Document Entity and Information
Document Entity and Information - shares | 6 Months Ended | |
Dec. 31, 2020 | Feb. 04, 2021 | |
Document Entity Information | ||
Entity Registrant Name | General Finance CORP | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-32845 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 32-0163571 | |
Entity Address, Address Line One | 39 East Union Street | |
Entity Address, City or Town | Pasadena | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91103 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,227,705 | |
City Area Code | 626 | |
Local Phone Number | 584-9722 | |
Entity Central Index Key | 0001342287 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --06-30 | |
Amendment Flag | false | |
Common Stock | ||
Document Entity Information | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | GFN | |
Security Exchange Name | NASDAQ | |
Series C Cumulative Redeemable Perpetual Preferred Stock | ||
Document Entity Information | ||
Title of 12(b) Security | 9.00% Series C Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $100 per share) | |
Trading Symbol | GFNCP | |
Security Exchange Name | NASDAQ | |
7.875% Senior Notes Due 2025 | ||
Document Entity Information | ||
Title of 12(b) Security | 7.875% Senior Notes due 2025 | |
Trading Symbol | GFNSZ | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Assets | ||
Cash and cash equivalents | $ 11,792,000 | $ 17,478,000 |
Trade and other receivables, net of allowance for doubtful accounts of $5,972 and $5,769 at June 30, 2020 and December 31, 2020, respectively | 43,128,000 | 44,066,000 |
Inventories | 20,402,000 | 20,928,000 |
Prepaid expenses and other | 12,638,000 | 8,207,000 |
Property, plant and equipment, net | 27,095,000 | 24,396,000 |
Lease fleet, net | 471,988,000 | 458,727,000 |
Operating lease assets | 78,532,000 | 66,225,000 |
Goodwill | 100,398,000 | 97,224,000 |
Other intangible assets, net | 18,022,000 | 18,771,000 |
Total assets | 783,995,000 | 756,022,000 |
Liabilities | ||
Trade payables and accrued liabilities | 43,121,000 | 46,845,000 |
Income taxes payable | 353,000 | 645,000 |
Unearned revenue and advance payments | 31,030,000 | 24,642,000 |
Operating lease liabilities | 80,115,000 | 67,142,000 |
Senior and other debt, net | 372,022,000 | 379,798,000 |
Fair value of bifurcated derivatives in Convertible Note | 16,424,000 | 18,325,000 |
Deferred tax liabilities | 46,985,000 | 43,708,000 |
Total liabilities | 590,050,000 | 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 December 31, 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 shares outstanding at June 30, 2020 and 31,139,470 shares issued and 30,227,705 shares outstanding at December 31, 2020 | 3,000 | 3,000 |
Additional paid-in capital | 182,434,000 | 183,051,000 |
Accumulated other comprehensive loss | (15,800,000) | (22,106,000) |
Accumulated deficit | (7,451,000) | (20,790,000) |
Treasury stock, at cost; 911,765 shares at June 30, 2020 and December 31, 2020 | (5,845,000) | (5,845,000) |
Total General Finance Corporation stockholders' equity | 193,441,000 | 174,413,000 |
Equity of noncontrolling interests | 504,000 | 504,000 |
Total equity | 193,945,000 | 174,917,000 |
Total liabilities and equity | $ 783,995,000 | $ 756,022,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts on trade and other receivables | $ 5,769 | $ 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 | 31,139,470 | 30,880,531 |
Common stock, shares outstanding | 30,227,705 | 29,968,766 |
Treasury stock shares | 911,765 | 911,765 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||
Sales | $ 30,752 | $ 31,324 | $ 60,774 | $ 62,288 |
Leasing | 58,362 | 60,785 | 110,700 | 119,718 |
Total revenues | 89,114 | 92,109 | 171,474 | 182,006 |
Costs and expenses | ||||
Direct costs of leasing operations | 21,318 | 22,761 | 41,929 | 45,619 |
Selling and general expenses | 19,904 | 20,483 | 39,547 | 41,138 |
Depreciation and amortization | 9,394 | 8,609 | 18,460 | 18,020 |
Operating income | 16,655 | 17,019 | 27,960 | 31,949 |
Interest income | 151 | 180 | 302 | 366 |
Interest expense | (6,686) | (6,930) | (12,383) | (14,254) |
Change in valuation of bifurcated derivatives in Convertible Note (Note 5) | 2,584 | 3,902 | 1,901 | 4,894 |
Foreign exchange and other | (1,070) | 264 | (744) | (309) |
Total costs and expenses | (5,021) | (2,584) | (10,924) | (9,303) |
Income before provision for income taxes | 11,634 | 14,435 | 17,036 | 22,646 |
Provision for income taxes | 2,378 | 3,994 | 3,697 | 6,254 |
Net income | 9,256 | 10,441 | 13,339 | 16,392 |
Preferred stock dividends | (922) | (922) | (1,844) | (1,844) |
Net income attributable to common stockholders | $ 8,334 | $ 9,519 | $ 11,495 | $ 14,548 |
Net income per common share: | ||||
Basic | $ 0.28 | $ 0.31 | $ 0.39 | $ 0.48 |
Diluted | $ 0.27 | $ 0.30 | $ 0.38 | $ 0.46 |
Weighted average shares outstanding: | ||||
Basic | 29,774,426 | 30,253,075 | 29,734,141 | 30,229,164 |
Diluted | 30,770,036 | 31,537,637 | 30,645,104 | 31,433,274 |
Lease inventories and fleet | ||||
Revenues | ||||
Sales | $ 30,206 | $ 29,741 | $ 59,871 | $ 58,532 |
Costs and expenses | ||||
Cost of sales | 21,215 | 21,600 | 42,509 | 41,816 |
Manufactured units | ||||
Revenues | ||||
Sales | 546 | 1,583 | 903 | 3,756 |
Costs and expenses | ||||
Cost of sales | $ 628 | $ 1,637 | $ 1,069 | $ 3,464 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS | ||||
Net income | $ 9,256 | $ 10,441 | $ 13,339 | $ 16,392 |
Other comprehensive income (loss): | ||||
Change in fair value change of interest rate swap, net of income tax effect of $246 and $16 and $80 and $83 in the quarter and six months ended December 31, 2019 and 2020, respectively | (12) | 421 | (99) | (37) |
Cumulative translation adjustment | 4,652 | 1,728 | 6,405 | (66) |
Total comprehensive income | 13,896 | 12,590 | 19,645 | 16,289 |
Comprehensive income allocable to General Finance Corporation stockholders | $ 13,896 | $ 12,590 | $ 19,645 | $ 16,289 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/LOSS | ||||
Change in fair value change of interest rate swap, income tax provision | $ 16 | $ 246 | $ 83 | $ 80 |
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, 2019 | 40,100 | 3 | 183,933 | (18,755) | (28,744) | 176,537 | 504 | 177,041 | |
Net Income (loss) | 16,392 | ||||||||
Fair value change in derivative, net of related tax effect | (37) | ||||||||
Cumulative translation adjustment | (66) | ||||||||
Total comprehensive income | 16,289 | ||||||||
Balance at Dec. 31, 2019 | 40,100 | 3 | 183,555 | (18,858) | (12,352) | 192,448 | 504 | 192,952 | |
Balance at Sep. 30, 2019 | 40,100 | 3 | 183,779 | (21,007) | (22,793) | 180,082 | 504 | 180,586 | |
Share-based compensation | 685 | 685 | 685 | ||||||
Preferred stock dividends | (922) | (922) | (922) | ||||||
Issuance of shares of common stock on exercises of stock options | 13 | 13 | 13 | ||||||
Net Income (loss) | 10,441 | 10,441 | 10,441 | ||||||
Fair value change in derivative, net of related tax effect | 421 | 421 | 421 | ||||||
Cumulative translation adjustment | 1,728 | 1,728 | 1,728 | ||||||
Total comprehensive income | 12,590 | 12,590 | |||||||
Balance at Dec. 31, 2019 | 40,100 | 3 | 183,555 | (18,858) | (12,352) | 192,448 | 504 | 192,952 | |
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 |
Balance at Jun. 30, 2020 | 40,100 | 3 | 183,051 | (22,106) | (20,790) | 174,413 | 504 | (5,845) | 174,917 |
Net Income (loss) | 13,339 | ||||||||
Fair value change in derivative, net of related tax effect | (99) | ||||||||
Cumulative translation adjustment | 6,405 | ||||||||
Total comprehensive income | 19,645 | ||||||||
Balance at Dec. 31, 2020 | 40,100 | 3 | 182,434 | (15,800) | (7,451) | 193,441 | 504 | (5,845) | 193,945 |
Balance at Sep. 30, 2020 | 40,100 | 3 | 182,796 | (20,440) | (16,707) | 179,907 | 504 | (5,845) | 180,411 |
Share-based compensation | 514 | 514 | 514 | ||||||
Preferred stock dividends | (922) | (922) | (922) | ||||||
Issuance of shares of common stock on exercises of stock options | 46 | 46 | 46 | ||||||
Net Income (loss) | 9,256 | 9,256 | 9,256 | ||||||
Fair value change in derivative, net of related tax effect | (12) | (12) | (12) | ||||||
Cumulative translation adjustment | 4,652 | 4,652 | 4,652 | ||||||
Total comprehensive income | 13,896 | 13,896 | |||||||
Balance at Dec. 31, 2020 | $ 40,100 | $ 3 | $ 182,434 | $ (15,800) | $ (7,451) | $ 193,441 | $ 504 | $ (5,845) | $ 193,945 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) | 3 Months Ended |
Sep. 30, 2019shares | |
Issuance of shares of common stock on exercises of stock options | 47,500 |
Forfeiture of shares, restricted stock | 1,000 |
Restricted Stock | |
Vesting of restricted stock units, shares of common stock | 55,957 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Net cash provided by operating activities (Note 10) | $ 29,823 | $ 37,460 |
Cash flows from investing activities: | ||
Business acquisitions, net of cash acquired | (1,854) | |
Proceeds from sales of property, plant and equipment | 289 | 407 |
Purchases of property, plant and equipment | (5,691) | (5,279) |
Proceeds from sales of lease fleet | 19,774 | 14,938 |
Purchases of lease fleet | (24,279) | (32,805) |
Other intangible assets | (46) | (104) |
Net cash used in investing activities | (11,807) | (22,843) |
Cash flows from financing activities: | ||
Repayments of equipment financing activities, net | (120) | (328) |
Proceeds from (repayments of) senior and other debt borrowings, net | (11,585) | (12,849) |
Proceeds from issuances of 7.875% Senior Notes | 69,000 | |
Redemption of 8.125% Senior Notes | (77,390) | |
Deferred financing costs | (3,917) | |
Proceeds from issuances of common stock | 189 | 98 |
Preferred stock dividends | (1,844) | (1,844) |
Net cash used in financing activities | (25,667) | (14,923) |
Net decrease in cash | (7,651) | (306) |
Cash and equivalents at beginning of period | 17,478 | 10,359 |
The effect of foreign currency translation on cash | 1,965 | 14 |
Cash and equivalents at end of period | $ 11,792 | $ 10,067 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 6 Months Ended |
Dec. 31, 2020USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |
Business acquisitions, non-cash holdback | $ 150 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Dec. 31, 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 | 6 Months Ended |
Dec. 31, 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 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 |
Equity Transactions
Equity Transactions | 6 Months Ended |
Dec. 31, 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 December 31, 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 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 December 31, 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 exchangeable for any of the Company’s other securities. Holders of the Series C Preferred Stock generally will have no voting rights, except for limited voting rights if dividends payable on the outstanding Series C Preferred Stock are in arrears for six or more consecutive or non-consecutive quarters, and under certain other circumstances. If the Company fails to maintain the listing of the Series C Preferred Stock on the NASDAQ Stock Market (“NASDAQ”) for 30 days or more, the per annum dividend rate will increase by an additional 2.00% per $100.00 stated liquidation value ($2.00 per annum per share) so long as the listing failure continues. In addition, in the event of any liquidation or winding up of the Company, the holders of the Series C Preferred Stock will have preference to holders of common stock and are pari passu with the Series B Preferred Stock. The Series C Preferred Stock is listed on NASDAQ under the symbol “GFNCP.” Dividends As of December 31, 2020, since issuance, dividends paid or payable totaled $113,000 for the Series B Preferred Stock and dividends paid totaled $27,240,000 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 | 6 Months Ended |
Dec. 31, 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. FY 2021 Acquisition On December 4, 2020, the Company, through Pac-Van, purchased the storage container and storage trailer business of Jackson Container & Trailer Rental, Inc. (“Jackson Container”) for approximately $2,004,000, which included a general indemnity holdback of $150,000 . Jackson Container is located in New Orleans, Louisiana. Jackson Container December 4, 2020 Fair value of the net tangible assets acquired and liabilities assumed: Inventories $ 388 Property, plant and equipment 204 Lease fleet 1,414 Unearned revenue and advance payments (133) Total net tangible assets acquired and liabilities assumed 1,873 Fair value of intangible assets acquired: Non-compete agreement 13 Customer lists/relationships 110 Goodwill 8 Total intangible assets acquired 131 Total purchase consideration $ 2,004 The FY 2021 operating results prior to and since the respective date of acquisition were not considered significant. Goodwill recognized is attributable primarily to expected corporate synergies, the assembled workforce and other factors. The goodwill recognized in the Jackson Container acquisition is deductible for U.S. income tax purposes The Company incurred approximately $189,000 and $512,000 during the quarter ended December 31, 2019 and FY 2020, respectively, and $15,000 during both the quarter ended December 31, 2020 and FY 2021, 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. |
Senior and Other Debt
Senior and Other Debt | 6 Months Ended |
Dec. 31, 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 $33,148,900 (AUS $43,000,000 ) Facility A that will amortize semi-annually; a $89,810,400 (AUS $116,500,000 ) Facility B that has no scheduled amortization; a $15,418,100 (AUS $20,000,000 ) revolving Facility C that is used for working capital, capital expenditures and general corporate purposes; and a $28,908,900 (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 $2,213,600 (AUS $2,871,400 ) are payable quarterly in advance through maturity; and an exit fee of $810,700 (AUS$ 1,051,600 ), which was due on November 3, 2020 from the original November 3, 2017 financing, was paid in FY 2021. 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 . 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 December 31, 2020, borrowings under the Deutsche Bank Credit Facility totaled $121,956,000 (AUS$158,198,000) and availability, including cash at the bank, totaled $36,552,000 (AUS$47,415,000). The above amounts were translated based upon the exchange rate of one Australian dollar to 0.770905 U.S. dollar and one New Zealand dollar to 0.721448 U.S. dollar at December 31, 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 December 31, 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 $16,424,000. North America Senior Credit Facility At December 31, 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 December 14, 2025, assuming the Company’s publicly-traded senior notes due October 31, 2025 (see below) are extended to a date not earlier than March 14, 2026, or have been repaid in full or refinanced or replaced on terms satisfactory to the Wells Fargo Credit Facility; otherwise the Wells Fargo Credit Facility would mature on July 31, 2025. 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) $8,000,000 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, as defined, or the LIBOR rate, as defined, with a minimum of 0.5%; plus an applicable margin range of 2.50% to 3.00% based on the average excess availability. 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 December 31, 2020, borrowings and availability under the Wells Fargo Credit Facility totaled $172,383,000 and $87,883,000, respectively. Senior Notes On June 18, 2014, the Company completed the sale of unsecured senior notes (the “2021 Senior Notes") in a public offering for an aggregate principal amount of $72,000,000. The 2021 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 “Original Trustee”). The First Supplemental Indenture supplements the indenture entered into by and between the Company and the Original Trustee dated as of June 18, 2014 (the "Base Indenture"). 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. 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 agreement, or such new finance/capital lease obligations as the Company may enter into from time to time. As a result of the successful consent solicitation, the Company and the Original 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 “Existing Indenture"). The 2021 Senior Notes bore interest at the rate of 8.125% per annum and were scheduled to mature on July 31, 2021. Prior to December 31, 2020, an aggregate principal amount of $65,800,000 of the 2021 Senior Notes were redeemed (see below) and the remaining principal balance of $11,590,000, plus accrued interest through the redemption date of January 15, 2021, was effectively defeased by the transfer of funds to the Original Trustee (see Note 12) through borrowings on the Wells Fargo Credit Facility. As a result, the Company has reflected the 2021 Senior Notes as fully repaid at December 31, 2020, and has written off the related unamortized debt issuance costs of $386,000 at November 30, 2020 through interest expense in accompanying consolidated financial statements. On October 27, 2020, the Company completed the sale of unsecured senior notes (the "2025 Senior Notes") in a public offering for $60,000,000, which represented 100% of the aggregate principal amount. On November 16, 2020, the underwriters exercised their full over-allotment option of $9,000,000, which also represented 100% of the aggregate principal amount. Total net proceeds were $65,853,000, after deducting underwriting discounts and offering costs of approximately $3,147,000. The Company used $65,800,000 of the net proceeds to redeem the majority of the 2021 Senior Notes (see above). The 2025 Senior Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof and pursuant to the third supplemental indenture (the "Third Supplemental Indenture" and, together with the Existing Indenture, the "Indenture") by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). At December 31, 2020, the 2025 Senior Notes totaled $65,958,000, net of unamortized debt issuance costs. The 2025 Senior Notes bear interest at the rate of 7.875% per annum, mature on October 31, 2025 and are not subject to any sinking fund. Interest on the 2025 Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31, commencing on January 31, 2021. The 2025 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 2025 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 2025 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. The Company may, prior to October 31, 2022, redeem the 2025 Senior Notes in whole or in part upon the payment of 100% of the principal amount of the 2025 Senior Notes being redeemed, plus a “make-whole” price described in the Indenture, and accrued interest and unpaid interest to, but not including, the date of redemption. In addition, the Company may redeem up to If the Company experiences a change in control, as defined in the Indenture, it must offer to purchase the 2025 Senior Notes at 101% of the principal amount plus accrued and unpaid interest to the date of purchase. If the Company engages in asset sales, as defined in the Indenture, it generally must invest the net cash proceeds from such sales in its business within a period of time, prepay debt under the Wells Fargo Credit Facility or make an offer to purchase a principal amount of the 2025 Senior Notes equal to the excess net cash proceeds. The purchase price of the 2025 Senior Notes will be 100% of their principal amount, plus accrued but unpaid interest. The Company may, at its option, at any time and from time to time, on or after October 31, 2022, redeem the 2025 Senior Notes in whole or in part. The 2025 Senior Notes will be redeemable at a redemption price initially equal to 104.5% of the principal amount of the 2025 Senior Notes (and which declines each year on October 31) plus accrued and unpaid interest to the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed 2025 Senior Notes. 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 2025 Senior Notes are listed on NASDAQ under the symbol “GFNSZ.” Other At December 31, 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 December 31, 2020. The weighted-average interest rate in the Asia-Pacific area was 7.7% and 7.8% during the quarter ended December 31, 2019 and FY 2020, respectively, and during both the quarter ended December 31, 2020 and FY 2021, respectively; which does not include the effect of translation, amortization of deferred financing costs and accretion. The weighted-average interest rate in North America was |
Financial Instruments
Financial Instruments | 6 Months Ended |
Dec. 31, 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 December 31, 2020 Swap Contracts Trade payables and accrued liabilities $ 3,456 $ 3,597 Forward-Exchange Contracts Trade payables and accrued liabilities 258 1,251 Bifurcated Derivatives Fair value of bifurcated derivatives in Convertible Note 18,325 16,424 Quarter Ended Six Months Ended Type of Derivative Statement of Operations December 31, December 31, Contract Classification 2019 2020 2019 2020 Forward Exchange Contracts Unrealized foreign currency exchange loss included in “Foreign exchange and other” $ (587) $ (1,209) $ (256) $ (942) Bifurcated Derivatives Change in valuation of bifurcated derivatives in Convertible Note 3,902 2,584 4,894 1,901 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 December 31, 2020, the open interest rate swap contracts were as follows (dollars in thousands): June 30, December 31, 2020 2020 Notional amounts $ 68,777 $ 77,091 Fixed/Strike Rates 7.17 % 7.17 % Floating Rates 5.35 % 5.35 % Fair Value of Combined Contracts $ (3,456) $ (3,597) 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 December 31, 2020, there were 43 open forward exchange contracts that mature between January 2021 and July 2021, as follows (dollars in thousands): June 30, December 31, 2020 2020 Notional amounts $ 3,087 $ 18,802 Exchange/Strike Rates (AUD to USD) 0.56516 – 0.68863 0.65125 - 0.72944 Fair Value of Combined Contracts $ (258) $ (1,251) For the quarter ended December 31, 2019 and 2020, net unrealized and realized foreign exchange gains (losses) totaled $881,000 and $(28,000) and $146,000 and $(10,000) , respectively. In FY 2020 and FY 2021, net unrealized and realized foreign exchange gains (losses) totaled 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 December 31, 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 December 31, 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 | 6 Months Ended |
Dec. 31, 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 the quarter ended December 31, 2019 and 2020; and $55,000 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. On August 4, 2020, the Company exercised the first option to renew the lease for an additional two-year term commencing January 1, 2021. Rental payments on these premises totaled $38,000 and $76,000 during the quarter ended December 31, 2019 and FY 2020, respectively; and $40,000 and $80,000 during the quarter ended December 31, 2020 and FY 2021, respectively. |
Equity Plans
Equity Plans | 6 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 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 (150,100) 1.26 Forfeited or expired — — Outstanding at December 31, 2020 1,449,441 $ 4.88 4.1 Vested and expected to vest at December 31, 2020 1,449,441 $ 4.88 4.1 Exercisable at December 31, 2020 1,444,945 $ 4.87 4.1 At December 31, 2020, outstanding time-based options and performance-based options totaled 1,029,095 and 420,346, respectively. Also at that date, the Company’s market price for its common stock was $8.51 per share, which was above the exercise prices of over 98% of the outstanding stock options, and the intrinsic value of the outstanding stock options at that date was $5,311,000. Share-based compensation of $9,616,000 related to stock options has been recognized in the consolidated statements of operations, with a corresponding benefit to equity, from inception through December 31, 2020. At that date, there remains $16,000 of unrecognized compensation expense to be recorded on a straight-line basis over the remaining weighted-average vesting period of less than two years. 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 34,480 8.70 — — Vested (27,985) 10.72 (74,359) 7.45 Forfeited — — (2,706) 9.49 Nonvested at December 31, 2020 414,594 $ 7.88 31,863 $ 9.76 Share-based compensation of $6,824,000 and $1,554,000 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 December 31, 2020. At that date, there remains $2,453,000 for the restricted stock and $257,000 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 2.69 years for the restricted stock and less than a year to 2.11 years for the RSU. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 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 December 31, 2020 are as follows (in thousands): Year Ending June 30, 2021 $ 11,628 2022 10,336 2023 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 December 31, 2021 $ 12,568 2022 11,647 2023 9,997 2024 8,808 2025 7,918 Thereafter 72,979 Total commitments 123,917 Less – effect of discounting (43,802) $ 80,115 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 December 31, Six Months Ended December 31, 2019 2020 2019 2020 Expense: Short-term lease expense $ 898 $ 833 $ 1,823 $ 1,655 Fixed lease expense 3,267 3,572 6,490 7,096 Variable lease expense 467 398 730 789 Sublease income (1,286) (1,199) (2,449) (2,279) $ 3,346 $ 3,604 $ 6,594 $ 7,261 Cash paid and new or modified operating lease information: Operating cash flows from operating leases $ 3,028 $ 3,328 $ 5,960 $ 6,558 Net operating lease assets obtained in exchange for new or modified operating lease liabilities 2,328 965 3,709 11,791 The weighted-average remaining lease term and weighted average discount rate for operating leases at June 30, 2020 and December 31, 2020 was 12.6 years and 6.3%, and 13.4 years and 6.4 %, 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 December 31, 2020, include gross costs of $8,650,000 and $12,495,000 and accumulated amortization of $2,871,000 and $3,432,000 resulting in a net book value of $5,779,000 and $9,063,000 , 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 December 31, 2020, reported liability totaled $1,278,000 and $1,341,000, 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 | 6 Months Ended |
Dec. 31, 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): Six Months Ended December 31, 2019 2020 Cash flows from operating activities Net income $ 16,392 $ 13,339 Adjustments to reconcile net income loss to cash flows from operating activities: Gain on sales and disposals of property, plant and equipment (177) (274) Gain on sales of lease fleet (4,738) (5,701) Unrealized foreign exchange loss (gain) 5 (143) Unrealized loss on forward exchange contracts 256 942 Change in valuation of bifurcated derivatives in Convertible Note (4,894) (1,901) Depreciation and amortization 18,218 18,660 Amortization of deferred financing costs 927 1,248 Share-based compensation expense 1,368 1,038 Deferred income taxes 5,242 2,841 Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): Trade and other receivables, net 4,872 2,872 Inventories (2,316) 2,060 Prepaid expenses and other (588) (2,328) Trade payables, accrued liabilities and unearned revenues 3,091 (2,953) Income taxes (198) 123 Net cash provided by operating activities $ 37,460 $ 29,823 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Dec. 31, 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 December 31, 2020 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 18,503 $ 7 $ 18,510 $ 1,890 $ (1,344) $ 19,056 $ 11,696 $ 30,752 Leasing 38,370 2,556 40,926 — (65) 40,861 17,501 58,362 $ 56,873 $ 2,563 $ 59,436 $ 1,890 $ (1,409) $ 59,917 $ 29,197 $ 89,114 Share-based compensation $ 119 $ 15 $ 134 $ 12 $ 320 $ 466 $ 48 $ 514 Depreciation and amortization $ 4,186 $ 2,161 $ 6,347 $ 101 $ (180) $ 6,268 $ 3,227 $ 9,495 Operating income (loss) $ 14,653 $ (1,512) $ 13,141 $ (154) $ (1,360) $ 11,627 $ 5,028 $ 16,655 Interest income $ — $ — $ — $ — $ — $ — $ 151 $ 151 Interest expense $ 1,599 $ 44 $ 1,643 $ 13 $ 2,749 $ 4,405 $ 2,281 $ 6,686 Six Months Ended December 31, 2020 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 35,337 $ 27 $ 35,364 $ 3,515 $ (2,612) $ 36,267 $ 24,507 $ 60,774 Leasing 72,789 4,877 77,666 — (148) 77,518 33,182 110,700 $ 108,126 $ 4,904 $ 113,030 $ 3,515 $ (2,760) $ 113,785 $ 57,689 $ 171,474 Share-based compensation $ 238 $ 30 $ 268 $ 24 $ 650 $ 942 $ 96 $ 1,038 Depreciation and amortization $ 8,224 $ 4,339 $ 12,563 $ 200 $ (359) $ 12,404 $ 6,256 $ 18,660 Operating income (loss) $ 25,007 $ (3,421) $ 21,586 $ (371) $ (2,558) $ 18,657 $ 9,303 $ 27,960 Interest income $ — $ — $ — $ — $ — $ — $ 302 $ 302 Interest expense $ 3,060 $ 65 $ 3,125 $ 25 $ 4,465 $ 7,615 $ 4,768 $ 12,383 Additions to long-lived assets $ 23,311 $ 42 $ 23,353 $ 67 $ (302) $ 23,118 $ 6,852 $ 29,970 At December 31, 2020 Long-lived assets $ 330,624 $ 36,640 $ 367,264 $ 1,228 $ (9,089) $ 359,403 $ 139,680 $ 499,083 Operating lease assets $ 23,956 $ 2,311 $ 26,267 $ 183 $ 218 $ 26,668 $ 51,864 $ 78,532 Goodwill $ 65,217 $ 6,622 $ 71,839 $ — $ — $ 71,839 $ 28,559 $ 100,398 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 December 31, 2019 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 16,576 $ 35 $ 16,611 $ 3,068 $ (1,485) $ 18,194 $ 13,130 $ 31,324 Leasing 37,449 6,626 44,075 — (103) 43,972 16,813 60,785 $ 54,025 $ 6,661 $ 60,686 $ 3,068 $ (1,588) $ 62,166 $ 29,943 $ 92,109 Share-based compensation $ 106 $ 12 $ 118 $ 9 $ 375 $ 502 $ 183 $ 685 Depreciation and amortization $ 4,079 $ 1,653 $ 5,732 $ 97 $ (179) $ 5,650 $ 3,056 $ 8,706 Operating income $ 13,412 $ 650 $ 14,062 $ (203) $ (1,486) $ 12,373 $ 4,646 $ 17,019 Interest income $ — $ — $ — $ — $ 1 $ 1 $ 179 $ 180 Interest expense $ 2,428 $ 78 $ 2,506 $ 30 $ 1,717 $ 4,253 $ 2,677 $ 6,930 Six Months Ended December 31, 2019 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 33,494 $ 35 $ 33,529 $ 6,574 $ (2,818) $ 37,285 $ 25,003 $ 62,288 Leasing 73,051 15,009 88,060 — (421) 87,639 32,079 119,718 $ 106,545 $ 15,044 $ 121,589 $ 6,574 $ (3,239) $ 124,924 $ 57,082 $ 182,006 Share-based compensation $ 211 $ 24 $ 235 $ 18 $ 749 $ 1,002 $ 366 $ 1,368 Depreciation and amortization $ 8,099 $ 3,270 $ 11,369 $ 198 $ (358) $ 11,209 $ 7,009 $ 18,218 Operating income $ 25,190 $ 2,541 $ 27,731 $ (27) $ (3,104) $ 24,600 $ 7,349 $ 31,949 Interest income $ — $ — $ — $ — $ 2 $ 2 $ 364 $ 366 Interest expense $ 5,057 $ 205 $ 5,262 $ 66 $ 3,434 $ 8,762 $ 5,492 $ 14,254 Additions to long-lived assets $ 29,645 $ 813 $ 30,458 $ 32 $ (313) $ 30,177 $ 7,907 $ 38,084 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 $1,485,000 and $2,818,000 during the quarter ended December 31, 2019 and FY 2020, respectively; and $1,344,000 and $2,612,000 during the quarter ended December 31, 2020 and FY 2021, respectively. 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 $70,000 and $355,000 during the quarter ended December 31, 2019 and FY 2020, respectively; and $32,000 and $82,000 during the quarter ended December 31, 2020 and FY 2021, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 12. Subsequent Events On January 15, 2021, 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 October 31, 2020 through January 30, 2021, and is payable on February 1, 2021 to holders of record as of January 30, 2021. On January 15, 2021, the Company redeemed the remaining $11,590,000 of the issued and outstanding principal amount of the 2021 Senior Notes in accordance with the optional redemption provisions in the Existing Indenture governing the 2021 Senior Notes (see Note 5). The redemption price was equal to 100% of the original principal amount, plus accrued and unpaid interest. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 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 six months ended December 31, 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, 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 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 | 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 | 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 | 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 | 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 | 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of 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 |
Schedule of 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 |
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 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 |
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 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 |
Schedule of reconciliation of weighted average shares outstanding | 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Jackson Container | |
Acquisitions | |
Schedule of preliminary allocation to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values | Jackson Container December 4, 2020 Fair value of the net tangible assets acquired and liabilities assumed: Inventories $ 388 Property, plant and equipment 204 Lease fleet 1,414 Unearned revenue and advance payments (133) Total net tangible assets acquired and liabilities assumed 1,873 Fair value of intangible assets acquired: Non-compete agreement 13 Customer lists/relationships 110 Goodwill 8 Total intangible assets acquired 131 Total purchase consideration $ 2,004 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 2020 Swap Contracts Trade payables and accrued liabilities $ 3,456 $ 3,597 Forward-Exchange Contracts Trade payables and accrued liabilities 258 1,251 Bifurcated Derivatives Fair value of bifurcated derivatives in Convertible Note 18,325 16,424 Quarter Ended Six Months Ended Type of Derivative Statement of Operations December 31, December 31, Contract Classification 2019 2020 2019 2020 Forward Exchange Contracts Unrealized foreign currency exchange loss included in “Foreign exchange and other” $ (587) $ (1,209) $ (256) $ (942) Bifurcated Derivatives Change in valuation of bifurcated derivatives in Convertible Note 3,902 2,584 4,894 1,901 |
Interest Rate Swap Contract | |
Financial Instruments | |
Schedule of derivative instrument | June 30, December 31, 2020 2020 Notional amounts $ 68,777 $ 77,091 Fixed/Strike Rates 7.17 % 7.17 % Floating Rates 5.35 % 5.35 % Fair Value of Combined Contracts $ (3,456) $ (3,597) |
Foreign-Exchange Contracts | |
Financial Instruments | |
Schedule of derivative instrument | June 30, December 31, 2020 2020 Notional amounts $ 3,087 $ 18,802 Exchange/Strike Rates (AUD to USD) 0.56516 – 0.68863 0.65125 - 0.72944 Fair Value of Combined Contracts $ (258) $ (1,251) |
Equity Plans (Tables)
Equity Plans (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 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 (150,100) 1.26 Forfeited or expired — — Outstanding at December 31, 2020 1,449,441 $ 4.88 4.1 Vested and expected to vest at December 31, 2020 1,449,441 $ 4.88 4.1 Exercisable at December 31, 2020 1,444,945 $ 4.87 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 34,480 8.70 — — Vested (27,985) 10.72 (74,359) 7.45 Forfeited — — (2,706) 9.49 Nonvested at December 31, 2020 414,594 $ 7.88 31,863 $ 9.76 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Schedule of future payments of operating lease liabilities | Future payments of operating lease liabilities at June 30, 2020 and December 31, 2020 are as follows (in thousands): Year Ending June 30, 2021 $ 11,628 2022 10,336 2023 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 December 31, 2021 $ 12,568 2022 11,647 2023 9,997 2024 8,808 2025 7,918 Thereafter 72,979 Total commitments 123,917 Less – effect of discounting (43,802) $ 80,115 |
Schedule of operating lease activity | Operating lease activity during the periods was as follows (in thousands): Quarter Ended December 31, Six Months Ended December 31, 2019 2020 2019 2020 Expense: Short-term lease expense $ 898 $ 833 $ 1,823 $ 1,655 Fixed lease expense 3,267 3,572 6,490 7,096 Variable lease expense 467 398 730 789 Sublease income (1,286) (1,199) (2,449) (2,279) $ 3,346 $ 3,604 $ 6,594 $ 7,261 Cash paid and new or modified operating lease information: Operating cash flows from operating leases $ 3,028 $ 3,328 $ 5,960 $ 6,558 Net operating lease assets obtained in exchange for new or modified operating lease liabilities 2,328 965 3,709 11,791 |
Cash Flows from Operating Act_2
Cash Flows from Operating Activities and Other Financial Information (Tables) | 6 Months Ended |
Dec. 31, 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): Six Months Ended December 31, 2019 2020 Cash flows from operating activities Net income $ 16,392 $ 13,339 Adjustments to reconcile net income loss to cash flows from operating activities: Gain on sales and disposals of property, plant and equipment (177) (274) Gain on sales of lease fleet (4,738) (5,701) Unrealized foreign exchange loss (gain) 5 (143) Unrealized loss on forward exchange contracts 256 942 Change in valuation of bifurcated derivatives in Convertible Note (4,894) (1,901) Depreciation and amortization 18,218 18,660 Amortization of deferred financing costs 927 1,248 Share-based compensation expense 1,368 1,038 Deferred income taxes 5,242 2,841 Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): Trade and other receivables, net 4,872 2,872 Inventories (2,316) 2,060 Prepaid expenses and other (588) (2,328) Trade payables, accrued liabilities and unearned revenues 3,091 (2,953) Income taxes (198) 123 Net cash provided by operating activities $ 37,460 $ 29,823 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 2020 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 18,503 $ 7 $ 18,510 $ 1,890 $ (1,344) $ 19,056 $ 11,696 $ 30,752 Leasing 38,370 2,556 40,926 — (65) 40,861 17,501 58,362 $ 56,873 $ 2,563 $ 59,436 $ 1,890 $ (1,409) $ 59,917 $ 29,197 $ 89,114 Share-based compensation $ 119 $ 15 $ 134 $ 12 $ 320 $ 466 $ 48 $ 514 Depreciation and amortization $ 4,186 $ 2,161 $ 6,347 $ 101 $ (180) $ 6,268 $ 3,227 $ 9,495 Operating income (loss) $ 14,653 $ (1,512) $ 13,141 $ (154) $ (1,360) $ 11,627 $ 5,028 $ 16,655 Interest income $ — $ — $ — $ — $ — $ — $ 151 $ 151 Interest expense $ 1,599 $ 44 $ 1,643 $ 13 $ 2,749 $ 4,405 $ 2,281 $ 6,686 Six Months Ended December 31, 2020 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 35,337 $ 27 $ 35,364 $ 3,515 $ (2,612) $ 36,267 $ 24,507 $ 60,774 Leasing 72,789 4,877 77,666 — (148) 77,518 33,182 110,700 $ 108,126 $ 4,904 $ 113,030 $ 3,515 $ (2,760) $ 113,785 $ 57,689 $ 171,474 Share-based compensation $ 238 $ 30 $ 268 $ 24 $ 650 $ 942 $ 96 $ 1,038 Depreciation and amortization $ 8,224 $ 4,339 $ 12,563 $ 200 $ (359) $ 12,404 $ 6,256 $ 18,660 Operating income (loss) $ 25,007 $ (3,421) $ 21,586 $ (371) $ (2,558) $ 18,657 $ 9,303 $ 27,960 Interest income $ — $ — $ — $ — $ — $ — $ 302 $ 302 Interest expense $ 3,060 $ 65 $ 3,125 $ 25 $ 4,465 $ 7,615 $ 4,768 $ 12,383 Additions to long-lived assets $ 23,311 $ 42 $ 23,353 $ 67 $ (302) $ 23,118 $ 6,852 $ 29,970 At December 31, 2020 Long-lived assets $ 330,624 $ 36,640 $ 367,264 $ 1,228 $ (9,089) $ 359,403 $ 139,680 $ 499,083 Operating lease assets $ 23,956 $ 2,311 $ 26,267 $ 183 $ 218 $ 26,668 $ 51,864 $ 78,532 Goodwill $ 65,217 $ 6,622 $ 71,839 $ — $ — $ 71,839 $ 28,559 $ 100,398 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 December 31, 2019 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 16,576 $ 35 $ 16,611 $ 3,068 $ (1,485) $ 18,194 $ 13,130 $ 31,324 Leasing 37,449 6,626 44,075 — (103) 43,972 16,813 60,785 $ 54,025 $ 6,661 $ 60,686 $ 3,068 $ (1,588) $ 62,166 $ 29,943 $ 92,109 Share-based compensation $ 106 $ 12 $ 118 $ 9 $ 375 $ 502 $ 183 $ 685 Depreciation and amortization $ 4,079 $ 1,653 $ 5,732 $ 97 $ (179) $ 5,650 $ 3,056 $ 8,706 Operating income $ 13,412 $ 650 $ 14,062 $ (203) $ (1,486) $ 12,373 $ 4,646 $ 17,019 Interest income $ — $ — $ — $ — $ 1 $ 1 $ 179 $ 180 Interest expense $ 2,428 $ 78 $ 2,506 $ 30 $ 1,717 $ 4,253 $ 2,677 $ 6,930 Six Months Ended December 31, 2019 North America Leasing Corporate and Intercompany Asia – Pacific Pac-Van Lone Star Combined Manufacturing Adjustments Total Leasing Consolidated Revenues: Sales $ 33,494 $ 35 $ 33,529 $ 6,574 $ (2,818) $ 37,285 $ 25,003 $ 62,288 Leasing 73,051 15,009 88,060 — (421) 87,639 32,079 119,718 $ 106,545 $ 15,044 $ 121,589 $ 6,574 $ (3,239) $ 124,924 $ 57,082 $ 182,006 Share-based compensation $ 211 $ 24 $ 235 $ 18 $ 749 $ 1,002 $ 366 $ 1,368 Depreciation and amortization $ 8,099 $ 3,270 $ 11,369 $ 198 $ (358) $ 11,209 $ 7,009 $ 18,218 Operating income $ 25,190 $ 2,541 $ 27,731 $ (27) $ (3,104) $ 24,600 $ 7,349 $ 31,949 Interest income $ — $ — $ — $ — $ 2 $ 2 $ 364 $ 366 Interest expense $ 5,057 $ 205 $ 5,262 $ 66 $ 3,434 $ 8,762 $ 5,492 $ 14,254 Additions to long-lived assets $ 29,645 $ 813 $ 30,458 $ 32 $ (313) $ 30,177 $ 7,907 $ 38,084 |
Organization and Business Ope_2
Organization and Business Operations (Details) | 6 Months Ended |
Dec. 31, 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 | Dec. 31, 2020 | Jun. 30, 2020 |
Summary of Significant Accounting Policies | ||
Finished goods | $ 16,964 | $ 17,347 |
Work in progress | 607 | 1,161 |
Raw materials | 2,831 | 2,420 |
Total | $ 20,402 | $ 20,928 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant and Equipment and Lease Fleet (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | $ 78,139,000 | $ 78,139,000 | $ 72,147,000 | ||
Less accumulated depreciation and amortization | (51,044,000) | (51,044,000) | (47,751,000) | ||
Property, plant and equipment, net | 27,095,000 | 27,095,000 | 24,396,000 | ||
Depreciation expense, PP&E | 1,828,000 | $ 1,639,000 | 3,465,000 | $ 3,326,000 | |
Lease Fleet | |||||
Depreciation expense, leased fleet | 6,895,000 | $ 6,110,000 | 13,650,000 | $ 12,968,000 | |
Land | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | 2,168,000 | 2,168,000 | 2,168,000 | ||
Building and improvements | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment, gross | 4,899,000 | $ 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 | 55,832,000 | $ 55,832,000 | 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 | 15,240,000 | $ 15,240,000 | 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 | $ 641,233,000 | $ 641,233,000 | $ 613,358,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Goodwill and Other Intangible Assets | |||||
Impairment of goodwill | $ 14,160,000 | ||||
Other intangible assets | |||||
Gross Carrying Amount | $ 53,633,000 | $ 53,633,000 | 52,299,000 | ||
Accumulated Amortization | (35,611,000) | (35,611,000) | (33,528,000) | ||
Net Carrying Amount | 18,022,000 | 18,022,000 | 18,771,000 | ||
Amortization expense of intangible assets | 957,000 | $ 772,000 | 1,924,000 | $ 1,545,000 | |
Trademark and trade name | |||||
Other intangible assets | |||||
Gross Carrying Amount | 5,486,000 | 5,486,000 | 5,486,000 | ||
Accumulated Amortization | (453,000) | (453,000) | (453,000) | ||
Net Carrying Amount | 5,033,000 | 5,033,000 | 5,033,000 | ||
Customer base and lists | |||||
Other intangible assets | |||||
Gross Carrying Amount | 31,893,000 | 31,893,000 | 31,691,000 | ||
Accumulated Amortization | (20,986,000) | (20,986,000) | (19,612,000) | ||
Net Carrying Amount | 10,907,000 | 10,907,000 | 12,079,000 | ||
Non-compete agreement | |||||
Other intangible assets | |||||
Gross Carrying Amount | 8,641,000 | 8,641,000 | 8,651,000 | ||
Accumulated Amortization | (8,279,000) | (8,279,000) | (8,226,000) | ||
Net Carrying Amount | 362,000 | 362,000 | 425,000 | ||
Deferred financing costs | |||||
Other intangible assets | |||||
Gross Carrying Amount | 4,413,000 | 4,413,000 | 3,643,000 | ||
Accumulated Amortization | (3,006,000) | (3,006,000) | (2,769,000) | ||
Net Carrying Amount | 1,407,000 | 1,407,000 | 874,000 | ||
Amortization of deferred financing costs | 113,000 | $ 117,000 | 237,000 | $ 233,000 | |
Other | |||||
Other intangible assets | |||||
Gross Carrying Amount | 3,200,000 | 3,200,000 | 2,828,000 | ||
Accumulated Amortization | (2,887,000) | (2,887,000) | (2,468,000) | ||
Net Carrying Amount | $ 313,000 | $ 313,000 | $ 360,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue from Contracts with Customers (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Revenue from Contracts with Customers | |||||
Topic 606 revenue | $ 30,752,000 | $ 31,324,000 | $ 60,774,000 | $ 62,288,000 | |
Unearned rental revenue included in trade payables and accrued liabilities | 31,030,000 | 31,030,000 | $ 24,642,000 | ||
Unearned rental revenue recognized | 2,051,000 | 2,038,000 | 14,196,000 | 12,859,000 | |
Warranty reserve included in trade payables and accrued liabilities | 90,371 | 90,371 | $ 136,394 | ||
Rental-related services | |||||
Revenue from Contracts with Customers | |||||
Topic 606 revenue | $ 12,172,000 | $ 14,242,000 | $ 23,094,000 | $ 27,752,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Disaggregated Rental Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||
Total non-lease revenues | $ 30,752,000 | $ 31,324,000 | $ 60,774,000 | $ 62,288,000 |
Total leasing revenues | 58,362,000 | 60,785,000 | 110,700,000 | 119,718,000 |
Total revenues | 89,114,000 | 92,109,000 | 171,474,000 | 182,006,000 |
Lease inventories and fleet | ||||
Revenues | ||||
Total non-lease revenues | 30,206,000 | 29,741,000 | 59,871,000 | 58,532,000 |
Manufactured units | ||||
Revenues | ||||
Total non-lease revenues | 546,000 | 1,583,000 | 903,000 | 3,756,000 |
Rental revenue | ||||
Revenues | ||||
Total leasing revenues | 42,021,000 | 42,048,000 | 79,248,000 | 83,409,000 |
Rental-related services | ||||
Revenues | ||||
Total non-lease revenues | 12,172,000 | 14,242,000 | 23,094,000 | 27,752,000 |
Total leasing revenues | 16,341,000 | 18,737,000 | 31,452,000 | 36,309,000 |
North America | ||||
Revenues | ||||
Total non-lease revenues | 19,056,000 | 18,194,000 | 36,267,000 | 37,285,000 |
Total leasing revenues | 40,861,000 | 43,972,000 | 77,518,000 | 87,639,000 |
Total revenues | 59,917,000 | 62,166,000 | 113,785,000 | 124,924,000 |
North America | Lease inventories and fleet | ||||
Revenues | ||||
Total non-lease revenues | 18,510,000 | 16,611,000 | 35,364,000 | 33,529,000 |
North America | Manufactured units | ||||
Revenues | ||||
Total non-lease revenues | 546,000 | 1,583,000 | 903,000 | 3,756,000 |
North America | Rental revenue | ||||
Revenues | ||||
Total leasing revenues | 28,611,000 | 29,823,000 | 53,781,000 | 59,241,000 |
North America | Rental-related services | ||||
Revenues | ||||
Total leasing revenues | 12,250,000 | 14,149,000 | 23,737,000 | 28,398,000 |
North America | Operating Segments | Pac-Van Leasing | ||||
Revenues | ||||
Total non-lease revenues | 18,503,000 | 16,576,000 | 35,337,000 | 33,494,000 |
Total leasing revenues | 38,370,000 | 37,449,000 | 72,789,000 | 73,051,000 |
Total revenues | 56,873,000 | 54,025,000 | 108,126,000 | 106,545,000 |
North America | Operating Segments | Pac-Van Leasing | Lease inventories and fleet | ||||
Revenues | ||||
Total non-lease revenues | 18,503,000 | 16,576,000 | 35,337,000 | 33,494,000 |
North America | Operating Segments | Pac-Van Leasing | Rental revenue | ||||
Revenues | ||||
Total leasing revenues | 27,441,000 | 26,530,000 | 51,589,000 | 51,784,000 |
North America | Operating Segments | Pac-Van Leasing | Rental-related services | ||||
Revenues | ||||
Total leasing revenues | 10,929,000 | 10,919,000 | 21,200,000 | 21,267,000 |
North America | Operating Segments | Lone Star Leasing | ||||
Revenues | ||||
Total non-lease revenues | 7,000 | 35,000 | 27,000 | 35,000 |
Total leasing revenues | 2,556,000 | 6,626,000 | 4,877,000 | 15,009,000 |
Total revenues | 2,563,000 | 6,661,000 | 4,904,000 | 15,044,000 |
North America | Operating Segments | Lone Star Leasing | Lease inventories and fleet | ||||
Revenues | ||||
Total non-lease revenues | 7,000 | 35,000 | 27,000 | 35,000 |
North America | Operating Segments | Lone Star Leasing | Rental revenue | ||||
Revenues | ||||
Total leasing revenues | 1,235,000 | 3,396,000 | 2,340,000 | 7,878,000 |
North America | Operating Segments | Lone Star Leasing | Rental-related services | ||||
Revenues | ||||
Total leasing revenues | 1,321,000 | 3,230,000 | 2,537,000 | 7,131,000 |
North America | Operating Segments | Pac Van and Lone Star Leasing | ||||
Revenues | ||||
Total non-lease revenues | 18,510,000 | 16,611,000 | 35,364,000 | 33,529,000 |
Total leasing revenues | 40,926,000 | 44,075,000 | 77,666,000 | 88,060,000 |
Total revenues | 59,436,000 | 60,686,000 | 113,030,000 | 121,589,000 |
North America | Operating Segments | Pac Van and Lone Star Leasing | Lease inventories and fleet | ||||
Revenues | ||||
Total non-lease revenues | 18,510,000 | 16,611,000 | 35,364,000 | 33,529,000 |
North America | Operating Segments | Pac Van and Lone Star Leasing | Rental revenue | ||||
Revenues | ||||
Total leasing revenues | 28,676,000 | 29,926,000 | 53,929,000 | 59,662,000 |
North America | Operating Segments | Pac Van and Lone Star Leasing | Rental-related services | ||||
Revenues | ||||
Total leasing revenues | 12,250,000 | 14,149,000 | 23,737,000 | 28,398,000 |
North America | Operating Segments | Manufacturing | ||||
Revenues | ||||
Total non-lease revenues | 1,890,000 | 3,068,000 | 3,515,000 | 6,574,000 |
Total revenues | 1,890,000 | 3,068,000 | 3,515,000 | 6,574,000 |
North America | Operating Segments | Manufacturing | Manufactured units | ||||
Revenues | ||||
Total non-lease revenues | 1,890,000 | 3,068,000 | 3,515,000 | 6,574,000 |
North America | Corporate and Intercompany Adjustments | ||||
Revenues | ||||
Total non-lease revenues | (1,344,000) | (1,485,000) | (2,612,000) | (2,818,000) |
Total leasing revenues | (65,000) | (103,000) | (148,000) | (421,000) |
Total revenues | (1,409,000) | (1,588,000) | (2,760,000) | (3,239,000) |
North America | Corporate and Intercompany Adjustments | Manufactured units | ||||
Revenues | ||||
Total non-lease revenues | (1,344,000) | (1,485,000) | (2,612,000) | (2,818,000) |
North America | Corporate and Intercompany Adjustments | Rental revenue | ||||
Revenues | ||||
Total leasing revenues | (65,000) | (103,000) | (148,000) | (421,000) |
Asia-Pacific | Operating Segments | Royal Wolf Leasing | ||||
Revenues | ||||
Total non-lease revenues | 11,696,000 | 13,130,000 | 24,507,000 | 25,003,000 |
Total leasing revenues | 17,501,000 | 16,813,000 | 33,182,000 | 32,079,000 |
Total revenues | 29,197,000 | 29,943,000 | 57,689,000 | 57,082,000 |
Asia-Pacific | Operating Segments | Royal Wolf Leasing | Lease inventories and fleet | ||||
Revenues | ||||
Total non-lease revenues | 11,696,000 | 13,130,000 | 24,507,000 | 25,003,000 |
Asia-Pacific | Operating Segments | Royal Wolf Leasing | Rental revenue | ||||
Revenues | ||||
Total leasing revenues | 13,410,000 | 12,225,000 | 25,467,000 | 24,168,000 |
Asia-Pacific | Operating Segments | Royal Wolf Leasing | Rental-related services | ||||
Revenues | ||||
Total leasing revenues | $ 4,091,000 | $ 4,588,000 | $ 7,715,000 | $ 7,911,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Net Income per Common Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||||
Basic | 29,774,426 | 30,253,075 | 29,734,141 | 30,229,164 |
Dilutive effect of common stock equivalents | 995,610 | 1,284,562 | 910,963 | 1,204,110 |
Diluted | 30,770,036 | 31,537,637 | 30,645,104 | 31,433,274 |
Potential common stock equivalents excluded from computation of diluted earnings per share | 900,288 | 756,411 | 984,935 | 836,863 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 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 | $ 113,000 | |
Series C Preferred Stock | ||
Equity Transactions | ||
Cumulative preferred stock, dividend percentage | 9.00% | |
Cumulative preferred stock, liquidation preference per share | $ 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 | $ 27,240,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Dec. 04, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 |
Acquisitions | ||||||
Business acquisition cost hold back and other adjustment | $ 150,000 | |||||
Fair value of intangible assets acquired: | ||||||
Goodwill | $ 100,398,000 | 100,398,000 | $ 97,224,000 | |||
Incremental transaction costs | $ 15,000 | $ 189,000 | $ 15,000 | $ 512,000 | ||
Jackson Container | ||||||
Acquisitions | ||||||
Payments to acquire business, gross | $ 2,004,000 | |||||
Business acquisition cost hold back and other adjustment | 150,000 | |||||
Fair value of the net tangible assets acquired and liabilities assumed: | ||||||
Inventories | 388,000 | |||||
Property, plant and equipment | 204,000 | |||||
Lease fleet | 1,414,000 | |||||
Unearned revenue and advance payments | (133,000) | |||||
Total net tangible assets acquired and liabilities assumed | 1,873,000 | |||||
Fair value of intangible assets acquired: | ||||||
Goodwill | 8,000 | |||||
Total intangible assets acquired | 131,000 | |||||
Total purchase consideration | 2,004,000 | |||||
Jackson Container | Non-compete agreement | ||||||
Fair value of intangible assets acquired: | ||||||
Total intangible assets acquired | 13,000 | |||||
Jackson Container | Customer lists/relationships | ||||||
Fair value of intangible assets acquired: | ||||||
Total intangible assets acquired | $ 110,000 |
Senior and Other Debt - ANZ_CBA
Senior and Other Debt - ANZ/CBA Credit Facility and North America Leasing Senior Credit Facility (Details) | 6 Months Ended | ||
Dec. 31, 2020AUD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Australian Dollar | |||
Senior and Other Debt | |||
Foreign currency exchange rate, translation | 0.770905 | 0.770905 | |
New Zealand Dollar | |||
Senior and Other Debt | |||
Foreign currency exchange rate, translation | 0.721448 | 0.721448 | |
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 | $ 172,383,000 | ||
Availability under ANZ credit facility | $ 87,883,000 | ||
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 | $ 8,000,000 | ||
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 | 158,198,000 | 121,956,000 | |
Debt instrument, financing fees | 2,871,400 | $ 2,213,600 | |
Debt instrument, fee | 1,051,600 | $ 810,700 | |
Cash available at bank | $ 47,415,000 | 36,552,000 | |
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 | 33,148,900 | |
Deutsche Bank Credit Facility B | |||
Senior and Other Debt | |||
Borrowings under credit facility | 116,500,000 | 89,810,400 | |
Deutsche Bank Credit Facility C | |||
Senior and Other Debt | |||
Borrowings under credit facility | 20,000,000 | 15,418,100 | |
Deutsche Bank Credit Facility D | |||
Senior and Other Debt | |||
Borrowings under credit facility | $ 37,500,000 | $ 28,908,900 |
Senior and Other Debt - Bison C
Senior and Other Debt - Bison Capital Notes and Credit Suisse Term Loan (Details) | Jun. 22, 2020USD ($)$ / shares | Sep. 10, 2018USD ($)shares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)contract$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2020AUD ($) | Jun. 30, 2019USD ($) | Mar. 25, 2019USD ($) | 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 | $ 16,424,000 | $ 16,424,000 | ||||||||||
Gain loss on fair value of embedded derivatives liability | 2,584,000 | $ 3,902,000 | 1,901,000 | $ 4,894,000 | |||||||||
Convertible Notes Teachers Insurance And Association Of America | |||||||||||||
Senior and Other Debt | |||||||||||||
Principal amount | $ 7,750,000 | ||||||||||||
Convertible Notes General Electric Pension Trust | |||||||||||||
Senior and Other Debt | |||||||||||||
Principal amount | 7,750,000 | ||||||||||||
Bison Capital Convertible Notes | |||||||||||||
Senior and Other Debt | |||||||||||||
Fair value of bifurcated derivative | 16,424,000 | 16,424,000 | |||||||||||
Principal amount | $ 10,500,000 | ||||||||||||
Deutsche Bank Credit Facility | |||||||||||||
Senior and Other Debt | |||||||||||||
Borrowings outstanding under credit facility | 121,956,000 | $ 121,956,000 | $ 158,198,000 | ||||||||||
LIBOR | Wells Fargo Credit Facility | |||||||||||||
Senior and Other Debt | |||||||||||||
Interest rate | 0.50% | ||||||||||||
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% | ||||||||||||
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% | ||||||||||||
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 | ||||||||||||
Principal amount | $ 26,000,000 | $ 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 | ||||||||||||
Payment to acquire treasury shares | $ 5,835,000 | ||||||||||||
Minimum return derivative liability carrying value | 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 | Minimum | |||||||||||||
Senior and Other Debt | |||||||||||||
Debt instrument, convertible, conversion ratio | 1.75 | ||||||||||||
Senior Secured Convertible Promissory Notes | Maximum | |||||||||||||
Senior and Other Debt | |||||||||||||
Fair value of bifurcated derivative | $ 29,288,000 | ||||||||||||
Senior Secured Promissory Notes | |||||||||||||
Senior and Other Debt | |||||||||||||
Interest rate of senior notes | 11.90% | ||||||||||||
Principal amount | $ 54,000,000 | ||||||||||||
Senior Secured Promissory Notes | Deutsche Bank Credit Facility | |||||||||||||
Senior and Other Debt | |||||||||||||
Principal amount | $ 63,311,000 | $ 89,804,000 |
Senior and Other Debt - Senior
Senior and Other Debt - Senior Notes and Other Debt (Details) - USD ($) | Nov. 16, 2020 | Oct. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2020 | Nov. 30, 2020 | Apr. 24, 2017 | Jun. 18, 2014 |
Senior and Other Debt | ||||||||||
Underwriting discounts and offering costs | $ 3,147,000 | |||||||||
Equipment Financing and Other | ||||||||||
Senior and Other Debt | ||||||||||
Other debt | $ 11,725,000 | $ 11,725,000 | ||||||||
Unsecured senior notes | ||||||||||
Senior and Other Debt | ||||||||||
Notes issued denominations and multiples of denominations | $ 25 | |||||||||
Senior Notes 8.125% | ||||||||||
Senior and Other Debt | ||||||||||
Aggregate principal amount of notes issued | $ 65,800,000 | |||||||||
Fixed charge coverage ratio | 2 | 2 | ||||||||
Senior Notes 8.125% | Unsecured senior notes | ||||||||||
Senior and Other Debt | ||||||||||
Aggregate principal amount of notes issued | $ 11,590,000 | $ 5,390,000 | 72,000,000 | |||||||
Notes issued denominations and multiples of denominations | $ 25 | |||||||||
Notes issued denominations | $ 24.95 | |||||||||
Unamortized debt issuance costs | $ 386,000 | |||||||||
2025 Senior Notes | ||||||||||
Senior and Other Debt | ||||||||||
Net proceeds | 65,853,000 | |||||||||
2025 Senior Notes | Public Offering | ||||||||||
Senior and Other Debt | ||||||||||
Aggregate principal amount of notes issued | $ 60,000,000 | |||||||||
Percentage of notes sold | 100.00% | |||||||||
2025 Senior Notes | Prior to October 31, 2022 | ||||||||||
Senior and Other Debt | ||||||||||
Senior notes redemption percentage on principal amount | 104.50% | |||||||||
2025 Senior Notes | Unsecured senior notes | ||||||||||
Senior and Other Debt | ||||||||||
Notes issued denominations and multiples of denominations | 25 | |||||||||
Unamortized debt issuance costs | $ 65,958,000 | $ 65,958,000 | ||||||||
Interest rate of senior notes | 7.875% | 7.875% | ||||||||
2025 Senior Notes | Unsecured senior notes | Over allotment | ||||||||||
Senior and Other Debt | ||||||||||
Aggregate principal amount of notes issued | $ 9,000,000 | |||||||||
Percentage of notes sold | 100.00% | |||||||||
2025 Senior Notes | Unsecured senior notes | Prior to October 31, 2022 | ||||||||||
Senior and Other Debt | ||||||||||
Senior notes redemption percentage on principal amount | 35.00% | |||||||||
Redemption price percentage on principal amount plus accrued and unpaid interest | 107.875% | |||||||||
2021 Senior Notes | ||||||||||
Senior and Other Debt | ||||||||||
Amount of debt redeemed | $ 65,800,000 | |||||||||
Other | Asia-Pacific | ||||||||||
Senior and Other Debt | ||||||||||
Weighted-average interest rate | 7.30% | 7.70% | 7.30% | 7.80% | ||||||
Other | North America | ||||||||||
Senior and Other Debt | ||||||||||
Weighted-average interest rate | 5.90% | 5.80% | 5.20% | 6.00% |
Financial Instruments - Financi
Financial Instruments - Financial Statement Classification of Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Foreign-Exchange Contracts | Unrealized foreign currency exchange loss included in "Foreign exchange and other" | |||||
Financial Instruments | |||||
Unrealized gain (loss) on derivatives | $ (1,209) | $ (587) | $ (942) | $ (256) | |
Bifurcated Derivatives | Change in valuation of bifurcated derivatives in Convertible Note | |||||
Financial Instruments | |||||
Unrealized gain (loss) on derivatives | 2,584 | $ 3,902 | 1,901 | $ 4,894 | |
Level 2 | Interest Rate Swap Contract | Trade payables and accrued liabilities | |||||
Financial Instruments | |||||
Derivative liabilities | 3,597 | 3,597 | $ 3,456 | ||
Level 2 | Foreign-Exchange Contracts | Trade payables and accrued liabilities | |||||
Financial Instruments | |||||
Derivative liabilities | 1,251 | 1,251 | 258 | ||
Level 2 | Bifurcated Derivatives | Fair value of bifurcated derivatives in Convertible Note | |||||
Financial Instruments | |||||
Derivative liabilities | $ 16,424 | $ 16,424 | $ 18,325 |
Financial Instruments - Interes
Financial Instruments - Interest Rate Swap Contract (Details) - Interest Rate Swap Contract | 6 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2017contract | |
Financial Instruments | ||||
Number of derivative contracts held | contract | 2 | |||
Gain (loss) on ineffective portion of cash flow hedge | $ 0 | $ 0 | ||
Notional amounts | $ 77,091,000 | $ 68,777,000 | ||
Fixed/Strike Rates | 7.17% | 7.17% | ||
Floating Rates | 5.35% | 5.35% | ||
Fair Value of Combined Contracts | $ (3,597,000) | $ (3,456,000) |
Financial Instruments - Foreign
Financial Instruments - Foreign Currency Risk (Details) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020USD ($)contract$ / $ | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)contract$ / $ | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($)contract$ / $ | |
Financial Instruments | |||||
Unrealized foreign exchange gains (losses) | $ 146,000 | $ 881,000 | $ 143,000 | $ (5,000) | |
Realized foreign exchange gains (losses) | $ (10,000) | $ (28,000) | $ 51,000 | $ (45,000) | |
Foreign-Exchange Contracts | |||||
Financial Instruments | |||||
Number of derivative contracts held | contract | 43 | 43 | 13 | ||
Notional amounts | $ 18,802,000 | $ 18,802,000 | $ 3,087,000 | ||
Fair Value of Combined Contracts | $ (1,251,000) | $ (1,251,000) | $ (258,000) | ||
Foreign-Exchange Contracts | Minimum | |||||
Financial Instruments | |||||
Exchange/Strike Rates (AUD to USD) | $ / $ | 0.65125 | 0.65125 | 0.56516 | ||
Foreign-Exchange Contracts | Maximum | |||||
Financial Instruments | |||||
Exchange/Strike Rates (AUD to USD) | $ / $ | 0.72944 | 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) | Mar. 01, 2019USD ($)ft² | May 12, 2017USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 04, 2020 | Aug. 07, 2017 | Oct. 11, 2012 | Mar. 01, 2009item |
Related-Party Transactions | ||||||||||
Aggregate rental payments | $ 40,000 | $ 38,000 | $ 76,000 | |||||||
Affiliate of Chief Executive Officer | ||||||||||
Related-Party Transactions | ||||||||||
Monthly rental expense | $ 7,393 | |||||||||
Aggregate rental payments | $ 28,000 | $ 28,000 | $ 55,000 | $ 55,000 | ||||||
Area of rented office space | ft² | 3,000 | |||||||||
Term of lease | 5 years | |||||||||
Number of renewal options | item | 2 | |||||||||
Term of lease renewal | 5 years | 5 years | 5 years | |||||||
Pac Van Las Vegas | ||||||||||
Related-Party Transactions | ||||||||||
Monthly rental expense | $ 10,876 | |||||||||
Aggregate rental payments | $ 80,000 | |||||||||
Term of lease | 2 years | |||||||||
Term of lease renewal | 2 years | |||||||||
Pac Van Las Vegas | Minimum | ||||||||||
Related-Party Transactions | ||||||||||
Increase in monthly lease expense at renewal | $ 11,420 | |||||||||
Pac Van Las Vegas | Maximum | ||||||||||
Related-Party Transactions | ||||||||||
Increase in monthly lease expense at renewal | $ 12,590 |
Equity Plans - Summary of Plans
Equity Plans - Summary of Plans (Details) - shares | Dec. 07, 2017 | Dec. 31, 2020 | Sep. 11, 2014 |
Equity Plans | |||
Number of shares available for grant | 362,889 | ||
Predecessor Plans | |||
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 $ / shares in Units, $ in Thousands | 6 Months Ended |
Dec. 31, 2020USD ($)$ / 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% |
Expected dividends | $ | $ 0 |
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 | 6 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | |
Number of Options (Shares) | |||||
Outstanding beginning balance | 1,599,541 | 1,599,541 | |||
Exercised | (18,000) | (132,100) | (2,500) | (47,500) | (150,100) |
Outstanding ending balance | 1,449,441 | 1,449,441 | |||
Vested and expected to vest | 1,449,441 | 1,449,441 | |||
Exercisable | 1,444,945 | 1,444,945 | |||
Weighted-Average Exercise Price | |||||
Outstanding beginning balance | $ 4.54 | $ 4.54 | |||
Exercised | 1.26 | ||||
Outstanding ending balance | $ 4.88 | 4.88 | |||
Vested and expected to vest | 4.88 | 4.88 | |||
Exercisable | $ 4.87 | $ 4.87 | |||
Weighted-Average Remaining Contractual Term (Years) | |||||
Outstanding | 4 years 1 month 6 days | ||||
Vested and expected to vest | 4 years 1 month 6 days | ||||
Exercisable | 4 years 1 month 6 days |
Equity Plans - Stock based opti
Equity Plans - Stock based option (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Equity Plans | ||
Outstanding stock options | 1,449,441 | 1,599,541 |
Market price of common stock | $ 8.51 | |
Intrinsic value of the outstanding stock options | $ 5,311,000 | |
Stock options | ||
Equity Plans | ||
Share-based compensation recognized in statements of operations | 9,616,000 | |
Unrecognized compensation expense to be recorded on a straight-line basis | $ 16,000 | |
Remaining vesting period | 2 years | |
Time-based options | ||
Equity Plans | ||
Outstanding stock options | 1,029,095 | |
Performance-based options | ||
Equity Plans | ||
Outstanding stock options | 420,346 |
Equity Plans - Summary of restr
Equity Plans - Summary of restricted stock and RSU activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | |
Shares | |||||
Granted | 27,985 | ||||
Restricted Stock | |||||
Shares | |||||
Non-vested beginning balance | 408,099 | 408,099 | |||
Granted | 34,480 | ||||
Vested | (34,480) | (74,359) | (55,957) | (27,985) | |
Non-vested ending balance | 414,594 | 414,594 | |||
Weighted-Average Grant Date Fair Value | |||||
Non-vested beginning balance | $ 8 | $ 8 | |||
Granted | 8.70 | ||||
Vested | 10.72 | ||||
Non-vested ending balance | $ 7.88 | $ 7.88 | |||
Share-based compensation recognized in statements of operations | $ 6,824,000 | ||||
Unrecognized compensation expense to be recorded on a straight-line basis | $ 2,453,000 | $ 2,453,000 | |||
Remaining vesting period | 2 years 8 months 8 days | ||||
RSU | |||||
Shares | |||||
Non-vested beginning balance | 108,928 | 108,928 | |||
Vested | (74,359) | ||||
Forfeited | (2,706) | ||||
Non-vested ending balance | 31,863 | 31,863 | |||
Weighted-Average Grant Date Fair Value | |||||
Non-vested beginning balance | $ 8.18 | $ 8.18 | |||
Vested | 7.45 | ||||
Forfeited | 9.49 | ||||
Non-vested ending balance | $ 9.76 | $ 9.76 | |||
Share-based compensation recognized in statements of operations | $ 1,554,000 | ||||
Unrecognized compensation expense to be recorded on a straight-line basis | $ 257,000 | $ 257,000 | |||
Remaining vesting period | 2 years 1 month 9 days |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 | Jul. 01, 2019 |
Commitments and Contingencies | |||
Operating lease assets | $ 78,532,000 | $ 66,225,000 | $ 70,797,000 |
Operating lease liabilities | 80,115,000 | 67,142,000 | 71,298,000 |
Future payments of operating lease liabilities | |||
2021 | 12,568,000 | 11,628,000 | |
2022 | 11,647,000 | 10,336,000 | |
2023 | 9,997,000 | 9,121,000 | |
2024 | 8,808,000 | 7,858,000 | |
2025 | 7,918,000 | 6,750,000 | |
Thereafter | 72,979,000 | 57,190,000 | |
Total commitments | 123,917,000 | 102,883,000 | |
Less - effect of discounting | (43,802,000) | (35,741,000) | |
Operating lease liabilities | $ 80,115,000 | $ 67,142,000 | $ 71,298,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Lease Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Expense: | |||||
Short-term lease expense | $ 833 | $ 898 | $ 1,655 | $ 1,823 | |
Fixed lease expense | 3,572 | 3,267 | 7,096 | 6,490 | |
Variable lease expense | 398 | 467 | 789 | 730 | |
Sublease income | (1,199) | (1,286) | (2,279) | (2,449) | |
Total lease expense | 3,604 | 3,346 | 7,261 | 6,594 | |
Cash paid and new or modified operating lease information: | |||||
Operating cash flows from operating leases | 3,328 | 3,028 | 6,558 | 5,960 | |
Net operating lease assets obtained in exchange for new or modified operating lease liabilities | $ 965 | $ 2,328 | $ 11,791 | $ 3,709 | |
Weighted average remaining lease term | 13 years 4 months 24 days | 13 years 4 months 24 days | 12 years 7 months 6 days | ||
Weighted average discount rate operating leases | 6.40% | 6.40% | 6.30% |
Commitments and Contingencies_3
Commitments and Contingencies - Finance Leases (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Commitments and Contingencies | ||
Assets under finance lease gross | $ 12,495,000 | $ 8,650,000 |
Assets under finance lease accumulated amortization | 3,432,000 | 2,871,000 |
Assets under finance lease net | $ 9,063,000 | $ 5,779,000 |
Commitments and Contingencies_4
Commitments and Contingencies - Self Insurance (Details) - Self Insured Liabilities - USD ($) | Feb. 01, 2017 | Dec. 31, 2020 | Jun. 30, 2020 |
Commitments and Contingencies | |||
Reported liability | $ 1,341,000 | $ 1,278,000 | |
Maximum | |||
Commitments and Contingencies | |||
Insurance liabilities per policy period | $ 1,200,000 |
Cash Flows from Operating Act_3
Cash Flows from Operating Activities and Other Financial Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||||
Net income | $ 9,256,000 | $ 4,083,000 | $ 10,441,000 | $ 5,951,000 | $ 13,339,000 | $ 16,392,000 |
Adjustments to reconcile net income loss to cash flows from operating activities: | ||||||
Gain on sales and disposals of property, plant and equipment | (274,000) | (177,000) | ||||
Gain on sales of lease fleet | (5,701,000) | (4,738,000) | ||||
Unrealized foreign exchange loss (gain) | (146,000) | (881,000) | (143,000) | 5,000 | ||
Unrealized loss on forward exchange contracts | 942,000 | 256,000 | ||||
Change in valuation of bifurcated derivatives in Convertible Notes | (2,584,000) | (3,902,000) | (1,901,000) | (4,894,000) | ||
Depreciation and amortization | 9,495,000 | 8,706,000 | 18,660,000 | 18,218,000 | ||
Amortization of deferred financing costs | 1,248,000 | 927,000 | ||||
Share-based compensation expense | $ 514,000 | $ 685,000 | 1,038,000 | 1,368,000 | ||
Deferred income taxes | 2,841,000 | 5,242,000 | ||||
Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): | ||||||
Trade and other receivables, net | 2,872,000 | 4,872,000 | ||||
Inventories | 2,060,000 | (2,316,000) | ||||
Prepaid expenses and other | (2,328,000) | (588,000) | ||||
Trade payables, accrued liabilities and unearned revenues | (2,953,000) | 3,091,000 | ||||
Income taxes | 123,000 | (198,000) | ||||
Net cash provided by operating activities | $ 29,823,000 | $ 37,460,000 |
Segment Reporting - Segment Rep
Segment Reporting - Segment Reporting Information (Details) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)itemsegment | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Jul. 01, 2019USD ($) | |
Segment Reporting | ||||||
Number of geographic areas | item | 2 | |||||
Number of operating segments | segment | 4 | |||||
Revenues: | ||||||
Sales | $ 30,752,000 | $ 31,324,000 | $ 60,774,000 | $ 62,288,000 | ||
Leasing | 58,362,000 | 60,785,000 | 110,700,000 | 119,718,000 | ||
Total revenues | 89,114,000 | 92,109,000 | 171,474,000 | 182,006,000 | ||
Share-based compensation | 514,000 | 685,000 | 1,038,000 | 1,368,000 | ||
Depreciation and amortization | 9,495,000 | 8,706,000 | 18,660,000 | 18,218,000 | ||
Operating income | 16,655,000 | 17,019,000 | 27,960,000 | 31,949,000 | ||
Interest income | 151,000 | 180,000 | 302,000 | 366,000 | ||
Interest expense | 6,686,000 | 6,930,000 | 12,383,000 | 14,254,000 | ||
Additions to long-lived assets | 29,970,000 | 38,084,000 | ||||
Long-lived assets | 499,083,000 | 499,083,000 | $ 483,123,000 | |||
Operating lease assets | 78,532,000 | 78,532,000 | 66,225,000 | $ 70,797,000 | ||
Goodwill | 100,398,000 | 100,398,000 | 97,224,000 | |||
North America | ||||||
Revenues: | ||||||
Sales | 19,056,000 | 18,194,000 | 36,267,000 | 37,285,000 | ||
Leasing | 40,861,000 | 43,972,000 | 77,518,000 | 87,639,000 | ||
Total revenues | 59,917,000 | 62,166,000 | 113,785,000 | 124,924,000 | ||
Share-based compensation | 466,000 | 502,000 | 942,000 | 1,002,000 | ||
Depreciation and amortization | 6,268,000 | 5,650,000 | 12,404,000 | 11,209,000 | ||
Operating income | 11,627,000 | 12,373,000 | 18,657,000 | 24,600,000 | ||
Interest income | 1,000 | 2,000 | ||||
Interest expense | 4,405,000 | 4,253,000 | 7,615,000 | 8,762,000 | ||
Additions to long-lived assets | 23,118,000 | 30,177,000 | ||||
Long-lived assets | 359,403,000 | 359,403,000 | 353,406,000 | |||
Operating lease assets | 26,668,000 | 26,668,000 | 28,554,000 | |||
Goodwill | 71,839,000 | 71,839,000 | 71,745,000 | |||
Operating Segments | North America | Pac-Van Leasing | ||||||
Revenues: | ||||||
Sales | 18,503,000 | 16,576,000 | 35,337,000 | 33,494,000 | ||
Leasing | 38,370,000 | 37,449,000 | 72,789,000 | 73,051,000 | ||
Total revenues | 56,873,000 | 54,025,000 | 108,126,000 | 106,545,000 | ||
Share-based compensation | 119,000 | 106,000 | 238,000 | 211,000 | ||
Depreciation and amortization | 4,186,000 | 4,079,000 | 8,224,000 | 8,099,000 | ||
Operating income | 14,653,000 | 13,412,000 | 25,007,000 | 25,190,000 | ||
Interest expense | 1,599,000 | 2,428,000 | 3,060,000 | 5,057,000 | ||
Additions to long-lived assets | 23,311,000 | 29,645,000 | ||||
Long-lived assets | 330,624,000 | 330,624,000 | 320,956,000 | |||
Operating lease assets | 23,956,000 | 23,956,000 | 25,602,000 | |||
Goodwill | 65,217,000 | 65,217,000 | 65,123,000 | |||
Operating Segments | North America | Lone Star Leasing | ||||||
Revenues: | ||||||
Sales | 7,000 | 35,000 | 27,000 | 35,000 | ||
Leasing | 2,556,000 | 6,626,000 | 4,877,000 | 15,009,000 | ||
Total revenues | 2,563,000 | 6,661,000 | 4,904,000 | 15,044,000 | ||
Share-based compensation | 15,000 | 12,000 | 30,000 | 24,000 | ||
Depreciation and amortization | 2,161,000 | 1,653,000 | 4,339,000 | 3,270,000 | ||
Operating income | (1,512,000) | 650,000 | (3,421,000) | 2,541,000 | ||
Interest expense | 44,000 | 78,000 | 65,000 | 205,000 | ||
Additions to long-lived assets | 42,000 | 813,000 | ||||
Long-lived assets | 36,640,000 | 36,640,000 | 40,234,000 | |||
Operating lease assets | 2,311,000 | 2,311,000 | 2,441,000 | |||
Goodwill | 6,622,000 | 6,622,000 | 6,622,000 | |||
Operating Segments | North America | Pac Van and Lone Star Leasing | ||||||
Revenues: | ||||||
Sales | 18,510,000 | 16,611,000 | 35,364,000 | 33,529,000 | ||
Leasing | 40,926,000 | 44,075,000 | 77,666,000 | 88,060,000 | ||
Total revenues | 59,436,000 | 60,686,000 | 113,030,000 | 121,589,000 | ||
Share-based compensation | 134,000 | 118,000 | 268,000 | 235,000 | ||
Depreciation and amortization | 6,347,000 | 5,732,000 | 12,563,000 | 11,369,000 | ||
Operating income | 13,141,000 | 14,062,000 | 21,586,000 | 27,731,000 | ||
Interest expense | 1,643,000 | 2,506,000 | 3,125,000 | 5,262,000 | ||
Additions to long-lived assets | 23,353,000 | 30,458,000 | ||||
Long-lived assets | 367,264,000 | 367,264,000 | 361,190,000 | |||
Operating lease assets | 26,267,000 | 26,267,000 | 28,043,000 | |||
Goodwill | 71,839,000 | 71,839,000 | 71,745,000 | |||
Operating Segments | North America | Manufacturing | ||||||
Revenues: | ||||||
Sales | 1,890,000 | 3,068,000 | 3,515,000 | 6,574,000 | ||
Total revenues | 1,890,000 | 3,068,000 | 3,515,000 | 6,574,000 | ||
Share-based compensation | 12,000 | 9,000 | 24,000 | 18,000 | ||
Depreciation and amortization | 101,000 | 97,000 | 200,000 | 198,000 | ||
Operating income | (154,000) | (203,000) | (371,000) | (27,000) | ||
Interest expense | 13,000 | 30,000 | 25,000 | 66,000 | ||
Additions to long-lived assets | 67,000 | 32,000 | ||||
Long-lived assets | 1,228,000 | 1,228,000 | 1,361,000 | |||
Operating lease assets | 183,000 | 183,000 | 244,000 | |||
Operating Segments | Asia-Pacific | Royal Wolf Leasing | ||||||
Revenues: | ||||||
Sales | 11,696,000 | 13,130,000 | 24,507,000 | 25,003,000 | ||
Leasing | 17,501,000 | 16,813,000 | 33,182,000 | 32,079,000 | ||
Total revenues | 29,197,000 | 29,943,000 | 57,689,000 | 57,082,000 | ||
Share-based compensation | 48,000 | 183,000 | 96,000 | 366,000 | ||
Depreciation and amortization | 3,227,000 | 3,056,000 | 6,256,000 | 7,009,000 | ||
Operating income | 5,028,000 | 4,646,000 | 9,303,000 | 7,349,000 | ||
Interest income | 151,000 | 179,000 | 302,000 | 364,000 | ||
Interest expense | 2,281,000 | 2,677,000 | 4,768,000 | 5,492,000 | ||
Additions to long-lived assets | 6,852,000 | 7,907,000 | ||||
Long-lived assets | 139,680,000 | 139,680,000 | 129,717,000 | |||
Operating lease assets | 51,864,000 | 51,864,000 | 37,671,000 | |||
Goodwill | 28,559,000 | 28,559,000 | 25,479,000 | |||
Corporate and Intercompany Adjustments | North America | ||||||
Revenues: | ||||||
Sales | (1,344,000) | (1,485,000) | (2,612,000) | (2,818,000) | ||
Leasing | (65,000) | (103,000) | (148,000) | (421,000) | ||
Total revenues | (1,409,000) | (1,588,000) | (2,760,000) | (3,239,000) | ||
Share-based compensation | 320,000 | 375,000 | 650,000 | 749,000 | ||
Depreciation and amortization | (180,000) | (179,000) | (359,000) | (358,000) | ||
Operating income | (1,360,000) | (1,486,000) | (2,558,000) | (3,104,000) | ||
Interest income | 1,000 | 2,000 | ||||
Interest expense | 2,749,000 | $ 1,717,000 | 4,465,000 | 3,434,000 | ||
Additions to long-lived assets | (302,000) | $ (313,000) | ||||
Long-lived assets | (9,089,000) | (9,089,000) | (9,145,000) | |||
Operating lease assets | $ 218,000 | $ 218,000 | $ 267,000 |
Segment Reporting - Intersegmen
Segment Reporting - Intersegment Net Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intersegment sales from Southern Frac to the North American leasing operations | ||||
Segment Reporting | ||||
Intersegment net revenues | $ 1,344,000 | $ 1,485,000 | $ 2,612,000 | $ 2,818,000 |
Intersegment sales from Pac-Van to Lone Star | ||||
Segment Reporting | ||||
Intersegment net revenues | $ 32,000 | $ 70,000 | $ 82,000 | $ 355,000 |
Subsequent Events - (Details)
Subsequent Events - (Details) - Subsequent Events | Jan. 15, 2021USD ($)$ / shares |
Unsecured senior notes | 2021 Senior Notes | |
Subsequent Events | |
Outstanding principal amount redeemed | $ | $ 11,590,000 |
Redemption price as a percentage of the original principal amount | 100.00% |
Series C Preferred Stock | |
Subsequent Events | |
Cash dividend, per share | $ / shares | $ 2.30 |