Document Entity and Information
Document Entity and Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Document Entity Information | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | General Finance CORP | |
Entity Central Index Key | 0001342287 | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 30,175,225 | |
Entity Address, State or Province | CA | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Emerging Growth Company | false | |
Entity Address, Address Line One | 39 East Union Street | |
Entity File Number | 001-32845 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, City or Town | Pasadena | |
Entity Address, Postal Zip Code | 91103 | |
Entity Tax Identification Number | 32-0163571 | |
City Area Code | 626 | |
Local Phone Number | 584-9722 | |
Common Stock | ||
Document Entity Information | ||
Trading Symbol | GFN | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Series C Cumulative Redeemable Perpetual Preferred Stock | ||
Document Entity Information | ||
Trading Symbol | GFNCP | |
Title of 12(b) Security | 9.00% Series C Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $100 per share) | |
Security Exchange Name | NASDAQ | |
Senior Notes Due | ||
Document Entity Information | ||
Trading Symbol | GFNSL | |
Title of 12(b) Security | 8.125% Senior Notes due 2021 | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Assets | ||
Cash and cash equivalents | $ 17,297,000 | $ 17,478,000 |
Trade and other receivables, net of allowance for doubtful accounts of $5,972 and $5,514 at June 30, 2020 and September 30, 2020, respectively | 42,221,000 | 44,066,000 |
Inventories | 20,192,000 | 20,928,000 |
Prepaid expenses and other | 13,660,000 | 8,207,000 |
Property, plant and equipment, net | 24,064,000 | 24,396,000 |
Lease fleet, net | 459,107,000 | 458,727,000 |
Operating lease assets | 76,723,000 | 66,225,000 |
Goodwill | 98,234,000 | 97,224,000 |
Other intangible assets, net | 17,920,000 | 18,771,000 |
Total assets | 769,418,000 | 756,022,000 |
Liabilities | ||
Trade payables and accrued liabilities | 44,949,000 | 46,845,000 |
Income taxes payable | 360,000 | 645,000 |
Unearned revenue and advance payments | 27,115,000 | 24,642,000 |
Operating lease liabilities | 77,913,000 | 67,142,000 |
Senior and other debt, net | 375,000,000 | 379,798,000 |
Fair value of bifurcated derivatives in Convertible Note | 19,008,000 | 18,325,000 |
Deferred tax liabilities | 44,662,000 | 43,708,000 |
Total liabilities | 589,007,000 | 581,105,000 |
Commitments and contingencies (Note 9) | ||
Equity | ||
Cumulative preferred stock, $.0001 par value: 1,000,000 shares authorized; 400,100 shares issued and outstanding (in series) and liquidation value of $40,722 at June 30, 2020 and September 30, 2020 | 40,100,000 | 40,100,000 |
Common stock, $.0001 par value: 100,000,000 shares authorized; 30,880,531 shares issued and 29,968,766 outstanding at June 30, 2020 and 31,086,990 shares issued and 30,175,225 shares outstanding at September 30, 2020 | 3,000 | 3,000 |
Additional paid-in capital | 182,796,000 | 183,051,000 |
Accumulated other comprehensive loss | (20,440,000) | (22,106,000) |
Accumulated deficit | (16,707,000) | (20,790,000) |
Treasury stock, at cost; 911,765 shares at June 30, 2020 and September 30, 2020 | (5,845,000) | (5,845,000) |
Total General Finance Corporation stockholders' equity | 179,907,000 | 174,413,000 |
Equity of noncontrolling interests | 504,000 | 504,000 |
Total equity | 180,411,000 | 174,917,000 |
Total liabilities and equity | $ 769,418,000 | $ 756,022,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts on trade and other receivables | $ 5,514 | $ 5,972 |
Cumulative preferred stock, par value | $ 0.0001 | $ 0.0001 |
Cumulative preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Cumulative preferred stock, shares issued | 400,100 | 400,100 |
Cumulative preferred stock, shares outstanding | 400,100 | 400,100 |
Cumulative preferred stock, aggregate liquidation preference | $ 40,722 | $ 40,722 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,086,990 | 30,880,531 |
Common stock, shares outstanding | 30,175,225 | 29,968,766 |
Treasury stock shares | 911,765 | 911,765 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||
Sales | $ 30,022 | $ 30,964 |
Leasing | 52,338 | 58,933 |
Total revenues | 82,360 | 89,897 |
Costs and expenses | ||
Direct costs of leasing operations | 20,611 | 22,858 |
Selling and general expenses | 19,643 | 20,655 |
Depreciation and amortization | 9,066 | 9,411 |
Operating income | 11,305 | 14,930 |
Interest income | 151 | 186 |
Interest expense | (5,697) | (7,324) |
Change in valuation of bifurcated derivatives in Convertible Note (Note 5) | (683) | 992 |
Foreign exchange and other | 326 | (573) |
Total costs and expenses | (5,903) | (6,719) |
Income before income taxes | 5,402 | 8,211 |
Provision for income taxes | 1,319 | 2,260 |
Net income | 4,083 | 5,951 |
Preferred stock dividends | (922) | (922) |
Net income attributable to common stockholders | $ 3,161 | $ 5,029 |
Net income per common share: | ||
Basic | $ 0.11 | $ 0.17 |
Diluted | $ 0.10 | $ 0.16 |
Weighted average shares outstanding: | ||
Basic | 29,693,856 | 30,205,248 |
Diluted | 30,517,727 | 31,340,432 |
Lease inventories and fleet | ||
Revenues | ||
Sales | $ 29,665 | $ 28,791 |
Costs and expenses | ||
Cost of sales | 21,294 | 20,216 |
Manufactured units | ||
Revenues | ||
Sales | 357 | 2,173 |
Costs and expenses | ||
Cost of sales | $ 441 | $ 1,827 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS | ||
Net income | $ 4,083 | $ 5,951 |
Other comprehensive income (loss): | ||
Change in fair value change of interest rate swap, net of income tax effect of $230 and $3 in the quarter ended September 30, 2019 and 2020, respectively | (87) | (458) |
Cumulative translation adjustment | 1,753 | (1,794) |
Total comprehensive income | 5,749 | 3,699 |
Comprehensive income allocable to General Finance Corporation stockholders | $ 5,749 | $ 3,699 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS | ||
Change in fair value change of interest rate swap, income tax provision | $ 3 | $ 230 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Cumulative Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total General Finance Corporation Stockholders' Equity | Equity of Noncontrolling Interests | Treasury Stock | Total |
Balance at Jun. 30, 2019 | $ 40,100 | $ 3 | $ 183,933 | $ (18,755) | $ (28,744) | $ 176,537 | $ 504 | $ 177,041 | |
Share-based compensation | 683 | 683 | 683 | ||||||
Preferred stock dividends | (922) | (922) | (922) | ||||||
Issuance of shares of common stock on exercises of stock options | 85 | 85 | 85 | ||||||
Net Income (loss) | 5,951 | 5,951 | 5,951 | ||||||
Fair value change in derivative, net of related tax effect | (458) | (458) | (458) | ||||||
Cumulative translation adjustment | (1,794) | (1,794) | (1,794) | ||||||
Total comprehensive income | 3,699 | 3,699 | |||||||
Balance at Sep. 30, 2019 | 40,100 | 3 | 183,779 | (21,007) | (22,793) | 180,082 | 504 | 180,586 | |
Balance at Jun. 30, 2020 | 40,100 | 3 | 183,051 | (22,106) | (20,790) | 174,413 | 504 | $ (5,845) | 174,917 |
Share-based compensation | 524 | 524 | 524 | ||||||
Preferred stock dividends | (922) | (922) | (922) | ||||||
Issuance of shares of common stock on exercises of stock options | 143 | 143 | 143 | ||||||
Net Income (loss) | 4,083 | 4,083 | 4,083 | ||||||
Fair value change in derivative, net of related tax effect | (87) | (87) | (87) | ||||||
Cumulative translation adjustment | 1,753 | 1,753 | 1,753 | ||||||
Total comprehensive income | 5,749 | 5,749 | |||||||
Balance at Sep. 30, 2020 | $ 40,100 | $ 3 | $ 182,796 | $ (20,440) | $ (16,707) | $ 179,907 | $ 504 | $ (5,845) | $ 180,411 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) | 3 Months Ended |
Sep. 30, 2019shares | |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | |
Issuance of shares of common stock on exercises of stock options | 47,500 |
Vesting of restricted stock units, shares of common stock | 55,957 |
Forfeiture of shares of restricted stock | 1,000 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Net cash provided by operating activities (Note 10) | $ 10,732 | $ 13,591 |
Cash flows from investing activities: | ||
Proceeds from sales of property, plant and equipment | 55 | 185 |
Purchases of property, plant and equipment | (1,249) | (3,372) |
Proceeds from sales of lease fleet | 10,284 | 7,862 |
Purchases of lease fleet | (10,096) | (15,114) |
Other intangible assets | (17) | (78) |
Net cash used in investing activities | (1,023) | (10,517) |
Cash flows from financing activities: | ||
Repayments of equipment financing activities, net | (60) | (163) |
Proceeds from (repayments of) senior and other debt borrowings, net | (9,669) | 546 |
Proceeds from issuances of common stock | 143 | 85 |
Preferred stock dividends | (922) | (922) |
Net cash used in financing activities | (10,508) | (454) |
Net increase (decrease) in cash | (799) | 2,620 |
Cash and equivalents at beginning of period | 17,478 | 10,359 |
The effect of foreign currency translation on cash | 618 | (847) |
Cash and equivalents at end of period | $ 17,297 | $ 12,132 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Sep. 30, 2020 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1. Organization and Business Operations General Finance Corporation (“GFN”) was incorporated in Delaware in October 2005. References to the “Company” in these Notes are to GFN and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN Insurance Corporation, an Arizona corporation (“GFNI”); GFN North America Leasing Corporation, a Delaware corporation (“GFNNA Leasing”); GFN North America Corp., a Delaware corporation (“GFNNA”); GFN Realty Company, LLC, a Delaware limited liability company (“GFNRC”); GFN Manufacturing Corporation, a Delaware corporation (“GFNMC”), and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); Pac-Van, Inc., an Indiana corporation, and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation (collectively “Pac-Van”); and Lone Star Tank Rental Inc., a Delaware corporation (“Lone Star”); GFN Asia Pacific Holdings Pty Ltd, an Australian corporation (“GFNAPH”), and its subsidiaries, Royal Wolf Holdings Pty Ltd, an Australian corporation, which was dissolved in June 2019 (“RWH”), Royal Wolf Trading Australia Pty Limited, an Australian corporation, and Royalwolf Trading New Zealand Limited, a New Zealand Corporation (collectively, “Royal Wolf”). The Company does business in three distinct, but related industries, mobile storage, modular space and liquid containment (which are collectively referred to as the “portable services industry”), in two geographic areas; the Asia-Pacific (or Pan-Pacific) area, consisting of Royal Wolf (which leases and sells storage containers, portable container buildings and freight containers in Australia and New Zealand) and North America, consisting of Pac-Van (which leases and sells storage, office and portable liquid storage tank containers, modular buildings and mobile offices) and Lone Star (which leases portable liquid storage tank containers and containment products, as well as provides certain fluid management services, to the oil and gas industry in the Permian and Eagle Ford basins of Texas), which are combined to form our North American leasing operations, and Southern Frac (which manufactures portable liquid storage tank containers and other steel-related products). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”) applicable to interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements, although the Condensed Consolidated Balance Sheet at June 30, 2020 was derived from the audited Consolidated Balance Sheet at that date. In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The accompanying results of operations are not necessarily indicative of the operating results that may be expected for the entire fiscal year ending June 30, 2021, particularly in light of the pandemic caused by the novel strain of coronavirus (COVID-19). The Company believes its business is essential, which allows it to continue to serve customers that remain operational. However, if the Company is required to close a certain number of its locations or a number of its employees cannot work because of illness or otherwise, its business could be materially adversely affected in a rapid manner. Similarly, if customers experience adverse business consequences due to the COVID-19 pandemic, including being required to shut down their operations, demand for the Company’s services and products could also be materially adversely affected in a rapid manner. The impact of the COVID-19 pandemic is fluid, continues to evolve and, therefore, at this time it cannot be reasonably predicted to what extent the Company’s consolidated results of operations and financial condition will ultimately be impacted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes thereto of the Company, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the Securities and Exchange Commission (“SEC”). Unless otherwise indicated, references to “FY 2020” and “FY 2021” are to the quarter ended September 30, 2019 and 2020, respectively. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes include assumptions used in assigning value to identifiable intangible assets at the acquisition date, the assessment for impairment of goodwill, the assessment for impairment of other intangible assets, the allowance for doubtful accounts, share-based compensation expense, residual value of the lease fleet, derivative liability valuation and deferred tax assets and liabilities. Assumptions and factors used in the estimates are evaluated on an annual basis or whenever events or changes in circumstances indicate that the previous assumptions and factors have changed. The results of the analysis could result in adjustments to estimates. The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. Inventories Inventories are comprised of the following (in thousands): June 30, September 30, 2020 2020 Finished goods $ 17,347 $ 16,239 Work in progress 1,161 1,639 Raw materials 2,420 2,314 $ 20,928 $ 20,192 Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): Estimated June 30, September 30, Useful Life 2020 2020 Land — $ 2,168 $ 2,168 Building and improvements 10 — 40 years 4,899 4,899 Transportation and plant equipment (including finance lease assets - see Note 9) 3 — 20 years 50,497 51,522 Furniture, fixtures and office equipment 3 — 10 years 14,583 14,910 72,147 73,499 Less accumulated depreciation and amortization (47,751) (49,435) $ 24,396 $ 24,064 Depreciation expense on property, plant and equipment totaled $1,586,000 and $1,637,000 for FY 2020 and FY 2021, respectively. Lease Fleet The Company has a fleet of storage, portable building, office and portable liquid storage tank containers, mobile offices, modular buildings and steps that it primarily leases to customers under operating lease agreements with varying terms. Units in the lease fleet are also available for sale. The cost of sales of a unit in the lease fleet is recognized at the carrying amount at the date of sale. At June 30, 2020 and September 30, 2020, the gross costs of the lease fleet were $613,358,000 and $618,643,000, respectively. Depreciation expense on lease fleet totaled $6,959,000 and $6,755,000 for FY 2020 and FY 2021, respectively. Goodwill and Other Intangible Assets The purchase consideration of acquired businesses have been allocated to the assets and liabilities acquired based on the estimated fair values on the respective acquisition dates (see Note 4). Based on these values, the excess purchase consideration over the fair value of the net assets acquired was allocated to goodwill. The Company accounts for goodwill in accordance with FASB ASC Topic 350, Intangibles — Goodwill and Other. The North American oil and gas market has been, and the Company expects it to continue to be, highly cyclical, generally fluctuating in correlation with the price of West Texas Intermediate Crude (“WTI”). The decrease in demand caused by, among other things, the COVID-19 pandemic resulted in a substantial decline in WTI prices and drilling activity which is likely to continue longer than previously anticipated. Specifically impacting the Company is a reduction in drilling activity of oil wells located in the Permian and Eagle Ford shales basins in Texas, the two primary basins in which it operates. At June 30, 2020, the Company’s annual impairment test for Lone Star, which does its business in the Permian and Eagle Ford shales basins, determined that the implied value of goodwill at Lone Star, based on a discounted cash flow basis, was less than its carrying value and, as a result, a impairment charge was recorded. The Company’s annual impairment assessment at June 30, 2020 for its other operating units concluded that the fair value of the goodwill for each of them was greater than their respective carrying amounts. At September 30, 2020, the Company determined that qualitative factors in its North American leasing operations pertaining to conditions in the oil and gas market did not change significantly since June 30, 2020 and, as a result, a quantitative impairment analysis for Lone Star was not required. Determining the fair value of a reporting unit requires judgment and involves the use of significant estimates and assumptions. The Company based its fair value estimates on assumptions that it believes are reasonable but are uncertain and subject to changes in market conditions. Other intangible assets include those with indefinite lives (trademark and trade name) and finite lives (primarily customer base and lists, non-compete agreements and deferred financing costs), as follows (in thousands): June 30, 2020 September 30, 2020 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trademark and trade name $ 5,486 $ (453) $ 5,033 $ 5,486 $ (453) $ 5,033 Customer base and lists 31,691 (19,612) 12,079 31,712 (20,286) 11,426 Non-compete agreements 8,651 (8,226) 425 8,669 (8,286) 383 Deferred financing costs 3,643 (2,769) 874 3,643 (2,893) 750 Other 2,828 (2,468) 360 2,948 (2,620) 328 $ 52,299 $ (33,528) $ 18,771 $ 52,458 $ (34,538) $ 17,920 Amortization expense related to amortizable intangible assets, other than deferred financing costs, totaled $967,000 and $773,000 for FY 2020 and FY 2021, respectively. Amortization expense, which is included in interest expense, related to deferred financing costs recorded as amortizable intangible assets totaled $116,000 and $124,000 for FY 2020 and FY 2021, respectively. Revenue from Contracts with Customers The Company leases and sells new and used storage, office, building and portable liquid storage tank containers, modular buildings and mobile offices to its customers, as well as provides other ancillary products and services. The Company recognizes revenue in accordance with two accounting standards. The rental revenue portions of the Company’s revenues that arise from lease arrangements are accounted for in accordance with Topic 842, Leases . Revenues determined to be non-lease related, including sales of lease inventories and fleet, sales of manufactured units and rental-related services, are accounted for in accordance with ASU No. 2014-09, Revenue from Contracts with Customers Our portable storage and modular space rental customers are generally billed in advance for services, which generally includes fleet pickup. Liquid containment rental customers are typically billed in arrears monthly and sales transactions are generally billed upon transfer of the sold items. Payments from customers are generally due upon receipt or 30-day payment terms. Specific customers have extended terms for payment, but no terms are greater than one year from the invoice date. Leasing Revenue Typical rental contracts include the direct rental of fleet, which is accounted for under Topic 842. Rental-related services include fleet delivery and fleet pickup, as well as other ancillary services, which are primarily accounted for under Topic 606. The total amounts of rental-related services related to Topic 606 recognized during FY 2020 and FY 2021 were $13,510,000 and $10,922,000 , respectively. A small portion of the rental-related services, include subleasing, special events leases and other miscellaneous streams, are accounted for under Topic 842. For contracts that have multiple performance obligations, revenue is allocated to each performance obligation in the contract based on the Company’s best estimate of the standalone selling prices of each distinct performance obligation. The standalone selling price is determined using methods and assumptions developed consistently across similar customers and markets generally applying an expected cost plus an estimated margin to each performance obligation. The Company did not elect the practical expedient for lessor accounting. Rental contracts are based on a monthly rate for our portable storage and modular space fleet and a daily rate for our liquid containment fleet. Rental revenue is recognized ratably over the rental period. The rental continues until the end of the initial term of the lease or when cancelled by the customer or the Company. If equipment is returned prior to the end of the contractual lease period, customers are typically billed a cancellation fee, which is recorded as rental revenue upon the return of the equipment. Customers may utilize our equipment transportation services and other on-site services in conjunction with the rental of equipment, but are not required to do so. Given the short duration of these services, equipment transportation services and other on-site services revenue of a rented unit is recognized in leasing revenue upon completion of the service. Non-Lease Revenue Non-lease revenues consist primarily of the sale of new and used units, and to a lesser extent, sales of manufactured units are all accounted for under Topic 606. Sales contracts generally have a single performance obligation that is satisfied at the time of delivery, which is the point in time control over the unit transfers and the Company is entitled to consideration due under the contract with its customer. Contract Costs and Liabilities The Company incurs commission costs to obtain rental contracts and for sales of new and used units. We expect the period benefitted by each commission to be less than one year. Therefore, we have applied the practical expedient for incremental costs of obtaining a contract and expense commissions as incurred. When customers are billed in advance for rentals, end of lease services, and deposit payments, we defer revenue and reflect unearned rental revenue at the end of the period. As of June 30, 2020 and September 30, 2020, we had approximately $24,642,000 and $27,115,000, respectively, of unearned rental revenue included in unearned revenue and advance payments in the accompanying consolidated balance sheets. Revenues of $10,821,000 and $12,145,000, which were included in the unearned rental revenue balance at June 30, 2019 and 2020, were recognized during FY 2020 and FY 2021, respectively. The Company’s uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future service 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 generally variable based on the costs ultimately incurred to provide those services and therefore we are applying the optional exemption to omit disclosure of such amounts. Sales taxes charged to customers are excluded from revenues and expenses. Sales of new modular buildings not manufactured by the Company are typically covered by warranties provided by the manufacturer of the products sold. Certain sales of manufactured units are covered by assurance-type warranties and as of June 30, 2020 and September 30, 2020, the Company had $136,394 and $111,199, respectively, of warranty reserve included in trade payables and accrued liabilities in the accompanying consolidated balance sheets. Disaggregated Rental Revenue In the following tables, total revenue is disaggregated by revenue type for the periods indicated. The tables also include a reconciliation of the disaggregated rental revenue to the Company’s reportable segments (in thousands). Quarter Ended September 30, 2020 North America Corporate and Asia – Leasing Intercompany Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Non-lease: Sales lease inventories and fleet $ 16,834 $ 20 $ 16,854 $ — $ — $ 16,854 $ 12,811 $ 29,665 Sales manufactured units — — — 1,625 (1,268) 357 — 357 Total non-lease revenues 16,834 20 16,854 1,625 (1,268) 17,211 12,811 30,022 Leasing: Rental revenue 24,148 1,106 25,254 — (83) 25,171 12,058 37,229 Rental-related services 10,271 1,215 11,486 — — 11,486 3,623 15,109 Total leasing revenues 34,419 2,321 36,740 — (83) 36,657 15,681 52,338 Total revenues $ 51,253 $ 2,341 $ 53,594 $ 1,625 $ (1,351) $ 53,868 $ 28,492 $ 82,360 Quarter Ended September 30, 2019 North America Corporate and Asia – Leasing Intercompany Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Non-lease: Sales lease inventories and fleet $ 16,918 $ — $ 16,918 $ — $ — $ 16,918 $ 11,873 $ 28,791 Sales manufactured units — — — 3,506 (1,333) 2,173 — 2,173 Total non-lease revenues 16,918 — 16,918 3,506 (1,333) 19,091 11,873 30,964 Leasing: Rental revenue 25,254 4,481 29,735 — (318) 29,417 11,943 41,360 Rental-related services 10,348 3,902 14,250 — — 14,250 3,323 17,573 Total leasing revenues 35,602 8,383 43,985 — (318) 43,667 15,266 58,933 Total revenues $ 52,520 $ 8,383 $ 60,903 $ 3,506 $ (1,651) $ 62,758 $ 27,139 $ 89,897 Net Income per Common Share Basic net income per common share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the periods. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, vested or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The potential dilutive securities (common stock equivalents) the Company had outstanding related to stock options, non-vested equity shares, restricted stock units and convertible debt. The following is a reconciliation of weighted average shares outstanding used in calculating earnings per common share: Quarter Ended September 30, 2019 2020 Basic 30,205,248 29,693,856 Dilutive effect of common stock equivalents 1,135,184 823,871 Diluted 31,340,432 30,517,727 Potential common stock equivalents totaling 905,159 for FY 2020 and 1,086,238 for FY 2021 have been excluded from the computation of diluted earnings per share because the effect is anti-dilutive. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) |
Equity Transactions
Equity Transactions | 3 Months Ended |
Sep. 30, 2020 | |
Equity Transactions | |
Equity Transactions | Note 3. Equity Transactions Preferred Stock Upon issuance of shares of preferred stock, the Company records the liquidation value as the preferred equity in the consolidated balance sheet, with any underwriting discount and issuance or offering costs recorded as a reduction in additional paid-in capital. Series B Preferred Stock The Company has outstanding privately-placed 8.00% Series B Cumulative Preferred Stock, par value of $0.0001 per share and liquidation value of $1,000 per share (“Series B Preferred Stock”). The Series B Preferred Stock is offered primarily in connection with business combinations. At June 30, 2020 and September 30, 2020, the Company had outstanding 100 shares of Series B Preferred Stock with an aggregate liquidation preference totaling $102,000. The Series B Preferred Stock is not convertible into GFN common stock, has no voting rights, except as required by Delaware law, and is redeemable after February 1, 2014; at which time it may be redeemed at any time, in whole or in part, at the Company’s option. Holders of the Series B Preferred Stock are entitled to receive, when declared by the Company’s Board of Directors, annual dividends payable quarterly in arrears on the 31 st July and October and on the 30 th Series C Preferred Stock The Company has outstanding publicly-traded 9.00% Series C Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $100.00 per share (the “Series C Preferred Stock”). At June 30, 2020 and September 30, 2020, the Company had outstanding 400,000 shares of Series C Preferred Stock with an aggregate liquidation preference totaling $40,620,000. Dividends on the Series C Preferred Stock are cumulative from the date of original issue and will be payable on the 31 st th Dividends As of September 30, 2020, since issuance, dividends paid or payable totaled $111,000 for the Series B Preferred Stock and dividends paid totaled $26,320,000 for the Series C Preferred Stock. The characterization of dividends to the recipients for Federal income tax purposes is made based upon the earnings and profits of the Company, as defined by the Internal Revenue Code. |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 30, 2020 | |
Acquisitions | |
Acquisitions | Note 4. Acquisitions The Company can enhance its business and market share by entering into new markets in various ways, including starting up a new location or acquiring a business consisting of container, modular unit or mobile office assets of another entity. An acquisition generally provides the Company with operations that enables it to at least cover existing overhead costs and is preferable to a start-up or greenfield location. The accompanying consolidated financial statements include the operations of acquired businesses from the dates of acquisition. Goodwill recognized is attributable primarily to expected corporate synergies, the assembled workforce and other factors. The Company incurred approximately $323,000 during FY 2020 of incremental transaction costs associated with acquisition-related activity that were expensed as incurred and are included in selling and general expenses in the accompanying consolidated statements of operations. There were no incremental transaction costs incurred and no acquisitions consummated in FY 2021. |
Senior and Other Debt
Senior and Other Debt | 3 Months Ended |
Sep. 30, 2020 | |
Senior and Other Debt | |
Senior and Other Debt | Note 5. Senior and Other Debt Asia-Pacific Leasing Senior Credit Facility The Company’s operations in the Asia-Pacific area had an AUS$150,000,000 secured senior credit facility, as amended, under a common terms deed arrangement with the Australia and New Zealand Banking Group Limited (“ANZ”) and Commonwealth Bank of Australia (“CBA”) (the “ANZ/CBA Credit Facility”). On October 26, 2017, RWH (subsequently replaced by GFNAPH) and its subsidiaries and a syndicate led by Deutsche Bank AG, Sydney Branch (“Deutsche Bank”) entered into a Syndicated Facility Agreement (the “Syndicated Facility Agreement”). Pursuant to the Syndicated Facility Agreement, the parties entered into a senior secured credit facility and repaid the ANZ/CBA Credit Facility on November 3, 2017. The senior secured credit facility, as amended (the “Deutsche Bank Credit Facility”), consists of a $30,707,600 (AUS $43,000,000 ) Facility A that will amortize semi-annually; a $83,196,300 (AUS $116,500,000 ) Facility B that has no scheduled amortization; a $14,282,600 (AUS $20,000,000 ) revolving Facility C that is used for working capital, capital expenditures and general corporate purposes; and a $26,779,900 (AUS $37,500,000 ) revolving Term Loan Facility D. Borrowings bear interest at the three-month bank bill swap interest rate in Australia (“BBSW”), plus a margin of 4.25% to 5.50% per annum, as determined by net leverage, as defined. In addition, financing fees totaling $2,050,600 (AUS $2,871,400 ) are payable quarterly in advance through maturity. The Deutsche Bank Credit Facility is secured by substantially all of the assets of Royal Wolf and by the pledge of all the capital stock of GFNAPH and its subsidiaries and matures on November 2, 2023 . However, an exit fee of $751,000 (AUS$ 1,051,600 ) is due on November 3, 2020 from the original November 3, 2017 financing. Prepayment penalties equal to 1.0% of any amount prepaid under the Deutsche Bank Credit Facility will expire on March 22, 2021, with no prepayment penalty due after March 22, 2021. The Deutsche Bank Credit Facility is subject to certain financial and other customary covenants, including, among other things, compliance with specified net leverage and debt requirement or fixed charge ratios based on earnings before interest, income taxes, impairment, depreciation and amortization and other non-operating costs and income (“EBITDA”), as defined. The Deutsche Bank Credit Facility Agreement also requires Royal Wolf to prepay amounts borrowed by a percentage of excess cash flow, as defined, as of the end of each fiscal year, depending on the net leverage ratio as of such date. At September 30, 2020, borrowings under the Deutsche Bank Credit Facility totaled $124,705,000 (AUS$174,626,000), net of deferred financing costs of $70,000 (AUS$97,000), and availability, including cash at the bank, totaled $31,582,000 (AUS$44,225,000). The above amounts were translated based upon the exchange rate of one Australian dollar to 0.714131 U.S. dollar and one New Zealand dollar to 0.660034 U.S. dollar at September 30, 2020. Bison Capital Notes General On September 19, 2017, Bison Capital Equity Partners V, L.P and its affiliates (“Bison Capital”), GFN, GFN U.S., GFNAPH and GFN Asia Pacific Finance Pty Ltd, an Australian corporation (“GFNAPF”), entered into that certain Amended and Restated Securities Purchase Agreement dated September 19, 2017 (the “Amended Securities Purchase Agreement”). On September 25, 2017, pursuant to the Amended Securities Purchase Agreement, GFNAPH and GFNAPF issued and sold to Bison an 11.9% secured senior convertible promissory note dated September 25, 2017 in the original principal amount of $26,000,000 (the “Original Convertible Note”) and an 11.9% secured senior promissory note dated September 25, 2017 in the original principal amount of $54,000,000 (the “Senior Term Note” and collectively with the Original Convertible Note, the “Bison Capital Notes”). Net proceeds from the sale of the Bison Capital Notes were used to repay in full all principal, interest and other amounts due under a term loan to Credit Suisse AG, to acquire the 49,188,526 publicly-traded shares of RWH not owned by the Company and to pay all related fees and expenses.GFNAPF was dissolved in September 2018. By Letter of Instruction dated September 25, 2017, Bison Capital instructed GFN to transfer the interests in the Original Convertible Note and to issue four new secured senior convertible notes: a $7,750,000 secured senior convertible note held by Teachers Insurance and Association of America (the "TIAA Convertible Note"), a $7,750,000 secured senior convertible note held by General Electric Pension Trust (the "GEPT Convertible Note) and two secured senior convertible notes totaling $10,500,000 held by Bison Capital (the "Bison Convertible Notes"). Collectively, these four new secured senior convertible notes are referred to as the "Convertible Notes." On March 25, 2019, the Senior Term Note was repaid in full by proceeds totaling $63,311,000 (AUS$89,804,000) borrowed under the Deutsche Bank Credit Facility, which included interest the Company elected to defer and a prepayment fee of two percent. Convertible Notes At any time prior to maturity, the holders may have converted unpaid principal and interest under the Convertible Notes into shares of GFN common stock based upon a price of $8.50 per share (3,058,824 shares based on the original $26,000,000 principal amount), subject to adjustment as described in the Convertible Notes. If GFN common stock traded above 150% of the conversion price over 30 consecutive trading days and the aggregate dollar value of all GFN common stock traded on NASDAQ exceeded $600,000 over the last 20 consecutive days of the same 30-day period, GFN may have forced the holders to convert all or a portion of the Convertible Notes. Such a conversion threshold occurred on September 5, 2018, and on September 6, 2018 the Company elected to force the conversion and delivered a notice to the holders requiring the conversion of the Convertible Notes into a total of 3,058,824 shares of the Company’s common stock effective September 10, 2018. The Convertible Notes included a provision which required GFNAPH to pay the holders, via the payment of principal, interest and the realized value of GFN common stock received after conversion of the Convertible Notes, a minimum return of . The Company evaluated the Convertible Notes at issuance and determined that certain conversion rights were an embedded derivative that required bifurcation because they were not deemed to be clearly and closely related to the Convertible Notes, met the definition of a derivative and none of the exceptions applied. As a result, the Company separately accounted for these conversion rights as a standalone derivative. As of the date of issuance on September 25, 2017, the fair value of this bifurcated derivative was determined to be In June 2020, General Electric Pension Trust ('GEPT") elected to sell the 911,765 shares of GFN common stock they own from the conversion of the GEPT Convertible Note. At a meeting on June 18, 2020, the GFN Board of Directors approved GFN buying GEPT's shares (versus an open market sale by GEPT), as well as entering into an agreement with GEPT to satisfy their remaining minimum return liability in two equal payments, the first one due October 1, 2020 and the second one on January 1, 2021, as well as approving that the bifurcated minimum return derivative liability will be assumed by GFN U.S. effective June 30, 2020. The shares were purchased by the Company at a closing market price on June 22, 2020 of $6.40, resulting in realized gross proceeds to GEPT of $5,835,000, and leaving a remaining minimum return liability of $6,843,000. The GFN shares purchased from GEPT, plus commission of $10,000, was recorded as treasury stock and the minimum return liability due GEPT is included in trade payables and accrued liabilities in the accompanying consolidated balance sheets. The entire bifurcated minimum return derivative liability was revalued at June 22, 2020, and the difference of $436,000 between this valuation and the previous valuation at March 31, 2020 was recognized as a loss in the consolidated statements of operations during the fourth quarter of FY 2020. In addition, the difference of $1,081,000 between the remaining minimum return liability of $6,843,000 due GEPT and its value at June 22, 2020 prior to its assumption by GFN was recognized as a gain in the consolidated statements of operations during the fourth quarter of the fiscal year ended June 30, 2020. At September 30, 2020, the fair value of the bifurcated minimum return derivative liability for the remaining 2,147,059 shares remaining from the conversion of the TIAA Convertible Note and Bison Convertible Notes was $19,008,000. North America Senior Credit Facility At September 30, 2020, the North America leasing (Pac-Van and Lone Star) and manufacturing operations (Southern Frac) had a combined $285,000,000 senior secured revolving credit facility, as amended, with a syndicate led by Wells Fargo Bank, National Association (“Wells Fargo”) that also includes East West Bank, CIT Bank, N.A., the CIBC Bank USA, KeyBank, National Association, Bank Hapoalim, B.M., Associated Bank and Bank of the West (the “Wells Fargo Credit Facility”). In addition, the Wells Fargo Credit Facility provides an accordion feature that may be exercised by the syndicate, subject to the terms in the credit agreement, to increase the maximum amount that may be borrowed by an additional $25,000,000. The Wells Fargo Credit Facility matures on March 24, 2022, assuming the Company’s publicly-traded senior notes due July 31, 2021(see below) are extended at least 90 days past this scheduled maturity date; otherwise the Wells Fargo Credit Facility would mature on March 24, 2021. The Company, among other things, approved and implemented a plan for a private placement senior notes offering that could, if market conditions dictate, revert to a public offering. The Company has obtained indications of interest and is in the process of evaluating these and other alternatives. Management of the Company believes that it is probable that this plan, or a combination of this and other contemplated actions, would occur to satisfy the Senior Notes prior to March 24, 2021 (see Note 12). The Wells Fargo Credit Facility is secured by substantially all of the rental fleet, inventory and other assets of the Company’s North American leasing and manufacturing operations. The Wells Fargo Credit Facility effectively not only finances the North American operations, but also the funding requirements for the Series C Preferred Stock (see Note 3) and the publicly-traded unsecured senior notes. The maximum amount of intercompany dividends that Pac-Van and Lone Star are allowed to pay in each fiscal year to GFN for the funding requirements of GFN’s senior and other debt and the Series C Preferred Stock are (a) the lesser of $5,000,000 for the Series C Preferred Stock or the amount equal to the dividend rate of the Series C Preferred Stock and its aggregate liquidation preference and the actual amount of dividends required to be paid to the Series C Preferred Stock; and (b) $6,300,000 for the public offering of unsecured senior notes or the actual amount of annual interest required to be paid; provided that (i) the payment of such dividends does not cause a default or event of default; (ii) each of Pac-Van and Lone Star is solvent; (iii) excess availability, as defined, is Borrowings under the Wells Fargo Credit Facility accrue interest, at the Company’s option, either at the base rate, plus 0.5% and a range of 1.00% to 1.50%, or the LIBOR rate, with a minimum of 0.5%, and a range of 2.50% to 3.00%. The Wells Fargo Credit Facility also specifies the future conditions under which the current LIBOR-based interest rate could be replaced in the future with an alternate benchmark interest rate. There is an unused commitment fee of 0.250% - 0.375%, based on the average revolver usage. The Wells Fargo Credit Facility contains, among other things, certain financial covenants, including fixed charge coverage ratios, and other covenants, representations, warranties, indemnification provisions, and events of default that are customary for senior secured credit facilities; including a composite minimum utilization covenant and a covenant that would require repayment upon a change in control, as defined. At September 30, 2020, borrowings and availability under the Wells Fargo Credit Facility totaled $163,779,000 and $96,357,000, respectively. Senior Notes On June 18, 2014, the Company completed the sale of unsecured senior notes (the “Senior Notes”) in a public offering for an aggregate principal amount of $72,000,000. On April 24, 2017, the Company completed the sale of a “tack-on” offering of its publicly-traded Senior Notes for an aggregate principal amount of $5,390,000 that was priced at $24.95 per denomination. Net proceeds were $5,190,947, after deducting an aggregate original issue discount (“OID”) of $10,780 and underwriting discount of $188,273. In both offerings, the Company used at least 80% of the gross proceeds to reduce indebtedness at Pac-Van and Lone Star under the Wells Fargo Credit Facility in order to permit the payment of intercompany dividends by Pac-Van and Lone Star to GFN to fund the interest requirements of the Senior Notes. For the ‘tack-on” offering, this amounted to $4,303,376 of the net proceeds. The Company has total outstanding publicly-traded Senior Notes in an aggregate principal amount of $77,390,000 ($76,763,000 and $76,908,000, net of unamortized debt issuance costs of $627,000 and $482,000, at June 30, 2020 and September 30, 2020, respectively). The Senior Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof and pursuant to the first supplemental indenture (the “First Supplemental Indenture”) dated as of June 18, 2014 by and between the Company and Wells Fargo, as trustee (the “Trustee”). The First Supplemental Indenture supplements the indenture entered into by and between the Company and the Trustee dated as of June 18, 2014 (the “Base Indenture”). The Senior Notes bear interest at the rate of 8.125% per annum, mature on July 31, 2021 and are not subject to any sinking fund. Interest on the Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31, commencing on July 31, 2014. The Senior Notes rank equally in right of payment with all of the Company’s existing and future unsecured senior debt and senior in right of payment to all of its existing and future subordinated debt. The Senior Notes are effectively subordinated to any of the Company’s existing and future secured debt, to the extent of the value of the assets securing such debt. The Senior Notes are structurally subordinated to all existing and future liabilities of the Company’s subsidiaries and are not guaranteed by any of the Company’s subsidiaries. On October 31, 2018, the Company successfully completed a consent solicitation to amend the Base Indenture and First Supplemental Indenture to permit the Company to incur additional indebtedness from time to time, including pursuant to its existing Wells Fargo Credit Facility and existing master finance/capital lease (the classification of such leases changed upon adoption of a new accounting standard, as discussed in Note 2) agreement, or such new finance/capital lease obligations as the Company may enter into from time to time. The consent of at least a majority in the aggregate principal amount outstanding of the Senior Notes as of the record date (as defined in the consent solicitation statement dated October 16, 2018) was required to approve the proposed amendments and the Company received consents from approximately 63.3% of the holders of the Senior Notes. Upon the terms and subject to the conditions described in the consent solicitation statement, the Company made cash payments totaling $195,820, or $0.10 per $25 of Senior Notes held by each holder as of the record date who had validly delivered consent. As a result of the successful consent solicitation, the Company and the Trustee entered into the second supplemental indenture dated October 31, 2018 (the “Second Supplemental Indenture” and, together with the Base Indenture and First Supplemental Indenture, the “Indenture”). The Company may now, at its option, redeem the Senior Notes in whole or in part at a redemption price initially equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest to the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Senior Notes. The Company has not redeemed any of its Senior Notes as of September 30, 2020 (see Note 12). The Indenture contains covenants which, among other things, limit the Company’s ability to make certain payments, to pay dividends and to incur additional indebtedness if the incurrence of such indebtedness would cause the company’s consolidated fixed charge coverage ratio, as defined in the Indenture, to be below 2.0 to 1.0. The Senior Notes are listed on NASDAQ under the symbol “GFNSL.” Other At September 30, 2020, equipment financing (finance lease liabilities - see Note 9) and other debt totaled The Company was in compliance with the financial covenants under all its credit facilities as of September 30, 2020. The weighted-average interest rate in the Asia-Pacific area was 7.9% and 7.2% in FY 2020 and FY 2021, respectively; which does not include the effect of translation, derivative valuation, amortization of deferred financing costs and accretion. The weighted- average interest rate in North America was |
Financial Instruments
Financial Instruments | 3 Months Ended |
Sep. 30, 2020 | |
Financial Instruments | |
Financial Instruments | Note 6. Financial Instruments Fair Value Measurements FASB ASC Topic 820, Fair Value Measurements and Disclosures 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 in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s derivative instruments are not traded on a market exchange; therefore, the fair values are determined using valuation models that include assumptions about yield curve at the reporting dates as well as counter-party credit risk. The assumptions are generally derived from market-observable data. The Company has consistently applied these calculation techniques to all periods presented, which are considered Level 2. Derivative instruments measured at fair value and their classification in the consolidated balances sheets and statements of operations are as follows (in thousands): Derivative – Fair Value (Level 2) Type of Derivative Contract Balance Sheet Classification June 30, 2020 September 30, 2020 Swap Contracts Trade payables and accrued liabilities $ 3,456 $ 3,580 Forward-Exchange Contracts Trade and other receivables — 4 Trade payables and accrued liabilities 258 7 Bifurcated Derivatives Fair value of bifurcated derivatives in Convertible Note 18,325 19,008 Type of Derivative Statement of Operations Quarter Ended Quarter Ended Contract Classification September 30, 2019 September 30, 2020 Swap Contracts Unrealized gain (loss) included in “Interest expense” $ — $ — Foreign Exchange Contracts Unrealized foreign currency exchange gain included in “Foreign exchange and other” 331 267 Bifurcated Derivatives Change in valuation of bifurcated derivatives in Convertible Note 992 (683) Interest Rate Swap Contract The Company’s exposure to market risk for changes in interest rates relates primarily to its senior and other debt obligations. The Company’s policy is to manage its interest expense by using a mix of fixed and variable rate debt. To manage its exposure to variable interest rates in a cost-efficient manner, the Company has entered into interest rate swaps and interest rate options, in which the Company agreed to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. These swaps and options were designated to hedge changes in the interest rate of a portion of the outstanding borrowings in the Asia-Pacific area. During the year ended June 30, 2017 (“FY 2017”), the Company entered into two interest rate swaps that were designated as cash flow hedges. In January 2018, the Company entered into an interest rate swap contract that was designated as a cash flow hedge. The Company expects this derivative to remain highly effective during its term; however, any changes in the portion of the hedge considered ineffective would also be recorded in interest expense in the consolidated statement of operations. In April 2019, this interest swap contract was amended and extended. There was no ineffective portion recorded in FY 2020 and FY 2021. The Company’s interest rate derivative instruments were not traded on a market exchange; therefore, the fair values were determined using valuation models which include assumptions about the interest rate yield curve at the reporting dates (Level 2 fair value measurement). As of June 30, 2020 and September 30, 2020, the open interest rate swap contracts were as follows (dollars in thousands): June 30, September 30, 2020 2020 Notional amounts $ 68,777 $ 71,413 Fixed/Strike Rates 7.17 % 7.17 % Floating Rates 5.35 % 5.34 % Fair Value of Combined Contracts $ (3,456) $ (3,580) Foreign Currency Risk The Company has transactional currency exposures. Such exposure arises from sales or purchases in currencies other than the functional currency. The currency giving rise to this risk is primarily U.S. dollars. Royal Wolf has a bank account denominated in U.S. dollars into which a small number of customers pay their debts. This is a natural hedge against fluctuations in the exchange rate. The funds are then used to pay suppliers, avoiding the need to convert to Australian dollars. Royal Wolf uses forward currency and participating forward contracts to eliminate the currency exposures on the majority of its transactions denominated in foreign currencies, either by transaction if the amount is significant, or on a general cash flow hedge basis. The forward currency and participating forward contracts are always in the same currency as the hedged item. The Company believes that financial instruments designated as foreign currency hedges are highly effective. However documentation of such as required by ASC Topic 815 does not exist. Therefore, all movements in the fair values of these hedges are reported in the statement of operations in the period in which fair values change. As of June 30, 2020, there were 13 open forward exchange contracts that mature between July 2020 and October 2020; and, as of September 30, 2020, there were 35 open forward exchange contracts that mature between October 2020 and February 2021, as follows (dollars in thousands): June 30, September 30, 2020 2020 Notional amounts $ 3,087 $ 12,353 Exchange/Strike Rates (AUD to USD) 0.56516 – 0.68863 0.61689 - 0.72944 Fair Value of Combined Contracts $ (258) $ (3) In FY 2020 and FY 2021, net unrealized and realized foreign exchange gains (losses) totaled $(886,000) and $17,000 and $(3,000) and $51,000, respectively. Fair Value of Other Financial Instruments The fair value of the Company’s borrowings under the Senior Notes was determined based on a Level 1 input and for borrowings under its senior credit facilities determined based on Level 3 inputs; including a comparison to a group of comparable industry debt issuances (“Industry Comparable Debt Issuances”) and a study of credit (“Credit Spread Analysis”). Under the Industry Comparable Debt Issuance method, the Company compared the debt facilities to several industry comparable debt issuances. This method consisted of an analysis of the offering yields compared to the current yields on publicly traded debt securities. Under the Credit Spread Analysis, the Company first examined the implied credit spreads, which are based on data published by the United States Federal Reserve. Based on this analysis the Company was able to assess the credit market. The fair value of the Company’s senior credit facilities as of June 30, 2020 was determined to be approximately $366,554,000 (carrying value of $372,697,000, gross of deferred financing costs of $896,000).The Company also determined that the fair value of its other debt of $7,997,000 at June 30, 2020 approximated or would not vary significantly from their carrying values. The Company believes that market conditions at September 30, 2020 have not changed significantly from June 30, 2020. Therefore, the proportion of the fair value to the carrying value of the Company's senior credit facilities and other debt at September 30, 2020 would not vary significantly from the proportion determined at June 30, 2020. Under the provisions of FASB ASC Topic 825, Financial Instruments, |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Sep. 30, 2020 | |
Related-Party Transactions | |
Related-Party Transactions | Note 7. Related-Party Transactions Effective January 31, 2008, the Company entered into a lease with an affiliate of the Company’s then Chief Executive Officer (now Executive Chairman of the Board of Directors) for its corporate headquarters in Pasadena, California. The rent is $7,393 per month, effective March 1, 2009, plus allocated charges for common area maintenance, real property taxes and insurance, for approximately 3,000 square feet of office space. The term of the lease is five years, with two five-year renewal options, and the rent is adjusted yearly based on the consumer price index. On October 11, 2012, the Company exercised the first option to renew the lease for an additional five-year term commencing February 1, 2013 and on August 7, 2017, it exercised its second option for an additional five-year term commencing on February 1, 2018. Rental payments were $28,000 during both FY 2020 and FY 2021. The premises of Pac-Van’s Las Vegas branch are owned by and were leased from the then acting branch manager through December 31, 2016. From January 1, 2017 through May 12, 2017, the use of the premises was rented on a month-to-month basis. Effective May 12, 2017, the Company entered into a lease agreement through December 31, 2020 for rental of $10,876 per month and the right to extend the term of the lease for three two-year options, with the monthly rental increasing at each option period from $11,420 to $12,590 per month. Rental payments on these premises totaled $38,000 and $40,000 during FY 2020 and FY 2021, respectively. |
Equity Plans
Equity Plans | 3 Months Ended |
Sep. 30, 2020 | |
Equity Plans | |
Equity Plans | Note 8. Equity Plans On September 11, 2014, the Board of Directors of the Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”), which was approved by the stockholders at the Company’s annual meeting on December 4, 2014 and amended and restated by the stockholders at the annual meeting on December 3, 2015. The 2014 Plan is an “omnibus” incentive plan permitting a variety of equity programs designed to provide flexibility in implementing equity and cash awards, including incentive stock options, nonqualified stock options, restricted stock grants (“non-vested equity shares”), restricted stock units, stock appreciation rights, performance stock, performance units and other stock-based awards. Participants in the 2014 Plan may be granted any one of the equity awards or any combination of them, as determined by the Board of Directors or the Compensation Committee. Upon the approval of the 2014 Plan by the stockholders, the Company suspended further grants under its previous equity plans, the General Finance Corporation 2006 Stock Option Plan (the “2006 Plan”) and the 2009 Stock Incentive Plan (the “2009 Plan”) (collectively the “Predecessor Plans”), which had a total of 2,500,000 shares reserved for grant. Any stock options which are forfeited under the Predecessor Plans will become available for grant under the 2014 Plan, but the total number of shares available under the 2014 Plan will not exceed the 1,500,000 shares reserved for grant under the 2014 Plan, plus any options which were forfeited or are available for grant under the Predecessor Plans. If not sooner terminated by the Board of Directors, the 2014 Plan will expire on December 4, 2024, which is the tenth anniversary of the date it was approved by the Company’s stockholders. The 2006 Plan expired on June 30, 2016 and the 2009 Plan expired on December 10, 2019. On December 7, 2017, the stockholders approved an amendment unanimously approved by the Board of Directors of the Company that increased the number of shares reserved for issuance under the 2014 Plan by 1,000,000 shares, from 1,500,000 to 2,500,000 shares of common stock, plus any options which were forfeited or are available for grant under the 2009 Plan. The Predecessor Plans and the 2014 Plan are referred to collectively as the “Stock Incentive Plan.” All grants to-date consist of incentive and non-qualified stock options that vest over a period of up to five years (“time-based”), non-qualified stock options that vest over varying periods that are dependent on the attainment of certain defined EBITDA and other targets (“performance-based”), non-vested equity shares (“restricted stock”) and restricted stock units (“RSU”). At September 30, 2020, Since inception, the range of the fair value of the stock options granted (other than to non-employee consultants) and the assumptions used are as follows: Fair value of stock options $0.81 - $6.35 Assumptions used: Risk-free interest rate 1.19% - 4.8 % Expected life (in years) 7.5 Expected volatility 26.5% - 84.6 % Expected dividends — At September 30, 2020, there were no significant outstanding stock options held by non-employee consultants that were not fully vested. A summary of the Company’s stock option activity and related information for FY 2021 follows: Weighted- Average Number of Weighted- Remaining Options Average Contractual (Shares) Exercise Price Term (Years) Outstanding at June 30, 2020 1,599,541 $ 4.54 Granted — — Exercised (132,100) 1.08 Forfeited or expired — — Outstanding at September 30, 2020 1,467,441 $ 4.85 4.3 Vested and expected to vest at September 30, 2020 1,467,441 $ 4.85 4.3 Exercisable at September 30, 2020 1,387,945 $ 4.39 4.1 At September , 2020, outstanding time-based options and performance-based options totaled 1,038,095 and 429,346, respectively. Also at that date, the Company’s market price for its common stock was $6.33 per share, which was above the exercise prices of approximately 75% of the outstanding stock options, and the intrinsic value of the outstanding stock options at that date was $2,385,000. Share-based compensation of $9,558,000 related to stock options has been recognized in the consolidated statements of operations, with a corresponding benefit to equity, from inception through September 30, 2020. At that date, there remains $73,000 of unrecognized compensation expense to be recorded on a straight-line basis over the remaining weighted-average vesting period of less than one year. A deduction is not allowed for U.S. income tax purposes with respect to non-qualified options granted in the United States until the stock options are exercised or, with respect to incentive stock options issued in the United States, unless the optionee makes a disqualifying disposition of the underlying shares. The amount of any deduction will be the difference between the fair value of the Company’s common stock and the exercise price at the date of exercise. Accordingly, there is a deferred tax asset recorded for the U.S. tax effect of the financial statement expense recorded related to stock option grants in the United States. The tax effect of the U.S. income tax deduction in excess of the financial statement expense, if any, will be recorded as a benefit in the consolidated statement of operations. A summary of the Company’s restricted stock and RSU activity follows: Restricted Stock RSU Weighted-Average Weighted-Average Grant Date Fair Grant Date Fair Shares Value Shares Value Nonvested at June 30, 2020 408,099 $ 8.00 108,928 $ 8.18 Granted — — — — Vested — — (74,359) 7.45 Forfeited — — — — Nonvested at September 30, 2020 408,099 $ 8.00 34,569 $ 9.74 Share-based compensation of $6,412,000 and $1,510,000 related to restricted stock and RSU, respectively, has been recognized in the consolidated statements of operations, with a corresponding benefit to equity, from inception through September 30, 2020. At that date, there remains $2,564,000 for the restricted stock and $301,000 for the RSU of unrecognized compensation expense to be recorded on a straight-line basis over the remaining vesting period of less than a year to 2.94 years for the restricted stock and less than a year to 1.95 years for the RSU. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Leases In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) . This new standard was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This accounting standard, as updated, eliminated the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 is substantially unchanged from the previous lease requirements under U.S. GAAP. The Company adopted ASU No. 2016-02 effective July 1, 2019, utilizing a modified retrospective transition approach and using the effective date as the date of initial application. As a result, financial information was not updated and the disclosures required under the new accounting standard was not provided for dates and periods before July 1, 2019. The accounting standard included optional transitional practical expedients intended to simplify its adoption and the Company adopted the package of practical expedients, which allowed it to retain the historical lease classification determined under legacy U.S. GAAP, as well as relief from reviewing expired or existing contracts to determine if they contain leases. As of July 1, 2019, the right of use assets (operating lease assets) related to operating leases recorded on the Company’s consolidated balance sheet was $70,797,000 and the related liabilities (operating lease liabilities) was $71,298,000 . The difference between the right of use assets and related lease liabilities is predominantly deferred rent. The adoption of this accounting standard did not materially impact the Company’s consolidated statements of operations or cash flows. Operating Lease Assets and Liabilities We lease our corporate office, certain administrative offices, and certain branch locations through the United States, Canada, and Asia-Pacific. Additionally, we lease equipment to support our operations, including vehicles and office equipment. For operating leases with an initial term greater than twelve months, the Company recognizes a lease asset and liability at commencement date. The Company follows the short-term lease exception as an accounting policy; therefore, leases with an original term of 12 months or less are not recognized on the balance sheet. Lease assets are initially measured at cost, which includes the initial amount of the lease liability, plus any initial direct costs incurred, less lease incentives received. The liability is initially and subsequently measured as the present value of the unpaid lease payments. The Company uses estimates and judgments in the determination of our lease liabilities. Key estimates and judgments include the following: Lease Discount Rate – The Company is required to discount unpaid fixed lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate, which would typically be the senior lending borrowing rate at the respective geographic venue of the operating lease. Lease Term – The Company includes the non-cancellable period of the lease, plus any additional periods covered by an extension of the lease that are reasonably certain to be exercised. The Company expects to exercise options to extend many operating leases after considering the relevant economic factors. Fixed Payments – Lease payments included in the measurement of the lease liability include fixed payments owed over the lease term, termination penalties if it is expected that a termination option will be exercised, the price to purchase the underlying asset if it is reasonably certain that the purchase option will be exercised and residual value guarantees, if applicable. Future payments of operating lease liabilities at June 30, 2020 and September 30, 2020 are as follows (in thousands): Year Ending June 30, 2021 $ 11,628 2022 10,336 2022 9,121 2024 7,858 2025 6,750 Thereafter 57,190 Total commitments 102,883 Less – effect of discounting (35,741) $ 67,142 Year Ending September 30, 2021 $ 12,427 2022 11,441 2022 9,980 2024 8,720 2025 7,639 Thereafter 69,600 Total commitments 119,807 Less – effect of discounting (41,894) $ 77,913 Operating Lease Expense and Activity Payments due under lease contracts include fixed payments plus, if applicable, variable payments. Fixed payments under leases are recognized on a straight-line basis over the term of the lease, including any periods of free rent. Variable expenses associated with leases are recognized when they are incurred. For real estate leases, variable payments include such items as allocable property taxes, local sales and business taxes, and common area maintenance charges. Variable payments associated with equipment leases include such items as maintenance services provided by the lessor and local sales and business taxes. The Company has elected the accounting policy to not separate lease components and non-lease components. All expenses for operating leases are recognized within the costs and expenses in determining operating income. Operating lease activity during the periods was as follows (in thousands): Quarter Ended September 30, 2019 2020 Expense: Short-term lease expense $ 925 $ 822 Fixed lease expense 3,223 3,524 Variable lease expense 263 391 Sublease income (1,163) (1,080) $ 3,248 $ 3,657 Cash paid and new or modified operating lease information: Operating cash flows from operating leases $ 2,932 $ 3,230 Net operating lease assets obtained in exchange for new or modified operating lease liabilities 1,381 10,826 The weighted-average remaining lease term and weighted average discount rate for operating leases at June 30, 2020 and September 30, 2020 was 12.6 years and 6.3%, and 13.3 years and 6.3 %, respectively. Finance Leases Specific criteria differentiate a finance lease from an operating lease, but generally leases under which substantially all the risks and benefits incidental to ownership of the leased assets are assumed by the Company are classified as finance leases. At adoption of ASU No. 2016-02, all previously classified capital leases were classified as finance leases. In the accompanying consolidated balance sheets, finance lease assets are included in property, plant and equipment (see Note 2), while finance lease liabilities are included in senior and other debt (see Note 5). Finance leased assets as of June 30, 2020 and September 30, 2020, include gross costs of $8,650,000 and $8,650,000, and accumulated amortization of $2,871,000 and $3,301,000 resulting in a net book value of $5,779,000 and $5,349,000 , respectively. Self-Insurance The Company has insurance policies to cover auto liability, general liability, directors and officers liability and workers compensation-related claims. Effective on February 1, 2017, the Company became self-insured for auto liability and general liability through GFNI, a wholly-owned captive insurance company, up to a maximum of $1,200,000 per policy period. Claims and expenses are reported when it is probable that a loss has occurred and the amount of the loss can be reasonably estimated. These losses include an estimate of claims that have been incurred but not reported. At June 30, 2020 and September 30, 2020, reported liability totaled $1,278,000 and 1,412,000, respectively, and has been recorded in the caption “Trade payables and accrued liabilities” in the accompanying consolidated balance sheets. Other Matters The Company is not involved in any material lawsuits or claims arising out of the normal course of business. The nature of its business is such that disputes can occasionally arise with employees, vendors (including suppliers and subcontractors) and customers over warranties, contract specifications and contract interpretations among other things. The Company assesses these matters on a case-by-case basis as they arise. Reserves are established, as required, based on its assessment of its exposure. The Company has insurance policies to cover general liability and workers compensation related claims. In the opinion of management, the ultimate amount of liability not covered by insurance under pending litigation and claims, if any, will not have a material adverse effect on our financial position, operating results or cash flows. |
Cash Flows from Operating Activ
Cash Flows from Operating Activities and Other Financial Information | 3 Months Ended |
Sep. 30, 2020 | |
Cash Flows from Operating Activities and Other Financial Information | |
Cash Flows from Operating Activities and Other Financial Information | Note 10. Cash Flows from Operating Activities and Other Financial Information The following table provides a detail of cash flows from operating activities (in thousands): Quarter Ended September 30, 2019 2020 Cash flows from operating activities Net income $ 5,951 $ 4,083 Adjustments to reconcile net income loss to cash flows from operating activities: Gain on sales and disposals of property, plant and equipment (103) (40) Gain on sales of lease fleet (2,717) (2,899) Unrealized foreign exchange loss 886 3 Unrealized gain on forward exchange contracts (331) (267) Change in valuation of bifurcated derivatives in Convertible Note (992) 683 Depreciation and amortization 9,512 9,165 Amortization of deferred financing costs 464 477 Share-based compensation expense 683 524 Deferred income taxes 1,416 816 Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): Trade and other receivables, net 1,954 2,513 Inventories (4,532) 1,134 Prepaid expenses and other (2,615) (5,045) Trade payables, accrued liabilities and unearned revenues 4,169 (604) Income taxes (154) 189 Net cash provided by operating activities $ 13,591 $ 10,732 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Sep. 30, 2020 | |
Segment Reporting | |
Segment Reporting | Note 11. Segment Reporting We have two geographic areas that include four operating segments; the Asia-Pacific area, consisting of the leasing operations of Royal Wolf, and North America, consisting of the combined leasing operations of Pac-Van and Lone Star, and the manufacturing operations of Southern Frac. Discrete financial data on each of the Company’s products is not available and it would be impractical to collect and maintain financial data in such a manner. In managing the Company’s business, senior management focuses on primarily growing its leasing revenues and operating cash flow (EBITDA), and investing in its lease fleet through capital purchases and acquisitions. Transactions between reportable segments included in the tables below are recorded on an arms-length basis at market in conformity with U.S. GAAP and the Company’s significant accounting policies (see Note 2). The tables below represent the Company’s revenues from external customers, share-based compensation expense, impairment of goodwill, depreciation and amortization, operating income, interest income and expense, expenditures for additions to long-lived assets (consisting of lease fleet and property, plant and equipment), long-lived assets, operating lease assets and goodwill; as attributed to its geographic and operating segments (in thousands): Quarter Ended September 30, 2020 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 16,834 $ 20 $ 16,854 $ 1,625 $ (1,268) $ 17,211 $ 12,811 $ 30,022 Leasing 34,419 2,321 36,740 — (83) 36,657 15,681 52,338 $ 51,253 $ 2,341 $ 53,594 $ 1,625 $ (1,351) $ 53,868 $ 28,492 $ 82,360 Share-based compensation $ 119 $ 15 $ 134 $ 12 $ 330 $ 476 $ 48 $ 524 Depreciation and amortization $ 4,038 $ 2,178 $ 6,216 $ 99 $ (179) $ 6,136 $ 3,029 $ 9,165 Operating income $ 10,354 $ (1,909) $ 8,445 $ (217) $ (1,198) $ 7,030 $ 4,275 $ 11,305 Interest income $ — $ — $ — $ — $ — $ — $ 151 $ 151 Interest expense $ 1,461 $ 21 $ 1,482 $ 12 $ 1,716 $ 3,210 $ 2,487 $ 5,697 Additions to long-lived assets $ 8,783 $ 36 $ 8,819 $ 2 $ (218) $ 8,603 $ 2,742 $ 11,345 At September 30, 2020 Long-lived assets $ 321,987 $ 38,447 $ 360,434 $ 1,264 $ (9,185) $ 352,513 $ 130,658 $ 483,171 Operating lease assets $ 25,245 $ 2,377 $ 27,622 $ 214 $ 243 $ 28,079 $ 48,644 $ 76,723 Goodwill $ 65,149 $ 6,622 $ 71,771 $ — $ — $ 71,771 $ 26,463 $ 98,234 At June 30, 2020 Long-lived assets $ 320,956 $ 40,234 $ 361,190 $ 1,361 $ (9,145) $ 353,406 $ 129,717 $ 483,123 Operating lease assets $ 25,602 $ 2,441 $ 28,043 $ 244 $ 267 $ 28,554 $ 37,671 $ 66,225 Goodwill $ 65,123 $ 6,622 $ 71,745 $ — $ — $ 71,745 $ 25,479 $ 97,224 Quarter Ended September 30, 2019 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 16,918 $ — $ 16,918 $ 3,506 $ (1,333) $ 19,091 $ 11,873 $ 30,964 Leasing 35,602 8,383 43,985 — (318) 43,667 15,266 58,933 $ 52,520 $ 8,383 $ 60,903 $ 3,506 $ (1,651) $ 62,758 $ 27,139 $ 89,897 Share-based compensation $ 105 $ 12 $ 117 $ 9 $ 374 $ 500 $ 183 $ 683 Depreciation and amortization $ 4,020 $ 1,617 $ 5,637 $ 101 $ (179) $ 5,559 $ 3,953 $ 9,512 Operating income $ 11,778 $ 1,891 $ 13,669 $ 176 $ (1,618) $ 12,227 $ 2,703 $ 14,930 Interest income $ — $ — $ — $ — $ 1 $ 1 $ 185 $ 186 Interest expense $ 2,629 $ 127 $ 2,756 $ 36 $ 1,717 $ 4,509 $ 2,815 $ 7,324 Additions to long-lived assets $ 15,163 $ 389 $ 15,552 $ 8 $ (168) $ 15,392 $ 3,094 $ 18,486 Intersegment net revenues related to sales of primarily portable liquid storage containers and ground level offices from Southern Frac to the North American leasing operations totaled $1,333,000 and $1,268,000 during FY 2020 and FY 2021, respectively; and intrasegment net revenues in the North American leasing operations related to primarily the leasing of portable liquid storage containers from Pac-Van to Lone Star totaled $285,000 and $50,000 during FY12020 and FY 2020, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | Note 12. Subsequent Events On October 12, 2020, the Company announced that its Board of Directors declared a cash dividend of $2.30 per share on the Series C Preferred Stock (see Note 3). The dividend is for the period commencing on July 31, 2020 through October 30, 2020, and is payable on November 2, 2020 to holders of record as of October 30, 2020. On October 27, 2020, the Company completed the sale of unsecured senior notes in a public offering for an aggregate principal amount of $60,000,000, which represented 100% of the principal amount. The unsecured senior notes were issued in minimum denominations of per annum and mature on October 31, 2025. In connection with the offering, the Company has granted the underwriters an option for in aggregate principal amount of the unsecured senior notes to cover overallotments, if any. The Company intends to list the unsecured senior notes on the NASDAQ Global Market under the symbol “GFNSZ” and to use the net proceeds to redeem a portion of the outstanding principal amount of the Senior Notes (see Note 5). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”) applicable to interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements, although the Condensed Consolidated Balance Sheet at June 30, 2020 was derived from the audited Consolidated Balance Sheet at that date. In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The accompanying results of operations are not necessarily indicative of the operating results that may be expected for the entire fiscal year ending June 30, 2021, particularly in light of the pandemic caused by the novel strain of coronavirus (COVID-19). The Company believes its business is essential, which allows it to continue to serve customers that remain operational. However, if the Company is required to close a certain number of its locations or a number of its employees cannot work because of illness or otherwise, its business could be materially adversely affected in a rapid manner. Similarly, if customers experience adverse business consequences due to the COVID-19 pandemic, including being required to shut down their operations, demand for the Company’s services and products could also be materially adversely affected in a rapid manner. The impact of the COVID-19 pandemic is fluid, continues to evolve and, therefore, at this time it cannot be reasonably predicted to what extent the Company’s consolidated results of operations and financial condition will ultimately be impacted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes thereto of the Company, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the Securities and Exchange Commission (“SEC”). Unless otherwise indicated, references to “FY 2020” and “FY 2021” are to the quarter ended September 30, 2019 and 2020, respectively. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes include assumptions used in assigning value to identifiable intangible assets at the acquisition date, the assessment for impairment of goodwill, the assessment for impairment of other intangible assets, the allowance for doubtful accounts, share-based compensation expense, residual value of the lease fleet, derivative liability valuation and deferred tax assets and liabilities. Assumptions and factors used in the estimates are evaluated on an annual basis or whenever events or changes in circumstances indicate that the previous assumptions and factors have changed. The results of the analysis could result in adjustments to estimates. The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. |
Inventories | Inventories Inventories are comprised of the following (in thousands): June 30, September 30, 2020 2020 Finished goods $ 17,347 $ 16,239 Work in progress 1,161 1,639 Raw materials 2,420 2,314 $ 20,928 $ 20,192 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): Estimated June 30, September 30, Useful Life 2020 2020 Land — $ 2,168 $ 2,168 Building and improvements 10 — 40 years 4,899 4,899 Transportation and plant equipment (including finance lease assets - see Note 9) 3 — 20 years 50,497 51,522 Furniture, fixtures and office equipment 3 — 10 years 14,583 14,910 72,147 73,499 Less accumulated depreciation and amortization (47,751) (49,435) $ 24,396 $ 24,064 Depreciation expense on property, plant and equipment totaled $1,586,000 and $1,637,000 for FY 2020 and FY 2021, respectively. |
Lease Fleet | Lease Fleet The Company has a fleet of storage, portable building, office and portable liquid storage tank containers, mobile offices, modular buildings and steps that it primarily leases to customers under operating lease agreements with varying terms. Units in the lease fleet are also available for sale. The cost of sales of a unit in the lease fleet is recognized at the carrying amount at the date of sale. At June 30, 2020 and September 30, 2020, the gross costs of the lease fleet were $613,358,000 and $618,643,000, respectively. Depreciation expense on lease fleet totaled $6,959,000 and $6,755,000 for FY 2020 and FY 2021, respectively. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The purchase consideration of acquired businesses have been allocated to the assets and liabilities acquired based on the estimated fair values on the respective acquisition dates (see Note 4). Based on these values, the excess purchase consideration over the fair value of the net assets acquired was allocated to goodwill. The Company accounts for goodwill in accordance with FASB ASC Topic 350, Intangibles — Goodwill and Other. The North American oil and gas market has been, and the Company expects it to continue to be, highly cyclical, generally fluctuating in correlation with the price of West Texas Intermediate Crude (“WTI”). The decrease in demand caused by, among other things, the COVID-19 pandemic resulted in a substantial decline in WTI prices and drilling activity which is likely to continue longer than previously anticipated. Specifically impacting the Company is a reduction in drilling activity of oil wells located in the Permian and Eagle Ford shales basins in Texas, the two primary basins in which it operates. At June 30, 2020, the Company’s annual impairment test for Lone Star, which does its business in the Permian and Eagle Ford shales basins, determined that the implied value of goodwill at Lone Star, based on a discounted cash flow basis, was less than its carrying value and, as a result, a impairment charge was recorded. The Company’s annual impairment assessment at June 30, 2020 for its other operating units concluded that the fair value of the goodwill for each of them was greater than their respective carrying amounts. At September 30, 2020, the Company determined that qualitative factors in its North American leasing operations pertaining to conditions in the oil and gas market did not change significantly since June 30, 2020 and, as a result, a quantitative impairment analysis for Lone Star was not required. Determining the fair value of a reporting unit requires judgment and involves the use of significant estimates and assumptions. The Company based its fair value estimates on assumptions that it believes are reasonable but are uncertain and subject to changes in market conditions. Other intangible assets include those with indefinite lives (trademark and trade name) and finite lives (primarily customer base and lists, non-compete agreements and deferred financing costs), as follows (in thousands): June 30, 2020 September 30, 2020 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trademark and trade name $ 5,486 $ (453) $ 5,033 $ 5,486 $ (453) $ 5,033 Customer base and lists 31,691 (19,612) 12,079 31,712 (20,286) 11,426 Non-compete agreements 8,651 (8,226) 425 8,669 (8,286) 383 Deferred financing costs 3,643 (2,769) 874 3,643 (2,893) 750 Other 2,828 (2,468) 360 2,948 (2,620) 328 $ 52,299 $ (33,528) $ 18,771 $ 52,458 $ (34,538) $ 17,920 Amortization expense related to amortizable intangible assets, other than deferred financing costs, totaled $967,000 and $773,000 for FY 2020 and FY 2021, respectively. Amortization expense, which is included in interest expense, related to deferred financing costs recorded as amortizable intangible assets totaled $116,000 and $124,000 for FY 2020 and FY 2021, respectively. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company leases and sells new and used storage, office, building and portable liquid storage tank containers, modular buildings and mobile offices to its customers, as well as provides other ancillary products and services. The Company recognizes revenue in accordance with two accounting standards. The rental revenue portions of the Company’s revenues that arise from lease arrangements are accounted for in accordance with Topic 842, Leases . Revenues determined to be non-lease related, including sales of lease inventories and fleet, sales of manufactured units and rental-related services, are accounted for in accordance with ASU No. 2014-09, Revenue from Contracts with Customers Our portable storage and modular space rental customers are generally billed in advance for services, which generally includes fleet pickup. Liquid containment rental customers are typically billed in arrears monthly and sales transactions are generally billed upon transfer of the sold items. Payments from customers are generally due upon receipt or 30-day payment terms. Specific customers have extended terms for payment, but no terms are greater than one year from the invoice date. Leasing Revenue Typical rental contracts include the direct rental of fleet, which is accounted for under Topic 842. Rental-related services include fleet delivery and fleet pickup, as well as other ancillary services, which are primarily accounted for under Topic 606. The total amounts of rental-related services related to Topic 606 recognized during FY 2020 and FY 2021 were $13,510,000 and $10,922,000 , respectively. A small portion of the rental-related services, include subleasing, special events leases and other miscellaneous streams, are accounted for under Topic 842. For contracts that have multiple performance obligations, revenue is allocated to each performance obligation in the contract based on the Company’s best estimate of the standalone selling prices of each distinct performance obligation. The standalone selling price is determined using methods and assumptions developed consistently across similar customers and markets generally applying an expected cost plus an estimated margin to each performance obligation. The Company did not elect the practical expedient for lessor accounting. Rental contracts are based on a monthly rate for our portable storage and modular space fleet and a daily rate for our liquid containment fleet. Rental revenue is recognized ratably over the rental period. The rental continues until the end of the initial term of the lease or when cancelled by the customer or the Company. If equipment is returned prior to the end of the contractual lease period, customers are typically billed a cancellation fee, which is recorded as rental revenue upon the return of the equipment. Customers may utilize our equipment transportation services and other on-site services in conjunction with the rental of equipment, but are not required to do so. Given the short duration of these services, equipment transportation services and other on-site services revenue of a rented unit is recognized in leasing revenue upon completion of the service. Non-Lease Revenue Non-lease revenues consist primarily of the sale of new and used units, and to a lesser extent, sales of manufactured units are all accounted for under Topic 606. Sales contracts generally have a single performance obligation that is satisfied at the time of delivery, which is the point in time control over the unit transfers and the Company is entitled to consideration due under the contract with its customer. Contract Costs and Liabilities The Company incurs commission costs to obtain rental contracts and for sales of new and used units. We expect the period benefitted by each commission to be less than one year. Therefore, we have applied the practical expedient for incremental costs of obtaining a contract and expense commissions as incurred. When customers are billed in advance for rentals, end of lease services, and deposit payments, we defer revenue and reflect unearned rental revenue at the end of the period. As of June 30, 2020 and September 30, 2020, we had approximately $24,642,000 and $27,115,000, respectively, of unearned rental revenue included in unearned revenue and advance payments in the accompanying consolidated balance sheets. Revenues of $10,821,000 and $12,145,000, which were included in the unearned rental revenue balance at June 30, 2019 and 2020, were recognized during FY 2020 and FY 2021, respectively. The Company’s uncompleted contracts with customers have unsatisfied (or partially satisfied) performance obligations. For the future service 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 generally variable based on the costs ultimately incurred to provide those services and therefore we are applying the optional exemption to omit disclosure of such amounts. Sales taxes charged to customers are excluded from revenues and expenses. Sales of new modular buildings not manufactured by the Company are typically covered by warranties provided by the manufacturer of the products sold. Certain sales of manufactured units are covered by assurance-type warranties and as of June 30, 2020 and September 30, 2020, the Company had $136,394 and $111,199, respectively, of warranty reserve included in trade payables and accrued liabilities in the accompanying consolidated balance sheets. Disaggregated Rental Revenue In the following tables, total revenue is disaggregated by revenue type for the periods indicated. The tables also include a reconciliation of the disaggregated rental revenue to the Company’s reportable segments (in thousands). Quarter Ended September 30, 2020 North America Corporate and Asia – Leasing Intercompany Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Non-lease: Sales lease inventories and fleet $ 16,834 $ 20 $ 16,854 $ — $ — $ 16,854 $ 12,811 $ 29,665 Sales manufactured units — — — 1,625 (1,268) 357 — 357 Total non-lease revenues 16,834 20 16,854 1,625 (1,268) 17,211 12,811 30,022 Leasing: Rental revenue 24,148 1,106 25,254 — (83) 25,171 12,058 37,229 Rental-related services 10,271 1,215 11,486 — — 11,486 3,623 15,109 Total leasing revenues 34,419 2,321 36,740 — (83) 36,657 15,681 52,338 Total revenues $ 51,253 $ 2,341 $ 53,594 $ 1,625 $ (1,351) $ 53,868 $ 28,492 $ 82,360 Quarter Ended September 30, 2019 North America Corporate and Asia – Leasing Intercompany Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Non-lease: Sales lease inventories and fleet $ 16,918 $ — $ 16,918 $ — $ — $ 16,918 $ 11,873 $ 28,791 Sales manufactured units — — — 3,506 (1,333) 2,173 — 2,173 Total non-lease revenues 16,918 — 16,918 3,506 (1,333) 19,091 11,873 30,964 Leasing: Rental revenue 25,254 4,481 29,735 — (318) 29,417 11,943 41,360 Rental-related services 10,348 3,902 14,250 — — 14,250 3,323 17,573 Total leasing revenues 35,602 8,383 43,985 — (318) 43,667 15,266 58,933 Total revenues $ 52,520 $ 8,383 $ 60,903 $ 3,506 $ (1,651) $ 62,758 $ 27,139 $ 89,897 |
Net Income per Common Share | Net Income per Common Share Basic net income per common share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the periods. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, vested or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The potential dilutive securities (common stock equivalents) the Company had outstanding related to stock options, non-vested equity shares, restricted stock units and convertible debt. The following is a reconciliation of weighted average shares outstanding used in calculating earnings per common share: Quarter Ended September 30, 2019 2020 Basic 30,205,248 29,693,856 Dilutive effect of common stock equivalents 1,135,184 823,871 Diluted 31,340,432 30,517,727 Potential common stock equivalents totaling 905,159 for FY 2020 and 1,086,238 for FY 2021 have been excluded from the computation of diluted earnings per share because the effect is anti-dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of inventories | Inventories are comprised of the following (in thousands): June 30, September 30, 2020 2020 Finished goods $ 17,347 $ 16,239 Work in progress 1,161 1,639 Raw materials 2,420 2,314 $ 20,928 $ 20,192 |
Schedule of property, plant and equipment | Property, plant and equipment consist of the following (in thousands): Estimated June 30, September 30, Useful Life 2020 2020 Land — $ 2,168 $ 2,168 Building and improvements 10 — 40 years 4,899 4,899 Transportation and plant equipment (including finance lease assets - see Note 9) 3 — 20 years 50,497 51,522 Furniture, fixtures and office equipment 3 — 10 years 14,583 14,910 72,147 73,499 Less accumulated depreciation and amortization (47,751) (49,435) $ 24,396 $ 24,064 |
Schedule of other intangible assets | Other intangible assets include those with indefinite lives (trademark and trade name) and finite lives (primarily customer base and lists, non-compete agreements and deferred financing costs), as follows (in thousands): June 30, 2020 September 30, 2020 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trademark and trade name $ 5,486 $ (453) $ 5,033 $ 5,486 $ (453) $ 5,033 Customer base and lists 31,691 (19,612) 12,079 31,712 (20,286) 11,426 Non-compete agreements 8,651 (8,226) 425 8,669 (8,286) 383 Deferred financing costs 3,643 (2,769) 874 3,643 (2,893) 750 Other 2,828 (2,468) 360 2,948 (2,620) 328 $ 52,299 $ (33,528) $ 18,771 $ 52,458 $ (34,538) $ 17,920 |
Schedule of revenues by type | In the following tables, total revenue is disaggregated by revenue type for the periods indicated. The tables also include a reconciliation of the disaggregated rental revenue to the Company’s reportable segments (in thousands). Quarter Ended September 30, 2020 North America Corporate and Asia – Leasing Intercompany Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Non-lease: Sales lease inventories and fleet $ 16,834 $ 20 $ 16,854 $ — $ — $ 16,854 $ 12,811 $ 29,665 Sales manufactured units — — — 1,625 (1,268) 357 — 357 Total non-lease revenues 16,834 20 16,854 1,625 (1,268) 17,211 12,811 30,022 Leasing: Rental revenue 24,148 1,106 25,254 — (83) 25,171 12,058 37,229 Rental-related services 10,271 1,215 11,486 — — 11,486 3,623 15,109 Total leasing revenues 34,419 2,321 36,740 — (83) 36,657 15,681 52,338 Total revenues $ 51,253 $ 2,341 $ 53,594 $ 1,625 $ (1,351) $ 53,868 $ 28,492 $ 82,360 Quarter Ended September 30, 2019 North America Corporate and Asia – Leasing Intercompany Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Non-lease: Sales lease inventories and fleet $ 16,918 $ — $ 16,918 $ — $ — $ 16,918 $ 11,873 $ 28,791 Sales manufactured units — — — 3,506 (1,333) 2,173 — 2,173 Total non-lease revenues 16,918 — 16,918 3,506 (1,333) 19,091 11,873 30,964 Leasing: Rental revenue 25,254 4,481 29,735 — (318) 29,417 11,943 41,360 Rental-related services 10,348 3,902 14,250 — — 14,250 3,323 17,573 Total leasing revenues 35,602 8,383 43,985 — (318) 43,667 15,266 58,933 Total revenues $ 52,520 $ 8,383 $ 60,903 $ 3,506 $ (1,651) $ 62,758 $ 27,139 $ 89,897 |
Schedule of reconciliation of weighted average shares outstanding | Quarter Ended September 30, 2019 2020 Basic 30,205,248 29,693,856 Dilutive effect of common stock equivalents 1,135,184 823,871 Diluted 31,340,432 30,517,727 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Financial Instruments | |
Schedule of derivative instruments at fair value | Derivative – Fair Value (Level 2) Type of Derivative Contract Balance Sheet Classification June 30, 2020 September 30, 2020 Swap Contracts Trade payables and accrued liabilities $ 3,456 $ 3,580 Forward-Exchange Contracts Trade and other receivables — 4 Trade payables and accrued liabilities 258 7 Bifurcated Derivatives Fair value of bifurcated derivatives in Convertible Note 18,325 19,008 Type of Derivative Statement of Operations Quarter Ended Quarter Ended Contract Classification September 30, 2019 September 30, 2020 Swap Contracts Unrealized gain (loss) included in “Interest expense” $ — $ — Foreign Exchange Contracts Unrealized foreign currency exchange gain included in “Foreign exchange and other” 331 267 Bifurcated Derivatives Change in valuation of bifurcated derivatives in Convertible Note 992 (683) |
Interest Rate Swap Contract | |
Financial Instruments | |
Schedule of derivative instrument | June 30, September 30, 2020 2020 Notional amounts $ 68,777 $ 71,413 Fixed/Strike Rates 7.17 % 7.17 % Floating Rates 5.35 % 5.34 % Fair Value of Combined Contracts $ (3,456) $ (3,580) |
Foreign-Exchange Contracts | |
Financial Instruments | |
Schedule of derivative instrument | June 30, September 30, 2020 2020 Notional amounts $ 3,087 $ 12,353 Exchange/Strike Rates (AUD to USD) 0.56516 – 0.68863 0.61689 - 0.72944 Fair Value of Combined Contracts $ (258) $ (3) |
Equity Plans (Tables)
Equity Plans (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Equity Plans | |
Summary of valuation assumptions used to calculate fair value of stock options | Since inception, the range of the fair value of the stock options granted (other than to non-employee consultants) and the assumptions used are as follows: Fair value of stock options $0.81 - $6.35 Assumptions used: Risk-free interest rate 1.19% - 4.8 % Expected life (in years) 7.5 Expected volatility 26.5% - 84.6 % Expected dividends — |
Schedule of stock option activity and related information | At September 30, 2020, there were no significant outstanding stock options held by non-employee consultants that were not fully vested. A summary of the Company’s stock option activity and related information for FY 2021 follows: Weighted- Average Number of Weighted- Remaining Options Average Contractual (Shares) Exercise Price Term (Years) Outstanding at June 30, 2020 1,599,541 $ 4.54 Granted — — Exercised (132,100) 1.08 Forfeited or expired — — Outstanding at September 30, 2020 1,467,441 $ 4.85 4.3 Vested and expected to vest at September 30, 2020 1,467,441 $ 4.85 4.3 Exercisable at September 30, 2020 1,387,945 $ 4.39 4.1 |
Schedule of restricted stock and RSU activity | A summary of the Company’s restricted stock and RSU activity follows: Restricted Stock RSU Weighted-Average Weighted-Average Grant Date Fair Grant Date Fair Shares Value Shares Value Nonvested at June 30, 2020 408,099 $ 8.00 108,928 $ 8.18 Granted — — — — Vested — — (74,359) 7.45 Forfeited — — — — Nonvested at September 30, 2020 408,099 $ 8.00 34,569 $ 9.74 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Schedule of future payments of operating lease liabilities | Future payments of operating lease liabilities at June 30, 2020 and September 30, 2020 are as follows (in thousands): Year Ending June 30, 2021 $ 11,628 2022 10,336 2022 9,121 2024 7,858 2025 6,750 Thereafter 57,190 Total commitments 102,883 Less – effect of discounting (35,741) $ 67,142 Year Ending September 30, 2021 $ 12,427 2022 11,441 2022 9,980 2024 8,720 2025 7,639 Thereafter 69,600 Total commitments 119,807 Less – effect of discounting (41,894) $ 77,913 |
Schedule of operating lease activity | Operating lease activity during the periods was as follows (in thousands): Quarter Ended September 30, 2019 2020 Expense: Short-term lease expense $ 925 $ 822 Fixed lease expense 3,223 3,524 Variable lease expense 263 391 Sublease income (1,163) (1,080) $ 3,248 $ 3,657 Cash paid and new or modified operating lease information: Operating cash flows from operating leases $ 2,932 $ 3,230 Net operating lease assets obtained in exchange for new or modified operating lease liabilities 1,381 10,826 |
Cash Flows from Operating Act_2
Cash Flows from Operating Activities and Other Financial Information (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Cash Flows from Operating Activities and Other Financial Information | |
Schedule of cash flows from operating activities | The following table provides a detail of cash flows from operating activities (in thousands): Quarter Ended September 30, 2019 2020 Cash flows from operating activities Net income $ 5,951 $ 4,083 Adjustments to reconcile net income loss to cash flows from operating activities: Gain on sales and disposals of property, plant and equipment (103) (40) Gain on sales of lease fleet (2,717) (2,899) Unrealized foreign exchange loss 886 3 Unrealized gain on forward exchange contracts (331) (267) Change in valuation of bifurcated derivatives in Convertible Note (992) 683 Depreciation and amortization 9,512 9,165 Amortization of deferred financing costs 464 477 Share-based compensation expense 683 524 Deferred income taxes 1,416 816 Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): Trade and other receivables, net 1,954 2,513 Inventories (4,532) 1,134 Prepaid expenses and other (2,615) (5,045) Trade payables, accrued liabilities and unearned revenues 4,169 (604) Income taxes (154) 189 Net cash provided by operating activities $ 13,591 $ 10,732 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Segment Reporting | |
Schedule of segment reporting information | The tables below represent the Company’s revenues from external customers, share-based compensation expense, impairment of goodwill, depreciation and amortization, operating income, interest income and expense, expenditures for additions to long-lived assets (consisting of lease fleet and property, plant and equipment), long-lived assets, operating lease assets and goodwill; as attributed to its geographic and operating segments (in thousands): Quarter Ended September 30, 2020 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 16,834 $ 20 $ 16,854 $ 1,625 $ (1,268) $ 17,211 $ 12,811 $ 30,022 Leasing 34,419 2,321 36,740 — (83) 36,657 15,681 52,338 $ 51,253 $ 2,341 $ 53,594 $ 1,625 $ (1,351) $ 53,868 $ 28,492 $ 82,360 Share-based compensation $ 119 $ 15 $ 134 $ 12 $ 330 $ 476 $ 48 $ 524 Depreciation and amortization $ 4,038 $ 2,178 $ 6,216 $ 99 $ (179) $ 6,136 $ 3,029 $ 9,165 Operating income $ 10,354 $ (1,909) $ 8,445 $ (217) $ (1,198) $ 7,030 $ 4,275 $ 11,305 Interest income $ — $ — $ — $ — $ — $ — $ 151 $ 151 Interest expense $ 1,461 $ 21 $ 1,482 $ 12 $ 1,716 $ 3,210 $ 2,487 $ 5,697 Additions to long-lived assets $ 8,783 $ 36 $ 8,819 $ 2 $ (218) $ 8,603 $ 2,742 $ 11,345 At September 30, 2020 Long-lived assets $ 321,987 $ 38,447 $ 360,434 $ 1,264 $ (9,185) $ 352,513 $ 130,658 $ 483,171 Operating lease assets $ 25,245 $ 2,377 $ 27,622 $ 214 $ 243 $ 28,079 $ 48,644 $ 76,723 Goodwill $ 65,149 $ 6,622 $ 71,771 $ — $ — $ 71,771 $ 26,463 $ 98,234 At June 30, 2020 Long-lived assets $ 320,956 $ 40,234 $ 361,190 $ 1,361 $ (9,145) $ 353,406 $ 129,717 $ 483,123 Operating lease assets $ 25,602 $ 2,441 $ 28,043 $ 244 $ 267 $ 28,554 $ 37,671 $ 66,225 Goodwill $ 65,123 $ 6,622 $ 71,745 $ — $ — $ 71,745 $ 25,479 $ 97,224 Quarter Ended September 30, 2019 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 16,918 $ — $ 16,918 $ 3,506 $ (1,333) $ 19,091 $ 11,873 $ 30,964 Leasing 35,602 8,383 43,985 — (318) 43,667 15,266 58,933 $ 52,520 $ 8,383 $ 60,903 $ 3,506 $ (1,651) $ 62,758 $ 27,139 $ 89,897 Share-based compensation $ 105 $ 12 $ 117 $ 9 $ 374 $ 500 $ 183 $ 683 Depreciation and amortization $ 4,020 $ 1,617 $ 5,637 $ 101 $ (179) $ 5,559 $ 3,953 $ 9,512 Operating income $ 11,778 $ 1,891 $ 13,669 $ 176 $ (1,618) $ 12,227 $ 2,703 $ 14,930 Interest income $ — $ — $ — $ — $ 1 $ 1 $ 185 $ 186 Interest expense $ 2,629 $ 127 $ 2,756 $ 36 $ 1,717 $ 4,509 $ 2,815 $ 7,324 Additions to long-lived assets $ 15,163 $ 389 $ 15,552 $ 8 $ (168) $ 15,392 $ 3,094 $ 18,486 |
Organization and Business Ope_2
Organization and Business Operations (Details) | 3 Months Ended |
Sep. 30, 2020item | |
Organization and Business Operations | |
Number of distinct business units | 3 |
Number of geographic areas | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Summary of Significant Accounting Policies | ||
Finished goods | $ 16,239 | $ 17,347 |
Work in progress | 1,639 | 1,161 |
Raw materials | 2,314 | 2,420 |
Total | $ 20,192 | $ 20,928 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant and Equipment and Lease Fleet (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 73,499,000 | $ 72,147,000 |
Less accumulated depreciation and amortization | (49,435,000) | (47,751,000) |
Property, plant and equipment, net | 24,064,000 | 24,396,000 |
Depreciation expense, PP&E | 1,637,000 | 1,586,000 |
Land | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 2,168,000 | 2,168,000 |
Building and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 4,899,000 | 4,899,000 |
Building and improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Life | 10 years | |
Building and improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Life | 40 years | |
Transportation and plant equipment (including finance lease assets) | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 51,522,000 | 50,497,000 |
Transportation and plant equipment (including finance lease assets) | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Life | 3 years | |
Transportation and plant equipment (including finance lease assets) | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Life | 20 years | |
Furniture, fixtures and office equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 14,910,000 | 14,583,000 |
Furniture, fixtures and office equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Life | 3 years | |
Furniture, fixtures and office equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Life | 10 years | |
Lease Fleet | ||
Lease Fleet | ||
Gross costs of leased fleet | $ 618,643,000 | 613,358,000 |
Depreciation expense, leased fleet | $ 6,755,000 | $ 6,959,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Goodwill and Other Intangible Assets | ||
Impairment of goodwill | $ 14,160,000 | |
Other intangible assets | ||
Gross Carrying Amount | $ 52,458,000 | 52,299,000 |
Accumulated Amortization | (34,538,000) | (33,528,000) |
Net Carrying Amount | 17,920,000 | 18,771,000 |
Amortization expense of intangible assets | 773,000 | 967,000 |
Amortization of deferred financing costs | 124,000 | 116,000 |
Trademark and trade name | ||
Other intangible assets | ||
Gross Carrying Amount | 5,486,000 | 5,486,000 |
Accumulated Amortization | (453,000) | (453,000) |
Net Carrying Amount | 5,033,000 | 5,033,000 |
Customer base and lists | ||
Other intangible assets | ||
Gross Carrying Amount | 31,712,000 | 31,691,000 |
Accumulated Amortization | (20,286,000) | (19,612,000) |
Net Carrying Amount | 11,426,000 | 12,079,000 |
Non-compete agreements | ||
Other intangible assets | ||
Gross Carrying Amount | 8,669,000 | 8,651,000 |
Accumulated Amortization | (8,286,000) | (8,226,000) |
Net Carrying Amount | 383,000 | 425,000 |
Deferred financing costs | ||
Other intangible assets | ||
Gross Carrying Amount | 3,643,000 | 3,643,000 |
Accumulated Amortization | (2,893,000) | (2,769,000) |
Net Carrying Amount | 750,000 | 874,000 |
Other | ||
Other intangible assets | ||
Gross Carrying Amount | 2,948,000 | 2,828,000 |
Accumulated Amortization | (2,620,000) | (2,468,000) |
Net Carrying Amount | $ 328,000 | $ 360,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue from Contracts with Customers (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contracts with Customers | ||||
Topic 606 revenue | $ 30,022,000 | $ 30,964,000 | ||
Unearned rental revenue included in trade payables and accrued liabilities | 27,115,000 | $ 24,642,000 | ||
Unearned rental revenue recognized | 12,145,000 | $ 10,821,000 | ||
Warranty reserve included in trade payables and accrued liabilities | 111,199 | $ 136,394 | ||
Rental-related services | ||||
Revenue from Contracts with Customers | ||||
Topic 606 revenue | $ 10,922,000 | $ 13,510,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Disaggregated Rental Revenue (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||
Total non-lease revenues | $ 30,022,000 | $ 30,964,000 |
Total leasing revenues | 52,338,000 | 58,933,000 |
Total revenues | 82,360,000 | 89,897,000 |
Lease inventories and fleet | ||
Revenues | ||
Total non-lease revenues | 29,665,000 | 28,791,000 |
Manufactured units | ||
Revenues | ||
Total non-lease revenues | 357,000 | 2,173,000 |
Rental Revenue | ||
Revenues | ||
Total leasing revenues | 37,229,000 | 41,360,000 |
Rental-related services | ||
Revenues | ||
Total non-lease revenues | 10,922,000 | 13,510,000 |
Total leasing revenues | 15,109,000 | 17,573,000 |
North America | ||
Revenues | ||
Total non-lease revenues | 17,211,000 | 19,091,000 |
Total leasing revenues | 36,657,000 | 43,667,000 |
Total revenues | 53,868,000 | 62,758,000 |
North America | Corporate and Intercompany Adjustments | ||
Revenues | ||
Total non-lease revenues | (1,268,000) | (1,333,000) |
Total leasing revenues | (83,000) | (318,000) |
Total revenues | (1,351,000) | (1,651,000) |
North America | Lease inventories and fleet | ||
Revenues | ||
Total non-lease revenues | 16,854,000 | 16,918,000 |
North America | Manufactured units | ||
Revenues | ||
Total non-lease revenues | 357,000 | 2,173,000 |
North America | Manufactured units | Corporate and Intercompany Adjustments | ||
Revenues | ||
Total non-lease revenues | (1,268,000) | (1,333,000) |
North America | Rental Revenue | ||
Revenues | ||
Total leasing revenues | 25,171,000 | 29,417,000 |
North America | Rental Revenue | Corporate and Intercompany Adjustments | ||
Revenues | ||
Total leasing revenues | (83,000) | (318,000) |
North America | Rental-related services | ||
Revenues | ||
Total leasing revenues | 11,486,000 | 14,250,000 |
North America | Pac-Van Leasing | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 16,834,000 | 16,918,000 |
Total leasing revenues | 34,419,000 | 35,602,000 |
Total revenues | 51,253,000 | 52,520,000 |
North America | Pac-Van Leasing | Lease inventories and fleet | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 16,834,000 | 16,918,000 |
North America | Pac-Van Leasing | Rental Revenue | Operating Segments | ||
Revenues | ||
Total leasing revenues | 24,148,000 | 25,254,000 |
North America | Pac-Van Leasing | Rental-related services | Operating Segments | ||
Revenues | ||
Total leasing revenues | 10,271,000 | 10,348,000 |
North America | Lone Star Leasing | Corporate and Intercompany Adjustments | ||
Revenues | ||
Total non-lease revenues | 50,000 | 285,000 |
North America | Lone Star Leasing | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 20,000 | |
Total leasing revenues | 2,321,000 | 8,383,000 |
Total revenues | 2,341,000 | 8,383,000 |
North America | Lone Star Leasing | Lease inventories and fleet | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 20,000 | |
North America | Lone Star Leasing | Rental Revenue | Operating Segments | ||
Revenues | ||
Total leasing revenues | 1,106,000 | 4,481,000 |
North America | Lone Star Leasing | Rental-related services | Operating Segments | ||
Revenues | ||
Total leasing revenues | 1,215,000 | 3,902,000 |
North America | Pac Van and Lone Star Leasing | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 16,854,000 | 16,918,000 |
Total leasing revenues | 36,740,000 | 43,985,000 |
Total revenues | 53,594,000 | 60,903,000 |
North America | Pac Van and Lone Star Leasing | Lease inventories and fleet | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 16,854,000 | 16,918,000 |
North America | Pac Van and Lone Star Leasing | Rental Revenue | Operating Segments | ||
Revenues | ||
Total leasing revenues | 25,254,000 | 29,735,000 |
North America | Pac Van and Lone Star Leasing | Rental-related services | Operating Segments | ||
Revenues | ||
Total leasing revenues | 11,486,000 | 14,250,000 |
North America | Manufacturing | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 1,625,000 | 3,506,000 |
Total revenues | 1,625,000 | 3,506,000 |
North America | Manufacturing | Manufactured units | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 1,625,000 | 3,506,000 |
Asia-Pacific | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 11,873,000 | |
Total leasing revenues | 15,266,000 | |
Total revenues | 27,139,000 | |
Asia-Pacific | Lease inventories and fleet | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 11,873,000 | |
Asia-Pacific | Rental Revenue | Operating Segments | ||
Revenues | ||
Total leasing revenues | 11,943,000 | |
Asia-Pacific | Rental-related services | Operating Segments | ||
Revenues | ||
Total leasing revenues | 3,323,000 | |
Asia-Pacific | Royal Wolf Leasing | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 12,811,000 | 11,873,000 |
Total leasing revenues | 15,681,000 | 15,266,000 |
Total revenues | 28,492,000 | $ 27,139,000 |
Asia-Pacific | Royal Wolf Leasing | Lease inventories and fleet | Operating Segments | ||
Revenues | ||
Total non-lease revenues | 12,811,000 | |
Asia-Pacific | Royal Wolf Leasing | Rental Revenue | Operating Segments | ||
Revenues | ||
Total leasing revenues | 12,058,000 | |
Asia-Pacific | Royal Wolf Leasing | Rental-related services | Operating Segments | ||
Revenues | ||
Total leasing revenues | $ 3,623,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Net Income per Common Share (Details) - shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Summary of Significant Accounting Policies | ||
Basic | 29,693,856 | 30,205,248 |
Dilutive effect of common stock equivalents | 823,871 | 1,135,184 |
Diluted | 30,517,727 | 31,340,432 |
Potential common stock equivalents excluded from computation of diluted earnings per share | 1,086,238 | 905,159 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Equity Transactions | ||
Cumulative preferred stock, par value | $ 0.0001 | $ 0.0001 |
Cumulative preferred stock, shares outstanding | 400,100 | 400,100 |
Cumulative preferred stock, aggregate liquidation preference | $ 40,722,000 | $ 40,722,000 |
Series B Preferred Stock | ||
Equity Transactions | ||
Cumulative preferred stock, dividend percentage | 8.00% | |
Cumulative preferred stock, par value | $ 0.0001 | |
Cumulative preferred stock, liquidation preference per share | $ 1,000 | |
Cumulative preferred stock, shares outstanding | 100 | 100 |
Cumulative preferred stock, aggregate liquidation preference | $ 102,000 | $ 102,000 |
Cumulative preferred stock, voting rights | no voting rights | |
Dividends | ||
Cumulative preferred stock, dividends | $ 111,000 | |
Series C Preferred Stock | ||
Equity Transactions | ||
Cumulative preferred stock, dividend percentage | 9.00% | 9.00% |
Cumulative preferred stock, liquidation preference per share | $ 100 | $ 100 |
Cumulative preferred stock, shares outstanding | 400,000 | 400,000 |
Cumulative preferred stock, aggregate liquidation preference | $ 40,620,000 | $ 40,620,000 |
Cumulative preferred stock, redemption price per share | $ 100 | |
Cumulative preferred stock, percentage of increase in dividend rate | 2.00% | |
Cumulative preferred stock, amount of increase in dividend per share | $ 2 | |
Dividends | ||
Cumulative preferred stock, dividends | $ 26,320,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | |
Acquisitions | ||
Transaction costs | $ 323,000 | |
Incremental transaction costs | $ 0 |
Senior and Other Debt - ANZ_CBA
Senior and Other Debt - ANZ/CBA Credit Facility and North America Leasing Senior Credit Facility - Additional Information (Details) | 3 Months Ended | ||
Sep. 30, 2020AUD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Australian Dollar | |||
Senior and Other Debt | |||
Foreign currency exchange rate, translation | 0.714131 | 0.714131 | |
New Zealand Dollar | |||
Senior and Other Debt | |||
Foreign currency exchange rate, translation | 0.660034 | 0.660034 | |
Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Payment of intercompany dividends from Pac-Van and Lone Star | $ 5,000,000 | ||
Pac-Van | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Borrowings under credit facility | $ 163,779,000 | ||
Availability under ANZ credit facility | $ 96,357,000 | ||
Maximum | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Unused commitment fee percentage | 0.375% | 0.375% | |
Minimum | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Fixed charge coverage ratio | 1.25 | 1.25 | |
Unused commitment fee percentage | 0.25% | 0.25% | |
Series C Preferred Stock | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Payment of intercompany dividends from Pac-Van and Lone Star | $ 5,000,000 | ||
North America | Senior Secured Revolving Credit Facility | |||
Senior and Other Debt | |||
Line of credit facility maximum borrowing capacity | $ 285,000,000 | ||
North America | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Line of Credit Facility Additional Increase in Maximum Borrowing Capacity | 25,000,000 | ||
Unsecured senior notes | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Payment of intercompany dividends from Pac-Van and Lone Star | $ 6,300,000 | ||
Base Rate | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Interest rate | 0.50% | 0.50% | |
Base Rate | Maximum | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Interest rate | 1.50% | 1.50% | |
Base Rate | Minimum | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Interest rate | 1.00% | 1.00% | |
LIBOR | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Interest rate | 0.50% | 0.50% | |
LIBOR | Maximum | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Interest rate | 3.00% | 3.00% | |
LIBOR | Minimum | Wells Fargo Credit Facility | |||
Senior and Other Debt | |||
Interest rate | 2.50% | 2.50% | |
ANZ/CBA Credit Facility | |||
Senior and Other Debt | |||
Line of credit facility maximum borrowing capacity | $ 150,000,000 | ||
Deutsche Bank Credit Facility | |||
Senior and Other Debt | |||
Borrowings under credit facility | 174,626,000 | 124,705,000 | |
Debt instrument, financing fees | 2,871,400 | $ 2,050,600 | |
Debt instrument, fee | 1,051,600 | $ 751,000 | |
Cash available at bank | 44,225,000 | 31,582,000 | |
Deferred financing cost | $ 97,000 | 70,000 | |
Deutsche Bank Credit Facility | Maximum | |||
Senior and Other Debt | |||
Debt instrument, prepayment penalties percentage | 1.00% | 1.00% | |
Interest rate | 5.50% | 5.50% | |
Deutsche Bank Credit Facility | Minimum | |||
Senior and Other Debt | |||
Interest rate | 4.25% | 4.25% | |
Deutsche Bank Credit Facility A | |||
Senior and Other Debt | |||
Borrowings under credit facility | $ 43,000,000 | 30,707,600 | |
Deutsche Bank Credit Facility B | |||
Senior and Other Debt | |||
Borrowings under credit facility | 116,500,000 | 83,196,300 | |
Deutsche Bank Credit Facility C | |||
Senior and Other Debt | |||
Borrowings under credit facility | 20,000,000 | 14,282,600 | |
Deutsche Bank Credit Facility D | |||
Senior and Other Debt | |||
Borrowings under credit facility | $ 37,500,000 | $ 26,779,900 |
Senior and Other Debt - Bison C
Senior and Other Debt - Bison Capital Notes and Credit Suisse Term Loan - Additional Information (Details) | Sep. 10, 2018USD ($)shares | Apr. 24, 2017USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)contract$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020AUD ($) | Mar. 25, 2019USD ($) | Mar. 25, 2019AUD ($) | Sep. 25, 2017USD ($)shares | Sep. 19, 2017USD ($) |
Senior and Other Debt | |||||||||||
Debt instrument principal amount converted into shares | shares | 3,058,824 | ||||||||||
Fair value of bifurcated derivative | $ 18,325,000 | $ 19,008,000 | $ 18,325,000 | ||||||||
Gain loss on fair value of embedded derivatives liability | (683,000) | $ 992,000 | |||||||||
Convertible Notes Teachers Insurance And Association Of America | |||||||||||
Senior and Other Debt | |||||||||||
Convertible notes transferred and new notes issued face value | $ 7,750,000 | ||||||||||
Convertible Notes General Electric Pension Trust | |||||||||||
Senior and Other Debt | |||||||||||
Convertible notes transferred and new notes issued face value | 7,750,000 | ||||||||||
Bison Capital Convertible Notes | |||||||||||
Senior and Other Debt | |||||||||||
Fair value of bifurcated derivative | 19,008,000 | ||||||||||
Convertible notes transferred and new notes issued face value | $ 10,500,000 | ||||||||||
Deutsche Bank Credit Facility | |||||||||||
Senior and Other Debt | |||||||||||
Borrowings outstanding under credit facility | $ 124,705,000 | $ 174,626,000 | |||||||||
Wells Fargo Credit Facility | |||||||||||
Senior and Other Debt | |||||||||||
Repayments of debt | $ 4,303,376 | ||||||||||
LIBOR | Wells Fargo Credit Facility | |||||||||||
Senior and Other Debt | |||||||||||
Interest rate | 0.50% | ||||||||||
Maximum | Deutsche Bank Credit Facility | |||||||||||
Senior and Other Debt | |||||||||||
Interest rate | 5.50% | ||||||||||
Maximum | LIBOR | Wells Fargo Credit Facility | |||||||||||
Senior and Other Debt | |||||||||||
Interest rate | 3.00% | ||||||||||
Minimum | Deutsche Bank Credit Facility | |||||||||||
Senior and Other Debt | |||||||||||
Interest rate | 4.25% | ||||||||||
Minimum | LIBOR | Wells Fargo Credit Facility | |||||||||||
Senior and Other Debt | |||||||||||
Interest rate | 2.50% | ||||||||||
Bison Capital Notes | |||||||||||
Senior and Other Debt | |||||||||||
Debt Instrument, convertible, stock price trigger | $ / shares | $ 8.50 | ||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 150.00% | ||||||||||
Debt instrument, convertible, threshold consecutive trading days | contract | 30 | ||||||||||
Debt instrument, convertible, converted value in excess of principal | $ 600,000 | ||||||||||
Bison Capital Notes | Minimum | |||||||||||
Senior and Other Debt | |||||||||||
Proceeds from convertible debt | $ 48,900,000 | ||||||||||
Bison Capital Notes | Royal Wolf Holdings | |||||||||||
Senior and Other Debt | |||||||||||
Business acquisition, shares to be acquired | shares | 49,188,526 | ||||||||||
Senior Secured Convertible Promissory Notes | |||||||||||
Senior and Other Debt | |||||||||||
Interest rate of senior notes | 11.90% | ||||||||||
Debt instrument principal amount converted into shares | shares | 3,058,824 | 2,147,059 | |||||||||
Fair value of bifurcated derivative | $ 44,506,000 | $ 1,864,000 | |||||||||
Amount of bifurcated derivative extinguished upon conversion | $ 20,370,000 | ||||||||||
Convertible notes transferred and new notes issued face value | $ 26,000,000 | 24,136,000 | $ 26,000,000 | ||||||||
Treasury shares bought back during the period | shares | 911,765 | ||||||||||
Treasury shares bought back share price | $ / shares | $ 6.40 | $ 6.40 | |||||||||
Payment to acquire treasury shares | $ 5,835,000 | ||||||||||
Minimum return derivative liability carrying value | 6,843,000 | $ 6,843,000 | |||||||||
Treasury shares bought back costs | $ 10,000 | ||||||||||
Senior Secured Convertible Promissory Notes | Loss Gain On Embedded Derivatives One | |||||||||||
Senior and Other Debt | |||||||||||
Gain loss on fair value of embedded derivatives liability | 436,000 | ||||||||||
Senior Secured Convertible Promissory Notes | Loss Gain On Embedded Derivatives Two | |||||||||||
Senior and Other Debt | |||||||||||
Gain loss on fair value of embedded derivatives liability | $ 1,081,000 | ||||||||||
Senior Secured Convertible Promissory Notes | Debt Instrument Minimum Rate of Return | |||||||||||
Senior and Other Debt | |||||||||||
Fair value of bifurcated derivative | $ 8,918,000 | ||||||||||
Senior Secured Convertible Promissory Notes | Maximum | |||||||||||
Senior and Other Debt | |||||||||||
Fair value of bifurcated derivative | $ 29,288,000 | ||||||||||
Senior Secured Convertible Promissory Notes | Minimum | |||||||||||
Senior and Other Debt | |||||||||||
Debt instrument, convertible, conversion ratio | 1.75 | ||||||||||
Senior Secured Promissory Notes | |||||||||||
Senior and Other Debt | |||||||||||
Interest rate of senior notes | 11.90% | ||||||||||
Convertible notes transferred and new notes issued face value | $ 54,000,000 | ||||||||||
Senior Secured Promissory Notes | Deutsche Bank Credit Facility | |||||||||||
Senior and Other Debt | |||||||||||
Convertible notes transferred and new notes issued face value | $ 63,311,000 | $ 89,804,000 |
Senior and Other Debt - Senior
Senior and Other Debt - Senior Notes and Other Debt - Additional Information (Details) | Oct. 31, 2018USD ($)$ / shares | Apr. 24, 2017USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 18, 2014USD ($) |
Pac Van and Lone Star Leasing | |||||
Senior and Other Debt | |||||
Intercompany dividends percentage on senior notes gross proceeds | 80.00% | ||||
Equipment Financing and Other | |||||
Senior and Other Debt | |||||
Other debt | $ 9,608,000 | ||||
Senior Notes 8.125% | |||||
Senior and Other Debt | |||||
Fixed charge coverage ratio | 2 | ||||
Senior Notes 8.125% | Second Supplemental Indenture | |||||
Senior and Other Debt | |||||
Notes issued denominations and multiples of denominations | $ 25 | ||||
Debt instrument, aggregate original issue discount | $ 10,780 | ||||
Percentage of Shareholders concluded a consent solicitation | 63.30% | ||||
Consent fee paid | $ 195,820 | ||||
Notes issued denominations and multiples of denominations, per share | $ / shares | $ 0.10 | ||||
Senior Notes 8.125% | On or after July 31, 2017 | |||||
Senior and Other Debt | |||||
Senior notes redemption percentage on principal amount | 100.00% | ||||
Senior Notes 8.125% | Unsecured senior notes | |||||
Senior and Other Debt | |||||
Aggregate principal amount of notes issued | 5,390,000 | $ 77,390,000 | $ 72,000,000 | ||
Notes issued denominations and multiples of denominations | $ 25 | ||||
Notes issued denominations | 24.95 | ||||
Aggregate principal amount of senior notes issued, net of unamortized debt issuance costs | 76,908,000 | $ 76,763,000 | |||
Unamortized debt issuance costs | $ 482,000 | $ 627,000 | |||
Proceeds from issuance of unsecured senior notes net off underwriting discounts and offering costs | 5,190,947 | ||||
Underwriting discount | 188,273 | ||||
Interest rate of senior notes | 8.125% | ||||
Other | Asia-Pacific | |||||
Senior and Other Debt | |||||
Weighted-average interest rate | 7.20% | 7.90% | |||
Other | North America | |||||
Senior and Other Debt | |||||
Weighted-average interest rate | 4.60% | 6.10% | |||
Wells Fargo Credit Facility | |||||
Senior and Other Debt | |||||
Repayment of indebtedness | $ 4,303,376 |
Financial Instruments - Financi
Financial Instruments - Financial Statement Classification of Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Foreign-Exchange Contracts | Unrealized foreign currency exchange gain included in "Foreign exchange and other" | |||
Financial Instruments | |||
Unrealized gain (loss) on derivatives | $ 267 | $ 331 | |
Bifurcated Derivatives | Change in valuation of bifurcated derivatives in Convertible Note | |||
Financial Instruments | |||
Unrealized gain (loss) on derivatives | (683) | $ 992 | |
Level 2 | Trade payables and accrued liabilities | |||
Financial Instruments | |||
Derivative liabilities | 7 | $ 258 | |
Level 2 | Interest Rate Swap Contract | Trade payables and accrued liabilities | |||
Financial Instruments | |||
Derivative liabilities | 3,580 | 3,456 | |
Level 2 | Foreign-Exchange Contracts | Trade and other receivables | |||
Financial Instruments | |||
Derivative assets | 4 | ||
Level 2 | Bifurcated Derivatives | Fair value of bifurcated derivatives in Convertible Note | |||
Financial Instruments | |||
Derivative liabilities | $ 19,008 | $ 18,325 |
Financial Instruments - Interes
Financial Instruments - Interest Rate Swap Contract (Details) - Interest Rate Swap Contract - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Financial Instruments | ||
Gain (loss) on ineffective portion of cash flow hedge | $ 0 | $ 0 |
Notional amounts | $ 71,413,000 | $ 68,777,000 |
Fixed/Strike Rates | 7.17% | 7.17% |
Floating Rates | 5.34% | 5.35% |
Fair Value of Combined Contracts | $ (3,580,000) | $ (3,456,000) |
Financial Instruments - Foreign
Financial Instruments - Foreign Currency Risk (Details) | 3 Months Ended | ||
Sep. 30, 2020USD ($)contract$ / $ | Sep. 30, 2019USD ($) | Jun. 30, 2020USD ($)contract$ / $ | |
Financial Instruments | |||
Unrealized foreign exchange gains (losses) | $ (3,000) | $ (886,000) | |
Foreign-Exchange Contracts | |||
Financial Instruments | |||
Number of derivative contracts held | contract | 35 | 13 | |
Notional amounts | $ 12,353,000 | $ 3,087,000 | |
Fair Value of Combined Contracts | (3,000) | $ (258,000) | |
Unrealized foreign exchange gains (losses) | (3,000) | (886,000) | |
Realized foreign exchange gains (losses) | $ 51,000 | $ 17,000 | |
Foreign-Exchange Contracts | Minimum | |||
Financial Instruments | |||
Exchange/Strike Rates (AUD to USD) | $ / $ | 0.61689 | 0.56516 | |
Foreign-Exchange Contracts | Maximum | |||
Financial Instruments | |||
Exchange/Strike Rates (AUD to USD) | $ / $ | 0.72944 | 0.68863 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value of Other Financial Instruments (Details) | Jun. 30, 2020USD ($) |
Senior credit facilities | |
Financial Instruments | |
Debt instrument, gross amount | $ 372,697,000 |
Deferred financing cost | 896,000 |
Level 3 | Senior credit facilities | |
Financial Instruments | |
Fair value of borrowings | 366,554,000 |
Level 3 | Other debt | |
Financial Instruments | |
Fair value of borrowings | $ 7,997,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | May 12, 2017USD ($) | Mar. 01, 2009USD ($)ft² | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Aug. 07, 2017 | Oct. 11, 2012 |
Affiliate of Chief Executive Officer | ||||||
Related-Party Transactions | ||||||
Rental payments | $ 7,393 | $ 28,000 | $ 28,000 | |||
Office space | ft² | 3,000 | |||||
Term of lease | 5 years | |||||
Renewal options of lease | 5 years | 5 years | 5 years | |||
Pac Van Las Vegas | ||||||
Related-Party Transactions | ||||||
Rental payments | $ 10,876 | $ 40,000 | $ 38,000 | |||
Term of lease | 2 years | |||||
Pac Van Las Vegas | Minimum | ||||||
Related-Party Transactions | ||||||
Increase in lease expense at renewal | $ 11,420 | |||||
Pac Van Las Vegas | Maximum | ||||||
Related-Party Transactions | ||||||
Increase in lease expense at renewal | $ 12,590 |
Equity Plans - Additional Infor
Equity Plans - Additional Information (Details) - USD ($) | Dec. 07, 2017 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 11, 2014 |
Equity Plans | ||||
Number of shares available for grant | 394,663 | |||
Outstanding stock options | 1,467,441 | 1,599,541 | ||
Market price of common stock | $ 6.33 | |||
Intrinsic value of the outstanding stock options | $ 2,385,000 | |||
Stock options | ||||
Equity Plans | ||||
Unrecognized compensation expense to be recorded on a straight-line basis | 73,000 | |||
Share-based compensation recognized in statements of operations | $ 9,558,000 | |||
Time-based options | ||||
Equity Plans | ||||
Outstanding stock options | 1,038,095 | |||
Performance-based options | ||||
Equity Plans | ||||
Outstanding stock options | 429,346 | |||
Restricted Stock | ||||
Equity Plans | ||||
Unrecognized compensation expense to be recorded on a straight-line basis | $ 2,564,000 | |||
Share-based compensation recognized in statements of operations | $ 6,412,000 | |||
Restricted Stock | Maximum | ||||
Equity Plans | ||||
Remaining vesting period | 2 years 11 months 8 days | |||
RSU | ||||
Equity Plans | ||||
Unrecognized compensation expense to be recorded on a straight-line basis | $ 301,000 | |||
Share-based compensation recognized in statements of operations | $ 1,510,000 | |||
RSU | Minimum | ||||
Equity Plans | ||||
Remaining vesting period | 1 year 11 months 12 days | |||
Predecessor Plans | Maximum | ||||
Equity Plans | ||||
Shares reserved for issuance | 2,500,000 | |||
2014 Plan | ||||
Equity Plans | ||||
Shares reserved for issuance | 2,500,000 | 1,500,000 | ||
Increase in number of shares reserved for issuance | 1,000,000 |
Equity Plans - Fair Value of St
Equity Plans - Fair Value of Stock Options Granted (Details) - Stock options | 3 Months Ended |
Sep. 30, 2020$ / shares | |
Assumptions used: | |
Risk-free interest rate, minimum | 1.19% |
Risk-free interest rate, maximum | 4.80% |
Expected life (in years) | 7 years 6 months |
Expected volatility, minimum | 26.50% |
Expected volatility, maximum | 84.60% |
Minimum | |
Equity Plans | |
Fair value of stock options | $ 0.81 |
Maximum | |
Equity Plans | |
Fair value of stock options | $ 6.35 |
Equity Plans - Stock Option Act
Equity Plans - Stock Option Activity and Related Information (Details) - $ / shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Number of Options (Shares) | ||
Outstanding beginning balance | 1,599,541 | |
Exercised | (132,100) | (47,500) |
Outstanding ending balance | 1,467,441 | |
Vested and expected to vest | 1,467,441 | |
Exercisable | 1,387,945 | |
Weighted-Average Exercise Price | ||
Outstanding beginning balance | $ 4.54 | |
Exercised | 1.08 | |
Outstanding ending balance | 4.85 | |
Vested and expected to vest | 4.85 | |
Exercisable | $ 4.39 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding | 4 years 3 months 18 days | |
Vested and expected to vest | 4 years 3 months 18 days | |
Exercisable | 4 years 1 month 6 days |
Equity Plans - Summary of Non-V
Equity Plans - Summary of Non-Vested Equity Share Activity (Details) - $ / shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Shares | ||
Vested | (74,359) | (55,957) |
Restricted Stock | ||
Shares | ||
Non-vested beginning balance | 408,099 | |
Non-vested ending balance | 408,099 | |
Weighted-Average Grant Date Fair Value | ||
Non-vested beginning balance | $ 8 | |
Non-vested ending balance | $ 8 | |
RSU | ||
Shares | ||
Non-vested beginning balance | 108,928 | |
Vested | (74,359) | |
Non-vested ending balance | 34,569 | |
Weighted-Average Grant Date Fair Value | ||
Non-vested beginning balance | $ 8.18 | |
Vested | 7.45 | |
Non-vested ending balance | $ 9.74 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Feb. 01, 2017 | Sep. 30, 2020 | Jun. 30, 2020 | Jul. 01, 2019 |
Commitments and Contingencies | ||||
Operating lease assets | $ 76,723,000 | $ 66,225,000 | $ 70,797,000 | |
Operating lease liabilities | $ 71,298,000 | |||
Weighted average remaining lease term | 13 years 3 months 18 days | 12 years 7 months 6 days | ||
Weighted average discount rate operating leases | 6.30% | 6.30% | ||
Assets under finance lease gross | $ 8,650,000 | $ 8,650,000 | ||
Assets under finance lease accumulated amortization | 3,301,000 | 2,871,000 | ||
Assets under finance lease net | 5,349,000 | 5,779,000 | ||
Self Insured Liabilities | ||||
Commitments and Contingencies | ||||
Reported liability | $ 1,412,000 | $ 1,278,000 | ||
Self Insured Liabilities | Maximum | ||||
Commitments and Contingencies | ||||
Insurance liabilities per policy period | $ 1,200,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future payments of operating lease liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Commitments and Contingencies | ||
2021 | $ 12,427 | $ 11,628 |
2022 | 11,441 | 10,336 |
2023 | 9,980 | 9,121 |
2024 | 8,720 | 7,858 |
2025 | 7,639 | 6,750 |
Thereafter | 69,600 | 57,190 |
Total commitments | 119,807 | 102,883 |
Less - effect of discounting | (41,894) | (35,741) |
Operating lease liabilities | $ 77,913 | $ 67,142 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Expense: | ||
Short-term lease expense | $ 822 | $ 925 |
Fixed lease expense | 3,524 | 3,223 |
Variable lease expense | 391 | 263 |
Sublease income | (1,080) | (1,163) |
Total lease expense | 3,657 | 3,248 |
Cash paid and new or modified operating lease information: | ||
Operating cash flows from operating leases | 3,230 | 2,932 |
Net operating lease assets obtained in exchange for new or modified operating lease liabilities | $ 10,826 | $ 1,381 |
Cash Flows from Operating Act_3
Cash Flows from Operating Activities and Other Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net income | $ 4,083 | $ 5,951 |
Adjustments to reconcile net income loss to cash flows from operating activities: | ||
Gain on sales and disposals of property, plant and equipment | (40) | (103) |
Gain on sales of lease fleet | (2,899) | (2,717) |
Unrealized foreign exchange loss | 3 | 886 |
Unrealized gain on forward exchange contracts | (267) | (331) |
Change in valuation of bifurcated derivatives in Convertible Notes | 683 | (992) |
Depreciation and amortization | 9,165 | 9,512 |
Amortization of deferred financing costs | 477 | 464 |
Share-based compensation expense | 524 | 683 |
Deferred income taxes | 816 | 1,416 |
Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): | ||
Trade and other receivables, net | 2,513 | 1,954 |
Inventories | 1,134 | (4,532) |
Prepaid expenses and other | (5,045) | (2,615) |
Trade payables, accrued liabilities and unearned revenues | (604) | 4,169 |
Income taxes | 189 | (154) |
Net cash provided by operating activities (Note 10) | $ 10,732 | $ 13,591 |
Segment Reporting - Summary of
Segment Reporting - Summary of Segment Reporting Information (Details) | 3 Months Ended | |||
Sep. 30, 2020USD ($)itemsegment | Sep. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jul. 01, 2019USD ($) | |
Segment Reporting | ||||
Number of geographic areas | item | 2 | |||
Number of operating segments | segment | 4 | |||
Revenues: | ||||
Sales | $ 30,022,000 | $ 30,964,000 | ||
Leasing | 52,338,000 | 58,933,000 | ||
Total revenues | 82,360,000 | 89,897,000 | ||
Share-based compensation expense | 524,000 | 683,000 | ||
Depreciation and amortization | 9,165,000 | 9,512,000 | ||
Operating income (loss) | 11,305,000 | 14,930,000 | ||
Interest income | 151,000 | 186,000 | ||
Interest expense | 5,697,000 | 7,324,000 | ||
Additions to long-lived assets | 11,345,000 | 18,486,000 | ||
Long-lived assets | 483,171,000 | $ 483,123,000 | ||
Operating lease assets | 76,723,000 | 66,225,000 | $ 70,797,000 | |
Goodwill | 98,234,000 | 97,224,000 | ||
North America | ||||
Revenues: | ||||
Sales | 17,211,000 | 19,091,000 | ||
Leasing | 36,657,000 | 43,667,000 | ||
Total revenues | 53,868,000 | 62,758,000 | ||
Share-based compensation expense | 476,000 | 500,000 | ||
Depreciation and amortization | 6,136,000 | 5,559,000 | ||
Operating income (loss) | 7,030,000 | 12,227,000 | ||
Interest income | 1,000 | |||
Interest expense | 3,210,000 | 4,509,000 | ||
Additions to long-lived assets | 8,603,000 | 15,392,000 | ||
Long-lived assets | 352,513,000 | 353,406,000 | ||
Operating lease assets | 28,079,000 | 28,554,000 | ||
Goodwill | 71,771,000 | 71,745,000 | ||
Operating Segments | Asia-Pacific | ||||
Revenues: | ||||
Sales | 11,873,000 | |||
Leasing | 15,266,000 | |||
Total revenues | 27,139,000 | |||
Operating Segments | Asia-Pacific | Royal Wolf Leasing | ||||
Revenues: | ||||
Sales | 12,811,000 | 11,873,000 | ||
Leasing | 15,681,000 | 15,266,000 | ||
Total revenues | 28,492,000 | 27,139,000 | ||
Share-based compensation expense | 48,000 | 183,000 | ||
Depreciation and amortization | 3,029,000 | 3,953,000 | ||
Operating income (loss) | 4,275,000 | 2,703,000 | ||
Interest income | 151,000 | 185,000 | ||
Interest expense | 2,487,000 | 2,815,000 | ||
Additions to long-lived assets | 2,742,000 | 3,094,000 | ||
Long-lived assets | 130,658,000 | 129,717,000 | ||
Operating lease assets | 48,644,000 | 37,671,000 | ||
Goodwill | 26,463,000 | 25,479,000 | ||
Operating Segments | North America | Pac-Van Leasing | ||||
Revenues: | ||||
Sales | 16,834,000 | 16,918,000 | ||
Leasing | 34,419,000 | 35,602,000 | ||
Total revenues | 51,253,000 | 52,520,000 | ||
Share-based compensation expense | 119,000 | 105,000 | ||
Depreciation and amortization | 4,038,000 | 4,020,000 | ||
Operating income (loss) | 10,354,000 | 11,778,000 | ||
Interest expense | 1,461,000 | 2,629,000 | ||
Additions to long-lived assets | 8,783,000 | 15,163,000 | ||
Long-lived assets | 321,987,000 | 320,956,000 | ||
Operating lease assets | 25,245,000 | 25,602,000 | ||
Goodwill | 65,149,000 | 65,123,000 | ||
Operating Segments | North America | Lone Star Leasing | ||||
Revenues: | ||||
Sales | 20,000 | |||
Leasing | 2,321,000 | 8,383,000 | ||
Total revenues | 2,341,000 | 8,383,000 | ||
Share-based compensation expense | 15,000 | 12,000 | ||
Depreciation and amortization | 2,178,000 | 1,617,000 | ||
Operating income (loss) | (1,909,000) | 1,891,000 | ||
Interest expense | 21,000 | 127,000 | ||
Additions to long-lived assets | 36,000 | 389,000 | ||
Long-lived assets | 38,447,000 | 40,234,000 | ||
Operating lease assets | 2,377,000 | 2,441,000 | ||
Goodwill | 6,622,000 | 6,622,000 | ||
Operating Segments | North America | Pac Van and Lone Star Leasing | ||||
Revenues: | ||||
Sales | 16,854,000 | 16,918,000 | ||
Leasing | 36,740,000 | 43,985,000 | ||
Total revenues | 53,594,000 | 60,903,000 | ||
Share-based compensation expense | 134,000 | 117,000 | ||
Depreciation and amortization | 6,216,000 | 5,637,000 | ||
Operating income (loss) | 8,445,000 | 13,669,000 | ||
Interest expense | 1,482,000 | 2,756,000 | ||
Additions to long-lived assets | 8,819,000 | 15,552,000 | ||
Long-lived assets | 360,434,000 | 361,190,000 | ||
Operating lease assets | 27,622,000 | 28,043,000 | ||
Goodwill | 71,771,000 | 71,745,000 | ||
Operating Segments | North America | Manufacturing | ||||
Revenues: | ||||
Sales | 1,625,000 | 3,506,000 | ||
Total revenues | 1,625,000 | 3,506,000 | ||
Share-based compensation expense | 12,000 | 9,000 | ||
Depreciation and amortization | 99,000 | 101,000 | ||
Operating income (loss) | (217,000) | 176,000 | ||
Interest expense | 12,000 | 36,000 | ||
Additions to long-lived assets | 2,000 | 8,000 | ||
Long-lived assets | 1,264,000 | 1,361,000 | ||
Operating lease assets | 214,000 | 244,000 | ||
Corporate and Intercompany Adjustments | North America | ||||
Revenues: | ||||
Sales | (1,268,000) | (1,333,000) | ||
Leasing | (83,000) | (318,000) | ||
Total revenues | (1,351,000) | (1,651,000) | ||
Share-based compensation expense | 330,000 | 374,000 | ||
Depreciation and amortization | (179,000) | (179,000) | ||
Operating income (loss) | (1,198,000) | (1,618,000) | ||
Interest income | 1,000 | |||
Interest expense | 1,716,000 | 1,717,000 | ||
Additions to long-lived assets | (218,000) | (168,000) | ||
Long-lived assets | (9,185,000) | (9,145,000) | ||
Operating lease assets | 243,000 | $ 267,000 | ||
Corporate and Intercompany Adjustments | North America | Lone Star Leasing | ||||
Revenues: | ||||
Sales | $ 50,000 | $ 285,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events - USD ($) | Oct. 27, 2020 | Oct. 12, 2020 |
Public Offering | Unsecured senior notes | 7.875% Senior Notes | ||
Subsequent Events | ||
Aggregate principal amount of notes issued | $ 60,000,000 | |
Percentage of notes sold | 100.00% | |
Minimum denominations | $ 25,000 | |
Integral multiples | $ 25,000 | |
Interest rate | 7.875% | |
Over allotment | Unsecured senior notes | 7.875% Senior Notes | ||
Subsequent Events | ||
Aggregate principal amount of notes issued | $ 9,000,000 | |
Period for an option to purchase additional notes | 30 days | |
Series C Preferred Stock | ||
Subsequent Events | ||
Cash dividend, per share | $ 2.30 |