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Name	Age		Position

Ronald F. Valenta		58	Chairman of the Board, Chief Executive Officer and President

Jody Miller		50	President and Chief Executive Officer of GFN North America Leasing Corporation

Charles E. Barrantes		65	Executive Vice President and Chief Financial Officer

Christopher A. Wilson		50	General Counsel, Vice President and Secretary

Jeffrey A. Kluckman		56	Executive Vice President, Business Development

Neil Littlewood		56	Chief Executive Officer of Royal Wolf Holdings Limited

Theodore Mourouzis		54	Chief Executive Officer and President of Pac-Van, Inc.


General Finance Corporation

By:	/s/ Ronald F. Valenta	September 8, 2017

	Name: Ronald F. Valenta Title: Chief Executive Officer


	Year Ended June 30,

	2015		2016		2017

Cash flows from operating activities:
Net income (loss)	$	13,045	$	(3,286)	$	(847)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Gain on sales and disposals of property, plant and equipment		(87)		(61)		(126)
Gain on sales of lease fleet		(5,802)		(6,384)		(3,700)
Gain on bargain purchase of businesses		—		(72)		—
Unrealized foreign exchange loss		512		103		375
Unrealized loss (gain) on forward exchange contracts		(383)		367		12
Unrealized gain on interest rate swaps and options		(104)		—		(1,073)
Impairment of goodwill and trade name		—		3,068		—
Depreciation and amortization		38,571		38,634		40,092
Amortization of deferred financing costs		1,564		1,466		1,504
Accretion of interest		1,508		536		316
Share-based compensation expense		2,174		2,388		1,374
Deferred income taxes		5,532		(4,195)		(1,194)
Changes in operating assets and liabilities (excluding assets and liabilities from acquisitions):
Trade and other receivables, net		15,482		9,486		(5,445)
Inventories		(9,965)		4,813		6,253
Prepaid expenses and other		2,614		(1,498)		492
Trade payables, accrued liabilities and unearned revenues		(26,956)		4,511		(1,843)
Income taxes		544		(1,054)		(883)

Net cash provided by operating activities		38,249		48,822		35,307


Cash flows from investing activities:
Business acquisitions, net of cash acquired		(34,051)		(20,658)		(4,993)
Proceeds from sales of property, plant and equipment		452		10,609		267
Purchases of property, plant and equipment		(17,961)		(4,224)		(3,693)
Proceeds from sales of lease fleet		23,893		28,547		24,030
Purchases of lease fleet		(78,535)		(49,320)		(45,812)
Other intangible assets		(1,228)		(332)		(521)

Net cash used in investing activities		(107,430)		(35,378)		(30,722)


Cash flows from financing activities:
Net proceeds from (repayments of) equipment financing activities		577		(651)		(483)
Proceeds from (repayments of) senior and other debt borrowings, net		77,496		1,989		(2,782)
Proceeds from issuances of 8.125% senior notes		—		—		5,390
Deferred financing costs		(243)		(206)		(2,801)
Proceeds from issuances of common stock		556		40		54
Purchases of subsidiary capital stock		(3,386)		—		—
Dividends and distributions by subsidiaries		(3,922)		(3,081)		(1,879)
Preferred stock dividends		(3,658)		(3,668)		(3,658)

Net cash provided by (used in) financing activities		67,420		(5,577)		(6,159)


Net increase (decrease) in cash		(1,761)		7,867		(1,574)

Cash and equivalents at beginning of period		5,846		3,716		9,342

The effect of foreign currency translation on cash		(369)		(2,241)		24

Cash and equivalents at end of period	$	3,716	$	9,342	$	7,792


Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest	$	17,416	$	17,519	$	18,914
Income taxes		2,322		4,163		2,479


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		—

Document and Entity Information - USD ($)
$ in Thousands

Consolidated Balance Sheets - USD ($)
$ in Thousands

Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands

Consolidated Statements of Operations - USD ($)
$ in Thousands

Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands

Consolidated Statements of Comprehensive Income/Loss - USD ($)
$ in Thousands

Consolidated Statements of Comprehensive Income/Loss (Parenthetical) - USD ($)
$ in Thousands

Consolidated Statements of Equity - USD ($)
$ in Thousands

Cumulative Preferred Stock [Member]

Common Stock [Member]

Additional Paid-in Capital [Member]

Accumulated Other Comprehensive Income (Loss) [Member]

Retained Earnings (Accumulated Deficit) [Member]

Total General Finance Corporation Stockholders' Equity [Member]

Equity of Noncontrolling Interests [Member]

Consolidated Statements of Equity (Parenthetical)

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

Consolidated Statements of Cash Flows (Parenthetical)
$ in Thousands

Organization and Business Operations

Note 1. Organization and Business Operations

General Finance Corporation (“GFN”) was incorporated in Delaware in October 2005. References to the “Company” in these Notes are to GFN and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN Insurance Corporation, an Arizona corporation (“GFNI”); GFN North America Leasing Corporation, a Delaware corporation (“GFNNA Leasing”); GFN North America Corp., a Delaware corporation (“GFNNA”); GFN Realty Company, LLC, a Delaware limited liability company (“GFNRC”); GFN Manufacturing Corporation, a Delaware corporation (“GFNMC”), and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); GFN Asia Pacific Holdings Pty Ltd, an Australian corporation (“GFNAPH”), and its subsidiary, GFN Asia Pacific Finance Pty Ltd, an Australian corporation (“GFNAPF”); over 50%-owned Royal Wolf Holdings Limited, an Australian corporation (“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 and other steel-related products).

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

Unless otherwise indicated, references to “FY 2015,” “FY 2016” and “FY 2017” are to the fiscal years ended June 30, 2015, 2016 and 2017, respectively.

Principles of Consolidation

The 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.

Foreign Currency Translation

The Company’s functional currencies for its foreign operations are the respective local currencies, the Australian (“AUS”) and New Zealand (“NZ”) dollars in the Asia-Pacific area and the Canadian (“C”) dollar in North America. All adjustments resulting from the translation of the accompanying consolidated financial statements from the functional currency into reporting currency are recorded as a component of stockholders’ equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. All assets and liabilities are translated at the rates in effect at the balance sheet dates; and revenues, expenses, gains and losses are translated using the average exchange rates during the periods. Transactions in foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to the functional currency at the foreign exchange rate prevailing at that date. Foreign exchange differences arising on translation are recognized in the statement of operations. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at foreign exchange rates prevailing at the dates the fair value was determined.

Segment Information

FASB ASC Topic 280, Segment Reporting, establishes standards for the way companies report information about operating segments in annual financial statements. It also establishes standards for related disclosures about products and services, geographic areas and major customers. Based on the provisions of FASB ASC Topic 280 and the manner in which the chief operating decision maker analyzes the business, the Company has determined it has two separately reportable geographic areas that include four operating segments, North America (leasing and manufacturing, including corporate headquarters) and the Asia-Pacific area (the leasing operations of Royal Wolf).

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.

Cash Equivalents

The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on its cash balances.

Inventories

Inventories are stated at the lower of cost or fair value (net realizable value) and consist of primarily finished goods for containers, modular buildings and mobile offices held for sale or lease; as well as raw materials, work in-process and finished goods of manufactured portable liquid storage tank containers. Costs for leasing operations are assigned to individual items on the basis of specific identification and include expenditures incurred in acquiring the inventories and bringing them to their existing condition and location; while costs for manufactured units are determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business. Expenses of marketing, selling and distribution to customers, as well as costs of completion, are estimated and are deducted from the estimated selling price to establish net realizable value. Portable liquid storage tank container inventories were reduced by lower of cost or net realizable value write-downs of $1,350,000 at June 30, 2016. Inventories are comprised of the following (in thousands):


	June 30,
	2016		2017

Finished goods	$	29,790	$	25,564
Work in-process		2,298		1,844
Raw materials		2,521		2,240

	$	34,609	$	29,648

Derivative Financial Instruments

The Company may use derivative financial instruments to hedge its exposure to foreign currency and interest rate risks arising from operating, financing and investing activities. The Company does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments. Derivative financial instruments are recognized initially at fair value. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on the remeasurement to fair value on unhedged (or the ineffective portion of hedged) derivative financial instruments is recognized in the statement of operations.

Accounting for Stock Options

For the issuances of stock options, the Company follows the fair value provisions of FASB ASC Topic 718, Stock Compensation, which require recognition of employee share-based compensation expense in the statements of operations over the vesting period based on the fair value of the stock option at the grant date. For stock options granted to non-employee consultants, the Company recognizes compensation expense measured at their fair value at each reporting date. Therefore, the stock options issued to non-employee consultants are subject to periodic fair value adjustments recorded in share-based compensation over the vesting period.

Fair Value

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 6. Fair value estimates would involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates

Property, Plant and Equipment

Owned assets

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses. The cost of self-constructed assets includes the cost of materials, direct labor, the initial estimate (where relevant) of the costs of dismantling and removing the items and restoring the site on which they are located; and an appropriate allocation of production overhead, where applicable. Depreciation for property, plant and equipment is recorded on the straight-line basis over the estimated useful lives of the related asset. The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.

Property, plant and equipment consist of the following (in thousands):


	Estimated Useful Life	June 30,

		2016		2017

Land	—	$	2,168	$	2,168
Building and improvements	10 — 40 years		4,887		4,890
Transportation and plant equipment (including capital lease assets)	3 — 20 years		38,424		39,899
Furniture, fixtures and office equipment	3 — 10 years		9,531		10,683

			55,010		57,640
Less accumulated depreciation and amortization			(28,059)		(34,252)

		$	26,951	$	23,388

Capital leases

Leases under which substantially all the risks and benefits incidental to ownership of the leased assets are assumed by the Company are classified as capital leases. Other leases are classified as operating leases. A lease asset and a lease liability equal to the present value of the minimum lease payments, or the fair value of the leased item, whichever is the lower, are capitalized and recorded at the inception of the lease. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of operations. Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.

Operating leases

Payments made under operating leases are expensed on the straight-line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property. Where leases have fixed rate increases, these increases are accrued and amortized over the entire lease period, yielding a constant periodic expense over the term of the lease.

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. The value of the lease fleet (or lease or rental equipment) is recorded at cost and depreciated on the straight-line basis over the estimated useful life (5 - 20 years), after the date the units are put in service, down to their estimated residual values (up to 70% of cost). In the opinion of management, estimated residual values are at or below net realizable values. The Company periodically reviews these depreciation policies in light of various factors, including the practices of the larger competitors in the industry, and its own historical experience. Costs incurred on lease fleet units subsequent to initial acquisition are capitalized when it is probable that future economic benefits in excess of the originally assessed performance will result; otherwise, they are expensed as incurred. At June 30, 2016 and 2017, the gross costs of the lease fleet were $503,817,000 and $534,197,000, respectively.

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.

Impairment of Long-Lived Assets

The Company periodically reviews for the impairment of long-lived assets and assesses when an event or change in circumstances indicates the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and the eventual disposition is less than its carrying amount. The Company has determined that no impairment provision related to long-lived assets was required to be recorded as of June 30, 2016 and 2017.

Goodwill

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. FASB ASC Topic 350 prohibits the amortization of goodwill and intangible assets with indefinite lives and requires these assets be reviewed for impairment. The Company operates two reportable geographic areas and the vast majority of goodwill recorded was in the acquisitions of Royal Wolf, Pac-Van, Southern Frac and Lone Star.

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. Qualitative factors which could cause an impairment include (1) significant underperformance relative to historical, expected or projected future operating results; (2) significant changes in the manner of use of the acquired businesses or the strategy for the Company’s overall business; (3) significant changes during the period in the Company’s market capitalization relative to net book value; and (4) significant negative industry or general economic trends. Prior to June 30, 2017, if the Company did determine that fair value is more likely than not less than the carrying amount, a quantitative two-step impairment test process would be applied. The first step in this quantitative process is a screen for potential impairment where the fair value of the reporting unit is compared to its carrying value to determine if the goodwill is impaired. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, then goodwill is not impaired and no further testing is required. If, however, the carrying value of the net assets assigned to the reporting unit were to exceed its fair value, then the second step is performed by determining the implied fair value of a reporting unit’s goodwill and comparing it to the carrying value of the goodwill. This would involve allocating the fair value of the reporting unit to its respective assets and liabilities (as if it had been acquired in a separate and individual business combination and the fair value was the price paid to acquire it), with the excess of the fair value over the amounts assigned being the implied fair value of goodwill. If the implied fair value is less than the carrying value of the goodwill, an impairment loss would be recorded for the difference. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04, which removed the requirement for a Step 2 goodwill impairment test and permitted early adoption for interim or annual goodwill impairment tests performed on dates on or after January 1, 2017. The Company adopted ASU No. 2017-04 effective June 30, 2017 and any goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, but the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

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 to approximately 11% of the book value of its net assets, 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 the book value of their respective net assets. At June 30, 2017, the annual impairment analysis performed calculated that the value of goodwill at Lone Star was still greater than its carrying value and that the amount by which the excess of the estimated fair value exceeded its carrying value of invested capital at that date was still over 12% of the book value of its net assets.

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.

The change in the balance of goodwill was as follows (in thousands):


	June 30,
	2015			2016			2017

Beginning of year (a)	$	93,166		$	99,344		$	102,546
Additions to goodwill		12,008			6,367			1,673
Impairment of goodwill		—			(2,681	)		—
Other adjustments, primarily foreign translation effect		(5,830	)		(484	)		910
Impairment of goodwill		—			—			—

End of year (b)	$	99,344		$	102,546		$	105,129

(a)

Net of accumulated impairment losses of $13,491 at June 30, 2014 and 2015, and $16,172 at June 30, 2016.

(b)

Net of accumulated impairment losses of $13,491 at June 30, 2015, and $16,172 at June 30, 2016 and 2017.

Goodwill recorded from domestic acquisitions of businesses under asset purchase agreements is deductible for U.S. federal income tax purposes over 15 years, even though goodwill is not amortized for financial reporting purposes.

Intangible Assets

Intangible assets include those with indefinite (trademark and trade name) and finite (primarily customer base and lists, non-compete agreements and deferred financing costs) useful lives. Customer base and lists and non-compete agreements are amortized on the straight-line basis over the expected period of benefit which range from one to fourteen years. Costs to obtain long-term financing are deferred and amortized over the term of the related debt using the straight-line method. Amortizing the deferred financing costs using the straight-line method does not produce significantly different results than that of the effective interest method. Intangible assets consist of the following (in thousands):


	June 30, 2016							June 30, 2017

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount

Trademark and trade name	$	5,486	$	(302	)	$	5,184	$	5,486	$	(453	)	$	5,033
Customer base and lists		50,669		(30,064	)		20,605		47,647		(31,223	)		16,424
Non-compete agreements		14,169		(9,810	)		4,359		9,622		(6,678	)		2,944
Deferred financing costs		3,589		(2,381	)		1,208		4,855		(2,250	)		2,605
Other		3,447		(1,455	)		1,992		4,006		(2,243	)		1,763

	$	77,360	$	(44,012	)	$	33,348	$	71,616	$	(42,847	)	$	28,769

The Company reviews intangible assets (those assets resulting from acquisitions) for impairment if it determines, based on a qualitative assessment, that it is more likely than not (i.e., greater than 50%) that fair value might be less than the carrying amount. If the Company determines that fair value is more likely than not less than the carrying amount, then impairment would be quantitatively tested, using historical cash flows and other relevant facts and circumstances as the primary basis for estimates of future cash flows. If it determines that fair value is not likely to be less than the carrying amount, then no further testing would be required. The Company conducted its review at each yearend, which did not result in an impairment adjustment at June 30, 2017, but did result in an impairment write-down at June 30, 2016 of $387,000 to the carrying amount of the trade name recorded at Southern Frac. This write-down is included in the caption “Impairment of goodwill and trade name” in the accompanying consolidated statements of operations. Determining the fair value of intangible assets involves the use of significant estimates and assumptions, which the Company believes are reasonable, but are uncertain and subject to changes in market conditions.

The estimated future amortization of intangible assets with finite useful lives as of June 30, 2017 is as follows (in thousands):


Year Ending June 30,
2018	$	6,099
2019		5,355
2020		3,165
2021		2,460
2022		1,906
Thereafter		4,751

	$	23,736

Defined Contribution Benefit Plan

Obligations for contributions to defined contribution benefit plans are recognized as an expense in the statement of operations as incurred. Contributions to defined contribution benefit plans in FY 2015, FY 2016 and FY 2017 were $1,644,000, $1,507,000 and $1,586,000, respectively.

Revenue Recognition

The Company leases and sells new and used storage, office, building and portable liquid storage tank containers, modular buildings and mobile offices to its customers, as well as providing other ancillary products and services. Leases to customers generally qualify as operating leases unless there is a bargain purchase option at the end of the lease term. Revenue is recognized as earned in accordance with the lease terms established by the lease agreements and when collectability is reasonably assured. Revenue from sales of the lease fleet is generally recognized upon delivery and when collectability is reasonably assured and revenue from the sales of manufactured units are recognized when title and risk of loss transfers to the purchaser, generally upon shipment. Certain arrangements to sell units under long-term construction-type sales contracts are accounted for under the percentage of completion method. Under this method, income is recognized in proportion to the incurred costs to date under the contract to estimated total costs.

Unearned revenue includes end of lease services not yet performed by the Company (such as transport charges for the pick-up of a unit where the actual pick-up has not yet occurred as the unit is still leased), advance rentals and deposit payments.

Advertising

Advertising costs are generally expensed as incurred. Direct-response advertising costs, principally yellow page advertising, are monitored through call logs and advertising source codes, are capitalized when paid and amortized over the period in which the benefit is derived. However, the amortization period of the prepaid balance never exceeds 12 months. At June 30, 2016 and 2017, prepaid advertising costs were approximately $2,000. Advertising costs expensed were approximately $3,448,000, $3,284,000 and $3,478,000 for FY 2015, FY 2016 and FY 2017, respectively.

Shipping and Handling Costs

The Company reports shipping and handling costs, primarily related to outbound freight in its North American manufacturing operations, as a component of selling and general expenses. Shipping and handling costs totaled $928,000, $219,000 and $172,000 in FY 2015, FY 2016 and FY 2017, respectively. Freight charges billed to customers are recorded as revenue and included in sales.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for temporary differences between the financial reporting basis and income tax basis of assets and liabilities at the balance sheet date multiplied by the applicable tax rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period. The Company files U.S. Federal tax returns, multiple U.S. state (and state franchise) tax returns and Australian, New Zealand and Canadian tax returns. For U.S. Federal tax purposes, all periods subsequent to June 30, 2013 are subject to examination by the U.S. Internal Revenue Service (“IRS”); and, for U.S. state tax purposes, with few exceptions and depending on the state, periods subsequent to June 30, 2011 are subject to examination by the respective state’s taxation authorities. Periods subsequent to June 30, 2013, June 30, 2012 and June 30, 2010 are subject to examination by the respective taxation authorities in Canada, Australia and New Zealand, respectively. Tax records are required to be kept for five years and seven years in Australia and New Zealand, respectively. The Company believes that its income tax filing positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change. Therefore, no reserves for uncertain income tax positions have been recorded. In addition, the Company does not anticipate that the total amount of unrecognized tax benefit related to any particular tax position will change significantly within the next 12 months. The Company’s policy for recording interest and penalties, if any, will be to record such items as a component of income taxes.

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:



	FY 2015		FY 2016		FY 2017

Basic		25,805,679		26,060,823		26,348,344
Assumed exercise of stock options		427,465		—		—

Diluted		26,233,144		26,060,823		26,348,344

Potential common stock equivalents totaling 1,682,726, 2,183,224 and 1,635,025 for FY 2015, FY 2016 and 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 May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 completes the joint effort by the FASB and IASB to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards (“IFRS”). The ASU 2014-09 revenue recognition model virtually replaces all existing revenue recognition guidance and applies to all companies that enter into contracts with customers to transfer goods or services. ASU 2014-09 (as updated by ASU 2015-14 in August 2015, ASU No. 2016-08 in March 2016, ASU No. 10 in April 2016 and ASU No. 12 in May 2016) is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Public and nonpublic entities have the choice to apply ASU 2014-09 either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying ASU 2014-09 at the date of initial application and not adjusting comparative information. While the Company continues to evaluate the requirements of ASU-204.09, it believes the majority of its revenues, as it relates to contractual rental revenue, is excluded from the scope of this ASU and the accounting for the remaining revenue streams will not be materially affected. Accordingly, the Company does not expect the adoption of ASU 2014-09 will have a material impact on its consolidated financial statements. Additionally, the Company intends to utilize the modified retrospective adoption and recognize the cumulative effect of initially applying ASU 2014-09, if significant, as an adjustment to the opening balance of accumulated deficit at the date of initial application.

In April 2015, the FASB issued ASU No. 2015-03, Imputation of Interest (Subtopic 835-30). The amendments in this update require that debt issuance (or deferred financing) costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. In August 2015, the FASB issued ASU No. 2015-15 which added SEC guidance that stated in the absence of authoritative guidance within ASU 2015-03 of debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted these updates in FY 2017 and, as a result, unamortized debt issuance costs totaling $2,239,000 and $2,151,000 as of June 30, 2016 and June 30, 2017, respectively, have been deducted from the carrying amounts of the Credit Suisse Term Loan and Senior Notes (see Note 5) in the accompanying consolidated balance sheets. Unamortized deferred financing costs related to the Asia-Pacific and North American senior credit facilities are included in the caption “Other intangible assets, net” in the accompanying consolidated balance sheets.

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842). This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under U.S. GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. During FY 2017, the Company evaluated this new accounting standard and engaged professionals in the new lease accounting implementation and related real estate consulting industry to assist in determining the effect of the new standard as of July 1, 2017. The Company currently has over 100 real estate leases worldwide and evaluated each of these leases in accordance with the new lease accounting standard under ASC Topic 842. As of July 1, 2017, the Company estimates that the right of use asset to be recorded on its consolidated balance sheet would be approximately $34.0 million to $37.0 million and that the related liability would be approximately $35.0 million to $39.0 million related to operating leases. The difference between the right of use asset and related lease liability is predominantly deferred rent and other related lease expenses under the new lease accounting standard. The difference in the ranges is due to the presumed renewal of leases whereby the exercise of the renewal option is twelve months or less from July 1, 2017. The Company will continue to evaluate existing renewal options in excess of one year as to the probability of exercising renewal options and is currently evaluating its equipment and other finance leases and its lessor accounting under the new standard. The Company will continue this effort in a manner to be appropriately prepared for its implementation on or before July 1, 2019.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718). Under ASU No. 2016-09, all excess tax benefits and tax deficiencies will be recognized in the income statement as they occur. This will replace the current guidance, which requires tax benefits that exceed compensation cost (windfalls) to be recognized in equity, and tax deficiencies (shortfalls) to be recognized in equity to the extent of previously recognized windfalls. It will also eliminate the need to maintain a “windfall pool,” and will remove the requirement to delay recognizing a windfall until it reduces current taxes payable. ASU No. 2016-09 will also change the cash flow presentation of excess tax benefits, classifying them as operating inflows, consistent with other cash flows related to income taxes. In addition, this ASU allows a policy election to either continue to reduce share-based compensation expense for forfeitures in future periods, or to recognize forfeitures as they occur. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The Company will implement ASU No. 2016-09 in the first quarter of its fiscal year ending June 30, 2018, elect to recognize forfeitures as they occur and estimates the cumulative-effect adjustment for previously unrecognized excess tax benefits and for the tax-effect of the difference between the fair value estimate of awards historically expected to be forfeited and the fair value estimate of awards actually forfeited on the opening balance sheet to be an approximately $135,000 benefit to accumulated deficit.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires recognition of income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This ASU is effective for annual reporting periods after December 15, 2017, including interim periods therein, with early adoption permitted and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not believe the requirements of ASU No. 2017-01 will have a material effect on the consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 842): Clarifying the Definition of a Business. ASU No. 2017-01 clarifies the definition of a business to help companies evaluate whether acquisition or disposal transactions should be accounted for as asset groups or as businesses. This ASU will take effect for public companies in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not believe that the requirements of ASU No. 2017-01 will have a material effect to its consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718). ASU No. 2017-09 clarifies what constitutes a modification of a share-based payment award. This standard is effective for annual and interim periods beginning after December 15, 2017. We will implement this standard on January 1, 2018 and apply the guidance prospectively to modifications after that date. The Company does not believe that the requirements of ASU 2017-09 will have a material effect on the consolidated financial statements.

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 2017, 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 day of January, July and October and on the 30^th day of April of each year. In the event of any liquidation or winding up of the Company, the holders of the Series B Preferred Stock will have preference to holders of common stock.

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 2017, 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 day of each January, July and October and on the 30^th day of April when, as and if declared by the Company’s Board of Directors. Commencing on May 17, 2018, the Company may redeem, at its option, the Series C Preferred Stock, in whole or in part, at a cash redemption price of $100.00 per share, plus any accrued and unpaid dividends to, but not including, the redemption date. Among other things, the Series C Preferred Stock has no stated maturity, is not subject to any sinking fund or other mandatory redemption, and is not convertible into or exchangeable for any of the Company’s other securities. Holders of the Series C Preferred Stock generally will have no voting rights, except for limited voting rights if dividends payable on the outstanding Series C Preferred Stock are in arrears for six or more consecutive or non-consecutive quarters, and under certain other circumstances. If the Company fails to maintain the listing of the Series C Preferred Stock on the NASDAQ Stock Market (“NASDAQ”) for 30 days or more, the per annum dividend rate will increase by an additional 2.00% per $100.00 stated liquidation value ($2.00 per annum per share) so long as the listing failure continues. In addition, in the event of any liquidation or winding up of the Company, the holders of the Series C Preferred Stock will have preference to holders of common stock and are pair passu with the Series B Preferred Stock. The Series C Preferred Stock is listed on NASDAQ under the symbol “GFNCP.”

Dividends

As of June 30, 2017, since issuance, dividends paid or payable totaled $85,000 for the Series B Preferred Stock and dividends paid totaled $14,440,000 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, 2014, the Board of Directors of Royal Wolf declared a dividend of AUS$0.055 per RWH share payable on October 3, 2014 to shareholders of record on September 18, 2014; and on February 10, 2015, the Board of Directors of Royal Wolf declared a dividend of AUS$0.04 per RWH share payable on April 2, 2015 to shareholders of record on March 18, 2015.

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; and on February 8, 2016, the Board of Directors of Royal Wolf declared a dividend of AUS$0.03 per RWH share payable on April 4, 2016 to shareholders of record on March 16, 2016, respectively.

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 and on February 7, 2017, the Board of Directors of Royal Wolf declared a dividend of AUS$0.025 per RWH share payable on April 4, 2017 to shareholders of record on March 16, 2017.

The consolidated financial statements reflect the amount of the dividends pertaining to the noncontrolling interest.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74567-122707

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e))
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Subparagraph (SX 210.5-02(31))
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Note 4. Acquisitions

The Company can enhance its business and market share by entering into new markets in various ways, including starting up a new location or acquiring a business consisting of container, modular unit or mobile office assets of another entity. An acquisition generally provides the Company with operations that enables it to at least cover existing overhead costs and is preferable to a start-up or greenfield location. The businesses discussed below were acquired primarily to expand the Company’s container lease fleet. The accompanying consolidated financial statements include the operations of the acquired businesses from the dates of acquisition.

FY 2015 Acquisitions

On July 1, 2014, the Company, through Pac-Van, purchased the business of Black Angus Steel & Supply Co. and Bulkhead Express, LLC (“Black Angus”) for $4,861,000, which included the issuance of 16,002 shares of GFN common stock and a holdback amount of $1,468,000. Black Angus leases and sells containers from two locations in Texas.

On October 20, 2014, the Company, through Pac-Van, purchased the business of LongVANS, Inc. (“LongVANS”) for $13,769,000, which included a holdback amount of $577,000. LongVANS designs, manufactures, leases and sells portable storage containers, portable security containers and modular office trailers from two locations in Wisconsin.

On November 14, 2014, the Company, through Pac-Van, purchased the business of A-One Storage, LLC (“A-One”) for $8,308,000, which included a holdback amount of $779,000. A-One leases and sells storage containers, ground level offices (office containers), storage trailers and wheeled office trailers in Columbus, Ohio.

On December 1, 2014, the Company, through Royal Wolf, purchased the business of YS Container Services (“YS Container”) for approximately $1,560,000 (AUS$1,833,000), which included a holdback amount of $147,000 (AUS$172,000). YS Container primarily leases and sells containers in Christchurch, New Zealand.

On January 9, 2015, the Company, through Pac-Van, purchased the business of Bristlecone Ventures, LLC, doing business as “Falcon Containers” (“Falcon Containers”), for $7,090,000. Falcon Containers primarily leases and sells portable storage and office containers from its two locations in Austin and San Antonio, Texas.

On February 20, 2015, the Company, through Pac-Van, purchased the business of AB-TK Leasing, Inc., doing business as “Chet-Jac Trailer Sales” (“Chet-Jac”), for approximately $1,039,000, which included a holdback amount of $100,000. Chet-Jac primarily leases and sells portable storage containers and storage trailers from Holts Summit, Missouri.

On March 20, 2015, the Company, through Pac-Van, purchased the business of Budget Mobile Storage, LLC (“Budget Mobile Storage”), for $940,000, which included a holdback amount of $71,000. Budget Mobile Storage primarily leases and sells primarily portable storage containers in Des Moines, Iowa, Wichita, Kansas and the Quad Cities area surrounding Milan, Illinois.

On June 10, 2015, the Company, through Royal Wolf, purchased the business of Ivan’s Container Hire (“Ivan’s Container”) for approximately $165,000 (AUS$217,000), which included a holdback amount of $10,000 (AUS$13,000). Ivan’s Container primarily leases and sells containers in Toowoomba, Queensland.

The allocations for the acquisitions in FY 2015 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values were as follows (in thousands):


	Black Angus July 1, 2014		LongVANS October 20, 1014		A-One November 14, 2014		Falcon Containers January 9, 2015		Other Acquisitions		Total

Fair value of the net tangible assets acquired and liabilities assumed:
Cash	$	—	$	—	$	—	$	373	$	—	$	373
Trade and other receivables		139		631		—		256				1,026
Inventories		—		22		—		—		288		310
Prepaid expenses and other		—		44		—		—		16		60
Property, plant and equipment		249		609		302		255		89		1,504
Lease fleet		2,020		6,228		4,803		3,300		2,102		18,453
Accounts payables and accrued liabilities		—		(340)		—		(224)		(32)		(596)
Unearned revenue and advance payments		(84)		(626)		(299)		(204)		(53)		(1,266)
Deferred tax liabilities		—		—		—		(853)		—		(853)

Total net tangible assets acquired and liabilities assumed		2,324		6,568		4,806		2,903		2,410		19,011
Fair value of intangible assets acquired:
Non-compete agreement		261		728		160		406		260		1,815
Customer lists/relationships		851		1,400		972		633		589		4,445
Trade name		—		453		—		—		—		453
Goodwill		1,425		4,620		2,370		3,148		445		12,008

Total intangible assets acquired		2,537		7,201		3,502		4,187		1,294		18,721

Total purchase consideration	$	4,861	$	13,769	$	8,308	$	7,090	$	3,704	$	37,732

The operating results for the FY 2015 acquisitions prior to and since their respective dates of acquisition were not considered significant.

FY 2016 Acquisitions

On August 28, 2015, the Company, through Pac-Van, purchased the business of Mobile Storage Solutions of Mo., LLC (“MSS”) for $1,497,000, which included a deferred purchase price promissory note of $613,000, bearing interest at 2.00% per annum and due in January 2016, and a holdback amount of $139,000. MSS leased and sold storage and office containers and storage trailers in Springfield, Missouri.

On October 16, 2015, the Company, through Pac-Van, purchased the container business of McKinney Trailer Rentals, Inc., d/b/a McKinney Container Rentals & Sales (“McKinney”), for $15,264,000, which included holdback and other adjustment amounts totaling $940,000. McKinney leased and sold storage (including refrigerated) containers and chassis and other units in the Seattle and Tacoma area.

On October 29, 2015, the Company, through Royal Wolf, purchased the container business of Spacewise (Aust) Pty Limited (“Spacewise”), for $281,000 (AUS$390,000), which included holdback and other adjustment amounts totaling $56,000 (AUS$78,000). Spacewise is based in Sydney, New South Wales.

On December 23, 2015, the Company, through Royal Wolf, purchased the container business of W.A. Container Services Pty Limited (“W.A. Container”), for $321,000 (AUS$439,000), which included holdback and other adjustment amounts totaling $66,000 (AUS$90,000). W.A. Container is based in Perth, West Australia.

On February 19, 2016, the Company, through Pac-Van, purchased the container business of Box Service Company, Inc. (“BSC”) for $461,000, which included a holdback of $35,000. BSC is based in Houston, Texas.

On April 4, 2016, the Company, through Pac-Van, purchased the container business of Aran Trading, Ltd. (“Aran”), for $4,755,000, which included a holdback of $500,000 paid to an escrow account. Aran, which is located in Salisbury, Massachusetts, leases and sells storage containers and trailers in the New England area.

The allocations for the acquisitions in FY 2016 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values were as follows (in thousands):


	MSS August 28, 2015		McKinney October 16, 2015		Aran April 4, 2016		Other Acquisitions		Total

Fair value of the net tangible assets acquired and liabilities assumed:
Trade and other receivables	$	—	$	1,580	$	97	$	—	$	1,677
Inventories		—		—		—		23		23
Prepaid expenses and other		—		8		—		—		8
Property, plant and equipment		60		531		206		77		874
Lease fleet		933		6,278		2,897		730		10,838
Accounts payables and accrued liabilities		—		(984)		—		(22)		(1,006)
Unearned revenue and advance payments		(27)		(2)		(175)		(56)		(260)

Total net tangible assets acquired and liabilities assumed		966		7,411		3,025		752		12,154
Fair value of intangible assets acquired:
Non-compete agreement		132		239		52		76		499
Customer lists/relationships		226		2,371		353		104		3,054
Other		—		89		416		—		505
Goodwill		173		5,154		909		131		6,367

Total intangible assets acquired		531		7,853		1,730		311		10,425

Total purchase consideration	$	1,497	$	15,264	$	4,755	$	1,063	$	22,579

Revenues and net income for McKinney since the date of acquisition in FY 2016 totaled $7,494,000 and $1,219,000, respectively. The FY 2016 operating results of all acquisitions prior to and since their respective dates of acquisition were not considered significant.

FY 2017 Acquisitions

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.

On December 1, 2016, the Company, through Royal Wolf, purchased the container businesses of All Direct Container Sales Pty Limited and ADC Storage Pty Limited as Trustee for the ADC Storage Unit Trust (collectively “All Direct”), for $3,040,000 (AUS$4,109,000), which included holdback and other adjustment amounts totaling $154,000 (AUS$209,000). All Direct leases and sells containers in the southeast Queensland market, particularly in the Brisbane, Gold Coast and Toowoomba regions.

The allocations for the acquisitions 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			All Direct December 1, 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			44			111
Lease fleet		352			615			1,646			2,613
Accounts payables and accrued liabilities		—			(7	)		(45	)		(52	)
Unearned revenue and advance payments		(21	)		(36	)		—			(57	)
Deferred income taxes		—			(241	)		(201	)		(442	)

Total net tangible assets acquired and liabilities assumed		425			643			1,444			2,512
Fair value of intangible assets acquired:
Non-compete agreement		21			29			350			400
Customer lists/relationships		138			312			334			784
Goodwill		78			683			912			1,673

Total intangible assets acquired		237			1,024			1,596			2,857

Total purchase consideration	$	662		$	1,667		$	3,040		$	5,369

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. In FY 2015, the goodwill recognized in the Black Angus, LongVANS, A-One, Chet-Jac and Budget Mobile Storage acquisitions is deductible for U.S. income tax purposes, but the goodwill recognized in the Falcon Containers, YS Container and Ivan’s Container acquisitions is not. In FY 2016, the goodwill recognized in the Spacewise and W.A. Container acquisitions is not deductible for U.S. income tax purposes, but all other goodwill recognized during FY 2016 is deductible. The estimated fair value of the tangible and intangible assets acquired and liabilities assumed exceeded the purchase prices of Spacewise resulting in estimated bargain purchase gain of $72,000 in FY 2016. This gain has been recorded as non-operating income in the accompanying consolidated statements of operations. In FY 2017, the goodwill recognized in the GCC, CSS and All Direct acquisitions are not deductible for U.S. income tax purposes.

The Company incurred approximately $279,000 during FY 2015, $422,000 during FY 2016 and $44,000 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.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Senior and Other Debt

Note 5. Senior and Other Debt

Asia-Pacific Leasing Senior Credit Facility

Royal Wolf has a $115,304,000 (AUS$150,000,000) secured senior credit facility, as last amended in December 2016, 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 $69,182,000 (AUS$90,000,000) and CBA’s proportionate share is $46,122,000 (AUS$60,000,000). The ANZ/CBA Credit Facility is secured by substantially all of the assets of the Company’s Australian and New Zealand subsidiaries and has $76,869,000 (AUS$100,000,000) maturing on January 31, 2022 (Facility A), and $38,435,000 (AUS$50,000,000) maturing on July 31, 2019 (Facility B).

For the ANZ proportionate share, 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 1.40% - 2.40% 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 margin of 1.75% - 2.65% per annum on Facility A and 1.45% - 2.35% on Facility B. At June 30, 2017, the 30-day and 90-day BBSY and BKBM were 1.665% and 1.755% and 1.850% and 1.980%, respectively. The ANZ/CBA Credit Facility also include $2,306,000 (AUS$3,000,000) sub-facilities 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 3.25 times EBITDA, as defined.

At June 30, 2017, total borrowings and availability under the ANZ/CBA Credit Facility totaled $81,051,000 (AUS$105,440,000) and $12,320,000 (AUS$16,027,000), respectively. Of the total borrowings, $54,622,000 (AUS$71,058,000) is drawn under Facility A and $26,429,000 (AUS$34,382,000) is drawn under Facility B.

The above amounts were translated based upon the exchange rate of one Australian dollar to $0.76869 U.S. dollar at June 30, 2017.

North America Senior Credit Facility

The North America leasing (Pac-Van and Lone Star) and manufacturing operations (Southern Frac) have a combined $237,000,000 senior secured revolving credit facility, as amended, with a syndicate led by Wells Fargo Bank, National Association (“Wells Fargo”) that also includes East West Bank, CIT Bank, N.A., the Private Bank and Trust Company, KeyBank, National Association, Bank Hapoalim B.M. and Associated Bank, N.A. (the “Wells Fargo Credit Facility”). The Wells Fargo Credit Facility matures on March 24, 2022, assuming the Company’s publicly-traded senior notes due July 31, 2021(see below) are extended at least 90 days past this scheduled maturity date; otherwise the Wells Fargo Credit Facility would mature on March 24, 2021. There is also a separate loan agreement with Great American Capital Partners (“GACP”), where GACP provided a First In Last Out Term Loan (“FILO Term Loan”) within the Wells Fargo Credit Facility in the amount of $20,000,000, and inclusive in the $237,000,000 total amount. The FILO Term Loan has the same maturity date and commences principal amortization on October 1, 2018 at $500,000 per quarter. The FILO Term Loan has a prepayment fee of 3.00% of the prepaid amount if prepaid prior to the first anniversary, 2.00% of the prepaid amount if prepaid prior to the second anniversary and 1.00% of the prepaid amount if prepaid prior to the third anniversary.

The Wells Fargo Credit Facility is secured by substantially all of the rental fleet, inventory and other assets of the Company’s North American leasing and manufacturing operations. The FILO Term Loan also contains a first priority lien on the same collateral, but on a “last out basis,” after all of the outstanding obligations to the primary lenders in the Wells Fargo Credit Facility have been satisfied. The Wells Fargo Credit Facility effectively not only finances the North American operations, but also the funding requirements for the Series C Preferred Stock (see Note 3), the term loan with Credit Suisse (see below) and the publicly-traded unsecured senior notes. The maximum amount of intercompany dividends that Pac-Van and Lone Star are allowed to pay in each fiscal year to GFN for the funding requirements of GFN’s senior and other debt and the Series C Preferred Stock are (a) the lesser of $5,000,000 for the Series C Preferred Stock or the amount equal to the dividend rate of the Series C Preferred Stock and its aggregate liquidation preference and the actual amount of dividends required to be paid to the Series C Preferred Stock; (b) the actual annual interest to be paid for the term loan with Credit Suisse; and (c) $6,300,000 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%. The FILO Term Loan within the Wells Fargo Credit Facility bears interest at 11.00% above the LIBOR rate, with a LIBOR rate floor of 1.00%. 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 June 30, 2017, borrowings and availability under the Wells Fargo Credit Facility totaled $180,946,000 and $37,692,000, 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, 2018. 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 June 30, 2017, $9,920,000 remained outstanding, net of unamortized debt issuance costs of $80,000. 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.

Senior Notes

On June 18, 2014, the Company completed the sale of unsecured senior notes (the “Senior Notes”) in a public offering for an aggregate principal amount of $72,000,000. On April 24, 2017, the Company completed the sale of a “tack-on” offering of its publicly-traded Senior Notes for an aggregate principal amount of $5,390,000 that was priced at $24.95 per denomination. Net proceeds were $5,190,947, after deducting an aggregate original issue discount (“OID”) of $10,780 and underwriting discount of $188,273. In both offerings, the Company used at least 80% of the gross proceeds to reduce indebtedness at Pac-Van and Lone Star under the Wells Fargo Credit Facility in order to permit the payment of intercompany dividends by Pac-Van and Lone Star to GFN to fund the interest requirements of the Senior Notes. For the ‘tack-on” offering, this amounted to $4,303,376 of the net proceeds. At June 30, 2017, the Company has total outstanding publicly-traded Senior Notes in an aggregate principal amount of $77,390,000 ($75,319,000, net of unamortized debt issuance costs of $2,071,000).

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 had an option, prior to July 31, 2017, to 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 have redeemed 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. The Company has not redeemed any of its Senior Notes as July 31, 2017.

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 June 30, 2017, other debt totaled $8,402,000.

The Company was in compliance with the financial covenants under all its credit facilities as of June 30, 2017.

The weighted-average interest rate in the Asia-Pacific area was 5.4%, 5.4% and 5.0% in FY 2015, 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 5.2%, 4.9% and 5.3% in FY 2015, FY 2016 and FY 2017, respectively, which does not include the effect of the amortization of deferred financing costs and accretion of interest.

Senior and other debt consisted of the following at June 30, 2016 and 2017 (in thousands):


	June 30,
	2016		2017

ANZ/CBA Credit Facility	$	76,050	$	81,051
Wells Fargo Credit Facility		187,591		180,946
Credit Suisse Term Loan		9,864		9,920
Senior Notes		69,897		75,319
Other		8,818		8,402

	$	352,220	$	355,638

Scheduled Maturities on Senior and Other Debt

The scheduled maturities for the senior credit facilities senior subordinated notes and other debt at June 30, 2017 were as follows (in thousands):


Year Ending June 30,
2018	$	4,011
2019		13,668
2020		29,691
2021		2,094
2022		305,486
Thereafter		688

	$	355,638

Financial Instruments

Note 6. Financial Instruments

Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, FASB ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows:

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		June 30, 2017


Swap Contracts and Options (Caps and Collars)	Trade payables and accrued liabilities	$	871	$	96

Forward-Exchange Contracts	Trade payables and accrued liabilities		255		299


Type of Derivative Contract	Statement of Operations Classification	FY 2015		FY 2016		FY 2017


Swap Contracts and Options (Caps and Collars)	Unrealized gain included in interest expense	$	104	$	—	$	1,073

Forward-Exchange Contracts	Unrealized foreign currency exchange gain (loss)		383		(367)		(12)

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. The Company entered into one interest rate swap contract prior to FY 2015 and two interest rate swap contracts in FY 2017 that have been designated as cash flow hedges. The Company expects these derivatives to remain effective during the remaining term of the swaps; however, any changes in the portion of the hedges considered ineffective would be recorded in interest expense in the consolidated statement of operations. In FY 2015 and FY 2017, amounts recorded in interest expense of the cash flow hedge entered into prior to FY 2015 were unrealized gains of $104,000 and $1,073,000, respectively.

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, there was one open interest rate swap contract that matured in June 2017; and as of June 30, 2017, there were two open interest rate swap contracts, one that matures in June 2019 and the other that matures in June 2021, as follows (dollars in thousands):


	June 30,
	2016		2017
Notional amounts	$	37,213	$	30,748
Fixed/Strike Rates		3.98%		2.0025% - 2.2900%
Floating Rates		1.90%		1.6650%
Fair Value of Combined Contracts	$	(871)	$	(96)

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 and two participating forward contracts that mature between July 2016 and November 2016; and as of June 30, 2017, there were 16 open forward exchange contracts that mature between July 2017 and December 2017, as follows (dollars in thousands):


	June 30,
	2016		2017
Notional amounts	$	8,617	$	7,687
Exchange/Strike Rates (AUD to USD)		0.6460 – 0.7803		0.69304 – 0.75650
Fair Value of Combined Contracts	$	(255)	$	(299)

In FY 2015, FY 2016 and FY 2017, net unrealized and realized foreign exchange gains (losses) totaled $(512,000) and $(180,000), $(103,000) and $80,000 and $(375,000) and $(39,000), 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 and 2017 was determined to be approximately $336,901,000 and $347,236,000, respectively. The Company also determined that the fair value of its other debt of $8,818,000 and $8,402,000 at June 30, 2016 and 2017, respectively, approximated or would not vary significantly from their carrying values.

Under the provisions of FASB ASC Topic 825, Financial Instruments, the carrying value of the Company’s other financial instruments (consisting primarily of cash and cash equivalents, net receivables, trade payables and accrued liabilities) approximate fair value.

Credit Risk and Allowance for Doubtful Accounts

Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of receivables. Concentrations of credit risk with respect to receivables are limited due to the large number of customers spread over a large geographic area in many industry sectors and no single customer accounted for more than 10% of consolidated revenues or trade receivables during and at the periods presented. However, in our North American leasing operations a significant portion of the business activity are with companies in the construction and energy (oil and gas and mining) industries. Revenues from the construction industry totaled $34,077,000 in FY 2015; and revenues and receivables from the construction industry totaled $42,799,000 and $6,032,000 during FY 2016 and at June 30, 2016, respectively; and $39,951,000 and $5,521,000 during FY 2017 and at June 30, 2017, respectively. Revenues of $61,537,000, $29,866,000 and $24,884,000 during FY 2015, FY 2016 and FY 2017, respectively; and receivables of $3,971,000 and $6,568,000 at June 30, 2016 and 2017, respectively, were from the energy industry. In addition, substantially all of the Company’s North American manufacturing revenues at Southern Frac during FY 2015 were from the energy industry.

The Company’s receivables related to sales of lease inventories and fleet are generally secured by the equipment sold to the customer. The Company’s receivables related to leasing operations are primarily amounts generated from both off-site and on-site customers. The Company has the right to repossess lease equipment for nonpayment. It is the Company’s policy that all customers who wish to purchase or lease containers on credit terms are subject to credit verification procedures and the Company will agree to terms with customers believed to be creditworthy. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not typically significant; however, in FY 2016 the Company has provided more than historically normal provision and write-offs for bad debts, primarily for customers in the energy sector. Net allowance for doubtful accounts provided and uncollectible accounts written off, net of recoveries and other, was $4,434,000 and $1,348,000, $5,570,000 and $3,357,000, and $2,529,000 and $5,060,000 for FY 2015, FY 2016 and FY 2017, respectively. The translation gain (loss) to the allowance for doubtful accounts for FY 2015 and FY 2017 was $(271,000) and $42,000, respectively. There was no translation gain or loss in FY 2016.

With respect to credit risk arising from the other significant financial assets of the Company, which comprise cash and cash equivalents, available-for-sale financial assets and certain derivative instruments, the Company’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. As the counter party for derivative instruments is nearly always a bank, the Company has assessed this as a low risk.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

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-SubTopic 10
-Section 50
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+ Details

Note 7. Income Taxes

Income (loss) before provision for income taxes consisted of the following (in thousands):



	FY 2015		FY 2016		FY 2017

North America	$	6,234	$	(13,607)	$	(8,234)
Asia-Pacific		15,508		8,130		7,362

	$	21,742	$	(5,477)	$	(872)

The provision for income taxes consisted of the following (in thousands):



	FY 2015		FY 2016		FY 2017

Current:
U.S. Federal	$	—	$	—	$	—
State		—		203		172
Foreign		4,582		1,842		703

		4,582		2,045		875

Deferred:
U.S. Federal		4,152		(4,364)		(3,351)
State		474		(39)		(120)
Foreign		(511)		167		2,571

		4,115		(4,236)		(900)

	$	8,697	$	(2,191)	$	(25)

The components of the net deferred tax liability are as follows (in thousands):


	June 30,

	2016		2017

Deferred tax assets:
Net operating loss and tax credit carryforwards (a)	$	28,686	$	40,310
Accrued compensation and other benefits		3,070		2,867
Allowance for doubtful accounts		3,079		1,846

Total deferred tax assets		34,835		45,023

Deferred tax liabilities:
Accelerated tax depreciation and amortization (a)		(73,841)		(82,214)
Deferred revenue and expenses		—		(915)

Total deferred tax liabilities		(73,841)		(83,129)

Net deferred tax liabilities	$	(39,006)	$	(38,106)

(a) The June 30, 2016 deferred tax liability has been adjusted to reflect a reclassification to accelerated tax depreciation and amortization from net operating loss and tax credit carryforwards.

At June 30, 2017, the Company had a U.S. federal net operating loss carryforward of $94,806,000, which expires if unused during fiscal years 2019 – 2037, and state net operating loss carryforwards of $40,937,000, which will begin expiring in fiscal year 2019. As a result of stock ownership changes, it is possible to have a change in ownership for federal income tax purposes, which can limit the amount of net operating loss currently available as a deduction. As a result of the stock ownership change in the Pac-Van acquisition in October 2008, the available deduction of the net operating loss carryforward of $21,304,000 is generally limited to approximately $2,400,000 on a yearly basis.

For income tax purposes, deductible compensation related to non-qualified stock option awards is based on the value of the award when realized, which may be different than the compensation expense recognized in the consolidated financial statements, which is based on the award value on the date of grant. The difference between the value of the award upon grant and the value of the award when ultimately realized creates either additional tax benefits or a tax shortfall. Tax benefits resulting from tax deductions in excess of the compensation cost recognized for share-based awards would be recognized as increases to additional paid in capital only if an incremental income tax benefit would be realized after considering all other tax attributes presently available. Tax shortfalls, which would occur when the tax deduction for share-based awards is less than the compensation cost recognized, would be recorded as a reduction to additional paid in capital to the extent that, cumulatively, the shortfalls do not exceed the cumulative excess tax benefits recognized (including excess tax benefits not yet recognized in additional paid in capital). Should cumulative tax shortfalls exceed cumulative excess tax benefits, the difference would be reflected as additional tax expense in the consolidated financial statements. The Company has not recognized excess tax benefits in FY 2015, FY 2016 or FY 2017 because it has not paid U.S. federal income taxes in those years.

Management evaluates the ability to realize its deferred tax assets on a quarterly basis and adjusts the amount of its valuation allowance if necessary. No valuation allowance has been determined to be required as of June 30, 2016 and 2017.

A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate is as follows:


	FY 2015		FY 2016		FY 2017

Federal statutory rate		35.0%		35.0%		35.0%
Adjustment to estimated state deferred tax liability, net of U.S. federal tax benefit (a)		—		—		(34.1)
State and Asia-Pacific taxes, net of U.S. federal tax benefit and credit		5.0		5.0		(2.1)
Other		--		--		4.1

Effective tax rate		40.0%		40.0%		2.9%

(a) Adjustment for estimated state taxes of $297,000.

Related-Party Transactions

Note 8. 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 $110,000 in each of FY 2015 and FY 2016 and $113,000 in FY 2017.

The premises of Pac-Van’s Las Vegas branch are owned by and were leased from the acting branch manager through December 31, 2016. From January 1, 2017 through May 12, 2017, the use of the premises was rented from the acting branch manager on a month-to-month basis. Effective May 12, 2017, the Company entered into a lease agreement through December 31, 2020 for rental of $10,876 per month and the right to extend the term of the lease for three two-year options, with the monthly rental increasing at each option period form $11,420 to $12,590 per month. Rental payments on these premises totaled $118,000 during FY 2015 and FY 2016 and $124,000 during FY 2017.

Note 9. 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 June 30, 2017, 550,194 shares remained available for grant.

On January 22, 2015 (the “January 2015 Grant”), the Company granted time-based options to three key employees of GFN and Pac-Van to purchase 33,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $8.29 per share. The options under the January 2015 Grant vest over 36 months from the date of grant.

On June 15, 2015 (the “June 2015 Grant”), the Company granted time-based options to 22 key employees of GFN, Pac-Van, Lone Star and Southern Frac to purchase 240,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $5.45 per share. The options under the June 2015 Grant vest over 36 months from the date of grant.

In FY 2015, the weighted-average fair value of the stock options granted to officers and key employees was $4.02, determined using the Black-Scholes option-pricing model using the following assumptions: a risk-free interest rate of 1.65% - 2.10%, an expected life of 7.5 years, an expected volatility of 70.2% - 71.1% and no expected dividend.

On June 8, 2016 (the “June 2016 Grant”), “), the Company granted time-based options to 21 key employees of GFN, Pac-Van, Lone Star and Southern Frac to purchase 106,700 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $4.11 per share. The options under the June 2016 Grant vest over 36 months from the date of grant. The weighted-average fair value of the stock options in the June 2016 Grant was $2.87, determined using the Black-Scholes option-pricing model using the following assumptions: a risk-free interest rate of 1.47%, an expected life of 7.5 years, an expected volatility of 72.9% and no expected dividend.

On February 7, 2017 (the “February 2017 Grant”), the Company granted time-based options to an officer of GFN to purchase 225,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $5.10 per share. The options under the February 2017 Grant vest over 36 months from the date of grant. The weighted-average fair value of the stock options in the February 2017 Grant was $3.35, determined using the Black-Scholes option-pricing model using the following assumptions: a risk-free interest rate of 2.13%, an expected life of 7.5 years, an expected volatility of 65.1% and no expected dividend.

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 June 30, 2017, 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 2015, FY 2016 and FY 2017 follows:


	Number of Options (Shares)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)

Outstanding at June 30, 2014		2,152,820	$	5.03
Granted		273,000		5.79
Exercised		(195,879)		2.84
Forfeited or expired		(119,750)		4.61

Outstanding at June 30, 2015		2,110,191	$	5.35		5.4


Exercisable at June 30, 2015		1,443,443	$	5.59		3.9


	Number of Options (Shares)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)

Outstanding at June 30, 2015		2,110,191	$	5.35
Granted		106,700		4.11
Exercised		(13,000)		3.09
Forfeited or expired		(20,667)		6.05

Outstanding at June 30, 2016		2,183,224	$	5.30		4.6


Exercisable at June 30, 2016		1,852,190	$	5.24		3.8


	Number of Options (Shares)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)

Outstanding at June 30, 2016		2,183,224	$	5.30
Granted		225,000		5.10
Exercised		(21,500)		2.50
Forfeited or expired		(325,667)		7.75

Outstanding at June 30, 2017		2,061,057	$	4.92		4.9


Vested and expected to vest at June 30, 2017		2,061,057	$	4.92		4.9


Exercisable at June 30, 2017		1,632,256	$	4.78		3.8

At June 30, 2017, outstanding time-based options and performance-based options totaled 1,346,347 and 714,710, respectively. Also at that date, the Company’s market price for its common stock was $5.15 per share, which was at or below the exercise prices of 38.4% of the outstanding stock options. The intrinsic value of the outstanding stock options at that date was $2,201,000. Share-based compensation of $7,297,000 related to stock options has been recognized in the consolidated statements of operations, with a corresponding benefit to equity, from inception through June 30, 2017. At that date, there remains $1,199,000 of unrecognized compensation expense to be recorded on a straight-line basis over the remaining weighted-average vesting period of 1.6 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- Average Grant Date Fair Value

Nonvested at June 30, 2014		205,320	$	6.23
Granted		117,370		6.10
Vested		(21,719)		6.22
Forfeited		(6,988)		6.15

Nonvested at June 30, 2015		293,983		6.18
Granted		263,007		4.10
Vested		(117,370)		6.10
Forfeited		(66,113)		9.25

Nonvested at June 30, 2016		373,507		4.20
Granted		349,304		4.10
Vested		(242,501)		6.10
Forfeited		—		—

Nonvested at June 30, 2017		480,310	$	4.54

Share-based compensation of $2,163,000 related to non-vested equity shares has been recognized in the consolidated statements of operations, with a corresponding benefit to equity, from inception through June 30, 2017. At that date, there remains $2,006,000 of unrecognized compensation expense to be recorded on a straight-line basis over the remaining vesting period of over approximately 0.42 year – 3.00 years for the non-vested equity shares.

On June 15, 2015, the Company granted a total of 29,358 equity shares to an officer of GFN at a value equal to the closing market price of the Company’s common stock as of that date, or $5.45 per share. The fair value of this equity share grant of $160,000 has been recognized in the consolidated statements of operations, with a corresponding benefit to equity.

On October 12, 2016, the Company granted a total of 22,112 equity shares to an officer of GFN at a value equal to the closing market price of the Company’s common stock as of that date, or $4.45 per share. The fair value of this equity share grant of $98,000 has been recognized in the consolidated statements of operations as share-based compensation, with a corresponding benefit to equity.

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 June 30, 2017, Royal Wolf has granted, net of forfeitures, 2,582,723 performance rights to key management personnel under the LTI Plan. Also, as of June 30, 2017, 642,582 of the performance rights have been converted into RWH capital stock through purchases in the open market. In FY 2015, FY 2016 and FY 2017, share-based compensation of $858,000, $959,000 and $(74,000), respectively, related to the LTI Plan has been recognized in the consolidated statements of operations, with a corresponding benefit to equity.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details

Commitments and Contingencies

Note 10. Commitments and Contingencies

Operating Lease Rentals

The Company leases primarily facilities and office equipment under operating leases. The leases have terms of between one and nine years, some with an option to renew the lease after that period. None of the leases includes contingent rentals. There are no restrictions placed upon the lessee by entering into these leases. Non-cancellable operating lease rentals at June 30, 2017 are payable as follows (in thousands):


Year Ending June 30,
2018	$	9,418
2019		7,172
2020		5,422
2021		4,017
2022		2,722
Thereafter		9,722

	$	38,473

Rental expense on non-cancellable operating leases was $9,559,000, $10,382,000 and $11,911,000 in FY 2015, FY 2016 and FY 2017, respectively.

Sales-Type and Operating Fleet Leases

Future minimum receipts under sales-type and operating fleet leases at June 30, 2016 are as follows (in thousands):


Year Ending June 30,
2018	$	15,688
2019		4,233
2020		1,815
2021		850
2022		601
Thereafter		—

	$	23,187

Self-Insurance

The Company has insurance policies to cover auto liability, general liability, directors and officers liability and workers compensation-related claims. Effective on February 1, 2017, the Company became self-insured for auto liability and general liability through GFNI, a wholly-owned captive insurance company, up to a maximum of $1,200,000 per policy period. Claims and expenses are reported when it is probable that a loss has occurred and the amount of the loss can be reasonably estimated. These losses include an estimate of claims that have been incurred but not reported. At June 30, 2017, reported liability totaled $129,000, and has been recorded in the caption “Trade payables and accrued liabilities” in the accompanying consolidated balance sheets.

Other Matters

The Company is not involved in any material lawsuits or claims arising out of the normal course of business. The nature of its business is such that disputes can occasionally arise with employees, vendors (including suppliers and subcontractors) and customers over warranties, contract specifications and contract interpretations among other things. The Company assesses these matters on a case-by-case basis as they arise. Reserves are established, as required, based on its assessment of its exposure. The Company has insurance policies to cover general liability and workers compensation related claims. In the opinion of management, the ultimate amount of liability not covered by insurance under pending litigation and claims, if any, will not have a material adverse effect on our financial position, operating results or cash flows.

Detail of Certain Accounts

Note 11. Detail of Certain Accounts

Trade payables and accrued liabilities consist of the following (in thousands):


	June 30,
	2016		2017

Trade payables	$	22,825	$	21,810
Checks written in excess of bank balance		—		1,660
Payroll and related		8,815		9,207
Taxes, other than income		1,809		1,812
Fair value of interest swap and option and forward currency exchange contacts		1,126		395
Accrued interest		1,580		1,841
Deferred consideration		2,310		1,956
Self-insured reported liability		—		129
Other accruals		5,011		3,964

	$	43,476	$	42,774

Segment Reporting

Note 12. 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):


	FY 2017

	North America

	Leasing
	Pac-Van		Lone Star		Combined		Manufacturing		Corporate and Intercompany Adjustments		Total		Asia – Pacific Leasing		Consolidated

Revenues:

Sales	$	47,640	$	-	$	47,640	$	6,944	$	(2,049)	$	52,535	$	48,124	$	100,659

Leasing		97,383		19,097		116,480		-		(291)		116,189		60,080		176,269


	$	145,023	$	19,097	$	164,120	$	6,944	$	(2,340)	$	168,724	$	108,204	$	276,928


Share-based compensation	$	333	$	41	$	374	$	62	$	1,012	$	1,448	$	(74)	$	1,374


Depreciation and amortization	$	13,663	$	9,666	$	23,329	$	792	$	(728)	$	23,393	$	16,699	$	40,092


Operating income (loss)	$	19,551	$	(3,916)	$	15,635	$	(2,430)	$	(4,907)	$	8,298	$	10,768	$	19,066


Interest income	$	-	$	-	$	-	$	-	$	25	$	25	$	41	$	66


Interest expense	$	7,304	$	1,369	$	8,673	$	392	$	7,325	$	16,390	$	3,263	$	19,653


Additions to long-lived assets	$	26,024	$	47	$	26,071	$	-	$	(247)	$	25,824	$	23,681	$	49,505


	At June 30, 2017

Long-lived assets	$	244,973	$	52,158	$	297,131	$	2,526	$	(10,521)	$	289,136	$	161,527	$	450,663


Goodwill	$	55,882	$	20,782	$	76,664	$	-	$	-	$	76,664	$	28,465	$	105,129


	FY 2016

	North America

	Leasing
	Pac-Van		Lone Star		Combined		Manufacturing		Corporate and Intercompany Adjustments		Total		Asia – Pacific Leasing		Consolidated


Revenues:

Sales	$	47,973	$	-	$	47,973	$	8,130	$	(1,951)	$	54,152	$	63,466	$	117,618

Leasing		88,877		23,378		112,255		-		(275)		111,980		56,253		168,233


	$	136,850	$	23,378	$	160,228	$	8,130	$	(2,226)	$	166,132	$	119,719	$	285,851


Share-based compensation	$	374	$	22	$	396	$	100	$	933	$	1,429	$	959	$	2,388


Impairment of goodwill and trade name	$	-	$	-	$	-	$	3,068	$	-	$	3,068	$	-	$	3,068


Depreciation and amortization	$	13,154	$	10,529	$	23,683	$	1,343	$	(746)	$	24,280	$	14,354	$	38,634


Operating income (loss)	$	17,984	$	(1,541)	$	16,443	$	(9,464)	$	(5,430)	$	1,549	$	12,834	$	14,383


Interest income	$	-	$	-	$	-	$	-	$	-	$	5	$	92	$	97


Interest expense	$	5,802	$	1,453	$	7,255	$	291	$	7,473	$	15,019	$	4,629	$	19,648


Additions to long-lived assets	$	32,225	$	245	$	32,470	$	183	$	(97)	$	32,556	$	20,988	$	53,544


	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


	FY 2015

	North America

	Leasing
	Pac-Van		Lone Star		Combined		Manufacturing		Corporate and Intercompany Adjustments		Total		Asia – Pacific Leasing		Consolidated


Revenues:

Sales	$	35,283	$	25	$	35,308	$	34,307	$	(20,326)	$	49,289	$	54,967	$	104,256

Leasing		80,796		50,138		130,934		-		(88)		130,846		68,723		199,569


	$	116,079	$	50,163	$	166,242	$	34,307	$	(20,414)	$	180,135	$	123,690	$	303,825


Share-based compensation	$	303	$	11	$	314	$	114	$	884	$	1,312	$	862	$	2,174


Depreciation and amortization	$	11,306	$	11,345	$	22,651	$	1,076	$	(678)	$	23,049	$	15,522	$	38,571


Operating income	$	18,425	$	8,233	$	26,658	$	4,200	$	(9,202)	$	21,656	$	21,387	$	43,043


Interest income	$	-	$	-	$	-	$	-	$	-	$	-	$	68	$	68


Interest expense	$	4,106	$	2,448	$	6,554	$	311	$	8,325	$	15,190	$	5,906	$	21,096


Additions to long-lived assets	$	44,720	$	18,233	$	62,953	$	378	$	(5,311)	$	58,020	$	38,476	$	96,496

Intersegment net revenues related to sales of primarily portable liquid storage containers from Southern Frac to the North American leasing operations totaled $20,326,000, $1,951,000 and $2,049,000 during FY 2015, FY 2016 and FY 2017, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 41
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 280
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-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Name Accounting Standards Codification
-Topic 280
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599

+ Details

Subsequent Events

Note 13. Subsequent Events

On July 14, 2017, 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 April 30, 2017 through July 30, 2017, and payable on July 31, 2017 to holders of record as of July 30, 2017.

On July 12, 2017, the Company announced that it will commence, through GFNAPH, an off-market takeover offer and has entered into a binding takeover bid implementation agreement with Royal Wolf to acquire the approximately 49.2 million noncontrolling outstanding ordinary (common) shares of Royal Wolf that are not currently owned by the Company. The takeover offer is for A$1.83 per share in cash, less a special dividend declared by Royal Wolf of A$0.0265 per share, for total purchase consideration to be paid by the Company of A$88.7 million (approximately $68.2 million). The Company has received financing for the takeover offer from Bison Capital Equity Partners V, LP and its affiliates. In August 2017, the Company, through GFNPAH, obtained the acceptance to the bid of at least 90% of Royal Wolf’s outstanding shares (including its 51% ownership), which allows the compulsory acquisition of the remaining under 10% shares commencing after the end of the offer period on September 8, 2017. Payments to all noncontrolling shareholders are expected to be completed by the end of October 2017.

On September 1, 2017, the Company, through Pac-Van, purchased the container businesses of Advantage Storage Trailer, LLC and Big Star Container, LLC (collectively “Advantage”), for approximately $1,601,000, which included holdback and other adjustment amounts totaling approximately $180,000. Advantage is located in Austin and San Antonio, Texas.

Schedule I - Condensed Financial Information of Registrant

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT

GENERAL FINANCE CORPORATION

(PARENT COMPANY INFORMATION)

CONDENSED BALANCE SHEETS


	June 30,
	2016		2017
	(in thousands)
Cash and cash equivalents	$	3,442	$	3,944
Property and equipment, net		8		20
Other assets		9,665		13,597
Investment and intercompany accounts		207,736		205,048

Total Assets	$	220,851	$	222,609


Accounts payable, accrued and other liabilities	$	2,558	$	2,224
Senior and other debt		79,761		85,239
General Finance Corporation stockholders’ equity		138,532		135,146

Total Liabilities and Stockholders’ Equity	$	220,851	$	222,609

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT

GENERAL FINANCE CORPORATION

(PARENT COMPANY INFORMATION)

CONDENSED STATEMENTS OF OPERATIONS


	Year Ended June 30,
	2015		2016		2017
	(in thousands)
General and administrative expenses	$	5,362	$	6,030	$	5,501

Equity in earnings (losses) of subsidiaries		(264)		(11,842)		(8,568)
Intercompany income		16,791		14,959		13,806
Interest expense		(8,325)		(7,473)		(7,325)
Other income, net		—		5		21

		8,202		(4,351)		(2,066)

Income (loss) before income taxes		2,840		(10,381)		(7,567)
Income tax benefit		(4,293)		(5,024)		(4,605)

Net income (loss) attributable to stockholders		7,133		(5,357)		(2,962)
Preferred stock dividends		3,658		3,668		3,658

Net income (loss) attributable to common stockholders	$	3,475	$	(9,025)	$	(6,620)

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT

GENERAL FINANCE CORPORATION

(PARENT COMPANY INFORMATION)

CONDENSED STATEMENTS OF CASH FLOWS


	Year Ended June 30,
	2015		2016		2017
	(in thousands)
Cash flows from operating activities:
Net income (loss) attributable to stockholders	$	7,133	$	(5,357)	$	(2,962)
Equity in (earnings) losses of subsidiaries		264		11,842		8,568
Depreciation and amortization		783		687		593
Share-based compensation expense		884		933		1,012
Deferred income taxes		(4,293)		(5,024)		(4,605)
Changes in operating assets and liabilities		1,636		(1,487)		418

Net cash provided by operating activities		6,407		1,594		3,024


Cash flows from investing activities:
Purchases of property and equipment		—		(9)		(21)
Other intangible assets		—		—		(50)

Net cash used in investing activities		—		(9)		(71)


Cash flows from financing activities:
Repayments of senior and other debt borrowings		(10,000)		(5,000)		—
Proceeds from issuances of senior notes		—		—		5,390
Deferred financing costs		—		(134)		(477)
Proceeds from issuances of common stock		556		40		54
Preferred stock dividends		(3,658)		(3,668)		(3,658)
Intercompany transfers		6,907		10,305		(3,760)

Net cash provided by (used in) financing activities		(6,195)		1,543		(2,451)


Net increase (decrease) in cash		212		3,128		502

Cash at beginning of period		102		314		3,442


Cash at end of period	$	314	$	3,442	$	3,944

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

+ References + Details

Summary of Significant Accounting Policies (Policies)

Basis of Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

Unless otherwise indicated, references to “FY 2015,” “FY 2016” and “FY 2017” are to the fiscal years ended June 30, 2015, 2016 and 2017, respectively.

Principles of Consolidation

Foreign Currency Translation

Segment Information

Use of Estimates

Cash Equivalents

Inventories


	June 30,
	2016		2017

Finished goods	$	29,790	$	25,564
Work in-process		2,298		1,844
Raw materials		2,521		2,240

	$	34,609	$	29,648

Derivative Financial Instruments

Accounting for Stock Options

Fair Value

Property, Plant and Equipment

Owned assets

Property, plant and equipment consist of the following (in thousands):


	Estimated Useful Life	June 30,

		2016		2017

Land	—	$	2,168	$	2,168
Building and improvements	10 — 40 years		4,887		4,890
Transportation and plant equipment (including capital lease assets)	3 — 20 years		38,424		39,899
Furniture, fixtures and office equipment	3 — 10 years		9,531		10,683

			55,010		57,640
Less accumulated depreciation and amortization			(28,059)		(34,252)

		$	26,951	$	23,388

Capital leases

Operating leases

Lease Fleet

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.

Impairment of Long-Lived Assets

Goodwill

The change in the balance of goodwill was as follows (in thousands):


	June 30,
	2015			2016			2017

Beginning of year (a)	$	93,166		$	99,344		$	102,546
Additions to goodwill		12,008			6,367			1,673
Impairment of goodwill		—			(2,681	)		—
Other adjustments, primarily foreign translation effect		(5,830	)		(484	)		910
Impairment of goodwill		—			—			—

End of year (b)	$	99,344		$	102,546		$	105,129

(a)

Net of accumulated impairment losses of $13,491 at June 30, 2014 and 2015, and $16,172 at June 30, 2016.

(b)

Net of accumulated impairment losses of $13,491 at June 30, 2015, and $16,172 at June 30, 2016 and 2017.

Intangible Assets


	June 30, 2016							June 30, 2017

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount

Trademark and trade name	$	5,486	$	(302	)	$	5,184	$	5,486	$	(453	)	$	5,033
Customer base and lists		50,669		(30,064	)		20,605		47,647		(31,223	)		16,424
Non-compete agreements		14,169		(9,810	)		4,359		9,622		(6,678	)		2,944
Deferred financing costs		3,589		(2,381	)		1,208		4,855		(2,250	)		2,605
Other		3,447		(1,455	)		1,992		4,006		(2,243	)		1,763

	$	77,360	$	(44,012	)	$	33,348	$	71,616	$	(42,847	)	$	28,769

The estimated future amortization of intangible assets with finite useful lives as of June 30, 2017 is as follows (in thousands):


Year Ending June 30,
2018	$	6,099
2019		5,355
2020		3,165
2021		2,460
2022		1,906
Thereafter		4,751

	$	23,736

Defined Contribution Benefit Plan

Revenue Recognition

Advertising

Shipping and Handling Costs

Income Taxes

Net Income per Common Share



	FY 2015		FY 2016		FY 2017

Basic		25,805,679		26,060,823		26,348,344
Assumed exercise of stock options		427,465		—		—

Diluted		26,233,144		26,060,823		26,348,344

Recently Issued Accounting Pronouncements

Preferred Stock

Summary of Significant Accounting Policies (Tables)

Inventories are comprised of the following (in thousands):


	June 30,
	2016		2017

Finished goods	$	29,790	$	25,564
Work in-process		2,298		1,844
Raw materials		2,521		2,240

	$	34,609	$	29,648

Property, plant and equipment consist of the following (in thousands):


	Estimated Useful Life	June 30,

		2016		2017

Land	—	$	2,168	$	2,168
Building and improvements	10 — 40 years		4,887		4,890
Transportation and plant equipment (including capital lease assets)	3 — 20 years		38,424		39,899
Furniture, fixtures and office equipment	3 — 10 years		9,531		10,683

			55,010		57,640
Less accumulated depreciation and amortization			(28,059)		(34,252)

		$	26,951	$	23,388

The change in the balance of goodwill was as follows (in thousands):


	June 30,
	2015			2016			2017

Beginning of year (a)	$	93,166		$	99,344		$	102,546
Additions to goodwill		12,008			6,367			1,673
Impairment of goodwill		—			(2,681	)		—
Other adjustments, primarily foreign translation effect		(5,830	)		(484	)		910
Impairment of goodwill		—			—			—

End of year (b)	$	99,344		$	102,546		$	105,129

(a)

Net of accumulated impairment losses of $13,491 at June 30, 2014 and 2015, and $16,172 at June 30, 2016.

(b)

Net of accumulated impairment losses of $13,491 at June 30, 2015, and $16,172 at June 30, 2016 and 2017.

Intangible assets consist of the following (in thousands):


	June 30, 2016							June 30, 2017

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount

Trademark and trade name	$	5,486	$	(302	)	$	5,184	$	5,486	$	(453	)	$	5,033
Customer base and lists		50,669		(30,064	)		20,605		47,647		(31,223	)		16,424
Non-compete agreements		14,169		(9,810	)		4,359		9,622		(6,678	)		2,944
Deferred financing costs		3,589		(2,381	)		1,208		4,855		(2,250	)		2,605
Other		3,447		(1,455	)		1,992		4,006		(2,243	)		1,763

	$	77,360	$	(44,012	)	$	33,348	$	71,616	$	(42,847	)	$	28,769

The estimated future amortization of intangible assets with finite useful lives as of June 30, 2017 is as follows (in thousands):


Year Ending June 30,
2018	$	6,099
2019		5,355
2020		3,165
2021		2,460
2022		1,906
Thereafter		4,751

	$	23,736

The following is a reconciliation of weighted average shares outstanding used in calculating earnings per common share:



	FY 2015		FY 2016		FY 2017

Basic		25,805,679		26,060,823		26,348,344
Assumed exercise of stock options		427,465		—		—

Diluted		26,233,144		26,060,823		26,348,344

Acquisitions (Tables)

The allocations for the acquisitions in FY 2015 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values were as follows (in thousands):


	Black Angus July 1, 2014		LongVANS October 20, 1014		A-One November 14, 2014		Falcon Containers January 9, 2015		Other Acquisitions		Total

Fair value of the net tangible assets acquired and liabilities assumed:
Cash	$	—	$	—	$	—	$	373	$	—	$	373
Trade and other receivables		139		631		—		256				1,026
Inventories		—		22		—		—		288		310
Prepaid expenses and other		—		44		—		—		16		60
Property, plant and equipment		249		609		302		255		89		1,504
Lease fleet		2,020		6,228		4,803		3,300		2,102		18,453
Accounts payables and accrued liabilities		—		(340)		—		(224)		(32)		(596)
Unearned revenue and advance payments		(84)		(626)		(299)		(204)		(53)		(1,266)
Deferred tax liabilities		—		—		—		(853)		—		(853)

Total net tangible assets acquired and liabilities assumed		2,324		6,568		4,806		2,903		2,410		19,011
Fair value of intangible assets acquired:
Non-compete agreement		261		728		160		406		260		1,815
Customer lists/relationships		851		1,400		972		633		589		4,445
Trade name		—		453		—		—		—		453
Goodwill		1,425		4,620		2,370		3,148		445		12,008

Total intangible assets acquired		2,537		7,201		3,502		4,187		1,294		18,721

Total purchase consideration	$	4,861	$	13,769	$	8,308	$	7,090	$	3,704	$	37,732

The allocations for the acquisitions in FY 2016 to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values were as follows (in thousands):


	MSS August 28, 2015		McKinney October 16, 2015		Aran April 4, 2016		Other Acquisitions		Total

Fair value of the net tangible assets acquired and liabilities assumed:
Trade and other receivables	$	—	$	1,580	$	97	$	—	$	1,677
Inventories		—		—		—		23		23
Prepaid expenses and other		—		8		—		—		8
Property, plant and equipment		60		531		206		77		874
Lease fleet		933		6,278		2,897		730		10,838
Accounts payables and accrued liabilities		—		(984)		—		(22)		(1,006)
Unearned revenue and advance payments		(27)		(2)		(175)		(56)		(260)

Total net tangible assets acquired and liabilities assumed		966		7,411		3,025		752		12,154
Fair value of intangible assets acquired:
Non-compete agreement		132		239		52		76		499
Customer lists/relationships		226		2,371		353		104		3,054
Other		—		89		416		—		505
Goodwill		173		5,154		909		131		6,367

Total intangible assets acquired		531		7,853		1,730		311		10,425

Total purchase consideration	$	1,497	$	15,264	$	4,755	$	1,063	$	22,579

The allocations for the acquisitions 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			All Direct December 1, 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			44			111
Lease fleet		352			615			1,646			2,613
Accounts payables and accrued liabilities		—			(7	)		(45	)		(52	)
Unearned revenue and advance payments		(21	)		(36	)		—			(57	)
Deferred income taxes		—			(241	)		(201	)		(442	)

Total net tangible assets acquired and liabilities assumed		425			643			1,444			2,512
Fair value of intangible assets acquired:
Non-compete agreement		21			29			350			400
Customer lists/relationships		138			312			334			784
Goodwill		78			683			912			1,673

Total intangible assets acquired		237			1,024			1,596			2,857

Total purchase consideration	$	662		$	1,667		$	3,040		$	5,369

Senior and Other Debt (Tables)

Senior and other debt consisted of the following at June 30, 2016 and 2017 (in thousands):


	June 30,
	2016		2017

ANZ/CBA Credit Facility	$	76,050	$	81,051
Wells Fargo Credit Facility		187,591		180,946
Credit Suisse Term Loan		9,864		9,920
Senior Notes		69,897		75,319
Other		8,818		8,402

	$	352,220	$	355,638

The scheduled maturities for the senior credit facilities senior subordinated notes and other debt at June 30, 2017 were as follows (in thousands):


Year Ending June 30,
2018	$	4,011
2019		13,668
2020		29,691
2021		2,094
2022		305,486
Thereafter		688

	$	355,638

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

+ Details

Financial Instruments (Tables)

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		June 30, 2017


Swap Contracts and Options (Caps and Collars)	Trade payables and accrued liabilities	$	871	$	96

Forward-Exchange Contracts	Trade payables and accrued liabilities		255		299


Type of Derivative Contract	Statement of Operations Classification	FY 2015		FY 2016		FY 2017


Swap Contracts and Options (Caps and Collars)	Unrealized gain included in interest expense	$	104	$	—	$	1,073

Forward-Exchange Contracts	Unrealized foreign currency exchange gain (loss)		383		(367)		(12)

As of June 30, 2016, there was one open interest rate swap contract that matured in June 2017; and as of June 30, 2017, there were two open interest rate swap contracts, one that matures in June 2019 and the other that matures in June 2021, as follows (dollars in thousands):


	June 30,
	2016		2017
Notional amounts	$	37,213	$	30,748
Fixed/Strike Rates		3.98%		2.0025% - 2.2900%
Floating Rates		1.90%		1.6650%
Fair Value of Combined Contracts	$	(871)	$	(96)

As of June 30, 2016, there were 49 open forward exchange and two participating forward contracts that mature between July 2016 and November 2016; and as of June 30, 2017, there were 16 open forward exchange contracts that mature between July 2017 and December 2017, as follows (dollars in thousands):


	June 30,
	2016		2017
Notional amounts	$	8,617	$	7,687
Exchange/Strike Rates (AUD to USD)		0.6460 – 0.7803		0.69304 – 0.75650
Fair Value of Combined Contracts	$	(255)	$	(299)

Income Taxes (Tables)

Income (loss) before provision for income taxes consisted of the following (in thousands):



	FY 2015		FY 2016		FY 2017

North America	$	6,234	$	(13,607)	$	(8,234)
Asia-Pacific		15,508		8,130		7,362

	$	21,742	$	(5,477)	$	(872)

The provision for income taxes consisted of the following (in thousands):



	FY 2015		FY 2016		FY 2017

Current:
U.S. Federal	$	—	$	—	$	—
State		—		203		172
Foreign		4,582		1,842		703

		4,582		2,045		875

Deferred:
U.S. Federal		4,152		(4,364)		(3,351)
State		474		(39)		(120)
Foreign		(511)		167		2,571

		4,115		(4,236)		(900)

	$	8,697	$	(2,191)	$	(25)

The components of the net deferred tax liability are as follows (in thousands):


	June 30,

	2016		2017

Deferred tax assets:
Net operating loss and tax credit carryforwards (a)	$	28,686	$	40,310
Accrued compensation and other benefits		3,070		2,867
Allowance for doubtful accounts		3,079		1,846

Total deferred tax assets		34,835		45,023

Deferred tax liabilities:
Accelerated tax depreciation and amortization (a)		(73,841)		(82,214)
Deferred revenue and expenses		—		(915)

Total deferred tax liabilities		(73,841)		(83,129)

Net deferred tax liabilities	$	(39,006)	$	(38,106)

(a) The June 30, 2016 deferred tax liability has been adjusted to reflect a reclassification to accelerated tax depreciation and amortization from net operating loss and tax credit carryforwards.

A reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate is as follows:


	FY 2015		FY 2016		FY 2017

Federal statutory rate		35.0%		35.0%		35.0%
Adjustment to estimated state deferred tax liability, net of U.S. federal tax benefit (a)		—		—		(34.1)
State and Asia-Pacific taxes, net of U.S. federal tax benefit and credit		5.0		5.0		(2.1)
Other		--		--		4.1

Effective tax rate		40.0%		40.0%		2.9%

(a) Adjustment for estimated state taxes of $297,000.

Equity Plans (Tables)

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		—

A summary of the Company’s stock option activity and related information for FY 2015, FY 2016 and FY 2017 follows:


	Number of Options (Shares)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)

Outstanding at June 30, 2014		2,152,820	$	5.03
Granted		273,000		5.79
Exercised		(195,879)		2.84
Forfeited or expired		(119,750)		4.61

Outstanding at June 30, 2015		2,110,191	$	5.35		5.4


Exercisable at June 30, 2015		1,443,443	$	5.59		3.9


	Number of Options (Shares)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)

Outstanding at June 30, 2015		2,110,191	$	5.35
Granted		106,700		4.11
Exercised		(13,000)		3.09
Forfeited or expired		(20,667)		6.05

Outstanding at June 30, 2016		2,183,224	$	5.30		4.6


Exercisable at June 30, 2016		1,852,190	$	5.24		3.8


	Number of Options (Shares)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)

Outstanding at June 30, 2016		2,183,224	$	5.30
Granted		225,000		5.10
Exercised		(21,500)		2.50
Forfeited or expired		(325,667)		7.75

Outstanding at June 30, 2017		2,061,057	$	4.92		4.9


Vested and expected to vest at June 30, 2017		2,061,057	$	4.92		4.9


Exercisable at June 30, 2017		1,632,256	$	4.78		3.8

A summary of the Company’s non-vested equity share activity follows:


	Shares		Weighted- Average Grant Date Fair Value

Nonvested at June 30, 2014		205,320	$	6.23
Granted		117,370		6.10
Vested		(21,719)		6.22
Forfeited		(6,988)		6.15

Nonvested at June 30, 2015		293,983		6.18
Granted		263,007		4.10
Vested		(117,370)		6.10
Forfeited		(66,113)		9.25

Nonvested at June 30, 2016		373,507		4.20
Granted		349,304		4.10
Vested		(242,501)		6.10
Forfeited		—		—

Nonvested at June 30, 2017		480,310	$	4.54

Commitments and Contingencies (Tables)

Non-cancellable operating lease rentals at June 30, 2017 are payable as follows (in thousands):


Year Ending June 30,
2018	$	9,418
2019		7,172
2020		5,422
2021		4,017
2022		2,722
Thereafter		9,722

	$	38,473

Future minimum receipts under sales-type and operating fleet leases at June 30, 2016 are as follows (in thousands):


Year Ending June 30,
2018	$	15,688
2019		4,233
2020		1,815
2021		850
2022		601
Thereafter		—

	$	23,187

Detail of Certain Accounts (Tables)

Trade payables and accrued liabilities consist of the following (in thousands):


	June 30,
	2016		2017

Trade payables	$	22,825	$	21,810
Checks written in excess of bank balance		—		1,660
Payroll and related		8,815		9,207
Taxes, other than income		1,809		1,812
Fair value of interest swap and option and forward currency exchange contacts		1,126		395
Accrued interest		1,580		1,841
Deferred consideration		2,310		1,956
Self-insured reported liability		—		129
Other accruals		5,011		3,964

	$	43,476	$	42,774

Segment Reporting (Tables)

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):


	FY 2017

	North America

	Leasing
	Pac-Van		Lone Star		Combined		Manufacturing		Corporate and Intercompany Adjustments		Total		Asia – Pacific Leasing		Consolidated

Revenues:

Sales	$	47,640	$	-	$	47,640	$	6,944	$	(2,049)	$	52,535	$	48,124	$	100,659

Leasing		97,383		19,097		116,480		-		(291)		116,189		60,080		176,269


	$	145,023	$	19,097	$	164,120	$	6,944	$	(2,340)	$	168,724	$	108,204	$	276,928


Share-based compensation	$	333	$	41	$	374	$	62	$	1,012	$	1,448	$	(74)	$	1,374


Depreciation and amortization	$	13,663	$	9,666	$	23,329	$	792	$	(728)	$	23,393	$	16,699	$	40,092


Operating income (loss)	$	19,551	$	(3,916)	$	15,635	$	(2,430)	$	(4,907)	$	8,298	$	10,768	$	19,066


Interest income	$	-	$	-	$	-	$	-	$	25	$	25	$	41	$	66


Interest expense	$	7,304	$	1,369	$	8,673	$	392	$	7,325	$	16,390	$	3,263	$	19,653


Additions to long-lived assets	$	26,024	$	47	$	26,071	$	-	$	(247)	$	25,824	$	23,681	$	49,505


	At June 30, 2017

Long-lived assets	$	244,973	$	52,158	$	297,131	$	2,526	$	(10,521)	$	289,136	$	161,527	$	450,663


Goodwill	$	55,882	$	20,782	$	76,664	$	-	$	-	$	76,664	$	28,465	$	105,129


	FY 2016

	North America

	Leasing
	Pac-Van		Lone Star		Combined		Manufacturing		Corporate and Intercompany Adjustments		Total		Asia – Pacific Leasing		Consolidated


Revenues:

Sales	$	47,973	$	-	$	47,973	$	8,130	$	(1,951)	$	54,152	$	63,466	$	117,618

Leasing		88,877		23,378		112,255		-		(275)		111,980		56,253		168,233


	$	136,850	$	23,378	$	160,228	$	8,130	$	(2,226)	$	166,132	$	119,719	$	285,851


Share-based compensation	$	374	$	22	$	396	$	100	$	933	$	1,429	$	959	$	2,388


Impairment of goodwill and trade name	$	-	$	-	$	-	$	3,068	$	-	$	3,068	$	-	$	3,068


Depreciation and amortization	$	13,154	$	10,529	$	23,683	$	1,343	$	(746)	$	24,280	$	14,354	$	38,634


Operating income (loss)	$	17,984	$	(1,541)	$	16,443	$	(9,464)	$	(5,430)	$	1,549	$	12,834	$	14,383


Interest income	$	-	$	-	$	-	$	-	$	-	$	5	$	92	$	97


Interest expense	$	5,802	$	1,453	$	7,255	$	291	$	7,473	$	15,019	$	4,629	$	19,648


Additions to long-lived assets	$	32,225	$	245	$	32,470	$	183	$	(97)	$	32,556	$	20,988	$	53,544


	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


	FY 2015

	North America

	Leasing
	Pac-Van		Lone Star		Combined		Manufacturing		Corporate and Intercompany Adjustments		Total		Asia – Pacific Leasing		Consolidated


Revenues:

Sales	$	35,283	$	25	$	35,308	$	34,307	$	(20,326)	$	49,289	$	54,967	$	104,256

Leasing		80,796		50,138		130,934		-		(88)		130,846		68,723		199,569


	$	116,079	$	50,163	$	166,242	$	34,307	$	(20,414)	$	180,135	$	123,690	$	303,825


Share-based compensation	$	303	$	11	$	314	$	114	$	884	$	1,312	$	862	$	2,174


Depreciation and amortization	$	11,306	$	11,345	$	22,651	$	1,076	$	(678)	$	23,049	$	15,522	$	38,571


Operating income	$	18,425	$	8,233	$	26,658	$	4,200	$	(9,202)	$	21,656	$	21,387	$	43,043


Interest income	$	-	$	-	$	-	$	-	$	-	$	-	$	68	$	68


Interest expense	$	4,106	$	2,448	$	6,554	$	311	$	8,325	$	15,190	$	5,906	$	21,096


Additions to long-lived assets	$	44,720	$	18,233	$	62,953	$	378	$	(5,311)	$	58,020	$	38,476	$	96,496

Organization and Business Operations - Additional Information (Detail)

Summary of Significant Accounting Policies - Additional Information (Detail)

Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($)
$ in Thousands

Summary of Significant Accounting Policies - Property, Plant and Equipment (Detail) - USD ($)
$ in Thousands

Summary of Significant Accounting Policies - Change in Balance of Goodwill (Detail) - USD ($)
$ in Thousands

Summary of Significant Accounting Policies - Change in Balance of Goodwill (Parenthetical) (Detail) - USD ($)
$ in Thousands

Summary of Significant Accounting Policies - Schedule of Intangible Assets (Detail) - USD ($)
$ in Thousands

Summary of Significant Accounting Policies - Estimated Future Amortization of Intangible Assets (Detail)
$ in Thousands

Summary of Significant Accounting Policies - Reconciliation of Weighted Average Shares Outstanding (Detail) - shares

Equity Transactions - Additional Information (Detail)

Acquisitions - Additional Information - 2015 Acquisitions (Detail)

Acquisitions - Fair Market Values of Tangible and Intangible Assets and Liabilities (Detail) - USD ($)
$ in Thousands

Acquisitions - Additional Information - 2016 Acquisitions (Detail)

Acquisitions - Additional Information - 2017 Acquisitions (Detail)

Senior and Other Debt - ANZ/CBA Credit Facility and North America Leasing Senior Credit Facility - Additional Information (Detail)

Senior and Other Debt - Credit Suisse Term Loan - Additional Information (Detail) - Credit Suisse [Member] - USD ($)

Senior and Other Debt - Senior Notes and Other Debt - Additional Information (Detail) - USD ($)

Senior and Other Debt - Schedule of Senior and Other Debt (Detail) - USD ($)
$ in Thousands

Senior and Other Debt - Scheduled Maturities for Senior Credit Facilities Senior Subordinated Notes and Other Debt (Detail) - USD ($)
$ in Thousands

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

Financial Instruments - Derivative Instruments at Fair Value, Statements of Operations (Detail) - USD ($)
$ in Thousands

Financial Instruments - Additional Information (Detail)

Financial Instruments - Open Interest Rate Swap Contract (Detail) - Interest rate swap contract [Member] - USD ($)

Financial Instruments - Open Forward Exchange and Participating Forward Contracts (Detail) - Forward-Exchange [Member]

Income Taxes - Income (Loss) Before Provision for Income Taxes (Detail) - USD ($)
$ in Thousands

Income Taxes - Provision for Income Taxes (Detail) - USD ($)
$ in Thousands

Income Taxes - Components of Net Deferred Tax Liability (Detail) - USD ($)
$ in Thousands

Income Taxes - Additional Information (Detail) - USD ($)

Income Taxes - Reconciliation of U.S. Federal Statutory Rate (Detail)

Income Taxes - Reconciliation of U.S. Federal Statutory Rate (Parenthetical) (Detail)

Related-Party Transactions - Additional Information (Detail)


Delaware		32-0163571
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

39 East Union Street Pasadena, California 91103		(626) 584-9722
(Address of Principal Executive Offices)		(Registrant’s telephone number, including area code)


Title of Each Class		Name of Each Exchange On Which Registered
Common Stock, $0.0001 par value		NASDAQ Global Market
9.00% Series C Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $100 per share)		NASDAQ Global Market
8.125% Senior Notes due 2021		NASDAQ Global Market


		Page
SAFE HARBOR STATEMENT		ii

PART I

Item 1. Business		I-1

Item 1A. Risk Factors		I-19

Item 1B. Unresolved Staff Comments		I-36

Item 2. Properties		I-37

Item 3. Legal Proceedings		I-39

Item 4. Mine Safety Disclosures		I-39

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		II-1

Item 6. Selected Financial Data		II-4

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		II-6

Item 7A. Quantitative and Qualitative Disclosures About Market Risk		II-20

Item 8. Financial Statements and Supplementary Data		II-21

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		II-21

Item 9A. Controls and Procedures		II-21

Item 9B. Other Information		II-22

PART III

Item 10. Directors, Executive Officers and Corporate Governance		III-1

Item 11. Executive Compensation		III-1

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		III-1

Item 13. Certain Relationships and Related Transactions, and Director Independence		III-1

Item 14. Principal Accountant Fees and Services		III-1

PART IV

Item 15. Exhibits, Financial Statement Schedules		IV-1

Item 16. Form 10-K Summary		IV-4

SIGNATURES		SIG


Location		Function/Uses
United States:
Albany, GA		Leasing and sales
Atlanta, GA		Leasing and sales
Austin, TX		Leasing and sales
Bakersfield, CA		Leasing and sales
Boston, MA		Leasing and sales
Charleston, WV		Leasing and sales
Charlotte, NC		Leasing and sales
Chicago, IL (owned)		Leasing and sales
Cincinnati, OH		Leasing and sales
Cleveland, OH		Leasing and sales
Columbus, OH		Leasing and sales
Corpus Christi, TX		Leasing and sales
Dallas, TX		Leasing and sales
Denver, CO		Leasing and sales
Des Moines, IA		Leasing and sales
Detroit, MI		Leasing and sales
Elkhart, IN		Leasing and sales
Elko, NV		Fleet storage
Chino-Los Angeles, CA		Leasing and sales
Green Bay, WI (c)		Leasing and sales
Houston, TX		Leasing and sales
Indianapolis, IN		Leasing and sales
Indianapolis, IN (owned)		Corporate office
Jacksonville, FL		Leasing and sales
Kansas City, MO		Leasing and sales
Kenedy, TX (a)		Leasing and sales
Kermit, TX (b)		Leasing and sales
Las Vegas, NV		Leasing and sales
Lexington, KY		Leasing and sales
Little Rock, AK		Leasing and sales
Louisville, KY		Leasing and sales
Madison, WI		Leasing and sales
Memphis, TN (owned)		Leasing and sales
Miami, FL		Leasing and sales
Milwaukee, WI		Leasing and sales
Nashville, TN		Leasing and sales
New Brunswick (Trenton), NJ		Leasing and sales
Orlando, FL		Leasing and sales
Paducah, KY		Leasing and sales
Philadelphia, PA		Leasing and sales
Phoenix, AZ (c)		Leasing and sales
Pittsburgh, PA		Leasing and sales
Portland, OR		Leasing and sales
Milan, IL (Quad Cities)		Leasing and sales
Raleigh, NC		Leasing and sales
Salt Lake City, UT		Leasing and sales
San Antonio, TX		Leasing and sales
Seattle, WA		Leasing and sales
Springfield, MO		Leasing and sales


	North America						Asia-Pacific
	Leasing		Manufacturing		Corporate		Leasing
Corporate executive		—		—		5		—
Regional executive and administrative staff		52		10		2		19
Senior and branch management		56		—		—		30
Sales and marketing		81		—		—		78
Branch operations and administration		277		—		—		120
Manufacturing		—		41		—		—
	466		51		7		247


St. Louis, MO		Leasing and sales
Toledo, OH		Leasing and sales
Watford City, ND		Leasing and sales
Wichita, KS		Leasing and sales
Yakima, WA		Leasing and sales
Canada:
Edmonton, AB (c)		Leasing and sales
Calgary, AB		Leasing and sales
Vancouver, BC		Leasing and sales


Location		Functions/Uses
Australia:
Adelaide		Leasing, on-site storage and sales
Albury		Leasing, on-site storage and sales
Brisbane – Banyo		Leasing, on-site storage and sales
Brisbane – Armada Place Banyo (special projects and modifications)		Leasing and sales (not a CSC)
South Brisbane		Leasing, on-site storage and sales
Cairns Cairns		Leasing, on-site storage and sales
Canberra		Leasing, on-site storage and sales
Melbourne East – Clayton		Leasing, on-site storage and sales
Melbourne West - Sunshine		Leasing, on-site storage and sales
Darwin		Leasing, on-site storage and sales
Geraldton		Leasing, on-site storage and sales
Gold Coast		Leasing, on-site storage and sales
Gosford – Central Coast		Leasing, on-site storage and sales
Hobart - Tasmania		Leasing, on-site storage and sales
Launceston - Tasmania		Leasing, on-site storage and sales
Hornsby		Head office (Not a CSC)
Sydney – Moorebank		Leasing, on-site storage and sales
Sydney – Blacktown (Containertech)		Warehouse and sales (Not a CSC)
Newcastle		Leasing, on-site storage and sales
Perth – Bassendean		Leasing, on-site storage and sales
Rockhampton		Leasing, on-site storage and sales


Toowoomba		Leasing, on-site storage and sales
Townsville		Leasing, on-site storage and sales
Wollongong		Leasing, on-site storage and sales
New Zealand:
Auckland – Jarvis Way		Head Office, Leasing, on-site storage and sales
Christchurch		Leasing, on-site storage and sales
Dunedin		Leasing, on-site storage and sales
Hamilton		Leasing, on-site storage and sales
Napier		Leasing, on-site storage and sales
Nelson		Leasing, on-site storage and sales
Palmerston North		Leasing, on-site storage and sales
Silverdale/Albany		Leasing, on-site storage and sales
Tauranga/Bay of Plenty		Leasing, on-site storage and sales
Wellington		Leasing, on-site storage and sales
Whangarei		Leasing, on-site storage and sales


	Common Stock
	High		Low
Year Ended June 30, 2016:
Fourth Quarter	$	4.74	$	4.06
Third Quarter		5.05		3.55
Second Quarter		4.93		3.65
First Quarter		5.61		3.30

Year Ended June 30, 2017:
Fourth Quarter	$	5.20	$	4.70
Third Quarter		5.70		4.95
Second Quarter		5.60		4.00
First Quarter		4.67		4.20


						(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))


	(a)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights		(b) Weighted-average exercise price of outstanding options, warrants and rights



Plan category

Equity compensation plans approved by security holders		2,061,057		$	4.92		550,194 (i)
Equity compensation plans not approved by security holders		—			—		—

Total		2,061,057		$	4.92		550,194 (i)


		*Period Ending*
*Index*	06/30/12		06/30/13	06/30/14	06/30/15	06/30/16	06/30/17
General Finance Corporation	100.00		144.41	295.03	162.11	131.99	159.94
Russell 2000 Index	100.00		124.21	153.57	163.53	152.52	190.05
S&P Small Cap 600 Index	100.00		125.18	157.14	167.70	167.65	205.32


	Year Ended June 30,
	2013		2014		2015		2016		2017
Sales:
Lease inventories and fleet	$	103,003	$	116,448	$	90,275	$	111,439	$	95,764
Manufactured units		19,140		19,647		13,981		6,179		4,895
		122,143		136,095		104,256		117,618		100,659
Leasing		123,400		151,010		199,569		168,233		176,269
		245,543		287,105		303,825		285,851		276,928

Operating income		29,491		40,041		43,043		14,383		19,066
Other expense, net		(9,883)		(13,272)		(21,301)		(19,860)		(19,938)

Income (loss) before provision for income taxes		19,608		26,769		21,742		(5,477)		(872)
Net income (loss)		11,413		15,149		13,045		(3,286)		(847)
Net income (loss) attributable to common stockholders		3,545		3,904		3,475		(9,025)		(6,620)


Net income (loss) per common share:
Basic	$	0.16	$	0.16	$	0.13	$	(0.35)	$	(0.25)
Diluted		0.16		0.15		0.13		(0.35)		(0.25)

Consolidated Balance Sheet Information:
	June 30,
	2013		2014		2015		2016		2017
Trade and other receivables, net	$	34,360	$	61,474	$	47,641	$	38,067	$	44,390
Inventories		31,858		27,402		36,875		34,609		29,648
Lease fleet, net		290,165		396,552		410,985		419,345		427,275
Total assets		473,166		664,915		684,377		673,574		675,314

Trade payables and accrued liabilities		32,238		53,838		37,590		43,476		42,774
Senior and other debt		162,951		299,303		353,940		352,220		355,638
Total equity		234,141		257,885		234,356		224,612		223,248


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(in thousands, except per share data)
For the Fiscal Year Ended June 30, 2016:
Revenues	$	63,786	$	83,267	$	66,469	$	72,329
Gross profit		5,089		7,643		5,606		6,534
Operating income (a)		3,999		8,688		953		743
Net income (loss)		(535)		1,880		(2,275)		(2,356)
Net income (loss) attributable to common stockholders		(2,020)		97		(3,282)		(3,820)

Net income per common share:
Basic	$	(0.08)	$	0.00	$	(0.13)	$	(0.15)
Diluted		(0.08)		0.00		(0.13)		(0.15)


For the Fiscal Year Ended June 30, 2017:
Revenues	$	62,798	$	72,327	$	68,464	$	73,339
Gross profit		6,222		6,795		6,183		6,908
Operating income		3,663		7,097		3,610		4,696
Net income (loss)		(744)		1,370		(1,071)		(402)
Net income (loss) attributable to common stockholders		(2,137)		(639)		(2,079)		(1,765)

Net income per common share:
Basic	$	(0.08)	$	(0.02)	$	(0.08)	$	(0.07)
Diluted		(0.08)		(0.02)		(0.08)		(0.07)


	Total		Within 1 Year		Within 1 to 2 Years		Within 2 to 3 Years		Within 3 to 4 Years		Within 4 to 5 Years		More than 5 Years
ANZ/CBA Credit Facility	$	81,051	$	—	$	—	$	26,429	$	—	$	54,622	$	—
Interest payment obligations under the ANZ/CBA Credit Facility (a)		15,768		4,215		4,215		2,910		2,840		1,588		—
Wells Fargo Credit Facility		180,946		—		1,500		2,000		2,000		175,446		—
Interest payment obligations under the Wells Fargo Credit Facility (b)		40,166		8,817		8,725		8,512		8,267		5,845		—
Credit Suisse Term Loan		9,920		—		9,920		—		—		—		—
Interest payment obligations under the Credit Suisse Term Loan (c)		962		880		82		—		—		—		—
Senior Notes		75,319		—		—		—		—		75,319		—
Interest payment obligations under the Senior Notes (d)		27,747		6,288		6,288		6,288		6,288		2,595		—
Other (e)		8,402		4,011		2,248		1,262		94		99		688
Other interest payment obligations (f)		785		384		196		91		50		44		20
Operating leases (g)		38,473		9,418		7,172		5,422		4,017		2,722		9,722

Total	$	479,539	$	34,013	$	40,346	$	52,914	$	23,556	$	318,280	$	10,430


Yes ☒		No ☐


Index to Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm			F-1

Consolidated Balance Sheets as of June 30, 2016 and 2017			F-2

Consolidated Statements of Operations for the years ended June 30, 2015, 2016 and 2017			F-3

Consolidated Statements of Comprehensive Income/Loss for the years ended June 30, 2015, 2016 and 2017			F-4

Consolidated Statements of Equity for the years ended June 30, 2015, 2016 and 2017			F-5

Consolidated Statements of Cash Flows for the years ended June 30, 2015, 2016 and 2017			F-7

Notes to Consolidated Financial Statements			F-8


Exhibit No.		Exhibit Description
	2.1	Agreement and Plan of Merger dated July 28, 2008 among General Finance Corporation, GFN North America Corp., Mobile Office Acquisition Corp., Pac-Van, Inc., Ronald F. Valenta, Ronald L. Havner, Jr., D. E. Shaw Laminar Portfolios, L.L.C. and Kaiser Investments Limited (incorporated by reference to Exhibit 2.1 of Registrant’s Form 8-K filed July 28, 2008).
	2.2	Asset Purchase Agreement dated February 28, 2014 among KHM Rentals, LLC, Lone Star Tank Rental LP, certain other parties thereto and Lone Star Tank Rental Inc. (incorporated by reference to Registrant’s Form 8-K filed March 3, 2014).
	3.1	Amended and Restated Certificate of Incorporation filed April 4, 2006 (incorporated by reference to Exhibit 3.1 of Registrant’s Form S-1, File No. 333-129830).
	3.2	Amended and Restated Bylaws as of October 30, 2007 (incorporated by reference to Exhibit 3.2 of Registrant’s Form 10-Q for the quarter ended September 30, 2007).
	3.3	Certificate of Designation for the Series A Preferred Stock filed with the Delaware Secretary of State on December 3, 2008 (incorporated by reference to Registrant’s Form 8-K filed December 9, 2008).
	3.4	Certificate of Designation for the Series B Preferred Stock filed with the Delaware Secretary of State on December 3, 2008 (incorporated by reference to Registrant’s Form 8-K filed December 9, 2008).
	3.5	Corrected Amended and Restated Certificate of Designation for Series A 12.5% Cumulative Preferred Stock filed with the Delaware Secretary of State on May 10, 2013 (incorporated by reference to Registrant’s Form 8-K filed May 16, 2013).
	3.6	Certificate of Designation for the Series C Convertible Cumulative Preferred Stock filed with the Delaware Secretary of State on September 28, 2012 (incorporated by reference to Registrant’s Form 8-K filed October 4, 2012).
	3.7	Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series C Convertible Cumulative Preferred Stock filed with the Delaware Secretary of State on April 2, 2013 (incorporated by reference to Registrant’s Form 8-K filed April 5, 2013).
	3.8	Certificate of Designations, Preferences and Rights of 9.00% Series C Cumulative Redeemable Perpetual Preferred Stock (incorporated by reference to Exhibit 3.7 of Registrant’s Form S-1, File No. 333-187687).
	3.9	Certificate of Elimination of Certificate of Designation, Preferences and Rights of Series A 12.5% Cumulative Preferred Stock (incorporated by reference to Registrant’s Form 8-K filed June 14, 2013).
	4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 of Registrant’s Form S-1, File No. 333-129830).
	4.2	Specimen 9.00% Series C Cumulative Redeemable Perpetual Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 of Registrant’s Form S-1, File No. 333-187687).
	4.3	Senior Indenture dated as of June 18, 2014, between General Finance Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Registrant’s Form 8-K filed June 18, 2014).
	4.4	First Supplemental Indenture dated as of June 18, 2014, between General Finance Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Registrant’s Form 8-K filed June 18, 2014).


Exhibit No.		Exhibit Description
	4.5	Form of 8.125% Senior Note due 2021 (incorporated by reference to Registrant’s Form 8-K filed June 18, 2014).
	10.1	General Finance Corporation 2009 Stock Incentive Plan (incorporated by reference to Appendix A of Registrant’s Definitive Proxy Statement filed October 19, 2009).
	10.2	Underwriting Agreement dated May 13, 2011 (incorporated by reference to Registrant’s Form 8-K filed May 19, 2011).
	10.3	Facility Agreement dated March 31, 2014 among General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and Credit Suisse AG, Singapore Branch (incorporated by reference to Registrant’s Form 8-K filed April 4, 2014).
	10.4	Amended and Restated Asset Purchase Agreement dated as April 4, 2014 by and among KHM Rentals, LLC, Lone Star Tank Rental L.P., the Principals listed in Exhibit A attached hereto and Lone Star Tank Rental Inc. (incorporated by reference to Registrant’s Form 8-K filed April 8, 2014).
	10.5	Amended and Restated Credit Agreement dated April 7, 2014 by and among Wells Fargo Bank, National Association, HSBC Bank USA, N.A., certain other lenders parties thereto, Pac-Van, Inc., and Lone Star Tank Rental Inc. (incorporated by reference to Registrant’s Form 8-K filed April 8, 2014).
	10.6	Stockholders Agreement dated April 7, 2014 by and among General Finance Corporation and the stockholders of General Finance Corporation parties thereto (incorporated by reference to Registrant’s Form 8-K filed April 8, 2014).
	10.7	Pledge Agreement dated April 7, 2014 by and among Bobby Herricks, Justin Herricks, General Finance Corporation and Lone Star Tank Rental Inc. (incorporated by reference to Registrant’s Form 8-K filed April 8, 2014).
	10.8	Non-Negotiable Promissory Note dated April 7, 2014 in the original principal amount of $5,000,000 by Lone Star Inc. held by KHM Rentals, LLC and Lone Star Tank Rental, L.P. (incorporated by reference to Registrant’s Form 8-K filed April 8, 2014).
	10.9	Continuing Guaranty dated April 7, 2014 of GFN North America Corp. in favor of KHM Rentals, LLC and Lone Star Tank Rental, L.P. (incorporated by reference to Registrant’s Form 8-K filed April 8, 2014).
	10.10	ANZ Multicurrency Facility Agreement dated May 8, 2014 among Royal Wolf Trading Australia Pty Limited (“Royal Wolf Australia”), Royalwolf Trading New Zealand Limited (“Royal Wolf New Zealand”), Australia and New Zealand Banking Group Limited (“ANZ”) and ANZ Bank New Zealand Limited (“ANZ New Zealand”) (incorporated by reference to Registrant’s Form 8-K filed April 8, 2014) (incorporated by reference to Registrant’s Form 8-K filed May 12, 2014).
	10.11	CBA Multicurrency Facility Agreement dated May 8, 2014 among Royal Wolf Australia, Royal Wolf New Zealand and Commonwealth Bank of Australia (“CBA”) (incorporated by reference to Registrant’s Form 8-K filed May 12, 2014).
	10.12	Deed Poll dated May 7, 2014 entered into among ANZ, ANZ New Zealand, CBA, Royal Wolf Australia and Royal Wolf New Zealand (incorporated by reference to Registrant’s Form 8-K filed May 12, 2014).
	10.13	Amendment No. 1 among Pac-Van, Lone Star, Wells Fargo Bank, National Association, HSBC Bank USA, NA and Capital One Business Credit Corp. (incorporated by reference to Registrant’s Form 8-K filed May 29, 2014).

	10.14	Employment Agreement dated May 30, 2014 between Royal Wolf Trading Australia Pty Limited and Robert Allan (incorporated by reference to Registrant’s Form 8-K filed June 4, 2014)

	10.15	Underwriting Agreement dated June 11, 2014 between Sterne, Agee & Leach, Inc., as representative of the several underwriters, and General Finance Corporation (incorporated by reference to Registrant’s Form 8-K filed June 16, 2014).

	10.16	General Finance Corporation 2014 Stock Incentive Plan (incorporated by reference to Appendix A of Registrant’s Definitive Proxy Statement filed October 17, 2014).

	10.17	Fifth Amendment to Credit and Security Agreement dated December 3, 2014 among Wells Fargo Bank, National Association, Southern Frac, the Company and GFNMC (incorporated by reference to Registrant’s Form 8-K filed December 5, 2014).

	10.18	Amendment to General Finance Corporation 2014 Stock Incentive Plan Association (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014).


Exhibit No.		Exhibit Description
	10.19	Amendment No. 2 to Amended and Restated Credit Agreement among Pac-Van, Lone Star, GFNRC, Wells Fargo Bank, National Association, HSBC Bank USA, NA, The PrivateBank and Trust Company, Capital One Business Credit Corp. and OneWest Bank N.A. (incorporated by reference to Registrant’s Form 8-K filed January 6, 2015)

	10.20	Employment Agreement with Jody Miller dated June 1, 2015 (incorporated by reference to Registrant’s Form 8-K filed June 1, 2015).

	10.21	Amendment No. 3 dated May 29, 2015 to Amended and Restated Credit Agreement among Pac-Van, Lone Star, GFNRC, Wells Fargo Bank, National Association, HSBC Bank USA, NA, The PrivateBank and Trust Company and OneWest Bank N.A. 2015 (incorporated by reference to Registrant’s Form 8-K filed June 1, 2015).

	10.22	Amendment No. 4 dated June 30, 2015 to Amended and Restated Credit Agreement among Wells Fargo Bank, National Association, HSBC Bank USA, NA, OneWest Bank N.A., Pac-Van, Lone Star, GFNRC, Southern Frac and GFNMC(incorporated by reference to Registrant’s Form 8-K filed July 2, 2015).

	10.23	Amended and Restated 2014 Stock Incentive Plan (incorporated by reference to Registrant’s Form 8-K filed December 9, 2015)

	10.24	Amendment and Restatement Agreement dated January 27, 2016 among General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and Credit Suisse AG, Singapore Branch (incorporated by reference to Registrant’s Form 8-K filed January 28, 2016)

	10.25	Second Variation Deed dated December 15, 2016 (in Australia) among Royal Wolf Holdings Limited, Royal Wolf Trading Australia Pty Limited, Kookaburra Containers Pty Ltd. Royalwolf Trading New Zealand Limited, Royalwolf NZ Acquisition Co. Limited, Australia and New Zealand Banking Group Limited and ANZ Bank New Zealand Limited (incorporated by reference to Registrant’s Form 8-K filed December 19, 2016)

	10.26	Second Variation Deed dated December 15, 2016 (in Australia) among Royal Wolf Holdings Limited, Royal Wolf Trading Australia Pty Limited, Kookaburra Containers Pty Ltd. Royalwolf Trading New Zealand Limited, Royalwolf NZ Acquisition Co. Limited and Commonwealth Bank of Australia (incorporated by reference to Registrant’s Form 8-K filed December 19, 2016)

	10.27	Common Terms Deed Poll (incorporated by reference to Registrant’s Form 8-K filed December 19, 2016)

	10.28	Omnibus Amendment and Reaffirmation Agreement is dated as of March 24, 2017 among Wells Fargo Bank, National Association (“Wells Fargo”), East West Bank (“East West”), CIT Bank, N.A. (“CIT”), the Private Bank and Trust Company (the “Private Bank”), Key Bank, National Association (“Key Bank”), Bank Hapoalim, N.A. (“BHI”) and GACP I, L.P. (“Great American” and collectively with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI, the “Lenders”), GFN Realty Company, LLC, (“GFNRC”), Lone Star Tank Rental Inc. (“Lone Star”), Pac-Van, Inc. (“Pac-Van”), Southern Frac, LLC (“Southern Frac”), PV Acquisition Corp., (“PV Acquisition”), GFN Manufacturing Corporation (“GFN Manufacturing”), and GFN North America Corp. (“GFNNA” and collectively with GFNRC, Southern Frac, Lone Star, Pac-Van, PV Acquisition and GFN Manufacturing, the “Credit Parties”) (incorporated by reference to Registrant’s Form 8-K/A filed March 31, 2017)

	10.29	Pledge Agreement dated March 24, 2017 by GFN Realty Company, LLC (“GFN Realty”), for the benefit of Wells Fargo, as agent for the Lenders (incorporated by reference to Registrant’s Form 8-K/A filed March 31, 2017)

	10.30	Master Assignment and Assumption Agreement dated March 24, 2017 among Pac-Van, the Lenders, Capital One Business Corp. and HSBC Bank U.S.A. (incorporated by reference to Registrant’s Form 8-K/A filed March 31, 2017)

	10.31	Intercreditor Provisions dated March 24, 2017 among the Lenders and the Credit Parties (incorporated by reference to Registrant’s Form 8-K/A filed March 31, 2017)

	10.32	Underwriting Agreement dated April 18, 2017 between D.A. Davidson & Co. and General Finance Corporation (incorporated by reference to Registrant’s Form 8-K filed April 19, 2017)

	10.33	Omnibus Amendment and Reaffirmation Agreement is dated as of March 24, 2017 among Wells Fargo, East West, CIT, the Private Bank, Key Bank, BHI and Great American (collectively with Wells Fargo, East West, CIT, Private Bank, Key Bank and BHI, the “Lenders”), and the Credit Parties. (incorporated by reference to Registrant’s Form 8-K filed May 3, 2017)


Exhibit No.		Exhibit Description
	10.34	Amendment No. 6 to Amended and Restated Credit Agreement dated March 24, 2017 among Wells Fargo Bank, East West, CIT, Private Bank, Key Bank, BHI, Great American, GFNRC, Lone Star, Pac-Van and Southern Frac. (Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission) (incorporated by reference to Registrant’s Form 8-K filed May 3, 2017)
	10.35	Second Amendment and Restatement Agreement dated June 12, 2017 among General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and Credit Suisse AG, Singapore Branch (incorporated by reference to Registrant’s Form 8-K filed June 13, 2017)
	10.36	Increase and Joinder Agreement dated as of June 30, 2017 among Wells Fargo Bank, National Association, Associated Bank, N.A., East West Bank, CIT Bank, N.A., the Private Bank and Trust Company, Key Bank, National Association, Bank Hapoalim, N.A., GACP I, L.P., GFN Realty Company, LLC, Lone Star Tank Rental Inc., Pac-Van, Inc. and Southern Frac, LLC (incorporated by reference to Registrant’s Form 8-K filed July 6, 2017)
	21.1	Subsidiaries of General Finance Corporation (a)

	23.1	Consent of Independent Registered Public Accounting Firm (a)

	31.1	Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14 (a)

	31.2	Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14 (a)

	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350 (a)

	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350(a)

	101	The following materials from the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income/Loss, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Financial Statement Schedule I.


Signature	Title	Date
/s/ Ronald F. Valenta
/s/ Ronald F. Valenta	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	September 8, 2017
Ronald F. Valenta

/s/ Charles E. Barrantes	Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)	September 8, 2017
Charles E. Barrantes

/s/ James B. Roszak
/s/ James B. Roszak	Lead Independent Director	September 8, 2017
James B. Roszak

/s/ Manuel Marrero
/s/ Manuel Marrero	Director	September 8, 2017
Manuel Marrero

/s/ Susan L. Harris
/s/ Susan L. Harris	Director	September 8, 2017
Susan L. Harris

/s/ Larry D. Tashjian
/s/ Larry D. Tashjian	Director	September 8, 2017
Larry D. Tashjian

/s/ William H. Baribault	Director	September 8, 2017


	June 30, 2016		June 30, 2017

Assets
Cash and cash equivalents	$	9,342	$	7,792
Trade and other receivables, net of allowance for doubtful accounts of $8,876 and $6,387 at June 30, 2016 and 2017, respectively		38,067		44,390
Inventories		34,609		29,648
Prepaid expenses and other		9,366		8,923
Property, plant and equipment, net		26,951		23,388
Lease fleet, net		419,345		427,275
Goodwill		102,546		105,129
Other intangible assets, net		33,348		28,769

Total assets	$	673,574	$	675,314


Liabilities
Trade payables and accrued liabilities	$	43,476	$	42,774
Income taxes payable		175		—
Unearned revenue and advance payments		14,085		15,548
Senior and other debt, net		352,220		355,638
Deferred tax liabilities		39,006		38,106

Total liabilities		448,962		452,066


Commitments and contingencies (Note 10)		—		—

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 2017		40,100		40,100
Common stock, $.0001 par value: 100,000,000 shares authorized; 26,218,772 and 26,611,688 shares issued and outstanding at June 30, 2016 and 2017, respectively		3		3

Additional paid-in capital		122,568		120,370

Accumulated other comprehensive loss		(14,129)		(12,355)

Accumulated deficit		(10,010)		(12,972)


Total General Finance Corporation stockholders’ equity		138,532		135,146

Equity of noncontrolling interests		86,080		88,102

Total equity		224,612		223,248

Total liabilities and equity	$	673,574	$	675,314


	Cumulative				Additional		Accumulated Other		Retained Earnings		Total General Finance Corporation		Equity of
	Preferred Stock		Common Stock		Paid-In Capital		Comprehensive Income (Loss)		(Accumulated Deficit)		Stockholders’ Equity		Noncontrolling Interests		Total Equity


Balance at June 30, 2014	$	40,100	$	3	$	128,030	$	1,915	$	(11,786)	$	158,262	$	99,623	$	257,885


Share-based compensation		—		—		1,738		—		—		1,738		436		2,174

Preferred stock dividends		—		—		(3,658)		—		—		(3,658)		—		(3,658)
Dividends on capital stock by subsidiary		—		—		—		—		—		—		(3,922)		(3,922)
Purchases of subsidiary capital stock		—		—		(2,534)		—		—		(2,534)		(852)		(3,386)
Issuance of 16,002 shares of common stock at acquisition of Black Angus		—		—		156		—		—		156		—		156

Issuance of 195,879 shares of common stock on exercises of stock options		—		—		556		—		—		556		—		556
Grant of net 110,382 shares of restricted stock		—		—		—		—		—		—		—		—
Grant of 29,358 shares of common stock		—		—		—		—		—		—		—		—

Net income		—		—		—		—		7,133		7,133		5,912		13,045
Fair value change in derivative, net of related tax effect		—		—		—		(152)		—		(152)		(146)		(298)

Cumulative translation adjustment		—		—		—		(14,636)		—		(14,636)		(13,560)		(28,196)


Total comprehensive loss		—		—		—		—		—		(7,655)		(7,794)		(15,449)


Balance at June 30, 2015		40,100		3		124,288		(12,873)		(4,653)		146,865		87,491		234,356


Share-based compensation		—		—		1,908		—		—		1,908		480		2,388

Preferred stock dividends		—		—		(3,668)		—		—		(3,668)		—		(3,668)
Dividends and distributions by subsidiaries		—		—		—		—		—		—		(3,081)		(3,081)
Issuance of 13,000 shares of common stock on exercises of stock options		—		—		40		—		—		40		—		40
Grant of net 110,382 shares of restricted stock		—		—		—		—		—		—		—		—

Net income (loss)		—		—		—		—		(5,357)		(5,357)		2,071		(3,286)
Fair value change in derivative, net of related tax effect		—		—		—		207		—		207		199		406

Cumulative translation adjustment		—		—		—		(1,463)		—		(1,463)		(1,080)		(2,543)

Total comprehensive income (loss)		—		—		—		—		—		(6,613)		1,190		(5,423)


Balance at June 30, 2016	$	40,100	$	3	$	122,568	$	(14,129)	$	(10,010)	$	138,532	$	86,080	$	224,612


Exhibit Number		Exhibit Description

21.1		Subsidiaries of General Finance Corporation

23.1		Consent of Independent Registered Public Accounting Firm

31.1		Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)

31.2		Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350


Date: September 8, 2017	/s/ Ronald F. Valenta
	Name:	Ronald F. Valenta
	Title:	Chief Executive Officer


Date: September 8, 2017				/s/ Ronald F. Valenta
				Name: Ronald F. Valenta
				Title: Chief Executive Officer

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Jun. 30, 2017	Sep. 01, 2017	Dec. 31, 2016
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Trading Symbol	GFN
Entity Registrant Name	General Finance CORP
Entity Central Index Key	0001342287
Current Fiscal Year End Date	--06-30
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		26,611,688
Entity Public Float			$ 54,473

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2017	Jun. 30, 2016
Assets
Cash and cash equivalents	$ 7,792	$ 9,342
Trade and other receivables, net of allowance for doubtful accounts of $8,876 and $6,387 at June 30, 2016 and 2017, respectively	44,390	38,067
Inventories	29,648	34,609
Prepaid expenses and other	8,923	9,366
Property, plant and equipment, net	23,388	26,951
Lease fleet, net	427,275	419,345
Goodwill	105,129	102,546
Other intangible assets, net	28,769	33,348
Total assets	675,314	673,574
Liabilities
Trade payables and accrued liabilities	42,774	43,476
Income taxes payable		175
Unearned revenue and advance payments	15,548	14,085
Senior and other debt, net	355,638	352,220
Deferred tax liabilities	38,106	39,006
Total liabilities	452,066	448,962
Commitments and contingencies (Note 10)
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 2017	40,100	40,100
Common stock, $.0001 par value: 100,000,000 shares authorized; 26,218,772 and 26,611,688 shares issued and outstanding at June 30, 2016 and 2017, respectively	3	3
Additional paid-in capital	120,370	122,568
Accumulated other comprehensive loss	(12,355)	(14,129)
Accumulated deficit	(12,972)	(10,010)
Total General Finance Corporation stockholders' equity	135,146	138,532
Equity of noncontrolling interests	88,102	86,080
Total equity	223,248	224,612
Total liabilities and equity	$ 675,314	$ 673,574

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Jun. 30, 2016
Statement of Financial Position [Abstract]
Allowance for doubtful accounts on trade and other receivables	$ 6,387	$ 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	26,611,688	26,218,772
Common stock, shares outstanding	26,611,688	26,218,772

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2015
Sales:
Lease inventories and fleet	$ 95,764	$ 111,439	$ 90,275
Manufactured units	4,895	6,179	13,981
Total sales revenue	100,659	117,618	104,256
Leasing	176,269	168,233	199,569
Total revenues	276,928	285,851	303,825
Costs and expenses
Lease inventories and fleet (exclusive of the items shown separately below)	68,215	82,683	64,772
Manufactured units	6,336	10,063	10,907
Direct costs of leasing operations	76,306	69,134	76,770
Selling and general expenses	67,705	68,697	70,602
Impairment of goodwill and trade name		3,068
Depreciation and amortization	39,300	37,823	37,731
Operating income	19,066	14,383	43,043
Interest income	66	97	68
Interest expense (includes cash flow hedge reclassifications from AOCI of an unrealized gain of $104 in 2015 and $1,073 in 2017)	(19,653)	(19,648)	(21,096)
Foreign currency exchange loss and other	(351)	(309)	(273)
Total costs and expenses	(19,938)	(19,860)	(21,301)
Income (loss) before provision for income taxes	(872)	(5,477)	21,742
Provision (benefit) for income taxes (includes provision from AOCI reclassifications of $42 in 2015 and $31 in 2017)	(25)	(2,191)	8,697
Net income (loss)	(847)	(3,286)	13,045
Preferred stock dividends	(3,658)	(3,668)	(3,658)
Noncontrolling interest	(2,115)	(2,071)	(5,912)
Net income (loss) attributable to common stockholders	$ (6,620)	$ (9,025)	$ 3,475
Net income (loss) per common share:
Basic	$ (0.25)	$ (0.35)	$ 0.13
Diluted	$ (0.25)	$ (0.35)	$ 0.13
Weighted average shares outstanding:
Basic	26,348,344	26,060,823	25,805,679
Diluted	26,348,344	26,060,823	26,233,144

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2015
Gain on portion of cash flow hedge	$ 1,073	$ 104
Reclassifications out of Accumulated Other Comprehensive Income [Member]
Gain on portion of cash flow hedge	1,073	104
Provision for income taxes, AOCI reclassifications	$ 31	$ 42

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Cumulative Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings (Accumulated Deficit) [Member]	Total General Finance Corporation Stockholders' Equity [Member]	Equity of Noncontrolling Interests [Member]
Balance at Jun. 30, 2014	$ 257,885	$ 40,100	$ 3	$ 128,030	$ 1,915	$ (11,786)	$ 158,262	$ 99,623
Share-based compensation	2,174			1,738			1,738	436
Preferred stock dividends	(3,658)			(3,658)			(3,658)
Dividends and distributions by subsidiaries	(3,922)							(3,922)
Purchases of subsidiary capital stock	(3,386)			(2,534)			(2,534)	(852)
Issuance of shares of common stock at acquisition of Black Angus	156			156			156
Issuance of shares of common stock on exercises of stock options	556			556			556
Grant of shares, restricted stock	0	0	0	0	0	0	0	0
Grant of shares of common stock	0	0	0	0	0	0	0	0
Net income (loss)	13,045					7,133	7,133	5,912
Fair value change in derivative, net of related tax effect	(298)				(152)		(152)	(146)
Cumulative translation adjustment	(28,196)				(14,636)		(14,636)	(13,560)
Total comprehensive income (loss)	(15,449)						(7,655)	(7,794)
Balance at Jun. 30, 2015	234,356	40,100	3	124,288	(12,873)	(4,653)	146,865	87,491
Share-based compensation	2,388			1,908			1,908	480
Preferred stock dividends	(3,668)			(3,668)			(3,668)
Dividends and distributions by subsidiaries	(3,081)							(3,081)
Issuance of shares of common stock on exercises of stock options	40			40			40
Grant of shares, restricted stock	0	0	0	0	0	0	0	0
Net income (loss)	(3,286)					(5,357)	(5,357)	2,071
Fair value change in derivative, net of related tax effect	406				207		207	199
Cumulative translation adjustment	(2,543)				(1,463)		(1,463)	(1,080)
Total comprehensive income (loss)	(5,423)						(6,613)	1,190
Balance at Jun. 30, 2016	224,612	40,100	3	122,568	(14,129)	(10,010)	138,532	86,080
Share-based compensation	1,374			1,406			1,406	(32)
Preferred stock dividends	(3,658)			(3,658)			(3,658)
Dividends and distributions by subsidiaries	(1,879)							(1,879)
Issuance of shares of common stock on exercises of stock options	54			54			54
Grant of shares, restricted stock	0	0	0	0	0	0	0	0
Grant of shares of common stock	0	0	0	0	0	0	0	0
Net income (loss)	(847)					(2,962)	(2,962)	2,115
Fair value change in derivative, net of related tax effect	(222)				(113)		(113)	(109)
Cumulative translation adjustment	3,814				1,887		1,887	1,927
Total comprehensive income (loss)	2,745						(1,188)	3,933
Balance at Jun. 30, 2017	$ 223,248	$ 40,100	$ 3	$ 120,370	$ (12,355)	$ (12,972)	$ 135,146	$ 88,102

Consolidated Statements of Equity (Parenthetical)	12 Months Ended
Consolidated Statements of Equity (Parenthetical)	Jun. 30, 2015 shares
Issuance of shares of common stock at acquisition of Black Angus	16,002
Issuance of shares of common stock on exercises of stock options	195,879
Grant of shares of common stock	273,000
Restricted stock granted	110,382
Officer [Member]
Grant of shares of common stock	29,358

Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands	Jul. 01, 2014 USD ($)
Statement of Cash Flows [Abstract]
Common stock issued related to consideration for business acquisition	$ 156