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001-32845
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32-0163571
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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39 East Union Street
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Pasadena, California
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91103
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(Address of Principal Executive Offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Page
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Item 2.02
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Results of Operations and Financial Condition
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1
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Item 8.01
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Other Events
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1
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Item 9.01
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Financial Statements and Exhibits
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1
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Exhibit 99.1
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Press
Release of GFN dated September 6, 2017
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Exhibit
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Exhibit
Description
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99.1
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Press
Release of GFN dated September 6, 2017
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GENERAL FINANCE CORPORATION
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Dated: September 6, 2017
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By:
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/s/ CHRISTOPHER A. WILSON
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Christopher A. Wilson
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General Counsel, Vice President and Secretary
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Exhibit
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Number
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Exhibit Description
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99.1
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Press
Release of GFN dated September 6, 2017
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Quarter
Ended June 30,
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Year
Ended June 30,
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2016
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2017
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2016
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2017
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(unaudited)
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Revenues
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Sales:
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Lease inventories
and fleet
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$31,031
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$26,448
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$111,439
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$95,764
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Manufactured
units
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327
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1,106
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6,179
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4,895
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31,358
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27,554
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117,618
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100,659
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Leasing
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40,971
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45,785
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168,233
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176,269
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72,329
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73,339
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285,851
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276,928
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Costs
and expenses
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Cost of
sales:
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Lease inventories
and fleet (exclusive of the items shown separately
below)
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22,963
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19,226
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82,683
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68,215
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Manufactured
units
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1,861
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1,420
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10,063
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6,336
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Direct costs of
leasing operations
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17,447
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20,485
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69,134
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76,306
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Selling and general
expenses
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19,002
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17,449
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68,697
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67,705
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Impairment of
goodwill and tradename
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387
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—
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3,068
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—
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Depreciation and
amortization
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9,926
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10,063
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37,823
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39,300
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Operating
income
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743
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4,696
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14,383
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19,066
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Interest
income
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25
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12
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97
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66
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Interest
expense
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(4,830)
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(4,557)
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(19,648)
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(19,653)
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Foreign currency
exchange gain (loss) and other
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135
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(281)
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(309)
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(351)
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(4,670)
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(4,826)
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(19,860)
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(19,938)
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Loss
before provision (benefit) for income taxes
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(3,927)
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(130)
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(5,477)
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(872)
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Provision (benefit)
for income taxes
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(1,571)
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272
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(2,191)
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(25)
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Net
loss
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(2,356)
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(402)
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(3,286)
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(847)
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Preferred stock
dividends
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(902)
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(892)
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(3,668)
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(3,658)
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Noncontrolling
interests
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(562)
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(471)
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(2,071)
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(2,115)
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Net
loss attributable to common stockholders
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$(3,820)
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$(1,765)
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$(9,025)
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$(6,620)
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Net loss per common
share:
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Basic
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$(0.15)
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$(0.07)
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$(0.35)
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$(0.25)
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Diluted
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(0.15)
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(0.07)
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(0.35)
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(0.25)
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Weighted average
shares outstanding:
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Basic
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26,131,659
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26,472,633
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26,060,823
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26,348,344
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Diluted
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26,131,659
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26,472,633
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26,060,823
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26,348,344
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June 30, 2016
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June 30, 2017
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Assets
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Cash
and cash equivalents
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$9,342
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$7,792
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Trade
and other receivables, net
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38,067
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44,390
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Inventories
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34,609
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29,648
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Prepaid
expenses and other
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9,366
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8,923
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Property,
plant and equipment, net
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26,951
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23,388
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Lease
fleet, net
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419,345
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427,275
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Goodwill
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102,546
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105,129
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Other
intangible assets, net
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33,348
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28,769
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Total assets
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$673,574
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$675,314
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Liabilities
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Trade
payables and accrued liabilities
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$43,476
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$42,774
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Income
taxes payable
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175
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—
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Unearned
revenue and advance payments
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14,085
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15,548
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Senior
and other debt
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352,220
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355,638
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Deferred
tax liabilities
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39,006
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38,106
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Total liabilities
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448,962
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452,066
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Commitments
and contingencies
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—
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—
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Equity
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Cumulative
preferred stock, $.0001 par value: 1,000,000 shares authorized;
400,100 shares issued and outstanding (in series)
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40,100
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40,100
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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
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3
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3
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Additional
paid-in capital
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122,568
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120,370
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Accumulated
other comprehensive loss
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(14,129)
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(12,355)
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Accumulated
deficit
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(10,010)
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(12,972)
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Total
General Finance Corporation stockholders’ equity
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138,532
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135,146
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Equity
of noncontrolling interests
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86,080
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88,102
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Total equity
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224,612
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223,248
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Total liabilities and equity
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$673,574
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$675,314
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Quarter
Ended June 30,
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Year
Ended June 30,
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2016
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2017
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2016
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2017
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Net
loss
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$(2,356)
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$(402)
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$(3,286)
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$(847)
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Add (deduct)
—
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Provision
(benefit) for income taxes
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(1,571)
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272
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(2,191)
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(25)
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Foreign
currency exchange loss (gain) and other
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(135)
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281
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309
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351
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Interest
expense
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4,830
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4,557
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19,648
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19,653
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Interest
income
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(25)
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(12)
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(97)
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(66)
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Impairment
of goodwill and trade name
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387
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-
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3,068
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-
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Depreciation
and amortization
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10,125
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10,261
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38,634
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40,092
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Share-based
compensation expense
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266
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532
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2,388
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1,374
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Inventory
write-downs and related
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1,630
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-
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1,630
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-
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Non-recurring
severance costs and CEO
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727
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-
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727
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-
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retirement
compensation at Royal Wolf
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Refinancing
costs not capitalized
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-
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-
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-
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437
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Adjusted
EBITDA
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$13,878
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$15,489
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$60,830
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$60,969
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Quarter Ended June 30, 2016
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Quarter Ended June 30, 2017
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||||||
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Asia-Pacific
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North America
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Asia-Pacific
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North America
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Leasing
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Leasing
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Manufacturing
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Corporate
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Leasing
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Leasing
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Manufacturing
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Corporate
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Operating
income (loss)
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$3,360
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$2,461
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$(3,303)
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$(1,823)
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$1,837
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$4,986
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$(583)
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$(1,702)
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Add
(deduct) -
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Depreciation
and amortization
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3,851
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5,907
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554
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1
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4,405
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5,839
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198
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9
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Impairment
of goodwill and trade name
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----
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----
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387
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----
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----
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----
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----
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----
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Share-based
compensation expense
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296
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78
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(1)
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(107)
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134
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109
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14
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275
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Inventory
write-downs and related
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----
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123
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1,507
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----
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----
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----
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----
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----
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Non-recurring
severance costs and CEO retirement compensation at Royal
Wolf
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727
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----
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----
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----
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----
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----
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----
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----
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Adjusted EBITDA
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$8,234
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$8,569
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$(856)
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$(1,929)
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$6,376
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$10,934
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$(371)
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$(1,418)
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Intercompany adjustments
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$(140)
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$(32)
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Year Ended June 30, 2016
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Year Ended June 30, 2017
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Asia-Pacific
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North
America
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Asia-Pacific
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North
America
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Leasing
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Leasing
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Manufacturing
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Corporate
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Leasing
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Leasing
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Manufacturing
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Corporate
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Operating income
(loss)
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$12,834
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$16,443
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$(9,464)
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$(6,030)
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$10,768
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$15,635
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$(2,430)
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$(5,507)
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Add
(deduct) -
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Depreciation and
amortization
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14,354
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23,683
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1,343
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2
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16,699
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23,329
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792
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28
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Impairment of
goodwill and trade name
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----
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----
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3,068
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----
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----
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----
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----
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----
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Share-based
compensation expense
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959
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396
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100
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933
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(74)
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374
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62
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1,012
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Inventory
write-downs and related
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----
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123
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1,507
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----
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----
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----
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----
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----
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Non-recurring
severance costs and CEO retirement compensation at Royal
Wolf
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727
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----
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----
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----
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----
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----
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----
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----
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Refinancing costs
not capitalized
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----
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----
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----
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----
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----
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437
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----
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----
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Adjusted
EBITDA
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$28,874
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$40,645
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$(3,446)
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$(5,095)
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$27,393
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$39,775
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$(1,576)
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$(4,467)
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Intercompany
adjustments
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$(148)
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$(156)
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