U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x
þ		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, ~~2008~~2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	~~For the transition period from __________________ to ______________________.~~

For the transition period fromto.

Commission file number 001-32845

~~GENERAL FINANCE CORPORATION~~ (GENERAL FINANCE CORPORATION LOGO)

(Exact Name of Registrant as Specified in its Charter)


Delaware		32-0163571
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)	~~32-0163571~~ ~~(I.R.S. Employer~~	Identification No.)

39 East Union Street

Pasadena, CA 91103

(Address of Principal Executive Offices)

(626) 584-9722

(Registrant’s Telephone Number, Including Area Code)

Indicate by check whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso No~~Yes~~ x

Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a ~~non-accelerated filer.~~smaller reporting company. See definition of “large accelerated filer,” “accelerated ~~filer~~filer” and ~~large accelerated filer”~~“smaller reporting company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~


Large accelerated filero		Accelerated filero		Non-accelerated filero (Do not check if a smaller reporting company)		Smaller reporting company xþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yeso Noþ

~~Yes~~ o

No x

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~9,690,099~~17,826,052 shares issued and outstanding as of April 30, ~~2008.~~2009.

GENERAL FINANCE CORPORATION

INDEX TO FORM 10-Q


PART I. FINANCIAL INFORMATION	~~FINANCIAL INFORMATION~~

Item 1.	Financial Statements			3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21		25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30		36

Item 4.	Controls and Procedures	30		36

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	31		37

Item 1A.	Risk Factors	31		37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31		37

Item 3.	Defaults Upon Senior Securities	31		37

Item 4.	Submission of Matters to a Vote of Security Holders	31		38

Item 5.	Other Information	31		38

Item 6. Exhibits	~~Exhibits~~	31	38

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

GENERAL FINANCE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

Predecessor

Successor (Note 1)

June 30,

June 30,

March 31,

2007

2007

2008

(Unaudited)

Assets

Cash and cash equivalents, including $68,218 held in trust account at June 30, 2007 (successor) $ 886 $ 68,277 $ 1,169
Trade and other receivables, net of allowance for doubtful accounts of $237 and $452 at June 30, 2007 and March 31, 2008, respectively 13,322 — 20,088
Inventories 5,472 — 20,660
Prepaid expenses — 111 —
Total current assets
19,680 68,388 41,917

Lease receivables 1,364 — 1,619
Property, plant and equipment, net 2,737 2 4,616
Container for lease fleet, net 40,928 — 71,986
Intangible assets, net 4,079 — 59,821
Deferred tax assets — 132 —
Other assets (including $1,548 of deferred acquisition costs at June 30, 2007) — 2,556 23
Total non-current assets
49,108 2,690 138,065
Total assets
$ 68,788 $ 71,078 $ 179,982

Current liabilities

Trade payables and accrued liabilities $ 8,641 $ 893 $ 19,845
Current portion of long-term debt and obligations, including borrowings from related party of $2,350 at June 30, 2007 (successor) 10,359 2,350 9,079
Income tax payable 245 177 140
Employee benefits 1,614 12 1,095
Deferred underwriting fees — 1,380 —
Total current liabilities
20,859 4,812 30,159

Non-current liabilities

Long-term debt and obligations, net of current portion 33,811 — 70,968
Deferred tax liabilities 881 — 1,032
Employee benefits and other non-current liabilities 197 — 206
Common stock, subject to possible conversion — 13,339 —
Total non-current liabilities
34,889 13,339 72,206

Commitments and contingencies
— — —

Minority Interest
— — 8,762

Stockholders’ equity

Preferred stock, $.0001 par value: 1,000,000 shares authorized; no shares outstanding (successor) — — —
Common stock, $.0001 par value: 100,000,000 shares authorized; 10,500,000 shares and 9,690,099 shares outstanding at June 30, 2007 and March 31, 2008, respectively (successor) — 1 1
Class D and common stock (predecessor) 12,187 — —
Additional paid-in capital — 51,777 60,344
Accumulated other comprehensive income 862 —
3,808

Retained earnings (accumulated deficit) (9 ) 1,149 4,702
Total stockholders’ equity
13,040 52,927 68,855
Total liabilities and stockholders’ equity
$ 68,788 $ 71,078 $ 179,982

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Operations~~

~~(In thousands, except share and per share data)~~

~~(Unaudited)~~

Predecessor

Successor (Note 1)

Quarter Ended

Quarter Ended

March 31,

March 31,

2007

2008

Revenues

Sales of containers $ 14,133 $ 19,801
Leasing of containers 5,761 8,849
19,894 28,650

Costs and expenses

Cost of sales 12,713 16,356
Leasing, selling and general expenses 4,626 6,473
Depreciation and amortization 1,058 2,251

Operating income
1,497 3,570

Interest income 44 91
Interest expense (1,254 ) (2,426 )
Foreign currency exchange gain and other 183 115
(1,027 ) (2,220 )

Income before provision for income taxes and minority interest
470 1,350

Provision for income taxes 244 376
Minority interest — 140
Net income
$ 226 $ 834

Net income per share:
Basic $ 0.09
Diluted 0.08

Weighted average shares outstanding
Basic 9,690,099
Diluted 11,083,722

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Operations~~

~~(In thousands, except share and per share data)~~

~~(Unaudited)~~

Predecessor

Successor
(Note 1)

Nine Months

Period from

Nine Months

Ended

July 1 to

Ended

March 31,

September 13,

March 31,

2007

2007

2008

Revenues

Sales of containers $ 37,441 $ 10,944 $ 45,277
Leasing of containers 15,995 4,915 17,624
53,436 15,859 62,901

Costs and expenses

Cost of sales 33,094 9,466 37,757
Leasing, selling and general expenses 16,066 4,210 13,595
Depreciation and amortization 2,582 653 4,834

Operating income
1,694 1,530 6,715

Interest income 83 14 1,194
Interest expense (3,069 ) (947 ) (4,385 )
Foreign currency exchange gain (loss) and other 230 (129 ) 2,220
(2,756 ) (1,062 ) (971 )

Income (loss) before provision for income taxes and minority interest
(1,062 ) 468 5,744

Provision for income taxes 861 180 1,837
Minority interest — — 354
Net income (loss)
$ (1,923 ) $ 288 $ 3,553

Net income per share:
Basic $ 0.36
Diluted 0.31

Weighted average shares outstanding
Basic 9,910,981
Diluted 11,304,604

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~Condensed Consolidated Statement of Stockholders’ Equity~~

~~(In thousands, except share and per share data)~~

~~(Unaudited)~~

~~Successor~~

Accumulated

Common Stock

Additional
Paid-In

Other
Comprehensive

Retained

Total Stockholders’

Shares

Amount

Capital

Income

Earnings

Equity

Balance at June 30, 2007 10,500,000 $ 1 $ 51,777 $ — $ 1,149 $ 52,927

Reversal of common stock subject to possible conversion — — 12,858 — — 12,858

Conversion of common stock into cash (809,901 ) — (6,042 ) — — (6,042 )

Issuance of warrants — — 1,309 — — 1,309

Share-based compensation — — 282 — — 282

Contributed services — — 160 — — 160

Net income — — — — 3,553 3,553

Cumulative translation adjustment — — — 3,808 — 3,808

Balance at March 31, 2008 9,690,099 $ 1 $ 60,344 $ 3,808 $ 4,702 $ 68,855


	Successor (Note 1)
	June 30,		March 31,
	2008		2009
			(Unaudited)
Assets
Cash and cash equivalents	$	2,772	$	—
Trade and other receivables, net of allowance for doubtful accounts of $485 and $2,204 at June 30, 2008 and March 31, 2009, respectively		18,327		25,218
Inventories		21,084		19,779
Prepaid expenses		2,094		1,897

Total current assets		44,277		46,894


Lease receivables		1,589		1,108
Property, plant and equipment, net		7,503		9,782
Lease fleet, net		87,748		183,454
Intangible assets, net (including goodwill and indefinitely-lived intangible assets of $32,461 and $70,938 at June 30, 2008 and March 31, 2009, respectively)		66,419		96,636
Other assets		325		12

Total non-current assets		163,584		290,992

Total assets	$	207,861	$	337,886


Current liabilities
Trade payables and accrued liabilities	$	18,504	$	23,977

Current portion of long-term debt and obligations		3,223		7,542

Unearned revenue and advance payments		2,930		8,809
Income taxes payable		705		283

Total current liabilities		25,362		40,611


Non-current liabilities
Long-term debt and obligations, net of current portion		78,029		183,735
Deferred tax liabilities		1,462		12,400
Employee benefits and other non-current liabilities		227		146

Total non-current liabilities		79,718		196,281


Commitments and contingencies (Note 8)		—		—

Minority interest		9,050		4,538

Stockholders’ equity

Cumulative preferred stock, $.0001 par value: 1,000,000 shares authorized; 24,000 shares issued and outstanding (in series) at March 31, 2009 and stated at liquidation value		—		1,295

Common stock, $.0001 par value: 100,000,000 shares authorized; 13,826,052 and 17,826,052 shares outstanding at June 30, 2008 and March 31, 2009, respectively		1		2

Additional paid-in capital		81,688		108,064

Cumulative dividends paid		—		(21	)

Accumulated other comprehensive income (loss)		6,787		(12,377	)

Retained earnings (accumulated deficit)		5,255		(507	)


Total stockholders’ equity		93,731		96,456

Total liabilities and stockholders’ equity	$	207,861	$	337,886

The accompanying notes are an integral part of these condensed consolidated financial statements.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of ~~Cash Flows~~

Operations
(In ~~thousands)~~thousands, except share and per share data)
(Unaudited)

~~(Unaudited)~~

Predecessor

Successor
(Note 1)

Nine Months

Period from

Nine Months

Ended

July 1 to

Ended

March 31,

September 13,

March 31,

2007

2007

2008

Net cash provided (used) by operating activities $ 3,476 $ 4,294 $ (6,889 )

Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 75 28 16
Acquisitions (including deferred financing costs ), net of
cash acquired
— — (90,954 )
Purchases of property, plant and equipment (653 ) — (310 )
Purchases of container lease fleet (15,198 ) (3,106 ) (5,764 )
Purchases of intangible assets (508 ) — (285 )
Payment of deferred purchase consideration (151 ) — —
Net cash used by investing activities (16,435 ) (3,078 ) (97,297 )

Cash flows from financing activities:
Leasing activities (216 ) (7,921 ) (282 )
Proceeds from long-term borrowings 5,207 1,124 36,601
Proceeds from issuances of capital 8,923 4,990 —
Payments to converting stockholders, net — — (6,426 )
Minority interest capital contributions — — 8,278
Repayment of borrowings from related party — — (2,350 )
Net cash provided (used) by financing activities 13,914 (1,807 ) 35,821

Net decrease in cash 955 (591 ) (68,365 )

Cash at beginning of period 567 886 68,277

Translation adjustment (983 ) (5 ) 1,257

Cash at end of period $ 539 $ 290 $ 1,169


	Successor (Note 1)
	Quarter Ended March 31,
	2008				2009

Revenues
Sales	$	19,801			$	14,769
Leasing		8,849				19,686

		28,650				34,455


Costs and expenses
Cost of sales		16,356				12,354
Leasing, selling and general expenses		6,473				12,966
Depreciation and amortization		2,251				3,882


Operating income		3,570				5,253

Interest income		91				58
Interest expense		(2,426	)			(3,308	)
Foreign currency exchange gain (loss) and other		115				(1,860	)

		(2,220	)			(5,110	)


Income before provision for income taxes and minority interest		1,350				143

Provision for income taxes		376				50

Minority interest		140				(177	)


Net income	$	834			$	270


Net income per common share:
Basic	$	0.09			$	0.01
Diluted		0.08				0.01


Weighted average shares outstanding:
Basic		9,690,099				17,826,052
Diluted		11,083,722		��		17,826,052

The accompanying notes are an integral part of these condensed consolidated financial ~~statements~~statements.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)

Predecessor Successor (Note 1)
Period from Nine Months
July 1 to Ended
September 13, March 31,
2007 2008 2009

Revenues

Sales $ 10,944 $ 45,277 $ 57,093
Leasing 4,915 17,624 51,616

15,859 62,901 108,709

Costs and expenses

Cost of sales 9,466 37,757 48,655
Leasing, selling and general expenses 4,210 13,595 36,638
Depreciation and amortization 653 4,834 11,161

Operating income
1,530 6,715 12,255

Interest income 14 1,194 244
Interest expense (947 ) (4,385 ) (13,388 )
Foreign currency exchange gain (loss) and other (129 ) 2,220 (12,575 )

(1,062 ) (971 ) (25,719 )

Income (loss) before provision for income taxes and minority interest
468 5,744 (13,464 )

Provision (benefit) for income taxes 180 1,837 (4,685 )

Minority interest — 354 (3,017 )

Net income (loss)
$ 288 $ 3,553 $ (5,762 )

Net income (loss) per common share:
Basic $ 0.36 $ (0.35 )
Diluted 0.31 (0.35 )

Weighted average shares outstanding:
Basic 9,910,981 16,482,986
Diluted 11,304,604 16,482,986

The accompanying notes are an integral part of these condensed consolidated financial statements.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Stockholders’ Equity and Comprehensive Income (Loss)
(In thousands, except share data)
(Unaudited)

Successor (Note 1)

Retained
Cumulative Preferred Additional Cumulative Other Earnings Total
Stock Common Stock Paid-In Dividends Comprehensive (Accumulated Stockholders’
Shares Amount Shares Amount Capital Paid Income (Loss) Deficit) Equity

Balance at June 30, 2008 — $ — 13,826,052 $ 1 $ 81,688 $ — $ 6,787 $ 5,255 $ 93,731

Issuance of common stock — — 4,000,000 1 25,599 — — — 25,600

Issuance of preferred stock 24,000 1,295 — — (9 ) — — — 1,286

Share-based compensation — — — — 656 — — — 656

Contributed services — — — — 130 — — — 130

Cumulative dividends paid — — — — — (21 ) — — (21 )

Net loss — — — — — — — (5,762 ) (5,762 )

Cumulative translation adjustment — — — — — — (19,164 ) — (19,164 )

Total comprehensive loss — — — — — — — — (24,926 )

Balance at March 31, 2009 24,000 $ 1,295 17,826,052 $ 2 $ 108,064 $ (21 ) $ (12,377 ) $ (507 ) $ 96,456

The accompanying notes are an integral part of these condensed consolidated financial statements.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

Predecessor Successor (Note 1)
Period from Nine Months
July 1 to Ended
September 13, March 31,
2007 2008 2009
Net cash provided (used) by operating activities (Note 9) $ 4,294 $ (6,889 ) $ 9,636

Cash flows from investing activities:
Proceeds from sales of property, plant and equipment 28 16 109
Business acquisitions, net of cash acquired — (90,954 ) (48,189 )
Purchases of property, plant and equipment — (310 ) (2,483 )
Purchases of lease fleet (3,106 ) (5,764 ) (14,086 )
Purchases of intangible assets — (285 ) (33 )

Net cash used by investing activities (3,078 ) (97,297 ) (64,682 )

Cash flows from financing activities:
Proceeds (repayments) on capital leasing activities (7,921 ) (282 ) 579
Proceeds from long-term borrowings 1,124 36,601 25,403
Proceeds from issuances of equity capital 4,990 — 26,886
Cumulative dividends paid — — (21 )
Payments to converting stockholders, net — (6,426 ) —
Minority interest capital contributions — 8,278 —
Repayment of borrowings from related party — (2,350 ) —

Net cash provided (used) by financing activities (1,807 ) 35,821 52,847

Net decrease in cash (591 ) (68,365 ) (2,199 )

Cash and equivalents at beginning of period 886 68,277 2,772

Impact of foreign currency translation on cash (5 ) 1,257 (573 )

Cash and equivalents at end of period $ 290 $ 1,169 $ —

The accompanying notes are an integral part of these condensed consolidated financial statements.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~(Unaudited)~~

Note 1.Organization and Business Operations

Organization

General Finance Corporation (“GFN”) was incorporated in Delaware in October 2005 to effect a business combination with one or more operating ~~businesses.~~businesses in the rental services and specialty finance sectors. From inception through September 13, 2007, GFN had no business or operations. References to the ~~Company~~“Company” in these Notes are to GFN and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN North America Corp., a Delaware corporation (“GFNNA”); GFN Mobile Storage Inc., a Delaware corporation (“GFNMS”); GFN Australasia Holdings Pty Ltd., an Australian corporation (“GFN Holdings”); GFN Australasia Finance Pty Ltd, an Australian corporation (“GFN Finance”); ~~and, as of September 13, 2007,~~ RWA Holdings Pty Limited (“RWA”), an Australian corporation, and its subsidiaries (collectively, “Royal Wolf”); and Pac-Van, Inc., an Indiana corporation (“Pac-Van”). In September 2007, the Company changed its fiscal year to June 30 from December 31.

Acquisition of Royal Wolf

On September 13, 2007 (September 14 in Australia), the Company completed the acquisition of Royal Wolf through the acquisition of all of the outstanding shares of RWA. Based upon the actual exchange rate of one Australian dollar to $0.8407 U.S. dollar realized in connection with payments made upon completion of the acquisition, the purchase price paid to the sellers for the RWA shares was $64.3 million, including deposits of $1,005,000 previously paid ~~by us~~ in connection with the acquisition. The Company paid the purchase price, less the deposits, by a combination of cash in the amount of $44.7 million plus the issuance to Bison Capital Australia, L.P., (“Bison Capital”), one of the sellers, of shares of common stock of GFN U.S., constituting 13.8% of the outstanding capital stock of GFN U.S. following the issuance; and the issuance of a note to Bison Capital. As a result of this structure, the Company owns 86.2% of the outstanding capital stock of GFN U.S. and Bison Capital owns 13.8% of the outstanding capital stock onof GFN U.S. GFN ~~U.S. through its~~Finance, an indirect subsidiary of GFN ~~Finance~~U.S., owns all of the outstanding capital stock of Royal Wolf.

~~The Company now~~Royal Wolf leases and sells ~~portable~~ storage containers, portable container buildings and freight containers in ~~Australia.~~Australia and New Zealand; which is considered geographically by the Company to be the Asia-Pacific area. All references to events or activities (other than equity-related) which occurred prior to the completion of the acquisition on September 13, 2007 (September 14 in Australia) relate to Royal Wolf, as the predecessor company (the “Predecessor”). All references to events or activities (other than equity-related) which occurred after the completion of the acquisition on September 13, 2007 (September 14 in Australia) relate to the Company, as the successor company (the “Successor”).

Acquisition of Pac-Van

On October 1, 2008, the Company completed its acquisition of Pac-Van through a merger with Mobile Office Acquisition Corp. (“MOAC”), the parent of Pac-Van, and the Company’s wholly-owned subsidiary formed in July 2008, GFNNA. Pac-Van leases and sells modular buildings, mobile offices and storage containers in the United States.

The Company, in addition to assuming Pac-Van’s long-term debt, paid the purchase price to the stockholders of MOAC by a combination of $19.4 million in cash, 4,000,000 shares of GFN restricted common stock and a 20-month subordinated promissory note in the aggregate principal amount of $1.5 million bearing interest at 8% per annum. The note and 1,133,333 shares of the restricted common stock will secure the indemnification obligations for 20 months and 36 months, respectively. Among other things, the Company and the stockholders of MOAC entered into a stockholders agreement which provided registration rights which may be exercised after June 30, 2009. In addition, in connection with the acquisition, the Company granted options to certain key employees of Pac-Van and to a former stockholder of MOAC, who became a non-employee member of Company’s Board of Directors effective on that date, to purchase 347,000 and 9,000 shares of common stock, respectively, at an exercise price equal to the closing market price of the Company’s common stock as of October 1, 2008, or $6.40.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The total purchase consideration, including the Company’s transaction costs of approximately ~~$1.7 million, deferred financing costs of $1.2 million and net long-term debt refinancing of $4.9~~$0.9 million has been allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values as of ~~September 13, 2007,~~October 1, 2008, as follows (in thousands):

September 13, 2007

Fair value of the net tangible assets acquired and liabilities assumed:
Cash and cash equivalents $ 290 $
Trade and other receivables 11,203
Inventories (primarily containers) 9,224
Lease receivables 2,008
Property, plant and equipment 4,346
Container for lease fleet 51,362
Trade and other payables (15,082 )
Income tax payable (85 )
Other current liabilities (3,712 )
Long-term debt and obligations (37,029 )
Total net tangible assets acquired and liabilities assumed $ 22,525

Fair value of intangible assets acquired:
Customer lists 21,722
Non-compete agreement 3,139
Software and other (including deferred financing costs of $1,187) 1,521
Goodwill 23,241
Total intangible assets acquired 49,623
Total purchase consideration $ 72,148

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	October 1, 2008
Fair value of the net tangible assets acquired and liabilities assumed:
Cash and cash equivalents	$	1,517
Trade and other receivables		15,118
Inventories		5,370
Prepaid expenses		231
Property, plant and equipment		3,458
Lease fleet		112,909
Other assets		177
Trade payables and accrued liabilities		(12,939	)
Unearned revenue and advance payments		(7,414	)
Long-term debt		(107,600	)
Deferred income taxes		(18,324	)

Total net tangible assets acquired and liabilities assumed		(7,497	)


Fair value of intangible assets acquired:
Customer base		4,850
Trade name		2,200
Deferred financing costs		166
Goodwill		47,719

Total intangible assets acquired		54,935

Total purchase consideration	$	47,438

The accompanying ~~unaudited condensed~~ consolidated statements of operations of “Successor” ~~only~~ reflect the operating results of the Company following the ~~date~~dates of ~~acquisition~~acquisitions of Royal Wolf and Pac-Van and do not reflect the operating results of Royal Wolf and Pac-Van prior to the ~~acquisition.~~acquisition dates. The following unaudited pro forma ~~unaudited~~ information for the ~~three and nine months~~quarter ended March 31, ~~2007~~2008 and ~~for~~ the nine months ended March 31, 2008 ~~assumes~~and 2009 assume the ~~acquisition~~acquisitions of Royal Wolf and Pac-Van occurred ~~on January 1, 2007, July 1, 2006 and July 1, 2007, respectively~~at the beginning of the periods presented (in ~~thousands)~~thousands, except per share data):

Three months ended
March 31,

Nine months ended
March 31,

2007

2007

2008

Revenues $ 19,894 $ 53,436 $ 78,760
Net income (loss) $ (349 ) $ (1,979 ) $ 2,900
Pro forma net income (loss) per share -
Basic $ (0.04 ) $ (0.20 ) $ 0.29
Diluted (0.04 ) (0.20 ) 0.26


	Quarter ended		Nine months ended
	March 31,		March 31,
	2008		2008		2009
Revenues	$	44,770	$	130,826	$	131.351
Net income (loss)		1,267		5,352		(4,438	)

Pro forma net income (loss) per share:
Basic	$	0.07	$	0.30	$	(0.25	)
Diluted		0.07		0.28		(0.25	)

The pro forma results are not necessarily indicative of the results that may have actually occurred had the acquisition taken place on the ~~dates~~date noted, or the future financial position or operating results of the ~~Company or Royal Wolf.~~Company. The pro forma adjustments are based upon available information and assumptions that the Company believes are reasonable. The pro forma adjustments include adjustments for reduced interest income and increased interest expense, as well as increased depreciation and amortization expense as a result of the application of the purchase method of ~~accounting~~accounting.

Other Acquisitions

On July 11, 2008, the Company, through Royal Wolf, purchased the business of NT Container Services for $1,028,000. The total purchase price has been allocated to tangible and intangible assets acquired based on their estimated fair market values as of July 11, 2008.

On October 31, 2008, the Company, through Royal Wolf, purchased the business of Ace Container Services Pty Ltd for $741,000. The total purchase price has been allocated to tangible and intangible assets acquired based on their estimated fair market values ~~set forth above.~~as of October 31, 2008.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

On December 8, 2008, the Company, through Pac-Van, purchased the business of Container Wholesalers for $499,000; including the issuance of 100 shares of Series B 8% Cumulative Preferred Stock (see Note 6). The total purchase price has been allocated to tangible and intangible assets acquired based on their estimated fair market values as of December 8, 2008.

Note 2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles applicable to interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The accompanying results of operations are not necessarily indicative of the operating results that may be expected for the entire year ending June 30, ~~2008.~~2009. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes thereto of the Company, ~~and Royal Wolf,~~ which are included in the Company’s ~~Transition~~Annual Report on Form 10-K for the ~~six months~~year ended June 30, ~~2007~~2008 filed with the Securities and Exchange ~~Commission (SEC).~~

Commission.

Certain reclassifications have been made to conform to the current period presentation.

Unless otherwise indicated, references to “FY 2009” and “Predecessor Period 2008” are to the nine months ended March 31, 2009 and for the period from July 1 to September 13, 2007, respectively.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Foreign Currency Translation

The Company’s functional currency for its operations in Australia is the Australian (“AUS”) dollar. All adjustments resulting from the translation of the accompanying consolidated financial statements from the functional currency into the United States (“U.S.”) dollar reporting currency are recorded as a component of stockholders’ equity in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 52,Foreign Currency Translation. All assets and liabilities are translated at the rates in effect at the balance sheet dates; and revenues, expenses, gains and losses are translated using the average exchange rates during the periods. Transactions in foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to the functional currency at the foreign exchange rate prevailing at that date. Foreign exchange differences arising on translation are recognized in the statement of operations. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at foreign exchange rates prevailing at the dates the fair value was determined.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~(Unaudited)~~Segment Information

SFAS No. 131,Disclosures about Segments of an Enterprise and Related Information, establishes standards for the way companies report information about operating segments in annual financial statements. It also establishes standards for related disclosures about products and services, geographic areas and major customers. Based on the provisions of SFAS No. 131 and the manner in which the chief operating decision maker analyzes the business, the Company has determined it has two separately reportable geographic segments and one reportable operating segment.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Inventories

~~Cash Equivalents~~Inventories are stated at the lower of cost or market (net realizable value). Net realizable value is the estimated selling price in the ordinary course of business. Expenses of marketing, selling and distribution to customers, as well as costs of completion are estimated and are deducted from the estimated selling price to establish net realizable value. Costs are assigned to individual items of inventory on the basis of specific identification and include expenditures incurred in acquiring the inventories and bringing them to their existing condition and location. Inventories consist primarily of containers held for sale or lease and are comprised of the following (in thousands):


	June 30, 2008		March 31, 2009
			(Unaudited)
Finished goods	$	18,795	$	18,543
Work in progress		2,289		1,236

	$	21,084	$	19,779

~~The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents.~~

Derivative Financial Instruments

Derivative financial instruments ~~consist of~~include warrants issued as part of the Initial Public Offering (“IPO”), a purchase option that was sold to the representative of the underwriters ~~(Note 3)~~ and warrants issued in connection with a senior subordinated promissory note with Bison Capital (Note 5)3). Based on Emerging Issues Task Force Issue No. 00-19,Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, the issuance of the warrants and the sale of the purchase option were reported in stockholders’ equity and, accordingly, there is no impact on the Company’s financial position or results of operations; except for the $100 in proceeds from the sale of the purchase option and the discounting of the senior subordinated promissory note for the fair market value of the warrants issued to Bison Capital. Subsequent changes in the fair value will not be recognized as long as the warrants and purchase option continue to be classified as equity instruments. At the date of issuance, the Company determined the purchase option and the warrants issued to Bison Capital had a fair market value of approximately $641,000 and $1,309,000, respectively, using the Black-Scholes pricing model.

The Company may use derivative financial instruments to hedge its exposure to foreign ~~exchange~~currency and interest rate risks arising from operating, financing and investing activities. The Company does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments. Derivative financial instruments are recognized initially at fair value. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognized immediately in the statement of operations.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Accounting for Stock Options

For the issuances of stock options, the Company follows the fair value provisions of SFAS No. 123R,Share-Based Payment ~~(“No. 123R”)~~. SFAS No. 123R requires recognition of employee share-based compensation expense in the statements of income over the vesting period based on the fair value of the stock option at the grant date.

Property, Plant and Equipment

~~Owned assets~~

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses (see below). The cost of self-constructed assets includes the cost of materials, direct labor, the initial estimate, where relevant,consist of the ~~costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate allocation of production overhead, where applicable.~~following (in thousands):


	Estimated		June 30,			March 31,
	Useful Life		2008			2009
						(Unaudited)
Land		—	$	1,749		$	1,295
Building	40 years			271			200
Transportation and plant equipment (including capital lease assets)	3 — 10 years			5,489			7,400
Furniture, fixtures and office equipment	3 — 10 years			893			2,647

				8,402			11,542
Less accumulated depreciation and amortization				(899	)		(1,760	)

			$	7,503		$	9,782

~~Capital leases~~

Leases under which the substantially all the risks and benefits incidental to ownership of the leased item are assumed by the Company are classified as capital leases. Other leases are classified as operating leases. A lease asset and a lease liability equal to the present value of the minimum lease payments, or the fair value of the leased item, whichever is the lower, are capitalized and recorded at the inception of the lease. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of operations. Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Operating leases~~

Payments made under operating leases are expensed on a straight-line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property. Where leases have fixed rate increases, these increases are accrued and amortized over the entire lease period, yielding a constant periodic expense for the entire term of the lease.

~~Depreciation~~

Depreciation is charged to the statement of operations on a straight line basis over the estimated useful lives of each part of an item of property, plant and equipment. The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.

~~Container for~~ Lease Fleet

The Company has a ~~lease~~ fleet of storage containers, mobile offices, modular buildings and steps that it primarily leases to customers under operating lease agreements with varying terms. ~~Depreciation~~The lease fleet (or lease or rental equipment) is ~~provided using~~recorded at cost and depreciated on the straight-line ~~method~~basis over the ~~respective unit’s~~ estimated useful life (5 — 20 years), after the date the ~~unit is~~units are put in service, and are depreciated down to their estimated residual ~~values.~~values (0% — 70% of cost). In the opinion of management, estimated residual values ~~do not cause carrying values to exceed~~are at or below net realizable ~~value.~~values. The Company continues to evaluate these depreciation policies as more information becomes available from other comparable sources and its own historical experience.

Costs incurred on lease fleet containers subsequent to initial acquisition are capitalized when it is probable that future economic benefits in excess of the originally assessed performance ~~of the asset~~ will ~~flow to the Company in future years;~~result; otherwise, they are expensed as incurred.

Containers in the lease fleet are available for sale and are transferred to inventory prior to sale. Cost of sales of a container in the lease fleet is recognized at the carrying amount at the date of ~~disposal.~~sale.

~~Intangible Assets~~

~~Goodwill~~

All business combinations are accounted for by applying the purchase method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment losses.

~~Other intangible assets~~

~~Other intangible assets that are acquired by the Company (primarily customer lists, which are amortized over 6 to 10 years) are stated at cost less accumulated amortization and impairment losses.~~

~~Subsequent expenditures~~

Subsequent expenditures on capitalized intangible assets are capitalized only when it increases the future economic benefits of the specific asset to which it relates. All other expenditures are expensed as incurred.

~~Amortization and impairment~~

Amortization is charged to the statement of operations on the straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are systematically tested for impairment annually at each balance sheet date. Impairment losses, if incurred, are recognized in the statement of operations.

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Inventories~~

Inventories are stated at the lower of cost or market (net realizable value). Net realizable value is the estimated selling price in the ordinary course of business. Expenses of marketing, selling and distribution to customers, as well as costs of completion are estimated and are deducted from the estimated selling price to establish net realizable value. Costs are assigned to individual items of stock on the basis of specific identification and include expenditures incurred in acquiring the inventories and bringing them to their existing condition and location. Inventories consist of primarily containers held for sale or lease and are comprised of the following (in thousands):

Predecessor

Successor

June 30,

March 31,

2007

2008

Finished goods $ 4,113 $ 18,371
Work in progress 1,359 2,289
$ 5,472 $ 20,660

~~Employee benefits~~

~~Defined contribution benefit plan~~

~~Obligations for contributions to a defined contribution benefit plan for Royal Wolf are recognized as an expense in the statement of operations as incurred.~~

~~Long-term service benefits~~

The Company’s net obligation in respect of long-term service benefits for Royal Wolf is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related costs and expected settlement dates, and is discounted using the rates attached to the Commonwealth of Australia Government bonds at the balance sheet date which have maturity dates approximating to the terms of the Company’s obligations.

Income Taxes

The Company accounts for income taxes under SFAS No. 109,Accounting for Income Taxes. Accordingly, the Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for temporary differences between the financial reporting basis and income tax basis of assets and liabilities at the balance sheet date multiplied by the applicable tax rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. (“FIN”) 48,~~ ~~Accounting for Uncertainty in Income Taxes~~, an interpretation of SFAS No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company adopted the provisions of FIN 48 on January 1, 2007. FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

The Company files U.S. Federal tax returns, California franchise tax returns and Australian tax ~~returns.~~returns, and beginning in 2009 will also file in multiple other U.S. states. The Company has identified its U.S. Federal tax return as its “major” tax jurisdiction. For ~~the~~ U.S. Federal ~~return,~~tax purposes, all periods subsequent to June 30, 2007 are subject to ~~tax~~ examination by the U.S. Internal Revenue Service (“IRS”). ~~The Company does not currently have any ongoing tax examinations with the IRS.~~ The Company believes that its income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material ~~change to its financial position.~~change. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109(“FIN ~~48.~~48”). In addition, the Company did not record a cumulative effect adjustment related to the adoption of FIN 48 and does not anticipate that the total amount of unrecognized tax benefit related to any particular tax position will change significantly within the next 12 months.

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The Company’s policy for recording interest and penalties, if any, associated with audits will be to record such items as a component of income ~~before~~ taxes.

Net Income per Common Share

Basic net income per common share is computed by dividing net income, less dividends declared (or accumulated) on cumulative preferred stock (Note 6), by the weighted-average number of shares of common stock outstanding during the periods. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The potential dilutive securities the Company has outstanding are warrants and stock ~~options (see Notes 3 and 9).~~options. The following is a reconciliation of weighted average shares outstanding used in calculating net income per common share:


	Quarter Ended March 31,				Nine Months Ended March 31,
	2008		2009		2008		2009
Basic		9,690,099		17,826,052		9,910,981		16,482,986
Assumed exercise of warrants		1,393,623		—		1,393,623		—
Assumed exercise of stock options		—		—		—		—

Diluted		11,083,722		17,826,052		11,304,604		16,482,986

Quarter Ended

Nine Months Ended

March 31, 2008

Basic 9,690,099 9,910,981
Assumed exercise of warrants 1,393,623 1,393,623
Assumed exercise of stock options — —
Diluted 11,083,722 11,304,604

~~Interest~~

Interest expense consists of interest payable on borrowings (including capital lease obligations) calculated using the effective interest method, the amortization of deferred financing costs and gains and losses on hedging instruments that are recognized in the statement of operations.

Interest income is recognized in the statement of operations as it accrues and dividend income is recognized in the statement of operations on the date the Company’s right to receive payments is established.

Recently Issued Accounting Pronouncements

~~In September 2006, the FASB issued SFAS No. 157,~~ ~~Fair Value Measurements~~, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective in fiscal years beginning after November 15, 2007. Management is currently evaluating the impact that the adoption of this statement may have on the Company’s consolidated financial statements.

~~In September 2006, the FASB issued SFAS No. 158,~~ ~~Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans~~. SFAS 158 addresses the recognition of over-funded or under-funded status of a defined benefit plan as an asset or liability on an entity's balance sheet. This requirement is effective for fiscal years beginning after December 15, 2006. The statement also requires the funded status of a plan be measured as of the employer's fiscal year-end balance sheet. The requirement is effective as of the beginning of a fiscal year beginning after December 15, 2008. Management does not believe that the adoption of SFAS No. 158 will have a material effect on the Company’s consolidated financial statements.

~~In February 2007, the FASB issued SFAS No. 159,~~ ~~The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115~~, which permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115, ~~Accounting for Certain Investments in Debt and Equity Securities,~~ applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, ~~Fair Value Measurements~~~~. Management does not believe that the adoption of SFAS No. 159 will have a material effect on the Company’s consolidated financial statements.~~

In December 2007, the FASB issued SFAS No. 141(revised 2007),Business Combinations, and SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements. SFAS No. 141R improves reporting by creating greater consistency in the accounting and financial reporting of business combinations, resulting in more complete, comparable, and relevant information for investors and other users of financial statements. SFAS No. 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. ~~SFAF~~SFAS No. 141R also requires that acquisition costs will generally be expensed as incurred and restructuring costs will be expensed in periods after the acquisition date. SFAS No. 160 improves the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same ~~way—~~way as equity in the consolidated financial statements. Moreover, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. The two statements ~~are~~will be effective for ~~fiscal years beginning after December 15, 2008 and management~~the Company as of July 1, 2009. Management is currently evaluating the impact that the adoption of these statements may have on the Company’s consolidated financial statements.

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging ~~Activities—an~~Activities-an amendment of FASB Statement No. 133.SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows and (d) encourages, but does not require, comparative disclosures for earlier periods at initial adoption. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. ~~Management is currently evaluating the impact that the~~The adoption of ~~this statement may~~SFAS No. 161 did not have a significant impact on the Company’s consolidated financial statements.

~~Note 3.~~~~Initial Public Offering (“IPO”)~~

On April 10, 2006, the Company issued and sold 7,500,000 units (“Units”) in its IPO, and on April 13, 2006, the Company issued and sold an additional 1,125,000 Units that were subject to the underwriters’ over-allotment option. Each Unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing at the later of the completion of a business combination with a target business or one year from the effective date of the IPO (April 5, 2007) and expiring April 5, 2010 (“Warrants”), assuming there is an effective registration statement. The Warrants will be redeemable at a price of $.01 per Warrant upon 30 days’ notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $11.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given.

The IPO price of each Unit was $8.00, and the gross proceeds of the IPO were $69,000,000 (including proceeds from the exercise of the over-allotment option). Of the gross proceeds: (i) $65,000,000 was deposited into a trust account (the “Trust Account”), which amount included $1,380,000 of deferred underwriting fees; (ii) the underwriters received $3,450,000 as underwriting fees (excluding the deferred underwriting fees); and (iii) the Company retained $550,000 for offering expenses. In addition, the Company deposited into the Trust Account the $700,000 that it received from a private placement of 583,333 warrants to two executive officers (one of whom is also a director) for $1.20 per warrant immediately prior to the closing of the IPO. These warrants are identical to the Warrants issued in the IPO.

The funds in the Trust Account were distributed at the closing of the acquisition of Royal Wolf. We received approximately $60.8 million, of which we used $44.7 million to pay the purchase price for the RWA shares. Approximately $6.4 million ($7.93482 per share) of the funds in the Trust Account was paid to Public Stockholders holding 809,901 shares that voted against the acquisition and, in accordance with our certificate of incorporation, elected to receive cash in exchange for their shares, which have been cancelled. The remaining $1.3 million was paid to our IPO underwriters as deferred underwriting fees.

In connection with the IPO, the Company sold to the representative of the underwriters for $100 an option to purchase 750,000 units for $10.00 per Unit. These units are identical to the Units issued in the IPO except that the warrants included in the units have an exercise price of $7.20. This option may be exercised on a cashless basis. This option expires April 5, 2011.

~~Note 4. Acquisitions~~

On November 14, 2007, the Company, through GFN Finance and Royal Wolf, entered into a Business Sale Agreement dated November 14, 2007 (the “Business Sale Agreement”) with GE SeaCo Australia Pty Ltd. and GE SeaCo SRL. GE SeaCo Australia Pty Ltd. is owned by GE SeaCo SRL, which is a joint venture between Genstar Container Corporation (a subsidiary of General Electric) and Sea Containers Ltd. Sea Containers Ltd. is in bankruptcy reorganization (collectively “GE SeaCo”). Pursuant to the Business Sale Agreement, on November 15, 2007, the Company purchased the assets of GE SeaCo used in its dry and refrigerated container business in Australia and Papua New Guinea for $17,850,000, after adjustments. The Business Sale Agreement contains a three-year non-competition agreement from GE SeaCo and certain affiliates covering Australia and Papua New Guinea. The purchase price was paid at the closing, less a holdback of approximately $900,000 deposited into an escrow account for one year to provide for damages from breach of representations and warranties by GE SeaCo and any post-closing purchase price adjustments.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~(Unaudited)~~

~~The total purchase price, including~~In April 2008, the FASB issued FASB Staff Position FAS 142-3,Determining the Useful Life of Intangible Assets(FSP 142-3). FSP 142-3 amends the factors to be considered in determining the useful life of intangible assets accounted for pursuant to SFAS No. 142. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. Management does not believe that the adoption of FSP 142-3 will have a material effect on the Company’s transaction costs of approximately $37,000, a non-compete agreement of $2.0 million (prior to tax benefit) and deferred financing costs of $84,000 has been allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values as of November 14, 2007.consolidated financial statements.

On February 29, 2008, the Company, through Royal Wolf, entered into an asset purchase agreement to acquire the dry and refrigerated container assets of Container Hire and Sales (“CHS”), located south of Perth, Australia for $3.8 million. The total purchase price has been allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values as of February 29, 2008.

~~The allocation for these acquisitions to tangible and intangible assets acquired and liabilities assumed based on their estimated fair market values were as follows (in thousands):~~

GE SeaCo
November 14, 2007

CHS
February 29, 2008

Fair value of the net tangible assets acquired and liabilities assumed:
Inventories (primarily containers) $ 1,746 $ —
Property, plant and equipment 28 108
Container for lease fleet 9,952 1,435
Trade and other payables (229 ) 4
Total net tangible assets acquired and liabilities assumed 11,497 1,547

Fair value of intangible assets acquired:
Non-compete agreement 1,999 —
Deferred financing costs 84 472
Goodwill 4,270 1,753
Total intangible assets acquired 6,353 2,225
Total purchase consideration $ 17,850 $ 3,772

Note 5.3. Long-term Debt and Obligations

~~ANZ~~Royal Wolf Senior Credit Facility and Subordinated Notes

~~The Company~~Royal Wolf has a credit facility, as amended, with Australia and New Zealand Banking Group Limited (“ANZ”). The facility is subject to annual reviews by ANZ and is guaranteed and secured by assets of the Company’s Australian and New Zealand subsidiaries. AtBased upon the ~~closing~~exchange rate of ~~the acquisition of the assets from CHS (see Note 4), this facility was amended~~one Australian dollar to ~~increase the total facility limit~~$0.68350 U.S. dollar and one New Zealand dollar to ~~$91.6 million (AUS$99.8 million)~~$0.82570 Australian dollar at March 31, ~~2008.~~

2009, the total credit facility limit is $77.8 million (AUS$101.0 million and NZ$15.5 million). The aggregate ANZ facility ~~comprises ten different~~is comprised of various sub-facilities. The largest of these sub-facilities ~~are a receivables financing facility of up to $9.2 million (AUS$10.0 million), four~~include eight interchangeable loan facilities under which ~~the Company~~Royal Wolf may borrow up to the lesser of ~~$56.3~~$50.5 million (AUS$~~61.3~~74.0 million) or ~~85%~~80% of the orderly liquidation value, as defined, of its container ~~fleet,~~fleet; a receivables financing facility of up to $8.2 million (AUS$12.0 million); a special finance line for acquisitions of ~~$19.3~~$0.7 million (AUS$~~21.0~~1.0 million) ~~and two multi option facilities~~; a multi-option facility for ~~primarily yard construction~~the lease financing of ~~$2.8~~accommodation units of $3.8 million (AUS$~~3.0~~5.6 million).; and a separate bank guarantee facility for New Zealand of $8.7 million (NZ$15.5 million), which would effectively terminate in May 2010. The receivables financing facility bears interest at a variable rate equal to the bank bill swap reference rate, plus 1.65% per annum, and may not be terminated, except on default, prior to ANZ’s next review date of the facility. ~~The secured loan facilities mature in five years following the initial drawdown on the facility, or September 2012, but there is currently a $138,000 (AUS$150,000) amortization per quarter under one~~Five of the interchangeable loan ~~sub-facilities, which limit is $4.6~~facilities, totaling $42.2 million (AUS$~~5.0~~61.8 million)~~. These loans~~, mature in September 2012; two of the interchangeable loan facilities, totaling $4.9 million (AUS$7.2 million) and $0.7 million (AU$1.0 million), mature in April 2010 and November 2010, respectively; and the remaining interchangeable loan facility of $2.7 million (AUS$4.0 million) may not be terminated, except on default, prior to ANZ’s next review date. The multi-option facility matures two years from the date of drawdown. Loans on the interchangeable facilities and multi-option facility bear interest at ANZ’s prime rate plus ~~between 1.40% and~~ 2.50% per annum, with interest payable quarterly.

As of March 31, 2009, the weighted-average effective interest rate was 8.3%.

The ANZ senior credit facility is subject to certain covenants, including compliance with specified consolidated senior and total interest ~~cover~~coverage and senior and total debt ratios, as defined, for each financial quarter based on earnings before interest, income taxes, depreciation and amortization and other non-operating costs (“EBITDA”), as defined, on a year-to-date or ~~trailing-twelve-month basis,~~trailing twelve-month (“TTM”) basis; and restrictions on the payment of dividends, loans and payments to affiliates and granting of new security interests on the assets of any of the secured entities. A change of control in any of GFN Holdings or its direct and indirect subsidiaries without the prior written consent of ANZ constitutes an event of default under the facility.

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Bison Note~~

On September 13, 2007, in conjunction with the closing of the acquisition of Royal Wolf, the Company entered into a securities purchase agreement with Bison Capital, pursuant to which the Company issued and sold to Bison Capital, at par, a secured senior subordinated promissory note in the principal amount of $16,816,000 (the “Bison Note”). Pursuant to the securities purchase agreement, the Company paid Bison Capital a closing fee of $336,000 and issued to Bison Capital warrants to purchase 500,000 shares of common stock of GFN.

The Bison Note bears interest at the annual rate of 13.5%, payable quarterly in arrears, commencing October 1, 2007, and matures on March 13, 2013. The Company may extend the maturity date by one year, provided that it is not then in default. The Company may ~~not prepay the Bison Note prior to September 13, 2008, but may thereafter~~ prepay the Bison Note at a declining price of 103% of par prior to September 13, 2009; 102% of par prior to September 13, ~~2009,~~2010; 101% of par prior to September 13, ~~2010~~2011 and 100% of par thereafter. The maturity of the Bison Note may be accelerated upon an event of default or upon a change of control of GFN Finance or any of its subsidiaries. Payment under the Bison Note is secured by a lien on all or substantially all of the assets of GFN Finance and its subsidiaries, subordinated and subject to the inter-creditor agreement with ANZ. If, during the 66-month period ending on the scheduled maturity date, GFN’s common stock has not traded above $10 per share for any 20 consecutive trading days on which the average daily trading volume was at least 30,000 shares (ignoring any daily trading volume above 100,000 shares), upon demand by Bison Capital, the Company will pay Bison Capital on the scheduled maturity date a premium of ~~$1.1~~$1.0 million in cash, less any gains realized by Bison Capital from any prior sale of the warrants and warrant shares. This premium is also payable upon any acceleration of the Bison Note due to an event of default or change of control of GFN Finance or any of its subsidiaries. As a condition to receiving this premium, Bison Capital must surrender ~~to us~~ for cancellation any remaining warrants and ~~warrants~~warrant shares. ~~The premium will be payable by us on the scheduled maturity date, whether or not the note has been paid by us on or before (or after) that date.~~

The Bison Note requires the maintenance of certain financial ratios based on earnings before income taxes, depreciation and amortization (EBITDA) and Royal Wolf’s debt levels (leverage), as well as restrictions on capital expenditures.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The warrants issued to Bison Capital represent the right to purchase 500,000 shares of GFN’s common stock at an initial exercise price of $8.00 per share, subject to adjustment for stock splits and stock dividends. ~~The~~Unexercised warrants will expire September 13, ~~2014~~2014.

On May 1, 2008, the Company issued and sold to Bison Capital a second secured senior subordinated promissory note in the principal amount of $5,500,000 on terms comparable to the ~~extent~~original Bison Note, except that the maturity of this second note is July 1, 2010. Collectively, these two notes are referred to as the “Bison Notes”. At March 31, 2009, the principal balance of the Bison Notes was $21,375,000.

The Bison Notes require the maintenance of minimum EBITDA levels, as defined, and a total debt ratio based on a TTM EBITDA basis; as well as restrictions on capital expenditures.

Pac-Van Senior Credit Facility and Subordinated Note

Pac-Van has a revolving line of credit and letter of credit facility, as amended, with a syndication of four financial institutions led by LaSalle Bank National Association (“LaSalle”), as administrative and collateral agent. The LaSalle credit facility is secured by substantially all the business assets of Pac-Van and GFNNA, including the assignment of its rights under leasing contracts with customers, and is available for purchases of rental equipment and general operating purposes. The maximum aggregate amount available under the LaSalle credit facility is $120,000,000; with borrowings limited to 85% of eligible accounts receivable, net of reserves and allowances, plus 85% of the net book value of all eligible rental equipment, net of reserves and allowances, plus the lesser of (i) 75% of property and equipment, as defined, and (ii) $1,000,000. Letters of credit commitments under the credit facility are not ~~previously exercised.~~to exceed $10,000,000 and approval is required by LaSalle, as the administrative agent, for borrowings over $95,400,000 and letters of credit commitments over $2,000,000.

Borrowings under the LaSalle credit facility are due on August 23, 2012 and accrue interest at the lead lender’s prime lending rate or its prime lending rate plus 0.25%, or the LIBOR plus a stated margin ranging from 1.5% to 2.25% based on Pac-Van’s leverage. At March 31, 2009, the weighted-average interest rate was 2.5%. In addition, the Company is required to pay an unused commitment fee equal to 0.25% of the average unused line calculated on a quarterly basis. The LaSalle senior credit facility is subject to certain covenants, including compliance with minimum EBITDA levels, as defined, specified interest coverage, senior and total debt ratios based on a TTM EBITDA basis, a minimum utilization rate, as defined; and, among other things, restrictions on the payment of dividends, loans and payments to affiliates.

Pac-Van also has a senior subordinated secured note payable to SPV Capital Funding, L.L.C. (“SPV”) with a principal balance of $25,000,000. This subordinated note matures on February 2, 2013, requires quarterly interest only payments computed at 13.0% per annum and is also subject to the maintenance of certain financial covenants.

Loan Covenant Compliance

The Company was in compliance with ~~all~~the financial covenants ~~pertaining to the ANZ~~under its senior credit ~~facility~~facilities and ~~Bison Note~~senior subordinated notes discussed above as of March 31, ~~2008.~~2009. However, as widely reported, the financial markets and economy in the U.S. and Australia, as well as the global economy in general, have been in a downturn for a period of time. If the current economic environment continues to be weak or worsens, the Company’s ability to continue meeting covenant requirements may be impaired and may result in the seeking of amendments or waivers of covenant compliance. While management of the Company believes its relationships with its senior lenders are good, there is no assurance that they would consent to such an amendment or waiver in the event of noncompliance; or that such consent would not be conditioned upon the receipt of a cash payment, revised principal payout terms, increased interest rates, or restrictions in the expansion of the credit facilities; or that our senior lenders would not exercise rights that would be available to them, including, among other things, demanding payment of outstanding borrowings.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

UBOC Credit Facility

~~On March 28, 2008, the~~The Company ~~entered into~~has a credit agreement, as amended, with Union Bank of California, N.A. (“UBOC”) for a $1.0 million credit facility. Borrowings or advances under the facility will bear interest at UBOC’s “Reference Rate” (which approximates the prime rate) and are due and payable ~~within 60 days.~~by March 31, 2011. The facility is guaranteed by GFN U.S., and requires ~~(among other~~the maintenance of certain quarterly and ~~yearend~~year-end financial reporting ~~covenants) that there is at least one dollar of combined net income for GFN and GFN U.S. for the year ended June 30, 2008 and expires on March 31, 2009.~~covenants. There were no outstanding borrowings under the UBOC credit facility at March 31, ~~2008.~~2009.

Capital Leases

Capital lease liabilities of the Company are payable as follows as of March 31, ~~2008~~2009 (in thousands):


	Minimum
	lease payments		Interest		Principal

Less than one year	$	81	$	7	$	74
Between one and five years		23		5		18
More than five years		—		—		—

	$	104	$	12	$	92

Minimum
lease payments

Interest

Principal

Less than one year $ 381 $ 27 $ 354
Between one and five years 141 17 124
More than five years — — —
$ 522 $ 44 $ 478

Note 4. Financial Instruments

The Company ~~has finance leases and lease purchase contracts for various motor vehicles, and other assets. These leases have no terms of renewal or purchase options or escalation clauses.~~

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Note 6.~~~~Financial Instruments~~

The carrying value of the Company’s financial instruments, which include cash and cash equivalents, receivables, trade and other payables, borrowings under the ANZ credit facility, the Bison Note, interest rate swaps, forward exchange contracts and commercial bills; approximateadopted SFAS No. 157,Fair Value Measurements, effective July 1, 2008. SFAS No. 157 defines fair value ~~due~~as the price that would be received from selling an asset or paid to ~~current~~transfer a liability in an orderly transaction between market ~~conditions, maturity dates~~participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS No. 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows:

Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and ~~other factors.~~

Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Exposure to credit, interest rate and currency risks arises in the normal course of the Company’s business. The Company may use derivative financial instruments to hedge exposure to fluctuations in foreign exchange rates and interest rates.

~~Credit Risk~~

It is the Company’s policy that all customers who wish to purchase or lease containers on credit terms are subject to credit verification procedures and the Company will agree to terms with customers believed to be creditworthy. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not significant. With respect to credit risk arising from the other significant financial assets of the Company, which comprise cash and cash equivalents, available-for-sale financial assets and certain derivative instruments, the Company’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. As the counter party for derivative instruments is nearly always a bank, the Company has assessed this as a low risk.

~~There are no significant concentrations of credit risk within the Company.~~

Interest Rate ~~Risk~~Swap Contracts

The Company’s exposure to market risk for changes in interest rates relates primarily to its long-term debt obligations. The Company’s policy is to manage its interest ~~cost~~expense by using a mix of fixed and variable rate debt.

To manage this mix in a cost-efficient manner, the Company enters into interest rate swaps and interest rate options, in which the Company agrees to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. These swaps and options are designated to hedge changes in the interest rate of its commercial bill liability. The secured ANZ loan and interest rate ~~swap~~swaps and options have the same critical terms, including expiration dates. The Company believes that financial instruments designated as interest rate hedges are highly effective. However, documentation of such as required by SFAS No. 133,Accounting for Derivative Instruments and Hedging Activitiesdoes not exist. Therefore, all movements in the fair values of these hedges are ~~taken directly to~~reported in the statement of ~~operations.~~operations in the period in which fair values change.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company’s interest rate swap and option (cap) contracts are not traded on a market exchange; therefore, the fair values are determined using valuation models which include assumptions about the interest rate yield curve at the reporting dates (Level 2 fair value measurement). As of March 31, 2009, there were four open interest rate swap contracts and three open interest rate option (cap) contracts, as follows (dollars in thousands):


			Fair Value as of
	Notional Amount		March 31, 2009
Swap	$	11,278	$	(1,185	)
Swap		1,367		(189	)
Swap		3,447		(452	)
Swap		2,504		(223	)
Option (Cap)		8,202		26
Option (Cap)		1,477		3
Option (Cap)		1,073		1

Total	$	29,348	$	(2,019	)

The total fair value of $680,000 and ($2,019,000) at June 30, 2008 and March 31, 2009 is included in “trade and other receivables” and in “trade payables and accrued liabilities,” respectively, in the consolidated balance sheet. In FY2009, unrealized loss on interest rate swap and option (cap) contracts totaled $2,826,000.

Foreign Currency Risk

The Company has transactional currency exposures. Such exposure arises from sales or purchases in currencies other than the functional currency. The currency giving rise to this risk is primarily U.S. dollars. The Company has a bank account denominated in U.S. dollars into which a small number of customers pay their debts. This is a natural hedge against fluctuations in the exchange rate. The funds are then used to pay suppliers, avoiding the need to convert to Australian dollars.

The Company uses forward currency contracts and options to eliminate the currency exposures on the majority of its transactions denominated in foreign currencies, either by transaction if the amount is significant, or on a general cash flow hedge basis. The forward currency contracts and options are always in the same currency as the hedged item. The Company believes that financial instruments designated as foreign currency hedges are highly effective. However documentation of such as required by SFAS No. 133 does not exist. Therefore, all movements in the fair values of these hedges are ~~taken directly to~~reported in the statement of ~~operations.~~ operations in the period in which fair values change. The fair value of forward currency exchange contracts (Level 2 fair value measurement), which is included in “trade and other receivables” in the consolidated balance sheet, was $673,000 at March 31, 2009. In FY2009, unrealized gains on forward currency exchange contracts totaled $1,486,000.

The Company also has certain U.S. dollar-denominated debt at Royal Wolf, including ~~long-term~~ intercompany borrowings, which are remeasured at each financial reporting date with the impact of the remeasurement being recorded in our consolidated statements of operations. Unrealized gains and losses resulting from such remeasurement due to changes in the Australian exchange rate to the U.S. dollar could have significant impact in the Company’s reported results of operations, as well as any realized gains and losses from the payments on such U.S. dollar-denominated debt and intercompany borrowings.

In FY2009, unrealized and realized foreign exchange losses totaled $10,657,000 and $3,401,000, respectively.

Note 7.~~Limited Recourse Revolving Line of Credit~~

5. Related Party Transactions

The Company previously had an unsecured limited recourse revolving line of credit from Ronald F. Valenta, a director and the chief executive officer of the Company, pursuant to which the Company could borrow up to $3,000,000 outstanding at one time. The line of credit terminated upon the completion of the acquisition of Royal Wolf and the outstanding principal and interest totaling ~~$2,586,848~~$2,587,000 was repaid on September 14, 2007.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company ~~utilizes~~has utilized certain accounting, administrative and secretarial services from affiliates of officers; as well as ~~certain limited~~ office space provided by an affiliate of Mr. Valenta. Until the consummation of a business combination by the Company, the affiliates had agreed to make such services available to the Company free of charge, as may be required by the Company from time to time; with the exception of the reimbursement of certain out-of-pocket costs incurred on behalf of the Company. Effective September 14, 2007, the Company entered into a month-to-month arrangement that lasted until January 31, 2008 with an affiliate of Mr. Valenta for the rental of the office space at $1,148 per month. In addition, effective September 14, 2007, the Company commenced recording a charge to operating results (with an offsetting contribution to additional paid-in capital) for the estimated cost of contributed services rendered to the Company ~~at no compensation~~ by non-employee officers and administrative personnel of affiliates.

Effective January 31, 2008, the Company entered into a lease with an affiliate of Mr. Valenta for its new corporate headquarters in Pasadena, California. The rent is ~~$7,779~~$7,393 per month, effective March 1, 2009, plus allocated charges for common area maintenance, real property taxes and insurance, for approximately 3,000 square feet of office space. The term of the lease is five years, with two five-year renewal options, and the rent is adjusted yearly based on the consumer price index. Rental payments were $86,000 in FY2009.

Effective October 1, 2008, the Company entered into a services agreement through June 30, 2009 (the “Termination Date”) with an affiliate of Mr. Valenta for certain accounting, administrative and secretarial services to be provided at the corporate offices and for certain operational, technical, sales and marketing services to be provided directly to the Company’s operating subsidiaries. Charges for services rendered at the corporate offices will be, until further notice, at $7,000 per month and charges for services rendered to the Company’s subsidiaries will vary depending on the scope of services provided. The services agreement provides for, among other things, mutual modifications to the scope of services and rates charged and automatically renews for successive one-year terms, unless terminated in writing by either party not less than 30 days prior to the Termination Date. Total charges to the Company for services rendered under this agreement totaled $178,000, plus out-of-pocket expenses, in FY 2009.

Note 9.6. Cumulative Preferred Stock

The Company is offering private placements of Series A 12.5% Cumulative Preferred Stock, par value $0.0001 per share and liquidation preference of $50 per share (“Series A Preferred Stock”); and Series B 8% Cumulative Preferred Stock par value of $0.0001 per share and liquidation value of $1,000 per share (“Series B Preferred Stock”). The Series B Preferred Stock is offered primarily in connection with business combinations (see Note 1).

The Series A Preferred stock and the Series B Preferred stock are referred to collectively as the “Cumulative Preferred Stock.”

Upon issuance of the Cumulative Preferred Stock, the Company records the liquidation value as the preferred equity in the consolidated balance sheet, with any issuance or offering costs as a reduction in additional paid-in capital. As of March 31, 2009, the Company had issued 23,900 shares and 100 shares of Series A Preferred Stock and Series B Preferred Stock for total proceeds of $1,195,000 and $100,000, respectively.

The Cumulative Preferred Stock is not convertible into GFN common stock, has no voting rights, except as required by Delaware law, and is not redeemable prior to February 1, 2014; at which time it may be redeemed at any time, in whole or in part, at the Company’s option. Holders of the Cumulative Preferred Stock are entitled to receive, when declared by the Company’s Board of Directors, annual dividends payable quarterly in arrears on the 31^st day of January, July and October of each year and the 30^th day of April of each year. In the event of any liquidation or winding up of the Company, the holders of the Cumulative Preferred Stock will have preference to holders of common stock; with the holders of the Series A Preferred Stock having preference over holders of the Series B Preferred Stock. The Company has agreed to register for public trading the Cumulative Preferred Stock no later than one year from issuance.

As of March 31, 2009, dividends paid or payable totaled $19,000 and $2,000 for the Series A Preferred Stock and Series B Preferred Stock, respectively. The characterization of dividends as ordinary income, capital or qualified for Federal income tax purposes is made based upon the earnings and profits of the Company, as defined by the Internal Revenue Code. No such characterization has been made by the Company as of March 31, 2009.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 7. Stock Option Plans

On August 29, 2006, the Board of Directors of the Company adopted the General Finance Corporation 2006 Stock Option Plan (“2006 Plan”), which was approved and amended by stockholders on June 14, ~~2007.~~2007 and December 11, 2008, respectively. Under the 2006 Plan, the Company may issue to directors, employees, consultants and advisers up to ~~1,500,000~~2,500,000 shares of its common ~~stock pursuant to options to be granted under the 2006 Plan.~~stock. The options may be incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, or so-called non-qualified options that are not intended to meet incentive stock option requirements. The options may not have a term in excess of ten years, and the exercise price of any option may not be less than the fair market value of the Company’s common stock on the date of grant of the option. Unless terminated earlier, the 2006 Plan will automatically terminate June 30, 2016.

On each of September 11, 2006 (“2006 Grant”) and December 14, 2007 (“2007 Grant”), the Company granted options to an officer of GFN to purchase 225,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $7.30 per share and $9.05 per share, respectively, with a vesting period of five years. Stock-based compensation expense of ~~$263,950~~$570,000 related to these options has been recognized in the statements of operations through March 31, ~~2008,~~2009, with a corresponding benefit to additional paid-in capital. As of March 31, ~~2008,~~2009, there remains ~~$1,267,250~~$961,000 of unrecognized compensation expense that will be recorded in the statement of operations on athe straight-line basis over the remaining weighted-average vesting ~~period.~~period of 3.08 years. There have been no options exercised, cancelled or forfeited under these two grants and 450,000 options were outstanding at March 31, 2009. Also, as of March 31, ~~2008,~~2009, 90,000 and 45,000 of the 2006 Grant ~~options are exercisable~~ and ~~no options of the~~ 2007 Grant ~~are~~options, respectively, were exercisable.

On January 22, 2008 (“2008 Grant”), the Company granted options to certain key employees of Royal Wolf to purchase 489,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or ~~$8.80.~~$8.80 per share. The 2008 Grant ~~consists~~consisted of 243,000 options with a vesting period of five years and 246,000 options that vest subject to a performance condition based on Royal Wolf achieving a certain EBITDA ~~(earnings before interest, income taxes, depreciation and amortization)~~ target for ~~the year ending June 30,~~ 2008. The Company ~~has assessed that it is probable that this EBITDA target will be achieved and has~~initially commenced recognizing compensation expense over the ~~anticipated~~ vesting period of 20 months.

In June 2008, the Compensation Committee of the Company’s Board of Directors determined that the full EBITDA target for the 2008 Grant would not be achieved. As a result, the 2008 Grant was modified whereby one-half of the outstanding options subject to the EBITDA performance criteria were deemed to have achieved the performance condition. The remaining one-half of these performance-based options (“PB 2008 Grant”) were modified on July 23, 2008 (see below) for EBITDA targets at Royal Wolf pertaining to the years ending June 30, 2009 (“2009”) and 2010 (“2010”). At that time, the Company reassessed and revalued these options and commenced recognizing the changes in stock-based compensation on a prospective basis. Total stock-based compensation expense of ~~$129,900~~$561,000 related to the 2008 Grant has been recognized in the statement of operations through March 31, ~~2008,~~2009, with a corresponding benefit to additional paid-in capital. As of March 31, ~~2008,~~2009, there remains ~~$1,247,800~~$539,000 of unrecognized compensation expense that will be recorded in the statement of operations on athe straight-line basis over the remaining weighted-average vesting period of ~~3.3~~2.66 years. There have been 41,500 options cancelled or forfeited under the 2008 Grant and 329,000 options were nooutstanding at March 31, 2009. No options have been exercised and 43,000 options were exercisable under the 2008 Grant as of March 31, ~~2008.~~2009.

On July 23, 2008 (“July 2008 Grant”), the Company granted options to certain key employees of Royal Wolf to purchase 198,500 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $5.35 per share. The July 2008 Grant consisted of the PB 2008 Grant (see above) totaling 118,500 options, 40,000 options with a vesting period of five years and 40,000 options that vest subject to a performance condition based on Royal Wolf achieving certain EBITDA targets for 2009 and 2010. The Company initially commenced recognizing compensation expense over the vesting periods of 2.17 years and 3.17 years for EBITDA targets in 2009 and 2010, respectively, pertaining to 79,250 options in each of those vesting periods. However, the Company has determined that it is not probable that the EBITDA target for 2009 will be achieved and has ceased recognizing stock-based compensation expense for those performance-based options. In addition, the Company has recorded a cumulative effect adjustment of $37,000 in the quarter ended March 31, 2009 to reverse compensation expense recognized prior to January 1, 2009 on those performance-based options. Total stock-based compensation expense of $62,000 related to the July 2008 Grant has been recognized in the statement of operations through March 31, 2009, with a corresponding benefit to additional paid-in capital. As of March 31, 2009, there remains $195,000 of unrecognized compensation expense that will be recorded in the statement of operations on the straight-line basis over the remaining weighted-average vesting period of 3.06 years. There have been 12,250 options cancelled or forfeited under the July 2008 Grant and 107,000 options were outstanding at March 31, 2009. No options have been exercised and no options were exercisable under the July 2008 Grant as of March 31, 2009.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

On September 18, 2008 (“September 2008 Grant”), the Company granted options to the non-employee members of its Board of Directors to purchase 36,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $6.50 per share, with a vesting period of three years. Stock-based compensation expense of $21,000 related to these options has been recognized in the statements of operations through March 31, 2009, with a corresponding benefit to additional paid-in capital. As of March 31, 2009, there remains $99,000 of unrecognized compensation expense that will be recorded in the statement of operations on the straight-line basis over the remaining weighted-average vesting period of 2.47 years. There have been no options exercised, cancelled or forfeited under the September 2008 Grant, all 36,000 options were outstanding at March 31, 2009, and none were exercisable.

On October 1, 2008 (“October 2008 Grant”), the Company granted options to certain key employees of Pac-Van and to a former stockholder of MOAC, who became a non-employee member of Company’s Board of Directors effective on that date, to purchase 356,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date; or $6.40 per share. The October 2008 Grant consisted of 154,550 options with a vesting period of five years, 9,000 options with a vesting period of three years and 192,450 options that vest subject to performance conditions based on Pac-Van achieving a certain EBITDA target for 2009 and to-be-determined EBITDA targets for the subsequent four fiscal years . The Company commenced recognizing compensation expense over the vesting periods ranging from 1.92 years to 5.92 years pertaining to 38,490 options in each of those vesting periods. However, the Company has determined that it is not probable that the EBITDA target for 2009 will be achieved and has ceased recognizing stock-based compensation expense for those performance-based options. In addition, the Company has recorded a cumulative effect adjustment of $13,000 in the quarter ended March 31, 2009 to reverse compensation expense recognized prior to January 1, 2009 on those performance-based options. Total stock-based compensation expense of $74,000 related to the October 2008 Grant has been recognized in the statement of operations through March 31, 2009, with a corresponding benefit to additional paid-in capital. As of March 31, 2009, there remains $562,000 of unrecognized compensation expense that will be recorded in the statement of operations on the straight-line basis over the remaining weighted-average vesting period of 4.11 years. There have been no options exercised, cancelled or forfeited under the October 2008 Grant, 317,500 options were outstanding at March 31, 2009, and none were exercisable.

On December 11, 2008 (“December 2008 Grant”), the Company granted options to a non-employee member of its Board of Directors to purchase 9,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $1.78 per share, with a vesting period of three years. Stock-based compensation expense of $1,000 related to these options has been recognized in the statements of operations through March 31, 2009 and, as of that date, there remains $9,000 of unrecognized compensation expense that will be recorded in the statement of operations on the straight-line basis over the remaining weighted-average vesting period of 2.75 years. There have been no options exercised, cancelled or forfeited under the December 2008 Grant, all 9,000 options were outstanding at March 31, 2009, and none were exercisable.

On January 27, 2009 (“January 2009 Grant”), the Company granted options to certain key employees of Royal Wolf and Pac-Van to purchase 4,000 shares of common stock at an exercise price equal to the closing market price of the Company’s common stock as of that date, or $1.94 per share, with a vesting period of five years. Stock-based compensation expense of under $1,000 related to these options has been recognized in the statements of operations through March 31, 2009 and, as of that date, there remained $5,000 of unrecognized compensation expense that will be recorded in the statement of operations on the straight-line basis over the remaining weighted-average vesting period of 4.75 years. There have been no options exercised, cancelled or forfeited under the January 2009 Grant, all 4,000 options were outstanding at March 31, 2009, and none were exercisable.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

At March 31, 2009, the Company’s market price for its common stock was at $1.00 per share, which is below the exercise prices of all of the outstanding stock options.

A deduction is not allowed for U.S. income tax purposes with respect to non-qualified options granted in the United States until the stock options are exercised or, with respect to incentive stock options issued in the United States, unless the optionee makes a disqualifying disposition of the underlying shares. The amount of any deduction will be the difference between the fair value of the Company’s common stock and the exercise price at the date of exercise. Accordingly, there is a deferred tax asset recorded for the U.S. tax effect of the financial statement expense recorded related to stock option grants in the United States. The tax effect of the U.S. income tax deduction in excess of the financial statement expense, if any, will be recorded as an increase to additional paid-in capital.

The weighted-average fair value of the stock options granted was $3.06, $3.75, $3.94, $2.74, $3.31, $3.22, $1.06 and ~~$3.94~~$1.20 per option for the 2006 Grant, 2007 Grant, 2008 Grant, July 2008 Grant, September 2008 Grant, October 2008 Grant, December 2008 Grant and ~~2008~~January 2009 Grant, respectively, determined by using the Black-Scholes option-pricing model using the following assumptions: A risk-free interest rate of 4.8%, 3.27%, 3.01%, 3.77%, 3.08%, 3.29%, 1.99% and ~~3.01%~~1.99% (corresponding treasury bill rates) for the 2006 Grant, 2007 Grant, 2008 Grant, July 2008 Grant, September 2008 Grant, October 2008 Grant, December 2008 Grant and ~~2008~~January 2009 Grant, respectively; an expected life of 7.5 ~~years;~~years for all grants; an expected volatility of 26.5%, 31.1%, 35.83%, 41.78%, 43.12%, 41.78%, 57.13% and ~~35.83%~~59.85% for the 2006 Grant, 2007 Grant, 2008 Grant, July 2008 Grant, September 2008 Grant, October 2008 Grant, December 2008 Grant and ~~2008~~January 2009 Grant, respectively; and no expected dividend.

~~GENERAL FINANCE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Royal Wolf had an employee share option plan ~~(ESOP)~~(“ESOP”) for the granting of non-transferable options to certain key management personnel and senior employees with more than twelve ~~months’~~months service at the grant date. ~~During~~The ESOP was terminated in the ~~year ended June 30, 2007, $2,930,000 was paid to the employees relating to the ESOP with a remaining $759,000 being paid out and closed in July 2007.~~Predecessor Period 2008.

Note ~~10.~~8. Commitments and Contingencies

Operating Leases

The Company leases ~~various~~ office equipment and other facilities under operating leases. The leases have ~~maturities~~terms of between one and nine years, some with an option to renew the lease after that period. None of the leases includes contingent rentals. There are no restrictions placed upon the lessee by entering into these leases.

Non-cancellable operating lease rentals at March 31, ~~2008~~2009 are payable as follows (in thousands):


Less than one year	$	3,486
Between one and two years		2,546
Between two and three years		1,372
Between three and four years		990
Between four and five years		501
Thereafter		1,933

	$	10,828

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Less than one year $ 2,774
One-two years 1,413
Two-three years 1,046
Three-four years 470
Four-five years 253
Thereafter 315
$ 6,271
Put and Call Options

In conjunction with the closing of the acquisition of Royal Wolf, the Company entered into a shareholders agreement with Bison Capital which provides that, at any time after September 13, 2009, Bison Capital may require the Company to purchase from Bison Capital all of its 13.8% outstanding capital stock of GFN U.S. The purchase price for the capital stock is, in essence, the greater of the following:

(i) the amount equal to Bison Capital’s ownership percentage in GFN U.S., or 13.8%, multiplied by the result of 8.25 multiplied by the sum of Royal Wolf’s EBITDA for a twelve-month determination period, as defined, plus all administrative expense payments or reimbursements made by Royal Wolf to the Company during such period; minus the net debt of Royal Wolf, as defined; or

(ii) the amount equal to the Bison Capital’s ownership percentage in GFN U.S. multiplied by the result of the GFN trading multiple, as defined, multiplied by Royal’s Wolf’s EBITDA for the determination period; minus the net debt of Royal Wolf; or

(iii) Bison Capital’s cost, as defined, in the GFN U.S. capital stock.

Also under the shareholders agreement, the Company has the option, at anytime prior to September 13, 2010, to cause Bison Capital to sell and transfer its 13.8% outstanding capital stock of GFN U.S. to the Company for a purchase price equal to the product of 2.75 multiplied by Bison Capital’s cost in the GFN U.S. capital stock. Subsequent to September 13, 2010, the Company’s call option purchase price is similar to (i) and (ii) of the Bison Capital put option, except the EBITDA multiple is 8.75.

Preferred Supply Agreement

In connection with ~~the asset purchase from~~a Business Sale Agreement dated November 14, 2007 with GE SeaCo ~~the Company~~Australia Pty Ltd. and GE SeaCo SRL (collectively “GE SeaCo”), Royal Wolf entered in a preferred supply agreement with GE SeaCo. Under the preferred supply agreement, GE SeaCo has agreed to sell to ~~the Company,~~Royal Wolf, and ~~the Company~~Royal Wolf has agreed to purchase, all of GE SeaCo’s containers that GE SeaCo determines to sell, up to a maximum of 5,000 containers each year. The purchase price for the containers will be based on their condition and is specified in the agreement, subject to annual adjustment. In addition, ~~the Company~~Royal Wolf received a right of first refusal to purchase any additional containers that GE SeaCo desires to sell in Australia, New Zealand and Papua New Guinea. Either party may terminate the ~~Agreement~~agreement upon no less than 90 days’ prior notice at any time after November 15, 2012.

Other Matters

In January 2008, Royal Wolf was notified by a Department of the Australian government of an odor that might be caused by high levels of formaldehyde or volatile organic compounds that exceed national guidelines in some of its containers. Royal Wolf ~~is working~~engaged the services of independent consultants in cooperation with the Australian government in ~~investigating~~testing ventilation improvements. In the ~~complaint~~fourth quarter of the year ended June 30, 2008 and ~~estimates~~in FY2009, the Company expensed $259,000 and $291,000, respectively, for containers that ~~remediation to address the levels of formaldehyde and volatile organic compounds may be required for up to 640 units.~~were affected by this matter. Management of the Company believes that ~~based on their investigation to-date,~~ the remediation of this matter ~~would~~has been resolved.

The Company is not involved in any material lawsuits or claims arising out of the normal course of business. The nature of its business is such that disputes can occasionally arise with employees, vendors (including suppliers and subcontractors), and customers over warranties, contract specifications and contract interpretations among other things. The Company assesses these matters on a case-by-case basis as they arise. Reserves are established, as required, based on its assessment of its exposure. The Company has insurance policies to cover general liability and workers compensation related claims. In the opinion of management, the ultimate amount of liability not covered by insurance under pending litigation and claims, if any, will not have a material adverse effect on ~~the consolidated results of operations or~~our financial position, ~~of the Company. However, the outcome is not currently determinable and it is possible that the ultimate resolution with the Australian government may be materially adverse to the consolidated~~operating results ~~of operations of the Company.~~or cash flows.

GENERAL FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~(Unaudited)~~

Note ~~11.~~9. Cash Flows From Operating Activities and Supplemental Cash Flow Information

The following table provides a detail of cash flows from operating activities (in thousands):


	Predecessor			Successor
	Period from			Nine Months
	July 1 to			Ended
	September 13,			March 31,
	2007			2008			2009
				(Unaudited)
Cash flows from operating activities
Net income (loss)	$	288		$	3,553		$	(5,762	)

Adjustments to reconcile net income (loss) to cash flows from operating activities:

Loss (gain) on sales and disposals of property, plant and equipment		11			3			6
Unrealized foreign exchange loss (gain)		58			(376	)		10,657
Unrealized loss (gain) on forward exchange contracts		72			393			(1,486	)
Unrealized loss (gain) on interest rate swaps and options		90			(13	)		2,826
Depreciation and amortization		653			4,834			11,161
Amortization of deferred financing costs		—			125			175
Accretion of interest		32			129			180
Share-based compensation expense		—			282			656
Contributed services		—			160			130
Interest deferred for common stock subject to possible conversion, net of income tax effect		—			(226	)		—
Deferred income taxes		180			2,281			(4,739	)
Minority interest		—			354			(3,017	)

Changes in operating assets and liabilities:
Trade and other receivables, net		1,090			(7,814	)		3,549
Inventories		(3,822	)		(10,016	)		(855	)
Prepaid expenses and other		—			(993	)		549
Trade payables and accrued liabilities		5,642			827			(4,142	)
Income taxes payable		—			(392	)		(252	)


Net cash provided (used) by operating activities	$	4,294		$	(6,889	)	$	9,636

Predecessor

Successor

Nine Months

Period from

Nine Months

Ended

July 1 to

Ended

March 31,

September 13,

March 31,

2007

2007

2008

Cash flows from operating activities
Net income (loss) $ (1,923 ) $ 288 $ 3,553
Loss (gain) on sales and disposals of fixed assets (12 ) 11 3
Unrealized foreign exchange loss (gain) (243 ) 58 (376 )
Unrealized loss (gain) on forward exchange contracts 72 72 393
Unrealized loss on interest rate swaps (85 ) 90 (13 )
Depreciation and amortization 2,582 653 4,834
Amortization of deferred financing costs — — 125
Accretion of interest on subordinated debt 1,394 32 129
Share-based compensation expense — — 282
Contributed services — — 160
Interest deferred for common stock subject to possible conversion, net of income tax effect — — (226 )
Deferred income taxes 860 180 2,281
Minority interest — — 354
Changes in operating assets and liabilities:
Trade and other receivables, net (4,706 ) 1,090 (7,814 )
Inventories 1,129 (3,822 ) (10,016 )
Other — — (993 )
Accounts payable and accrued liabilities 4,408 5,642 827
Income taxes payable — — (392 )
Net cash provided (used) by operating activities $ 3,476 $ 4,294 $ (6,889 )

~~12. Subsequent Events~~

Supplemental Cash Flow Information — Non-Cash Investing and Financing Activities

On April 30, 2008 (May 1, 2008 in New Zealand), the Company, through Royal Wolf, acquired RWNZ Acquisition Co. Limited and its wholly owned subsidiary, Royal Wolf Trading New Zealand (collectively “RWNZ”) for over $18.0 million (using an exchange rate of one New Zealand dollar to $0.7751 U.S. dollar). Among other things, the acquisition agreement contains a three-year non-compete covenant under which the sellers agree not to sell or lease storage containers to retail customers in an area that includes New Zealand. The transaction was primarily financed under the existing ANZ senior credit facility (see Note 5).

~~On May~~October 1, 2008, the Company issued ~~and sold to Bison Capital~~ a ~~second secured senior~~ subordinated promissory note inof $1.5 million as part of the ~~principal amount of $5,500,000 on terms comparable to~~consideration for the ~~original Bison Note~~Pac-Van acquisition (see Note ~~5), except that~~1).

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 10. Segment Reporting

The tables below represent the ~~maturity~~Company’s revenues from external customers, long-lived assets (consisting of ~~this second note is June 30, 2010.~~lease fleet and property, plant and equipment) and operating income as attributed to its two geographic locations (in thousands):

Revenues from external customers:

On May 2, 2008, the Company offered the holders of its 8,625,000 outstanding, publicly-traded Warrants and the 583,333 warrants issued to two executive officers (one of whom is also a director) the opportunity to exercise those warrants for a limited time at a reduced exercise price of $5.10 per warrant. The offer commenced on May 2, 2008 and will continue through May 30, 2008, unless extended or withdrawn. Warrants must be tendered prior to the expiration of the offer, and tenders of existing warrants may be withdrawn at anytime on or prior to the expiration of the offer. Withdrawn warrants will be returned to the holder in accordance with the terms of the offer. Upon termination of the offer, the original terms of the warrants will be reinstituted and the warrants will expire on April 5, 2010, unless earlier redeemed according to their original terms (see Note 3).


	Quarter EndedMarch 31,				Nine Months EndedMarch 31,
	2008		2009		2008			2009
			(Unaudited)
North America:
Sales	$	—	$	4,442	$	—		$	13,427
Leasing		—		11,415		—			23,843

		—		15,857		—			37,270

Asia-Pacific:
Sales		19,801		10,327		56,221	(a)		43,666
Leasing		8,849		8,271		22,539	(a)		27,773

		28,650		18,598		78,760	(a)		71,439

Total revenues	$	28,650	$	34,455	$	78,760		$	108,709


(a)		Includes sales and leasing revenues of $10,944 and $4,915, respectively, totaling $15,859, recognized by the Predecessor during the period July 1 to September 13, 2007.

Long-lived assets:


	June 30, 2008		March 31, 2009
			(Unaudited)
North America	$	74	$	116,921
Asia-Pacific		95,177		76,315

Total long-lived assets	$	95,251	$	193,236

Operating income (loss):


	Quarter EndedMarch 31,					Nine Months EndedMarch 31,
	2008			2009		2008			2009
				(Unaudited)
North America	$	(576	)	$	2,164	$	(1,629	)	$	5,158
Asia Pacific		4,146			3,089		9,874	(a)		7,097

Total operating income	$	3,570		$	5,253	$	8,245	(a)	$	12,255


(a)		Includes operating income of $1,530 recognized by the Predecessor during the period July 1 to September 13, 2007.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and the accompanying notes thereto, ~~for us and Royal Wolf,~~ which are included in our ~~Transition~~Annual Report on Form 10-K for the ~~six months~~fiscal year ended June 30, ~~2007 and in our post-effective amendment on Form S-1, both~~2008 filed with the Securities and Exchange ~~Commission;~~Commission (“SEC”); as well as the condensed consolidated financial statements included in this Quarterly Report on ~~form 10-Q.~~Form 10-Q and the definitive proxy materials filed with the SEC for the Special Meeting of Stockholders held on September 30, 2008. This Quarterly Report on Form 10-Q includes 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. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other ~~Securities and Exchange Commission~~SEC filings.

References in this Quarterly Report to “we”, “us”, or the “Company” are to General Finance Corporation (“GFN”) and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN North America Corp., a Delaware corporation (“GFNNA”); GFN Mobile Storage Inc., a Delaware corporation (“GFNMS”); GFN Australasia Holdings Pty Ltd., an Australian corporation (“GFN Holdings”); ~~and~~ GFN Australasia Finance Pty Ltd, an Australian corporation (“GFN Finance”); ~~and, as of September 13, 2007,~~ RWA Holdings Pty Limited (“RWA”), an Australian corporation, and its subsidiaries (collectively, “Royal Wolf”); and Pac-Van, Inc., an Indiana corporation (“Pac-Van”).

~~Business Overview~~

Background and Significant Acquisitions

We were incorporated in Delaware on October 14, 2005 in order to serve as a vehicle to effect a business combination with one or more operating ~~businesses.~~businesses in the rental services and specialty finance sectors. From inception through September 13, 2007, we did not have any business or operations and our activities were limited to raising capital in our initial public offering (the “IPO”) in April 2006, identifying an operating business to acquire, and negotiating and entering into an agreement to acquire Royal Wolf.

We issued 8,625,000 units in our IPO. Each unit consists of one share of our common stock and one warrant entitling the holder to purchase one share of our common stock at a price of $6.00. The public offering price of each unit was $8.00, and we generated gross proceeds of $69,000,000 in the IPO. Of the gross proceeds: (i) we deposited $65,000,000 into a trust account (the “Trust Account”), which amount included $1,380,000 of deferred underwriting fees; (ii) the underwriters received $3,450,000 as underwriting fees (excluding the deferred underwriting fees); and (iii) we retained $550,000 for offering expenses. In addition, we deposited into the Trust Account $700,000 that we received from the issuance and sale of 583,333 warrants to Ronald F. Valenta, a director and our Chief Executive Officer, and John O. Johnson, our Chief Operating Officer, prior to completion of the IPO. Stockholders holding the shares issued in connection with the IPO are referred to as “Public Stockholders.”

On September 13, 2007 (September 14 in Australia), we completed the acquisition of Royal Wolf through the acquisition of all of the outstanding shares of RWA. Royal Wolf is the leading provider in Australia and New Zealand of storage containers, portable container buildings and freight containers, which we refer to collectively as “storage container products.” Based upon the actual exchange rate of one Australian dollar to $0.8407 U.S. dollar realized in connection with payments made upon completion of the acquisition, the purchase price paid to the sellers for the RWA shares was $64.3 million, including deposits of $1,005,000 previously paid by us in connection with the acquisition. We paid the purchase price, less the deposits, by a combination of cash in the amount of $44.7 million plus the issuance to Bison Capital Australia, L.P. (“Bison Capital”), one of the sellers, of shares of common stock of GFN U.S., constituting 13.8% of the outstanding capital stock of GFN U.S. following the issuance; and the issuance of a note to Bison Capital. As a result of this structure, we own 86.2% of the outstanding capital stock of GFN U.S. and Bison Capital owns 13.8% of the outstanding capital stock of GFN U.S, which through its indirect subsidiary GFN Finance owns all of the outstanding capital stock of Royal Wolf.

We accounted for the acquisition of Royal Wolf as a “purchase.” Under the purchase method of accounting, we allocated the total purchase price to the net tangible assets and intangible assets acquired and liabilities assumed based on their respective fair values as of the date of acquisition. The excess of the purchase price over the net fair value of the assets acquired (including specifically identified intangible assets such as customer lists and non-compete covenants) was recorded as goodwill. See Note 1 of Notes to Condensed Consolidated Financial Statements.

All references to events or activities (other than equity-related) which occurred prior to the completion of the acquisition on September 13, 2007 (September 14 in Australia) relate to Royal Wolf, as the predecessor company (the “Predecessor”). All references to events or activities (other than equity-related) which occurred after the completion of the acquisition on September 13, 2007 (September 14 in Australia) relate to us, as the successor company (the “Successor”).

On October 1, 2008, we completed our acquisition of Pac-Van through a merger with Mobile Office Acquisition Corp. (“MOAC”), the parent of Pac-Van, and our wholly-owned subsidiary formed in July 2008, GFNNA. Pac-Van leases and sells modular buildings, mobile offices and storage container products in the United States. In addition to assuming Pac-Van’s long-term debt, we paid the purchase price to the stockholders of MOAC by a combination of $19.4 million in cash, 4,000,000 shares of GFN restricted common stock and a 20-month subordinated promissory note in the aggregate principal amount of $1.5 million bearing interest at 8% per annum. The note and 1,133,333 shares of our restricted common stock will secure the indemnification obligations for 20 months and 36 months, respectively. Among other things, we and the stockholders of MOAC entered into a stockholders agreement which provided registration rights which may be exercised after June 30, 2009.

Business Overview

Our strategy and business plan is to acquire and operate rental services and specialty finance businesses in North America, Europe and the Asia-Pacific area. We currently have two operating subsidiaries, Royal Wolf and Pac-Van, that lease and sell storage container products, ~~in Australia. We currently have approximately 200 employees~~modular buildings and ~~operate~~mobile offices through 18 customer service centers ~~located in every state in Australia. We are the only portable container lease and sales company represented in all major business centers~~(“CSCs”) in Australia, six CSCs in New Zealand and as such, we are the only storage container products company with a nationally integrated infrastructure and work force. We serve both small to mid-size retail customers and large corporate customers25 branch locations across 18 states in the ~~following sectors: road~~United States. As of March 31, 2009, we had 228 and ~~rail; moving~~202 employees and ~~storage; mining~~29,717 and ~~defense;~~11,726 lease fleet units in the Asia-Pacific area and ~~portable buildings. Historically,~~United States, respectively. We do business in two distinct, but related industries; modular space and mobile storage, which we collectively refer to as the “portable services industry.” Currently, only Pac-Van leases and sells modular space products. Prior to our acquisition of Pac-Van, our revenue mix ~~has been over 67%~~was approximately 70% sales and ~~under 33%~~30% leasing. ~~Generally, we consider~~However, during the nine months ended March 31, 2009 the mix was 53% sales and ~~leasing in our customer service centers as retail operations.~~

47% leasing.

Our products include the ~~following.~~following:

Modular Space

Modular Buildings. Also known as manufactured buildings, modular buildings provide customers with additional space and are often tailored specifically to satisfy the unique needs of the customer. Depending on the customer’s desired application, modular buildings can range in size from 1,000 to more than 30,000 square feet and may be highly customized.

Mobile Offices and Portable Container Buildings. Also known as trailers or construction trailers, mobile offices are re-locatable units with aluminum or wood exteriors on wood (or steel) frames on a steel carriage fitted with axles, allowing for an assortment of “add-ons” to provide comfortable and convenient temporary space solutions. We also offer portable container buildings, ground level offices (“GLO”), or office containers, which are either modified or specifically-manufactured shipping containers that are used as mobile offices; and in-plant units, which are manufactured structures that provide self-contained office space with maximum design flexibility.

Mobile Storage

Storage ~~Containers:~~ ~~We lease~~Containers.Storage containers generally consist of used shipping containers that have been purchased and ~~sell storage container products for on-site storage by retail outlets~~refurbished and ~~manufacturers, local councils~~provide a flexible, low cost alternative to warehousing, while offering greater security, convenience, and ~~government departments, farming and agricultural concerns, building and construction companies, clubs and sporting associations, mine operators and individual customers.~~immediate accessibility. Our ~~portable~~ storage products include general purpose dry storage containers, refrigerated containers and ~~hazardous goods~~specialty containers in a range of standard and modified sizes, designs and storage capacities. Specialty containers include blast-resistant units, hoarding units and hazardous-waste units. We also offer storage vans, also known as storage trailers or dock-height trailers.

~~Portable Container Buildings:~~ We lease and sell portable container buildings for use as site offices, housing accommodations and for other purposes. We entered the portable building market in August 2005 with 20’ and 40’ portable buildings manufactured from steel container platforms, which we market primarily to mine operators, construction companies and the general public.

Freight ~~Containers:~~ ~~We lease and sell freight~~Containers.Freight containers are specifically designed for transport of products by road and rail. ~~Customers include national moving and storage companies, distribution and logistics companies, domestic freight forwarders, transport companies, rail freight operators and the Australian military.~~ Our freight container products include curtain-side, refrigerated and bulk cargo containers, together with a range of standard and industry-specific dry freight containers.

On November 14, 2007, we, through GFN Finance and Royal Wolf, entered into a Business Sale Agreement dated November 14, 2007 (the “Business Sale Agreement”) with GE SeaCo Australia Pty Ltd. and GE SeaCo SRL. GE SeaCo Australia Pty Ltd is owned by GE SeaCo SRL, which is a joint venture between Genstar Container Corporation (a subsidiary of General Electric) and Sea Containers Ltd. Sea Containers Ltd. is in bankruptcy reorganization (collectively “GE SeaCo”). Pursuant to the Business Sale Agreement, on November 15, 2007, we purchased the assets of GE SeaCo used in its dry and refrigerated container business in Australia and Papua New Guinea for $17,850,000. With this purchase, we added 6,300 containers, of which approximately 4,600 units were leased. The Business Sale Agreement contains a three-year non-competition agreement from GE SeaCo and certain affiliates covering Australia and Papua New Guinea.

In connection with the asset purchase from GE SeaCo, we entered in a preferred supply agreement with GE SeaCo. Under the preferred supply agreement, GE SeaCo has agreed to sell to us, and we have agreed to purchase, all of GE SeaCo’s containers that GE SeaCo determines to sell, up to a maximum of 5,000 containers each year. The purchase price for the containers will be based on their condition and is specified in the agreement, subject to annual adjustment. In addition, we received a right of first refusal to purchase any additional containers that GE SeaCo desires to sell in Australia, New Zealand and Papua New Guinea. Either party may terminate the Agreement upon no less than 90 days’ prior notice at any time after November 15, 2012.

On February 29, 2008, we, through Royal Wolf, entered into an asset purchase agreement to acquire the dry and refrigerated container assets of Container Hire and Sales (“CHS”), located south of Perth, Australia for approximately $3.8 million. With this purchase, we added 630 storage containers, of which approximately 570 units are leased in the mining dominated Western Australia marketplace.

On April 30, 2008 (May 1, 2008 in New Zealand), we, through Royal Wolf, acquired RWNZ Acquisition Co. Limited and its wholly owned subsidiary, Royal Wolf Trading New Zealand (collectively “RWNZ”) for approximately $18.6 million. Through this acquisition, we acquired more than 5,800 storage containers, of which approximately 5,000 storage containers are in the leasing fleet at an approximately 86% utilization rate. Among other things, the acquisition agreement contains a three-year non-compete covenant under which the sellers agree not to sell or lease storage containers to retail customers in an area that includes New Zealand.

Results of Operations

Quarter Ended March 31, 2009 (“QE FY 2009”) Compared to Quarter Ended March 31, 2008 (“QE FY 2008”) ~~Compared to Quarter Ended March 31, 2007 (“QE FY 2007”)~~

The following ~~discussion~~ compares ~~the~~our QE FY ~~2007~~2009 results of operations ~~of Royal Wolf, as Predecessor, to those of the Company, as Successor, for~~with our QE FY ~~2008.~~

2008 results of operations.

22Revenues.Revenues totaled $34.5 million in QE FY 2009, representing an increase of $5.8 million, or 20.2%, from $28.7 million in QE FY 2008. The increase was primarily due to $15.8 million of revenues at Pac-Van, which we acquired on October 1, 2008, offset somewhat by a $10.0 million reduction, or 35%, in revenues in QE FY 2009 from QE FY 2008 at Royal Wolf.

~~Revenues.~~Sales ~~of containers~~ during QE FY ~~2008~~2009 amounted to ~~$19.8~~$14.7 million compared to ~~$14.1~~$19.8 million during QE FY ~~2007;~~2008; representing ~~an increase~~a decrease of ~~$5.7~~$5.1 million, or ~~40.4%~~25.8%. This ~~increase~~decrease was ~~mainly~~primarily due to ~~growth in revenues~~a decline at Royal Wolf of $9.5 million attributable to reduced sales from ~~sales of containers in~~ our retail operations at the CSCs of ~~$1.9~~$0.4 million, a reduction in sales of ~~$1.6~~$3.9 million in our national accounts group, or non-retail operations, and ~~$2.1~~a $5.2 million ~~due to favorable~~reduction as a result of unfavorable foreign exchange rates. The ~~$1.9~~$0.4 million ~~increase~~decrease in our retail operations consisted of ~~$0.3~~a decrease of $1.1 million due to ~~higher~~lower unit sales, ~~and $1.6~~substantially offset by a $0.7 million increase due to ~~price increases.~~higher prices. The ~~$1.6~~$3.9 million ~~increase~~decrease in our national accounts group operations consisted of ~~$4.4~~$4.7 million due to ~~higher~~lower unit sales, offset somewhat by ~~price reductions~~an increase of ~~$2.8 million.~~$0.8 million due to higher pricing. The decrease in total sales was offset by $4.4 million in sales recognized at Pac-Van during QE FY 2009.

Leasing ~~of container~~ revenues during QE FY ~~2008~~2009 amounted to ~~$8.8~~$19.7 million compared to ~~$5.8~~$8.8 million during QE FY ~~2007,~~2008, representing an increase of ~~$3.0~~$10.9 million, or ~~51.7%~~123.9%. The increase was primarily due to leasing revenues recognized at Pac-Van of $11.4 million, which had an average utilization rate of 72.6% during QE FY 2009. However, leasing revenues at Royal Wolf decreased slightly by $0.5 million, or 5.7%, in QE FY 2009 from QE FY 2008. This was driven by ~~favorable~~unfavorable foreign exchange rates of ~~$0.9 million,~~$1.8 million; offset somewhat by an increase of ~~$0.2~~$0.1 million due to growth in ~~our~~the average total number of units on lease per month in our portable container building business ~~which increased by 31.6% during QE FY 2008 compared to QE FY 2007;~~ and an increase of ~~$1.9~~$1.2 million due to growth in ~~our~~the average total number of units on lease per month in our ~~portable~~ storage container business, primarily as a result of ~~our acquisition of~~five acquisitions in the ~~assets of GE SeaCo in November 2007 and CHS in February~~Asia-Pacific area since March 2008. ~~Average~~At Royal Wolf, average utilization in ~~our~~the retail operations was 73.5% during QE FY 2009, as compared to 80.3% during QE FY ~~2008, as compared to 82.0% during QE FY 2007;~~2008; and ~~our~~ average utilization in ~~our~~the national accounts group operations was 76.6% during QE FY 2009, as compared to 87.7% during QE FY ~~2008,~~2008. Overall average utilization at Royal Wolf was 75.3% in QE FY 2009, as compared to ~~79.3% during QE FY 2007. Overall our average utilization was~~ 83.3% in QE FY ~~2008, as compared to 81.0% in QE FY 2007.~~

2008.

The average value of the ~~United States (“~~U.S.”) dollar against the Australian dollar ~~declined~~strengthened during QE FY ~~2008~~2009 as compared to QE FY ~~2007.~~2008. The average currency exchange rate of one Australian dollar during QE FY ~~2007~~2008 was ~~$0.78606~~$0.90493 U.S. dollar compared to ~~$0.90493~~$0.66566 U.S. dollar during QE FY ~~2008.~~2009. This fluctuation in foreign currency exchange rates resulted in ~~an increase~~a decrease to our ~~container~~ sales and leasing revenues at Royal Wolf of ~~$2.1~~$5.2 million and ~~$0.9~~$1.8 million, respectively, during QE FY ~~2008~~2009 compared to QE FY ~~2007;~~2008; representing ~~34.1% of the increase in total revenues; or 15.1%~~24.4% of total revenues in QE FY ~~2007.~~

2008.

Sales ~~of containers~~ and leasing revenues represented 43% and 57%, respectively, of ~~containers represented~~total revenues in QE FY 2009 and 69% and 31% ~~and 71% and 29%~~ of total revenues in QE FY 2008, ~~and~~respectively; the more favorable leasing revenue mix in QE FY ~~2007, respectively.~~2009 resulting primarily from our acquisition of Pac-Van.

Cost of Sales.Cost of sales ~~in our container sales business increased~~decreased by ~~$3.7~~$4.0 million to $12.4 million during QE FY 2009 compared to $16.4 million during QE FY ~~2008 compared to $12.7 million during QE FY 2007.~~2008. The ~~increase~~decrease was primarily due to foreign exchange translation effect of ~~$1.9~~$7.9 million; substantially offset by cost of sales incurred at Pac-Van of $3.2 million, ~~and~~as well as cost increases of ~~$1.2~~$0.2 million in our national account group operations and ~~$0.6~~$0.5 million in our retail ~~and national~~ operations ~~respectively.~~in the Asia-Pacific area. Our gross profit ~~margin~~percentage from sales revenues ~~improved~~deteriorated during QE FY ~~2008~~2009 to ~~17.4%~~approximately 16%, as compared to ~~10.0%~~approximately 17% during QE FY ~~2007~~2008, as a result of price ~~increases~~decreases and unfavorable product mix that resulted in a gross profit percentage of 11.8% in the Asia-Pacific area. This was substantially offset by the more favorable ~~product mix.~~gross profit percentage of 27.0% at Pac-Van during QE FY 2009.

Leasing, Selling and General Expenses.Leasing, selling and general expenses increased by ~~$1.9~~$6.5 million during QE FY ~~2008, or 41.3%,~~2009 to ~~$6.5~~$13.0 million from ~~$4.6~~$6.5 million during QE FY ~~2007.~~2008. This increase ~~includes approximately $0.6~~in QE FY 2009 from QE FY 2008 was comprised of $8.5 million ~~or 33.3% of the increase,~~ incurred at ~~GFN.~~Pac-Van, offset somewhat by a $2.0 million decrease at Royal Wolf. The following table provides more detailed information about the Royal Wolf operating expenses of $3.9 million in QE FY 2009 as compared to $5.9 million in QE FY ~~2008 as compared to $4.6 million~~2008:


	Quarter Ended March 31,
	2008		2009
	(in millions)
Salaries, wages and related	$	3.3	$	1.9
Share-based payments		—		0.1
Rent		0.1	��	0.1
CSC operating costs		1.1		0.8
Business promotion		0.2		0.2
Travel and meals		0.2		0.1
IT and telecommunications		0.2		0.2
Professional costs		0.4		0.2
Other		0.4		0.3


	$	5.9	$	3.9

Operating expenses at Royal Wolf decreased in QE FY ~~2007:~~

Quarter Ended March 31,

(In millions)

2007

2008

Salaries, wages and related $ 2.8 $ 3.3
Rent 0.1 0.1
Customer service center (“CSC”) operating costs 0.7 1.1
Business promotion 0.2 0.2
Travel and meals 0.1 0.2
IT and telecommunications 0.1 0.2
Professional costs 0.4 0.4
Other 0.2 0.4

$ 4.6 $ 5.9

~~The increase~~2009 from QE FY 2008 in absolute dollars and increased slightly as a percentage of revenues to 21.0% in QE FY ~~2008~~2009 from 20.6% in QE FY ~~2007~~2008; reflecting the effect of the lower revenues in ~~salaries, wages~~QE FY 2009 versus QE FY 2008 and ~~related~~the effectively proportionate offset of decreased payroll-related expenses ~~and CSC costs~~(as well as decreases in other operating expenses) as a result of ~~$0.5 million and $0.4 million, respectively, were due primarily to the increase in number of sales and marketing~~ personnel ~~as we continue to expand our infrastructure for growth.~~reductions at Royal Wolf. As a percentage of revenues, operating expenses at ~~Royal Wolf decreased to 20.6%~~Pac-Van were approximately 53% during QE FY 2009. Overall, total operating expenses as a percentage of revenues were 37.7% in QE FY ~~2008 from 23.1%~~2009, as compared to 22.6% in QE FY ~~2007.~~2008.

Depreciation and Amortization.Depreciation and amortization ~~expenses~~ increased by ~~$1.2~~$1.6 million to $3.9 million during QE FY 2009 from $2.3 million during QE FY ~~2008 compared to $1.1 million during QE FY 2007.~~2008. The increase was primarily ~~the result of~~due to adjustments to fair values of fixed assets and identifiable intangible assets as a result of ~~acquisitions. The~~the Pac-Van acquisition, as well as five other smaller acquisitions since March 2008. Depreciation and amortization ~~of identifiable intangible assets (customer lists and non-compete agreements) represented approximately $1.0~~at Pac-Van totaled $1.4 million ~~of this increase.~~during QE FY 2009.

Interest Expense. The increase in interest expense of ~~$1.1~~$0.9 million in QE FY 2009 to $3.3 million, as compared to $2.4 million in QE FY 2008, ~~as compared~~was due primarily to ~~QE FY 2007was due principally to an~~the increase in total long-term debt, which was ~~$40.7 million at December 31, 2006, $39.8 million at March 31, 2007, $69.2 million at December 31, 2007 and~~ $80.0 million at March 31, ~~2008.~~2008, and $191.3 million at March 31, 2009. The increase in total debt insince QE FY 2008 was due primarily to our acquisition of ~~CHS at~~Pac-Van and five other smaller acquisitions since March 2008, funded principally ~~Royal Wolf’s~~with borrowings under the senior credit facility with ~~Australian~~Australia and New Zealand Banking Group Limited (“ANZ”).

and the secured senior subordinated notes issued to Bison Capital; as well as the assumption of the senior credit facility with a syndication of four financial institutions led by LaSalle National Association (“LaSalle”) and the senior subordinated secured note payable to SPV Capital funding, L.L.C. (“SPV”) in connection with our acquisition of Pac-Van.

Income Taxes.Our effective income tax rate ~~decreased~~(which resulted in an income tax benefit) increased to ~~27.9%~~35.0% during QE FY 2009 from the QE FY 2008 effective rate of 27.9%, primarily as a result of ~~certain non-deductible amounts included in~~ the ~~QE FY 2007 for Australian~~favorable income tax ~~purposes being extinguished and~~impact of the amortization of goodwill acquired in acquisitions made in the Asia-Pacific area, which is deductible for U.S. income tax reporting ~~purposes being deductible in~~purposes.

Net Income.We had net income of $0.3 million during QE FY ~~2008.~~

~~Net Income.~~~~We had~~2009, as compared to net income of $0.8 million during QE FY 2008, ~~compared to net income of $0.2 million during QE FY 2007~~ primarily as a result of the unfavorable impact of the foreign currency exchange losses and increased ~~revenues from the sales and leasing of containers~~interest expense in QE FY ~~2008,~~2009 versus QE FY 2008; offset somewhat by ~~additional interest expense.~~the operating profit from Pac-Van, which we acquired on October 1, 2008.

Nine Months Ended March 31, ~~2008 (”~~2009 (“YTD FY ~~2008”~~2009”) Compared to Nine Months Ended March 31, ~~2007~~2008 (“YTD FY ~~2007”~~2008”)

We had no business or operations prior to our acquisition of Royal Wolf on September 13, 2007. Comparisons of our results of operations for YTD FY ~~2008~~2009 with YTD FY ~~2007~~2008 therefore are not particularly meaningful. We believe a more meaningful comparison is the results of our operations ~~of Royal Wolf~~ for YTD FY ~~2007~~2009 with the combined results of our operations and Royal Wolf during YTD FY 2008. To assist in this comparison, the following table sets forth condensed statements of operations for the following: (i) Royal Wolf, as Predecessor, for ~~YTD FY 2007 and for~~ the period July 1, 2007 to September 13, 2007; (ii) the Company, as Successor, for YTD FY 2008, which reflects the results of operations of Royal Wolf ~~and its subsidiaries~~ for the period September 14, 2007 through ~~March 31, 2008; and~~September 30, 2007; (iii) the combined results of operations of the Predecessor and the Successor for YTD FY ~~2008.~~2008; and (iii) the Company, as Successor, for YTD FY 2009. The combined YTD FY 2008 results do not reflect any adjustments for the purchase method of accounting in the Predecessor period and is presented for comparison purposes only.


	Predecessor			Successor			Combined			Successor
	Period from
	July 1 to
	September 13,			Nine Months Ended March 31,
	2007			2008			2008			2009
	(in thousands)
Revenues
Sales	$	10,944		$	45,277		$	56,221		$	57,093
Leasing		4,915			17,624			22,539			51,616

		15,859			62,901			78,760			108,709


Costs and expenses
Cost of sales		9,466			37,757			47,223			48,655
Leasing, selling and general expenses		4,210			13,595			17,805			36,638
Depreciation and amortization		653			4,834			5,487			11,161


Operating income		1,530			6,715			8,245			12,255

Interest income		14			1,194			1,208			244
Interest expense		(947	)		(4,385	)		(5,332	)		(13,388	)
Foreign currency exchange gain (loss) and other		(129	)		2,220			2,091			(12,575	)

		(1,062	)		(971	)		(2,033	)		(25,719	)


Income (loss) before provision for income taxes and minority interest		468			5,744			6,212			(13,464	)

Provision (benefit) for income taxes		180			1,837			2,017			(4,685	)

Minority interest		—			354			354			(3,017	)


Net income (loss)	$	288		$	3,553			3,841		$	(5,762	)

Predecessor

Successor

Combined

Nine Months

Period from

Nine Months

Nine Months

Ended

July 1 to

Ended

Ended

March 31,

September 13,

March 31,

March 31,

2007

2007

2008

2008

(In thousands)
Revenues

Sale of containers $ 37,441 $ 10,944 $ 45,277 $ 56,221
Leasing of containers 15,995 4,915 17,624 22,539
53,436 15,859 62,901 78,760

Costs and expenses

Cost of sales 33,094 9,466 37,757 47,223
Leasing, selling and general expenses 16,066 4,210 13,595 17,805
Depreciation and amortization 2,582 653 4,834 5,487

Operating income
1,694 1,530 6,715 8,245

Interest income 83 14 1,194 1,208
Interest expense (3,069 ) (947 ) (4,385 ) (5,332 )
Foreign currency exchange gain (loss) and other 230 (129 ) 2,220 2,091
(2,756 ) (1,062 ) (971 ) (2,033 )

Income (loss) before provision for income taxes and minority interest
(1,062 ) 468 5,744 6,212

Provision for income taxes 861 180 1,837 2,017

Minority interest — — 354 354

Net income (loss)
$ (1,923 ) $ 288 $ 3,553 $ 3,841
Revenues.Revenues totaled $108.7 million in YTD FY 2009, an increase of $29.9 million, or 37.9%, from $78.8 million in YTD FY 2008. The increase was primarily due to $37.2 million of revenues at Pac-Van, which we acquired on October 1, 2008, offset somewhat by a $7.4 million decrease, or 9.4%, in revenues in YTD FY 2009 from YTD FY 2008 at Royal Wolf.

~~Revenues.~~Sales ~~of containers~~ during YTD FY ~~2008~~2009 amounted to ~~$56.2~~$57.0 million compared to ~~$37.4~~$56.2 million during YTD FY ~~2007;~~2008; representing ana slight increase of ~~$18.8~~$0.8 million. The increase in total sales was primarily due to $13.4 million ~~or 50.3% .This~~in sales recognized at Pac-Van during YTD FY 2009, which benefited by a single sale of $4.5 million in December 2008. This increase was ~~mainly~~substantially offset by a reduction in sales at Royal Wolf primarily due to ~~growth in revenues from~~$10.5 million as a result of unfavorable foreign exchange rates and decreased sales of ~~containers in our retail operations of $8.0 million, sales of $5.3~~$3.9 million in our national accounts group, or non-retail operations; offset somewhat by increased sales from our retail operations ~~and $5.3 million due to favorable foreign exchange rates.~~at the CSCs of $1.8 million. The ~~$8.0~~$1.8 million increase in our retail operations consisted of ~~$4.5~~$3.3 million ~~due to higher unit sales and $3.5 million due to price increases. The $5.3 million increase in our national accounts group operations consisted of $6.9 million due to~~from higher unit sales, offset somewhat by ~~price reductions of $1.6 million.~~a $1.5 million reduction due to lower prices.

Leasing ~~of container~~ revenues during YTD FY ~~2008~~2009 amounted to ~~$22.5~~$51.6 million compared to ~~$16.0~~$22.5 million during YTD FY ~~2007,~~2008, representing an increase of ~~$6.5~~$29.1 million, or ~~40.6%~~129.3%. The increase was primarily due to leasing revenues recognized at Pac-Van of $23.8 million, which had a utilization rate of 72.8% at March 31, 2009. In addition, leasing revenues at Royal Wolf increased by $5.2 million, or 23.1%, in YTD FY 2009 from YTD FY 2008. This was driven by ~~favorable foreign exchange rates of $2.3 million,~~ an increase of ~~$1.0~~$1.2 million due to growth in ~~our~~the average total number of units on lease per month in our portable container building business ~~which increased by 54.1% during YTD FY 2008 compared to YTD FY 2007;~~ and an increase of ~~$3.2~~$7.5 million due to growth in ~~our~~the average total number of units on lease per month in our ~~portable~~ storage container business, primarily as a result of ~~our acquisition~~five acquisitions in the Asia-Pacific area since March 2008; offset somewhat by unfavorable foreign exchange rates of ~~the assets of GE SeaCo in November 2007 and CHS in February 2008. Average~~$3.5 million. At Royal Wolf, average utilization in ~~our~~the retail operations was 78.5% during YTD FY 2009, as compared to 82.8% during YTD FY ~~2008, as compared to 83.6% during YTD FY 2007;~~2008; and ~~our~~ average utilization in ~~our~~the national accounts group operations was 76.3% during YTD FY 2009, as compared to 81.4% during YTD FY ~~2008,~~2008. Overall average utilization at Royal Wolf was 77.4% in YTD FY 2009, as compared to ~~77.0% during YTD FY 2007. Overall our average utilization was~~ 82.6% in YTD FY ~~2008, as compared to 81.0% in YTD FY 2007.~~

2008.

The average value of the U.S. dollar against the Australian ~~declined~~dollar strengthened during YTD FY ~~2008~~2009 as compared to YTD FY ~~2007.~~2008. The average currency exchange rate of one Australian dollar during YTD FY ~~2007~~2008 was ~~$0.77101~~$0.88084 U.S. dollar compared to ~~$0.88084~~$0.74406 U.S. dollar during YTD FY ~~2008.~~2009. This fluctuation in foreign currency exchange rates resulted in ~~an increase~~a decrease to our ~~container~~ sales and leasing revenues at Royal Wolf of ~~$5.3~~$10.5 million and ~~$2.3~~$3.5 million, respectively, during YTD FY ~~2008~~2009 compared to YTD FY ~~2007;~~2008; representing ~~30.0% of the increase in total revenues; or 14.2%~~17.8% of total revenues in YTD FY ~~2007.~~

2008.

Sales ~~of containers~~ and leasing revenues represented 53% and 47% of ~~containers represented~~total revenues in YTD FY 2009 and 71% and 29% ~~and 70% and 30%~~ of total revenues in YTD FY 2008, ~~and~~respectively; the more favorable leasing revenue mix in YTD FY ~~2007, respectively.~~2009 resulting primarily from our acquisition of Pac-Van.

Cost of Sales.Cost of sales ~~in our container sales business~~ increased by ~~$14.1~~$1.5 million to $48.7 million during YTD FY 2009 from $47.2 million during YTD FY ~~2008 compared to $33.1 million during YTD FY 2007.~~2008. The increase was primarily due to cost of sales incurred at Pac-Van of $10.0 million and cost increases of $2.9 million in our retail operations and $0.4 million in the national account group operations in the Asia-Pacific area; offset somewhat by foreign exchange translation effect of ~~$4.2 million and cost increases of $5.6 million and $4.3 million in our retail and national operations, respectively.~~$11.8 million. Our gross profit ~~margin~~percentage from sales revenues ~~improved~~deteriorated during YTD FY ~~2008~~2009 to ~~16.0%~~approximately 15% compared to ~~11.6%~~approximately 16% during YTD FY ~~2007~~2008 as a result of price ~~increases~~decreases and unfavorable product mix that resulted in a gross profit percentage of 11.4% in the Asia-Pacific area. This was offset by the more favorable ~~product mix.~~gross profit percentage of 25.8% at Pac-Van during YTD FY 2009.

Leasing, Selling and General Expenses.Leasing, selling and general expenses increased by ~~$1.7million, or 10.6%, during YTD FY 2008 to $17.8 million from $16.1~~$18.8 million during YTD FY ~~2007.~~2009 to $36.6 million from $17.8 million during YTD FY 2008. This increase ~~includes approximately $1.6~~included $17.5 million ~~or 94.1% of the increase,~~ incurred at ~~GFN.~~Pac-Van and an approximately $0.2 increase at GFN, which incurred $1.9 million during YTD FY 2009 as compared to $1.7 million in YTD FY 2008. The following table provides more detailed information about the Royal Wolf operating expenses of $17.3 million in YTD FY 2009 as compared to $16.2 million in YTD FY ~~2008 as compared to $16.1~~2008:


	Nine Months Ended March 31,
	2008		2009
	(in millions)
Salaries, wages and related	$	9.2	$	9.0
Share-based payments		—		0.3
Rent		0.3		0.3
CSC operating costs		2.8		3.4
Business promotion		0.7		0.9
Travel and meals		0.7		0.7
IT and telecommunications		0.6		0.6
Professional costs		1.2		1.2
Other		0.7		0.9


	$	16.2	$	17.3

Operating expenses at Royal Wolf increased by $1.1 million, or 6.8%, in YTD FY ~~2007:~~

Nine Months Ended March 31,

2007

2008

(In millions)
Salaries, wages and related $ 10.6 $ 9.2
Rent 0.3 0.3
CSC operating costs 1.9 2.8
Business promotion 0.6 0.7
Travel and meals 0.5 0.7
IT and telecommunications 0.3 0.6
Professional costs 1.1 1.2
Other 0.8 0.7

$ 16.1 $ 16.2

2009 from YTD FY ~~2007 salaries, wages and related expenses include~~2008. As a ~~shared-based payment expense~~percentage of ~~approximately $3.0 million~~revenues, it increased to recognize the full vesting of options as a result of the realization event on the purchase of approximately 80% of RWA by Bison Capital in March 2007. The increase (not including the share-based payment expense)24.2% in YTD FY ~~2008~~2009 from 20.6% in YTD FY 2008; reflecting primarily the effect of the lower revenues at Royal Wolf in YTD FY 2009 from YTD FY 2007 in salaries, wages and related expenses and CSC costs of $1.5 million and $0.9 million, respectively, were primarily due to the increase in number of sales and marketing personnel as we continue to expand our infrastructure for growth.2008. As a percentage of revenues, operating expenses at ~~Royal Wolf decreased to 20.6%~~Pac-Van were approximately 47% during YTD FY 2009. Overall, total operating expenses as a percentage of revenues were 33.7% in YTD FY ~~2008 from 30.1% (24.3% not including the share-based payment expense)~~2009, as compared to 22.6% in YTD FY ~~2007.~~2008.

Depreciation and Amortization.Depreciation and amortization ~~expenses~~ increased by ~~$2.9~~$5.7 million to $11.2 million during YTD FY 2009 from $5.5 million during YTD FY ~~2008 compared to $2.6 million during YTD FY 2007.~~2008. The increase was primarily ~~the result of~~due to adjustments to fair values of fixed assets and identifiable intangible assets as a result of ~~acquisitions. The~~the Pac-Van acquisition, as well as five other smaller acquisitions since March 2008. Depreciation and amortization ~~of identifiable intangible assets (customer lists and non-compete agreements) represented approximately $2.2~~at Pac-Van totaled $1.4 million ~~of this increase.~~

~~Interest Income.~~ ~~We had interest income earned on marketable securities held in the Trust Account of $1.0 million in~~during YTD FY ~~2008.~~2009.

Interest Expense. The increase in interest expense of ~~$2.2~~$8.1 million in YTD FY ~~2008~~2009 to $13.4 million, as compared to ~~YTD FY 2007 was due principally to an increase in total long-term debt, which was $33.7~~$5.3 million ~~at June 30, 2006, $39.8 million at March 31, 2007, $44.2 million at June 30, 2007 and $80.0 million at March 31, 2008. The increase in total debt~~ in YTD FY 2008, was due primarily to the increase in total long-term debt; which was $80.0 million at March 31, 2008 and $191.3 million at March 31, 2009, and an unrealized loss on interest rate swap and option contracts totaling $2.8 million. The increase in total debt since YTD FY 2008 was due primarily to our acquisition of Pac-Van and five other smaller acquisitions ~~of Royal Wolf, GE SeaCo and CHS at~~since March 2008, funded principally ~~Royal Wolf’s~~with borrowings under the senior credit facility with ANZ and the secured senior subordinated ~~note in the amount of $16.8 million~~notes issued to Bison ~~Capital.~~Capital; as well as the assumption of the senior credit facility with a syndication of four financial institutions led by LaSalle and the senior subordinated secured note payable to SPV in connection with our acquisition of Pac-Van.

Foreign Currency Exchange. ~~As a result of the acquisition of Royal Wolf, we now~~We have certain U.S. dollar-denominated debt at Royal Wolf, including intercompany borrowings, which are remeasured at each financial reporting date with the impact of the remeasurement being recorded in our consolidated statements of operations. ~~We had foreign currency~~Unrealized gains and losses resulting from such remeasurement due to changes in the Australian exchange rate to the U.S. dollar could have a significant impact in our reported results of operations, as well as any realized gains and losses from the payments on such U.S. dollar-denominated debt and intercompany borrowings. As noted above, the average value of ~~approximately $2.0 million in YTD FY 2008 because~~the U.S. dollar against the Australian dollar strengthened ~~against the U.S. dollar~~ during YTD FY ~~2008~~2009 as compared to YTD FY ~~2007. Effective~~2008 and, in addition, the U.S. dollar strengthened against the Australian dollar from June 30, 2008 to March 31, 2009. The currency exchange rate of one Australian dollar at June 30, 2008 was $0.9615 U.S. dollar compared to $0.6835 U.S. dollar at March 31, 2009. In addition, we incurred a significant realized exchange loss of $2.8 million as a result of Royal Wolf’s repayment of intercompany advances totaling $21.5 million in September 2008. We advanced $20.0 million of the proceeds received from our warrant exercise program in May 2008 to Royal Wolf for the temporary reduction of long-term borrowings prior to the ultimate use of these proceeds in the acquisition of Pac-Van on October 1, ~~2007, the~~2008. In YTD FY 2009, unrealized and realized foreign exchange ~~effect of the principal balance of the U.S. dollar-denominated intercompany borrowings are now included~~losses totaled $10.7 million and $3.4 million, respectively. These foreign exchange losses were somewhat offset in ~~accumulated other comprehensive income since we do not expect repayment in the foreseeable future.~~YTD FY 2009 by unrealized gains on forward currency exchange contracts, which totaled $1.5 million.

Income Taxes.Our effective income tax rate ~~decreased~~(which resulted in an income tax benefit) increased to ~~32.5%~~34.8% during YTD FY 2009 from the YTD FY 2008 effective rate of 32.5%, primarily as a result of ~~certain non-deductible amounts included in~~ the ~~YTD FY 2007 for Australian~~favorable income tax ~~purposes being extinguished and~~impact of the amortization of goodwill acquired in acquisitions made in the Asia-Pacific area, which is deductible for U.S. income tax reporting ~~purposes being deductible in~~purposes.

Net Income.We had a net loss of $5.8 million during YTD FY ~~2008.~~

~~Net Income.~~~~We had~~2009, as compared to net income of $3.8 million during YTD FY 2008, ~~compared to a net loss of $1.9 million during YTD FY 2007~~ primarily as a result of ~~increased revenues from~~ the ~~sales and leasing of containers in QE FY 2008, the fact that QE FY 2007 included share-based expense of $2.9 million and the favorable~~unfavorable impact of the foreign currency exchange ~~gain,~~losses and increased interest expense YTD FY 2009 versus YTD FY 2008; offset somewhat by ~~increased interest expense.~~the operating profit from Pac-Van, which we acquired on October 1, 2008.

Measures not in Accordance with Generally Accepted Accounting Principles in the United States (“GAAP”)

Earnings before interest, income taxes, depreciation and amortization and other non-operating costs (“EBITDA”) and adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with GAAP. These measures are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, income from operations or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating, investing or financing activities as a measure of liquidity.

EBITDA is a non-GAAP measure. We calculate adjusted EBITDA by adjusting EBITDA to eliminate the impact of certain items we do not consider to be indicative of the performance of our ongoing operations. You are encouraged to evaluate each adjustment and whether you consider each to be appropriate. In addition, in evaluating EBITDA and adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of EBITDA and adjusted EBITDA. Our presentation of EBITDA and adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. We present EBITDA and adjusted EBITDA because we consider them to be important supplemental measures of our performance and because they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry, many of which present EBITDA and adjusted EBITDA when reporting their results.

EBITDA and adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because of these limitations, EBITDA and adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business or to reduce our indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and adjusted EBITDA only supplementally. The following table shows our EBITDA and adjusted EBITDA, and the reconciliation from operating income (loss):


	Successor
	Quarter Ended March 31,
	2008		2009
	(in thousands)
Operating income	$	3,570	$	5,253
Add — depreciation and amortization		2,251		3,882

EBITDA		5,821		9,135
Add —
Share-based compensation expense		206		180

Adjusted EBITDA	$	6,027	$	9,315

Predecessor

Successor

Quarter Ended

Quarter Ended

March 31,

March 31,

2007

2008

(In thousands)
Operating income $ 1,497 $ 3,570
Add - depreciation and amortization 1,058 2,251
EBITDA
2,555 5,821
Add -
Stock-based compensation — 206
Contributed services — 73
Adjusted EBITDA
$ 2,555 $ 6,100


	Predecessor		Successor		Combined		Successor
	Period from
	July 1 to
	September 13,		Nine Months Ended March 31,
	2007		2008		2008		2009
	(in thousands)
Operating income	$	1,530	$	6,715	$	8,245	$	12,255
Add — depreciation and amortization		653		4,834		5,487		11,161

EBITDA		2,183		11,549		13,732		23,416
Add —
Share-based compensation expense		—		282		282		656

Adjusted EBITDA	$	2,183	$	11,831	$	14,014	$	24,072

Liquidity and Financial Condition

Cash Flow for YTD FY 2009 Compared to YTD FY 2008

Our principal source of capital for operations consists of funds available from the senior secured credit facility with ~~ANZ.~~ANZ and the senior secured credit facility led by LaSalle. We also finance a smaller portion of capital requirements through finance leases and lease-purchase contracts, have a $1.0 million line of credit with Union Bank of California, N.A and have outstanding senior subordinated notes with Bison ~~Capital. Prior to September 2007, we had an unsecured limited recourse revolving line of credit from Ronald F. Valenta, our Chief Executive Officer.~~Capital and SPV. Supplemental information pertaining to our combined sources and uses of cash is presented in the table below.


	Predecessor			Successor			Combined			Successor
	Period from
	July 1 to
	September 13,			Nine Months Ended March 31,
	2007			2008			2008			2009
	(in thousands)
Net cash provided (used) by operating activities	$	4,294		$	(6,889	)	$	(2,595	)	$	9,636


Net cash used by investing activities	$	(3,078	)	$	(97,297	)	$	(100,375	)	$	(64,682	)


Net cash provided (used) by financing activities	$	(1,807	)	$	35,821		$	34,014		$	52,847

Operating activities.Our operations ~~used~~provided net cash flow of $9.6 million during YTD FY 2009, as compared to using net cash flow of $2.6 million during YTD FY ~~2008, as compared to providing net~~2008. The significant increase in operating cash ~~flow~~flows of ~~$3.5~~$12.2 million ~~during~~in YTD FY ~~2007,~~2009 from YTD FY 2008 was, despite the net loss of $5.8 million, primarily due to non-cash adjustments of unrealized losses on foreign exchange and forward exchange contracts and interest rate swaps and options of $9.2 million and $2.8 million, respectively; as well as depreciation and amortization of $11.2 million. This compares to unrealized gains on foreign exchange and forward exchange contracts and interest rate swaps and options aggregating to $0.2 million and depreciation and amortization of $5.5 million in YTD FY 2008. These non-cash adjustments in YTD FY 2009 more than offset the other adjustments and uses of cash, including the realized foreign exchange losses of $3.4 million incurred primarily as a result of ~~the increase in our receivables and inventory levels to meet the anticipated growth in sales of our containers.~~Royal Wolf repaying intercompany advances totaling $21.5 million.

Investing Activities.Net cash used by investing activities was $64.7 million for YTD FY 2009, as compared to $100.4 million for YTD FY 2008. In YTD FY 2008, ~~as compared~~cash of $91.0 million was used to ~~$16.4~~acquire Royal Wolf and two other smaller acquisitions, while in YTD FY 2009 we used $45.9 million to acquire Pac-Van and $2.3 million for YTD FY 2007. The increase in the use of cash was primarily the result of the acquisitions of Royal Wolf, which used $69.3 million, GE SeaCo, which used $17.9 million, and CHS, which used $3.8 million.two other small acquisitions. Net capital expenditures for our lease fleet were $14.1 million in YTD FY 2009 and $8.9 million in YTD FY ~~2008~~2008. Purchases of property, plant and ~~15.2~~equipment were $2.5 million in YTD FY ~~2007. Capital expenditures for our lease fleet are primarily due to continued demand for our products, requiring us to purchase~~2009 and ~~refurbish more containers and portable buildings with the growth of our business.~~were $0.3 million in YTD FY 2008. The amount of cash that we use during any period in investing activities is almost entirely within management’s discretion. Other than ~~the~~a preferred supply agreement, ~~with GE SeaCo discussed in Note 10 of Notes to Condensed Consolidated Financial Statements,~~ which ~~has favorable pricing but~~ does not have a minimum purchase commitment, but does require us to purchase up to 5,000 containers if offered to us; and the put and call options pertaining to Bison Capital’s minority interest of 13.8% in GFN U.S., we have no significant long-term contracts or other arrangements pursuant to which we ~~are~~may be required to purchase at a predetermined price or a minimum amount of goods or services in connection with any portion of our business.

Reference is made to Note 8 of Notes to Condensed Consolidated Financial Statements for a further discussion of our commitments and contingencies.

Financing Activities.Net cash provided by financing activities was $52.8 million during YTD FY 2009, as compared to $34.0 million during YTD FY ~~2008, as compared to $13.9 million during~~2008. In YTD FY ~~2007. On September 14, 2007,~~2008, we used $2.4 million to fully repay the line of credit with ~~Mr. Valenta. In addition, in September 2007, we~~Ronald Valenta, our Chief Executive Officer, and paid $6.4 million to our stockholders electing to convert their shares of common stock into cash. Net long-term borrowings, primarily under the ANZ senior credit facility ~~finance leasing activities~~ and the Bison secured senior subordinated ~~note~~notes, totaled ~~$29.5~~$25.4 million in YDYTD FY ~~2008,~~2009, as compared to net borrowings of ~~$5.0~~$37.7 million in YTD FY ~~2007.~~2008. In addition, net proceeds received from the issuances of our common and preferred stock totaled $26.9 million in YTD FY 2009. These proceeds from our capital issuances and net borrowings were used together with cash flow generated from operations to primarily fund the acquisition of Pac-Van, as well as for two small acquisitions and the expansion of our ~~container~~ lease ~~fleet.~~fleet during YTD FY 2009.

Financial Condition

Inventories ~~increased~~decreased from ~~$5.5 million at June 30, 2007 to~~ $20.7 million at March 31, 2008 ~~primarily~~ to meet the anticipated growth in sales of our containers and from the acquisition of GE SeaCo. In addition, during FY 2008, we commenced recording purchases of containers directly into inventory rather than initially into fixed assets; which increased the inventory balance by approximately $3.0$19.8 million at March 31, ~~2008~~2009, despite the acquisitions of Pac-Van (which added $6.0 million in inventories at March 31, 2009) and our New Zealand operations. Trade receivables increased to $25.2 million at March 31, 2009 from ~~June 30, 2007.~~

$20.1 million at March 31, 2008; however, there has not been a significant deterioration in receivable aging. Effective asset management is a significant focus for us, particularly in this current economic environment, as we strive to reduce inventory levels and continue to apply appropriate credit and collection controls to maintain and enhance cash flow and profitability.

Property, plant and equipment increased from ~~$2.7 million at June 30, 2007 to~~ $4.6 million at March 31, 2008 to $9.8 million at March 31, 2009, primarily as a result of our acquisition of Pac-Van.

Our total lease fleet increased from $72.0 million at March 31, 2008 to $183.5 million at March 31, 2009, primarily due to ~~the step-up to fair value~~our acquisition of Pac-Van and five other smaller acquisitions since March 2008. At March 31, 2009, we had 41,443 units (16,691 units in retail operations in Australia, 8,392 units in national account group operations in Australia, 4,634 units in New Zealand, which are considered retail; and 11,726 units in the ~~basis of~~United States) in our lease fleet, as compared to 24,271 units (14,921 units in retail operations and 9,350 units in national account group operations, all in Australia) at March 31, 2008. At those dates, 29,692 units (12,029 in retail operations in Australia, 5,800 in national account group operations in Australia, 3,677 units in New Zealand, which are considered retail; and 8,186 units in the ~~fixed~~United States) and 19,680 units (11,771 in retail operations and 7,909 in national account group operations, all in Australia) were on lease, respectively.

Intangible assets increased from $59.8 million at March 31, 2008 to $96.6 million at March 31, 2009, as a result of the purchase accounting adjustments in connection with our acquisition of ~~Royal Wolf.~~

~~Our total container for lease fleet increased from $40.9 million at June 30, 2007 to $72.0 million at~~Pac-Van and five other smaller acquisitions since March 31, 2008, primarily due to the step-up to fair value in the basis of the containers as a result of the purchase accounting adjustments in connection with our acquisition of Royal Wolf, to meet the demand of increased leasing utilization, and as a result of the acquisitions of GE SeaCo and CHS. At March 31, 2008, we had 24,271 units (14,921units in retail operations and 9,350 units in national account group operations) in our container lease fleet, as compared to 15,948 units (11,104 units in retail operations and 4,844 units in national account group operations) at June 30, 2007. At those dates, 19,680 units (11,771 in retail operations and 7,909 in national account group operations) and 13,055 units (9,180 in retail operations and 3,875 in national account group operations) were on lease, respectively.2008.

Intangible assets increased from $4.1 million at June 30, 2007 to $59.8 million at March 31, 2008 as a result of the purchase accounting adjustments in connection with our acquisitions of Royal Wolf, GE SeaCo and CHS.

Long-term debt, including current portion, increased from ~~$44.2 million at June 30, 2007 to~~ $80.0 million at March 31, 2008 to $191.3 million at March 31, 2009, primarily due to the acquisition of Pac-Van and five other smaller acquisitions since March 2008, and the expansion of ~~Royal Wolf, GE SeaCo and CHS.~~our lease fleet. These acquisitions and capital expenditures were funded in large part by issuances of our common and preferred stock, borrowings on the ~~Royal Wolf’s~~ANZ senior credit facility ~~with ANZ~~ and the issuance of ~~the~~a secured senior subordinated note ~~in the amount of $16.8 million~~ to Bison ~~Capital. See~~Capital; as well as the assumption of the LaSalle senior credit facility and the senior subordinated note payable to SPV. Reference is made to Note 53 of Notes to Condensed Consolidated Financial Statements for further discussion of our long-term debt.

We believe that ~~our cash on-hand~~available capital resources and cash flow expected to be provided by operations will be adequate in the foreseeable future to cover our working capital, ~~and~~ debt service requirements and a certain portion of our planned capital expenditures, to the extent such items are known or are reasonably determinable, based on current business and market conditions. We expect to finance our capital expenditure requirements primarily under our ANZ and LaSalle senior credit ~~facility or through capital lease agreements. We~~facilities at Royal Wolf and Pac-Van, respectively. While activity has been curtailed in this area, we continually evaluate potential ~~acquisitions. We~~acquisitions and expect that any future acquisitions, particularly in the U.S., will be funded through cash flow provided by operations ~~by additional borrowings under our ANZ credit facility~~ and by ~~proceeds received~~available borrowing capacity. We are also evaluating sources of additional capital and sources of funding that will enable us to exercise our call option for Bison Capital’s minority interest in ~~our offering~~GFN U.S. prior to September 2009 and to assist Royal Wolf in making a U.S.-denominated principal payment of $5.5 million due Bison Capital in June 2010. Reference is made to “Part II. Other Information — Item 1A. Risk Factors” for a ~~reduced exercise price to our publicly-traded and certain privately-placed warrants for conversion into common stock through May 30, 2008 (see Note 12~~discussion of ~~Notes to Condensed Consolidated Financial Statements).~~the current global economic environment.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Seasonality

~~Seasonality~~

Although demand from certain specific customer segments can be seasonal, our operations as a whole are not seasonal to any significant extent. We experience a reduction in sales volumes at Royal Wolf during Australia’s summer holiday break from mid-December to the end of January, followed by February being a short working day month. However, this reduction in sales typically is counterbalanced by the increased lease revenues derived from the relocations industry, which experiences its seasonal peak of personnel relocations during this same summer holiday break. Demand from some of Pac-Van’s customers can be seasonal, such as in the construction industry, which tends to increase leasing activity in the first and fourth quarters; while customers in the retail industry tend to lease more units in the second quarter.

Impact of Inflation

We believe that inflation has not had a material effect on our business.

However, during periods of rising prices and, in particular when the prices increase rapidly or to levels significantly higher than normal, we may incur significant increases in our operating costs and may not be able to pass price increases through to our customers in a timely manner, which could harm our future results of operations.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we re-evaluate all of our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions as additional information becomes available in future periods. We believe the following are the more significant judgments and estimates used in the preparation of our ~~condensed~~ consolidated financial statements.

We are required to estimate the collectability of our trade receivables. Accordingly, we maintain allowances for doubtful accounts for estimated losses that may result from the inability of our customers to make required payments. On a recurring basis, we evaluate a variety of factors in assessing the ultimate realization of these receivables, including the current credit-worthiness of our customers, its days outstanding trends, a review of historical collection results and a review of specific past due receivables. If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required, resulting in decreased net income. To date, uncollectible accounts have been within the range of our expectations.

We lease and sell storage container products, modular buildings and mobile offices to our customers. Leases to customers are generally short-term, which qualify as operating leases. The aggregate lease payments are generally less than the purchase price of the equipment. Revenue is recognized as earned in accordance with the lease terms established by the lease agreements and when collectability is reasonably assured. Revenue from sales of equipment is recognized upon delivery and when collectability is reasonably assured.

We have a fleet of storage containers, mobile offices, modular buildings and steps that we lease to customers under operating lease agreements with varying terms. The lease fleet (or lease or rental equipment) is recorded at cost and depreciated on the straight-line basis over the estimated useful life (10 — 20 years), after the date the units are put in service, and are depreciated down to their estimated residual values (0% — 70% of cost). In our opinion, estimated residual values are at or below net realizable values. We continue to evaluate these depreciation policies as more information becomes available from other comparable sources and our own historical experience.

For the issuances of stock options, we follow the fair value provisions of Statement of Financial Accounting Standards (“SFAS”) ~~SFAS~~ No. 123R,Share-Based ~~Payment.~~Payment. SFAS No. 123R requires recognition of employee share-based compensation expense in the statements of income over the vesting period based on the fair value of the stock option at the grant date. The pricing model we use for determining fair values of the purchase option ~~and the embedded derivative~~ is the ~~Black Scholes~~Black-Scholes Pricing Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates, market prices and volatilities. Selection of these inputs involves management’s judgment and may impact net income. In particular, the Company uses volatility rates based upon a sample of comparable companies in ~~Royal Wolf’s~~the Company’s industry and a risk-free interest rate, which is the rate on ~~U. S.~~U.S. Treasury instruments, for a security with a maturity that approximates the estimated remaining expected term of the ~~derivative.~~stock option.

We account for goodwill in accordance with SFAS No. 142,Goodwill and Other Intangible Assets. SFAS No. 142 prohibits the amortization of goodwill and intangible assets with indefinite lives and requires these assets be reviewed for impairment at least annually. We will test goodwill for impairment using the two-step process prescribed in SFAS No. 142. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. We have determined that no impairments related to goodwill and indefinite-lived intangible assets exist as of March 31, 2009.

Other intangible assets with finite useful lives consist primarily of customer lists and non-compete agreements. Customer lists and non-compete agreements are amortized on the straight-line basis over the expected period of benefit which range from one to ten years. Costs to obtaining long-term financing are deferred and amortized over the term of the related debt using the straight-line method. Amortizing the deferred financing costs using the straight-line method does not produce significantly different results than that of the effective interest method.

In preparing our ~~condensed~~ consolidated financial statements, we recognize income taxes in each of the jurisdictions in which we operate. For each jurisdiction, we estimate the actual amount of taxes currently payable or receivable as well as deferred tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefits will not be realized. In determining the amount of the valuation allowance, we consider estimated future taxable income as well as feasible tax planning strategies in each jurisdiction. If we determine that we will not realize all or a portion of our deferred tax assets, we will increase our valuation allowance with a charge to income tax expense or offset goodwill if the deferred tax asset was acquired in a business combination. Conversely, if we determine that we will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced with a credit to income tax expense except if the valuation allowance was created in conjunction with a tax asset in a business combination. No valuation allowance has been determined to be required as of March 31, 2009.

We have adopted FASB Interpretation No. 48, ~~(FIN 48),~~Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109~~, effective January 1, 2007.~~(“FIN 48”). For a discussion of the impact of the adoption of FIN 48, ~~see~~reference is made to Note 2 of Notes to ~~the~~ Condensed Consolidated Financial Statements.

~~There have been no other significant changes in our critical accounting policies, estimates and judgments during the quarter ended March 31, 2008.~~

Impact of Recently Issued Accounting Pronouncements

Reference is made to Note 2 of Notes to Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements that could potentially impact us.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges ~~commodity prices, equity prices,~~ and other market-driven rates or prices.

~~Credit Risk.~~ It is our policy that all customers who wish to purchase or lease containers on credit terms are subject to credit verification procedures and the Company will agree to terms with customers believed to be creditworthy. In addition, receivable balances are monitored on an ongoing basis with the result that our exposure to bad debts is not significant. For transactions that are not denominated in the measurement currency of the relevant operating unit, we do not offer credit terms without the specific approval of the Head of Credit in Australia. With respect to credit risk arising from the other financial assets, which comprise cash and cash equivalents, available-for-sale financial assets and certain derivative instruments, our exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. As the counter party for derivative instruments is nearly always a bank, we have assessed this as a low risk. In our opinion, we have no significant concentrations of credit risk.

~~Interest Rate Risk.~~ Our exposure to market risk for changes in interest rates relates primarily to long-term debt obligations. Our policy is to manage interest cost using a mix of fixed and variable rate debt. To manage this mix in a cost-efficient manner, we enter into interest rate swaps, in which we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. These swaps are designated to hedge changes in the interest rate of our commercial bill liability. The secured loan and interest rate swap have the same critical terms, including expiration dates. We believe that financial instruments designated as interest rate hedges are highly effective. However, documentation of such as required by SFAS No. 133, ~~Accounting for Derivative Instruments and Hedging Activities~~ ~~does not exist. Therefore, all movements in the fair values of these hedges are taken directly to statement of operations.~~

~~Foreign currency risk.~~ ~~We have transactional~~currency exposure. Such exposure arises from sales or purchases in currencies other than the functional currency. The currency giving rise to this risk is primarily U.S. dollars. We have a bank account at ANZ denominated in U.S. dollars into which a small number of customers pay their debts. This is a natural hedge against fluctuations in the exchange rate. The funds are then used to pay suppliers, avoiding the need to convert to Australian dollars. We use forward currency contracts and options to eliminate the currency exposures on the majority of our transactions denominated in foreign currencies, either by transaction if the amount is significant, or on a general cash flow hedge basis. The forward currency contracts and options are always in the same currency as the hedged item. We believe that financial instruments designated as foreign currency hedges are highly effective. However documentation of such as required by SFAS No. 133 does not exist. Therefore, all movements in the fair values of these hedges are taken directly to statement of operations.

We are exposed to market risks related to foreign currency translation caused by fluctuations in foreign currency exchange rates between the U.S. dollar and the Australian dollar. The assets and liabilities of Royal Wolf are translated from the Australian dollar into the U.S. dollar at the exchange rate in effect at each balance sheet date, while income statement amounts are translated at the average rate of exchange prevailing during the reporting period. A strengthening of the U.S. dollar against the Australian dollar could, therefore, reduce the amount of cash and income we receive and recognize from our Australian operations. We also now have certain U.S. dollar-denominated debt at Royal Wolf, including long-term intercompany borrowings, which are remeasured at each financial reporting date with the impact of the remeasurement being recorded in our consolidated statements of operations. As foreign exchange rates vary, our results of operations and profitability may be harmed. We cannot predict the effects of exchange rate fluctuations on our future operating results because of the potential volatility of currency exchange rates. To the extent we expand our business into other countries; we anticipate that we will face similar market risks related to foreign currency translations caused by exchange rate fluctuations between the U.S. dollar and the currencies of those countries.

Reference is made to Note 64 of Notes to Condensed Consolidated Financial Statements for a ~~further~~ discussion of ~~financial instruments.~~market risk related to interest rates and foreign exchanges.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Ronald F. Valenta (our principal executive officer) and Charles E. Barrantes (our principal financial officer) carried out an evaluation as of March 31, ~~2008~~2009 of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, they concluded that, as of March 31, ~~2008,~~2009, our disclosure controls and procedures were (1) effective in that they were designed to ensure that material information relating to us is made known to our principal executive and principal financial officers, and (2) effective in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended March 31, ~~2008~~2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.OTHER INFORMATION

Item 1.Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our ~~Transition~~Annual Report on Form 10-K for the ~~six months~~year ended June 30, ~~2007~~2008 or in the definitive proxy materials filed with the Securities and Exchange Commission for the Special Meeting of Stockholders held on September 30, 2008, with the exception of the following:

Recent economic conditions and market disruptions may adversely affect our ~~post-effective~~business and results of operations.

As widely reported, financial markets throughout the world have been experiencing extreme disruption in recent months, including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others, failure and potential failures of major financial institutions and unprecedented government support of financial institutions. These developments and the related general global economic downturn, including in the U.S. and Australia, has and may continue to adversely impact our business and financial condition. The current tightening of credit in financial markets and the general economic downturn has and may continue to adversely affect the ability of our customers and suppliers to obtain financing to perform their obligations to us. Though we are allocating more resources to collections and inventory control, continued tightening could negatively impact our ability to collect trade receivables on a timely basis, could result in additional reserves for uncollectible accounts and in the event of continued contraction in container sales and leasing, could lead to a further build-up of inventory and lease fleet levels. These factors would have a further adverse impact on operating results and cash flows. In addition, fluctuations in the rates of exchange for the U.S. dollar against the Australian and New Zealand dollars could not only continue to significantly affect our results of operations through reported foreign exchange gains and losses on U.S.-denominated debt, but if the Australian and New Zealand dollars continue to weaken, it would result in lower than anticipated reported revenues and profitability as a result of the translation of Royal Wolf’s financial results into U.S. dollars.

We are in compliance with our financial covenants under our senior credit facilities and senior subordinated notes. However, if the current environments in the U.S. and Australian economies continue to be weak or worsen, our ability to meet our covenant requirements may be impaired and may result in our seeking amendments or waivers of covenant compliance. While we believe our relationships with our senior lenders are good, there is no assurance that they would consent to such an amendment or waiver in the event of noncompliance; or that such consent would not be conditioned upon the receipt of a cash payment, revised principal payout terms, increased interest rates, or restrictions in the expansion of the credit facilities for the foreseeable future; or that our senior lenders would not exercise rights that would be available to them; including, among other things, demanding payment of outstanding borrowings. All or any of these adverse events would further limit our flexibility in planning for or reacting to downturns in our business.

We are unable to predict the duration and severity of the current economic downturn and disruption in financial markets or their effects on ~~Form S-1 filed on March 20, 2008.~~our business and results of operations, but the consequences may be materially adverse and more severe than other recent economic slowdowns.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None that have not been previously reported.

Item. 3. Defaults Upon Senior Securities

None.

~~Not applicable~~

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

See Exhibit Index Attached.

~~SIGNATURES~~

SIGNATURES

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 thereunto duly authorized.


Date: May 14, ~~2008~~2009	GENERAL FINANCE CORPORATION
	By:	/s/ Ronald F. Valenta
		Ronald F. Valenta
		Chief Executive Officer


By:	/s/ Charles E. Barrantes	~~/s/ Ronald F. Valenta~~
	~~Ronald F. Valenta~~Charles E. Barrantes
	Chief ~~Executive~~Financial Officer

EXHIBIT INDEX


Exhibit
Number		Exhibit Description
10.1		Form of Series A Preferred Stock Purchase Agreement (incorporated by reference to Registrant’s Form 8-K filed February 13, 2009).

	~~By:~~	~~/s/ Charles E. Barrantes~~
10.2		~~Charles E. Barrantes~~
		~~Chief Financial Officer~~

~~EXHIBIT INDEX~~

~~Exhibit~~ ~~Number~~		~~Exhibit Description~~

~~10.33~~		~~Variation Letter between Australia and New Zealand Banking Group Limited and Royal Wolf Australia Group~~Form of Registration Rights Agreement (incorporated by reference to ~~Exhibit 10.4 of~~ Registrant’s ~~Post-Effective Amendment No. 1 to~~ Form ~~S-1~~8-K filed ~~March 20, 2008)~~February 13, 2009).

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

	Predecessor			Successor (Note 1)
	June 30,			June 30,		March 31,
	2007			2007		2008
						(Unaudited)
Assets
Cash and cash equivalents, including $68,218 held in trust account at June 30, 2007 (successor)	$	886		$	68,277	$	1,169
Trade and other receivables, net of allowance for doubtful accounts of $237 and $452 at June 30, 2007 and March 31, 2008, respectively		13,322			—		20,088
Inventories		5,472			—		20,660
Prepaid expenses		—			111		—
Total current assets		19,680			68,388		41,917

Lease receivables		1,364			—		1,619
Property, plant and equipment, net		2,737			2		4,616
Container for lease fleet, net		40,928			—		71,986
Intangible assets, net		4,079			—		59,821
Deferred tax assets		—			132		—
Other assets (including $1,548 of deferred acquisition costs at June 30, 2007)		—			2,556		23
Total non-current assets		49,108			2,690		138,065
Total assets	$	68,788		$	71,078	$	179,982

Current liabilities
Trade payables and accrued liabilities	$	8,641		$	893	$	19,845
Current portion of long-term debt and obligations, including borrowings from related party of $2,350 at June 30, 2007 (successor)		10,359			2,350		9,079
Income tax payable		245			177		140
Employee benefits		1,614			12		1,095
Deferred underwriting fees		—			1,380		—
Total current liabilities		20,859			4,812		30,159

Non-current liabilities
Long-term debt and obligations, net of current portion		33,811			—		70,968
Deferred tax liabilities		881			—		1,032
Employee benefits and other non-current liabilities		197			—		206
Common stock, subject to possible conversion		—			13,339		—
Total non-current liabilities		34,889			13,339		72,206

Commitments and contingencies		—			—		—

Minority Interest		—			—		8,762

Stockholders’ equity
Preferred stock, $.0001 par value: 1,000,000 shares authorized; no shares outstanding (successor)		—			—		—
Common stock, $.0001 par value: 100,000,000 shares authorized; 10,500,000 shares and 9,690,099 shares outstanding at June 30, 2007 and March 31, 2008, respectively (successor)		—			1		1
Class D and common stock (predecessor)		12,187			—		—
Additional paid-in capital		—			51,777		60,344
Accumulated other comprehensive income		862			—		3,808
Retained earnings (accumulated deficit)		(9	)		1,149		4,702
Total stockholders’ equity		13,040			52,927		68,855
Total liabilities and stockholders’ equity	$	68,788		$	71,078	$	179,982

	Predecessor			Successor (Note 1)
	Quarter Ended			Quarter Ended
	March 31,			March 31,
	2007			2008

Revenues
Sales of containers	$	14,133		$	19,801
Leasing of containers		5,761			8,849
		19,894			28,650

Costs and expenses
Cost of sales		12,713			16,356
Leasing, selling and general expenses		4,626			6,473
Depreciation and amortization		1,058			2,251

Operating income		1,497			3,570

Interest income		44			91
Interest expense		(1,254	)		(2,426	)
Foreign currency exchange gain and other		183			115
		(1,027	)		(2,220	)

Income before provision for income taxes and minority interest		470			1,350

Provision for income taxes		244			376
Minority interest		—			140
Net income	$	226		$	834

Net income per share:
Basic				$	0.09
Diluted					0.08

Weighted average shares outstanding
Basic					9,690,099
Diluted					11,083,722

	Predecessor						Successor (Note 1)
	Nine Months			Period from			Nine Months
	Ended			July 1 to			Ended
	March 31,			September 13,			March 31,
	2007			2007			2008

Revenues
Sales of containers	$	37,441		$	10,944		$	45,277
Leasing of containers		15,995			4,915			17,624
		53,436			15,859			62,901

Costs and expenses
Cost of sales		33,094			9,466			37,757
Leasing, selling and general expenses		16,066			4,210			13,595
Depreciation and amortization		2,582			653			4,834

Operating income		1,694			1,530			6,715

Interest income		83			14			1,194
Interest expense		(3,069	)		(947	)		(4,385	)
Foreign currency exchange gain (loss) and other		230			(129	)		2,220
		(2,756	)		(1,062	)		(971	)

Income (loss) before provision for income taxes and minority interest		(1,062	)		468			5,744

Provision for income taxes		861			180			1,837
Minority interest		—			—			354
Net income (loss)	$	(1,923	)	$	288		$	3,553

Net income per share:
Basic							$	0.36
Diluted								0.31

Weighted average shares outstanding
Basic								9,910,981
Diluted								11,304,604

									Accumulated
	Common Stock					Additional Paid-In			Other Comprehensive		Retained		Total Stockholders’
	Shares			Amount		Capital			Income		Earnings		Equity

Balance at June 30, 2007		10,500,000		$	1	$	51,777		$	—	$	1,149	$	52,927

Reversal of common stock subject to possible conversion		—			—		12,858			—		—		12,858

Conversion of common stock into cash		(809,901	)		—		(6,042	)		—		—		(6,042	)

Issuance of warrants		—			—		1,309			—		—		1,309

Share-based compensation		—			—		282			—		—		282

Contributed services		—			—		160			—		—		160

Net income		—			—		—			—		3,553		3,553

Cumulative translation adjustment		—			—		—			3,808		—		3,808

Balance at March 31, 2008		9,690,099		$	1	$	60,344		$	3,808	$	4,702	$	68,855


																		Retained
	Cumulative Preferred								Additional			Cumulative			Other			Earnings			Total
	Stock				Common Stock				Paid-In			Dividends			Comprehensive			(Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Paid			Income (Loss)			Deficit)			Equity

Balance at June 30, 2008		—	$	—		13,826,052	$	1	$	81,688		$	—		$	6,787		$	5,255		$	93,731

Issuance of common stock		—		—		4,000,000		1		25,599			—			—			—			25,600

Issuance of preferred stock		24,000		1,295		—		—		(9	)		—			—			—			1,286

Share-based compensation		—		—		—		—		656			—			—			—			656

Contributed services		—		—		—		—		130			—			—			—			130

Cumulative dividends paid		—		—		—		—		—			(21	)		—			—			(21	)

Net loss		—		—		—		—		—			—			—			(5,762	)		(5,762	)

Cumulative translation adjustment		—		—		—		—		—			—			(19,164	)		—			(19,164	)


Total comprehensive loss		—		—		—		—		—			—			—			—			(24,926	)



Balance at March 31, 2009		24,000	$	1,295		17,826,052	$	2	$	108,064		$	(21	)	$	(12,377	)	$	(507	)	$	96,456

	September 13, 2007
Fair value of the net tangible assets acquired and liabilities assumed:
Cash and cash equivalents	$	290		$
Trade and other receivables		11,203
Inventories (primarily containers)		9,224
Lease receivables		2,008
Property, plant and equipment		4,346
Container for lease fleet		51,362
Trade and other payables		(15,082	)
Income tax payable		(85	)
Other current liabilities		(3,712	)
Long-term debt and obligations		(37,029	)
Total net tangible assets acquired and liabilities assumed				$	22,525

Fair value of intangible assets acquired:
Customer lists		21,722
Non-compete agreement		3,139
Software and other (including deferred financing costs of $1,187)		1,521
Goodwill		23,241
Total intangible assets acquired					49,623
Total purchase consideration				$	72,148

	Three months ended March 31,			Nine months ended March 31,
	2007			2007			2008
Revenues	$	19,894		$	53,436		$	78,760
Net income (loss)	$	(349	)	$	(1,979	)	$	2,900
Pro forma net income (loss) per share -
Basic	$	(0.04	)	$	(0.20	)	$	0.29
Diluted		(0.04	)		(0.20	)		0.26

	Predecessor		Successor
	June 30,		March 31,
	2007		2008

Finished goods	$	4,113	$	18,371
Work in progress		1,359		2,289
	$	5,472	$	20,660

	Quarter Ended		Nine Months Ended
	March 31, 2008
Basic		9,690,099		9,910,981
Assumed exercise of warrants		1,393,623		1,393,623
Assumed exercise of stock options		—		—
Diluted		11,083,722		11,304,604

	GE SeaCo November 14, 2007			CHS February 29, 2008
Fair value of the net tangible assets acquired and liabilities assumed:
Inventories (primarily containers)	$	1,746		$	—
Property, plant and equipment		28			108
Container for lease fleet		9,952			1,435
Trade and other payables		(229	)		4
Total net tangible assets acquired and liabilities assumed		11,497			1,547

Fair value of intangible assets acquired:
Non-compete agreement		1,999			—
Deferred financing costs		84			472
Goodwill		4,270			1,753
Total intangible assets acquired		6,353			2,225
Total purchase consideration	$	17,850		$	3,772

	Minimum lease payments		Interest		Principal

Less than one year	$	381	$	27	$	354
Between one and five years		141		17		124
More than five years		—		—		—
	$	522	$	44	$	478

Less than one year	$	2,774
One-two years		1,413
Two-three years		1,046
Three-four years		470
Four-five years		253
Thereafter		315
	$	6,271

	Quarter Ended March 31,
	(In millions)
	2007		2008

Salaries, wages and related	$	2.8	$	3.3
Rent		0.1		0.1
Customer service center (“CSC”) operating costs		0.7		1.1
Business promotion		0.2		0.2
Travel and meals		0.1		0.2
IT and telecommunications		0.1		0.2
Professional costs		0.4		0.4
Other		0.2		0.4

	$	4.6	$	5.9

	Predecessor						Successor			Combined
	Nine Months			Period from			Nine Months			Nine Months
	Ended			July 1 to			Ended			Ended
	March 31,			September 13,			March 31,			March 31,
	2007			2007			2008			2008
	(In thousands)
Revenues
Sale of containers	$	37,441		$	10,944		$	45,277		$	56,221
Leasing of containers		15,995			4,915			17,624			22,539
		53,436			15,859			62,901			78,760

Costs and expenses
Cost of sales		33,094			9,466			37,757			47,223
Leasing, selling and general expenses		16,066			4,210			13,595			17,805
Depreciation and amortization		2,582			653			4,834			5,487

Operating income		1,694			1,530			6,715			8,245

Interest income		83			14			1,194			1,208
Interest expense		(3,069	)		(947	)		(4,385	)		(5,332	)
Foreign currency exchange gain (loss) and other		230			(129	)		2,220			2,091
		(2,756	)		(1,062	)		(971	)		(2,033	)

Income (loss) before provision for income taxes and minority interest		(1,062	)		468			5,744			6,212

Provision for income taxes		861			180			1,837			2,017

Minority interest		—			—			354			354

Net income (loss)	$	(1,923	)	$	288		$	3,553		$	3,841

	Nine Months Ended March 31,
	2007		2008
	(In millions)
Salaries, wages and related	$	10.6	$	9.2
Rent		0.3		0.3
CSC operating costs		1.9		2.8
Business promotion		0.6		0.7
Travel and meals		0.5		0.7
IT and telecommunications		0.3		0.6
Professional costs		1.1		1.2
Other		0.8		0.7

	$	16.1	$	16.2