Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37552 | |
Entity Registrant Name | WILLSCOT MOBILE MINI HOLDINGS CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3430194 | |
Entity Address, Address Line One | 4646 E Van Buren St. | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85008 | |
City Area Code | 480 | |
Local Phone Number | 894-6311 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | WSC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 226,826,328 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001647088 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 26,934 | $ 24,937 |
Trade receivables, net of allowances for credit losses at March 31, 2021 and December 31, 2020 of $31,630 and $29,258, respectively | 322,425 | 330,942 |
Inventories | 24,132 | 21,655 |
Prepaid expenses and other current assets | 28,152 | 29,954 |
Assets held for sale | 2,413 | 12,004 |
Total current assets | 404,056 | 419,492 |
Rental equipment, net | 2,928,682 | 2,933,722 |
Property, plant and equipment, net | 300,687 | 303,650 |
Operating lease assets | 229,260 | 232,094 |
Goodwill | 1,179,421 | 1,171,219 |
Intangible assets, net | 481,199 | 495,947 |
Other non-current assets | 15,570 | 16,081 |
Total long-term assets | 5,134,819 | 5,152,713 |
Total assets | 5,538,875 | 5,572,205 |
Liabilities and equity | ||
Accounts payable | 111,408 | 106,926 |
Accrued expenses | 133,036 | 141,672 |
Deferred revenue and customer deposits | 139,575 | 135,485 |
Current portion of long-term debt | 16,229 | 16,521 |
Operating lease liabilities - current | 48,366 | 48,063 |
Total current liabilities | 448,614 | 448,667 |
Long-term debt | 2,454,024 | 2,453,809 |
Deferred tax liabilities | 315,244 | 307,541 |
Operating lease liabilities - non-current | 180,823 | 183,761 |
Common stock warrant liabilities | 99,781 | 77,404 |
Other non-current liabilities | 34,500 | 37,150 |
Long-term liabilities | 3,084,372 | 3,059,665 |
Total liabilities | 3,532,986 | 3,508,332 |
Commitments and contingencies (see Note 17) | ||
Preferred Stock: $0.0001 par, 1,000,000 shares authorized and zero shares issued and outstanding at March 31, 2021 and December 31, 2020 | 0 | 0 |
Common Stock: $0.0001 par, 500,000,000 shares authorized and 226,815,146, and 229,038,158 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 23 | 23 |
Additional paid-in-capital | 3,782,649 | 3,852,291 |
Accumulated other comprehensive loss | (29,996) | (37,207) |
Accumulated deficit | (1,746,787) | (1,751,234) |
Total shareholders' equity | 2,005,889 | 2,063,873 |
Total liabilities and equity | $ 5,538,875 | $ 5,572,205 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Trade receivables, net of allowance | $ 31,630 | $ 29,258 |
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 226,815,146 | 229,038,158 |
Common stock outstanding (in shares) | 226,815,146 | 229,038,158 |
Preferred stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Leasing | $ 315,662 | $ 188,352 |
Total revenues | 425,323 | 255,821 |
Costs: | ||
Leasing | 69,895 | 49,809 |
Depreciation of rental equipment | 55,698 | 45,948 |
Gross profit | 213,380 | 106,190 |
Expenses: | ||
Selling, general and administrative | 116,485 | 65,537 |
Transaction costs | 844 | 9,431 |
Other depreciation and amortization | 18,324 | 3,074 |
Lease impairment expense and other related charges | 1,253 | 1,661 |
Restructuring costs | 3,142 | (60) |
Currency losses, net | 36 | 898 |
Other (income) expense, net | (1,988) | 276 |
Operating income | 75,284 | 25,373 |
Interest expense | 29,964 | 28,257 |
Fair value loss (gain) on common stock warrant liabilities | 27,207 | (95,329) |
Loss on extinguishment of debt | 3,185 | 0 |
Income before income tax | 14,928 | 92,445 |
Income tax expense | 10,481 | 790 |
Net income | 4,447 | 91,655 |
Net loss attributable to non-controlling interest, net of tax | 0 | (130) |
Net income attributable to WillScot Mobile Mini | $ 4,447 | $ 91,785 |
Earnings (loss) per share attributable to WillScot Mobile Mini common shareholders | ||
Basic (in USD per share) | $ 0.02 | $ 0.84 |
Diluted (in USD per share) | $ 0.02 | $ (0.05) |
Weighted average shares: | ||
Basic (in shares) | 228,293,197 | 109,656,646 |
Diluted (in shares) | 234,720,295 | 112,672,997 |
Delivery and installation | ||
Revenues: | ||
Revenues | $ 83,504 | $ 51,070 |
Costs: | ||
Cost of sales | 70,136 | 43,865 |
New units | ||
Revenues: | ||
Revenues | 10,955 | 9,613 |
Total revenues | 10,955 | 9,613 |
Costs: | ||
Cost of sales | 7,109 | 6,203 |
Rental units | ||
Revenues: | ||
Revenues | 15,202 | 6,786 |
Total revenues | 15,202 | 6,786 |
Costs: | ||
Cost of sales | $ 9,105 | $ 3,806 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 4,447 | $ 91,655 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment, net of income tax expense of $0 and $0 for the three months ended March 31, 2021 and 2020, respectively | 5,034 | (21,144) |
Net gain (loss) on derivatives, net of income tax expense of $667 and $0 for the three months ended March 31, 2021 and 2020, respectively | 2,177 | (8,758) |
Total other comprehensive income (loss) | 7,211 | (29,902) |
Comprehensive income | 11,658 | 61,753 |
Comprehensive loss attributable to non-controlling interest | 0 | (2,833) |
Total comprehensive income attributable to WillScot Mobile Mini | $ 11,658 | $ 64,586 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment, income tax expense (benefit) | $ 0 | $ 0 |
Net losses on derivatives, tax benefit | $ 667 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Shareholders' Equity | Non-Controlling Interest | Class A Common StockCommon Stock | Class B Common StockCommon Stock | ||
Beginning balance (in shares) at Dec. 31, 2019 | 108,819,000 | [1] | 8,024,000 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 555,199 | $ 2,378,733 | $ (62,775) | $ (1,825,361) | $ 490,609 | $ 64,590 | $ 11 | [1] | $ 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 91,655 | 91,785 | 91,785 | (130) | |||||||
Total other comprehensive income (loss) | (29,902) | (27,199) | (27,199) | (2,703) | |||||||
Stock-based compensation and issuance of Common Stock from vesting (in shares) | [1] | 239,000 | |||||||||
Stock-based compensation and issuance of Common Stock from vesting | 1,787 | 1,787 | 1,787 | ||||||||
Issuance of Common Stock from the exercise of options and warrants (in shares) | [1] | 1,497,000 | |||||||||
Receipts from issuance of Common Stock from warrant exercises and redemptions | 28,958 | 28,958 | 28,958 | $ 0 | [1] | ||||||
Withholding taxes on net share settlement of stock-based compensation | (673) | (673) | (673) | ||||||||
Ending balance (in shares) at Mar. 31, 2020 | 110,555,000 | [1] | 8,024,000 | ||||||||
Ending Balance at Mar. 31, 2020 | $ 647,024 | 2,408,805 | (89,974) | (1,733,576) | 585,267 | $ 61,757 | $ 11 | [1] | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 229,038,158 | 229,038,000 | |||||||||
Beginning balance at Dec. 31, 2020 | 3,852,291 | (37,207) | (1,751,234) | 2,063,873 | $ 23 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | $ 4,447 | 4,447 | 4,447 | ||||||||
Total other comprehensive income (loss) | 7,211 | 7,211 | 7,211 | ||||||||
Stock-based compensation and issuance of Common Stock from vesting (in shares) | 229,000 | ||||||||||
Stock-based compensation and issuance of Common Stock from vesting | 4,951 | 4,951 | |||||||||
Repurchase and cancellation of options and warrants (in shares) | 2,793,000 | ||||||||||
Repurchase and cancellation of Common Stock and warrants | $ 76,788 | $ 0 | 76,788 | ||||||||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 570,197 | 341,000 | |||||||||
Receipts from issuance of Common Stock from warrant exercises and redemptions | 5,414 | 5,414 | $ 0 | ||||||||
Withholding taxes on net share settlement of stock-based compensation | $ (3,219) | (3,219) | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 226,815,146 | 226,815,000 | |||||||||
Ending Balance at Mar. 31, 2021 | $ 3,782,649 | $ (29,996) | $ (1,746,787) | $ 2,005,889 | $ 23 | ||||||
[1] | (1) See Note 1 for information regarding the Company's conversion of Class A Common Stock to Common Stock on July 1, 2020 concurrent with the Merger. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net income | $ 4,447 | $ 91,655 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 74,855 | 49,764 |
Provision for credit losses | 8,516 | 3,392 |
Gain on sale of rental equipment and other property, plant and equipment | (8,128) | (2,980) |
Amortization of debt discounts and debt issuance costs | 3,565 | 2,896 |
Fair value loss (gain) on common stock warrant liabilities | 27,207 | (95,329) |
Loss on extinguishment of debt | 3,185 | 0 |
Stock-based compensation expense | 4,951 | 1,787 |
Deferred income tax benefit | 8,057 | 684 |
Unrealized currency losses (gains), net | (64) | 891 |
Changes in operating assets and liabilities: | ||
Trade receivables | 341 | 636 |
Inventories | (2,452) | 281 |
Prepaid and other assets | 2,995 | (5,701) |
Operating lease assets and liabilities | 183 | (280) |
Accrued interest | 3,394 | (3,540) |
Accounts payable and other accrued expenses | (13,096) | (9,760) |
Deferred revenue and customer deposits | 4,115 | 3,952 |
Net cash provided by operating activities | 122,071 | 38,348 |
Investing activities: | ||
Proceeds from sale of rental equipment | 15,202 | 6,786 |
Purchase of rental equipment and refurbishments | (52,535) | (39,648) |
Proceeds from the sale of property, plant and equipment | 13,729 | 3,840 |
Purchase of property, plant and equipment | (7,307) | (1,518) |
Net cash used in investing activities | (30,911) | (30,540) |
Financing activities: | ||
Receipts from issuance of Common Stock from the exercise of options | 5,414 | 4,580 |
Repurchase and cancellation of Common Stock and warrants | (81,618) | 0 |
Receipts from borrowings | 162,000 | 35,793 |
Repayment of borrowings | (166,112) | (45,282) |
Payment of debt extinguishment premium costs | (1,950) | 0 |
Principal payments on finance lease obligations | (3,735) | 0 |
Taxes paid on employee stock awards | (3,219) | (673) |
Net cash used in financing activities | (89,220) | (5,582) |
Effect of exchange rate changes on cash and cash equivalents | 57 | (629) |
Net change in cash and cash equivalents | 1,997 | 1,597 |
Cash and cash equivalents at the beginning of the period | 24,937 | 3,045 |
Cash and cash equivalents at the end of the period | 26,934 | 4,642 |
Supplemental cash flow information: | ||
Interest paid | 20,089 | 27,384 |
Income taxes paid, net | 588 | 4 |
Capital expenditures accrued or payable | $ 25,975 | $ 22,345 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini” and, together with its subsidiaries, the “Company”) is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada, Mexico and the United Kingdom ("UK"). The Company also maintains a fleet of specialty containment products, including liquid and solid containment solutions. The Company leases, sells, delivers and installs mobile solutions and storage products through an integrated network of branch locations that spans North America and the UK. On July 1, 2020, WillScot Corporation, a Delaware corporation (“WillScot”), and Mobile Mini, Inc. (“Mobile Mini”) merged (the “Merger”). Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.” and filed an amended and restated certificate of incorporation (the "A&R Charter"), which reclassified all outstanding shares of WillScot Class A Common Stock and converted such shares into shares of Common Stock, par value $0.0001 per share, of WillScot Mobile Mini ("WillScot Mobile Mini Common Stock"). The WillScot Class A Common Stock was listed on the Nasdaq Capital Market (Nasdaq: WSC) up until the Merger, and the WillScot Mobile Mini Common Stock has been listed on the Nasdaq Capital Market (Nasdaq: WSC) since the Merger. As used herein, the term “Common Stock” or “the Company’s Common Stock” refers to WillScot Class A Common Stock prior to filing of the A&R Charter on July 1, 2020 and to WillScot Mobile Mini Common Stock as of and following the filing of the A&R Charter July 1, 2020. The preparation of financial statements in accordance with US Generally Accepted Accounting Principles (“GAAP”) requires that our condensed consolidated financial statements and most of the disclosures in these notes be presented on a historical basis. Unless the context otherwise requires, the terms “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot Mobile Mini, when referring to periods on or after July 1, 2020 (after the Merger). Basis of Presentation and Principles of Consolidation 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 GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Subsidiaries are fully consolidated from the dat e of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. The results of operations for the three months ended March 31, 2021 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 the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020. Restatement of Previously Reported Financial Statements The notes included herein should be read in conjunction with the Company's restated audited consolidated financial statements included in the Company's Annual Report on Form 10-K/A filed with the SEC on May 10, 2021 (the "2020 Form 10-K/A"). As previously disclosed in the 2020 Form 10-K/A, the Company restated its previously issued consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 to make the necessary accounting adjustments related to warrant accounting. The Company has restated herein its condensed consolidated financial statements for the quarter ended March 31, 2020 and related amounts within the accompanying footnotes to the condensed consolidated financial statements. For the quarter ended March 31, 2020, restated net income attributable to WillScot Mobile Mini is $91.8 million, an increase of $95.3 million from the previously disclosed net loss of $3.5 million. Recently Issued and Adopted Accounting Standards Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848) , which is elective, and provides for optional expedients and exceptions for applying GAAP to contracts, hedging relationsh ips, and other transactions affected by reference rate reform if certain criteria are met. The Company is currently evaluating the impact of reference rate reform and the potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and does not expect the impact to be material. In August 2020, the FASB issued ASU 2020-06, Debt, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) . The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of the pronouncement on its consolidated financial statements. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Mobile Mini Merger Purchase Price Upon completion of the Merger on July 1, 2020, each issued and outstanding share of Mobile Mini Common Stock, par value $0.01 per share, converted to 2.405 shares of WillScot Class A Common Stock, par value $0.0001 per share, and cash in lieu of any fractional shares. The Company issued 106,426,721 shares of Class A Common Stock to Mobile Mini stockholders as consideration for the Merger. The trading price of the Class A Common Stock was $12.53 per share on the closing date. In addition, Mobile Mini stock options converted into WillScot Mobile Mini stock options. The purchase price was determined as follows: (in thousands, except share and per share data) July 1, 2020 Mobile Mini Common Stock outstanding 44,252,275 Share conversion ratio 2.405 Common Stock issued 106,426,721 Common Stock per share price as of July 1, 2020 $ 12.53 Fair value of shares of WillScot Class A Common Stock issued $ 1,333,527 Cash paid for fractional shares 30 Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options 19,279 Total purchase price $ 1,352,836 The Merger was accounted for using the acquisition method of accounting, and WillScot was considered the accounting acquirer. Under the acquisition method of accounting, the Company assigned the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the closing date. The excess of the purchase price over those fair values was recorded as goodwill. The purchase price for the Merger was assigned to the underlying assets acquired and liabilities assumed based upon their fair values at the date of acquisition, July 1, 2020. The Company recorded the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, contributory asset charges, and estimates made by management. The following table summarizes the July 1, 2020 preliminary fair values of the assets acquired and liabilities assumed. The final assignment of the fair value of the Merger, including the final valuation of acquired rental equipment, intangible assets and the related deferred tax liability and the final assignment of goodwill to reporting units, was not complete at March 31, 2021, but will be finalized within the allowable one-year measurement period. Opening Balance Sheet (in thousands) July 1, 2020 Cash and cash equivalents $ 17,203 Trade receivables 87,492 Inventories 8,987 Prepaid expenses and other current assets 13,717 Rental equipment 1,033,190 Property, plant and equipment 161,401 Operating lease assets 92,054 Intangible assets 374,500 (a) Goodwill identified 936,173 Other non-current assets 2,519 Total identifiable assets acquired $ 2,727,236 Accounts payable (29,797) Accrued expenses (40,235) Deferred revenue and customer deposits (38,846) Operating lease liabilities (89,968) Debt and finance lease liabilities (897,244) Deferred tax liabilities (276,882) Other long-term liabilities (1,428) Total liabilities assumed (1,374,400) Purchase Price $ 1,352,836 (a) The initial fair value estimates were calculated using preliminary estimates and assumptions which have been updated in the current reporting period as additional information was obtained during the measurement period. The underlying assets have been adjusted from those previously recorded accordingly. Intangible assets were reduced by approximately $8.0 million from amounts reported at December 31, 2020. Mobile Mini generated $159.1 million of revenue and $26.9 million of pre-tax income in the three months ended March 31, 2021, which is included in the condensed consolidated financial statements of operations. The pro forma results presented below give effect to the following as if they occurred on January 1, 2019: (i) The Merger (ii) Borrowings under the Company's 2025 Secured Notes and 2020 ABL Facility (both as defined in Note 9) used to repay certain debt in connection with the Merger (iii) Extinguishment of the Mobile Mini revolving credit facility and senior notes assumed in the Merger and immediately repaid (iv) Extinguishment of WillScot's 2017 ABL Facility and WillScot's 2022 Secured Notes (both as defined in Note 9) repaid in connection with the Merger (v) Elimination of WillScot's non-controlling interest and WillScot's Class B common stock in connection with the Merger. See Note 10 for further details. The pro forma information is not necessarily indicative of the Company’s results of operations had the Merger been completed on January 1, 2019, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies, synergies, or revenue opportunities that could result from the Merger. The Company's results of operations for the three months ended March 31, 2021 represent the activities of the Company after the Merger. As a result, there were no differences between pro forma results and actual results on a reported basis. The tables below present unaudited pro forma condensed combined statements of operations information for the three months ended March 31, 2020: (in thousands) Three Months Ended March 31, 2020 WillScot revenues $ 255,821 Mobile Mini revenues 150,576 Pro forma revenues $ 406,397 WillScot Mobile Mini income before income tax $ 92,445 (a) Mobile Mini income before income tax 14,907 Pro forma income before income tax 107,352 Pro forma adjustments to combined income before income tax: Elimination of Merger transaction costs 24,651 (b) Impact of fair value mark-ups on rental fleet depreciation (1,167) (c) Other depreciation expense and intangible asset amortization (5,669) (d) Interest expense (2,564) (e) Elimination of Mobile Mini interest 8,712 (f) Pro forma income before income tax 131,315 Income tax expense (13,506) (g) Pro forma net income $ 117,809 (a) Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange. See Note 10. (b) Eliminates discrete transaction costs incurred as a result of the Mobile Mini Merger. (c) Depreciation on rental equipment and property, plant and equipment were adjusted for the preliminary determination of the fair value of equipment acquired in the Mobile Mini Merger. (d) Represents the differential in other depreciation and amortization expense related to the provisional fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship estimated at $209,000 and a 13 year life. (e) In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at 6.125%, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility. Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility. See Note 9 for definitions of terms. (f) Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated. See Note 9 for definition of terms. (g) Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a US federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses. Transaction and Integration Costs |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Disaggregation Geographic Areas The Company had total revenue in the following geographic areas for the three months ended March 31, as follows: Three Months Ended (in thousands) 2021 2020 US $ 371,269 $ 235,328 Canada 23,584 16,706 Mexico 3,463 3,787 UK 27,007 — Total revenues $ 425,323 $ 255,821 Major Product and Service Lines Equipment leasing is the Company's core business. This includes rental modular space, portable space and tank and pump 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. Leasing is complemented by new unit 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 months ended March 31, was as follows: Three Months Ended (in thousands) 2021 2020 Modular space leasing revenue $ 169,952 $ 131,398 Portable storage leasing revenue 54,613 5,849 Tank and pump leasing revenue 15,760 — VAPS and third party leasing revenues (a) 62,426 41,002 Other leasing-related revenue (b) 12,911 10,103 Leasing revenue 315,662 188,352 Delivery and installation revenue 83,504 51,070 Total leasing and services revenue 399,166 239,422 New unit sales revenue 10,955 9,613 Rental unit sales revenue 15,202 6,786 Total revenues $ 425,323 $ 255,821 (a) Includes $6.2 million and $4.0 million of service revenue for the three months ended March 31, 2021 and 2020, respectively. (b) Includes primarily damage billings, delinquent payment charges, and other processing fees. Leasing and Services Revenue The majority of r evenue (73% and 72% for the three months ended March 31, 2021 and 2020, respectively) is generate d by rental income subject to the guidance of ASU 2018-11, Leases (Topic 842) ("ASC 842") . The remaining revenue for the three months ended March 31, 2021 and 2020 is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Receivables, Contract Assets and Liabilities As reflected above, approx imately 73% of the Company's rental revenue is generated by lease revenue subject to the guidance in ASC 842. The customers that are respo nsible for the remaining revenue accounted for under ASC 606 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. As the same customers generate the revenues that are accounted for under both ASC 606 and ASC 842, the discussions below on credit risk and the Company's allowance for credit losses address its total revenues. The Company's top five customers with the largest open receivables balances represented 5.0% of the total receivables balance as of March 31, 2021. As of March 31, 2021 and December 31, 2020, the Company had approximately $75.4 million and $74.1 million, respectively, 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 and are included in deferred revenue and customer deposits in the condensed consolidated balance sheets. During the three months ended March 31, 2021, $19.3 million of p reviously 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 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. The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions paid to its sales force. 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, therefore the commissions are expensed as incurred. Credit Losses The Company is exposed to credit losses from trade receivables generated through its leasing and sales business. The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review. The credit review considers expected billing exposure and timing for payment and the customer’s established credit rating. The Company performs its credit review of new customers at inception of the customer relationship and for existing customers when the customer transacts new leases after a defined period of dormancy. The Company also considers contract terms and conditions, country risk and business strategy in the evaluation. The Company monitors ongoing credit exposure through an active review of customer balances against contract terms and due dates. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. The allowances for credit losses reflect the estimate of the amount of receivables that the Company will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. This estimate could require change based on 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 allowances. Activity in the allowance for credit losses was as follows: Three Months Ended March 31, (in thousands) 2021 2020 Balance at beginning of year $ 29,258 $ 15,828 Net charges to bad debt expense and revenue 8,516 3,392 Write-offs (5,813) (2,744) Foreign currency translation and other (331) (5) Balance at end of period $ 31,630 $ 16,471 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases As of March 31, 2021, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2021 (remaining) $ 45,902 $ 14,383 2022 53,179 17,655 2023 42,937 14,204 2024 34,899 11,283 2025 28,057 11,391 Thereafter 69,774 14,790 Total lease payments 274,748 83,706 Less: interest (45,559) (6,155) Present value of lease liabilities $ 229,189 $ 77,551 Finance lease liabilities are included within long-term debt and current portion of long-term debt on the condensed consolidated balance sheets. The Company’s lease activity during the three months ended March 31, 2021 and 2020 was as follows: (in thousands) Three Months Ended March 31, Financial Statement Line 2021 2020 Finance Lease Expense Amortization of finance lease assets $ 4,378 $ — Interest on obligations under finance leases 547 — Total finance lease expense $ 4,925 $ — Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,106 $ 1,602 Selling, general and administrative 14,472 7,885 Lease impairment expense and other related charges 596 684 Short-term lease expense Cost of leasing and services 6,379 7,300 Selling, general and administrative 552 386 Lease impairment expense and other related charges — 212 Variable lease expense Cost of leasing and services 1,802 1,832 Selling, general and administrative 1,838 867 Lease impairment expense and other related charges 176 287 Total operating lease expense $ 26,921 $ 21,055 Lease impairment expense and other related charges relate to closed locations that are no longer used in operations as a result of consolidation activities within the Company. During the three months ended March 31, 2021, the Company recorded $1.3 million in lease impairment expense and other related charges which is comprised of $0.5 million loss on lease exit and impairment charges and $0.8 million in closed location rent expense. During the three months ended March 31, 2020, the Company recorded $1.7 million in lease impairment expense and other related charges which is comprised of $0.5 million loss on lease exit and $1.2 million in closed location rent expense. Supplemental cash flow information related to leases for the three months ended March 31, 2021 and 2020 was as follows: (in thousands) Three Months Ended March 31, Supplemental Cash Flow Information 2021 2020 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 16,458 $ 10,108 Financing cash outflows from finance leases $ 4,320 $ — Right of use assets obtained in exchange for lease obligations $ 10,878 $ 13,270 Assets obtained in exchange for finance leases $ 3,366 $ — Weighted-average remaining operating lease terms and the weighted average discount rates as of March 31, 2021 and December 31, 2020 were as follows: Lease Terms and Discount Rates March 31, 2021 December 31, 2020 Weighted-average remaining lease term - operating leases 6.3 years 6.4 years Weighted-average discount rate - operating leases 5.6 % 5.7 % Weighted-average remaining lease term - finance leases 4.5 years 4.6 years Weighted-average discount rate - finance leases 2.9 % 2.9 % The Company presents information related to leasing revenues in Note 3. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at the respective balance sheet dates consisted of the following: (in thousands) March 31, 2021 December 31, 2020 Raw materials $ 21,665 $ 19,560 Finished units 2,467 2,095 Inventories $ 24,132 $ 21,655 |
Rental Equipment, net
Rental Equipment, net | 3 Months Ended |
Mar. 31, 2021 | |
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) March 31, 2021 December 31, 2020 Modular space units $ 2,556,286 $ 2,520,704 Portable storage units 940,653 931,363 Tank and pump products 134,445 132,071 Value added products 148,135 143,652 Total rental equipment 3,779,519 3,727,790 Less: accumulated depreciation (850,837) (794,068) Rental equipment, net $ 2,928,682 $ 2,933,722 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Balance at December 31, 2019 $ 235,177 Acquisition of Mobile Mini 928,974 Effects of movements in foreign exchange rates 7,068 Balance at December 31, 2020 1,171,219 Changes to purchase accounting - Mobile Mini 7,199 Effects of movements in foreign exchange rates 1,003 Balance at March 31, 2021 $ 1,179,421 As discussed further in Note 2, the Company acquired Mobile Mini on July 1, 2020. Goodwill was preliminarily allocated to the NA Modula r, NA Storage, UK Storage and Tank and Pump segments, as defined in Note 18, in the amounts of $285.0 million, $491.8 million, $59.2 million and $100.2 million, respectively. The Company expects to finalize the valuation of the acquired net assets of Mobile Mini, including the final assignment of goodwill to reporting units, within the one-year measurement period from the date of acquisition. The Company expects any adjustments to goodwill for financial reporting to be non-deductible for income tax purposes. |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Intangibles Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: March 31, 2021 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Trade name - ModSpace 0.4 $ 3,000 $ (2,625) $ 375 Mobile Mini customer relationships 7.3 209,000 (18,488) 190,512 Technology 5.3 1,500 (188) 1,312 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 502,500 $ (21,301) $ 481,199 December 31, 2020 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Trade name - ModSpace 0.7 $ 3,000 $ (2,375) $ 625 Mobile Mini customer relationships 8.0 217,000 (12,053) 204,947 Technology 5.5 1,500 (125) 1,375 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 510,500 $ (14,553) $ 495,947 As discussed in Note 2, the Company acquired Mobile Mini on July 1, 2020. The Company preliminarily recorded $164.0 million to indefinite-lived intangible assets and $210.5 million of intangibles subject to amortization related to Mobile Mini customer relationships and technology, respectively, in the NA Storage, UK Storage, and Tank and Pump segments. The Company expects to finalize the valuation of the acquired net assets of Mobile Mini, including the related intangible assets, within the one-year measurement period from the date of acquisition. The Company expects any adjustments to intangible assets for financial reporting to be non-deductible for income tax purposes. Based on the carrying value at March 31, 2021, future amortization of intangible assets is expected to be as follows for the years ended December 31: (in thousands) 2021 (remaining) $ 26,791 2022 26,416 2023 26,416 2024 26,416 2025 26,416 Thereafter 59,744 Total $ 192,199 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 December 31, 2020 2025 Secured Notes 6.125% 2025 $ 573,930 $ 637,068 ABL Facility (a) Varies 2025 1,326,988 1,263,833 2028 Secured Notes 4.625% 2028 491,784 491,555 Finance Leases Varies Varies 77,551 77,874 Total debt 2,470,253 2,470,330 Less: current portion of long-term debt 16,229 16,521 Total long-term debt $ 2,454,024 $ 2,453,809 (a) As of both March 31, 2021 and December 31, 2020, the Company had no outstanding principal borrowings on the Multicurrency Facility and $7.6 million and $7.9 million, respectively, of related debt issuance costs. No related debt issuance costs were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $7.6 million and $7.9 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheets. Asset Backed Lending Facilities ("ABL Facility") On November 29, 2017, Williams Scotsman Holdings Corp ("Holdings"), Williams Scotsman International, Inc. ("WSII") and certain of its subsidiaries entered into an ABL credit agreement (the “2017 ABL Facility”), as amended, that provided a senior secured revolving credit facility that matured on May 29, 2022. The 2017 ABL Facility consisted of (i) a $1.3 billion asset-backed revolving credit facility for WSII and certain of its domestic subsidiaries (the "2017 US ABL Facility"), (ii) a $140.0 million asset-based revolving credit facility (the "2017 Canadian ABL Facility") for certain Canadian subsidiaries of WSII, and (iii) an accordion feature that permitted 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 2017 ABL Facility. On July 1, 2020, in connection with the completion of the Merger, Holdings, WSII, and certain of its subsidiaries, entered into a new asset-based credit agreement, that provides for revolving credit facilities in the aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $2.0 billion (the “US Facility”), available to WSII and certain of its subsidiaries (collectively, the “US Borrowers”), and (ii) a $400 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility" together with the US Facility, the “2020 ABL Facility”), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros by the US Borrowers, and certain of WSII’s wholly-owned subsidiaries organized in Canada and in the UK. On July 1, 2020, in connection with the completion of the Merger, approximately $1.5 billion of proceeds from the 2020 ABL Facility were used to repay the 2017 ABL Facility and the asset-backed lending facility assumed in the transaction with Mobile Mini, as well as to pay fees and expenses related to the Merger and the debt financing transactions. In connection with the repayment of the 2017 ABL facility, the Company wrote off $4.4 million of deferred financing costs to loss on extinguishment of debt in the third quarter of 2020. The 2020 ABL Facility matures July 1, 2025. Borrowings under the 2020 ABL Facility initially bear interest at (i) in the case of US Dollars, at WSII’s option, either an adjusted LIBOR rate plus 1.875% or an alternative base rate plus 0.875%, (ii) in the case of Canadian Dollars, at WSII’s option, either a Canadian BA rate plus 1.875% or Canadian prime rate plus 0.875%, and (iii) in the case of Euros and British Pounds Sterling, an adjusted LIBOR rate plus 1.875%. The 2020 ABL Facility requires the payment of an annual commitment fee on the unused available borrowings of 0.225% per annum . At March 31, 2021 , t he weighted average interest rate for borrowings under the 2020 ABL Faci lity was 1.99%. T he weighted average interest rate on the balance outstanding as of March 31, 2021, as adjusted for the effects of the interest rate swap agreements was 2.85%. Refer to Note 16 for a more detailed discussion on interest rate management. Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate Revolver Commitments and (ii) the Line Cap. At March 31, 2021, the Line Cap was $2.4 billion and the Borrowers had $1.0 billion of available borrowing capacity under the 2020 ABL Facility, including $620.4 million under the US Facility and $400.0 million under the Multicurrency Facility. Borrowing capacity under the 2020 ABL Facility is made available for up to $205.9 million of letters of credit and up to $170.0 million of swingline loans. At March 31, 2021, letters of credit and bank guarantees carried fees of 2.00%. The Company had issued $14.1 million of standby letters of credit under the 2020 ABL Facility at March 31, 2021. The Company had $1.4 billion outstanding principal under the 2020 ABL Facility at March 31, 2021. Debt issuance costs of $38.5 million were included in the carrying value of the 2020 ABL Facility at March 31, 2021. 2022 Senior Secured Notes WSII had $270.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured Notes”). In connection with the Merger and related financing transactions in the third quarter of 2020, using proceeds from the 2025 Secured Notes discussed below, the Company redeemed all of its 2022 Secured Notes. 2023 Senior Secured Notes WSII had $490.0 million of 6.875% senior secured notes due August 15, 2023 (the “2023 Secured Notes”). On August 11, 2020, WSII redeemed 10% of the outstanding principal amount of the 2023 Secured Notes, $49.0 million. On August 25, 2020, the Company completed a private offering of its 2028 Secured Notes, discussed below, and used the offering proceeds to repay, along with expenses, the $441.0 million outstanding principal amount of its 2023 Secured Notes. 2025 Senior Secured Notes In anticipation of the Merger, on June 15, 2020, Picasso Finance Sub, Inc., a newly-formed indirect finance subsidiary (the “Finance Sub”) of the Company, completed a private offering of $650.0 million in aggregate principal amount of its 6.125% senior secured notes due 2025 (the “2025 Secured Notes”). Finance Sub was merged into WSII on July 1, 2020. The offering proceeds were used to repay the 2022 Secured Notes, repay Mobile Mini senior notes assumed in the acquisition and pay certain fees and expenses related to the Merger and the related financing transactions. On March 26, 2021, using cash on hand and borrowings on the 2020 ABL Facility, the Company redeemed 10% of the outstanding principal, $65.0 million, of its 2025 Secured Notes and recorded a loss on extinguishment of debt in the condensed consolidated statement of operations of $3.2 million comprised of a redemption premium of $1.9 million and write off of unamortized deferred financing fees of $1.3 million in the first quarter of 2021. The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125% per annum. Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020. Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $11.1 million as of March 31, 2021. 2028 Senior Secured Notes On August 25, 2020, the Company, completed a private offering of $500.0 million in aggregate principal amount of 4.625% senior secured notes due 2028 (the “2028 Secured Notes”). The 2028 Secured Notes mature on August 15, 2028. They bear interest at a rate of 4.625% per annum. Interest is payable semi-annually on August 15 and February 15 of each year, beginning February 25, 2021. Unamortized deferred financing cost pertaining to the 2028 Secured Notes were $8.2 million as of March 31, 2021. The Company is in compliance with all debt covenants and restrictions for the aforementioned debt instruments as of March 31, 2021 and December 31, 2020. Finance Leases The Company maintains finance leases primarily related to transportation equipment. At March 31, 2021 and December 31, 2020, obligations under finance leases for certain real property and transportation related equipment were $77.6 million and $77.9 million, respectively. Refer to Note 4 for further information. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | Equity Common Stock On June 30, 2020, as contemplated by the Merger Agreement, Sapphire Holding S.à r.l. ("Sapphire Holdings"), an affiliate of TDR Capital LLP (“TDR Capital”), exchanged each of its shares of common stock of Holdings for 1.3261 shares of newly issued WillScot Class A Common Stock (the "Sapphire Exchange"). As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock"), were automatically canceled for no consideration and the existing exchange agreement was automatically terminated. As a result of the Sapphire Exchange, Sapphire Holdings became a wholly-owned subsidiary of WillScot. Sapphire Holdings received 10,641,182 shares of Common Stock of WillScot in the Sapphire Exchange. Prior to the Sapphire Exchange, Sapphire Holdings' ownership of Holdings was recorded as a non-controlling interest in the condensed consolidated financial statements. Subsequent to the Sapphire Exchange, the Company's subsidiaries are each wholly owned and there is no non-controlling interest. As a result of the Sapphire Exchange, non-controlling interest of $63.9 million was reclassified to $66.9 million of additional paid-in-capital and $(3.0) million to accumulated other comprehensive loss, on the condensed consolidated balance sheet. In connection with the Merger on July 1, 2020, the Company issued 106,426,722 shares of Class A Common Stock in exchange for Mobile Mini Common Stock outstanding and subsequently filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of the Class A Common Stock and converted such shares into shares of Common Stock, par value $0.0001 per share, of WillScot Mobile Mini. On March 1, 2021, the Company repurchased and cancelled 2,750,000 shares of its Common Stock from Sapphire Holdings. In connection with the stock compensation vesting events and stock option exercises described in Note 15, and the warrant exercises described below, the Company issued 570,197 shares of Common Stock during the three months ended March 31, 2021. Stock Repurchase Program On August 7, 2020, the Company's Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $250 million of its outstanding shares of Common Stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting, and other considerations. The Company may repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and is conducted subject to the covenants in the agreements governing the Company's indebtedness. During the three months ended March 31, 2021, the Company repurchased 3,056,217 shares of Common Stock and stock equivalents for $81.6 million, including the shares repurchased from Sapphire Holdings noted above. As of March 31, 2021, $133.9 million of the approved repurchase pool remains available. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2021 and 2020 were as follows: (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive income (loss) before reclassifications 5,034 (760) 4,274 Reclassifications from AOCI to income — 2,937 2,937 Balance at March 31, 2021 $ (19,660) $ (10,336) $ (29,996) (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2019 $ (52,982) $ (9,793) $ (62,775) Other comprehensive loss before reclassifications (21,144) (10,330) (31,474) Reclassifications from AOCI to income — 1,572 1,572 Less other comprehensive loss attributable to non-controlling interest 1,913 790 2,703 Balance at March 31, 2020 $ (72,213) $ (17,761) $ (89,974) For the three months ended March 31, 2021 and 2020 , $2.9 million an d $1.6 million , respectively, was reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 16. Associated with these reclassifications, t he Company recorded a tax expense of $0.7 million and $0.0 million for the three months ended March 31, 2021 and 2020, respectively . Warrants 2015 Public Warrants WillScot was incorporated under the name Double Eagle Acquisition Corporation ("DEAC") on June 26, 2015. On November 29, 2017, DEAC acquired Williams Scotsman International, Inc. (“WSII”) from Algeco Scotsman Global S.à.r.l., which is majority owned by an investment fund managed by TDR Capital (the “Business Combination”). In connection with the Business Combination, DEAC domesticated to Delaware and changed its name to WillScot Corporation. As part of its initial public offering, DEAC issued warrants (the “2015 Public Warrants”). Each 2015 Public Warrant entitled the holder to purchase one-half of one share of Common Stock at a price of $5.75 per half share (or $11.50 per whole share), subject to adjustment. On January 24, 2020, the Company delivered a notice (the "Redemption Notice") to redeem all of its 2015 Public Warrants that remained unexercised on February 24, 2020. As further described in the Redemption Notice and permitted under the Warrant Agreement, holders of these warrants who exercised them following the date of the Redemption Notice were required to do so on a cashless basis. From January 1, 2020 through January 24, 2020, 796,610 warrants were exercised for cash, resulting in the Company receiving cash proceeds of $4.6 million and the Company issuing 398,305 shares of the Company's Class A Common Stock. After January 24, 2020 through February 24, 2020, 5,836,048 warrants were exercised on a cashless basis. An aggregate of 1,097,162 shares of the Company's Class A Common Stock was issued in connection with these exercises. Thereafter, the Company completed the redemption of 38,509 remaining warrants under the Redemption Notice for $0.01 per warrant. At March 31, 2020, no Public Warrants were outstanding. 2015 Private Warrants DEAC also issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”). Each 2015 Private Warrant entitles the holder to purchase one-half of one share of Common Stock at a price of $5.75 per half share (or $11.50 per whole share), subject to adjustment. Additionally, if held by certain original investors (or their permitted assignees), the 2015 Private Warrants may be exercised on a cashless basis and are not subject to redemption. The 2015 Private Warrants expire on November 29, 2022. During the three months ended March 31, 2021, 630,000 2015 Private Warrants were repurchased for $4.8 million and cancelled. 2018 Warrants In connection with the Modular Space Holdings ("ModSpace") acquisition in 2018, WillScot issued warrants to purchase approximately 10.0 million shares of Common Stock (the "2018 Warrants") to former shareholders of ModSpace. Each 2018 Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price of $15.50 per share, subject to potential adjustment. During the three months ended March 31, 2021, 203,161 2018 Warrants were repurchased for $2.0 million and cancelled. At March 31, 2021 , the Company had 9,527,080 2018 Warrants and 12,080,000 2015 Private Warrants outstanding. The Company accounted for its warrants in the following ways: (i) the 2015 Private Warrants as liabilities for all periods presented, (ii) the 2015 Public Warrants as liabilities through their final redemption in February 2020 and (iii) the 2018 Warrants as liabilities until June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled. The Company determined the following fair values for the outstanding common stock warrants recorded as liabilities: (in thousands) March 31, 2021 December 31, 2020 2015 Private Warrants $ 99,781 $ 77,404 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Warrants | Equity Common Stock On June 30, 2020, as contemplated by the Merger Agreement, Sapphire Holding S.à r.l. ("Sapphire Holdings"), an affiliate of TDR Capital LLP (“TDR Capital”), exchanged each of its shares of common stock of Holdings for 1.3261 shares of newly issued WillScot Class A Common Stock (the "Sapphire Exchange"). As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock"), were automatically canceled for no consideration and the existing exchange agreement was automatically terminated. As a result of the Sapphire Exchange, Sapphire Holdings became a wholly-owned subsidiary of WillScot. Sapphire Holdings received 10,641,182 shares of Common Stock of WillScot in the Sapphire Exchange. Prior to the Sapphire Exchange, Sapphire Holdings' ownership of Holdings was recorded as a non-controlling interest in the condensed consolidated financial statements. Subsequent to the Sapphire Exchange, the Company's subsidiaries are each wholly owned and there is no non-controlling interest. As a result of the Sapphire Exchange, non-controlling interest of $63.9 million was reclassified to $66.9 million of additional paid-in-capital and $(3.0) million to accumulated other comprehensive loss, on the condensed consolidated balance sheet. In connection with the Merger on July 1, 2020, the Company issued 106,426,722 shares of Class A Common Stock in exchange for Mobile Mini Common Stock outstanding and subsequently filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of the Class A Common Stock and converted such shares into shares of Common Stock, par value $0.0001 per share, of WillScot Mobile Mini. On March 1, 2021, the Company repurchased and cancelled 2,750,000 shares of its Common Stock from Sapphire Holdings. In connection with the stock compensation vesting events and stock option exercises described in Note 15, and the warrant exercises described below, the Company issued 570,197 shares of Common Stock during the three months ended March 31, 2021. Stock Repurchase Program On August 7, 2020, the Company's Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $250 million of its outstanding shares of Common Stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting, and other considerations. The Company may repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and is conducted subject to the covenants in the agreements governing the Company's indebtedness. During the three months ended March 31, 2021, the Company repurchased 3,056,217 shares of Common Stock and stock equivalents for $81.6 million, including the shares repurchased from Sapphire Holdings noted above. As of March 31, 2021, $133.9 million of the approved repurchase pool remains available. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2021 and 2020 were as follows: (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive income (loss) before reclassifications 5,034 (760) 4,274 Reclassifications from AOCI to income — 2,937 2,937 Balance at March 31, 2021 $ (19,660) $ (10,336) $ (29,996) (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2019 $ (52,982) $ (9,793) $ (62,775) Other comprehensive loss before reclassifications (21,144) (10,330) (31,474) Reclassifications from AOCI to income — 1,572 1,572 Less other comprehensive loss attributable to non-controlling interest 1,913 790 2,703 Balance at March 31, 2020 $ (72,213) $ (17,761) $ (89,974) For the three months ended March 31, 2021 and 2020 , $2.9 million an d $1.6 million , respectively, was reclassified from AOCI into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 16. Associated with these reclassifications, t he Company recorded a tax expense of $0.7 million and $0.0 million for the three months ended March 31, 2021 and 2020, respectively . Warrants 2015 Public Warrants WillScot was incorporated under the name Double Eagle Acquisition Corporation ("DEAC") on June 26, 2015. On November 29, 2017, DEAC acquired Williams Scotsman International, Inc. (“WSII”) from Algeco Scotsman Global S.à.r.l., which is majority owned by an investment fund managed by TDR Capital (the “Business Combination”). In connection with the Business Combination, DEAC domesticated to Delaware and changed its name to WillScot Corporation. As part of its initial public offering, DEAC issued warrants (the “2015 Public Warrants”). Each 2015 Public Warrant entitled the holder to purchase one-half of one share of Common Stock at a price of $5.75 per half share (or $11.50 per whole share), subject to adjustment. On January 24, 2020, the Company delivered a notice (the "Redemption Notice") to redeem all of its 2015 Public Warrants that remained unexercised on February 24, 2020. As further described in the Redemption Notice and permitted under the Warrant Agreement, holders of these warrants who exercised them following the date of the Redemption Notice were required to do so on a cashless basis. From January 1, 2020 through January 24, 2020, 796,610 warrants were exercised for cash, resulting in the Company receiving cash proceeds of $4.6 million and the Company issuing 398,305 shares of the Company's Class A Common Stock. After January 24, 2020 through February 24, 2020, 5,836,048 warrants were exercised on a cashless basis. An aggregate of 1,097,162 shares of the Company's Class A Common Stock was issued in connection with these exercises. Thereafter, the Company completed the redemption of 38,509 remaining warrants under the Redemption Notice for $0.01 per warrant. At March 31, 2020, no Public Warrants were outstanding. 2015 Private Warrants DEAC also issued warrants to purchase its Common Stock in a private placement concurrently with its initial public offering (the “2015 Private Warrants”). Each 2015 Private Warrant entitles the holder to purchase one-half of one share of Common Stock at a price of $5.75 per half share (or $11.50 per whole share), subject to adjustment. Additionally, if held by certain original investors (or their permitted assignees), the 2015 Private Warrants may be exercised on a cashless basis and are not subject to redemption. The 2015 Private Warrants expire on November 29, 2022. During the three months ended March 31, 2021, 630,000 2015 Private Warrants were repurchased for $4.8 million and cancelled. 2018 Warrants In connection with the Modular Space Holdings ("ModSpace") acquisition in 2018, WillScot issued warrants to purchase approximately 10.0 million shares of Common Stock (the "2018 Warrants") to former shareholders of ModSpace. Each 2018 Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price of $15.50 per share, subject to potential adjustment. During the three months ended March 31, 2021, 203,161 2018 Warrants were repurchased for $2.0 million and cancelled. At March 31, 2021 , the Company had 9,527,080 2018 Warrants and 12,080,000 2015 Private Warrants outstanding. The Company accounted for its warrants in the following ways: (i) the 2015 Private Warrants as liabilities for all periods presented, (ii) the 2015 Public Warrants as liabilities through their final redemption in February 2020 and (iii) the 2018 Warrants as liabilities until June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled. The Company determined the following fair values for the outstanding common stock warrants recorded as liabilities: (in thousands) March 31, 2021 December 31, 2020 2015 Private Warrants $ 99,781 $ 77,404 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded income tax expense of $10.5 million and $0.8 million for the three months ended March 31, 2021 and 2020, respectively. The Company’s effective tax rate for the three months ended March 31, 2021 and 2020 was 70.2% and 0.85%, respectively. The effective tax rate for the three months ended March 31, 2021 significantly differs from the US federal statutory rate of 21% primarily due to the permanent add-back related to the mark to market accounting on the Company’s warrants. The effective tax rate for the three months ended March 31, 2020 is significantly different form the US statutory rate of 21% primarily because the Company did not recognize benefits for its pre-tax losses due to valuation allowances. |
Fair Value Measures
Fair Value Measures | 3 Months Ended |
Mar. 31, 2021 | |
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, and other current liabilities approximate their carrying amounts. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at March 31, 2021 approximate their respective book values. Prior to their redemption, the Company’s 2015 Public Warrants traded in active markets. When classified as liabilities, warrants traded in active markets with sufficient trading volume represent Level 1 financial instruments as they are publicly traded in active markets and thus have observable market prices which are used to estimate the fair value adjustments for the related common stock warrant liabilities. When classified as liabilities, warrants not traded in active markets, or traded with insufficient volume, represent Level 3 financial instruments that are valued using a Black-Scholes option-pricing model to estimate the fair value adjustments for the related common stock warrant liabilities. The following table shows the carrying amounts and fair values of financial liabilities which are disclosed, but not measured, at fair value, including their levels in the fair value hierarchy: March 31, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ABL Facilities $ 1,326,986 $ — $ 1,365,500 $ — $ 1,263,833 $ — $ 1,304,612 $ — 2025 Secured Notes 573,930 — 621,873 — 637,068 — 694,876 — 2028 Secured Notes 491,784 — 508,395 — 491,555 — 518,820 — Total $ 2,392,700 $ — $ 2,495,768 $ — $ 2,392,456 $ — $ 2,518,308 $ — As of March 31, 2021, the carrying values of the ABL Facilities, the 2025 Secured Notes, and the 2028 Secured Notes include $38.5 million, $11.1 million, and $8.2 million, respectively, of unamortized debt issuance costs, which are presented as a direct reduction of the corresponding liability. As of December 31, 2020, the carrying value of the ABL Facilities, the 2025 Secured Notes, and the 2028 Secured Notes includes $40.8 million, $12.9 million, and $8.4 million, respectively, of unamortized debt issuance costs, which are presented as a direct reduction of the corresponding liability. The carrying value of the ABL Facilities, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair value of the 2025 Secured Notes and the 2028 Secured 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 16. The following table shows the carrying amounts and fair values of financial liabilities which are measured at fair value: March 31, 2021 December 31, 2020 (as restated) Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 2015 Private warrants $ 99,781 $ — $ — $ 99,781 $ 77,404 $ — $ — $ 77,404 Total $ 99,781 $ — $ — $ 99,781 $ 77,404 $ — $ — $ 77,404 Level 3 Disclosures When the 2015 Private Warrants and 2018 Warrants were classified as liabilities, the Company utilized a Black Scholes option-pricing model to value the warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of operations. The estimated fair value of the common stock warrant liability was determined using Level 3 inputs. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its ordinary shares based on historical volatility that matched the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipates to remain at zero. The 2018 Warrants were reclassified to equity at June 30, 2020, the date all issued and outstanding shares of the Company's Class B Common Stock were cancelled. As such, they were not recorded at fair value at at March 31, 2021. The following table provides quantitative information regarding Level 3 fair value measurements: March 31, 2021 March 31, 2020 (as restated) (in thousands) 2015 Private Warrants 2015 Private Warrants 2018 Warrants Stock Price $ 27.75 $ 10.13 $ 10.13 Strike Price $ 11.50 $ 11.50 $ 15.50 Expected Life 1.66 2.66 2.66 Volatility 43.62 % 42.27 % 42.27 % Risk Free rate 0.13 % 0.27 % 0.27 % Dividend yield — — — Fair value of warrants $ 16.52 $ 2.31 $ 1.39 The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2021: (in thousands) 2015 Private Warrants Balance - December 31, 2020 (as restated) $ 77,404 Repurchases (4,679) Measurement adjustments 27,056 Balance - March 31, 2021 $ 99,781 The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2020: (in thousands) 2015 Private Warrants 2018 Warrants Balance - December 31, 2019 $ 72,705 $ 58,369 Exercises — (41) Measurement adjustments (52,510) (44,475) Balance - March 31, 2020 $ 20,196 $ 13,853 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2021 | |
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 other than lease costs accounted for under ASC 842. 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 expense. The following is a summary of the activity in the Company’s restructuring accruals for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (in thousands) Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total Beginning balance $ 1,750 $ — $ 1,750 $ 447 $ — $ 447 Charges 3,142 — 3,142 (72) 12 (60) Cash payments (137) — (137) (207) — (207) Non-cash movements (1,437) — (1,437) — (12) (12) Ending balance $ 3,318 $ — $ 3,318 $ 168 $ — $ 168 The restructuring charges for the three months ended March 31, 2021 are primarily driven by termination costs as a result of the elimination of positions due to the Merger. The restructuring charges for the three months ended March 31, 2020 primarily relate to the termination of employees in connection with ModSpace acquisition. Segments ( as defined in Note 18 ) The $3.1 million of restructuring charges for the three months ended March 31, 2021 includes $1.0 million of charges related to the NA Modular segment, $0.7 million of charges related to the NA Storage segment, and $1.4 million of unallocated charges. Restructuring charges for the three months ended March 31, 2020 pertain to the NA Modular segment. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Prior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs"). On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger. The plan amended and restated in its entirety the 2017 Incentive Plan. As a result, all historical and future incentive awards to the Company's Board of Directors, executive officers and employees, as determined by the Company's Compensation Committee ("the Comp Committee"), are granted under the 2020 Incentive Plan. The 2020 Incentive Plan is administered by the Comp Committee. Under the 2020 Incentive Plan, the Comp Committee may grant an aggregate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards. Stock-based payments, including the grant of stock options, RSAs and RSUs, are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur. Stock-based compensation expense includes grants of stock options, time-based RSUs ("Time-Based RSUs") and performance-based RSUs ("Performance-Based RSUs", together with Time-Based RSUs, the "RSUs"). The 2020 Incentive Plan continues the former Market-Based RSUs renamed as "Performance-Based RSUs." RSUs are recognized in the financial statements based on their fair value. In addition, stock-based payments to non-executive directors include grants of RSAs. Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot Mobile Mini's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSUs market condition. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. Restricted Stock Awards The following table summarizes the Company's RSA activity for the three months ended March 31,: 2021 2020 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 57,448 $ 11.75 52,755 $ 14.69 Balance March 31, 57,448 $ 11.75 52,755 $ 14.69 Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations w as $0.2 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively. A t March 31, 2021, there was $0.1 million o f unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted avera ge vesting p e riod of 0.1 years. Time-Based RSUs The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31,: 2021 2020 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 1,125,766 $ 13.44 1,065,305 $ 12.78 Granted 405,505 27.20 174,020 16.78 Forfeited (33,238) 13.62 (15,106) 13.45 Vested (144,204) 12.92 (323,678) 12.93 Balance March 31, 1,353,829 $ 17.61 900,541 $ 13.49 Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $2.1 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, unrecognized compensation cost related to Time-Based RSUs totaled $24.0 million and is expected to be recognized over the remaining weighted average vesting period of 2.9 years. Included in restructuring costs for the three months ended 2021 was expense of approximately $1.1 million recognized as a result of the modification of certain RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer. Performance-Based RSUs The following table summarizes the Company's Performance-Based RSU award activity for the three months ended March 31,: 2021 2020 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 593,388 $ 14.88 288,281 $ 13.22 Granted 397,981 39.10 202,923 16.82 Forfeited (10,886) 14.70 (12,700) 14.70 Balance March 31, 980,483 $ 24.70 478,504 $ 14.71 Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $1.0 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, unrecognized compensation cost related to Performance-Based RSUs totaled $19.5 million a nd is expected to be recognized over the remaining vesting period of 2.1 years. Included in restructuring costs for the three months ended 2021 was expense of approximately $0.3 million recognized as a result of the modification of certain Performance-Based RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer. Performance-Based RSUs cliff 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 in an index at the grant date over the performance period of three years. For 2021 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 Index. The target number of RSUs may be adjusted from 0% to 200% based on the TSR attainment levels defined by the Company's Compensation Committee. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 200% (for performance above the 85% percentile). For grants in 2020 and prior, the TSR of the Company's Common Stock is compared to the TSR of constituents in the Russell 3000 Index. The target number of RSUs may be adjusted from 0% to 150% based on the TSR attainment levels defined by the Company's Compensation Committee. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 150% (for performance at or above the 75% percentile). Stock Options The following table summarizes the Company's stock option activity for the three months ended March 31,: WillScot Options Weighted-Average Exercise Price per Share Converted Weighted-Average Exercise Price per Share Balance December 31 , 2020 534,188 $ 13.60 2,031,455 $ 14.78 Forfeited — $ 13.60 (6,240) 12.19 Exercised — $ 13.60 (346,247) 15.89 Balance March 31, 2021 534,188 $ 13.60 1,678,968 14.57 Fully vested and exercisable options, December 31, 2020 267,094 $ 13.60 1,678,968 $ 14.57 Vested 133,547 $ 13.60 — $ — Fully vested and exercisable options, March 31, 2021 400,641 $ 13.60 1,678,968 $ — The following table summarizes the Company's stock option activity : WillScot Options Weighted-Average Exercise Price per Share Balance, December 31, 2019 534,188 $ 13.60 Balance, March 31, 2020 534,188 $ 13.60 Fully vested and exercisable options, December 31, 2019 133,547 $ 13.60 Vested 133,547 $ 13.60 Fully vested and exercisable options, March 31, 2020 267,094 $ 13.60 WillScot Options Com pensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, wa s $0.2 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021, unrecognized compensation cost related to stock option awards totaled $0.7 million and is expected to be recognized over the remaining vesting period of 1.0 year . |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DerivativesOn November 6, 2018, the Company 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. Under the terms of the Swap Agreement, the Company receives a floating rate equal to one-month LIBOR and makes payments based on a fixed rate of 3.06% on the notional amount. The receive rate under the terms of the Swap Agreement was 0.11% and 0.15% at March 31, 2021 and December 31, 2020, respectively. 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. 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 Account March 31, 2021 December 31, 2020 Cash Flow Hedges: Interest rate swap Accrued expenses $ 11,645 $ 11,619 Interest rate swap Other non-current liabilities $ 2,414 $ 5,308 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 March 31, 2021 and December 31, 2020, respectively, for contracts involving the same attributes and maturity dates. The following table discloses the impact of the interest rate swap, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statements of operations for the three months ended March 31,: (in thousands) 2021 2020 Gain (loss) recognized in OCI $ 2,844 $ (8,758) Location of gain (loss) recognized in income Interest expense Interest expense Gain (loss) reclassified from AOCI into income (effective portion) $ 2,937 $ (1,572) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments At March 31, 2021 and December 31, 2020 , commitments for the acquisition of rental equipment and property, plant and equipment were $9.9 million an d $5.0 million, respectively. Contingencies - Legal Claims The Company is involved in various lawsuits or claims in the ordinary course of business. Management believes 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 | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in four reportable segments as follows: North America Modular Solutions ("NA Modular"), North America Storage Solutions ("NA Storage"), United Kingdom Storage Solutions ("UK Storage") and Tank and Pump Solutions ("Tank and Pump"). 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. In connection with the Merger, the Company determined its reportable segments as discussed above and retrospectively adjusted prior year's presentation to conform to the current presentation of reportable segments. The Company defines EBITDA as net income (loss) plus interest (income) expense, income tax (benefit) expense, depreciation and amortization. The Company reflects the further adjustments to EBITDA ("Adjusted EBITDA") to exclude certain non-cash items and the effect of what the Company considers transactions or events not related to its core business operations. The Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA as shown in the reconciliation of the Company’s consolidated net income (loss) to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the 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 months ended March 31, 2021 and 2020, respectively. Consistent with the financial statements, the segment results do not include Mobile Mini's operations for the three months ended March 31, 2020. Please refer to the Management Discussion & Analysis of Financial Condition and Results of Operations included in this document, for pro forma results inclusive of Mobile Mini's financial results for periods prior to the Merger date. Three Months Ended March 31, 2021 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 199,608 $ 80,351 $ 18,721 $ 16,982 $ 315,662 Delivery and installation 48,680 21,365 6,750 6,709 83,504 Sales revenue: New units 7,460 2,184 871 440 10,955 Rental units 10,476 3,848 665 213 15,202 Total revenues 266,224 107,748 27,007 24,344 425,323 Costs: Cost of leasing and services: Leasing 51,075 10,733 4,296 3,791 69,895 Delivery and installation 44,705 15,740 4,091 5,600 70,136 Cost of sales: New units 4,874 1,341 589 305 7,109 Rental units 5,848 2,522 624 111 9,105 Depreciation of rental equipment 46,720 4,793 914 3,271 55,698 Gross profit $ 113,002 $ 72,619 $ 16,493 $ 11,266 $ 213,380 Other selected data: Adjusted EBITDA $ 97,371 $ 46,322 $ 11,064 $ 8,828 $ — $ 163,585 Selling, general and administrative expense (a) $ 62,350 $ 31,089 $ 6,343 $ 5,710 $ 11,837 $ 117,329 Purchases of rental equipment and refurbishments $ 39,135 $ 3,472 $ 6,770 $ 3,158 $ — $ 52,535 (a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations. Three Months Ended March 31, 2020 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 188,352 $ — $ — $ — $ 188,352 Delivery and installation 51,070 — — — 51,070 Sales revenue: New units 9,613 — — — 9,613 Rental units 6,786 — — — 6,786 Total revenues 255,821 — — — 255,821 Costs: Cost of leasing and services: Leasing 49,809 — — — 49,809 Delivery and installation 43,865 — — — 43,865 Cost of sales: New units 6,203 — — — 6,203 Rental units 3,806 — — — 3,806 Depreciation of rental equipment 45,948 — — — 45,948 Gross profit $ 106,190 $ — $ — $ — $ 106,190 Other selected data: Adjusted EBITDA $ 89,544 $ — $ — $ — $ — $ 89,544 Selling, general and administrative expense (a) $ 62,572 $ — $ — $ — $ 12,396 $ 74,968 Purchases of rental equipment and refurbishments $ 39,648 $ — $ — $ — $ — $ 39,648 (a) Includes both SG&A expense and Transaction costs from the condensed consolidated statement of operations. The following tables present a reconciliation of the Company’s income (loss) from operations to Adjusted EBITDA for the three months ended March 31, 2021 and 2020, respectively: Three Months Ended March 31, (in thousands) 2021 2020 (as restated) Net income (loss) $ 4,447 $ 91,655 Loss on extinguishment of debt 3,185 — Income tax expense 10,481 790 Interest expense 29,964 28,257 Depreciation and amortization 74,022 49,022 Fair value loss (gain) on common stock warrant liabilities 27,207 (95,329) Currency losses, net 36 898 Restructuring costs, lease impairment expense and other related charges 4,395 1,601 Transaction costs 844 9,431 Integration costs 7,342 1,685 Stock compensation expense 3,514 1,787 Other (1,852) (253) Adjusted EBITDA $ 163,585 $ 89,544 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to WillScot Mobile Mini by the weighted average number of shares of Common Stock outstanding during the period. The shares of Common Stock issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options or redemption of warrants were included in EPS based on the weighted average number of days in which they were vested and outstanding during the period. Prior to June 30, 2020, the Company had shares of Class B Common Stock which had no rights to dividends or distributions made by the Company and, in turn, were excluded from the EPS calculation. On June 30, 2020, the Sapphire Exchange was completed, and all shares of Class B Common Stock were cancelled, and Sapphire Holdings received 10,641,182 shares of Common Stock. Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that would occur if dilutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive. When liability-classified warrants are in the money and the impact of their inclusion on diluted EPS is dilutive, diluted EPS also assumes share settlement of such instruments through an adjustment to net income available to common stockholders for the fair value (gain) loss on common stock warrant liabilities and inclusion of the number of dilutive shares in the denominator. The following table reconciles net income attributable to WillScot Mobile Mini common shareholders and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation. Three Months Ended (in thousands) March 31, 2021 March 31, 2020 Numerator: Net income attributable to common shareholders - basic $ 4,447 $ 91,785 Fair value gain on common stock warrant liabilities — (96,984) Net income (loss) attributable to common shareholders - dilutive $ 4,447 $ (5,199) Denominator: Weighted average Common Shares outstanding - basic 228,293 109,657 Dilutive effect of shares outstanding Warrants 3,927 3,016 RSAs 51 — Time-based RSUs 645 — Performance-based RSUs 737 — Stock Options 1,067 — Weighted average Common Shares outstanding - dilutive 234,720 112,673 For the three months ended March 31, 2021, warrants representing 3,513,763 shares of Common Stock were excluded from the computation of diluted EPS because their effect would have been anti-dilutive. For the three months ended March 31, 2020, Class B Common Shares, Time-Based RSUs, Market-Based RSU's, RSAs, and warrants representing 10,641,182, 213,692, 316,579, 36,350 and 476,897 shares of Common Stock, respectively, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related party balances included in the Company’s condensed consolidated balance sheets at March 31, 2021 and December 31, 2020, consisted of the following: (in thousands) Financial Statement Line Item March 31, 2021 December 31, 2020 Receivables due from affiliates Trade receivables, net of allowances for credit losses $ 19 $ 30 Amounts due to affiliates Accrued expenses (506) (461) Total related party liabilities, net $ (487) $ (431) Related party transactions included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020, respectively, consisted of the following: Three Months Ended March 31, (in thousands) Financial Statement Line Item 2021 2020 Leasing revenue from related parties Leasing revenue $ 106 $ 417 Consulting expense to related party Selling, general & administrative expense (1,901) (838) Total related party expense, net $ (1,795) $ (421) On June 30, 2020, the Company completed the Sapphire Exchange, whereby Sapphire Holdings, an affiliate of TDR Capital, exchanged shares of Class B Common Stock for 10,641,182 shares of Class A Common Stock. As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock were automatically canceled for no consideration and the existing exchange agreement was automatically terminated. On August 22, 2018, WillScot’s majority stockholder, Sapphire Holdings, entered into a margin loan (the "Margin Loan"), which expires August 29, 2022, under which all of its shares of WillScot Mobile Mini Common Stock are pledged to secure borrowings of up to $125.0 million under the loan agreement. WillScot Mobile Mini is not a party to the loan agreement and has no obligations thereunder, but WillScot Mobile Mini delivered an issuer agreement to the lenders under which the Company has agreed to certain customary obligations relating to the shares pledged by Sapphire Holdings and, subject to applicable law and stock exchange rules, not to t ake any actions that are intended to materially hinder or delay the exercise of any remedies with respect to the pledged shares. As of March 31, 2021, 42,263,208 shares of WillScot Mobile Mini Common Stock, representing approximately 19% of WillScot Mobile Mini’s issued and outstanding Common Stock, were pledged by Sapphire Holdings under the Margin Loan. On March 1, 2021, the Company repurchased and cancelled 2,750,000 shares of its Common Stock from Sapphire Holdings. The Company purchased rental equipment from related party affiliates of $1.8 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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 GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. |
Principles of Consolidation | Subsidiaries are fully consolidated from the dat e 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. |
Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements The notes included herein should be read in conjunction with the Company's restated audited consolidated financial statements included in the Company's Annual Report on Form 10-K/A filed with the SEC on May 10, 2021 (the "2020 Form 10-K/A"). |
Recently Issued and Adopted Accounting Standards | Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848) , which is elective, and provides for optional expedients and exceptions for applying GAAP to contracts, hedging relationsh ips, and other transactions affected by reference rate reform if certain criteria are met. The Company is currently evaluating the impact of reference rate reform and the potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and does not expect the impact to be material. In August 2020, the FASB issued ASU 2020-06, Debt, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) . The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in the ASU are effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of the pronouncement on its consolidated financial statements. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Acquisition | The purchase price was determined as follows: (in thousands, except share and per share data) July 1, 2020 Mobile Mini Common Stock outstanding 44,252,275 Share conversion ratio 2.405 Common Stock issued 106,426,721 Common Stock per share price as of July 1, 2020 $ 12.53 Fair value of shares of WillScot Class A Common Stock issued $ 1,333,527 Cash paid for fractional shares 30 Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options 19,279 Total purchase price $ 1,352,836 Opening Balance Sheet (in thousands) July 1, 2020 Cash and cash equivalents $ 17,203 Trade receivables 87,492 Inventories 8,987 Prepaid expenses and other current assets 13,717 Rental equipment 1,033,190 Property, plant and equipment 161,401 Operating lease assets 92,054 Intangible assets 374,500 (a) Goodwill identified 936,173 Other non-current assets 2,519 Total identifiable assets acquired $ 2,727,236 Accounts payable (29,797) Accrued expenses (40,235) Deferred revenue and customer deposits (38,846) Operating lease liabilities (89,968) Debt and finance lease liabilities (897,244) Deferred tax liabilities (276,882) Other long-term liabilities (1,428) Total liabilities assumed (1,374,400) Purchase Price $ 1,352,836 (a) The initial fair value estimates were calculated using preliminary estimates and assumptions which have been updated in the current reporting period as additional information was obtained during the measurement period. The underlying assets have been adjusted from those previously recorded accordingly. Intangible assets were reduced by approximately $8.0 million from amounts reported at December 31, 2020. |
Schedule of Unaudited Pro Forma Information | The tables below present unaudited pro forma condensed combined statements of operations information for the three months ended March 31, 2020: (in thousands) Three Months Ended March 31, 2020 WillScot revenues $ 255,821 Mobile Mini revenues 150,576 Pro forma revenues $ 406,397 WillScot Mobile Mini income before income tax $ 92,445 (a) Mobile Mini income before income tax 14,907 Pro forma income before income tax 107,352 Pro forma adjustments to combined income before income tax: Elimination of Merger transaction costs 24,651 (b) Impact of fair value mark-ups on rental fleet depreciation (1,167) (c) Other depreciation expense and intangible asset amortization (5,669) (d) Interest expense (2,564) (e) Elimination of Mobile Mini interest 8,712 (f) Pro forma income before income tax 131,315 Income tax expense (13,506) (g) Pro forma net income $ 117,809 (a) Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange. See Note 10. (b) Eliminates discrete transaction costs incurred as a result of the Mobile Mini Merger. (c) Depreciation on rental equipment and property, plant and equipment were adjusted for the preliminary determination of the fair value of equipment acquired in the Mobile Mini Merger. (d) Represents the differential in other depreciation and amortization expense related to the provisional fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship estimated at $209,000 and a 13 year life. (e) In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at 6.125%, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility. Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility. See Note 9 for definitions of terms. (f) Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated. See Note 9 for definition of terms. (g) Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a US federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company had total revenue in the following geographic areas for the three months ended March 31, as follows: Three Months Ended (in thousands) 2021 2020 US $ 371,269 $ 235,328 Canada 23,584 16,706 Mexico 3,463 3,787 UK 27,007 — Total revenues $ 425,323 $ 255,821 The Company’s revenue by major product and service line for the three months ended March 31, was as follows: Three Months Ended (in thousands) 2021 2020 Modular space leasing revenue $ 169,952 $ 131,398 Portable storage leasing revenue 54,613 5,849 Tank and pump leasing revenue 15,760 — VAPS and third party leasing revenues (a) 62,426 41,002 Other leasing-related revenue (b) 12,911 10,103 Leasing revenue 315,662 188,352 Delivery and installation revenue 83,504 51,070 Total leasing and services revenue 399,166 239,422 New unit sales revenue 10,955 9,613 Rental unit sales revenue 15,202 6,786 Total revenues $ 425,323 $ 255,821 (a) Includes $6.2 million and $4.0 million of service revenue for the three months ended March 31, 2021 and 2020, respectively. (b) Includes primarily damage billings, delinquent payment charges, and other processing fees. |
Schedule of Accounts and Notes Receivable Allowances | Activity in the allowance for credit losses was as follows: Three Months Ended March 31, (in thousands) 2021 2020 Balance at beginning of year $ 29,258 $ 15,828 Net charges to bad debt expense and revenue 8,516 3,392 Write-offs (5,813) (2,744) Foreign currency translation and other (331) (5) Balance at end of period $ 31,630 $ 16,471 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | As of March 31, 2021, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2021 (remaining) $ 45,902 $ 14,383 2022 53,179 17,655 2023 42,937 14,204 2024 34,899 11,283 2025 28,057 11,391 Thereafter 69,774 14,790 Total lease payments 274,748 83,706 Less: interest (45,559) (6,155) Present value of lease liabilities $ 229,189 $ 77,551 |
Finance Lease, Liability, Fiscal Year Maturity | As of March 31, 2021, the undiscounted future lease payments for operating and finance lease liabilities were as follows: (in thousands) Operating Finance 2021 (remaining) $ 45,902 $ 14,383 2022 53,179 17,655 2023 42,937 14,204 2024 34,899 11,283 2025 28,057 11,391 Thereafter 69,774 14,790 Total lease payments 274,748 83,706 Less: interest (45,559) (6,155) Present value of lease liabilities $ 229,189 $ 77,551 |
Lease Activity | The Company’s lease activity during the three months ended March 31, 2021 and 2020 was as follows: (in thousands) Three Months Ended March 31, Financial Statement Line 2021 2020 Finance Lease Expense Amortization of finance lease assets $ 4,378 $ — Interest on obligations under finance leases 547 — Total finance lease expense $ 4,925 $ — Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,106 $ 1,602 Selling, general and administrative 14,472 7,885 Lease impairment expense and other related charges 596 684 Short-term lease expense Cost of leasing and services 6,379 7,300 Selling, general and administrative 552 386 Lease impairment expense and other related charges — 212 Variable lease expense Cost of leasing and services 1,802 1,832 Selling, general and administrative 1,838 867 Lease impairment expense and other related charges 176 287 Total operating lease expense $ 26,921 $ 21,055 Supplemental cash flow information related to leases for the three months ended March 31, 2021 and 2020 was as follows: (in thousands) Three Months Ended March 31, Supplemental Cash Flow Information 2021 2020 Cash paid for the amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 16,458 $ 10,108 Financing cash outflows from finance leases $ 4,320 $ — Right of use assets obtained in exchange for lease obligations $ 10,878 $ 13,270 Assets obtained in exchange for finance leases $ 3,366 $ — |
Weighted-Average Remaining Operating Lease Term and Weighted Average Discount Rate | Weighted-average remaining operating lease terms and the weighted average discount rates as of March 31, 2021 and December 31, 2020 were as follows: Lease Terms and Discount Rates March 31, 2021 December 31, 2020 Weighted-average remaining lease term - operating leases 6.3 years 6.4 years Weighted-average discount rate - operating leases 5.6 % 5.7 % Weighted-average remaining lease term - finance leases 4.5 years 4.6 years Weighted-average discount rate - finance leases 2.9 % 2.9 % |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at the respective balance sheet dates consisted of the following: (in thousands) March 31, 2021 December 31, 2020 Raw materials $ 21,665 $ 19,560 Finished units 2,467 2,095 Inventories $ 24,132 $ 21,655 |
Rental Equipment, net (Tables)
Rental Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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) March 31, 2021 December 31, 2020 Modular space units $ 2,556,286 $ 2,520,704 Portable storage units 940,653 931,363 Tank and pump products 134,445 132,071 Value added products 148,135 143,652 Total rental equipment 3,779,519 3,727,790 Less: accumulated depreciation (850,837) (794,068) Rental equipment, net $ 2,928,682 $ 2,933,722 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill activity | Changes in the carrying amount of goodwill were as follows: (in thousands) Balance at December 31, 2019 $ 235,177 Acquisition of Mobile Mini 928,974 Effects of movements in foreign exchange rates 7,068 Balance at December 31, 2020 1,171,219 Changes to purchase accounting - Mobile Mini 7,199 Effects of movements in foreign exchange rates 1,003 Balance at March 31, 2021 $ 1,179,421 |
Intangible (Tables)
Intangible (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: March 31, 2021 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Trade name - ModSpace 0.4 $ 3,000 $ (2,625) $ 375 Mobile Mini customer relationships 7.3 209,000 (18,488) 190,512 Technology 5.3 1,500 (188) 1,312 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 502,500 $ (21,301) $ 481,199 December 31, 2020 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Trade name - ModSpace 0.7 $ 3,000 $ (2,375) $ 625 Mobile Mini customer relationships 8.0 217,000 (12,053) 204,947 Technology 5.5 1,500 (125) 1,375 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 510,500 $ (14,553) $ 495,947 |
Schedule of Intangible Assets | Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: March 31, 2021 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Trade name - ModSpace 0.4 $ 3,000 $ (2,625) $ 375 Mobile Mini customer relationships 7.3 209,000 (18,488) 190,512 Technology 5.3 1,500 (188) 1,312 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 502,500 $ (21,301) $ 481,199 December 31, 2020 (in thousands) Weighted average remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: Trade name - ModSpace 0.7 $ 3,000 $ (2,375) $ 625 Mobile Mini customer relationships 8.0 217,000 (12,053) 204,947 Technology 5.5 1,500 (125) 1,375 Indefinite-lived intangible assets: Trade name - Mobile Mini 164,000 — 164,000 Trade name - WillScot 125,000 — 125,000 Total intangible assets other than goodwill $ 510,500 $ (14,553) $ 495,947 |
Schedule of Future Amortization of Intangible Assets | Based on the carrying value at March 31, 2021, future amortization of intangible assets is expected to be as follows for the years ended December 31: (in thousands) 2021 (remaining) $ 26,791 2022 26,416 2023 26,416 2024 26,416 2025 26,416 Thereafter 59,744 Total $ 192,199 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 December 31, 2020 2025 Secured Notes 6.125% 2025 $ 573,930 $ 637,068 ABL Facility (a) Varies 2025 1,326,988 1,263,833 2028 Secured Notes 4.625% 2028 491,784 491,555 Finance Leases Varies Varies 77,551 77,874 Total debt 2,470,253 2,470,330 Less: current portion of long-term debt 16,229 16,521 Total long-term debt $ 2,454,024 $ 2,453,809 (a) As of both March 31, 2021 and December 31, 2020, the Company had no outstanding principal borrowings on the Multicurrency Facility and $7.6 million and $7.9 million, respectively, of related debt issuance costs. No related debt issuance costs were recorded as a direct offset against the principal borrowings on the Multicurrency Facility, and the $7.6 million and $7.9 million in excess of principal was included in other non-current assets on the condensed consolidated balance sheets. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Fair Value of Outstanding Warrants Recorded as Liabilities | The Company determined the following fair values for the outstanding common stock warrants recorded as liabilities: (in thousands) March 31, 2021 December 31, 2020 2015 Private Warrants $ 99,781 $ 77,404 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) ("AOCI"), net of tax, for the three months ended March 31, 2021 and 2020 were as follows: (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2020 $ (24,694) $ (12,513) $ (37,207) Other comprehensive income (loss) before reclassifications 5,034 (760) 4,274 Reclassifications from AOCI to income — 2,937 2,937 Balance at March 31, 2021 $ (19,660) $ (10,336) $ (29,996) (in thousands) Foreign currency translation Unrealized losses on hedging activities Total Balance at December 31, 2019 $ (52,982) $ (9,793) $ (62,775) Other comprehensive loss before reclassifications (21,144) (10,330) (31,474) Reclassifications from AOCI to income — 1,572 1,572 Less other comprehensive loss attributable to non-controlling interest 1,913 790 2,703 Balance at March 31, 2020 $ (72,213) $ (17,761) $ (89,974) |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Fair Value of Outstanding Warrants Recorded as Liabilities | The Company determined the following fair values for the outstanding common stock warrants recorded as liabilities: (in thousands) March 31, 2021 December 31, 2020 2015 Private Warrants $ 99,781 $ 77,404 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 liabilities which are disclosed, but not measured, at fair value, including their levels in the fair value hierarchy: March 31, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ABL Facilities $ 1,326,986 $ — $ 1,365,500 $ — $ 1,263,833 $ — $ 1,304,612 $ — 2025 Secured Notes 573,930 — 621,873 — 637,068 — 694,876 — 2028 Secured Notes 491,784 — 508,395 — 491,555 — 518,820 — Total $ 2,392,700 $ — $ 2,495,768 $ — $ 2,392,456 $ — $ 2,518,308 $ — The following table shows the carrying amounts and fair values of financial liabilities which are measured at fair value: March 31, 2021 December 31, 2020 (as restated) Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 2015 Private warrants $ 99,781 $ — $ — $ 99,781 $ 77,404 $ — $ — $ 77,404 Total $ 99,781 $ — $ — $ 99,781 $ 77,404 $ — $ — $ 77,404 |
Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: March 31, 2021 March 31, 2020 (as restated) (in thousands) 2015 Private Warrants 2015 Private Warrants 2018 Warrants Stock Price $ 27.75 $ 10.13 $ 10.13 Strike Price $ 11.50 $ 11.50 $ 15.50 Expected Life 1.66 2.66 2.66 Volatility 43.62 % 42.27 % 42.27 % Risk Free rate 0.13 % 0.27 % 0.27 % Dividend yield — — — Fair value of warrants $ 16.52 $ 2.31 $ 1.39 |
Changes in Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2021: (in thousands) 2015 Private Warrants Balance - December 31, 2020 (as restated) $ 77,404 Repurchases (4,679) Measurement adjustments 27,056 Balance - March 31, 2021 $ 99,781 The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2020: (in thousands) 2015 Private Warrants 2018 Warrants Balance - December 31, 2019 $ 72,705 $ 58,369 Exercises — (41) Measurement adjustments (52,510) (44,475) Balance - March 31, 2020 $ 20,196 $ 13,853 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Activities in the Restructuring Accruals | The following is a summary of the activity in the Company’s restructuring accruals for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (in thousands) Employee Costs Facility Exit Costs Total Employee Costs Facility Exit Costs Total Beginning balance $ 1,750 $ — $ 1,750 $ 447 $ — $ 447 Charges 3,142 — 3,142 (72) 12 (60) Cash payments (137) — (137) (207) — (207) Non-cash movements (1,437) — (1,437) — (12) (12) Ending balance $ 3,318 $ — $ 3,318 $ 168 $ — $ 168 |
Compensation Related Costs, Sha
Compensation Related Costs, Share Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Restricted Stock Awards | The following table summarizes the Company's RSA activity for the three months ended March 31,: 2021 2020 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 57,448 $ 11.75 52,755 $ 14.69 Balance March 31, 57,448 $ 11.75 52,755 $ 14.69 |
Restricted Stock Units | The following table summarizes the Company's Time-Based RSU activity for the three months ended March 31,: 2021 2020 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 1,125,766 $ 13.44 1,065,305 $ 12.78 Granted 405,505 27.20 174,020 16.78 Forfeited (33,238) 13.62 (15,106) 13.45 Vested (144,204) 12.92 (323,678) 12.93 Balance March 31, 1,353,829 $ 17.61 900,541 $ 13.49 The following table summarizes the Company's Performance-Based RSU award activity for the three months ended March 31,: 2021 2020 Number of Shares Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value Balance December 31, 593,388 $ 14.88 288,281 $ 13.22 Granted 397,981 39.10 202,923 16.82 Forfeited (10,886) 14.70 (12,700) 14.70 Balance March 31, 980,483 $ 24.70 478,504 $ 14.71 |
Stock Option Awards | The following table summarizes the Company's stock option activity for the three months ended March 31,: WillScot Options Weighted-Average Exercise Price per Share Converted Weighted-Average Exercise Price per Share Balance December 31 , 2020 534,188 $ 13.60 2,031,455 $ 14.78 Forfeited — $ 13.60 (6,240) 12.19 Exercised — $ 13.60 (346,247) 15.89 Balance March 31, 2021 534,188 $ 13.60 1,678,968 14.57 Fully vested and exercisable options, December 31, 2020 267,094 $ 13.60 1,678,968 $ 14.57 Vested 133,547 $ 13.60 — $ — Fully vested and exercisable options, March 31, 2021 400,641 $ 13.60 1,678,968 $ — The following table summarizes the Company's stock option activity : WillScot Options Weighted-Average Exercise Price per Share Balance, December 31, 2019 534,188 $ 13.60 Balance, March 31, 2020 534,188 $ 13.60 Fully vested and exercisable options, December 31, 2019 133,547 $ 13.60 Vested 133,547 $ 13.60 Fully vested and exercisable options, March 31, 2020 267,094 $ 13.60 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 Account March 31, 2021 December 31, 2020 Cash Flow Hedges: Interest rate swap Accrued expenses $ 11,645 $ 11,619 Interest rate swap Other non-current liabilities $ 2,414 $ 5,308 |
Schedule of Impact of Interest Rate Swap on Other Comprehensive Income, AOCI and Statement of Operations | The following table discloses the impact of the interest rate swap, excluding the impact of income taxes, on other comprehensive income (“OCI”), AOCI and the Company’s statements of operations for the three months ended March 31,: (in thousands) 2021 2020 Gain (loss) recognized in OCI $ 2,844 $ (8,758) Location of gain (loss) recognized in income Interest expense Interest expense Gain (loss) reclassified from AOCI into income (effective portion) $ 2,937 $ (1,572) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 months ended March 31, 2021 and 2020, respectively. Consistent with the financial statements, the segment results do not include Mobile Mini's operations for the three months ended March 31, 2020. Please refer to the Management Discussion & Analysis of Financial Condition and Results of Operations included in this document, for pro forma results inclusive of Mobile Mini's financial results for periods prior to the Merger date. Three Months Ended March 31, 2021 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 199,608 $ 80,351 $ 18,721 $ 16,982 $ 315,662 Delivery and installation 48,680 21,365 6,750 6,709 83,504 Sales revenue: New units 7,460 2,184 871 440 10,955 Rental units 10,476 3,848 665 213 15,202 Total revenues 266,224 107,748 27,007 24,344 425,323 Costs: Cost of leasing and services: Leasing 51,075 10,733 4,296 3,791 69,895 Delivery and installation 44,705 15,740 4,091 5,600 70,136 Cost of sales: New units 4,874 1,341 589 305 7,109 Rental units 5,848 2,522 624 111 9,105 Depreciation of rental equipment 46,720 4,793 914 3,271 55,698 Gross profit $ 113,002 $ 72,619 $ 16,493 $ 11,266 $ 213,380 Other selected data: Adjusted EBITDA $ 97,371 $ 46,322 $ 11,064 $ 8,828 $ — $ 163,585 Selling, general and administrative expense (a) $ 62,350 $ 31,089 $ 6,343 $ 5,710 $ 11,837 $ 117,329 Purchases of rental equipment and refurbishments $ 39,135 $ 3,472 $ 6,770 $ 3,158 $ — $ 52,535 (a) Includes both SG&A expense and Transaction costs from the consolidated statement of operations. Three Months Ended March 31, 2020 (in thousands) NA Modular NA Storage UK Storage Tank and Pump Unallocated Costs Total Revenues: Leasing and services revenue: Leasing $ 188,352 $ — $ — $ — $ 188,352 Delivery and installation 51,070 — — — 51,070 Sales revenue: New units 9,613 — — — 9,613 Rental units 6,786 — — — 6,786 Total revenues 255,821 — — — 255,821 Costs: Cost of leasing and services: Leasing 49,809 — — — 49,809 Delivery and installation 43,865 — — — 43,865 Cost of sales: New units 6,203 — — — 6,203 Rental units 3,806 — — — 3,806 Depreciation of rental equipment 45,948 — — — 45,948 Gross profit $ 106,190 $ — $ — $ — $ 106,190 Other selected data: Adjusted EBITDA $ 89,544 $ — $ — $ — $ — $ 89,544 Selling, general and administrative expense (a) $ 62,572 $ — $ — $ — $ 12,396 $ 74,968 Purchases of rental equipment and refurbishments $ 39,648 $ — $ — $ — $ — $ 39,648 (a) Includes both SG&A expense and Transaction costs from the condensed consolidated statement of operations. |
Reconciliation of Assets from Segment to Consolidated | The following tables present a reconciliation of the Company’s income (loss) from operations to Adjusted EBITDA for the three months ended March 31, 2021 and 2020, respectively: Three Months Ended March 31, (in thousands) 2021 2020 (as restated) Net income (loss) $ 4,447 $ 91,655 Loss on extinguishment of debt 3,185 — Income tax expense 10,481 790 Interest expense 29,964 28,257 Depreciation and amortization 74,022 49,022 Fair value loss (gain) on common stock warrant liabilities 27,207 (95,329) Currency losses, net 36 898 Restructuring costs, lease impairment expense and other related charges 4,395 1,601 Transaction costs 844 9,431 Integration costs 7,342 1,685 Stock compensation expense 3,514 1,787 Other (1,852) (253) Adjusted EBITDA $ 163,585 $ 89,544 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table reconciles net income attributable to WillScot Mobile Mini common shareholders and the weighted average shares outstanding for the basic calculation to the weighted average shares outstanding for the diluted calculation. Three Months Ended (in thousands) March 31, 2021 March 31, 2020 Numerator: Net income attributable to common shareholders - basic $ 4,447 $ 91,785 Fair value gain on common stock warrant liabilities — (96,984) Net income (loss) attributable to common shareholders - dilutive $ 4,447 $ (5,199) Denominator: Weighted average Common Shares outstanding - basic 228,293 109,657 Dilutive effect of shares outstanding Warrants 3,927 3,016 RSAs 51 — Time-based RSUs 645 — Performance-based RSUs 737 — Stock Options 1,067 — Weighted average Common Shares outstanding - dilutive 234,720 112,673 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction, Due From (To) Related Party | Related party balances included in the Company’s condensed consolidated balance sheets at March 31, 2021 and December 31, 2020, consisted of the following: (in thousands) Financial Statement Line Item March 31, 2021 December 31, 2020 Receivables due from affiliates Trade receivables, net of allowances for credit losses $ 19 $ 30 Amounts due to affiliates Accrued expenses (506) (461) Total related party liabilities, net $ (487) $ (431) |
Schedule of Related Party Transaction, Income (Expenses) from Related Party | Related party transactions included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020, respectively, consisted of the following: Three Months Ended March 31, (in thousands) Financial Statement Line Item 2021 2020 Leasing revenue from related parties Leasing revenue $ 106 $ 417 Consulting expense to related party Selling, general & administrative expense (1,901) (838) Total related party expense, net $ (1,795) $ (421) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Jul. 01, 2020 | |
Business Acquisition [Line Items] | |||||
Net income attributable to WillScot Mobile Mini | $ 4,447 | $ 91,800 | $ 91,785 | ||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Intial | |||||
Business Acquisition [Line Items] | |||||
Net income attributable to WillScot Mobile Mini | (3,500) | ||||
Adjustment | Warrant Reclassification | |||||
Business Acquisition [Line Items] | |||||
Net income attributable to WillScot Mobile Mini | $ 95,300 | ||||
Class A Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock par value (in USD per share) | $ 0.0001 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2020$ / sharesshares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020$ / shares |
Business Acquisition [Line Items] | ||||
Common stock par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Transaction costs | $ 844 | $ 9,431 | ||
Integration costs | 7,342 | 1,685 | ||
Mobile Mini, Inc. | ||||
Business Acquisition [Line Items] | ||||
Common stock par value (in USD per share) | $ / shares | $ 0.01 | |||
Mobile Mini, Inc. | ||||
Business Acquisition [Line Items] | ||||
Number of shares exchanged (in shares) | 2.405 | |||
Common stock issued (in shares) | shares | 106,426,721 | |||
Value of shares converted from acquiree's shares (in USD per share) | $ / shares | $ 12.53 | |||
Revenue since acquisition date | 159,100 | |||
Pre-tax income since acquisition date | 26,900 | |||
Transaction costs | 800 | $ 9,400 | ||
Integration costs | $ 7,300 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration Transferred and Purchase Price Allocation (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2020USD ($)$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020shares |
Business Acquisition [Line Items] | |||
Mobile Mini Common Stock outstanding (in shares) | shares | 226,815,146 | 229,038,158 | |
Mobile Mini, Inc. | |||
Business Acquisition [Line Items] | |||
Mobile Mini Common Stock outstanding (in shares) | shares | 44,252,275 | ||
Mobile Mini, Inc. | |||
Business Acquisition [Line Items] | |||
Number of shares exchanged (in shares) | 2.405 | ||
Common stock issued (in shares) | shares | 106,426,721 | ||
Common Stock per share price as of July 1, 2020 (in USD per share) | $ / shares | $ 12.53 | ||
Cash paid for fractional shares | $ | $ 30 | ||
Total purchase price | $ | $ 1,352,836 | ||
Mobile Mini, Inc. | Common Stock | |||
Business Acquisition [Line Items] | |||
Common stock issued (in shares) | shares | 106,426,721 | ||
Common Stock per share price as of July 1, 2020 (in USD per share) | $ / shares | $ 12.53 | ||
Fair value of shares issued and converted | $ | $ 1,333,527 | ||
Mobile Mini, Inc. | Stock Options | |||
Business Acquisition [Line Items] | |||
Fair value of shares issued and converted | $ | $ 19,279 |
Acquisitions - Assets and Liabi
Acquisitions - Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Jul. 01, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Goodwill identified | $ 1,171,219 | $ 1,179,421 | $ 235,177 | |
Mobile Mini, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 17,203 | |||
Trade receivables | 87,492 | |||
Inventories | 8,987 | |||
Prepaid expenses and other current assets | 13,717 | |||
Rental equipment | 1,033,190 | |||
Property, plant and equipment | 161,401 | |||
Operating lease assets | 92,054 | |||
Intangible assets | 374,500 | |||
Goodwill identified | 936,173 | |||
Other non-current assets | 2,519 | |||
Total identifiable assets acquired | 2,727,236 | |||
Accounts payable | (29,797) | |||
Accrued expenses | (40,235) | |||
Deferred revenue and customer deposits | (38,846) | |||
Operating lease liabilities | (89,968) | |||
Debt and finance lease liabilities | (897,244) | |||
Deferred tax liabilities | (276,882) | |||
Other long-term liabilities | (1,428) | |||
Total liabilities assumed | (1,374,400) | |||
Purchase Price | $ 1,352,836 | |||
Intangible assets, adjustments | $ (8,000) |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands | Jul. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 15, 2020 |
Business Acquisition [Line Items] | ||||
Revenues | $ 425,323 | $ 255,821 | ||
Income (loss) before income tax | $ 14,928 | 92,445 | ||
2025 Secured Notes | Senior Notes | ||||
Business Acquisition [Line Items] | ||||
Interest rate | 6.125% | 6.125% | ||
Revolving Credit Facility | 2020 ABL Facility | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Debt drawn | $ 1,470,000 | |||
Estimated interest rate | 2.046% | |||
Mobile Mini, Inc. | ||||
Business Acquisition [Line Items] | ||||
Revenues | 150,576 | |||
Mobile Mini, Inc. | ||||
Business Acquisition [Line Items] | ||||
Pro forma revenues | 406,397 | |||
Income (loss) before income tax | 131,315 | |||
Pro forma income before income tax | 107,352 | |||
Income tax expense | (13,506) | |||
Pro forma net income | 117,809 | |||
Intangible assets | $ 374,500 | |||
Mobile Mini, Inc. | Mobile Mini customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 209,000 | |||
Intangible assets, weighted average life | 13 years | |||
Mobile Mini, Inc. | Elimination of Merger transaction costs | ||||
Business Acquisition [Line Items] | ||||
Income (loss) before income tax | 24,651 | |||
Mobile Mini, Inc. | Impact of fair value mark-ups on rental fleet depreciation | ||||
Business Acquisition [Line Items] | ||||
Income (loss) before income tax | (1,167) | |||
Mobile Mini, Inc. | Other depreciation expense and intangible asset amortization | ||||
Business Acquisition [Line Items] | ||||
Income (loss) before income tax | (5,669) | |||
Mobile Mini, Inc. | Interest expense | ||||
Business Acquisition [Line Items] | ||||
Income (loss) before income tax | (2,564) | |||
Mobile Mini, Inc. | Elimination of Mobile Mini interest | ||||
Business Acquisition [Line Items] | ||||
Income (loss) before income tax | 8,712 | |||
Mobile Mini, Inc. | Mobile Mini, Inc. | ||||
Business Acquisition [Line Items] | ||||
Income (loss) before income tax | $ 14,907 |
Revenue - Revenue Disaggregatio
Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 425,323 | $ 255,821 |
Modular space leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 169,952 | 131,398 |
Portable storage leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 54,613 | 5,849 |
Tank and pump leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15,760 | 0 |
VAPS and third party leasing revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 62,426 | 41,002 |
Other leasing-related revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 12,911 | 10,103 |
Leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 315,662 | 188,352 |
Delivery and installation revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 83,504 | 51,070 |
Total leasing and services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 399,166 | 239,422 |
New units | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 10,955 | 9,613 |
Rental units | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15,202 | 6,786 |
VAPS service | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,200 | 4,000 |
US | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 371,269 | 235,328 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 23,584 | 16,706 |
Mexico | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,463 | 3,787 |
UK | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 27,007 | $ 0 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue for removal services for lease transactions and advance billings for sale transactions | $ 75,400 | $ 74,100 | |
Recognition of previously deferred revenue for removal services for lease transactions and advance billings for sale transactions | $ 19,300 | ||
Trade receivables, net of allowances for credit losses | Credit Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 5.00% | ||
Modular Leasing | Revenues | Revenue Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 73.00% | 72.00% |
Revenue - Rollforward of Accoun
Revenue - Rollforward of Accounts and Notes Receivable, Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of year | $ 29,258 | $ 15,828 |
Net charges to bad debt expense and revenue | 8,516 | 3,392 |
Write-offs | (5,813) | (2,744) |
Foreign currency translation and other | (331) | (5) |
Balance at end of period | $ 31,630 | $ 16,471 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating | ||
2021 (remaining) | $ 45,902 | |
2022 | 53,179 | |
2023 | 42,937 | |
2024 | 34,899 | |
2025 | 28,057 | |
Thereafter | 69,774 | |
Total lease payments | 274,748 | |
Less: interest | (45,559) | |
Present value of lease liabilities | 229,189 | |
Finance | ||
2021 (remaining) | 14,383 | |
2022 | 17,655 | |
2023 | 14,204 | |
2024 | 11,283 | |
2025 | 11,391 | |
Thereafter | 14,790 | |
Total lease payments | 83,706 | |
Less: interest | (6,155) | |
Present value of lease liabilities | $ 77,551 | $ 77,874 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finance Lease Expense | ||
Amortization of finance lease assets | $ 4,378 | $ 0 |
Interest on obligations under finance leases | 547 | 0 |
Total finance lease expense | 4,925 | 0 |
Operating Lease Expense | ||
Total operating lease expense | 26,921 | 21,055 |
Cost of leasing and services | ||
Operating Lease Expense | ||
Fixed lease expense | 1,106 | 1,602 |
Short-term lease expense | 6,379 | 7,300 |
Variable lease expense | 1,802 | 1,832 |
Selling, general and administrative | ||
Operating Lease Expense | ||
Fixed lease expense | 14,472 | 7,885 |
Short-term lease expense | 552 | 386 |
Variable lease expense | 1,838 | 867 |
Lease impairment expense and other related charges | ||
Operating Lease Expense | ||
Fixed lease expense | 596 | 684 |
Short-term lease expense | 0 | 212 |
Variable lease expense | $ 176 | $ 287 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Lease impairment expense and other related charges | $ 1,253 | $ 1,661 |
Impairment charges and loss on lease exit | 500 | |
Closed location rent expense | $ 800 | 1,200 |
Loss on lease exit | $ 500 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 16,458 | $ 10,108 |
Financing cash outflows from finance leases | 4,320 | 0 |
Right of use assets obtained in exchange for lease obligations | 10,878 | 13,270 |
Assets obtained in exchange for finance leases | $ 3,366 | $ 0 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases | 6 years 3 months 18 days | 6 years 4 months 24 days |
Weighted-average discount rate - operating leases | 5.60% | 5.70% |
Weighted-average remaining lease term - finance leases | 4 years 6 months | 4 years 7 months 6 days |
Weighted-average discount rate - finance leases | 2.90% | 2.90% |
Inventories - Schedule of Mobil
Inventories - Schedule of Mobile Mini Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 21,665 | $ 19,560 |
Finished units | 2,467 | 2,095 |
Inventories | $ 24,132 | $ 21,655 |
Rental Equipment, net (Details)
Rental Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Modular space units | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | $ 2,556,286 | $ 2,520,704 |
Portable storage units | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 940,653 | 931,363 |
Tank and pump products | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 134,445 | 132,071 |
Value added products | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 148,135 | 143,652 |
Rental equipment, net | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 3,779,519 | 3,727,790 |
Less: accumulated depreciation | (850,837) | (794,068) |
Rental equipment, net | $ 2,928,682 | $ 2,933,722 |
Goodwill - Goodwill Activity (D
Goodwill - Goodwill Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 1,171,219 | $ 235,177 |
Acquisition of Mobile Mini | 928,974 | |
Changes to purchase accounting - Mobile Mini | 7,199 | |
Effects of movements in foreign exchange rates | 1,003 | 7,068 |
Goodwill, end of period | $ 1,179,421 | $ 1,171,219 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | Jul. 01, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | |||
Acquisition of Mobile Mini | $ 928,974,000 | ||
Goodwill impairment loss | $ 0 | $ 0 | |
NA Modular | Mobile Mini, Inc. | |||
Goodwill [Line Items] | |||
Acquisition of Mobile Mini | $ 285,000,000 | ||
NA Storage | Mobile Mini, Inc. | |||
Goodwill [Line Items] | |||
Acquisition of Mobile Mini | 491,800,000 | ||
UK Storage | Mobile Mini, Inc. | |||
Goodwill [Line Items] | |||
Acquisition of Mobile Mini | 59,200,000 | ||
Tank and pump leasing revenue | Mobile Mini, Inc. | |||
Goodwill [Line Items] | |||
Acquisition of Mobile Mini | $ 100,200,000 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible assets subject to amortization: | ||
Accumulated amortization | $ (21,301) | $ (14,553) |
Net book value | 192,199 | |
Indefinite-lived intangible assets: | ||
Gross carrying amount | 502,500 | 510,500 |
Net book value | $ 481,199 | $ 495,947 |
Trade name - ModSpace | ||
Intangible assets subject to amortization: | ||
Weighted average remaining life (in years) | 4 months 24 days | 8 months 12 days |
Gross carrying amount | $ 3,000 | $ 3,000 |
Accumulated amortization | (2,625) | (2,375) |
Net book value | $ 375 | $ 625 |
Mobile Mini customer relationships | ||
Intangible assets subject to amortization: | ||
Weighted average remaining life (in years) | 7 years 3 months 18 days | 8 years |
Gross carrying amount | $ 209,000 | $ 217,000 |
Accumulated amortization | (18,488) | (12,053) |
Net book value | $ 190,512 | $ 204,947 |
Technology | ||
Intangible assets subject to amortization: | ||
Weighted average remaining life (in years) | 5 years 3 months 18 days | 5 years 6 months |
Gross carrying amount | $ 1,500 | $ 1,500 |
Accumulated amortization | (188) | (125) |
Net book value | 1,312 | 1,375 |
Trade name - Mobile Mini | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 164,000 | 164,000 |
Trade name - WillScot | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | $ 125,000 | $ 125,000 |
Intangibles - Future Amortizati
Intangibles - Future Amortization (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 (remaining) | $ 26,791 |
2022 | 26,416 |
2023 | 26,416 |
2024 | 26,416 |
2025 | 26,416 |
Thereafter | 59,744 |
Net book value | $ 192,199 |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - Mobile Mini, Inc. $ in Millions | Jul. 01, 2020USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, indefinite-lived | $ 164 |
Intangible assets, finite-lived | $ 210.5 |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 25, 2020 | Jun. 15, 2020 |
Debt Instrument [Line Items] | ||||
Finance Leases | $ 77,551,000 | $ 77,874,000 | ||
Total debt | 2,470,253,000 | 2,470,330,000 | ||
Less: current portion of long-term debt | 16,229,000 | 16,521,000 | ||
Total long-term debt | $ 2,454,024,000 | 2,453,809,000 | ||
Senior Notes | 2025 Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.125% | 6.125% | ||
Long-term debt | $ 573,930,000 | 637,068,000 | ||
Unamortized debt issuance costs | $ 11,100,000 | 12,900,000 | ||
Senior Notes | 2028 Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 4.625% | 4.625% | ||
Long-term debt | $ 491,784,000 | 491,555,000 | ||
Unamortized debt issuance costs | 8,200,000 | 8,400,000 | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | 1,326,988,000 | 1,263,833,000 | ||
Line of Credit | 2020 ABL Facility - Multicurrency Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal | 0 | 0 | ||
Unamortized debt issuance costs | $ 7,600,000 | $ 7,900,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Mar. 26, 2021 | Aug. 25, 2020 | Aug. 11, 2020 | Jul. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 15, 2020 | May 14, 2019 | Nov. 29, 2017 |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 3,185,000 | $ 0 | ||||||||
Finance Leases | 77,551,000 | $ 77,874,000 | ||||||||
Senior Notes | 2022 Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, face amount | $ 270,000,000 | |||||||||
Interest rate | 7.875% | |||||||||
Senior Notes | 2023 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 441,000,000 | $ 49,000,000 | ||||||||
Debt, face amount | $ 490,000,000 | |||||||||
Interest rate | 6.875% | |||||||||
Percentage of principal amount redeemed | 10.00% | |||||||||
Senior Notes | 2025 Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 65,000,000 | |||||||||
Unamortized debt issuance costs | $ 11,100,000 | 12,900,000 | ||||||||
Debt, face amount | $ 650,000,000 | |||||||||
Interest rate | 6.125% | 6.125% | ||||||||
Percentage of principal amount redeemed | 10.00% | |||||||||
Loss on extinguishment of debt | $ 3,200,000 | |||||||||
Early redemption premium | $ 1,900,000 | |||||||||
Write-off of unamortized deferred financing fees | 1,300,000 | |||||||||
Senior Notes | 2028 Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized debt issuance costs | $ 8,200,000 | 8,400,000 | ||||||||
Debt, face amount | $ 500,000,000 | |||||||||
Interest rate | 4.625% | 4.625% | ||||||||
Revolving Credit Facility | Line of Credit | 2017 ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accordion feature | $ 375,000,000 | |||||||||
Repayments of debt | $ 1,500,000,000 | |||||||||
Write-off of unamortized deferred financing fees | 4,400,000 | |||||||||
Revolving Credit Facility | Line of Credit | 2017 ABL Facility - US Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | 1,300,000,000 | |||||||||
Revolving Credit Facility | Line of Credit | 2017 ABL Facility - Canadian ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 140,000,000 | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 2,400,000,000 | $ 2,400,000,000 | ||||||||
Fee on unused borrowings | 0.225% | |||||||||
Weighted average interest rate for borrowings | 1.99% | |||||||||
Available borrowing capacity | $ 1,000,000,000 | |||||||||
Letters of credit amount outstanding | 14,100,000 | |||||||||
Outstanding principal | 1,400,000,000 | |||||||||
Unamortized debt issuance costs | $ 38,500,000 | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility | Interest Rate Swap | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Weighted average interest rate for borrowings after interest rate derivatives | 2.85% | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility | LIBOR | United States of America, Dollars | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.875% | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility | LIBOR | Euro Member Countries, Euro | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.875% | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility | LIBOR | United Kingdom, Pounds | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.875% | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility | Base Rate | United States of America, Dollars | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.875% | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility | BA Rate | Canada, Dollars | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.875% | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility | Prime Rate | Canada, Dollars | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.875% | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility - US Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 2,000,000,000 | |||||||||
Available borrowing capacity | $ 620,400,000 | |||||||||
Revolving Credit Facility | Line of Credit | 2020 ABL Facility - Multicurrency Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 400,000,000 | |||||||||
Available borrowing capacity | 400,000,000 | |||||||||
Outstanding principal | 0 | 0 | ||||||||
Unamortized debt issuance costs | $ 7,600,000 | $ 7,900,000 | ||||||||
Letter of Credit | Line of Credit | 2017 ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fee on unused borrowings | 2.00% | |||||||||
Letter of Credit | Line of Credit | 2020 ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 205,900,000 | |||||||||
Swingline Loans | Line of Credit | 2020 ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum aggregate availability | $ 170,000,000 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) | Mar. 01, 2021 | Jul. 01, 2020 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Aug. 07, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued for each share converted (in shares) | 1.3261 | ||||||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Shares issued for conversion (in shares) | 10,641,182 | ||||||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 570,197 | ||||||
Shares repurchased (in shares) | 3,056,217 | ||||||
Authorized share repurchase program | $ 250,000,000 | ||||||
Shares repurchased | $ 81,600,000 | ||||||
Remaining authorized share repurchase program | 133,900,000 | ||||||
Reclassifications to consolidated statement of operations | (2,937,000) | $ (1,572,000) | |||||
Reclassifications to consolidated statement of operations, tax expense (benefit) | 700,000 | 0 | |||||
Sapphire Holdings Sale of Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 2,750,000 | ||||||
Mobile Mini, Inc. | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued for merger (in shares) | 106,426,722 | ||||||
Non-Controlling Interest | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued for conversion | $ (63,900,000) | ||||||
Additional Paid-in-Capital | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued for conversion | 66,900,000 | ||||||
Accumulated Other Comprehensive Income (Loss) | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Shares issued for conversion | $ (3,000,000) | ||||||
Unrealized losses on hedging activities | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Reclassifications to consolidated statement of operations | (2,937,000) | (1,572,000) | |||||
Unrealized losses on hedging activities | Interest Rate Swap | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Reclassifications to consolidated statement of operations | $ 2,900,000 | $ (1,600,000) | |||||
Class B Common Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock par value (in USD per share) | $ 0.0001 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 555,199 | |
Other comprehensive loss before reclassifications | $ 4,274 | (31,474) |
Reclassifications from AOCI to income | 2,937 | 1,572 |
Less other comprehensive loss attributable to non-controlling interest | 2,703 | |
Ending Balance | 647,024 | |
Foreign currency translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (24,694) | (52,982) |
Other comprehensive loss before reclassifications | 5,034 | (21,144) |
Reclassifications from AOCI to income | 0 | 0 |
Less other comprehensive loss attributable to non-controlling interest | 1,913 | |
Ending Balance | (19,660) | (72,213) |
Unrealized losses on hedging activities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (12,513) | (9,793) |
Other comprehensive loss before reclassifications | (760) | (10,330) |
Reclassifications from AOCI to income | 2,937 | 1,572 |
Less other comprehensive loss attributable to non-controlling interest | 790 | |
Ending Balance | (10,336) | (17,761) |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (37,207) | (62,775) |
Ending Balance | $ (29,996) | $ (89,974) |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 15, 2018 | Feb. 24, 2020 | Jan. 24, 2020 | Mar. 31, 2021 | Mar. 31, 2021 |
Class of Warrant or Right [Line Items] | |||||
Shares repurchased (in shares) | 3,056,217 | ||||
Shares repurchased | $ 81.6 | ||||
2015 Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares which can be exchanged per warrant (in shares) | 0.5 | 0.5 | |||
Warrant half exercise price (in USD per share) | $ 5.75 | $ 5.75 | |||
Warrants exercise price (in USD per share) | 11.50 | $ 11.50 | |||
Warrants exercised (in shares) | 5,836,048 | 796,610 | 38,509 | ||
Proceeds from warrant exercises | $ 4.6 | ||||
Issuance of Common Stock from the exercise of options and warrants (in shares) | 1,097,162 | 398,305 | |||
Warrant redemption price (in USD per share) | $ 0.01 | $ 0.01 | |||
Warrants outstanding (in shares) | 0 | 0 | |||
2015 Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares which can be exchanged per warrant (in shares) | 0.5 | 0.5 | |||
Warrant half exercise price (in USD per share) | $ 5.75 | $ 5.75 | |||
Warrants exercise price (in USD per share) | $ 11.50 | $ 11.50 | |||
Warrants outstanding (in shares) | 12,080,000 | 12,080,000 | |||
Shares repurchased (in shares) | 630,000 | ||||
Shares repurchased | $ 4.8 | ||||
2018 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares which can be exchanged per warrant (in shares) | 1 | ||||
Warrants exercise price (in USD per share) | $ 15.50 | ||||
Warrants outstanding (in shares) | 9,527,080 | 9,527,080 | |||
Shares repurchased (in shares) | 203,161 | ||||
Shares repurchased | $ 2 | ||||
2018 Warrants | Modular Space Holdings Inc. | Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants issued from acquisition (in shares) | 10,000,000 |
Warrant - Schedule of Fair Valu
Warrant - Schedule of Fair Value of Outstanding Warrants Recorded as Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Common stock warrant liabilities | $ 99,781 | $ 77,404 |
2015 Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Common stock warrant liabilities | $ 99,781 | $ 77,404 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 10,481 | $ 790 |
Effective tax rate | 70.20% | 0.85% |
Fair Value Measures (Details)
Fair Value Measures (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | $ 2,392,700 | $ 2,392,456 |
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 | 2,495,768 | 2,518,308 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
ABL Facilities | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 38,500 | 40,800 |
ABL Facilities | Carrying Amount | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,326,986 | 1,263,833 |
ABL Facilities | Fair Value | Level 1 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
ABL Facilities | Fair Value | Level 2 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 1,365,500 | 1,304,612 |
ABL Facilities | Fair Value | Level 3 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2025 Secured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 11,100 | 12,900 |
2025 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 573,930 | 637,068 |
2025 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2025 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 621,873 | 694,876 |
2025 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2028 Secured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 8,200 | 8,400 |
2028 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 491,784 | 491,555 |
2028 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2028 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 508,395 | 518,820 |
2028 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 0 |
Fair Value Measures - Warrant L
Fair Value Measures - Warrant Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | $ 99,781 | $ 77,404 |
2015 Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | 99,781 | 77,404 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | 99,781 | 77,404 |
Carrying Amount | 2015 Private Warrants | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | 99,781 | 77,404 |
Fair Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | 0 | 0 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | 99,781 | 77,404 |
Fair Value | 2015 Private Warrants | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | 0 | 0 |
Fair Value | 2015 Private Warrants | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | 0 | 0 |
Fair Value | 2015 Private Warrants | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Common stock warrant liabilities | $ 99,781 | $ 77,404 |
Fair Value Measures - Quantitat
Fair Value Measures - Quantitative Information Regarding Level 3 Fair Value Measurments (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Stock Price | 2015 Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 27.75 | 10.13 |
Stock Price | 2018 Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 10.13 | |
Strike Price | 2015 Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 11.50 | 11.50 |
Strike Price | 2018 Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 15.50 | |
Expected Life | 2015 Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 1.66 | 2.66 |
Expected Life | 2018 Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 2.66 | |
Volatility | 2015 Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0.4362 | 0.4227 |
Volatility | 2018 Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0.4227 | |
Risk Free rate | 2015 Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0.0013 | 0.0027 |
Risk Free rate | 2018 Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0.0027 | |
Dividend yield | 2015 Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0 | 0 |
Dividend yield | 2018 Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 0 | |
Fair value of warrants | 2015 Private Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 16.52 | 2.31 |
Fair value of warrants | 2018 Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant valuation input | 1.39 |
Fair Value Measures - Changes i
Fair Value Measures - Changes in Level 3 Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
2015 Private Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 77,404 | $ 72,705 |
Repurchases/Exercises | (4,679) | 0 |
Measurement adjustments | 27,056 | (52,510) |
Ending balance | $ 99,781 | 20,196 |
2018 Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 58,369 | |
Repurchases/Exercises | (41) | |
Measurement adjustments | (44,475) | |
Ending balance | $ 13,853 |
Restructuring - Summary of Acti
Restructuring - Summary of Activities in the Restructuring Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 1,750 | $ 447 |
Charges | 3,142 | (60) |
Cash payments | (137) | (207) |
Non-cash movements | (1,437) | (12) |
Ending balance | 3,318 | 168 |
Employee Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,750 | 447 |
Charges | 3,142 | (72) |
Cash payments | (137) | (207) |
Non-cash movements | (1,437) | 0 |
Ending balance | 3,318 | 168 |
Facility Exit Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | 0 |
Charges | 0 | 12 |
Cash payments | 0 | 0 |
Non-cash movements | 0 | (12) |
Ending balance | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 3,142 | $ (60) |
Operating Segments | NA Modular | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 1,000 | |
Operating Segments | NA Storage | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 700 | |
Unallocated Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 1,400 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 3,514 | $ 1,787 |
Unrecognized compensation expense for options | $ 700 | |
2020 Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares which may be granted under plan (in shares) | 6,488,988 | |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 200 | 200 |
Unrecognized compensation expense for awards | $ 100 | |
Unrecognized compensation expense, period for recognition | 1 month 6 days | |
Time-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 2,100 | 1,000 |
Unrecognized compensation expense for awards | $ 24,000 | |
Unrecognized compensation expense, period for recognition | 2 years 10 months 24 days | |
Modification of awards | $ 1,100 | |
Performance-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | 1,000 | 400 |
Unrecognized compensation expense for awards | $ 19,500 | |
Unrecognized compensation expense, period for recognition | 2 years 1 month 6 days | |
Modification of awards | $ 300 | |
Performance-Based Restricted Stock Units | Awards Granted 2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
TSR payout percentage, minimum | 0.00% | |
TSR payout percentage, maximum | 200.00% | |
TSR payout percentage, target | 100.00% | |
TSR, target | 50.00% | |
TSR, minimum | 25.00% | |
TSR, maximum | 85.00% | |
Performance-Based Restricted Stock Units | Awards Granted in 2020 and Prior | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
TSR payout percentage, minimum | 0.00% | |
TSR payout percentage, maximum | 150.00% | |
TSR payout percentage, target | 100.00% | |
TSR, target | 50.00% | |
TSR, minimum | 25.00% | |
TSR, maximum | 75.00% | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 200 | $ 200 |
Unrecognized compensation expense, period for recognition | 1 year |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Award Activity (Details) - Restricted Stock Awards - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Number of Shares | |||
Beginning balance (in shares) | 57,448 | 52,755 | 52,755 |
Ending balance (in shares) | 57,448 | 57,448 | 52,755 |
Weighted-Average Grant Date Fair Value | |||
Beginning balance (in USD per share) | $ 11.75 | $ 14.69 | $ 14.69 |
Ending balance (in USD per share) | $ 11.75 | $ 11.75 | $ 14.69 |
Stock-Based Compensation - Time
Stock-Based Compensation - Time-Based RSUs (Details) - Time-Based Restricted Stock Units - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Number of Shares | ||
Beginning balance (in shares) | 1,125,766 | 1,065,305 |
Granted (in shares) | 405,505 | 174,020 |
Forfeited (in shares) | (33,238) | (15,106) |
Vested (in shares) | (144,204) | (323,678) |
Ending balance (in shares) | 1,353,829 | 900,541 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 13.44 | $ 12.78 |
Granted (in USD per share) | 27.20 | 16.78 |
Forfeited (in USD per share) | 13.62 | 13.45 |
Vested (in USD per share) | 12.92 | 12.93 |
Ending balance (in USD per share) | $ 17.61 | $ 13.49 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Based PSUs (Details) - Performance-Based Restricted Stock Units - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Number of Shares | ||
Beginning balance (in shares) | 593,388 | 288,281 |
Granted (in shares) | 397,981 | 202,923 |
Forfeited (in shares) | (10,886) | (12,700) |
Ending balance (in shares) | 980,483 | 478,504 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 14.88 | $ 13.22 |
Granted (in USD per share) | 39.10 | 16.82 |
Forfeited (in USD per share) | 14.70 | 14.70 |
Ending balance (in USD per share) | $ 24.70 | $ 14.71 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
WillScot Options | ||||
Options | ||||
Beginning balance (in shares) | 534,188 | 534,188 | ||
Forfeited (in shares) | 0 | |||
Exercised (in shares) | 0 | |||
Ending balance (in shares) | 534,188 | 534,188 | ||
Weighted-Average Exercise Price per Share | ||||
Beginning balance (in USD per share) | $ 13.60 | $ 13.60 | ||
Forfeited (in USD per share) | 13.60 | |||
Exercised (in USD per share) | 13.60 | |||
Ending balance (in USD per share) | $ 13.60 | $ 13.60 | ||
Vested and exercisable stock options (in shares) | 400,641 | 267,094 | 267,094 | 133,547 |
Vested and exercisable stock options (in USD per share) | $ 13.60 | $ 13.60 | $ 13.60 | $ 13.60 |
Vested (in shares) | 133,547 | 133,547 | ||
Vested (in USD per share) | $ 13.60 | $ 13.60 | ||
Converted Mobile Mini Options | ||||
Options | ||||
Beginning balance (in shares) | 2,031,455 | |||
Forfeited (in shares) | (6,240) | |||
Exercised (in shares) | (346,247) | |||
Ending balance (in shares) | 1,678,968 | |||
Weighted-Average Exercise Price per Share | ||||
Beginning balance (in USD per share) | $ 14.78 | |||
Forfeited (in USD per share) | 12.19 | |||
Exercised (in USD per share) | 15.89 | |||
Ending balance (in USD per share) | $ 14.57 | |||
Vested and exercisable stock options (in shares) | 1,678,968 | 1,678,968 | ||
Vested and exercisable stock options (in USD per share) | $ 0 | $ 14.57 | ||
Vested (in shares) | 0 | |||
Vested (in USD per share) | $ 0 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Interest Rate Swap - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notational amount | $ 400,000,000 | |
Fixed rate | 3.06% | |
Receive rate | 0.11% | 0.15% |
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 | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Accrued expenses | $ 11,645 | $ 11,619 |
Other non-current liabilities | $ 2,414 | $ 5,308 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities - Impact of Interest Rate Swap (Details) - Interest Rate Swap - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) recognized in OCI | $ 2,844 | $ (8,758) |
Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) reclassified from AOCI into income (effective portion) | $ 2,937 | $ (1,572) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments for the acquisition of rental equipment and property, plant and equipment | $ 9.9 | $ 5 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segment Reporting - Segment Rep
Segment Reporting - Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Leasing | $ 315,662 | $ 188,352 |
Total revenues | 425,323 | 255,821 |
Costs: | ||
Leasing | 69,895 | 49,809 |
Depreciation of rental equipment | 55,698 | 45,948 |
Gross profit | 213,380 | 106,190 |
Other selected data: | ||
Adjusted EBITDA | 163,585 | 89,544 |
Selling, general and administrative expense | 117,329 | 74,968 |
Purchases of rental equipment and refurbishments | 52,535 | 39,648 |
Delivery and installation | ||
Revenues: | ||
Revenues | 83,504 | 51,070 |
Costs: | ||
Cost of sales | 70,136 | 43,865 |
New units | ||
Revenues: | ||
Revenues | 10,955 | 9,613 |
Total revenues | 10,955 | 9,613 |
Costs: | ||
Cost of sales | 7,109 | 6,203 |
Rental units | ||
Revenues: | ||
Revenues | 15,202 | 6,786 |
Total revenues | 15,202 | 6,786 |
Costs: | ||
Cost of sales | 9,105 | 3,806 |
Unallocated Costs | ||
Other selected data: | ||
Adjusted EBITDA | 0 | 0 |
Selling, general and administrative expense | 11,837 | 12,396 |
Purchases of rental equipment and refurbishments | 0 | 0 |
NA Modular | Operating Segments | ||
Revenues: | ||
Leasing | 199,608 | 188,352 |
Total revenues | 266,224 | 255,821 |
Costs: | ||
Leasing | 51,075 | 49,809 |
Depreciation of rental equipment | 46,720 | 45,948 |
Gross profit | 113,002 | 106,190 |
Other selected data: | ||
Adjusted EBITDA | 97,371 | 89,544 |
Selling, general and administrative expense | 62,350 | 62,572 |
Purchases of rental equipment and refurbishments | 39,135 | 39,648 |
NA Modular | Operating Segments | Delivery and installation | ||
Revenues: | ||
Revenues | 48,680 | 51,070 |
Costs: | ||
Cost of sales | 44,705 | 43,865 |
NA Modular | Operating Segments | New units | ||
Revenues: | ||
Revenues | 7,460 | 9,613 |
Costs: | ||
Cost of sales | 4,874 | 6,203 |
NA Modular | Operating Segments | Rental units | ||
Revenues: | ||
Revenues | 10,476 | 6,786 |
Costs: | ||
Cost of sales | 5,848 | 3,806 |
NA Storage | Operating Segments | ||
Revenues: | ||
Leasing | 80,351 | 0 |
Total revenues | 107,748 | 0 |
Costs: | ||
Leasing | 10,733 | 0 |
Depreciation of rental equipment | 4,793 | 0 |
Gross profit | 72,619 | 0 |
Other selected data: | ||
Adjusted EBITDA | 46,322 | 0 |
Selling, general and administrative expense | 31,089 | 0 |
Purchases of rental equipment and refurbishments | 3,472 | 0 |
NA Storage | Operating Segments | Delivery and installation | ||
Revenues: | ||
Revenues | 21,365 | 0 |
Costs: | ||
Cost of sales | 15,740 | 0 |
NA Storage | Operating Segments | New units | ||
Revenues: | ||
Revenues | 2,184 | 0 |
Costs: | ||
Cost of sales | 1,341 | 0 |
NA Storage | Operating Segments | Rental units | ||
Revenues: | ||
Revenues | 3,848 | 0 |
Costs: | ||
Cost of sales | 2,522 | 0 |
UK Storage | Operating Segments | ||
Revenues: | ||
Leasing | 18,721 | 0 |
Total revenues | 27,007 | 0 |
Costs: | ||
Leasing | 4,296 | 0 |
Depreciation of rental equipment | 914 | 0 |
Gross profit | 16,493 | 0 |
Other selected data: | ||
Adjusted EBITDA | 11,064 | 0 |
Selling, general and administrative expense | 6,343 | 0 |
Purchases of rental equipment and refurbishments | 6,770 | 0 |
UK Storage | Operating Segments | Delivery and installation | ||
Revenues: | ||
Revenues | 6,750 | 0 |
Costs: | ||
Cost of sales | 4,091 | 0 |
UK Storage | Operating Segments | New units | ||
Revenues: | ||
Revenues | 871 | 0 |
Costs: | ||
Cost of sales | 589 | 0 |
UK Storage | Operating Segments | Rental units | ||
Revenues: | ||
Revenues | 665 | 0 |
Costs: | ||
Cost of sales | 624 | 0 |
Tank and Pump | Operating Segments | ||
Revenues: | ||
Leasing | 16,982 | 0 |
Total revenues | 24,344 | 0 |
Costs: | ||
Leasing | 3,791 | 0 |
Depreciation of rental equipment | 3,271 | 0 |
Gross profit | 11,266 | 0 |
Other selected data: | ||
Adjusted EBITDA | 8,828 | 0 |
Selling, general and administrative expense | 5,710 | 0 |
Purchases of rental equipment and refurbishments | 3,158 | 0 |
Tank and Pump | Operating Segments | Delivery and installation | ||
Revenues: | ||
Revenues | 6,709 | 0 |
Costs: | ||
Cost of sales | 5,600 | 0 |
Tank and Pump | Operating Segments | New units | ||
Revenues: | ||
Revenues | 440 | 0 |
Costs: | ||
Cost of sales | 305 | 0 |
Tank and Pump | Operating Segments | Rental units | ||
Revenues: | ||
Revenues | 213 | 0 |
Costs: | ||
Cost of sales | $ 111 | $ 0 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting [Abstract] | ||
Net income | $ 4,447 | $ 91,655 |
Loss on extinguishment of debt | 3,185 | 0 |
Income tax expense | 10,481 | 790 |
Interest expense | 29,964 | 28,257 |
Depreciation and amortization | 74,022 | 49,022 |
Fair value loss (gain) on common stock warrant liabilities | 27,207 | (95,329) |
Currency losses, net | 36 | 898 |
Restructuring costs, lease impairment expense and other related charges | 4,395 | 1,601 |
Transaction costs | 844 | 9,431 |
Integration costs | 7,342 | 1,685 |
Stock compensation expense | 3,514 | 1,787 |
Other Income | (1,852) | (253) |
Adjusted EBITDA | $ 163,585 | $ 89,544 |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of Weighted Average Shares Outstanding (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income attributable to common shareholders - basic | $ 4,447 | $ 91,785 |
Fair value gain on common stock warrant liabilities | 0 | (96,984) |
Net income (loss) attributable to common shareholders - dilutive | $ 4,447 | $ (5,199) |
Denominator: | ||
Basic (in shares) | 228,293,197 | 109,656,646 |
Warrants (in shares) | 3,927,000 | 3,016,000 |
Diluted (in shares) | 234,720,295 | 112,672,997 |
RSAs | ||
Denominator: | ||
Awards (in shares) | 51,000 | 0 |
Time-based RSUs | ||
Denominator: | ||
Awards (in shares) | 645,000 | 0 |
Performance-based RSUs | ||
Denominator: | ||
Awards (in shares) | 737,000 | 0 |
Stock Options | ||
Denominator: | ||
Awards (in shares) | 1,067,000 | 0 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - shares | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Earnings Per Share [Abstract] | |||
Shares issued for conversion (in shares) | 10,641,182 | ||
Class B Common Stock | |||
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) | 10,641,182 | ||
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) | 213,692 | ||
Performance-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) | 316,579 | ||
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) | 36,350 | ||
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) | 3,513,763 | 476,897 |
Related Parties - Related Party
Related Parties - Related Party Balances Included in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Total related party liabilities, net | $ (487) | $ (431) |
Trade receivables, net of allowances for credit losses | ||
Related Party Transaction [Line Items] | ||
Receivables due from affiliates | 19 | 30 |
Accrued expenses | ||
Related Party Transaction [Line Items] | ||
Amounts due to affiliates | $ (506) | $ (461) |
Related Parties - Related Par_2
Related Parties - Related Party Transactions in Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Leasing revenue from related parties | $ 106 | $ 417 |
Consulting expense to related party | (1,901) | (838) |
Total related party expense, net | $ (1,795) | $ (421) |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Aug. 22, 2018 |
Related Party Transaction [Line Items] | ||||
Shares issued for conversion (in shares) | 10,641,182 | |||
Margin Loan | Sapphire Holding S.a. r.l. | ||||
Related Party Transaction [Line Items] | ||||
Debt, face amount | $ 125,000,000 | |||
Majority Shareholder | ||||
Related Party Transaction [Line Items] | ||||
Number of shares pledged for collateral (in shares) | 42,263,208 | |||
Affiliates | ||||
Related Party Transaction [Line Items] | ||||
Purchases from affiliates | $ 1,800,000 | $ 200,000 | ||
Sapphire Holding S.a. r.l. | ||||
Related Party Transaction [Line Items] | ||||
Percentage ownership | 19.00% |