x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
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o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934.
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Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
32-0163571
(I.R.S.
Employer
Identification
No.)
|
Yes
x
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No
o
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Yes
x
|
No
o
|
PART
I. FINANCIAL
INFORMATION
|
||
Item
1.
|
Financial
Statements
|
3
|
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
14
|
Item
4.
|
Controls
and Procedures
|
14
|
PART
II. OTHER
INFORMATION
|
||
Item
1.
|
Legal
Proceedings.
|
15
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Item
1A.
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Risk
Factors
|
15
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
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15
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Item
3.
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Defaults
Upon Senior Securities.
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15
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Item
4.
|
Submission
of Matters to a Vote of Security Holders.
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15
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Item
5.
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Other
Information.
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15
|
Item
6.
|
Exhibits.
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15
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PART
I.
FINANCIAL
INFORMATION
|
||||||||
Item
1. Financial
Statements
|
||||||||
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
||||||||
(A
Development Stage Company)
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
March
31, 2007
(Unaudited)
|
December
31, 2006
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
155,365
|
$
|
37,713
|
|||
Cash
equivalents held in trust account - restricted
|
68,080,657
|
68,055,252
|
|||||
Prepaid
insurance
|
—
|
19,125
|
|||||
Total
current assets
|
68,236,022
|
68,112,090
|
|||||
Office
equipment, net
|
2,610
|
2,871
|
|||||
Deferred
income taxes
|
475,800
|
198,300
|
|||||
Other
assets
|
1,010,613
|
814,547
|
|||||
Total
assets
|
$
|
69,725,045
|
$
|
69,127,808
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
631,825
|
$
|
462,224
|
|||
Accrued
liabilities, including accrued interest of $48,928 in 2007 and $20,498
in
2006 on borrowings from related party
|
279,910
|
77,083
|
|||||
Income
taxes payable
|
176,193
|
597,500
|
|||||
Deferred
underwriting fees
|
1,380,000
|
1,380,000
|
|||||
Borrowings
from related party
|
2,000,000
|
1,280,000
|
|||||
Total
current liabilities
|
4,467,928
|
3,796,807
|
|||||
Common
stock subject to possible conversion,
|
|||||||
1,724,138
shares at conversion value
|
13,240,500
|
13,168,200
|
|||||
Commitments
|
—
|
—
|
|||||
Stockholders’
equity:
|
|||||||
Preferred
stock, $.0001 par value: 1,000,000 shares authorized; no shares
outstanding
|
—
|
—
|
|||||
Common
stock, $.0001 par value: 100,000,000 shares authorized;
|
|||||||
10,500,000
shares outstanding (including 1,724,138 shares subject to possible
conversion)
|
1,050
|
1,050
|
|||||
Additional
paid-in capital
|
51,742,833
|
51,708,433
|
|||||
Earnings
accumulated during the development stage
|
272,734
|
453,318
|
|||||
Total
stockholders’ equity
|
52,016,617
|
52,162,801
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
69,725,045
|
$
|
69,127,808
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
(A
Development Stage Company)
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
Quarter
Ended
March
31, 2007
|
Quarter
Ended March 31, 2006
|
October
14, 2005 (inception) to March 31, 2007
|
||||||||
General
and administrative expenses
|
$
|
905,534
|
$
|
8,014
|
$
|
2,080,521
|
||||
Operating
loss
|
(905,534
|
)
|
(8,014
|
)
|
(2,080,521
|
)
|
||||
Other:
|
||||||||||
Interest
income
|
660,640
|
—
|
2,549,143
|
|||||||
Interest
expense
|
(28,430
|
)
|
—
|
(48,928
|
)
|
|||||
Other,
net
|
(260
|
)
|
—
|
(260
|
)
|
|||||
Income
(loss) before provision for income taxes
|
(273,584
|
)
|
(8,014
|
)
|
419,434
|
|||||
Provision
(benefit) for income taxes
|
(93,000
|
)
|
—
|
146,700
|
||||||
Net
income (loss)
|
$
|
(180,584
|
)
|
$
|
(8,014
|
)
|
$
|
272,734
|
||
Net
income (loss) per share:
|
||||||||||
Basic
|
$
|
(0.02
|
)
|
$
|
(0.00
|
)
|
||||
Diluted
|
$
|
(0.02
|
)
|
$
|
(0.00
|
)
|
||||
Weighted
average shares outstanding
|
||||||||||
Basic
|
10,500,000
|
1,875,000
|
||||||||
Diluted
|
10,500,000
|
1,875,000
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
(A
Development Stage Company)
|
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’
EQUITY
|
Common
Stock
|
Additional
Paid-In
|
Earnings
Accumulated During the Development
|
Total
Stockholders’
|
|||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||
Balance
at October 14, 2005 (inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
Sale
of common stock to initial stockholder on October 14, 2005
|
1,875,000
|
188
|
249,812
|
-
|
250,000
|
|||||||||||
Sale
of warrants on April 10, 2006
|
-
|
-
|
700,000
|
-
|
700,000
|
|||||||||||
Sale
of 7,500,000 units and underwriters’ purchase option, net of underwriters’
discount and offering expenses on April 10, 2006
|
7,500,000
|
750
|
55,254,754
|
-
|
55,255,504
|
|||||||||||
Sale
of 1,125,000 units for over-allotment on April 13, 2006
|
1,125,000
|
112
|
8,319,667
|
-
|
8,319,779
|
|||||||||||
Proceeds
subject to possible conversion of 1,724,138 shares
|
-
|
-
|
(12,857,800
|
)
|
-
|
(12,857,800
|
)
|
|||||||||
Share-based
compensation
|
-
|
-
|
76,400
|
-
|
76,400
|
|||||||||||
Net
income
|
-
|
-
|
-
|
272,734
|
272,734
|
|||||||||||
Balance
at March 31, 2007
|
10,500,000
|
$
|
1,050
|
$
|
51,742,833
|
$
|
272,734
|
$
|
52,016,617
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
(A
Development Stage Company)
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
|
Quarter
Ended March 31, 2007
|
Quarter
Ended
March
31, 2006
|
|
October
14, 2005 (inception) to March 31, 2007
|
|||||||
Cash
flows from operating activities
|
||||||||||
Net
income (loss)
|
$
|
(180,584
|
)
|
$
|
(8,014
|
)
|
$
|
272,734
|
||
Depreciation
and amortization
|
353
|
—
|
1,075
|
|||||||
Share-based
compensation expense
|
34,400
|
—
|
76,400
|
|||||||
Deferred
income taxes
|
(277,500
|
)
|
—
|
(475,800
|
)
|
|||||
Changes
in operating assets and liabilities:
|
||||||||||
Prepaid
expenses
|
19,125
|
—
|
—
|
|||||||
Other
assets
|
(2,683
|
)
|
(94,730
|
)
|
(6,371
|
)
|
||||
Accounts
payable and accrued liabilities
|
372,428
|
—
|
911,735
|
|||||||
Income
taxes payable
|
(421,307
|
)
|
—
|
176,193
|
||||||
Interest
deferred for common stock subject to possible conversion, net of
income
tax effect
|
72,300
|
—
|
382,700
|
|||||||
Net
cash provided (used) by operating activities
|
(383,468
|
)
|
(102,744
|
)
|
1,338,666
|
|||||
Cash
flows from investing activities:
|
||||||||||
Deposit
related to proposed acquisition
|
(193,475
|
)
|
—
|
(1,004,795
|
)
|
|||||
Purchases
of office equipment
|
—
|
—
|
(3,132
|
)
|
||||||
Cash
equivalents held in trust account
|
(25,405
|
)
|
—
|
(68,080,657
|
)
|
|||||
Net
cash used by investing activities
|
(218,880
|
)
|
—
|
(69,088,584
|
)
|
|||||
Cash
flows from financing activities:
|
||||||||||
Borrowings
from revolving line of credit with related party
|
720,000
|
—
|
2,000,000
|
|||||||
Proceeds
from sale of units, net
|
—
|
—
|
64,955,283
|
|||||||
Proceeds
from private placement
|
—
|
—
|
700,000
|
|||||||
Proceeds
from sale of common stock to initial stockholder
|
—
|
—
|
250,000
|
|||||||
Net
cash provided by financing activities
|
720,000
|
—
|
67,905,283
|
|||||||
Net
increase (decrease) in cash
|
117,652
|
(102,744
|
)
|
155,365
|
||||||
Cash
at beginning of period
|
37,713
|
175,375
|
—
|
|||||||
Cash
at end of period
|
$
|
155,365
|
$
|
72,631
|
$
|
155,365
|
||||
Non-cash
financing activity:
|
||||||||||
Accrued
deferred underwriting fees
|
$
|
1,380,000
|
$
|
1,380,000
|
$
|
1,380,000
|
||||
Accrued
deferred offering costs
|
—
|
137,044
|
—
|
Note
1.
|
Organization
and Business Operations
|
Note
2.
|
Summary
of Significant Accounting
Policies
|
Note
3.
|
Initial
Public Offering
|
Note
4.
|
Concentrations
of Credit Risk
|
Note
5.
|
Limited
Recourse Revolving Line of
Credit
|
Note
6.
|
Related
Party Transactions
|
Note
7.
|
Preferred
Stock
|
Note
8.
|
2006
Stock Option Plan
|
Note
9.
|
Proposed
Acquisition
|
Date:
May 11, 2007
|
GENERAL
FINANCE CORPORATION
|
|
|
|
|
By: | /s/ Ronald F. Valenta | |
Ronald
F. Valenta
Chief
Executive Officer
|
By: | /s/ Charles E. Barrantes | |
Charles
E. Barrantes
Chief
Financial Officer
|
Exhibit
Number
|
Exhibit
Description
|
|
2.1
|
Deed
of Variation No. 3 dated March 30, 2007, which amends and restates
the
Share Sale Deed dated September 12, 2006, by and among General Finance
Corporation, GFN Australasia Finance Pty. Limited, Bison Capital
Australia
LP, and the shareholders of RWA Holdings Pty Limited and certain
other
parties. Incorporated by reference to Annex A to Registrant’s Preliminary
Proxy Statement of Schedule 14A filed April 27, 2007
|
|
31.1
|
Certification
of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)
|
|
31.2
|
Certification
of Chief Financial Officer Pursuant to SEC Rule
13a-14(a)/15d-14(a)
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. §1350
|
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C.
§1350
|