Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-37552 | |
Entity Registrant Name | WILLSCOT CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3430194 | |
Entity Address, Address Line One | 901 S. Bond Street | |
Entity Address, Address Line Two | #600 | |
Entity Address, City or Town | Baltimore | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21231 | |
City Area Code | 410 | |
Local Phone Number | 931-6000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | WSC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Central Index Key | 0001647088 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 110,555,295 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,024,419 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 4,642 | $ 3,045 |
Trade receivables, net of allowances for doubtful accounts at March 31, 2020 and December 31, 2019 of $16,471 and $15,828, respectively | 241,142 | 247,596 |
Inventories | 15,006 | 15,387 |
Prepaid expenses and other current assets | 20,580 | 14,621 |
Assets held for sale | 8,543 | 11,939 |
Total current assets | 289,913 | 292,588 |
Rental equipment, net | 1,912,995 | 1,944,436 |
Property, plant and equipment, net | 143,864 | 147,689 |
Operating lease assets | 148,152 | 146,698 |
Goodwill | 232,796 | 235,177 |
Intangible assets, net | 126,375 | 126,625 |
Other non-current assets | 3,642 | 4,436 |
Total long-term assets | 2,567,824 | 2,605,061 |
Total assets | 2,857,737 | 2,897,649 |
Liabilities and equity | ||
Accounts payable | 102,570 | 109,926 |
Accrued liabilities | 82,853 | 82,355 |
Accrued interest | 12,479 | 16,020 |
Deferred revenue and customer deposits | 85,936 | 82,978 |
Operating lease liabilities - current | 29,446 | 29,133 |
Total current liabilities | 313,284 | 320,412 |
Long-term debt | 1,625,772 | 1,632,589 |
Deferred tax liabilities | 67,017 | 70,693 |
Deferred revenue and customer deposits | 12,666 | 12,342 |
Operating lease liabilities - non-current | 119,322 | 118,429 |
Other non-current liabilities | 38,603 | 34,229 |
Long-term liabilities | 1,863,380 | 1,868,282 |
Total liabilities | 2,176,664 | 2,188,694 |
Commitments and contingencies (see Note 15) | ||
Additional paid-in-capital | 2,402,195 | 2,396,501 |
Accumulated other comprehensive loss | (89,974) | (62,775) |
Accumulated deficit | (1,692,917) | (1,689,373) |
Total shareholders' equity | 619,316 | 644,365 |
Non-controlling interest | 61,757 | 64,590 |
Total equity | 681,073 | 708,955 |
Total liabilities and equity | 2,857,737 | 2,897,649 |
Class A Common Stock | ||
Liabilities and equity | ||
Common stock | 11 | 11 |
Class B Common Stock | ||
Liabilities and equity | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Trade receivables, net of allowance | $ 16,471 | $ 15,828 |
Common stock par value (in USD per share) | $ 0.0001 | |
Class A Common Stock | ||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock issued (in shares) | 110,555,295 | 108,818,854 |
Common stock outstanding (in shares) | 110,555,295 | 108,818,854 |
Class B Common Stock | ||
Common stock par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock issued (in shares) | 8,024,419 | 8,024,419 |
Common stock outstanding (in shares) | 8,024,419 | 8,024,419 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Modular leasing | $ 188,352 | $ 177,292 |
Total revenues | 255,821 | 253,685 |
Costs: | ||
Modular leasing | 49,809 | 47,235 |
Depreciation of rental equipment | 45,948 | 41,103 |
Gross Profit | 106,190 | 103,331 |
Expenses: | ||
Selling, general and administrative | 74,968 | 73,319 |
Other depreciation and amortization | 3,074 | 2,784 |
Impairment losses on long-lived assets | 0 | 2,290 |
Lease impairment expense and other related charges | 1,661 | 3,085 |
Restructuring costs | (60) | 1,656 |
Currency losses (gains), net | 898 | (316) |
Other expense (income), net | 276 | (951) |
Operating income | 25,373 | 21,464 |
Interest expense | 28,257 | 31,115 |
Loss from operations before income tax | (2,884) | (9,651) |
Income tax expense | 790 | 378 |
Net loss | (3,674) | (10,029) |
Net loss attributable to non-controlling interest, net of tax | (130) | (758) |
Net loss attributable to WillScot | $ (3,544) | $ (9,271) |
Net loss per share attributable to WillScot - basic and diluted (in USD per share) | $ (0.03) | $ (0.09) |
Weighted average shares - basic and diluted (in shares) | 109,656,646 | 108,523,269 |
Receipts from issuance of common stock | $ 4,580 | $ 0 |
Modular delivery and installation | ||
Revenues: | ||
Revenues | 51,070 | 50,000 |
Costs: | ||
Cost of sales | 43,865 | 43,343 |
New units | ||
Revenues: | ||
Revenues | 9,613 | 14,841 |
Total revenues | 9,613 | 14,841 |
Costs: | ||
Cost of sales | 6,203 | 10,878 |
Rental units | ||
Revenues: | ||
Revenues | 6,786 | 11,552 |
Total revenues | 6,786 | 11,552 |
Costs: | ||
Cost of sales | $ 3,806 | $ 7,795 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (3,674) | $ (10,029) |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment, net of income tax expense of $0 for the three months ended March 31, 2020 and 2019 | (21,144) | 4,115 |
Net loss on derivatives, net of income tax benefit of $0 and $673 for the three months ended March 31, 2020 and 2019, respectively | (8,758) | (2,201) |
Comprehensive loss | (33,576) | (8,115) |
Comprehensive loss attributable to non-controlling interest | (2,833) | (592) |
Total comprehensive loss attributable to WillScot | $ (30,743) | $ (7,523) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment, income tax expense (benefit) | $ 0 | $ 0 |
Net losses on derivatives, tax benefit | $ 673 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Shareholders' Equity | Non-Controlling Interest | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
Beginning balance at Dec. 31, 2018 | $ 702,197 | $ 2,389,548 | $ (68,026) | $ (1,683,319) | $ 638,215 | $ 63,982 | $ 11 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2018 | 108,509,000 | 8,024,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (10,029) | (9,271) | (9,271) | (758) | ||||||
Other comprehensive income (loss) | 1,914 | 1,748 | 1,748 | 166 | ||||||
Stock-based compensation (in shares) | 184,000 | |||||||||
Stock-based compensation | 636 | 636 | 636 | |||||||
Ending Balance at Mar. 31, 2019 | 700,289 | 2,390,184 | (66,278) | (1,687,522) | 636,396 | 63,893 | $ 11 | $ 1 | ||
Ending balance (in shares) at Mar. 31, 2019 | 108,693,000 | 8,024,000 | ||||||||
Beginning balance at Dec. 31, 2019 | 708,955 | 2,396,501 | (62,775) | (1,689,373) | 644,365 | 64,590 | $ 11 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2019 | 108,818,854 | 108,819,000 | 8,024,419 | 8,024,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (3,674) | (3,544) | (3,544) | (130) | ||||||
Other comprehensive income (loss) | $ (29,902) | (27,199) | (27,199) | (2,703) | ||||||
Stock-based compensation (in shares) | 1,736,441 | 239,000 | ||||||||
Stock-based compensation | $ 1,114 | 1,114 | 1,114 | |||||||
Common stock issued in warrant exercises and redemptions (in shares) | 1,497,000 | |||||||||
Common stock issued in warrant exercises and redemptions | 4,580 | 4,580 | 4,580 | $ 0 | ||||||
Ending Balance at Mar. 31, 2020 | $ 681,073 | $ 2,402,195 | $ (89,974) | $ (1,692,917) | $ 619,316 | $ 61,757 | $ 11 | $ 1 | ||
Ending balance (in shares) at Mar. 31, 2020 | 110,555,295 | 110,555,000 | 8,024,419 | 8,024,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net loss | $ (3,674) | $ (10,029) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 49,764 | 44,346 |
Provision for doubtful accounts | 3,392 | 2,926 |
Impairment losses on long-lived assets | 0 | 2,290 |
Impairment on right of use assets | 0 | 2,439 |
Gain on sale of rental equipment and other property, plant and equipment | (2,980) | (3,888) |
Amortization of debt discounts and debt issuance costs | 2,896 | 2,792 |
Stock-based compensation expense | 1,787 | 1,290 |
Deferred income tax benefit | 684 | 378 |
Unrealized currency (gains) losses | 891 | (292) |
Changes in operating assets and liabilities | ||
Trade receivables | 636 | (26,779) |
Inventories | 281 | (1,185) |
Prepaid and other assets | (5,701) | (171) |
Operating lease assets and liabilities | (280) | 851 |
Accrued interest | (3,540) | (5,568) |
Accounts payable and other accrued liabilities | (9,760) | 1,650 |
Deferred revenue and customer deposits | 3,952 | 4,206 |
Net cash provided by operating activities | 38,348 | 15,256 |
Investing activities: | ||
Proceeds from sale of rental equipment | 6,786 | 11,601 |
Purchase of rental equipment and refurbishments | (39,648) | (51,873) |
Proceeds from the sale of property, plant and equipment | 3,840 | 87 |
Purchase of property, plant and equipment | (1,518) | (1,629) |
Net cash used in investing activities | (30,540) | (41,814) |
Financing activities: | ||
Receipts from issuance of common stock | 4,580 | 0 |
Receipts from borrowings | 35,793 | 39,264 |
Payment of financing costs | 0 | (83) |
Repayment of borrowings | (45,282) | (8,201) |
Principal payments on capital lease obligations | 0 | (32) |
Withholding taxes paid on behalf of employees on net settled stock-based awards | (673) | (654) |
Net cash (used in) provided by financing activities | (5,582) | 30,294 |
Effect of exchange rate changes on cash and cash equivalents | (629) | 85 |
Net change in cash and cash equivalents | 1,597 | 3,821 |
Cash and cash equivalents at the end of the period | 4,642 | 12,779 |
Cash and cash equivalents at the beginning of the period | 3,045 | 8,958 |
Supplemental cash flow information: | ||
Interest paid | 27,384 | 33,468 |
Income taxes paid (refunded), net | 4 | (748) |
Capital expenditures accrued or payable | $ 22,345 | $ 23,147 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada and Mexico. The Company leases, sells, delivers and installs mobile offices, modular buildings and storage products through an integrated network of branch locations that spans North America. WillScot was incorporated as a Cayman Islands exempt company under the name Double Eagle Acquisition Corporation ("Double Eagle") on June 26, 2015. Prior to November 29, 2017, Double Eagle was a Nasdaq-listed special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. On November 29, 2017, Double Eagle indirectly acquired Williams Scotsman International, Inc. (“WSII”) from Algeco Scotsman Global S.à r.l. (together with its subsidiaries, the “Algeco Group”), which was majority owned by an investment fund managed by TDR Capital LLP ("TDR Capital"). As part of the transaction, Double Eagle domesticated to Delaware and changed its name to WillScot Corporation. WillScot, whose Class A common shares are listed on the Nasdaq Capital Market (Nasdaq: WSC), serves as the holding company for the Williams Scotsman family of companies. All of the Company’s assets and operations are owned through Williams Scotsman Holdings Corp. (“WS Holdings”). WillScot operates a nd owns 91.0% of WS Holdings, and Sapphire Holding S.à r.l. (“Sapphire”), an affiliate of TDR Capital, owns the remaining 9.0%. 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 accounting principles generally accepted in the US (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, the results of operations and cash flows for the interim periods presented. On December 31, 2019, the 2019 financial statement amounts were adjusted for the adoption Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) ("ASC 842"), effective retroactively to January 1, 2019, and therefore may not agree to the Quarterly Reports filed on Form 10-Q for the respective periods of 2019. 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, 2020 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in WillScot's Annual Report on Form 10-K for the year ended December 31, 2019 . Recently Issued and Adopted Accounting Standards Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued 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 potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and will consider the impact of adoption during its analysis. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASC 326"), which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected based on relevant historical information from historical experience, adjusted for current conditions and reasonable and supportable forecasts that affect collectibility. Credit losses relating to these financial assets are recorded through an allowance for credit losses. The Company adopted ASC 326 effective January 1, 2020. The effect of this guidance was immaterial to the Company's consolidated results of operations, financial position and cash flows. Impact of COVID-19 In December 2019, a novel strain of coronavirus, COVID-19, was first detected in Wuhan, China, and it has since spread to other regions, including the United States. On March 11, 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak was a global pandemic. In response to the pandemic, many governments around the world are implementing a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. There have been significant changes to the global economic situation and to public securities markets as a consequence of the COVID-19 pandemic. It is reasonably likely that this could cause changes to estimates as a result of the markets in which the Company operates, the price of the Company’s publicly traded equity and debt in comparison to the Company’s carrying value, and the health of the global economy. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements, particularly with respect to the fair value of the Company’s reporting units in relation to potential goodwill impairment, the fair value of long-lived assets in relation to potential impairment and the allowance for doubtful accounts. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act provides several employer and corporate incentives designed to assist businesses with liquidity and support employee retention. The Company continues to assess the implications of the CARES Act to its business and believes that relevant components of the CARES Act are not material to its financial statements as a whole. |
Acquisitions and Assets Held fo
Acquisitions and Assets Held for Sale | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Assets Held for Sale | Acquisitions and Assets Held for Sale Pending Mobile Mini Merger On March 1, 2020, the Company, along with its newly formed subsidiary, Picasso Merger Sub, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mobile Mini, Inc. (“Mobile Mini”). The Merger Agreement provides for the merger of Mobile Mini with and into Merger Sub (the “Merger”), with Mobile Mini surviving as a wholly-owned subsidiary of the Company. At the effective time of the Merger, and subject to the terms and conditions set forth in the Merger Agreement, each outstanding share of the common stock of Mobile Mini shall be converted into the right to receive 2.4050 shares of WillScot Class A common stock. The Merger has been approved by the boards of directors of the Company and Mobile Mini. The Merger is subject to customary closing conditions, including receipt of regulatory approval and approval by the stockholders of the Company and Mobile Mini and is expected to close in the third quarter of 2020. Additionally, the transaction has the support of TDR Capital, the Company's largest stockholder, which has entered into a voting agreement in support of the Merger. In connection with the Merger, the Company entered into a commitment letter (the “Commitment Letter”), dated March 1, 2020, as amended and restated on March 24, 2020, and further amended and restated on May 5, 2020, with the lenders party thereto (the “Lenders”). Pursuant to the Commitment Letter, the Lenders have agreed to provide debt financing to refinance the Company’s existing ABL Facility (as defined in Note 9), Mobile Mini’s existing ABL credit facility and Mobile Mini’s outstanding senior notes due 2024 on the terms and conditions set forth in the Commitment Letter. The Company expensed $9.4 million in transaction costs related to the Merger within selling, general and administrative ("SG&A") for the three months ended March 31, 2020. Assets Held for Sale As part of the Modular Space Holdings, Inc. ("ModSpace") acquisition in 2018, the Company implemented a plan to right size its branch network and dispose of unused properties. As of March 31, 2020, the Company had five properties totaling $8.5 million included in assets held for sale. During the three months ended March 31, 2020, the Company recorded no impairment related to these assets. As of March 31, 2019, the Company had ten properties totaling $21.0 million included in assets held for sale. During the three months ended March 31, 2019, the Company recorded an impairment of $2.3 million related to assets held for sale. The fair value of the assets held for sale was determined using valuations from third party brokers, which were based on current sales prices for comparable assets, a Level 2 measurement. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
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) 2020 2019 US $ 235,328 $ 231,467 Canada 16,706 18,194 Mexico 3,787 4,024 Total revenues $ 255,821 $ 253,685 Major Product and Service Lines The Company’s revenue by major product and service line for the three months ended March 31 was as follows: Three Months Ended 2020 2019 (in thousands) Total Total Modular space leasing revenue $ 131,398 $ 123,550 Portable storage leasing revenue 5,849 6,240 VAPS (a) 41,002 37,392 Other leasing-related revenue (b) 10,103 10,110 Modular leasing revenue 188,352 177,292 Modular delivery and installation revenue 51,070 50,000 Total leasing and services revenue 239,422 227,292 New unit sales revenue 9,613 14,841 Rental unit sales revenue 6,786 11,552 Total revenues $ 255,821 $ 253,685 (a) Includes $4.0 million and $3.8 million of value added products and services ("VAPS") service revenue for the three months ended March 31, 2020 and 2019, respectively. (b) Primarily damage billings, delinquent payment charges, and other processing fees. Modular Leasing and Services Revenue The majority of revenue (72% for the three months ended March 31, 2020 an d 68% fo r the three months ended March 31, 2019 ) is generated by rental income subject to the guidance of ASC 842. The remaining revenue for the three months ended March 31, 2020 and 2019 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, approximately 72% of the Company's rental revenue is generated by lease revenue subject to the guidance of ASC 842. The customers that are responsible for the remaining revenue that is accounted for under ASC 606 are generally the same customers that rent the Company's equipment. We manage credit risk associated with our accounts receivables at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 840, the discussions below on credit risk and our allowance for doubtful accounts address our total revenues. The Company's top five customers with the largest open receivables balances represented 4.7% of the total receivables balance as of March 31, 2020. As of December 31, 2019, the Company had approximately $42.6 million of deferred revenue that relates to removal services for lease transactions and advance billings for sale transactions, which are within the scope of ASC 606. As of March 31, 2020, the Company had approximately $44.6 million of deferred revenue relating to these services which are included in deferred revenue and customer deposits in the condensed consolidated balance sheets. During the three months ended March 31, 2020, $7.9 million of previously deferred revenue relating to removal services for lease transactions and advance billings for sale transactions was recognized as revenue. The Company does not have material contract assets and it did not recognize any material impairments of any contract assets. The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues that are expected to be recognized within twelve months, the Company has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the costs ultimately incurred to provide those services and therefore the Company is applying the optional exemption to omit disclosure of such amounts. The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and will expense commissions as incurred. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases As of March 31, 2020, the undiscounted future lease payments for operating lease liabilities were as follows: (in thousands) 2020 $ 28,505 2021 35,174 2022 29,103 2023 23,264 2024 18,202 Thereafter 51,725 Total lease payments 185,973 Less: interest (37,429) Present value of lease liabilities $ 148,544 The Company’s lease activity during the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended March 31, Financial Statement Line (in thousands) 2020 2019 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,602 $ 1,818 Selling, general and administrative 7,885 8,426 Lease impairment expense and other related charges 684 317 Short-term lease expense Cost of leasing and services 7,300 7,688 Selling, general and administrative 386 813 Lease impairment expense and other related charges 212 — Variable lease expense Cost of leasing and services 1,832 642 Selling, general and administrative 867 1,086 Lease impairment expense and other related charges 287 — Total operating lease expense $ 21,055 $ 20,790 The Company initiated certain restructuring plans associated with the ModSpace acquisition in order to capture operating synergies as a result of integrating ModSpace into WillScot. The restructuring activities primarily include the termination of leases for duplicative branches, equipment and corporate facilities. As part of these plans, certain of its leased locations were vacated and leases were terminated or impaired. During the three months ended March 31, 2020, t he Company recorded $1.7 million in lease impairment expense and other related charges which are comprised of $0.5 million loss on lease exit and $1.2 million in closed location rent expense. During the three months ended March 31, 2019, the Company recorded $3.1 million in lease impairment expense and other related charges which are comprised of $2.4 million in right-of-use ("ROU") asset impairment on leased locations no longer used in operations, $0.4 million loss on lease exit and $0.3 million in closed location rent expense. Supplemental cash flow information related to operating leases for the three months ended March 31, 2020 was as follows: Three Months Ended March 31, Supplemental Cash Flow Information (in thousands) 2020 2019 Cash paid for the amounts included in the measurement of lease liabilities $ 10,108 $ 9,826 Right of use assets obtained in exchange for lease obligations $ 13,270 $ 8,934 Weighted-average remaining operating lease terms and the weighted average discount rates as of March 31, 2020 and December 31, 2019 were as follows: Lease Terms and Discount Rates March 31, December 31, 2019 Weighted-average remaining lease term 6.55 years 6.51 years Weighted-average discount rate 6.8 % 7.0 % The Company presents information related to leasing revenues in Note 3. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | InventoriesInventories were comprised of raw materials and consumables of $15.0 million and $15.4 million at March 31, 2020 and December 31, 2019, respectively. |
Rental Equipment, net
Rental Equipment, net | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Modular units and portable storage $ 2,446,510 $ 2,455,471 Value added products 125,384 121,855 Total rental equipment 2,571,894 2,577,326 Less: accumulated depreciation (658,899) (632,890) Rental equipment, net $ 1,912,995 $ 1,944,436 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill were as follows: (in thousands) Modular – US Modular – Other North America Total Balance at December 31, 2018 $ 213,264 $ 33,753 $ 247,017 Changes to preliminary purchase price accounting (9,331) (4,148) (13,479) Effects of movements in foreign exchange rates — 1,639 1,639 Balance at December 31, 2019 203,933 31,244 235,177 Effects of movements in foreign exchange rates — (2,381) (2,381) Balance at March 31, 2020 $ 203,933 $ 28,863 $ 232,796 The Company had no goodwill impairment during the three months ended March 31, 2020 or the year ended December 31, 2019. The Company considered the economic environment resulting from the COVID-19 pandemic as part of its review for indicators of potential impairment and reviewed qualitative information currently available in determining if it was more likely than not that the fair values of the Company’s reporting units were less than the carrying amounts as of March 31, 2020. Based on the Company’s current long-term projections and the extent of fair value in excess of carrying value at the Company's October 1, 2019 annual impairment test date, management concluded that it is not more likely than not that the fair value of the Company's reporting units were less than their carrying amount during the three months ended March 31, 2020 and therefore no impairment occurred. |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 (in thousands) Remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: ModSpace trade name 1.4 $ 3,000 $ (1,625) $ 1,375 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 128,000 $ (1,625) $ 126,375 December 31, 2019 (in thousands) Remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: ModSpace trade name 1.7 $ 3,000 $ (1,375) $ 1,625 Indefinite-lived intangible assets: Trade names 125,000 — 125,000 Total intangible assets other than goodwill $ 128,000 $ (1,375) $ 126,625 In the ModSpace acquisition, the Company allocated $3.0 million to definite-lived intangible assets related to the ModSpace trade name. The ModSpace trade name has an estimated useful life of three years. These intangibles are non-deductible for income tax purposes. For both the three months ended March 31, 2020 and 2019, t he aggregate amount recorded to other depreciation and amortization expense for the ModSpace trade name was $0.3 million. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 2022 Secured Notes 7.875% 2022 $ 264,982 $ 264,576 2023 Secured Notes 6.875% 2023 483,201 482,768 US ABL Facility Varies 2022 877,589 885,245 Canadian ABL Facility (a) Varies 2022 — — Total long-term debt $ 1,625,772 $ 1,632,589 (a) As of March 31, 2020 and December 31, 2019, the Company had no outstanding principal borrowings on the Canadian ABL Facility and $1.8 million and $2.1 million of related debt issuance costs, respectively. As there were no principal borrowings outstanding on the Canadian ABL Facility, the $1.8 million and $2.1 million of debt issuance costs related to that facility are included in other non-current assets on the condensed consolidated balance s heet as of March 31, 2020 and December 31, 2019, respectively. The Company is subject to various covenants and restrictions for the ABL Facility, the 2022 Secured Notes and the 2023 Secured Notes. The Company was in compliance with all covenants related to debt as of March 31, 2020 and December 31, 2019. ABL Facility On November 29, 2017, WS Holdings, WSII and certain of its subsidiaries entered into an ABL credit agreement (the “ABL Facility”), as amended in July and August 2018, that provides a senior secured revolving credit facility that matures on May 29, 2022. The ABL Facility consists of (i) a $1.285 billion asset-backed revolving credit facility (the “US ABL Facility”) for WSII and certain of its domestic subsidiaries (the “US Borrowers”), (ii) a $140.0 million asset-based revolving credit facility (the “Canadian ABL Facility”) for certain Canadian subsidiaries of WSII (the “Canadian Borrowers,” and together with the US Borrowers, the “Borrowers”), and (iii) an accordion feature that permits the Borrowers to increase the lenders’ commitments in an aggregate amount not to exceed $375.0 million, subject to the satisfaction of customary conditions and lender approval, plus a ny voluntary prepayments that are accompanied by permanent commitment reductions under the ABL Facility. Borrowing availability under the ABL Facility is equal to the lesser of $1.425 billion and the applicable borrowing bases (the “Line Cap”). The borrowing bases are a function of, among other things, the value of the assets in the relevant collateral pool. At March 31, 2020, the Line Cap is $1.412 billion. The obligations of the US Borrowers are unconditionally guaranteed by WS Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of WS Holdings, other than excluded subsidiaries (together with WS Holdings, the "US Guarantors"). The obligations of the Canadian Borrowers are unconditionally guaranteed by the US Borrowers and the US Guarantors, and each existing and subsequently acquired or organized direct or indirect wholly-owned Canadian organized restricted subsidiary of WS Holdings other than certain excluded subsidiaries (together with the US Guarantors, the "ABL Guarantors"). At March 31, 2020, the weighted average interest rate for borrowings under the ABL Facility wa s 3.30%. The weighted average interest rate on the balance outstanding, as adjusted for the effects of the interest rate swap agreements was 4.35%. Refer to Note 14 for a more detailed discussion on interest rate management. At March 31, 2020, the Borrowers had $505.8 million of available borrowing capacity under the ABL Facility, including $378.8 million under the US ABL Facility and $127.0 million under the Canadian ABL Facility. At December 31, 2019, the Borrowers had $509.1 million of available borrowing capacity under the ABL Facility, including $369.3 million under the US ABL Facility and $139.8 million under the Canadian ABL Facility. The Company had issu ed $12.7 million of standby letters of credit under the ABL Facility at March 31, 2020 and December 31, 2019. At March 31, 2020, letters of credit and guarantees carried fees of 2.625%. The Company h ad $893.5 million an d $903.0 million in outstanding principal under the ABL Facility at March 31, 2020 and December 31, 2019, respectively. Debt issuance costs and discounts o f $15.9 million an d $17.8 million are included in the carrying value of the ABL Facility at March 31, 2020 and December 31, 2019, respectively. 2022 Senior Secured Notes WSII has $270.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured Notes”) under an indenture dated November 29, 2017, entered into by and among WSII, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. Interest is payable semi-annually on June 15 and December 15, beginning June 15, 2018. On December 13, 2019, the Company completed a partial redemption of $30.0 million of the then outstanding $300.0 million of 2022 Secured Notes at a redemption price of 103% using proceeds from its ABL Facility. The Company recorded a loss on extinguishment of debt of $1.5 million, which included $0.9 million of an early redemption premium and $0.6 million related to the write-off of unamortized deferred financing fees. Unamortized debt issuance costs pertaining to the 2022 Secured Notes were $5.0 million and $5.4 million as of March 31, 2020 and December 31, 2019, respectively. 2023 Senior Secured Notes On August 6, 2018, a special purpose subsidiary of WSII (the "Issuer") completed a private offering of $300.0 million in aggregate principal amount of its 6.875% senior secured notes due August 15, 2023 (the “Initial 2023 Secured Notes”). The Issuer entered into an indenture dated August 6, 2018 with Deutsche Bank Trust Company Americas, as trustee, which governs the terms of the Initial 2023 Secured Notes. In connection with the ModSpace acquisition, the Issuer merged with and into WSII and WSII assumed the Initial 2023 Secured Notes. Interest is payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019. On May 14, 2019, WSII completed a tack-on offering of $190.0 million in aggregate principal amount to the Initial 2023 Secured Notes (the "Tack-on Notes"). The Tack-on Notes were issued as additional securities under an indenture, dated August 6, 2018, by and among the Issuer, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and collateral agent. The Tack-On Notes and the Initial 2023 Secured Notes are treated as a single class of debt securities under the indenture (the "2023 Secured Notes") and together with the 2022 Secured Notes, the "Senior Secured Notes"). The Tack-On Notes ha ve identical terms to the Initial 2023 Secured Notes, other than with respect to the issue date and issue price. WSII incurred a total of $3.0 million in debt issuance costs in connection with the tack-on offering, which were deferred and will be amortized through the August 15, 2023 maturity date. The Tack-on Notes were issued at a premium of $0.5 million which will be amortized through the August 15, 2023 maturity date. The proceeds of the Tack-On Notes were used to repay a portion of the US ABL Facility. Unamortized debt issuance costs and discounts, net of premium, pertaining to the 2023 Secured Notes were $6.8 million and $7.2 million as of March 31, 2020 and December 31, 2019, respectively. 2023 Senior Unsecured Notes On August 3, 2018, a special purpose subsidiary of WSII completed a private offering of $200.0 million in aggregate principal amount of its senior unsecured notes due November 15, 2023 (the “Unsecured Notes”). On June 19, 2019 (the "Redemption Date"), WSII used proceeds from its US ABL Facility to redeem all $200.0 million in aggregate outstanding principal amount of the Unsecured Notes at a redemption price of 102.0%, plus a make-whole premium of 1.126% and any accrued and unpaid interest to, but not including, the Redemption Date. The Company recorded a loss on extinguishment of $7.2 million during the second quarter of 2019, which included $6.2 million of make-whole premiums and $1.0 million related to the write-off of unamortized deferred financing fees. Prior to the redemption, the Unsecured Notes bore interest at a rate of 10% per annum. Interest was payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Equity Common Stock and Warrants Common Stock In connection with the stock compensation vesting event described in Note 13 and the warrant exercises described below, the Company issued 1,736,441 shares of com mon stock during the three months ended March 31, 2020. Warrants Double Eagle issued warrants to purchase its common stock as components of units sold in its initial public offering (the “Public Warrants”). Double Eagle also issued warrants to purchase its common stock in a private placement concurrently with its initial public offering (the “Private Warrants,” and together with the Public Warrants, the "2015 Warrants"). On January 24, 2020, the Company delivered a notice (the “Redemption Notice”) to redeem all of its outstanding Public Warrants to purchase the Company’s Class A common stock, which were issued under the warrant agreement, dated September 10, 2015, by and between Double Eagle and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), as part of the units sold in Double Eagle's initial public offering that remained unexercised on February 24, 2020. As further described in the Redemption Notice and permitted under the Warrant Agreement, holders of the Public Warrants who exercised such Public Warrants 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 Public Warrants were exercised for cash, resulting in the Company receiving cash proceeds of $4.6 million in the aggregate. An aggregate of 398,305 shares of the Company's Class A common stock were issued in connection with these exercises. After January 24, 2020 through February 24, 2020, 5,836,048 Public Warrants were exercised on a cashless basis. An aggregate of 1,097,162 shares of the Company's Class A common stock were issued in connection with these exercises. Thereafter, the Company completed the redemption of 38,509 remaining Public Warrants for $0.01 per warrant. As part of the ModSpace acquisition purchase price, the Company issued warrants to purchase shares of WillScot’s Class A common stock at an exercise price of $15.50 per share (the "2018 Warrants"). At March 31, 2020, 9,966,070 of the 2018 Warrants and 17,561,700 of the Private Warrants were outstanding. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the three months ended March 31, 2020 and 2019 were as follows: (in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total Balance at December 31, 2019 $ (52,982) $ (9,793) $ (62,775) Total other comprehensive loss prior to reclassifications (21,144) (10,330) (31,474) Reclassifications to the statements of operations — 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) (in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total Balance at December 31, 2018 $ (62,608) $ (5,418) $ (68,026) Total other comprehensive income (loss) prior to reclassifications 4,115 (2,636) 1,479 Reclassifications to statements of operations — 435 435 Less other comprehensive (loss) income attributable to non-controlling interest (364) 198 (166) Balance at March 31, 2019 $ (58,857) $ (7,421) $ (66,278) For the three months ended March 31, 2020 and 2019, $1.6 million and $0.6 million, respectively, was reclassified from AOCL into the condensed consolidated statement of operations within interest expense related to the interest rate swaps discussed in Note 14. For the three months ended March 31, 2020 and 2019, the Company recorded a tax benefit of $0.0 million and $0.1 million, respectively, associated with this reclassification. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded $0.8 million and $0.4 million of income tax expense for the three months ended March 31, 2020 and 2019, mainly related to accrued interest on uncertain tax positions and legislative changes in the first quarter of 2020, and accrued interest on uncertain tax positions in 2019, discrete to the quarter, respectively. The Company’s effective tax rate for the three months ended March 31, 2020 and 2019 was (27.4)%, and (3.9)%, respectively. T he Company did not recognize a tax benefit for loss from operations as of March 31, 2020, |
Fair Value Measures
Fair Value Measures | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | Fair Value Measures The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions The Company has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, capital lease and other financing obligations, and other current liabilities approximate their carrying amounts. The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy: March 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 US ABL Facility $ 877,589 $ — $ 893,500 $ — $ 885,245 $ — $ 903,000 $ — Canadian ABL Facility — — — — — — — — 2022 Secured Notes 264,982 — 262,429 — 264,576 — 282,250 — 2023 Secured Notes 483,201 — 473,498 — 482,768 — 517,334 — Total $ 1,625,772 $ — $ 1,629,427 $ — $ 1,632,589 $ — $ 1,702,584 $ — The carrying value of the US ABL Facility, the 2022 Secured Notes and the 2023 Secured Notes includes $15.9 million, $5.0 million and $6.8 million, respectively, of unamortized debt issuance costs as of March 31, 2020, which are presented as a direct reduction of the corresponding liability. The carrying value of the US ABL Facility, the 2022 Secured Notes and the 2023 Secured Notes includes $17.8 million, $5.4 million and $7.2 million, respectively, of unamortized debt issuance costs for the year ended December 31, 2019, which are presented as a direct reduction of the corresponding liability. The carrying value of the US and Canadian ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair value of the 2022 Secured Notes and the 2023 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 14. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation During the three months ended March 31, 2020, 174,020 time-based restricted stock units ("Time-Based RSUs") and 202,923 market-based restricted stock units ("Market-Based RSUs", and together with the Time-Based RSUs, the "RSUs") were granted under the WillScot Corporation 2017 Incentive Award Plan (the "Plan"). During the three months ended March 31, 2020, 323,678 Time-Based RSUs and 133,547 stock options vested in accordance with their terms, resulting in the issuance of 238,927 shares of common stock to participants, net of 84,751 shares withheld to cover taxes. During the three months ended March 31, 2020, 15,106 Time-Based RSUs and 12,700 Market-Based RSUs were forfeited. At March 31, 2020, 52,755 RSAs, 900,541 Time-Based RSUs, 478,504 Market-Based RSUs, and 253,328 stock options were unvested, with weighted average grant date fair values of $14.69, $13.49, $14.71, and $5.51, respectively. RSAs Compensation expense for restricted stock awards ("RSAs") recognized in SG&A on the condensed consolidated statements of operations was $0.2 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively, with associated tax benefits of $0.0 million and $0.1 million. A t March 31, 2020, there w as $0.2 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted avera ge vesting p eriod of 0.2 years. Time-Based RSUs Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $1.0 million and $0.8 million for the three months ended March 31, 2020 and 2019, respectively, with associated tax benefits of $0.0 million and $0.2 million. At March 31, 2020, unrecognized compensation cost related to Time-Based RSUs totaled $12.0 million and is expected to be recognized over the remaining weighted average vesting per iod of 2.7 years. Market-Based RSUs Compensation expense for Market-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $0.4 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively, with no associated tax benefits. At March 31, 2020, unrecognized compensation cost related to Market-Based RSUs totaled $5.7 million and is expected to be recognized over the remaining vesting period of 2.4 years. Stock Option Awards Com pensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.2 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively , with no associated tax b enefits. At March 31, 2020, unrecognized compensation c ost re lated to stock option awards totaled $1.4 million and is expected to be recognized over the remaining vesting period of 2.0 years. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives On November 6, 2018, WSII entered into an interest rate swap agreement (the “Swap Agreement”) with a financial counterparty that effectively converts $400.0 million in aggregate notional amount of variable-rate debt under the Company’s ABL Facility into fixed-rate debt. The Swap Agreement will terminate on May 29, 2022, at the same time the Company’s ABL Facility matures. Under the terms of the Swap Agreement, the Company receives a floating rate equal to 1 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 0.70% and 1.74% at March 31, 2020 and December 31, 2019, 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 Location March 31, 2020 December 31, 2019 Cash Flow Hedges: Interest rate swap Accrued liabilities $ 10,072 $ 5,348 Interest rate swap Other long-term liabilities $ 13,162 $ 8,943 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, 2020 and December 31, 2019, 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 statement of operations for the three months ending March 31: (in thousands) 2020 2019 Loss recognized in OCI $ (8,758) $ (2,874) Location of loss recognized in income Interest expense Interest expense Loss reclassified from AOCI into income (effective portion) $ (1,572) $ (568) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments At March 31, 2020 and December 31, 2019, commitments for the acquisition of rental equipment and property, plant and equipment were $9.9 million an d $4.5 million, respectively. Contingencies The Company is involved in various lawsuits or claims in the ordinary course of business. Management is of the opinion that there is no pending claim or lawsuit which, if adversely determined, would have a material effect on the Company’s financial condition, results of operations or cash flows. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company operates in one principal line of business: modular leasing and sales. Modular leasing and sales is comprised of two operating segments: US and Other North America. The US modular operating segment (“Modular - US”) consists of the contiguous 48 states and Hawaii. The Other North America operating segment (“Modular - Other North America”) consists of Alaska, Canada and Mexico. Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management. Transactions between reportable segments are not significant. The Chief Operating Decision Maker ("CODM") evaluates business segment performance on Adjusted EBITDA, which excludes certain items as shown in the reconciliation of the Company’s consolidated net loss before tax to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company. The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance. The Company considers Adjusted EBITDA to be the more important metric because it more fully captures the business performance of the segments, inclusive of indirect costs. Reportable Segments The following tables set forth certain information regarding each of the Company’s reportable segments fo r the three months ended March 31, 2020 and 2019, respectively. Three Months Ended March 31, 2020 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 172,575 $ 15,777 $ 188,352 Modular delivery and installation 47,617 3,453 51,070 Sales revenue: New units 9,267 346 9,613 Rental units 4,405 2,381 6,786 Total revenues 233,864 21,957 255,821 Costs: Cost of leasing and services: Modular leasing 46,884 2,925 49,809 Modular delivery and installation 40,706 3,159 43,865 Cost of sales: New units 6,007 196 6,203 Rental units 2,305 1,501 3,806 Depreciation of rental equipment 41,653 4,295 45,948 Gross profit $ 96,309 $ 9,881 $ 106,190 Other selected data: Adjusted EBITDA $ 81,685 $ 7,859 $ 89,544 Selling, general and administrative expense $ 68,663 $ 6,305 $ 74,968 Other depreciation and amortization $ 2,877 $ 197 $ 3,074 Purchases of rental equipment and refurbishments $ 37,006 $ 2,642 $ 39,648 Three Months Ended March 31, 2019 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 161,885 $ 15,407 $ 177,292 Modular delivery and installation 46,006 3,994 50,000 Sales revenue: New units 13,961 880 14,841 Rental units 8,323 3,229 11,552 Total revenues 230,175 23,510 253,685 Costs: Cost of leasing and services: Modular leasing 43,883 3,352 47,235 Modular delivery and installation 39,751 3,592 43,343 Cost of sales: New units 10,250 628 10,878 Rental units 5,869 1,926 7,795 Depreciation of rental equipment 36,474 4,629 41,103 Gross profit $ 93,948 $ 9,383 $ 103,331 Other selected data: Adjusted EBITDA $ 75,946 $ 7,408 $ 83,354 Selling, general and administrative expense $ 65,930 $ 7,389 $ 73,319 Other depreciation and amortization $ 2,574 $ 210 $ 2,784 Purchases of rental equipment and refurbishments $ 49,921 $ 1,952 $ 51,873 The following tables present a reconciliation of the Company’s (loss) income from operations before income tax to Adjusted EBITDA by segment for the three months ended March 31, 2020 and 2019, respectively: Three Months Ended March 31, 2020 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (4,273) $ 1,389 $ (2,884) Interest expense 27,928 329 28,257 Depreciation and amortization 44,530 4,492 49,022 Currency (gains) losses, net (525) 1,423 898 Restructuring costs, lease impairment expense and other related charges 1,355 246 1,601 Transaction costs 9,431 — 9,431 Integration costs 1,696 (11) 1,685 Stock compensation expense 1,787 — 1,787 Other income (244) (9) (253) Adjusted EBITDA $ 81,685 $ 7,859 $ 89,544 Three Months Ended March 31, 2019 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (10,044) $ 393 $ (9,651) Interest expense 30,582 533 31,115 Depreciation and amortization 39,047 4,840 43,887 Currency gains, net (130) (186) (316) Restructuring costs, lease impairment expense and other related charges 4,177 564 4,741 Goodwill and other impairments 1,801 489 2,290 Integration costs 9,352 786 10,138 Stock compensation expense 1,290 — 1,290 Other income (129) (11) (140) Adjusted EBITDA $ 75,946 $ 7,408 $ 83,354 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share (“EPS”) is calculated by dividing net loss attributable to WillScot by the weighted average number of Class A common shares outstanding during the period. The common shares issued as a result of the vesting of RSUs and for warrants exercised or redeemed during the three months ended March 31, 2020, were included in EPS based on the weighted average number of days in which they were vested and outstanding during the period. Class B common shares have no rights to dividends or distrib utions made by the Company and, in turn, are excluded from the EPS calculation. Pursuant to the exchange agreement entered into by WS Holding's shareholders, Sapphire has the right, but not the obligation, to exchange all, but not less than all, of its shares of WS Holdings into newly issued shares of WillScot’s Class A common stock in a private placement transaction. In connection with the pending Merger, Sapphire has agreed to exchange all of its shares of common stock, par value $0.0001 per share, of WS Holdings, immediately prior to the effective time of the Merger, for shares of WillScot's Class A common stock, at an exchange ratio of 1.3261 times, without any subsequent adjustment. As a result of such exchange, at the effective time of the Merger, all issued and outstanding shares of the Company's Class B common stock (which are held by Sapphire) will be cancelled. The effect of the cancellation of shares of Class B common stock would be anti-dilutive for the three months ended March 31, 2020 and 2019. Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that could occur if dilutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive. Stock options, Time-Based RSUs, RSAs, and warrants representing 534,188, 900,541, 52,755, and 18,746,920 shares of Class A common stock outstanding for the three months ended March 31, 2020 were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Market-Based RSUs representing 578,886 shares of Class A common stock outstanding for the three months ended March 31, 2020, which can vest at 0% to 150% of the amount granted, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Stock options, Time-Based RSUs, RSAs, and warrants representing 589,257, 1,117,953, 44,378 and 22,183,513 shares of Class A common stock outstanding for the three months ended March 31, 2019, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Market-Based RSUs representing 302,182 shares of Class A common stock outstanding for the three months ended March 31, 2019, which can vest at 0% to 150% of the amount granted, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related party balances included in the Company’s consolidated balance sheet at March 31, 2020 and December 31, 2019, consisted of the following: (in thousands) Financial statement line Item March 31, 2020 December 31, 2019 Receivables due from affiliates Accounts receivable, net $ 376 $ 26 Amounts due to affiliates (a) Accrued liabilities (981) (883) Total related party liabilities, net $ (605) $ (857) (a) The Company had accrued expenses of $0.2 million and $0.6 million at March 31, 2020 and December 31, 2019, respectively, included in amounts due to affiliates, related to rental equipment purchases from an entity within the Algeco Group. Two of the Company's directors also serve on the board of directors to a consulting firm with which the Company incurs professional fees. Related party transactions included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2020 and 2019, respectively, consisted of the following: Three Months Ended (in thousands) Financial statement line item 2020 2019 Leasing revenue from related parties Modular leasing revenue $ 417 $ 74 Consulting expense to related party (a) Selling, general & administrative expenses (838) (272) Total related party expense, net $ (421) $ (198) (a) Two of the Company's directors also serve on the board of directors to a consulting firm with which the Company incurs professional fees. On August 22, 2018, WillScot’s majority stockholder, Sapphire, entered into a margin loan (the "Margin Loan") under which all of its WillScot Class A common stock was pledged to secure $125.0 million of borrowings under the loan agreement. WillScot is not a party to the loan agreement and has no obligations thereunder, but WillScot delivered an issuer agreement to the lenders under which WillScot has agreed to certain obligations relating to the shares pledged by Sapphire and, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies with respect to the pledged shares. In connection with the Margin Loan, on August 24, 2018, WSII entered into a two-year supply agreement with Target Logistics Management LLC, an affiliate controlled by Sapphire, under which, subject to limited exceptions, WSII acquired the exclusive right to supply modular units, portable storage units, and other ancillary products ordered by the affiliate in the US. As of March 31, 2020, the 49,053,740 shares of WillScot Class A common stock pledged by Sapphire represented approximately 44.4% of WillScot’s issued and outstanding Class A shares. The Company had capital expenditures of rental equipment purchased from related party affiliates of $0.2 million and $1.5 million for three months ended March 31, 2020 and 2019, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 accounting principles generally accepted in the US (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, the results of operations and cash flows for the interim periods presented. On December 31, 2019, the 2019 financial statement amounts were adjusted for the adoption Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) ("ASC 842"), effective retroactively to January 1, 2019, and therefore may not agree to the Quarterly Reports filed on Form 10-Q for the respective periods of 2019. 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, 2020 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in WillScot's Annual Report on Form 10-K for the year ended December 31, 2019 . |
Recently Issued and Adopted Accounting Standards | Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued 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 potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and will consider the impact of adoption during its analysis. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASC 326"), which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected based on relevant historical information from historical experience, adjusted for current conditions and reasonable and supportable forecasts that affect collectibility. Credit losses relating to these financial assets are recorded through an allowance for credit losses. The Company adopted ASC 326 effective January 1, 2020. The effect of this guidance was immaterial to the Company's consolidated results of operations, financial position and cash flows. |
Impact of COVID-19 | In December 2019, a novel strain of coronavirus, COVID-19, was first detected in Wuhan, China, and it has since spread to other regions, including the United States. On March 11, 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak was a global pandemic. In response to the pandemic, many governments around the world are implementing a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. There have been significant changes to the global economic situation and to public securities markets as a consequence of the COVID-19 pandemic. It is reasonably likely that this could cause changes to estimates as a result of the markets in which the Company operates, the price of the Company’s publicly traded equity and debt in comparison to the Company’s carrying value, and the health of the global economy. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements, particularly with respect to the fair value of the Company’s reporting units in relation to potential goodwill impairment, the fair value of long-lived assets in relation to potential impairment and the allowance for doubtful accounts. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act provides several employer and corporate incentives designed to assist businesses with liquidity and support employee retention. The Company continues to assess the implications of the CARES Act to its business and believes that relevant components of the CARES Act are not material to its financial statements as a whole. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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) 2020 2019 US $ 235,328 $ 231,467 Canada 16,706 18,194 Mexico 3,787 4,024 Total revenues $ 255,821 $ 253,685 The Company’s revenue by major product and service line for the three months ended March 31 was as follows: Three Months Ended 2020 2019 (in thousands) Total Total Modular space leasing revenue $ 131,398 $ 123,550 Portable storage leasing revenue 5,849 6,240 VAPS (a) 41,002 37,392 Other leasing-related revenue (b) 10,103 10,110 Modular leasing revenue 188,352 177,292 Modular delivery and installation revenue 51,070 50,000 Total leasing and services revenue 239,422 227,292 New unit sales revenue 9,613 14,841 Rental unit sales revenue 6,786 11,552 Total revenues $ 255,821 $ 253,685 (a) Includes $4.0 million and $3.8 million of value added products and services ("VAPS") service revenue for the three months ended March 31, 2020 and 2019, respectively. (b) Primarily damage billings, delinquent payment charges, and other processing fees. |
Schedule of Accounts and Notes Receivable Allowances | (in thousands) Three Months Ended Year Ended December 31, 2019 Balance at beginning of year $ 15,828 $ 9,340 Net charges to bad debt expense and revenue 3,392 14,496 Write-offs (2,744) (7,945) Foreign currency translation and other (5) (63) Balance at end of period $ 16,471 $ 15,828 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | As of March 31, 2020, the undiscounted future lease payments for operating lease liabilities were as follows: (in thousands) 2020 $ 28,505 2021 35,174 2022 29,103 2023 23,264 2024 18,202 Thereafter 51,725 Total lease payments 185,973 Less: interest (37,429) Present value of lease liabilities $ 148,544 |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company’s lease activity during the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended March 31, Financial Statement Line (in thousands) 2020 2019 Operating Lease Expense Fixed lease expense Cost of leasing and services $ 1,602 $ 1,818 Selling, general and administrative 7,885 8,426 Lease impairment expense and other related charges 684 317 Short-term lease expense Cost of leasing and services 7,300 7,688 Selling, general and administrative 386 813 Lease impairment expense and other related charges 212 — Variable lease expense Cost of leasing and services 1,832 642 Selling, general and administrative 867 1,086 Lease impairment expense and other related charges 287 — Total operating lease expense $ 21,055 $ 20,790 |
Lease Activity | Supplemental cash flow information related to operating leases for the three months ended March 31, 2020 was as follows: Three Months Ended March 31, Supplemental Cash Flow Information (in thousands) 2020 2019 Cash paid for the amounts included in the measurement of lease liabilities $ 10,108 $ 9,826 Right of use assets obtained in exchange for lease obligations $ 13,270 $ 8,934 |
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, 2020 and December 31, 2019 were as follows: Lease Terms and Discount Rates March 31, December 31, 2019 Weighted-average remaining lease term 6.55 years 6.51 years Weighted-average discount rate 6.8 % 7.0 % |
Rental Equipment, net (Tables)
Rental Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Modular units and portable storage $ 2,446,510 $ 2,455,471 Value added products 125,384 121,855 Total rental equipment 2,571,894 2,577,326 Less: accumulated depreciation (658,899) (632,890) Rental equipment, net $ 1,912,995 $ 1,944,436 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill activity | Changes in the carrying amount of goodwill were as follows: (in thousands) Modular – US Modular – Other North America Total Balance at December 31, 2018 $ 213,264 $ 33,753 $ 247,017 Changes to preliminary purchase price accounting (9,331) (4,148) (13,479) Effects of movements in foreign exchange rates — 1,639 1,639 Balance at December 31, 2019 203,933 31,244 235,177 Effects of movements in foreign exchange rates — (2,381) (2,381) Balance at March 31, 2020 $ 203,933 $ 28,863 $ 232,796 |
Intangible (Tables)
Intangible (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 (in thousands) Remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: ModSpace trade name 1.4 $ 3,000 $ (1,625) $ 1,375 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 128,000 $ (1,625) $ 126,375 December 31, 2019 (in thousands) Remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: ModSpace trade name 1.7 $ 3,000 $ (1,375) $ 1,625 Indefinite-lived intangible assets: Trade names 125,000 — 125,000 Total intangible assets other than goodwill $ 128,000 $ (1,375) $ 126,625 |
Schedule of Intangible Assets | Intangible assets other than goodwill at the respective balance sheet dates consisted of the following: March 31, 2020 (in thousands) Remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: ModSpace trade name 1.4 $ 3,000 $ (1,625) $ 1,375 Indefinite-lived intangible assets: Trade name 125,000 — 125,000 Total intangible assets other than goodwill $ 128,000 $ (1,625) $ 126,375 December 31, 2019 (in thousands) Remaining life (in years) Gross carrying amount Accumulated amortization Net book value Intangible assets subject to amortization: ModSpace trade name 1.7 $ 3,000 $ (1,375) $ 1,625 Indefinite-lived intangible assets: Trade names 125,000 — 125,000 Total intangible assets other than goodwill $ 128,000 $ (1,375) $ 126,625 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 2022 Secured Notes 7.875% 2022 $ 264,982 $ 264,576 2023 Secured Notes 6.875% 2023 483,201 482,768 US ABL Facility Varies 2022 877,589 885,245 Canadian ABL Facility (a) Varies 2022 — — Total long-term debt $ 1,625,772 $ 1,632,589 (a) As of March 31, 2020 and December 31, 2019, the Company had no outstanding principal borrowings on the Canadian ABL Facility and $1.8 million and $2.1 million of related debt issuance costs, respectively. As there were no principal borrowings outstanding on the Canadian ABL Facility, the $1.8 million and $2.1 million of debt issuance costs related to that facility are included in other non-current assets on the condensed consolidated balance s heet as of March 31, 2020 and December 31, 2019, respectively. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the three months ended March 31, 2020 and 2019 were as follows: (in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total Balance at December 31, 2019 $ (52,982) $ (9,793) $ (62,775) Total other comprehensive loss prior to reclassifications (21,144) (10,330) (31,474) Reclassifications to the statements of operations — 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) (in thousands) Foreign Currency Translation Unrealized losses on hedging activities Total Balance at December 31, 2018 $ (62,608) $ (5,418) $ (68,026) Total other comprehensive income (loss) prior to reclassifications 4,115 (2,636) 1,479 Reclassifications to statements of operations — 435 435 Less other comprehensive (loss) income attributable to non-controlling interest (364) 198 (166) Balance at March 31, 2019 $ (58,857) $ (7,421) $ (66,278) |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Financial Assets and Liabilities | The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy: March 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 US ABL Facility $ 877,589 $ — $ 893,500 $ — $ 885,245 $ — $ 903,000 $ — Canadian ABL Facility — — — — — — — — 2022 Secured Notes 264,982 — 262,429 — 264,576 — 282,250 — 2023 Secured Notes 483,201 — 473,498 — 482,768 — 517,334 — Total $ 1,625,772 $ — $ 1,629,427 $ — $ 1,632,589 $ — $ 1,702,584 $ — |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Location March 31, 2020 December 31, 2019 Cash Flow Hedges: Interest rate swap Accrued liabilities $ 10,072 $ 5,348 Interest rate swap Other long-term liabilities $ 13,162 $ 8,943 |
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 statement of operations for the three months ending March 31: (in thousands) 2020 2019 Loss recognized in OCI $ (8,758) $ (2,874) Location of loss recognized in income Interest expense Interest expense Loss reclassified from AOCI into income (effective portion) $ (1,572) $ (568) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and 2019, respectively. Three Months Ended March 31, 2020 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 172,575 $ 15,777 $ 188,352 Modular delivery and installation 47,617 3,453 51,070 Sales revenue: New units 9,267 346 9,613 Rental units 4,405 2,381 6,786 Total revenues 233,864 21,957 255,821 Costs: Cost of leasing and services: Modular leasing 46,884 2,925 49,809 Modular delivery and installation 40,706 3,159 43,865 Cost of sales: New units 6,007 196 6,203 Rental units 2,305 1,501 3,806 Depreciation of rental equipment 41,653 4,295 45,948 Gross profit $ 96,309 $ 9,881 $ 106,190 Other selected data: Adjusted EBITDA $ 81,685 $ 7,859 $ 89,544 Selling, general and administrative expense $ 68,663 $ 6,305 $ 74,968 Other depreciation and amortization $ 2,877 $ 197 $ 3,074 Purchases of rental equipment and refurbishments $ 37,006 $ 2,642 $ 39,648 Three Months Ended March 31, 2019 (in thousands) Modular - US Modular - Other North America Total Revenues: Leasing and services revenue: Modular leasing $ 161,885 $ 15,407 $ 177,292 Modular delivery and installation 46,006 3,994 50,000 Sales revenue: New units 13,961 880 14,841 Rental units 8,323 3,229 11,552 Total revenues 230,175 23,510 253,685 Costs: Cost of leasing and services: Modular leasing 43,883 3,352 47,235 Modular delivery and installation 39,751 3,592 43,343 Cost of sales: New units 10,250 628 10,878 Rental units 5,869 1,926 7,795 Depreciation of rental equipment 36,474 4,629 41,103 Gross profit $ 93,948 $ 9,383 $ 103,331 Other selected data: Adjusted EBITDA $ 75,946 $ 7,408 $ 83,354 Selling, general and administrative expense $ 65,930 $ 7,389 $ 73,319 Other depreciation and amortization $ 2,574 $ 210 $ 2,784 Purchases of rental equipment and refurbishments $ 49,921 $ 1,952 $ 51,873 |
Reconciliation of Assets from Segment to Consolidated | The following tables present a reconciliation of the Company’s (loss) income from operations before income tax to Adjusted EBITDA by segment for the three months ended March 31, 2020 and 2019, respectively: Three Months Ended March 31, 2020 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (4,273) $ 1,389 $ (2,884) Interest expense 27,928 329 28,257 Depreciation and amortization 44,530 4,492 49,022 Currency (gains) losses, net (525) 1,423 898 Restructuring costs, lease impairment expense and other related charges 1,355 246 1,601 Transaction costs 9,431 — 9,431 Integration costs 1,696 (11) 1,685 Stock compensation expense 1,787 — 1,787 Other income (244) (9) (253) Adjusted EBITDA $ 81,685 $ 7,859 $ 89,544 Three Months Ended March 31, 2019 (in thousands) Modular - US Modular - Other North America Total (Loss) income from operations before income taxes $ (10,044) $ 393 $ (9,651) Interest expense 30,582 533 31,115 Depreciation and amortization 39,047 4,840 43,887 Currency gains, net (130) (186) (316) Restructuring costs, lease impairment expense and other related charges 4,177 564 4,741 Goodwill and other impairments 1,801 489 2,290 Integration costs 9,352 786 10,138 Stock compensation expense 1,290 — 1,290 Other income (129) (11) (140) Adjusted EBITDA $ 75,946 $ 7,408 $ 83,354 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction, Due From (To) Related Party | Related party balances included in the Company’s consolidated balance sheet at March 31, 2020 and December 31, 2019, consisted of the following: (in thousands) Financial statement line Item March 31, 2020 December 31, 2019 Receivables due from affiliates Accounts receivable, net $ 376 $ 26 Amounts due to affiliates (a) Accrued liabilities (981) (883) Total related party liabilities, net $ (605) $ (857) |
Schedule of Related Party Transaction, Income (Expenses) from Related Party | Related party transactions included in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2020 and 2019, respectively, consisted of the following: Three Months Ended (in thousands) Financial statement line item 2020 2019 Leasing revenue from related parties Modular leasing revenue $ 417 $ 74 Consulting expense to related party (a) Selling, general & administrative expenses (838) (272) Total related party expense, net $ (421) $ (198) (a) Two of the Company's directors also serve on the board of directors to a consulting firm with which the Company incurs professional fees. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Narrative (Details) | Mar. 31, 2020 |
Williams Scotsman Holdings Corp. | |
Noncontrolling Interest [Line Items] | |
Percentage ownership by company | 91.00% |
Sapphire Holding S.a. r.l. | |
Noncontrolling Interest [Line Items] | |
Percentage ownership | 9.00% |
Acquisitions and Assets Held _2
Acquisitions and Assets Held for Sale (Details) | Mar. 01, 2020shares | Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property |
Mobile Mini, Inc. | |||
Business Acquisition [Line Items] | |||
Number of shares converted into WillScot Class A common stock (in shares) | shares | 2.4050 | ||
Transaction costs | $ 9,400,000 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Business Acquisition [Line Items] | |||
Number of properties held for sale | property | 5 | 10 | |
Assets held for sale | $ 8,500,000 | $ 21,000,000 | |
Impairment loss | $ 0 | $ 2,300,000 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jan. 01, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 44.6 | $ 42.6 | |
Receivables | Credit Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 4.70% | ||
Modular Leasing | Revenues | Revenue Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 72.00% | 72.00% | |
Modular Space and Portable Space Leasing | Revenues | Revenue Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 68.00% |
Revenue - Revenue Disaggregatio
Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 255,821 | $ 253,685 |
US | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 235,328 | 231,467 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 16,706 | 18,194 |
Mexico | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,787 | 4,024 |
Modular space leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 131,398 | 123,550 |
Portable storage leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 5,849 | 6,240 |
VAPS | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 41,002 | 37,392 |
Other leasing-related revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 10,103 | 10,110 |
Modular leasing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 188,352 | 177,292 |
Modular delivery and installation revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 51,070 | 50,000 |
Total leasing and services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 239,422 | 227,292 |
New units | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,613 | 14,841 |
Rental units | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,786 | 11,552 |
VAPS service | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 4,000 | $ 3,800 |
Revenue - Rollforward of Accoun
Revenue - Rollforward of Accounts and Notes Receivable, Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of year | $ 15,828 | $ 9,340 |
Net charges to bad debt expense and revenue | 3,392 | 14,496 |
Write-offs | (2,744) | (7,945) |
Foreign currency translation and other | (5) | (63) |
Balance at end of period | $ 16,471 | $ 15,828 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 28,505 |
2021 | 35,174 |
2022 | 29,103 |
2023 | 23,264 |
2024 | 18,202 |
Thereafter | 51,725 |
Total lease payments | 185,973 |
Less: interest | (37,429) |
Present value of lease liabilities | $ 148,544 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Total operating lease expense | $ 21,055 | $ 20,790 |
Cost of leasing and services | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease expense | 1,602 | 1,818 |
Short-term lease expense | 7,300 | 7,688 |
Variable lease expense | 1,832 | 642 |
Selling, general and administrative | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease expense | 7,885 | 8,426 |
Short-term lease expense | 386 | 813 |
Variable lease expense | 867 | 1,086 |
Lease impairment expense and other related charges | ||
Lessee, Lease, Description [Line Items] | ||
Fixed lease expense | 684 | 317 |
Short-term lease expense | 212 | 0 |
Variable lease expense | $ 287 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Lease impairment expense and other related charges | $ 1,661 | $ 3,085 |
Impairment on right of use assets | 0 | 2,439 |
Loss on lease exit | 500 | 400 |
Closed location rent expense | $ 1,200 | $ 300 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for the amounts included in the measurement of lease liabilities | $ 10,108 | $ 9,826 |
Right of use assets obtained in exchange for lease obligations | $ 13,270 | $ 8,934 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 6 years 6 months 18 days | 6 years 6 months 3 days |
Weighted-average discount rate | 6.80% | 7.00% |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 15,000 | $ 15,400 |
Rental Equipment, net (Details)
Rental Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Modular units and portable storage | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | $ 2,446,510 | $ 2,455,471 |
Value added products | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 125,384 | 121,855 |
Rental Equipment, net | ||
Property, Plant and Equipment [Line Items] | ||
Total rental equipment | 2,571,894 | 2,577,326 |
Less: accumulated depreciation | (658,899) | (632,890) |
Rental equipment, net | $ 1,912,995 | $ 1,944,436 |
Goodwill - Goodwill Activity (D
Goodwill - Goodwill Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 235,177,000 | $ 247,017,000 |
Changes to preliminary purchase price accounting | (13,479,000) | |
Effects of movements in foreign exchange rates | (2,381,000) | 1,639,000 |
Goodwill, end of period | 232,796,000 | 235,177,000 |
Goodwill impairment loss | 0 | 0 |
Modular – US | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 203,933,000 | 213,264,000 |
Changes to preliminary purchase price accounting | (9,331,000) | |
Effects of movements in foreign exchange rates | 0 | 0 |
Goodwill, end of period | 203,933,000 | 203,933,000 |
Modular – Other North America | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 31,244,000 | 33,753,000 |
Changes to preliminary purchase price accounting | (4,148,000) | |
Effects of movements in foreign exchange rates | (2,381,000) | 1,639,000 |
Goodwill, end of period | $ 28,863,000 | $ 31,244,000 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Intangible assets subject to amortization: | ||
Accumulated amortization | $ (1,625) | $ (1,375) |
Indefinite-lived intangible assets: | ||
Gross carrying amount | 128,000 | 128,000 |
Net book value | $ 126,375 | $ 126,625 |
ModSpace trade name | ||
Intangible assets subject to amortization: | ||
Remaining life (in years) | 1 year 4 months 24 days | 1 year 8 months 12 days |
Gross carrying amount | $ 3,000 | $ 3,000 |
Accumulated amortization | (1,625) | (1,375) |
Net book value | 1,375 | 1,625 |
ModSpace trade name | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | $ 125,000 | $ 125,000 |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - USD ($) $ in Millions | Aug. 15, 2018 | Mar. 31, 2020 | Mar. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense for intangible assets | $ 0.3 | $ 0.3 | |
Modular Space Holdings, Inc | Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired | $ 3 | ||
Estimated useful life of intangible assets | 3 years |
Debt - Carrying Value of Debt O
Debt - Carrying Value of Debt Outstanding (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 06, 2018 | Nov. 29, 2017 |
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 1,625,772,000 | $ 1,632,589,000 | ||
Senior Notes | 2022 Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 7.875% | 7.875% | ||
Total long-term debt | $ 264,982,000 | 264,576,000 | ||
Debt issuance costs | $ 5,000,000 | 5,400,000 | ||
Senior Notes | 2023 Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.875% | 6.875% | ||
Total long-term debt | $ 483,201,000 | 482,768,000 | ||
Line of Credit | US ABL Facility | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 15,900,000 | 17,800,000 | ||
Line of Credit | US ABL Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 877,589,000 | 885,245,000 | ||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 0 | 0 | ||
Debt issuance costs | 1,800,000 | 2,100,000 | ||
Line of Credit | Canadian ABL Facility | Revolving Credit Facility | Other Non-current Assets | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 1,800,000 | $ 2,100,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Dec. 13, 2019 | Jun. 19, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 12, 2019 | May 14, 2019 | Aug. 06, 2018 | Aug. 03, 2018 | Nov. 29, 2017 |
Line of Credit | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit amount outstanding | $ 12,700,000 | ||||||||
Line of Credit | US ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | $ 15,900,000 | $ 17,800,000 | |||||||
Senior Notes | 2022 Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 300,000,000 | $ 270,000,000 | |||||||
Interest rate | 7.875% | 7.875% | |||||||
Unamortized debt issuance costs | $ 5,000,000 | 5,400,000 | |||||||
Redemption premium | 103.00% | ||||||||
Redemption of debt | $ 30,000,000 | ||||||||
Loss on extinguishment of debt | 1,500,000 | ||||||||
Early redemption premium | 900,000 | ||||||||
Write-off of unamortized deferred financing fees | 600,000 | ||||||||
Senior Notes | 2023 Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs and debt discount | $ 6,800,000 | 7,200,000 | |||||||
Debt, face amount | $ 300,000,000 | ||||||||
Interest rate | 6.875% | 6.875% | |||||||
Senior Notes | 2023 Senior Secured Notes, Tack-on Offering | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 190,000,000 | ||||||||
Unamortized debt issuance costs | 3,000,000 | ||||||||
Debt premium | $ 500,000 | ||||||||
Senior Notes | 2023 Senior Unsecured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 200,000,000 | $ 200,000,000 | |||||||
Interest rate | 10.00% | ||||||||
Redemption premium | 102.00% | ||||||||
Loss on extinguishment of debt | $ 7,200,000 | ||||||||
Early redemption premium | 6,200,000 | ||||||||
Write-off of unamortized deferred financing fees | $ 1,000,000 | ||||||||
Make-whole premium | 1.126% | ||||||||
Revolving Credit Facility | Line of Credit | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | $ 1,425,000,000 | ||||||||
Accordion feature | 375,000,000 | ||||||||
Current borrowing capacity | $ 1,412,000,000 | ||||||||
Weighted average interest rate for borrowings | 3.30% | ||||||||
Weighted average interest rate for borrowings after interest rate swap agreements | 4.35% | ||||||||
Available borrowing capacity | $ 505,800,000 | 509,100,000 | |||||||
Outstanding principal | 893,500,000 | 903,000,000 | |||||||
Debt issuance costs and debt discount | 15,900,000 | 17,800,000 | |||||||
Revolving Credit Facility | Line of Credit | US ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 1,285,000,000 | ||||||||
Available borrowing capacity | 378,800,000 | 369,300,000 | |||||||
Revolving Credit Facility | Line of Credit | Canadian ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum aggregate availability | 140,000,000 | ||||||||
Available borrowing capacity | 127,000,000 | 139,800,000 | |||||||
Unamortized debt issuance costs | $ 1,800,000 | $ 2,100,000 | |||||||
Letter of Credit | Line of Credit | ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee | 2.625% |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2020 | Feb. 24, 2020 | Jan. 24, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Aug. 15, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued for stock compensation (in shares) | 1,736,441 | |||||
Reclassifications to consolidated statement of operations | $ (1,572) | $ (435) | ||||
2015 Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants outstanding (in shares) | 17,561,700 | |||||
2018 Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants exercise price (in USD per share) | $ 15.50 | |||||
Warrants outstanding (in shares) | 9,966,070 | |||||
Public Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants exercised (in shares) | 38,509 | 5,836,048 | 796,610 | |||
Proceeds from warrant exercises | $ 4,600 | |||||
Common stock issued in warrant exercises and redemptions (in shares) | 1,097,162 | 398,305 | ||||
Warrant redemption price (in USD per share) | $ 0.01 | |||||
Unrealized losses on hedging activities | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Reclassifications to consolidated statement of operations | $ (1,572) | (435) | ||||
Unrealized losses on hedging activities | Interest Rate Swap | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Reclassifications to consolidated statement of operations | (1,600) | (600) | ||||
Reclassifications to consolidated statement of operations, tax expense (benefit) | $ 0 | $ (100) |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 708,955 | $ 702,197 |
Total other comprehensive income (loss) prior to reclassifications | (31,474) | 1,479 |
Reclassifications to the statements of operations | 1,572 | 435 |
Less other comprehensive (loss) income attributable to non-controlling interest | 2,703 | (166) |
Ending Balance | 681,073 | 700,289 |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (52,982) | (62,608) |
Total other comprehensive income (loss) prior to reclassifications | (21,144) | 4,115 |
Reclassifications to the statements of operations | 0 | 0 |
Less other comprehensive (loss) income attributable to non-controlling interest | 1,913 | (364) |
Ending Balance | (72,213) | (58,857) |
Unrealized losses on hedging activities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (9,793) | (5,418) |
Total other comprehensive income (loss) prior to reclassifications | (10,330) | (2,636) |
Reclassifications to the statements of operations | 1,572 | 435 |
Less other comprehensive (loss) income attributable to non-controlling interest | 790 | 198 |
Ending Balance | (17,761) | (7,421) |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (62,775) | (68,026) |
Ending Balance | $ (89,974) | $ (66,278) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit (expense) | $ (790) | $ (378) |
Effective tax rate | (27.40%) | (3.90%) |
Fair Value Measures (Details)
Fair Value Measures (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | $ 1,625,772 | $ 1,632,589 |
Fair Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 1,629,427 | 1,702,584 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
US ABL Facility | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 15,900 | 17,800 |
US ABL Facility | Carrying Amount | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 877,589 | 885,245 |
US ABL Facility | Fair Value | Level 1 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
US ABL Facility | Fair Value | Level 2 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 893,500 | 903,000 |
US ABL Facility | Fair Value | Level 3 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Canadian ABL Facility | Carrying Amount | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Canadian ABL Facility | Fair Value | Level 1 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Canadian ABL Facility | Fair Value | Level 2 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Canadian ABL Facility | Fair Value | Level 3 | Line of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2022 Secured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 5,000 | 5,400 |
2022 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 264,982 | 264,576 |
2022 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2022 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 262,429 | 282,250 |
2022 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2023 Secured Notes | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unamortized debt issuance costs | 6,800 | 7,200 |
2023 Secured Notes | Carrying Amount | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 483,201 | 482,768 |
2023 Secured Notes | Fair Value | Level 1 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
2023 Secured Notes | Fair Value | Level 2 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 473,498 | 517,334 |
2023 Secured Notes | Fair Value | Level 3 | Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options vested (in shares) | 133,547 | |
Shares issued for share-based compensation (in shares) | 238,927 | |
Numbers of shares withheld for taxes (in shares) | 84,751 | |
Nonvested options outstanding (in shares) | 253,328 | |
Nonvested options weighted average grant date fair value (in USD per share) | $ 5.51 | |
Stock compensation expense | $ 1,787 | $ 1,290 |
Unrecognized compensation expense for options | $ 1,400 | |
Time-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | 174,020 | |
Number of awards vested (in shares) | 323,678 | |
Number of awards forfeited (in shares) | 15,106 | |
Nonvested awards outstanding (in shares) | 900,541 | |
Nonvested awards weighted average grant date fair value (in USD per share) | $ 13.49 | |
Stock compensation expense | $ 1,000 | 800 |
Compensation expense for awards, associated tax benefits | 0 | 200 |
Unrecognized compensation expense for awards | $ 12,000 | |
Unrecognized compensation expense, period for recognition | 2 years 8 months 12 days | |
Market-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | 202,923 | |
Number of awards forfeited (in shares) | 12,700 | |
Nonvested awards outstanding (in shares) | 478,504 | |
Nonvested awards weighted average grant date fair value (in USD per share) | $ 14.71 | |
Stock compensation expense | $ 400 | 100 |
Unrecognized compensation expense for awards | $ 5,700 | |
Unrecognized compensation expense, period for recognition | 2 years 4 months 24 days | |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested awards outstanding (in shares) | 52,755 | |
Nonvested awards weighted average grant date fair value (in USD per share) | $ 14.69 | |
Stock compensation expense | $ 200 | 300 |
Compensation expense for awards, associated tax benefits | 0 | 100 |
Unrecognized compensation expense for awards | $ 200 | |
Unrecognized compensation expense, period for recognition | 2 months 12 days | |
Stock Option Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock compensation expense | $ 200 | $ 200 |
Unrecognized compensation expense, period for recognition | 2 years |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - Interest Rate Swap - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notational amount | $ 400,000,000 | |
Fixed rate | 3.06% | |
Receive rate | 0.70% | 1.74% |
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, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Accrued liabilities | $ 10,072 | $ 5,348 |
Other long-term liabilities | $ 13,162 | $ 8,943 |
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, 2020 | Mar. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss recognized in OCI | $ (8,758) | $ (2,874) |
Interest expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss reclassified from AOCI into income (effective portion) | $ (1,572) | $ (568) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments for the acquisition of rental equipment and property, plant and equipment | $ 9.9 | $ 4.5 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020business_linesegment | |
Segment Reporting [Abstract] | |
Number of business lines | business_line | 1 |
Number of operating segments | segment | 2 |
Segment Reporting - Segment Rep
Segment Reporting - Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Modular leasing | $ 188,352 | $ 177,292 |
Total revenues | 255,821 | 253,685 |
Costs: | ||
Modular leasing | 49,809 | 47,235 |
Depreciation of rental equipment | 45,948 | 41,103 |
Gross Profit | 106,190 | 103,331 |
Other selected data: | ||
Adjusted EBITDA | 89,544 | 83,354 |
Selling, general and administrative expense | 74,968 | 73,319 |
Other depreciation and amortization | 3,074 | 2,784 |
Purchases of rental equipment and refurbishments | 39,648 | 51,873 |
Modular delivery and installation | ||
Revenues: | ||
Revenues | 51,070 | 50,000 |
Costs: | ||
Cost of sales | 43,865 | 43,343 |
New units | ||
Revenues: | ||
Revenues | 9,613 | 14,841 |
Total revenues | 9,613 | 14,841 |
Costs: | ||
Cost of sales | 6,203 | 10,878 |
Rental units | ||
Revenues: | ||
Revenues | 6,786 | 11,552 |
Total revenues | 6,786 | 11,552 |
Costs: | ||
Cost of sales | 3,806 | 7,795 |
Modular – US | Operating Segments | ||
Revenues: | ||
Modular leasing | 172,575 | 161,885 |
Total revenues | 233,864 | 230,175 |
Costs: | ||
Modular leasing | 46,884 | 43,883 |
Depreciation of rental equipment | 41,653 | 36,474 |
Gross Profit | 96,309 | 93,948 |
Other selected data: | ||
Adjusted EBITDA | 81,685 | 75,946 |
Selling, general and administrative expense | 68,663 | 65,930 |
Other depreciation and amortization | 2,877 | 2,574 |
Purchases of rental equipment and refurbishments | 37,006 | 49,921 |
Modular – US | Operating Segments | Modular delivery and installation | ||
Revenues: | ||
Revenues | 47,617 | 46,006 |
Costs: | ||
Cost of sales | 40,706 | 39,751 |
Modular – US | Operating Segments | New units | ||
Revenues: | ||
Revenues | 9,267 | 13,961 |
Costs: | ||
Cost of sales | 6,007 | 10,250 |
Modular – US | Operating Segments | Rental units | ||
Revenues: | ||
Revenues | 4,405 | 8,323 |
Costs: | ||
Cost of sales | 2,305 | 5,869 |
Modular – Other North America | Operating Segments | ||
Revenues: | ||
Modular leasing | 15,777 | 15,407 |
Total revenues | 21,957 | 23,510 |
Costs: | ||
Modular leasing | 2,925 | 3,352 |
Depreciation of rental equipment | 4,295 | 4,629 |
Gross Profit | 9,881 | 9,383 |
Other selected data: | ||
Adjusted EBITDA | 7,859 | 7,408 |
Selling, general and administrative expense | 6,305 | 7,389 |
Other depreciation and amortization | 197 | 210 |
Purchases of rental equipment and refurbishments | 2,642 | 1,952 |
Modular – Other North America | Operating Segments | Modular delivery and installation | ||
Revenues: | ||
Revenues | 3,453 | 3,994 |
Costs: | ||
Cost of sales | 3,159 | 3,592 |
Modular – Other North America | Operating Segments | New units | ||
Revenues: | ||
Revenues | 346 | 880 |
Costs: | ||
Cost of sales | 196 | 628 |
Modular – Other North America | Operating Segments | Rental units | ||
Revenues: | ||
Revenues | 2,381 | 3,229 |
Costs: | ||
Cost of sales | $ 1,501 | $ 1,926 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Loss from operations before income tax | $ (2,884) | $ (9,651) |
Interest expense | 28,257 | 31,115 |
Depreciation and amortization | 49,022 | 43,887 |
Currency losses (gains), net | 898 | (316) |
Restructuring costs, lease impairment expense and other related charges | 1,601 | 4,741 |
Goodwill and other impairments | 2,290 | |
Transaction costs | 9,431 | |
Integration costs | 1,685 | 10,138 |
Stock compensation expense | 1,787 | 1,290 |
Other income | (253) | (140) |
Adjusted EBITDA | 89,544 | 83,354 |
Operating Segments | Modular – US | ||
Segment Reporting Information [Line Items] | ||
Loss from operations before income tax | (4,273) | (10,044) |
Interest expense | 27,928 | 30,582 |
Depreciation and amortization | 44,530 | 39,047 |
Currency losses (gains), net | (525) | (130) |
Restructuring costs, lease impairment expense and other related charges | 1,355 | 4,177 |
Goodwill and other impairments | 1,801 | |
Transaction costs | 9,431 | |
Integration costs | 1,696 | 9,352 |
Stock compensation expense | 1,787 | 1,290 |
Other income | (244) | (129) |
Adjusted EBITDA | 81,685 | 75,946 |
Operating Segments | Modular – Other North America | ||
Segment Reporting Information [Line Items] | ||
Loss from operations before income tax | 1,389 | 393 |
Interest expense | 329 | 533 |
Depreciation and amortization | 4,492 | 4,840 |
Currency losses (gains), net | 1,423 | (186) |
Restructuring costs, lease impairment expense and other related charges | 246 | 564 |
Goodwill and other impairments | 489 | |
Transaction costs | 0 | |
Integration costs | (11) | 786 |
Stock compensation expense | 0 | 0 |
Other income | (9) | (11) |
Adjusted EBITDA | $ 7,859 | $ 7,408 |
Income (Loss) Per Share - Narra
Income (Loss) Per Share - Narrative (Details) | Nov. 29, 2017 | Mar. 31, 2020$ / sharesshares | Mar. 31, 2019shares |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock par value (in USD per share) | $ / shares | $ 0.0001 | ||
Sapphire Holding S.a. r.l. | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Exchange ratio | 1.3261 | ||
Stock Option Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares) | 534,188 | 589,257 | |
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) | 900,541 | 1,117,953 | |
Market-Based Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares) | 302,182 | ||
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) | 52,755 | 44,378 | |
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) | 18,746,920 | 22,183,513 | |
Market-Based Restricted Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Minimum payout percentage | 0.00% | ||
Maximum payout percentage | 150.00% |
Related Parties - Related Party
Related Parties - Related Party Balances Included in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Receivables due from affiliates | $ 376 | $ 26 |
Amounts due to affiliates | (981) | (883) |
Total related party liabilities, net | $ (605) | $ (857) |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 22, 2018 | |
Related Party Transaction [Line Items] | ||||
Amounts due to affiliates | $ 981,000 | $ 883,000 | ||
Sapphire Holding S.a. r.l. | ||||
Related Party Transaction [Line Items] | ||||
Percentage ownership | 9.00% | |||
Class A Common Stock | Sapphire Holding S.a. r.l. | ||||
Related Party Transaction [Line Items] | ||||
Percentage ownership | 44.40% | |||
Margin Loan | Sapphire Holding S.a. r.l. | ||||
Related Party Transaction [Line Items] | ||||
Debt, face amount | $ 125,000,000 | |||
Margin Loan | Sapphire Holding S.a. r.l. | Class A Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares pledged for collateral (in shares) | 49,053,740 | |||
Affiliates | ||||
Related Party Transaction [Line Items] | ||||
Purchases from affiliates | $ 200,000 | $ 1,500,000 | ||
Affiliates | Algeco Global | ||||
Related Party Transaction [Line Items] | ||||
Amounts due to affiliates | $ 200,000 | $ 600,000 |
Related Parties - Related Par_2
Related Parties - Related Party Transactions in Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Leasing revenue from related parties | $ 417 | $ 74 |
Consulting expense to related party | (838) | (272) |
Total related party expense, net | $ (421) | $ (198) |
Uncategorized Items - wsc-20200
Label | Element | Value |
Accounting Standards Update 2016-02 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 5,226,000 |
Accounting Standards Update 2016-02 [Member] | Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,723,000 |
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,723,000 |
Accounting Standards Update 2016-02 [Member] | Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 503,000 |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 345,000 |
Accounting Standards Update 2014-09 [Member] | Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 345,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 345,000 |