0001647088-20-000043 | 10-Q | XBRL Viewer | Willscot Mobile Mini Holdings Corp

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2020	Nov. 02, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-37552
Entity Registrant Name	WILLSCOT MOBILE MINI HOLDINGS CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-3430194
Entity Address, Address Line One	4646 E Van Buren St.
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85008
City Area Code	480
Local Phone Number	894-6311
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	WSC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		228,076,470
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001647088
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Assets
Cash and cash equivalents	$ 19,997	$ 3,045
Trade receivables, net of allowances for credit losses at September 30, 2020 and December 31, 2019 of $24,186 and $15,828, respectively	332,021	247,596
Inventories	22,955	15,387
Prepaid expenses and other current assets	26,391	14,621
Assets held for sale	12,764	11,939
Total current assets	414,128	292,588
Rental equipment, net	3,039,710	1,944,436
Property, plant and equipment, net	296,007	147,689
Operating lease assets	233,891	146,698
Goodwill	942,791	235,177
Intangible assets, net	686,303	126,625
Other non-current assets	12,020	4,436
Total long-term assets	5,210,722	2,605,061
Total assets	5,624,850	2,897,649
Liabilities and equity
Accounts payable	114,249	109,926
Accrued liabilities	125,311	82,355
Accrued interest	16,138	16,020
Deferred revenue and customer deposits	132,352	82,978
Current portion of long-term debt	16,872	0
Operating lease liabilities - current	46,280	29,133
Total current liabilities	451,202	320,412
Long-term debt	2,498,207	1,632,589
Deferred tax liabilities	359,593	70,693
Deferred revenue and customer deposits	11,816	12,342
Operating lease liabilities - non-current	187,056	118,429
Other non-current liabilities	22,471	34,229
Long-term liabilities	3,079,143	1,868,282
Total liabilities	3,530,345	2,188,694
Commitments and contingencies (see Note 16)
Common stock	23	0
Additional paid-in-capital	3,825,940	2,396,501
Accumulated other comprehensive loss	(66,283)	(62,775)
Accumulated deficit	(1,665,175)	(1,689,373)
Total shareholders' equity	2,094,505	644,365
Non-controlling interest	0	64,590
Total equity	2,094,505	708,955
Total liabilities and equity	5,624,850	2,897,649
Class A Common Stock
Liabilities and equity
Common stock	0	11
Class B Common Stock
Liabilities and equity
Common stock	$ 0	$ 1

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Trade receivables, net of allowance	$ 24,186	$ 15,828
Common stock par value (in USD per share)	$ 0.0001
Common stock authorized (in shares)	380,000,000
Common stock issued (in shares)	227,980,928
Common stock outstanding (in shares)	227,980,928
Common stock	$ 23	$ 0
Class A Common Stock
Common stock par value (in USD per share)		$ 0.0001
Common stock authorized (in shares)		400,000,000
Common stock issued (in shares)		108,818,854
Common stock outstanding (in shares)		108,818,854
Common stock	0	$ 11
Class B Common Stock
Common stock par value (in USD per share)		$ 0.0001
Common stock authorized (in shares)		100,000,000
Common stock issued (in shares)		8,024,419
Common stock outstanding (in shares)		8,024,419
Common stock	$ 0	$ 1

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues:
Leasing	$ 300,082	$ 188,403	$ 678,577	$ 551,513
Total revenues	417,315	268,222	929,998	785,620
Costs:
Leasing	64,788	58,168	162,344	160,476
Depreciation of rental equipment	54,837	43,869	146,279	128,940
Gross profit	209,564	99,308	425,718	304,123
Expenses:
Selling, general and administrative	112,079	64,992	241,269	208,696
Merger transaction costs	52,191	0	63,241	0
Other depreciation and amortization	16,867	3,489	22,824	9,222
Impairment losses on long-lived assets	0	0	0	2,638
Lease impairment expense and other related charges	944	1,214	3,999	5,819
Restructuring costs	3,854	649	4,543	3,937
Currency losses (gains), net	(371)	234	147	(436)
Other income, net	(1,012)	(1,052)	(1,757)	(3,293)
Operating income	25,012	29,782	91,452	77,540
Interest expense	33,034	30,005	89,810	92,788
Loss on extinguishment of debt	42,401	0	42,401	7,244
Loss from operations before income tax	(50,423)	(223)	(40,759)	(22,492)
Income tax benefit	(66,675)	(1,220)	(66,170)	(2,022)
Net income (loss)	16,252	997	25,411	(20,470)
Net income (loss) attributable to non-controlling interest, net of tax	0	295	1,213	(1,295)
Net income (loss) attributable to WillScot Mobile Mini	$ 16,252	$ 702	$ 24,198	$ (19,175)
Earnings (loss) per share attributable to WillScot Mobile Mini
Basic (in USD per share)	$ 0.07	$ 0.01	$ 0.16	$ (0.18)
Diluted (in USD per share)	$ 0.07	$ 0.01	$ 0.16	$ (0.18)
Weighted average shares:
Basic (in shares)	226,649,993	108,720,857	149,283,083	108,646,741
Diluted (in shares)	231,216,573	112,043,866	152,544,647	108,646,741
Delivery and installation
Revenues:
Revenues	$ 84,694	$ 61,008	$ 187,404	$ 166,974
Costs:
Cost of sales	66,354	54,364	153,742	146,175
New units
Revenues:
Revenues	19,360	11,338	38,736	37,686
Total revenues	19,360	11,338	38,736	37,686
Costs:
Cost of sales	12,935	7,421	25,469	26,298
Rental units
Revenues:
Revenues	13,179	7,473	25,281	29,447
Total revenues	13,179	7,473	25,281	29,447
Costs:
Cost of sales	$ 8,837	$ 5,092	$ 16,446	$ 19,608

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 16,252	$ 997	$ 25,411	$ (20,470)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income tax expense of $0 for the three and nine months ended September 30, 2020 and 2019	14,619	(2,810)	1,457	5,626
Net gain (loss) on derivatives, net of income tax benefit of $1,183 and $153 for the three months ended September 30, 2020 and 2019, respectively, and $1,183 and $2,016 for the nine months ended September 30, 2020 and 2019, respectively	3,905	(500)	(3,878)	(6,588)
Comprehensive income (loss)	34,776	(2,313)	22,990	(21,432)
Comprehensive loss attributable to non-controlling interest	0	(6)	(672)	(1,384)
Total comprehensive income (loss) attributable to WillScot Mobile Mini	$ 34,776	$ (2,307)	$ 23,662	$ (20,048)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, income tax expense (benefit)	$ 0	$ 0	$ 0	$ 0
Net losses on derivatives, tax benefit	$ 1,183	$ 153	$ 1,183	$ 2,016

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Additional Paid-in-Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Total Shareholders' Equity	Total Shareholders' Equity Cumulative Effect, Period of Adoption, Adjustment	Non-Controlling Interest	Non-Controlling Interest Cumulative Effect, Period of Adoption, Adjustment	Class A Common Stock	Class A Common Stock Common Stock	Class B Common Stock	Class B Common Stock Common Stock
Beginning balance (in shares) at Dec. 31, 2018												108,509,000		8,024,000
Beginning balance at Dec. 31, 2018	$ 702,197		$ 2,389,548	$ (68,026)	$ (1,683,319)		$ 638,215		$ 63,982			$ 11		$ 1
Beginning balance (Accounting Standards Update 2016-02) at Dec. 31, 2018		$ 5,226				$ 4,723		$ 4,723		$ 503
Beginning balance (Accounting Standards Update 2014-09) at Dec. 31, 2018		345				345		345
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (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 (in shares) at Mar. 31, 2019												108,693,000		8,024,000
Ending Balance at Mar. 31, 2019	700,289		2,390,184	(66,278)	(1,687,522)		636,396		63,893			$ 11		$ 1
Beginning balance (in shares) at Dec. 31, 2018												108,509,000		8,024,000
Beginning balance at Dec. 31, 2018	702,197		2,389,548	(68,026)	(1,683,319)		638,215		63,982			$ 11		$ 1
Beginning balance (Accounting Standards Update 2016-02) at Dec. 31, 2018		5,226				4,723		4,723		$ 503
Beginning balance (Accounting Standards Update 2014-09) at Dec. 31, 2018		$ 345				$ 345		$ 345
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(20,470)
Ending balance (in shares) at Sep. 30, 2019												108,751,000		8,024,000
Ending Balance at Sep. 30, 2019	690,879		2,394,091	(68,899)	(1,697,426)		627,778		63,101			$ 11		$ 1
Beginning balance (in shares) at Mar. 31, 2019												108,693,000		8,024,000
Beginning balance at Mar. 31, 2019	700,289		2,390,184	(66,278)	(1,687,522)		636,396		63,893			$ 11		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(11,438)				(10,606)		(10,606)		(832)
Other comprehensive income (loss)	434			388			388		46
Stock-based compensation (in shares)												6,000
Stock-based compensation	1,901		1,901				1,901
Ending balance (in shares) at Jun. 30, 2019												108,699,000		8,024,000
Ending Balance at Jun. 30, 2019	691,186		2,392,085	(65,890)	(1,698,128)		628,079		63,107			$ 11		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	997				702		702		295
Other comprehensive income (loss)	(3,310)			(3,009)			(3,009)		(301)
Issuance of Common Stock due to option exercises (in shares)												14,000
Issuance of Common Stock due to option exercises	194		194				194
Stock-based compensation (in shares)												38,000
Stock-based compensation	1,812		1,812				1,812
Ending balance (in shares) at Sep. 30, 2019												108,751,000		8,024,000
Ending Balance at Sep. 30, 2019	690,879		2,394,091	(68,899)	(1,697,426)		627,778		63,101			$ 11		$ 1
Beginning balance (in shares) at Dec. 31, 2019											108,818,854	108,819,000	8,024,419	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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (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)												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 (in shares) at Mar. 31, 2020												110,555,000		8,024,000
Ending Balance at Mar. 31, 2020	681,073		2,402,195	(89,974)	(1,692,917)		619,316		61,757			$ 11		$ 1
Beginning balance (in shares) at Dec. 31, 2019											108,818,854	108,819,000	8,024,419	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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 25,411
Ending balance (in shares) at Sep. 30, 2020	227,980,928											227,981,000		0
Ending Balance at Sep. 30, 2020	$ 2,094,505		3,825,940	(66,283)	(1,665,175)		2,094,505		0			$ 23		$ 0
Beginning balance (in shares) at Mar. 31, 2020												110,555,000		8,024,000
Beginning balance at Mar. 31, 2020	681,073		2,402,195	(89,974)	(1,692,917)		619,316		61,757			$ 11		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	12,833				11,490		11,490		1,343
Other comprehensive income (loss)	8,957			8,139			8,139		818
Stock-based compensation (in shares)												0
Stock-based compensation	2,227		2,227				2,227
Sapphire Exchange - see Note 10 (in shares)												10,641,000		(8,024,000)
Sapphire Exchange - see Note 10	0		66,890	(2,972)			63,918		(63,918)			$ 1		$ (1)
Common stock issued in warrant exercises and redemptions (in shares)											37,000
Common Stock issued in warrant exercises and redemptions	0
Ending balance (in shares) at Jun. 30, 2020												121,233,000		0
Ending Balance at Jun. 30, 2020	705,090		2,471,312	(84,807)	(1,681,427)		705,090		0			$ 12		$ 0
Beginning balance (in shares) at Jun. 30, 2020												121,233,000		0
Beginning balance at Jun. 30, 2020	705,090		2,471,312	(84,807)	(1,681,427)		705,090		0			$ 12		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	16,252				16,252		16,252		0
Other comprehensive income (loss)	18,524			18,524			18,524		0
Mobile Mini Merger (in shares)												106,427,000
Mobile Mini Merger	1,348,581		1,348,570				1,348,581					$ 11
Stock-based compensation (in shares)												321,000
Stock-based compensation	$ 6,058		6,058				6,058
Ending balance (in shares) at Sep. 30, 2020	227,980,928											227,981,000		0
Ending Balance at Sep. 30, 2020	$ 2,094,505		$ 3,825,940	$ (66,283)	$ (1,665,175)		$ 2,094,505		$ 0			$ 23		$ 0

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Operating activities:
Net income (loss)	$ 25,411	$ (20,470)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	171,425	139,810
Provision for doubtful accounts	22,184	11,817
Impairment losses	57	5,076
Gain on sale of rental equipment and other property, plant and equipment	(8,756)	(8,553)
Amortization of debt discounts and debt issuance costs	9,547	8,550
Loss on extinguishment of debt	42,401	7,244
Stock-based compensation expense	6,958	5,003
Deferred income tax benefit	(67,324)	(2,456)
Unrealized currency (gains) losses	897	(427)
Changes in operating assets and liabilities:
Trade receivables	(15,274)	(64,693)
Inventories	1,440	284
Prepaid and other assets	2,215	(2,028)
Operating lease assets and liabilities	584	1,210
Accrued interest	(7,657)	(6,851)
Accounts payable and other accrued liabilities	(19,090)	6,096
Deferred revenue and customer deposits	10,077	19,464
Net cash provided by operating activities	175,095	99,076
Investing activities:
Cash acquired from Mobile Mini Acquisition	17,173	0
Proceeds from sale of rental equipment	25,281	31,504
Purchase of rental equipment and refurbishments	(122,273)	(160,877)
Proceeds from the sale of property, plant and equipment	5,825	13,199
Purchase of property, plant and equipment	(9,079)	(6,600)
Net cash used in investing activities	(83,073)	(122,774)
Financing activities:
Receipts from issuance of Common Stock	7,694	194
Payments of Stock Issuance Costs	(4,222)	0
Receipts from borrowings	2,735,793	489,207
Payment of financing costs	(64,552)	(2,623)
Repayment of borrowings	(2,715,042)	(461,245)
Payment of debt extinguishment premium costs	(34,610)	(6,252)
Other financing activities	(673)	(654)
Net cash (used in) provided by financing activities	(75,612)	18,627
Effect of exchange rate changes on cash and cash equivalents	542	64
Net change in cash and cash equivalents	16,952	(5,007)
Cash and cash equivalents at the beginning of the period	3,045	8,958
Cash and cash equivalents at the end of the period	19,997	3,951
Supplemental cash flow information:
Interest paid	80,558	92,590
Income taxes paid, net	1,276	547
Capital expenditures accrued or payable	$ 24,179	$ 26,444

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Mobile Mini Holdings Corporation (“WillScot Mobile Mini” and, together with its subsidiaries, the “Company”) is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada, United Kingdom and Mexico. The Company also maintains a fleet of specialty containment products, including liquid and solid containment solutions. The Company leases, sells, delivers and installs mobile solutions and storage products through an integrated network of branch locations that spans North America and the United Kingdom. WillScot Corporation, a Delaware corporation (“WillScot”) entered into an Agreement and Plan of Merger, dated as of March 1, 2020, as amended on May 28, 2020 (as so amended, the “Merger Agreement”), by and among WillScot, Mobile Mini, Inc.(“Mobile Mini”), and Picasso Merger Sub, Inc. and a wholly-owned subsidiary of WillScot (“Merger Sub”). On July 1, 2020, Merger Sub merged with and into Mobile Mini (the “Merger”). At the effective time of the Merger, the separate corporate existence of Merger Sub ceased and Mobile Mini continued its existence, as the surviving corporation in the Merger and a wholly-owned subsidiary of WillScot. As a result of the Merger, each issued and outstanding share of Mobile Mini common stock, par value $0.01 per share (other than treasury shares held by Mobile Mini), was converted automatically into the right to receive 2.405 shares of WillScot’s Class A common stock, par value $0.0001 per share (the “WillScot Class A Common Stock”), and cash in lieu of any fractional shares. Immediately following the Merger, WillScot changed its name to “WillScot Mobile Mini Holdings Corp.” and filed an amended and restated certificate of incorporation (the “A&R Charter”), which reclassified all outstanding shares of WillScot Class A Common Stock and converted such shares into shares of common stock, par value $0.0001 per share, of WillScot Mobile Mini (“WillScot Mobile Mini Common Stock”). The WillScot Class A Common Stock was listed on the Nasdaq Capital Market (Nasdaq: WSC) up until the Merger, and the WillScot Mobile Mini Common Stock has been listed on the Nasdaq Capital Market (Nasdaq: WSC) since the Merger. As used herein, the term “Common Stock” or “the Company’s Common Stock” refers to WillScot Class A Common Stock prior to filing of the A&R Charter on July 1, 2020 and to WillScot Mobile Mini Common Stock as of and following the filing of the A&R Charter July 1, 2020. As the Merger closed on July 1, 2020 the preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires that our condensed consolidated financial statements and most of the disclosures in these Notes be presented on a historical basis. Unless the context otherwise requires, the terms “Company” and “WillScot Mobile Mini” as used in these financial statements mean WillScot and its subsidiaries when referring to periods prior to July 1, 2020 (prior to the Merger) and to WillScot Mobile Mini, when referring to periods on or after July 1, 2020 (after the Merger). Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. On December 31, 2019, the 2019 financial statement amounts were adjusted for the adoption of 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 previously filed periods of 2019. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. The results of operations for the nine months ended September 30, 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 the Company'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 relationships, 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. Impact of COVID-19 On January 30, 2020, the World Health Organization declared an outbreak of a highly contagious form of an upper respiratory infection caused by COVID-19, a novel coronavirus strain commonly referred to as “coronavirus”. The Company was deemed an essential infrastructure business and has continued to supply its customers. There have been significant changes to the global economic situation and to public securities markets as a consequence of the COVID-19 pandemic. If these conditions persist, 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 credit losses.

Acquisitions

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Acquisitions

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”), hereby referred to as the “Merger”. The Merger was completed on July 1, 2020 and Merger Sub merged with and into Mobile Mini and the separate corporate existence of Merger Sub ceased and Mobile Mini continued its existence, as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.

Upon completion of the Merger, each issued and outstanding share of Mobile Mini Common Stock, par value $0.01 per share, converted to 2.405 shares of WillScot Class A Common Stock, par value $0.0001 per share, and cash in lieu of any fractional shares.

The Company issued 106,426,721 shares of Class A Common Stock to Mobile Mini stockholders as consideration for the Merger. The trading price of the Class A Common Stock was $12.53 per share on the closing date. In addition, Mobile Mini stock options converted into WillScot Mobile Mini stock options. The purchase price has been determined to be as follows:


(in thousands, except share and per share data)
Mobile Mini Common Stock outstanding	44,252,275
Share conversion ratio	2.405
Common Stock issued	106,426,721
Common Stock per share price as of July 1, 2020	$	12.53
Fair value of shares of WillScot Class A Common Stock issued	$	1,333,527
Cash paid for fractional shares	30
Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options	19,279
Total purchase price	$	1,352,836

The Merger was accounted for using the acquisition method of accounting, and WillScot is considered the accounting acquirer. Under the acquisition method of accounting, we are required to assign the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the closing date. The excess of the purchase price over those fair values is recorded as goodwill. The Company's acquisition of Mobile Mini represents a non-cash investing outflow activity of $1,352,836 and the related issuance of equity including stock options represents a non-cash financing inflow activity of $1,352,836.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed in the Merger as of July 1, 2020. The estimated fair value of Mobile Mini’s assets acquired and liabilities assumed at the acquisition date are determined based on preliminary valuations and analyses. Accordingly, the Company has made provisional estimates for the assets acquired and liabilities assumed. The valuation of intangible assets acquired is based on certain valuation assumptions yet to be finalized, including cash flow projections, discount rates, contributory asset charges and other valuation model inputs. The valuation of tangible long-lived assets acquired is dependent upon, among other things, refinement of the inputs in the valuation model and an analysis of the condition and estimated remaining useful lives of the assets acquired.


(in thousands)
Purchase Price	$	1,352,836
Cash and cash equivalents	$	17,203
Trade receivable	91,840
Inventories	8,987
Prepaid expenses and other current assets	13,348
Rental equipment	1,142,987
Property, plant and equipment, net	153,175
Operating lease assets	92,054
Intangible assets	565,550
Other non-current assets	2,725
Total identifiable assets acquired	$	2,087,869
Accounts payable	(30,368)
Accrued liabilities	(31,355)
Accrued interest	(7,776)
Deferred revenue and customer deposits	(38,846)
Operating lease liabilities	(89,968)
Debt and finance lease liabilities	(898,519)
Deferred tax liabilities	(346,586)
Total liabilities assumed	(1,443,418)
Goodwill identified	$	708,385

Mobile Mini has generated $149.4 million of revenue since the acquisition date, which is included in the condensed consolidated financial statements of operations for the three and nine months ended September 30, 2020.

The below pro forma results give effect to the following as if they occurred on January 1, 2019, (i) the Merger, (ii) borrowings under the Company's 2025 Secured Notes and 2020 ABL Facility (terms as defined in Note 9) used to repay certain debt in connection with the Merger, (iii) extinguishment of the Mobile Mini revolving credit facility and senior notes assumed in the Merger and immediately repaid, (iv) extinguishment of WillScot's 2017 ABL Facility and WillScot's 2022 Secured Notes (both as defined in Note 9) repaid in connection with the Merger and (v) elimination of WillScot's non-controlling interest and WillScot's Class B common stock in connection with the Merger. The pro forma information is not necessarily indicative of the Company’s results of operations had the Merger been completed on January 1, 2019, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies, synergies, or revenue opportunities that could result from the Merger.

The tables below present unaudited pro forma consolidated statements of operations information for the three and nine months ended September 30, 2020 and 2019:


(in thousands)	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
WillScot revenues	$	417,315	$	929,998
Mobile Mini revenues	—		284,240
Pro forma revenues	$	417,315	$	1,214,238

WillScot Mobile Mini pretax loss (a)	$	(50,423)	$	(40,759)
Mobile Mini pretax income	—		37,875
Pro forma pretax loss	(50,423)		(2,884)
Pro forma adjustments to combined pretax income (loss):
Elimination of Merger transaction costs (b)	52,191		80,040
Impact of fair value mark-ups on rental fleet depreciation (c)	—		(2,334)
Other depreciation expense and intangible asset amortization (d)	—		(7,164)
Interest expense (e)	—		(6,113)
Elimination of Mobile Mini interest (f)	—		15,921
Elimination of loss on extinguishment of debt (g)	42,401		42,401
Pro forma pretax income	44,169		119,867
Income tax expense (h)	(6,296)		(26,495)
Pro forma net income	$	37,873	$	93,372


(a)			Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange (see Note 10)
(b)			Eliminates non-recurring Merger transaction costs incurred as a result of the Mobile Mini Merger.
(c)			Depreciation on rental equipment and property, plant and equipment were adjusted for the preliminary determination of the fair value of equipment acquired in the Mobile Mini Merger.
(d)			Represents the differential in other depreciation and amortization expense related to the provisional fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship estimated at $263 million over 13 years.
(e)			In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at 6.125%, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility. Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility. See Note 9 for definitions of terms.
(f)			Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated. See Note 9 for definition of terms.
(g)			Elimination of loss on extinguishment of debt in connection with the redemption premium on the 2022 Secured Notes and unamortized deferred financing costs on the 2022 Secured Notes and 2017 ABL Facility. See Note 9 for definitions of terms.
(h)			Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a U.S. federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses. In addition, eliminates the reversal of $54.6 million of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger. See Note 11.


(in thousands)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
WillScot revenues	$	268,222	$	785,620
Mobile Mini revenues	155,325		458,709
Pro forma revenues	$	423,547	$	1,244,329

WillScot Mobile Mini pretax loss (a)	$	(223)	$	(22,492)
Mobile Mini pretax income	29,449		74,297
Pro forma pretax income	29,226		51,805
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups on rental fleet depreciation (b)	(1,167)		(3,500)
Other depreciation expense and intangible asset amortization (c)	(3,491)		(10,514)
Interest expense (d)	(49)		(1,164)
Elimination of Mobile Mini interest (e)	9,941		30,460
Pro forma pretax income	34,460		67,087
Income tax expense (f)	(6,989)		(21,453)
Pro forma net income	$	27,471	$	45,634


(a)			Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange (see Note 10)
(b)			Depreciation on rental equipment was adjusted for the fair value of rental equipment acquired in the Mobile Mini Merger.
(c)			Represents the differential in other depreciation and amortization expense related to the provisional fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship estimated at $263 million over 13 years.
(d)			In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at 6.125%, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility. Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility. See Note 9 for definitions of terms.
(e)			Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated. See Note 9 for definition of terms.
(f)			Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a U.S. federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses.

Transaction and Integration Costs

The Company expensed $52.2 million and $63.2 million in Merger transaction costs within transaction costs and $7.1 million and $9.4 million in integration costs related to the Merger within selling, general and administrative ("SG&A") for the three and nine months ended September 30, 2020, respectively.

Revenue

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenue

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas for the three and nine months ended September 30 as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019
US	$	368,285	$	245,115	$	841,227	$	714,669
Canada	24,098		19,183		57,083		58,782
Mexico	3,279		3,924		10,035		12,169
UK	21,653		—		21,653		—
Total revenues	$	417,315	$	268,222	$	929,998	$	785,620

Major Product and Service Lines

The Company’s revenue by major product and service line for the three and nine months ended September 30 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019
Modular space leasing revenue	$	163,635	$	131,557	$	427,409	$	384,582
Portable storage leasing revenue	52,941		6,033		64,506		18,295
Tank and pump leasing revenue	14,112		—		14,112		—
VAPS and third party leasing revenues(a)	56,330		40,944		139,754		118,005
Other leasing-related revenue(b)	13,064		9,869		32,796		30,631
Leasing revenue	300,082		188,403		678,577		551,513
Delivery and installation revenue	84,694		61,008		187,404		166,974
Total leasing and services revenue	384,776		249,411		865,981		718,487
New unit sales revenue	19,360		11,338		38,736		37,686
Rental unit sales revenue	13,179		7,473		25,281		29,447
Total revenues	$	417,315	$	268,222	$	929,998	$	785,620

(a) Includes $5.6 million and $4.0 million of value added products and services ("VAPS") revenue for the three months ended September 30, 2020 and 2019, respectively and $13.9 million and $11.9 million of VAPS service revenue for the nine months ended September 30 2020, and 2019, respectively.

(b) Primarily damage billings, delinquent payment charges, and other processing fees.

Leasing and Services Revenue

The majority of revenue 71% for the three and nine months ended September 30, 2020 and 69% for the three and nine months ended September 30, 2019) is generated by rental income subject to the guidance of ASC 842. The remaining revenue for the three and nine months ended September 30, 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 71% 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 accounted for under ASC 606 are generally the same customers that rent the Company's equipment. The Company manages credit risk associated with its accounts receivables at the customer level. As the same customers generate the revenues that are accounted for under both ASC 606 and ASC 842, the discussions below on credit risk and the Company's allowance for credit losses address its total revenues. The Company's top five customers with the largest open receivables balances represented 6.1% of the total receivables balance as of September 30, 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 September 30, 2020, the Company had approximately $72.4 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 September 30, 2020, $19.8 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 contract assets.

The Company's uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future services revenues that are expected to be recognized within twelve months, the Company has elected to utilize the optional disclosure exemption made available regarding transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations. The transaction price for performance obligations that will be completed in greater than twelve months is variable based on the costs ultimately incurred to provide those services.

The primary costs to obtain contracts for new and rental unit sales with the Company's customers are commissions paid to our sales force. The Company pays its sales force commissions on the sale of new and rental units. For new and rental

unit sales, the period benefited by each commission is less than one year, therefore the commissions are expensed as incurred.

Credit Losses

The Company is exposed to credit losses from trade receivables generated through its leasing and sales business. The Company assesses each customer’s ability to pay for the products it leases or sells by conducting a credit review. The credit review considers expected billing exposure and timing for payment and the customer’s established credit rating. The Company performs its credit review of new customers at inception of the customer relationship and for existing customers when the customer transacts new leases after a defined period of dormancy. The Company also considers contract terms and conditions, country risk and business strategy in the evaluation.

The Company monitors ongoing credit exposure through an active review of customer balances against contract terms and due dates. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. The allowances for credit losses reflect the estimate of the amount of receivables that the Company will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectability. This estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease our allowances. The determination of the fair value of trade receivables acquired in the Merger is preliminary and subject to adjustment within the measurement period as the Company completes its review of the account receivable portfolio acquired from Mobile Mini.


(in thousands)	Nine Months Ended September 30, 2020		Year Ended December 31, 2019
Balance at beginning of year	$	15,828	$	9,340
Net charges to bad debt expense and revenue	22,184		14,496
Write-offs	(12,395)		(7,945)
Foreign currency translation and other	(1,431)		(63)
Balance at end of period	$	24,186	$	15,828

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Leases

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Leases

As of September 30, 2020, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands):


	Operating		Finance
2020 (remaining)	$	13,294	$	5,135
2021	57,440		18,139
2022	48,638		16,751
2023	39,636		13,300
2024	32,068		10,378
Thereafter	90,727		22,826
Total lease payments	281,803		86,529
Less: interest	(48,467)		(6,524)
Present value of lease liabilities	$	233,336	$	80,005

Finance lease liabilities are included within Long-term debt and current portion of long-term debt on the condensed consolidated balance sheets.

The Company’s lease activity during the nine months ended September 30, 2020 and 2019 was as follows:


	Nine Months Ended September 30,
Financial Statement Line (in thousands)	2020		2019
Finance Lease Expense
Amortization of finance lease assets	$	4,360	$	—
Interest on obligations under finance leases	512		—
Total finance lease expense	$	4,872	$	—

Operating Lease Expense
Fixed lease expense
Cost of leasing and services	$	4,444	$	5,151
Selling, general and administrative	29,682		25,423
Lease impairment expense and other related charges	2,103		1,770
Short-term lease expense
Cost of leasing and services	19,765		22,725
Selling, general and administrative	1,612		1,664
Lease impairment expense and other related charges	471		—
Variable lease expense
Cost of leasing and services	5,277		2,182
Selling, general and administrative	3,645		3,016
Lease impairment expense and other related charges	666		—
Total operating lease expense	$	67,665	$	61,931

The Company initiated certain restructuring plans associated with the acquisition of Modular Space Holdings, Inc. ("ModSpace") in 2018 in order to capture operating synergies as a result of integrating ModSpace into WillScot. The restructuring activities primarily included 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 nine months ended September 30, 2020, the Company recorded $4.0 million in lease impairment expense and other related charges which is comprised of $0.8 million loss on lease exit and impairment charges and $3.3 million in closed location rent expense. During the nine months ended September 30, 2019, the Company recorded $5.8 million in lease impairment expense and other related charges which is comprised of $2.4 million in right-of-use ("ROU") asset impairment on leased locations no longer used in operations, $1.7 million loss on lease exit and $1.7 million in closed location rent expense.

Supplemental cash flow information related to leases for the nine months ended September 30, 2020 and 2019 was as follows:


	Nine Months Ended September 30,
Supplemental Cash Flow Information (in thousands)	2020		2019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	35,065	$	29,598
Operating cash outflows from finance leases	$	491	$	—
Financing cash outflows from finance leases	$	3,434	$	—

Right of use assets obtained in exchange for lease obligations	$	26,727	$	20,782
Assets obtained in exchange for finance leases	$	6,322	$	—

Weighted-average remaining operating lease terms and the weighted average discount rates as of September 30, 2020 and December 31, 2019 were as follows:


Lease Terms and Discount Rates	September 30, 2020		December 31, 2019
Weighted-average remaining lease term - operating leases	6.5 years		6.5 years
Weighted-average discount rate - operating leases	5.8	%	7.0	%
Weighted-average remaining lease term - finance leases	4.7 years		0.0 years
Weighted-average discount rate - finance leases	2.9	%	—	%

The Company presents information related to leasing revenues in Note 3.

Inventories

9 Months Ended

Sep. 30, 2020

Inventory Disclosure [Abstract]

Inventories

Inventories at the respective balance sheet dates consisted of the following:


	September 30, 2020		December 31, 2019
Raw materials and supplies	$	21,573	$	15,387
Finished units	1,382		—
Inventories	$	22,955	$	15,387

Rental Equipment, net

9 Months Ended

Sep. 30, 2020

Property, Plant and Equipment [Abstract]

Rental Equipment, net

Rental equipment, net at the respective balance sheet dates consisted of the following:


(in thousands)	September 30, 2020		December 31, 2019
Modular units	$	2,490,827	$	2,372,069
Portable storage	1,028,230		83,402
Tank and pump products	129,604		—
Value added products	134,910		121,855
Total rental equipment	3,783,571		2,577,326
Less: accumulated depreciation	(743,861)		(632,890)
Rental equipment, net	$	3,039,710	$	1,944,436

Goodwill

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Changes in the carrying amount of goodwill were as follows:


(in thousands)
Balance at December 31, 2018	$	247,017
Changes to preliminary purchase price accounting	(13,479)
Effects of movements in foreign exchange rates	1,639
Balance at December 31, 2019	235,177
Acquisition of Mobile Mini	708,385
Effects of movements in foreign exchange rates	(771)
Balance at September 30, 2020	$	942,791

As discussed in further detail in Note 2, the Company acquired Mobile Mini on July 1, 2020. The assignment of goodwill across the operating segments: NA Storage, UK Storage, and Tank and Pump (as defined in Note 17), associated with the Merger has not yet been completed. The Company expects to finalize the valuation of the acquired net assets of Mobile Mini within the one-year measurement period from the date of acquisition and will complete the assignment of the related acquired goodwill to its operating segments at that time. The Company expects any adjustments to goodwill for financial reporting to be non-deductible for income tax purposes.

The Company had no goodwill impairment during the nine months ended September 30, 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 their carrying amounts as of September 30, 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 and nine months ended September 30, 2020 and there were no impairment indicators that would require an interim impairment test.Due to the uncertain and rapidly evolving nature of the conditions surrounding the COVID-19 pandemic, changes in economic outlook may change our long-term projections.

Intangibles

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles

Intangible assets other than goodwill at the respective balance sheet dates consisted of the following:


	September 30, 2020
(in thousands)	Remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
ModSpace trade name	0.9	$	3,000	$	(2,125)	$	875
Mobile Mini customer relationship	13	263,000		(5,058)		257,942
Technology	6	1,550		(64)		1,486
Indefinite-lived intangible assets:
Trade name - Mobile Mini		301,000		—		301,000
Trade name - WillScot		125,000		—		125,000
Total intangible assets other than goodwill		$	693,550	$	(7,247)	$	686,303


	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 name - WillScot		125,000		—		125,000
Total intangible assets other than goodwill		$	128,000	$	(1,375)	$	126,625

Based on the carrying value at September 30, 2020, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands):


2020 (remaining)	$	5,372
2021	21,114
2022	20,489
2023	20,489
2024	20,489
Thereafter	172,350
Total	$	260,303

The assignment of acquired intangibles in the Merger across the operating segments: NA Storage, UK Storage, and Tank and Pump (as defined in Note 17), has not yet been completed. The Company has preliminarily included $301.0 million to indefinite-lived intangible assets and $259.4 million of intangibles subject to amortization, related to Mobile Mini customer relationships and technology, in the NA Storage segment. The Company expects any adjustments to intangible assets for financial reporting to be non-deductible for income tax purposes and for which deferred tax liabilities for the basis difference between financial reporting and tax to be established. The numbers reflected above are preliminary and the Company expects to finalize the valuation of the acquired net assets of Mobile Mini, including the related intangible assets, within the one-year measurement period from the date of acquisition.

Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Debt

The carrying value of debt outstanding at the respective balance sheet dates consisted of the following:


(in thousands, except rates)	Interest rate	Year of maturity	September 30, 2020		December 31, 2019
2022 Secured Notes	7.875%	2022	$	—	$	264,576
2023 Secured Notes	6.875%	2023	—		482,768
2025 Secured Notes	6.125%	2025	636,450		—
ABL Facility	Varies	2025	1,307,295		885,245
2028 Secured Notes	4.625%	2028	491,329		—
Finance Leases	Varies	Varies	80,005		—
Total debt			2,515,079		1,632,589
Less: current portion of long-term debt			16,872		—
Total long-term debt			$	2,498,207	$	1,632,589

The Company is subject to various covenants and restrictions. The Company was in compliance with all covenants related to debt as of September 30, 2020 and December 31, 2019.

Asset Backed Lending Facilities ("ABL Facility")

On November 29, 2017, Williams Scotsman Holdings Corp ("Holdings"), Williams Scotsman International, Inc. ("WSII") and certain of its subsidiaries entered into an ABL credit agreement (the “2017 ABL Facility”), as amended, that provided a senior secured revolving credit facility that matured on May 29, 2022.

The 2017 ABL Facility consisted of (i) a $1.285 billion asset-backed revolving credit facility for WSII and certain of its domestic subsidiaries, (ii) a $140.0 million asset-based revolving credit facility for certain Canadian subsidiaries of WSII, and (iii) an accordion feature that permitted the borrowers to increase the lenders’ commitments in an aggregate amount not to exceed $375.0 million, subject to the satisfaction of customary conditions and lender approval, plus any voluntary prepayments that are accompanied by permanent commitment reductions under the 2017 ABL Facility.

Borrowing availability under the 2017 ABL Facility was equal to the lesser of $1.425 billion and the applicable borrowing bases. The borrowing bases were a function of, among other things, the value of the assets in the relevant collateral pool.

On July 1, 2020, in connection with the completion of the Merger, Holdings, WSII, and certain of its subsidiaries, entered into a new asset-based credit agreement, that provides for revolving credit facilities in the aggregate principal amount of up to $2.4 billion, consisting of: (i) a senior secured asset-based US dollar revolving credit facility in the aggregate principal amount of $2 billion (the “US Facility”), available to WSII and certain of its subsidiaries (collectively, the “US Borrowers”), and (ii) a $400 million senior secured asset-based multicurrency revolving credit facility (the "Multicurrency Facility") together with the US Facility (collectively, the “2020 ABL Facility”), available to be drawn in US Dollars, Canadian Dollars, British Pounds Sterling or Euros by the US Borrowers, and certain of WSII’s wholly-owned subsidiaries organized in Canada and in the United Kingdom. On July 1, 2020, in connection with the completion of the Merger, approximately $1.47 billion of proceeds from the 2020 ABL Facility were used to repay the 2017 ABL Facility and the asset-backed lending facility assumed in the transaction with Mobile Mini, as well as to pay fees and expenses related to the Merger and the debt refinancing transactions. The 2020 ABL Facility matures July 1, 2025. Borrowings under the 2020 ABL Facility initially bear interest at (i) in the case of US Dollars, at WSII’s option, either an adjusted LIBOR rate plus 1.875% or an alternative base rate plus 0.875%, (ii) in the case of Canadian Dollars, at WSII’s option, either a Canadian BA rate plus 1.875% or Canadian prime rate plus 0.875%, and (iii) in the case of Euros and British Pounds Sterling, an adjusted LIBOR rate plus 1.875%.

Borrowing availability under the US Facility and the Multicurrency Facility is equal to the lesser of (i) the aggregate Revolver Commitments and (ii) the aggregate Borrowing Base ("Line Cap"). At September 30, 2020, the Line Cap was $2.4 billion and the Borrowers had $1.04 billion of available borrowing capacity under the 2020 ABL Facility, including $636.9 million under the US Facility and $400.0 million under the Multicurrency Facility.

The obligations of the US Borrowers are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned US organized restricted subsidiary of Holdings, other than excluded subsidiaries (together with Holdings, the "US Guarantors"). The obligations of the Multicurrency 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 Holdings other than certain excluded subsidiaries (together with the US Guarantors, the "ABL Guarantors").

At September 30, 2020, the weighted average interest rate for borrowings under the 2020 ABL Facility was 2.05%. The weighted average interest rate on the balance outstanding, as adjusted for the effects of the interest rate swap agreements was 2.91%. Refer to Note 15 for a more detailed discussion on interest rate management. At September 30, 2020,

the Borrowers had $1.04 billion of available borrowing capacity under the 2020 ABL Facility. At December 31, 2019, the Borrowers had $509.1 million of available borrowing capacity under the 2017 ABL Facility. The Company had issued $12.8 million of standby letters of credit under the 2020 ABL Facility at September 30, 2020 and $10.4 million under the 2017 ABL Facility at December 31, 2019. At September 30, 2020, letters of credit and guarantees carried fees of 2.00%. Unamortized debt issuance costs of $43.0 million are included in the carrying value of the 2020 ABL Facility at September 30, 2020. Unamortized debt issuance costs of $17.8 million are included in the carrying value of the 2017 ABL Facility at December 31, 2019. In connection with the repayment of the 2017 ABL Facility, the Company wrote off $4.4 million of deferred financing fees to loss on extinguishment of debt.

2022 Senior Secured Notes

WSII had $270.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured Notes”).

In connection with the Merger and related refinancing transactions in the third quarter of 2020, using proceeds from the 2025 Secured Notes discussed below, the Company redeemed all of its 2022 Secured Notes and recorded a loss on extinguishment of debt in the condensed consolidated statements of operations of $15.2 million comprised of a redemption premium of $10.6 million and write off of unamortized deferred financing fees of $4.6 million.

2023 Senior Secured Notes

WSII had $490.0 million of 6.875% senior secured notes due August 15, 2023 (the “2023 Secured Notes”). On August 11, 2020, WSII redeemed 10% of the outstanding principal amount of the 2023 Secured Notes, $49.0 million, at a redemption price of 103.0% plus accrued and unpaid interest. This repayment was funded by borrowings under the Company’s ABL Facility.

On August 25, 2020, the Company completed a private offering of its 2028 Secured Notes, discussed below, and used the offering proceeds to repay, along with expenses, the $441.0 million outstanding principal amount of its 2023 Secured Notes at a redemption price of 103.438% plus accrued and unpaid interest. The Company recorded a loss on extinguishment of debt in the condensed consolidated statements of operations of $22.7 million comprised of a redemption premium of $16.6 million and write off of unamortized deferred financing fees of $6.1 million.

2025 Senior Secured Notes

In anticipation of the Merger, on June 15, 2020, Picasso Finance Sub, Inc., a newly-formed indirect finance subsidiary (the “Finance Sub”) of the Company, completed a private offering of $650.0 million in aggregate principal amount of its 6.125% senior secured notes due 2025 (the “2025 Secured Notes”). The 2025 Secured Notes contained provisions requiring repayment, without penalty, in the event the Merger was not consummated. The offering proceeds from the 2025 Secured Notes of $650.0 million and $5.1 million of interest due through August 1, 2020 were deposited into an escrow account, pending the closing of the Merger. In connection with completion of the Merger on July 1, 2020, the offering proceeds were released and the proceeds were used to repay the 2022 Secured Notes, repay Mobile Mini senior notes assumed in the acquisition and pay certain fees and expenses related to the Merger and financing transactions. In addition, Finance Sub was merged into WSII on July 1, 2020. The Company recorded $14.3 million in deferred financing fees related to the 2025 Secured Notes.

The 2025 Secured Notes mature on June 15, 2025 and bear interest at a rate of 6.125% per annum. Interest is payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2020.

Unamortized deferred financing costs pertaining to the 2025 Secured Notes were $13.6 million as of September 30, 2020.

2028 Senior Secured Notes

On August 25, 2020, the Company, completed a private offering of $500.0 million in aggregate principal amount of 4.625% senior secured notes due 2028 (the “2028 Secured Notes”).

The 2028 Secured Notes mature on August 15, 2028. They bear interest at a rate of 4.625% per annum. Interest is payable semi-annually on August 15 and February 15 of each year, beginning February 25, 2021. Unamortized deferred financing cost pertaining to the 2028 Secured Notes were $8.7 million as of September 30, 2020.

Finance Leases

The Company maintains finance leases primarily related to transportation equipment. At September 30, 2020, obligations under finance leases for certain real property and transportation related equipment were $80.0 million. See footnote 4 - Leases, for further information.

Mobile Mini Debt

Mobile Mini had $250.0 million in aggregate principal amount of 5.875% senior notes outstanding prior to the Merger. Interest was payable semi-annually on January 1 and July 1. In connection with the Merger, these notes were assumed by WillScot Mobile Mini and subsequently redeemed using proceeds from the 2025 Secured Notes discussed above.

Mobile Mini had a $1 billion first lien senior secured revolving credit facility. At June 30, 2020, Mobile Mini had $563.2 million of outstanding principal on the credit facility. In connection with the Merger, this line of credit was assumed by WillScot Mobile Mini and subsequently repaid in full using proceeds from the 2020 ABL Facility discussed above.

Equity

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Equity

Common Stock

On June 30, 2020, as contemplated by the Merger Agreement, and pursuant to the terms of an exercise notice delivered by Sapphire Holding S.à r.l. ("Sapphire Holdings"), an affiliate of TDR Capital LLP (“TDR Capital”), to WillScot, Sapphire Holdings exchanged each of its shares of Common Stock, par value $0.0001 per share, of Holdings, pursuant to that certain existing exchange agreement, between WillScot and Sapphire Holdings, for 1.3261 shares of newly issued Common Stock of WillScot (the "Sapphire Exchange"). As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock"), were automatically canceled for no consideration and the existing exchange agreement was automatically terminated. As a result of the Sapphire Exchange, Holdings became a wholly-owned subsidiary of WillScot. Sapphire Holdings received 10,641,182 shares of Common Stock of WillScot in the Sapphire Exchange (the “Exchange Shares”).

Prior to the Sapphire Exchange, Sapphire Holdings' ownership of Holdings was recorded as a non-controlling interest in the condensed consolidated financial statements. Subsequent to the Sapphire Exchange, the Company's subsidiaries are each wholly owned and there is no non-controlling interest. As a result of the Sapphire Exchange, non-controlling interest of $63.9 million was reclassified to $66.9 million of additional paid-in-capital and $(3.0) million to accumulated other comprehensive loss, on the condensed consolidated balance sheet.

In connection with the Sapphire Exchange, stock compensation vesting events and stock option exercises described in Note 14, and the warrant exercises described below, the Company issued 12,735,352 shares of Common Stock during the nine months ended September 30, 2020.

In connection with the Merger on July 1, 2020, the Company issued 106,426,721 shares of Class A Common Stock in exchange for Mobile Mini Common Stock outstanding and subsequently filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of the Class A Common Stock and converted such shares into shares of Common Stock, par value $0.0001 per share, of WillScot Mobile Mini.

On August 7, 2020, the Company's Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $250 million of its outstanding shares of Common Stock. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and the timing and exact amount of any repurchases will depend on various factors, including market pricing and conditions, business, legal, accounting, and other considerations. No Common Stock was repurchased during the third quarter of 2020.

The Company may repurchase its shares in open market transactions from time to time or through privately negotiated transactions in accordance with federal securities laws, at the Company's discretion. The repurchase program, which has no expiration date, may be increased, suspended, or terminated at any time. The program is expected to be implemented over the course of several years and is conducted subject to the covenants in the agreements governing our indebtedness.

Warrants

On January 24, 2020, the Company delivered a notice (the “Redemption Notice”) to redeem all of its outstanding 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 these warrants who exercised them following the date of the Redemption Notice were required to do so on a cashless basis. From January 1, 2020 through January 24, 2020, 796,610 warrants were exercised for cash, resulting in the Company receiving cash proceeds of $4.6 million and the Company issued 398,305 shares of the Company's Class A Common Stock. After January 24, 2020 through February 24, 2020, 5,836,048 warrants were exercised on a cashless basis. An aggregate of 1,097,162 shares of the Company's Class A Common Stock was issued in connection with these exercises. Thereafter, the Company completed the redemption of 38,509 remaining warrants under the Redemption Notice for $0.01 per warrant.

At September 30, 2020, the Company has 9,782,106 warrants each exercisable for one share with an exercise price of $15.50 and 17,561,700 warrants exercisable for one half share with an exercise price of $5.75 outstanding.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the nine months ended September 30, 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)
Total other comprehensive income (loss) prior to reclassifications	7,982		(1,642)		6,340
Reclassifications to the statements of operations	—		2,617		2,617
Less other comprehensive income attributable to non-controlling interest	(730)		(88)		(818)
Impact of elimination of non-controlling interest on accumulated other comprehensive income	(1,299)		(1,673)		(2,972)
Balance at June 30, 2020	(66,260)		(18,547)		(84,807)
Total other comprehensive income prior to reclassifications	14,619		947		15,566
Reclassifications to the statements of operations	—		2,958		2,958
Balance at September 30, 2020	$	(51,641)	$	(14,642)	$	(66,283)


(in thousands)	Foreign currency translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2018	$	(62,608)	$	(5,418)	$	(68,026)
Total other comprehensive income (loss) prior to reclassifications	4,115		(2,636)		1,479
Reclassifications to the statements of operations	—		435		435
Less other comprehensive loss (income) attributable to non-controlling interest	(364)		198		(166)
Balance at March 31, 2019	(58,857)		(7,421)		(66,278)
Total other comprehensive income (loss) prior to reclassifications	4,321		(4,500)		(179)
Reclassifications to the statements of operations	—		613		613
Less other comprehensive loss (income) attributable to non-controlling interest	(397)		351		(46)
Balance at June 30, 2019	(54,933)		(10,957)		(65,890)
Total other comprehensive loss prior to reclassifications	(2,810)		(1,337)		(4,147)
Reclassifications to the statements of operations	—		837		837
Less other comprehensive loss (income) attributable to non-controlling interest	256		45		301
Balance at September 30, 2019	$	(57,487)	$	(11,412)	$	(68,899)

For the nine months ended September 30, 2020 and 2019, $7.1 million and $2.0 million, respectively, was reclassified from AOCL into the condensed consolidated statements of operations within interest expense related to the interest rate swaps discussed in Note 15. Associated with these reclassifications, the Company recorded a tax benefit of $1.2 million for the three and nine months ended September 30, 2020 and $0.1 million for the nine months ended September 30, 2019. The Company did not record a tax benefit for the three months ended September 30, 2019.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recorded an income tax benefit of $66.7 million and $66.2 million for the three and nine months ended September 30, 2020, respectively, and $1.2 million and $2.0 million for the three and nine months ended September 30, 2019 respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2020 was 132.2% and 162.3%, respectively, and 541.7% and 9.0% for the same periods in 2019. The income tax benefit for the three and nine months ended September 30, 2020 is primarily due to reversal of valuation allowance of approximately $54.6 million, driven by a material increase to deferred tax liabilities after the Merger, which upon re-assessment changed the Company's position on realizability of deferred tax assets and a reduction of reserves for uncertain tax positions of approximately $9.5 million. The benefit is partially offset by approximately $3 million of tax expense from a law change enacted in July 2020 in the United Kingdom. The income tax benefit for the three and nine months ended September 30, 2019 is primarily from discrete items recorded in the respective periods. In general, FASB Accounting Standards Codification (“ASC”) Section 740, “Income Taxes” (“ASC 740”) requires us to evaluate the realizability of our deferred tax assets and reduce the deferred tax assets by valuation allowances to the extent we determined some or all of our deferred tax assets are not more likely than not realizable. To determine the realizability, ASC 740 requires consideration of sources of available taxable income of the proper character and within the time period before which our deferred tax assets, if any, expire due to the passage of time. Prior to the acquisition of Mobile Mini, our sources of taxable income were insufficient to realize a significant portion of WillScot’s historical deferred tax assets. As a result, at December 31, 2019, we maintained valuation allowances of approximately $80.2 million to cover deferred tax assets that were not realizable. The significant WillScot historical deferred tax assets covered by valuation allowances were net operating losses and deferred interest expense. On July 1, 2020, with the Merger, estimates for future taxable income increased significantly; accordingly, the Company concluded that a substantial portion of WillScot’s historical deferred tax assets that were previously covered by valuation allowances became more likely than not realizable. As a result, the Company reversed $54.6 million of valuation allowances as a discrete benefit in the three months ended September 30, 2020 due to change in judgment. The significant deferred tax assets of the Company are comprised of net operating losses and deferred interest expense. A small percentage of the net operating losses are subject to an annual limitation based on tax law for which a valuation allowance continues to be maintained. Deferred interest has an indefinite life. The Company anticipates that our remaining available net operating losses of approximately $1,026.0 million for federal, $708.2 million for state and $20.7 million of foreign will be consumed prior to its expiration which range from tax years 2020 to 2039 based on jurisdictional tax law.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Fair Value Measures

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measures

The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value:


Level 1 -			Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 -			Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3 -			Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions

The Company has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. Based on the borrowing rates currently available for bank loans with similar terms and average maturities, the fair value of finance leases at September 30, 2020 approximate their respective book values.

The following table shows the carrying amounts and fair values of other financial liabilities, including their levels in the fair value hierarchy:


	September 30, 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
2022 Secured Notes	$	—	$	—	$	—	$	—	$	264,576	$	—	$	282,250	$	—
2023 Secured Notes	—		—		—		—		482,768		—		517,334		—
2025 Secured Notes	636,450		—		696,625		—		—		—		—		—
ABL Facilities	1,307,295		—		1,350,340		—		885,245		—		903,000		—
2028 Secured Notes	491,329		—		499,990		—		—		—		—		—
Total	$	2,435,074	$	—	$	2,546,955	$	—	$	1,632,589	$	—	$	1,702,584	$	—

The carrying value of the ABL Facilities, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair value of the 2022 Secured Notes, the 2023 Secured Notes, the 2025 Secured Notes and the 2028 Secured Notes are 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 15.

As part of the Merger, on July 2, 2020 the Company converted Mobile Mini's outstanding fully vested stock options to 7,361,516 WillScot Mobile Mini stock options using a conversion ratio of 2.405 as set by the Merger Agreement. The fair value of these options was valued at $19.3 million and is part of the purchase consideration.

The value of Mobile Mini stock options converted to Willscot Mobile Mini stock options in connection with the Merger, was determined utilizing the Black-Scholes option-pricing model and is affected by several variables, the most significant of which are the expected life of the equity award, the exercise price of the stock option as compared to the fair market value of the Common Stock on the Merger date, and the estimated volatility of the Common Stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s Common Stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the Merger. The key inputs utilized to determine the fair value of the stock options converted included within the purchase price were expected volatility of 51.92%, risk free rate of interest 0.17%, dividend yield of zero and expected life and years of 2.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Restructuring

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring costs include charges associated with exit or disposal activities that meet the definition of restructuring under FASB ASC Topic 420, Exit or Disposal Cost Obligations (“ASC 420”). The Company's restructuring plans are generally country or region specific and are typically completed within a one year period. Restructuring costs incurred under these plans include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) non lease costs for consolidating or closing facilities. Costs related to the integration of acquired businesses that do not meet the definition of restructuring under ASC 420, such as employee training costs, duplicate facility costs and professional services expenses, are included within SG&A expense.

The following is a summary of the activity in the Company’s restructuring accruals for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended September 30,
	2020						2019
(in thousands)	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period - June 30	$	525	$	—	$	525	$	1,143	$	—	$	1,143
Reclassification of liability to operating lease asset at the adoption of ASC 842(a)	—		—		—		—		448		448
Charges	3,854		—		3,854		322		327		649
Cash payments	(2,432)		—		(2,432)		(544)		—		(544)
Foreign currency translation	2		—		2		(1)		2		1
Non-cash movements	133		—		133		(91)		(777)		(868)
Balance at end of period	$	2,082	$	—	$	2,082	$	829	$	—	$	829


	Nine Months Ended September 30,
	2020						2019
(in thousands)	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period - December 31	$	447	$	—	$	447	$	4,544	$	972	$	5,516
Reclassification of liability to operating lease asset at the adoption of ASC 842(a)	—		—		—		—		(967)		(967)
Charges	4,526		17		4,543		1,952		1,985		3,937
Cash payments	(3,027)		—		(3,027)		(5,476)		—		(5,476)
Foreign currency translation	3		—		3		28		2		30
Non-cash movements	133		(17)		116		(219)		(1,992)		(2,211)
Balance at end of period	$	2,082	$	—	$	2,082	$	829	$	—	$	829

The restructuring charges for the three and nine months ended September 30, 2020 are primarily driven by termination costs as a result of the elimination of positions due to the Merger and reductions in force as a result of COVID-19.

The restructuring charges for the three and nine months ended September 30, 2019 primarily relate to employee termination costs in order to capture operating synergies as a result of integrating ModSpace into WillScot. These costs were primarily the termination of employees in connection with the consolidation of overlapping facilities and functions within the existing business.

Segments (as defined in Footnote 17)

The $3.9 million of restructuring charges for the three months ended September 30, 2020 includes $0.3 million of charges related to the NA Modular segment, $3.3 million of charges related to the NA Storage segment and $0.3 million of charges related to the UK Storage segment.

The entire $0.6 million of restructuring charges for the three months ended September 30, 2019 pertain to the NA Modular segment.

The $4.5 million of restructuring charges for the nine months ended September 30, 2020 includes $0.9 million of charges pertaining to the NA Modular segment, $3.3 million of charges related to the NA Storage segment and $0.3 million of charges related to the UK Storage segment.

The entire $3.9 million of restructuring charges for the nine months ended September 30, 2019 pertain to the NA Modular segment.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Prior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs") as outlined below. On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger. The plan amended and restated in its entirety the 2017 Incentive Plan. As a result, all historical and future incentive awards to the Company's Board of Directors, executive officers and employees, as determined by the Company's Compensation Committee, are granted under the 2020 Incentive Plan.

The 2020 Incentive Plan included grants of stock options, time-based RSUs ("Time-Based RSUs"), and market-based RSUs ("Market-Based RSUs" together with the time-based RSUs, the "RSUs"), which are recognized in the financial statements based on their fair value. In addition, stock-based compensation to non-executive directors include grants of RSAs. The 2020 Incentive Plan continues Market-Based RSU's renamed as "Performance-Based RSUs".

Restricted Stock Awards

The following table summarizes the Company's RSA activity as of September 30, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance, December 31, 2019	52,755	$	14.69
Granted	65,959	11.75
Vested	(61,266)	14.28
Balance, September 30, 2020	57,448	$	11.75

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million for the three months ended September 30, 2020 and 2019. Compensation expense for RSAs was $0.7 million and $0.8 million for the nine months ended September 30, 2020 and 2019, respectively. At September 30, 2020, there was $0.4 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 0.6 years.

Time-Based RSUs

The following table summarizes the Company's Time-Based RSU activity as of September 30, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance, December 31, 2019	1,065,305	$	12.78
Granted	632,864	14.37
Vested	(323,678)	12.93
Forfeited	(22,728)	13.45
Balance, September 30, 2020	1,351,763	$	13.48

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $1.6 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively. Compensation expense for Time-Based RSUs was $3.9 million and $2.9 million for the nine months ended September 30, 2020 and 2019, respectively. At September 30, 2020, unrecognized compensation cost related to Time-Based RSUs totaled $15.2 million and is expected to be recognized over the remaining weighted average vesting period of 2.7 years.

Performance-Based RSUs

The following table summarizes the Company's Performance-Based RSU award activity as of September 30, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance, December 31, 2019	288,281	$	13.22
Granted	325,256	16.35
Forfeited	(12,700)	14.70
Balance, September 30, 2020	600,837	$	14.88

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $0.8 million and $0.3 million for the three months ended September 30, 2020 and 2019, respectively. Compensation expense for Performance-Based RSUs was $1.7 million and $0.7 million for the nine months ended September 30, 2020 and 2019, respectively. At September 30, 2020, unrecognized compensation cost related to Performance-Based RSUs totaled $6.2 million and is expected to be recognized over the remaining vesting period of 2.0 years.

Performance-Based RSUs vest based on the Company’s TSR Percentile Ranking as compared against the TSR for the companies comprising the Russell 3000 Group, measured as of the end of the Performance Period, based on the performance goals set forth in the award agreement.

Stock Options

The following table summarizes the Company's stock option activity as of September 30, 2020:


	WillScot Options	Weighted-Average Exercise Price per Share		Converted Mobile Mini Options	Weighted-Average Exercise Price per Share
Outstanding options, December 31, 2019	534,188	$	13.60	—	$	—
Converted at Merger	—			7,361,516	13.52
Exercised	—			(259,708)	11.99
Outstanding options, September 30, 2020	534,188	$	13.60	7,101,808	13.58
Fully vested and exercisable options, September 30, 2020	267,094	$	13.60	7,101,808	$	13.58

WillScot Options

Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.2 million for the three months ended September 30, 2020 and 2019. Compensation expense for stock option awards was $0.6 million for the nine months ended September 30, 2020 and 2019. At September 30, 2020, unrecognized compensation cost related to stock option awards totaled $1.1 million and is expected to be recognized over the remaining vesting period of 1.5 years.

Conversion of Mobile Mini Options at the Merger

The value of stock options converted was determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the Common Stock on the Merger date, and the estimated volatility of the Common Stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s Common Stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the Merger.

Derivatives

9 Months Ended

Sep. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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 2020 ABL Facility into fixed-rate debt. The Swap Agreement will terminate on May 29, 2022. Under the terms of the Swap Agreement, the Company receives a floating rate equal to 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 0.15% and 1.74% at September 30, 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 Facilities.

The location and the fair value of derivative instruments designated as hedges, at the respective balance sheet dates, were as follows:


(in thousands)	Balance Sheet Location	September 30, 2020		December 31, 2019
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	11,463	$	5,348
Interest rate swap	Other long-term liabilities	$	8,205	$	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 September 30, 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 statements of operations for the nine months ending September 30:


(in thousands)	2020		2019
Loss recognized in OCI	$	(5,061)	$	(8,604)
Location of loss recognized in income	Interest expense		Interest expense
Loss reclassified from AOCI into income (effective portion)	$	(7,147)	$	(2,018)

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments At September 30, 2020 and December 31, 2019, commitments for the acquisition of rental equipment and property, plant and equipment were $8.0 million and $4.5 million, respectively. Contingencies The Company is involved in various lawsuits or claims in the ordinary course of business. Management believes that there is no pending claim or lawsuit which, if adversely determined, would have a material effect on the Company’s financial condition, results of operations or cash flows.

Segment Reporting

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Segment Reporting

As a result of the Merger, the Company has evaluated its operating structure and, accordingly, its segment structure and has determined it operates in four reportable segments as follows: North America Modular Solutions ("NA Modular"), North America Storage Solutions ("NA Storage"), United Kingdom Storage Solutions ("UK Storage") and Tank and Pump Solutions ("Tank and Pump"). The NA Modular segment aligns with the WillScot legacy business prior to the Merger and the NA Storage, UK Storage and Tank and Pump segments align with the Mobile Mini segments prior to the Merger. Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management. Transactions between reportable segments are not significant.

In connection with the Merger, the Company determined its reportable segments as discussed above and retrospectively adjusted prior year's presentation to conform to the current presentation of reportable segments.

The Chief Operating Decision Maker ("CODM") evaluates business segment performance utilizing Adjusted EBITDA, which excludes certain items as shown in the reconciliation of the Company’s consolidated net income (loss) to Adjusted EBITDA below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to the intrinsic operating results of the Company.

The Company also regularly evaluates gross profit by segment to assist in the assessment of its operational performance. The Company considers Adjusted EBITDA to be the more important metric because it more fully captures the business performance of the segments, inclusive of indirect costs.

Reportable Segments

The following tables set forth certain information regarding each of the Company’s reportable segments for the three and nine months ended September 30, 2020 and 2019, respectively. Consistent with the financial statements, the segment results only include results from Mobile Mini's operations after July 1, 2020, the Merger date. Please refer to the Management Discussion & Analysis of Financial Condition and Results of Operations included in this document, for pro forma results inclusive of Mobile Mini's financial results for periods prior to the Merger date.


	Three Months Ended September 30, 2020
(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	192,243	$	77,041	$	15,399	$	15,399			$	300,082
Delivery and installation	52,144		20,868		4,744		6,938				84,694
Sales revenue:
New units	14,024		3,783		1,011		542				19,360
Rental units	9,456		2,801		499		423				13,179
Total revenues	267,867		104,493		21,653		23,302				417,315

Costs:
Cost of leasing and services:
Leasing	49,516		9,260		3,382		2,630				64,788
Delivery and installation	44,465		13,120		3,240		5,529				66,354
Cost of sales:
New units	9,484		2,351		726		374				12,935
Rental units	6,356		1,930		466		85				8,837
Depreciation of rental equipment	45,967		4,448		1,168		3,254				54,837
Gross profit	$	112,079	$	73,384	$	12,671	$	11,430			$	209,564
Other selected data:
Adjusted EBITDA	$	100,281	$	46,465	$	8,306	$	8,507	$	—	$	163,559
Selling, general and administrative expense (a)	$	58,935	$	31,368	$	5,533	$	6,177	$	62,257	$	164,270
Purchases of rental equipment and refurbishments	$	34,249	$	7,234	$	677	$	431	$	—	$	42,591

(a) Includes both SG&A and Merger transaction costs from the condensed consolidated statement of operations.


	Three Months Ended September 30, 2019
(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	188,403	$	—	$	—	$	—			$	188,403
Delivery and installation	61,008		—		—		—				61,008
Sales revenue:
New units	11,338		—		—		—				11,338
Rental units	7,473		—		—		—				7,473
Total revenues	268,222		—		—		—				268,222

Costs:
Cost of leasing and services:
Leasing	58,168		—		—		—				58,168
Delivery and installation	54,364		—		—		—				54,364
Cost of sales:
New units	7,421		—		—		—				7,421
Rental units	5,092		—		—		—				5,092
Depreciation of rental equipment	43,869		—		—		—				43,869
Gross profit	$	99,308	$	—	$	—	$	—			$	99,308
Other selected data:
Adjusted EBITDA	$	87,424	$	—	$	—	$	—	$	—	$	87,424
Selling, general and administrative expense	$	56,120	$	—	$	—	$	—	$	8,872	$	64,992
Purchases of rental equipment and refurbishments	$	47,789	$	—	$	—	$	—	$	—	$	47,789


	Nine Months Ended September 30, 2020
(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	570,738	$	77,041	$	15,399	$	15,399			$	678,577
Delivery and installation	154,854		20,868		4,744		6,938				187,404
Sales revenue:
New units	33,400		3,783		1,011		542				38,736
Rental units	21,558		2,801		499		423				25,281
Total revenues	780,550		104,493		21,653		23,302				929,998

Costs:
Cost of leasing and services:
Leasing	147,072		9,260		3,382		2,630				162,344
Delivery and installation	131,853		13,120		3,240		5,529				153,742
Cost of sales:
New units	22,018		2,351		726		374				25,469
Rental units	13,965		1,930		466		85				16,446
Depreciation of rental equipment	137,409		4,448		1,168		3,254				146,279
Gross profit	$	328,233	$	73,384	$	12,671	$	11,430			$	425,718
Other selected data:
Adjusted EBITDA	$	287,345	$	46,465	$	8,306	$	8,507	$	—	$	350,623
Selling, general and administrative expense (a)	$	180,791	$	31,368	$	5,533	$	6,177	$	80,641	$	304,510
Purchase of rental equipment and refurbishments	$	113,931	$	7,234	$	677	$	431	$	—	$	122,273

(a) Includes both SG&A and Merger transaction costs from the condensed consolidated statement of operations.


	Nine Months Ended September 30, 2019
(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues
Leasing and services revenue:
Leasing	$	551,513	$	—	$	—	$	—			$	551,513
Delivery and installation	166,974		—		—		—				166,974
Sales:
New units	37,686		—		—		—				37,686
Rental units	29,447		—		—		—				29,447
Total Revenues	785,620		—		—		—				785,620

Costs
Cost of leasing and services:
Leasing	160,476		—		—		—				160,476
Delivery and installation	146,175		—		—		—				146,175
Cost of sales:
New units	26,298		—		—		—				26,298
Rental units	19,608		—		—		—				19,608
Depreciation of rental equipment	128,940		—		—		—				128,940
Gross profit	$	304,123	$	—	$	—	$	—			$	304,123
Other selected data:
Adjusted EBITDA	$	258,332	$	—	$	—	$	—	$	—	$	258,332
Selling, general and administrative expense	$	177,912	$	—	$	—	$	—	$	30,784	$	208,696
Purchase of rental equipment and refurbishments	$	160,877	$	—	$	—	$	—	$	—	$	160,877

The following tables present a reconciliation of the Company’s income (loss) from operations to Adjusted EBITDA for the three and nine months ended September 30, 2020 and 2019, respectively:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019
Net income (loss)	$	16,252	$	997	$	25,411	$	(20,470)
Loss on extinguishment of debt	42,401		—		42,401		7,244
Income tax benefit	(66,675)		(1,220)		(66,170)		(2,022)
Interest expense	33,034		30,005		89,810		92,788
Depreciation and amortization	71,704		47,358		169,103		138,162
Currency losses (gains), net	(371)		234		147		(436)
Goodwill and other impairments	—		—		—		2,638
Restructuring costs, lease impairment expense and other related charges	4,798		1,863		8,542		9,756
Merger transaction costs	52,191		—		63,241		—
Integration costs	7,083		5,483		10,921		23,863
Stock compensation expense	2,944		1,812		6,958		5,002
Other	198		892		259		1,807
Adjusted EBITDA	$	163,559	$	87,424	$	350,623	$	258,332

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Income (Loss) Per Share	9 Months Ended
Income (Loss) Per Share	Sep. 30, 2020
Earnings Per Share [Abstract]
Income (Loss) Per Share	Income (Loss) Per Share Basic income (loss) per share (“EPS”) is calculated by dividing net income (or loss) attributable to WillScot Mobile Mini by the weighted average number of shares of Common Stock outstanding during the period. The shares of Common Stock issued as a result of the vesting of RSUs and for warrants exercised or redeemed during the three and nine months ended September 30, 2020, were included in EPS based on the weighted average number of days in which they were vested and outstanding during the period. Prior to June 30, 2020, the Company had shares of Class B Common Stock which had no rights to dividends or distributions made by the Company and, in turn, were excluded from the EPS calculation. On June 30, 2020, the Sapphire Exchange was completed and all shares of Class B Common Stock were cancelled and Sapphire Holdings received 10,641,182 shares of Common Stock. Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that would occur if dilutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive.

Related Parties

9 Months Ended

Sep. 30, 2020

Related Parties

Related party balances included in the Company’s consolidated balance sheets at September 30, 2020 and December 31, 2019, consisted of the following:


(in thousands)	Financial statement line Item	September 30, 2020		December 31, 2019
Receivables due from affiliates	Trade receivables, net of allowances for credit losses	$	19	$	26
Amounts due to affiliates	Accrued liabilities	(1,715)		(883)
Total related party liabilities, net		$	(1,696)	$	(857)

Related party transactions included in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019, respectively, consisted of the following:


		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Financial statement line item	2020		2019		2020		2019
Leasing revenue from related parties	Leasing revenue	$	504	$	81	$	1,330	$	232
Consulting expense to related party	Selling, general & administrative expense	(1,738)		(345)		(4,733)		(847)
Total related party expense, net		$	(1,234)	$	(264)	$	(3,403)	$	(615)

On June 30, 2020, the Company completed the Sapphire Exchange, whereby Sapphire Holdings, an affiliate of TDR, exchanged shares of Class B Common Stock for 10,641,182 shares of Class A Common Stock. As a result of the Sapphire Exchange, all issued and outstanding shares of WillScot’s Class B Common Stock were automatically canceled for no consideration and the existing exchange agreement was automatically terminated.

On August 22, 2018, WillScot’s majority stockholder, Sapphire Holdings, entered into a margin loan (the "Margin Loan") 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 customary obligations relating to the shares pledged by Sapphire Holdings 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 Holdings, 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.

On August 21, 2020, Sapphire Holdings entered into an amended and restated margin loan agreement which, among other things, extends the maturity date of the Margin Loan to August 29, 2022. As of September 30, 2020, 59,725,558 shares of WillScot Mobile Mini Common Stock, representing approximately 26% of WillScot Mobile Mini’s issued and outstanding Common Stock, and 4,850,000 warrants exercisable for one half share of Common Stock were pledged by Sapphire Holdings under the Margin Loan. The two-year supply agreement with Target Logistics Management LLC was not renewed.

The Company purchased rental equipment from related party affiliates of $1.0 million and $1.1 million for the three months ended September 30, 2020 and 2019, respectively. The Company purchased rental equipment from related party affiliates of $2.6 million and $4.3 million for the nine months ended September 30, 2020 and 2019, respectively.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements comprise the financial statements of WillScot Mobile Mini and its subsidiaries that it controls due to ownership of a majority voting interest and contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. On December 31, 2019, the 2019 financial statement amounts were adjusted for the adoption of 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 previously filed periods of 2019.
Principles of Consolidation	Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated.
Recently Issued and Adopted Accounting Standards	Recently Issued Accounting Standards In 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 relationships, 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.
Impact of COVID-19	Impact of COVID-19 On January 30, 2020, the World Health Organization declared an outbreak of a highly contagious form of an upper respiratory infection caused by COVID-19, a novel coronavirus strain commonly referred to as “coronavirus”. The Company was deemed an essential infrastructure business and has continued to supply its customers. There have been significant changes to the global economic situation and to public securities markets as a consequence of the COVID-19 pandemic. If these conditions persist, 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 credit losses.

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Schedule of Acquisition

The purchase price has been determined to be as follows:


(in thousands, except share and per share data)
Mobile Mini Common Stock outstanding	44,252,275
Share conversion ratio	2.405
Common Stock issued	106,426,721
Common Stock per share price as of July 1, 2020	$	12.53
Fair value of shares of WillScot Class A Common Stock issued	$	1,333,527
Cash paid for fractional shares	30
Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options	19,279
Total purchase price	$	1,352,836


(in thousands)
Purchase Price	$	1,352,836
Cash and cash equivalents	$	17,203
Trade receivable	91,840
Inventories	8,987
Prepaid expenses and other current assets	13,348
Rental equipment	1,142,987
Property, plant and equipment, net	153,175
Operating lease assets	92,054
Intangible assets	565,550
Other non-current assets	2,725
Total identifiable assets acquired	$	2,087,869
Accounts payable	(30,368)
Accrued liabilities	(31,355)
Accrued interest	(7,776)
Deferred revenue and customer deposits	(38,846)
Operating lease liabilities	(89,968)
Debt and finance lease liabilities	(898,519)
Deferred tax liabilities	(346,586)
Total liabilities assumed	(1,443,418)
Goodwill identified	$	708,385

Schedule of Unaudited Pro Forma Information

The tables below present unaudited pro forma consolidated statements of operations information for the three and nine months ended September 30, 2020 and 2019:


(in thousands)	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
WillScot revenues	$	417,315	$	929,998
Mobile Mini revenues	—		284,240
Pro forma revenues	$	417,315	$	1,214,238

WillScot Mobile Mini pretax loss (a)	$	(50,423)	$	(40,759)
Mobile Mini pretax income	—		37,875
Pro forma pretax loss	(50,423)		(2,884)
Pro forma adjustments to combined pretax income (loss):
Elimination of Merger transaction costs (b)	52,191		80,040
Impact of fair value mark-ups on rental fleet depreciation (c)	—		(2,334)
Other depreciation expense and intangible asset amortization (d)	—		(7,164)
Interest expense (e)	—		(6,113)
Elimination of Mobile Mini interest (f)	—		15,921
Elimination of loss on extinguishment of debt (g)	42,401		42,401
Pro forma pretax income	44,169		119,867
Income tax expense (h)	(6,296)		(26,495)
Pro forma net income	$	37,873	$	93,372


(a)			Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange (see Note 10)
(b)			Eliminates non-recurring Merger transaction costs incurred as a result of the Mobile Mini Merger.
(c)			Depreciation on rental equipment and property, plant and equipment were adjusted for the preliminary determination of the fair value of equipment acquired in the Mobile Mini Merger.
(d)			Represents the differential in other depreciation and amortization expense related to the provisional fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship estimated at $263 million over 13 years.
(e)			In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at 6.125%, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility. Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility. See Note 9 for definitions of terms.
(f)			Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated. See Note 9 for definition of terms.
(g)			Elimination of loss on extinguishment of debt in connection with the redemption premium on the 2022 Secured Notes and unamortized deferred financing costs on the 2022 Secured Notes and 2017 ABL Facility. See Note 9 for definitions of terms.
(h)			Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a U.S. federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses. In addition, eliminates the reversal of $54.6 million of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger. See Note 11.


(in thousands)	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
WillScot revenues	$	268,222	$	785,620
Mobile Mini revenues	155,325		458,709
Pro forma revenues	$	423,547	$	1,244,329

WillScot Mobile Mini pretax loss (a)	$	(223)	$	(22,492)
Mobile Mini pretax income	29,449		74,297
Pro forma pretax income	29,226		51,805
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups on rental fleet depreciation (b)	(1,167)		(3,500)
Other depreciation expense and intangible asset amortization (c)	(3,491)		(10,514)
Interest expense (d)	(49)		(1,164)
Elimination of Mobile Mini interest (e)	9,941		30,460
Pro forma pretax income	34,460		67,087
Income tax expense (f)	(6,989)		(21,453)
Pro forma net income	$	27,471	$	45,634


(a)			Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange (see Note 10)
(b)			Depreciation on rental equipment was adjusted for the fair value of rental equipment acquired in the Mobile Mini Merger.
(c)			Represents the differential in other depreciation and amortization expense related to the provisional fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship estimated at $263 million over 13 years.
(d)			In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at 6.125%, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility. Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility. See Note 9 for definitions of terms.
(e)			Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated. See Note 9 for definition of terms.
(f)			Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a U.S. federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses.

Revenue (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company had total revenue in the following geographic areas for the three and nine months ended September 30 as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019
US	$	368,285	$	245,115	$	841,227	$	714,669
Canada	24,098		19,183		57,083		58,782
Mexico	3,279		3,924		10,035		12,169
UK	21,653		—		21,653		—
Total revenues	$	417,315	$	268,222	$	929,998	$	785,620

The Company’s revenue by major product and service line for the three and nine months ended September 30 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019
Modular space leasing revenue	$	163,635	$	131,557	$	427,409	$	384,582
Portable storage leasing revenue	52,941		6,033		64,506		18,295
Tank and pump leasing revenue	14,112		—		14,112		—
VAPS and third party leasing revenues(a)	56,330		40,944		139,754		118,005
Other leasing-related revenue(b)	13,064		9,869		32,796		30,631
Leasing revenue	300,082		188,403		678,577		551,513
Delivery and installation revenue	84,694		61,008		187,404		166,974
Total leasing and services revenue	384,776		249,411		865,981		718,487
New unit sales revenue	19,360		11,338		38,736		37,686
Rental unit sales revenue	13,179		7,473		25,281		29,447
Total revenues	$	417,315	$	268,222	$	929,998	$	785,620

(b) Primarily damage billings, delinquent payment charges, and other processing fees.

Schedule of Accounts and Notes Receivable Allowances


(in thousands)	Nine Months Ended September 30, 2020		Year Ended December 31, 2019
Balance at beginning of year	$	15,828	$	9,340
Net charges to bad debt expense and revenue	22,184		14,496
Write-offs	(12,395)		(7,945)
Foreign currency translation and other	(1,431)		(63)
Balance at end of period	$	24,186	$	15,828

Leases (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Lessee, Operating Lease, Liability, Maturity

As of September 30, 2020, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands):


	Operating		Finance
2020 (remaining)	$	13,294	$	5,135
2021	57,440		18,139
2022	48,638		16,751
2023	39,636		13,300
2024	32,068		10,378
Thereafter	90,727		22,826
Total lease payments	281,803		86,529
Less: interest	(48,467)		(6,524)
Present value of lease liabilities	$	233,336	$	80,005

Finance Lease, Liability, Fiscal Year Maturity

As of September 30, 2020, the undiscounted future lease payments for operating and finance lease liabilities were as follows (in thousands):


	Operating		Finance
2020 (remaining)	$	13,294	$	5,135
2021	57,440		18,139
2022	48,638		16,751
2023	39,636		13,300
2024	32,068		10,378
Thereafter	90,727		22,826
Total lease payments	281,803		86,529
Less: interest	(48,467)		(6,524)
Present value of lease liabilities	$	233,336	$	80,005

Lease Activity

The Company’s lease activity during the nine months ended September 30, 2020 and 2019 was as follows:


	Nine Months Ended September 30,
Financial Statement Line (in thousands)	2020		2019
Finance Lease Expense
Amortization of finance lease assets	$	4,360	$	—
Interest on obligations under finance leases	512		—
Total finance lease expense	$	4,872	$	—

Operating Lease Expense
Fixed lease expense
Cost of leasing and services	$	4,444	$	5,151
Selling, general and administrative	29,682		25,423
Lease impairment expense and other related charges	2,103		1,770
Short-term lease expense
Cost of leasing and services	19,765		22,725
Selling, general and administrative	1,612		1,664
Lease impairment expense and other related charges	471		—
Variable lease expense
Cost of leasing and services	5,277		2,182
Selling, general and administrative	3,645		3,016
Lease impairment expense and other related charges	666		—
Total operating lease expense	$	67,665	$	61,931

Supplemental cash flow information related to leases for the nine months ended September 30, 2020 and 2019 was as follows:


	Nine Months Ended September 30,
Supplemental Cash Flow Information (in thousands)	2020		2019
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	35,065	$	29,598
Operating cash outflows from finance leases	$	491	$	—
Financing cash outflows from finance leases	$	3,434	$	—

Right of use assets obtained in exchange for lease obligations	$	26,727	$	20,782
Assets obtained in exchange for finance leases	$	6,322	$	—

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 September 30, 2020 and December 31, 2019 were as follows:


Lease Terms and Discount Rates	September 30, 2020		December 31, 2019
Weighted-average remaining lease term - operating leases	6.5 years		6.5 years
Weighted-average discount rate - operating leases	5.8	%	7.0	%
Weighted-average remaining lease term - finance leases	4.7 years		0.0 years
Weighted-average discount rate - finance leases	2.9	%	—	%

Inventories (Tables)

9 Months Ended

Sep. 30, 2020

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories at the respective balance sheet dates consisted of the following:


	September 30, 2020		December 31, 2019
Raw materials and supplies	$	21,573	$	15,387
Finished units	1,382		—
Inventories	$	22,955	$	15,387

Rental Equipment, net (Tables)

9 Months Ended

Sep. 30, 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)	September 30, 2020		December 31, 2019
Modular units	$	2,490,827	$	2,372,069
Portable storage	1,028,230		83,402
Tank and pump products	129,604		—
Value added products	134,910		121,855
Total rental equipment	3,783,571		2,577,326
Less: accumulated depreciation	(743,861)		(632,890)
Rental equipment, net	$	3,039,710	$	1,944,436

Goodwill (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill activity

Changes in the carrying amount of goodwill were as follows:


(in thousands)
Balance at December 31, 2018	$	247,017
Changes to preliminary purchase price accounting	(13,479)
Effects of movements in foreign exchange rates	1,639
Balance at December 31, 2019	235,177
Acquisition of Mobile Mini	708,385
Effects of movements in foreign exchange rates	(771)
Balance at September 30, 2020	$	942,791

Intangible (Tables)

9 Months Ended

Sep. 30, 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:


	September 30, 2020
(in thousands)	Remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
ModSpace trade name	0.9	$	3,000	$	(2,125)	$	875
Mobile Mini customer relationship	13	263,000		(5,058)		257,942
Technology	6	1,550		(64)		1,486
Indefinite-lived intangible assets:
Trade name - Mobile Mini		301,000		—		301,000
Trade name - WillScot		125,000		—		125,000
Total intangible assets other than goodwill		$	693,550	$	(7,247)	$	686,303


	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 name - WillScot		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:


	September 30, 2020
(in thousands)	Remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
ModSpace trade name	0.9	$	3,000	$	(2,125)	$	875
Mobile Mini customer relationship	13	263,000		(5,058)		257,942
Technology	6	1,550		(64)		1,486
Indefinite-lived intangible assets:
Trade name - Mobile Mini		301,000		—		301,000
Trade name - WillScot		125,000		—		125,000
Total intangible assets other than goodwill		$	693,550	$	(7,247)	$	686,303


	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 name - WillScot		125,000		—		125,000
Total intangible assets other than goodwill		$	128,000	$	(1,375)	$	126,625

Schedule of Future Amortization of Intangible Assets

Based on the carrying value at September 30, 2020, future amortization of intangible assets is expected to be as follows for the years ended December 31 (in thousands):


2020 (remaining)	$	5,372
2021	21,114
2022	20,489
2023	20,489
2024	20,489
Thereafter	172,350
Total	$	260,303

Debt (Tables)

9 Months Ended

Sep. 30, 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	September 30, 2020		December 31, 2019
2022 Secured Notes	7.875%	2022	$	—	$	264,576
2023 Secured Notes	6.875%	2023	—		482,768
2025 Secured Notes	6.125%	2025	636,450		—
ABL Facility	Varies	2025	1,307,295		885,245
2028 Secured Notes	4.625%	2028	491,329		—
Finance Leases	Varies	Varies	80,005		—
Total debt			2,515,079		1,632,589
Less: current portion of long-term debt			16,872		—
Total long-term debt			$	2,498,207	$	1,632,589

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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+ Details

Equity (Tables)

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the nine months ended September 30, 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)
Total other comprehensive income (loss) prior to reclassifications	7,982		(1,642)		6,340
Reclassifications to the statements of operations	—		2,617		2,617
Less other comprehensive income attributable to non-controlling interest	(730)		(88)		(818)
Impact of elimination of non-controlling interest on accumulated other comprehensive income	(1,299)		(1,673)		(2,972)
Balance at June 30, 2020	(66,260)		(18,547)		(84,807)
Total other comprehensive income prior to reclassifications	14,619		947		15,566
Reclassifications to the statements of operations	—		2,958		2,958
Balance at September 30, 2020	$	(51,641)	$	(14,642)	$	(66,283)


(in thousands)	Foreign currency translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2018	$	(62,608)	$	(5,418)	$	(68,026)
Total other comprehensive income (loss) prior to reclassifications	4,115		(2,636)		1,479
Reclassifications to the statements of operations	—		435		435
Less other comprehensive loss (income) attributable to non-controlling interest	(364)		198		(166)
Balance at March 31, 2019	(58,857)		(7,421)		(66,278)
Total other comprehensive income (loss) prior to reclassifications	4,321		(4,500)		(179)
Reclassifications to the statements of operations	—		613		613
Less other comprehensive loss (income) attributable to non-controlling interest	(397)		351		(46)
Balance at June 30, 2019	(54,933)		(10,957)		(65,890)
Total other comprehensive loss prior to reclassifications	(2,810)		(1,337)		(4,147)
Reclassifications to the statements of operations	—		837		837
Less other comprehensive loss (income) attributable to non-controlling interest	256		45		301
Balance at September 30, 2019	$	(57,487)	$	(11,412)	$	(68,899)

Fair Value Measures (Tables)

9 Months Ended

Sep. 30, 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 other financial liabilities, including their levels in the fair value hierarchy:


	September 30, 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
2022 Secured Notes	$	—	$	—	$	—	$	—	$	264,576	$	—	$	282,250	$	—
2023 Secured Notes	—		—		—		—		482,768		—		517,334		—
2025 Secured Notes	636,450		—		696,625		—		—		—		—		—
ABL Facilities	1,307,295		—		1,350,340		—		885,245		—		903,000		—
2028 Secured Notes	491,329		—		499,990		—		—		—		—		—
Total	$	2,435,074	$	—	$	2,546,955	$	—	$	1,632,589	$	—	$	1,702,584	$	—

Restructuring (Tables)

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Summary of Activities in the Restructuring Accruals

The following is a summary of the activity in the Company’s restructuring accruals for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended September 30,
	2020						2019
(in thousands)	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period - June 30	$	525	$	—	$	525	$	1,143	$	—	$	1,143
Reclassification of liability to operating lease asset at the adoption of ASC 842(a)	—		—		—		—		448		448
Charges	3,854		—		3,854		322		327		649
Cash payments	(2,432)		—		(2,432)		(544)		—		(544)
Foreign currency translation	2		—		2		(1)		2		1
Non-cash movements	133		—		133		(91)		(777)		(868)
Balance at end of period	$	2,082	$	—	$	2,082	$	829	$	—	$	829


	Nine Months Ended September 30,
	2020						2019
(in thousands)	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period - December 31	$	447	$	—	$	447	$	4,544	$	972	$	5,516
Reclassification of liability to operating lease asset at the adoption of ASC 842(a)	—		—		—		—		(967)		(967)
Charges	4,526		17		4,543		1,952		1,985		3,937
Cash payments	(3,027)		—		(3,027)		(5,476)		—		(5,476)
Foreign currency translation	3		—		3		28		2		30
Non-cash movements	133		(17)		116		(219)		(1,992)		(2,211)
Balance at end of period	$	2,082	$	—	$	2,082	$	829	$	—	$	829

Compensation Related Costs, Share Based Payments (Tables)

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Restricted Stock Awards

The following table summarizes the Company's RSA activity as of September 30, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance, December 31, 2019	52,755	$	14.69
Granted	65,959	11.75
Vested	(61,266)	14.28
Balance, September 30, 2020	57,448	$	11.75

Restricted Stock Units

The following table summarizes the Company's Time-Based RSU activity as of September 30, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance, December 31, 2019	1,065,305	$	12.78
Granted	632,864	14.37
Vested	(323,678)	12.93
Forfeited	(22,728)	13.45
Balance, September 30, 2020	1,351,763	$	13.48

The following table summarizes the Company's Performance-Based RSU award activity as of September 30, 2020:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance, December 31, 2019	288,281	$	13.22
Granted	325,256	16.35
Forfeited	(12,700)	14.70
Balance, September 30, 2020	600,837	$	14.88

Stock Option Awards

The following table summarizes the Company's stock option activity as of September 30, 2020:


	WillScot Options	Weighted-Average Exercise Price per Share		Converted Mobile Mini Options	Weighted-Average Exercise Price per Share
Outstanding options, December 31, 2019	534,188	$	13.60	—	$	—
Converted at Merger	—			7,361,516	13.52
Exercised	—			(259,708)	11.99
Outstanding options, September 30, 2020	534,188	$	13.60	7,101,808	13.58
Fully vested and exercisable options, September 30, 2020	267,094	$	13.60	7,101,808	$	13.58

Derivatives (Tables)

9 Months Ended

Sep. 30, 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	September 30, 2020		December 31, 2019
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	11,463	$	5,348
Interest rate swap	Other long-term liabilities	$	8,205	$	8,943

Schedule of Impact of Interest Rate Swap on Other Comprehensive Income, AOCI and Statement of Operations


(in thousands)	2020		2019
Loss recognized in OCI	$	(5,061)	$	(8,604)
Location of loss recognized in income	Interest expense		Interest expense
Loss reclassified from AOCI into income (effective portion)	$	(7,147)	$	(2,018)

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment


	Three Months Ended September 30, 2020
(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	192,243	$	77,041	$	15,399	$	15,399			$	300,082
Delivery and installation	52,144		20,868		4,744		6,938				84,694
Sales revenue:
New units	14,024		3,783		1,011		542				19,360
Rental units	9,456		2,801		499		423				13,179
Total revenues	267,867		104,493		21,653		23,302				417,315

Costs:
Cost of leasing and services:
Leasing	49,516		9,260		3,382		2,630				64,788
Delivery and installation	44,465		13,120		3,240		5,529				66,354
Cost of sales:
New units	9,484		2,351		726		374				12,935
Rental units	6,356		1,930		466		85				8,837
Depreciation of rental equipment	45,967		4,448		1,168		3,254				54,837
Gross profit	$	112,079	$	73,384	$	12,671	$	11,430			$	209,564
Other selected data:
Adjusted EBITDA	$	100,281	$	46,465	$	8,306	$	8,507	$	—	$	163,559
Selling, general and administrative expense (a)	$	58,935	$	31,368	$	5,533	$	6,177	$	62,257	$	164,270
Purchases of rental equipment and refurbishments	$	34,249	$	7,234	$	677	$	431	$	—	$	42,591

(a) Includes both SG&A and Merger transaction costs from the condensed consolidated statement of operations.


	Three Months Ended September 30, 2019
(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	188,403	$	—	$	—	$	—			$	188,403
Delivery and installation	61,008		—		—		—				61,008
Sales revenue:
New units	11,338		—		—		—				11,338
Rental units	7,473		—		—		—				7,473
Total revenues	268,222		—		—		—				268,222

Costs:
Cost of leasing and services:
Leasing	58,168		—		—		—				58,168
Delivery and installation	54,364		—		—		—				54,364
Cost of sales:
New units	7,421		—		—		—				7,421
Rental units	5,092		—		—		—				5,092
Depreciation of rental equipment	43,869		—		—		—				43,869
Gross profit	$	99,308	$	—	$	—	$	—			$	99,308
Other selected data:
Adjusted EBITDA	$	87,424	$	—	$	—	$	—	$	—	$	87,424
Selling, general and administrative expense	$	56,120	$	—	$	—	$	—	$	8,872	$	64,992
Purchases of rental equipment and refurbishments	$	47,789	$	—	$	—	$	—	$	—	$	47,789


	Nine Months Ended September 30, 2020
(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues:
Leasing and services revenue:
Leasing	$	570,738	$	77,041	$	15,399	$	15,399			$	678,577
Delivery and installation	154,854		20,868		4,744		6,938				187,404
Sales revenue:
New units	33,400		3,783		1,011		542				38,736
Rental units	21,558		2,801		499		423				25,281
Total revenues	780,550		104,493		21,653		23,302				929,998

Costs:
Cost of leasing and services:
Leasing	147,072		9,260		3,382		2,630				162,344
Delivery and installation	131,853		13,120		3,240		5,529				153,742
Cost of sales:
New units	22,018		2,351		726		374				25,469
Rental units	13,965		1,930		466		85				16,446
Depreciation of rental equipment	137,409		4,448		1,168		3,254				146,279
Gross profit	$	328,233	$	73,384	$	12,671	$	11,430			$	425,718
Other selected data:
Adjusted EBITDA	$	287,345	$	46,465	$	8,306	$	8,507	$	—	$	350,623
Selling, general and administrative expense (a)	$	180,791	$	31,368	$	5,533	$	6,177	$	80,641	$	304,510
Purchase of rental equipment and refurbishments	$	113,931	$	7,234	$	677	$	431	$	—	$	122,273

(a) Includes both SG&A and Merger transaction costs from the condensed consolidated statement of operations.


	Nine Months Ended September 30, 2019
(in thousands)	NA Modular		NA Storage		UK Storage		Tank and Pump		Unallocated Costs		Total
Revenues
Leasing and services revenue:
Leasing	$	551,513	$	—	$	—	$	—			$	551,513
Delivery and installation	166,974		—		—		—				166,974
Sales:
New units	37,686		—		—		—				37,686
Rental units	29,447		—		—		—				29,447
Total Revenues	785,620		—		—		—				785,620

Costs
Cost of leasing and services:
Leasing	160,476		—		—		—				160,476
Delivery and installation	146,175		—		—		—				146,175
Cost of sales:
New units	26,298		—		—		—				26,298
Rental units	19,608		—		—		—				19,608
Depreciation of rental equipment	128,940		—		—		—				128,940
Gross profit	$	304,123	$	—	$	—	$	—			$	304,123
Other selected data:
Adjusted EBITDA	$	258,332	$	—	$	—	$	—	$	—	$	258,332
Selling, general and administrative expense	$	177,912	$	—	$	—	$	—	$	30,784	$	208,696
Purchase of rental equipment and refurbishments	$	160,877	$	—	$	—	$	—	$	—	$	160,877

Reconciliation of Assets from Segment to Consolidated

The following tables present a reconciliation of the Company’s income (loss) from operations to Adjusted EBITDA for the three and nine months ended September 30, 2020 and 2019, respectively:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2020		2019		2020		2019
Net income (loss)	$	16,252	$	997	$	25,411	$	(20,470)
Loss on extinguishment of debt	42,401		—		42,401		7,244
Income tax benefit	(66,675)		(1,220)		(66,170)		(2,022)
Interest expense	33,034		30,005		89,810		92,788
Depreciation and amortization	71,704		47,358		169,103		138,162
Currency losses (gains), net	(371)		234		147		(436)
Goodwill and other impairments	—		—		—		2,638
Restructuring costs, lease impairment expense and other related charges	4,798		1,863		8,542		9,756
Merger transaction costs	52,191		—		63,241		—
Integration costs	7,083		5,483		10,921		23,863
Stock compensation expense	2,944		1,812		6,958		5,002
Other	198		892		259		1,807
Adjusted EBITDA	$	163,559	$	87,424	$	350,623	$	258,332

Related Parties (Tables)

9 Months Ended

Sep. 30, 2020

Related party balances included in the Company’s consolidated balance sheets at September 30, 2020 and December 31, 2019, consisted of the following:


(in thousands)	Financial statement line Item	September 30, 2020		December 31, 2019
Receivables due from affiliates	Trade receivables, net of allowances for credit losses	$	19	$	26
Amounts due to affiliates	Accrued liabilities	(1,715)		(883)
Total related party liabilities, net		$	(1,696)	$	(857)


		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Financial statement line item	2020		2019		2020		2019
Leasing revenue from related parties	Leasing revenue	$	504	$	81	$	1,330	$	232
Consulting expense to related party	Selling, general & administrative expense	(1,738)		(345)		(4,733)		(847)
Total related party expense, net		$	(1,234)	$	(264)	$	(3,403)	$	(615)

Summary of Significant Accounting Policies Narrative (Details)	Jul. 01, 2020 $ / shares	Sep. 30, 2020 $ / shares	Jun. 30, 2020 $ / shares	Dec. 31, 2019 $ / shares
Business Acquisition [Line Items]
Common stock par value (in USD per share)	$ 0.0001	$ 0.0001
Mobile Mini, Inc.
Business Acquisition [Line Items]
Number of shares exchanged (in shares)	2.405
Class A Common Stock
Business Acquisition [Line Items]
Common stock par value (in USD per share)			$ 0.0001	$ 0.0001
Mobile Mini, Inc.
Business Acquisition [Line Items]
Common stock par value (in USD per share)	$ 0.01

Acquisitions (Details)		3 Months Ended		9 Months Ended
Acquisitions (Details)	Jul. 01, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)
Business Acquisition [Line Items]
Common stock par value (in USD per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock issued (in shares) \| shares	7,361,516
Merger transaction costs		$ 52,191,000	$ 0	$ 63,241,000	$ 0
Integration costs		7,083,000	$ 5,483,000	10,921,000	$ 23,863,000
Mobile Mini, Inc.
Business Acquisition [Line Items]
Common stock par value (in USD per share) \| $ / shares	$ 0.01
Mobile Mini, Inc.
Business Acquisition [Line Items]
Number of shares exchanged (in shares)	2.405
Common stock issued (in shares) \| shares	106,426,721
Value of shares converted from acquiree's shares (in USD per share) \| $ / shares	$ 12,530
Non-cash investing outflow	$ 1,352,836
Non-cash financing inflow activity	$ 1,352,836
Revenue since acquisition date		149,400,000		149,400,000
Merger transaction costs		52,200,000		63,200,000
Integration costs		$ 7,100,000		$ 9,400,000

Acquisitions - Schedule of Consideration Transferred and Purchase Price Allocation (Details) $ / shares in Units, $ in Thousands	Jul. 01, 2020 USD ($) $ / shares shares	Sep. 30, 2020 shares
Business Acquisition [Line Items]
Mobile Mini Common Stock outstanding (in shares)		227,980,928
Common stock issued (in shares)	7,361,516
Mobile Mini, Inc.
Business Acquisition [Line Items]
Mobile Mini Common Stock outstanding (in shares)	44,252,275
Mobile Mini, Inc.
Business Acquisition [Line Items]
Number of shares exchanged (in shares)	2.405
Common stock issued (in shares)	106,426,721
Common Stock per share price as of July 1, 2020 (in USD per share) \| $ / shares	$ 12,530
Cash paid for fractional shares \| $	$ 30
Total purchase price \| $	$ 1,352,836
Mobile Mini, Inc. \| Common Stock
Business Acquisition [Line Items]
Common stock issued (in shares)	106,426,721
Common Stock per share price as of July 1, 2020 (in USD per share) \| $ / shares	$ 12,530
Fair value of shares issued and converted \| $	$ 1,333,527
Mobile Mini, Inc. \| Stock Option Awards
Business Acquisition [Line Items]
Common stock issued (in shares)	7,361,516
Fair value of shares issued and converted \| $	$ 19,279

Acquisitions - Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands	Jul. 01, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill		$ 942,791	$ 235,177	$ 247,017
Mobile Mini, Inc.
Business Acquisition [Line Items]
Total purchase price	$ 1,352,836
Cash and cash equivalents	17,203
Trade receivable	91,840
Inventories	8,987
Prepaid expenses and other current assets	13,348
Rental equipment	1,142,987
Property, plant and equipment, net	153,175
Operating lease assets	92,054
Intangible assets	565,550
Other non-current assets	2,725
Total identifiable assets acquired	2,087,869
Accounts payable	(30,368)
Accrued liabilities	(31,355)
Accrued interest	(7,776)
Deferred revenue and customer deposits	(38,846)
Operating lease liabilities	(89,968)
Debt and finance lease liabilities	(898,519)
Deferred tax liabilities	(346,586)
Total liabilities assumed	(1,443,418)
Goodwill	$ 708,385

Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jul. 01, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 15, 2020
Business Acquisition [Line Items]
Revenues		$ 417,315	$ 268,222	$ 929,998	$ 785,620
Income (loss) from operations before income tax		(50,423)	(223)	(40,759)	(22,492)
Income tax benefit due to reversal of valuation allowance		$ 54,600		$ 54,600
2025 Secured Notes \| Senior Notes
Business Acquisition [Line Items]
Interest rate		6.125%		6.125%		6.125%
Revolving Credit Facility \| ABL Facilities \| Line of Credit
Business Acquisition [Line Items]
Debt drawn	$ 1,470,000
Estimated interest rate	2.046%
Mobile Mini, Inc.
Business Acquisition [Line Items]
Revenues		$ 0	155,325	$ 284,240	458,709
Mobile Mini, Inc.
Business Acquisition [Line Items]
Pro forma revenues		417,315	423,547	1,214,238	1,244,329
Income (loss) from operations before income tax		44,169	34,460	119,867	67,087
Pro forma pretax loss		(50,423)	29,226	(2,884)	51,805
Income tax expense		(6,296)	(6,989)	(26,495)	(21,453)
Pro forma net income		37,873	27,471	93,372	45,634
Intangible assets	$ 565,550
Mobile Mini, Inc. \| Mobile Mini customer relationship
Business Acquisition [Line Items]
Intangible assets	$ 263,000
Intangible assets, weighted average life	13 years
Mobile Mini, Inc. \| Elimination of transaction costs
Business Acquisition [Line Items]
Income (loss) from operations before income tax		52,191		80,040
Mobile Mini, Inc. \| Impact of fair value mark-ups on rental fleet/depreciation
Business Acquisition [Line Items]
Income (loss) from operations before income tax		0	(1,167)	(2,334)	(3,500)
Mobile Mini, Inc. \| Other depreciation expense and intangible asset amortization
Business Acquisition [Line Items]
Income (loss) from operations before income tax		0	(3,491)	(7,164)	(10,514)
Mobile Mini, Inc. \| Interest expense
Business Acquisition [Line Items]
Income (loss) from operations before income tax		0	(49)	(6,113)	(1,164)
Mobile Mini, Inc. \| Elimination of Mobile Mini interest
Business Acquisition [Line Items]
Income (loss) from operations before income tax		0	9,941	15,921	30,460
Mobile Mini, Inc. \| Elimination of loss on extinguisment of debt
Business Acquisition [Line Items]
Income (loss) from operations before income tax		42,401		42,401
Mobile Mini, Inc. \| Mobile Mini, Inc.
Business Acquisition [Line Items]
Income (loss) from operations before income tax		$ 0	$ 29,449	$ 37,875	$ 74,297

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 417,315	$ 268,222	$ 929,998	$ 785,620
Modular space leasing revenue
Disaggregation of Revenue [Line Items]
Total revenues	163,635	131,557	427,409	384,582
Portable storage leasing revenue
Disaggregation of Revenue [Line Items]
Total revenues	52,941	6,033	64,506	18,295
Tank and pump leasing revenue
Disaggregation of Revenue [Line Items]
Total revenues	14,112	0	14,112	0
VAPS and third party leasing revenues
Disaggregation of Revenue [Line Items]
Total revenues	56,330	40,944	139,754	118,005
Other leasing-related revenue
Disaggregation of Revenue [Line Items]
Total revenues	13,064	9,869	32,796	30,631
Leasing revenue
Disaggregation of Revenue [Line Items]
Total revenues	300,082	188,403	678,577	551,513
Delivery and installation revenue
Disaggregation of Revenue [Line Items]
Total revenues	84,694	61,008	187,404	166,974
Total leasing and services revenue
Disaggregation of Revenue [Line Items]
Total revenues	384,776	249,411	865,981	718,487
New units
Disaggregation of Revenue [Line Items]
Total revenues	19,360	11,338	38,736	37,686
Rental units
Disaggregation of Revenue [Line Items]
Total revenues	13,179	7,473	25,281	29,447
VAPS service
Disaggregation of Revenue [Line Items]
Total revenues	5,600	4,000	13,900	11,900
US
Disaggregation of Revenue [Line Items]
Total revenues	368,285	245,115	841,227	714,669
Canada
Disaggregation of Revenue [Line Items]
Total revenues	24,098	19,183	57,083	58,782
Mexico
Disaggregation of Revenue [Line Items]
Total revenues	3,279	3,924	10,035	12,169
UK
Disaggregation of Revenue [Line Items]
Total revenues	$ 21,653	$ 0	$ 21,653	$ 0

Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Deferred revenue for removal services for lease transactions and advance billings for sale transactions	$ 72.4	$ 72.4		$ 42.6
Recognition of previously deferred revenue for removal services for lease transactions and advance billings for sale transactions	$ 19.8
Trade receivables, net of allowances for credit losses \| Credit Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage		6.10%
Modular Leasing \| Revenues \| Revenue Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage		71.00%	69.00%

Revenue - Rollforward of Accounts and Notes Receivable, Allowance (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 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	22,184	14,496
Write-offs	(12,395)	(7,945)
Foreign currency translation and other	(1,431)	(63)
Balance at end of period	$ 24,186	$ 15,828

Leases - Lease Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Operating
2020 (remaining)	$ 13,294
2021	57,440
2022	48,638
2023	39,636
2024	32,068
Thereafter	90,727
Total lease payments	281,803
Less: interest	(48,467)
Present value of lease liabilities	233,336
Finance
2020 (remaining)	5,135
2021	18,139
2022	16,751
2023	13,300
2024	10,378
Thereafter	22,826
Total lease payments	86,529
Less: interest	(6,524)
Present value of lease liabilities	$ 80,005	$ 0

Leases - Lease Cost (Details) - USD ($) $ in Thousands	9 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019
Finance Lease Expense
Amortization of finance lease assets	$ 4,360	$ 0
Interest on obligations under finance leases	512	0
Total finance lease expense	4,872	0
Operating Lease Expense
Total operating lease expense	67,665	61,931
Cost of leasing and services
Operating Lease Expense
Fixed lease expense	4,444	5,151
Short-term lease expense	19,765	22,725
Variable lease expense	5,277	2,182
Selling, general and administrative
Operating Lease Expense
Fixed lease expense	29,682	25,423
Short-term lease expense	1,612	1,664
Variable lease expense	3,645	3,016
Lease impairment expense and other related charges
Operating Lease Expense
Fixed lease expense	2,103	1,770
Short-term lease expense	471	0
Variable lease expense	$ 666	$ 0

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Lease impairment expense and other related charges	$ 944	$ 1,214	$ 3,999	$ 5,819
Impairment charges and loss on lease exit			800
Closed location rent expense			$ 3,300	1,700
ROU asset impairment				2,400
Loss on lease exit				$ 1,700

Leases - Supplemental Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Operating cash outflows from operating leases	$ 35,065	$ 29,598
Operating cash outflows from finance leases	491	0
Financing cash outflows from finance leases	3,434	0
Right of use assets obtained in exchange for lease obligations	26,727	20,782
Assets obtained in exchange for finance leases	$ 6,322	$ 0

Leases - Lease Terms and Discount Rates (Details)	Sep. 30, 2020	Dec. 31, 2019
Leases [Abstract]
Weighted-average remaining lease term - operating leases	6 years 6 months	6 years 6 months
Weighted-average discount rate - operating leases	5.80%	7.00%
Weighted-average remaining lease term - finance leases	4 years 8 months 12 days	0 years
Weighted-average discount rate - finance leases	2.90%	0.00%

Inventories - Schedule of Mobile Mini Inventory (Details) - Mobile Mini, Inc. - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Inventory [Line Items]
Raw materials and supplies	$ 21,573	$ 15,387
Finished units	1,382	0
Inventories	$ 22,955	$ 15,387

Rental Equipment, net (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Modular units
Property, Plant and Equipment [Line Items]
Total rental equipment	$ 2,490,827	$ 2,372,069
Portable storage
Property, Plant and Equipment [Line Items]
Total rental equipment	1,028,230	83,402
Tank and pump products
Property, Plant and Equipment [Line Items]
Total rental equipment	129,604	0
Value added products
Property, Plant and Equipment [Line Items]
Total rental equipment	134,910	121,855
Rental equipment, net
Property, Plant and Equipment [Line Items]
Total rental equipment	3,783,571	2,577,326
Less: accumulated depreciation	(743,861)	(632,890)
Rental equipment, net	$ 3,039,710	$ 1,944,436

Goodwill - Goodwill Activity (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
Goodwill - Goodwill Activity (Details) - USD ($)	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2019	Jul. 01, 2020
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 235,177,000	$ 235,177,000	$ 247,017,000
Acquisition of Mobile Mini		708,385,000
Changes to preliminary purchase price accounting	(13,479,000)
Effects of movements in foreign exchange rates	1,639,000	(771,000)
Goodwill, end of period		942,791,000	235,177,000
Goodwill [Line Items]
Goodwill	$ 235,177,000	235,177,000	247,017,000
Goodwill impairment loss		$ 0	$ 0
Mobile Mini, Inc.
Goodwill [Line Items]
Goodwill				$ 708,385,000

Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Intangible assets subject to amortization:
Accumulated amortization		$ (7,247)	$ (1,375)
Net book value		260,303
Indefinite-lived intangible assets:
Gross carrying amount		693,550	128,000
Net book value		$ 686,303	126,625
ModSpace trade name
Intangible assets subject to amortization:
Remaining life (in years)	1 year 8 months 12 days	10 months 24 days
Gross carrying amount		$ 3,000	3,000
Accumulated amortization		(2,125)	(1,375)
Net book value		$ 875	1,625
Mobile Mini customer relationship
Intangible assets subject to amortization:
Remaining life (in years)		13 years
Gross carrying amount		$ 263,000
Accumulated amortization		(5,058)
Net book value		$ 257,942
Technology
Intangible assets subject to amortization:
Remaining life (in years)		6 years
Gross carrying amount		$ 1,550
Accumulated amortization		(64)
Net book value		1,486
Trade name - Mobile Mini
Indefinite-lived intangible assets:
Indefinite-lived intangible assets		301,000
Trade name - WillScot
Indefinite-lived intangible assets:
Indefinite-lived intangible assets		$ 125,000	$ 125,000

Intangibles - Future Amortization (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2020 (remaining)	$ 5,372
2021	21,114
2022	20,489
2023	20,489
2024	20,489
Thereafter	172,350
Net book value	$ 260,303

Intangibles - Narrative (Details) - Mobile Mini, Inc. $ in Millions	Jul. 01, 2020 USD ($)
Finite-Lived Intangible Assets [Line Items]
Intangible assets, indefinite-lived	$ 301.0
Intangible assets, finite-lived	$ 259.4

Debt - Carrying Value of Debt Outstanding (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Aug. 25, 2020	Jun. 15, 2020	Dec. 31, 2019	May 14, 2019	Nov. 29, 2017
Debt Instrument [Line Items]
Present value of lease liabilities	$ 80,005			$ 0
Total debt	2,515,079			1,632,589
Less: current portion of long-term debt	(16,872)			0
Total long-term debt	$ 2,498,207			1,632,589
Senior Notes \| 2022 Secured Notes
Debt Instrument [Line Items]
Interest rate	7.875%					7.875%
Long-term debt	$ 0			264,576
Senior Notes \| 2023 Secured Notes
Debt Instrument [Line Items]
Interest rate	6.875%				6.875%
Long-term debt	$ 0			482,768
Senior Notes \| 2025 Secured Notes
Debt Instrument [Line Items]
Interest rate	6.125%		6.125%
Long-term debt	$ 636,450			0
Senior Notes \| 2028 Secured Notes
Debt Instrument [Line Items]
Interest rate	4.625%	4.625%
Long-term debt	$ 491,329			0
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	$ 1,307,295			$ 885,245

Debt - Additional Information (Details) - USD ($)				2 Months Ended	3 Months Ended		9 Months Ended
Debt - Additional Information (Details) - USD ($)	Aug. 25, 2020	Aug. 11, 2020	Jul. 01, 2020	Aug. 01, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020	Jun. 15, 2020	Dec. 31, 2019	May 14, 2019	Nov. 29, 2017
Debt Instrument [Line Items]
Loss on extinguishment of debt					$ 42,401,000	$ 0	$ 42,401,000	$ 7,244,000
Senior Notes \| 2022 Secured Notes
Debt Instrument [Line Items]
Debt, face amount													$ 270,000,000.0
Write-off of unamortized deferred financing fees					$ 4,600,000
Interest rate					7.875%		7.875%						7.875%
Early redemption premium					$ 10,600,000
Loss on extinguishment of debt					$ 15,200,000
Senior Notes \| 2023 Secured Notes
Debt Instrument [Line Items]
Repayments of debt	$ 441,000,000.0	$ 49,000,000.0
Debt, face amount												$ 490,000,000.0
Write-off of unamortized deferred financing fees	6,100,000
Interest rate					6.875%		6.875%					6.875%
Early redemption premium	16,600,000
Loss on extinguishment of debt	$ 22,700,000
Percentage of principal amount redeemed		10.00%
Redemption premium	103.438%	103.00%
Senior Notes \| 2025 Secured Notes
Debt Instrument [Line Items]
Unamortized debt issuance costs			$ 14,300,000		$ 13,600,000		$ 13,600,000
Debt, face amount										$ 650,000,000.0
Interest rate					6.125%		6.125%			6.125%
Interest due				$ 5,100,000
Senior Notes \| 2028 Secured Notes
Debt Instrument [Line Items]
Unamortized debt issuance costs					$ 8,700,000		$ 8,700,000
Debt, face amount	$ 500,000,000.0
Interest rate	4.625%				4.625%		4.625%
Senior Notes \| 5.875% Senior Notes \| Mobile Mini, Inc.
Debt Instrument [Line Items]
Debt, face amount									$ 250,000,000.0
Interest rate									5.875%
Revolving Credit Facility \| Line of Credit \| Mobile Mini, Inc.
Debt Instrument [Line Items]
Maximum aggregate availability									$ 1,000,000,000
Outstanding principal									$ 563,200,000
Revolving Credit Facility \| Line of Credit \| 2017 ABL Facility
Debt Instrument [Line Items]
Maximum aggregate availability													$ 1,425,000,000
Accordion feature													375,000,000.0
Repayments of debt			1,470,000,000
Letters of credit amount outstanding											$ 10,400,000
Unamortized debt issuance costs											17,800,000
Write-off of unamortized deferred financing fees			4,400,000
Revolving Credit Facility \| Line of Credit \| 2017 ABL Facility - US Facility
Debt Instrument [Line Items]
Maximum aggregate availability													1,285,000,000
Revolving Credit Facility \| Line of Credit \| 2017 ABL Facility - Canadian ABL Facility
Debt Instrument [Line Items]
Maximum aggregate availability													$ 140,000,000.0
Revolving Credit Facility \| Line of Credit \| ABL Facilities
Debt Instrument [Line Items]
Maximum aggregate availability			$ 2,400,000,000		$ 2,400,000,000		$ 2,400,000,000
Available borrowing capacity					$ 1,040,000,000.00		$ 1,040,000,000.00				$ 509,100,000
Weighted average interest rate for borrowings					2.05%		2.05%
Letters of credit amount outstanding					$ 12,800,000		$ 12,800,000
Unamortized debt issuance costs					$ 43,000,000.0		$ 43,000,000.0
Revolving Credit Facility \| Line of Credit \| ABL Facilities \| Interest Rate Swap
Debt Instrument [Line Items]
Weighted average interest rate for borrowings after interest rate derivatives					2.91%		2.91%
Revolving Credit Facility \| Line of Credit \| ABL Facilities \| LIBOR \| United States of America, Dollars
Debt Instrument [Line Items]
Basis spread on variable rate			1.875%
Revolving Credit Facility \| Line of Credit \| ABL Facilities \| LIBOR \| Euro Member Countries, Euro
Debt Instrument [Line Items]
Basis spread on variable rate			1.875%
Revolving Credit Facility \| Line of Credit \| ABL Facilities \| LIBOR \| United Kingdom, Pounds
Debt Instrument [Line Items]
Basis spread on variable rate			1.875%
Revolving Credit Facility \| Line of Credit \| ABL Facilities \| Base Rate \| United States of America, Dollars
Debt Instrument [Line Items]
Basis spread on variable rate			0.875%
Revolving Credit Facility \| Line of Credit \| ABL Facilities \| BA Rate \| Canada, Dollars
Debt Instrument [Line Items]
Basis spread on variable rate			1.875%
Revolving Credit Facility \| Line of Credit \| ABL Facilities \| Prime Rate \| Canada, Dollars
Debt Instrument [Line Items]
Basis spread on variable rate			0.875%
Revolving Credit Facility \| Line of Credit \| 2020 ABL Facility - US Facility
Debt Instrument [Line Items]
Maximum aggregate availability			$ 2,000,000,000
Available borrowing capacity					$ 636,900,000		$ 636,900,000
Revolving Credit Facility \| Line of Credit \| 2020 ABL Facility - Multicurrency Facility
Debt Instrument [Line Items]
Maximum aggregate availability			$ 400,000,000
Available borrowing capacity					$ 400,000,000.0		$ 400,000,000.0
Letter of Credit \| Line of Credit \| 2017 ABL Facility
Debt Instrument [Line Items]
Fee for letter of credit							2.00%

Equity - Narrative (Details) - USD ($)				1 Months Ended		3 Months Ended						9 Months Ended
Equity - Narrative (Details) - USD ($)	Jul. 01, 2020	Jun. 30, 2020	Feb. 27, 2020	Feb. 24, 2020	Jan. 24, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Aug. 07, 2020	Dec. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Common stock par value (in USD per share)	$ 0.0001					$ 0.0001						$ 0.0001
Shares issued for each share converted (in shares)		1.3261
Shares issued for conversion (in shares)		10,641,182
Shares issued for conversion							$ 0
Shares issued during period (in shares)												12,735,352
Authorized share repurchase program														$ 250,000,000
Shares repurchased (in shares)						0
Number of shares which can be exchanged per warrant (in shares)						1						1
Reclassifications to consolidated statement of operations						$ (2,958,000)	(2,617,000)	$ (1,572,000)	$ (837,000)	$ (613,000)	$ (435,000)
Interest Rate Swap \| Interest expense, net
Subsidiary, Sale of Stock [Line Items]
Reclassifications to consolidated statement of operations												$ (7,100,000)	$ (2,000,000.0)
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants exercised (in shares)			38,509	5,836,048	796,610
Proceeds from warrant exercises					$ 4,600,000
Common stock issued in warrant exercises and redemptions (in shares)				1,097,162	398,305
Warrant redemption price (in USD per share)			$ 0.01
2018 Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price (in USD per share)						$ 15.50						$ 15.50
Warrants outstanding (in shares)						9,782,106						9,782,106
2015 Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price (in USD per share)						$ 5.75						$ 5.75
Warrants outstanding (in shares)						17,561,700						17,561,700
Number of shares which can be exchanged per warrant (in shares)						0.5						0.5
Mobile Mini, Inc.
Subsidiary, Sale of Stock [Line Items]
Shares issued for merger (in shares)	106,426,721
Non-Controlling Interest
Subsidiary, Sale of Stock [Line Items]
Shares issued for conversion		$ (63,900,000)					(63,918,000)
Additional Paid-in-Capital
Subsidiary, Sale of Stock [Line Items]
Shares issued for conversion		66,900,000					66,890,000
Accumulated Other Comprehensive Loss
Subsidiary, Sale of Stock [Line Items]
Shares issued for conversion		$ (3,000,000.0)					(2,972,000)
Unrealized losses on hedging activities
Subsidiary, Sale of Stock [Line Items]
Reclassifications to consolidated statement of operations						$ (2,958,000)	$ (2,617,000)	$ (1,572,000)	$ (837,000)	$ (613,000)	$ (435,000)
Unrealized losses on hedging activities \| Interest Rate Swap
Subsidiary, Sale of Stock [Line Items]
Reclassifications to consolidated statement of operations, tax expense (benefit)						$ 1,200,000						$ 1,200,000	$ (100,000)
Class B Common Stock
Subsidiary, Sale of Stock [Line Items]
Common stock par value (in USD per share)		$ 0.0001					$ 0.0001								$ 0.0001
WS Holdings
Subsidiary, Sale of Stock [Line Items]
Common stock par value (in USD per share)		$ 0.0001					$ 0.0001

Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 705,090	$ 681,073	$ 708,955	$ 691,186	$ 700,289	$ 702,197	$ 708,955	$ 702,197
Total other comprehensive income (loss) prior to reclassifications	15,566	6,340	(31,474)	(4,147)	(179)	1,479
Reclassifications to the statements of operations	2,958	2,617	1,572	837	613	435
Less other comprehensive loss (income) attributable to non-controlling interest		(818)	2,703	301	(46)	(166)
Impact of elimination of non-controlling interest on accumulated other comprehensive income		(2,972)
Ending Balance	2,094,505	705,090	681,073	690,879	691,186	700,289	2,094,505	690,879
Foreign currency translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(66,260)	(72,213)	(52,982)	(54,933)	(58,857)	(62,608)	(52,982)	(62,608)
Total other comprehensive income (loss) prior to reclassifications	14,619	7,982	(21,144)	(2,810)	4,321	4,115
Reclassifications to the statements of operations	0	0	0	0	0	0
Less other comprehensive loss (income) attributable to non-controlling interest		(730)	1,913	256	(397)	(364)
Impact of elimination of non-controlling interest on accumulated other comprehensive income		(1,299)
Ending Balance	(51,641)	(66,260)	(72,213)	(57,487)	(54,933)	(58,857)	(51,641)	(57,487)
Unrealized losses on hedging activities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(18,547)	(17,761)	(9,793)	(10,957)	(7,421)	(5,418)	(9,793)	(5,418)
Total other comprehensive income (loss) prior to reclassifications	947	(1,642)	(10,330)	(1,337)	(4,500)	(2,636)
Reclassifications to the statements of operations	2,958	2,617	1,572	837	613	435
Less other comprehensive loss (income) attributable to non-controlling interest		(88)	790	45	351	198
Impact of elimination of non-controlling interest on accumulated other comprehensive income		(1,673)
Ending Balance	(14,642)	(18,547)	(17,761)	(11,412)	(10,957)	(7,421)	(14,642)	(11,412)
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(84,807)	(89,974)	(62,775)	(65,890)	(66,278)	(68,026)	(62,775)	(68,026)
Ending Balance	$ (66,283)	$ (84,807)	$ (89,974)	$ (68,899)	$ (65,890)	$ (66,278)	$ (66,283)	$ (68,899)

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 45
-Paragraph 24
-URI http://asc.fasb.org/extlink&oid=115929471&loc=d3e21930-107793

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 45
-Paragraph 23
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=115929471&loc=d3e21914-107793

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (f)(2)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income tax benefit	$ 66,675	$ 1,220	$ 66,170	$ 2,022
Effective tax rate	132.20%	541.70%	162.30%	9.00%
Income tax benefit due to reversal of valuation allowance	$ 54,600		$ 54,600
Income tax benefit due to reduction of reserves for uncertain tax positions	9,500		9,500
Income tax expense due to enacted law change	3,000		3,000
Deferred tax assets, valuation allowance	80,200		80,200
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	1,026,000		1,026,000
State
Operating Loss Carryforwards [Line Items]
Net operating losses	708,200		708,200
Foreign
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 20,700		$ 20,700

Fair Value Measures (Details) $ in Thousands	Jul. 01, 2020 USD ($) shares	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Common stock issued (in shares) \| shares	7,361,516
Mobile Mini, Inc.
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Common stock issued (in shares) \| shares	106,426,721
Number of shares exchanged (in shares)	2.405
Mobile Mini, Inc. \| Volatility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of shares issued and converted, measurement input		0.5192
Mobile Mini, Inc. \| Risk Free Interest Rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of shares issued and converted, measurement input		0.0017
Mobile Mini, Inc. \| Dividend Yield
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of shares issued and converted, measurement input		0
Mobile Mini, Inc. \| Expected Life
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of shares issued and converted, measurement input		2
Mobile Mini, Inc. \| Stock Option Awards
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Common stock issued (in shares) \| shares	7,361,516
Fair value of shares issued and converted	$ 19,279
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total		$ 2,435,074	$ 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		2,546,955	1,702,584
Fair Value \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total		0	0
2022 Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		0	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		0	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 \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		0	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		0	517,334
2023 Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		0	0
2025 Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		636,450	0
2025 Secured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		0	0
2025 Secured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		696,625	0
2025 Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		0	0
ABL Facilities \| Carrying Amount \| Line of Credit \| Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		1,307,295	885,245
ABL Facilities \| Fair Value \| Level 1 \| Line of Credit \| Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		0	0
ABL Facilities \| Fair Value \| Level 2 \| Line of Credit \| Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		1,350,340	903,000
ABL Facilities \| Fair Value \| Level 3 \| Line of Credit \| Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		0	0
2028 Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		491,329	0
2028 Secured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		0	0
2028 Secured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		499,990	0
2028 Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt		$ 0	$ 0

Restructuring - Summary of Activities in the Restructuring Accruals (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Restructuring Reserve [Roll Forward]
Balance at beginning of the period - June 30	$ 525	$ 1,143	$ 447	$ 5,516
Reclassification of liability to operating lease asset at the adoption of ASC 842	0	448	0	(967)
Charges	3,854	649	4,543	3,937
Cash payments	(2,432)	(544)	(3,027)	(5,476)
Foreign currency translation	2	1	3	30
Non-cash movements	133	(868)	116	(2,211)
Balance at end of period	2,082	829	2,082	829
Employee Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of the period - June 30	525	1,143	447	4,544
Reclassification of liability to operating lease asset at the adoption of ASC 842	0	0	0	0
Charges	3,854	322	4,526	1,952
Cash payments	(2,432)	(544)	(3,027)	(5,476)
Foreign currency translation	2	(1)	3	28
Non-cash movements	133	(91)	133	(219)
Balance at end of period	2,082	829	2,082	829
Facility Exit Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of the period - June 30	0	0	0	972
Reclassification of liability to operating lease asset at the adoption of ASC 842	0	448	0	(967)
Charges	0	327	17	1,985
Cash payments	0	0	0	0
Foreign currency translation	0	2	0	2
Non-cash movements	0	(777)	(17)	(1,992)
Balance at end of period	$ 0	$ 0	$ 0	$ 0

Restructuring - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 3,854	$ 649	$ 4,543	$ 3,937
Operating Segments \| NA Modular
Restructuring Cost and Reserve [Line Items]
Restructuring costs	300		$ 900
Operating Segments \| NA Storage
Restructuring Cost and Reserve [Line Items]
Restructuring costs	3,300
Operating Segments \| UK Storage
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 300

Stock-Based Compensation - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Jul. 01, 2020 USD ($) shares	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense		$ 2,944	$ 1,812	$ 6,958	$ 5,002
Unrecognized compensation expense for options		1,100		1,100
Common stock issued (in shares) \| shares	7,361,516
Mobile Mini, Inc.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock issued (in shares) \| shares	106,426,721
Number of shares exchanged (in shares)	2.405
Mobile Mini, Inc. \| Stock Option Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock issued (in shares) \| shares	7,361,516
Value of common stock issued	$ 19,300
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense			300	700	800
Unrecognized compensation expense for awards		400		$ 400
Unrecognized compensation expense, period for recognition				7 months 6 days
Time-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense		1,600	1,000	$ 3,900	2,900
Unrecognized compensation expense for awards		15,200		$ 15,200
Unrecognized compensation expense, period for recognition				2 years 8 months 12 days
Performance-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense		800	300	$ 1,700	700
Unrecognized compensation expense for awards		6,200		$ 6,200
Unrecognized compensation expense, period for recognition				2 years
Stock Option Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense		$ 200	$ 200	$ 600	$ 600
Unrecognized compensation expense, period for recognition				1 year 6 months

Stock-Based Compensation - Stock Award Activity (Details) - Restricted Stock Awards	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Number of Shares
Beginning balance (in shares)	52,755
Granted (in shares)	65,959
Vested (in shares)	(61,266)
Ending balance (in shares)	57,448
Weighted-Average Grant Date Fair Value
Beginning balance (in USD per share) \| $ / shares	$ 14.69
Granted (in USD per share) \| $ / shares	11.75
Vested (in USD per share) \| $ / shares	$ 14.28

Stock-Based Compensation - Time-Based RSUs (Details) - Time-Based Restricted Stock Units	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	1,065,305
Granted (in shares) \| shares	632,864
Vested (in shares) \| shares	(323,678)
Forfeited (in shares) \| shares	(22,728)
Ending balance (in shares) \| shares	1,351,763
Weighted-Average Grant Date Fair Value
Beginning balance (in USD per share) \| $ / shares	$ 12.78
Granted (in USD per share) \| $ / shares	14.37
Vested (in USD per share) \| $ / shares	12.93
Forfeited (in USD per share) \| $ / shares	13.45
Ending balance (in USD per share) \| $ / shares	$ 13.48

Stock-Based Compensation - Performance Based PSUs (Details) - Performance-Based Restricted Stock Units	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	288,281
Granted (in shares) \| shares	325,256
Forfeited (in shares) \| shares	(12,700)
Ending balance (in shares) \| shares	600,837
Weighted-Average Grant Date Fair Value
Beginning balance (in USD per share) \| $ / shares	$ 13.22
Granted (in USD per share) \| $ / shares	16.35
Forfeited (in USD per share) \| $ / shares	14.70
Ending balance (in USD per share) \| $ / shares	$ 14.88

Stock-Based Compensation - Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2020 $ / shares shares
WillScot Corp
WillScot Options
Beginning balance (in shares) \| shares	534,188
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	0
Ending balance (in shares) \| shares	534,188
Fully vested and exercisable options (in shares) \| shares	267,094
Weighted-Average Exercise Price per Share
Beginning balance (in USD per share) \| $ / shares	$ 13.60
Granted (in USD per share) \| $ / shares
Exercised (in USD per share) \| $ / shares
Ending balance (in USD per share) \| $ / shares	13.60
Fully vested and exercisable options (in USD per share) \| $ / shares	$ 13.60
Mobile Mini, Inc.
WillScot Options
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	7,361,516
Exercised (in shares) \| shares	(259,708)
Ending balance (in shares) \| shares	7,101,808
Fully vested and exercisable options (in shares) \| shares	7,101,808
Weighted-Average Exercise Price per Share
Beginning balance (in USD per share) \| $ / shares	$ 0
Granted (in USD per share) \| $ / shares	13.52
Exercised (in USD per share) \| $ / shares	11.99
Ending balance (in USD per share) \| $ / shares	13.58
Fully vested and exercisable options (in USD per share) \| $ / shares	$ 13.58

Derivatives - Narrative (Details) - Interest Rate Swap - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Notational amount	$ 400,000,000.0
Fixed rate	3.06%
Receive rate	0.15%	1.74%

Derivatives - Location and Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet (Details) - Interest Rate Swap - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Derivative [Line Items]
Accrued liabilities	$ 11,463	$ 5,348
Other long-term liabilities	$ 8,205	$ 8,943

Derivative Instruments and Hedging Activities - Impact of Interest Rate Swap (Details) - Interest Rate Swap - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Loss recognized in OCI	$ (5,061)	$ (8,604)
Interest expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Loss reclassified from AOCI into income (effective portion)	$ (7,147)	$ (2,018)

Commitments and Contingencies (Details) - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments for the acquisition of rental equipment and property, plant and equipment	$ 8.0	$ 4.5

Segment Reporting - Narrative (Details)	9 Months Ended
Segment Reporting - Narrative (Details)	Sep. 30, 2020 segment
Segment Reporting [Abstract]
Number of reportable segments	4

Segment Reporting - Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues:
Leasing	$ 300,082	$ 188,403	$ 678,577	$ 551,513
Total revenues	417,315	268,222	929,998	785,620
Costs:
Leasing	64,788	58,168	162,344	160,476
Depreciation of rental equipment	54,837	43,869	146,279	128,940
Gross profit	209,564	99,308	425,718	304,123
Other selected data:
Adjusted EBITDA	163,559	87,424	350,623	258,332
Selling, general and administrative expense	164,270	64,992	304,510	208,696
Purchases of rental equipment and refurbishments	42,591	47,789	122,273	160,877
Delivery and installation
Revenues:
Revenues	84,694	61,008	187,404	166,974
Costs:
Cost of sales	66,354	54,364	153,742	146,175
New units
Revenues:
Revenues	19,360	11,338	38,736	37,686
Total revenues	19,360	11,338	38,736	37,686
Costs:
Cost of sales	12,935	7,421	25,469	26,298
Rental units
Revenues:
Revenues	13,179	7,473	25,281	29,447
Total revenues	13,179	7,473	25,281	29,447
Costs:
Cost of sales	8,837	5,092	16,446	19,608
Unallocated Costs
Other selected data:
Adjusted EBITDA	0	0	0	0
Selling, general and administrative expense	62,257	8,872	80,641	30,784
Purchases of rental equipment and refurbishments	0	0	0	0
NA Modular \| Operating Segments
Revenues:
Leasing	192,243	188,403	570,738	551,513
Total revenues	267,867	268,222	780,550	785,620
Costs:
Leasing	49,516	58,168	147,072	160,476
Depreciation of rental equipment	45,967	43,869	137,409	128,940
Gross profit	112,079	99,308	328,233	304,123
Other selected data:
Adjusted EBITDA	100,281	87,424	287,345	258,332
Selling, general and administrative expense	58,935	56,120	180,791	177,912
Purchases of rental equipment and refurbishments	34,249	47,789	113,931	160,877
NA Modular \| Operating Segments \| Delivery and installation
Revenues:
Revenues	52,144	61,008	154,854	166,974
Costs:
Cost of sales	44,465	54,364	131,853	146,175
NA Modular \| Operating Segments \| New units
Revenues:
Revenues	14,024	11,338	33,400	37,686
Costs:
Cost of sales	9,484	7,421	22,018	26,298
NA Modular \| Operating Segments \| Rental units
Revenues:
Revenues	9,456	7,473	21,558	29,447
Costs:
Cost of sales	6,356	5,092	13,965	19,608
NA Storage \| Operating Segments
Revenues:
Leasing	77,041	0	77,041	0
Total revenues	104,493	0	104,493	0
Costs:
Leasing	9,260	0	9,260	0
Depreciation of rental equipment	4,448	0	4,448	0
Gross profit	73,384	0	73,384	0
Other selected data:
Adjusted EBITDA	46,465	0	46,465	0
Selling, general and administrative expense	31,368	0	31,368	0
Purchases of rental equipment and refurbishments	7,234	0	7,234	0
NA Storage \| Operating Segments \| Delivery and installation
Revenues:
Revenues	20,868	0	20,868	0
Costs:
Cost of sales	13,120	0	13,120	0
NA Storage \| Operating Segments \| New units
Revenues:
Revenues	3,783	0	3,783	0
Costs:
Cost of sales	2,351	0	2,351	0
NA Storage \| Operating Segments \| Rental units
Revenues:
Revenues	2,801	0	2,801	0
Costs:
Cost of sales	1,930	0	1,930	0
UK Storage \| Operating Segments
Revenues:
Leasing	15,399	0	15,399	0
Total revenues	21,653	0	21,653	0
Costs:
Leasing	3,382	0	3,382	0
Depreciation of rental equipment	1,168	0	1,168	0
Gross profit	12,671	0	12,671	0
Other selected data:
Adjusted EBITDA	8,306	0	8,306	0
Selling, general and administrative expense	5,533	0	5,533	0
Purchases of rental equipment and refurbishments	677	0	677	0
UK Storage \| Operating Segments \| Delivery and installation
Revenues:
Revenues	4,744	0	4,744	0
Costs:
Cost of sales	3,240	0	3,240	0
UK Storage \| Operating Segments \| New units
Revenues:
Revenues	1,011	0	1,011	0
Costs:
Cost of sales	726	0	726	0
UK Storage \| Operating Segments \| Rental units
Revenues:
Revenues	499	0	499	0
Costs:
Cost of sales	466	0	466	0
Tank and Pump \| Operating Segments
Revenues:
Leasing	15,399	0	15,399	0
Total revenues	23,302	0	23,302	0
Costs:
Leasing	2,630	0	2,630	0
Depreciation of rental equipment	3,254	0	3,254	0
Gross profit	11,430	0	11,430	0
Other selected data:
Adjusted EBITDA	8,507	0	8,507	0
Selling, general and administrative expense	6,177	0	6,177	0
Purchases of rental equipment and refurbishments	431	0	431	0
Tank and Pump \| Operating Segments \| Delivery and installation
Revenues:
Revenues	6,938	0	6,938	0
Costs:
Cost of sales	5,529	0	5,529	0
Tank and Pump \| Operating Segments \| New units
Revenues:
Revenues	542	0	542	0
Costs:
Cost of sales	374	0	374	0
Tank and Pump \| Operating Segments \| Rental units
Revenues:
Revenues	423	0	423	0
Costs:
Cost of sales	$ 85	$ 0	$ 85	$ 0

Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Segment Reporting [Abstract]
Net income (loss)	$ 16,252	$ 12,833	$ (3,674)	$ 997	$ (11,438)	$ (10,029)	$ 25,411	$ (20,470)
Loss on extinguishment of debt	42,401			0			42,401	7,244
Income tax benefit	(66,675)			(1,220)			(66,170)	(2,022)
Interest expense	33,034			30,005			89,810	92,788
Depreciation and amortization	71,704			47,358			169,103	138,162
Currency losses (gains), net	(371)			234			147	(436)
Impairment losses on long-lived assets	0			0			0	2,638
Restructuring costs, lease impairment expense and other related charges	4,798			1,863			8,542	9,756
Merger transaction costs	52,191			0			63,241	0
Integration costs	7,083			5,483			10,921	23,863
Stock compensation expense	2,944			1,812			6,958	5,002
Other Income	198			892			259	1,807
Adjusted EBITDA	$ 163,559			$ 87,424			$ 350,623	$ 258,332

Income (Loss) Per Share - Narrative (Details)	Jun. 30, 2020 shares
Earnings Per Share [Abstract]
Shares issued for conversion (in shares)	10,641,182

Related Parties - Related Party Balances Included in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Total related party liabilities, net	$ (1,696)	$ (857)
Trade receivables, net of allowances for credit losses
Related Party Transaction [Line Items]
Receivables due from affiliates	19	26
Accrued liabilities
Related Party Transaction [Line Items]
Amounts due to affiliates	$ (1,715)	$ (883)

Related Parties - Related Party Transactions in Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Related Party Transaction [Line Items]
Total related party expense, net	$ (1,234)	$ (264)	$ (3,403)	$ (615)
Leasing revenue
Related Party Transaction [Line Items]
Leasing revenue from related parties	504	81	1,330	232
Selling, general and administrative
Related Party Transaction [Line Items]
Consulting expense to related party	$ (1,738)	$ (345)	$ (4,733)	$ (847)

Related Parties - Narrative (Details) - USD ($)			3 Months Ended		9 Months Ended
Related Parties - Narrative (Details) - USD ($)	Jun. 30, 2020	Aug. 24, 2018	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Aug. 22, 2018
Related Party Transaction [Line Items]
Shares issued for conversion (in shares)	10,641,182
Number of shares which can be exchanged per warrant (in shares)			1		1
2015 Warrants
Related Party Transaction [Line Items]
Number of shares which can be exchanged per warrant (in shares)			0.5		0.5
Majority Shareholder
Related Party Transaction [Line Items]
Term of agreement		2 years
Number of shares pledged for collateral (in shares)			59,725,558		59,725,558
Majority Shareholder \| 2015 Warrants
Related Party Transaction [Line Items]
Number of warrants pledged for collateral (in shares)			4,850,000		4,850,000
Number of shares which can be exchanged per warrant (in shares)			0.5		0.5
Affiliates
Related Party Transaction [Line Items]
Purchases from affiliates			$ 1,000,000.0	$ 1,100,000	$ 2,600,000	$ 4,300,000
Sapphire Holding S.a. r.l.
Related Party Transaction [Line Items]
Percentage ownership			26.00%		26.00%
Margin Loan \| Sapphire Holding S.a. r.l.
Related Party Transaction [Line Items]
Debt, face amount							$ 125,000,000.0