UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
 
FORM 8-K
________________________
 
Current Report
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 7, 2019
________________________
 
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
________________________
 
Delaware
 (State or Other Jurisdiction of Incorporation)
 
 
 
001-32845
 
32-0163571
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
39 East Union Street
 
 
Pasadena, California
 
91103
(Address of Principal Executive Offices)
 
(Zip Code)
(626) 584-9722
 (Registrant’s Telephone Number, Including Area Code)
 ________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (See General Instruction A.2 below):
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value
 
GFN
 
NASDAQ Global Market
9.00% Series C Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $100 per share)
 
GFNCP
 
NASDAQ Global Market
8.125% Senior Notes due 2021
 
GFNSL
 
NASDAQ Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 
 
 
EXPLANATORY NOTES
Certain References
 
References to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation (“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”); 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”); GFN Asia Pacific Holdings Pty Ltd, an Australian corporation (“GFNAPH”) and its Australian and New Zealand subsidiaries (collectively, “Royal Wolf”).
 
 
TABLE OF CONTENTS
 
 
 
 
Page 
 
 
 
 
 
 
Item 2.02
 
Results of Operations and Financial Condition
 
1
 
 
 
 
 
Item 8.01
 
Other Events
 
1
 
 
 
 
 
 
Item 9.01
 
Financial Statements and Exhibits
 
1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 99.1
 
Press Release of GFN dated November 7, 2019
 
 
 
 
  i
 
 
 
Item 2.02.   Results of Operations and Financial Condition
 
On November 7, 2019 GFN announced financial results for the first quarter ended September 30, 2019 of fiscal year 2020. A copy of the GFN press release dated November 7, 2019 is attached as Exhibit 99.1 and is incorporated by reference herein.
 
In accordance with general instruction B.2 to Form 8-K, information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 8.01   Other Events
 
On November 7, 2019 GFN announced financial results for the first quarter ended September 30, 2019 of fiscal year 2020. A copy of the GFN press release dated November 7, 2019 is attached as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01   Financial Statements and Exhibits
 
Exhibit
Exhibit Description
 
 
99.1
 
 
 
 
  1
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
GENERAL FINANCE CORPORATION
  
 
 
Dated: November 7, 2019
By:  
/s/ CHRISTOPHER A. WILSON
 
 
 
Christopher A. Wilson
 
 
 
General Counsel, Vice President and Secretary
 
 
 
 
 
 
  2
 
 
EXHIBIT INDEX
 
 
 
Exhibit
 
 
Number
 
Exhibit Description
 
 
 
99.1
 
 
 
 
 
  3
 
 EXHIBIT 99.1
  GENERAL FINANCE CORPORATION REPORTS FIRST QUARTER RESULTS FOR FISCAL YEAR 2020
 
PASADENA, CA – November 7, 2019 – General Finance Corporation (NASDAQ: GFN), a leading specialty rental services company offering portable storage, modular space and liquid containment solutions in North America and in the Asia-Pacific region of Australia and New Zealand (the “Company”), today announced its consolidated financial results for the first quarter ended September 30, 2019.
 
First Quarter 2020 Highlights
Leasing revenues were $58.9 million, compared to $58.3 million for the first quarter of fiscal year 2019 .
Leasing revenues, excluding the oil and gas sector and foreign currency exchange rates, increased by 14% over the first quarter of fiscal year 2019.
Leasing revenues comprised 67% of total non-manufacturing revenues versus 62% for the first quarter of fiscal year 2019.
Total revenues were $89.9 million, compared to $97.8 million for the first quarter of fiscal year 2019.
Adjusted EBITDA was $25.1 million, compared to $27.0 million for the first quarter of fiscal year 2019.
Adjusted EBITDA margin was 28% for both periods.
Net income attributable to common shareholders was $5.0 million, or $0.16 per diluted share, compared to a net loss attributable to common shareholders of $9.1 million, or $0.33 per diluted share, for the first quarter of fiscal year 2019. Included in these results were a non-cash benefit of $1.0 million and a non-cash charge of $12.4 million in fiscal years 2020 and 2019, respectively, for the change in valuation of stand-alone bifurcated derivatives.
Average fleet unit utilization was 77%, compared to 81% in the first quarter of fiscal year 2019.
Consistent with our organic growth strategy, we opened one greenfield location in the Asia-Pacific region.
Surpassed 100,000 units in combined lease fleet.
 
Management Commentary
 
“We are pleased to have started our fiscal year 2020 with strong performance at our core North American leasing operations,” said Jody Miller, President and Chief Executive Officer. “Pac-Van generated exceptional results, delivering an 18% year-over-year increase in leasing revenues, driven by overall strength in unit growth and average lease rate. Our liquid containment business recorded lower results for the quarter due to the moderation in oil and gas activity in Texas, and Royal Wolf delivered improved performance, driven by a 4% leasing revenue increase in local currency.”
 
Charles Barrantes, Executive Vice President and Chief Financial Officer, added, “Our first quarter results were generally in line with our expectations, as we maintained our net leverage ratio at below four times.”
 
First Quarter 2020 Operating Summary
 
North America
Revenues from our North American leasing operations for the first quarter of fiscal year 2020 totaled $60.6 million, compared with $65.2 million for the first quarter of fiscal year 2019, a decrease of 7%. However, leasing revenues increased by 2% on a year-over-year basis. The increase extended across most sectors, but occurred primarily in the construction, commercial, retail and industrial sectors, while being substantially offset by a decrease in the oil and gas sector. Sales revenues decreased by 24%, primarily in the industrial, education and mining sectors. Fiscal year 2019 included $7.1 million in sales to four customers that were not repeated in fiscal year 2020. Adjusted EBITDA was $19.4 million for the first quarter of fiscal year 2020, as compared with $20.7 million for the prior year’s quarter, a decrease of 6%. Adjusted EBITDA from Pac-Van increased by 18% to $15.9 million, from $13.5 million in the first quarter of fiscal year 2019, and adjusted EBITDA from Lone Star decreased by 51% to $3.5 million, from $7.2 million in the year-ago quarter.
 
North American manufacturing revenues for the first quarter of fiscal year 2020 totaled $3.5 million and included intercompany sales of $1.3 million from products sold to our North American leasing operations. This compares to $4.3 million of total sales, including intercompany sales of $0.5 million during the first quarter of fiscal year 2019. On a stand-alone basis, prior to intercompany adjustments, adjusted EBITDA was approximately $0.3 million the first quarter of fiscal year 2020, as compared with $0.6 million for the year-ago quarter.
 
 
 1
 
 
Asia-Pacific
Revenues from the Asia-Pacific region for the first quarter of fiscal year 2020 totaled $27.1 million, as compared with $28.8 million for the first quarter of fiscal year 2019, a decrease of 6%. However, on a local currency basis, total revenues increased by under 1%. The slight increase in revenues in local dollars was driven primarily by increased revenues in the mining, government and education sectors, and was substantially offset by decreases in the construction and utilities sectors. Leasing revenues decreased by 2% on a year-over-year basis, but increased by 4% on a local currency basis, driven primarily by increases in the transportation, consumer, industrial, retail, special events and education sectors, partially offset by a decrease in the mining sector. Adjusted EBITDA for the first quarter of 2020 was $6.8 million, comparable with the year-ago quarter. On a local currency basis, adjusted EBITDA increased by approximately 8%.
 
Balance Sheet and Liquidity Overview
 
At September 30, 2019, the Company had total debt of $405.9 million and cash and cash equivalents of $12.1 million, compared with $411.1 million and $10.4 million at June 30, 2019, respectively. At September 30, 2019, our North American leasing operations had $64.2 million available to borrow under its $260.0 million credit facility, and our Asia-Pacific leasing operations had, including cash at the bank, $24.3 million (A$36.0 million), available to borrow under its senior credit facility.
 
During the first quarter of fiscal year 2020, the Company generated cash from operating activities of $13.6 million, as compared to $4.0 million for the year-ago quarter. For the first quarter of fiscal year 2020, the Company invested a net $7.3 million ($8.1 million in North America and negative $0.8 million in the Asia-Pacific) in the lease fleet, as compared to $5.9 million in net fleet investment ($4.5 million in North America and $1.4 million in the Asia-Pacific) in the first quarter of fiscal year 2019.
 
Receivables were $53.7 million at September 30, 2019, as compared to $56.2 million at June 30, 2019. Days sales outstanding in receivables at September 30, 2019, for our Asia-Pacific and North American leasing operations were 37 and 49 days, as compared to 34 and 46 days, respectively, as of June 30, 2019.
 
Outlook
 
On our fourth quarter earnings conference call, we stated that we expected that consolidated revenues for fiscal year 2020 would be in the range of $370 million to $390 million and that consolidated adjusted EBITDA would be in the range of plus or minus 4% in fiscal year 2020 from fiscal year 2019. Based on our first quarter results, our revenue and adjusted EBITDA expectations for fiscal year 2020 remain unchanged. This outlook does not take into account the impact of any acquisitions that may occur during fiscal year 2020.
 
Conference Call Details
 
Management will host a conference call today at 8:30 a.m. Pacific Time (11:30 a.m. Eastern Time), to discuss the Company’s operating results. The conference call number for U.S. participants is (866) 901-5096, and the conference call number for participants outside the U.S. is (706) 643-3717. The conference ID number for both conference call numbers is 2086720. Additionally, interested parties can listen to a live webcast of the call in the "Investor Relations" section of the Company's website at http://www.generalfinance.com.
 
 
A replay of the conference call may be accessed through November 25, 2019 by dialing (800) 585-8367 (U.S.) or (404) 537-3406 (international), using conference ID number 2086720. After the replay has expired, interested parties can listen to the conference call via webcast in the "Investor Relations" section of the Company's website at http://www.generalfinance.com.
 
About General Finance Corporation
 
Headquartered in Pasadena, California, General Finance Corporation (NASDAQ: GFN, www.generalfinance.com) is a leading specialty rental services company offering portable storage, modular space and liquid containment solutions.  Management’s expertise in these sectors drives disciplined growth strategies, operational guidance, effective capital allocation and capital markets support for the Company’s subsidiaries.  The Company’s Asia-Pacific leasing operations in Australia and New Zealand consist of wholly-owned Royal Wolf (www.royalwolf.com.au), the leading provider of portable storage solutions in those regions. The Company’s North America leasing operations consist of wholly-owned subsidiaries Pac-Van, Inc. (www.pacvan.com) and Lone Star Tank Rental Inc. (www.lonestartank.com), providers of portable storage, office and liquid storage tank containers, mobile offices and modular buildings.  The Company also owns Southern Frac, LLC (www.southernfrac.com), a manufacturer of portable liquid storage tank containers and, under the trade name Southern Fabrication Specialties (www.southernfabricationspecialties.com), other steel-related products in North America.
 
 
 2
 
 
Cautionary Statement about Forward-Looking Statements
 
Statements in this news release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements addressing management’s views with respect to future financial and operating results, competitive pressures, increases in interest rates for our variable rate indebtedness, our ability to raise capital or borrow additional funds, changes in the Australian, New Zealand or Canadian dollar relative to the U.S. dollar, regulatory changes, customer defaults or insolvencies, litigation, the acquisition of businesses that do not perform as we expect or that are difficult for us to integrate or control, our ability to procure adequate levels of products to meet customer demand, our ability to procure adequate supplies for our manufacturing operations, labor disruptions, adverse resolution of any contract or other disputes with customers, declines in demand for our products and services from key industries such as the Australian resources industry or the U.S. oil and gas and construction industries, or a write-off of all or a part of our goodwill and intangible assets. These risks and uncertainties could cause actual outcomes and results to differ materially from those described in our forward-looking statements. We believe that the expectations represented by our forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date of the press release, and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise unless required by applicable law. The forward-looking statements contained in this press release are expressly qualified by these cautionary statements. Readers are cautioned that these forward-looking statements involve certain risks and uncertainties, including those contained in filings with the Securities and Exchange Commission.
 
Investor/Media Contact
Larry Clark
Financial Profiles, Inc.
310-622-8223
-Financial Tables Follow-
 
 
 
 
3
 
 
GENERAL FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
 
 
 
Quarter Ended September 30,
 
 
 
2018
 
 
2019
 
Revenues
 
 
 
 
 
 
Sales:
 
 
 
 
 
 
  Lease inventories and fleet
 $35,636 
 $28,791 
  Manufactured units
  3,838 
  2,173 
 
  39,474 
  30,964 
Leasing
  58,318 
  58,933 
 
  97,792 
  89,897 
 
    
    
Costs and expenses
    
    
Cost of Sales:
    
    
  Lease inventories and fleet (exclusive of the items shown separately below)
  26,821 
  20,216 
  Manufactured units
  3,098 
  1,827 
Direct costs of leasing operations
  22,354 
  22,858 
Selling and general expenses
  19,313 
  20,655 
Depreciation and amortization
  10,001 
  9,411 
 
    
    
Operating income
  16,205 
  14,930 
 
    
    
Interest income
  48 
  186 
Interest expense
  (8,625)
  (7,324)
Change in value of bifurcated derivatives Convertible Note
  (12,366)
  992 
Foreign exchange and other
  (1,511)
  (573)
 
  (22,454)
  (6,719)
 
    
    
Income (loss) before provision for income taxes
  (6,249)
  8,211 
 
    
    
Provision for income taxes
  1,915 
  2,260 
 
    
    
Net income (loss)
  (8,164)
  5,951 
Preferred stock dividends
  (922)
  (922)
 
    
    
Net income (loss) attributable to common stockholders
 $(9,086)
 $5,029 
 
    
    
Net income (loss) per common share:
    
    
Basic
 $(0.33)
 $0.17 
Diluted
  (0.33)
  0.16 
 
    
    
Weighted average shares outstanding:
    
    
Basic
  27,391,220 
  30,205,248 
Diluted
  27,391,220 
  31,340,432 
 
 
 
 4
 
 
GENERAL FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
 
 
 
June 30, 2019
 
 
September 30, 2019
 
Assets
 
 
 
 
 
 
Cash and cash equivalents
 $10,359 
 $12,132 
Trade and other receivables, net
  56,204 
  53,682 
Inventories
  29,077 
  33,186 
Prepaid expenses and other
  9,823 
  12,380 
Property, plant and equipment, net
  22,895 
  24,263 
Lease fleet, net
  456,822 
  453,456 
Operating lease assets
   
  68,166 
Goodwill
  111,323 
  110,309 
Other intangible assets, net
  21,809 
  20,722 
Total assets
 $718,312 
 $788,296 
 
    
    
Liabilities
    
    
Trade payables and accrued liabilities
 $48,460 
 $46,636 
Income taxes payable
  506 
  354 
Unearned revenue and advance payments
  22,671 
  26,921 
Operating lease liabilities
   
  68,907 
Senior and other debt, net
  411,141 
  405,851 
Fair value of bifurcated derivatives in Convertible Note
  19,782 
  18,790 
Deferred tax liabilities
  38,711 
  40,251 
Total liabilities
  541,271 
  607,710 
 
    
    
Commitments and contingencies
   
   
 
    
    
Equity
    
    
Cumulative preferred stock, $.0001 par value: 1,000,000 shares authorized; 400,100 shares issued and outstanding (in series)
  40,100 
  40,100 
Common stock, $.0001 par value: 100,000,000 shares authorized; 30,471,406 shares issued and outstanding at June 30, 2019 and 30,573,863 at September 30, 2019
  3 
  3 
Additional paid-in capital
  183,933 
  183,779 
 
Accumulated other comprehensive loss
 
  (18,755)
  (21,007)
Accumulated deficit
  (28,744)
  (22,793)
Total General Finance Corporation stockholders’ equity
  176,537 
  180,082 
Equity of noncontrolling interests
  504 
  504 
Total equity
  177,041 
  180,586 
Total liabilities and equity
 $718,312 
 $788,296 
 
 
 5
 
 
Explanation and Use of Non-GAAP Financial Measures
 
Earnings before interest, income taxes, impairment, depreciation and amortization and other non-operating costs and income (“EBITDA”) and adjusted EBITDA are non-U.S. GAAP measures. We calculate adjusted EBITDA to eliminate the impact of certain items we do not consider to be indicative of the performance of our ongoing operations. In addition, in evaluating adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the expenses excluded from our presentation of adjusted EBITDA. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. We present adjusted EBITDA because we consider it to be an important supplemental measure of our performance and because we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, many of which present EBITDA and a form of adjusted EBITDA when reporting their results. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using adjusted EBITDA only supplementally. The following tables show our adjusted EBITDA and the reconciliation from net income (loss) on a consolidated basis and from operating income (loss) for our operating segments (in thousands):
  
 
 
Quarter Ended September 30,
 
 
 
2018
 
 
2019
 
Net income (loss)
 $(8,164)
 $5,951 
Add (deduct) —
    
    
  Provision for income taxes
  1,915 
  2,260 
  Change in valuation of bifurcated derivatives in Convertible Note
  12,366 
  (992)
  Foreign exchange and other
  1,511 
  573 
  Interest expense
  8,625 
  7,324 
  Interest income
  (48)
  (186)
  Depreciation and amortization
  10,103 
  9,512 
  Share-based compensation expense
  678 
  683 
Adjusted EBITDA
 $26,986 
 $25,125 
 
 
 
 
 
Quarter Ended September 30, 2018
 
 
 
 
Quarter Ended September 30, 2019
 
 
 
Asia-Pacific
 
 
North America
 
 
Asia-Pacific
 
 
North America
 
 
 
Leasing
 
 
Leasing
 
 
Manufacturing
 
 
Corporate
 
 
Leasing
 
 
Leasing
 
 
Manufacturing
 
 
Corporate
 
Operating income (loss)
 $2,416 
 $14,602 
 $488 
 $(1,466)
 $2,703 
 $13,669 
 $176 
 $(1,666)
Add -
    
    
    
    
    
    
    
    
  Depreciation and amortization
  4,157 
  6,028 
  102 
  9 
  3,953 
  5,637 
  101 
  3 
  Share-based compensation Xexpense
  192 
  81 
  6 
  399 
  183 
  117 
  9 
  374 
Adjusted EBITDA
 $6,765 
 $20,711 
 $596 
 $(1,058)
 $6,839 
 $19,423 
 $286 
 $(1,289)
Intercompany adjustments
    
    
    
 $(28)
    
    
    
 $(134)
 
 
 
  6