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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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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, $0.0001 par value
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GFN
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NASDAQ Global Market
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9.00% Series C Cumulative Redeemable Perpetual Preferred Stock
(Liquidation Preference $100 per share)
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GFNCP
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NASDAQ Global Market
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8.125% Senior Notes due 2021
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GFNSL
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NASDAQ Global Market
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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 February 10, 2020
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Exhibit
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Exhibit
Description
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99.1
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GENERAL FINANCE CORPORATION
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Dated: February 10, 2020
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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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Quarter
Ended December 31,
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Six
Months Ended December 31,
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2018
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2019
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2018
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2019
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Revenues
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Sales:
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Lease inventories
and fleet
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$31,813
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$29,741
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$67,449
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$58,532
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Manufactured
units
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2,671
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1,583
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6,509
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3,756
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34,484
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31,324
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73,958
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62,288
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Leasing
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63,509
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60,785
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121,827
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119,718
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97,993
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92,109
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195,785
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182,006
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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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23,289
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21,600
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50,110
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41,816
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Manufactured
units
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2,271
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1,637
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5,369
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3,464
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Direct costs of
leasing operations
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23,574
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22,761
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45,928
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45,619
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Selling and general
expenses
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20,350
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20,483
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39,663
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41,138
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Depreciation and
amortization
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11,054
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8,609
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21,055
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18,020
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Operating
income
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17,455
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17,019
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33,660
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31,949
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Interest
income
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33
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180
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81
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366
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Interest
expense
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(8,868)
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(6,930)
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(17,493)
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(14,254)
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Change
in valuation of bifurcated derivatives in Convertible
Note
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(9,332)
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3,902
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(21,698)
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4,894
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Foreign exchange
and other
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(1,782)
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264
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(3,293)
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(309)
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(19,949)
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(2,584)
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(42,403)
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(9,303)
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Income
(loss) before provision for income taxes
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(2,494)
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14,435
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(8,743)
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22,646
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Provision for
income taxes
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1,712
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3,994
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3,627
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6,254
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Net
income (loss)
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(4,206)
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10,441
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(12,370)
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16,392
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Preferred stock
dividends
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(922)
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(922)
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(1,844)
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(1,844)
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Net
income (loss) attributable to common
stockholders
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$(5,128)
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$9,519
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$(14,214)
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$14,548
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Net income (loss)
per common share:
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Basic
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$(0.17)
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$0.31
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$(0.50)
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$0.48
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Diluted
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(0.17)
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0.30
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(0.50)
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0.46
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Weighted average
shares outstanding:
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Basic
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29,907,679
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30,253,075
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28,649,451
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30,229,164
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Diluted
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29,907,679
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31,537,637
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28,649,451
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31,433,274
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June 30, 2019
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December 31, 2019
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Assets
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Cash
and cash equivalents
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$10,359
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$10,067
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Trade
and other receivables, net
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56,204
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51,372
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Inventories
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29,077
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31,436
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Prepaid
expenses and other
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9,823
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9,383
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Property,
plant and equipment, net
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22,895
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24,578
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Lease
fleet, net
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456,822
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466,274
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Operating
lease assets
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—
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70,149
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Goodwill
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111,323
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111,275
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Other
intangible assets, net
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21,809
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19,743
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Total assets
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$718,312
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$794,277
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Liabilities
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Trade
payables and accrued liabilities
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$48,460
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$43,843
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Income
taxes payable
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506
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302
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Unearned
revenue and advance payments
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22,671
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29,028
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Operating
lease liabilities
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—
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70,727
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Senior
and other debt, net
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411,141
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398,423
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Fair value of bifurcated derivatives in
Convertible Note
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19,782
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14,888
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Deferred
tax liabilities
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38,711
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44,114
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Total liabilities
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541,271
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601,325
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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; 30,471,406
shares issued and outstanding at June 30, 2019 and 30,604,348 at
December 31, 2019
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3
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3
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Additional
paid-in capital
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183,933
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183,555
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Accumulated
other comprehensive loss
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(18,755)
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(18,858)
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Accumulated
deficit
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(28,744)
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(12,352)
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Total
General Finance Corporation stockholders’ equity
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176,537
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192,448
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Equity
of noncontrolling interests
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504
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504
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Total equity
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177,041
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192,952
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Total liabilities and equity
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$718,312
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$794,277
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Quarter
Ended December 31,
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Six
Months Ended December 31,
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||
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2018
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2019
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2018
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2019
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Net income
(loss)
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$(4,206)
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$10,441
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$(12,370)
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$16,392
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Add (deduct)
—
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Provision
for income taxes
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1,712
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3,994
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3,627
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6,254
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Change
in valuation of bifurcated derivatives in
Convertible
Note
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9,332
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(3,902)
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21,698
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(4,894)
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Foreign
exchange and other
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1,782
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(264)
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3,293
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309
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Interest
expense
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8,868
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6,930
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17,493
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14,254
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Interest
income
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(33)
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(180)
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(81)
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(366)
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Depreciation
and amortization
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11,155
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8,706
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21,258
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18,218
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Share-based
compensation expense
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663
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685
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1,341
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1,368
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Refinancing
costs not capitalized
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448
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--
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448
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--
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Adjusted
EBITDA
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$29,721
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$26,410
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$56,707
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$51,535
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Quarter
Ended December 31, 2018
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Quarter
Ended December 31, 2019
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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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$3,437
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$15,228
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$121
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$(1,458)
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$4,646
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$14,062
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$(203)
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$(1,717)
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Add -
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Depreciation
and amortization
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5,016
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6,227
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101
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3
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3,056
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5,732
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97
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3
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Share-based
compensation Xexpense
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192
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81
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6
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384
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183
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118
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9
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375
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Refinancing
costs not capitalized
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-
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448
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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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$8,645
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$21,984
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$228
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$(1,071)
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$7,885
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$19,912
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$(97)
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$(1,339)
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Intercompany
adjustments
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$(65)
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$49
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Six
Months Ended December 31, 2018
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Six
Months Ended December 31, 2019
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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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$5,853
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$29,830
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$609
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$(2,924)
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$7,349
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$27,731
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$(27)
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$(3,383)
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Add -
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Depreciation
and amortization
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9,173
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12,255
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203
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12
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7,009
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11,369
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198
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6
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Share-based
compensation Xexpense
|
384
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162
|
12
|
366
|
235
|
18
|
749
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Refinancing
costs not capitalized
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-
|
448
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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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$15,410
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$42,695
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$824
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$(2,129)
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$14,724
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$39,335
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$189
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$(2,628)
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Intercompany
adjustments
|
|
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$(93)
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$(85)
|