tax liabilities | 67,583 | 67,384 |
Deferred revenue and customer deposits | 11,265 | 7,723 |
Other non-current liabilities | 37,373 | 31,618 |
Long-term liabilities | 1,826,381 | 1,781,265 |
Total liabilities | 2,127,421 | 2,050,288 |
Commitments and contingencies (see Note 15) | ||
Additional paid-in-capital | 2,394,091 | 2,389,548 |
Accumulated other comprehensive loss | (68,908) | (68,026) |
Accumulated deficit | (1,703,699) | (1,683,319) |
Total shareholders' equity | 621,496 | 638,215 |
Non-controlling interest | 62,443 | 63,982 |
Total equity | 683,939 | 702,197 |
Total liabilities and equity | 2,811,360 | 2,752,485 |
Class A Common Stock | ||
Liabilities and equity | ||
Common stock | 11 | 11 |
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, 2019 | Dec. 31, 2018 |
Trade receivables, net of allowance | $ 15,113 | $ 9,340 |
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) | 108,751,354 | 108,508,997 |
Common stock outstanding (in shares) | 108,751,354 | 108,508,997 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Modular leasing | $ 191,294 | $ 141,660 | $ 557,025 | $ 340,171 |
Revenue | 272,340 | 218,924 | 793,473 | 494,008 |
Costs: | ||||
Modular leasing | 58,168 | 39,215 | 160,476 | 93,506 |
Depreciation of rental equipment | 43,869 | 35,534 | 128,940 | 82,849 |
Gross profit | 103,426 | 80,946 | 311,976 | 186,507 |
Expenses: | ||||
Selling, general and administrative | 68,159 | 71,897 | 213,267 | 164,845 |
Other depreciation and amortization | 3,707 | 3,720 | 9,878 | 7,726 |
Impairment losses on long-lived assets | 0 | 0 | 5,076 | 0 |
Restructuring costs | 1,980 | 6,137 | 9,083 | 7,214 |
Currency losses (gains), net | 234 | (425) | (436) | 1,171 |
Other income, net | (1,053) | (594) | (3,293) | (5,013) |
Operating income | 30,399 | 211 | 78,401 | 10,564 |
Interest expense | 30,857 | 43,447 | 95,353 | 67,321 |
Loss on extinguishment of debt | 0 | 0 | 7,244 | 0 |
Loss from operations before income tax | (458) | (43,236) | (24,196) | (56,757) |
Income tax benefit | (1,220) | (6,507) | (2,022) | (13,572) |
Net income (loss) | 762 | (36,729) | (22,174) | (43,185) |
Net income (loss) attributable to non-controlling interest, net of tax | 273 | (3,210) | (1,449) | (3,715) |
Net income (loss) attributable to WillScot | $ 489 | $ (33,519) | $ (20,725) | $ (39,470) |
Net income (loss) per share attributable to WillScot- basic (in USD per share) | $ 0 | $ (0.37) | $ (0.19) | $ (0.48) |
Net income (loss) per share attributable to WillScot - diluted (in USD per share) | $ 0 | $ (0.37) | $ (0.19) | $ (0.48) |
Weighted average shares - basic (in shares) | 108,720,857 | 90,726,920 | 108,646,741 | 82,165,909 |
Weighted average shares - diluted (in shares) | 112,043,866 | 90,726,920 | 108,646,741 | 82,165,909 |
Modular delivery and installation | ||||
Revenues: | ||||
Revenue | $ 61,883 | $ 46,777 | $ 168,643 | $ 104,440 |
Costs: | ||||
Cost of sales | 54,364 | 42,390 | 146,175 | 98,038 |
New units | ||||
Revenues: | ||||
Revenue | 11,536 | 20,920 | 38,064 | 33,584 |
Costs: | ||||
Cost of sales | 7,421 | 15,089 | 26,298 | 23,780 |
Rental units | ||||
Revenues: | ||||
Revenue | 7,627 | 9,567 | 29,741 | 15,813 |
Costs: | ||||
Cost of sales | $ 5,092 | $ 5,750 | $ 19,608 | $ 9,328 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 762 | $ (36,729) | $ (22,174) | $ (43,185) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment, net of income tax expense (benefit) of $0, $80, $0 and $(161) for the three and nine months ended September 30, 2019 and 2018, respectively | (2,799) | 2,298 | 5,616 | (82) |
Net loss on derivatives, net of income tax benefit of $153, $0, $2,016, and $0 for the three and nine months ended September 30, 2019 and 2018, respectively | (500) | 0 | (6,588) | 0 |
Comprehensive loss | (2,537) | (34,431) | (23,146) | (43,267) |
Comprehensive loss attributable to non-controlling interest | (28) | (2,967) | (1,539) | (3,741) |
Total comprehensive loss attributable to WillScot | $ (2,509) | $ (31,464) | $ (21,607) | $ (39,526) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, income tax expense (benefit) | $ 0 | $ 0 | $ 80 | $ (161) |
Net losses on derivatives, tax benefit | $ 153 | $ 2,016 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Shareholders' Equity | Non-Controlling Interest | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
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 | 84,645,000 | 8,024,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | (6,835) | (6,187) | (6,187) | (648) | ||||||
Other comprehensive income (loss) | 263 | 239 | 239 | 24 | ||||||
Adoption of ASU 2018-02 | 0 | (2,540) | 2,540 | |||||||
Stock-based compensation | 121 | 121 | 121 | |||||||
Ending Balance at Mar. 31, 2018 | 478,099 | 2,122,047 | (51,798) | (1,640,466) | 429,792 | 48,307 | $ 8 | $ 1 | ||
Ending balance (in shares) at Mar. 31, 2018 | 84,645,000 | 8,024,000 | ||||||||
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 | 84,645,000 | 8,024,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | (43,185) | |||||||||
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 | 100,303,000 | 8,024,000 | ||||||||
Beginning balance at Mar. 31, 2018 | 478,099 | 2,122,047 | (51,798) | (1,640,466) | 429,792 | 48,307 | $ 8 | $ 1 | ||
Beginning balance (in shares) at Mar. 31, 2018 | 84,645,000 | 8,024,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 379 | 236 | 236 | 143 | ||||||
Other comprehensive income (loss) | (2,912) | (2,619) | (2,619) | (293) | ||||||
Stock-based compensation | 1,054 | 1,054 | 1,054 | |||||||
Ending Balance at Jun. 30, 2018 | 476,620 | 2,123,101 | (54,417) | (1,640,230) | 428,463 | 48,157 | $ 8 | $ 1 | ||
Ending balance (in shares) at Jun. 30, 2018 | 84,645,000 | 8,024,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | (36,729) | (33,519) | (33,519) | (3,210) | ||||||
Other comprehensive income (loss) | 2,541 | 2,298 | 2,298 | 243 | ||||||
Stock-based compensation | 1,050 | 1,050 | 1,050 | |||||||
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 related financing transactions including stock and warrants | 148,108 | 134,493 | 134,494 | 13,614 | $ 1 | |||||
Acquisition of ModSpace and the related financing transactions including stock and warrants (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 | 100,303,000 | 8,024,000 | ||||||||
Beginning balance at Dec. 31, 2018 | 702,197 | 2,389,548 | (68,026) | (1,683,319) | 638,215 | 63,982 | $ 11 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2018 | 108,508,997 | 108,509,000 | 8,024,419 | 8,024,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | (11,161) | (10,301) | (10,301) | (860) | ||||||
Other comprehensive income (loss) | 1,914 | 1,748 | 1,748 | 166 | ||||||
Stock-based compensation | 636 | 636 | 636 | |||||||
Stock-based compensation (in shares) | 184,000 | |||||||||
Ending Balance at Mar. 31, 2019 | 693,931 | 2,390,184 | (66,278) | (1,693,275) | 630,643 | 63,288 | $ 11 | $ 1 | ||
Ending balance (in shares) at Mar. 31, 2019 | 108,693,000 | 8,024,000 | ||||||||
Beginning balance at Dec. 31, 2018 | 702,197 | 2,389,548 | (68,026) | (1,683,319) | 638,215 | 63,982 | $ 11 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2018 | 108,508,997 | 108,509,000 | 8,024,419 | 8,024,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | $ (22,174) | |||||||||
Issuance of common stock from exercise of options (in shares) | 13,767 | |||||||||
Stock-based compensation (in shares) | 242,357 | |||||||||
Ending Balance at Sep. 30, 2019 | $ 683,939 | 2,394,091 | (68,908) | (1,703,699) | 621,496 | 62,443 | $ 11 | $ 1 | ||
Ending balance (in shares) at Sep. 30, 2019 | 108,751,354 | 108,751,000 | 8,024,419 | 8,024,000 | ||||||
Beginning balance at Mar. 31, 2019 | 693,931 | 2,390,184 | (66,278) | (1,693,275) | 630,643 | 63,288 | $ 11 | $ 1 | ||
Beginning balance (in shares) at Mar. 31, 2019 | 108,693,000 | 8,024,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | (11,775) | (10,913) | (10,913) | (862) | ||||||
Other comprehensive income (loss) | 413 | 368 | 368 | 45 | ||||||
Stock-based compensation | 1,901 | 1,901 | 1,901 | |||||||
Stock-based compensation (in shares) | 6,000 | |||||||||
Ending Balance at Jun. 30, 2019 | 684,470 | 2,392,085 | (65,910) | (1,704,188) | 621,999 | 62,471 | $ 11 | $ 1 | ||
Ending balance (in shares) at Jun. 30, 2019 | 108,699,000 | 8,024,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 762 | 489 | 489 | 273 | ||||||
Other comprehensive income (loss) | (3,299) | (2,998) | (2,998) | (301) | ||||||
Issuance of common stock from the exercise of options | 194 | 194 | 194 | |||||||
Issuance of common stock from exercise of options (in shares) | 14,000 | |||||||||
Stock-based compensation | 1,812 | 1,812 | 1,812 | |||||||
Stock-based compensation (in shares) | 38,000 | |||||||||
Ending Balance at Sep. 30, 2019 | $ 683,939 | $ 2,394,091 | $ (68,908) | $ (1,703,699) | $ 621,496 | $ 62,443 | $ 11 | $ 1 | ||
Ending balance (in shares) at Sep. 30, 2019 | 108,751,354 | 108,751,000 | 8,024,419 | 8,024,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities: | ||
Net income (loss) | $ (22,174) | $ (43,185) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 140,712 | 91,587 |
Provision for doubtful accounts | 11,817 | 5,436 |
Impairment losses on long-lived assets | 5,076 | 0 |
Gain on sale of rental equipment and other property, plant and equipment | (8,553) | (11,194) |
Amortization of debt discounts and debt issuance costs | 8,732 | 4,801 |
Loss on extinguishment of debt | 7,244 | 0 |
Stock-based compensation expense | 5,003 | 2,225 |
Deferred income tax benefit | (2,456) | (14,340) |
Unrealized currency (gains) losses | (427) | 773 |
Changes in operating assets and liabilities, net of effect of businesses acquired: | ||
Trade receivables | (64,385) | (26,229) |
Inventories | 284 | (553) |
Prepaid and other assets | (1,734) | 173 |
Accrued interest | (6,851) | 12,902 |
Accounts payable and other accrued liabilities | 7,324 | (11,969) |
Deferred revenue and customer deposits | 19,464 | 5,153 |
Net cash provided by operating activities | 99,076 | 15,580 |
Investing activities: | ||
Proceeds from sale of rental equipment | 31,504 | 21,593 |
Purchase of rental equipment and refurbishments | (160,877) | (111,505) |
Proceeds from the sale of property, plant and equipment | 13,199 | 681 |
Purchase of property, plant and equipment | (6,600) | (3,091) |
Net cash used in investing activities | (122,774) | (1,176,468) |
Financing activities: | ||
Receipts from issuance of common stock | 194 | 147,200 |
Receipts from borrowings | 489,207 | 1,184,601 |
Payment of financing costs | (2,623) | (34,770) |
Repayment of borrowings | (461,162) | (135,537) |
Principal payments on capital lease obligations | (83) | (88) |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (654) | 0 |
Payment of make-whole premium on Unsecured Notes redemption | (6,252) | 0 |
Net cash provided by financing activities | 18,627 | 1,161,406 |
Effect of exchange rate changes on cash and cash equivalents | 64 | 68 |
Net change in cash and cash equivalents | (5,007) | 586 |
Cash and cash equivalents at the beginning of the period | 8,958 | 9,185 |
Cash and cash equivalents at the end of the period | 3,951 | 9,771 |
Supplemental cash flow information: | ||
Interest paid | 94,908 | 28,721 |
Income taxes paid, net | 547 | 2,339 |
Capital expenditures accrued or payable | 26,444 | 17,478 |
Modular Space Holdings, Inc | ||
Investing activities: | ||
Acquisition of a business | 0 | (1,060,140) |
Tyson Onsite | ||
Investing activities: | ||
Acquisition of a business | $ 0 | $ (24,006) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
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 own s 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. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on 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, the results of operations and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2019 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, 2018 . Principles of Consolidation The unaudited 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. 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 it is required to comply with such standards. WillScot will be deemed to be a large accelerated filer, and cease to qualify as an EGC, as of December 31, 2019. Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326) , which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to these financial assets should be recorded through an allowance for credit losses. The new standard is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company continues to evaluate the impacts of adopting the standard on the financial statements and will adopt the standard effective January 1, 2020. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASC 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 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for non-public entities for fi scal years beginning after December 15, 2019 and interim periods within those annual periods using a modified retrospective transition approach. 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 will adopt the new standard in the fourth quarter of 2019 with a retroactive adoption to January 1, 2019. The Company plans to take advantage of the transition package of practical expedients permitted within ASC 842 which allows the Company not to reassess (i) whether any expired or existing lease contracts are or contain leases, (ii) the historical lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. Upon adoption, the Company currently expects to record ROU assets between $135.0 million and $145.0 million, and operating lease liabilities between $135.0 million and $145.0 million, as of January 1, 2019, primarily related to its real estate and equipment leases. In connection with the adoption of ASC 842, the Company will also reverse the previous accounting for certain sale-leaseback transactions (as discussed in Note 8), and reduce property, plant and equipment by $31.0 million, reduce outstanding debt by $36.0 million and increase January 1, 2019 equity by $5.0 million. Additionally, as discussed in Note 3, the Company's equipment rental revenues will be accounted for under the current lease accounting standard, ASC 840, until the adoption of the new lease accounting standard ASC 842. There may be changes in the timing of recognition under the new standard, but the Company does not anticipate a significant change to modular leasing revenue at adoption. |
Acquisitions and Assets Held fo
Acquisitions and Assets Held for Sale | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Assets Held for Sale | Acquisitions and Assets Held for Sale ModSpace Acquisition On August 15, 2018, the Company acquired Modular Space Holdings, Inc. ("ModSpace"), a privately-owned national 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. Purchase Price 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 "2018 Warrants") with a fair market value of $52.3 million, and (iv) a working capital adjustment of $4.7 million. The acquisition was funded by the net proceeds of WillScot's issuance of 9,200,000 shares of Class A common stock, 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 8), and borrowings under the ABL Facility (see Note 8). As of the date of acquisition, August 15, 2018, the fair market values of the Stock Consideration and 2018 Warrants were $14.83 per share and $5.23 per warrant, respectively, with the warrant values determined using a Black-Scholes valuation model. The fair market value of the Class A shares was determined utilizing the $15.78 per share closing price of the Company's shares on August 15, 2018, discounted by 6.0%, to reflect a lack of marketability based on the lock-up restrictions contemplated by the merger agreement. The estimated fair values of the Stock Consideration and 2018 Warrants are Level 3 fair value measurements. The fair value of each share and warrant was estimated using the Black-Scholes model with the following assumptions: expected dividend yield, expected stock price volatility, weighted average risk-free interest rate, the average expected term of the lock up period on the shares, and the weighted average expected term of the warrants. The volatility assumption used in the Black-Scholes 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, and over a time period equivalent to the lock-up restriction (for the shares) and the warrant term. 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. The following table summarizes the key inputs utilized to determine the fair value of the Stock Consideration and 2018 Warrants included within the purchase price of ModSpace. Stock Consideration fair value inputs 2018 Warrants fair value inputs Expected volatility 28.6 % 35.0 % Risk-free rate of interest 2.2 % 2.7 % Dividend yield — % — % Expected life (years) 0.5 4.3 Opening Balance Sheet The purchase price of ModSpace was assigned to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition, August 15, 2018. The Company estimated the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, contributory asset charges, and estimates made by management. The Company completed the fi nal assignment of the fair value of the ModSpace acquisition, including the final assignment of goodwill to the Company's reporting units as of August 15, 2019. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date, August 15, 2018 and the adjustments made to these balances during the period ended September 30, 2019. (in thousands) December 31, 2018 Adjustments August 15, 2019 Trade receivables, net (a) $ 81,320 $ (8,175) $ 73,145 Prepaid expenses and other current assets 17,342 965 18,307 Inventories 4,757 — 4,757 Rental equipment 853,986 (1,210) 852,776 Property, plant and equipment (b) 110,413 27,248 137,661 Intangible assets: Favorable leases (c) 3,976 — 3,976 Trade name (c) 3,000 — 3,000 Deferred tax assets, net 1,855 (1,855) — Total identifiable assets acquired $ 1,076,649 $ 16,973 $ 1,093,622 Accrued liabilities $ 31,551 $ 1,936 $ 33,487 Accounts payable 37,678 421 38,099 Deferred revenue and customer deposits 15,938 — 15,938 Deferred tax liabilities — 1,154 1,154 Total liabilities assumed $ 85,167 $ 3,511 $ 88,678 Total goodwill (d) $ 215,764 $ (13,462) $ 202,302 (a) As of the acquisition date, the fair value of accounts recei vable was $73.1 million and the gross contractual amount was $89.0 million. The Company analyzed information available at the time of acquisition in estimating uncollectible receivables and the fair value of remaining receivables. The Company's analysis, as of the acquisition date, included an assessment of the risk of collectability of receivables by analyzing historical payment trends, the status of collection efforts, and any other pertinent customer specific information that existed as of the acquisition date. (b) Upon completion of the valuation analysis, the Company recorded a net increase in property, plant and equipment of $27.2 million related to the finalization of our acquired land valuations. The fair value of acquired land was determined using valuations from third party specialists which were based on sales prices for comparable assets at the date of acquisition. (c) The trade name has an estimated usef ul life of 3 years. The favorable lease assets have an estimated useful life equivalent to the term of the lease. (d) 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 presented on the balance sheet is not deductible for income tax purposes. The goodwill is assigned to the Modular – US and Modular – Other North America segments, defined in Note 16, in the am oun ts of $171.3 million and $31.0 million, respectively. Pro Forma Information The pro forma information below has been prepared using the purchase method of accounting, giving effect to the ModSpace acquisition as if it had been completed on January 1, 2018. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and also does not reflect additional revenue opportunities following the acquisition. The tables below present unaudited pro forma consolidated statements of operations information as if ModSpace had been included in the Company’s consolidated results for the nine months ended September 30, 2018: (in thousands) Nine Months Ended September 30, 2018 WillScot revenues $ 494,008 ModSpace revenues 312,609 Pro forma revenues $ 806,617 WillScot loss from operations before income tax $ (56,757) ModSpace loss from operations before income tax (7,456) Loss from operations before income tax before pro forma adjustments (64,213) Pro forma adjustments to combined loss from operations before income tax: Impact of fair value adjustments/useful life changes on depreciation (a) (10,331) Intangible asset amortization (b) (750) Interest expense (c) (49,467) Elimination of ModSpace interest (d) 20,279 Pro forma loss from operations before income tax (e) (104,482) Income tax benefit (f) (24,971) Pro forma net loss $ (79,511) (a) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value adjustments of equipment acquired in the ModSpace acquisition. The useful lives assigned did not change significantly from the useful lives used by ModSpace. (b) Amortization of the trade name acquired in ModSpace acquisition. (c) In connection with the ModSpace acquisition, the Company drew an incremental $419.0 million on the ABL Facility, as defined in Note 8, and issued $300.0 million of secured notes and $200.0 million of unsecured notes. 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. (d) Interest on ModSpace h istorical debt was eliminated. (e) Pro forma loss from operations before income tax includes $7.2 million of restructuring expense, $14.9 million of integration costs, and $14.8 million of transaction costs incurred by WillScot for the nine months ended September 30, 2018. Additionally, pro forma loss from operations before income tax for the nine months ended September 30, 2018 also includes $20.5 million of interest expense associated with bridge financing fees incurred in connection with the acquisition of ModSpace. (f) The pro forma tax rate applied to the ModSpace loss from operations before income tax is the same as the WillScot effective rate for the period. Transaction and Integration Costs The Company incurred $5.5 million and $23.9 million in integration costs within selling, general and administrative ("SG&A") expenses for the three and nine months ended September 30, 2019 , respectively, related to the ModSpace acquisition. The Company incurred $7.5 million and $14.9 million in integration costs for the three and nine months ended September 30, 2018, respectively, related to the acquisitions of ModSpace, Acton Mobile Holdings LLC (“Acton”) and Onsite Space LLC (d/b/a Tyson Onsite (“Tyson”)). The Company incurred $10.7 million and $14.8 million in tr ansaction costs for both the three and nine months ended September 30, 2018 related to the ModSpace acquisition. Assets Held for Sale In connection with the integration of ModSpace, during the nine months ended September 30, 2019 , the Company reclassified eight branch facilities from property, plant and equipment to held for sale, in addition to the three held for sale properties that were recognized at December 31, 2018. During the nine months ended September 30, 2019 , an impairment of $2.6 million was recorded related to these properties, and seven of these properties were sold for net cash proceeds of $12.9 million. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Adoption of ASU 2014-09 On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606") as well as subsequent updates using the modified retrospective method applied to those contracts that were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under the guidance required by ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under ASC 605, Revenue Recognition ("ASC 605"). The implementation of ASC 606 did not have a material impact on the Company’s financial results for the period ending September 30, 2019. Revenue Recognition Policy A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Modular Leasing and Services Revenue The majority of revenue (69% for both the three and nine months ended September 30, 2019 , and 63% and 67% for the three and nine months ended September 30, 2018, respectively ) is generated by rental income subject to the guidance of ASC 840. The remaining revenue for 2019 and 2018 is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606 or ASC 605. Leasing Revenue (ASC 840) Income from operating leases is recognized on a straight-line basis over the lease term. The Company's lease arrangements typically include multiple lease and non-lease components. Examples of lease components include, but are not limited to, the lease of modular space or portable storage units, and examples of non-lease components include, but are not limited to, the delivery, installation, maintenance, and removal services commonly provided in a bundled transaction with the lease components. Arrangement consideration is allocated between lease deliverables and non-lease components based on the relative estimated selling (leasing) price of each deliverable. Estimated selling (leasing) price of the lease deliverables is based upon the estimated stand-alone selling price of the related performance obligations using an adjusted market approach. When leases and services are billed in advance, recognition of revenue is deferred until services are rendered. If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date is recognized as incremental revenue upon return. Rental equipment is leased primarily under operating leases and, from time to time, under sales-type lease arrangements. Operating lease minimum contractual terms generally range from 1 month to 60 months and averaged approximately 10 months across the Company's rental fleet for the nine months ended September 30, 2019 . Services Revenue (ASC 606) The Company generally has three non-lease service-related performance obligations in its contracts with customers: • Delivery and installation of the modular or portable storage unit; • Maintenance and other ad hoc services performed during the lease term; and • Removal services that occur at the end of the lease term. Consideration is allocated to each of these performance obligations within the contract based upon their estimated relative standalone selling prices using the estimated cost plus margin approach. Revenue from these activities is recognized as the services are performed. Sales Revenue (ASC 606) Sales revenue is generated by the sale of new and used units. Revenue from the sale of new and used units is generally recognized at a point in time upon the transfer of control to the customer, which occurs when the unit is delivered and installed in accordance with the contract. Sales transactions constitute a single performance obligation. Revenue Disaggregation Geographic Areas The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2019: Three Months Ended Nine Months Ended (in thousands) 2019 2018 2019 2018 US $ 249,108 $ 199,771 $ 722,322 $ 450,874 Canada 19,309 14,351 58,982 31,196 Mexico 3,923 4,802 12,169 11,938 Total revenues $ 272,340 $ 218,924 $ 793,473 $ 494,008 Major Product and Service Lines Rental equipment leasing is the Company’s core business, which significantly impacts the nature, timing, and uncertainty of the Company’s revenue and cash flows. This includes rental of both modular space and portable storage units along with value added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, and other items used by customers in connection with the Company's products. Rental equipment leasing is complemented by new product sales and sales of rental units. In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance and ad hoc services, and removal services at the end of lease transactions. The Company’s revenue by major product and service line for the three and nine months ended September 30 was as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands) Total Total Total Total Modular space leasing revenue $ 131,555 $ 98,793 $ 384,580 $ 235,652 Portable storage leasing revenue 6,033 5,402 18,295 15,169 VAPS (a) 40,944 28,469 118,005 68,478 Other leasing-related revenue (b) 12,762 8,996 36,145 20,872 Modular leasing revenue 191,294 141,660 557,025 340,171 Modular delivery and installation revenue 61,883 46,777 168,643 104,440 Total leasing and services revenue 253,177 188,437 725,668 444,611 Sale of new units 11,536 20,920 38,064 33,584 Sale of rental units 7,627 9,567 29,741 15,813 Total revenues $ 272,340 $ 218,924 $ 793,473 $ 494,008 (a) Includes $4.0 million and $3.0 million of VAPS service revenue for the three months ended September 30, 2019 and 2018, respectively, and $11.9 million and $7.9 million of VAPS service revenue for the nine months ended September 30, 2019 and 2018, respectively. (b) Primarily damage billings, delinquent payment charges, and other processing fees. Receivables, Contract Assets and Liabilities As reflected above, approximately 69% of the Company's rental revenue is accounted for under ASC 840 for both the three and nine months ended September 30, 2019. The customers that are responsible for the remaining revenue that is accounted for under ASC 606 (and ASC 605 prior to 2019) are generally the same customers that rent the Company's equipment. The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 606 and ASC 840, the discussions below on credit risk and the Company's allowance for doubtful accounts address the Company's total revenues. Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets. The Company's top five customers with the largest open receivables balances represented 2.4% of the total receivables balance as of September 30, 2019. The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures. The Company's allowance for doubtful accounts reflects its estimate of the amount of receivables that it will be unable to collect based on specific customer risk and historical write-off experience. The Company's estimates reflect changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease its allowance. During the three and nine months ended September 30, 2019 , the Company recognized bad debt expenses of $5.5 million and $11.8 million, respectively, within SG&A in its condensed consolidated statements of income, which included amounts written-off and changes in its allowances for doubtful accounts. During the three and nine months ended September 30, 2018, the Company recognized bad debt expenses of $3.1 million and $5.4 million, respectively. When customers are billed in advance, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. As of January 1, 2019, the Company had approximately $32.1 million of deferred revenue that relates to removal services for lease transactions and advance billings for sale transactions, which are within the scope of ASC 606. As of September 30, 2019, the Company had approximately $46.3 million of deferred revenue relating to these services which are included in deferred revenue and customer deposits in the condensed consolidated balance sheets. During the nine months ended September 30, 2019, $8.2 million of previously deferred revenue relating to removal services for lease transactions and advance billings for sale transactions was recognized as revenue. The Company does not have material contract assets and it did not recognize any material impairments of any contract assets. The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues that are expected to be recognized within twelve months, the Company has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the costs ultimately incurred to provide those services and therefore the Company is applying the optional exemption to omit disclosure of such amounts. The primary costs to obtain contracts with the Company's customers are commissions. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and will expense commissions as incurred. Other Matters The Company's ASC 606 revenues do not include material amounts of variable consideration, other than the variability noted for services arrangements expected to be performed beyond a twelve month period. The Company's payment terms vary by the type and location of its customer and the product or services offered. The time between invoicing and when payment is due is not significant. While the Company may bill certain customers in advance, its contracts do not contain a significant financing component based on the short length of time between upfront billings and the performance of contracted services. For certain products, services, or customer types, the Company requires payment before the products or services are delivered to the customer. Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at the respective balance sheet dates consisted of the following: (in thousands) September 30, 2019 December 31, 2018 Raw materials and consumables $ 15,956 $ 16,022 Work in process — 196 Total inventories $ 15,956 $ 16,218 |
Rental Equipment, net
Rental Equipment, net | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Modular units and portable storage $ 2,430,505 $ 2,333,776 Value added products 115,762 90,526 Total rental equipment 2,546,267 2,424,302 Less: accumulated depreciation (593,438) (495,012) Rental equipment, net $ 1,952,829 $ 1,929,290 During the three and nine months ended September 30, 2019, the Company r eceived $1.3 million and $2.4 million, respectively, in insurance proceeds related to assets damaged during Hurricane Harvey and Hurricane Irma. The insurance proceeds exceeded the book value of damaged assets, and the Company recorded gains of $0.4 million and $2.3 million which are reflected in other income, net, on the condensed consolidated statements of operations for three and nine months ended September 30, 2019, respectively. 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 recorded gains of $0.0 million and $4.8 million which are reflected in other income, net, on the condensed consolidated statements of operations for three and nine months ended September 30, 2018, respectively. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Modular – US Modular – Other North America Total Balance at January 1, 2018 $ 28,609 $ — $ 28,609 Acquisition of a business 183,711 35,128 218,839 Changes to preliminary purchase price accounting 944 — 944 Foreign currency translation — (1,375) (1,375) Balance at December 31, 2018 213,264 33,753 247,017 Changes to preliminary purchase price accounting (9,331) (4,069) (13,400) Foreign currency translation — 980 980 Balance at September 30, 2019 $ 203,933 $ 30,664 $ 234,597 As d escribed in Note 2, the Company acquired ModSpace in August 2018. The acquisition of ModSpace resulted in the recognition of $171.3 million and $31.0 million of goodwill in the Modular - US segment and Modular - Other North America segments, as defined in Note 16. Impairment Indicator Analysis The Company had no goodwill impairment during the nine months ended September 30, 2019 and there were no indicators of impairment as of September 30, 2019. There were indicators of impairment as of December 31, 2018, as detailed below. In December 2018, there was a significant decline in the debt and equity capital markets, including the Company’s stock price, which constituted an indicator of potential impairment in management's judgment. As a result, the Company performed an interim goodwill impairment test as of December 31, 2018. The interim impairment analysis determined that there was no impairment of goodwill for either the US or Canadian reporting units as of December 31, 2018. As of December 31, 2018, the US reporting unit continued to have a fair value in excess of carrying value of over 100%. The Canadian reporting unit was determined to have a fair value in excess of carrying value of less than 1% as of December 31, 2018. The fair value of the reporting units at December 31, 2018 was determined based on the income approach, which requires management to make certain estimates and judgments for estimates of economic and market information in the discounted cash flow analyses. There are inherent uncertainties and judgments involved when determining the fair value of the reporting units because the success of the reporting unit depends on the achievement of key assumptions developed by management including, but not limited to (i) achieving revenue growth through pricing, increased units on rent, increased penetration of VAPS, and other commercial strategies, (ii) efficient management of the Company's operations and the Company's fleet through maintenance and capital investment, and (iii) achieving margin expectations, including integration synergies with acquired companies. In addition, some of the estimates and assumptions used in determining fair value of the reporting units utilize inputs that are outside the control of management and are dependent on market and economic conditions, such as the discount rate, foreign currency rates, and growth rates. These assumptions are inherently uncertain and deterioration of market and economic conditions would adversely impact the Company's ability to meet its projected results and would affect the fair value of the reporting units. Of the key assumptions that impact the goodwill impairment test, the expected future cash flows, discount rate and foreign exchange rates are among the most sensitive and are considered to be critical assumptions. If any one of the above inputs changes, it could reduce or increase the estimated fair value of the affected reporting unit. A reduction in the fair value of a reporting unit could result in an impairment charge up to the full amount of goodwill reported. |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Intangibles Intangible assets at the respective balance sheet dates consisted of the following: September 30, 2019 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Favorable lease rights 4.6 $ 1,738 $ (510) $ 1,228 ModSpace trade name 1.9 3,000 (1,125) 1,875 Total intangible assets subject to amortization 4,738 (1,635) 3,103 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 129,738 $ (1,635) $ 128,103 December 31, 2018 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Favorable lease rights 6.7 $ 4,523 $ (347) $ 4,176 ModSpace trade name 2.7 3,000 (375) 2,625 Total intangible assets subject to amortization 7,523 (722) 6,801 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 132,523 $ (722) $ 131,801 The Company assigned $3.0 million and $4.0 million to definite-lived intangible assets, related to the ModSpace trade name and favorable lease rights. The Company allocated $3.9 million and $0.1 million of the favorable lease rights to the Modular - US segment and Modular - Other North America segments, as defined in No te 16, respectively. The ModSpace trade name has an estimated useful life of three The aggregate amortization expense for intangible assets subject to amortization was $0.4 million and $1.2 million for the three and nine months ended September 30, 2019, respectively. For the three months ended September 30, 2019, $0.3 million was recorded in other depreciation and amortization expense and $0.1 million related to the favorable lease rights was recorded in SG&A. For the nine months ended September 30, 2019, $0.8 million was recorded in other depreciation and amortization expense and $0.4 million related to the favorable lease rights was recorded in SG&A. The aggregate amortization expense for intangible assets subject to amortization was $0.2 million and $0.6 million for the three and nine months ended September 30, 2018, respectively. For the three months ended September 30, 2018, $0.2 million was recorded in other depreciation and amortization expense. For the nine months ended September 30, 2018, $0.5 million was recorded in other depreciation and amortization expense and $0.1 million related to the favorable lease rights was recorded in SG&A. The Company recognized a non-cash impairment charge of $2.4 million in impairment losses on long-lived assets during the nine months ended September 30, 2019 as a result of the closure of a branch location with a favorable lease asset which was acquired in the ModSpace acquisition. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 2022 Secured Notes 7.875% 2022 $ 293,530 $ 292,258 2023 Secured Notes 6.875% 2023 482,344 293,918 Unsecured Notes 10.000% 2023 — 198,931 US ABL Facility Varies 2022 897,917 853,409 Canadian ABL Facility (a) Varies 2022 — — Capital lease and other financing obligations 38,394 37,983 Total debt 1,712,185 1,676,499 Less: current portion of long-term debt (2,025) (1,959) Total long-term debt $ 1,710,160 $ 1,674,540 (a) As of September 30, 2019, the C ompany had no o utstanding principal borrowings remaining on the Canadian ABL Facility and $2.3 million o f related debt issuance costs. As there were no principal borrowings outstanding on the Canadian ABL Facility, the $2.3 million of debt issuance costs related to that facility are included in other non-current assets on the condensed consolidated balance sheet. As of December 31, 2018, the Company had $0.9 million of outstanding principal borrowings on the Canadian ABL Facility and $2.9 million of related debt issuance costs. $0.9 million of the related debt issuance costs are recorded as a direct offset against the principal of the Canadian ABL Facility and the remaining $2.0 million, in excess of principal, has been included in other non-current assets on the condensed consolidated balance sheet . The Company is subject to various covenants and restrictions for the ABL Facility, the 2022 Secured Notes and the 2023 Secured Notes. The Company redeemed the Unsecured Notes on June 19, 2019 and has no remaining obligations related to the Unsecured Notes following the redemption. The Company was in compliance with all covenants related to debt as of September 30, 2019 and December 31, 2018. ABL Facility On November 29, 2017, WS Holdings, WSII and certain of its subsidiaries entered into an ABL credit agreement (the “ABL Facility”), as amended in July and August 2018, that provides a senior secured revolving credit facility that matures on May 29, 2022. The ABL Facility 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 and lender approval, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility. The obligations of the US Borrowers are unconditionally guaranteed by WS Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of WS Holdings, other than excluded subsidiaries (together with WS Holdings, the "US Guarantors"). The obligations of the Canadian Borrowers are unconditionally guaranteed by the US Borrowers and the US Guarantors, and each existing and subsequently acquired or organized direct or indirect wholly-owned Canadian organized restricted subsidiary of WS Holdings other than certain excluded subsidiaries (together with the US Guarantors, the "ABL Guarantors"). At September 30, 2019, the weighted average interest rate for borrowings under the ABL Facility was 4.54%. The weighted average interest rate on the balance outstanding, as adjusted for the effects of the interest rate swap agreements was 4.99%. Refer to Note 14 for a more detailed discussion on interest rate management. At September 30, 2019, the Borrowers had $489.2 million of available borrowing capacity under the ABL Facility, including $354.8 million under the US ABL Facility and $134.4 million under the Canadian ABL Facility. At December 31, 2018, the Borrowers had $532.6 million of available borrowing capacity under the A BL Facility, including $393.5 million under the US ABL Facility and $139.1 million under the Canadian ABL Facility. The Company had issu ed $12.7 million and $13.0 million of standby letters of credit under the ABL Facility at September 30, 2019 and December 31, 2018, respectively. At September 30, 2019, letters of credit and guarantees carried fees of 2.625%. The Company ha d $917.5 million a nd $879.4 million in outstanding principal under the ABL Facility at September 30, 2019 and December 31, 2018, respectively. Debt issuance costs and discounts o f $19.6 million an d $26.0 million are included in the carrying value of the ABL Facility at September 30, 2019 and December 31, 2018, respectively. 2022 Senior Secured Notes In connection with the closing of the Business Combination, WSII issued $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, 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. Unamortized debt issuance costs pertaining to the 2022 Secured Notes was $6.5 million and $7.7 million as of September 30, 2019 and December 31, 2018, respectively. 2023 Senior Secured Notes On August 6, 2018, a special purpose subsidiary of WSII (the "Issuer") completed a private offering of $300.0 million in aggregate principal amount of its 6.875% senior secured notes due August 15, 2023 (the “Initial 2023 Secured Notes”). The Issuer entered into an indenture dated August 6, 2018 with Deutsche Bank Trust Company Americas, as trustee, which governs the terms of the Initial 2023 Secured Notes. In connection with the ModSpace acquisition, the Issuer merged with and into WSII and WSII assumed the Initial 2023 Secured Notes. Interest is payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019. On May 14, 2019, WSII completed a tack-on offering of $190.0 million in aggregate principal amount to the Initial 2023 Secured Notes (the "Tack-on Notes"). The Tack-on Notes were issued as additional securities under an indenture, dated August 6, 2018, by and among the Issuer, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and collateral agent. The Tack-On Notes and the Initial 2023 Secured Notes are treated as a single class of debt securities under the indenture (the "2023 Secured Notes") and together with the 2022 Secured Notes, the "Senior Secured Notes"). The Tack-On Notes ha ve identical terms to the Initial 2023 Secured Notes, other than with respect to the issue date and issue price. WSII incurred a total of $3.0 million in debt issuance costs in connection with the tack-on offering, which were deferred and will be amortized through the August 15, 2023 maturity date. The Tack-on Notes were issued at a premium of $0.5 million which will be amortized through the August 15, 2023 maturity date. The proceeds of the Tack-On Notes were used to repay a portion of the US ABL Facility. Unamortized debt issuance costs and discounts, net of premium, pertaining to the 2023 Secured Notes were $7.7 million and $6.1 million as of September 30, 2019 and December 31, 2018, respectively. 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, 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. On June 19, 2019 (the "Redemption Date"), WSII used proceeds from its US ABL Facility to redeem all $200.0 million in aggregate outstanding principal amount of the Unsecured Notes at a redemption price of 102.0%, plus a make-whole premium of 1.126% and any accrued and unpaid interest to, but not including, the Redempti on Date. The Company recorded a loss on extinguishment of $7.2 million, which included $6.2 million of make-whole premiums and $1.0 million related to the write-off of unamortized deferred financing fees. Prior to the redemption, the Unsecured Notes bore interest at a rate of 10% per annum. Interest was payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019. Unamortized debt issuance costs and discounts pertaining to the Unsecured Notes were $1.1 million as of December 31, 2018. Capital Lease and Other Financing Obligations The Company’s capital lease and financing obligations primarily consisted of $38.4 million a nd $37.9 million under sale-leaseback transactions an d $0.0 million and $0.1 million of capital leases at September 30, 2019 and December 31, 2018, respectively. The Company’s capital lease and financing obligations are presented net of $1.4 million a nd $1.6 million of debt issuance costs at September 30, 2019 and December 31, 2018, respectively. The Company’s capital leases primarily relate to real estate, equipment and vehicles and have interest rates ranging fro m 1.2% to 11.9%. In connection with the adoption of ASC 842, the financing obligations under sale-leaseback transactions will be reversed and the associated lease liabilities will be recorded as part of the operating lease liabilities. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Equity | Equity Common Stock and Warrants Common Stock In connection with the stock compensation vesting and stock option exercises described in Note 13, the Company issued 242,357 shares of common stock during the nine months ended September 30, 2019. Warrants Double Eagle issued warrants to purchase its common stock as components of units sold in its initial public offering (the “Public Warrants”). Double Eagle also issued warrants to purchase its common stock in a private placement concurrently with its initial public offering (the “Private Warrants,” and together with the Public Warrants, the "2015 Warrants"). At September 30, 2019 , 24,367,867 of the 2015 Warrants and 9,999,579 of the 2018 Warrants were outstanding. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the three and nine months ended September 30, 2019 and 2018 were as follows: (in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total Balance at December 31, 2018 $ (62,608) $ (5,418) $ (68,026) Total other comprehensive income (loss) prior to reclassifications 4,115 (2,636) 1,479 Reclassifications to the statements of operations — 435 435 Less other comprehensive (income) loss attributable to non-controlling interest (364) 198 (166) Balance at March 31, 2019 (58,857) (7,421) (66,278) Total other comprehensive income (loss) prior to reclassifications 4,300 (4,500) (200) Reclassifications to the statements of operations — 613 613 Less other comprehensive (income) loss attributable to non-controlling interest (396) 351 (45) Balance at June 30, 2019 (54,953) (10,957) (65,910) Total other comprehensive loss prior to reclassifications (2,799) (1,337) (4,136) Reclassifications to the statements of operations — 837 837 Less other comprehensive loss attributable to non-controlling interest 256 45 301 Balance at September 30, 2019 $ (57,496) $ (11,412) $ (68,908) (in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total Balance at December 31, 2017 $ (49,497) $ — $ (49,497) Total other comprehensive income prior to reclassifications 263 — 263 Reclassifications to accumulated deficit (a) (2,540) — (2,540) Less other comprehensive income attributable to non-controlling interest (24) — (24) Balance at March 31, 2018 (51,798) — (51,798) Total other comprehensive loss prior to reclassifications (2,912) — (2,912) Less other comprehensive loss attributable to non-controlling interest 293 — 293 Balance at June 30, 2018 (54,417) — (54,417) Total other comprehensive income prior to reclassifications 2,541 — 2,541 Less other comprehensive loss attributable to non-controlling interest (243) — (243) Balance at September 30, 2018 $ (52,119) $ — $ (52,119) (a) In t he 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. For the three and nine months ended September 30, 2019, $0.8 million and $2.0 million was reclassified from AOCL into the condensed consolidated statement of operations within interest expense related to the interest rate swaps discussed in Note 14. For the three and nine months ended September 30, 2019, the Company recorded a tax benefit of $0.0 million and $0.1 million, respectively, associated with this reclassification. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit of $1.2 million and $2.0 million for the three and nine months ended September 30, 2019, respectively, and $6.5 million and $13.6 million for the three and nine months ended September 30, 2018, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2019 was 266.4% and 8.4% , respectively, and 15.0% and 23.9% f or the corresponding periods in 2018. The Company did not recognize a tax benefit on the loss from operations for the three or nine months ended September 30, 2019 as it is not more likely than not that the benefit is realizable. A tax benefit will be recognized only when there is sufficient income to support realizability. The Company’s effective tax rate for the three and nine months ended September 30, 2019 is principally a result of discrete items. The higher effective rate for the three months ended September 30, 2019 is due to a smaller pre-tax loss from operations than the prior two quarters. During the three and nine months ended September 30, 2019, the Company recognized income tax benefit of $1.2 million and $2.0 million, respectively, primarily attributable to (i) enacted legislative changes and (ii) valuation allowance adjustments generated by changes in provisional ModSpace balances recorded in 2019. During the three and nine months ended September 30, 2018, the Company recognized income tax benefit of $0.6 million and $5.3 million , respectively, mainly related to enacted legislative changes in the second quarter of 2018. |
Fair Value Measures
Fair Value Measures | 9 Months Ended |
Sep. 30, 2019 | |
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. 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, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 US ABL Facility $ 897,917 $ — $ 917,500 $ — $ 853,409 $ — $ 878,500 $ — Canadian ABL Facility — — — — — — 918 — 2022 Secured Notes 293,530 — 314,535 — 292,258 — 297,027 — 2023 Secured Notes 482,344 — 514,318 — 293,918 — 288,633 — Unsecured Notes — — — — 198,931 — 197,462 — Total $ 1,673,791 $ — $ 1,746,353 $ — $ 1,638,516 $ — $ 1,662,540 $ — The carrying value of the US ABL Facility, the Canadian ABL Facility, the 2022 Secured Notes and the 2023 Secured Notes inclu des $19.6 million, $0.0 million, $6.5 million and $7.7 million, re spectively, of unamortized debt issuance costs as of September 30, 2019, which are presented as a direct reduction of the corresponding liability. The carrying value of the US ABL Facility, the Canadian ABL Facility and the 2022 Secured Notes, the 2023 Secured Notes and the Unsecured Notes includes $25.1 million, $0.9 million, $7.7 million, $6.1 million and $1.1 million, respectively of unamortized debt issuance costs for the year ended December 31, 2018, which are presented as a direct reduction of the corresponding liability. The carrying value of the US and Canadian ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair value of the 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. The location and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheet are disclosed in Note 14. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring Restructuring costs include charges associated with exit or disposal activities that meet the definition of restructuring under FASB ASC Topic 420, “Exit or Disposal Cost Obligations” (“ASC 420”). The Company's restructuring plans are generally country or region specific and are typically completed within a one year period. Restructuring costs incurred under these plans include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other related costs associated with exit or disposal activities including, but not limited to, costs for consolidating or closing facilities. Costs related to the integration of acquired businesses that do not meet the definition of restructuring under ASC 420, such as employee training costs, duplicate facility costs, and professional services expenses, are included within SG&A. The following is a summary of the activity in the Company’s restructuring accruals for three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, (in thousands) 2019 2018 Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total Balance at beginning of the period $ 1,143 $ 1,764 $ 2,907 $ 967 $ — $ 967 Charges 321 1,659 1,980 2,715 3,422 6,137 Cash payments (544) (730) (1,274) (1,161) (2,500) (3,661) Foreign currency translation (91) — (91) 5 — 5 Non-cash movements — (324) (324) — — — Balance at end of period $ 829 $ 2,369 $ 3,198 $ 2,526 $ 922 $ 3,448 Nine Months Ended September 30, (in thousands) 2019 2018 Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total Balance at beginning of the period $ 4,544 $ 971 $ 5,515 $ 227 $ — $ 227 Charges 1,951 7,132 9,083 3,792 3,422 7,214 Cash payments (5,476) (3,745) (9,221) (1,491) (2,500) (3,991) Foreign currency translation (190) — (190) (2) — (2) Non-cash movements — (1,989) (1,989) — — — Balance at end of period $ 829 $ 2,369 $ 3,198 $ 2,526 $ 922 $ 3,448 The restructuring charges for the three and nine months ended September 30, 2019 relate primarily to employee termination costs and lease exit costs in connection with the integration of ModSpace. The Company initiated certain restructuring plans associated with the ModSpace acquisition in order to capture operating synergies as a result of integrating ModSpace into WillScot. The restructuring activities primarily include the termination of leases for duplicative branches and corporate facilities and the termination of employees in connection with the consolidation of these overlapping facilities and functions within our existing business. At September 30, 2019 , the Company is substantially complete with actions related to employee costs. The Company is still in the process of evaluating and closing acquired facilities and anticipates that all actions will be taken by the end of the first half of 2020. The restructuring charges for the three and nine months ended September 30, 2018 primarily relate to employee termination costs in connection with the integration of Acton, Tyson and ModSpace. As part of the restructuring plan, certain employees were required to render future service in order to receive their termination benefits. The termination costs associated with these employees was recognized over the period from the commencement of the restructuring plans to the actual date of termination. Segments T he $2.0 million o f restructuring charges for the three months ended September 30, 2019 includes $1.9 million of charges related to the Modular - US segment and $0.1 million of charges related to the Modular - Other North America segment. The $9.1 million of restructuring charges for the nine months ended September 30, 2019 includes $8.5 million of charges pertaining to the Modular - US segment a nd $0.6 million o f charges pertaining to the Modular - Other North America segment. T he $6.1 million o f restructuring charges for the three months ended September 30, 2018 includes $5.9 million of charges related to the Modular - US segment and $0.2 million of charges related to the Modular - Other North America segment. The $7.2 million of re structuring charges for the nine months ended September 30, 2018 include $7.0 million charges pertaining to the Modular - US segment and $0.2 million of charges related to the Modular - Other North America segment. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation During the nine months ended September 30, 2019, 478,400 time-based restricted stock units ("Time-Based RSUs") and 302,182 market-based restricted stock units ("Market-Based RSUs", and together with the Time-Based RSUs, the "RSUs"), and 52,755 restricted stock awards ("RSAs") were granted under the WillScot Corporation 2017 Incentive Award Plan (the "Plan"). No stock option awards were granted during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, 72,053 RSAs, 213,180 Time-Based RSUs, and 147,313 stock options vested in accordance with their terms, resulting in the issuance of 228,590 shares of common stock, net of 56,643 shares withheld to cover taxes. An additional 13,767 shares were issued as a result of the exercise of stock options during the nine months ended September 30, 2019. No RSAs were forfeited during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, 46,232 Time-Based RSUs, 7,485 Market-Based RSUs, and 41,302 stock options were forfeited. At September 30, 2019, 52,755 RSAs, 1,071,721 Time-Based RSUs, 294,697 Market-Based RSUs, and 386,875 stock options were unvested, with weighted average grant date fair values of $14.69, $12.78, $13.22, and $5.51, respectively. Restricted Stock Awards Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million and $0.8 million for the three and nine months ended September 30, 2019, respectively, with associated tax benefits of $0.0 million and $0.1 million for the three an d nine months ended September 30, 2019 , respectively. A t September 30, 2019, there w as $0.6 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted avera ge vesting p eriod of 0.7 years. Time-Based Restricted Stock Units Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $1.0 million and $2.9 million for the three and nine months ended September 30, 2019, respectively, with associated tax benefits of $0.0 million and $0.2 million for the three and nine months ended September 30, 2019, respectively. At September 30, 2019, unrecognized compensation cost related to Time-Based RSUs totaled $11.4 million and is expected to be recognized over the remaining weighted average vesting per iod of 2.9 yea rs. Market-Based Restricted Stock Units On March 21, 2019, the Company granted 302,182 Ma rket-Based RSUs, which vest based on achievement of the relative total stockholder return ("TSR") of the Company's common stock as compared to the TSR of the constituents of the Russell 3000 Index at grant date over the three The Market-Based RSUs were valued based on a Monte Carlo simulation model to reflect the impact of the Market-Based RSU market condition, resulting in a grant-date fair value per Market-Based RSU of $13.22. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Market-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. Compensation expense for Market-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million and $0.7 million for the three and nine months ended September 30, 2019, respectively, with associated tax benefits of $0.0 million and $0.1 million for the three and nine months ended September 30, 2019, respectively. At September 30, 2019, unrecognized compensation cost related to Market-Based RSUs totaled $3.2 million and is expected to be recognized over the remaining vesting period of 2.5 years. Stock Option Awards Com pensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.2 million and $0.6 million for the three and nine months ended September 30, 2019 , respectively, with associated tax b enefits of $0.0 million and $0.1 million for the three and nine months ended September 30, 2019, respectively. At September 30, 2019, unrecognized compensation c ost re lated to stock option awards totaled $1.8 million and is expected to be recognized over the remaining vesting period of 2.5 years. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives On November 6, 2018, WSII entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converts $400.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility into fixed-rate debt. The Swap Agreement will terminate on May 29, 2022, at the same time the Company’s ABL Facility matures. The Swap Agreement contains customary representations, warranties and covenants and may be terminated prior to its expiration. The Swap Agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. Although no significant ineffectiveness is expected with this hedging strategy, the effectiveness of the interest rate swaps is evaluated on a quarterly basis. The Company did not have any derivative financial instruments for the three and nine months ended September 30, 2018 . The following table summarizes the outstanding interest rate swap arrangement as of September 30, 2019: Aggregate Notional Amount (in millions) Receive Rate Pay Rate Receive Rate as of September 30, 2019 Receive Rate as of December 31, 2018 US ABL Facility $ 400.0 1 month LIBOR 3.06 % 2.03 % 2.44 % The location and the fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows: (in thousands) Balance Sheet Location September 30, 2019 December 31, 2018 Cash Flow Hedges: Interest rate swap Accrued liabilities $ 4,980 $ 1,709 Interest rate swap Other long-term liabilities $ 11,574 $ 6,192 The fair value of the interest rate swap is based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflects the amount that the Company would receive or pay as of September 30, 2019 and December 31, 2018, respectively, for contracts involving the same attributes and maturity dates. The interest rate swap, excluding the impact of taxes, resulted in a loss recognized of $0.7 million and $8.6 million in other comprehensive income ("OCI") for the three and nine months ended September 30, 2019 , respectively. The Company reclassified $0.8 million and $2.0 million from AOCL into interest expense on the condensed consolidated income statement for the three and nine months ended September 30, 2019 , respectively. Cash flows from derivative instruments are presented within net cash provided by operating activities in the consolidated statements of cash flows. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in one principal line of business: modular leasing and sales. 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. Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management. Transactions between reportable segments are not significant. The Chief Operating Decision Maker ("CODM") 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 fo r the three and nine months ended September 30, 2019 and 2018, respectively. Three Months Ended September 30, 2019 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 173,423 $ 17,871 $ 191,294 Modular delivery and installation 56,005 5,878 61,883 Sales revenue: New units 10,774 762 11,536 Rental units 7,499 128 7,627 Total revenues 247,701 24,639 272,340 Costs: Cost of leasing and services: Modular leasing 53,601 4,567 58,168 Modular delivery and installation 49,229 5,135 54,364 Cost of sales: New units 7,016 405 7,421 Rental units 4,315 777 5,092 Depreciation of rental equipment 39,283 4,586 43,869 Gross profit $ 94,257 $ 9,169 $ 103,426 Other selected data: Adjusted EBITDA $ 80,424 $ 7,953 $ 88,377 Selling, general and administrative expense $ 61,484 $ 6,675 $ 68,159 Other depreciation and amortization $ 3,415 $ 292 $ 3,707 Purchase of rental equipment and refurbishments $ 44,951 $ 2,838 $ 47,789 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 revenue: 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 Other selected data: Adjusted EBITDA $ 58,454 $ 6,164 $ 64,618 Selling, general and administrative expense $ 66,102 $ 5,795 $ 71,897 Other depreciation and amortization $ 3,403 $ 317 $ 3,720 Purchase of rental equipment and refurbishments $ 43,007 $ 3,735 $ 46,742 Nine Months Ended September 30, 2019 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 506,703 $ 50,322 $ 557,025 Modular delivery and installation 155,284 13,359 168,643 Sales revenue: New units 35,204 2,860 38,064 Rental units 20,847 8,894 29,741 Total revenues 718,038 75,435 793,473 Costs: Cost of leasing and services: Modular leasing 148,567 11,909 160,476 Modular delivery and installation 132,929 13,246 146,175 Cost of sales: New units 24,404 1,894 26,298 Rental units 12,845 6,763 19,608 Depreciation of rental equipment 114,957 13,983 128,940 Gross profit $ 284,336 $ 27,640 $ 311,976 Other selected data: Adjusted EBITDA $ 238,572 $ 23,040 $ 261,612 Selling, general and administrative expense $ 192,042 $ 21,225 $ 213,267 Other depreciation and amortization $ 9,033 $ 845 $ 9,878 Purchase of rental equipment and refurbishments $ 153,113 $ 7,764 $ 160,877 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 revenue: 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 Other selected data: Adjusted EBITDA $ 129,170 $ 12,856 $ 142,026 Selling, general and administrative expense $ 150,248 $ 14,597 $ 164,845 Other depreciation and amortization $ 6,962 $ 764 $ 7,726 Purchase of rental equipment and refurbishments $ 104,462 $ 7,043 $ 111,505 The following tables present a reconciliation of the Company’s (loss) income from operations before income tax to Adjusted EBITDA by segment for the three and nine months ended September 30, 2019 and 2018, respectively: Three Months Ended September 30, 2019 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (1,768) $ 1,310 $ (458) Interest expense 30,253 604 30,857 Depreciation and amortization 42,699 4,877 47,576 Currency losses, net 45 189 234 Restructuring costs 1,886 94 1,980 Integration costs 4,609 874 5,483 Stock compensation expense 1,813 — 1,813 Other expense 887 5 892 Adjusted EBITDA $ 80,424 $ 7,953 $ 88,377 Three Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (44,519) $ 1,283 $ (43,236) Interest expense 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 expense (income) 271 (5) 266 Adjusted EBITDA $ 58,454 $ 6,164 $ 64,618 Nine Months Ended September 30, 2019 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (26,866) $ 2,670 $ (24,196) Loss on extinguishment of debt 7,244 — 7,244 Interest expense 93,354 1,999 95,353 Depreciation and amortization 123,991 14,827 138,818 Currency gains, net (160) (276) (436) Goodwill and other impairments 4,507 569 5,076 Restructuring costs 8,460 623 9,083 Integration costs 21,221 2,642 23,863 Stock compensation expense 5,003 — 5,003 Other expense (income) 1,818 (14) 1,804 Adjusted EBITDA $ 238,572 $ 23,040 $ 261,612 Nine Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total Loss from operations before income taxes $ (55,360) $ (1,397) $ (56,757) Interest expense 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 |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share (“EPS”) is calculated by dividing net loss attributable to WillScot by the weighted average number of Class A common shares outstanding during the period. The common shares issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options, were included in EPS based on the weighted average number of days in which they were vested and 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. Class B common shares have no rights to dividends or distributions made by the Company and, in turn, are excluded from the EPS calculation. 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. Diluted EPS is computed similarly to basic EPS, 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 and warrants representing 534,188 and 9,999,579 shares of Class A common stock outstanding for the three months ended September 30, 2019 were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Stock options, Time-Based RSUs, RSAs, and warrants representing 386,875, 1,071,721, 52,755, and 22,183,513 shares of Class A common stock outstanding for the nine months ended September 30, 2019 were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Market-Based RSUs representing 294,697 shares of Class A common stock outstanding for the nine months ended September 30, 2019, which can vest at 0% to 150% of the amount granted, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Stock options, Time-Based RSU, RSAs and warrants representing 589,257, 886,680, 27,675 and 44,750,000 shares of Class A common stock outstanding for the three and nine months ended September 30, 2018 , were excluded from the computation of diluted EPS because their effect would have been anti-dilutive. The following table is a reconciliation of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted income (loss) per share for the three and nine months ended September 30, 2019 and 2018: Three Months Ended Nine Months Ended (in thousands, except per share numbers) 2019 2018 2019 2018 Numerator Net income (loss) $ 762 $ (36,729) $ (22,174) $ (43,185) Net income (loss) attributable to non-controlling interest, net of tax 273 (3,210) (1,449) (3,715) Net income (loss) attributable to WillScot $ 489 $ (33,519) $ (20,725) $ (39,470) Denominator Average shares outstanding - basic 108,720,857 90,726,920 108,646,741 82,165,909 Average effect of dilutive securities: Warrants 2,828,202 — — — RSAs 5,614 — — — Time-Based RSUs 272,622 — — — Market-Based RSUs 216,571 — — — Average shares outstanding - diluted 112,043,866 90,726,920 108,646,741 82,165,909 Income (loss) per share Net income (loss) per share attributable to WillScot common shareholders - basic $ 0.00 $ (0.37) $ (0.19) $ (0.48) Net income (loss) per share attributable to WillScot common shareholders - diluted $ 0.00 $ (0.37) $ (0.19) $ (0.48) |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related party balances included in the Company’s consolidated balance sheet at September 30, 2019 and December 31, 2018, consisted of the following: (in thousands) Financial statement line Item September 30, 2019 December 31, 2018 Receivables due from affiliates Prepaid expenses and other current assets $ 44 $ 122 Amounts due to affiliates Accrued liabilities (147) (1,379) Total related party liabilities, net $ (103) $ (1,257) On November 29, 2017, in connection with the closing of the Business Combination, the Company, WSII, WS Holdings and the Algeco Group entered into a transition services agreement (the “TSA”). The Company had $0.1 million in receivables due from affiliates pertaining to the TSA at December 31, 2018. The Company was reimbursed $0.4 million by an affiliate for claims paid under an insurance program during the nine months ended September 30, 2019. The Company accrued expenses of $1.2 million at December 31, 2018, included in amounts due to affiliates, related to rental equipment purchases from an affiliate of the Algeco Group. Related party transactions included in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2019 and 2018, respectively, consisted of the following: Three Months Ended Nine Months Ended (in thousands) Financial statement line item 2019 2018 2019 2018 Leasing revenue from related parties Modular leasing revenue $ 81 $ 104 $ 232 $ 629 Rental unit sales to related parties Rental unit sales — 1,548 — 1,548 Total related party income, net $ 81 $ 1,652 $ 232 $ 2,177 The Company had capital expenditures of rental equipment purchased from related party affiliates of $1.1 million and $1.2 million for three months ended September 30, 2019 and 2018, respectively, and $4.3 million and $3.0 million during the nine months ended September 30, 2019 and 2018, respectively. The Company paid $0.6 million and $0.1 million in professional fees to an entity for which two of the Company’s Directors also served in the same role for that entity, during the three months ended September 30, 2019 and 2018, respectively, and $1.2 million and $1.1 million during the nine months ended September 30, 2019 and 2018, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
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 Quarterly Report on 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, the results of operations and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2019 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, 2018 . |
Principles of Consolidation | Principles of Consolidation The unaudited 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. |
Recently Issued and Adopted Accounting Standards | Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326) , which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to these financial assets should be recorded through an allowance for credit losses. The new standard is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company continues to evaluate the impacts of adopting the standard on the financial statements and will adopt the standard effective January 1, 2020. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASC 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 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for non-public entities for fi scal years beginning after December 15, 2019 and interim periods within those annual periods using a modified retrospective transition approach. 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 will adopt the new standard in the fourth quarter of 2019 with a retroactive adoption to January 1, 2019. The Company plans to take advantage of the transition package of practical expedients permitted within ASC 842 which allows the Company not to reassess (i) whether any expired or existing lease contracts are or contain leases, (ii) the historical lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. Upon adoption, the Company currently expects to record ROU assets between $135.0 million and $145.0 million, and operating lease liabilities between $135.0 million and $145.0 million, as of January 1, 2019, primarily related to its real estate and equipment leases. In connection with the adoption of ASC 842, the Company will also reverse the previous accounting for certain sale-leaseback transactions (as discussed in Note 8), and reduce property, plant and equipment by $31.0 million, reduce outstanding debt by $36.0 million and increase January 1, 2019 equity by $5.0 million. Additionally, as discussed in Note 3, the Company's equipment rental revenues will be accounted for under the current lease accounting standard, ASC 840, until the adoption of the new lease accounting standard ASC 842. There may be changes in the timing of recognition under the new standard, but the Company does not anticipate a significant change to modular leasing revenue at adoption. |
Acquisitions and Assets Held _2
Acquisitions and Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the key inputs utilized to determine the fair value of the Stock Consideration and 2018 Warrants included within the purchase price of ModSpace. Stock Consideration fair value inputs 2018 Warrants fair value inputs Expected volatility 28.6 % 35.0 % Risk-free rate of interest 2.2 % 2.7 % Dividend yield — % — % Expected life (years) 0.5 4.3 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date, August 15, 2018 and the adjustments made to these balances during the period ended September 30, 2019. (in thousands) December 31, 2018 Adjustments August 15, 2019 Trade receivables, net (a) $ 81,320 $ (8,175) $ 73,145 Prepaid expenses and other current assets 17,342 965 18,307 Inventories 4,757 — 4,757 Rental equipment 853,986 (1,210) 852,776 Property, plant and equipment (b) 110,413 27,248 137,661 Intangible assets: Favorable leases (c) 3,976 — 3,976 Trade name (c) 3,000 — 3,000 Deferred tax assets, net 1,855 (1,855) — Total identifiable assets acquired $ 1,076,649 $ 16,973 $ 1,093,622 Accrued liabilities $ 31,551 $ 1,936 $ 33,487 Accounts payable 37,678 421 38,099 Deferred revenue and customer deposits 15,938 — 15,938 Deferred tax liabilities — 1,154 1,154 Total liabilities assumed $ 85,167 $ 3,511 $ 88,678 Total goodwill (d) $ 215,764 $ (13,462) $ 202,302 (a) As of the acquisition date, the fair value of accounts recei vable was $73.1 million and the gross contractual amount was $89.0 million. The Company analyzed information available at the time of acquisition in estimating uncollectible receivables and the fair value of remaining receivables. The Company's analysis, as of the acquisition date, included an assessment of the risk of collectability of receivables by analyzing historical payment trends, the status of collection efforts, and any other pertinent customer specific information that existed as of the acquisition date. (b) Upon completion of the valuation analysis, the Company recorded a net increase in property, plant and equipment of $27.2 million related to the finalization of our acquired land valuations. The fair value of acquired land was determined using valuations from third party specialists which were based on sales prices for comparable assets at the date of acquisition. (c) The trade name has an estimated usef ul life of 3 years. The favorable lease assets have an estimated useful life equivalent to the term of the lease. (d) 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 presented on the balance sheet is not deductible for income tax purposes. The goodwill is assigned to the Modular – US and Modular – Other North America segments, defined in Note 16, in the am oun ts of $171.3 million and $31.0 million, respectively. |
Business Acquisition, Pro Forma Information | The pro forma information below has been prepared using the purchase method of accounting, giving effect to the ModSpace acquisition as if it had been completed on January 1, 2018. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and also does not reflect additional revenue opportunities following the acquisition. The tables below present unaudited pro forma consolidated statements of operations information as if ModSpace had been included in the Company’s consolidated results for the nine months ended September 30, 2018: (in thousands) Nine Months Ended September 30, 2018 WillScot revenues $ 494,008 ModSpace revenues 312,609 Pro forma revenues $ 806,617 WillScot loss from operations before income tax $ (56,757) ModSpace loss from operations before income tax (7,456) Loss from operations before income tax before pro forma adjustments (64,213) Pro forma adjustments to combined loss from operations before income tax: Impact of fair value adjustments/useful life changes on depreciation (a) (10,331) Intangible asset amortization (b) (750) Interest expense (c) (49,467) Elimination of ModSpace interest (d) 20,279 Pro forma loss from operations before income tax (e) (104,482) Income tax benefit (f) (24,971) Pro forma net loss $ (79,511) (a) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value adjustments of equipment acquired in the ModSpace acquisition. The useful lives assigned did not change significantly from the useful lives used by ModSpace. (b) Amortization of the trade name acquired in ModSpace acquisition. (c) In connection with the ModSpace acquisition, the Company drew an incremental $419.0 million on the ABL Facility, as defined in Note 8, and issued $300.0 million of secured notes and $200.0 million of unsecured notes. 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. (d) Interest on ModSpace h istorical debt was eliminated. (e) Pro forma loss from operations before income tax includes $7.2 million of restructuring expense, $14.9 million of integration costs, and $14.8 million of transaction costs incurred by WillScot for the nine months ended September 30, 2018. Additionally, pro forma loss from operations before income tax for the nine months ended September 30, 2018 also includes $20.5 million of interest expense associated with bridge financing fees incurred in connection with the acquisition of ModSpace. (f) The pro forma tax rate applied to the ModSpace loss from operations before income tax is the same as the WillScot effective rate for the period. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2019: Three Months Ended Nine Months Ended (in thousands) 2019 2018 2019 2018 US $ 249,108 $ 199,771 $ 722,322 $ 450,874 Canada 19,309 14,351 58,982 31,196 Mexico 3,923 4,802 12,169 11,938 Total revenues $ 272,340 $ 218,924 $ 793,473 $ 494,008 |
Disaggregation of Revenue | The Company’s revenue by major product and service line for the three and nine months ended September 30 was as follows: Three Months Ended Nine Months Ended 2019 2018 2019 2018 (in thousands) Total Total Total Total Modular space leasing revenue $ 131,555 $ 98,793 $ 384,580 $ 235,652 Portable storage leasing revenue 6,033 5,402 18,295 15,169 VAPS (a) 40,944 28,469 118,005 68,478 Other leasing-related revenue (b) 12,762 8,996 36,145 20,872 Modular leasing revenue 191,294 141,660 557,025 340,171 Modular delivery and installation revenue 61,883 46,777 168,643 104,440 Total leasing and services revenue 253,177 188,437 725,668 444,611 Sale of new units 11,536 20,920 38,064 33,584 Sale of rental units 7,627 9,567 29,741 15,813 Total revenues $ 272,340 $ 218,924 $ 793,473 $ 494,008 (a) Includes $4.0 million and $3.0 million of VAPS service revenue for the three months ended September 30, 2019 and 2018, respectively, and $11.9 million and $7.9 million of VAPS service revenue for the nine months ended September 30, 2019 and 2018, respectively. (b) Primarily damage billings, delinquent payment charges, and other processing fees. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories at the respective balance sheet dates consisted of the following: (in thousands) September 30, 2019 December 31, 2018 Raw materials and consumables $ 15,956 $ 16,022 Work in process — 196 Total inventories $ 15,956 $ 16,218 |
Rental Equipment, net (Tables)
Rental Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Modular units and portable storage $ 2,430,505 $ 2,333,776 Value added products 115,762 90,526 Total rental equipment 2,546,267 2,424,302 Less: accumulated depreciation (593,438) (495,012) Rental equipment, net $ 1,952,829 $ 1,929,290 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2018 $ 28,609 $ — $ 28,609 Acquisition of a business 183,711 35,128 218,839 Changes to preliminary purchase price accounting 944 — 944 Foreign currency translation — (1,375) (1,375) Balance at December 31, 2018 213,264 33,753 247,017 Changes to preliminary purchase price accounting (9,331) (4,069) (13,400) Foreign currency translation — 980 980 Balance at September 30, 2019 $ 203,933 $ 30,664 $ 234,597 |
Intangible (Tables)
Intangible (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at the respective balance sheet dates consisted of the following: September 30, 2019 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Favorable lease rights 4.6 $ 1,738 $ (510) $ 1,228 ModSpace trade name 1.9 3,000 (1,125) 1,875 Total intangible assets subject to amortization 4,738 (1,635) 3,103 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 129,738 $ (1,635) $ 128,103 December 31, 2018 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Favorable lease rights 6.7 $ 4,523 $ (347) $ 4,176 ModSpace trade name 2.7 3,000 (375) 2,625 Total intangible assets subject to amortization 7,523 (722) 6,801 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 132,523 $ (722) $ 131,801 |
Schedule of Intangible Assets | Intangible assets at the respective balance sheet dates consisted of the following: September 30, 2019 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Favorable lease rights 4.6 $ 1,738 $ (510) $ 1,228 ModSpace trade name 1.9 3,000 (1,125) 1,875 Total intangible assets subject to amortization 4,738 (1,635) 3,103 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 129,738 $ (1,635) $ 128,103 December 31, 2018 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Favorable lease rights 6.7 $ 4,523 $ (347) $ 4,176 ModSpace trade name 2.7 3,000 (375) 2,625 Total intangible assets subject to amortization 7,523 (722) 6,801 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 132,523 $ (722) $ 131,801 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 2022 Secured Notes 7.875% 2022 $ 293,530 $ 292,258 2023 Secured Notes 6.875% 2023 482,344 293,918 Unsecured Notes 10.000% 2023 — 198,931 US ABL Facility Varies 2022 897,917 853,409 Canadian ABL Facility (a) Varies 2022 — — Capital lease and other financing obligations 38,394 37,983 Total debt 1,712,185 1,676,499 Less: current portion of long-term debt (2,025) (1,959) Total long-term debt $ 1,710,160 $ 1,674,540 (a) As of September 30, 2019, the C ompany had no o utstanding principal borrowings remaining on the Canadian ABL Facility and $2.3 million o f related debt issuance costs. As there were no principal borrowings outstanding on the Canadian ABL Facility, the $2.3 million of debt issuance costs related to that facility are included in other non-current assets on the condensed consolidated balance sheet. As of December 31, 2018, the Company had $0.9 million of outstanding principal borrowings on the Canadian ABL Facility and $2.9 million of related debt issuance costs. $0.9 million of the related debt issuance costs are recorded as a direct offset against the principal of the Canadian ABL Facility and the remaining $2.0 million, in excess of principal, has been included in other non-current assets on the condensed consolidated balance sheet . |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the three and nine months ended September 30, 2019 and 2018 were as follows: (in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total Balance at December 31, 2018 $ (62,608) $ (5,418) $ (68,026) Total other comprehensive income (loss) prior to reclassifications 4,115 (2,636) 1,479 Reclassifications to the statements of operations — 435 435 Less other comprehensive (income) loss attributable to non-controlling interest (364) 198 (166) Balance at March 31, 2019 (58,857) (7,421) (66,278) Total other comprehensive income (loss) prior to reclassifications 4,300 (4,500) (200) Reclassifications to the statements of operations — 613 613 Less other comprehensive (income) loss attributable to non-controlling interest (396) 351 (45) Balance at June 30, 2019 (54,953) (10,957) (65,910) Total other comprehensive loss prior to reclassifications (2,799) (1,337) (4,136) Reclassifications to the statements of operations — 837 837 Less other comprehensive loss attributable to non-controlling interest 256 45 301 Balance at September 30, 2019 $ (57,496) $ (11,412) $ (68,908) (in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total Balance at December 31, 2017 $ (49,497) $ — $ (49,497) Total other comprehensive income prior to reclassifications 263 — 263 Reclassifications to accumulated deficit (a) (2,540) — (2,540) Less other comprehensive income attributable to non-controlling interest (24) — (24) Balance at March 31, 2018 (51,798) — (51,798) Total other comprehensive loss prior to reclassifications (2,912) — (2,912) Less other comprehensive loss attributable to non-controlling interest 293 — 293 Balance at June 30, 2018 (54,417) — (54,417) Total other comprehensive income prior to reclassifications 2,541 — 2,541 Less other comprehensive loss attributable to non-controlling interest (243) — (243) Balance at September 30, 2018 $ (52,119) $ — $ (52,119) (a) In t he 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 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 US ABL Facility $ 897,917 $ — $ 917,500 $ — $ 853,409 $ — $ 878,500 $ — Canadian ABL Facility — — — — — — 918 — 2022 Secured Notes 293,530 — 314,535 — 292,258 — 297,027 — 2023 Secured Notes 482,344 — 514,318 — 293,918 — 288,633 — Unsecured Notes — — — — 198,931 — 197,462 — Total $ 1,673,791 $ — $ 1,746,353 $ — $ 1,638,516 $ — $ 1,662,540 $ — |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, (in thousands) 2019 2018 Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total Balance at beginning of the period $ 1,143 $ 1,764 $ 2,907 $ 967 $ — $ 967 Charges 321 1,659 1,980 2,715 3,422 6,137 Cash payments (544) (730) (1,274) (1,161) (2,500) (3,661) Foreign currency translation (91) — (91) 5 — 5 Non-cash movements — (324) (324) — — — Balance at end of period $ 829 $ 2,369 $ 3,198 $ 2,526 $ 922 $ 3,448 Nine Months Ended September 30, (in thousands) 2019 2018 Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total Balance at beginning of the period $ 4,544 $ 971 $ 5,515 $ 227 $ — $ 227 Charges 1,951 7,132 9,083 3,792 3,422 7,214 Cash payments (5,476) (3,745) (9,221) (1,491) (2,500) (3,991) Foreign currency translation (190) — (190) (2) — (2) Non-cash movements — (1,989) (1,989) — — — Balance at end of period $ 829 $ 2,369 $ 3,198 $ 2,526 $ 922 $ 3,448 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Agreements | The following table summarizes the outstanding interest rate swap arrangement as of September 30, 2019: Aggregate Notional Amount (in millions) Receive Rate Pay Rate Receive Rate as of September 30, 2019 Receive Rate as of December 31, 2018 US ABL Facility $ 400.0 1 month LIBOR 3.06 % 2.03 % 2.44 % |
Schedule of Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet | The location and the fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows: (in thousands) Balance Sheet Location September 30, 2019 December 31, 2018 Cash Flow Hedges: Interest rate swap Accrued liabilities $ 4,980 $ 1,709 Interest rate swap Other long-term liabilities $ 11,574 $ 6,192 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 fo r the three and nine months ended September 30, 2019 and 2018, respectively. Three Months Ended September 30, 2019 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 173,423 $ 17,871 $ 191,294 Modular delivery and installation 56,005 5,878 61,883 Sales revenue: New units 10,774 762 11,536 Rental units 7,499 128 7,627 Total revenues 247,701 24,639 272,340 Costs: Cost of leasing and services: Modular leasing 53,601 4,567 58,168 Modular delivery and installation 49,229 5,135 54,364 Cost of sales: New units 7,016 405 7,421 Rental units 4,315 777 5,092 Depreciation of rental equipment 39,283 4,586 43,869 Gross profit $ 94,257 $ 9,169 $ 103,426 Other selected data: Adjusted EBITDA $ 80,424 $ 7,953 $ 88,377 Selling, general and administrative expense $ 61,484 $ 6,675 $ 68,159 Other depreciation and amortization $ 3,415 $ 292 $ 3,707 Purchase of rental equipment and refurbishments $ 44,951 $ 2,838 $ 47,789 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 revenue: 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 Other selected data: Adjusted EBITDA $ 58,454 $ 6,164 $ 64,618 Selling, general and administrative expense $ 66,102 $ 5,795 $ 71,897 Other depreciation and amortization $ 3,403 $ 317 $ 3,720 Purchase of rental equipment and refurbishments $ 43,007 $ 3,735 $ 46,742 Nine Months Ended September 30, 2019 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 506,703 $ 50,322 $ 557,025 Modular delivery and installation 155,284 13,359 168,643 Sales revenue: New units 35,204 2,860 38,064 Rental units 20,847 8,894 29,741 Total revenues 718,038 75,435 793,473 Costs: Cost of leasing and services: Modular leasing 148,567 11,909 160,476 Modular delivery and installation 132,929 13,246 146,175 Cost of sales: New units 24,404 1,894 26,298 Rental units 12,845 6,763 19,608 Depreciation of rental equipment 114,957 13,983 128,940 Gross profit $ 284,336 $ 27,640 $ 311,976 Other selected data: Adjusted EBITDA $ 238,572 $ 23,040 $ 261,612 Selling, general and administrative expense $ 192,042 $ 21,225 $ 213,267 Other depreciation and amortization $ 9,033 $ 845 $ 9,878 Purchase of rental equipment and refurbishments $ 153,113 $ 7,764 $ 160,877 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 revenue: 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 Other selected data: Adjusted EBITDA $ 129,170 $ 12,856 $ 142,026 Selling, general and administrative expense $ 150,248 $ 14,597 $ 164,845 Other depreciation and amortization $ 6,962 $ 764 $ 7,726 Purchase of rental equipment and refurbishments $ 104,462 $ 7,043 $ 111,505 |
Reconciliation of Assets from Segment to Consolidated | The following tables present a reconciliation of the Company’s (loss) income from operations before income tax to Adjusted EBITDA by segment for the three and nine months ended September 30, 2019 and 2018, respectively: Three Months Ended September 30, 2019 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (1,768) $ 1,310 $ (458) Interest expense 30,253 604 30,857 Depreciation and amortization 42,699 4,877 47,576 Currency losses, net 45 189 234 Restructuring costs 1,886 94 1,980 Integration costs 4,609 874 5,483 Stock compensation expense 1,813 — 1,813 Other expense 887 5 892 Adjusted EBITDA $ 80,424 $ 7,953 $ 88,377 Three Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (44,519) $ 1,283 $ (43,236) Interest expense 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 expense (income) 271 (5) 266 Adjusted EBITDA $ 58,454 $ 6,164 $ 64,618 Nine Months Ended September 30, 2019 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (26,866) $ 2,670 $ (24,196) Loss on extinguishment of debt 7,244 — 7,244 Interest expense 93,354 1,999 95,353 Depreciation and amortization 123,991 14,827 138,818 Currency gains, net (160) (276) (436) Goodwill and other impairments 4,507 569 5,076 Restructuring costs 8,460 623 9,083 Integration costs 21,221 2,642 23,863 Stock compensation expense 5,003 — 5,003 Other expense (income) 1,818 (14) 1,804 Adjusted EBITDA $ 238,572 $ 23,040 $ 261,612 Nine Months Ended September 30, 2018 (in thousands) Modular - US Modular - Other North America Total Loss from operations before income taxes $ (55,360) $ (1,397) $ (56,757) Interest expense 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 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table is a reconciliation of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted income (loss) per share for the three and nine months ended September 30, 2019 and 2018: Three Months Ended Nine Months Ended (in thousands, except per share numbers) 2019 2018 2019 2018 Numerator Net income (loss) $ 762 $ (36,729) $ (22,174) $ (43,185) Net income (loss) attributable to non-controlling interest, net of tax 273 (3,210) (1,449) (3,715) Net income (loss) attributable to WillScot $ 489 $ (33,519) $ (20,725) $ (39,470) Denominator Average shares outstanding - basic 108,720,857 90,726,920 108,646,741 82,165,909 Average effect of dilutive securities: Warrants 2,828,202 — — — RSAs 5,614 — — — Time-Based RSUs 272,622 — — — Market-Based RSUs 216,571 — — — Average shares outstanding - diluted 112,043,866 90,726,920 108,646,741 82,165,909 Income (loss) per share Net income (loss) per share attributable to WillScot common shareholders - basic $ 0.00 $ (0.37) $ (0.19) $ (0.48) Net income (loss) per share attributable to WillScot common shareholders - diluted $ 0.00 $ (0.37) $ (0.19) $ (0.48) |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 and December 31, 2018, consisted of the following: (in thousands) Financial statement line Item September 30, 2019 December 31, 2018 Receivables due from affiliates Prepaid expenses and other current assets $ 44 $ 122 Amounts due to affiliates Accrued liabilities (147) (1,379) Total related party liabilities, net $ (103) $ (1,257) |
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, 2019 and 2018, respectively, consisted of the following: Three Months Ended Nine Months Ended (in thousands) Financial statement line item 2019 2018 2019 2018 Leasing revenue from related parties Modular leasing revenue $ 81 $ 104 $ 232 $ 629 Rental unit sales to related parties Rental unit sales — 1,548 — 1,548 Total related party income, net $ 81 $ 1,652 $ 232 $ 2,177 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Noncontrolling Interest [Line Items] | |||
Property, plant and equipment, net | $ 186,956 | $ 183,750 | |
Total long-term debt | $ 1,710,160 | $ 1,674,540 | |
Equity | $ 345 | ||
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% | ||
Scenario, Plan | Accounting Standards Update 2016-02 | |||
Noncontrolling Interest [Line Items] | |||
Property, plant and equipment, net | (31,000) | ||
Total long-term debt | (36,000) | ||
Equity | 5,000 | ||
Scenario, Plan | Minimum | Accounting Standards Update 2016-02 | |||
Noncontrolling Interest [Line Items] | |||
Right-of-use asset | 135,000 | ||
Operating lease liability | 135,000 | ||
Scenario, Plan | Maximum | Accounting Standards Update 2016-02 | |||
Noncontrolling Interest [Line Items] | |||
Right-of-use asset | (145,000) | ||
Operating lease liability | $ 145,000 |
Acquisitions and Assets Held _3
Acquisitions and Assets Held for Sale (Details) | Aug. 15, 2018USD ($)$ / sharesshares | Jul. 20, 2018shares | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($) | Jun. 19, 2019USD ($) | Dec. 31, 2018property | Aug. 06, 2018USD ($) | Aug. 03, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||
Share price (in USD per share) | $ / shares | $ 15.78 | |||||||||
Integration fees | $ 5,483,000 | $ 7,453,000 | $ 23,863,000 | $ 14,868,000 | ||||||
Transaction costs | 10,672,000 | 14,790,000 | ||||||||
Impairment losses on long-lived assets | $ 0 | $ 0 | 5,076,000 | 0 | ||||||
Modular Space Holdings, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration | $ 1,200,000,000 | |||||||||
Cash purchase price | 1,100,000,000 | $ 0 | 1,060,140,000 | |||||||
Working capital adjustment | $ 4,700,000 | |||||||||
Stock consideration, fair value, discount | 6.00% | |||||||||
Integration fees | 14,900,000 | |||||||||
Transaction costs | $ 14,800,000 | |||||||||
Common Stock | Modular Space Holdings, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock consideration, fair value (in USD per share) | $ / shares | $ 14.83 | |||||||||
Warrants | Modular Space Holdings, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock consideration, fair value (in USD per share) | $ / shares | 5.23 | |||||||||
Class A Common Stock | Modular Space Holdings, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Warrants exercise price (in USD per share) | $ / shares | $ 15.50 | |||||||||
Class A Common Stock | Common Stock | Modular Space Holdings, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock consideration (in shares) | 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) | 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) | shares | 9,200,000 | |||||||||
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 | $ 200,000,000 | ||||||||
Legacy ModSpace Branch Facilities | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of properties moved to held for sale | property | 8 | |||||||||
Number of properties held for sale | property | 3 | |||||||||
Impairment losses on long-lived assets | $ 2,600,000 | |||||||||
Number of properties disposed | property | 7 | |||||||||
Proceeds from sale of properties | $ 12,900,000 |
Acquisitions and Assets Held _4
Acquisitions and Assets Held for Sale - 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 and Assets Held _5
Acquisitions and Assets Held for Sale - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 15, 2018 | Sep. 30, 2019 | Aug. 15, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Total goodwill | $ 234,597 | $ 247,017 | $ 28,609 | ||
Goodwill recognized | 218,839 | ||||
Modular Space Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Trade receivables, net | $ 73,145 | 81,320 | |||
Trade receivables, net, adjustments | (8,175) | ||||
Prepaid expenses and other current assets | 18,307 | 17,342 | |||
Prepaid expenses and other current assets, adjustments | 965 | ||||
Inventories | 4,757 | 4,757 | |||
Inventories, adjustment | 0 | ||||
Rental equipment | 852,776 | 853,986 | |||
Rental equipment, adjustments | (1,210) | ||||
Property, plant and equipment | 137,661 | 110,413 | |||
Property, plant and equipment, adjustments | 27,248 | ||||
Deferred tax assets, net, adjustments | (1,855) | ||||
Total identifiable assets acquired | 1,076,649 | ||||
Total identifiable assets acquired, adjustments | 16,973 | ||||
Accrued liabilities | 33,487 | 31,551 | |||
Accrued liabilities, adjustments | 1,936 | ||||
Accounts payable | 38,099 | 37,678 | |||
Accounts payable, adjustments | 421 | ||||
Deferred revenue and customer deposits | 15,938 | 15,938 | |||
Deferred revenue and customer deposits, adjustments | 0 | ||||
Deferred tax liabilities | 1,154 | 0 | |||
Deferred tax liabilities, adjustments | 1,154 | ||||
Total liabilities assumed | 88,678 | 85,167 | |||
Total liabilities assumed, adjustments | 3,511 | ||||
Total goodwill | 202,302 | 215,764 | |||
Total goodwill, adjustments | (13,462) | ||||
Fair value of accounts receivables | $ 73,100 | ||||
Gross contractual amounts of accounts receivables | $ 89,000 | ||||
Favorable Lease Asset | Modular Space Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 3,976 | 3,976 | |||
Intangible assets, adjustments | 0 | ||||
Trade name | Modular Space Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 3,000 | 3,000 | |||
Intangible assets, adjustments | 0 | ||||
Deferred tax assets, net | 0 | 1,855 | |||
Total identifiable assets acquired | $ 1,093,622 | ||||
Estimated useful life of intangible assets | 3 years | 3 years | |||
Modular – US | |||||
Business Acquisition [Line Items] | |||||
Total goodwill | $ 203,933 | 213,264 | 28,609 | ||
Goodwill recognized | $ 171,300 | 183,711 | |||
Modular – US | Modular Space Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Goodwill recognized | 171,300 | ||||
Modular – Other North America | |||||
Business Acquisition [Line Items] | |||||
Total goodwill | $ 30,664 | 33,753 | $ 0 | ||
Goodwill recognized | 31,000 | $ 35,128 | |||
Modular – Other North America | Modular Space Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Goodwill recognized | $ 31,000 |
Acquisitions and Assets Held _6
Acquisitions and Assets Held for Sale - Pro-Forma Consolidated Statements of Operations (Details) - USD ($) | Aug. 15, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Business Acquisition [Line Items] | |||||
Revenue | $ 272,340,000 | $ 218,924,000 | $ 793,473,000 | $ 494,008,000 | |
Loss from operations before income tax | (458,000) | (43,236,000) | (24,196,000) | (56,757,000) | |
Restructuring costs | 1,980,000 | 6,137,000 | 9,083,000 | 7,214,000 | |
Integration costs | $ 5,483,000 | 7,453,000 | $ 23,863,000 | 14,868,000 | |
Transaction costs | $ 10,672,000 | 14,790,000 | |||
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 | ||||
Senior Notes | 2023 Senior Secured and Unsecured Notes | |||||
Business Acquisition [Line Items] | |||||
Weighted average interest rate for borrowings | 6.54% | ||||
Revolving Credit Facility | Line of Credit | ABL Facility | |||||
Business Acquisition [Line Items] | |||||
Draw down of debt | $ 419,000,000 | ||||
Weighted average interest rate for borrowings | 4.54% | 4.54% | |||
Modular Space Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Pro forma revenues | 806,617,000 | ||||
Loss from operations before income tax | (104,482,000) | ||||
Loss from operations before income tax before pro forma adjustments | (64,213,000) | ||||
Income tax benefit | (24,971,000) | ||||
Pro forma net loss | (79,511,000) | ||||
Restructuring costs | 7,200,000 | ||||
Integration costs | 14,900,000 | ||||
Transaction costs | 14,800,000 | ||||
Interest expense | 20,500,000 | ||||
Modular Space Holdings, Inc | Impact of fair value mark-ups/useful life changes on depreciation | |||||
Business Acquisition [Line Items] | |||||
Loss from operations before income tax | (10,331,000) | ||||
Modular Space Holdings, Inc | Intangible asset amortization | |||||
Business Acquisition [Line Items] | |||||
Loss from operations before income tax | (750,000) | ||||
Modular Space Holdings, Inc | Interest expense | |||||
Business Acquisition [Line Items] | |||||
Loss from operations before income tax | (49,467,000) | ||||
Modular Space Holdings, Inc | Elimination of historic interest | |||||
Business Acquisition [Line Items] | |||||
Loss from operations before income tax | 20,279,000 | ||||
Modular Space Holdings, Inc | |||||
Business Acquisition [Line Items] | |||||
Revenue | 312,609,000 | ||||
Loss from operations before income tax | $ (7,456,000) |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Bad debt expense | $ 5,500 | $ 3,100 | $ 11,817 | $ 5,436 | |
Deferred revenue | $ 46,300 | 46,300 | $ 32,100 | ||
Previously deferred revenue recognized | $ 8,200 | ||||
Receivables | Credit Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 2.40% | ||||
Modular Leasing | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 69.00% | ||||
Modular Leasing | Revenues | Revenue Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 69.00% | 63.00% | 69.00% | 67.00% | |
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Lease term | 1 month | 1 month | |||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Lease term | 60 months | 60 months | |||
Weighted Average | |||||
Disaggregation of Revenue [Line Items] | |||||
Lease term | 10 months | 10 months |
Revenue - Revenue Disaggregatio
Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 272,340 | $ 218,924 | $ 793,473 | $ 494,008 |
US | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 249,108 | 199,771 | 722,322 | 450,874 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 19,309 | 14,351 | 58,982 | 31,196 |
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,923 | 4,802 | 12,169 | 11,938 |
ModSpace | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 131,555 | 98,793 | 384,580 | 235,652 |
Portable storage leasing revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,033 | 5,402 | 18,295 | 15,169 |
VAPS | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 40,944 | 28,469 | 118,005 | 68,478 |
Other leasing-related revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,762 | 8,996 | 36,145 | 20,872 |
Modular leasing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 191,294 | 141,660 | 557,025 | 340,171 |
Modular delivery and installation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 61,883 | 46,777 | 168,643 | 104,440 |
Total leasing and services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 253,177 | 188,437 | 725,668 | 444,611 |
New units | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,536 | 20,920 | 38,064 | 33,584 |
Rental units | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,627 | 9,567 | 29,741 | 15,813 |
VAPS service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,000 | $ 3,000 | $ 11,900 | $ 7,900 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and consumables | $ 15,956 | $ 16,022 |
Work in process | 0 | 196 |
Total inventories | $ 15,956 | $ 16,218 |
Rental Equipment, net (Details)
Rental Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Total rental equipment | $ 2,546,267 | $ 2,546,267 | $ 2,424,302 | ||
Less: accumulated depreciation | (593,438) | (593,438) | (495,012) | ||
Rental equipment, net | 1,952,829 | 1,952,829 | 1,929,290 | ||
Insurance proceeds | 1,300 | $ 0 | 2,400 | $ 9,300 | |
Gain on insurance proceeds | 400 | $ 0 | 2,300 | $ 4,800 | |
Modular units and portable storage | |||||
Property, Plant and Equipment [Line Items] | |||||
Total rental equipment | 2,430,505 | 2,430,505 | 2,333,776 | ||
Value added products | |||||
Property, Plant and Equipment [Line Items] | |||||
Total rental equipment | $ 115,762 | $ 115,762 | $ 90,526 |
Goodwill - Goodwill Activity (D
Goodwill - Goodwill Activity (Details) - USD ($) $ in Thousands | Aug. 15, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | $ 247,017 | $ 28,609 | |
Acquisition of businesses | 218,839 | ||
Changes to preliminary purchase price accounting | (13,400) | 944 | |
Foreign currency translation | 980 | (1,375) | |
Goodwill, end of period | 234,597 | 247,017 | |
Modular – US | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 213,264 | 28,609 | |
Acquisition of businesses | $ 171,300 | 183,711 | |
Changes to preliminary purchase price accounting | (9,331) | 944 | |
Foreign currency translation | 0 | 0 | |
Goodwill, end of period | 203,933 | 213,264 | |
Modular – Other North America | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 33,753 | 0 | |
Acquisition of businesses | $ 31,000 | 35,128 | |
Changes to preliminary purchase price accounting | (4,069) | 0 | |
Foreign currency translation | 980 | (1,375) | |
Goodwill, end of period | $ 30,664 | $ 33,753 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | Aug. 15, 2018 | Dec. 31, 2018 |
Goodwill [Line Items] | ||
Goodwill recognized | $ 218,839 | |
Modular – US | ||
Goodwill [Line Items] | ||
Goodwill recognized | $ 171,300 | 183,711 |
Modular – Other North America | ||
Goodwill [Line Items] | ||
Goodwill recognized | $ 31,000 | $ 35,128 |
US Reporting Unit | ||
Goodwill [Line Items] | ||
Percentage of fair value in excess of carrying value | 100.00% | |
Canadian Reporting Unit | ||
Goodwill [Line Items] | ||
Percentage of fair value in excess of carrying value | 1.00% |
Intangible - Schedule of Intang
Intangible - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Intangible assets subject to amortization: | ||
Gross carrying amount | $ 4,738 | $ 7,523 |
Accumulated amortization | (1,635) | (722) |
Net book value | 3,103 | 6,801 |
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 125,000 | |
Gross carrying amount | 129,738 | 132,523 |
Net book value | $ 128,103 | $ 131,801 |
Favorable lease rights | ||
Intangible assets subject to amortization: | ||
Weighted average remaining life (in years) | 4 years 7 months 6 days | 6 years 8 months 12 days |
Gross carrying amount | $ 1,738 | $ 4,523 |
Accumulated amortization | (510) | (347) |
Net book value | $ 1,228 | $ 4,176 |
ModSpace trade name | ||
Intangible assets subject to amortization: | ||
Weighted average remaining life (in years) | 1 year 10 months 24 days | 2 years 8 months 12 days |
Gross carrying amount | $ 3,000 | $ 3,000 |
Accumulated amortization | (1,125) | (375) |
Net book value | 1,875 | $ 2,625 |
ModSpace trade name | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | $ 125,000 |
Intangible - Narrative (Details
Intangible - Narrative (Details) - USD ($) $ in Millions | Aug. 15, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense for intangible assets | $ 0.4 | $ 0.2 | $ 1.2 | $ 0.6 | |
Intangible asset impairment losses | $ 2.4 | ||||
Modular Space Holdings, Inc | Trade name | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | $ 3 | ||||
Estimated useful life of intangible assets | 3 years | 3 years | |||
Modular Space Holdings, Inc | Favorable Lease Asset | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | $ 4 | ||||
Modular – US | Modular Space Holdings, Inc | Favorable Lease Asset | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | 3.9 | ||||
Modular – Other North America | Modular Space Holdings, Inc | Favorable Lease Asset | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | $ 0.1 | ||||
Depreciation and Amortization | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense for intangible assets | 0.3 | $ 0.2 | $ 0.8 | 0.5 | |
SG&A | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense for intangible assets | $ 0.1 | $ 0.4 | $ 0.1 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Aug. 06, 2018 | Nov. 29, 2017 |
Debt Instrument [Line Items] | ||||
Capital lease and other financing obligations | $ 38,394,000 | $ 37,983,000 | ||
Total debt | 1,712,185,000 | 1,676,499,000 | ||
Less: current portion of long-term debt | (2,025,000) | (1,959,000) | ||
Total long-term debt | $ 1,710,160,000 | 1,674,540,000 | ||
Long-term Debt | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 900,000 | |||
Senior Notes | 2022 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 7.875% | 7.875% | ||
Debt | $ 293,530,000 | 292,258,000 | ||
Debt issuance costs | $ 6,500,000 | 7,700,000 | ||
Senior Notes | 2023 Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.875% | 6.875% | ||
Debt | $ 482,344,000 | 293,918,000 | ||
Senior Notes | 2023 Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 10.00% | |||
Debt | $ 0 | 198,931,000 | ||
Line of Credit | US ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 19,600,000 | 25,100,000 | ||
Line of Credit | US ABL Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt | 897,917,000 | 853,409,000 | ||
Line of Credit | Canadian ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 0 | 900,000 | ||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt | 0 | 0 | ||
Debt, gross | 900,000 | |||
Debt issuance costs | 2,300,000 | 2,900,000 | ||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | Other Non-current Assets | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 2,300,000 | $ 2,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jun. 19, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | May 14, 2019 | Dec. 31, 2018 | Aug. 15, 2018 | Aug. 06, 2018 | Aug. 03, 2018 | Nov. 29, 2017 |
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 7,244,000 | $ 0 | |||||||
Capital lease obligations | 38,394,000 | 38,394,000 | $ 37,983,000 | ||||||||
Line of Credit | ABL Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Letters of credit amount outstanding | 12,700,000 | 12,700,000 | 13,000,000 | ||||||||
Line of Credit | US ABL Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unamortized debt issuance costs | 19,600,000 | 19,600,000 | 25,100,000 | ||||||||
Line of Credit | Canadian ABL Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unamortized debt issuance costs | $ 0 | $ 0 | 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 | $ 6,500,000 | $ 6,500,000 | 7,700,000 | ||||||||
Senior Notes | 2023 Senior Secured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs and debt discount | $ 7,700,000 | $ 7,700,000 | 6,100,000 | ||||||||
Debt, face amount | $ 300,000,000 | ||||||||||
Interest rate | 6.875% | 6.875% | 6.875% | ||||||||
Senior Notes | 2023 Senior Secured Notes, Tack-on Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 190,000,000 | ||||||||||
Unamortized debt issuance costs | 3,000,000 | ||||||||||
Debt premium | $ 500,000 | ||||||||||
Senior Notes | 2023 Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs and debt discount | 1,100,000 | ||||||||||
Debt, face amount | $ 200,000,000 | ||||||||||
Interest rate | 10.00% | 10.00% | |||||||||
Redemption premium | 102.00% | ||||||||||
Make-whole premium | 1.126% | ||||||||||
Loss on extinguishment of debt | $ 7,200,000 | ||||||||||
Loss on extinguishment of debt, make-whole premiums | 6,200,000 | ||||||||||
Write-off of unamortized deferred financing fees | $ 1,000,000 | ||||||||||
Capital Leases and Other Financing Obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unamortized debt issuance costs | $ 1,400,000 | $ 1,400,000 | 1,600,000 | ||||||||
Sale Leaseback Transaction | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Capital lease obligations | 38,400,000 | 38,400,000 | 37,900,000 | ||||||||
Capital Lease Obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Capital lease obligations | 0 | 0 | 100,000 | ||||||||
Revolving Credit Facility | Line of Credit | ABL Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Accordion feature | $ 375,000,000 | $ 375,000,000 | |||||||||
Weighted average interest rate for borrowings | 4.54% | 4.54% | |||||||||
Weighted average interest rate for borrowings after interest rate swap agreements | 4.99% | 4.99% | |||||||||
Available borrowing capacity | $ 489,200,000 | $ 489,200,000 | 532,600,000 | ||||||||
Outstanding principal | 917,500,000 | 917,500,000 | 879,400,000 | ||||||||
Debt issuance costs and debt discount | 19,600,000 | 19,600,000 | 26,000,000 | ||||||||
Revolving Credit Facility | Line of Credit | US ABL Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum aggregate availability | 1,285,000,000 | 1,285,000,000 | |||||||||
Available borrowing capacity | 354,800,000 | 354,800,000 | 393,500,000 | ||||||||
Revolving Credit Facility | Line of Credit | Canadian ABL Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum aggregate availability | 140,000,000 | 140,000,000 | |||||||||
Available borrowing capacity | 134,400,000 | 134,400,000 | 139,100,000 | ||||||||
Outstanding principal | 900,000 | ||||||||||
Unamortized debt issuance costs | $ 2,300,000 | $ 2,300,000 | $ 2,900,000 | ||||||||
Letter of Credit | Line of Credit | ABL Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee | 2.625% | ||||||||||
Interest Payment Period One | Senior Notes | 2023 Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 10.00% | ||||||||||
Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Capital lease interest rate | 1.20% | ||||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Capital lease interest rate | 11.90% |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued for stock compensation (in shares) | 242,357 | |||
Reclassifications to consolidated statement of operations | $ (837) | $ (613) | $ (435) | |
2015 Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 24,367,867 | 24,367,867 | ||
2018 Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants outstanding (in shares) | 9,999,579 | 9,999,579 | ||
Interest Rate Swap | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Reclassifications to consolidated statement of operations | $ (800) | $ (2,000) | ||
Unrealized losses on hedging activities | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Reclassifications to consolidated statement of operations | (837) | $ (613) | $ (435) | |
Unrealized losses on hedging activities | Interest Rate Swap | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Reclassifications to consolidated statement of operations, tax expense (benefit) | $ 0 | $ (100) |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ 484,550 | $ 684,470 | $ 693,931 | $ 702,197 | $ 476,620 | $ 478,099 | $ 484,550 | $ 702,197 |
Total other comprehensive income (loss) prior to reclassifications | (4,136) | (200) | 1,479 | (2,912) | 263 | |||
Reclassifications to the statements of operations | 837 | 613 | 435 | |||||
Reclassification to accumulated deficit | 2,500 | (2,540) | ||||||
Less other comprehensive (income) loss attributable to non-controlling interest | 301 | (45) | (166) | (243) | 293 | (24) | ||
Ending Balance | 683,939 | 684,470 | 693,931 | 730,709 | 476,620 | 478,099 | 683,939 | |
Foreign Currency Translation | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (49,497) | (54,953) | (58,857) | (62,608) | (54,417) | (51,798) | (49,497) | (62,608) |
Total other comprehensive income (loss) prior to reclassifications | (2,799) | 4,300 | 4,115 | 2,541 | (2,912) | 263 | ||
Reclassifications to the statements of operations | 0 | 0 | 0 | |||||
Reclassification to accumulated deficit | (2,540) | |||||||
Less other comprehensive (income) loss attributable to non-controlling interest | 256 | (396) | (364) | (243) | 293 | (24) | ||
Ending Balance | (57,496) | (54,953) | (58,857) | (52,119) | (54,417) | (51,798) | (57,496) | |
Unrealized losses on hedging activities | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | 0 | (10,957) | (7,421) | (5,418) | 0 | 0 | 0 | (5,418) |
Total other comprehensive income (loss) prior to reclassifications | (1,337) | (4,500) | (2,636) | 0 | 0 | 0 | ||
Reclassifications to the statements of operations | 837 | 613 | 435 | |||||
Reclassification to accumulated deficit | 0 | |||||||
Less other comprehensive (income) loss attributable to non-controlling interest | 45 | 351 | 198 | 0 | 0 | 0 | ||
Ending Balance | (11,412) | (10,957) | (7,421) | 0 | 0 | 0 | (11,412) | |
Total | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ (49,497) | (65,910) | (66,278) | (68,026) | (54,417) | (51,798) | (49,497) | (68,026) |
Total other comprehensive income (loss) prior to reclassifications | 2,541 | |||||||
Ending Balance | $ (68,908) | $ (65,910) | $ (66,278) | $ (52,119) | $ (54,417) | $ (51,798) | $ (68,908) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 1,220 | $ 6,507 | $ 2,022 | $ 13,572 |
Effective tax rate | 266.40% | 15.00% | 8.40% | 23.90% |
Tax benefit related to enacted legislative changes | $ 1,200 | $ 600 | $ 2,000 | $ 5,300 |
Fair Value Measures (Details)
Fair Value Measures (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | $ 1,673,791 | $ 1,638,516 |
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 | 1,746,353 | 1,662,540 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
US ABL Facility | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 19,600 | 25,100 |
US ABL Facility | Carrying Amount | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 897,917 | 853,409 |
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 | 917,500 | 878,500 |
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 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 0 | 900 |
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 | 0 | 918 |
Canadian ABL Facility | Fair Value | Level 3 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2022 Secured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 6,500 | 7,700 |
2022 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 293,530 | 292,258 |
2022 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2022 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 314,535 | 297,027 |
2022 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2023 Secured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 7,700 | 6,100 |
2023 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 482,344 | 293,918 |
2023 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2023 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 514,318 | 288,633 |
2023 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Unsecured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 1,100 | |
Unsecured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 198,931 |
Unsecured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Unsecured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 197,462 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 1,980 | $ 6,137 | $ 9,083 | $ 7,214 |
Operating Segments | Modular – US | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 1,886 | 5,895 | 8,460 | 6,962 |
Operating Segments | Modular – Other North America | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 94 | $ 242 | $ 623 | $ 252 |
Restructuring - Summary of Acti
Restructuring - Summary of Activities in the Restructuring Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | $ 2,907 | $ 967 | $ 5,515 | $ 227 |
Charges | 1,980 | 6,137 | 9,083 | 7,214 |
Cash payments | (1,274) | (3,661) | (9,221) | (3,991) |
Foreign currency translation | (91) | 5 | (190) | (2) |
Non-cash movements | (324) | 0 | (1,989) | 0 |
Balance at end of period | 3,198 | 3,448 | 3,198 | 3,448 |
Employee Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | 1,143 | 967 | 4,544 | 227 |
Charges | 321 | 2,715 | 1,951 | 3,792 |
Cash payments | (544) | (1,161) | (5,476) | (1,491) |
Foreign currency translation | (91) | 5 | (190) | (2) |
Non-cash movements | 0 | 0 | 0 | 0 |
Balance at end of period | 829 | 2,526 | 829 | 2,526 |
Facility Exit Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | 1,764 | 0 | 971 | 0 |
Charges | 1,659 | 3,422 | 7,132 | 3,422 |
Cash payments | (730) | (2,500) | (3,745) | (2,500) |
Foreign currency translation | 0 | 0 | 0 | 0 |
Non-cash movements | (324) | 0 | (1,989) | 0 |
Balance at end of period | $ 2,369 | $ 922 | $ 2,369 | $ 922 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 21, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted (in shares) | 0 | ||||
Number of options vested (in shares) | 147,313 | ||||
Issuance of common stock from exercise of options (in shares) | 13,767 | ||||
Number of options forfeited (in shares) | 41,302 | ||||
Shares issued for share-based compensation (in shares) | 228,590 | ||||
Numbers of shares withheld for taxes (in shares) | 56,643 | ||||
Nonvested options outstanding (in shares) | 386,875 | 386,875 | |||
Nonvested options weighted average grant date fair value (in USD per share) | $ 5.51 | $ 5.51 | |||
Stock compensation expense | $ 1,813 | $ 1,050 | $ 5,003 | $ 2,225 | |
Unrecognized compensation expense for options | $ 1,800 | $ 1,800 | |||
Time-Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards granted (in shares) | 478,400 | ||||
Number of awards vested (in shares) | 213,180 | ||||
Number of awards forfeited (in shares) | 46,232 | ||||
Nonvested awards outstanding (in shares) | 1,071,721 | 1,071,721 | |||
Nonvested awards weighted average grant date fair value (in USD per share) | $ 12.78 | $ 12.78 | |||
Stock compensation expense | $ 1,000 | $ 2,900 | |||
Compensation expense for awards, associated tax benefits | 0 | 200 | |||
Unrecognized compensation expense for awards | $ 11,400 | $ 11,400 | |||
Unrecognized compensation expense, period for recognition | 2 years 10 months 24 days | ||||
Market-Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards granted (in shares) | 302,182 | 302,182 | |||
Number of awards forfeited (in shares) | 7,485 | ||||
Nonvested awards outstanding (in shares) | 294,697 | 294,697 | |||
Nonvested awards weighted average grant date fair value (in USD per share) | $ 13.22 | $ 13.22 | |||
Stock compensation expense | $ 300 | $ 700 | |||
Compensation expense for awards, associated tax benefits | 0 | 100 | |||
Unrecognized compensation expense for awards | $ 3,200 | $ 3,200 | |||
Unrecognized compensation expense, period for recognition | 2 years 6 months | ||||
Performance period | 3 years | ||||
Minimum payout percentage | 0.00% | 0.00% | |||
Maximum payout percentage | 150.00% | 150.00% | |||
Target payout percentage | 100.00% | 100.00% | |||
Target performance threshold | 50.00% | 50.00% | |||
Minimum performance threshold | 25.00% | 25.00% | |||
Maximum performance threshold | 75.00% | 75.00% | |||
Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards granted (in shares) | 52,755 | ||||
Number of awards vested (in shares) | 72,053 | ||||
Number of awards forfeited (in shares) | 0 | ||||
Nonvested awards outstanding (in shares) | 52,755 | 52,755 | |||
Nonvested awards weighted average grant date fair value (in USD per share) | $ 14.69 | $ 14.69 | |||
Stock compensation expense | $ 300 | $ 800 | |||
Compensation expense for awards, associated tax benefits | 0 | 100 | |||
Unrecognized compensation expense for awards | 600 | $ 600 | |||
Unrecognized compensation expense, period for recognition | 8 months 12 days | ||||
Stock Option Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense | 200 | $ 600 | |||
Compensation expense for awards, associated tax benefits | $ 0 | $ 100 | |||
Unrecognized compensation expense, period for recognition | 2 years 6 months |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Interest Rate Swap | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notational amount | $ 400,000,000 | $ 400,000,000 |
Loss Recognized in OCI | (700,000) | (8,600,000) |
Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss Reclassified from AOCI into income (Effective Portion) | $ (800,000) | $ (2,000,000) |
Derivatives - Outstanding Inter
Derivatives - Outstanding Interest Rate Swap Agreement (Details) - Interest Rate Swap - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Notational amount | $ 400,000,000 | |
Pay Rate | 3.06% | |
Receive Rate | 2.03% | 2.44% |
Derivatives - Location and Fair
Derivatives - Location and Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet (Details) - Interest Rate Swap - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Accrued liabilities | $ 4,980 | $ 1,709 |
Other long-term liabilities | $ 11,574 | $ 6,192 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019business_linesegment | |
Segment Reporting [Abstract] | |
Number of business lines | business_line | 1 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Modular leasing | $ 191,294 | $ 141,660 | $ 557,025 | $ 340,171 |
Revenue | 272,340 | 218,924 | 793,473 | 494,008 |
Costs: | ||||
Modular leasing | 58,168 | 39,215 | 160,476 | 93,506 |
Depreciation of rental equipment | 43,869 | 35,534 | 128,940 | 82,849 |
Gross profit | 103,426 | 80,946 | 311,976 | 186,507 |
Other selected data: | ||||
Adjusted EBITDA | 88,377 | 64,618 | 261,612 | 142,026 |
Selling, general and administrative expense | 68,159 | 71,897 | 213,267 | 164,845 |
Other depreciation and amortization | 3,707 | 3,720 | 9,878 | 7,726 |
Purchase of rental equipment and refurbishments | 47,789 | 46,742 | 160,877 | 111,505 |
Modular delivery and installation | ||||
Revenues: | ||||
Revenue | 61,883 | 46,777 | 168,643 | 104,440 |
Costs: | ||||
Cost of sales | 54,364 | 42,390 | 146,175 | 98,038 |
New units | ||||
Revenues: | ||||
Revenue | 11,536 | 20,920 | 38,064 | 33,584 |
Costs: | ||||
Cost of sales | 7,421 | 15,089 | 26,298 | 23,780 |
Rental units | ||||
Revenues: | ||||
Revenue | 7,627 | 9,567 | 29,741 | 15,813 |
Costs: | ||||
Cost of sales | 5,092 | 5,750 | 19,608 | 9,328 |
Modular – US | Operating Segments | ||||
Revenues: | ||||
Modular leasing | 173,423 | 128,007 | 506,703 | 306,920 |
Revenue | 247,701 | 197,625 | 718,038 | 444,525 |
Costs: | ||||
Modular leasing | 53,601 | 36,204 | 148,567 | 85,766 |
Depreciation of rental equipment | 39,283 | 31,702 | 114,957 | 72,606 |
Gross profit | 94,257 | 73,007 | 284,336 | 169,556 |
Other selected data: | ||||
Adjusted EBITDA | 80,424 | 58,454 | 238,572 | 129,170 |
Selling, general and administrative expense | 61,484 | 66,102 | 192,042 | 150,248 |
Other depreciation and amortization | 3,415 | 3,403 | 9,033 | 6,962 |
Purchase of rental equipment and refurbishments | 44,951 | 43,007 | 153,113 | 104,462 |
Modular – US | Operating Segments | Modular delivery and installation | ||||
Revenues: | ||||
Revenue | 56,005 | 41,830 | 155,284 | 93,190 |
Costs: | ||||
Cost of sales | 49,229 | 37,782 | 132,929 | 87,032 |
Modular – US | Operating Segments | New units | ||||
Revenues: | ||||
Revenue | 10,774 | 19,193 | 35,204 | 30,157 |
Costs: | ||||
Cost of sales | 7,016 | 13,905 | 24,404 | 21,347 |
Modular – US | Operating Segments | Rental units | ||||
Revenues: | ||||
Revenue | 7,499 | 8,595 | 20,847 | 14,258 |
Costs: | ||||
Cost of sales | 4,315 | 5,025 | 12,845 | 8,218 |
Modular – Other North America | Operating Segments | ||||
Revenues: | ||||
Modular leasing | 17,871 | 13,653 | 50,322 | 33,251 |
Revenue | 24,639 | 21,299 | 75,435 | 49,483 |
Costs: | ||||
Modular leasing | 4,567 | 3,011 | 11,909 | 7,740 |
Depreciation of rental equipment | 4,586 | 3,832 | 13,983 | 10,243 |
Gross profit | 9,169 | 7,939 | 27,640 | 16,951 |
Other selected data: | ||||
Adjusted EBITDA | 7,953 | 6,164 | 23,040 | 12,856 |
Selling, general and administrative expense | 6,675 | 5,795 | 21,225 | 14,597 |
Other depreciation and amortization | 292 | 317 | 845 | 764 |
Purchase of rental equipment and refurbishments | 2,838 | 3,735 | 7,764 | 7,043 |
Modular – Other North America | Operating Segments | Modular delivery and installation | ||||
Revenues: | ||||
Revenue | 5,878 | 4,947 | 13,359 | 11,250 |
Costs: | ||||
Cost of sales | 5,135 | 4,608 | 13,246 | 11,006 |
Modular – Other North America | Operating Segments | New units | ||||
Revenues: | ||||
Revenue | 762 | 1,727 | 2,860 | 3,427 |
Costs: | ||||
Cost of sales | 405 | 1,184 | 1,894 | 2,433 |
Modular – Other North America | Operating Segments | Rental units | ||||
Revenues: | ||||
Revenue | 128 | 972 | 8,894 | 1,555 |
Costs: | ||||
Cost of sales | $ 777 | $ 725 | $ 6,763 | $ 1,110 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Loss from operations before income tax | $ (458) | $ (43,236) | $ (24,196) | $ (56,757) |
Loss on extinguishment of debt | 0 | 0 | 7,244 | 0 |
Interest expense | 30,857 | 43,447 | 95,353 | 67,321 |
Depreciation and amortization | 47,576 | 39,254 | 138,818 | 90,575 |
Currency losses (gains), net | 234 | (425) | (436) | 1,171 |
Goodwill and other impairments | 5,076 | |||
Restructuring costs | 1,980 | 6,137 | 9,083 | 7,214 |
Integration costs | 5,483 | 7,453 | 23,863 | 14,868 |
Stock compensation expense | 1,813 | 1,050 | 5,003 | 2,225 |
Transaction costs | 10,672 | 14,790 | ||
Other expense (income) | 892 | 266 | 1,804 | 619 |
Adjusted EBITDA | 88,377 | 64,618 | 261,612 | 142,026 |
Operating Segments | Modular – US | ||||
Segment Reporting Information [Line Items] | ||||
Loss from operations before income tax | (1,768) | (44,519) | (26,866) | (55,360) |
Loss on extinguishment of debt | 7,244 | |||
Interest expense | 30,253 | 42,831 | 93,354 | 65,654 |
Depreciation and amortization | 42,699 | 35,105 | 123,991 | 79,568 |
Currency losses (gains), net | 45 | (112) | (160) | 159 |
Goodwill and other impairments | 4,507 | |||
Restructuring costs | 1,886 | 5,895 | 8,460 | 6,962 |
Integration costs | 4,609 | 7,443 | 21,221 | 14,858 |
Stock compensation expense | 1,813 | 1,050 | 5,003 | 2,225 |
Transaction costs | 10,490 | 14,539 | ||
Other expense (income) | 887 | 271 | 1,818 | 565 |
Adjusted EBITDA | 80,424 | 58,454 | 238,572 | 129,170 |
Operating Segments | Modular – Other North America | ||||
Segment Reporting Information [Line Items] | ||||
Loss from operations before income tax | 1,310 | 1,283 | 2,670 | (1,397) |
Loss on extinguishment of debt | 0 | |||
Interest expense | 604 | 616 | 1,999 | 1,667 |
Depreciation and amortization | 4,877 | 4,149 | 14,827 | 11,007 |
Currency losses (gains), net | 189 | (313) | (276) | 1,012 |
Goodwill and other impairments | 569 | |||
Restructuring costs | 94 | 242 | 623 | 252 |
Integration costs | 874 | 10 | 2,642 | 10 |
Stock compensation expense | 0 | 0 | 0 | 0 |
Transaction costs | 182 | 251 | ||
Other expense (income) | 5 | (5) | (14) | 54 |
Adjusted EBITDA | $ 7,953 | $ 6,164 | $ 23,040 | $ 12,856 |
Income (Loss) Per Share - Narra
Income (Loss) Per Share - Narrative (Details) - shares | Jan. 19, 2018 | Nov. 29, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Shares released from escrow (in shares) | 6,212,500 | |||||
Class A Common Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Shares placed in escrow (in shares) | 12,425,000 | |||||
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) | 534,188 | 589,257 | 386,875 | 589,257 | ||
Time-Based 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 | 1,071,721 | 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 | 52,755 | 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 | 22,183,513 | 44,750,000 | |||
Market-Based 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) | 294,697 | |||||
Market-Based Restricted Stock Units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Minimum payout percentage | 0.00% | 0.00% | ||||
Maximum payout percentage | 150.00% | 150.00% |
Income (Loss) Per Share - Recon
Income (Loss) Per Share - Reconciliation of Net Income (Loss) and Weighted-Average Shares of Common Stock Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator | ||||||||
Net income (loss) | $ 762 | $ (11,775) | $ (11,161) | $ (36,729) | $ 379 | $ (6,835) | $ (22,174) | $ (43,185) |
Net income (loss) attributable to non-controlling interest, net of tax | 273 | (3,210) | (1,449) | (3,715) | ||||
Net income (loss) attributable to WillScot | $ 489 | $ (33,519) | $ (20,725) | $ (39,470) | ||||
Denominator | ||||||||
Weighted average shares - basic (in shares) | 108,720,857 | 90,726,920 | 108,646,741 | 82,165,909 | ||||
Average effect of dilutive securities: | ||||||||
Warrants (in shares) | 2,828,202 | 0 | 0 | 0 | ||||
Average shares outstanding - diluted (in shares) | 112,043,866 | 90,726,920 | 108,646,741 | 82,165,909 | ||||
Income (loss) per share | ||||||||
Net income (loss) per share attributable to WillScot common shareholders - basic (in USD per share) | $ 0 | $ (0.37) | $ (0.19) | $ (0.48) | ||||
Net income (loss) per share attributable to WillScot common shareholders - diluted (in USD per share) | $ 0 | $ (0.37) | $ (0.19) | $ (0.48) | ||||
RSAs | ||||||||
Average effect of dilutive securities: | ||||||||
Share-based compensation (in shares) | 5,614 | 0 | 0 | 0 | ||||
Time-Based RSUs | ||||||||
Average effect of dilutive securities: | ||||||||
Share-based compensation (in shares) | 272,622 | 0 | 0 | 0 | ||||
Market-Based RSUs | ||||||||
Average effect of dilutive securities: | ||||||||
Share-based compensation (in shares) | 216,571 | 0 | 0 | 0 |
Related Parties - Related Party
Related Parties - Related Party Balances Included in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Receivables due from affiliates | $ 44 | $ 122 |
Amounts due to affiliates | (147) | (1,379) |
Total related party liabilities, net | $ (103) | $ (1,257) |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Receivables due from affiliates | $ 44 | $ 44 | $ 122 | ||
Amounts due to affiliates | 147 | 147 | 1,379 | ||
Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Receivables due from affiliates | 100 | ||||
Purchases from affiliates | 1,100 | $ 1,200 | 4,300 | $ 3,000 | |
Affiliates | Algeco Global | |||||
Related Party Transaction [Line Items] | |||||
Amounts due to affiliates | $ 1,200 | ||||
Director | |||||
Related Party Transaction [Line Items] | |||||
Professional fees to affiliates | $ 600 | $ 100 | 1,200 | $ 1,100 | |
Insurance Program Claims | Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Reimbursements by affiliate | $ 400 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Leasing revenue from related parties | $ 81 | $ 104 | $ 232 | $ 629 |
Total related party income, net | 81 | 1,652 | 232 | 2,177 |
Rental units | ||||
Related Party Transaction [Line Items] | ||||
Rental unit sales to related parties | $ 0 | $ 1,548 | $ 0 | $ 1,548 |
Uncategorized Items - wsc-20190
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 345,000 |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 345,000 |