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): September 9, 2020
________________________
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.   
1

 
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 September 9, 2020
 
 
 
i

 
Item 2.02.   Results of Operations and Financial Condition
 
On September 9, 2020 GFN announced financial results for the fourth quarter and fiscal year ended June 30, 2020 of fiscal year 2020. A copy of the GFN press release dated September 9, 2020 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 September 9, 2020 GFN announced financial results for the fourth quarter and fiscal year ended June 30, 2020 of fiscal year 2020. A copy of the GFN press release dated September 9, 2020 is attached as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01   Financial Statements and Exhibits
 
Exhibit
Exhibit Description
   
99.1
Press Release of GFN dated September 9, 2020
 
 
 
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: September 9, 2020
By:  
/s/ CHRISTOPHER A. WILSON
 
 
 
Christopher A. Wilson
 
 
 
General Counsel, Vice President and Secretary
 
 
 
 
2

EXHIBIT INDEX
 
 
 
Exhibit
 
 
Number
 
Exhibit Description
     
99.1
 
Press Release of GFN dated September 9, 2020
 
 
 
3

EXHIBIT 99.1
 
GENERAL FINANCE CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR RESULTS FOR FISCAL YEAR 2020
 
PASADENA, CA – September 9, 2020 – 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 fourth quarter and fiscal year ended June 30, 2020.
 
Fourth Quarter 2020 Highlights  
 
Fiscal Year 2020 Highlights  
 
Management Commentary
 
“Our core North America leasing operations again generated higher revenues and adjusted EBITDA in fiscal year 2020 based upon our diversified customer base and expanding geographic presence,” said Jody Miller, President and Chief Executive Officer. “Pac-Van, with increases across nearly every sector, generated an 8% year-over-year increase in leasing revenues and an 11% increase in adjusted EBITDA. However, our liquid containment business at Lone Star, which recorded lower results for the year, continues to be impacted by reduced drilling activity and ongoing uncertainty in the oil and gas markets, aggravated by the COVID-19 pandemic. At Royal Wolf, leasing revenues and adjusted EBITDA for the year were higher in local currency, but their translation into U.S. dollars was adversely impacted by a weaker Australian dollar between the periods.”
1

 
“The COVID-19 pandemic continues to create unprecedented challenges in our country and the world, including significantly disrupting the oil and gas sector,” added Mr. Miller. “The physical health and safety of our employees and customers remain our foremost concern.  We are an essential business and our locations remain open, operating under flexible work practices while maintaining the same level of safety and service that our customers expect from us.”  
 
Mr. Miller concluded, “We remain committed to helping our employees and customers get through these extremely challenging times. While we are unable to predict what the ultimate severity or duration of the economic fall-out caused by the pandemic will have on our business, our experienced management team has weathered challenging times in the past and we are well prepared to continue to execute upon our long-term strategy through this crisis. During the fiscal year, we entered four new markets, opening two greenfield locations in North America and two in the Asia-Pacific region and completed one acquisition in North America.”  
 
Charles Barrantes, Executive Vice President and Chief Financial Officer, added, “Our fiscal year 2020 results exceeded the guidance range we provided in conjunction with the reporting of our third quarter results. And despite recording lower year-over-year adjusted EBITDA in fiscal year 2020, we continue to manage our working capital and fleet investment, which resulted in increased free cash flow and a reduction in our debt levels during the year. The long useful lives and low maintenance requirements of our lease fleet enhances cash flow and allows us the flexibility to allocate capital between organic fleet expansion, accretive acquisitions, other value creating options and debt reduction.”
 
Mr. Barrantes concluded, “We are currently evaluating various financing alternatives to refinance our 8.125% Senior Notes due July 2021, with the goal of extending our debt maturities and lowering our overall cost of financing.  Our financial position and liquidity are strong and we expect to continue to generate free cash flow in fiscal year 2021.”
 
Fourth Quarter 2020 Operating Summary
 
North America
Revenues from our North American leasing operations for the fourth quarter of fiscal year 2020 totaled $55.3 million, compared to $61.8 million for the fourth quarter of the prior year, a decrease of approximately 11%. Leasing revenues decreased by 19% on a year-over-year basis. The decrease in leasing revenues was primarily in the oil and gas sector, substantially attributable to Lone Star, as well as in the services sector. This was partially offset by increases in the majority of the remaining sectors, particularly construction. Sales revenues increased by 10%, driven mainly by increases in the retail, commercial, industrial and services sectors, and were partially offset by a decrease in the mining sector. Adjusted EBITDA was $15.5 million for the fourth quarter of fiscal year 2020, compared with $19.0 million for the year-ago quarter, a decrease of 18%. Adjusted EBITDA from Pac-Van increased by 3% to $15.2 million from $14.7 million and adjusted EBITDA from Lone Star declined to $0.3 million from $4.3 million.
 
North American manufacturing revenues for the fourth quarter of fiscal year 2020 totaled $2.3 million and included intercompany sales of $1.3 million from products sold to our North American leasing operations. This compares to $4.2 million of total sales, including intercompany sales of $1.4 million during the fourth quarter of fiscal year 2019. On a stand-alone basis, prior to intercompany adjustments, adjusted EBITDA was $0.2 million for the fourth quarter, compared to $0.6 million in the fourth quarter of fiscal year 2019.
 
Asia-Pacific
Revenues from the Asia-Pacific for the fourth quarter of fiscal year 2020 totaled $28.2 million, compared to $31.5 million for the fourth quarter of fiscal year 2019, a decrease of approximately 11%. On a local currency basis, total revenues decreased by 5%. The decrease in revenues in local dollars was due primarily to declines in the education, industrial and consumer sectors, largely offset by increases in the utilities and transportation sectors. In the fourth quarter of 2020, the utilities sector included one large sale for A$5.6 million and the transportation sector included one large sale for A$1.7 million. Leasing revenues decreased 2% on a year-over-year basis and increased by 4% on a local currency basis, driven primarily by increases in the government, construction, consumer and healthcare sectors, and partially offset by decreases in the education, special events and industrial sectors. Adjusted EBITDA for the fourth quarter of 2020 was $8.7 million, compared to $8.8 million for the same quarter last year, a decrease of approximately 2%. On a local currency basis, adjusted EBITDA increased by 4%.
 
Fiscal Year 2020 Operating Summary
2

 
 North America
Revenues from our North American leasing operations for fiscal year 2020 totaled $233.5 million, compared to $248.0 million in the prior year, a decrease of 6%. Leasing revenues also decreased by approximately 6%. The decrease in leasing revenues was substantially in the oil and gas sector and virtually all attributable to Lone Star. This was partially offset by increases across most other sectors, particularly in construction, commercial, retail and industrial. Sales revenues decreased by 5% for the year, mainly due to declines in the industrial, education and mining sectors, and were partially offset by increases in the retail, commercial and services sectors. Fiscal year 2019 included seven large sales totaling $11.2 million, two in the industrial sector for $7.1 million, two in the construction sector for $2.5 million, two in the education sector for $1.0 million and one in the mining sector for $0.6 million. Adjusted EBITDA for fiscal year 2020 was $71.5 million, compared to $79.0 million in the prior year, a decrease of approximately 9%. Adjusted EBITDA from Pac-Van increased by 11% to $62.2 million from $55.8 million and adjusted EBITDA from Lone Star declined to $9.3 million from $23.2 million.
 
North American manufacturing revenues for fiscal year 2020 totaled $12.4 million and included intercompany sales of $5.1 million from products sold to our North American leasing operations.  This compares to $14.9 million of total sales during the fiscal year 2019, which included intercompany sales of $4.1 million. On a stand-alone basis, prior to intercompany adjustments, adjusted EBITDA was $0.9 million for the fiscal year, compared to $1.5 million in the prior fiscal year.
 
Asia-Pacific
Revenues from the Asia-Pacific for fiscal year 2020 totaled $115.6 million, compared to $119.4 million in the prior year, a decrease of 3%. On a local currency basis, total revenues increased by 3%. The increase in revenues in local dollars was driven mainly by increases in the transportation, utilities, government and mining sectors, and partially offset by decreases across most other sectors, particularly the education sector. In fiscal year 2020, the transportation sector had three large sales totaling A$10.9 million and the utilities sector had one large sale for A$5.6 million. In fiscal year 2019, the education sector had one large sale for A$6.2 million. Leasing revenues decreased by 2% on a year-over-year basis and increased by 4% on a local currency basis, driven primarily by increases in the government, consumer, retail and moving and storage sectors. Adjusted EBITDA for fiscal year 2020 was $31.1 million, compared to $32.3 million in the prior year, a decrease of approximately 4%. On a local currency basis, adjusted EBITDA increased by 2%.
 
Balance Sheet and Liquidity Overview
 
At June 30, 2020, the Company had total debt of $379.8 million and cash and cash equivalents of $17.5 million, as compared to $411.1 million and $10.4 million at June 30, 2019, respectively. At June 30, 2020, our North American leasing operations had $101.7 million available to borrow under its senior credit facility, and our Asia-Pacific leasing operations had, including cash at the bank, $28.4 million (A$41.3 million) available to borrow under its senior credit facility.
 
During fiscal year 2020, the Company generated cash from operating activities of $76.6 million, as compared to $52.1 million for fiscal year 2019. In fiscal year 2020, the Company invested a net $20.2 million ($21.3 million in North America and negative $1.1 million in the Asia-Pacific) in the lease fleet, as compared to $38.5 million in net fleet investment ($32.1 million in North America and $6.4 million in the Asia-Pacific) in fiscal year 2019.
 
Receivables were $44.1 million at June 30, 2020, as compared to $56.2 million at June 30, 2019. Days sales outstanding in receivables at June 30, 2020, for our Asia-Pacific and North American leasing operations were 43 and 40 days, respectively, as compared to 34 and 46 days, respectively, as of June 30, 2019.
 
Outlook   
 
The impact of the COVID-19 pandemic is fluid, continues to evolve and, therefore, it is extremely difficult to reasonably predict the extent to which our results of operations, liquidity and financial condition will ultimately be impacted by the pandemic in fiscal year 2021.  However, given our current outlook and depending on conditions in the oil and gas sector in Texas and the translation effect of the Australian dollar to the U.S. dollar, management estimates that consolidated revenues for fiscal year 2021 will be in the range of $305 million to $325 million and that consolidated adjusted EBITDA is expected to be 17% to 22% lower in fiscal year 2021 from fiscal year 2020.  This outlook does not take into account the impact of any acquisitions that may occur during fiscal year 2021.
 
3

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 1093225. 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 September 23, 2020 by dialing (800) 585-8367 (U.S.) or (404) 537-3406 (international), using conference ID number 1093225.  
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.
 
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, the disruption of operations from catastrophic or extraordinary events, including viral pandemics such as the COVID-19 coronavirus, 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 Contact
Larry Clark
Financial Profiles, Inc.
310-622-8223
 
-Financial Tables Follow-
 
4

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
             
 
 
 
Quarter Ended June 30,
 
 
 
Year Ended June 30,
 
2019
2020
 
2019
2020
 
(unaudited)
 
 
 
 
Revenues
 
 
 
 
 
Sales:
 
 
 
 
 
Lease inventories and fleet
$                 34,279
$                33,089
 
$             
126,932
$             
   121,323
Manufactured units
2,843
1,039
 
10,784
7,319
 
37,122
34,128
 
137,716
128,642
Leasing
59,090
50,375
 
240,490
227,837
 
96,212
84,503
 
378,206
356,479
 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
Cost of sales:
 
 
 
 
 
Lease inventories and fleet (exclusive of the items shown separately below)
24,973
23,811
 
93,183
87,071
Manufactured units
1,878
641
 
8,478
6,082
Direct costs of leasing operations
22,435
18,629
 
91,286
87,216
Selling and general expenses
21,655
19,509
 
81,965
81,342
Impairment of goodwill
14,160
 
14,160
Depreciation and amortization
9,752
8,521
 
41,704
35,154
 
 
 
 
 
 
Operating income (loss)
15,519
(768)
 
61,590
45,454
 
 
 
 
 
 
Interest income
83
144
 
191
663
Interest expense
(7,644)
(6,151)
 
(35,344)
(26,386)
Change in valuation of bifurcated derivatives in Convertible Note
(1,741)
979
 
(24,570)
(5,386)
Foreign exchange and other
(217)
2,709
 
(3,513)
304
 
(9,519)
(2,319)
 
(63,236)
(30,805)
 
 
 
 
 
 
Income (loss) before income taxes 
6,000
(3,087)
 
(1,646)
14,649
 
 
 
 
 
 
Provision (benefit) for income taxes
764
(3,274)
 
5,820
6,695
 
 
 
 
 
 
Net income (loss)
5,236
187
 
(7,466)
7,954
 
 
 
 
 
 
Preferred stock dividends
(892)
(902)
 
(3,658)
(3,668)
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
 
$              4,344
 
$                   (715)
 
 
$              (11,124)
 
$                  4,286
 
 
 
 
 
 
Net income (loss) per common share:
 
 
 
 
 
Basic
$                  0.14
$                    (0.02)
 
$                (0.38)
$                    0.14
Diluted
0.14
(0.02)
 
 
 
(0.38)
 
 
0.14
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
   
Basic
30,021,780
30,257,046
 
29,318,511
30,252,431
Diluted
31,215,757
30,257,046
 
 
 
29,318,511
 
 
31,253,784
 
5

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
             
 
 
June 30, 2019
 
June 30, 2020
Assets
 
 
 
 
Cash and cash equivalents
 
$
10,359
 
$
17,478
Trade and other receivables, net
 
 
56,204
 
 
44,066
Inventories
 
 
29,077
 
 
20,928
Prepaid expenses and other
 
 
9,823
 
 
8,207
Property, plant and equipment, net
 
 
22,895
 
 
24,396
Lease fleet, net
 
 
456,822
 
 
458,727
Operating lease assets
 
 
 
 
66,225   
Goodwill
 
 
111,323
 
 
97,224
Other intangible assets, net
 
 
21,809
 
 
18,771
Total assets
 
$
718,312
 
$
756,022
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Trade payables and accrued liabilities
 
$
48,460
 
$
46,845
Income taxes payable
 
 
506
 
 
645
Unearned revenue and advance payments
 
 
22,671
 
 
24,642
Operating lease liabilities
 
 
 
 
67,142
Senior and other debt, net
 
 
411,141
 
 
379,798
Fair value of bifurcated derivatives in Convertible Note
 
 
19,782
 
 
18,325
Deferred tax liabilities
 
 
38,711
 
 
43,708
Total liabilities
 
 
541,271
 
 
581,105
 
 
 
 
 
 
 
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 30,880,531 shares issued and 29,968,766 shares outstanding at June 30, 2020
 
 
3
 
 
3
Additional paid-in capital
 
 
183,933
 
 
183,051
 
Accumulated other comprehensive loss
 
 
 
 
(18,755)
 
 
 
(22,106)
Accumulated deficit
 
 
            (28,744)
 
 
               (20,790)
Treasury stock, at cost; 911,765 shares at June 30, 2020
 
 
 
 
(5,845)
Total General Finance Corporation stockholders’ equity
 
 
176,537
 
 
174,413
Equity of noncontrolling interests
 
 
504
 
 
504
Total equity
 
 
177,041
 
 
174,917
Total liabilities and equity
 
$
718,312
 
$
756,022
 
 
6

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 loss on a consolidated basis and from operating income (loss) for our operating segments (in thousands):
               
 
 
 
Quarter Ended June 30,
 
 
Year Ended June 30,
 
2019
2020
 
2019
2020
Net  income (loss )
$               5,236
$                  187
 
$              (7,466)
$                7,954
Add (deduct) —
 
 
 
 
 
  Provision (benefit) for income taxes
                     764
                (3,274)
 
                   5,820
                   6,695
  Change in valuation of bifurcated derivatives in          Convertible Note
                  1,741
                  (979)
 
                 24,570
                   5,386
  Foreign exchange and other
                     217
                (2,709)
 
                   3,513
                    (304)
  Interest expense
                 7,644
                  6,151
 
                 35,344
                 26,386
  Interest income
                     (83)
                   (144)
 
                    (191)
                    (663)
  Depreciation and amortization
                  9,852
                  8,620
 
                 42,108
                 35,550
  Impairment of goodwill
                      ----
                14,160
 
                      ----
                 14,160
  Share-based compensation expense
                     684
                     641
 
                   2,680
                   2,656
  Refinancing costs not capitalized
                      ----   
                      ----   
 
                      506
                       ----
Adjusted EBITDA
$            26,055
$            22,653
 
$           106,884
$             97,820
                   
 

Quarter Ended June 30, 2019

Quarter Ended June 30, 2020
 
Asia-Pacific
North America
 
Asia-Pacific
North America
 
Leasing
Leasing
Manufacturing
Corporate
 
Leasing
Leasing
Manufacturing
Corporate
Operating income (loss)
$       4,544
$    13,041
$                  526
$      (2,799)
 
$       5,443
$    (4,530)
$                  114
$      (2,050)
Add  -
                 
Depreciation and amortization    
         4,079
        5,852
100
4
 
         2,995
        5,705
99
                 3
Share-based compensation expense
            183
           107
8
386
 
            207
           110
10
             314
Impairment of goodwill
           ----
         ----
----
----
 
           ----
  14,160
----
            ----
Adjusted EBITDA
$       8,806
$    19,000
$                  634
$      (2,409)
 
$       8,645
$    15,445
$                  223
$      (1,733)
Intercompany adjustments
     
$              24
       
$              73
 
7

 
                                   
 
Year Ended June 30, 2019
 
Year Ended June 30, 2020
 
Asia-Pacific
North America
 
Asia-Pacific
North America
 
Leasing
Leasing
Manufacturing
Corporate
 
Leasing
Leasing
Manufacturing
Corporate
Operating income (loss)
$    13,521
$    53,733
$               1,044
$     (7,319)
 
$    17,209
$    34,146
$               472
$      (6,811)
Add -
       
 
       
Depreciation and amortization
17,985
24,460
404
20
 
13,136
22,734
396
12
Share-based compensation expense
727
364
27
1,562
 
769
453
37
1,397
Refinancing costs not capitalized
58
448
----
----
 
----
----
----
----
Impairment of goodwill
----
----
----
----
 
----
14,160
----
----
Adjusted EBITDA
$    32,291
$    79,005
$               1,475
$     (5,737)
 
$    31,114
$    71,493
$               905
$      (5,402)
Intercompany adjustments
     
$        (150)
       
$         (290)
 
8