¨
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
|
OR
|
ý
|
TRANSITION
REPORT PURSUANT TO SECTION 130215(D) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the transition period from January 1, 2007 to June 30,
2007
|
California
(State
or other jurisdiction of
incorporation
or organization)
|
95-3876317
(I.R.S.
Employer Identification No.)
|
260
So. Los Robles Avenue, Suite 217
Pasadena,
CA
(Address
of principal executive offices)
|
91101
(Zip
Code)
|
Title
of each Class
|
|
Name
of each Exchange on which Registered
|
Units,
each consisting of one share of Common Stock, $0.001 par value, and
One
Warrant
|
|
American
Stock Exchange
|
Common
Stock, $0.001 par value
|
American
Stock Exchange
|
|
Warrants
to Purchase Common Stock
|
American
Stock Exchange
|
Securities
Registered Pursuant to Section 12(g) of the
Act:
|
None
|
Indicate
by check mark if the registrant is a well-known seasoned issuer,
as
defined in Rule 405 of the Securities Act.
Yes
¨
No
x
|
|
Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.
Yes
¨
No
x
|
SAFE HARBOR STATEMENT |
1
|
||
PART I |
|
2
|
|
ITEM
1.
|
BUSINESS
|
2
|
|
ITEM
1A.
|
RISK
FACTORS
|
3
|
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
4
|
|
ITEM
2.
|
PROPERTIES
|
4
|
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
4
|
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
4
|
|
|
|
|
|
PART II. |
|
5
|
|
ITEM
5.
|
MARKET
FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
5
|
|
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
6
|
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
7
|
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
9
|
|
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA
|
10
|
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
10
|
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
10
|
|
ITEM
9B.
|
OTHER
INFORMATION
|
10
|
|
|
|
|
|
PART III |
|
11
|
|
ITEM
10.
|
DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT
|
11
|
|
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
13
|
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
15
|
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
19
|
|
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
19
|
|
|
|
|
|
PART IV |
|
20
|
|
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
20
|
|
SIGNATURES |
|
21
|
Nominee
|
For
|
Withheld
|
|||||
David
M. Connell
|
8,776,419
|
323,945
|
|||||
Manuel
Marrero
|
8,776,419
|
323,945
|
(b) |
Approval
of 2006 Stock Option Plan:
|
For
|
5,598,970
|
|||
Against
|
707,933
|
|||
Abstain
|
241,125
|
|||
Not
Voted
|
2,552,336
|
(c) |
Ratification
of the selection of Grobstein, Horwath & Company LLP as independent
auditors:
|
For
|
8,831,021
|
|||
Against
|
265,643
|
|||
Abstain
|
3,700
|
|
Units
|
Common
Stock
|
Warrants
|
||||||||||||||||
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
|||||||||||||
2007:
|
|
|
|
|
|
|
|||||||||||||
Fourth
Quarter
|
$
|
9.75
|
$
|
9.00
|
$
|
7.95
|
$
|
7.56
|
$
|
1.96
|
$
|
1.45
|
|||||||
Third
Quarter
|
$
|
9.60
|
$
|
8.50
|
$
|
7.95
|
$
|
7.46
|
$
|
1.80
|
$
|
1.10
|
|||||||
Second
Quarter
|
$
|
8.00
|
$
|
7.81
|
$
|
7.70
|
$
|
7.22
|
$
|
1.15
|
$
|
0.62
|
|||||||
First
Quarter
|
$
|
8.45
|
$
|
7.75
|
$
|
7.36
|
$
|
7.22
|
$
|
0.85
|
$
|
0.63
|
2006:
|
|
|
|
|
|
|
|
||||||||||||
Fourth
Quarter
|
$
|
8.06
|
$
|
7.75
|
$
|
7.35
|
$
|
7.24
|
$
|
0.80
|
$
|
0.63
|
October 14,
2006 (inception) to December 31,
2005
|
Year
Ended December 31, 2006
|
Six
Months Ended
June
30, 2007
|
October
14, 2005 (inception) to June 30, 2007
|
||||||||||
General
and administrative expenses
|
$
|
3,509
|
$
|
387,815
|
$
|
795,989
|
$
|
1,187,313
|
|||||
Operating
loss
|
(3,509
|
)
|
(387,815
|
)
|
(795,989
|
)
|
(1,187,313
|
)
|
|||||
Other
income:
|
|||||||||||||
Interest
income
|
--
|
1,888,503
|
1,312,169
|
3,200,672
|
|||||||||
Interest
expense
|
--
|
(20,498
|
)
|
(72,398
|
)
|
(92,896
|
)
|
||||||
Other,
net
|
--
|
--
|
(7,469
|
)
|
(7,469
|
)
|
|||||||
Net
income (loss)
|
$
|
(3,509
|
)
|
$
|
891,090
|
$
|
261,513
|
$
|
1,149,094
|
||||
Net
income (loss) per share:
|
|||||||||||||
Basic
|
$
|
(0.00
|
)
|
$
|
0.11
|
$
|
0.02
|
||||||
Diluted
|
$
|
(0.00
|
)
|
$
|
0.09
|
$
|
0.02
|
||||||
|
|||||||||||||
Weighted
average shares outstanding:
|
|||||||||||||
Basic
|
1,875,000
|
8,151,369
|
10,500,000
|
||||||||||
Diluted
|
$
|
1,875,000
|
$
|
9,636,545
|
$
|
12,704,299
|
|
December
31,
2006
|
June
30,
2007
|
|||||
|
|
|
|||||
Cash
|
$
|
37,713
|
$
|
59,427
|
|||
Cash
equivalents held in trust - restricted
|
68,055,252
|
68,217,585
|
|||||
Deferred acquisition costs | 783,663 | 1,547,742 | |||||
Total
assets
|
69,713,171
|
71,078,142
|
|||||
Deferred
underwriting fees
|
1,380,000
|
1,380,000
|
|||||
Total
liabilities
|
3,947,907
|
4,812,265
|
|||||
Common
stock subject to possible conversion
|
13,168,200
|
13,338,500
|
|||||
Stockholders’
equity
|
$
|
52,597,064
|
$
|
52,927,377
|
Year
Ended December 31, 2006
|
First
Quarter
|
Second Quarter
|
Third
Quarter
|
Fourth Quarter
|
|||||||||
|
|
|
|
|
|||||||||
Net
income (loss), as previously reported
|
$
|
(8,014
|
)
|
$
|
302,406
|
$
|
(2,603 |
)
|
$
|
165,211 | |||
Effect
of accounting change, net of tax
|
-- | 3,763 |
265,772
|
164,555 | |||||||||
Net
income (loss), as restated
|
$
|
(8,014
|
)
|
$
|
306,169
|
$
|
263,169
|
$
|
329,766
|
||||
Income (loss) per share, as previously reported | |||||||||||||
Basic
|
$
|
(0.00
|
) |
$
|
0.03
|
$
|
-- |
$
|
0.03
|
||||
Diluted
|
$
|
(0.00
|
) |
$
|
0.03
|
$
|
-- |
$
|
0.02
|
||||
Income (loss) per share, as restated | |||||||||||||
Basic
|
$
|
(0.00
|
)
|
$
|
0.03
|
$
|
0.03
|
$
|
0.03
|
||||
Diluted
|
$
|
(0.00
|
)
|
$
|
0.03
|
$
|
0.02
|
$
|
0.03
|
Six
Months Ended June 30, 2007
|
First
Quarter
|
Second Quarter
|
|||||
|
|
||||||
Net
income (loss), as previously reported
|
$ |
(180,584
|
) | $ | (34,898 | ) | |
Effect
of accounting change, net of tax
|
298,703 | 178,292 | |||||
Net
income (loss), as restated
|
$
|
118,119
|
$
|
143,394
|
|||
Income (loss) per share, as previously reported |
|
||||||
Basic
|
$
|
(0.02
|
)
|
$
|
(0.00
|
) | |
Diluted
|
$
|
(0.02
|
)
|
$
|
(0.00
|
) | |
Income
(loss) per share, as restated
|
|
|
|
||||
Basic
|
$
|
0.01
|
$
|
0.01
|
|||
Diluted
|
$
|
0.01
|
$
|
0.01
|
Payment
Due by Year Ending June 30,
|
||||||||||||||||
Contractual
Obligations
|
Total
|
2008
|
2009-2012
|
2013
|
2014
and Thereafter
|
|||||||||||
(in thousands)
|
||||||||||||||||
Limited
recourse
revolving
line of
credit
(1)
|
$
|
2,441
|
$
|
2,441
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
|
||||||||||||||||
Total
|
$
|
2,441
|
$
|
2,441
|
$
|
—
|
$
|
—
|
$
|
—
|
Index
to Financial Statements: of General Finance Corporation
(Registrant):
|
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm - Grobstein, Horwath
& Company LLP
|
F-1
|
Independent
Auditors’
Report - LaRue, Corrigan & McCormack LLP
|
F-2
|
|
|
|
|
|
Consolidated
Balance Sheets as of December 31, 2006 and June 30, 2007
|
F-3
|
|
|
|
|
Consolidated
Statements of Operations from inception to December 31, 2005, for
the year
ended December 31, 2006, for the six months ended June 30, 2007 and
from
inception to June 30, 2007
|
F-4
|
|
|
|
|
Consolidated
Statement of Stockholders’ Equity from inception to December 31, 2005, for
the year ended December 31, 2006 and for the six months ended June
30,
2007
|
F-5
|
|
|
|
|
Consolidated
Statements of Cash Flows from inception to December 31, 2005, for
the year
ended December 31, 2006, for the six months ended June 30, 2007 and
from
inception to June 30, 2007
|
F-6
|
|
|
|
|
Notes
to Consolidated Financial Statements
|
F-7
|
Index
to Financial Statements: of RWA Holdings Pty Limited
(Predecessor):
|
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm - Grobstein, Horwath
& Company LLP
|
P-1
|
|
|
|
|
Consolidated
Balance Sheets as of June 30, 2007 and 2006
|
P-2
|
|
|
|
|
Consolidated
Statements
of Operations for the years ended June 30, 2007 and 2006, the six
months
ended June 30, 2005 and the year ended December 31, 2004
|
P-3
|
|
|
|
|
Consolidated
Statement of Changes in Shareholders’ Equity for the years ended June 30,
2007 and 2006, the six months ended June 30, 2005 and the year
ended
December 31, 2004
|
P-4
|
|
|
|
|
Consolidated
Statements of Cash Flows for the years ended June 30, 2007 and
2006, the
six months ended June 30, 2005 and the year ended December 31,
2004
|
P-5
|
|
|
|
|
Notes
to the Consolidated Financial Statements
|
P-6
|
Name
|
|
Age
|
|
Position
|
||
Ronald
F. Valenta
|
|
|
48
|
|
|
Chief
Executive Officer, Secretary and Director
|
John
O. Johnson
|
|
|
46
|
|
|
Chief
Operating Officer
|
Charles
E. Barrantes
|
|
|
55
|
|
|
Executive
Vice President and Chief Financial Officer
|
Robert
Allan
|
|
|
43
|
|
|
Chief
Executive Officer, Royal Wolf
|
Lawrence
Glascott
|
|
|
73
|
|
|
Chairman
of the Board of Directors
|
David
M. Connell
|
|
|
63
|
|
|
Director
|
Manuel
Marrero
|
|
|
49
|
|
|
Director
|
James
B. Roszak
|
|
|
66
|
|
|
Director
|
· |
Ability
to attend regular and special board and committee meetings and willingness
to perform the duties of a director
|
· |
Fine
moral character, good personal and business
reputation
|
· |
Industry
knowledge, contacts and network of potential clients in industries
served
by the Company
|
· |
Ability
to be responsible, fair-minded, reliable, ethical and possess high
integrity
|
· |
Prior
experience on boards of directors
|
· |
Senior-level
management experience
|
· |
Possession
of specific skills in auditing, accounting, personnel, finance,
etc.
|
|
Respectfully
Submitted,
|
|
|
|
David
M. Connell, Chairman
|
|
Manuel
Marrero
|
|
James
B. Roszak
|
Name and Principal Position |
Year
|
Salary
|
Bonus
|
Option
Awards (2)
|
All
Other Compensation (3)
|
Total
|
||||||||||||||
Ronald
F. Valenta
Chief
Executive Officer
|
2007
|
(1)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
|
2006
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||
|
||||||||||||||||||||
Charles
E. Barrantes
Chief
Financial Officer and Executive Vice President
|
2007
|
(1)
|
$
|
100,000
|
$
|
—
|
$
|
68,800
|
$
|
3,512
|
$
|
172,312
|
||||||||
|
2006
|
62,121
|
(4)
|
21,742
|
(4)
|
42,000
|
3,361
|
129,224
|
(1)
|
For
the six months ended June 30, 2007
|
(2)
|
The
amounts shown are the amounts of compensation expense recognized
by us
relating to the grants of stock options in fiscal 2006, as described
in
Financial Accounting Standards No. 123R. For a discussion of valuation
assumptions used in the calculation of these amounts, see Note 2,
“Summary
of Significant Accounting Policies,” and Note 8, “2006 Stock Option Plan,”
of the Notes to Consolidated Financial Statements included elsewhere
in
this Transitional Report on Form
10-K.
|
(3)
|
Reimbursement
of medical insurance premiums.
|
(4)
|
Mr.
Barrantes received a bonus for services in 2006, which was paid
in
September 2007. This amount equaled 35% of the salary paid to him
for 2006, which was equal to his target bonus under his employment
agreement.
|
Name
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)(1)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Exercise
Price ($/Sh)
|
Expiration
Date
|
|||||||||||
Ronald
F. Valenta
|
--
|
--
|
--
|
--
|
--
|
|||||||||||
|
||||||||||||||||
Charles
E. Barrantes
|
--
|
225,000
|
--
|
$
|
7.30
|
9/11/16
|
(1)
|
These
options vest in
five equal annual installments on September 11 of each of 2007,
2008,
2009, 2010 and 2011, subject to continued service with us, and
have a
ten-year term.
|
Beneficial
Ownership
|
|||||||
Name
|
Number
of
Shares
(1)
|
Percent
of
Class
(1)
|
|||||
Ronald
F. Valenta(2)(3)
|
2,605,466
|
24.0
|
%
|
||||
|
|||||||
John
O. Johnson(2)(4)
|
665,617
|
6.7
|
%
|
||||
|
|||||||
James
B. Roszak(2)
|
22,500
|
(*
|
)
|
||||
|
|||||||
Lawrence
Glascott(2)
|
22,500
|
(*
|
)
|
||||
|
|||||||
Manuel
Marrero(2)
|
22,500
|
(*
|
)
|
||||
|
|||||||
David
M. Connell(2)
|
22,500
|
(*
|
)
|
||||
|
|||||||
Charles
E. Barrantes(2)(5)
|
45,000
|
(*
|
)
|
||||
|
|||||||
Robert
Allan(6)
|
800
|
(*
|
)
|
||||
|
|||||||
Gilder,
Gagnon, Howe & Co. LLC(7)
|
1,788,772
|
18.5
|
%
|
||||
|
|||||||
Olawalu
Holdings, LLC(8)
|
642,000
|
6.6
|
%
|
||||
2863
S. Western Avenue
Palos
Verdes, California 90275
|
|||||||
|
|||||||
Ronald
L. Havner, Jr.(9)
LeeAnn
R. Havner
The
Havner Family Trust
|
671,500
|
6.8
|
%
|
||||
c/o
Public Storage, Inc.
701
Western Avenue
Glendale,
California 91201
|
|||||||
|
|||||||
Jonathan
Gallen(10)
|
1,905,000
|
18.4
|
%
|
||||
299
Park Avenue, 17th
Floor
New
York, New York 10171
|
|||||||
|
|||||||
Neil
Gagnon(11)
|
1,810,303
|
18.7
|
%
|
||||
1370
Avenue of the Americas, Suite 2400
New
York, New York 10019
|
|||||||
|
|||||||
Jack
Silver(12)
|
2,071,410
|
17.8
|
%
|
||||
SIAR
Capital LLC
660
Madison Avenue
New
York, New York 10021
|
|||||||
|
|||||||
All
executive officers and directors as a group (8 persons_nine
persons)(13)
|
3,406,883
|
30.4
|
%
|
(1)
|
Based
on 9,690,099 shares of common stock outstanding. In accordance with
the rules of the Securities and Exchange Commission, person is deemed
to
be the beneficial owner of shares that the person may acquire within
the
following 60 days (such as upon exercise of options or warrants or
conversion of convertible securities). These shares are deemed to
be
outstanding for purposes of computing the percentage ownership of
the
person beneficially owning such shares but not for purposes of computing
the percentage of any other holder.
|
(2)
|
Business
address is c/o General Finance Corporation, 260 South Los Robles,
Suite 217, Pasadena, California 91101.
|
(3)
|
Includes:
(i) 13,500 shares owned by Mr. Valenta’s wife and minor children, as to
which Mr. Valenta’s shares voting and investment power with his wife;
and (ii) 1,181,966 shares that may be acquired upon exercise of warrants.
The shares shown exclude the shares referred to in note (8),
below.
|
(4)
|
Includes
309,367 shares that may be acquired upon exercise of
warrants.
|
(5)
|
Represents
shares that may be acquired upon exercise of options.
|
(6)
|
Business
address is Suite 201,
Level 2, 22-28 Edgeworth David Avenue, Hornsby, New South Wales,
Australia 2077
|
(7)
|
Information
is based upon a Schedule 13G/A filed on October 10, 2007. Gilder,
Gagnon, Howe & Co. LLC is a New York limited liability and broker or
dealer registered under the Securities Exchange Act of 1934. The
shares
shown include 55,454 shares as to which Gilder, Gagnon, Howe &
Co. LLC has sole voting power and 1,788,772 shares as to which it
shares
voting and investment power. Of these 1,788,772 shares, 1,582,235
shares are held in customer accounts under which partners or employees
of
Gilder, Gagnon, Howe & Co. LLC have discretionary authority to dispose
or direct the disposition of the shares, 151,083 shares are held
in
accounts of its partners and 55,454 shares are held in its
profit-sharing plan.
|
(8)
|
Information
is based upon a Schedule l3G filed on February 27, 2007. Olawalu
Holdings, LLC (“Olawalu”), is a Hawaiian limited liability company, of
which Rick Pielago is the manager. Olawalu shares voting and investment
power as to all of the shares shown with Lighthouse Capital Insurance
Company, a Cayman Islands exempted limited company, and the Ronald
Valenta
Irrevocable Life Insurance Trust No. 1, a California trust, of which
Mr. Pielago is trustee. The Ronald Valenta Irrevocable Life Insurance
Trust No. 1 is an irrevocable family trust established by Ronald F.
Valenta in December 1999 for the benefit of his wife at the time, any
future wife, and their descendants. Mr. Valenta, himself, is not a
beneficiary of the Trust, and neither he nor his wife or their descendants
has voting or investment power, or any other legal authority, with
respect
to the shares shown. Mr. Valenta disclaims beneficial ownership of
our shares held by the Trust. Mr. Pielago may be deemed to be the
control person of Olawalu and the Ronald Valenta Irrevocable Life
Insurance Trust No. 1.
|
(9)
|
Information
is based upon a Schedule 13D filed on February 9, 2007. The
shares shown include 7,000 shares as to which Ronald L. Havner has
sole
voting power and 3,000 shares as to which his wife, LeeAnn R. Havner,
has
sole voting power. Mr. and Mrs. Havner are Co-Trustees of The Havner
Family Trust. The Trust owns 434,251 shares and warrants to purchase
227,250 shares. As Co-Trustees of the Trust, Mr. and Mrs. Havner may
he deemed to beneficially own all of the shares held by the Trust.
|
(10)
|
Information
is based upon a Schedule 13G filed on September 14, 2007 and
upon subsequent filings on Forms 3 and 4. The shares shown are held
by
Ahab Partners, L.P., Ahab International, Ltd., Queequeg Partners,
L.P.,
Queequeg, Ltd. and one or more other private funds managed by
Mr. Gallen. The shares shown include 650,000 shares that may be
acquired upon exercise of warrants.
|
(11)
|
Information
is based upon a Schedule 13G/A filed on September 17, 2007. The
shares shown include: (i) 244,008 shares beneficially owned by
Mr. Gagnon; (ii) 39,520 shares beneficially owned by
Mr. Gagnon over which he has sole voting power and shared dispositive
power; (iii) 162,443 shares beneficially owned by Lois Gagnon,
Mr. Gagnon’s wife, over which he has shared voting power and shared
dispositive power; (iv) 3,510 shares beneficially owned by
Mr. Gagnon and Mrs. Gagnon as joint tenants with rights of
survivorship, over which he has shared voting power and shared dispositive
power; (v) 38,888 shares held by the Lois E. and Neil E. Gagnon
Foundation, of which Mr. Gagnon is a trustee and over which he has
shared voting power and shared dispositive power; (vi) 60,163 shares
held by the Gagnon Family Limited Partnership, of which Mr. Gagnon is
a partner and over which lie has shared voting power and shared
dispositive power; (vii) 51,180 shares held by the Gagnon
Grandchildren Trust over which Mr. Gagnon has shared dispositive
power but no voting power; (viii) 530,549 shares held by four hedge
funds, of which Mr. Gagnon is either the principal executive officer
of the manager or the managing member of a member of the general
partner
or the managing member: (ix) 1,605 shares held by the Gagnon
Securities LLC Profit Sharing Plan and Trust, of which Mr. Gagnon is
a trustee; (x) 4,715 shares held by the Gagnon Securities LLC Profit
Sharing Plan and Trust; and (xi) 674,262 shares held for certain
customers of Gagnon Securities LLC, of which Mr. Gagnon is the
managing member and the principal owner and over which he has shared
dispositive power but no voting
power.
|
(12)
|
Information
is based upon a schedule 13G filed September 18, 2007 and subsequent
Forms 3 and 4. The shares shown include: (i) 342,500 shares that may
be acquired upon exercise of warrants held by Sherleigh Associates
Inc.
Defined Benefit Pension Plan, a trust of which Mr. Silver is the
trustee; (ii) 1,590,110 shares that may be acquired upon exercise of
warrants held by Sherleigh Associates Inc. Profit Sharing Plan, a
trust of
which Mr. Silver is the trustee; and (iii) 138,800 shares held
by Sherleigh Associates Inc. Defined Benefit Pension Plan, a trust
of
which Mr. Silver is a trustee.
|
(13)
|
Includes
1,536,333 shares that may be acquired upon the exercise of warrants
and
options.
|
Plan
category
|
(a)
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
(b)
Weighted-average
exercise price of outstanding options, warrants and rights
|
(c)
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|||||||
Equity
compensation plans approved by
security
holders(1)
|
225,000
|
$ | 7.30 |
1,275,000
|
||||||
Equity
compensation plans not approved
by
security holders (1)
|
--
|
-- |
--
|
|||||||
Total
|
225,000
|
$ | 7.30 |
1,275,000
|
(1)
|
We
have one equity compensation plan, the 2006 Stock Option Plan.
|
Director
Compensation
|
|||||||
Name
|
Fees
Earned
or
Paid
in
Cash
|
Total
($)
|
|||||
Lawrence
Glascott
|
$
|
4,500
|
$
|
4,500
|
|||
|
|||||||
David
M. Connell
|
$
|
4,500
|
$
|
4,500
|
|||
|
|||||||
Manuel
Marrero
|
$
|
4,500
|
$
|
4,500
|
|||
|
|||||||
James
B. Roszak
|
$
|
4,500
|
$
|
4,500
|
|||
|
|||||||
Ronald
F. Valenta
|
$
|
--
|
$
|
--
|
Annual
Retainer—Chairman of the Board
|
$
|
40,000
|
||
Annual
Retainer—Other Directors
|
$
|
30,000
|
||
Additional
Annual Retainer - Audit Committee Chair
|
$
|
10,000
|
||
Additional
Annual Retainer - Compensation Committee Chair
|
$
|
7,500
|
||
Additional
Annual Retainer - Nominating Committee Chair
|
$
|
3,000
|
||
Board
Meeting Attendance Fee—Chairman of the Board
|
$
|
2,000
|
||
Board
Meeting Attendance Fee—Other Directors
|
$
|
1,500
|
||
Committee
Meeting Attendance Fee
|
$
|
750
|
||
Telephonic
Meeting Attendance Fee
|
$
|
500
|
LCM
2005
and
2006
|
GHC
2006
|
GHC
2007
|
||||||||
Audit
Fees
|
$
|
36,033
|
$
|
46,385
|
$
|
45,773
|
||||
Audit-Related
Fees
|
26,023
|
18,709
|
840
|
|||||||
Tax
Fees
|
2,172
|
650
|
8,574
|
|||||||
All
Other Fees
|
94,203
|
--
|
--
|
General
Finance Corporation
|
||
|
|
|
By: | /s/ Ronald F. Valenta | |
Name: Ronald F. Valenta |
||
Title:
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/
Ronald F. Valenta
|
|
Chief
Executive Officer, Secretary and Director
(Principal
Executive Officer)
|
|
November
9, 2007
|
Ronald
F. Valenta
|
|
|
|
|
|
|
|
|
|
/s/
Charles E. Barrantes
|
|
Executive
Vice President & Chief Financial Officer
(Principal
Accounting and Financial Officer)
|
|
November
9, 2007
|
Charles
E. Barrantes
|
|
|
|
|
|
|
|
|
|
/s/
Lawrence Glascott
|
|
Chairman
of the Board of Directors
|
|
November
9, 2007
|
Lawrence
Glascott
|
|
|
|
|
|
|
|
|
|
/s/
David M. Connell
|
|
Director
|
|
November
9, 2007
|
David
M. Connell
|
|
|
|
|
|
|
|
|
|
/s/
Manuel Marrero
|
|
Director
|
|
November
9, 2007
|
Manuel
Marrero
|
|
|
|
|
|
|
|
|
|
/s/
James B. Roszak
|
|
Director
|
|
November
9, 2007
|
James
B. Roszak
|
|
|
|
|
|
|
Exhibit
Description
|
2.1
|
|
Deed
of Variation No. 3 dated March 30, 2007, which amended and restated
the
Share Sale Deed dated September 12, 2006, by and among General
Finance
Corporation, GFN Australasia Finance Pty. Limited, Bison Capital
Australia
LP, and the shareholders of RWA Holdings Pty Limited and certain
other
parties. Incorporated by reference to Annex A to Registrant’s Preliminary
Proxy Statement of Schedule 14A filed April 27,
2007.
|
3.1
|
|
Amended
and Restated Certificate of Incorporation filed April 4, 2006
(incorporated by reference to Exhibit 3.1 of Registrant’s Form S-1, File
No. 333-129830).
|
3.2
|
|
Amended
and Restated Bylaws as of April 27, 2007 (incorporated by reference
to
Exhibit 3.1 of Registrant’s Form 10-Q for the quarter ended June 30,
2007).
|
4.1
|
|
Form
of Unit Certificate (incorporated by reference to Exhibit 4.1 of
Registrant’s Form S-1, File No. 333-129830).
|
4.2
|
|
Form
of Common Stock Certificate (incorporated by reference to Exhibit
4.2 of
Registrant’s Form S-1, File No. 333-129830).
|
4.3
|
|
Form
of Warrant Certificate (incorporated by reference to Exhibit 4.3
of
Registrant’s Form S-1, File No. 333-129830).
|
10.1
|
|
Unit
Purchase Option granted to Morgan Joseph & Co. Inc. dated
April 10, 2006 (incorporated by reference to Exhibit 10.1 of
Registrant’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006).
|
10.2
|
|
Warrant
Agreement dated April 5, 2006 between Continental Stock Transfer
& Trust Company and General Finance Corporation (incorporated by
reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2006).
|
10.3
|
|
Investment
Management Trust Agreement dated April 5, 2006 between Continental
Stock Transfer & Trust Company and General Finance Corporation
(incorporated by reference to Exhibit 10.3 of Registrant’s Quarterly
Report on Form 10-Q for the quarter ended March 31,
2006).
|
10.4
|
|
Stock
Escrow Agreement dated April 5, 2006 between General Finance
Corporation, Continental Stock Transfer & Trust Company and certain
stockholders (incorporated by reference to Exhibit 10.4 of Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 31,
2006).
|
10.5
|
|
Amended
and Restated Warrant Purchase Agreements dated April 5, 2006 by and
between Morgan Joseph & Co. Inc and each of Ronald F. Valenta and John
O. Johnson (incorporated by reference to Exhibit 10.5 of Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 31,
2006).
|
|
|
Amended
and Restated Letter Agreement dated March 3, 2006 among the
Registrant, Morgan Joseph & Co., and each of David M. Connell,
Lawrence Glascott, Manuel Marrero, James B. Roszak, John O. Johnson
and
Marc Perez; Amended and Restated Letter Agreement dated March 3, 2006
among the Registrant, Morgan Joseph & Co. Inc. and Ronald F.
Valenta (incorporated by reference to Exhibit 10.1 of Registrant’s Form
S-1, File No. 333-129830).
|
10.7
|
|
Amended
and Restated Registration Rights Agreement dated March 3, 2006 by and
between the Registrant and each of Ronald F. Valenta, John O. Johnson,
Marc Perez, Lawrence Glascott, David M. Connell, Manuel Marrero
and James
B. Roszak (incorporated by reference to Exhibit 10.5 of Registrant’s Form
S-1, File No. 333-129830).
|
10.
8
|
|
Form
of Indemnification Agreement by and between the Registrant and
each of
Ronald F. Valenta, John O. Johnson, Marc Perez, Lawrence Glascott,
David
M. Connell, Manuel Marrero, James B. Roszak and Charles E. Barrantes
(incorporated by reference to Exhibit 10.7 of Registrant’s Form S-1, File
No. 333-129830).
|
10.9
|
|
2006
Stock Option Plan (incorporated by reference to Exhibit 10.1 of
Registrant’s Form 10-Q for the quarter ended September 30,
2006).
|
10.10
|
|
Forms
of Incentive Stock Option Agreement and Non-Qualified Stock Option
Agreement used under the 2006 Stock Option Plan (incorporated by
reference
to Exhibit 10.2 of Registrant’s Form 8-K filed September 12,
2006).
|
10.11
|
|
Employment
Agreement dated September 11, 2006 between General Finance Corporation
and
Charles E. Barrantes (incorporated by reference to Exhibit 10.3
of
Registrant’s Form 8-K filed September 12, 2006).
|
10.12
|
|
Fifth
Amended and Restated Revolving Line of Credit Agreement, dated
as of
January 20, 2007, by and between General Finance Corporation and
Ronald F. Valenta (incorporated by reference to Exhibit 10.12 of
Registrant’s Form 8-K filed September 19, 2007).
|
|
|
|
10.13
|
Executive
Services Agreement, dated July 4, 2006, between Royal Wolf Trading
Australia Pty Ltd and Robert Allan (incorporated by reference to
Exhibit
10.13 of Registrant’s Form 8-K filed September 19,
2007).
|
10.16
|
|
Securities
Purchase Agreement, dated as of September 13, 2007, among
General
Finance Corporation,
GFN U.S. Australasia Holdings, Inc., GFN Australasia Holdings Pty
Limited
and Bison Capital Australia, L.P.
(incorporated by reference to Exhibit 10.16 of Registrant’s Form 8-K filed
September 19, 2007).
|
10.17
|
|
Senior
Secured Subordinated Promissory Note, dated September 13, 2007, of
GFN Australasia Finance Pty Limited in favor of Bison Capital Australia,
L.P.
(incorporated by reference to Exhibit 10.17 of Registrant’s Form 8-K filed
September 19, 2007).
|
10.18
|
|
Form
of Deed of Charge, dated as of September 13, 2007, between each of
General
Finance Corporation,
GFN U.S. Australasia Holdings, Inc., GFN Australasia Holdings Pty
Limited
and GFN Australasia Finance Pty Limited, respectively, and Bison
Capital
Australia, L.P. (incorporated
by reference to Exhibit 10.18 of Registrant’s Form 8-K filed September 19,
2007).
|
10.19
|
|
Warrants,
dated September 13, 2007, of General
Finance Corporation
in
favor of Bison Capital Australia, L.P. (incorporated
by reference to Exhibit 10.19 of Registrant’s Form 8-K filed September 19,
2007).
|
10.20
|
|
Registration
Rights Agreement dated as of September 13, 2007, between General
Finance Corporation
and Bison Capital Australia, L.P. (incorporated
by reference to Exhibit 10.20 of Registrant’s Form 8-K filed September 19,
2007).
|
10.21
|
|
Guaranty,
dated as of September 13, 2007, by General
Finance Corporation,
GFN U.S. Australasia Holdings, Inc. and GFN Australasia Holdings
Pty
Limited in favor of Bison Capital Australia, L.P. (incorporated
by reference to Exhibit 10.21 of Registrant’s Form 8-K filed September 19,
2007).
|
10.22
|
|
Shareholders
Agreement dated as of September 13, 2007, among General
Finance Corporation,
GFN U.S. Australasia Holdings, Inc. and Bison Capital Australia,
L.P.
(incorporated
by reference to Exhibit 10.22 of Registrant’s Form 8-K filed September 19,
2007).
|
10.23
|
|
Royal
Wolf Intercreditor Deed, dated as of September 13, 2007, among
General
Finance Corporation,
Bison Capital Australia, L.P., Royal Wolf Trading Australia Pty Ltd,
GFN
Australasia Finance Pty Ltd, RWA Holdings Pty Ltd, GFN Australasia
Holdings Pty Ltd, Royal Wolf Hi-Tech Pty Ltd, and Australia and New
Zealand Banking Group Limited (incorporated
by reference to Exhibit 10.23 of Registrant’s Form 8-K filed September 19,
2007).
|
10.24
|
|
Sublease,
dated February 7, 2007, between Royal Wolf Trading Australia Pty Ltd
and Tyne Container Services Pty Limited (incorporated
by reference to Exhibit 10.24 of Registrant’s Form 8-K filed September 19,
2007).
|
10.25
|
|
Commercial
Tenancy Agreement, dated October 31, 2006, between Royal Wolf Trading
Australasia Pty Ltd and Corporate Banking Services Pty Ltd (incorporated
by reference to Exhibit 10.25 of Registrant’s Form 8-K filed September 19,
2007).
|
10.26
|
|
Lease,
dated October 1, 2006, between Royal Wolf Trading Australia Pty Ltd
and GPF No. 3 Pty (incorporated
by reference to Exhibit 10.26 of Registrant’s Form 8-K filed September 19,
2007).
|
10.27
|
|
Letter
of Offer, dated September 10, 2007, to Royal Wolf Australia Group
from Australia and New Zealand Banking Group Limited (incorporated
by reference to Exhibit 10.27 of Registrant’s Form 8-K filed September 19,
2007).
|
10.28
|
|
Cross
Guarantee and Indemnity, dated September 13, 2007, by GFN Australasia
Holdings Pty Limited, GFN Australasia Finance Pty Limited, Royal
Wolf
Trading Australia Pty Limited, RWA Holdings Pty Limited and Royal
Wolf
Hi-Tech Ltd in favor of Australia and New Zealand Banking Group Limited
(incorporated
by reference to Exhibit 10.28 of Registrant’s Form 8-K filed September 19,
2007).
|
21.1
|
|
Subsidiaries
of General Finance Corporation
|
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
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
||||||||
(A
Development Stage Company)
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
ASSETS
|
December
31, 2006
|
June
30, 2007
|
||||||
Current
assets:
|
(as
restated)
|
(as
restated)
|
|||||
Cash
|
$
|
37,713
|
$
|
59,427
|
|||
Cash
equivalents held in trust account - restricted
|
68,055,252
|
68,217,585
|
|||||
Prepaid
expenses
|
19,125
|
111,375
|
|||||
Total
current assets
|
68,112,090
|
68,388,387
|
|||||
Office
equipment, net
|
2,871
|
2,349
|
|||||
Deferred
income taxes
|
--
|
131,827
|
|||||
Deferred
acquisition costs
|
783,663 | 1,547,742 | |||||
Other
assets
|
814,547
|
1,007,837
|
|||||
Total
assets
|
$
|
69,713,171
|
$
|
71,078,142
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
462,224
|
$
|
660,366
|
|||
Accrued
liabilities, including accrued interest of $20,498 in 2006 and
$91,253 in
2007 on borrowings from related party
|
77,083
|
244,699
|
|||||
Income
taxes payable
|
560,800
|
177,200
|
|||||
Deferred
underwriting fees
|
1,380,000
|
1,380,000
|
|||||
Borrowings
from related party
|
1,280,000
|
2,350,000
|
|||||
Total
current liabilities
|
3,760,107
|
4,812,265
|
|||||
Deferred
income taxes
|
187,800
|
--
|
|||||
Common stock subject to possible conversion, | |||||||
1,724,138
shares at conversion value
|
13,168,200
|
13,338,500
|
|||||
Commitments
|
--
|
--
|
|||||
Stockholders’
equity:
|
|||||||
Preferred
stock, $.0001 par value: 1,000,000 shares authorized; no shares
outstanding
|
--
|
--
|
|||||
Common
stock, $.0001 par value: 100,000,000 shares authorized;
|
|||||||
10,500,000
shares outstanding (including 1,724,138 shares subject to possible
conversion)
|
1,050
|
1,050
|
|||||
Additional
paid-in capital
|
51,708,433
|
51,777,233
|
|||||
Earnings
accumulated during the development stage
|
887,581
|
1,149,094
|
|||||
Total
stockholders’ equity
|
52,597,064
|
52,927,377
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
69,713,171
|
$
|
71,078,142
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
(A
Development Stage Company)
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
October
14, 2005 (inception) to
December
31, 2005
|
Year
Ended
December
31, 2006
|
Six
Months Ended
June
30, 2007
|
October
14, 2005 (inception) to
June
30, 2007
|
||||||||||
(as
restated)
|
(as
restated)
|
(as
restated)
|
|||||||||||
General
and administrative expenses
|
$
|
3,509
|
$
|
387,815
|
$
|
795,989
|
$
|
1,187,313
|
|||||
Operating
loss
|
(3,509
|
)
|
(387,815
|
)
|
(795,989
|
)
|
(1,187,313
|
)
|
|||||
Other:
|
|||||||||||||
Interest
income
|
--
|
1,888,503
|
1,312,169
|
3,200,672
|
|||||||||
Interest
expense
|
--
|
(20,498
|
)
|
(72,398
|
)
|
(92,896
|
)
|
||||||
Other,
net
|
--
|
--
|
(7,469
|
)
|
(7,469
|
)
|
|||||||
Income
(loss) before provision for income taxes
|
(3,509
|
)
|
1,480,190
|
436,313
|
1,912,994
|
||||||||
Provision
for income taxes
|
--
|
589,100
|
174,800
|
763,900
|
|||||||||
Net
income (loss)
|
$
|
(3,509
|
)
|
$
|
891,090
|
$
|
261,513
|
$
|
1,149,094
|
||||
Net
income (loss) per share:
|
|||||||||||||
Basic
|
$
|
(0.00
|
)
|
$
|
0.11
|
$
|
0.02
|
||||||
Diluted
|
$
|
(0.00
|
)
|
$
|
0.09
|
$
|
0.02
|
||||||
Weighted
average shares outstanding
|
|||||||||||||
Basic
|
1,875,000
|
8,151,369
|
10,500,000
|
||||||||||
Diluted
|
1,875,000
|
9,636,545
|
12,704,299
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
(A
Development Stage Company)
|
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’
EQUITY
|
Common
Stock
|
Additional
Paid-In
|
Earnings
Accumulated During the Development
|
Total
Stockholders’
|
|||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||
Balance
at October 14, 2005 (inception)
|
--
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
--
|
|||||||
Sale
of common stock to initial stockholder on October 14, 2005
|
1,875,000
|
188
|
249,812
|
--
|
250,000
|
|||||||||||
Net
loss
|
--
|
--
|
--
|
(3,509
|
)
|
(3,509
|
)
|
|||||||||
Balance
at December 31, 2005
|
1,875,000
|
188
|
249,812
|
(3,509
|
)
|
246,491
|
||||||||||
Sale
of warrants on April 10, 2006
|
--
|
--
|
700,000
|
--
|
700,000
|
|||||||||||
Sale
of 7,500,000 units and underwriters’ purchase option, net of underwriters’
discount and offering expenses on
April
10, 2006
|
7,500,000
|
750
|
55,254,754
|
--
|
55,255,504
|
|||||||||||
Sale
of 1,125,000 units for over-allotment on April 13, 2006
|
1,125,000
|
112
|
8,319,667
|
--
|
8,319,779
|
|||||||||||
Proceeds
subject to possible conversion of 1,724,138 shares
|
--
|
--
|
(12,857,800
|
)
|
--
|
(12,857,800
|
)
|
|||||||||
Share-based
compensation
|
--
|
--
|
42,000
|
--
|
42,000
|
|||||||||||
Net
income (as
restated)
|
--
|
--
|
--
|
891,090
|
891,090
|
|||||||||||
Balance
at December 31, 2006
|
10,500,000
|
1,050
|
51,708,433
|
887,581
|
52,597,064
|
|||||||||||
Share-based
compensation
|
--
|
--
|
68,800
|
--
|
68,800
|
|||||||||||
Net
income (as restated)
|
--
|
--
|
--
|
261,513
|
261,513
|
|||||||||||
Balance
at June 30, 2007
|
10,500,000
|
$
|
1,050
|
$
|
51,777,233
|
$
|
1,149,094
|
$
|
52,927,377
|
GENERAL
FINANCE CORPORATION AND SUBSIDIARIES
|
(A
Development Stage Company)
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
October
14, 2005 (inception) to December 31, 2005
|
|
Year
Ended
December
31, 2006
|
|
Six
Months Ended
June
30, 2007
|
|
October
14, 2005 (inception) to June 30, 2007
|
|||||||
Cash
flows from operating activities
|
|||||||||||||
Net
income (loss)
|
$
|
(3,509
|
)
|
$
|
891,090
|
$
|
261,513
|
$
|
1,149,094
|
||||
Depreciation
and amortization
|
--
|
722
|
707
|
1,429
|
|||||||||
Share-based
compensation expense
|
--
|
42,000
|
68,800
|
110,800
|
|||||||||
Deferred
income taxes
|
--
|
187,800
|
(319,627
|
)
|
(131,827
|
)
|
|||||||
Changes
in operating assets and liabilities:
|
|||||||||||||
Prepaid
expenses
|
--
|
(19,125
|
)
|
(92,250
|
)
|
(111,375
|
)
|
||||||
Other
assets
|
(71,116
|
)
|
200,493
|
--
|
(3,688
|
)
|
|||||||
Accounts
payable and accrued liabilities
|
--
|
406,242
|
365,758
|
905,065
|
|||||||||
Income
taxes payable
|
--
|
560,800
|
(383,600
|
)
|
177,200
|
||||||||
Interest
deferred for common stock
subject
to possible conversion, net of
income
tax effect
|
--
|
310,400
|
170,300
|
480,700
|
|||||||||
Net
cash provided (used) by operating
activities
|
(74,625
|
)
|
2,580,422
|
71,601
|
2,577,398
|
||||||||
Cash
flows from investing activities:
|
|||||||||||||
Deposit
related to proposed acquisition
|
--
|
(811,320
|
)
|
(193,475
|
)
|
(1,004,795
|
)
|
||||||
Acquisition
costs
|
--
|
(783,663
|
)
|
(764,079
|
)
|
(1,547,742
|
)
|
||||||
Purchases
of office equipment
|
--
|
(3,132
|
)
|
--
|
(3,132
|
)
|
|||||||
Cash
equivalents held in trust account
|
--
|
(68,055,252
|
)
|
(162,333
|
)
|
(68,217,585
|
)
|
||||||
Net
cash used by investing activities
|
--
|
(69,653,367
|
)
|
(1,119,887
|
)
|
(70,773,254
|
)
|
||||||
Cash
flows from financing activities:
|
|||||||||||||
Borrowings
from revolving line of credit
with
related party
|
--
|
1,280,000
|
1,070,000
|
2,350,000
|
|||||||||
Proceeds
from sale of units, net
|
--
|
64,955,283
|
--
|
64,955,283
|
|||||||||
Proceeds
from private placement
|
--
|
700,000
|
--
|
700,000
|
|||||||||
Proceeds
from sale of common stock to
initial
stockholder
|
250,000
|
--
|
--
|
250,000
|
|||||||||
Net
cash provided by financing
activities
|
250,000
|
66,935,283
|
1,070,000
|
68,255,283
|
|||||||||
Net
increase (decrease) in cash
|
175,375
|
(137,662
|
)
|
21,714
|
59,427
|
||||||||
Cash
at beginning of period
|
--
|
175,375
|
37,713
|
-
|
|||||||||
Cash
at end of period
|
$
|
175,375
|
$
|
37,713
|
$
|
59,427
|
$
|
59,427
|
|||||
Non-cash
financing activity:
|
|||||||||||||
Accrued
deferred underwriting fees
|
--
|
$
|
1,380,000
|
$
|
1,380,000
|
$
|
1,380,000
|
||||||
Accrued
deferred offering costs
|
$
|
133,065
|
--
|
--
|
--
|
|
October 14,
2005 (inception) to
December 31,
2005
|
|
Year
Ended
December
31, 2006
|
|
Six
Months Ended
June
30, 2007
|
|||||
Basic
|
1,875,000
|
8,151,369 |
10,500,000
|
|||||||
Assumed
exercise of warrants
|
—
|
1,481,590 |
2,188,003
|
|||||||
Assumed exercise
of stock options
|
—
|
3,586 |
16,296
|
|||||||
Diluted
|
1,875,000
|
9,636,545 |
12,704,299
|
At
|
|||||||
June
30,
|
|||||||
2007
|
2006
|
||||||
(-000-)
|
|||||||
Assets
|
|
|
|||||
Cash
and cash equivalents
|
$ |
886
|
$ |
567
|
|||
Trade
and other receivables, net of allowance for doubtful accounts of
$237
and $129 at June 30, 2007 and 2006, respectively
|
13,322
|
7,451
|
|||||
Inventories
|
5,472
|
5,460
|
|||||
Total
current assets
|
19,680
|
13,478
|
|||||
|
|
|
|||||
Lease
receivables
|
1,364
|
566
|
|||||
Property,
plant and equipment
|
2,737
|
2,614
|
|||||
Container
for hire fleet
|
40,928
|
27,773
|
|||||
Intangible
assets
|
4,079
|
3,472
|
|||||
Total
non-current assets
|
49,108
|
34,425
|
|||||
|
|
|
|||||
Total
assets
|
$ |
68,788
|
$ |
47,903
|
|||
|
|
|
|||||
Liabilities
|
|
|
|||||
Trade
and other payables
|
$ |
8,641
|
$ |
9,133
|
|||
Interest-bearing
loans and borrowings
|
10,359
|
6,526
|
|||||
Income
tax payable
|
245
|
—
|
|||||
Employee
benefits
|
1,614
|
702
|
|||||
Provisions
|
—
|
219
|
|||||
Total
current liabilities
|
20,859
|
16,580
|
|||||
|
|
|
|||||
Non-current
liabilities
|
|
|
|||||
Interest
bearing loans and borrowings
|
33,811
|
27,155
|
|||||
Deferred
tax liabilities
|
881
|
415
|
|||||
Employee
benefits
|
171
|
529
|
|||||
Provisions
|
26
|
206
|
|||||
Total
non-current liabilities
|
34,889
|
28,305
|
|||||
|
|
|
|||||
Commitments
and contingencies (Note 18)
|
—
|
—
|
|||||
|
|
|
|||||
Equity
|
|
|
|||||
Issued
capital
|
12,187
|
3,441
|
|||||
Retained
earnings/(accumulated losses)
|
(9
|
)
|
(321
|
)
|
|||
Accumulated
other comprehensive income (loss)
|
862 | (102 |
)
|
||||
13,040
|
3,018
|
||||||
Total
liabilities and shareholders’ equity
|
$ |
68,788
|
$ |
47,903
|
Six
Months
|
|||||||||||||
Year
Ended
|
Ended
|
Year
Ended
|
|||||||||||
June
30,
|
December
31,
|
||||||||||||
2007
|
2006
|
2005
|
2004
|
||||||||||
(-000-)
|
|||||||||||||
Revenue
|
|||||||||||||
Sale
and modification of containers
|
$ |
52,929
|
$ |
34,473
|
$ |
13,563
|
$ |
26,141
|
|||||
Hire
of containers
|
21,483
|
15,921
|
7,224
|
12,351
|
|||||||||
Total
revenue
|
74,412
|
50,394
|
20,787
|
38,492
|
|||||||||
Other
income
|
25
|
26
|
14
|
23
|
|||||||||
Changes
in inventories of finished goods and WIP
|
758
|
(2,599
|
)
|
(1,497
|
)
|
1,283
|
|||||||
Purchases
of finished goods and consumables used
|
(47,185
|
)
|
(30,088
|
)
|
(11,360
|
)
|
(25,385
|
)
|
|||||
Employee
benefits expense
|
(12,678
|
)
|
(7,631
|
)
|
(3,721
|
)
|
(5,616
|
)
|
|||||
Depreciation
and amortization expense
|
(2,577
|
)
|
(2,668
|
)
|
(1,480
|
)
|
(2,504
|
)
|
|||||
Other
operating expenses
|
(8,083
|
)
|
(5,022
|
)
|
(2,183
|
)
|
(3,367
|
)
|
|||||
Results
from operating activities
|
4,672
|
2,412
|
560
|
2,926
|
|||||||||
Financial
income
|
508
|
413
|
332
|
87
|
|||||||||
Financial
expenses
|
(4,378
|
)
|
(3,039
|
)
|
(1,127
|
)
|
(2,397
|
)
|
|||||
Net
financing costs
|
(3,870
|
)
|
(2,626
|
)
|
(795
|
)
|
(2,310
|
)
|
|||||
Other,
net
|
—
|
—
|
133
|
68
|
|||||||||
Income(loss)
before tax
|
802
|
(214
|
)
|
(102
|
)
|
684
|
|||||||
Income
tax expense
|
490
|
214
|
75
|
400
|
|||||||||
Net
income(loss)
|
$ |
312
|
$ |
(428
|
)
|
$ |
(177
|
)
|
$ |
284
|
Share
capital
(Note
15)
|
Retained
earnings/
(Accumulated
losses)
|
Accumulated
other comprehensive income (loss)
|
Total
equity
|
||||||||||
(-000-)
|
|||||||||||||
Balance
at January 1, 2004
|
$ |
2,762
|
$ |
—
|
$ |
—
|
$ |
2,762
|
|||||
Net
income
|
—
|
284
|
—
|
284
|
|||||||||
Cumulative
translation
adjustment
|
—
|
—
|
119
|
119
|
|||||||||
Total comprehensive income (loss) | — | 284 | 119 | 403 | |||||||||
Balance
at December 31, 2004
|
2,762
|
284
|
119
|
3,165
|
|||||||||
Issuance
of capital
|
679
|
—
|
—
|
679
|
|||||||||
Net
loss
|
—
|
(177
|
)
|
—
|
(177
|
)
|
|||||||
Cumulative
translation
adjustment
|
—
|
—
|
(81
|
)
|
(81 | ) | |||||||
Total comprehensive income (loss) |
—
|
(177) | (81) | (258) | |||||||||
Balance
at June 30, 2005
|
3,441
|
107
|
38
|
3,586
|
|||||||||
Net
loss
|
—
|
(428
|
)
|
—
|
(428
|
)
|
|||||||
Cumulative
translation
adjustment
|
—
|
—
|
(140
|
) |
(140
|
)
|
|||||||
Total comprehensive income (loss) |
—
|
(428)
|
(140)
|
(568)
|
|||||||||
Balance
at June 30, 2006
|
3,441
|
(321
|
)
|
(102
|
) |
3,018
|
|||||||
Issuance
of capital
|
8,746
|
—
|
—
|
8,746
|
|||||||||
Net
income
|
—
|
312
|
—
|
312
|
|||||||||
Cumulative
translation
adjustment
|
—
|
—
|
964
|
964 | |||||||||
Total comprehensive income (loss) |
—
|
312
|
964
|
1,276
|
|||||||||
Balance
at June 30, 2007
|
$ |
12,187
|
$ |
(9
|
)
|
$ |
862
|
$ |
13,040
|
Year
Ended
|
Six
Months Ended
|
Year
Ended
|
|||||||||||
June
30,
|
December
31,
|
||||||||||||
2007
|
2006
|
2005
|
2004
|
||||||||||
(-000-)
|
|||||||||||||
Cash
flows from operating activities (Note 20)
|
|
|
|
|
|||||||||
Cash
receipts from customers
|
$ |
75,502
|
$ |
53,376
|
$ |
22,616
|
$ |
41,518
|
|||||
Cash
paid to suppliers and employees
|
(62,796
|
)
|
(41,204
|
)
|
(19,597
|
)
|
(36,550
|
)
|
|||||
12,706
|
12,172
|
3,019
|
4,968
|
||||||||||
Interest
(paid)/received, net
|
(3,799
|
)
|
(2,118
|
)
|
(902
|
)
|
(1,182
|
)
|
|||||
Income
taxes received/(paid)
|
49
|
-
|
(587
|
)
|
576
|
||||||||
Net
cash from operating activities
|
8,956
|
10,054
|
1,530
|
4,362
|
|||||||||
|
|
|
|
|
|||||||||
Cash
flows from investing activities
|
|
|
|
|
|||||||||
Proceeds
from sale of property, plant and equipment
|
101
|
52
|
19
|
55
|
|||||||||
Acquisition
of subsidiary, net of cash acquired
|
(303
|
)
|
(4,855
|
)
|
—
|
—
|
|||||||
Acquisition
of property, plant and equipment
|
(845
|
)
|
(837
|
)
|
(1,498
|
)
|
(924
|
)
|
|||||
Acquisition
of container hire fleet
|
(20,350
|
)
|
(13,178
|
)
|
(5,975
|
)
|
(8,848
|
)
|
|||||
Acquisition
of intangible assets
|
(66
|
)
|
(144
|
)
|
(19
|
)
|
(52
|
)
|
|||||
Payment
of deferred purchase consideration
|
(451
|
)
|
-
|
(2,707
|
)
|
—
|
|||||||
Net
cash used by investing activities
|
(21,914
|
)
|
(18,962
|
)
|
(10,180
|
)
|
(9,769
|
)
|
|||||
|
|
|
|
|
|||||||||
Cash
flows from financing activities
|
|
|
|
|
|||||||||
Proceeds
from capital lease and other liabilities
|
434
|
—
|
—
|
—
|
|||||||||
Payment
of capital lease and other liabilities
|
(1,152
|
)
|
(565
|
)
|
(298
|
)
|
(1,408
|
)
|
|||||
Proceeds
from borrowings
|
16,050
|
20,088
|
10,045
|
14,901
|
|||||||||
Repayment
of borrowings
|
(10,689
|
)
|
(10,557
|
)
|
(1,241
|
)
|
(9,402
|
)
|
|||||
Proceeds
from issuance of capital
|
8,746
|
—
|
679
|
—
|
|||||||||
Net
cash from financing activities
|
13,389
|
8,966
|
9,185
|
4,091
|
|||||||||
|
|
|
|
|
|||||||||
Net
increase / (decrease) in cash and cash equivalents
|
431
|
58
|
535
|
(1,316
|
)
|
||||||||
Cash
and cash equivalents at beginning of period
|
567
|
530
|
2
|
1,340
|
|||||||||
Translation adjustment |
(112
|
) |
(21
|
)
|
(7
|
) |
(22
|
) | |||||
Cash
and cash equivalents at end of period
|
$ |
886
|
$ |
567
|
$ |
530
|
$ |
2
|
Property,
plant and equipment are stated at cost, less accumulated depreciation
(see
below) and impairment losses (see accounting policy (k)). The cost
of
self-constructed assets includes the cost of materials, direct
labor, the
initial estimate, where relevant, of the costs of dismantling and
removing
the items and restoring the site on which they are located, and
an
appropriate proportion of production overheads, where
applicable.
|
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. |
The Company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when the cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Company and the cost of the item can be measured reliably. All other costs are recognized in the statement of operations as an expense as incurred. |
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. |
|
2007
|
|
2004
- 2006
|
||
|
|
|
|||
|
|
|
|
||
Plant
and equipment
|
3
-
10 years
|
|
3
-
10 years
|
||
Motor
vehicles
|
3
-
10 years
|
|
3
-
10 years
|
||
Furniture
and fittings
|
5
-
10 years
|
|
5
-
10 years
|
||
|
|
|
|
||
Container
hire fleet
|
|
|
|
||
|
|
|
|
||
Containers
for hire
|
10-20
years (10-70% residual)
|
|
10-25
years (20% residual)
|
||
10-20
years (10-70% residual)
|
|
10-25
years (20% residual)
|
|||
Leased
containers for hire (new)
|
10-20
years (10-70% residual)
|
|
10-30
years (20-30% residual)
|
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. Goodwill is allocated to cash-generating units and not amortized but is tested annually for impairment (see accounting policy (k)). |
Other intangible assets that are acquired by the Company are stated at cost less accumulated amortization (see below) and impairment losses (see accounting policy (k)). |
Research and development costs are expensed as incurred. |
Subsequent expenditures on capitalized intangible assets are capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures are expensed as incurred. |
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 at each balance sheet date. Other intangible assets are amortized from the date they are available for use. |
Obligations for contributions to a defined contribution pernsion plan are recognized as an expense in the statement of operations as incurred. |
The Company’s net obligation in respect of long-term service benefits 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 Government bonds at the balance sheet date which have maturity dates approximating to the terms of the Company’s obligations. |
Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided to reporting date, are calculated at undiscounted amounts based on remuneration wage and salary rates that the Company expects to pay as at reporting date including related payroll costs, such as workers compensation insurance and payroll tax. |
The Company had an employee share option plan (ESOP) for the granting of non-transferable options to certain key management personnel and senior employees with more than twelve months’ service at the grant date. During 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 in July 2007. |
· |
persuasive
evidence of an arrangement exists;
|
· |
delivery
has occurred;
|
· |
the
seller’s price to the customer is fixed or determinable;
and
|
· |
collectability
is reasonable assured.
|
Six
Months
|
|||||||||||||
Year
Ended
|
Ended
|
Year
Ended
|
|||||||||||
June
30,
|
December
31,
|
||||||||||||
2007
|
2006
|
2005
|
2004
|
||||||||||
(-000-)
|
|||||||||||||
Interest
income
|
$
|
239
|
$
|
156
|
$
|
80
|
$
|
87
|
|||||
Net
gain on remeasurement of interest rate swap at fair value through
statement of operations
|
174
|
219
|
—
|
—
|
|||||||||
Net
foreign exchange gain
|
95
|
38
|
252
|
—
|
|||||||||
Financial
income
|
$
|
508
|
$
|
413
|
$
|
332
|
$
|
87
|
|||||
|
|
|
|
|
|||||||||
Interest
expense
|
$
|
4,378
|
$
|
3,017
|
$
|
1,002
|
$
|
2,110
|
|||||
Net
foreign exchange loss
|
—
|
—
|
—
|
287
|
|||||||||
Net
loss on remeasurement of forward exchange contracts at fair value
through
statement of operations
|
—
|
22
|
—
|
—
|
|||||||||
Net
loss on remeasurement of interest rate swap at fair value through
statement of operations
|
—
|
—
|
125
|
—
|
|||||||||
Financial
expenses
|
4,378
|
3,039
|
1,127
|
2,397
|
|||||||||
Net
financing costs
|
$
|
3,870
|
$
|
2,626
|
$
|
795
|
$
|
2,310
|
Six
Months
|
|||||||||||||
Year
Ended
|
Ended
|
Year
Ended
|
|||||||||||
June
30,
|
December
31,
|
||||||||||||
2007
|
2006
|
2005
|
2004
|
||||||||||
(-000-)
|
|||||||||||||
Recognized
in the income statement
|
|
|
|
|
|||||||||
Current
tax (benefit) / expense
|
|
|
|
|
|||||||||
Current
year
|
$
|
13
|
$
|
—
|
$
|
(23
|
)
|
$
|
(3
|
)
|
|||
Adjustments
for prior years
|
(4
|
)
|
—
|
—
|
—
|
||||||||
|
9
|
—
|
(23
|
)
|
(3
|
)
|
|||||||
|
|
|
|
|
|||||||||
Deferred
tax expense
|
|
|
|
|
|||||||||
Origination
and reversal of temporary differences
|
481
|
214
|
98
|
403
|
|||||||||
|
481
|
214
|
98
|
403
|
|||||||||
|
|
|
|
|
|||||||||
Total
income tax (benefit)/expense in income statement
|
$
|
490
|
$
|
214
|
$
|
75
|
$
|
400
|
Six
Months
|
|||||||||||||
Year
Ended
|
Ended
|
Year
Ended
|
|||||||||||
June
30,
|
December
31,
|
||||||||||||
2007
|
2006
|
2005
|
2004
|
||||||||||
(-000-)
|
|||||||||||||
Numerical
reconciliation between tax expense and pre-tax net
profit
|
|
|
|
|
|||||||||
|
|
|
|
|
|||||||||
Profit
/ (loss) before tax
|
$
|
802
|
$
|
(214
|
)
|
$
|
(102
|
)
|
$
|
684
|
|||
|
|
|
|
|
|||||||||
Income
tax using the domestic corporation tax rate of 30%
|
241
|
(64
|
)
|
(31
|
)
|
205
|
|||||||
|
|
|
|
|
|||||||||
Increase
in income tax expense due to:
|
|
|
|
|
|||||||||
Goodwill
write off arising from benefit from deferred tax assets not recognized
at
date of previous business combinations
|
—
|
80
|
—
|
—
|
|||||||||
Non-deductible
expenses
|
253
|
198
|
106
|
195
|
|||||||||
Decrease
in income tax expense due to:
|
|
|
|
|
|||||||||
Under
/ (over) provided in prior years
|
(4
|
)
|
—
|
—
|
—
|
||||||||
Income
tax (benefit) / expense on pre-tax net profit
|
$
|
490
|
$
|
214
|
$
|
75
|
$
|
400
|
Assets
|
Liabilities
|
Net
|
|||||||||||||||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
||||||||||||||
(-000-)
|
|||||||||||||||||||
Property,
plant and equipment
|
$
|
—
|
$
|
—
|
$
|
(1,902
|
)
|
$
|
(1,338
|
)
|
$
|
(1,902
|
)
|
$
|
(1,338
|
)
|
|||
Interest
bearing loans and borrowings
|
71
|
91
|
—
|
—
|
71
|
91
|
|||||||||||||
Employee
benefits
|
164
|
269
|
—
|
—
|
164
|
269
|
|||||||||||||
Other
items
|
786
|
114
|
—
|
(87
|
)
|
786
|
27
|
||||||||||||
Tax
value of loss carry-forwards
|
—
|
536
|
—
|
—
|
—
|
536
|
|||||||||||||
Tax
assets / (liabilities)
|
$
|
1,021
|
$
|
1,010
|
$
|
(1,902
|
)
|
$
|
(1,425
|
)
|
$
|
(881
|
)
|
$
|
(415
|
)
|
At
June 30,
|
|||||||
2007
|
2006
|
||||||
(-000-)
|
|||||||
Current
|
|
|
|||||
Trade
receivables
|
$
|
12,189
|
$
|
6,788
|
|||
Less: allowances
|
(237
|
)
|
(129
|
)
|
|||
|
11,952
|
6,659
|
|||||
|
|
|
|||||
Lease
receivable
|
479
|
245
|
|||||
Fair
value of derivatives
|
300
|
96
|
|||||
Other
receivables and prepayments
|
591
|
451
|
|||||
|
$
|
13,322
|
$
|
7,451
|
At
June 30,
|
|||||||
2007
|
2006
|
||||||
(-000-)
|
|||||||
Finished
goods
|
$
|
4,113
|
$
|
5,081
|
|||
Work
in progress
|
1,359
|
379
|
|||||
|
$
|
5,472
|
$
|
5,460
|
Plant
and equipment, fixtures and fittings
|
||||
(-000-)
|
||||
Cost
|
|
|||
Balance
at January 1, 2004
|
$
|
866
|
||
Acquisitions
|
924
|
|||
Disposals
|
(51
|
)
|
||
Translation adjustment | 83 | |||
Balance
at December 31, 2004
|
1,822
|
|||
Acquisitions
|
1,498
|
|||
Disposals
|
(27
|
)
|
||
Translation adjustment | (64 | ) | ||
Balance
at June 30, 2005
|
3,229
|
|||
Acquisitions
|
837
|
|||
Acquisitions
through business combinations
|
230
|
|||
Disposals
|
(82
|
)
|
||
Translation adjustment |
(159
|
) | ||
Balance
at June 30, 2006
|
4,055
|
|||
Acquisitions
|
845
|
|||
Disposals
|
(237
|
)
|
||
Translation adjustment |
707
|
|||
Balance
at 30 June 2007
|
$
|
5,370
|
||
Depreciation
and impairment losses
|
|
|||
Balance
at January 1, 2004
|
$
|
—
|
||
Depreciation
charge for the period
|
(411
|
)
|
||
Disposals
|
24
|
|||
Translation adjustment |
(22
|
) | ||
Balance
at December 31, 2004
|
(409
|
)
|
||
Depreciation
charge for the period
|
(337
|
)
|
||
Disposals
|
22
|
|||
Translation adjustment |
14
|
|||
Balance
at June 30, 2005
|
(710
|
)
|
||
Depreciation
charge for the period
|
(830
|
)
|
||
Disposals
|
51
|
|||
Translation adjustment | 48 | |||
Balance
at June 30, 2006
|
(1,441
|
)
|
||
Depreciation
charge for the period
|
(1,020
|
)
|
||
Disposals
|
133
|
|||
Translation adjustment |
(305
|
) | ||
Balance
at June 30, 2007
|
$
|
(2,633
|
)
|
Container
Hire Fleet
|
||||
(-000-)
|
||||
Cost
|
|
|
|
|
Balance
at January 1, 2004
|
|
$
|
13,128
|
|
Acquisitions
|
|
|
8,848
|
|
Transfers
to inventory
|
|
|
(4,016
|
)
|
Translation adjustment | 767 | |||
Balance
at December 31, 2004
|
|
|
18,727
|
|
Acquisitions
|
|
|
5,975
|
|
Transfers
to inventory
|
|
|
(2,959
|
)
|
Translation adjustment |
(479
|
) | ||
Balance
at June 30, 2005
|
|
|
21,264
|
|
Acquisitions
|
|
|
13,178
|
|
Acquisitions
through business combinations
|
|
|
5,107
|
|
Transfers
to inventory
|
|
|
(8,478
|
)
|
Translation adjustment |
(1,123
|
) | ||
Balance
at June 30, 2006
|
|
|
29,948
|
|
Acquisitions
|
|
|
20,350
|
|
Acquisitions
through business combinations
|
|
|
299
|
|
Transfers
to inventory
|
|
|
(12,601
|
)
|
Translation adjustment | 5,513 | |||
Balance
June 30, 2007
|
|
$
|
43,509
|
|
|
|
|
|
|
Depreciation
and impairment losses
|
|
|
|
|
Balance
at January 1, 2004
|
|
$
|
—
|
|
Depreciation
charge for the period
|
|
|
(1,775
|
)
|
Transfers
to inventory
|
|
|
626
|
|
Translation adjustment | (67 | ) | ||
Balance
at December 31, 2004
|
|
|
(1,216
|
)
|
Depreciation
charge for the period
|
|
|
(984
|
)
|
Transfers
to inventory
|
|
|
545
|
|
Translation adjustment | 35 | |||
Balance
at June 30, 2005
|
|
|
(1,620
|
)
|
Depreciation
charge for the period
|
|
|
(1,475
|
)
|
Transfers
to inventory
|
|
|
837
|
|
Translation adjustment | 83 | |||
Balance
at June 30, 2006
|
|
|
(2,175
|
)
|
Depreciation
charge for the period
|
|
|
(1,514
|
)
|
Transfers
to inventory
|
|
|
1,467
|
|
Translation adjustment |
(359
|
) | ||
Balance
at June 30, 2007
|
|
$
|
(2,581
|
)
|
Software
|
Goodwill
|
Trademarks
|
Other
|
Total
|
||||||||||||
(-000-)
|
||||||||||||||||
Cost
|
|
|
|
|
|
|||||||||||
Balance
at January 1, 2004
|
$
|
710
|
$
|
437
|
$
|
300
|
$
|
—
|
$
|
1,447
|
||||||
Acquisitions
through business combinations
|
—
|
2,580
|
—
|
—
|
2,580
|
|||||||||||
Other
acquisitions
|
52
|
—
|
—
|
—
|
52
|
|||||||||||
Translation
adjustment
|
29 | 167 | 10 |
—
|
206 | |||||||||||
Balance
at December 31, 2004
|
791
|
3,184
|
310
|
—
|
4,285
|
|||||||||||
Acquisitions
|
19
|
—
|
—
|
—
|
19
|
|||||||||||
Translation adjustment | (18 | ) | (74 | ) | (7 | ) | — | (99 | ) | |||||||
Balance
at June 30, 2005
|
792
|
3,110
|
303
|
—
|
4,205
|
|||||||||||
Acquisitions
through business combinations
|
—
|
1,304
|
—
|
—
|
1,304
|
|||||||||||
Other
acquisitions
|
99
|
—
|
—
|
45
|
144
|
|||||||||||
Translation adjustment | (35 | ) | (158 | ) | (12 | ) | (2 | ) | (207 | ) | ||||||
Balance
at June 30, 2006
|
856
|
4,256
|
291
|
43
|
5,446
|
|||||||||||
Acquisitions
through business combinations
|
—
|
17
|
—
|
—
|
17
|
|||||||||||
Other
acquisitions
|
24
|
—
|
—
|
42
|
66
|
|||||||||||
Translation adjustment | 141 | 693 | 47 | 10 | 891 | |||||||||||
Balance
at June 30, 2007
|
$
|
1,021
|
$
|
4,966
|
$
|
338
|
$
|
95
|
$
|
6,420
|
||||||
|
|
|
|
|
|
|||||||||||
Amortisation
and impairment losses
|
|
|
|
|
|
|||||||||||
Balance
at January 1, 2004
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Amortization
for the period
|
(318
|
)
|
—
|
—
|
—
|
(318
|
)
|
|||||||||
Write
off on utilization of unrecognized tax assets arising from business
combinations
|
—
|
(403
|
)
|
—
|
—
|
(403
|
)
|
|||||||||
Translation adjustment |
(18
|
) |
(24
|
) |
—
|
—
|
(42
|
) | ||||||||
Balance
at December 31, 2004
|
(336
|
)
|
(427
|
)
|
—
|
—
|
(763
|
)
|
||||||||
Amortization
for the period
|
(159
|
)
|
—
|
—
|
—
|
(159
|
)
|
|||||||||
Write
off on utilization of unrecognized tax assets arising from business
combinations
|
—
|
(98
|
)
|
—
|
—
|
(98
|
)
|
|||||||||
Translation adjustment |
10
|
11
|
—
|
—
|
21
|
|||||||||||
Balance
at June 30, 2005
|
(485
|
)
|
(514
|
)
|
—
|
—
|
(999
|
)
|
||||||||
Amortization
for the period
|
(347
|
)
|
—
|
—
|
(16
|
)
|
(363
|
)
|
||||||||
Write
off on utilization of unrecognized tax assets arising from business
combinations
|
-
|
(678
|
)
|
—
|
—
|
(678
|
)
|
|||||||||
Translation adjustment | 28 | 38 |
—
|
—
|
66 | |||||||||||
Balance
at June 30, 2006
|
(804
|
)
|
(1,154
|
)
|
—
|
(16
|
)
|
(1,974
|
)
|
|||||||
Amortization
for the period
|
(35
|
)
|
-
|
—
|
(8
|
)
|
(43
|
)
|
||||||||
Translation adjustment |
(134
|
) |
(188
|
) |
—
|
(2
|
) |
(324
|
) | |||||||
Balance
at June 30, 2007
|
$
|
(973
|
)
|
$
|
(1,342
|
)
|
$
|
—
|
$
|
(26
|
)
|
$
|
(2,341
|
)
|
At
June 30,
|
|||||||
2007
|
2006
|
||||||
(-000-)
|
|||||||
Trade
payables
|
$
|
4,684
|
$
|
7,714
|
|||
Other
payables
|
2,394
|
985
|
|||||
Unearned
revenue
|
1,495
|
413
|
|||||
Fair
value derivative
|
68
|
21
|
|||||
$
|
8,641
|
$
|
9,133
|
At
June 30,
|
|||||||
2007
|
2006
|
||||||
(-000-)
|
|||||||
Current
liabilities
|
|
|
|||||
Bank
overdraft and invoice financing facility
|
$
|
6,217
|
$
|
1,552
|
|||
Current
portion of bank loans
|
3,167
|
4,257
|
|||||
Other
loans
|
42
|
53
|
|||||
Current
portion of capital lease liabilities
|
933
|
664
|
|||||
|
10,359
|
6,526
|
|||||
|
|
|
|||||
Non-current
liabilities
|
|
|
|||||
Bank
loan
|
22,696
|
13,214
|
|||||
Non-convertible
notes
|
10,724
|
7,957
|
|||||
B
class notes
|
-
|
4,858
|
|||||
Capital
lease liabilities
|
391
|
1,126
|
|||||
|
$
|
33,811
|
$
|
27,155
|
At
June 30,
|
|||||||
2007
|
2006
|
||||||
(-000-)
|
|||||||
Financing
facilities
|
|
|
|||||
Bank
overdraft
|
$
|
866
|
$
|
745
|
|||
Invoice
financing facility
|
6,366
|
5,476
|
|||||
Secured
bank loans
|
40,969
|
31,366
|
|||||
|
$
|
48,201
|
$
|
37,587
|
|||
|
|
|
|||||
Facilities
utilized at reporting date
|
|
|
|||||
Bank
overdraft
|
$
|
545
|
$
|
682
|
|||
Invoice
financing facility
|
5,672
|
870
|
|||||
Secured
bank loans
|
37,084
|
25,808
|
|||||
|
$
|
43,301
|
$
|
27,360
|
|||
|
|
|
|||||
Facilities
not utilized at reporting date
|
|
|
|||||
Bank
overdraft
|
$
|
321
|
$
|
63
|
|||
Invoice
financing facility
|
694
|
4,606
|
|||||
Secured
bank loans
|
3,885
|
5,558
|
|||||
|
$
|
4,900
|
$
|
10,227
|
Year
Ending
|
|
|||
June
30,
|
(-000-)
|
|||
2008
|
$
|
3,176
|
||
2009
|
5,365
|
|||
2010
|
17,331
|
2007
|
2006
|
||||||||||||||||||
Minimum
lease payments
|
Interest
|
Principal
|
Minimum
lease payments
|
Interest
|
Principal
|
||||||||||||||
(-000-)
|
|||||||||||||||||||
Less
than one year
|
$
|
1,005
|
$
|
72
|
$
|
933
|
$
|
800
|
$
|
136
|
$
|
664
|
|||||||
Between
one and five years
|
421
|
30
|
391
|
1,197
|
71
|
1,126
|
|||||||||||||
More
than five years
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||
|
$
|
1,426
|
$
|
102
|
$
|
1,324
|
$
|
1,997
|
$
|
207
|
$
|
1,790
|
At
June 30,
|
|||||||
2007
|
2006
|
||||||
(-000-)
|
|||||||
Current
|
|
|
|||||
Liability
for annual leave (vacation)
|
$
|
656
|
$
|
566
|
|||
Liability
for long service leave (vacation)
|
199
|
136
|
|||||
Cash
settled share-based transactions
|
759
|
—
|
|||||
|
$
|
1,614
|
$
|
702
|
|||
|
|
|
|||||
Non
Current
|
|
|
|||||
Liability
for long service leave
|
$
|
171
|
$
|
341
|
|||
Cash
settled share-based transactions
|
—
|
188
|
|||||
|
171
|
529
|
|||||
|
|
|
|||||
Total
employee benefits
|
$
|
1,785
|
$
|
1,231
|
Leasehold
|
Deferred
|
|||||||||
Makegood
|
Consider-
|
|||||||||
costs
|
ation
|
Total
|
||||||||
(-000-)
|
||||||||||
Balance
at January 1, 2004
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
Provisions
made during the year
|
6
|
—
|
6
|
|||||||
Balance
at December 31, 2004
|
6
|
—
|
6
|
|||||||
Provisions
made during the year
|
—
|
—
|
—
|
|||||||
Balance
at June 30, 2005
|
6
|
—
|
6
|
|||||||
Provisions
made during the year
|
—
|
429
|
429
|
|||||||
Translation
adjustment
|
—
|
(10
|
)
|
(10
|
)
|
|||||
Balance
at June 30, 2006
|
6
|
419
|
425
|
|||||||
Provisions
made during the year
|
17
|
—
|
17
|
|||||||
Provisions
used during the year
|
—
|
(451
|
)
|
(451
|
)
|
|||||
Unwind
of discount
|
2
|
—
|
2
|
|||||||
Translation
adjustment
|
1 |
32
|
33
|
|||||||
Balance
at June 30, 2007
|
$
|
26
|
$
|
—
|
$
|
26
|
||||
|
|
|
|
|||||||
Balance
at June 30, 2006:
|
|
|
|
|||||||
Current
|
$
|
—
|
$
|
219
|
$
|
219
|
||||
Non-current
|
6
|
200
|
206
|
|||||||
|
$
|
6
|
$
|
419
|
$
|
425
|
||||
|
|
|
|
|||||||
Balance
at June 30, 2007:
|
|
|
|
|||||||
Current
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
Non-current
|
26
|
—
|
26
|
|||||||
$
|
26
|
$
|
—
|
$
|
26
|
At
June 30,
|
|||||||
2007
|
2006
|
||||||
Share
Capital
|
(-000-)
|
||||||
|
|
|
|||||
8,154,000
and 2,160,000 Ordinary (Common) Shares in 2007 and 2006, respectively
|
$ |
3,441
|
$ |
817
|
|||
-0-
and 4,322,590 A Class Shares in 2007 and 2006,
respectively
|
—
|
2,624
|
|||||
-0-
and 100 Class C Shares in 2007 and 2006, respectively
|
—
|
—
|
|||||
1 and
-0- D Class Share in 2007 and 2006, respectively
|
8,746
|
—
|
|||||
$ |
12,187
|
$ |
3,441
|
June
30, 2007
|
Effective
interest rate %
|
<
1 year
|
1-2
years
|
2-5
years
|
>5
years
|
Total
|
|||||||||||||
(-000-)
|
|||||||||||||||||||
Fixed
rate
|
|||||||||||||||||||
Lease
receivable
|
15.8
|
%
|
$ |
429
|
$ |
408
|
$ |
146
|
$ |
—
|
$ |
983
|
|||||||
Finance
lease liabilities
|
9.2
|
%
|
(934
|
)
|
(301
|
)
|
(89
|
)
|
—
|
(1,324
|
)
|
||||||||
Bank
loans
|
6.0
|
%
|
(1,347
|
)
|
(3,801
|
)
|
(8,979
|
)
|
—
|
(14,127
|
)
|
||||||||
Other
loans
|
4.0
|
%
|
(42
|
)
|
—
|
—
|
—
|
(42
|
)
|
||||||||||
Non-convertible
notes
|
15.0
|
%
|
—
|
—
|
(10,724
|
)
|
—
|
(10,724
|
)
|
||||||||||
|
|||||||||||||||||||
Variable
rate
|
|||||||||||||||||||
Cash
and cash equivalents
|
4.2
|
%
|
886
|
—
|
—
|
—
|
886
|
||||||||||||
Interest
rate swap
|
6.0
|
%
|
300
|
—
|
—
|
—
|
300
|
||||||||||||
Bank
loans
|
7.5
|
%
|
(1,820
|
)
|
(1,564
|
)
|
(8,352
|
)
|
—
|
(11,736
|
)
|
||||||||
Bank
overdrafts
|
BBSW
+ 1.65
|
%
|
(6,217
|
)
|
—
|
—
|
—
|
(6,217
|
)
|
||||||||||
$ |
(8,745
|
)
|
$ |
(5,258
|
)
|
$ |
(27,998
|
)
|
$ |
—
|
$ |
(42,001
|
)
|
June
30, 2006
|
Effective
interest rate %
|
<
1 year
|
1-2
years
|
2-5
years
|
>5
years
|
Total
|
|||||||||||||
(-000-)
|
|||||||||||||||||||
Fixed
rate
|
|||||||||||||||||||
Lease
receivable
|
18.1
|
%
|
$ |
245
|
$ |
277
|
$ |
288
|
$ |
—
|
$ |
810
|
|||||||
Finance
lease liabilities
|
9.0
|
%
|
(664
|
)
|
(806
|
)
|
(320
|
)
|
—
|
(1,790
|
)
|
||||||||
Other
loans
|
4.2
|
%
|
(53
|
)
|
—
|
—
|
—
|
(53
|
)
|
||||||||||
Non-convertible
notes
|
15.0
|
%
|
—
|
—
|
—
|
(7,957
|
)
|
(7,957
|
)
|
||||||||||
B
class notes
|
15.0
|
%
|
—
|
—
|
—
|
(4,858
|
)
|
(4,858
|
)
|
||||||||||
Variable
rate
|
|||||||||||||||||||
Cash
and cash equivalents
|
3.3
|
%
|
567
|
—
|
—
|
—
|
567
|
||||||||||||
Bank
loans
|
BBSW
+ 1.10
|
%
|
(3,210
|
)
|
(1,216
|
)
|
(7,838
|
)
|
—
|
(12,264
|
)
|
||||||||
Interest
rate swap
|
6.0
|
%
|
96
|
—
|
—
|
—
|
96
|
||||||||||||
Bank
overdrafts
|
BBSW
+ 1.65
|
%
|
(1,552
|
)
|
—
|
—
|
—
|
(1,552
|
)
|
||||||||||
Commercial
bills
|
6.9
|
%
|
(998
|
)
|
(1,040
|
)
|
(3,169
|
)
|
—
|
(5,207
|
)
|
||||||||
$ |
(5,569
|
)
|
$ |
(2,785
|
)
|
$ |
(11,039
|
)
|
$ |
(12,815
|
)
|
$ |
(32,208
|
)
|
Carrying
amount
|
Fair
value
|
Carrying
amount
|
Fair
value
|
||||||||||
At
June 30,
|
|||||||||||||
2007
|
2007
|
2006
|
2006
|
||||||||||
(-000-)
|
|||||||||||||
Cash
and cash equivalents
|
$ |
886
|
$ |
886
|
$ |
567
|
$ |
567
|
|||||
Trade
and other receivables
|
12,543
|
12,543
|
7,110
|
7,110
|
|||||||||
Lease
receivable
|
1,843
|
1,843
|
811
|
811
|
|||||||||
Interest
rate swap
|
300
|
300
|
96
|
96
|
|||||||||
Bank
overdraft
|
(6,217
|
)
|
(6,217
|
)
|
(1,552
|
)
|
(1,552
|
)
|
|||||
Trade
and other payables
|
(8,573
|
)
|
(8,573
|
)
|
(9,112
|
)
|
(9,112
|
)
|
|||||
Other
loan
|
(42
|
)
|
(42
|
)
|
(53
|
)
|
(53
|
)
|
|||||
Finance
lease liabilities
|
(1,324
|
)
|
(1,324
|
)
|
(1,790
|
)
|
(1,790
|
)
|
|||||
Bank
loans
|
(20,195
|
)
|
(20,195
|
)
|
(13,754
|
)
|
(13,754
|
)
|
|||||
Held
to maturity liabilities
|
(1,717
|
)
|
(1,717
|
)
|
—
|
—
|
|||||||
Commercial
bills
|
(3,951
|
)
|
(3,951
|
)
|
(3,717
|
)
|
(3,717
|
)
|
|||||
Forward
exchange contracts
|
(68
|
)
|
(68
|
)
|
(21
|
)
|
(21
|
)
|
|||||
Non-convertible
notes
|
(10,724
|
)
|
(10,724
|
)
|
(7,957
|
)
|
(7,957
|
)
|
|||||
B
class notes
|
—
|
—
|
(4,858
|
)
|
(4,858
|
)
|
|||||||
$ |
(37,239
|
)
|
$ |
(37,239
|
)
|
$ |
(34,230
|
)
|
$ |
(34,230
|
)
|
At
June 30,
|
||||
2007
|
2006
|
|||
Derivatives
|
6.0%
|
6.0%
|
||
Loans
and borrowings
|
3.9%
- 15.0%
|
4.2%
- 15.0%
|
||
Leases
|
9.2%
|
9.0%
|
||
Receivables
|
15.8%
|
18.1%
|
(-000-)
|
||||
Less
than one year
|
$
|
3,191
|
||
One-two
years
|
1,199
|
|||
Two-three
years
|
1,026
|
|||
Three-four
years
|
629
|
|||
Four-five
years
|
296
|
|||
Thereafter
|
423
|
|||
$
|
6,764
|
At
June 30,
|
|||||||
2007
|
2006
|
||||||
(-000-)
|
|||||||
Less
than one year
|
$ |
364
|
$ |
360
|
|||
Between
one and five years
|
414
|
669
|
|||||
More
than five years
|
—
|
—
|
|||||
$ |
778
|
$ |
1,029
|
|
|
Professional
Sales and Hire
|
|
|||||||
|
|
Fair
values
|
|
Fair
value
adjustments
|
|
Carrying
amounts
|
|
|||
|
|
(-000-)
|
|
|||||||
|
|
|
|
|
|
|
|
|||
Container
hire fleet
|
|
$
|
312
|
|
$
|
88
|
|
$
|
224
|
|
Deferred
tax liability
|
|
|
(26
|
)
|
|
(26
|
)
|
|
—
|
|
Net
identifiable assets and liabilities
|
|
$
|
286
|
|
$
|
62
|
|
$
|
224
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
on acquisitions
|
|
$
|
17
|
|
|
|
|
|
|
|
Consideration
paid, satisfied in cash
|
|
|
303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash outflow
|
|
$
|
303
|
|
|
|
|
|
|
|
·
|
Royal
Wolf Hi-Tech Pty Limited
|
·
|
Australian
Container Network Pty Ltd
|
·
|
Cape
Containers Pty Limited
|
Royal
Wolf Hi-Tech
|
Australian Container Network
|
Cape
Containers
|
|||||||||||||||||||||||||||||
|
|
|
|
Fair
|
|
|
|
|
|
Fair
|
|
|
|
|
|
Fair
|
|
|
|
||||||||||||
|
|
|
|
|
|
Value
|
|
|
|
|
Value
|
|
|
|
|
value
|
|
|
|
||||||||||||
|
|
|
|
Fair
|
|
Adjust-
|
|
Carrying
|
|
Fair
|
|
Adjust-
|
|
Carrying
|
|
Fair
|
|
Adjust-
|
|
Carrying
|
|
||||||||||
|
|
|
Values
|
|
ments
|
|
Amounts
|
|
Values
|
|
ments
|
|
Amounts
|
|
Values
|
|
ments
|
|
Amounts
|
||||||||||||
(-000-)
|
|||||||||||||||||||||||||||||||
Property,
plant and equipment
|
$
|
91
|
$
|
22
|
$
|
69
|
$
|
147
|
$
|
17
|
$
|
130
|
$
|
2
|
$
|
—
|
$
|
2
|
|||||||||||||
Container
hire fleet
|
1,245
|
522
|
723
|
3,327
|
2,039
|
1,288
|
487
|
129
|
358
|
||||||||||||||||||||||
Inventories
|
74
|
22
|
52
|
418
|
128
|
290
|
—
|
—
|
—
|
||||||||||||||||||||||
Trade
and other receivables
|
163
|
—
|
163
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||
Cash
and cash equivalents
|
70
|
—
|
70
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||
Interest-bearing
loans and borrowings
|
(353
|
)
|
—
|
(353
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Deferred
tax liability
|
(170
|
)
|
(170
|
)
|
—
|
(655
|
)
|
(655
|
)
|
—
|
(39
|
)
|
(39
|
)
|
—
|
||||||||||||||||
Trade
and other payables
|
(170
|
)
|
—
|
(170
|
)
|
—
|
—
|
—
|
(13
|
)
|
—
|
(13
|
)
|
||||||||||||||||||
|
|||||||||||||||||||||||||||||||
Net
identifiable assets and liabilities
|
$
|
950
|
$
|
396
|
$
|
554
|
$
|
3,237
|
$
|
1,529
|
$
|
1,708
|
$
|
437
|
$
|
90
|
$
|
347
|
|||||||||||||
|
|||||||||||||||||||||||||||||||
Goodwill
on acquisitions
|
$
|
210
|
$
|
911
|
$
|
183
|
|||||||||||||||||||||||||
Consideration
paid, satisfied in cash*
|
591
|
3,715
|
619
|
||||||||||||||||||||||||||||
Deferred
consideration accrued
|
—
|
432
|
—
|
||||||||||||||||||||||||||||
Cash
(acquired)
|
(70
|
)
|
—
|
—
|
|||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
Net
cash outflow
|
$
|
521
|
$
|
3,715
|
$
|
619
|
*
|
|
Includes
legal fees amounting to $74,000
|
Six
Months
|
|||||||||||||
Year
Ended
|
Ended
|
Year
Ended
|
|||||||||||
June
30,
|
December
31,
|
||||||||||||
2007
|
2006
|
2005
|
2004
|
||||||||||
(-000-)
|
|||||||||||||
Cash
flows from operating activities
|
|||||||||||||
Profit/(loss)
for the period
|
$
|
312
|
$
|
(428
|
)
|
$
|
(177
|
)
|
$
|
284
|
|||
Adjustments
for:
|
|||||||||||||
Gain
on sale of property, plant and equipment
|
(23
|
)
|
(21
|
)
|
(13
|
)
|
(21
|
)
|
|||||
Foreign
exchange (gain) / loss
|
(134
|
)
|
(38
|
)
|
(252
|
)
|
287
|
||||||
Unrealized
loss on forward exchange contracts
|
40
|
22
|
—
|
—
|
|||||||||
Unrealized
gain on interest rate swap
|
(174
|
)
|
(219
|
)
|
—
|
—
|
|||||||
Depreciation
and amortization
|
2,577
|
2,668
|
1,480
|
2,504
|
|||||||||
Share
of associates net profit
|
—
|
—
|
(133
|
)
|
(68
|
)
|
|||||||
Investment
income
|
(239
|
)
|
(156
|
)
|
(80
|
)
|
(87
|
)
|
|||||
Interest
expense
|
4,378
|
3,017
|
1,127
|
2,397
|
|||||||||
Income
tax (benefit) / expense
|
490
|
214
|
75
|
400
|
|||||||||
Cash
settled share based payment expenses
|
336
|
222
|
40
|
96
|
|||||||||
Operating
profit before changes in working capital and
provisions
|
7,563
|
5,281
|
2,067
|
5,792
|
|||||||||
(Increase)
/ decrease in trade and other receivables
|
(5,017
|
)
|
(1,778
|
)
|
(458
|
)
|
(977
|
)
|
|||||
(Increase)
/ decrease in inventories
|
12,017
|
4,959
|
(334
|
)
|
2,882
|
||||||||
Increase
/ (decrease) in trade and other payables
|
(1,869
|
)
|
3,299
|
1,518
|
(2,762
|
)
|
|||||||
Increase
/ (decrease) in provisions and employee benefits
|
12
|
411
|
226
|
33
|
|||||||||
|
12,706
|
12,172
|
3,019
|
4,968
|
|||||||||
Interest
(paid)/received, net
|
(3,799
|
)
|
(2,118
|
)
|
(902
|
)
|
(1,182
|
)
|
|||||
Income
taxes (paid)/received
|
49
|
-
|
(587
|
)
|
576
|
||||||||
Net
cash from operating activities
|
$
|
8,956
|
$
|
10,054
|
$
|
1,530
|
$
|
4,362
|