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Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of Acquisition The purchase price was determined as follows:
(in thousands, except share and per share data)July 1, 2020
Mobile Mini Common Stock outstanding44,252,275 
Share conversion ratio2.405 
Common Stock issued106,426,721 
Common Stock per share price as of July 1, 2020$12.53 
     Fair value of shares of WillScot Class A Common Stock issued $1,333,527 
     Cash paid for fractional shares30 
     Fair value of Mobile Mini Options converted to WillScot Mobile Mini Options19,279 
          Total purchase price$1,352,836 
The following table summarizes the July 1, 2020 fair values of the assets acquired and liabilities assumed.
Opening Balance Sheet
(in thousands)July 1, 2020
Cash and cash equivalents$17,203 
Trade receivables87,492 
Inventories8,987 
Prepaid expenses and other current assets13,717 
Rental equipment1,032,672 
Property, plant and equipment160,729 
Operating lease assets92,054 
Intangible assets374,500 (a)
Goodwill identified937,135 
Other non-current assets2,520 
     Total identifiable assets acquired2,727,009 
Accounts payable(29,797)
Accrued expenses(40,335)
Deferred revenue and customer deposits(38,846)
Operating lease liabilities(89,968)
Debt and finance lease liabilities(897,244)
Deferred tax liabilities(276,555)
Other long-term liabilities(1,428)
Total liabilities assumed(1,374,173)
Purchase Price$1,352,836 
(a) The initial fair value estimates were calculated using preliminary estimates and assumptions which have been updated in the current reporting period as additional information was obtained during the measurement period. The underlying assets have been adjusted from those previously recorded accordingly. Intangible assets were reduced by approximately $8.0 million from amounts reported at December 31, 2020.
Schedule of Unaudited Pro Forma Information
The tables below present unaudited pro forma condensed combined statements of operations information for the three and six months ended June 30, 2020:
(in thousands)Three Months Ended June 30, 2020Six Months Ended June 30, 2020
WillScot revenues$256,862 $512,683 
Mobile Mini revenues133,663 284,240 
Pro forma revenues$390,525 $796,923 
WillScot Mobile Mini (loss) income before income tax$(14,415)$78,030 (a)
Mobile Mini income before income tax22,967 37,874 
Pro forma income before income tax8,552 115,904 
Pro forma adjustments to combined income before income tax:
Elimination of Merger transaction costs 3,198 27,849 (b)
Impact of fair value mark-ups on rental fleet depreciation (1,167)(2,334)(c)
Other depreciation expense and intangible asset amortization (5,669)(11,338)(d)
Interest expense (3,549)(6,113)(e)
Elimination of Mobile Mini interest expense7,210 15,922 (f)
Pro forma income before income tax8,575 139,890 
Income tax expense 9,737 23,244 (g)
Pro forma net (loss) income$(1,162)$116,646 
(a)Excludes impact of non-controlling interest which was eliminated as part of the Sapphire Exchange. See Note 10.
(b)Eliminates discrete transaction costs incurred as a result of the Mobile Mini Merger.
(c)Depreciation on rental equipment and property, plant and equipment were adjusted for the determination of the fair value of equipment acquired in the Mobile Mini Merger.
(d)
Represents the differential in other depreciation and amortization expense related to the fair value purchase accounting adjustments as a result of the Merger, principally the amortization of the Mobile Mini customer relationship valued at $209,000 with a 13-year life.
(e)
In connection with the Merger, the Company entered into a new ABL Facility and drew $1.47 billion at close with an estimated interest rate of 2.046%, issued the 2025 Secured Notes at 6.125%, repaid the 2022 Secured Notes and repaid the 2017 ABL Facility. Interest and amortization of deferred financing fees for the 2020 ABL Facility and the 2025 Secured Notes has been included offset by the removal of interest and amortization of deferred financing fees attributable to the 2022 Secured Notes and the 2017 ABL Facility. See Note 9 for definitions of terms.
(f)Interest and amortization of deferred financing fees on the senior notes and line of credit maintained by Mobile Mini which were assumed at acquisition and repaid immediately using proceeds from the 2020 ABL Facility and 2025 Secured Notes was eliminated. See Note 9 for definition of terms.
(g)
Reflects the recorded income tax provision plus the adjustment to recognize the income tax impacts of the unaudited pro forma adjustments for which a tax expense is recognized using a US federal and state statutory tax rate of 25.5%. This rate may vary from the effective tax rates of the historical and combined businesses. In addition, the three and six months ended June 30, 2020 included an adjustment of $2.7 million to eliminate the reversal of valuation allowance as a result of reassessment of the realizability of deferred tax assets as a result of the Merger.