x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934.
|
Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
32-0163571
(I.R.S.
Employer
Identification
No.)
|
Yes
x
|
No
o
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer x
|
Yes
x
|
No
o
|
PART
I. FINANCIAL
INFORMATION
|
1
|
|
Item
1.
|
Financial
Statements
|
1
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
9
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
11
|
Item
4.
|
Controls
and Procedures
|
11
|
PART
II. OTHER
INFORMATION
|
12
|
|
Item
1.
|
Legal
Proceedings.
|
12
|
Item 1A.
|
Risk
Factors
|
12
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
12
|
Item
3.
|
Defaults
Upon Senior Securities.
|
12
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
12
|
Item
5.
|
Other
Information.
|
12
|
Item
6.
|
Exhibits.
|
12
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
||||
(A
Development Stage Company)
|
||||
CONSOLIDATED
BALANCE SHEET (UNAUDITED)
|
||||
ASSETS
|
||||
September
30, 2006
|
||||
(unaudited)
|
||||
Current
assets:
|
||||
Cash
|
$
|
137,053
|
||
Cash
equivalents held in trust account
|
67,215,412
|
|||
Prepaid
insurance
|
38,250
|
|||
Total
current assets
|
67,390,715
|
|||
Office
equipment
|
3,132
|
|||
Deferred
income taxes
|
2,600
|
|||
Other
assets
|
421,264
|
|||
Total
assets
|
$
|
67,817,711
|
||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||
Current
liabilities:
|
||||
Accounts
payable
|
$
|
275,685
|
||
Accrued
liabilities, including accrued
interest of $3,682 on borrowings from related party
|
181,663
|
|||
Income
taxes payable
|
258,900
|
|||
Deferred
underwriting fees
|
1,380,000
|
|||
Borrowings
from related party
|
700,000
|
|||
Total
current liabilities
|
2,796,248
|
|||
Common
stock subject to possible conversion,
|
||||
1,724,138
shares at conversion value
|
13,058,100
|
|||
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
|
|||
Additional
paid-in capital
|
51,674,033
|
|||
Earnings
accumulated during the development stage
|
288,280
|
|||
Total
stockholders’ equity
|
51,963,363
|
|||
Total
liabilities and stockholders’ equity
|
$
|
67,817,711
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
||||||||||
(A
Development Stage Company)
|
||||||||||
CONSOLIDATED
STATEMENTS OF INCOME (UNAUDITED)
|
||||||||||
Three
months ended
|
Nine
months ended
|
October
14, 2005 (inception)
|
||||||||
September
30, 2006
|
September
30, 2006
|
to
September 30, 2006
|
||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||
General
and administrative expenses
|
$
|
702,792
|
$
|
767,003
|
$
|
770,512
|
||||
Operating
loss
|
(702,792
|
)
|
(767,003
|
)
|
(770,512
|
)
|
||||
Other
income:
|
||||||||||
Interest
expense
|
(3,682
|
)
|
(3,682
|
)
|
(3,682
|
)
|
||||
Interest
income
|
661,171
|
1,216,274
|
1,216,274
|
|||||||
Income
(loss) before provision for income taxes
|
(45,303
|
)
|
445,589
|
442,080
|
||||||
Provision
(benefit) for income taxes
|
(42,700
|
)
|
153,800
|
153,800
|
||||||
Net
income (loss)
|
$
|
(2,603
|
)
|
$
|
291,789
|
$
|
288,280
|
|||
Net
income per share:
|
||||||||||
Basic
|
$
|
—
|
$
|
0.04
|
$
|
0.05
|
||||
Diluted
|
$
|
—
|
$
|
0.03
|
$
|
0.04
|
||||
Weighted
average shares outstanding:
|
||||||||||
Basic
|
10,500,000
|
7,359,890
|
6,026,492
|
|||||||
Diluted
|
12,191,659
|
8,437,991
|
6,862,633
|
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
|
1,875,000
|
188
|
249,812
|
-
|
250,000
|
|||||||||||
Sale
of warrants
|
-
|
-
|
700,000
|
-
|
700,000
|
|||||||||||
Sale
of 7,500,000 units and underwriters’ purchase option, net of underwriters’
discount and offering expenses
|
7,500,000
|
750
|
55,254,754
|
-
|
55,255,504
|
|||||||||||
Sale
of 1,125,000 units for over-allotment
|
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
|
-
|
-
|
7,600
|
-
|
7,600
|
|||||||||||
Net
income
|
-
|
-
|
-
|
288,280
|
288,280
|
|||||||||||
Balance
at September 30, 2006
|
10,500,000
|
$
|
1,050
|
$
|
51,674,033
|
$
|
288,280
|
$
|
51,963,363
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
|||||||
(A
Development Stage Company)
|
|||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|||||||
Nine
months ended
|
October
14, 2005 (inception)
|
||||||
September
30, 2006
|
to
September 30, 2006
|
||||||
(unaudited)
|
(unaudited)
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
291,789
|
$
|
288,280
|
|||
Depreciation
and amortization
|
369
|
369
|
|||||
Share-based
compensation expense
|
7,600
|
7,600
|
|||||
Deferred
income taxes
|
(2,600
|
)
|
(2,600
|
)
|
|||
Changes
in operating assets and liabilities:
|
|||||||
Prepaid
expenses
|
(38,250
|
)
|
(38,250
|
)
|
|||
Other
assets
|
—
|
(3,688
|
)
|
||||
Accounts
payable and accrued liabilities
|
324,283
|
457,348
|
|||||
Income
taxes payable
|
258,900
|
258,900
|
|||||
Interest
deferred for common stock subject to possible conversion, net of
$103,300
income tax effect
|
200,300
|
200,300
|
|||||
Net
cash provided by operating activities
|
1,042,391
|
1,168,259
|
|||||
Cash
flows from investing activities:
|
|||||||
Deposit
related to proposed acquisition
|
(417,945
|
)
|
(417,945
|
)
|
|||
Purchases
of office equipment
|
(3,132
|
)
|
(3,132
|
)
|
|||
Cash
equivalents held in trust account
|
(67,215,412
|
)
|
(67,215,412
|
)
|
|||
Net
cash used by investing activities
|
(67,636,489
|
)
|
(67,636,489
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Borrowings
from revolving line of credit with related party
|
700,000
|
700,000
|
|||||
Proceeds
from sale of units, net
|
65,389,550
|
65,389,550
|
|||||
Proceeds
from private placement
|
700,000
|
700,000
|
|||||
Proceeds
from sale of common stock to initial stockholder
|
-
|
250,000
|
|||||
Payment
of accrued offering costs
|
(233,774
|
)
|
(434,267
|
)
|
|||
Net
cash provided by financing activities
|
66,555,776
|
66,605,283
|
|||||
Net
(decrease) increase in cash
|
(38,322
|
)
|
137,053
|
||||
Cash
at beginning of period
|
175,375
|
-
|
|||||
Cash
at end of period
|
$
|
137,053
|
$
|
137,053
|
|||
Non-cash
financing activity:
|
|||||||
Accrued
deferred underwriting fees
|
$
|
1,380,000
|
$
|
1,380,000
|
Note 1. |
Organization
and Business Operations
|
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
|
Date:
November 3, 2006
|
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
|
Share
Sale Deed, dated as of September 12, 2006, by and among General Finance
Corporation, GFN Australasia Finance Pty Limited, Equity Partners
Two Pty
Limited, Cetro Pty Limited, FOMJ Pty Limited, FOMM Pty Limited, TWE
Pty
Limited, Michael Paul Baxter, James Harold Warren, Paul Henry Jeffery
and
Peter Linden McCann.*
|
10.1
|
2006
Stock Option Plan (corrected from version filed with Form 8-K on
September
12, 2006).
|
10.2
|
Forms
of Incentive Stock Option Agreement and Non-Qualified Stock Option
Agreement used under the 2006 Stock Option Plan*
|
10.3
|
Employment
Agreement dated September 11, 2006 with Charles E.
Barrantes*
|
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
|