0001647088-19-000050 | 10-Q | XBRL Viewer

Equity (Tables)

9 Months Ended

Sep. 30, 2019

Schedule of Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the three and nine months ended September 30, 2019 and 2018 were as follows:


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2018	$	(62,608)	$	(5,418)	$	(68,026)
Total other comprehensive income (loss) prior to reclassifications	4,115		(2,636)		1,479
Reclassifications to the statements of operations	—		435		435
Less other comprehensive (income) loss attributable to non-controlling interest	(364)		198		(166)
Balance at March 31, 2019	(58,857)		(7,421)		(66,278)
Total other comprehensive income (loss) prior to reclassifications	4,300		(4,500)		(200)
Reclassifications to the statements of operations	—		613		613
Less other comprehensive (income) loss attributable to non-controlling interest	(396)		351		(45)
Balance at June 30, 2019	(54,953)		(10,957)		(65,910)
Total other comprehensive loss prior to reclassifications	(2,799)		(1,337)		(4,136)
Reclassifications to the statements of operations	—		837		837
Less other comprehensive loss attributable to non-controlling interest	256		45		301
Balance at September 30, 2019	$	(57,496)	$	(11,412)	$	(68,908)


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2017	$	(49,497)	$	—	$	(49,497)
Total other comprehensive income prior to reclassifications	263		—		263
Reclassifications to accumulated deficit^(a)	(2,540)		—		(2,540)
Less other comprehensive income attributable to non-controlling interest	(24)		—		(24)
Balance at March 31, 2018	(51,798)		—		(51,798)
Total other comprehensive loss prior to reclassifications	(2,912)		—		(2,912)
Less other comprehensive loss attributable to non-controlling interest	293		—		293
Balance at June 30, 2018	(54,417)		—		(54,417)
Total other comprehensive income prior to reclassifications	2,541		—		2,541
Less other comprehensive loss attributable to non-controlling interest	(243)		—		(243)
Balance at September 30, 2018	$	(52,119)	$	—	$	(52,119)

(a) In 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.

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets
Cash and cash equivalents	$ 3,951	$ 8,958
Trade receivables, net of allowances for doubtful accounts at September 30, 2019 and December 31, 2018 of $15,113 and $9,340, respectively	250,488	206,502
Inventories	15,956	16,218
Prepaid expenses and other current assets	24,684	21,828
Assets held for sale	9,155	2,841
Total current assets	304,234	256,347
Rental equipment, net	1,952,829	1,929,290
Property, plant and equipment, net	186,956	183,750
Goodwill	234,597	247,017
Intangible assets, net	128,103	131,801
Other non-current assets	4,641	4,280
Total long-term assets	2,507,126	2,496,138
Total assets	2,811,360	2,752,485
Liabilities and equity
Accounts payable	101,532	90,353
Accrued liabilities	96,395	84,696
Accrued interest	13,386	20,237
Deferred revenue and customer deposits	87,702	71,778
Current portion of long-term debt	2,025	1,959
Total current liabilities	301,040	269,023
Long-term debt	1,710,160	1,674,540
Deferred tax liabilities	67,583	67,384
Deferred revenue and customer deposits	11,265	7,723
Other non-current liabilities	37,373	31,618
Long-term liabilities	1,826,381	1,781,265
Total liabilities	2,127,421	2,050,288
Commitments and contingencies (see Note 15)
Additional paid-in-capital	2,394,091	2,389,548
Accumulated other comprehensive loss	(68,908)	(68,026)
Accumulated deficit	(1,703,699)	(1,683,319)
Total shareholders' equity	621,496	638,215
Non-controlling interest	62,443	63,982
Total equity	683,939	702,197
Total liabilities and equity	2,811,360	2,752,485
Class A Common Stock
Liabilities and equity
Common stock	11	11
Class B Common Stock
Liabilities and equity
Common stock	$ 1	$ 1

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 762	$ (36,729)	$ (22,174)	$ (43,185)
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of income tax expense (benefit) of $0, $80, $0 and $(161) for the three and nine months ended September 30, 2019 and 2018, respectively	(2,799)	2,298	5,616	(82)
Net loss on derivatives, net of income tax benefit of $153, $0, $2,016, and $0 for the three and nine months ended September 30, 2019 and 2018, respectively	(500)	0	(6,588)	0
Comprehensive loss	(2,537)	(34,431)	(23,146)	(43,267)
Comprehensive loss attributable to non-controlling interest	(28)	(2,967)	(1,539)	(3,741)
Total comprehensive loss attributable to WillScot	$ (2,509)	$ (31,464)	$ (21,607)	$ (39,526)

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669625-108580

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591551-111686

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3000-108585

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591552-111686

+ Details

Goodwill - Goodwill Activity (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
	Aug. 15, 2018	Sep. 30, 2019	Dec. 31, 2018
Goodwill [Roll Forward]
Goodwill, beginning of period		$ 247,017	$ 28,609
Acquisition of businesses			218,839
Changes to preliminary purchase price accounting		(13,400)	944
Foreign currency translation		980	(1,375)
Goodwill, end of period		234,597	247,017
Modular – US
Goodwill [Roll Forward]
Goodwill, beginning of period		213,264	28,609
Acquisition of businesses	$ 171,300		183,711
Changes to preliminary purchase price accounting		(9,331)	944
Foreign currency translation		0	0
Goodwill, end of period		203,933	213,264
Modular – Other North America
Goodwill [Roll Forward]
Goodwill, beginning of period		33,753	0
Acquisition of businesses	$ 31,000		35,128
Changes to preliminary purchase price accounting		(4,069)	0
Foreign currency translation		980	(1,375)
Goodwill, end of period		$ 30,664	$ 33,753

Related Parties - Related Party Balances Included in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Related Party Transactions [Abstract]
Receivables due from affiliates	$ 44	$ 122
Amounts due to affiliates	(147)	(1,379)
Total related party liabilities, net	$ (103)	$ (1,257)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Operating activities:
Net income (loss)	$ (22,174)	$ (43,185)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	140,712	91,587
Provision for doubtful accounts	11,817	5,436
Impairment losses on long-lived assets	5,076	0
Gain on sale of rental equipment and other property, plant and equipment	(8,553)	(11,194)
Amortization of debt discounts and debt issuance costs	8,732	4,801
Loss on extinguishment of debt	7,244	0
Stock-based compensation expense	5,003	2,225
Deferred income tax benefit	(2,456)	(14,340)
Unrealized currency (gains) losses	(427)	773
Changes in operating assets and liabilities, net of effect of businesses acquired:
Trade receivables	(64,385)	(26,229)
Inventories	284	(553)
Prepaid and other assets	(1,734)	173
Accrued interest	(6,851)	12,902
Accounts payable and other accrued liabilities	7,324	(11,969)
Deferred revenue and customer deposits	19,464	5,153
Net cash provided by operating activities	99,076	15,580
Investing activities:
Proceeds from sale of rental equipment	31,504	21,593
Purchase of rental equipment and refurbishments	(160,877)	(111,505)
Proceeds from the sale of property, plant and equipment	13,199	681
Purchase of property, plant and equipment	(6,600)	(3,091)
Net cash used in investing activities	(122,774)	(1,176,468)
Financing activities:
Receipts from issuance of common stock	194	147,200
Receipts from borrowings	489,207	1,184,601
Payment of financing costs	(2,623)	(34,770)
Repayment of borrowings	(461,162)	(135,537)
Principal payments on capital lease obligations	(83)	(88)
Withholding taxes paid on behalf of employees on net settled stock-based awards	(654)	0
Payment of make-whole premium on Unsecured Notes redemption	(6,252)	0
Net cash provided by financing activities	18,627	1,161,406
Effect of exchange rate changes on cash and cash equivalents	64	68
Net change in cash and cash equivalents	(5,007)	586
Cash and cash equivalents at the beginning of the period	8,958	9,185
Cash and cash equivalents at the end of the period	3,951	9,771
Supplemental cash flow information:
Interest paid	94,908	28,721
Income taxes paid, net	547	2,339
Capital expenditures accrued or payable	26,444	17,478
Modular Space Holdings, Inc
Investing activities:
Acquisition of a business	0	(1,060,140)
Tyson Onsite
Investing activities:
Acquisition of a business	$ 0	$ (24,006)

Derivatives - Location and Fair Value of Derivative Instruments Designated as Hedges in the Consolidated Balance Sheet (Details) - Interest Rate Swap - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Derivative [Line Items]
Accrued liabilities	$ 4,980	$ 1,709
Other long-term liabilities	$ 11,574	$ 6,192

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Revenue	$ 272,340	$ 218,924	$ 793,473	$ 494,008
US
Disaggregation of Revenue [Line Items]
Revenue	249,108	199,771	722,322	450,874
Canada
Disaggregation of Revenue [Line Items]
Revenue	19,309	14,351	58,982	31,196
Mexico
Disaggregation of Revenue [Line Items]
Revenue	3,923	4,802	12,169	11,938
ModSpace
Disaggregation of Revenue [Line Items]
Revenue	131,555	98,793	384,580	235,652
Portable storage leasing revenue
Disaggregation of Revenue [Line Items]
Revenue	6,033	5,402	18,295	15,169
VAPS
Disaggregation of Revenue [Line Items]
Revenue	40,944	28,469	118,005	68,478
Other leasing-related revenue
Disaggregation of Revenue [Line Items]
Revenue	12,762	8,996	36,145	20,872
Modular leasing
Disaggregation of Revenue [Line Items]
Revenue	191,294	141,660	557,025	340,171
Modular delivery and installation
Disaggregation of Revenue [Line Items]
Revenue	61,883	46,777	168,643	104,440
Total leasing and services
Disaggregation of Revenue [Line Items]
Revenue	253,177	188,437	725,668	444,611
New units
Disaggregation of Revenue [Line Items]
Revenue	11,536	20,920	38,064	33,584
Rental units
Disaggregation of Revenue [Line Items]
Revenue	7,627	9,567	29,741	15,813
VAPS service
Disaggregation of Revenue [Line Items]
Revenue	$ 4,000	$ 3,000	$ 11,900	$ 7,900

Intangibles

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles

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


	September 30, 2019
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Favorable lease rights	4.6	$	1,738	$	(510)	$	1,228
ModSpace trade name	1.9	3,000		(1,125)		1,875
Total intangible assets subject to amortization		4,738		(1,635)		3,103

Indefinite-lived intangible assets:
Trade name		125,000		—		125,000
Total intangible assets other than goodwill		$	129,738	$	(1,635)	$	128,103


	December 31, 2018
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Favorable lease rights	6.7	$	4,523	$	(347)	$	4,176
ModSpace trade name	2.7	3,000		(375)		2,625
Total intangible assets subject to amortization		7,523		(722)		6,801

Indefinite-lived intangible assets:
Trade name		125,000		—		125,000
Total intangible assets other than goodwill		$	132,523	$	(722)	$	131,801

The Company assigned $3.0 million and $4.0 million to definite-lived intangible assets, related to the ModSpace trade name and favorable lease rights. The Company allocated $3.9 million and $0.1 million of the favorable lease rights to the Modular - US segment and Modular - Other North America segments, as defined in Note 16, respectively. The ModSpace trade name has an estimated useful life of three years and the favorable lease assets are amortized over the life of the leases. These intangibles are non-deductible for income tax purposes.

The aggregate amortization expense for intangible assets subject to amortization was $0.4 million and $1.2 million for the three and nine months ended September 30, 2019, respectively. For the three months ended September 30, 2019, $0.3 million was recorded in other depreciation and amortization expense and $0.1 million related to the favorable lease rights was recorded in SG&A. For the nine months ended September 30, 2019, $0.8 million was recorded in other depreciation and amortization expense and $0.4 million related to the favorable lease rights was recorded in SG&A. The aggregate amortization expense for intangible assets subject to amortization was $0.2 million and $0.6 million for the three and nine months ended September 30, 2018, respectively. For the three months ended September 30, 2018, $0.2 million was recorded in other depreciation and amortization expense. For the nine months ended September 30, 2018, $0.5 million was recorded in other depreciation and amortization expense and $0.1 million related to the favorable lease rights was recorded in SG&A.

The Company recognized a non-cash impairment charge of $2.4 million in impairment losses on long-lived assets during the nine months ended September 30, 2019 as a result of the closure of a branch location with a favorable lease asset which was acquired in the ModSpace acquisition.

Derivatives - Narrative (Details) - Interest Rate Swap	3 Months Ended	9 Months Ended
Derivatives - Narrative (Details) - Interest Rate Swap	Sep. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Notational amount	$ 400,000,000.0	$ 400,000,000.0
Loss Recognized in OCI	(700,000)	(8,600,000)
Interest expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Loss Reclassified from AOCI into income (Effective Portion)	$ (800,000)	$ (2,000,000.0)

Goodwill - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
Goodwill - Narrative (Details) - USD ($) $ in Thousands	Aug. 15, 2018	Dec. 31, 2018
Goodwill [Line Items]
Goodwill recognized		$ 218,839
Modular – US
Goodwill [Line Items]
Goodwill recognized	$ 171,300	183,711
Modular – Other North America
Goodwill [Line Items]
Goodwill recognized	$ 31,000	$ 35,128
US Reporting Unit
Goodwill [Line Items]
Percentage of fair value in excess of carrying value		100.00%
Canadian Reporting Unit
Goodwill [Line Items]
Percentage of fair value in excess of carrying value		1.00%

Segment Reporting - Segment Reporting and Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues:
Modular leasing	$ 191,294	$ 141,660	$ 557,025	$ 340,171
Revenue	272,340	218,924	793,473	494,008
Costs:
Modular leasing	58,168	39,215	160,476	93,506
Depreciation of rental equipment	43,869	35,534	128,940	82,849
Gross profit	103,426	80,946	311,976	186,507
Other selected data:
Adjusted EBITDA	88,377	64,618	261,612	142,026
Selling, general and administrative expense	68,159	71,897	213,267	164,845
Other depreciation and amortization	3,707	3,720	9,878	7,726
Purchase of rental equipment and refurbishments	47,789	46,742	160,877	111,505
Modular delivery and installation
Revenues:
Revenue	61,883	46,777	168,643	104,440
Costs:
Cost of sales	54,364	42,390	146,175	98,038
New units
Revenues:
Revenue	11,536	20,920	38,064	33,584
Costs:
Cost of sales	7,421	15,089	26,298	23,780
Rental units
Revenues:
Revenue	7,627	9,567	29,741	15,813
Costs:
Cost of sales	5,092	5,750	19,608	9,328
Modular – US \| Operating Segments
Revenues:
Modular leasing	173,423	128,007	506,703	306,920
Revenue	247,701	197,625	718,038	444,525
Costs:
Modular leasing	53,601	36,204	148,567	85,766
Depreciation of rental equipment	39,283	31,702	114,957	72,606
Gross profit	94,257	73,007	284,336	169,556
Other selected data:
Adjusted EBITDA	80,424	58,454	238,572	129,170
Selling, general and administrative expense	61,484	66,102	192,042	150,248
Other depreciation and amortization	3,415	3,403	9,033	6,962
Purchase of rental equipment and refurbishments	44,951	43,007	153,113	104,462
Modular – US \| Operating Segments \| Modular delivery and installation
Revenues:
Revenue	56,005	41,830	155,284	93,190
Costs:
Cost of sales	49,229	37,782	132,929	87,032
Modular – US \| Operating Segments \| New units
Revenues:
Revenue	10,774	19,193	35,204	30,157
Costs:
Cost of sales	7,016	13,905	24,404	21,347
Modular – US \| Operating Segments \| Rental units
Revenues:
Revenue	7,499	8,595	20,847	14,258
Costs:
Cost of sales	4,315	5,025	12,845	8,218
Modular – Other North America \| Operating Segments
Revenues:
Modular leasing	17,871	13,653	50,322	33,251
Revenue	24,639	21,299	75,435	49,483
Costs:
Modular leasing	4,567	3,011	11,909	7,740
Depreciation of rental equipment	4,586	3,832	13,983	10,243
Gross profit	9,169	7,939	27,640	16,951
Other selected data:
Adjusted EBITDA	7,953	6,164	23,040	12,856
Selling, general and administrative expense	6,675	5,795	21,225	14,597
Other depreciation and amortization	292	317	845	764
Purchase of rental equipment and refurbishments	2,838	3,735	7,764	7,043
Modular – Other North America \| Operating Segments \| Modular delivery and installation
Revenues:
Revenue	5,878	4,947	13,359	11,250
Costs:
Cost of sales	5,135	4,608	13,246	11,006
Modular – Other North America \| Operating Segments \| New units
Revenues:
Revenue	762	1,727	2,860	3,427
Costs:
Cost of sales	405	1,184	1,894	2,433
Modular – Other North America \| Operating Segments \| Rental units
Revenues:
Revenue	128	972	8,894	1,555
Costs:
Cost of sales	$ 777	$ 725	$ 6,763	$ 1,110

Segment Reporting

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Segment Reporting

The Company operates in one principal line of business: modular leasing and sales.

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

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

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

Reportable Segments

The following tables set forth certain information regarding each of the Company’s reportable segments for the three and nine months ended September 30, 2019 and 2018, respectively.


	Three Months Ended September 30, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	173,423	$	17,871	$	191,294
Modular delivery and installation	56,005		5,878		61,883
Sales revenue:
New units	10,774		762		11,536
Rental units	7,499		128		7,627
Total revenues	247,701		24,639		272,340

Costs:
Cost of leasing and services:
Modular leasing	53,601		4,567		58,168
Modular delivery and installation	49,229		5,135		54,364
Cost of sales:
New units	7,016		405		7,421
Rental units	4,315		777		5,092
Depreciation of rental equipment	39,283		4,586		43,869
Gross profit	$	94,257	$	9,169	$	103,426
Other selected data:
Adjusted EBITDA	$	80,424	$	7,953	$	88,377
Selling, general and administrative expense	$	61,484	$	6,675	$	68,159
Other depreciation and amortization	$	3,415	$	292	$	3,707
Purchase of rental equipment and refurbishments	$	44,951	$	2,838	$	47,789


	Three Months Ended September 30, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	128,007	$	13,653	$	141,660
Modular delivery and installation	41,830		4,947		46,777
Sales revenue:
New units	19,193		1,727		20,920
Rental units	8,595		972		9,567
Total revenues	197,625		21,299		218,924

Costs:
Cost of leasing and services:
Modular leasing	36,204		3,011		39,215
Modular delivery and installation	37,782		4,608		42,390
Cost of sales:
New units	13,905		1,184		15,089
Rental units	5,025		725		5,750
Depreciation of rental equipment	31,702		3,832		35,534
Gross profit	$	73,007	$	7,939	$	80,946
Other selected data:
Adjusted EBITDA	$	58,454	$	6,164	$	64,618
Selling, general and administrative expense	$	66,102	$	5,795	$	71,897
Other depreciation and amortization	$	3,403	$	317	$	3,720
Purchase of rental equipment and refurbishments	$	43,007	$	3,735	$	46,742


	Nine Months Ended September 30, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	506,703	$	50,322	$	557,025
Modular delivery and installation	155,284		13,359		168,643
Sales revenue:
New units	35,204		2,860		38,064
Rental units	20,847		8,894		29,741
Total revenues	718,038		75,435		793,473

Costs:
Cost of leasing and services:
Modular leasing	148,567		11,909		160,476
Modular delivery and installation	132,929		13,246		146,175
Cost of sales:
New units	24,404		1,894		26,298
Rental units	12,845		6,763		19,608
Depreciation of rental equipment	114,957		13,983		128,940
Gross profit	$	284,336	$	27,640	$	311,976
Other selected data:
Adjusted EBITDA	$	238,572	$	23,040	$	261,612
Selling, general and administrative expense	$	192,042	$	21,225	$	213,267
Other depreciation and amortization	$	9,033	$	845	$	9,878
Purchase of rental equipment and refurbishments	$	153,113	$	7,764	$	160,877


	Nine Months Ended September 30, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	306,920	$	33,251	$	340,171
Modular delivery and installation	93,190		11,250		104,440
Sales revenue:
New units	30,157		3,427		33,584
Rental units	14,258		1,555		15,813
Total revenues	444,525		49,483		494,008

Costs:
Cost of leasing and services:
Modular leasing	85,766		7,740		93,506
Modular delivery and installation	87,032		11,006		98,038
Cost of sales:
New units	21,347		2,433		23,780
Rental units	8,218		1,110		9,328
Depreciation of rental equipment	72,606		10,243		82,849
Gross profit	$	169,556	$	16,951	$	186,507
Other selected data:
Adjusted EBITDA	$	129,170	$	12,856	$	142,026
Selling, general and administrative expense	$	150,248	$	14,597	$	164,845
Other depreciation and amortization	$	6,962	$	764	$	7,726
Purchase of rental equipment and refurbishments	$	104,462	$	7,043	$	111,505

The following tables present a reconciliation of the Company’s (loss) income from operations before income tax to Adjusted EBITDA by segment for the three and nine months ended September 30, 2019 and 2018, respectively:


	Three Months Ended September 30, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
(Loss) income from operations before income taxes	$	(1,768)	$	1,310	$	(458)
Interest expense	30,253		604		30,857
Depreciation and amortization	42,699		4,877		47,576
Currency losses, net	45		189		234
Restructuring costs	1,886		94		1,980
Integration costs	4,609		874		5,483
Stock compensation expense	1,813		—		1,813
Other expense	887		5		892
Adjusted EBITDA	$	80,424	$	7,953	$	88,377


	Three Months Ended September 30, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
(Loss) income from operations before income taxes	$	(44,519)	$	1,283	$	(43,236)
Interest expense	42,831		616		43,447
Depreciation and amortization	35,105		4,149		39,254
Currency gains, net	(112)		(313)		(425)
Restructuring costs	5,895		242		6,137
Integration costs	7,443		10		7,453
Stock compensation expense	1,050		—		1,050
Transaction costs	10,490		182		10,672
Other expense (income)	271		(5)		266
Adjusted EBITDA	$	58,454	$	6,164	$	64,618


	Nine Months Ended September 30, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
(Loss) income from operations before income taxes	$	(26,866)	$	2,670	$	(24,196)
Loss on extinguishment of debt	7,244		—		7,244
Interest expense	93,354		1,999		95,353
Depreciation and amortization	123,991		14,827		138,818
Currency gains, net	(160)		(276)		(436)
Goodwill and other impairments	4,507		569		5,076
Restructuring costs	8,460		623		9,083
Integration costs	21,221		2,642		23,863
Stock compensation expense	5,003		—		5,003
Other expense (income)	1,818		(14)		1,804
Adjusted EBITDA	$	238,572	$	23,040	$	261,612


	Nine Months Ended September 30, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Loss from operations before income taxes	$	(55,360)	$	(1,397)	$	(56,757)
Interest expense	65,654		1,667		67,321
Depreciation and amortization	79,568		11,007		90,575
Currency losses, net	159		1,012		1,171
Restructuring costs	6,962		252		7,214
Integration costs	14,858		10		14,868
Stock compensation expense	2,225		—		2,225
Transaction costs	14,539		251		14,790
Other expense	565		54		619
Adjusted EBITDA	$	129,170	$	12,856	$	142,026

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

Derivatives - Outstanding Interest Rate Swap Agreement (Details) - Interest Rate Swap - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Derivative [Line Items]
Notational amount	$ 400,000,000.0
Pay Rate	3.06%
Receive Rate	2.03%	2.44%

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is involved in various lawsuits or claims in the ordinary course of business. Management is of the opinion that there is no pending claim or lawsuit which, if adversely determined, would have a material effect on the Company’s financial condition, results of operations or cash flows.

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials and consumables	$ 15,956	$ 16,022
Work in process	0	196
Total inventories	$ 15,956	$ 16,218

Intangible - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
Intangible - Narrative (Details) - USD ($) $ in Millions	Aug. 15, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Finite-Lived Intangible Assets [Line Items]
Amortization expense for intangible assets		$ 0.4	$ 0.2	$ 1.2	$ 0.6
Intangible asset impairment losses				$ 2.4
Modular Space Holdings, Inc \| Trade name
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	$ 3.0
Estimated useful life of intangible assets	3 years			3 years
Modular Space Holdings, Inc \| Favorable Lease Asset
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	$ 4.0
Modular – US \| Modular Space Holdings, Inc \| Favorable Lease Asset
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	3.9
Modular – Other North America \| Modular Space Holdings, Inc \| Favorable Lease Asset
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired	$ 0.1
Depreciation and Amortization
Finite-Lived Intangible Assets [Line Items]
Amortization expense for intangible assets		0.3	$ 0.2	$ 0.8	0.5
SG&A
Finite-Lived Intangible Assets [Line Items]
Amortization expense for intangible assets		$ 0.1		$ 0.4	$ 0.1

Debt - Carrying Value of Debt Outstanding (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018	Aug. 06, 2018	Nov. 29, 2017
Debt Instrument [Line Items]
Capital lease and other financing obligations	$ 38,394,000	$ 37,983,000
Total debt	1,712,185,000	1,676,499,000
Less: current portion of long-term debt	(2,025,000)	(1,959,000)
Total long-term debt	$ 1,710,160,000	1,674,540,000
Long-term Debt
Debt Instrument [Line Items]
Debt issuance costs		900,000
Senior Notes \| 2022 Senior Secured Notes
Debt Instrument [Line Items]
Interest rate	7.875%			7.875%
Debt	$ 293,530,000	292,258,000
Debt issuance costs	$ 6,500,000	7,700,000
Senior Notes \| 2023 Senior Secured Notes
Debt Instrument [Line Items]
Interest rate	6.875%		6.875%
Debt	$ 482,344,000	293,918,000
Senior Notes \| 2023 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate	10.00%
Debt	$ 0	198,931,000
Line of Credit \| US ABL Facility
Debt Instrument [Line Items]
Debt issuance costs	19,600,000	25,100,000
Line of Credit \| US ABL Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt	897,917,000	853,409,000
Line of Credit \| Canadian ABL Facility
Debt Instrument [Line Items]
Debt issuance costs	0.0	900,000
Line of Credit \| Canadian ABL Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt	0	0
Debt, gross		900,000
Debt issuance costs	2,300,000	2,900,000
Line of Credit \| Canadian ABL Facility \| Revolving Credit Facility \| Other Non-current Assets
Debt Instrument [Line Items]
Debt issuance costs	$ 2,300,000	$ 2,000,000.0

Acquisitions and Assets Held for Sale - Pro-Forma Consolidated Statements of Operations (Details) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 15, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Business Acquisition [Line Items]
Revenue		$ 272,340,000	$ 218,924,000	$ 793,473,000	$ 494,008,000
Loss from operations before income tax		(458,000)	(43,236,000)	(24,196,000)	(56,757,000)
Restructuring costs		1,980,000	6,137,000	9,083,000	7,214,000
Integration costs		$ 5,483,000	7,453,000	$ 23,863,000	14,868,000
Transaction costs			$ 10,672,000		14,790,000
Senior Notes \| 2023 Senior Secured Notes
Business Acquisition [Line Items]
Debt issued	$ 300,000,000.0
Senior Notes \| 2023 Senior Unsecured Notes
Business Acquisition [Line Items]
Debt issued	$ 200,000,000.0
Senior Notes \| 2023 Senior Secured and Unsecured Notes
Business Acquisition [Line Items]
Weighted average interest rate for borrowings	6.54%
Revolving Credit Facility \| Line of Credit \| ABL Facility
Business Acquisition [Line Items]
Draw down of debt	$ 419,000,000.0
Weighted average interest rate for borrowings		4.54%		4.54%
Modular Space Holdings, Inc
Business Acquisition [Line Items]
Pro forma revenues					806,617,000
Loss from operations before income tax					(104,482,000)
Loss from operations before income tax before pro forma adjustments					(64,213,000)
Income tax benefit					(24,971,000)
Pro forma net loss					(79,511,000)
Restructuring costs					7,200,000
Integration costs					14,900,000
Transaction costs					14,800,000
Interest expense					20,500,000
Modular Space Holdings, Inc \| Impact of fair value mark-ups/useful life changes on depreciation
Business Acquisition [Line Items]
Loss from operations before income tax					(10,331,000)
Modular Space Holdings, Inc \| Intangible asset amortization
Business Acquisition [Line Items]
Loss from operations before income tax					(750,000)
Modular Space Holdings, Inc \| Interest expense
Business Acquisition [Line Items]
Loss from operations before income tax					(49,467,000)
Modular Space Holdings, Inc \| Elimination of historic interest
Business Acquisition [Line Items]
Loss from operations before income tax					20,279,000
Modular Space Holdings, Inc
Business Acquisition [Line Items]
Revenue					312,609,000
Loss from operations before income tax					$ (7,456,000)

Restructuring - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 1,980	$ 6,137	$ 9,083	$ 7,214
Operating Segments \| Modular – US
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,886	5,895	8,460	6,962
Operating Segments \| Modular – Other North America
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 94	$ 242	$ 623	$ 252

Income (Loss) Per Share - Reconciliation of Net Income (Loss) and Weighted-Average Shares of Common Stock Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator
Net income (loss)	$ 762	$ (11,775)	$ (11,161)	$ (36,729)	$ 379	$ (6,835)	$ (22,174)	$ (43,185)
Net income (loss) attributable to non-controlling interest, net of tax	273			(3,210)			(1,449)	(3,715)
Net income (loss) attributable to WillScot	$ 489			$ (33,519)			$ (20,725)	$ (39,470)
Denominator
Weighted average shares - basic (in shares)	108,720,857			90,726,920			108,646,741	82,165,909
Average effect of dilutive securities:
Warrants (in shares)	2,828,202			0			0	0
Average shares outstanding - diluted (in shares)	112,043,866			90,726,920			108,646,741	82,165,909
Income (loss) per share
Net income (loss) per share attributable to WillScot common shareholders - basic (in USD per share)	$ 0.00			$ (0.37)			$ (0.19)	$ (0.48)
Net income (loss) per share attributable to WillScot common shareholders - diluted (in USD per share)	$ 0.00			$ (0.37)			$ (0.19)	$ (0.48)
RSAs
Average effect of dilutive securities:
Share-based compensation (in shares)	5,614			0			0	0
Time-Based RSUs
Average effect of dilutive securities:
Share-based compensation (in shares)	272,622			0			0	0
Market-Based RSUs
Average effect of dilutive securities:
Share-based compensation (in shares)	216,571			0			0	0

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company recorded an income tax benefit of $1.2 million and $2.0 million for the three and nine months ended September 30, 2019, respectively, and $6.5 million and $13.6 million for the three and nine months ended September 30, 2018, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2019 was 266.4% and 8.4%, respectively, and 15.0% and 23.9% for the corresponding periods in 2018. The Company did not recognize a tax benefit on the loss from operations for the three or nine months ended September 30, 2019 as it is not more likely than not that the benefit is realizable. A tax benefit will be recognized only when there is sufficient income to support realizability. The Company’s effective tax rate for the three and nine months ended September 30, 2019 is principally a result of discrete items. The higher effective rate for the three months ended September 30, 2019 is due to a smaller pre-tax loss from operations than the prior two quarters. During the three and nine months ended September 30, 2019, the Company recognized income tax benefit of $1.2 million and $2.0 million, respectively, primarily attributable to (i) enacted legislative changes and (ii) valuation allowance adjustments generated by changes in provisional ModSpace balances recorded in 2019. During the three and nine months ended September 30, 2018, the Company recognized income tax benefit of $0.6 million and $5.3 million, respectively, mainly related to enacted legislative changes in the second quarter of 2018.

Label	Element	Value
Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 345,000
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 345,000

Revenue - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jan. 01, 2019
Disaggregation of Revenue [Line Items]
Bad debt expense	$ 5,500	$ 3,100	$ 11,817	$ 5,436
Deferred revenue	$ 46,300		46,300		$ 32,100
Previously deferred revenue recognized			$ 8,200
Receivables \| Credit Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage			2.40%
Modular Leasing
Disaggregation of Revenue [Line Items]
Concentration risk percentage			69.00%
Modular Leasing \| Revenues \| Revenue Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk percentage	69.00%	63.00%	69.00%	67.00%
Minimum
Disaggregation of Revenue [Line Items]
Lease term	1 month		1 month
Maximum
Disaggregation of Revenue [Line Items]
Lease term	60 months		60 months
Weighted Average
Disaggregation of Revenue [Line Items]
Lease term	10 months		10 months

Rental Equipment, net

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Rental Equipment, net

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


(in thousands)	September 30, 2019		December 31, 2018
Modular units and portable storage	$	2,430,505	$	2,333,776
Value added products	115,762		90,526
Total rental equipment	2,546,267		2,424,302
Less: accumulated depreciation	(593,438)		(495,012)
Rental equipment, net	$	1,952,829	$	1,929,290

During the three and nine months ended September 30, 2019, the Company received $1.3 million and $2.4 million, respectively, in insurance proceeds related to assets damaged during Hurricane Harvey and Hurricane Irma. The insurance proceeds exceeded the book value of damaged assets, and the Company recorded gains of $0.4 million and $2.3 million which are reflected in other income, net, on the condensed consolidated statements of operations for three and nine months ended September 30, 2019, respectively.

During the three and nine months ended September 30, 2018, the Company received $0.0 million and $9.3 million, respectively, in insurance proceeds related to assets damaged during Hurricane Harvey. The insurance proceeds exceeded the book value of damaged assets, and the Company recorded gains of $0.0 million and $4.8 million which are reflected in other income, net, on the condensed consolidated statements of operations for three and nine months ended September 30, 2018, respectively.

Stock-Based Compensation	9 Months Ended
Stock-Based Compensation	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation During the nine months ended September 30, 2019, 478,400 time-based restricted stock units ("Time-Based RSUs") and 302,182 market-based restricted stock units ("Market-Based RSUs", and together with the Time-Based RSUs, the "RSUs"), and 52,755 restricted stock awards ("RSAs") were granted under the WillScot Corporation 2017 Incentive Award Plan (the "Plan"). No stock option awards were granted during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, 72,053 RSAs, 213,180 Time-Based RSUs, and 147,313 stock options vested in accordance with their terms, resulting in the issuance of 228,590 shares of common stock, net of 56,643 shares withheld to cover taxes. An additional 13,767 shares were issued as a result of the exercise of stock options during the nine months ended September 30, 2019. No RSAs were forfeited during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, 46,232 Time-Based RSUs, 7,485 Market-Based RSUs, and 41,302 stock options were forfeited. At September 30, 2019, 52,755 RSAs, 1,071,721 Time-Based RSUs, 294,697 Market-Based RSUs, and 386,875 stock options were unvested, with weighted average grant date fair values of $14.69, $12.78, $13.22, and $5.51, respectively. Restricted Stock Awards Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million and $0.8 million for the three and nine months ended September 30, 2019, respectively, with associated tax benefits of $0.0 million and $0.1 million for the three and nine months ended September 30, 2019, respectively. At September 30, 2019, there was $0.6 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 0.7 years. Time-Based Restricted Stock Units Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $1.0 million and $2.9 million for the three and nine months ended September 30, 2019, respectively, with associated tax benefits of $0.0 million and $0.2 million for the three and nine months ended September 30, 2019, respectively. At September 30, 2019, unrecognized compensation cost related to Time-Based RSUs totaled $11.4 million and is expected to be recognized over the remaining weighted average vesting period of 2.9 years. Market-Based Restricted Stock Units On March 21, 2019, the Company granted 302,182 Market-Based RSUs, which vest based on achievement of the relative total stockholder return ("TSR") of the Company's common stock as compared to the TSR of the constituents of the Russell 3000 Index at grant date over the three-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 0% (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. The Market-Based RSUs were valued based on a Monte Carlo simulation model to reflect the impact of the Market-Based RSU market condition, resulting in a grant-date fair value per Market-Based RSU of $13.22. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Market-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided. Compensation expense for Market-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million and $0.7 million for the three and nine months ended September 30, 2019, respectively, with associated tax benefits of $0.0 million and $0.1 million for the three and nine months ended September 30, 2019, respectively. At September 30, 2019, unrecognized compensation cost related to Market-Based RSUs totaled $3.2 million and is expected to be recognized over the remaining vesting period of 2.5 years. Stock Option Awards Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.2 million and $0.6 million for the three and nine months ended September 30, 2019, respectively, with associated tax benefits of $0.0 million and $0.1 million for the three and nine months ended September 30, 2019, respectively. At September 30, 2019, unrecognized compensation cost related to stock option awards totaled $1.8 million and is expected to be recognized over the remaining vesting period of 2.5 years.

Goodwill

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Changes in the carrying amount of goodwill were as follows:


(in thousands)	Modular – US		Modular – Other North America		Total
Balance at January 1, 2018	$	28,609	$	—	$	28,609
Acquisition of a business	183,711		35,128		218,839
Changes to preliminary purchase price accounting	944		—		944
Foreign currency translation	—		(1,375)		(1,375)
Balance at December 31, 2018	213,264		33,753		247,017
Changes to preliminary purchase price accounting	(9,331)		(4,069)		(13,400)
Foreign currency translation	—		980		980
Balance at September 30, 2019	$	203,933	$	30,664	$	234,597

As described in Note 2, the Company acquired ModSpace in August 2018. The acquisition of ModSpace resulted in the recognition of $171.3 million and $31.0 million of goodwill in the Modular - US segment and Modular - Other North America segments, as defined in Note 16.

Impairment Indicator Analysis

The Company had no goodwill impairment during the nine months ended September 30, 2019 and there were no indicators of impairment as of September 30, 2019. There were indicators of impairment as of December 31, 2018, as detailed below.

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

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

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

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

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

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 - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Intangible assets subject to amortization:
Gross carrying amount	$ 4,738	$ 7,523
Accumulated amortization	(1,635)	(722)
Net book value	3,103	6,801
Indefinite-lived intangible assets:
Indefinite-lived intangible assets		125,000
Gross carrying amount	129,738	132,523
Net book value	$ 128,103	$ 131,801
Favorable lease rights
Intangible assets subject to amortization:
Weighted average remaining life (in years)	4 years 7 months 6 days	6 years 8 months 12 days
Gross carrying amount	$ 1,738	$ 4,523
Accumulated amortization	(510)	(347)
Net book value	$ 1,228	$ 4,176
ModSpace trade name
Intangible assets subject to amortization:
Weighted average remaining life (in years)	1 year 10 months 24 days	2 years 8 months 12 days
Gross carrying amount	$ 3,000	$ 3,000
Accumulated amortization	(1,125)	(375)
Net book value	1,875	$ 2,625
ModSpace trade name
Indefinite-lived intangible assets:
Indefinite-lived intangible assets	$ 125,000

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2019

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables set forth certain information regarding each of the Company’s reportable segments for the three and nine months ended September 30, 2019 and 2018, respectively.


	Three Months Ended September 30, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	173,423	$	17,871	$	191,294
Modular delivery and installation	56,005		5,878		61,883
Sales revenue:
New units	10,774		762		11,536
Rental units	7,499		128		7,627
Total revenues	247,701		24,639		272,340

Costs:
Cost of leasing and services:
Modular leasing	53,601		4,567		58,168
Modular delivery and installation	49,229		5,135		54,364
Cost of sales:
New units	7,016		405		7,421
Rental units	4,315		777		5,092
Depreciation of rental equipment	39,283		4,586		43,869
Gross profit	$	94,257	$	9,169	$	103,426
Other selected data:
Adjusted EBITDA	$	80,424	$	7,953	$	88,377
Selling, general and administrative expense	$	61,484	$	6,675	$	68,159
Other depreciation and amortization	$	3,415	$	292	$	3,707
Purchase of rental equipment and refurbishments	$	44,951	$	2,838	$	47,789


	Three Months Ended September 30, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	128,007	$	13,653	$	141,660
Modular delivery and installation	41,830		4,947		46,777
Sales revenue:
New units	19,193		1,727		20,920
Rental units	8,595		972		9,567
Total revenues	197,625		21,299		218,924

Costs:
Cost of leasing and services:
Modular leasing	36,204		3,011		39,215
Modular delivery and installation	37,782		4,608		42,390
Cost of sales:
New units	13,905		1,184		15,089
Rental units	5,025		725		5,750
Depreciation of rental equipment	31,702		3,832		35,534
Gross profit	$	73,007	$	7,939	$	80,946
Other selected data:
Adjusted EBITDA	$	58,454	$	6,164	$	64,618
Selling, general and administrative expense	$	66,102	$	5,795	$	71,897
Other depreciation and amortization	$	3,403	$	317	$	3,720
Purchase of rental equipment and refurbishments	$	43,007	$	3,735	$	46,742


	Nine Months Ended September 30, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	506,703	$	50,322	$	557,025
Modular delivery and installation	155,284		13,359		168,643
Sales revenue:
New units	35,204		2,860		38,064
Rental units	20,847		8,894		29,741
Total revenues	718,038		75,435		793,473

Costs:
Cost of leasing and services:
Modular leasing	148,567		11,909		160,476
Modular delivery and installation	132,929		13,246		146,175
Cost of sales:
New units	24,404		1,894		26,298
Rental units	12,845		6,763		19,608
Depreciation of rental equipment	114,957		13,983		128,940
Gross profit	$	284,336	$	27,640	$	311,976
Other selected data:
Adjusted EBITDA	$	238,572	$	23,040	$	261,612
Selling, general and administrative expense	$	192,042	$	21,225	$	213,267
Other depreciation and amortization	$	9,033	$	845	$	9,878
Purchase of rental equipment and refurbishments	$	153,113	$	7,764	$	160,877


	Nine Months Ended September 30, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Revenues:
Leasing and services revenue:
Modular leasing	$	306,920	$	33,251	$	340,171
Modular delivery and installation	93,190		11,250		104,440
Sales revenue:
New units	30,157		3,427		33,584
Rental units	14,258		1,555		15,813
Total revenues	444,525		49,483		494,008

Costs:
Cost of leasing and services:
Modular leasing	85,766		7,740		93,506
Modular delivery and installation	87,032		11,006		98,038
Cost of sales:
New units	21,347		2,433		23,780
Rental units	8,218		1,110		9,328
Depreciation of rental equipment	72,606		10,243		82,849
Gross profit	$	169,556	$	16,951	$	186,507
Other selected data:
Adjusted EBITDA	$	129,170	$	12,856	$	142,026
Selling, general and administrative expense	$	150,248	$	14,597	$	164,845
Other depreciation and amortization	$	6,962	$	764	$	7,726
Purchase of rental equipment and refurbishments	$	104,462	$	7,043	$	111,505

Reconciliation of Assets from Segment to Consolidated


	Three Months Ended September 30, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
(Loss) income from operations before income taxes	$	(1,768)	$	1,310	$	(458)
Interest expense	30,253		604		30,857
Depreciation and amortization	42,699		4,877		47,576
Currency losses, net	45		189		234
Restructuring costs	1,886		94		1,980
Integration costs	4,609		874		5,483
Stock compensation expense	1,813		—		1,813
Other expense	887		5		892
Adjusted EBITDA	$	80,424	$	7,953	$	88,377


	Three Months Ended September 30, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
(Loss) income from operations before income taxes	$	(44,519)	$	1,283	$	(43,236)
Interest expense	42,831		616		43,447
Depreciation and amortization	35,105		4,149		39,254
Currency gains, net	(112)		(313)		(425)
Restructuring costs	5,895		242		6,137
Integration costs	7,443		10		7,453
Stock compensation expense	1,050		—		1,050
Transaction costs	10,490		182		10,672
Other expense (income)	271		(5)		266
Adjusted EBITDA	$	58,454	$	6,164	$	64,618


	Nine Months Ended September 30, 2019
(in thousands)	Modular - US		Modular - Other North America		Total
(Loss) income from operations before income taxes	$	(26,866)	$	2,670	$	(24,196)
Loss on extinguishment of debt	7,244		—		7,244
Interest expense	93,354		1,999		95,353
Depreciation and amortization	123,991		14,827		138,818
Currency gains, net	(160)		(276)		(436)
Goodwill and other impairments	4,507		569		5,076
Restructuring costs	8,460		623		9,083
Integration costs	21,221		2,642		23,863
Stock compensation expense	5,003		—		5,003
Other expense (income)	1,818		(14)		1,804
Adjusted EBITDA	$	238,572	$	23,040	$	261,612


	Nine Months Ended September 30, 2018
(in thousands)	Modular - US		Modular - Other North America		Total
Loss from operations before income taxes	$	(55,360)	$	(1,397)	$	(56,757)
Interest expense	65,654		1,667		67,321
Depreciation and amortization	79,568		11,007		90,575
Currency losses, net	159		1,012		1,171
Restructuring costs	6,962		252		7,214
Integration costs	14,858		10		14,868
Stock compensation expense	2,225		—		2,225
Transaction costs	14,539		251		14,790
Other expense	565		54		619
Adjusted EBITDA	$	129,170	$	12,856	$	142,026

Debt (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of Debt

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


(in thousands, except rates)	Interest rate	Year of maturity	September 30, 2019		December 31, 2018
2022 Secured Notes	7.875%	2022	$	293,530	$	292,258
2023 Secured Notes	6.875%	2023	482,344		293,918
Unsecured Notes	10.000%	2023	—		198,931
US ABL Facility	Varies	2022	897,917		853,409
Canadian ABL Facility (a)	Varies	2022	—		—
Capital lease and other financing obligations			38,394		37,983
Total debt			1,712,185		1,676,499
Less: current portion of long-term debt			(2,025)		(1,959)
Total long-term debt			$	1,710,160	$	1,674,540

(a) As of September 30, 2019, the Company had no outstanding principal borrowings remaining on the Canadian ABL Facility and $2.3 million of related debt issuance costs. As there were no principal borrowings outstanding on the Canadian ABL Facility, the $2.3 million of debt issuance costs related to that facility are included in other non-current assets on the condensed consolidated balance sheet. As of December 31, 2018, the Company had $0.9 million of outstanding principal borrowings on the Canadian ABL Facility and $2.9 million of related debt issuance costs. $0.9 million of the related debt issuance costs are recorded as a direct offset against the principal of the Canadian ABL Facility and the remaining $2.0 million, in excess of principal, has been included in other non-current assets on the condensed consolidated balance sheet.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

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

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Related Parties (Tables)

9 Months Ended

Sep. 30, 2019

Related party balances included in the Company’s consolidated balance sheet at September 30, 2019 and December 31, 2018, consisted of the following:


(in thousands)	Financial statement line Item	September 30, 2019		December 31, 2018
Receivables due from affiliates	Prepaid expenses and other current assets	$	44	$	122
Amounts due to affiliates	Accrued liabilities	(147)		(1,379)
	Total related party liabilities, net	$	(103)	$	(1,257)

Related party transactions included in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2019 and 2018, respectively, consisted of the following:


		Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	Financial statement line item	2019		2018		2019		2018
Leasing revenue from related parties	Modular leasing revenue	$	81	$	104	$	232	$	629
Rental unit sales to related parties	Rental unit sales	—		1,548		—		1,548
	Total related party income, net	$	81	$	1,652	$	232	$	2,177

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2019	Oct. 31, 2019
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-37552
Entity Registrant Name	WILLSCOT CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-3430194
Entity Address, Address Line One	901 S. Bond Street
Entity Address, Address Line Two	#600
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21231
City Area Code	410
Local Phone Number	931-6000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	WSC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001647088
Current Fiscal Year End Date	--12-31
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		108,751,354
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,024,419

Rental Equipment, net (Tables)

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of Rental Equipment, Net

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


(in thousands)	September 30, 2019		December 31, 2018
Modular units and portable storage	$	2,430,505	$	2,333,776
Value added products	115,762		90,526
Total rental equipment	2,546,267		2,424,302
Less: accumulated depreciation	(593,438)		(495,012)
Rental equipment, net	$	1,952,829	$	1,929,290

Restructuring

9 Months Ended

Sep. 30, 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”). The Company's restructuring plans are generally country or region specific and are typically completed within a one year period. Restructuring costs incurred under these plans include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other related costs associated with exit or disposal activities including, but not limited to, costs for consolidating or closing facilities. Costs related to the integration of acquired businesses that do not meet the definition of restructuring under ASC 420, such as employee training costs, duplicate facility costs, and professional services expenses, are included within SG&A.

The following is a summary of the activity in the Company’s restructuring accruals for three and nine months ended September 30, 2019 and 2018:


	Three Months Ended September 30,
(in thousands)	2019										2018
	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period	$	1,143	$	1,764	$	2,907	$	967	$	—	$	967
Charges	321		1,659		1,980		2,715		3,422		6,137
Cash payments	(544)		(730)		(1,274)		(1,161)		(2,500)		(3,661)
Foreign currency translation	(91)		—		(91)		5		—		5
Non-cash movements	—		(324)		(324)		—		—		—
Balance at end of period	$	829	$	2,369	$	3,198	$	2,526	$	922	$	3,448


	Nine Months Ended September 30,
(in thousands)	2019										2018
	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period	$	4,544	$	971	$	5,515	$	227	$	—	$	227
Charges	1,951		7,132		9,083		3,792		3,422		7,214
Cash payments	(5,476)		(3,745)		(9,221)		(1,491)		(2,500)		(3,991)
Foreign currency translation	(190)		—		(190)		(2)		—		(2)
Non-cash movements	—		(1,989)		(1,989)		—		—		—
Balance at end of period	$	829	$	2,369	$	3,198	$	2,526	$	922	$	3,448

The restructuring charges for the three and nine months ended September 30, 2019 relate primarily to employee termination costs and lease exit costs in connection with the integration of ModSpace. The Company initiated certain restructuring plans associated with the ModSpace acquisition in order to capture operating synergies as a result of integrating ModSpace into WillScot. The restructuring activities primarily include the termination of leases for duplicative branches and corporate facilities and the termination of employees in connection with the consolidation of these overlapping facilities and functions within our existing business. At September 30, 2019, the Company is substantially complete with actions related to employee costs. The Company is still in the process of evaluating and closing acquired facilities and anticipates that all actions will be taken by the end of the first half of 2020.

The restructuring charges for the three and nine months ended September 30, 2018 primarily relate to employee termination costs in connection with the integration of Acton, Tyson and ModSpace. As part of the restructuring plan, certain employees were required to render future service in order to receive their termination benefits. The termination costs associated with these employees was recognized over the period from the commencement of the restructuring plans to the actual date of termination.

Segments

The $2.0 million of restructuring charges for the three months ended September 30, 2019 includes $1.9 million of charges related to the Modular - US segment and $0.1 million of charges related to the Modular - Other North America segment. The $9.1 million of restructuring charges for the nine months ended September 30, 2019 includes $8.5 million of charges pertaining to the Modular - US segment and $0.6 million of charges pertaining to the Modular - Other North America segment.

The $6.1 million of restructuring charges for the three months ended September 30, 2018 includes $5.9 million of charges related to the Modular - US segment and $0.2 million of charges related to the Modular - Other North America segment. The $7.2 million of restructuring charges for the nine months ended September 30, 2018 include $7.0 million charges pertaining to the Modular - US segment and $0.2 million of charges related to the Modular - Other North America segment.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Trade receivables, net of allowance	$ 15,113	$ 9,340
Class A Common Stock
Common stock par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	400,000,000	400,000,000
Common stock issued (in shares)	108,751,354	108,508,997
Common stock outstanding (in shares)	108,751,354	108,508,997
Class B Common Stock
Common stock par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	100,000,000	100,000,000
Common stock issued (in shares)	8,024,419	8,024,419
Common stock outstanding (in shares)	8,024,419	8,024,419

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Total	Additional Paid-in-Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total Shareholders' Equity	Non-Controlling Interest	Class A Common Stock	Class A Common 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 income	(6,835)			(6,187)	(6,187)	(648)
Other comprehensive income (loss)	263		239		239	24
Adoption of ASU 2018-02	0		(2,540)	2,540
Stock-based compensation	121	121			121
Ending Balance at Mar. 31, 2018	478,099	2,122,047	(51,798)	(1,640,466)	429,792	48,307		$ 8		$ 1
Ending balance (in shares) at Mar. 31, 2018								84,645,000		8,024,000
Beginning balance at Dec. 31, 2017	484,550	2,121,926	(49,497)	(1,636,819)	435,619	48,931		$ 8		$ 1
Beginning balance (in shares) at Dec. 31, 2017								84,645,000		8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(43,185)
Ending Balance at Sep. 30, 2018	730,709	2,390,188	(52,119)	(1,673,749)	664,331	66,378		$ 10		$ 1
Ending balance (in shares) at Sep. 30, 2018								100,303,000		8,024,000
Beginning balance at Mar. 31, 2018	478,099	2,122,047	(51,798)	(1,640,466)	429,792	48,307		$ 8		$ 1
Beginning balance (in shares) at Mar. 31, 2018								84,645,000		8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	379			236	236	143
Other comprehensive income (loss)	(2,912)		(2,619)		(2,619)	(293)
Stock-based compensation	1,054	1,054			1,054
Ending Balance at Jun. 30, 2018	476,620	2,123,101	(54,417)	(1,640,230)	428,463	48,157		$ 8		$ 1
Ending balance (in shares) at Jun. 30, 2018								84,645,000		8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(36,729)			(33,519)	(33,519)	(3,210)
Other comprehensive income (loss)	2,541		2,298		2,298	243
Stock-based compensation	1,050	1,050			1,050
Issuance of common stock and contribution of proceeds to WSII	139,119	131,544			131,545	7,574		$ 1
Issuance of common stock and contribution of proceeds to WSII (in shares)								9,200,000
Acquisition of ModSpace and the related financing transactions including stock and warrants	148,108	134,493			134,494	13,614		$ 1
Acquisition of ModSpace and the related financing transactions including stock and warrants (in shares)								6,458,000
Ending Balance at Sep. 30, 2018	730,709	2,390,188	(52,119)	(1,673,749)	664,331	66,378		$ 10		$ 1
Ending balance (in shares) at Sep. 30, 2018								100,303,000		8,024,000
Beginning balance at Dec. 31, 2018	702,197	2,389,548	(68,026)	(1,683,319)	638,215	63,982		$ 11		$ 1
Beginning balance (in shares) at Dec. 31, 2018							108,508,997	108,509,000	8,024,419	8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(11,161)			(10,301)	(10,301)	(860)
Other comprehensive income (loss)	1,914		1,748		1,748	166
Stock-based compensation	636	636			636
Stock-based compensation (in shares)								184,000
Ending Balance at Mar. 31, 2019	693,931	2,390,184	(66,278)	(1,693,275)	630,643	63,288		$ 11		$ 1
Ending balance (in shares) at Mar. 31, 2019								108,693,000		8,024,000
Beginning balance at Dec. 31, 2018	702,197	2,389,548	(68,026)	(1,683,319)	638,215	63,982		$ 11		$ 1
Beginning balance (in shares) at Dec. 31, 2018							108,508,997	108,509,000	8,024,419	8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ (22,174)
Issuance of common stock from exercise of options (in shares)	13,767
Stock-based compensation (in shares)	242,357
Ending Balance at Sep. 30, 2019	$ 683,939	2,394,091	(68,908)	(1,703,699)	621,496	62,443		$ 11		$ 1
Ending balance (in shares) at Sep. 30, 2019							108,751,354	108,751,000	8,024,419	8,024,000
Beginning balance at Mar. 31, 2019	693,931	2,390,184	(66,278)	(1,693,275)	630,643	63,288		$ 11		$ 1
Beginning balance (in shares) at Mar. 31, 2019								108,693,000		8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	(11,775)			(10,913)	(10,913)	(862)
Other comprehensive income (loss)	413		368		368	45
Stock-based compensation	1,901	1,901			1,901
Stock-based compensation (in shares)								6,000
Ending Balance at Jun. 30, 2019	684,470	2,392,085	(65,910)	(1,704,188)	621,999	62,471		$ 11		$ 1
Ending balance (in shares) at Jun. 30, 2019								108,699,000		8,024,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	762			489	489	273
Other comprehensive income (loss)	(3,299)		(2,998)		(2,998)	(301)
Issuance of common stock from the exercise of options	194	194			194
Issuance of common stock from exercise of options (in shares)								14,000
Stock-based compensation	1,812	1,812			1,812
Stock-based compensation (in shares)								38,000
Ending Balance at Sep. 30, 2019	$ 683,939	$ 2,394,091	$ (68,908)	$ (1,703,699)	$ 621,496	$ 62,443		$ 11		$ 1
Ending balance (in shares) at Sep. 30, 2019							108,751,354	108,751,000	8,024,419	8,024,000

Derivatives (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Agreements

The following table summarizes the outstanding interest rate swap arrangement as of September 30, 2019:


	Aggregate Notional Amount (in millions)		Receive Rate	Pay Rate		Receive Rate as of September 30, 2019		Receive Rate as of December 31, 2018
US ABL Facility	$	400.0	1 month LIBOR	3.06	%	2.03	%	2.44	%

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

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


(in thousands)	Balance Sheet Location	September 30, 2019		December 31, 2018
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	4,980	$	1,709
Interest rate swap	Other long-term liabilities	$	11,574	$	6,192

- 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

Income (Loss) Per Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Income (Loss) Per Share

Basic income (loss) per share (“EPS”) is calculated by dividing net loss attributable to WillScot by the weighted average number of Class A common shares outstanding during the period. The common shares issued as a result of the vesting of RSUs and RSAs as well as the exercise of stock options, were included in EPS based on the weighted average number of days in which they were vested and outstanding during the period. Concurrently with the Business Combination, 12,425,000 of WillScot's Class A common shares were placed into escrow by shareholders and became ineligible to vote or participate in the economic rewards available to the other Class A shareholders. Escrowed shares were therefore excluded from the EPS calculation while deposited in the escrow account. 6,212,500 of the escrowed shares were released to shareholders on January 19, 2018, and the remaining escrowed shares were released to shareholders on August 21, 2018.

Class B common shares have no rights to dividends or distributions made by the Company and, in turn, are excluded from the EPS calculation. Pursuant to the exchange agreement entered into by WS Holding's shareholders, Sapphire has the right, but not the obligation, to exchange all, but not less than all, of its shares of WS Holdings into newly issued shares of WillScot’s Class A common stock in a private placement transaction.

Diluted EPS is computed similarly to basic EPS, except that it includes the potential dilution that could occur if dilutive securities were exercised. Effects of potentially dilutive securities are presented only in periods in which they are dilutive.

Stock options and warrants representing 534,188 and 9,999,579 shares of Class A common stock outstanding for the three months ended September 30, 2019 were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Stock options, Time-Based RSUs, RSAs, and warrants representing 386,875, 1,071,721, 52,755, and 22,183,513 shares of Class A common stock outstanding for the nine months ended September 30, 2019 were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Market-Based RSUs representing 294,697 shares of Class A common stock outstanding for the nine months ended September 30, 2019, which can vest at 0% to 150% of the amount granted, were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.

Stock options, Time-Based RSU, RSAs and warrants representing 589,257, 886,680, 27,675 and 44,750,000 shares of Class A common stock outstanding for the three and nine months ended September 30, 2018, were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

The following table is a reconciliation of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted income (loss) per share for the three and nine months ended September 30, 2019 and 2018:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share numbers)	2019		2018		2019		2018
Numerator
Net income (loss)	$	762	$	(36,729)	$	(22,174)	$	(43,185)
Net income (loss) attributable to non-controlling interest, net of tax	273		(3,210)		(1,449)		(3,715)
Net income (loss) attributable to WillScot	$	489	$	(33,519)	$	(20,725)	$	(39,470)

Denominator
Average shares outstanding - basic	108,720,857		90,726,920		108,646,741		82,165,909
Average effect of dilutive securities:
Warrants	2,828,202		—		—		—
RSAs	5,614		—		—		—
Time-Based RSUs	272,622		—		—		—
Market-Based RSUs	216,571		—		—		—
Average shares outstanding - diluted	112,043,866		90,726,920		108,646,741		82,165,909

Income (loss) per share
Net income (loss) per share attributable to WillScot common shareholders - basic	$	0.00	$	(0.37)	$	(0.19)	$	(0.48)
Net income (loss) per share attributable to WillScot common shareholders - diluted	$	0.00	$	(0.37)	$	(0.19)	$	(0.48)

Intangible (Tables)

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

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


	September 30, 2019
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Favorable lease rights	4.6	$	1,738	$	(510)	$	1,228
ModSpace trade name	1.9	3,000		(1,125)		1,875
Total intangible assets subject to amortization		4,738		(1,635)		3,103

Indefinite-lived intangible assets:
Trade name		125,000		—		125,000
Total intangible assets other than goodwill		$	129,738	$	(1,635)	$	128,103


	December 31, 2018
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Favorable lease rights	6.7	$	4,523	$	(347)	$	4,176
ModSpace trade name	2.7	3,000		(375)		2,625
Total intangible assets subject to amortization		7,523		(722)		6,801

Indefinite-lived intangible assets:
Trade name		125,000		—		125,000
Total intangible assets other than goodwill		$	132,523	$	(722)	$	131,801

Schedule of Intangible Assets

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


	September 30, 2019
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Favorable lease rights	4.6	$	1,738	$	(510)	$	1,228
ModSpace trade name	1.9	3,000		(1,125)		1,875
Total intangible assets subject to amortization		4,738		(1,635)		3,103

Indefinite-lived intangible assets:
Trade name		125,000		—		125,000
Total intangible assets other than goodwill		$	129,738	$	(1,635)	$	128,103


	December 31, 2018
(in thousands)	Weighted average remaining life (in years)	Gross carrying amount		Accumulated amortization		Net book value
Intangible assets subject to amortization:
Favorable lease rights	6.7	$	4,523	$	(347)	$	4,176
ModSpace trade name	2.7	3,000		(375)		2,625
Total intangible assets subject to amortization		7,523		(722)		6,801

Indefinite-lived intangible assets:
Trade name		125,000		—		125,000
Total intangible assets other than goodwill		$	132,523	$	(722)	$	131,801

Equity

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Equity

Common Stock and Warrants

Common Stock

In connection with the stock compensation vesting and stock option exercises described in Note 13, the Company issued 242,357 shares of common stock during the nine months ended September 30, 2019.

Warrants

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

At September 30, 2019, 24,367,867 of the 2015 Warrants and 9,999,579 of the 2018 Warrants were outstanding.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss ("AOCL"), net of tax, for the three and nine months ended September 30, 2019 and 2018 were as follows:


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2018	$	(62,608)	$	(5,418)	$	(68,026)
Total other comprehensive income (loss) prior to reclassifications	4,115		(2,636)		1,479
Reclassifications to the statements of operations	—		435		435
Less other comprehensive (income) loss attributable to non-controlling interest	(364)		198		(166)
Balance at March 31, 2019	(58,857)		(7,421)		(66,278)
Total other comprehensive income (loss) prior to reclassifications	4,300		(4,500)		(200)
Reclassifications to the statements of operations	—		613		613
Less other comprehensive (income) loss attributable to non-controlling interest	(396)		351		(45)
Balance at June 30, 2019	(54,953)		(10,957)		(65,910)
Total other comprehensive loss prior to reclassifications	(2,799)		(1,337)		(4,136)
Reclassifications to the statements of operations	—		837		837
Less other comprehensive loss attributable to non-controlling interest	256		45		301
Balance at September 30, 2019	$	(57,496)	$	(11,412)	$	(68,908)


(in thousands)	Foreign Currency Translation		Unrealized losses on hedging activities		Total
Balance at December 31, 2017	$	(49,497)	$	—	$	(49,497)
Total other comprehensive income prior to reclassifications	263		—		263
Reclassifications to accumulated deficit^(a)	(2,540)		—		(2,540)
Less other comprehensive income attributable to non-controlling interest	(24)		—		(24)
Balance at March 31, 2018	(51,798)		—		(51,798)
Total other comprehensive loss prior to reclassifications	(2,912)		—		(2,912)
Less other comprehensive loss attributable to non-controlling interest	293		—		293
Balance at June 30, 2018	(54,417)		—		(54,417)
Total other comprehensive income prior to reclassifications	2,541		—		2,541
Less other comprehensive loss attributable to non-controlling interest	(243)		—		(243)
Balance at September 30, 2018	$	(52,119)	$	—	$	(52,119)

For the three and nine months ended September 30, 2019, $0.8 million and $2.0 million was reclassified from AOCL into the condensed consolidated statement of operations within interest expense related to the interest rate swaps discussed in Note 14. For the three and nine months ended September 30, 2019, the Company recorded a tax benefit of $0.0 million and $0.1 million, respectively, associated with this reclassification.

Related Parties

9 Months Ended

Sep. 30, 2019

Related Parties

Related party balances included in the Company’s consolidated balance sheet at September 30, 2019 and December 31, 2018, consisted of the following:


(in thousands)	Financial statement line Item	September 30, 2019		December 31, 2018
Receivables due from affiliates	Prepaid expenses and other current assets	$	44	$	122
Amounts due to affiliates	Accrued liabilities	(147)		(1,379)
	Total related party liabilities, net	$	(103)	$	(1,257)

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

The Company was reimbursed $0.4 million by an affiliate for claims paid under an insurance program during the nine months ended September 30, 2019.

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

Related party transactions included in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2019 and 2018, respectively, consisted of the following:


		Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	Financial statement line item	2019		2018		2019		2018
Leasing revenue from related parties	Modular leasing revenue	$	81	$	104	$	232	$	629
Rental unit sales to related parties	Rental unit sales	—		1,548		—		1,548
	Total related party income, net	$	81	$	1,652	$	232	$	2,177

The Company had capital expenditures of rental equipment purchased from related party affiliates of $1.1 million and $1.2 million for three months ended September 30, 2019 and 2018, respectively, and $4.3 million and $3.0 million during the nine months ended September 30, 2019 and 2018, respectively.

The Company paid $0.6 million and $0.1 million in professional fees to an entity for which two of the Company’s Directors also served in the same role for that entity, during the three months ended September 30, 2019 and 2018, respectively, and $1.2 million and $1.1 million during the nine months ended September 30, 2019 and 2018, respectively.

Debt

9 Months Ended

Sep. 30, 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	September 30, 2019		December 31, 2018
2022 Secured Notes	7.875%	2022	$	293,530	$	292,258
2023 Secured Notes	6.875%	2023	482,344		293,918
Unsecured Notes	10.000%	2023	—		198,931
US ABL Facility	Varies	2022	897,917		853,409
Canadian ABL Facility (a)	Varies	2022	—		—
Capital lease and other financing obligations			38,394		37,983
Total debt			1,712,185		1,676,499
Less: current portion of long-term debt			(2,025)		(1,959)
Total long-term debt			$	1,710,160	$	1,674,540

The Company is subject to various covenants and restrictions for the ABL Facility, the 2022 Secured Notes and the 2023 Secured Notes. The Company redeemed the Unsecured Notes on June 19, 2019 and has no remaining obligations related to the Unsecured Notes following the redemption. The Company was in compliance with all covenants related to debt as of September 30, 2019 and December 31, 2018.

ABL Facility

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

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

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

At September 30, 2019, the weighted average interest rate for borrowings under the ABL Facility was 4.54%. The weighted average interest rate on the balance outstanding, as adjusted for the effects of the interest rate swap agreements was 4.99%. Refer to Note 14 for a more detailed discussion on interest rate management.

At September 30, 2019, the Borrowers had $489.2 million of available borrowing capacity under the ABL Facility, including $354.8 million under the US ABL Facility and $134.4 million under the Canadian ABL Facility. At December 31, 2018, the Borrowers had $532.6 million of available borrowing capacity under the ABL Facility, including $393.5 million under the US ABL Facility and $139.1 million under the Canadian ABL Facility.

The Company had issued $12.7 million and $13.0 million of standby letters of credit under the ABL Facility at September 30, 2019 and December 31, 2018, respectively. At September 30, 2019, letters of credit and guarantees carried fees of 2.625%.

The Company had $917.5 million and $879.4 million in outstanding principal under the ABL Facility at September 30, 2019 and December 31, 2018, respectively.

Debt issuance costs and discounts of $19.6 million and $26.0 million are included in the carrying value of the ABL Facility at September 30, 2019 and December 31, 2018, respectively.

2022 Senior Secured Notes

In connection with the closing of the Business Combination, WSII issued $300.0 million aggregate principal amount of 7.875% senior secured notes due December 15, 2022 (the “2022 Secured Notes”) under an indenture dated November 29,

2017, entered into by and among WSII, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. Interest is payable semi-annually on June 15 and December 15, beginning June 15, 2018.

Unamortized debt issuance costs pertaining to the 2022 Secured Notes was $6.5 million and $7.7 million as of September 30, 2019 and December 31, 2018, respectively.

2023 Senior Secured Notes

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

On May 14, 2019, WSII completed a tack-on offering of $190.0 million in aggregate principal amount to the Initial 2023 Secured Notes (the "Tack-on Notes"). The Tack-on Notes were issued as additional securities under an indenture, dated August 6, 2018, by and among the Issuer, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and collateral agent. The Tack-On Notes and the Initial 2023 Secured Notes are treated as a single class of debt securities under the indenture (the "2023 Secured Notes") and together with the 2022 Secured Notes, the "Senior Secured Notes"). The Tack-On Notes have identical terms to the Initial 2023 Secured Notes, other than with respect to the issue date and issue price. WSII incurred a total of $3.0 million in debt issuance costs in connection with the tack-on offering, which were deferred and will be amortized through the August 15, 2023 maturity date. The Tack-on Notes were issued at a premium of $0.5 million which will be amortized through the August 15, 2023 maturity date. The proceeds of the Tack-On Notes were used to repay a portion of the US ABL Facility.

Unamortized debt issuance costs and discounts, net of premium, pertaining to the 2023 Secured Notes were $7.7 million and $6.1 million as of September 30, 2019 and December 31, 2018, respectively.

2023 Senior Unsecured Notes

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

On June 19, 2019 (the "Redemption Date"), WSII used proceeds from its US ABL Facility to redeem all $200.0 million in aggregate outstanding principal amount of the Unsecured Notes at a redemption price of 102.0%, plus a make-whole premium of 1.126% and any accrued and unpaid interest to, but not including, the Redemption Date. The Company recorded a loss on extinguishment of $7.2 million, which included $6.2 million of make-whole premiums and $1.0 million related to the write-off of unamortized deferred financing fees.

Prior to the redemption, the Unsecured Notes bore interest at a rate of 10% per annum. Interest was payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2019.

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

Capital Lease and Other Financing Obligations

The Company’s capital lease and financing obligations primarily consisted of $38.4 million and $37.9 million under sale-leaseback transactions and $0.0 million and $0.1 million of capital leases at September 30, 2019 and December 31, 2018, respectively. The Company’s capital lease and financing obligations are presented net of $1.4 million and $1.6 million of debt issuance costs at September 30, 2019 and December 31, 2018, respectively. The Company’s capital leases primarily relate to real estate, equipment and vehicles and have interest rates ranging from 1.2% to 11.9%. In connection with the adoption of ASC 842, the financing obligations under sale-leaseback transactions will be reversed and the associated lease liabilities will be recorded as part of the operating lease liabilities.

Derivatives

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 2018.

The following table summarizes the outstanding interest rate swap arrangement as of September 30, 2019:


	Aggregate Notional Amount (in millions)		Receive Rate	Pay Rate		Receive Rate as of September 30, 2019		Receive Rate as of December 31, 2018
US ABL Facility	$	400.0	1 month LIBOR	3.06	%	2.03	%	2.44	%

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


(in thousands)	Balance Sheet Location	September 30, 2019		December 31, 2018
Cash Flow Hedges:
Interest rate swap	Accrued liabilities	$	4,980	$	1,709
Interest rate swap	Other long-term liabilities	$	11,574	$	6,192

The fair value of the interest rate swap is based on dealer quotes of market forward rates, a Level 2 input on the fair value hierarchy, and reflects the amount that the Company would receive or pay as of September 30, 2019 and December 31, 2018, respectively, for contracts involving the same attributes and maturity dates.

The interest rate swap, excluding the impact of taxes, resulted in a loss recognized of $0.7 million and $8.6 million in other comprehensive income ("OCI") for the three and nine months ended September 30, 2019, respectively. The Company reclassified $0.8 million and $2.0 million from AOCL into interest expense on the condensed consolidated income statement for the three and nine months ended September 30, 2019, respectively.

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

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues:
Modular leasing	$ 191,294	$ 141,660	$ 557,025	$ 340,171
Revenue	272,340	218,924	793,473	494,008
Costs:
Modular leasing	58,168	39,215	160,476	93,506
Depreciation of rental equipment	43,869	35,534	128,940	82,849
Gross profit	103,426	80,946	311,976	186,507
Expenses:
Selling, general and administrative	68,159	71,897	213,267	164,845
Other depreciation and amortization	3,707	3,720	9,878	7,726
Impairment losses on long-lived assets	0	0	5,076	0
Restructuring costs	1,980	6,137	9,083	7,214
Currency losses (gains), net	234	(425)	(436)	1,171
Other income, net	(1,053)	(594)	(3,293)	(5,013)
Operating income	30,399	211	78,401	10,564
Interest expense	30,857	43,447	95,353	67,321
Loss on extinguishment of debt	0	0	7,244	0
Loss from operations before income tax	(458)	(43,236)	(24,196)	(56,757)
Income tax benefit	(1,220)	(6,507)	(2,022)	(13,572)
Net income (loss)	762	(36,729)	(22,174)	(43,185)
Net income (loss) attributable to non-controlling interest, net of tax	273	(3,210)	(1,449)	(3,715)
Net income (loss) attributable to WillScot	$ 489	$ (33,519)	$ (20,725)	$ (39,470)
Net income (loss) per share attributable to WillScot- basic (in USD per share)	$ 0.00	$ (0.37)	$ (0.19)	$ (0.48)
Net income (loss) per share attributable to WillScot - diluted (in USD per share)	$ 0.00	$ (0.37)	$ (0.19)	$ (0.48)
Weighted average shares - basic (in shares)	108,720,857	90,726,920	108,646,741	82,165,909
Weighted average shares - diluted (in shares)	112,043,866	90,726,920	108,646,741	82,165,909
Modular delivery and installation
Revenues:
Revenue	$ 61,883	$ 46,777	$ 168,643	$ 104,440
Costs:
Cost of sales	54,364	42,390	146,175	98,038
New units
Revenues:
Revenue	11,536	20,920	38,064	33,584
Costs:
Cost of sales	7,421	15,089	26,298	23,780
Rental units
Revenues:
Revenue	7,627	9,567	29,741	15,813
Costs:
Cost of sales	$ 5,092	$ 5,750	$ 19,608	$ 9,328

Equity - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
Equity - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2019
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for stock compensation (in shares)				242,357
Reclassifications to consolidated statement of operations	$ (837)	$ (613)	$ (435)
2015 Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding (in shares)	24,367,867			24,367,867
2018 Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding (in shares)	9,999,579			9,999,579
Interest Rate Swap
Subsidiary, Sale of Stock [Line Items]
Reclassifications to consolidated statement of operations	$ (800)			$ (2,000)
Unrealized losses on hedging activities
Subsidiary, Sale of Stock [Line Items]
Reclassifications to consolidated statement of operations	(837)	$ (613)	$ (435)
Unrealized losses on hedging activities \| Interest Rate Swap
Subsidiary, Sale of Stock [Line Items]
Reclassifications to consolidated statement of operations, tax expense (benefit)	$ (0)			$ (100)

Related Parties - Related Party Transactions in Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Related Party Transaction [Line Items]
Leasing revenue from related parties	$ 81	$ 104	$ 232	$ 629
Total related party income, net	81	1,652	232	2,177
Rental units
Related Party Transaction [Line Items]
Rental unit sales to related parties	$ 0	$ 1,548	$ 0	$ 1,548

Segment Reporting - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Segment Reporting Information [Line Items]
Loss from operations before income tax	$ (458)	$ (43,236)	$ (24,196)	$ (56,757)
Loss on extinguishment of debt	0	0	7,244	0
Interest expense	30,857	43,447	95,353	67,321
Depreciation and amortization	47,576	39,254	138,818	90,575
Currency losses (gains), net	234	(425)	(436)	1,171
Goodwill and other impairments			5,076
Restructuring costs	1,980	6,137	9,083	7,214
Integration costs	5,483	7,453	23,863	14,868
Stock compensation expense	1,813	1,050	5,003	2,225
Transaction costs		10,672		14,790
Other expense (income)	892	266	1,804	619
Adjusted EBITDA	88,377	64,618	261,612	142,026
Operating Segments \| Modular – US
Segment Reporting Information [Line Items]
Loss from operations before income tax	(1,768)	(44,519)	(26,866)	(55,360)
Loss on extinguishment of debt			7,244
Interest expense	30,253	42,831	93,354	65,654
Depreciation and amortization	42,699	35,105	123,991	79,568
Currency losses (gains), net	45	(112)	(160)	159
Goodwill and other impairments			4,507
Restructuring costs	1,886	5,895	8,460	6,962
Integration costs	4,609	7,443	21,221	14,858
Stock compensation expense	1,813	1,050	5,003	2,225
Transaction costs		10,490		14,539
Other expense (income)	887	271	1,818	565
Adjusted EBITDA	80,424	58,454	238,572	129,170
Operating Segments \| Modular – Other North America
Segment Reporting Information [Line Items]
Loss from operations before income tax	1,310	1,283	2,670	(1,397)
Loss on extinguishment of debt			0
Interest expense	604	616	1,999	1,667
Depreciation and amortization	4,877	4,149	14,827	11,007
Currency losses (gains), net	189	(313)	(276)	1,012
Goodwill and other impairments			569
Restructuring costs	94	242	623	252
Integration costs	874	10	2,642	10
Stock compensation expense	0	0	0	0
Transaction costs		182		251
Other expense (income)	5	(5)	(14)	54
Adjusted EBITDA	$ 7,953	$ 6,164	$ 23,040	$ 12,856

Fair Value Measures

9 Months Ended

Sep. 30, 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 utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value:


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

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

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


	September 30, 2019														December 31, 2018
	Carrying Amount		Fair Value										Carrying Amount		Fair Value
(in thousands)					Level 1		Level 2		Level 3						Level 1		Level 2	Level 3
US ABL Facility	$	897,917	$	—	$	917,500	$	—	$	853,409	$	—	$	878,500	$	—
Canadian ABL Facility	—		—		—		—		—		—		918		—
2022 Secured Notes	293,530		—		314,535		—		292,258		—		297,027		—
2023 Secured Notes	482,344		—		514,318		—		293,918		—		288,633		—
Unsecured Notes	—		—		—		—		198,931		—		197,462		—
Total	$	1,673,791	$	—	$	1,746,353	$	—	$	1,638,516	$	—	$	1,662,540	$	—

The carrying value of the US ABL Facility, the Canadian ABL Facility, the 2022 Secured Notes and the 2023 Secured Notes includes $19.6 million, $0.0 million, $6.5 million and $7.7 million, respectively, of unamortized debt issuance costs as of September 30, 2019, which are presented as a direct reduction of the corresponding liability. The carrying value of the US ABL Facility, the Canadian ABL Facility and the 2022 Secured Notes, the 2023 Secured Notes and the Unsecured Notes includes $25.1 million, $0.9 million, $7.7 million, $6.1 million and $1.1 million, respectively of unamortized debt issuance costs for the year ended December 31, 2018, which are presented as a direct reduction of the corresponding liability.

The carrying value of the US and Canadian ABL Facility, excluding debt issuance costs, approximates fair value as the interest rates are variable and reflective of market rates. The fair value of the 2022 Secured Notes, the 2023 Secured Notes and the Unsecured Notes is based on their last trading price at the end of each period obtained from a third party. The location and the fair value of derivative assets and liabilities designated as hedges in the condensed consolidated balance sheet are disclosed in Note 14.

- 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

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income tax benefit	$ 1,220	$ 6,507	$ 2,022	$ 13,572
Effective tax rate	266.40%	15.00%	8.40%	23.90%
Tax benefit related to enacted legislative changes	$ 1,200	$ 600	$ 2,000	$ 5,300

Acquisitions and Assets Held for Sale (Tables)

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

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


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

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date, August 15, 2018 and the adjustments made to these balances during the period ended September 30, 2019.


(in thousands)	December 31, 2018		Adjustments		August 15, 2019
Trade receivables, net (a)	$	81,320	$	(8,175)	$	73,145
Prepaid expenses and other current assets	17,342		965		18,307
Inventories	4,757		—		4,757
Rental equipment	853,986		(1,210)		852,776
Property, plant and equipment (b)	110,413		27,248		137,661
Intangible assets:
Favorable leases (c)	3,976		—		3,976
Trade name (c)	3,000		—		3,000
Deferred tax assets, net	1,855		(1,855)		—
Total identifiable assets acquired	$	1,076,649	$	16,973	$	1,093,622

Accrued liabilities	$	31,551	$	1,936	$	33,487
Accounts payable	37,678		421		38,099
Deferred revenue and customer deposits	15,938		—		15,938
Deferred tax liabilities	—		1,154		1,154
Total liabilities assumed	$	85,167	$	3,511	$	88,678

Total goodwill (d)	$	215,764	$	(13,462)	$	202,302

(a) As of the acquisition date, the fair value of accounts receivable was $73.1 million and the gross contractual amount was $89.0 million. The Company analyzed information available at the time of acquisition in estimating uncollectible receivables and the fair value of remaining receivables. The Company's analysis, as of the acquisition date, included an assessment of the risk of collectability of receivables by analyzing historical payment trends, the status of collection efforts, and any other pertinent customer specific information that existed as of the acquisition date.

(b) Upon completion of the valuation analysis, the Company recorded a net increase in property, plant and equipment of $27.2 million related to the finalization of our acquired land valuations. The fair value of acquired land was determined using valuations from third party specialists which were based on sales prices for comparable assets at the date of acquisition.

(c) The trade name has an estimated useful life of 3 years. The favorable lease assets have an estimated useful life equivalent to the term of the lease.

(d) The goodwill is reflective of ModSpace’s going concern value and operational synergies that the Company expects to achieve that would not be available to other market participants. The goodwill presented on the balance sheet is not deductible for income tax purposes. The goodwill is assigned to the Modular – US and Modular – Other North America segments, defined in Note 16, in the amounts of $171.3 million and $31.0 million, respectively.

Business Acquisition, Pro Forma Information

The pro forma information below has been prepared using the purchase method of accounting, giving effect to the ModSpace acquisition as if it had been completed on January 1, 2018. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition and also does not reflect additional revenue opportunities following the acquisition. The tables below present unaudited pro forma consolidated statements of operations information as if ModSpace had been included in the Company’s consolidated results for the nine months ended September 30, 2018:


(in thousands)	Nine Months Ended September 30, 2018
WillScot revenues	$	494,008
ModSpace revenues	312,609
Pro forma revenues	$	806,617

WillScot loss from operations before income tax	$	(56,757)
ModSpace loss from operations before income tax	(7,456)
Loss from operations before income tax before pro forma adjustments	(64,213)
Pro forma adjustments to combined loss from operations before income tax:
Impact of fair value adjustments/useful life changes on depreciation (a)	(10,331)
Intangible asset amortization (b)	(750)
Interest expense (c)	(49,467)
Elimination of ModSpace interest (d)	20,279
Pro forma loss from operations before income tax (e)	(104,482)
Income tax benefit (f)	(24,971)
Pro forma net loss	$	(79,511)

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

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

(c) In connection with the ModSpace acquisition, the Company drew an incremental $419.0 million on the ABL Facility, as defined in Note 8, and issued $300.0 million of secured notes and $200.0 million of unsecured notes. The weighted average interest rate for the aforementioned borrowings was 6.54%. Interest expense includes amortization of related deferred financing fees on debt incurred in conjunction with ModSpace acquisition.

(d) Interest on ModSpace historical debt was eliminated.

(e) Pro forma loss from operations before income tax includes $7.2 million of restructuring expense, $14.9 million of integration costs, and $14.8 million of transaction costs incurred by WillScot for the nine months ended September 30, 2018. Additionally, pro forma loss from operations before income tax for the nine months ended September 30, 2018 also includes $20.5 million of interest expense associated with bridge financing fees incurred in connection with the acquisition of ModSpace.

(f) The pro forma tax rate applied to the ModSpace loss from operations before income tax is the same as the WillScot effective rate for the period.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Organization and Nature of Operations WillScot Corporation (“WillScot” and, together with its subsidiaries, the “Company”) is a leading provider of modular space and portable storage solutions in the United States (“US”), Canada and Mexico. The Company leases, sells, delivers and installs mobile offices, modular buildings and storage products through an integrated network of branch locations that spans North America. WillScot, whose Class A common shares are listed on the Nasdaq Capital Market (Nasdaq: WSC), serves as the holding company for the Williams Scotsman family of companies. All of the Company’s assets and operations are owned through Williams Scotsman Holdings Corp. (“WS Holdings”). WillScot operates and 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 Quarterly Report on Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, the results of operations and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in WillScot's Annual Report on Form 10-K for the year ended December 31, 2018. Principles of Consolidation The unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated. Recently Issued and Adopted Accounting Standards The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act provided to EGCs, the Company has elected to defer compliance with new or revised financial accounting standards until it is required to comply with such standards. WillScot will be deemed to be a large accelerated filer, and cease to qualify as an EGC, as of December 31, 2019. Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326), which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to these financial assets should be recorded through an allowance for credit losses. The new standard is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company continues to evaluate the impacts of adopting the standard on the financial statements and will adopt the standard effective January 1, 2020. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASC 842"). This guidance revises existing practice related to accounting for leases under ASC Topic 840, Leases (“ASC 840”) for both lessees and lessors. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for non-public entities for 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 will adopt the new standard in the fourth quarter of 2019 with a retroactive adoption to January 1, 2019. The Company plans to take advantage of the transition package of practical expedients permitted within ASC 842 which allows the Company not to reassess (i) whether any expired or existing lease contracts are or contain leases, (ii) the historical lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. Upon adoption, the Company currently expects to record ROU assets between $135.0 million and $145.0 million, and operating lease liabilities between $135.0 million and $145.0 million, as of January 1, 2019, primarily related to its real estate and equipment leases. In connection with the adoption of ASC 842, the Company will also reverse the previous accounting for certain sale-leaseback transactions (as discussed in Note 8), and reduce property, plant and equipment by $31.0 million, reduce outstanding debt by $36.0 million and increase January 1, 2019 equity by $5.0 million. Additionally, as discussed in Note 3, the Company's equipment rental revenues will be accounted for under the current lease accounting standard, ASC 840, until the adoption of the new lease accounting standard ASC 842. There may be changes in the timing of recognition under the new standard, but the Company does not anticipate a significant change to modular leasing revenue at adoption.

Revenue

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue

Adoption of ASU 2014-09

On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606") as well as subsequent updates using the modified retrospective method applied to those contracts that were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under the guidance required by ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under ASC 605, Revenue Recognition ("ASC 605"). The implementation of ASC 606 did not have a material impact on the Company’s financial results for the period ending September 30, 2019.

Revenue Recognition Policy

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

Modular Leasing and Services Revenue

The majority of revenue (69% for both the three and nine months ended September 30, 2019, and 63% and 67% for the three and nine months ended September 30, 2018, respectively) is generated by rental income subject to the guidance of ASC 840. The remaining revenue for 2019 and 2018 is generated by performance obligations in contracts with customers for services or sale of units subject to the guidance in ASC 606 or ASC 605.

Leasing Revenue (ASC 840)

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

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

Rental equipment is leased primarily under operating leases and, from time to time, under sales-type lease arrangements. Operating lease minimum contractual terms generally range from 1 month to 60 months and averaged approximately 10 months across the Company's rental fleet for the nine months ended September 30, 2019.

Services Revenue (ASC 606)

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

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

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

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

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

Sales Revenue (ASC 606)

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

Revenue Disaggregation

Geographic Areas

The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2019:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
US	$	249,108	$	199,771	$	722,322	$	450,874
Canada	19,309		14,351		58,982		31,196
Mexico	3,923		4,802		12,169		11,938
Total revenues	$	272,340	$	218,924	$	793,473	$	494,008

Major Product and Service Lines

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

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2019		2018		2019		2018
(in thousands)	Total		Total		Total		Total
Modular space leasing revenue	$	131,555	$	98,793	$	384,580	$	235,652
Portable storage leasing revenue	6,033		5,402		18,295		15,169
VAPS (a)	40,944		28,469		118,005		68,478
Other leasing-related revenue (b)	12,762		8,996		36,145		20,872
Modular leasing revenue	191,294		141,660		557,025		340,171
Modular delivery and installation revenue	61,883		46,777		168,643		104,440
Total leasing and services revenue	253,177		188,437		725,668		444,611
Sale of new units	11,536		20,920		38,064		33,584
Sale of rental units	7,627		9,567		29,741		15,813
Total revenues	$	272,340	$	218,924	$	793,473	$	494,008

(a) Includes $4.0 million and $3.0 million of VAPS service revenue for the three months ended September 30, 2019 and 2018, respectively, and $11.9 million and $7.9 million of VAPS service revenue for the nine months ended September 30, 2019 and 2018, respectively.

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

Receivables, Contract Assets and Liabilities

As reflected above, approximately 69% of the Company's rental revenue is accounted for under ASC 840 for both the three and nine months ended September 30, 2019. The customers that are responsible for the remaining revenue that is accounted for under ASC 606 (and ASC 605 prior to 2019) are generally the same customers that rent the Company's equipment. The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers generate the revenues that are accounted for under both ASC 606 and ASC 840, the discussions below on credit risk and the Company's allowance for doubtful accounts address the Company's total revenues.

Concentration of credit risk with respect to the Company's receivables is limited because of a large number of geographically diverse customers who operate in a variety of end user markets. The Company's top five customers with the largest open receivables balances represented 2.4% of the total receivables balance as of September 30, 2019. The Company manages credit risk through credit approvals, credit limits, and other monitoring procedures.

The Company's allowance for doubtful accounts reflects its estimate of the amount of receivables that it will be unable to collect based on specific customer risk and historical write-off experience. The Company's estimates reflect changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease its allowance. During the three and nine months ended September 30, 2019, the Company recognized bad debt expenses of $5.5 million and $11.8 million, respectively, within SG&A in its condensed consolidated statements of income, which included amounts written-off and changes in its allowances for doubtful accounts. During the three and nine months ended September 30, 2018, the Company recognized bad debt expenses of $3.1 million and $5.4 million, respectively.

When customers are billed in advance, the Company defers recognition of revenue until the related services are performed, which generally occurs at the end of the contract. As of January 1, 2019, the Company had approximately $32.1 million of deferred revenue that relates to removal services for lease transactions and advance billings for sale transactions, which are within the scope of ASC 606. As of September 30, 2019, the Company had approximately $46.3 million of deferred revenue relating to these services which are included in deferred revenue and customer deposits in the condensed consolidated balance sheets. During the nine months ended September 30, 2019, $8.2 million of previously deferred revenue relating to removal services for lease transactions and advance billings for sale transactions was recognized as revenue.

The Company does not have material contract assets and it did not recognize any material impairments of any contract assets.

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

The primary costs to obtain contracts with the Company's customers are commissions. The Company pays its sales force commissions on the sale of new and rental units. For new and rental unit sales, the period benefited by each commission is less than one year. As a result, the Company has applied the practical expedient for incremental costs of obtaining a sales contract and will expense commissions as incurred.

Other Matters

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

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

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

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

Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands		3 Months Ended						9 Months Ended
	Jan. 01, 2018	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 484,550	$ 684,470	$ 693,931	$ 702,197	$ 476,620	$ 478,099	$ 484,550	$ 702,197
Total other comprehensive income (loss) prior to reclassifications		(4,136)	(200)	1,479		(2,912)	263
Reclassifications to the statements of operations		837	613	435
Reclassification to accumulated deficit	2,500						(2,540)
Less other comprehensive (income) loss attributable to non-controlling interest		301	(45)	(166)	(243)	293	(24)
Ending Balance		683,939	684,470	693,931	730,709	476,620	478,099	683,939
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(49,497)	(54,953)	(58,857)	(62,608)	(54,417)	(51,798)	(49,497)	(62,608)
Total other comprehensive income (loss) prior to reclassifications		(2,799)	4,300	4,115	2,541	(2,912)	263
Reclassifications to the statements of operations		0	0	0
Reclassification to accumulated deficit							(2,540)
Less other comprehensive (income) loss attributable to non-controlling interest		256	(396)	(364)	(243)	293	(24)
Ending Balance		(57,496)	(54,953)	(58,857)	(52,119)	(54,417)	(51,798)	(57,496)
Unrealized losses on hedging activities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	0	(10,957)	(7,421)	(5,418)	0	0	0	(5,418)
Total other comprehensive income (loss) prior to reclassifications		(1,337)	(4,500)	(2,636)	0	0	0
Reclassifications to the statements of operations		837	613	435
Reclassification to accumulated deficit							0
Less other comprehensive (income) loss attributable to non-controlling interest		45	351	198	0	0	0
Ending Balance		(11,412)	(10,957)	(7,421)	0	0	0	(11,412)
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ (49,497)	(65,910)	(66,278)	(68,026)	(54,417)	(51,798)	(49,497)	(68,026)
Total other comprehensive income (loss) prior to reclassifications					2,541
Ending Balance		$ (68,908)	$ (65,910)	$ (66,278)	$ (52,119)	$ (54,417)	$ (51,798)	$ (68,908)

Acquisitions and Assets Held for Sale - Purchase Price Allocation (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
	Aug. 15, 2018	Sep. 30, 2019	Aug. 15, 2019	Dec. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Total goodwill		$ 234,597		$ 247,017	$ 28,609
Goodwill recognized				218,839
Modular Space Holdings, Inc
Business Acquisition [Line Items]
Trade receivables, net			$ 73,145	81,320
Trade receivables, net, adjustments			(8,175)
Prepaid expenses and other current assets			18,307	17,342
Prepaid expenses and other current assets, adjustments			965
Inventories			4,757	4,757
Inventories, adjustment			0
Rental equipment			852,776	853,986
Rental equipment, adjustments			(1,210)
Property, plant and equipment			137,661	110,413
Property, plant and equipment, adjustments			27,248
Deferred tax assets, net, adjustments			(1,855)
Total identifiable assets acquired				1,076,649
Total identifiable assets acquired, adjustments			16,973
Accrued liabilities			33,487	31,551
Accrued liabilities, adjustments			1,936
Accounts payable			38,099	37,678
Accounts payable, adjustments			421
Deferred revenue and customer deposits			15,938	15,938
Deferred revenue and customer deposits, adjustments			0
Deferred tax liabilities			1,154	0
Deferred tax liabilities, adjustments			1,154
Total liabilities assumed			88,678	85,167
Total liabilities assumed, adjustments			3,511
Total goodwill			202,302	215,764
Total goodwill, adjustments			(13,462)
Fair value of accounts receivables	$ 73,100
Gross contractual amounts of accounts receivables	$ 89,000
Favorable Lease Asset \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Intangible assets			3,976	3,976
Intangible assets, adjustments			0
Trade name \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Intangible assets			3,000	3,000
Intangible assets, adjustments			0
Deferred tax assets, net			0	1,855
Total identifiable assets acquired			$ 1,093,622
Estimated useful life of intangible assets	3 years	3 years
Modular – US
Business Acquisition [Line Items]
Total goodwill		$ 203,933		213,264	28,609
Goodwill recognized	$ 171,300			183,711
Modular – US \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Goodwill recognized	171,300
Modular – Other North America
Business Acquisition [Line Items]
Total goodwill		$ 30,664		33,753	$ 0
Goodwill recognized	31,000			$ 35,128
Modular – Other North America \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Goodwill recognized	$ 31,000

Revenue (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company had total revenue in the following geographic areas for the three and nine months ended September 30, 2019:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
US	$	249,108	$	199,771	$	722,322	$	450,874
Canada	19,309		14,351		58,982		31,196
Mexico	3,923		4,802		12,169		11,938
Total revenues	$	272,340	$	218,924	$	793,473	$	494,008

Disaggregation of Revenue

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2019		2018		2019		2018
(in thousands)	Total		Total		Total		Total
Modular space leasing revenue	$	131,555	$	98,793	$	384,580	$	235,652
Portable storage leasing revenue	6,033		5,402		18,295		15,169
VAPS (a)	40,944		28,469		118,005		68,478
Other leasing-related revenue (b)	12,762		8,996		36,145		20,872
Modular leasing revenue	191,294		141,660		557,025		340,171
Modular delivery and installation revenue	61,883		46,777		168,643		104,440
Total leasing and services revenue	253,177		188,437		725,668		444,611
Sale of new units	11,536		20,920		38,064		33,584
Sale of rental units	7,627		9,567		29,741		15,813
Total revenues	$	272,340	$	218,924	$	793,473	$	494,008

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

Debt - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
Debt - Additional Information (Details) - USD ($)	Jun. 19, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	May 14, 2019	Dec. 31, 2018	Aug. 15, 2018	Aug. 06, 2018	Aug. 03, 2018	Nov. 29, 2017
Debt Instrument [Line Items]
Loss on extinguishment of debt		$ 0	$ 0	$ 7,244,000	$ 0
Capital lease obligations		38,394,000		38,394,000			$ 37,983,000
Line of Credit \| ABL Facility
Debt Instrument [Line Items]
Letters of credit amount outstanding		12,700,000		12,700,000			13,000,000.0
Line of Credit \| US ABL Facility
Debt Instrument [Line Items]
Unamortized debt issuance costs		19,600,000		19,600,000			25,100,000
Line of Credit \| Canadian ABL Facility
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 0.0		$ 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%							7.875%
Unamortized debt issuance costs		$ 6,500,000		$ 6,500,000			7,700,000
Senior Notes \| 2023 Senior Secured Notes
Debt Instrument [Line Items]
Debt issuance costs and debt discount		$ 7,700,000		$ 7,700,000			6,100,000
Debt, face amount								$ 300,000,000.0
Interest rate		6.875%		6.875%					6.875%
Senior Notes \| 2023 Senior Secured Notes, Tack-on Offering
Debt Instrument [Line Items]
Debt, face amount						$ 190,000,000.0
Unamortized debt issuance costs						3,000,000.0
Debt premium						$ 500,000
Senior Notes \| 2023 Senior Unsecured Notes
Debt Instrument [Line Items]
Debt issuance costs and debt discount							1,100,000
Debt, face amount								$ 200,000,000.0
Interest rate		10.00%		10.00%
Redemption premium	102.00%
Make-whole premium	1.126%
Loss on extinguishment of debt	$ 7,200,000
Loss on extinguishment of debt, make-whole premiums	6,200,000
Write-off of unamortized deferred financing fees	$ 1,000,000.0
Capital Leases and Other Financing Obligations
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ 1,400,000		$ 1,400,000			1,600,000
Sale Leaseback Transaction
Debt Instrument [Line Items]
Capital lease obligations		38,400,000		38,400,000			37,900,000
Capital Lease Obligations
Debt Instrument [Line Items]
Capital lease obligations		0.0		0.0			100,000
Revolving Credit Facility \| Line of Credit \| ABL Facility
Debt Instrument [Line Items]
Accordion feature		$ 375,000,000.0		$ 375,000,000.0
Weighted average interest rate for borrowings		4.54%		4.54%
Weighted average interest rate for borrowings after interest rate swap agreements		4.99%		4.99%
Available borrowing capacity		$ 489,200,000		$ 489,200,000			532,600,000
Outstanding principal		917,500,000		917,500,000			879,400,000
Debt issuance costs and debt discount		19,600,000		19,600,000			26,000,000.0
Revolving Credit Facility \| Line of Credit \| US ABL Facility
Debt Instrument [Line Items]
Maximum aggregate availability		1,285,000,000		1,285,000,000
Available borrowing capacity		354,800,000		354,800,000			393,500,000
Revolving Credit Facility \| Line of Credit \| Canadian ABL Facility
Debt Instrument [Line Items]
Maximum aggregate availability		140,000,000.0		140,000,000.0
Available borrowing capacity		134,400,000		134,400,000			139,100,000
Outstanding principal							900,000
Unamortized debt issuance costs		$ 2,300,000		$ 2,300,000			$ 2,900,000
Letter of Credit \| Line of Credit \| ABL Facility
Debt Instrument [Line Items]
Commitment fee				2.625%
Interest Payment Period One \| Senior Notes \| 2023 Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate										10.00%
Minimum
Debt Instrument [Line Items]
Capital lease interest rate				1.20%
Maximum
Debt Instrument [Line Items]
Capital lease interest rate				11.90%

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and do not include all the information and notes required by accounting principles generally accepted in the US (“GAAP”) for complete financial statements. The accompanying unaudited condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, the results of operations and cash flows for the interim periods presented. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes included in WillScot's Annual Report on Form 10-K for the year ended December 31, 2018.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements comprise the financial statements of WillScot and its subsidiaries that it controls due to ownership of a majority voting interest. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company. All intercompany balances and transactions are eliminated.
Recently Issued and Adopted Accounting Standards	Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326), which prescribes that financial assets (or a group of financial assets) should be measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to these financial assets should be recorded through an allowance for credit losses. The new standard is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The Company continues to evaluate the impacts of adopting the standard on the financial statements and will adopt the standard effective January 1, 2020. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASC 842"). This guidance revises existing practice related to accounting for leases under ASC Topic 840, Leases (“ASC 840”) for both lessees and lessors. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for non-public entities for 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 will adopt the new standard in the fourth quarter of 2019 with a retroactive adoption to January 1, 2019. The Company plans to take advantage of the transition package of practical expedients permitted within ASC 842 which allows the Company not to reassess (i) whether any expired or existing lease contracts are or contain leases, (ii) the historical lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. Upon adoption, the Company currently expects to record ROU assets between $135.0 million and $145.0 million, and operating lease liabilities between $135.0 million and $145.0 million, as of January 1, 2019, primarily related to its real estate and equipment leases. In connection with the adoption of ASC 842, the Company will also reverse the previous accounting for certain sale-leaseback transactions (as discussed in Note 8), and reduce property, plant and equipment by $31.0 million, reduce outstanding debt by $36.0 million and increase January 1, 2019 equity by $5.0 million. Additionally, as discussed in Note 3, the Company's equipment rental revenues will be accounted for under the current lease accounting standard, ASC 840, until the adoption of the new lease accounting standard ASC 842. There may be changes in the timing of recognition under the new standard, but the Company does not anticipate a significant change to modular leasing revenue at adoption.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, income tax expense (benefit)	$ 0	$ 0	$ 80	$ (161)
Net losses on derivatives, tax benefit	$ 153	$ 2,016	$ 0	$ 0

Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per share numbers)	2019		2018		2019		2018
Numerator
Net income (loss)	$	762	$	(36,729)	$	(22,174)	$	(43,185)
Net income (loss) attributable to non-controlling interest, net of tax	273		(3,210)		(1,449)		(3,715)
Net income (loss) attributable to WillScot	$	489	$	(33,519)	$	(20,725)	$	(39,470)

Denominator
Average shares outstanding - basic	108,720,857		90,726,920		108,646,741		82,165,909
Average effect of dilutive securities:
Warrants	2,828,202		—		—		—
RSAs	5,614		—		—		—
Time-Based RSUs	272,622		—		—		—
Market-Based RSUs	216,571		—		—		—
Average shares outstanding - diluted	112,043,866		90,726,920		108,646,741		82,165,909

Income (loss) per share
Net income (loss) per share attributable to WillScot common shareholders - basic	$	0.00	$	(0.37)	$	(0.19)	$	(0.48)
Net income (loss) per share attributable to WillScot common shareholders - diluted	$	0.00	$	(0.37)	$	(0.19)	$	(0.48)

Goodwill (Tables)

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill activity

Changes in the carrying amount of goodwill were as follows:


(in thousands)	Modular – US		Modular – Other North America		Total
Balance at January 1, 2018	$	28,609	$	—	$	28,609
Acquisition of a business	183,711		35,128		218,839
Changes to preliminary purchase price accounting	944		—		944
Foreign currency translation	—		(1,375)		(1,375)
Balance at December 31, 2018	213,264		33,753		247,017
Changes to preliminary purchase price accounting	(9,331)		(4,069)		(13,400)
Foreign currency translation	—		980		980
Balance at September 30, 2019	$	203,933	$	30,664	$	234,597

Summary of Significant Accounting Policies Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Noncontrolling Interest [Line Items]
Property, plant and equipment, net	$ 186,956		$ 183,750
Total long-term debt	$ 1,710,160		$ 1,674,540
Equity		$ 345
Williams Scotsman Holdings Corp.
Noncontrolling Interest [Line Items]
Percentage ownership by company	91.00%
Sapphire Holding S.a. r.l.
Noncontrolling Interest [Line Items]
Percentage ownership	9.00%
Scenario, Plan \| Accounting Standards Update 2016-02
Noncontrolling Interest [Line Items]
Property, plant and equipment, net		(31,000)
Total long-term debt		(36,000)
Equity		5,000
Scenario, Plan \| Minimum \| Accounting Standards Update 2016-02
Noncontrolling Interest [Line Items]
Right-of-use asset		135,000
Operating lease liability		135,000
Scenario, Plan \| Maximum \| Accounting Standards Update 2016-02
Noncontrolling Interest [Line Items]
Right-of-use asset		(145,000)
Operating lease liability		$ 145,000

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 21, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted (in shares)				0
Number of options vested (in shares)				147,313
Issuance of common stock from exercise of options (in shares)				13,767
Number of options forfeited (in shares)				41,302
Shares issued for share-based compensation (in shares)				228,590
Numbers of shares withheld for taxes (in shares)				56,643
Nonvested options outstanding (in shares)		386,875		386,875
Nonvested options weighted average grant date fair value (in USD per share)		$ 5.51		$ 5.51
Stock compensation expense		$ 1,813	$ 1,050	$ 5,003	$ 2,225
Unrecognized compensation expense for options		$ 1,800		$ 1,800
Time-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)				478,400
Number of awards vested (in shares)				213,180
Number of awards forfeited (in shares)				46,232
Nonvested awards outstanding (in shares)		1,071,721		1,071,721
Nonvested awards weighted average grant date fair value (in USD per share)		$ 12.78		$ 12.78
Stock compensation expense		$ 1,000		$ 2,900
Compensation expense for awards, associated tax benefits		0		200
Unrecognized compensation expense for awards		$ 11,400		$ 11,400
Unrecognized compensation expense, period for recognition				2 years 10 months 24 days
Market-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)	302,182			302,182
Number of awards forfeited (in shares)				7,485
Nonvested awards outstanding (in shares)		294,697		294,697
Nonvested awards weighted average grant date fair value (in USD per share)		$ 13.22		$ 13.22
Stock compensation expense		$ 300		$ 700
Compensation expense for awards, associated tax benefits		0		100
Unrecognized compensation expense for awards		$ 3,200		$ 3,200
Unrecognized compensation expense, period for recognition				2 years 6 months
Performance period				3 years
Minimum payout percentage		0.00%		0.00%
Maximum payout percentage		150.00%		150.00%
Target payout percentage		100.00%		100.00%
Target performance threshold		50.00%		50.00%
Minimum performance threshold		25.00%		25.00%
Maximum performance threshold		75.00%		75.00%
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)				52,755
Number of awards vested (in shares)				72,053
Number of awards forfeited (in shares)				0
Nonvested awards outstanding (in shares)		52,755		52,755
Nonvested awards weighted average grant date fair value (in USD per share)		$ 14.69		$ 14.69
Stock compensation expense		$ 300		$ 800
Compensation expense for awards, associated tax benefits		0		100
Unrecognized compensation expense for awards		600		$ 600
Unrecognized compensation expense, period for recognition				8 months 12 days
Stock Option Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense		200		$ 600
Compensation expense for awards, associated tax benefits		$ 0		$ 100
Unrecognized compensation expense, period for recognition				2 years 6 months

Fair Value Measures (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Carrying Amounts and Fair Values of Financial Assets and Liabilities

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


	September 30, 2019														December 31, 2018
	Carrying Amount		Fair Value										Carrying Amount		Fair Value
(in thousands)					Level 1		Level 2		Level 3						Level 1		Level 2	Level 3
US ABL Facility	$	897,917	$	—	$	917,500	$	—	$	853,409	$	—	$	878,500	$	—
Canadian ABL Facility	—		—		—		—		—		—		918		—
2022 Secured Notes	293,530		—		314,535		—		292,258		—		297,027		—
2023 Secured Notes	482,344		—		514,318		—		293,918		—		288,633		—
Unsecured Notes	—		—		—		—		198,931		—		197,462		—
Total	$	1,673,791	$	—	$	1,746,353	$	—	$	1,638,516	$	—	$	1,662,540	$	—

Rental Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Rental Equipment, net (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total rental equipment	$ 2,546,267		$ 2,546,267		$ 2,424,302
Less: accumulated depreciation	(593,438)		(593,438)		(495,012)
Rental equipment, net	1,952,829		1,952,829		1,929,290
Insurance proceeds	1,300	$ 0	2,400	$ 9,300
Gain on insurance proceeds	400	$ 0	2,300	$ 4,800
Modular units and portable storage
Property, Plant and Equipment [Line Items]
Total rental equipment	2,430,505		2,430,505		2,333,776
Value added products
Property, Plant and Equipment [Line Items]
Total rental equipment	$ 115,762		$ 115,762		$ 90,526

Fair Value Measures (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	$ 1,673,791	$ 1,638,516
Fair Value \| Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	0	0
Fair Value \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	1,746,353	1,662,540
Fair Value \| Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total	0	0
US ABL Facility \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	19,600	25,100
US ABL Facility \| Carrying Amount \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	897,917	853,409
US ABL Facility \| Fair Value \| Level 1 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
US ABL Facility \| Fair Value \| Level 2 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	917,500	878,500
US ABL Facility \| Fair Value \| Level 3 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Canadian ABL Facility \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	0	900
Canadian ABL Facility \| Carrying Amount \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Canadian ABL Facility \| Fair Value \| Level 1 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Canadian ABL Facility \| Fair Value \| Level 2 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	918
Canadian ABL Facility \| Fair Value \| Level 3 \| Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2022 Secured Notes \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	6,500	7,700
2022 Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	293,530	292,258
2022 Secured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2022 Secured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	314,535	297,027
2022 Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2023 Secured Notes \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs	7,700	6,100
2023 Secured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	482,344	293,918
2023 Secured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
2023 Secured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	514,318	288,633
2023 Secured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Unsecured Notes \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unamortized debt issuance costs		1,100
Unsecured Notes \| Carrying Amount \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	198,931
Unsecured Notes \| Fair Value \| Level 1 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	0
Unsecured Notes \| Fair Value \| Level 2 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	0	197,462
Unsecured Notes \| Fair Value \| Level 3 \| Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt	$ 0	$ 0

Acquisitions and Assets Held for Sale

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Acquisitions and Assets Held for Sale

ModSpace Acquisition

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

Purchase Price

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

The acquisition was funded by the net proceeds of WillScot's issuance of 9,200,000 shares of Class A common stock, the net proceeds of WSII’s issuance of $300.0 million in senior secured notes and $200.0 million in senior unsecured notes (see Note 8), and borrowings under the ABL Facility (see Note 8).

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

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


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

Opening Balance Sheet

The purchase price of ModSpace was assigned to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition, August 15, 2018. The Company estimated the fair values based on independent valuations, discounted cash flow analyses, quoted market prices, contributory asset charges, and estimates made by management. The Company completed the final assignment of the fair value of the ModSpace acquisition, including the final assignment of goodwill to the Company's reporting units as of August 15, 2019. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date, August 15, 2018 and the adjustments made to these balances during the period ended September 30, 2019.


(in thousands)	December 31, 2018		Adjustments		August 15, 2019
Trade receivables, net (a)	$	81,320	$	(8,175)	$	73,145
Prepaid expenses and other current assets	17,342		965		18,307
Inventories	4,757		—		4,757
Rental equipment	853,986		(1,210)		852,776
Property, plant and equipment (b)	110,413		27,248		137,661
Intangible assets:
Favorable leases (c)	3,976		—		3,976
Trade name (c)	3,000		—		3,000
Deferred tax assets, net	1,855		(1,855)		—
Total identifiable assets acquired	$	1,076,649	$	16,973	$	1,093,622

Accrued liabilities	$	31,551	$	1,936	$	33,487
Accounts payable	37,678		421		38,099
Deferred revenue and customer deposits	15,938		—		15,938
Deferred tax liabilities	—		1,154		1,154
Total liabilities assumed	$	85,167	$	3,511	$	88,678

Total goodwill (d)	$	215,764	$	(13,462)	$	202,302

(c) The trade name has an estimated useful life of 3 years. The favorable lease assets have an estimated useful life equivalent to the term of the lease.

Pro Forma Information


(in thousands)	Nine Months Ended September 30, 2018
WillScot revenues	$	494,008
ModSpace revenues	312,609
Pro forma revenues	$	806,617

WillScot loss from operations before income tax	$	(56,757)
ModSpace loss from operations before income tax	(7,456)
Loss from operations before income tax before pro forma adjustments	(64,213)
Pro forma adjustments to combined loss from operations before income tax:
Impact of fair value adjustments/useful life changes on depreciation (a)	(10,331)
Intangible asset amortization (b)	(750)
Interest expense (c)	(49,467)
Elimination of ModSpace interest (d)	20,279
Pro forma loss from operations before income tax (e)	(104,482)
Income tax benefit (f)	(24,971)
Pro forma net loss	$	(79,511)

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

(d) Interest on ModSpace historical debt was eliminated.

(f) The pro forma tax rate applied to the ModSpace loss from operations before income tax is the same as the WillScot effective rate for the period.

Transaction and Integration Costs

The Company incurred $5.5 million and $23.9 million in integration costs within selling, general and administrative ("SG&A") expenses for the three and nine months ended September 30, 2019, respectively, related to the ModSpace acquisition. The Company incurred $7.5 million and $14.9 million in integration costs for the three and nine months ended September 30, 2018, respectively, related to the acquisitions of ModSpace, Acton Mobile Holdings LLC (“Acton”) and Onsite Space LLC (d/b/a Tyson Onsite (“Tyson”)).

The Company incurred $10.7 million and $14.8 million in transaction costs for both the three and nine months ended September 30, 2018 related to the ModSpace acquisition.

Assets Held for Sale

In connection with the integration of ModSpace, during the nine months ended September 30, 2019, the Company reclassified eight branch facilities from property, plant and equipment to held for sale, in addition to the three held for sale properties that were recognized at December 31, 2018. During the nine months ended September 30, 2019, an impairment of $2.6 million was recorded related to these properties, and seven of these properties were sold for net cash proceeds of $12.9 million.

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

Restructuring (Tables)

9 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Summary of Activities in the Restructuring Accruals

The following is a summary of the activity in the Company’s restructuring accruals for three and nine months ended September 30, 2019 and 2018:


	Three Months Ended September 30,
(in thousands)	2019										2018
	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period	$	1,143	$	1,764	$	2,907	$	967	$	—	$	967
Charges	321		1,659		1,980		2,715		3,422		6,137
Cash payments	(544)		(730)		(1,274)		(1,161)		(2,500)		(3,661)
Foreign currency translation	(91)		—		(91)		5		—		5
Non-cash movements	—		(324)		(324)		—		—		—
Balance at end of period	$	829	$	2,369	$	3,198	$	2,526	$	922	$	3,448


	Nine Months Ended September 30,
(in thousands)	2019										2018
	Employee Costs		Facility Exit Costs		Total		Employee Costs		Facility Exit Costs		Total
Balance at beginning of the period	$	4,544	$	971	$	5,515	$	227	$	—	$	227
Charges	1,951		7,132		9,083		3,792		3,422		7,214
Cash payments	(5,476)		(3,745)		(9,221)		(1,491)		(2,500)		(3,991)
Foreign currency translation	(190)		—		(190)		(2)		—		(2)
Non-cash movements	—		(1,989)		(1,989)		—		—		—
Balance at end of period	$	829	$	2,369	$	3,198	$	2,526	$	922	$	3,448

Segment Reporting - Narrative (Details)	9 Months Ended
Segment Reporting - Narrative (Details)	Sep. 30, 2019 business_line segment
Segment Reporting [Abstract]
Number of business lines \| business_line	1
Number of operating segments \| segment	2

Restructuring - Summary of Activities in the Restructuring Accruals (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Restructuring Reserve [Roll Forward]
Balance at beginning of the period	$ 2,907	$ 967	$ 5,515	$ 227
Charges	1,980	6,137	9,083	7,214
Cash payments	(1,274)	(3,661)	(9,221)	(3,991)
Foreign currency translation	(91)	5	(190)	(2)
Non-cash movements	(324)	0	(1,989)	0
Balance at end of period	3,198	3,448	3,198	3,448
Employee Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of the period	1,143	967	4,544	227
Charges	321	2,715	1,951	3,792
Cash payments	(544)	(1,161)	(5,476)	(1,491)
Foreign currency translation	(91)	5	(190)	(2)
Non-cash movements	0	0	0	0
Balance at end of period	829	2,526	829	2,526
Facility Exit Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of the period	1,764	0	971	0
Charges	1,659	3,422	7,132	3,422
Cash payments	(730)	(2,500)	(3,745)	(2,500)
Foreign currency translation	0	0	0	0
Non-cash movements	(324)	0	(1,989)	0
Balance at end of period	$ 2,369	$ 922	$ 2,369	$ 922

Inventories (Tables)

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Schedule of Inventories

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


(in thousands)	September 30, 2019		December 31, 2018
Raw materials and consumables	$	15,956	$	16,022
Work in process	—		196
Total inventories	$	15,956	$	16,218

Inventories

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Inventories

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


(in thousands)	September 30, 2019		December 31, 2018
Raw materials and consumables	$	15,956	$	16,022
Work in process	—		196
Total inventories	$	15,956	$	16,218

Acquisitions and Assets Held for Sale (Details)			3 Months Ended		9 Months Ended
Acquisitions and Assets Held for Sale (Details)	Aug. 15, 2018 USD ($) $ / shares shares	Jul. 20, 2018 shares	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) property	Sep. 30, 2018 USD ($)	Jun. 19, 2019 USD ($)	Dec. 31, 2018 property	Aug. 06, 2018 USD ($)	Aug. 03, 2018 USD ($)
Business Acquisition [Line Items]
Share price (in USD per share) \| $ / shares	$ 15.78
Integration fees			$ 5,483,000	$ 7,453,000	$ 23,863,000	$ 14,868,000
Transaction costs				10,672,000		14,790,000
Impairment losses on long-lived assets			$ 0	$ 0	5,076,000	0
Modular Space Holdings, Inc
Business Acquisition [Line Items]
Consideration	$ 1,200,000,000
Cash purchase price	1,100,000,000				$ 0	1,060,140,000
Working capital adjustment	$ 4,700,000
Stock consideration, fair value, discount	6.00%
Integration fees						14,900,000
Transaction costs						$ 14,800,000
Common Stock \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Stock consideration, fair value (in USD per share) \| $ / shares	$ 14.83
Warrants \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Stock consideration, fair value (in USD per share) \| $ / shares	5.23
Class A Common Stock \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Warrants exercise price (in USD per share) \| $ / shares	$ 15.50
Class A Common Stock \| Common Stock \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Stock consideration (in shares) \| shares	6,458,229
Stock consideration	$ 95,800,000
Class A Common Stock \| Warrants \| Modular Space Holdings, Inc
Business Acquisition [Line Items]
Stock consideration (in shares) \| shares	10,000,000
Stock consideration	$ 52,300,000
Public Offering \| Class A Common Stock
Business Acquisition [Line Items]
Number of shares sold (in shares) \| shares		9,200,000
2023 Senior Secured Notes \| Senior Notes
Business Acquisition [Line Items]
Debt issued									$ 300,000,000.0
2023 Senior Unsecured Notes \| Senior Notes
Business Acquisition [Line Items]
Debt issued							$ 200,000,000.0			$ 200,000,000.0
Legacy ModSpace Branch Facilities \| Disposal Group, Held-for-sale, Not Discontinued Operations
Business Acquisition [Line Items]
Number of properties moved to held for sale \| property					8
Number of properties held for sale \| property								3
Impairment losses on long-lived assets					$ 2,600,000
Number of properties disposed \| property					7
Proceeds from sale of properties					$ 12,900,000

Related Parties - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Related Party Transaction [Line Items]
Receivables due from affiliates	$ 44		$ 44		$ 122
Amounts due to affiliates	147		147		1,379
Affiliates
Related Party Transaction [Line Items]
Receivables due from affiliates					100
Purchases from affiliates	1,100	$ 1,200	4,300	$ 3,000
Affiliates \| Algeco Global
Related Party Transaction [Line Items]
Amounts due to affiliates					$ 1,200
Director
Related Party Transaction [Line Items]
Professional fees to affiliates	$ 600	$ 100	1,200	$ 1,100
Insurance Program Claims \| Affiliates
Related Party Transaction [Line Items]
Reimbursements by affiliate			$ 400

Income (Loss) Per Share - Narrative (Details) - shares			3 Months Ended		9 Months Ended
Income (Loss) Per Share - Narrative (Details) - shares	Jan. 19, 2018	Nov. 29, 2017	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares released from escrow (in shares)	6,212,500
Class A Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares placed in escrow (in shares)		12,425,000
Stock Option Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)			534,188	589,257	386,875	589,257
Time-Based Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)				886,680	1,071,721	886,680
Restricted Stock Awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)				27,675	52,755	27,675
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)				44,750,000	22,183,513	44,750,000
Market-Based Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from computation of diluted earnings per share because their effect would have been anti-dilutive (in shares)					294,697
Market-Based Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Minimum payout percentage			0.00%		0.00%
Maximum payout percentage			150.00%		150.00%