0001628280-19-005793 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	Apr. 22, 2019
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Registrant Name	WillScot Corp
Entity Central Index Key	0001647088
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		108,693,209
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,024,419

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Assets
Cash and cash equivalents	$ 12,779	$ 8,958
Trade receivables, net of allowances for doubtful accounts at March 31, 2019 and December 31, 2018 of $11,889 and $9,340, respectively	229,563	206,502
Inventories	17,412	16,218
Prepaid expenses and other current assets	22,039	21,828
Assets held for sale	20,962	2,841
Total current assets	302,755	256,347
Rental equipment, net	1,940,617	1,929,290
Property, plant and equipment, net	167,464	183,750
Goodwill	242,984	247,017
Intangible assets, net	131,246	131,801
Other non-current assets	5,461	4,280
Total long-term assets	2,487,772	2,496,138
Total assets	2,790,527	2,752,485
Liabilities and equity
Accounts payable	96,184	90,353
Accrued liabilities	88,680	84,696
Accrued interest	14,669	20,237
Deferred revenue and customer deposits	74,616	71,778
Current portion of long-term debt	1,990	1,959
Total current liabilities	276,139	269,023
Long-term debt	1,709,266	1,674,540
Deferred tax liabilities	68,297	67,384
Deferred revenue and customer deposits	9,007	7,723
Other non-current liabilities	33,887	31,618
Long-term liabilities	1,820,457	1,781,265
Total liabilities	2,096,596	2,050,288
Commitments and contingencies (see Note 13)
Additional paid-in-capital	2,390,184	2,389,548
Accumulated other comprehensive loss	(66,278)	(68,026)
Accumulated deficit	(1,693,275)	(1,683,319)
Total shareholders' equity	630,643	638,215
Non-controlling interest	63,288	63,982
Total equity	693,931	702,197
Total liabilities and equity	2,790,527	2,752,485
Class A Common Stock
Liabilities and equity
Common stock	11	11
Class B Common Stock
Liabilities and equity
Common stock	$ 1	$ 1

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Trade receivables, net of allowance	$ 11,889	$ 9,340
Class A Common Stock
Common stock par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	400,000,000	400,000,000
Common stock issued (in shares)	108,693,209	108,508,997
Common stock outstanding (in shares)	108,693,209	108,508,997
Class B Common Stock
Common stock par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	100,000,000	100,000,000
Common stock issued (in shares)	8,024,419	8,024,419
Common stock outstanding (in shares)	8,024,419	8,024,419

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Modular leasing	$ 178,222	$ 97,262
Total Revenues	255,008	134,751
Costs:
Modular leasing	47,235	27,162
Depreciation of rental equipment	41,103	23,845
Gross profit	104,654	50,921
Expenses:
Selling, general and administrative	73,485	45,214
Other depreciation and amortization	3,004	2,436
Impairment losses on property, plant and equipment	2,290	0
Restructuring costs	5,953	628
Currency (gains) losses, net	(316)	1,024
Other (income) expense, net	(951)	(2,845)
Operating income	21,189	4,464
Interest expense	31,972	11,719
(Loss) income from continuing operations before income tax	(10,783)	(7,255)
Income tax expense (benefit)	378	(420)
Net loss	(11,161)	(6,835)
Net loss attributable to non-controlling interest, net of tax	(860)	(648)
Total loss attributable to WillScot	$ (10,301)	$ (6,187)
Net loss per share attributable to WillScot - basic and diluted (in USD per share)	$ (0.09)	$ (0.08)
Weighted average shares - Basic and diluted (in shares)	108,523,269	77,189,774
Modular delivery and installation
Revenues:
Total Revenues	$ 50,281	$ 26,250
Costs:
Modular delivery and installation	43,343	25,521
New Units
Revenues:
Total Revenues	14,904	7,428
Costs:
Cost of sales	10,878	4,987
Rental Units
Revenues:
Total Revenues	11,601	3,811
Costs:
Cost of sales	$ 7,795	$ 2,315

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Comprehensive Income [Abstract]
Net loss	$ (11,161)	$ (6,835)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of income tax expense $0 and $148 for the three months ended March 31, 2019 and 2018, respectively	4,115	239
Net losses on derivatives, net of income tax benefit of ($673) and $0 for the three months ended March 31, 2019 and 2018, respectively	(2,201)	0
Comprehensive loss	(9,247)	(6,596)
Comprehensive loss attributable to non-controlling interest	(694)	(624)
Total comprehensive loss attributable to WSC	$ (8,553)	$ (5,972)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, income tax expense (benefit)	$ 0	$ 148
Net losses on derivatives, income tax benefit	$ (673)	$ 0

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Activities:
Net loss	$ (11,161)	$ (6,835)
Adjustments for non-cash items:
Depreciation and amortization	44,873	26,304
Provision for doubtful accounts	2,926	1,633
Impairment losses on property, plant and equipment	2,290	0
Gain on sale of rental equipment and other property, plant and equipment	(3,888)	(4,491)
Amortization of debt discounts and debt issuance costs	2,852	1,258
Share based compensation expense	1,290	121
Deferred income tax benefit	378	(420)
Unrealized currency losses (gains)	(292)	1,289
Changes in operating assets and liabilities, net of effect of businesses acquired:
Trade receivables	(26,471)	(737)
Inventories	(1,185)	(20)
Prepaid and other assets	(48)	840
Accrued interest payable	(5,568)	6,012
Accounts payable and other accrued liabilities	5,054	(22,819)
Deferred revenue and customer deposits	4,206	2,647
Net cash provided by operating activities	15,256	4,782
Investing Activities:
Acquisition of business	0	(24,006)
Proceeds from sale of rental equipment	11,601	8,128
Purchase of rental equipment and refurbishments	(51,873)	(32,084)
Proceeds from the sale of property, plant and equipment	87	523
Purchase of property, plant and equipment	(1,629)	(1,000)
Net cash used in investing activities	(41,814)	(48,439)
Financing Activities:
Receipts from borrowings	39,264	37,290
Payment of financing costs	(83)	0
Repayment of borrowings	(8,201)	0
Principal payments on capital lease obligations	(32)	(30)
Witholding taxes paid on behalf of employees on net settled stock-based awards	(654)	0
Net cash provided by financing activities	30,294	37,260
Effect of exchange rate changes on cash and cash equivalents	85	73
Net change in cash and cash equivalents	3,821	(6,324)
Cash and cash equivalents at the beginning of the period	8,958	9,185
Cash and cash equivalents at the end of the period	12,779	2,861
Supplemental Cash Flow Information:
Interest paid	33,992	4,230
Income taxes (refunded) paid, net	(748)	780
Capital expenditures accrued or payable	$ 23,147	$ 12,818

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Total	Additional Paid in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total Shareholder's Equity	Non Controlling Interest	Class A Common Stock	Class A Common Stock Common Stock	Class B Common Stock	Class B Common Stock Common Stock
Beginning balance at Dec. 31, 2017	$ 484,550	$ 2,121,926	$ (49,497)	$ (1,636,819)	$ 435,619	$ 48,931		$ 8		$ 1
Beginning balance (in shares) at Dec. 31, 2017								84,645,000		8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(6,835)			(6,187)	(6,187)	(648)
Other comprehensive loss	263		239		239	24
Adoption of ASU 2018-02	0		(2,540)	2,540	0
Stock-based compensation	121	121			121
Ending Balance at Mar. 31, 2018	478,099	2,122,047	(51,798)	(1,640,466)	429,792	48,307		$ 8		$ 1
Ending balance (in shares) at Mar. 31, 2018								84,645,000		8,024,000
Beginning balance at Dec. 31, 2018	702,197	2,389,548	(68,026)	(1,683,319)	638,215	63,982		$ 11		$ 1
Beginning balance (in shares) at Dec. 31, 2018							108,508,997	108,509,000	8,024,419	8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(11,161)			(10,301)	(10,301)	(860)
Other comprehensive loss	1,914		1,748		1,748	166
Stock-based compensation	$ 636	636			636			$ 0
Stock-based compensation (in shares)	184,212							184,000
Ending Balance at Mar. 31, 2019	$ 693,931	$ 2,390,184	$ (66,278)	$ (1,693,275)	$ 630,643	$ 63,288		$ 11		$ 1
Ending balance (in shares) at Mar. 31, 2019							108,693,209	108,693,000	8,024,419	8,024,000

- Definition

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

+ References

+ Details

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Corporation (“WillScot” and, together with its subsidiaries, the “Company”), is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada and Mexico. The Company leases, sells, delivers and installs mobile offices, modular buildings and storage products through an integrated network of branch locations that spans North America. WillScot, whose Class A common shares are listed on the Nasdaq Capital Market (Nasdaq: WSC), serves as the holding company for the Williams Scotsman family of companies. All of the Company’s assets and operations are owned through Williams Scotsman Holdings Corp. (“WS Holdings”). WillScot operates and owns 91.0% of WS Holdings, and Sapphire Holding S.à r.l. (“Sapphire”), an affiliate of TDR Capital LLP (“TDR Capital”), owns the remaining 9.0%. WillScot was incorporated as a Cayman Islands exempt company under the name, Double Eagle Acquisition Corporation ("Double Eagle"), on June 26, 2015. Prior to November 29, 2017, Double Eagle was a Nasdaq-listed special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. On November 29, 2017, Double Eagle indirectly acquired Williams Scotsman International, Inc. (“WSII”) from Algeco Scotsman Global S.à r.l., (together with its subsidiaries, the “Algeco Group”), which is majority owned by an investment fund managed by TDR Capital. As part of the transaction (the “Business Combination”), Double Eagle domesticated to Delaware and changed its name to WillScot Corporation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, the results of operations and cash flows, for the interim periods presented. The results of operations for the three months ended March 31, 2019 and 2018 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in WillScot's Annual Report on Form 10-K for the year ended December 31, 2018. Principles of Consolidation The unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. Recently Issued and Adopted Accounting Standards The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act provided to EGCs, the Company has elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002) is required to comply with such standards. As such, compliance dates included below pertain to non-issuers, and as permitted, early adoption dates for non-issuers are indicated. WillScot will cease to be EGC on the earlier of (i) the last day of the fiscal year in which WillScot’s annual gross revenues exceed $1.07 billion, (ii) the date on which the Company issues more than $1.0 billion in nonconvertible debt securities during the preceding three-year period, and (iii) the date on which WillScot is deemed to be a large accelerated filer under the US Securities and Exchange Commission's (the "SEC") rules. Based on the ModSpace (defined below) acquisition described in Note 2, WillScot anticipates that its 2019 annual gross revenues will exceed $1.07 billion, in which case WillScot would be deemed to be a large accelerated filer as of December 31, 2019. Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326), which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to these financial assets should be recorded through an allowance for credit losses. The new standard is effective for non-public entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted for all entities for the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company continues to evaluate the impacts of adopting the standard on the financial statements and will adopt the standard within the required adoption period. Adoption of the new standard would be required sooner if WillScot loses EGC eligibility earlier than anticipated. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASC 842"). This guidance revises existing practice related to accounting for leases under ASC Topic 840, Leases (“ASC 840”) for both lessees and lessors. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for non-public entities for fiscal years beginning after December 15, 2019 and interim periods within those annual periods using a modified retrospective transition approach. Early adoption is permitted for all entities. However, based on WillScot's expectation that it will cease to be an EGC as of December 31, 2019, the Company plans to adopt the new standard no later than in the fourth quarter of 2019. Adoption of the new standard could be required earlier in 2019 if WillScot loses EGC status earlier than anticipated. The Company is currently in the process of assessing the potential impact this guidance may have on its financial position, results of operations and cash flows, including which of its existing lease arrangements will be impacted by the new guidance and whether other arrangements that are not currently classified as leases may become subject to the guidance. The Company plans to take advantage of the transition package of practical expedients permitted within the new standard which, among other things, allows the historical lease classification to be carried forward. Additionally, the Company is implementing a lease management system to assist in the accounting and is evaluating additional changes to its processes and internal controls to ensure the new reporting and disclosure requirements are met upon adoption. Additionally, as discussed in Note 3, most of the Company's equipment rental revenues will be accounted for under the current lease accounting standard, ASC 840, until the adoption of the new lease accounting standard ASC 842. The Company is continuing to evaluate the impact of adopting ASC 842 on the Company's accounting for equipment rental revenue. Recently Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. In June 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments to clarify how certain cash receipts and payments are presented in the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2018. The Company adopted this standard as of January 1, 2019, with no impact to the financial statements for the period ended March 31, 2019. In May 2017, the FASB issued ASU 2017-10, Determining the Customer of the Operation Services, to clarify how operating entities should determine the customer of the operation services for transactions within the scope of ASC 853, Service Concession Arrangements. The guidance is effective for annual periods beginning after December 15, 2018, and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company adopted this guidance concurrently with the adoption of ASU 2014-09 using a modified retrospective transition approach. In August 2018, the SEC adopted the final rule under Release No. 33-10532 Disclosure Update and Simplification, to eliminate or modify certain disclosure rules that are redundant, outdated, or duplicative of GAAP or other regulatory requirements. The amendments provide that disclosure requirements related to the analysis of shareholders' equity are expanded for interim financial statements. An analysis of the changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement, as well as the amount of dividends per share for each class of shares. The Company has provided this disclosure beginning in the first quarter of 2019 within the condensed consolidated statements of changes in equity. Revenue In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("Topic 606"). Topic 606, along with its subsequent related updates prescribe a single comprehensive model for entities to use in the accounting for revenue arising from contracts with customers. The core principle contemplated by this new standard was that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. On January 1, 2019, the Company adopted the guidance, and all subsequent updates to this guidance, using the modified retrospective transition approach to those contracts which were not completed as of January 1, 2019. The comparative financial statement information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of the guidance did not have a material impact on the Company's consolidated balance sheet as of January 1, 2019. The Company's accounting for equipment rental revenue is primarily outside the scope of this new revenue guidance and will be evaluated under the new lease guidance, which is described further under the subheading Recently Issued Accounting Standards above. See Note 3 for further discussion.

Acquisitions and Assets Held for Sale

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Acquisitions and Assets Held for Sale

Tyson Acquisition

On January 3, 2018, the Company acquired all of the issued and outstanding membership interests of Onsite Space LLC (d/b/a Tyson Onsite (“Tyson”)) for $24.0 million in cash consideration, net of cash acquired. Tyson provided modular space rental services in the Midwest, primarily in Indiana, Illinois and Missouri. The transaction was funded by borrowings under the ABL Facility (defined in Note 7).

The Company finalized its accounting for the Tyson acquisition in the fourth quarter of 2018 and recorded goodwill of $3.1 million as a result of the Tyson acquisition. Tyson results were immaterial to the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, respectively, and as a result, the Company is not presenting pro forma information related to this acquisition.

ModSpace Acquisition

On August 15, 2018, the Company acquired Modular Space Holdings, Inc. ("ModSpace"), a privately-owned national provider of office trailers, portable storage units and modular buildings. The acquisition was consummated by merging a special purpose subsidiary of the Company with and into ModSpace, with ModSpace surviving the merger as a subsidiary of WSII.

Purchase Price

The aggregate purchase price for ModSpace was $1.2 billion and consisted of (i) $1.1 billion in cash, (ii) 6,458,229 shares of WillScot's Class A common stock (the "Stock Consideration") with a fair market value of $95.8 million and (iii) warrants to purchase an aggregate of 10,000,000 shares of WillScot’s Class A common stock at an exercise price of $15.50 per share (the "2018 Warrants") with a fair market value of $52.3 million, and (iv) a working capital adjustment of $4.7 million.

The acquisition was funded by the net proceeds of WillScot's issuance of 9,200,000 shares of Class A common stock, the net proceeds of WSII’s issuance of $300.0 million in senior secured notes and $200.0 million in senior unsecured notes (see Note 7), and borrowings under the ABL Facility (see Note 7).

As of the date of acquisition, August 15, 2018, the fair market values of the Stock Consideration and 2018 Warrants were $14.83 per share and $5.23 per warrant, respectively, as determined using a Black-Scholes valuation model. The fair market value of the Class A shares was determined utilizing the $15.78 per share closing price of the Company's shares on August 15, 2018, discounted by 6.0%, to reflect a lack of marketability based on the lock-up restrictions contemplated by the merger agreement.

The estimated fair values of the Stock Consideration and 2018 Warrants are Level 3 fair value measurements. The fair value of each share and warrant was estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted-average risk-free interest rate, the average expected term of the lock up period on the shares, and the weighted-average expected term of the warrants. The volatility assumption used in the Black-Scholes model is derived from the historical daily change in the market price of the Company's common stock, as well as the historical daily changes in the market price of its peer group, based on weighting, as determined by the Company, and over a time period equivalent to the lock-up restriction (for the shares) and the warrant term. The risk-free interest rate used in the Black-Scholes model is based on the implied US Treasury bill yield curve at the date of grant with a remaining term equal to the Company’s expected term assumption. The Company has never declared or paid a cash dividend on common shares. The following table summarizes the key inputs utilized to determine the fair value of the Stock Consideration and 2018 Warrants included within the purchase price of ModSpace.


	Stock Consideration fair value inputs		2018 Warrants fair value inputs
Expected volatility	28.6	%	35.0	%
Risk-free rate of interest	2.2	%	2.7	%
Dividend yield	—	%	—	%
Expected life (years)	0.5		4.3

Opening Balance Sheet

The purchase price of ModSpace was assigned to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition, August 15, 2018. The Company estimated the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, contributory asset charges, and estimates made by management. The final assignment of the fair value of the ModSpace acquisition, including the final assignment of goodwill to our reporting units was not complete as of March 31, 2019, but will be finalized within the allowable one year measurement period. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, August 15, 2018, and adjustments made to these balances during the allowable measurement period.


(in thousands)	Preliminary Balance		Adjustments		Balance at March 31, 2019
Trade receivables, net (a)	$	81,320	$	(721)	$	80,599
Prepaid expenses and other current assets	17,342		306		17,648
Inventories	4,757		—		4,757
Rental equipment	853,986		278		854,264
Property, plant and equipment	110,413		4,759		115,172
Intangible assets:
Favorable leases (b)	3,976		—		3,976
Trade name (b)	3,000		—		3,000
Deferred tax assets, net	1,855		—		1,855
Total identifiable assets acquired	$	1,076,649	$	4,622	$	1,081,271

Accrued liabilities	$	31,551	$	(407)	$	31,144
Accounts payable	37,678		301		37,979
Deferred revenue and customer deposits	15,938		—		15,938
Total liabilities assumed	$	85,167	$	(106)	$	85,061

Total goodwill (c)	$	215,764	$	(4,728)	$	211,036

(a) The fair value of accounts receivable was $80.6 million and the gross contractual amount was $86.1 million. The Company estimated that $5.5 million is uncollectible.

(b) The trade name has an estimated useful life of 3 years. The favorable lease asset has an estimated useful life of 6 years.

(c) The goodwill is reflective of ModSpace’s going concern value and operational synergies that the Company expects to achieve that would not be available to other market participants. The goodwill represented on the balance sheet is not deductible for income tax purposes. The goodwill is assigned to the Modular – US and Modular – Other North America segments, defined in Note 15, in the amounts of $176.1 million and $34.9 million, respectively.

Pro Forma Information

The pro forma information below has been prepared using the purchase method of accounting, giving effect to the ModSpace acquisition as if it had been completed on January 1, 2018. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, and also does not reflect additional revenue opportunities following the acquisition. The tables below present unaudited pro forma consolidated statements of operations information as if ModSpace had been included in the Company’s consolidated results for the three months ended March 31, 2018:


(in thousands)	Three Months Ended March 31, 2018
WillScot revenues	$	134,751
ModSpace revenues	109,347
Pro forma revenues	$	244,098

WillScot pre-tax loss	$	(7,255)
ModSpace pre-tax gain	732
Pre-tax loss before pro forma adjustments	(6,523)
Pro forma adjustments to combined pre-tax loss:
Impact of fair value mark-ups/useful life changes on depreciation (a)	(3,001)
Intangible asset amortization (b)	(250)
Interest expense (c)	(16,425)
Elimination of ModSpace interest (d)	7,773
Pro forma pre-tax loss (e)	(18,426)
Income tax benefit (g)	(1,069)
Pro forma net loss	$	(17,357)

(a) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the ModSpace acquisition. The useful lives assigned did not change significantly from the useful lives used by ModSpace.

(b) Amortization of the trade name acquired in ModSpace acquisition.

(c) In connection with the ModSpace acquisition, the Company drew an incremental $419.0 million on the ABL Facility as defined in Note 7, and issued $300.0 million of secured notes and $200.0 million of unsecured notes. As of March 31, 2019, the weighted-average interest rate for the aforementioned borrowings was 6.54%. Interest expense includes amortization of related deferred financing fees on debt incurred in conjunction with ModSpace acquisition.

(d) Interest on ModSpace historic debt was eliminated.

(e) Pro forma pre-tax loss includes $0.6 million and $2.6 million of restructuring expense and integration costs incurred by WillScot for the three months ended March 31, 2018.

(g) The pro forma tax rate applied to the ModSpace pre-tax loss is the same as the WillScot effective rate for the period.

Transaction and Integration Costs

The Company incurred $10.1 million and $2.6 million in integration costs within selling, general and administrative ("SG&A") expenses for the three months ended March 31, 2019 and 2018, respectively. The 2019 integration costs relate to the ModSpace acquisition, and the 2018 costs relate to the Acton and Tyson acquisitions.

Assets Held for Sale

In connection with the integration of ModSpace, during the three months ended March 31, 2019, the Company reclassified seven additional legacy ModSpace branch facilities from property, plant and equipment to held for sale, in addition to the three held for sale properties that were recognized at December 31, 2018. The net book value of assets transferred from property, plant and equipment to held for sale during the three months ended March 31, 2019 was $18.2 million, reflecting an additional impairment of $2.3 million recorded during the period. The total fair value of held for sale assets less costs to sell was $21.0 million and $2.8 million as of March 31, 2019 and December 31, 2018, respectively.

The fair value of the assets held for sale was determined using valuations from third party brokers, which were based on current sales prices for comparable assets in the market, a Level 2 measurement.

Revenue

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue

Adoption of Topic 606

On January 1, 2019, the Company adopted Topic 606 as well as subsequent updates using the modified retrospective method applied to those contracts that were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under the guidance required by Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 605, Revenue Recognition ("Topic 605"). The implementation of Topic 606 did not have a material impact on the Company’s financial results for the period ending March 31, 2019.

Revenue Recognition Policy

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Modular Leasing and Services Revenue

The majority of revenue (68% and 70% in the periods ending March 31, 2019 and 2018, respectively) is generated by rental income subject to the guidance of ASC 840. The remaining revenue is generated by contracts with customers subject to the guidance in Topic 606 or Topic 605 for 2019 and 2018, respectively.

Leasing Revenue (ASC 840)

Income from operating leases is recognized on a straight-line basis over the lease term. Our lease arrangements typically include multiple lease and non-lease components. Examples of lease components include, but are not limited to, the lease of modular space or portable storage units, and examples of non-lease components include, but are not limited to, the delivery, installation, maintenance, and removal services commonly provided in a bundled transaction with the lease components. Arrangement consideration is allocated between lease deliverables and non-lease components based on the relative estimated selling (leasing) price of each deliverable. Estimated selling (leasing) price of the lease deliverables is based upon the estimated stand-alone selling price of the related performance obligations using an adjusted market approach.

When leases and services are billed in advance, recognition of revenue is deferred until services are rendered. If equipment is returned prior to the contractually obligated period, the excess, if any, between the amount the customer is contractually required to pay over the cumulative amount of revenue recognized to date, is recognized as incremental revenue upon return.

Rental equipment is leased primarily under operating leases and, from time to time, under sales-type lease arrangements. Operating lease minimum contractual terms generally range from 1 month to 60 months, and averaged approximately 10 months across our rental fleet for the three months ended March 31, 2019.

Services Revenue (Topic 606)

The Company generally has three non-lease service-related performance obligations in its contracts with customers:

•Delivery and installation of the modular or portable storage unit;

•Maintenance and other ad-hoc services performed during the lease term; and

•Removal services that occur at the end of the lease term.

Consideration is allocated to each of these performance obligations within the contract based upon their estimated relative standalone selling prices using the estimated cost plus margin approach. Revenue from these activities is recognized as the services are performed.

Sales Revenue (Topic 606)

Sales revenue is generated by the sale of new and used units. Revenue from the sale of new and used units is generally recognized at a point in time upon the transfer of control to the customer, which occurs when the unit is delivered and installed in accordance with the contract. Sales transactions constitute a single performance obligation.

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas for the three months ended March 31:


	Three Months Ended March 31,
(in thousands)	2019		2018
US	$	232,767	123,120
Canada	18,217		8,167
Mexico	4,024		3,464
Total	$	255,008	134,751

Major Product and Service Lines

Rental equipment leasing is the Company’s core business, which significantly impacts the nature, timing, and uncertainty of the Company’s revenue and cash flows. This includes both modular space and portable storage units along with value added products and services ("VAPS"), which include furniture, steps, ramps, basic appliances, internet connectivity devices, and other items used by customers in connection with our products. Rental equipment leasing is complemented by new product sales and sales of rental units. In connection with its leasing and sales activities, the Company provides services including delivery and installation, maintenance and ad-hoc services, and removal services at the end of lease transactions.

The Company’s revenue by major product and service line for the three months ended March 31 is as follows:


	Three Months Ended March 31,
	2019		2018
(in thousands)	Total		Total
Modular space leasing revenue	$	123,552	$	67,244
Portable storage leasing revenue	6,240		4,932
VAPS (a)	37,392		19,449
Other leasing-related revenue (b)	11,038		5,637
Modular leasing revenue	178,222		97,262
Modular delivery and installation revenue	50,281		26,250
Total leasing and services revenue	228,503		123,512
Sale of new units	14,904		7,428
Sale of rental units	11,601		3,811
Total revenues	$	255,008	$	134,751

(a) Includes $3.8 million and $2.3 million of VAPS service revenue for the three months ended March 31, 2019 and 2018, respectively.

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

Receivables, Contract Assets and Liabilities

As reflected above, approximately 70% of our rental revenue is accounted for under Topic 840. The customers that are responsible for the remaining revenue that is accounted for under Topic 606 (and Topic 605 prior to 2019) are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivables at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 840, the discussions below on credit risk and our allowance for doubtful accounts address our total revenues.

Concentration of credit risk with respect to our receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets. Our top five customers with the largest open receivables balances represent 3.8% of the total receivables balance as of March 31, 2019. We manage credit risk through credit approvals, credit limits, and other monitoring procedures.

Our allowance for doubtful accounts reflects our estimate of the amount of receivables that we will be unable to collect based on specific customer risk and historical write-off experience. Our estimates reflect changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance. During the period ended March 31, 2019 and March 31, 2018, we recognized bad debt expenses of $2.9 million and $1.6 million, respectively, within SG&A in our consolidated statements of income, which included amounts written-off and changes in our allowances for doubtful accounts.

When customers are billed in advance, we defer recognition of revenue and reflect unearned revenue at the end of the period. As of January 1, 2019, we had approximately $32.1 million of deferred revenue that relates to removal services for lease transactions and advance billings for sale transactions, which are within the scope of Topic 606. As of March 31, 2019, we had approximately $38.0 million of deferred revenue relating to these services. These items are included in deferred revenue and customer deposits in the condensed consolidated balance sheets. During the three months ended March 31, 2019, $5.7 million of previously deferred revenue relating to removal services for lease transactions and advance billings for sale transactions was recognized as revenue.

We do not have material contract assets and we did not recognize any material impairments of any contract assets or receivables.

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

The primary costs to obtain contracts with our customers are commissions. We pay our sales force commissions on the sale of new and used units. For new and used sales, the period benefited by each commission is less than one year. As a result, we have applied the practical expedient for incremental costs of obtaining a sales contract and will expense commissions as incurred.

Other Matters

Our Topic 606 revenues do not include material amounts of variable consideration, other than the variability noted for services arrangements expected to be performed beyond a twelve month period.

Our payment terms vary by the type and location of our customer and the product or services offered. The time between invoicing and when payment is due is not significant. While the Company may bill certain customers in advance, our contracts do not contain a significant financing component based on the short length of time between upfront billings and the performance of contracted services. For certain products, services, or customer types, we require payment before the products or services are delivered to the customer.

Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities.

The most significant estimates and judgments relating to Topic 606 revenues involve the estimation of relative stand-alone selling prices for the purpose of allocating consideration to the performance obligations in our lease transactions.

Inventories

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Inventories

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


(in thousands)	March 31, 2019		December 31, 2018
Raw materials and consumables	$	17,358	$	16,022
Work in process	54		196
Total inventories	$	17,412	$	16,218

Rental Equipment, net

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Rental Equipment, net

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


(in thousands)	March 31, 2019		December 31, 2018
Modular units and portable storage	$	2,371,173	$	2,333,776
Value added products	98,333		90,526
Total rental equipment	2,469,506		2,424,302
Less: accumulated depreciation	(528,889)		(495,012)
Rental equipment, net	$	1,940,617	$	1,929,290

During the three months ended March 31, 2018, the Company received $7.5 million in insurance proceeds related to assets damaged during Hurricane Harvey. The insurance proceeds exceeded the book value of damaged assets, and the Company recorded a gain of $3.0 million which is reflected in other income, net, on the condensed consolidated statements of operations for three months ended March 31, 2018, respectively. The Company did not receive any insurance proceeds during the three months ended March 31, 2019.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

Changes in the carrying amount of goodwill were as follows:


(in thousands)	Modular – US		Modular – Other North America		Total
Balance at January 1, 2018	$	28,609	$	—	$	28,609
Acquisition of a business	183,711		35,128		218,839
Changes to preliminary purchase price allocations	944		—		944
Effects of movements in foreign exchange rates	—		(1,375)		(1,375)
Balance at December 31, 2018	213,264		33,753		247,017
Acquisition of businesses	—		—		—
Changes to preliminary purchase price allocations	(4,496)		(226)		(4,722)
Effects of movements in foreign exchange rates	—		689		689
Balance at March 31, 2019	$	208,768	$	34,216	$	242,984

As described in Note 2, the Company acquired ModSpace in August 2018. A preliminary valuation of the acquired net assets of ModSpace resulted in the recognition of $176.1 million and $34.9 million of goodwill in the Modular - US segment and Modular - Other North America segments, respectively, which the Company expects will be non-deductible for income tax purposes.

Impairment Indicator Analysis

The Company had no goodwill impairment during the periods ended March 31, 2019 or December 31, 2018. There were no indicators of impairment as of March 31, 2019. There were indicators of impairment as of December 31, 2018, as detailed below.

In December 2018, there was a significant decline in the debt and equity capital markets, including the Company’s stock price, which constituted an indicator of potential impairment in management's judgment. As a result, the Company performed an interim goodwill impairment test as of December 31, 2018. The interim impairment analysis determined that there was no impairment of goodwill for either the US or Canadian reporting units as of December 31, 2018. As of December 31, 2018, the US reporting unit continued to have a fair in excess of carrying value of over 100%. The Canadian reporting unit was determined to have a fair value in excess of carrying value of less than 1% as of December 31, 2018.

The fair value of the reporting units at December 31, 2018 was determined based on the income approach, which requires management to make certain estimates and judgments for estimates of economic and market information in the discounted cash flow analyses.

There are inherent uncertainties and judgments involved when determining the fair value of the reporting units because the success of the reporting unit depends on the achievement of key assumptions developed by management including, but not limited to (i) achieving revenue growth through pricing, increased units on rent, increased penetration of value-added products and services, and other commercial strategies, (ii) efficient management of our operations and our fleet through maintenance and capital investment, and, (iii) achieving margin expectations, including integration synergies with acquired companies.

In addition, some of the estimates and assumptions used in determining fair value of the reporting units utilize inputs that are outside the control of management and are dependent on market and economic conditions, such as the discount rate, foreign currency rates, and growth rates. These assumptions are inherently uncertain and deterioration of market and economic conditions would adversely impact the Company's ability to meet its projected results and would affect the fair value of the reporting units.

Of the key assumptions that impact the goodwill impairment test, the expected future cash flows, discount rate and foreign exchange rates are among the most sensitive and are considered to be critical assumptions. If any one of the above inputs changes, it could reduce or increase the estimated fair value of the affected reporting unit. A reduction in the fair value of a reporting unit could result in an impairment charge up to the full amount of goodwill reported.

Although the Company believes that it has sufficient historical and projected information available to test for goodwill impairment, it is possible that actual results could differ from the estimates used in its impairment tests. As a result, the Company continues to monitor actual results versus forecast results and internal and external factors that may impact the enterprise value of the reporting unit.

Intangible Assets

The Company also preliminarily assigned $3.0 million and $4.0 million to definite-lived intangible assets, related to the ModSpace trade name and favorable lease rights, to the Modular - US segment. The trade name has an estimated useful life of three years and the favorable lease asset has an estimated useful life of six years. The Company expects the intangibles to be non-deductible for income tax purposes. The Company expects to finalize the valuation of the acquired net assets of ModSpace, including the related intangible assets, within the one-year measurement period from the date of acquisition.

Debt

3 Months Ended

Mar. 31, 2019

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	March 31, 2019		December 31, 2018
2022 Secured Notes	7.875%	2022	$	292,674	$	292,258
2023 Secured Notes	6.875%	2023	294,123		293,918
Unsecured Notes	10.000%	2023	198,969		198,931
US ABL Facility	Varies	2022	887,245		853,409
Canadian ABL Facility (a)	Varies	2022	—		—
Capital lease and other financing obligations			38,245		37,983
Total debt			1,711,256		1,676,499
Less: current portion of long-term debt			(1,990)		(1,959)
Total long-term debt			$	1,709,266	$	1,674,540

(a) As of March 31, 2019, the Company had no outstanding principal borrowings remaining on the Canadian ABL Facility and $2.7 million of related debt issuance costs. As there were no principal borrowings outstanding on the Canadian ABL Facility as of March 31, 2019, $2.7 million of debt issuance costs related to that facility are included in other non-current assets on the unaudited condensed consolidated balance sheet. As of December 31, 2018, the Company had $0.9 million of outstanding principal borrowings on the Canadian ABL Facility and $2.9 million of related debt issuance costs. $0.9 million of the related debt issuance costs are recorded as a direct offset against the principal of the Canadian ABL Facility and the remaining $2.0 million, in excess of principal, has been included in other non-current assets on the condensed consolidated balance sheet.

The Company is subject to various covenants and restrictions for the ABL Facility, the 2022 Secured Notes, the 2023 Secured Notes and the Unsecured Notes, as defined below. The Company is in compliance with all covenants related to debt as of March 31, 2019 and December 31, 2018, respectively.

ABL Facility

On November 29, 2017, WS Holdings, WSII and certain of its subsidiaries entered into an ABL credit agreement (the “ABL Facility”), as amended in July and August 2018, that provides a senior secured revolving credit facility that matures on May 29, 2022.

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

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

At March 31, 2019, the weighted average interest rate for borrowings under the ABL Facility was 4.99%. The weighted average interest rate on the balance outstanding, as adjusted for the effects of the interest rate swap agreements was 5.24%. Refer to Note 13 for a more detailed discussion on interest rate management.

At March 31, 2019, the Borrowers had $468.9 million of available borrowing capacity under the ABL Facility, including $328.9 million under the US ABL Facility and $140.0 million under the Canadian ABL Facility. At December 31, 2018, the Borrowers had $532.6 million of available borrowing capacity under the ABL Facility, including $393.5 million under the US ABL Facility and $139.1 million under the Canadian ABL Facility.

The Company had issued $13.0 million of standby letters of credit under the ABL Facility at March 31, 2019 and December 31, 2018. At March 31, 2019, letters of credit and guarantees carried fees of 2.625%.

The Company had $910.5 million and $879.4 million in outstanding principal under the ABL Facility at March 31, 2019 and December 31, 2018, respectively.

Debt issuance costs and discounts of $23.3 million and $26.0 million are included in the carrying value of the ABL Facility at March 31, 2019 and December 31, 2018, respectively.

2022 Senior Secured Notes

In connection with the closing of the Business Combination, WSII issued $300.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured Notes”) under an indenture dated November 29, 2017, entered into by and among WSII, the guarantors named therein (the "Note Guarantors"), and Deutsche Bank Trust

Company Americas, as trustee and as collateral agent. Interest is payable semi-annually on June 15 and December 15, beginning June 15, 2018.

Unamortized debt issuance costs pertaining to the 2022 Secured Notes was $7.3 million and $7.7 million as of March 31, 2019 and December 31, 2018, respectively.

2023 Senior Secured Notes

On August 6, 2018, a special purpose subsidiary of WSII completed a private offering of $300.0 million in aggregate principal amount of its 6.875% senior secured notes due August 15, 2023 (the “2023 Secured Notes”, and together with the 2022 Secured Notes, the "Senior Secured Notes"). The issuer entered into an indenture dated August 6, 2018 with Deutsche Bank Trust Company Americas, as trustee, which governs the terms of the 2023 Secured Notes. In connection with the ModSpace acquisition, the issuer merged with and into WSII and WSII assumed the 2023 Secured Notes. Interest is payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019.

Unamortized debt issuance costs and discounts pertaining to the 2023 Secured Notes were $5.9 million and $6.1 million as of March 31, 2019 and December 31, 2018, respectively.

2023 Senior Unsecured Notes

On August 3, 2018, a special purpose subsidiary of WSII completed a private offering of $200.0 million in aggregate principal amount of its senior unsecured notes due November 15, 2023 (the “Unsecured Notes”). The issuer entered into an indenture with Deutsche Bank Trust Company Americas, as trustee, which governs the terms and conditions of the Unsecured Notes. In connection with the ModSpace acquisition, the issuer merged with and into WSII and WSII assumed the Unsecured Notes.

If paid in cash, the Unsecured Notes bear interest at a rate of 10% per annum, on or before February 15, 2021, and at an increased rate per annum of 12.5% thereafter. Interest is payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019.

Unamortized debt issuance costs and discounts pertaining to the Unsecured Notes were $1.0 million and $1.1 million as of March 31, 2019 and December 31, 2018, respectively.

Capital Lease and Other Financing Obligations

The Company’s capital lease and financing obligations primarily consisted of $38.2 million and $37.9 million under sale-leaseback transactions and $0.1 million and $0.1 million of capital leases at March 31, 2019 and December 31, 2018, respectively. The Company’s capital lease and financing obligations are presented net of $1.5 million and $1.6 million of debt issuance costs at March 31, 2019 and December 31, 2018, respectively. The Company’s capital leases primarily relate to real estate, equipment and vehicles and have interest rates ranging from 1.2% to 11.9%.

Equity

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Equity

Common Stock and Warrants

Common Stock

In connection with the stock compensation vesting event described in Note 12, the Company issued 184,212 shares of common stock during the three months ended March 31, 2019.

Warrants

Double Eagle issued warrants to purchase its common stock as components of units sold in its initial public offering (the “Public Warrants”). Double Eagle also issued warrants to purchase its common stock in a private placement concurrently with its initial public offering (the “Private Warrants,” and together with the Public Warrants, the "2015 Warrants").

At March 31, 2019, 24,367,867 of the 2015 Warrants and 9,999,579 of the 2018 Warrants were outstanding.

Registration Statements

On February 12, 2019, a registration statement filed by WillScot with the SEC became effective. Under the shelf registration statement, 562,542 shares of WillScot Class A common stock issued to the former ModSpace shareholders, 8,914,969 2018 Warrants and up to 9,999,579 new WillScot Class A shares issuable upon the exercise of the 2018 Warrants were registered for resale.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the three months ended March 31, 2019 and 2018 were as follows:


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2018	$	(62,608)	$	(5,418)	$	(68,026)
Total other comprehensive income (loss) prior to reclassifications	4,115		(2,636)		1,479
Reclassifications to the statements of operations	—		435		435
Less other comprehensive (income) loss attributable to non-controlling interest	(364)		198		(166)
Balance at March 31, 2019	$	(58,857)	$	(7,421)	$	(66,278)


(in thousands)	Foreign Currency Translation Adjustment		Unrealized losses on hedging activities		Total
Balance at December 31, 2017	$	(49,497)	$	—	$	(49,497)
Total other comprehensive income prior to reclassifications	263		—		263
Reclassifications to accumulated deficit^(a)	(2,540)		—		(2,540)
Less other comprehensive income attributable to non-controlling interest	(24)		—		(24)
Balance at March 31, 2018	$	(51,798)	$	—	$	(51,798)

(a) In the first quarter of 2018, the Company elected to early adopt ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which resulted in a discrete reclassification of $2.5 million from accumulated other comprehensive loss to accumulated deficit effective January 1, 2018.

For the three months ended March 31, 2019, $0.6 million was reclassified from AOCL into the consolidated statement of operations within interest expense related to the interest rate swaps discussed in Note 13. The Company recorded a tax benefit of $0.1 million associated with this reclassification.

Non-Controlling Interest

The changes in the non-controlling interest for the three months ended March 31, 2019 and 2018 were as follows:


	Three Months Ended March 31,
(in thousands)	2019		2018
Balance at beginning of the period	$	63,982	$	48,931
Net loss attributable to non-controlling interest	(860)		(648)
Other comprehensive income	166		24
Balance at end of the period	$	63,288	$	48,307

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe Company recorded approximately $0.4 million of income tax expense and $0.4 million of income tax benefit for the three months ended March 31, 2019 and 2018, respectively. The Company’s effective tax rate for the three months ended March 31, 2019 and 2018 was (3.5)% and 5.8%, respectively. The Company did not recognize a tax benefit for loss from operations as of March 31, 2019 as it is not likely that the benefit is realizable. A tax benefit will be recognized only when there is sufficient income to support realizability.In addition, the Company also recognized $0.4 million of tax expense and $0.4 million of tax benefit for the three months ended March 31, 2019 and 2018, respectively, discrete to the quarter related to matters accounted for as a period cost.

Fair Value Measures

3 Months Ended

Mar. 31, 2019

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 has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, capital lease and other financing obligations, and other current liabilities approximate their carrying amounts.

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


	March 31, 2019														December 31, 2018
	Carrying Amount		Fair Value										Carrying Amount		Fair Value
(in thousands)					Level 1		Level 2		Level 3						Level 1		Level 2	Level 3
Financial liabilities not measured at fair value
US ABL Facility	$	887,245	$	—	$	910,500	$	—	$	853,409	$	—	$	878,500	$	—
Canadian ABL Facility	—		—		—		—		—		—		918		—
2022 Secured Notes	292,674		—		309,486		—		292,258		—		297,027		—
2023 Secured Notes	294,123		—		300,420		—		293,918		—		288,633		—
Unsecured Notes	198,969		—		198,710		—		198,931		—		197,462		—
Total	$	1,673,011	$	—	$	1,719,116	$	—	$	1,638,516	$	—	$	1,662,540	$	—

The carrying value of the US ABL Facility, the Canadian ABL Facility, the 2022 Secured Notes, the 2023 Secured Notes and the Unsecured Notes includes $23.3 million, $0.0 million, $7.3 million, $5.9 million and $1.0 million, respectively, of unamortized debt issuance costs as of March 31, 2019, which are presented as a direct reduction of the corresponding liability. The carrying value of the US ABL Facility, the Canadian ABL Facility and the 2022 Secured Notes, the 2023 Secured Notes and the Unsecured Notes includes $25.1 million, $0.9 million, $7.7 million, $6.1 million and $1.1 million, respectively of unamortized debt issuance costs for the year ended December 31, 2018, which are presented as a direct reduction of the corresponding liability.

There were no transfers of financial instruments between the three levels of the fair value hierarchy during the three months ended March 31, 2019 and 2018. The carrying value of the US and Canadian ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair value of the 2022 Secured Notes, the 2023 Secured Notes and the Unsecured Notes is based on their last trading price at the end of each period obtained from a third party. The location and the fair value of derivative assets and liabilities designated as hedges in the consolidated balance sheet are disclosed in Note 13.

- 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

3 Months Ended

Mar. 31, 2019

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”). Our restructuring plans are generally country or region specific and are typically completed within a one year period. Restructuring costs incurred under these plans include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other related costs associated with exit or disposal activities including, but not limited to, costs for consolidating or closing facilities. Costs related to the integration of acquired businesses that do not meet the definition of restructuring under ASC 420, such as employee training costs, duplicate facility costs, and professional services expenses, are included within SG&A.

The Company incurred costs associated with restructuring plans designed to streamline operations and reduce costs of $6.0 million and $0.6 million net of reversals, during the three months ended March 31, 2019 and 2018, respectively. The following is a summary of the activity in the Company’s restructuring accruals for three months ended March 31, 2019 and 2018:


	Three Months Ended March 31,
(in thousands)	2019										2018
	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period	$	4,544	$	971	$	5,515	$	227	$	—	$	227
Charges	1,507		4,446		5,953		628		—		628
Cash payments	(3,228)		(1,144)		(4,372)		(96)		—		(96)
Foreign currency translation	24		—		24		(4)		—		(4)
Non-cash movements	—		(21)		(21)		—		—		—
Balance at end of period	$	2,847	$	4,252	$	7,099	$	755	$	—	$	755

The restructuring charges for the three months ended March 31, 2019 relate primarily to employee termination costs and lease exit costs in connection with the integration of ModSpace. The Company initiated certain restructuring plans associated with the ModSpace acquisition in order to capture operating synergies as a result of integrating ModSpace into WillScot. The restructuring activities under this primarily include the termination of leases for duplicative branches and corporate facilities and the termination of employees in connection with the consolidation of these overlapping facilities and

functions within our existing business. The Company is still in the process of evaluating all acquired facilities. The Company anticipates that the remaining actions contemplated under the accruals of $2.8 million and $4.3 million for employee termination costs and facility exit costs, as of March 31, 2019, will be substantially completed by the end of the second quarter of 2019 and the end of the fourth quarter of 2023, respectively.

The restructuring charges for the three months ended March 31, 2018 primarily relate to employee termination costs in connection with the integration of Tyson and Acton Mobile ("Acton"), which we acquired in the fourth quarter of 2017. As part of the restructuring plan, certain employees were required to render future service in order to receive their termination benefits. The termination costs associated with these employees was recognized over the period from the date of communication of termination to the employee to the actual date of termination.

Segments

The $6.0 million and $0.6 million of restructuring charges for the three months ended March 31, 2019 and 2018 includes: $5.3 million and $0.6 million of charges pertaining to the Modular - US segment; $0.7 million and $0.0 million of charges pertaining to the Modular - Other North America segment.

Stock-Based Compensation	3 Months Ended
Stock-Based Compensation	Mar. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	Stock-Based Compensation During the three months ended March 31, 2019, 478,400 time-based restricted stock units ("Time-Based RSUs") and 302,182 market-based restricted stock units ("Market-Based RSUs", and together with the Time-Based RSUs, the "RSUs") were granted under the WillScot Corporation 2017 Incentive Award Plan (the "Plan"). No restricted stock awards ("RSAs") or stock option awards were granted during the period. During the three months ended March 31, 2019, 27,675 RSAs, 213,180 Time-Based RSUs, and 147,313 stock options vested, resulting in the issuance of 184,212 shares of common stock, net of 56,643 shares withheld to cover taxes. No RSAs, Time-Based RSUs, Market-Based RSUs or stock options were forfeited during the three months ended March 31, 2019. At March 31, 2019, 44,378 RSAs, 1,117,953 Time-Based RSUs, 302,182 Market-Based RSUs, and 441,944 stock options were unvested, with weighted-average grant date fair values of $16.80, $12.78, $13.22, and $5.51, respectively. Restricted Stock Awards Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million and $0.0 million for the three months ended March 31, 2019 and 2018, respectively, with associated tax benefits of $0.1 million and $0.0 million for the three months ended March 31, 2019 and 2018, respectively. At March 31, 2019, there was $0.3 million of unrecognized compensation cost related to RSAs and is expected to be recognized over a remaining period of 0.4 years. Time-Based Restricted Stock Units Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $0.8 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively, with associated tax benefits of $0.2 million and $0.0 million for the three months ended March 31, 2019 and 2018, respectively. At March 31, 2019, unrecognized compensation cost related to Time-Based RSUs totaled $14.2 million and is expected to be recognized over a remaining period of 3.4 years. Market-Based Restricted Stock Units On March 21, 2019, the Compensation Committee of the Board of Directors granted 302,182 Market-Based RSUs which vest based on the achievement of the Company’s relative total stockholder return ("TSR") of its common stock as compared to the TSR of the constituents of the Russell 3000 Index at grant date over the three-year period performance period. The target number of Market-Based RSUs may be adjusted from 0% to 150% based on the TSR attainment levels defined by the Compensation Committee. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from zero (for performance less than the 25% percentile) to 150% (for performance at or above the 75% percentile). Vesting is also subject to continued service requirements through the vesting date. Each Market-Based RSU represents a contingent right to receive one share upon vesting of the Company’s Class A common stock, or its cash equivalent, as determined by the Compensation Committee. The Market-Based RSUs were valued based on a Monte Carlo simulation model to reflect the impact of the Market-Based RSU market condition, resulting in a grant-date fair value per Market-Based RSU of $13.22. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Market-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. Compensation expense for Market-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $0.1 million and $0.0 million for the three months ended March 31, 2019 and 2018, respectively, with associated tax benefits of $0.0 million for the three months ended March 31, 2019 and 2018. At March 31, 2019, unrecognized compensation cost related to Market-Based RSUs totaled $3.9 million and is expected to be recognized over a remaining period of 3.0 years. Stock Option Awards Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.2 million and $0.0 million for the three months ended March 31, 2019 and 2018, respectively, with associated tax benefits of $0.0 million for the three months ended March 31, 2019 and 2018. At March 31, 2019, unrecognized compensation cost related to stock option awards totaled $2.4 million and is expected to be recognized over a remaining period of 3.0 years.

Derivatives

3 Months Ended

Mar. 31, 2019

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 ABL Facility into fixed-rate debt. The Swap Agreement will terminate on May 29, 2022, at the same time the Company’s ABL Facility matures. The Swap Agreement contains customary representations, warranties and covenants and may be terminated prior to its expiration.

The Swap Agreement was designated and qualified as a hedge of the Company’s exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on the ABL Facility. Although no significant ineffectiveness is expected with this hedging strategy, the effectiveness of the interest rate swaps is evaluated on a quarterly basis. The Company did not have any derivative financial instruments for the three months ended March 31, 2018.

The following table summarizes the outstanding interest rate swap arrangement as of March 31, 2019:


	Aggregate Notional Amount (in millions)		Receive Rate	Pay Rate		Receive Rate as of March 31, 2019		Receive Rate as of December 31, 2018
US ABL Facility	$	400.0	1 month LIBOR	3.06	%	2.49	%	2.44	%

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


(in thousands)	Balance Sheet Location	March 31, 2019		December 31, 2018
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	2,314	$	1,709
Interest rate swap	Other long-term liabilities	$	8,451	$	6,192

Cash flows from derivative instruments are presented within net cash provided by operating activities in the consolidated statements of cash flows.

The fair value of the interest rate swap is based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflects the amount that the Company would receive or pay as of March 31, 2019 and December 31, 2018, 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”), AOCL and the Company’s statement of operations for the three months ended March 31, 2019.


(in thousands)	Loss Recognized in OCI		Location of Gain (Loss) Recognized in Income	Loss Reclassified from AOCL into Income (Effective Portion)		(Loss) Gain Recognized in Income (Ineffective Portion)
Interest rate swap	$	(2,874)	Interest expense, net	$	(568)	$	—

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is involved in various lawsuits or claims in the ordinary course of business. Management is of the opinion that there is no pending claim or lawsuit which, if adversely determined, would have a material effect on the Company’s financial condition, results of operations or cash flows.

Segment Reporting

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Segment Reporting

Subsequent to the Business Combination, the Company historically has operated in one principal line of business: modular leasing and sales.

Modular leasing and sales is comprised of two operating segments: US and Other North America. The US modular operating segment (“Modular - US”) consists of the contiguous 48 states and Hawaii. The Other North America operating segment (“Modular - Other North America”) consists of Alaska, Canada and Mexico. Total assets for each reportable segment are not available because the Company utilizes a centralized approach to working capital management. Transactions between reportable segments are not significant.

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

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

Reportable Segments

The following tables set forth certain information regarding each of the Company’s reportable segments for the three months ended March 31, 2019 and 2018, respectively.

The CODM evaluates business segment performance on Adjusted EBITDA, a non-GAAP measure that excludes certain items as described in the reconciliation of the Company’s consolidated net loss to Adjusted EBITDA reconciliation below. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company.


	Three Months Ended March 31, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	162,800	$	15,422	$	178,222
Modular delivery and installation	46,282		3,999		50,281
Sales:
New units	14,023		881		14,904
Rental units	8,371		3,230		11,601
Total Revenues	$	231,476	$	23,532	$	255,008

Costs:
Cost of leasing and services:
Modular leasing	$	43,883	$	3,352	$	47,235
Modular delivery and installation	39,751		3,592		43,343
Cost of sales:
New units	10,250		628		10,878
Rental units	5,869		1,926		7,795
Depreciation of rental equipment	36,473		4,630		41,103
Gross profit	$	95,250	$	9,404	$	104,654
Other selected data:
Adjusted EBITDA	$	76,768	$	7,740	$	84,508
Selling, general and administrative expense	$	66,405	$	7,080	$	73,485
Other depreciation and amortization	$	2,726	$	278	$	3,004
Capital expenditures for rental fleet	$	49,921	$	1,952	$	51,873


	Three Months Ended March 31, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	87,948	$	9,314	$	97,262
Modular delivery and installation	23,970		2,280		26,250
Sales:
New units	6,815		613		7,428
Rental units	3,354		457		3,811
Total Revenues	$	122,087	$	12,664	$	134,751

Costs:
Cost of leasing and services:
Modular leasing	$	25,057	$	2,105	$	27,162
Modular delivery and installation	22,940		2,581		25,521
Cost of sales:
New units	4,566		421		4,987
Rental units	2,029		286		2,315
Depreciation of rental equipment	20,687		3,158		23,845
Gross profit	$	46,808	$	4,113	$	50,921
Other selected data:
Adjusted EBITDA	$	32,612	$	2,880	$	35,492
Selling, general and administrative expense	$	40,821	$	4,393	$	45,214
Other depreciation and amortization	$	2,205	$	231	$	2,436
Capital expenditures for rental fleet	$	30,524	$	1,560	$	32,084

The following tables present a reconciliation of the Company’s (loss) income from operations before income tax to Adjusted EBITDA by segment for the three months ended March 31, 2019 and 2018, respectively:


	Three Months Ended March 31, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
(Loss) income from operations before income taxes	$	(11,122)	$	339	$	(10,783)
Interest expense	31,236		736		31,972
Depreciation and amortization	39,199		4,908		44,107
Currency gains, net	(130)		(186)		(316)
Goodwill and other impairments	1,801		489		2,290
Restructuring costs	5,274		679		5,953
Integration costs	9,352		786		10,138
Stock compensation expense	1,290		—		1,290
Other income	(132)		(11)		(143)
Adjusted EBITDA	$	76,768	$	7,740	$	84,508


	Three Months Ended March 31, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Loss from operations before income taxes	$	(5,308)	$	(1,947)	$	(7,255)
Interest expense	11,160		559		11,719
Depreciation and amortization	22,892		3,389		26,281
Currency losses, net	157		867		1,024
Restructuring costs	618		10		628
Integration costs	2,630		—		2,630
Stock compensation expense	121		—		121
Other expense	342		2		344
Adjusted EBITDA	$	32,612	$	2,880	$	35,492

Loss Per Share	3 Months Ended
Loss Per Share	Mar. 31, 2019
Earnings Per Share [Abstract]
Loss Per Share	Loss Per Share Basic loss per share (“LPS”) is calculated by dividing net loss attributable to WillScot by the weighted average number of Class A common shares outstanding during the period. The common shares issued a result of the vesting of RSUs and RSAs as of March 31, 2019, were included in LPS based on the weighted average number of days in which they were vested and outstanding during the period. Concurrently with the Business Combination, 12,425,000 of WillScot's Class A common shares were placed into escrow by shareholders and became ineligible to vote or participate in the economic rewards available to the other Class A shareholders. Escrowed shares were therefore excluded from the LPS calculation while deposited in the escrow account. 6,212,500 of the escrowed shares were released to shareholders on January 19, 2018, and the remaining escrowed shares were released to shareholders on August 21, 2018. Class B common shares have no rights to dividends or distributions made by the Company and, in turn, are excluded from the LPS calculation. Diluted LPS is computed similarly to basic LPS, except that it includes the potential dilution that could occur if dilutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive. Stock options, Time-Based RSUs, Market-Based RSUs, and RSAs, representing 441,944, 1,117,953, 302,182, and 44,378 shares of Class A common stock outstanding for the three months ended March 31, 2019, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Warrants representing 22,183,513 shares of Class A shares for the three months ended March 31, 2019, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Pursuant to the exchange agreement entered into by WS Holding's shareholders, Sapphire has the right, but not the obligation, to exchange all, but not less than all, of its shares of WS Holdings into newly issued shares of WillScot’s Class A common stock in a private placement transaction. The impact of this exchange has been excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive.

Related Parties

3 Months Ended

Mar. 31, 2019

Related Parties

Related party balances included in the Company’s consolidated balance sheet at March 31, 2019 and December 31, 2018, consisted of the following:


(in thousands)	Financial statement line Item	March 31, 2019		December 31, 2018
Receivables due from affiliates	Prepaid expenses and other current assets	$	24	$	122
Amounts due to affiliates	Accrued liabilities	(475)		(1,379)
	Total related party liabilities, net	$	(451)	$	(1,257)

On November 29, 2017, in connection with the closing of the Business Combination, the Company, WSII, WS Holdings and the Algeco Group entered into a transition services agreement (the “TSA”). The Company had $0.0 million and $0.1 million in receivables due from affiliates pertaining to the TSA at March 31, 2019 and December 31, 2018, respectively.

The Company accrued expenses of $0.5 million and $1.2 million at March 31, 2019 and December 31, 2018, respectively, included in amounts due to affiliates, related to rental equipment purchases from an affiliate of the Algeco Group.

Related party transactions included in the Company’s consolidated statement of operations for the three months ended March 31, 2019 and 2018, respectively, consisted of the following:


		Three Months Ended March 31,
(in thousands)	Financial statement line item	2019		2018
Leasing revenue from related parties	Modular leasing revenue	$	74	$	292
	Total related party income, net	$	74	$	292

The Company had capital expenditures of rental equipment purchased from related party affiliates of $1.5 million and $1.3 million for three months ended March 31, 2019 and 2018, respectively.

The Company paid $0.6 million and $0.6 million in professional fees to an entity, that two of the Company’s Directors also served in the same role for that entity, during the three months ended March 31, 2019 and 2018, respectively.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, the results of operations and cash flows, for the interim periods presented. The results of operations for the three months ended March 31, 2019 and 2018 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in WillScot's Annual Report on Form 10-K for the year ended December 31, 2018.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated.
Recently Issued and Adopted Accounting Standards	Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326), which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to these financial assets should be recorded through an allowance for credit losses. The new standard is effective for non-public entities for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted for all entities for the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company continues to evaluate the impacts of adopting the standard on the financial statements and will adopt the standard within the required adoption period. Adoption of the new standard would be required sooner if WillScot loses EGC eligibility earlier than anticipated. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASC 842"). This guidance revises existing practice related to accounting for leases under ASC Topic 840, Leases (“ASC 840”) for both lessees and lessors. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for non-public entities for fiscal years beginning after December 15, 2019 and interim periods within those annual periods using a modified retrospective transition approach. Early adoption is permitted for all entities. However, based on WillScot's expectation that it will cease to be an EGC as of December 31, 2019, the Company plans to adopt the new standard no later than in the fourth quarter of 2019. Adoption of the new standard could be required earlier in 2019 if WillScot loses EGC status earlier than anticipated. The Company is currently in the process of assessing the potential impact this guidance may have on its financial position, results of operations and cash flows, including which of its existing lease arrangements will be impacted by the new guidance and whether other arrangements that are not currently classified as leases may become subject to the guidance. The Company plans to take advantage of the transition package of practical expedients permitted within the new standard which, among other things, allows the historical lease classification to be carried forward. Additionally, the Company is implementing a lease management system to assist in the accounting and is evaluating additional changes to its processes and internal controls to ensure the new reporting and disclosure requirements are met upon adoption. Additionally, as discussed in Note 3, most of the Company's equipment rental revenues will be accounted for under the current lease accounting standard, ASC 840, until the adoption of the new lease accounting standard ASC 842. The Company is continuing to evaluate the impact of adopting ASC 842 on the Company's accounting for equipment rental revenue. Recently Adopted Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. In June 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments to clarify how certain cash receipts and payments are presented in the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2018. The Company adopted this standard as of January 1, 2019, with no impact to the financial statements for the period ended March 31, 2019. In May 2017, the FASB issued ASU 2017-10, Determining the Customer of the Operation Services, to clarify how operating entities should determine the customer of the operation services for transactions within the scope of ASC 853, Service Concession Arrangements. The guidance is effective for annual periods beginning after December 15, 2018, and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company adopted this guidance concurrently with the adoption of ASU 2014-09 using a modified retrospective transition approach. In August 2018, the SEC adopted the final rule under Release No. 33-10532 Disclosure Update and Simplification, to eliminate or modify certain disclosure rules that are redundant, outdated, or duplicative of GAAP or other regulatory requirements. The amendments provide that disclosure requirements related to the analysis of shareholders' equity are expanded for interim financial statements. An analysis of the changes in each caption of shareholders' equity presented in the balance sheet must be provided in a note or separate statement, as well as the amount of dividends per share for each class of shares. The Company has provided this disclosure beginning in the first quarter of 2019 within the condensed consolidated statements of changes in equity. Revenue In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("Topic 606"). Topic 606, along with its subsequent related updates prescribe a single comprehensive model for entities to use in the accounting for revenue arising from contracts with customers. The core principle contemplated by this new standard was that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. On January 1, 2019, the Company adopted the guidance, and all subsequent updates to this guidance, using the modified retrospective transition approach to those contracts which were not completed as of January 1, 2019. The comparative financial statement information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of the guidance did not have a material impact on the Company's consolidated balance sheet as of January 1, 2019. The Company's accounting for equipment rental revenue is primarily outside the scope of this new revenue guidance and will be evaluated under the new lease guidance, which is described further under the subheading Recently Issued Accounting Standards above. See Note 3 for further discussion.

Acquisitions and Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the key inputs utilized to determine the fair value of the Stock Consideration and 2018 Warrants included within the purchase price of ModSpace.


	Stock Consideration fair value inputs		2018 Warrants fair value inputs
Expected volatility	28.6	%	35.0	%
Risk-free rate of interest	2.2	%	2.7	%
Dividend yield	—	%	—	%
Expected life (years)	0.5		4.3

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, August 15, 2018, and adjustments made to these balances during the allowable measurement period.


(in thousands)	Preliminary Balance		Adjustments		Balance at March 31, 2019
Trade receivables, net (a)	$	81,320	$	(721)	$	80,599
Prepaid expenses and other current assets	17,342		306		17,648
Inventories	4,757		—		4,757
Rental equipment	853,986		278		854,264
Property, plant and equipment	110,413		4,759		115,172
Intangible assets:
Favorable leases (b)	3,976		—		3,976
Trade name (b)	3,000		—		3,000
Deferred tax assets, net	1,855		—		1,855
Total identifiable assets acquired	$	1,076,649	$	4,622	$	1,081,271

Accrued liabilities	$	31,551	$	(407)	$	31,144
Accounts payable	37,678		301		37,979
Deferred revenue and customer deposits	15,938		—		15,938
Total liabilities assumed	$	85,167	$	(106)	$	85,061

Total goodwill (c)	$	215,764	$	(4,728)	$	211,036

(a) The fair value of accounts receivable was $80.6 million and the gross contractual amount was $86.1 million. The Company estimated that $5.5 million is uncollectible.

(b) The trade name has an estimated useful life of 3 years. The favorable lease asset has an estimated useful life of 6 years.

Business Acquisition, Pro Forma Information


(in thousands)	Three Months Ended March 31, 2018
WillScot revenues	$	134,751
ModSpace revenues	109,347
Pro forma revenues	$	244,098

WillScot pre-tax loss	$	(7,255)
ModSpace pre-tax gain	732
Pre-tax loss before pro forma adjustments	(6,523)
Pro forma adjustments to combined pre-tax loss:
Impact of fair value mark-ups/useful life changes on depreciation (a)	(3,001)
Intangible asset amortization (b)	(250)
Interest expense (c)	(16,425)
Elimination of ModSpace interest (d)	7,773
Pro forma pre-tax loss (e)	(18,426)
Income tax benefit (g)	(1,069)
Pro forma net loss	$	(17,357)

(b) Amortization of the trade name acquired in ModSpace acquisition.

(d) Interest on ModSpace historic debt was eliminated.

(e) Pro forma pre-tax loss includes $0.6 million and $2.6 million of restructuring expense and integration costs incurred by WillScot for the three months ended March 31, 2018.

(g) The pro forma tax rate applied to the ModSpace pre-tax loss is the same as the WillScot effective rate for the period.

Revenue (Tables)

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company had total revenue in the following geographic areas for the three months ended March 31:


	Three Months Ended March 31,
(in thousands)	2019		2018
US	$	232,767	123,120
Canada	18,217		8,167
Mexico	4,024		3,464
Total	$	255,008	134,751

Disaggregation of Revenue

The Company’s revenue by major product and service line for the three months ended March 31 is as follows:


	Three Months Ended March 31,
	2019		2018
(in thousands)	Total		Total
Modular space leasing revenue	$	123,552	$	67,244
Portable storage leasing revenue	6,240		4,932
VAPS (a)	37,392		19,449
Other leasing-related revenue (b)	11,038		5,637
Modular leasing revenue	178,222		97,262
Modular delivery and installation revenue	50,281		26,250
Total leasing and services revenue	228,503		123,512
Sale of new units	14,904		7,428
Sale of rental units	11,601		3,811
Total revenues	$	255,008	$	134,751

(a) Includes $3.8 million and $2.3 million of VAPS service revenue for the three months ended March 31, 2019 and 2018, respectively.

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

Inventories (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventories

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


(in thousands)	March 31, 2019		December 31, 2018
Raw materials and consumables	$	17,358	$	16,022
Work in process	54		196
Total inventories	$	17,412	$	16,218

Rental Equipment, net (Tables)

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Schedule of Rental Equipment, Net

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


(in thousands)	March 31, 2019		December 31, 2018
Modular units and portable storage	$	2,371,173	$	2,333,776
Value added products	98,333		90,526
Total rental equipment	2,469,506		2,424,302
Less: accumulated depreciation	(528,889)		(495,012)
Rental equipment, net	$	1,940,617	$	1,929,290

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill activity

Changes in the carrying amount of goodwill were as follows:


(in thousands)	Modular – US		Modular – Other North America		Total
Balance at January 1, 2018	$	28,609	$	—	$	28,609
Acquisition of a business	183,711		35,128		218,839
Changes to preliminary purchase price allocations	944		—		944
Effects of movements in foreign exchange rates	—		(1,375)		(1,375)
Balance at December 31, 2018	213,264		33,753		247,017
Acquisition of businesses	—		—		—
Changes to preliminary purchase price allocations	(4,496)		(226)		(4,722)
Effects of movements in foreign exchange rates	—		689		689
Balance at March 31, 2019	$	208,768	$	34,216	$	242,984

Debt (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Debt

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


(in thousands, except rates)	Interest rate	Year of maturity	March 31, 2019		December 31, 2018
2022 Secured Notes	7.875%	2022	$	292,674	$	292,258
2023 Secured Notes	6.875%	2023	294,123		293,918
Unsecured Notes	10.000%	2023	198,969		198,931
US ABL Facility	Varies	2022	887,245		853,409
Canadian ABL Facility (a)	Varies	2022	—		—
Capital lease and other financing obligations			38,245		37,983
Total debt			1,711,256		1,676,499
Less: current portion of long-term debt			(1,990)		(1,959)
Total long-term debt			$	1,709,266	$	1,674,540

- 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.

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+ Details

Equity (Tables)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the three months ended March 31, 2019 and 2018 were as follows:


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2018	$	(62,608)	$	(5,418)	$	(68,026)
Total other comprehensive income (loss) prior to reclassifications	4,115		(2,636)		1,479
Reclassifications to the statements of operations	—		435		435
Less other comprehensive (income) loss attributable to non-controlling interest	(364)		198		(166)
Balance at March 31, 2019	$	(58,857)	$	(7,421)	$	(66,278)


(in thousands)	Foreign Currency Translation Adjustment		Unrealized losses on hedging activities		Total
Balance at December 31, 2017	$	(49,497)	$	—	$	(49,497)
Total other comprehensive income prior to reclassifications	263		—		263
Reclassifications to accumulated deficit^(a)	(2,540)		—		(2,540)
Less other comprehensive income attributable to non-controlling interest	(24)		—		(24)
Balance at March 31, 2018	$	(51,798)	$	—	$	(51,798)

Schedule of Noncontrolling Interest

The changes in the non-controlling interest for the three months ended March 31, 2019 and 2018 were as follows:


	Three Months Ended March 31,
(in thousands)	2019		2018
Balance at beginning of the period	$	63,982	$	48,931
Net loss attributable to non-controlling interest	(860)		(648)
Other comprehensive income	166		24
Balance at end of the period	$	63,288	$	48,307

Fair Value Measures (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Carrying Amounts and Fair Values of Financial Assets and Liabilities

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


	March 31, 2019														December 31, 2018
	Carrying Amount		Fair Value										Carrying Amount		Fair Value
(in thousands)					Level 1		Level 2		Level 3						Level 1		Level 2	Level 3
Financial liabilities not measured at fair value
US ABL Facility	$	887,245	$	—	$	910,500	$	—	$	853,409	$	—	$	878,500	$	—
Canadian ABL Facility	—		—		—		—		—		—		918		—
2022 Secured Notes	292,674		—		309,486		—		292,258		—		297,027		—
2023 Secured Notes	294,123		—		300,420		—		293,918		—		288,633		—
Unsecured Notes	198,969		—		198,710		—		198,931		—		197,462		—
Total	$	1,673,011	$	—	$	1,719,116	$	—	$	1,638,516	$	—	$	1,662,540	$	—

Restructuring (Tables)

3 Months Ended

Mar. 31, 2019

Restructuring and Related Activities [Abstract]

Summary of Activities in the Restructuring Accruals

he following is a summary of the activity in the Company’s restructuring accruals for three months ended March 31, 2019 and 2018:


	Three Months Ended March 31,
(in thousands)	2019										2018
	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period	$	4,544	$	971	$	5,515	$	227	$	—	$	227
Charges	1,507		4,446		5,953		628		—		628
Cash payments	(3,228)		(1,144)		(4,372)		(96)		—		(96)
Foreign currency translation	24		—		24		(4)		—		(4)
Non-cash movements	—		(21)		(21)		—		—		—
Balance at end of period	$	2,847	$	4,252	$	7,099	$	755	$	—	$	755

(Tables)

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Agreements

The following table summarizes the outstanding interest rate swap arrangement as of March 31, 2019:


	Aggregate Notional Amount (in millions)		Receive Rate	Pay Rate		Receive Rate as of March 31, 2019		Receive Rate as of December 31, 2018
US ABL Facility	$	400.0	1 month LIBOR	3.06	%	2.49	%	2.44	%

Schedule of Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet

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


(in thousands)	Balance Sheet Location	March 31, 2019		December 31, 2018
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	2,314	$	1,709
Interest rate swap	Other long-term liabilities	$	8,451	$	6,192

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


(in thousands)	Loss Recognized in OCI		Location of Gain (Loss) Recognized in Income	Loss Reclassified from AOCL into Income (Effective Portion)		(Loss) Gain Recognized in Income (Ineffective Portion)
Interest rate swap	$	(2,874)	Interest expense, net	$	(568)	$	—

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

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+ Details

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables set forth certain information regarding each of the Company’s reportable segments for the three months ended March 31, 2019 and 2018, respectively.


	Three Months Ended March 31, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	162,800	$	15,422	$	178,222
Modular delivery and installation	46,282		3,999		50,281
Sales:
New units	14,023		881		14,904
Rental units	8,371		3,230		11,601
Total Revenues	$	231,476	$	23,532	$	255,008

Costs:
Cost of leasing and services:
Modular leasing	$	43,883	$	3,352	$	47,235
Modular delivery and installation	39,751		3,592		43,343
Cost of sales:
New units	10,250		628		10,878
Rental units	5,869		1,926		7,795
Depreciation of rental equipment	36,473		4,630		41,103
Gross profit	$	95,250	$	9,404	$	104,654
Other selected data:
Adjusted EBITDA	$	76,768	$	7,740	$	84,508
Selling, general and administrative expense	$	66,405	$	7,080	$	73,485
Other depreciation and amortization	$	2,726	$	278	$	3,004
Capital expenditures for rental fleet	$	49,921	$	1,952	$	51,873


	Three Months Ended March 31, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	87,948	$	9,314	$	97,262
Modular delivery and installation	23,970		2,280		26,250
Sales:
New units	6,815		613		7,428
Rental units	3,354		457		3,811
Total Revenues	$	122,087	$	12,664	$	134,751

Costs:
Cost of leasing and services:
Modular leasing	$	25,057	$	2,105	$	27,162
Modular delivery and installation	22,940		2,581		25,521
Cost of sales:
New units	4,566		421		4,987
Rental units	2,029		286		2,315
Depreciation of rental equipment	20,687		3,158		23,845
Gross profit	$	46,808	$	4,113	$	50,921
Other selected data:
Adjusted EBITDA	$	32,612	$	2,880	$	35,492
Selling, general and administrative expense	$	40,821	$	4,393	$	45,214
Other depreciation and amortization	$	2,205	$	231	$	2,436
Capital expenditures for rental fleet	$	30,524	$	1,560	$	32,084

Reconciliation of Assets from Segment to Consolidated


	Three Months Ended March 31, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
(Loss) income from operations before income taxes	$	(11,122)	$	339	$	(10,783)
Interest expense	31,236		736		31,972
Depreciation and amortization	39,199		4,908		44,107
Currency gains, net	(130)		(186)		(316)
Goodwill and other impairments	1,801		489		2,290
Restructuring costs	5,274		679		5,953
Integration costs	9,352		786		10,138
Stock compensation expense	1,290		—		1,290
Other income	(132)		(11)		(143)
Adjusted EBITDA	$	76,768	$	7,740	$	84,508


	Three Months Ended March 31, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Loss from operations before income taxes	$	(5,308)	$	(1,947)	$	(7,255)
Interest expense	11,160		559		11,719
Depreciation and amortization	22,892		3,389		26,281
Currency losses, net	157		867		1,024
Restructuring costs	618		10		628
Integration costs	2,630		—		2,630
Stock compensation expense	121		—		121
Other expense	342		2		344
Adjusted EBITDA	$	32,612	$	2,880	$	35,492

Related Parties (Tables)

3 Months Ended

Mar. 31, 2019

Related party balances included in the Company’s consolidated balance sheet at March 31, 2019 and December 31, 2018, consisted of the following:


(in thousands)	Financial statement line Item	March 31, 2019		December 31, 2018
Receivables due from affiliates	Prepaid expenses and other current assets	$	24	$	122
Amounts due to affiliates	Accrued liabilities	(475)		(1,379)
	Total related party liabilities, net	$	(451)	$	(1,257)

Related party transactions included in the Company’s consolidated statement of operations for the three months ended March 31, 2019 and 2018, respectively, consisted of the following:


		Three Months Ended March 31,
(in thousands)	Financial statement line item	2019		2018
Leasing revenue from related parties	Modular leasing revenue	$	74	$	292
	Total related party income, net	$	74	$	292

Summary of Significant Accounting Policies Narrative (Details)	Mar. 31, 2019
Williams Scotsman Holdings Corp.
Noncontrolling Interest [Line Items]
Percentage ownership by company	91.00%
Sapphire Holding S.a. r.l.
Noncontrolling Interest [Line Items]
Percentage ownership	9.00%

Acquisitions and Assets Held for Sale (Details) - USD ($)				3 Months Ended			12 Months Ended
	Aug. 15, 2018	Jul. 20, 2018	Jan. 03, 2018	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2018	Aug. 06, 2018	Aug. 03, 2018
Business Acquisition [Line Items]
Goodwill recognized				$ 0			$ 218,839,000
Cash purchase price				0		$ 24,006,000
Share price (in USD per share)	$ 15.78
Integration fees				10,138,000		2,630,000
Impairment losses on property, plant and equipment				2,290,000		0
Tyson Onsite
Business Acquisition [Line Items]
Consideration			$ 24,000,000.0
Goodwill recognized					$ 3,100,000
Modular Space Holdings, Inc
Business Acquisition [Line Items]
Consideration	$ 1,200,000,000
Cash purchase price	1,100,000,000
Working capital adjustment	$ 4,700,000
Stock consideration, fair value, discount	6.00%
Integration fees				10,100,000
Tyson Onsite and Action Mobile Holdings LLC
Business Acquisition [Line Items]
Integration fees						$ 2,600,000
Common Stock \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Stock consideration, fair value (in USD per share)	$ 14.83
Warrants \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Stock consideration, fair value (in USD per share)	5.23
Class A Common Stock \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Warrants exercise price (in USD per share)	$ 15.50
Class A Common Stock \| Common Stock \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Stock consideration (in shares)	6,458,229
Stock consideration	$ 95,800,000
Class A Common Stock \| Warrants \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Stock consideration (in shares)	10,000,000
Stock consideration	$ 52,300,000
Public Offering \| Class A Common Stock
Business Acquisition [Line Items]
Number of shares sold (in shares)		9,200,000
2023 Senior Secured Notes \| Senior Notes
Business Acquisition [Line Items]
Debt issued								$ 300,000,000.0
2023 Senior Unsecured Notes \| Senior Notes
Business Acquisition [Line Items]
Debt issued									$ 200,000,000.0
Disposal Group, Held-for-sale, Not Discontinued Operations \| Legacy ModSpace Branch Facilities \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Transfers to assets held for sale from property, plant and equipment, net				18,200,000
Impairment losses on property, plant and equipment				2,300,000
Fair value of assets held for sale				$ 21,000,000.0	$ 2,800,000		$ 2,800,000

Acquisitions and Assets Held for Sale - Warrant Valuation (Details) - Modular Space Holdings, Inc	Aug. 15, 2018
Expected Volatility
Business Acquisition [Line Items]
Stock consideration valuation input	0.286
Warrant valuation input	0.350
Risk-free rate of interest
Business Acquisition [Line Items]
Stock consideration valuation input	0.022
Warrant valuation input	0.027
Dividend Yield
Business Acquisition [Line Items]
Stock consideration valuation input	0
Warrant valuation input	0
Expected life (years)
Business Acquisition [Line Items]
Stock consideration valuation input	0.5
Warrant valuation input	4.3

Acquisitions and Assets Held for Sale - Purchase Price Allocation (Details) - USD ($) $ in Thousands		3 Months Ended	8 Months Ended	12 Months Ended
	Aug. 15, 2018	Mar. 31, 2019	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Total goodwill		$ 242,984	$ 242,984	$ 247,017	$ 28,609
Goodwill recognized		0		218,839
Modular Space Holdings, Inc
Business Acquisition [Line Items]
Trade receivables, net	$ 81,320	80,599	80,599
Trade receivables, net, adjustments			(721)
Prepaid expenses and other current assets	4,757	17,648	17,648
Prepaid expenses and other current assets, adjustments			306
Inventories	17,342	4,757	4,757
Inventories, adjustment			0
Rental equipment	853,986	854,264	854,264
Rental equipment, adjustments			278
Property, plant and equipment	110,413	115,172	115,172
Property, plant and equipment, adjustments			4,759
Deferred tax assets, net		1,855	1,855
Deferred tax assets, net, adjustments			0
Total identifiable assests acquired	1,076,649	1,081,271	1,081,271
Total identifiable assets acquired, adjustments			4,622
Accrued liabilities	31,551	31,144	31,144
Accrued liabilities, adjustments			(407)
Accounts payable	37,678	37,979	37,979
Accounts payable, adjustments			301
Deferred revenue and customer deposits	15,938	15,938	15,938
Deferred revenue and customer deposits, adjustments			0
Total liabilities assumed	85,167	85,061	85,061
Total liabilities assumed, adjustments			(106)
Total goodwill	215,764	211,036	211,036
Total goodwill, adjustments			(4,728)
Fair value of accounts receivables	80,600
Gross contractual amounts of accounts receivables	86,100
Uncollectible accounts receivable	5,500
Trade Name \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Intangible assets	3,000	$ 3,000	3,000
Intangible assets, adjustments			0
Deferred tax assets, net	$ 1,855
Estimated useful life of intangible assets	3 years	3 years
Favorable Lease Asset \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Intangible assets	$ 3,976	$ 3,976	3,976
Intangible assets, adjustments			0
Estimated useful life of intangible assets	6 years	6 years
Modular - US
Business Acquisition [Line Items]
Total goodwill		$ 208,768	208,768	213,264	28,609
Goodwill recognized	$ 176,100	0		183,711
Modular - US \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Goodwill recognized	176,100
Modular - Other North America
Business Acquisition [Line Items]
Total goodwill		34,216	$ 34,216	33,753	$ 0
Goodwill recognized	34,900	$ 0		$ 35,128
Modular - Other North America \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Goodwill recognized	$ 34,900

Acquisitions and Assets Held for Sale - Pro-Forma Consolidated Statements of Operations (Details) - USD ($)		3 Months Ended
	Aug. 15, 2018	Mar. 31, 2019	Mar. 31, 2018
Business Acquisition [Line Items]
Revenues		$ 255,008,000	$ 134,751,000
Pretax gain (loss)		(10,783,000)	(7,255,000)
Restructuring costs		5,953,000	628,000
Integration costs		$ 10,138,000	2,630,000
Senior Notes \| 2023 Senior Secured Notes
Business Acquisition [Line Items]
Debt issued	$ 300,000,000.0
Senior Notes \| 2023 Senior Unsecured Notes
Business Acquisition [Line Items]
Debt issued	200,000,000.0
Revolving Credit Facility \| Line of Credit \| ABL Facility
Business Acquisition [Line Items]
Draw down of debt	$ 419,000,000.0
Weighted average interest rate for borrowings		4.99%
Modular Space Holdings, Inc
Business Acquisition [Line Items]
Pro-forma revenues			244,098,000
Pretax gain (loss)			(18,426,000)
Pre-tax loss before pro forma adjustments			(6,523,000)
Income tax benefit			(1,069,000)
Pro-forma net loss			(17,357,000)
Weighted average interest rate for borrowings		6.54%
Integration costs		$ 10,100,000
Modular Space Holdings, Inc \| Impact of fair value mark-ups/useful life changes on depreciation
Business Acquisition [Line Items]
Pretax gain (loss)			(3,001,000)
Modular Space Holdings, Inc \| Intangible asset amortization
Business Acquisition [Line Items]
Pretax gain (loss)			(250,000)
Modular Space Holdings, Inc \| Interest expense
Business Acquisition [Line Items]
Pretax gain (loss)			(16,425,000)
Modular Space Holdings, Inc \| Elimination of historic interest
Business Acquisition [Line Items]
Pretax gain (loss)			7,773,000
Modular Space Holdings, Inc
Business Acquisition [Line Items]
Revenues			109,347,000
Pretax gain (loss)			$ 732,000

Revenue - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jan. 01, 2019
Disaggregation of Revenue [Line Items]
Bad debt expense	$ 2,926	$ 1,633
Deferred revenue	38,000		$ 32,100
Previously deferred revenue recognized	$ 5,700
Receivables \| Credit Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	3.80%
Modular Leasing
Disaggregation of Revenue [Line Items]
Concentration risk percentage	70.00%
Modular Leasing \| Revenues \| Revenue Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	68.00%	70.00%
Minimum
Disaggregation of Revenue [Line Items]
Lease term	1 month
Maximum
Disaggregation of Revenue [Line Items]
Lease term	60 months
Weighted Average
Disaggregation of Revenue [Line Items]
Lease term	10 months

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Total Revenues	$ 255,008	$ 134,751
US
Disaggregation of Revenue [Line Items]
Total Revenues	232,767	123,120
Canada
Disaggregation of Revenue [Line Items]
Total Revenues	18,217	8,167
Mexico
Disaggregation of Revenue [Line Items]
Total Revenues	4,024	3,464
Modular space leasing revenue
Disaggregation of Revenue [Line Items]
Total Revenues	123,552	67,244
Portable storage leasing revenue
Disaggregation of Revenue [Line Items]
Total Revenues	6,240	4,932
VAPS
Disaggregation of Revenue [Line Items]
Total Revenues	37,392	19,449
Other leasing-related revenue
Disaggregation of Revenue [Line Items]
Total Revenues	11,038	5,637
Modular leasing
Disaggregation of Revenue [Line Items]
Total Revenues	178,222	97,262
Modular delivery and installation
Disaggregation of Revenue [Line Items]
Total Revenues	50,281	26,250
Total leasing and services
Disaggregation of Revenue [Line Items]
Total Revenues	228,503	123,512
New units
Disaggregation of Revenue [Line Items]
Total Revenues	14,904	7,428
Rental units
Disaggregation of Revenue [Line Items]
Total Revenues	11,601	3,811
VAPS service
Disaggregation of Revenue [Line Items]
Total Revenues	$ 3,800	$ 2,300

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials and consumables	$ 17,358	$ 16,022
Work in process	54	196
Total inventories	$ 17,412	$ 16,218

Rental Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
Rental Equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Mar. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total rental equipment		$ 2,469,506	$ 2,424,302
Less: accumulated depreciation		(528,889)	(495,012)
Rental equipment, net		1,940,617	1,929,290
Insurance proceeds	$ 7,500
Gain on insurance proceeds	$ 3,000
Modular units and portable storage
Property, Plant and Equipment [Line Items]
Total rental equipment		2,371,173	2,333,776
Value added products and services
Property, Plant and Equipment [Line Items]
Total rental equipment		$ 98,333	$ 90,526

Goodwill and Intangible Assets - Goodwill Activity (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 15, 2018	Mar. 31, 2019	Dec. 31, 2018
Goodwill [Roll Forward]
Goodwill, beginning of period		$ 247,017	$ 28,609
Acquisition of a business		0	218,839
Changes to preliminary purchase price allocations		(4,722)	944
Effects of movements in foreign exchange rates		689	(1,375)
Goodwill, end of period		242,984	247,017
Modular - US
Goodwill [Roll Forward]
Goodwill, beginning of period		213,264	28,609
Acquisition of a business	$ 176,100	0	183,711
Changes to preliminary purchase price allocations		(4,496)	944
Effects of movements in foreign exchange rates		0	0
Goodwill, end of period		208,768	213,264
Modular - Other North America
Goodwill [Roll Forward]
Goodwill, beginning of period		33,753	0
Acquisition of a business	$ 34,900	0	35,128
Changes to preliminary purchase price allocations		(226)	0
Effects of movements in foreign exchange rates		689	(1,375)
Goodwill, end of period		$ 34,216	$ 33,753

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 15, 2018	Mar. 31, 2019	Dec. 31, 2018
Goodwill [Line Items]
Goodwill recognized		$ 0	$ 218,839
Modular - US
Goodwill [Line Items]
Goodwill recognized	$ 176,100	0	183,711
Modular - US \| Modular Space Holdings, Inc
Goodwill [Line Items]
Goodwill recognized	176,100
Modular - Other North America
Goodwill [Line Items]
Goodwill recognized	34,900	$ 0	$ 35,128
Modular - Other North America \| Modular Space Holdings, Inc
Goodwill [Line Items]
Goodwill recognized	$ 34,900
Trade Name \| Modular Space Holdings, Inc
Goodwill [Line Items]
Estimated useful life of intangible assets	3 years	3 years
Trade Name \| Modular - US \| Modular Space Holdings, Inc
Goodwill [Line Items]
Finite-lived intangible assets acquired	$ 3,000
Favorable Lease Asset \| Modular Space Holdings, Inc
Goodwill [Line Items]
Estimated useful life of intangible assets	6 years	6 years
Favorable Lease Asset \| Modular - US \| Modular Space Holdings, Inc
Goodwill [Line Items]
Finite-lived intangible assets acquired	$ 4,000
US Reporting Unit
Goodwill [Line Items]
Percentage of fair value in excess of carrying value		100.00%
Canadian Reporting Unit
Goodwill [Line Items]
Percentage of fair value in excess of carrying value		1.00%

Debt - Carrying Value of Debt Outstanding (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018	Aug. 06, 2018	Nov. 29, 2017
Debt Instrument [Line Items]
Capital lease and other financing obligations	$ 38,245,000	$ 37,983,000
Total debt	1,711,256,000	1,676,499,000
Less: current portion of long-term debt	(1,990,000)	(1,959,000)
Total long-term debt	$ 1,709,266,000	1,674,540,000
Senior Notes \| 2022 Senior Secured Notes
Debt Instrument [Line Items]
Interest rate	7.875%			7.875%
Debt	$ 292,674,000	292,258,000
Debt issuance costs	$ 7,300,000	7,700,000
Senior Notes \| 2023 Senior Secured Notes
Debt Instrument [Line Items]
Interest rate	6.875%		6.875%
Debt	$ 294,123,000	293,918,000
Senior Notes \| 2023 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate	10.00%
Debt	$ 198,969,000	198,931,000
Line of Credit \| US ABL Facility
Debt Instrument [Line Items]
Debt issuance costs	23,300,000	25,100,000
Line of Credit \| US ABL Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt	887,245,000	853,409,000
Line of Credit \| Canadian ABL Facility
Debt Instrument [Line Items]
Debt issuance costs	0.0	900,000
Line of Credit \| Canadian ABL Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt	0	0
Debt, gross	0
Debt issuance costs	$ 2,700,000	2,900,000
Line of Credit \| Canadian ABL Facility \| Revolving Credit Facility \| Long-term Debt
Debt Instrument [Line Items]
Debt, gross		900,000
Line of Credit \| Canadian ABL Facility \| Revolving Credit Facility \| Other Non-current Assets
Debt Instrument [Line Items]
Debt issuance costs		$ 2,000,000.0

Debt - Additional Information (Details) - USD ($)	3 Months Ended
Debt - Additional Information (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Aug. 15, 2018	Aug. 06, 2018	Aug. 03, 2018	Dec. 31, 2017	Nov. 29, 2017
Debt Instrument [Line Items]
Capital lease obligations	$ 38,245,000	$ 37,983,000
Line of Credit \| ABL Facility
Debt Instrument [Line Items]
Letters of credit amount outstanding	13,000,000.0
Line of Credit \| US ABL Facility
Debt Instrument [Line Items]
Unamortized debt issuance costs	23,300,000	25,100,000
Line of Credit \| Canadian ABL Facility
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ 0.0	900,000
Senior Notes \| 2022 Senior Secured Notes
Debt Instrument [Line Items]
Debt, face amount								$ 300,000,000.0
Interest rate	7.875%							7.875%
Unamortized debt issuance costs	$ 7,300,000	7,700,000
Senior Notes \| 2023 Senior Secured Notes
Debt Instrument [Line Items]
Debt issuance costs and debt discount	$ 5,900,000				$ 6,100,000
Debt, face amount				$ 300,000,000.0
Interest rate	6.875%				6.875%
Senior Notes \| 2023 Senior Unsecured Notes
Debt Instrument [Line Items]
Debt issuance costs and debt discount	$ 1,000,000.0					$ 1,100,000
Debt, face amount				$ 200,000,000.0
Interest rate	10.00%
Capital Leases and Other Financing Obligations
Debt Instrument [Line Items]
Unamortized debt issuance costs			$ 1,500,000				$ 1,600,000
Capital Lease Obligations
Debt Instrument [Line Items]
Capital lease obligations			100,000				100,000
Sale Leaseback Transaction
Debt Instrument [Line Items]
Capital lease obligations			$ 38,200,000				$ 37,900,000
Revolving Credit Facility \| Line of Credit \| ABL Facility
Debt Instrument [Line Items]
Accordion feature	$ 375,000,000.0
Weighted average interest rate for borrowings	4.99%
Available borrowing capacity	$ 468,900,000	532,600,000
Outstanding principal	910,500,000	879,400,000
Debt issuance costs and debt discount	23,300,000	26,000,000.0
Revolving Credit Facility \| Line of Credit \| US ABL Facility
Debt Instrument [Line Items]
Maximum aggregate availability	1,285,000,000
Available borrowing capacity	328,900,000	393,500,000
Revolving Credit Facility \| Line of Credit \| Canadian ABL Facility
Debt Instrument [Line Items]
Maximum aggregate availability	140,000,000.0
Available borrowing capacity	140,000,000.0	139,100,000
Outstanding principal	0
Unamortized debt issuance costs	$ 2,700,000	$ 2,900,000
Letter of Credit \| Line of Credit \| ABL Facility
Debt Instrument [Line Items]
Commitment fee	2.625%
Interest Payment Period One \| Senior Notes \| 2023 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate						10.00%
Interest Payment Period Two \| Senior Notes \| 2023 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate	12.50%
Minimum
Debt Instrument [Line Items]
Capital lease interest rate	1.20%
Maximum
Debt Instrument [Line Items]
Capital lease interest rate	11.90%

Equity - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended
Equity - Narrative (Details) - USD ($) $ in Thousands	Feb. 12, 2019	Aug. 15, 2018	Mar. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for stock compensation (in shares)			184,212
Reclassifications to consolidated statement of operations			$ (435)
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Shares registered during period (in shares)	562,542
Shares registered (in shares)	9,999,579
2015 Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding (in shares)			24,367,867
2018 Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding (in shares)			9,999,579
Shares registered (in shares)	8,914,969
Warrants \| Modular Space Holdings, Inc \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Stock consideration (in shares)		10,000,000
Unrealized losses on hedging activities
Subsidiary, Sale of Stock [Line Items]
Reclassifications to consolidated statement of operations			$ (435)
Unrealized losses on hedging activities \| Interest Rate Swap
Subsidiary, Sale of Stock [Line Items]
Reclassifications to consolidated statement of operations			600
Reclassifications to consolidated statement of operations, tax			$ (100)

Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 01, 2018	Mar. 31, 2019	Mar. 31, 2018
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 484,550	$ 702,197	$ 484,550
Total other comprehensive income (loss) prior to reclassifications		1,479	263
Reclassifications to consolidated statement of operations		435
Reclassification to accumulated deficit	(2,500)		2,540
Less other comprehensive income attributable to non-controlling interest		(166)	(24)
Ending Balance		693,931	478,099
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(49,497)	(62,608)	(49,497)
Total other comprehensive income (loss) prior to reclassifications		4,115	263
Reclassifications to consolidated statement of operations		0
Reclassification to accumulated deficit			2,540
Less other comprehensive income attributable to non-controlling interest		(364)	(24)
Ending Balance		(58,857)	(51,798)
Unrealized losses on hedging activities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	0	(5,418)	0
Total other comprehensive income (loss) prior to reclassifications		(2,636)	0
Reclassifications to consolidated statement of operations		435
Reclassification to accumulated deficit			0
Less other comprehensive income attributable to non-controlling interest		198	0
Ending Balance		(7,421)	0
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ (49,497)	(68,026)	(49,497)
Ending Balance		$ (66,278)	$ (51,798)

Equity - Non-Controlling Interest (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 702,197	$ 484,550
Net loss attributable to non-controlling interest	(860)	(648)
Other comprehensive loss	166	24
Ending Balance	693,931	478,099
Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	63,982	48,931
Net loss attributable to non-controlling interest	(860)	(648)
Other comprehensive loss	166	24
Ending Balance	$ 63,288	$ 48,307

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 378	$ (420)
Effective tax rate	(3.50%)	5.80%

Fair Value Measures (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	$ 1,673,011	$ 1,638,516
Fair Value \| Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	0	0
Fair Value \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	1,719,116	1,662,540
Fair Value \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	0	0
US ABL Facility \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	23,300	25,100
US ABL Facility \| Carrying Amount \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	887,245	853,409
US ABL Facility \| Fair Value \| Level 1 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
US ABL Facility \| Fair Value \| Level 2 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	910,500	878,500
US ABL Facility \| Fair Value \| Level 3 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Canadian ABL Facility \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	0	900
Canadian ABL Facility \| Carrying Amount \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Canadian ABL Facility \| Fair Value \| Level 1 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Canadian ABL Facility \| Fair Value \| Level 2 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	918
Canadian ABL Facility \| Fair Value \| Level 3 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2022 Senior Secured Notes \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	7,300	7,700
2022 Senior Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	292,674	292,258
2022 Senior Secured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2022 Senior Secured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	309,486	297,027
2022 Senior Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2023 Senior Secured Notes \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	5,900	6,100
2023 Senior Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	294,123	293,918
2023 Senior Secured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2023 Senior Secured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	300,420	288,633
2023 Senior Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2023 Senior Unsecured Notes \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	1,000	1,100
2023 Senior Unsecured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	198,969	198,931
2023 Senior Unsecured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2023 Senior Unsecured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	198,710	197,462
2023 Senior Unsecured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	$ 0	$ 0

Restructuring - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 5,953	$ 628
Restructuring accrual	7,099	755	$ 5,515	$ 227
Operating Segments \| Modular - US
Restructuring Cost and Reserve [Line Items]
Restructuring costs	5,274	618
Operating Segments \| Modular - Other North America
Restructuring Cost and Reserve [Line Items]
Restructuring costs	679	10
Employee Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,507	628
Restructuring accrual	2,847	755	4,544	227
Facility Exit Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	4,446	0
Restructuring accrual	$ 4,252	$ 0	$ 971	$ 0

Restructuring - Summary of Activities in the Restructuring Accruals (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Restructuring Reserve [Roll Forward]
Balance at beginning of the period	$ 5,515	$ 227
Charges	5,953	628
Cash payments	(4,372)	(96)
Foreign currency translation	24	(4)
Non-cash movements	(21)	0
Balance at end of period	7,099	755
Employee Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of the period	4,544	227
Charges	1,507	628
Cash payments	(3,228)	(96)
Foreign currency translation	24	(4)
Non-cash movements	0	0
Balance at end of period	2,847	755
Facility Exit Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of the period	971	0
Charges	4,446	0
Cash payments	(1,144)	0
Foreign currency translation	0	0
Non-cash movements	(21)	0
Balance at end of period	$ 4,252	$ 0

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 21, 2019	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted (in shares)		0
Number of options vested (in shares)		147,313
Number of shares issued for stock compensation (in shares)		184,212
Numbers of shares witheld for taxes (in shares)		56,643
Number of options forfeited (in shares)		0
Nonvested options outstanding (in shares)		441,944
Nonvested options weighted average grant date fair value (in USD per share)		$ 5.51
Stock compensation expense		$ 1,290	$ 121
Unrecognized compensation expense for options		$ 2,400
Time-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)		478,400
Number of awards vested (in shares)		213,180
Number of awards forfeited (in shares)		0
Nonvested awards outstanding (in shares)		1,117,953
Nonvested awards weighted average grant date fair value (in USD per share)		$ 12.78
Stock compensation expense		$ 800	100
Compensation expense for awards, associated tax benefits		200	0
Unrecognized compensation expense for awards		$ 14,200
Unrecognized compensation expense, period for recognition		3 years 4 months 24 days
Market-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)	302,182	302,182
Number of awards forfeited (in shares)		0
Nonvested awards outstanding (in shares)		302,182
Nonvested awards weighted average grant date fair value (in USD per share)		$ 13.22
Stock compensation expense		$ 100
Compensation expense for awards, associated tax benefits		0	0
Unrecognized compensation expense for awards		$ 3,900
Unrecognized compensation expense, period for recognition		3 years
Performance period		3 years
Minimum payout percentage		0.00%
Maximum payout percentage		150.00%
Target payout percentage		100.00%
Target performance threshold		50.00%
Minimum performance threshold		25.00%
Maximum performance threshold		75.00%
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)		0
Number of awards vested (in shares)		27,675
Number of awards forfeited (in shares)		0
Nonvested awards outstanding (in shares)		44,378
Nonvested awards weighted average grant date fair value (in USD per share)		$ 16.80
Stock compensation expense		$ 300	0
Compensation expense for awards, associated tax benefits		100	0
Unrecognized compensation expense for awards		$ 300
Unrecognized compensation expense, period for recognition		4 months 24 days
Stock Option Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense		$ 200	0
Compensation expense for awards, associated tax benefits		$ 0	$ 0
Unrecognized compensation expense, period for recognition		3 years

Derivatives - Narrative (Details)	Mar. 31, 2019 USD ($)
Interest Rate Swap
Derivative [Line Items]
Notational amount	$ 400,000,000.0

Derivatives - Outstanding Interest Rate Swap Agreement (Details) - Interest Rate Swap - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Derivative [Line Items]
Aggregate Notional Amount	$ 400,000,000.0
Pay Rate	3.06%
Receive Rate	2.49%	2.44%

Derivatives - Location and Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet (Details) - Interest Rate Swap - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Derivative [Line Items]
Accrued liabilities	$ 2,314	$ 1,709
Other long-term liabilities	$ 8,451	$ 6,192

Derivatives - Impact of Interest Rate Swap on Other Comprehensive Income, AOCI, and Statement of Operations (Details) - Interest Rate Swap $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Loss Recognized in OCI	$ (2,874)
Interest expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Loss Reclassified from AOCI into income (Effective Portion)	(568)
Cash Flow Hedging \| Interest expense, net
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Recognized in Income (Ineffective Portion)	$ 0

Segment Reporting - Narrative (Details)	3 Months Ended
Segment Reporting - Narrative (Details)	Mar. 31, 2019 business_line segment
Segment Reporting [Abstract]
Number of business lines \| business_line	1
Number of operating segments \| segment	2

Segment Reporting - Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Modular leasing	$ 178,222	$ 97,262
Total Revenues	255,008	134,751
Cost of leasing and services:
Modular leasing	47,235	27,162
Depreciation of rental equipment	41,103	23,845
Gross profit	104,654	50,921
Adjusted EBITDA	84,508	35,492
Other selected data:
Selling, general and administrative expense	73,485	45,214
Other depreciation and amortization	3,004	2,436
Capital expenditures for rental fleet	51,873	32,084
Modular delivery and installation
Revenues:
Total Revenues	50,281	26,250
Cost of leasing and services:
Modular delivery and installation	43,343	25,521
New Units
Revenues:
Total Revenues	14,904	7,428
Cost of leasing and services:
Cost of sales	10,878	4,987
Rental Units
Revenues:
Total Revenues	11,601	3,811
Cost of leasing and services:
Cost of sales	7,795	2,315
Modular - US \| Operating Segments
Revenues:
Modular leasing	162,800	87,948
Total Revenues	231,476	122,087
Cost of leasing and services:
Modular leasing	43,883	25,057
Depreciation of rental equipment	36,473	20,687
Gross profit	95,250	46,808
Adjusted EBITDA	76,768	32,612
Other selected data:
Selling, general and administrative expense	66,405	40,821
Other depreciation and amortization	2,726	2,205
Capital expenditures for rental fleet	49,921	30,524
Modular - US \| Operating Segments \| Modular delivery and installation
Revenues:
Total Revenues	46,282	23,970
Cost of leasing and services:
Modular delivery and installation	39,751	22,940
Modular - US \| Operating Segments \| New Units
Revenues:
Total Revenues	14,023	6,815
Cost of leasing and services:
Cost of sales	10,250	4,566
Modular - US \| Operating Segments \| Rental Units
Revenues:
Total Revenues	8,371	3,354
Cost of leasing and services:
Cost of sales	5,869	2,029
Modular - Other North America \| Operating Segments
Revenues:
Modular leasing	15,422	9,314
Total Revenues	23,532	12,664
Cost of leasing and services:
Modular leasing	3,352	2,105
Depreciation of rental equipment	4,630	3,158
Gross profit	9,404	4,113
Adjusted EBITDA	7,740	2,880
Other selected data:
Selling, general and administrative expense	7,080	4,393
Other depreciation and amortization	278	231
Capital expenditures for rental fleet	1,952	1,560
Modular - Other North America \| Operating Segments \| Modular delivery and installation
Revenues:
Total Revenues	3,999	2,280
Cost of leasing and services:
Modular delivery and installation	3,592	2,581
Modular - Other North America \| Operating Segments \| New Units
Revenues:
Total Revenues	881	613
Cost of leasing and services:
Cost of sales	628	421
Modular - Other North America \| Operating Segments \| Rental Units
Revenues:
Total Revenues	3,230	457
Cost of leasing and services:
Cost of sales	$ 1,926	$ 286

Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
(Loss) income from continuing operations before income tax	$ (10,783)	$ (7,255)
Interest expense, net	31,972	11,719
Depreciation and amortization	44,107	26,281
Currency (gains) losses, net	(316)	1,024
Goodwill and other impairments	2,290
Restructuring costs	5,953	628
Integration costs	10,138	2,630
Stock compensation expense	1,290	121
Other (income) expense	(143)	344
Adjusted EBITDA	84,508	35,492
Operating Segments \| Modular - US
Segment Reporting Information [Line Items]
(Loss) income from continuing operations before income tax	(11,122)	(5,308)
Interest expense, net	31,236	11,160
Depreciation and amortization	39,199	22,892
Currency (gains) losses, net	(130)	157
Goodwill and other impairments	1,801
Restructuring costs	5,274	618
Integration costs	9,352	2,630
Stock compensation expense	1,290	121
Other (income) expense	(132)	342
Adjusted EBITDA	76,768	32,612
Operating Segments \| Modular - Other North America
Segment Reporting Information [Line Items]
(Loss) income from continuing operations before income tax	339	(1,947)
Interest expense, net	736	559
Depreciation and amortization	4,908	3,389
Currency (gains) losses, net	(186)	867
Goodwill and other impairments	489
Restructuring costs	679	10
Integration costs	786	0
Stock compensation expense	0	0
Other (income) expense	(11)	2
Adjusted EBITDA	$ 7,740	$ 2,880

Loss Per Share (Details) - shares			3 Months Ended
Loss Per Share (Details) - shares	Jan. 19, 2018	Nov. 29, 2017	Mar. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares released from escrow (in shares)	6,212,500
Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares placed in escrow (in shares)		12,425,000
Stock Option Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)			441,944
Time-Based Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)			1,117,953
Market-Based Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)			302,182
Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)			44,378
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)			22,183,513

Related Parties - Related Party Balances Included in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Related Party Transactions [Abstract]
Receivables due from affiliates	$ 24	$ 122
Amounts due to affiliates	(475)	(1,379)
Total related party liabilities, net	$ (451)	$ (1,257)

Related Parties - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Related Party Transaction [Line Items]
Receivables due from affiliates	$ 24		$ 122
Amounts due to affiliates	475		1,379
Affiliates
Related Party Transaction [Line Items]
Receivables due from affiliates	0		100
Purchases from affiliates	1,500	$ 1,300
Affiliates \| Algeco Global
Related Party Transaction [Line Items]
Amounts due to affiliates	500		$ 1,200
Director
Related Party Transaction [Line Items]
Professional fees to affiliates	$ 600	$ 600

Related Parties - Related Party Transactions in Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Related Party Transactions [Abstract]
Leasing revenue from related parties	$ 74	$ 292
Total related party (income) expense, net	$ 74	$ 292

Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 345,000
Additional Paid-in Capital [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	0
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	0
Noncontrolling Interest [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	0
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	345,000
Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	345,000
Common Class A [Member] \| Common Stock [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	0
Common Class B [Member] \| Common Stock [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 0