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 six months ended December 31, 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, December 31, 2020 2020 Finished goods $ 17,347 $ 16,964 Work in progress 1,161 607 Raw materials 2,420 2,831 $ 20,928 $ 20,402 Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): Estimated June 30, December 31, 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 55,832 Furniture, fixtures and office equipment 3 — 10 years 14,583 15,240 72,147 78,139 Less accumulated depreciation and amortization (47,751) (51,044) $ 24,396 $ 27,095 Depreciation expense on property, plant and equipment totaled $1,639,000 and $3,326,000 for the quarter ended December 31, 2019 and FY 2020, respectively; and $1,828,000 and $3,465,000 for the quarter ended December 31, 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 December 31, 2020, the gross costs of the lease fleet were $613,358,000 and $641,233,000, respectively. Depreciation expense on lease fleet totaled $6,110,000 and $12,968,000 for the quarter ended December 31, 2019 and FY 2020, respectively; and $6,895,000 and $13,650,000 for the quarter ended December 31, 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. 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 December 31, 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 December 31, 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 31,893 (20,986) 10,907 Non-compete agreements 8,651 (8,226) 425 8,641 (8,279) 362 Deferred financing costs 3,643 (2,769) 874 4,413 (3,006) 1,407 Other 2,828 (2,468) 360 3,200 (2,887) 313 $ 52,299 $ (33,528) $ 18,771 $ 53,633 $ (35,611) $ 18,022 Amortization expense related to amortizable intangible assets, other than deferred financing costs, totaled $772,000 and $1,545,000 for the quarter ended December 31, 2019 and FY 2020, respectively; and $957,000 and $1,924,000 for the quarter ended December 31, 2020 and FY 2021, respectively. Amortization expense, which is included in interest expense, related to deferred financing costs recorded as amortizable intangible assets totaled 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 the quarter ended December 31, 2019 and FY 2020 and the quarter ended December 31, 2020 and FY 2021 were $14,242,000 and $27,752,000 and $12,172,000 and $23,094,000 , 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 December 31, 2020, we had approximately $24,642,000 and $31,030,000, respectively, of unearned rental revenue included in unearned revenue and advance payments in the accompanying consolidated balance sheets. Revenues of $2,038,000 and $12,859,000, which were included in the unearned rental revenue balance at June 30, 2019, were recognized during the quarter ended December 31, 2019 and FY 2020, respectively. Revenues of $2,051,000 and $14,196,000, which were included in the unearned rental revenue balance at June 30, 2020, were recognized during the quarter ended December 31, 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 December 31, 2020, the Company had $136,394 and $90,371, 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 December 31, 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 $ 18,503 $ 7 $ 18,510 $ — $ — $ 18,510 $ 11,696 $ 30,206 Sales manufactured units — — — 1,890 (1,344) 546 — 546 Total non-lease revenues 18,503 7 18,510 1,890 (1,344) 19,056 11,696 30,752 Leasing: Rental revenue 27,441 1,235 28,676 — (65) 28,611 13,410 42,021 Rental-related services 10,929 1,321 12,250 — — 12,250 4,091 16,341 Total leasing revenues 38,370 2,556 40,926 — (65) 40,861 17,501 58,362 Total revenues $ 56,873 $ 2,563 $ 59,436 $ 1,890 $ (1,409) $ 59,917 $ 29,197 $ 89,114 Six Months Ended December 31, 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 $ 35,337 $ 27 $ 35,364 $ — $ — $ 35,364 $ 24,507 $ 59,871 Sales manufactured units — — — 3,515 (2,612) 903 — 903 Total non-lease revenues 35,337 27 35,364 3,515 (2,612) 36,267 24,507 60,774 Leasing: Rental revenue 51,589 2,340 53,929 — (148) 53,781 25,467 79,248 Rental-related services 21,200 2,537 23,737 — — 23,737 7,715 31,452 Total leasing revenues 72,789 4,877 77,666 — (148) 77,518 33,182 110,700 Total revenues $ 108,126 $ 4,904 $ 113,030 $ 3,515 $ (2,760) $ 113,785 $ 57,689 $ 171,474 Quarter Ended December 31, 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 $ 16,576 $ 35 $ 16,611 $ — $ — $ 16,611 $ 13,130 $ 29,741 Sales manufactured units — — — 3,068 (1,485) 1,583 — 1,583 Total non-lease revenues 16,576 35 16,611 3,068 (1,485) 18,194 13,130 31,324 Leasing: Rental revenue 26,530 3,396 29,926 — (103) 29,823 12,225 42,048 Rental-related services 10,919 3,230 14,149 — — 14,149 4,588 18,737 Total leasing revenues 37,449 6,626 44,075 — (103) 43,972 16,813 60,785 Total revenues $ 54,025 $ 6,661 $ 60,686 $ 3,068 $ (1,588) $ 62,166 $ 29,943 $ 92,109 Six Months Ended December 31, 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 $ 33,494 $ 35 $ 33,529 $ — $ — $ 33,529 $ 25,003 $ 58,532 Sales manufactured units — — — 6,574 (2,818) 3,756 — 3,756 Total non-lease revenues 33,494 35 33,529 6,574 (2,818) 37,285 25,003 62,288 Leasing: Rental revenue 51,784 7,878 59,662 — (421) 59,241 24,168 83,409 Rental-related services 21,267 7,131 28,398 — — 28,398 7,911 36,309 Total leasing revenues 73,051 15,009 88,060 — (421) 87,639 32,079 119,718 Total revenues $ 106,545 $ 15,044 $ 121,589 $ 6,574 $ (3,239) $ 124,924 $ 57,082 $ 182,006 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 December 31, Six Months Ended December 31, 2019 2020 2019 2020 Basic 30,253,075 29,774,426 30,229,164 29,734,141 Dilutive effect of common stock equivalents 1,284,562 995,610 1,204,110 910,963 Diluted 31,537,637 30,770,036 31,433,274 30,645,104 Potential common stock equivalents totaling 756,411 and 836,863 for the quarter ended December 31, 2019 and FY 2020, respectively; and 900,288 and 984,935 for the quarter ended December 31, 2020 and FY 2021, respectively, have been excluded from the computation of diluted earnings per share because the effect is anti-dilutive. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |