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 businesses discussed below were acquired primarily to expand the Company’s container lease fleet. The accompanying consolidated financial statements include the operations of the acquired businesses from the dates of acquisition. FY 2014 Acquisitions On August 1, 2013, the Company, through Pac-Van, purchased the business of Harper’s Hot Shot Service, Inc. (“Harper’s Hot Shot”) for $3,267,000, which included a holdback amount of $148,000. Harper Hot Shot leases and sells containers and is located in Paducah, Kentucky. On September 6, 2013, the Company, through Pac-Van, purchased the business of Canadian Storage Containers Inc. (“Canadian Storage”) for $1,527,000 (C$1,602,000), which included a holdback amount of $258,000 (C$271,000). Canadian Storage leases and sells containers and is located in Calgary, Alberta, Canada. On September 10, 2013, the Company, through Royal Wolf, purchased the businesses of Intermodal Solutions Pty Ltd, Kookaburra Containers Pty Ltd, Kookaburra Containers WA Pty Ltd, Kookaburra Containers Victoria Pty Ltd, Pack and Secure Pty Ltd and Intermodal Solutions Holdings Pty Ltd, (collectively “Intermodal Kookaburra”) for approximately $5,231,000 (AUS$5,680,000), which included a holdback amount of $368,000 (AUS$400,000). Intermodal Kookaburra, among other things, leases and sells freight and storage containers in the Asia-Pacific area. On October 31, 2013, the Company, through Royal Wolf, purchased the business of DBCS Containers Limited (“DBCS”) for approximately $333,000 (AUS$351,000), which included a holdback amount of $33,000 (AUS$35,000). DBCS leases and sells containers and is located in Auckland, New Zealand. On November 7, 2013, the Company, through Pac-Van, purchased the business of Pinnacle Rental & Supply, LLC (“Pinnacle Rental”) for $6,179,000, which included a holdback amount of $293,000. Pinnacle Rental leases portable liquid storage tank containers from Boaz, Alabama. On December 20, 2013, the Company, through Pac-Van, purchased the business of Mark Rumpke Mobile Storage, Inc. (“Rumpke”) for $284,000, which included a holdback amount of $26,000. Rumpke leases and sells containers and is located in Cincinnati, Ohio. On April 7, 2014, effective April 1, 2014, the Company, through GFNNA, acquired substantially all the assets and assumed certain liabilities of the affiliated companies, Lone Star Tank Rental LP, based in Kermit, Texas, and KHM Rentals, LLC, based in Kenedy, Texas, for a total purchase consideration of $102,418,000. At the date of acquisition, the affiliated entities were merged into the Company’s indirect wholly-owned subsidiary, Lone Star. Also on April 7, 2014, the Company, primarily through Pac-Van and Lone Star, amended and restated the senior credit facility with a syndicate led by Wells Fargo Bank, National Association (“Wells Fargo”) (see Note 5) as part of the financing for the acquisition. The purchase consideration consisted of (i) $75,000,000 in cash, (ii) $9,865,000 for 1,230,012 shares of GFN common stock (the number of shares was agreed to based on a value of $8.13 per share, which was the average of the closing market price during the 15-day trading period ending April 2, 2014), (iii) $5,000,000 (discounted to $3,694,000 at the date of acquisition) payable over five years for a non-compete agreement, (iv) $5,000,000 (discounted to $4,243,000 at the date of acquisition) payable over two years for a general indemnity holdback and (v) $10,481,000 (discounted to $9,616,000 at the date of acquisition) payable during the fiscal year ending June 30, 2015 for working capital and other adjustments. The Company funded the cash portion of the consideration using $50,000,000 of availability under the senior credit facility with a syndicate led by Wells Fargo, as amended, and $25,000,000 from a term loan with Credit Suisse AG, Singapore Branch (see Note 5). The allocations for the acquisitions in FY 2014 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values were as follows (in thousands): Intermodal Kookaburra September 10, 2013 Pinnacle Rental November 7, 2013 Lone Star April 7, 2014 Other Acquisitions Total Fair value of the net tangible assets acquired and liabilities assumed: Trade and other receivables $ — $ — $ 14,968 $ 164 $ 15,132 Inventories 496 50 6,035 1,046 7,627 Prepaid expenses and other — — 122 6 128 Property, plant and equipment 50 — 7,291 390 7,731 Lease fleet 3,479 5,271 33,338 2,213 44,301 Accounts payables and accrued liabilities (76 ) — (3,609 ) (41 ) (3,726 ) Unearned revenue and advance payments (35 ) (99 ) — (133 ) (267 ) Senior and other debt — — (1,238 ) — (1,238 ) Deferred tax liabilities — — — (974 ) (974 ) Total net tangible assets acquired and liabilities assumed 3,914 5,222 56,907 2,671 68,714 Fair value of intangible assets acquired: Non-compete agreement 385 231 5,000 207 5,823 Customer lists/relationships 83 184 17,900 427 18,594 Trade name — — 2,500 — 2,500 Goodwill 849 542 20,111 2,106 23,608 Total intangible assets acquired 1,317 957 45,511 2,740 50,525 Total purchase consideration $ 5,231 $ 6,179 $ 102,418 $ 5,411 $ 119,239 The accompanying consolidated statements of operations reflect the operating results of the Company following the date of acquisition of Lone Star and do not reflect the operating results of Lone Star prior to the acquisition date. The following unaudited pro forma information for FY 2014 assumes the acquisition of Lone Star occurred at the beginning of the period presented (in thousands, except per share data): FY 2014 (Unaudited) Revenues $ 325,821 Net income 19,494 Net income attributable to common stockholders 8,249 Net income per common share: Basic $ 0.32 Diluted 0.31 The pro forma results are not necessarily indicative of the results that may have actually occurred had the acquisition taken place on the dates noted, or the future financial position or operating results of the Company. In addition, they do not consider any potential impacts of current market conditions on revenues, any staff or related expense increases or efficiencies or asset dispositions. The pro forma adjustments are based upon available information and assumptions that the Company believes are reasonable as a result of the application of the purchase method of accounting and consist primarily of adjustments to depreciation and amortization of the fixed assets and identifiable intangible assets acquired, as well as to the interest expense on senior and other debt borrowings, along with the related income tax effect. Revenues and net income for Lone Star since the date of acquisition in FY 2014 totaled $14,658,000 and $1,990,000, respectively. The FY 2014 operating results of all other acquisitions prior to and since their respective dates of acquisition were not considered significant. FY 2015 Acquisitions On July 1, 2014, the Company, through Pac-Van, purchased the business of Black Angus Steel & Supply Co. and Bulkhead Express, LLC (“Black Angus”) for $4,861,000, which included the issuance of 16,002 shares of GFN common stock and a holdback amount of $1,468,000. Black Angus leases and sells containers from two locations in Texas. On October 20, 2014, the Company, through Pac-Van, purchased the business of LongVANS, Inc. (“LongVANS”) for $13,769,000, which included a holdback amount of $577,000. LongVANS designs, manufactures, leases and sells portable storage containers, portable security containers and modular office trailers from two locations in Wisconsin. On November 14, 2014, the Company, through Pac-Van, purchased the business of A-One Storage, LLC (“A-One”) for $8,308,000, which included a holdback amount of $779,000. A-One leases and sells storage containers, ground level offices (office containers), storage trailers and wheeled office trailers in Columbus, Ohio. On December 1, 2014, the Company, through Royal Wolf, purchased the business of YS Container Services (“YS Container”) for approximately $1,560,000 (AUS$1,833,000), which included a holdback amount of $147,000 (AUS$172,000). YS Container primarily leases and sells containers in Christchurch, New Zealand. On January 9, 2015, the Company, through Pac-Van, purchased the business of Bristlecone Ventures, LLC, doing business as “Falcon Containers” (“Falcon Containers”), for $7,090,000. Falcon Containers primarily leases and sells portable storage and office containers from its two locations in Austin and San Antonio, Texas. On February 20, 2015, the Company, through Pac-Van, purchased the business of AB-TK Leasing, Inc., doing business as “Chet-Jac Trailer Sales” (“Chet-Jac”), for approximately $1,039,000, which included a holdback amount of $100,000. Chet-Jac primarily leases and sells portable storage containers and storage trailers from Holts Summit, Missouri. On March 20, 2015, the Company, through Pac-Van, purchased the business of Budget Mobile Storage, LLC (“Budget Mobile Storage”), for $940,000, which included a holdback amount of $71,000. Budget Mobile Storage primarily leases and sells primarily portable storage containers in Des Moines, Iowa, Wichita, Kansas and the Quad Cities area surrounding Milan, Illinois. On June 10, 2015, the Company, through Royal Wolf, purchased the business of Ivan’s Container Hire (“Ivan’s Container”) for approximately $165,000 (AUS$217,000), which included a holdback amount of $10,000 (AUS$13,000). Ivan’s Container primarily leases and sells containers in Toowoomba, Queensland. The allocations for the acquisitions in FY 2015 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values were as follows (in thousands): Black Angus July 1, 2014 LongVANS October 20, 1014 A-One November 14, 2014 Falcon Containers January 9, 2015 Other Acquisitions Total Fair value of the net tangible assets acquired and liabilities assumed: Cash $ — $ — $ — $ 373 $ — $ 373 Trade and other receivables 139 631 — 256 1,026 Inventories — 22 — — 288 310 Prepaid expenses and other — 44 — — 16 60 Property, plant and equipment 249 609 302 255 89 1,504 Lease fleet 2,020 6,228 4,803 3,300 2,102 18,453 Accounts payables and accrued liabilities — (340 ) — (224 ) (32 ) (596 ) Unearned revenue and advance payments (84 ) (626 ) (299 ) (204 ) (53 ) (1,266 ) Deferred tax liabilities — — — (853 ) — (853 ) Total net tangible assets acquired and liabilities assumed 2,324 6,568 4,806 2,903 2,410 19,011 Fair value of intangible assets acquired: Non-compete agreement 261 728 160 406 260 1,815 Customer lists/relationships 851 1,400 972 633 589 4,445 Trade name — 453 — — — 453 Goodwill 1,425 4,620 2,370 3,148 445 12,008 Total intangible assets acquired 2,537 7,201 3,502 4,187 1,294 18,721 Total purchase consideration $ 4,861 $ 13,769 $ 8,308 $ 7,090 $ 3,704 $ 37,732 The operating results for the FY 2015 acquisitions prior to and since their respective dates of acquisition were not considered significant. FY 2016 Acquisitions On August 28, 2015, the Company, through Pac-Van, purchased the business of Mobile Storage Solutions of Mo., LLC (“MSS”) for $1,497,000, which included a deferred purchase price promissory note of $613,000, bearing interest at 2.00% per annum and due in January 2016, and a holdback amount of $139,000. MSS leased and sold storage and office containers and storage trailers in Springfield, Missouri. On October 16, 2015, the Company, through Pac-Van, purchased the container business of McKinney Trailer Rentals, Inc., d/b/a McKinney Container Rentals & Sales (“McKinney”), for $15,264,000, which included holdback and other adjustment amounts totaling $940,000. McKinney leased and sold storage (including refrigerated) containers and chassis and other units in the Seattle and Tacoma area. On October 29, 2015, the Company, through Royal Wolf, purchased the container business of Spacewise (Aust) Pty Limited (“Spacewise”), for $281,000 (AUS$390,000), which included holdback and other adjustment amounts totaling $56,000 (AUS$78,000). Spacewise is based in Sydney, New South Wales. On December 23, 2015, the Company, through Royal Wolf, purchased the container business of W.A. Container Services Pty Limited (“W.A. Container”), for $321,000 (AUS$439,000), which included holdback and other adjustment amounts totaling $66,000 (AUS$90,000). W.A. Container is based in Perth, West Australia. On February 19, 2016, the Company, through Pac-Van, purchased the container business of Box Service Company, Inc. (“BSC”) for $461,000, which included a holdback of $35,000. BSC is based in Houston, Texas. On April 4, 2016, the Company, through Pac-Van, purchased the container business of Aran Trading, Ltd. (“Aran”), for $4,755,000, which included a holdback of $500,000 paid to an escrow account. Aran, which is located in Salisbury, Massachusetts, leases and sells storage containers and trailers in the New England area. The allocations for the acquisitions in FY 2016 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values were as follows (in thousands): MSS August 28, 2015 McKinney October 16, 2015 Aran April 4, 2016 Other Acquisitions Total Fair value of the net tangible assets acquired and liabilities assumed: Trade and other receivables $ — $ 1,580 $ 97 $ — $ 1,677 Inventories — — — 23 23 Prepaid expenses and other — 8 — — 8 Property, plant and equipment 60 531 206 77 874 Lease fleet 933 6,278 2,897 730 10,838 Accounts payables and accrued liabilities — (984 ) — (22 ) (1,006 ) Unearned revenue and advance payments (27 ) (2 ) (175 ) (56 ) (260 ) Total net tangible assets acquired and liabilities assumed 966 7,411 3,025 752 12,154 Fair value of intangible assets acquired: Non-compete agreement 132 239 52 76 499 Customer lists/relationships 226 2,371 353 104 3,054 Other — 89 416 — 505 Goodwill 173 5,154 909 131 6,367 Total intangible assets acquired 531 7,853 1,730 311 10,425 Total purchase consideration $ 1,497 $ 15,264 $ 4,755 $ 1,063 $ 22,579 Revenues and net income for McKinney since the date of acquisition in FY 2016 totaled $7,494,000 and $1,219,000, respectively. The FY 2016 operating results of all acquisitions prior to and since their respective dates of acquisition were not considered significant. Goodwill recognized is attributable primarily to expected corporate synergies, the assembled workforce and other factors. In FY 2014, the goodwill recognized in the Harper’s Hot Shot, Canadian Storage, Intermodal Kookaburra and DBCS acquisitions is not deductible for U.S. income tax purposes, but all other goodwill recognized during FY 2014 is deductible. In FY 2015, the goodwill recognized in the Black Angus, LongVANS, A-One, Chet-Jac and Budget Mobile Storage acquisitions is deductible for U.S. income tax purposes, but the goodwill recognized in the Falcon Containers, YS Container and Ivan’s Container acquisitions is not. In FY 2016, the goodwill recognized in the Spacewise and W.A. Container acquisitions is not deductible for U.S. income tax purposes, but all other goodwill recognized during FY 2016 is deductible. The estimated fair value of the tangible and intangible assets acquired and liabilities assumed exceeded the purchase prices of Spacewise resulting in estimated bargain purchase gain of $72,000 in FY 2016. This gain has been recorded as non-operating income in the accompanying consolidated statements of operations. The Company incurred approximately $1,175,000 during FY 2014, $279,000 during FY 2015 and $422,000 during FY 2016 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. |