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 Regulation S-X. 10-K for Unless otherwise indicated, references to “FY 2019” and “FY 2020” are to the six months ended December 30, 2018 and 2019, respectively. Certain amounts have been reclassified or revised to conform with the current year presentation. The most significant are the rates disclosed at June 30, 2019 in the table for the open interest rate swap contract in Note 6. 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. Inventories Inventories are comprised of the following (in thousands): June 30, December 31, 2019 2019 Finished goods $ 25,576 $ 26,564 Work in progress 1,275 2,357 Raw materials 2,226 2,515 $ 29,077 $ 31,436 Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): Estimated Useful Life June 30, December 31, 2019 2019 Land — $ 2,168 $ 2,168 Building and improvements 10 — 40 years 4,893 4,893 Transportation and plant equipment (including finance lease assets) 3 — 20 years 47,433 49,046 Furniture, fixtures and office equipment 3 — 10 years 13,786 14,075 68,280 70,182 Less accumulated depreciation and amortization (45,385) (45,604) $ 22,895 $ 24,578 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, 2019 and December 31, 2019, the gross costs of the lease fleet were $598,757,000 and $617,108,000, 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. Pac-Van, The Company assesses the potential impairment of goodwill on an annual basis or if a determination is made based on a qualitative assessment that it is more likely than not (i.e., greater than 50%) that the fair value of the reporting unit is less than its carrying amount. The Company’s annual impairment assessment at June 30, 2019 concluded that the fair value of the goodwill of each of its reporting units was greater than their respective carrying amounts. 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 June 30, 2019 December 31, 2019 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Trademark and trade name $ 5,486 $ (453 ) $ 5,033 $ 5,486 $ (453 ) $ 5,033 Customer base and lists 31,069 (17,174 ) 13,895 30,753 (18,253 ) 12,500 Non-compete 8,782 (8,031 ) 751 8,654 (8,094 ) 560 Deferred financing costs 3,563 (2,290 ) 1,273 3,521 (2,481 ) 1,040 Other 4,328 (3,471 ) 857 2, 803 (2,193 ) 610 $ 53,228 $ (31,419 ) $ 21,809 $ 51,217 $ (31,474 ) $ 19,743 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 Quarter Ended December 31, Six Months Ended December 31, 2018 2019 2018 2019 Basic 29,907,679 30,253,075 28,649,451 30,229,164 Dilutive effect of common stock equivalents — 1,284,562 — 1,204,110 Diluted 29,907,679 31,537,637 28,649,451 31,433,274 Potential common stock equivalents totaling 2,188,412 for both the quarter ended December 31, 2018 and FY 2019, 756,411 and 836,863 for the quarter ended December 31, 2019 and FY 2020, respectively, and have been excluded from the computation of diluted earnings per share because the effect is anti-dilutive. 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 non-lease 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 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, 2018 and FY 2019 and the quarter ended December 31, 2019 and FY 2020 were $14,811,000 and $27,811,000 and $14,242,000 and $27,752,000, 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 on-site Non-Lease Non-lease 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, 2019 and December 31, 2019, we had approximately $22,671,000 and $29,028,000, 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. 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, 2019 and December 31, 2019, the Company had $219,331 and $206,260, 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, 2019 North America Leasing Pac-Van Lone Star Combined Manufacturing Corporate and Total Asia – 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 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 Leasing Pac-Van Lone Star Combined Manufacturing Corporate and Total Asia – 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 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 Quarter Ended December 31, 2018 North America Leasing Pac-Van Lone Star Combined Manufacturing Corporate and Total Asia – Consolidated Non-lease: Sales lease inventories and fleet $ 17,105 $ - $ 17,105 $ - $ - $ 17,105 $ 14,708 $ 31,813 Sales manufactured units - - - 3,617 (946) 2,671 - 2,671 Total non-lease 17,105 - 17,105 3,617 (946) 19,776 14,708 34,484 Leasing: Rental revenue 24,277 6,819 31,096 - (587) 30,509 12,868 43,377 Rental-related services 9,984 6,283 16,267 - - 16,267 3,865 20,132 Total leasing revenues 34,261 13,102 47,363 - (587) 46,776 16,733 63,509 Total revenues $ 51,366 $ 13,102 $ 64,468 $ 3,617 $ (1,533) $ 66,552 $ 31,441 $ 97,993 Six Months Ended December 31, 2018 North America Leasing Pac-Van Lone Star Combined Manufacturing Corporate and Total Asia – Consolidated Non-lease: Sales lease inventories and fleet $ 39,563 $ - $ 39,563 $ - $ - $ 39,563 $ 27,886 $ 67,449 Sales manufactured units - - - 7,934 (1,425) 6,509 - 6,509 Total non-lease 39,563 - 39,563 7,934 (1,425) 46,072 27,886 73,958 Leasing: Rental revenue 45,963 14,123 60,086 - (1,091) 58,995 25,086 84,081 Rental-related services 18,692 11,793 30,485 - - 30,485 7,261 37,746 Total leasing revenues 64,655 25,916 90,571 - (1,091) 89,480 32,347 121,827 Total revenues $ 104,218 $ 25,916 $ 130,134 $ 7,934 $ (2,516) $ 135,552 $ 60,233 $ 195,785 Implemented Accounting Pronouncement – Lease Accounting In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) off-balance No. 2016-02, “right-of-use” right-of-use No. 2016-02 The Company adopted ASU No. 2016-02 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 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 December 31, 2019 are as follows (in thousands): Year Ending December 31, 2020 $ 12,132 2021 10,541 2022 9,674 2023 8,169 2024 7,320 Thereafter 62,162 Total commitments 109,998 Less – interest (39,271) $ 70,727 Non-cancellable Year Ending June 30, 2020 $ 11,655 2021 9,198 2022 6,585 2023 4,992 2024 3,103 Thereafter 9,091 $ 44,624 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 Operating lease activity during the quarter ended December 31, 2019 and FY 2020 was as follows (in thousands): Quarter Six Months December 31, 2019 Expense: Short-term lease expense $ 898 $ 1,823 Fixed lease expense 3,267 6,490 Variable lease expense 467 730 Sublease income (1,286) (2,449) $ 3,346 $ 6,594 Cash paid and new or modified operating lease information: Operating cash flows from operating leases $ 3,028 $ 5,960 Net operating lease assets obtained in exchange for new or modified operating lease liabilities 2,328 3,709 The weighted-average remaining lease term and weighted average discount rate for operating leases at December 31, 2019 was 12.7 years and 6.5%, respectively. Rental expense on non-cancellable |