Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2016 | Nov. 03, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | GFN | |
Entity Registrant Name | General Finance CORP | |
Entity Central Index Key | 1,342,287 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,288,108 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Assets | ||
Cash and cash equivalents | $ 9,403 | $ 9,342 |
Trade and other receivables, net of allowance for doubtful accounts of $8,876 and $9,066 at June 30, 2016 and September 30, 2016, respectively | 40,503 | 38,067 |
Inventories | 38,874 | 34,609 |
Prepaid expenses and other | 9,555 | 9,366 |
Property, plant and equipment, net | 26,125 | 26,951 |
Lease fleet, net | 424,206 | 419,345 |
Goodwill | 103,985 | 102,546 |
Other intangible assets, net | 31,798 | 33,348 |
Total assets | 684,449 | 673,574 |
Liabilities | ||
Trade payables and accrued liabilities | 39,928 | 43,476 |
Income taxes payable | 175 | |
Unearned revenue and advance payments | 14,900 | 14,085 |
Senior and other debt, net | 365,729 | 352,220 |
Deferred tax liabilities | 39,319 | 39,006 |
Total liabilities | 459,876 | 448,962 |
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, 2016 and September 30, 2016 | 40,100 | 40,100 |
Common stock, $.0001 par value: 100,000,000 shares authorized; 26,218,772 and 26,221,772 shares issued and outstanding at June 30, 2016 and September 30, 2016, respectively | 3 | 3 |
Additional paid-in capital | 121,593 | 122,568 |
Accumulated other comprehensive loss | (12,682) | (14,129) |
Accumulated deficit | (11,225) | (10,010) |
Total General Finance Corporation stockholders' equity | 137,789 | 138,532 |
Equity of noncontrolling interests | 86,784 | 86,080 |
Total equity | 224,573 | 224,612 |
Total liabilities and equity | $ 684,449 | $ 673,574 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts on trade and other receivables | $ 9,066 | $ 8,876 |
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, liquidation value | $ 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 | 26,221,772 | 26,218,772 |
Common stock, shares outstanding | 26,221,772 | 26,218,772 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Sales: | ||
Lease inventories and fleet | $ 20,372 | $ 20,321 |
Manufactured units | 1,094 | 2,137 |
Total sales revenue | 21,466 | 22,458 |
Leasing | 41,332 | 41,328 |
Total revenues | 62,798 | 63,786 |
Costs and expenses | ||
Lease inventories and fleet (exclusive of the items shown separately below) | 13,832 | 14,545 |
Manufactured units | 1,412 | 2,824 |
Direct costs of leasing operations | 17,860 | 16,575 |
Selling and general expenses | 16,528 | 16,764 |
Depreciation and amortization | 9,503 | 9,079 |
Operating income | 3,663 | 3,999 |
Interest income | 23 | 17 |
Interest expense | (4,831) | (5,015) |
Foreign currency exchange gain (loss) and other | (95) | 108 |
Total costs and expenses | (4,903) | (4,890) |
Loss before provision for income taxes | (1,240) | (891) |
Provision (benefit) for income taxes | (496) | (356) |
Net loss | (744) | (535) |
Preferred stock dividends | (922) | (922) |
Noncontrolling interest | (471) | (563) |
Net loss attributable to common stockholders | $ (2,137) | $ (2,020) |
Net loss per common share: | ||
Basic | $ (0.08) | $ (0.08) |
Diluted | $ (0.08) | $ (0.08) |
Weighted average shares outstanding: | ||
Basic | 26,218,805 | 26,008,878 |
Diluted | 26,218,805 | 26,008,878 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income/Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (744) | $ (535) |
Other comprehensive income (loss): | ||
Change in fair value of interest rate swap, net of income tax effect | 129 | 30 |
Cumulative translation adjustment | 2,839 | (10,620) |
Total comprehensive income (loss) | 2,224 | (11,125) |
Allocated to noncontrolling interests | (1,992) | 4,446 |
Comprehensive income (loss) allocable to General Finance Corporation stockholders | $ 232 | $ (6,679) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income/Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Change in fair value of interest rate swap, income tax provision (benefit) | $ 12 | $ 24 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Equity (Unaudited) - 3 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total General Finance Corporation Stockholders' Equity [Member] | Equity of Noncontrolling Interests [Member] | Cumulative Preferred Stock [Member] |
Balance at June 30, 2016 at Jun. 30, 2016 | $ 224,612 | $ 3 | $ 122,568 | $ (14,129) | $ (10,010) | $ 138,532 | $ 86,080 | $ 40,100 |
Share-based compensation | (405) | (56) | (56) | (349) | ||||
Preferred stock dividends | (922) | (922) | (922) | |||||
Dividends and distributions by subsidiaries | (939) | (939) | ||||||
Issuance of shares of common stock | 3 | 3 | 3 | |||||
Net income (loss) | (744) | (1,215) | (1,215) | 471 | ||||
Fair value change in derivative, net of related tax effect | 129 | 66 | 66 | 63 | ||||
Cumulative translation adjustment | 2,839 | 1,381 | 1,381 | 1,458 | ||||
Total comprehensive loss | 2,224 | 232 | 1,992 | |||||
Ending Balance at Sep. 30, 2016 | $ 224,573 | $ 3 | $ 121,593 | $ (12,682) | $ (11,225) | $ 137,789 | $ 86,784 | $ 40,100 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Sep. 30, 2016shares | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of shares of common stock on exercises of stock options | 3,000 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Net cash provided by (used in) operating activities (Note 10) | $ (358) | $ 14,102 |
Cash flows from investing activities: | ||
Business acquisitions, net of cash acquired | (2,107) | (745) |
Proceeds from sales of property, plant and equipment | 18 | 295 |
Purchases of property, plant and equipment | (759) | (1,145) |
Proceeds from sales of lease fleet | 4,791 | 7,005 |
Purchases of lease fleet | (11,488) | (14,617) |
Other intangible assets | (104) | |
Net cash used in investing activities | (9,545) | (9,311) |
Cash flows from financing activities: | ||
Repayments of equipment financing activities | (126) | (131) |
Proceeds from senior and other debt borrowings, net | 11,265 | 2,657 |
Deferred financing costs | (54) | |
Proceeds from issuances of common stock | 3 | |
Dividends and distributions by subsidiaries | 0 | (233) |
Preferred stock dividends | (922) | (922) |
Net cash provided by financing activities | 10,220 | 1,317 |
Net increase (decrease) in cash | 317 | 6,108 |
Cash and equivalents at beginning of period | 9,342 | 3,716 |
The effect of foreign currency translation on cash | (256) | (1,107) |
Cash and equivalents at end of period | $ 9,403 | $ 8,717 |
Condensed Consolidated Statem10
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) AUD in Thousands, $ in Thousands | 3 Months Ended | |||
Sep. 30, 2016AUD | Sep. 30, 2016USD ($) | Sep. 30, 2015AUD | Sep. 30, 2015USD ($) | |
Statement of Cash Flows [Abstract] | ||||
Dividend to noncontrolling interest | AUD 1,230 | $ 939 | AUD 2,459 | $ 1,716 |
Business acquisition cost holdback and other adjustment | $ 222 | $ 752 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 90%-owned subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); over 50%-owned Royal Wolf Holdings Limited, an Australian corporation publicly traded on the Australian Securities Exchange (“RWH”), and its Australian and New Zealand subsidiaries (collectively, “Royal Wolf”); 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”). 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). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
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 Unless otherwise indicated, references to “FY 2016” and “FY 2017” are to the quarter ended September 30, 2015 and 2016, 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 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, September 30, 2016 2016 Finished goods $ 29,790 $ 33,473 Work in progress 2,298 2,792 Raw materials 2,521 2,609 $ 34,609 $ 38,874 Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): Estimated Useful Life June 30, September 30, 2016 2016 Land — $ 2,168 $ 2,168 Building and improvements 10 — 40 years 4,887 4,887 Transportation and plant equipment (including capital lease assets) 3 — 20 years 38,424 39,037 Furniture, fixtures and office equipment 3 — 10 years 9,531 9,833 55,010 55,925 Less accumulated depreciation and amortization (28,059) (29,800) $ 26,951 $ 26,125 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, 2016 and September 30, 2016, the gross costs of the lease fleet were $503,817,000 and $514,320,000, 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. 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. At March 31, 2016, the Company determined that qualitative factors in its North American leasing and manufacturing operations, pertaining primarily to conditions in the oil and gas market, required an update of the step one impairment analysis for Lone Star and Southern Frac. This updated analysis calculated that even though the excess of the estimated fair value of Lone Star over the carrying value of its invested capital declined, its implied value of goodwill was still greater than its carrying value. However, the Company determined that the implied value of Southern Frac’s goodwill was less than the carrying value of its goodwill, resulting in an impairment charge of $2,681,000 at March 31, 2016. At June 30, 2016, the annual step one impairment analysis performed on the North American reporting units, Pac-Van and Lone Star, calculated that the value of goodwill was still greater than its carrying value and that the amount by which the excess of the estimated fair values exceeded their respective carrying value of invested capital at that date was approximately 21% and 12%, respectively, of their book value. 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 (trademark and trade name) and finite (primarily customer base and lists, non-compete agreements and deferred financing costs), as follows (in thousands): June 30, 2016 September 30, 2016 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Trademark and trade name $ 5,486 $ (302 ) $ 5,184 $ 5,486 $ (378) $ 5,108 Customer base and lists 50,669 (30,064 ) 20,605 47,155 (27,300) 19,855 Non-compete agreements 14,169 (9,810 ) 4,359 9,199 (5,247) 3,952 Deferred financing costs 3,589 (2,381 ) 1,208 3,614 (2,607) 1,007 Other 3,447 (1,455 ) 1,992 3,502 (1,626) 1,876 $ 77,360 $ (44,012 ) $ 33,348 $ 68,956 $ (37,158) $ 31,798 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 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 were stock options. The following is a reconciliation of weighted average shares outstanding used in calculating earnings per common share: Quarter Ended September 30, 2015 2016 Basic 26,008,878 26,218,805 Assumed exercise of stock options — — Diluted 26,008,878 26,218,805 Potential common stock equivalents totaling 2,110,191 and 1,605,587 for FY 2016and FY 2017, respectively, have been excluded from the computation of diluted earnings per share because the effect is anti-dilutive. Recently Issued Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-03, Imputation of Interest (Subtopic 835-30). In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 , Revenue from Contracts with Customers Topic 606) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued No. ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments |
Equity Transactions
Equity Transactions | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
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, 2016 and September 30, 2016, 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, 2016 and September 30, 2016, the Company had outstanding 400,000 shares of Series C Preferred Stock with an aggregate liquidation preference totaling $40,620,000. Dividends on the Series C Preferred Stock are cumulative from the date of original issue and will be payable on the 31 st th Dividends As of September 30, 2016, since issuance, dividends paid or payable totaled $79,000 for the Series B Preferred Stock and dividends paid totaled $11,710,000 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. Royal Wolf Dividends On August 12, 2015, the Board of Directors of Royal Wolf declared a dividend of AUS$0.05 per RWH share payable on October 2, 2015 to shareholders of record on September 17, 2015. On August 10, 2016, the Board of Directors of Royal Wolf declared a dividend of AUS$0.025 per RWH share payable on October 4, 2016 to shareholders of record on September 16, 2016. The consolidated financial statements reflect the amount of the dividends pertaining to the noncontrolling interest. |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
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. On July 22, 2016, the Company, through Pac-Van, purchased the container business of The Great Container Company, Ltd. (“GCC”), for $662,000 (C$869,000), which included holdback and other adjustment amounts totaling $102,000 (C$133,000). GCC is located in Vancouver, British Columbia. On July 27, 2016, the Company, through Pac-Van, purchased the business of Container Systems Storage, Inc. (“CSS”), for $1,667,000, which included holdback and other adjustment amounts totaling approximately $120,000. CSS, which is located in Yakima, Washington, leases and sells storage containers in the state of Washington and in northern Oregon. The preliminary allocation for the acquisition in FY 2017 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values was as follows (in thousands): GCC July 22, 2016 CSS July 27, 2016 Total Fair value of the net tangible assets acquired and liabilities assumed: Trade and other receivables $ 5 $ 57 $ 62 Inventories 66 211 277 Property, plant and equipment 23 44 67 Lease fleet 352 615 967 Accounts payables and accrued liabilities — (7) (7) Unearned revenue and advance payments (21) (36) (57) Deferred income taxes — (241) (241) Total net tangible assets acquired and liabilities assumed 425 643 1,068 Fair value of intangible assets acquired: Non-compete agreement 21 29 50 Customer lists/relationships 138 312 450 Goodwill 78 683 761 Total intangible assets acquired 237 1,024 1,261 Total purchase consideration $ 662 $ 1,667 $ 2,329 The FY 2017 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. The goodwill recognized in both the GCC and CSS acquisitions are not deductible for U.S. income tax purposes. The Company incurred approximately $44,000 during FY 2016 and $17,000 during FY 2017 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 | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Senior and Other Debt | Note 5. Senior and Other Debt Asia-Pacific Leasing Senior Credit Facility Royal Wolf has a $133,627,000 (AUS$175,000,000) 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”). Under the common deed arrangement of the ANZ/CBA Credit Facility, ANZ’s proportionate share of the borrowing capacity is $80,176,000 (AUS$105,000,000) and CBA’s proportionate share is $53,451,000 (AUS$70,000,000). The ANZ/CBA Credit Facility has $95,448,000 (AUS$125,000,000) maturing on July 31, 2017 (Facility A), and $38,179,000 (AUS$50,000,000) maturing on July 31, 2019 (Facility B). Borrowings under the ANZ/CBA Credit Facility bear interest at the bank bill swap interest rate in Australia (“BBSY”) or New Zealand (“BKBM”), plus a margin of 1.10% - 2.10% per annum on Facility A and 1.35% - 2.40% on Facility B, depending on the net debt leverage ratio (“NDLR”), as defined. The CBA proportionate share has a minimum margin that is 0.10% higher than the ANZ proportionate share. At September 30, 2016, the 30-day and 90-day BBSY and BKBM were 1.665% and 1.79% and 2.215% and 2.25%, respectively. The ANZ/CBA Credit Facility also includes a $2,291,000 (AUS$3,000,000) sub-facility to, among other things, facilitate direct and global payments using electronic banking services. The ANZ/CBA Credit Facility, as amended, is subject to certain financial and other customary covenants, including, among other things, compliance with specified interest coverage and net debt ratios based on earnings before interest, income taxes, impairment, depreciation and amortization and other non-operating costs and income (“EBITDA”) on a semi-annual basis and that borrowings may not exceed a multiple of 3.5 times EBITDA, as defined, through June 30, 2016, and 3.25 times EBITDA thereafter. At September 30, 2016, total borrowings and availability under the ANZ/CBA Credit Facility totaled $82,487,000 (AUS$108,027,000) and $15,711,000 (AUS$20,576,000), respectively. Of the total borrowings, $80,452,000 (AUS$105,362,000) is drawn under Facility A and $2,035,000 (AUS$2,665,000) is drawn under Facility B. The above amounts were translated based upon the exchange rate of one Australian dollar to $0.76358 U.S. dollar at September 30, 2016. North America Senior Credit Facility The North America leasing (Pac-Van and Lone Star) and manufacturing operations (Southern Frac) have a combined $232,000,000 senior secured revolving credit facility, as amended, with a syndicate led by Wells Fargo Bank, National Association (“Wells Fargo”) that also includes HSBC Bank USA, NA, the Private Bank and Trust Company, Capital One Business Credit Corp. and OneWest Bank N.A. (the “Wells Fargo Credit Facility”). The Wells Fargo Credit Facility, which matures on September 7, 2017, effectively not only finances the Company’s North American operations, but also the funding requirements for the Series C Preferred Stock (see Note 3), the term loan with Credit Suisse and the publicly-traded unsecured senior notes (see below). The Wells Fargo Credit Facility includes a $20,000,000 real estate sub-facility to allow the borrowers (including GFNRC) to acquire real estate as collateral. In addition, subject to certain conditions, the amount that may be borrowed under the Wells Fargo Credit Facility may increase by $20,000,000 to a maximum of $252,000,000. 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; (b) the lesser of $3,125,000 for the term loan with Credit Suisse or the actual annual interest to be paid; and (c) $6,120,000 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 $5,000,000 or more under the Wells Fargo Credit Facility; (iv) the fixed charge coverage ratio, as defined, will be greater than 1.25 to 1.00; and (v) the dividends are paid no earlier than ten business days prior to the date they are due. Borrowings under the Wells Fargo Credit Facility accrue interest, at the Company’s option, either at the base rate, plus 0.5% and a range of 1.00% to 1.50%, or the LIBOR rate, plus 1.0% and a range of 2.50% to 3.00%. Borrowings under the $20,000,000 real estate sub-facility accrue interest, at the Company’s option, either at the base rate, plus a range of 1.50% to 2.00%, or the LIBOR rate, plus a range of 3.0% to 3.50%. 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 covenant that would require repayment upon a change in control, as defined. At September 30, 2016, borrowings and availability under the Wells Fargo Credit Facility totaled $193,104,000 and $23,255,000, respectively. Credit Suisse Term Loan On March 31, 2014, the Company entered into a $25,000,000 facility agreement, as amended, with Credit Suisse (“Credit Suisse Term Loan”) as part of the financing for the acquisition of Lone Star and, on April 3, 2014, the Company borrowed the $25,000,000 available to it. The Credit Suisse Term Loan provides that the amount borrowed will bear interest at LIBOR plus 7.50% per year, will be payable quarterly and that all principal and interest will mature on July 1, 2017. In addition, the Credit Suisse Term Loan is secured by a first ranking pledge over substantially all shares of RWH owned by GFN U.S., requires a certain coverage maintenance ratio in U.S. dollars based on the value of the RWH shares and, among other things, that an amount equal to six-months interest be deposited in an interest reserve account pledged to secure repayment of all amounts borrowed. The Company has repaid, prior to maturity, $15,000,000 of the outstanding borrowings of the Credit Suisse Term Loan and, as of September 30, 2016, $9,898,000 remained outstanding, net of unamortized debt issuance costs of $102,000. Senior Notes The Company has outstanding publicly-traded senior notes (the “Senior Notes”) in an aggregate principal amount of $72,000,000 ($70,000,000, net of unamortized debt issuance costs of $2,000,000 at September 30, 2016). The Senior Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof and pursuant to the First Supplemental Indenture (the “First Supplemental Indenture”) dated as of June 18, 2014 by and between the Company and Wells Fargo, as trustee (the “Trustee”). The First Supplemental Indenture supplements the Indenture entered into by and between the Company and the Trustee dated as of June 18, 2014 (the “Base Indenture” and, together with the First Supplemental Indenture, the “Indenture”). The Senior Notes bear interest at the rate of 8.125% per annum, mature on July 31, 2021 and are not subject to any sinking fund. Interest on the Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31, commencing on July 31, 2014. The Senior Notes rank equally in right of payment with all of the Company’s existing and future unsecured senior debt and senior in right of payment to all of its existing and future subordinated debt. The Senior Notes are effectively subordinated to any of the Company’s existing and future secured debt, to the extent of the value of the assets securing such debt. The Senior Notes are structurally subordinated to all existing and future liabilities of the Company’s subsidiaries and are not guaranteed by any of the Company’s subsidiaries. The Company may, at its option, prior to July 31, 2017, redeem the Senior Notes in whole or in part upon the payment of 100% of the principal amount of the Senior Notes being redeemed plus any additional amount required by the Indenture. In addition, the Company may from time to time redeem up to 35% of the aggregate outstanding principal amount of the Senior Notes before July 31, 2017 with the net cash proceeds from certain equity offerings at a redemption price of 108.125% of the principal amount plus accrued and unpaid interest. If the Company sells certain of its assets or experiences specific kinds of changes in control, as defined, it must offer to redeem the Senior Notes. The Company may, at its option, at any time and from time to time, on or after July 31, 2017, redeem the Senior Notes in whole or in part. The Senior Notes will be redeemable at a redemption price initially equal to 106.094% of the principal amount of the Senior Notes (and which declines each year on July 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 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 Senior Notes are listed on NASDAQ under the symbol “GFNSL.” Other At September 30, 2016, other debt totaled $10,240,000. The Company was in compliance with the financial covenants under all its credit facilities as of September 30, 2016. The weighted-average interest rate in the Asia-Pacific area was 5.5% and 5.0% in FY 2016 and FY 2017, respectively; which does not include the effect of translation, interest rate swap contracts and options and the amortization of deferred financing costs. The weighted-average interest rate in North America was 4.9% in both FY 2016 and FY 2017, respectively, which does not include the effect of the amortization of deferred financing costs and accretion of interest. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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, 2016 September 30, 2016 Swap Contracts and Options (Caps and Collars) Trade payables and accrued liabilities $ 871 $ 710 Forward-Exchange Contracts Trade payables and accrued liabilities 255 198 Type of Derivative Contract Statement of Operations Classification Quarter Ended Quarter Ended Forward-Exchange Contracts Unrealized foreign currency exchange gain (loss) and other $ 762 $ 81 Interest Rate Swap Contracts 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 enters into interest rate swaps and interest rate options, in which the Company agrees 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 are designated to hedge changes in the interest rate of a portion of the outstanding borrowings in the Asia-Pacific area. In August 2012, the Company entered into an interest swap contract that was designated as a cash flow hedge. This cash flow hedge was determined to be highly effective and, therefore, changes in the fair value of the effective portion were recorded in accumulated other comprehensive income. The Company expects this derivative to remain effective during the term of the swap; however, any changes in the portion of the hedge considered ineffective would be recorded in interest expense in the consolidated statement of operations. There was no ineffective portion recorded in FY 2016 and FY 2017. The Company’s interest rate derivative instruments are not traded on a market exchange; therefore, the fair values are 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, 2016 and September 30, 2016, there was one open interest rate swap contract that was designated as a cash flow hedge and matures in June 2017, as follows (dollars in thousands): June 30, 2016 September 30, 2016 Swap Option (Cap) Swap Option Notional amounts $ 37,213 $ — $ 38,179 $ — Fixed/Strike Rates 3.98% — 3.98% — Floating Rates 1.90% — 1.665% — Fair Value of Combined Contracts $ (871) $ — $ (710) $ — 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, 2016, there were 49 open forward exchange contracts that mature between July 2016 and November 2016; and as of September 30, 2016, there were 28 open forward exchange contracts that mature between October 2016 and December 2016, as follows (dollars in thousands): June 30, 2016 September 30, 2016 Forward Exchange Participating Forward Forward Exchange Participating Forward Notional amounts $ 8,617 $ — $ 5,337 $ — Exchange/Strike Rates (AUD to USD) 0.6460 – 0.7803 — 0.66349 – 0.76146 — Fair Value of Combined Contracts $ (255) $ — $ (198) $ — In FY 2016 and FY 2017, net unrealized and realized foreign exchange gains (losses) totaled $(654,000) and $5,000 and $(153,000) and $(17,000), respectively. Fair Value of Other Financial Instruments The fair value of the Company’s borrowings under the Senior Notes was determined based on a Level 1 input and for borrowings under its senior credit facilities and Credit Suisse Term Loan 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 of 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, 2016 was determined to be approximately $336,901,000. The Company also determined that the fair value of its other debt of $8,818,000 at June 30, 2016, approximated or would not vary significantly from their carrying values. The Company believes that market conditions at September 30, 2016 have not changed significantly from June 30, 2016. Therefore, the proportion of the fair value to the carrying value of the Company’s senior credit facilities and other debt at September 30, 2016 would not vary significantly from the proportion determined at June 30, 2016. Under the provisions of FASB ASC Topic 825, Financial Instruments, |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
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 chief executive officer 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 its option to renew the lease for an additional five-year term commencing February 1, 2013. Rental payments were $28,000 in both FY 2016 and FY 2017. The premises of Pac-Van’s Las Vegas branch is owned by and leased from the acting branch manager through December 31, 2014, with the right for an additional two-year extension through December 31, 2016. On December 29, 2014, the Company extended the lease for the additional two years. Rental payments on this lease totaled $30,000 during both FY 2016 and FY 2017. |
Equity Plans
Equity Plans | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 will expire on December 10, 2019. The Predecessor Plans and the 2014 Plan are referred to collectively as the “Stock Incentive Plan.” There have been no grants or awards of restricted stock units, stock appreciation rights, performance stock or performance units under 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”) and non-vested equity shares. At September 30, 2016, 1,047,610 shares remained available for grant. Since inception, the range of the fair value of the stock options granted (other than to non-employee consultants) and the assumptions used are as follows: Fair value of stock options $0.81 - $6.35 Assumptions used: Risk-free interest rate 1.19% - 4.8% Expected life (in years) 7.5 Expected volatility 26.5% - 84.6% Expected dividends — At September 30, 2016, 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 2017 follows: Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Outstanding at June 30, 2016 2,183,224 $ 5.30 Granted — — Exercised (3,000) 1.06 Forfeited or expired (226,667) 7.29 Outstanding at September 30, 2016 1,953,557 $ 5.08 4.9 Vested and expected to vest at September 30, 2016 1,953,557 $ 5.08 4.9 Exercisable at September 30, 2016 1,622,523 $ 4.96 4.1 At September 30, 2016, outstanding time-based options and performance-based options totaled 1,184,847 and 768,710, respectively. Also at that date, the Company’s market price for its common stock was $4.50 per share, which was below the exercise prices of approximately 54% of the outstanding stock options. The intrinsic value of the outstanding stock options at that date was $1,566,000. Share-based compensation of $6,773,000 related to stock options has been recognized in the consolidated statements of operations, with a corresponding benefit to equity, from inception through September 30, 2016. At that date, there remains $969,000 of unrecognized compensation expense to be recorded on a straight-line basis over the remaining weighted-average vesting period of 1.9 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 an increase to additional paid-in capital. A summary of the Company’s non-vested equity share activity follows: Shares Weighted- Nonvested at June 30, 2016 373,507 $ 4.20 Granted — — Vested (110,500) 4.43 Forfeited — — Nonvested at September 30, 2016 263,007 $ 4.10 Share-based compensation of $1,648,000 related to non-vested equity shares has been recognized in the consolidated statements of operations, with a corresponding benefit to equity, from inception through September 30, 2016. At that date, there remains $822,000 of unrecognized compensation expense to be recorded on a straight-line basis over the remaining vesting period of over approximately 0.24 years – 2.75 years for the non-vested equity shares. Royal Wolf Long Term Incentive Plan Royal Wolf established the Royal Wolf Long Term Incentive Plan (the “LTI Plan”) in conjunction with its initial public offering in May 2011. Under the LTI Plan, the RWH Board of Directors may grant, at its discretion, options, performance rights and/or restricted shares of RWH capital stock to Royal Wolf employees and executive directors. Vesting terms and conditions may be up to four years and, generally, will be subject to performance criteria based primarily on enhancing shareholder returns using a number of key financial benchmarks, including EBITDA. In addition, unless the RWH Board determines otherwise, if an option, performance right or restricted share has not lapsed or been forfeited earlier, it will terminate at the seventh anniversary from the date of grant. It is intended that up to one percent of RWH’s outstanding capital stock will be reserved for grant under the LTI Plan and a trust will be established to hold RWH shares for this purpose. However, so long as the Company holds more than 50% of the outstanding shares of RWH capital stock, RWH shares reserved for grant under the LTI Plan are required to be purchased in the open market unless the Company agrees otherwise. The LTI Plan, among other provisions, does not permit the transfer, sale, mortgage or encumbering of options, performance rights and restricted shares without the prior approval of the RWH Board. In the event of a change of control, the RWH Board, at its discretion, will determine whether, and how many, unvested options, performance rights and restricted shares will vest. In addition, if, in the RWH Board’s opinion, a participant acts fraudulently or dishonestly or is in breach of his obligations to Royal Wolf, the RWH Board may deem any options, performance rights and restricted shares held by or reserved for the participant to have lapsed or been forfeited. As of September 30, 2016, Royal Wolf has granted, net of forfeitures, 1,288,841 performance rights to key management personnel under the LTI Plan. Also, as of September 30, 2016, 642,582 of the performance rights have been converted into RWH capital stock through purchases in the open market. In FY 2016 and FY 2017, share-based compensation of $131,000 and $(716,000), respectively, related to the LTI Plan has been recognized in the consolidated statements of operations, with a corresponding offset to equity. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies The Company is not involved in any material lawsuits or claims arising out of the normal course of business. The nature of its business is such that disputes can occasionally arise with employees, vendors (including suppliers and subcontractors) and customers over warranties, contract specifications and contract interpretations among other things. The Company assesses these matters on a case-by-case basis as they arise. Reserves are established, as required, based on its assessment of its exposure. The Company has insurance policies to cover general liability and workers compensation-related claims. In the opinion of management, the ultimate amount of liability not covered by insurance under pending litigation and claims, if any, will not have a material adverse effect on our financial position, operating results or cash flows. |
Cash Flows from Operating Activ
Cash Flows from Operating Activities and Other Financial Information | 3 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Cash Flows from Operating Activities and Other Financial Information | Note 10. Cash Flows from Operating Activities and Other Financial Information The following table provides a detail of cash flows from operating activities (in thousands): Quarter Ended September 30, 2016 2017 Cash flows from operating activities Net loss $ (535) $ (744) Adjustments to reconcile net income to cash flows from operating activities: Gain on sales and disposals of property, plant and equipment (14) (8) Loss (gain) on sales of lease fleet (2,138) 547 Unrealized foreign exchange loss 654 153 Unrealized gain on forward exchange contracts (762) (81) Depreciation and amortization 9,286 9,701 Amortization of deferred financing costs 387 348 Accretion of interest 147 66 Share-based compensation expense 626 (405) Deferred income taxes (1,139) (1,818) Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): Trade and other receivables, net 1,969 (1,201) Inventories (7,763) (3,403) Prepaid expenses and other (1,548) (227) Trade payables, accrued liabilities and unearned revenues 15,340 (3,286) Income taxes (408) — Net cash provided by operating activities $ 14,102 $ (358) |
Segment Reporting
Segment Reporting | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
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, 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 and goodwill; as attributed to its geographic and operating segments (in thousands): Quarter Ended September 30, 2016 North America Leasing Pac-Van Lone Star Combined Manufacturing Corporate Total Asia – Pacific Consolidated Revenues: Sales $ 10,430 $ - $ 10,430 $ 1,651 $ (557) $ 11,524 $ 9,942 $ 21,466 Leasing 23,349 3,820 27,169 - (53) 27,116 14,216 41,332 $ 33,779 $ 3,820 $ 37,599 $ 1,651 $ (610) $ 38,640 $ 24,158 $ 62,798 Share-based compensation $ 75 $ 10 $ 85 $ 22 $ 204 $ 311 $ (716) $ (405) Depreciation and amortization $ 3,456 $ 2,425 $ 5,881 $ 198 $ (186) $ 5,893 $ 3,808 $ 9,701 Operating income $ 4,052 $ (1,446) $ 2,606 $ (618) $ (1,188) $ 800 $ 2,863 $ 3,663 Interest income $ - $ - $ - $ - $ 8 $ 8 $ 15 $ 23 Interest expense $ 1,644 $ 281 $ 1,925 $ 81 $ 1,809 $ 3,815 $ 1,016 $ 4,831 Additions to long-lived assets $ 7,642 $ 4 $ 7,646 $ - $ (74) $ 7,572 $ 4,675 $ 12,247 At September 30, 2016 Long-lived assets $ 243,344 $ 56,897 $ 300,241 $ 3,119 $ (10,909) $ 292,451 $ 157,880 $ 450,331 Goodwill $ 55,867 $ 20,782 $ 76,649 $ - $ - $ 76,649 $ 27,336 $ 103,985 At June 30, 2016 Long-lived assets $ 239,459 $ 58,492 $ 297,951 $ 3,318 $ (10,975) $ 290,294 $ 156,002 $ 446,296 Goodwill $ 55,122 $ 20,782 $ 75,904 $ - $ - $ 75,904 $ 26,642 $ 102,546 Quarter Ended September 30, 2015 North America Leasing Pac-Van Lone Star Combined Manufacturing Corporate Total Asia – Pacific Consolidated Revenues: Sales $ 9,253 $ - $ 9,253 $ 2,165 $ (28) $ 11,390 $ 11,068 $ 22,458 Leasing 20,794 6,965 27,759 - (33) 27,726 13,602 41,328 $ 30,047 $ 6,965 $ 37,012 $ 2,165 $ (61) $ 39,116 $ 24,670 $ 63,786 Share-based compensation $ 102 $ 10 $ 112 $ 37 $ 346 $ 495 $ 131 $ 626 Depreciation and amortization $ 3,064 $ 2,672 $ 5,736 $ 266 $ (187) $ 5,815 $ 3,471 $ 9,286 Operating income $ 3,676 $ 110 $ 3,786 $ (1,147) $ (1,336) $ 1,303 $ 2,696 $ 3,999 Interest income $ - $ - $ - $ - $ - $ - $ 17 $ 17 Interest expense $ 1,337 $ 398 $ 1,735 $ 58 $ 1,956 $ 3,749 $ 1,266 $ 5,015 Additions to long-lived assets $ 10,717 $ 98 $ 10,815 $ 9 $ 1 $ 10,825 $ 4,937 $ 15,762 Intersegment net revenues from Southern Frac to the North American leasing operations totaled $28,000 and $557,000 during FY 2016 and FY 2017, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On October 14, 2016, the Company announced that its Board of Directors declared a cash dividend of $2.30 per share on the Series C Preferred Stock (see Note 3). The dividend is for the period commencing on July 31, 2016 through October 30, 2016, and is payable on October 31, 2016 to holders of record as of October 30, 2016. Subsequent to September 30, 2016, an appraisal performed under the Wells Fargo Credit Facility reduced the estimated orderly liquidation value of the lease fleet, particularly mobile offices and modular buildings, used as collateral for the Wells Fargo Credit Facility, and the availability to borrow under this facility was reduced to approximately $2,200,000 at October 28, 2016. Senior management believes that future steps to be taken by the Company to manage its business and working with Wells Fargo will increase the amount of borrowing availability. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
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 Unless otherwise indicated, references to “FY 2016” and “FY 2017” are to the quarter ended September 30, 2015 and 2016, 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 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 Inventories are comprised of the following (in thousands): June 30, September 30, 2016 2016 Finished goods $ 29,790 $ 33,473 Work in progress 2,298 2,792 Raw materials 2,521 2,609 $ 34,609 $ 38,874 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): Estimated Useful Life June 30, September 30, 2016 2016 Land — $ 2,168 $ 2,168 Building and improvements 10 — 40 years 4,887 4,887 Transportation and plant equipment (including capital lease assets) 3 — 20 years 38,424 39,037 Furniture, fixtures and office equipment 3 — 10 years 9,531 9,833 55,010 55,925 Less accumulated depreciation and amortization (28,059) (29,800) $ 26,951 $ 26,125 |
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, 2016 and September 30, 2016, the gross costs of the lease fleet were $503,817,000 and $514,320,000, 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 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. At March 31, 2016, the Company determined that qualitative factors in its North American leasing and manufacturing operations, pertaining primarily to conditions in the oil and gas market, required an update of the step one impairment analysis for Lone Star and Southern Frac. This updated analysis calculated that even though the excess of the estimated fair value of Lone Star over the carrying value of its invested capital declined, its implied value of goodwill was still greater than its carrying value. However, the Company determined that the implied value of Southern Frac’s goodwill was less than the carrying value of its goodwill, resulting in an impairment charge of $2,681,000 at March 31, 2016. At June 30, 2016, the annual step one impairment analysis performed on the North American reporting units, Pac-Van and Lone Star, calculated that the value of goodwill was still greater than its carrying value and that the amount by which the excess of the estimated fair values exceeded their respective carrying value of invested capital at that date was approximately 21% and 12%, respectively, of their book value. 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 (trademark and trade name) and finite (primarily customer base and lists, non-compete agreements and deferred financing costs), as follows (in thousands): June 30, 2016 September 30, 2016 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Trademark and trade name $ 5,486 $ (302 ) $ 5,184 $ 5,486 $ (378) $ 5,108 Customer base and lists 50,669 (30,064 ) 20,605 47,155 (27,300) 19,855 Non-compete agreements 14,169 (9,810 ) 4,359 9,199 (5,247) 3,952 Deferred financing costs 3,589 (2,381 ) 1,208 3,614 (2,607) 1,007 Other 3,447 (1,455 ) 1,992 3,502 (1,626) 1,876 $ 77,360 $ (44,012 ) $ 33,348 $ 68,956 $ (37,158) $ 31,798 |
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 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 were stock options. The following is a reconciliation of weighted average shares outstanding used in calculating earnings per common share: Quarter Ended September 30, 2015 2016 Basic 26,008,878 26,218,805 Assumed exercise of stock options — — Diluted 26,008,878 26,218,805 Potential common stock equivalents totaling 2,110,191 and 1,605,587 for FY 2016and FY 2017, 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 April 2015, the FASB issued ASU No. 2015-03, Imputation of Interest (Subtopic 835-30). In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 , Revenue from Contracts with Customers Topic 606) In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued No. ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments |
Preferred Stock | 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. |
Fair Value Measurements | 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. |
Stock option or incentive stock option | 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 an increase to additional paid-in capital. |
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). |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following (in thousands): June 30, September 30, 2016 2016 Finished goods $ 29,790 $ 33,473 Work in progress 2,298 2,792 Raw materials 2,521 2,609 $ 34,609 $ 38,874 |
Property, Plant and Equipment | Property, plant and equipment consist of the following (in thousands): Estimated Useful Life June 30, September 30, 2016 2016 Land — $ 2,168 $ 2,168 Building and improvements 10 — 40 years 4,887 4,887 Transportation and plant equipment (including capital lease assets) 3 — 20 years 38,424 39,037 Furniture, fixtures and office equipment 3 — 10 years 9,531 9,833 55,010 55,925 Less accumulated depreciation and amortization (28,059) (29,800) $ 26,951 $ 26,125 |
Schedule of Other Intangible Assets | Other intangible assets include those with indefinite (trademark and trade name) and finite (primarily customer base and lists, non-compete agreements and deferred financing costs), as follows (in thousands): June 30, 2016 September 30, 2016 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Trademark and trade name $ 5,486 $ (302 ) $ 5,184 $ 5,486 $ (378) $ 5,108 Customer base and lists 50,669 (30,064 ) 20,605 47,155 (27,300) 19,855 Non-compete agreements 14,169 (9,810 ) 4,359 9,199 (5,247) 3,952 Deferred financing costs 3,589 (2,381 ) 1,208 3,614 (2,607) 1,007 Other 3,447 (1,455 ) 1,992 3,502 (1,626) 1,876 $ 77,360 $ (44,012 ) $ 33,348 $ 68,956 $ (37,158) $ 31,798 |
Reconciliation of Weighted Average Shares Outstanding | The following is a reconciliation of weighted average shares outstanding used in calculating earnings per common share: Quarter Ended September 30, 2015 2016 Basic 26,008,878 26,218,805 Assumed exercise of stock options — — Diluted 26,008,878 26,218,805 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Fair Market Values of Tangible and Intangible Assets and Liabilities | The preliminary allocation for the acquisition in FY 2017 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values was as follows (in thousands): GCC July 22, 2016 CSS July 27, 2016 Total Fair value of the net tangible assets acquired and liabilities assumed: Trade and other receivables $ 5 $ 57 $ 62 Inventories 66 211 277 Property, plant and equipment 23 44 67 Lease fleet 352 615 967 Accounts payables and accrued liabilities — (7) (7) Unearned revenue and advance payments (21) (36) (57) Deferred income taxes — (241) (241) Total net tangible assets acquired and liabilities assumed 425 643 1,068 Fair value of intangible assets acquired: Non-compete agreement 21 29 50 Customer lists/relationships 138 312 450 Goodwill 78 683 761 Total intangible assets acquired 237 1,024 1,261 Total purchase consideration $ 662 $ 1,667 $ 2,329 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments at Fair Value, Classification in Consolidated Balances Sheets | 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, 2016 September 30, 2016 Swap Contracts and Options (Caps and Collars) Trade payables and accrued liabilities $ 871 $ 710 Forward-Exchange Contracts Trade payables and accrued liabilities 255 198 |
Derivative Instruments at Fair Value, Statements of Operations | Type of Derivative Contract Statement of Operations Classification Quarter Ended Quarter Ended Forward-Exchange Contracts Unrealized foreign currency exchange gain (loss) and other $ 762 $ 81 |
Open Interest Rate Swap Contract | As of June 30, 2016 and September 30, 2016, there was one open interest rate swap contract that was designated as a cash flow hedge and matures in June 2017, as follows (dollars in thousands): June 30, 2016 September 30, 2016 Swap Option (Cap) Swap Option Notional amounts $ 37,213 $ — $ 38,179 $ — Fixed/Strike Rates 3.98% — 3.98% — Floating Rates 1.90% — 1.665% — Fair Value of Combined Contracts $ (871) $ — $ (710) $ — |
Open Forward Exchange and Participating Forward Contracts | As of June 30, 2016, there were 49 open forward exchange contracts that mature between July 2016 and November 2016; and as of September 30, 2016, there were 28 open forward exchange contracts that mature between October 2016 and December 2016, as follows (dollars in thousands): June 30, 2016 September 30, 2016 Forward Exchange Participating Forward Forward Exchange Participating Forward Notional amounts $ 8,617 $ — $ 5,337 $ — Exchange/Strike Rates (AUD to USD) 0.6460 – 0.7803 — 0.66349 – 0.76146 — Fair Value of Combined Contracts $ (255) $ — $ (198) $ — |
Equity Plans (Tables)
Equity Plans (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Fair Value of Stock Options Granted | 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 — |
Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information for FY 2017 follows: Number of Weighted- Weighted- Average Remaining Contractual Term (Years) Outstanding at June 30, 2016 2,183,224 $ 5.30 Granted — — Exercised (3,000) 1.06 Forfeited or expired (226,667) 7.29 Outstanding at September 30, 2016 1,953,557 $ 5.08 4.9 Vested and expected to vest at September 30, 2016 1,953,557 $ 5.08 4.9 Exercisable at September 30, 2016 1,622,523 $ 4.96 4.1 |
Summary of Non-Vested Equity Share Activity | A summary of the Company’s non-vested equity share activity follows: Shares Weighted- Nonvested at June 30, 2016 373,507 $ 4.20 Granted — — Vested (110,500) 4.43 Forfeited — — Nonvested at September 30, 2016 263,007 $ 4.10 |
Cash Flows from Operating Act28
Cash Flows from Operating Activities and Other Financial Information (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Text Block [Abstract] | |
Summary of Cash Flows from Operating Activities | The following table provides a detail of cash flows from operating activities (in thousands): Quarter Ended September 30, 2016 2017 Cash flows from operating activities Net loss $ (535) $ (744) Adjustments to reconcile net income to cash flows from operating activities: Gain on sales and disposals of property, plant and equipment (14) (8) Loss (gain) on sales of lease fleet (2,138) 547 Unrealized foreign exchange loss 654 153 Unrealized gain on forward exchange contracts (762) (81) Depreciation and amortization 9,286 9,701 Amortization of deferred financing costs 387 348 Accretion of interest 147 66 Share-based compensation expense 626 (405) Deferred income taxes (1,139) (1,818) Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): Trade and other receivables, net 1,969 (1,201) Inventories (7,763) (3,403) Prepaid expenses and other (1,548) (227) Trade payables, accrued liabilities and unearned revenues 15,340 (3,286) Income taxes (408) — Net cash provided by operating activities $ 14,102 $ (358) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting Information | The tables below represent the Company’s revenues from external customers, share-based compensation expense, 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 and goodwill; as attributed to its geographic and operating segments (in thousands): Quarter Ended September 30, 2016 North America Leasing Pac-Van Lone Star Combined Manufacturing Corporate Total Asia – Pacific Consolidated Revenues: Sales $ 10,430 $ - $ 10,430 $ 1,651 $ (557) $ 11,524 $ 9,942 $ 21,466 Leasing 23,349 3,820 27,169 - (53) 27,116 14,216 41,332 $ 33,779 $ 3,820 $ 37,599 $ 1,651 $ (610) $ 38,640 $ 24,158 $ 62,798 Share-based compensation $ 75 $ 10 $ 85 $ 22 $ 204 $ 311 $ (716) $ (405) Depreciation and amortization $ 3,456 $ 2,425 $ 5,881 $ 198 $ (186) $ 5,893 $ 3,808 $ 9,701 Operating income $ 4,052 $ (1,446) $ 2,606 $ (618) $ (1,188) $ 800 $ 2,863 $ 3,663 Interest income $ - $ - $ - $ - $ 8 $ 8 $ 15 $ 23 Interest expense $ 1,644 $ 281 $ 1,925 $ 81 $ 1,809 $ 3,815 $ 1,016 $ 4,831 Additions to long-lived assets $ 7,642 $ 4 $ 7,646 $ - $ (74) $ 7,572 $ 4,675 $ 12,247 At September 30, 2016 Long-lived assets $ 243,344 $ 56,897 $ 300,241 $ 3,119 $ (10,909) $ 292,451 $ 157,880 $ 450,331 Goodwill $ 55,867 $ 20,782 $ 76,649 $ - $ - $ 76,649 $ 27,336 $ 103,985 At June 30, 2016 Long-lived assets $ 239,459 $ 58,492 $ 297,951 $ 3,318 $ (10,975) $ 290,294 $ 156,002 $ 446,296 Goodwill $ 55,122 $ 20,782 $ 75,904 $ - $ - $ 75,904 $ 26,642 $ 102,546 Quarter Ended September 30, 2015 North America Leasing Pac-Van Lone Star Combined Manufacturing Corporate Total Asia – Pacific Consolidated Revenues: Sales $ 9,253 $ - $ 9,253 $ 2,165 $ (28) $ 11,390 $ 11,068 $ 22,458 Leasing 20,794 6,965 27,759 - (33) 27,726 13,602 41,328 $ 30,047 $ 6,965 $ 37,012 $ 2,165 $ (61) $ 39,116 $ 24,670 $ 63,786 Share-based compensation $ 102 $ 10 $ 112 $ 37 $ 346 $ 495 $ 131 $ 626 Depreciation and amortization $ 3,064 $ 2,672 $ 5,736 $ 266 $ (187) $ 5,815 $ 3,471 $ 9,286 Operating income $ 3,676 $ 110 $ 3,786 $ (1,147) $ (1,336) $ 1,303 $ 2,696 $ 3,999 Interest income $ - $ - $ - $ - $ - $ - $ 17 $ 17 Interest expense $ 1,337 $ 398 $ 1,735 $ 58 $ 1,956 $ 3,749 $ 1,266 $ 5,015 Additions to long-lived assets $ 10,717 $ 98 $ 10,815 $ 9 $ 1 $ 10,825 $ 4,937 $ 15,762 |
Organization and Business Ope30
Organization and Business Operations - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2016Segment | |
Organization And Business Operations [Line Items] | |
Number of distinct business units | 3 |
Number of geographic units | 2 |
GFN U.S. [Member] | |
Organization And Business Operations [Line Items] | |
Percentage in owned subsidiary | 90.00% |
Majority interest owned | 50.00% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Accounting Policies [Abstract] | ||
Finished goods | $ 33,473 | $ 29,790 |
Work in progress | 2,792 | 2,298 |
Raw materials | 2,609 | 2,521 |
Total | $ 38,874 | $ 34,609 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 55,925 | $ 55,010 |
Less accumulated depreciation and amortization | (29,800) | (28,059) |
Property, plant and equipment, net | 26,125 | 26,951 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,168 | 2,168 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,887 | 4,887 |
Building and improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Building and improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 40 years | |
Transportation and plant equipment (including capital lease assets) [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 39,037 | 38,424 |
Transportation and plant equipment (including capital lease assets) [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Transportation and plant equipment (including capital lease assets) [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Furniture, fixtures and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,833 | $ 9,531 |
Furniture, fixtures and office equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Furniture, fixtures and office equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Gross costs of the lease fleet | $ 514,320,000 | $ 503,817,000 | ||
Fair value of the reporting unit | 50.00% | |||
Potential common stock equivalents excluded from computation of diluted earnings per share | 2,110,191 | |||
Adjustments for New Accounting Pronouncement [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Unamortized debt issuance costs | $ 2,102,000 | $ 2,239,000 | ||
Scenario, Forecast [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Potential common stock equivalents excluded from computation of diluted earnings per share | 1,605,587 | |||
Pac-Van [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Percentage of fair value in excess of carrying amount | 21.00% | |||
Lone Star [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Percentage of fair value in excess of carrying amount | 12.00% | |||
Southern Frac [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment of goodwill | $ 2,681,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Other Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 68,956 | $ 77,360 |
Accumulated Amortization | (37,158) | (44,012) |
Net Carrying Amount | 31,798 | 33,348 |
Trademark and Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,486 | 5,486 |
Accumulated Amortization | (378) | (302) |
Net Carrying Amount | 5,108 | 5,184 |
Customer Base and Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 47,155 | 50,669 |
Accumulated Amortization | (27,300) | (30,064) |
Net Carrying Amount | 19,855 | 20,605 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,199 | 14,169 |
Accumulated Amortization | (5,247) | (9,810) |
Net Carrying Amount | 3,952 | 4,359 |
Deferred Financing Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,614 | 3,589 |
Accumulated Amortization | (2,607) | (2,381) |
Net Carrying Amount | 1,007 | 1,208 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,502 | 3,447 |
Accumulated Amortization | (1,626) | (1,455) |
Net Carrying Amount | $ 1,876 | $ 1,992 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Reconciliation of Weighted Average Shares Outstanding (Detail) - shares | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||
Basic | 26,218,805 | 26,008,878 |
Assumed exercise of stock options | 0 | 0 |
Diluted | 26,218,805 | 26,008,878 |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) | Sep. 30, 2016USD ($)$ / sharesshares | Aug. 10, 2016$ / shares | Aug. 10, 2016AUD / shares | Aug. 12, 2015$ / shares | Aug. 12, 2015AUD / shares | Sep. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares |
Subsidiary or Equity Method Investee [Line Items] | |||||||
Preferred Stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, outstanding | shares | 400,100 | 400,100 | 400,100 | ||||
Preferred Stock, aggregate liquidation preference | $ | $ 40,722,000 | $ 40,722,000 | $ 40,722,000 | ||||
Dividend declared | (per share) | $ 0.025 | AUD 0.025 | $ 0.050 | AUD 0.050 | |||
Dividend payable date | Oct. 4, 2016 | Oct. 4, 2016 | Oct. 2, 2015 | Oct. 2, 2015 | |||
Dividend payable record date | Sep. 16, 2016 | Sep. 16, 2016 | Sep. 17, 2015 | Sep. 17, 2015 | |||
Series B Preferred Stock [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Preferred Stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Cumulative Preferred Stock, liquidation preference | $ / shares | $ 1,000 | $ 1,000 | |||||
Preferred Stock, outstanding | shares | 100 | 100 | 100 | ||||
Preferred Stock, aggregate liquidation preference | $ | $ 102,000 | $ 102,000 | $ 102,000 | ||||
Cumulative Preferred Stock, dividend percentage | 8.00% | ||||||
Preferred stock, voting rights | No voting rights | ||||||
Dividend on Preferred Stock | $ | $ 79,000 | ||||||
Series C Preferred Stock [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Preferred Stock, par value | $ / shares | $ 2 | $ 2 | |||||
Cumulative Preferred Stock, liquidation preference | $ / shares | $ 100 | $ 100 | |||||
Preferred Stock, outstanding | shares | 400,000 | 400,000 | 400,000 | ||||
Preferred Stock, aggregate liquidation preference | $ | $ 40,620,000 | $ 40,620,000 | $ 40,620,000 | ||||
Cumulative Preferred Stock, dividend percentage | 9.00% | ||||||
Preferred stock, voting rights | No voting rights | ||||||
Preferred Stock redemption price per share | $ / shares | $ 100 | $ 100 | |||||
Preferred Stock, dividend rate | 2.00% | 2.00% | |||||
Stated liquidation value for every increase in dividend rate | $ | $ 100 | $ 100 | |||||
Dividend on Preferred Stock | $ | $ 11,710,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Jul. 27, 2016USD ($) | Jul. 22, 2016USD ($) | Jul. 22, 2016CAD | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | |||||||
Business acquisition cost holdback and other adjustment | $ 222,000 | $ 752,000 | |||||
Transaction costs | $ 44,000 | ||||||
The Great Container Company, Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses, gross | $ 662,000 | CAD 869,000 | |||||
Business acquisition cost holdback and other adjustment | $ 102,000 | CAD 133,000 | |||||
Container Systems Storage, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire businesses, gross | $ 1,667,000 | ||||||
Business acquisition cost holdback | $ 120,000 | ||||||
Scenario, Forecast [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | $ 17,000 |
Acquisitions - Fair Market Valu
Acquisitions - Fair Market Values of Tangible and Intangible Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Jul. 27, 2016 | Jul. 22, 2016 | Jun. 30, 2016 |
Fair value of intangible assets acquired: | ||||
Goodwill | $ 103,985 | $ 102,546 | ||
The Great Container Company, Ltd [Member] | ||||
Fair value of the net tangible assets acquired and liabilities assumed: | ||||
Trade and other receivables | $ 5 | |||
Inventories | 66 | |||
Property, plant and equipment | 23 | |||
Lease fleet | 352 | |||
Unearned revenue and advance payments | (21) | |||
Total net tangible assets acquired and liabilities assumed | 425 | |||
Fair value of intangible assets acquired: | ||||
Goodwill | 78 | |||
Total intangible assets acquired | 237 | |||
Total purchase consideration | 662 | |||
The Great Container Company, Ltd [Member] | Non-Compete Agreements [Member] | ||||
Fair value of intangible assets acquired: | ||||
Total intangible assets acquired | 21 | |||
The Great Container Company, Ltd [Member] | Customer lists/relationships [Member] | ||||
Fair value of intangible assets acquired: | ||||
Total intangible assets acquired | $ 138 | |||
Container Systems Storage, Inc. [Member] | ||||
Fair value of the net tangible assets acquired and liabilities assumed: | ||||
Trade and other receivables | $ 57 | |||
Inventories | 211 | |||
Property, plant and equipment | 44 | |||
Lease fleet | 615 | |||
Accounts payables and accrued liabilities | (7) | |||
Unearned revenue and advance payments | (36) | |||
Deferred income taxes | (241) | |||
Total net tangible assets acquired and liabilities assumed | 643 | |||
Fair value of intangible assets acquired: | ||||
Goodwill | 683 | |||
Total intangible assets acquired | 1,024 | |||
Total purchase consideration | 1,667 | |||
Container Systems Storage, Inc. [Member] | Non-Compete Agreements [Member] | ||||
Fair value of intangible assets acquired: | ||||
Total intangible assets acquired | 29 | |||
Container Systems Storage, Inc. [Member] | Customer lists/relationships [Member] | ||||
Fair value of intangible assets acquired: | ||||
Total intangible assets acquired | $ 312 | |||
Acquisitions In Fiscal Year 2017 [Member] | ||||
Fair value of the net tangible assets acquired and liabilities assumed: | ||||
Trade and other receivables | 62 | |||
Inventories | 277 | |||
Property, plant and equipment | 67 | |||
Lease fleet | 967 | |||
Accounts payables and accrued liabilities | (7) | |||
Unearned revenue and advance payments | (57) | |||
Deferred income taxes | (241) | |||
Total net tangible assets acquired and liabilities assumed | 1,068 | |||
Fair value of intangible assets acquired: | ||||
Goodwill | 761 | |||
Total intangible assets acquired | 1,261 | |||
Total purchase consideration | 2,329 | |||
Acquisitions In Fiscal Year 2017 [Member] | Non-Compete Agreements [Member] | ||||
Fair value of intangible assets acquired: | ||||
Total intangible assets acquired | 50 | |||
Acquisitions In Fiscal Year 2017 [Member] | Customer lists/relationships [Member] | ||||
Fair value of intangible assets acquired: | ||||
Total intangible assets acquired | $ 450 |
Senior and Other Debt - ANZ_CBA
Senior and Other Debt - ANZ/CBA Credit Facility and North America Leasing Senior Credit Facility - Additional Information (Detail) | Sep. 30, 2016AUDAUD / $ | Apr. 03, 2014USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)AUD / $ | Dec. 31, 2015USD ($) | May 08, 2014AUD | May 08, 2014USD ($) |
Line of Credit Facility [Line Items] | |||||||
Intercompany dividend description | 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; (b) the lesser of $3,125,000 for the term loan with Credit Suisse or the actual annual interest to be paid; and (c) $6,120,000 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 $5,000,000 or more under the Wells Fargo Credit Facility; (iv) the fixed charge coverage ratio, as defined, will be greater than 1.25 to 1.00; and (v) the dividends are paid no earlier than ten business days prior to the date they are due. | ||||||
Credit Suisse [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | $ 25,000,000 | ||||||
Line of credit facility maturity date | Jul. 1, 2017 | ||||||
Borrowings under credit facility | $ 9,898,000 | ||||||
Payment of intercompany dividends from Pac-Van and Lone Star | $ 3,125,000 | ||||||
Series C Preferred Stock [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Payment of intercompany dividends from Pac-Van and Lone Star | 5,000,000 | ||||||
Wells Fargo Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility additional borrowing capacity | 20,000,000 | ||||||
Borrowing capacity, additional increase authorized | $ 20,000,000 | ||||||
Borrowing capacity, after increase | 252,000,000 | ||||||
Payment of intercompany dividends from Pac-Van and Lone Star | 5,000,000 | ||||||
Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Fixed charge coverage ratio | 1.25 | 1.25 | |||||
Pac-Van [Member] | Wells Fargo Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings under credit facility | $ 193,104,000 | ||||||
Availability under ANZ credit facility | 23,255,000 | ||||||
Unsecured senior notes [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Payment of intercompany dividends from Pac-Van and Lone Star | $ 6,120,000 | ||||||
North America [Member] | Senior Secured Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | $ 232,000,000 | ||||||
ANZ/CBA Credit Facility A [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | AUD 125,000,000 | $ 95,448,000 | |||||
Line of credit facility maturity date | Jul. 31, 2017 | ||||||
Borrowings under credit facility | AUD 105,362,000 | 80,452,000 | |||||
ANZ/CBA Credit Facility A [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.10% | ||||||
ANZ/CBA Credit Facility A [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 2.10% | ||||||
ANZ/CBA Credit Facility B [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | 50,000,000 | 38,179,000 | |||||
Line of credit facility maturity date | Jul. 31, 2019 | ||||||
Borrowings under credit facility | AUD 2,665,000 | 2,035,000 | |||||
ANZ/CBA Credit Facility B [Member] | Minimum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.35% | ||||||
ANZ/CBA Credit Facility B [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 2.40% | ||||||
ANZ/CBA Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility base rate description | The 30-day and 90-day BBSY and BKBM were 1.665% and 1.79% and 2.215% and 2.25%, respectively. | ||||||
Borrowings under credit facility | AUD 108,027,000 | 82,487,000 | |||||
Availability under ANZ credit facility | AUD 20,576,000 | $ 15,711,000 | |||||
Foreign currency exchange rate, translation | AUD / $ | 0.76358 | 0.76358 | |||||
ANZ/CBA Credit Facility [Member] | Sub-Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | AUD 3,000,000 | $ 2,291,000 | |||||
ANZ/CBA Credit Facility [Member] | Commonwealth Bank of Australia [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | 70,000,000 | 53,451,000 | |||||
Interest rate | 0.10% | ||||||
ANZ/CBA Credit Facility [Member] | ANZ Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | AUD 105,000,000 | $ 80,176,000 | |||||
ANZ/CBA Credit Facility [Member] | Royal Wolf [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility maximum borrowing capacity | AUD 175,000,000 | $ 133,627,000 | |||||
Base Rate [Member] | Wells Fargo Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 0.50% | ||||||
Base Rate [Member] | Minimum [Member] | Wells Fargo Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.00% | ||||||
Base Rate [Member] | Minimum [Member] | Real Estate Sub Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.50% | ||||||
Base Rate [Member] | Maximum [Member] | Wells Fargo Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.50% | ||||||
Base Rate [Member] | Maximum [Member] | Real Estate Sub Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 2.00% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Credit Suisse [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 7.50% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Wells Fargo Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.00% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Wells Fargo Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 2.50% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Real Estate Sub Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 3.00% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Wells Fargo Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 3.00% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Real Estate Sub Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 3.50% |
Senior and Other Debt - Credit
Senior and Other Debt - Credit Suisse Term Loan - Additional Information (Detail) - Credit Suisse [Member] - USD ($) | Apr. 03, 2014 | Sep. 30, 2016 |
Line of Credit Facility [Line Items] | ||
Line of credit facility maximum borrowing capacity | $ 25,000,000 | |
Line of credit facility description | An amount equal to six-months interest be deposited in an interest reserve account pledged to secure repayment of all amounts borrowed. | |
Repayments of debt | $ 15,000,000 | |
Borrowings outstanding under credit facility | $ 9,898,000 | |
Line of credit facility maturity date | Jul. 1, 2017 | |
Unamortized debt issuance costs | $ 102,000 | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 7.50% |
Senior and Other Debt - Senior
Senior and Other Debt - Senior Notes and Other Debt - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($) | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 18, 2014USD ($) | |
Line of Credit Facility [Line Items] | ||||
Other debt | $ 10,240,000 | |||
Other [Member] | Asia-Pacific [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Weighted-average interest rate | 5.50% | |||
Other [Member] | North America [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Weighted-average interest rate | 4.90% | |||
Senior Notes 8.125% [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Terms of principal amount redemption | The Company may, at its option, prior to July 31, 2017, redeem the Senior Notes in whole or in part upon the payment of 100% of the principal amount of the Senior Notes being redeemed plus any additional amount required by the Indenture. In addition, the Company may from time to time redeem up to 35% of the aggregate outstanding principal amount of the Senior Notes before July 31, 2017 with the net cash proceeds from certain equity offerings at a redemption price of 108.125% of the principal amount plus accrued and unpaid interest. | |||
Senior notes redemption percentage on principal amount | 35.00% | |||
Redemption price percentage on principal amount plus accrued and unpaid interest | 108.125% | |||
Senior Notes 8.125% [Member] | Unsecured senior notes [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principle amount of senior notes issued | $ 72,000,000 | |||
Notes issued denominations and multiples of denominations | $ 25 | |||
Aggregate principle amount of senior notes issued, net of unamortized debt issuance costs | $ 70,000,000 | |||
Unamortized debt issuance costs | $ 2,000,000 | |||
Interest rate of senior notes | 8.125% | |||
Debt instrument maturity date | Jul. 31, 2021 | |||
Frequency of interest payments | Quarterly | |||
Interest payment terms | Interest on the Senior Notes is payable quarterly in arrears on January 31, April 30, July 31 and October 31, commencing on July 31, 2014. | |||
Senior Notes 8.125% [Member] | On or after July 31, 2017 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Redemption price percentage on principal amount plus accrued and unpaid interest | 106.094% | |||
Senior Notes 8.125% [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes redemption percentage on principal amount | 100.00% | |||
Fixed charge coverage ratio | 2 | |||
Scenario, Forecast [Member] | Other [Member] | Asia-Pacific [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Weighted-average interest rate | 5.00% | |||
Scenario, Forecast [Member] | Other [Member] | North America [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Weighted-average interest rate | 4.90% |
Financial Instruments - Derivat
Financial Instruments - Derivative Instruments at Fair Value, Classification in Consolidated Balances Sheets (Detail) - Fair Value, Inputs, Level 2 [Member] - Trade Payables and Accrued Liabilities [Member] - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Swap Contracts and Options (Caps and Collars) [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Trade payables and accrued liabilities | $ 710 | $ 871 |
Forward-Exchange Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Forward-Exchange Contracts, Trade and other receivables | $ 198 | $ 255 |
Financial Instruments - Deriv43
Financial Instruments - Derivative Instruments at Fair Value, Statements of Operations (Detail) - Forward-Exchange Contracts [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments, Gain (Loss) in Income | $ 81 | $ 762 |
Unrealized foreign currency exchange gain (loss) and other [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments, Gain (Loss) in Income | $ 81 | $ 762 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($)Contract | Sep. 30, 2015USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($)Contract | |
Derivative [Line Items] | ||||
Unrealized foreign exchange gains (losses) | $ (153,000) | $ (654,000) | $ (654,000) | |
Realized foreign exchange gains (losses) | $ 5,000 | |||
Scenario, Forecast [Member] | ||||
Derivative [Line Items] | ||||
Unrealized foreign exchange gains (losses) | $ (153,000) | |||
Realized foreign exchange gains (losses) | (17,000) | |||
Interest rate swap contract [Member] | ||||
Derivative [Line Items] | ||||
Number of derivative contract | Contract | 1 | 1 | ||
Derivative maturity date | 2017-06 | |||
Forward-Exchange [Member] | ||||
Derivative [Line Items] | ||||
Number of derivative contract | Contract | 28 | 49 | ||
Forward-Exchange [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Derivative maturity date | 2016-10 | 2016-07 | ||
Forward-Exchange [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Derivative maturity date | 2016-12 | 2016-11 | ||
Unrealized gain (loss) included in interest expense [Member] | Interest rate swap contract [Member] | ||||
Derivative [Line Items] | ||||
Gain (loss) on ineffective portion of cash flow hedge | $ 0 | |||
Unrealized gain (loss) included in interest expense [Member] | Interest rate swap contract [Member] | Scenario, Forecast [Member] | ||||
Derivative [Line Items] | ||||
Gain (loss) on ineffective portion of cash flow hedge | $ 0 | |||
Senior credit facilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Derivative [Line Items] | ||||
Fair value of borrowings | 336,901,000 | |||
Other debt [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Derivative [Line Items] | ||||
Fair value of borrowings | $ 8,818,000 |
Financial Instruments - Open In
Financial Instruments - Open Interest Rate Swap Contract (Detail) - Interest rate swap contract [Member] - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
Derivatives, Fair Value [Line Items] | ||
Notional amounts | $ 38,179,000 | $ 37,213,000 |
Fixed/Strike Rates | 3.98% | 3.98% |
Floating Rates | 1.665% | 1.90% |
Fair Value of Combined Contracts | $ (710,000) | $ (871,000) |
Financial Instruments - Open Fo
Financial Instruments - Open Forward Exchange and Participating Forward Contracts (Detail) - Forward-Exchange [Member] | Sep. 30, 2016USD ($)AUD / $ | Jun. 30, 2016USD ($)AUD / $ |
Derivatives, Fair Value [Line Items] | ||
Notional amounts | $ | $ 5,337,000 | $ 8,617,000 |
Fair Value of Combined Contracts | $ | $ (198,000) | $ (255,000) |
Minimum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Exchange/Strike Rates (AUD to USD) | AUD / $ | 0.66349 | 0.64600 |
Maximum [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Exchange/Strike Rates (AUD to USD) | AUD / $ | 0.76146 | 0.78030 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) | Dec. 29, 2016 | Sep. 30, 2016USD ($) | Sep. 30, 2016ft² | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Affiliate of Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rental payment | $ 7,393 | $ 28,000 | |||
Office space | ft² | 3,000 | ||||
Term of lease | 5 years | ||||
Renewal options of lease | 5 years | ||||
Affiliate of Chief Executive Officer [Member] | Scenario, Forecast [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rental payment | $ 28,000 | ||||
Pac Van Las Vegas [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rental payment | $ 30,000 | ||||
Renewal options of lease | 2 years | ||||
Lease expiration date | Dec. 31, 2016 | ||||
Pac Van Las Vegas [Member] | Scenario, Forecast [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rental payment | $ 30,000 | ||||
Renewal options of lease | 2 years |
Equity Plans - Additional Infor
Equity Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 11, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year 10 months 24 days | |||
Outstanding stock options | 1,953,557 | 2,183,224 | ||
Market price of common stock | $ 4.50 | |||
Intrinsic value of the outstanding stock options | $ 1,566,000 | |||
Unrecognized compensation expense to be recorded on a straight-line basis | $ 969,000 | |||
Minimum percentage of outstanding shares in capital stock | 50.00% | |||
Share-based compensation expense | $ (405,000) | $ 626,000 | ||
Time-based options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding stock options | 1,184,847 | |||
Performance-based options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding stock options | 768,710 | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum outstanding capital stock | 1.00% | |||
2014 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option granted | 1,500,000 | |||
Stock option plan expiration date | Dec. 4, 2024 | |||
2009 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option plan expiration date | Dec. 10, 2019 | |||
Royal Wolf Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ (716,000) | $ 131,000 | ||
Royal Wolf Long Term Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Predecessor Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of option granted | 2,500,000 | |||
2006 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option plan expiration date | Jun. 30, 2016 | |||
Non-qualified stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant | 1,047,610 | |||
Non-qualified stock options [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Restricted Stock Units [Member] | 2014 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of performance rights granted | 1,047,610 | |||
Stock Appreciation Rights [Member] | 2014 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of performance rights granted | 1,047,610 | |||
Performance rights [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of performance rights granted | 1,288,841 | |||
Performance shares converted to capital stock | 642,582 | |||
Performance rights [Member] | 2014 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of performance rights granted | 1,047,610 | |||
Stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 6,773,000 | |||
Non-vested equity shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of performance rights granted | 0 | |||
Unrecognized compensation expense to be recorded on a straight-line basis | $ 822,000 | |||
Share-based compensation recognized in statements of operations | $ 1,648,000 | |||
Non-vested equity shares [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining vesting period | 2 months 27 days | |||
Non-vested equity shares [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining vesting period | 2 years 9 months | |||
Nonemployee Consultants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding stock options | 0 |
Equity Plans - Fair Value of St
Equity Plans - Fair Value of Stock Options Granted (Detail) - Stock options [Member] | 3 Months Ended |
Sep. 30, 2016USD ($)$ / 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 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of stock options | $ 0.81 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of stock options | $ 6.35 |
Equity Plans - Stock Option Act
Equity Plans - Stock Option Activity and Related Information (Detail) | 3 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of Options (Shares) | |
Outstanding beginning balance | shares | 2,183,224 |
Granted | shares | 0 |
Exercised | shares | (3,000) |
Forfeited or expired | shares | (226,667) |
Outstanding ending balance | shares | 1,953,557 |
Vested and expected to vest | shares | 1,953,557 |
Exercisable | shares | 1,622,523 |
Weighted-Average Exercise Price | |
Outstanding beginning balance | $ / shares | $ 5.30 |
Granted | $ / shares | 0 |
Exercised | $ / shares | 1.06 |
Forfeited or expired | $ / shares | 7.29 |
Outstanding ending balance | $ / shares | 5.08 |
Vested and expected to vest | $ / shares | 5.08 |
Exercisable | $ / shares | $ 4.96 |
Weighted-Average Remaining Contractual Term (Years) | |
Outstanding | 4 years 10 months 24 days |
Vested and expected to vest | 4 years 10 months 24 days |
Exercisable | 4 years 1 month 6 days |
Equity Plans - Summary of Non-V
Equity Plans - Summary of Non-Vested Equity Share Activity (Detail) - Non-vested equity shares [Member] | 3 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested beginning balance | shares | 373,507 |
Granted | shares | 0 |
Vested | shares | (110,500) |
Forfeited | shares | 0 |
Non-vested ending balance | shares | 263,007 |
Non-vested beginning balance | $ / shares | $ 4.20 |
Granted | $ / shares | 0 |
Vested | $ / shares | 4.43 |
Forfeited | $ / shares | 0 |
Non-vested ending balance | $ / shares | $ 4.10 |
Cash Flows from Operating Act52
Cash Flows from Operating Activities and Other Financial Information - Summary of Cash Flows from Operating Activities (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (744,000) | $ (535,000) | |
Adjustments to reconcile net income to cash flows from operating activities: | |||
Gain on sales and disposals of property, plant and equipment | (8,000) | (14,000) | |
Loss (gain) on sales of lease fleet | 547,000 | (2,138,000) | |
Unrealized foreign exchange loss | 153,000 | 654,000 | $ 654,000 |
Depreciation and amortization | 9,701,000 | 9,286,000 | |
Amortization of deferred financing costs | 348,000 | 387,000 | |
Accretion of interest | 66,000 | 147,000 | |
Share-based compensation expense | (405,000) | 626,000 | |
Deferred income taxes | (1,818,000) | (1,139,000) | |
Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions): | |||
Trade and other receivables, net | (1,201,000) | 1,969,000 | |
Inventories | (3,403,000) | (7,763,000) | |
Prepaid expenses and other | (227,000) | (1,548,000) | |
Trade payables, accrued liabilities and unearned revenues | (3,286,000) | 15,340,000 | |
Income taxes | (408,000) | ||
Net cash provided by operating activities | (358,000) | 14,102,000 | |
Forward-Exchange Contracts [Member] | |||
Adjustments to reconcile net income to cash flows from operating activities: | |||
Unrealized gain on forward exchange contracts | $ (81,000) | $ (762,000) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($)Segment | Sep. 30, 2015USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of geographic units | Segment | 2 | |||
Number of operating segments | Segment | 4 | |||
Sales revenue | $ 21,466,000 | $ 22,458,000 | ||
North America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales revenue | $ 11,524,000 | $ 11,390,000 | ||
North America [Member] | Intersegment Adjustments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales revenue | $ 28,000 | |||
North America [Member] | Intersegment Adjustments [Member] | Scenario, Forecast [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales revenue | $ 557,000 |
Segment Reporting - Summary of
Segment Reporting - Summary of Segment Reporting Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Revenues: | |||
Sales | $ 21,466 | $ 22,458 | |
Leasing | 41,332 | 41,328 | |
Total revenues | 62,798 | 63,786 | |
Share-based compensation | (405) | 626 | |
Depreciation and amortization | 9,701 | 9,286 | |
Operating income | 3,663 | 3,999 | |
Interest income | 23 | 17 | |
Interest expense | 4,831 | 5,015 | |
Additions to long-lived assets | 12,247 | 15,762 | |
Long-lived assets | 450,331 | $ 446,296 | |
Goodwill | 103,985 | 102,546 | |
North America [Member] | |||
Revenues: | |||
Sales | 11,524 | 11,390 | |
Leasing | 27,116 | 27,726 | |
Total revenues | 38,640 | 39,116 | |
Share-based compensation | 311 | 495 | |
Depreciation and amortization | 5,893 | 5,815 | |
Operating income | 800 | 1,303 | |
Interest income | 8 | ||
Interest expense | 3,815 | 3,749 | |
Additions to long-lived assets | 7,572 | 10,825 | |
Long-lived assets | 292,451 | 290,294 | |
Goodwill | 76,649 | 75,904 | |
North America [Member] | Corporate and Intercompany Adjustments [Member] | |||
Revenues: | |||
Sales | (557) | (28) | |
Leasing | (53) | (33) | |
Total revenues | (610) | (61) | |
Share-based compensation | 204 | 346 | |
Depreciation and amortization | (186) | (187) | |
Operating income | (1,188) | (1,336) | |
Interest income | 8 | ||
Interest expense | 1,809 | 1,956 | |
Additions to long-lived assets | (74) | 1 | |
Long-lived assets | (10,909) | (10,975) | |
North America [Member] | Pac-Van Leasing [Member] | Operating Segments [Member] | |||
Revenues: | |||
Sales | 10,430 | 9,253 | |
Leasing | 23,349 | 20,794 | |
Total revenues | 33,779 | 30,047 | |
Share-based compensation | 75 | 102 | |
Depreciation and amortization | 3,456 | 3,064 | |
Operating income | 4,052 | 3,676 | |
Interest expense | 1,644 | 1,337 | |
Additions to long-lived assets | 7,642 | 10,717 | |
Long-lived assets | 243,344 | 239,459 | |
Goodwill | 55,867 | 55,122 | |
North America [Member] | Lone Star Leasing [Member] | Operating Segments [Member] | |||
Revenues: | |||
Leasing | 3,820 | 6,965 | |
Total revenues | 3,820 | 6,965 | |
Share-based compensation | 10 | 10 | |
Depreciation and amortization | 2,425 | 2,672 | |
Operating income | (1,446) | 110 | |
Interest expense | 281 | 398 | |
Additions to long-lived assets | 4 | 98 | |
Long-lived assets | 56,897 | 58,492 | |
Goodwill | 20,782 | 20,782 | |
North America [Member] | Pac Van and Lone Star Leasing [Member] | Operating Segments [Member] | |||
Revenues: | |||
Sales | 10,430 | 9,253 | |
Leasing | 27,169 | 27,759 | |
Total revenues | 37,599 | 37,012 | |
Share-based compensation | 85 | 112 | |
Depreciation and amortization | 5,881 | 5,736 | |
Operating income | 2,606 | 3,786 | |
Interest expense | 1,925 | 1,735 | |
Additions to long-lived assets | 7,646 | 10,815 | |
Long-lived assets | 300,241 | 297,951 | |
Goodwill | 76,649 | 75,904 | |
North America [Member] | Manufacturing [Member] | Operating Segments [Member] | |||
Revenues: | |||
Sales | 1,651 | 2,165 | |
Total revenues | 1,651 | 2,165 | |
Share-based compensation | 22 | 37 | |
Depreciation and amortization | 198 | 266 | |
Operating income | (618) | (1,147) | |
Interest expense | 81 | 58 | |
Additions to long-lived assets | 9 | ||
Long-lived assets | 3,119 | 3,318 | |
Asia-Pacific [Member] | Royal Wolf Leasing [Member] | Operating Segments [Member] | |||
Revenues: | |||
Sales | 9,942 | 11,068 | |
Leasing | 14,216 | 13,602 | |
Total revenues | 24,158 | 24,670 | |
Share-based compensation | (716) | 131 | |
Depreciation and amortization | 3,808 | 3,471 | |
Operating income | 2,863 | 2,696 | |
Interest income | 15 | 17 | |
Interest expense | 1,016 | 1,266 | |
Additions to long-lived assets | 4,675 | $ 4,937 | |
Long-lived assets | 157,880 | 156,002 | |
Goodwill | $ 27,336 | $ 26,642 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 14, 2016 | Aug. 10, 2016 | Aug. 12, 2015 | Oct. 28, 2016 |
Subsequent Event [Line Items] | ||||
Dividend payable date | Oct. 4, 2016 | Oct. 2, 2015 | ||
Dividend payable record date | Sep. 16, 2016 | Sep. 17, 2015 | ||
Subsequent Events [Member] | Wells Fargo Credit Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Borrowing capacity, after reduction | $ 2,200,000 | |||
Subsequent Events [Member] | Series C Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash dividend, amount per share | $ 2.30 | |||
Dividend declared date | Oct. 14, 2016 | |||
Dividend payable date | Oct. 31, 2016 | |||
Dividend payable record date | Oct. 30, 2016 |