1342287--9/22/2008--General_Finance

related topics

{acquisition, growth, future}

{condition, economic, financial}

{cost, regulation, environmental}

{stock, price, share}

{cost, operation, labor}

{debt, indebtedness, cash}

{tax, income, asset}

{capital, credit, financial}

{investment, property, distribution}

{personnel, key, retain}

General or localized economic downturns or weakness may adversely affect Royal Wolf s customers, in particular those in the mining, transport and construction industries, which may reduce demand for Royal Wolf s products and services which would negatively impact our future revenues and results of operations. We may need additional debt or equity to sustain our growth, but we do not have commitments for such funds. Royal Wolf faces significant competition in the portable buildings industry and regional competition in the portable storage market. Royal Wolf also faces potentially significant competition from modular industry companies who have portable storage offerings, especially from national competitors in Australia who have greater financial resources and pricing flexibility than Royal Wolf does. If Royal Wolf is unable to compete successfully in these industries, it could lose customers and our future revenues could decline. We may be required to take certain actions to satisfy Bison Capital s put option or our call option for Bison Capital s 13.8% interest in GFN U.S. prior to when we determine it would be feasible to do so. The failure of Royal Wolf to achieve its business strategy of increasing its leasing revenue could adversely affect the predictability of our quarterly earnings results and adversely affect our results of operations. Our customers lease our storage container products on a month-to-month basis, and our results of operations could be adversely affected by a downturn in economic activity The supply and cost of used ocean-going containers fluctuates, which fluctuation could affect Royal Wolf s pricing and our ability to grow. Governmental regulations could impose substantial costs and restrictions on Royal Wolf s operations that could harm our future results of operations. Royal Wolf may not be able to facilitate its growth strategy by identifying or completing transactions with attractive acquisition candidates, which could impair the growth and profitability of its business. Failure to retain key personnel could adversely affect Royal Wolf s operations and could impede our ability to execute our business plan and growth strategy. Any failure of Royal Wolf s management information systems could disrupt our business and result in decreased lease or sale revenues and increased overhead costs, which could negatively impact our results of operations. A write-off of all or a part of our goodwill and intangibles would hurt our operating results and reduce our stockholders equity. Significant increases in raw material costs could increase our operating costs significantly and harm our stockholders equity. Failure by Chinese manufacturers to sell and deliver products to Royal Wolf in timely fashion may harm Royal Wolf s reputation and our financial condition. Some zoning laws restrict the use of Royal Wolf s storage container units and therefore limit its ability to offer its products in all markets. Unionization by some or all of Royal Wolf s employees could cause increases in operating costs. We may not take certain actions with respect to Royal Wolf without the written consent of Bison Capital, as the holder of 13.8% of the outstanding capital stock of GFN U.S., which indirectly owns Royal Wolf. Under our shareholders agreement with Bison Capital, we have agreed to acquire businesses comparable with Royal Wolf in a certain geographic territory solely through Royal Wolf. Covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions. GFN or its subsidiaries operations may not be able to generate sufficient cash flows to its meet debt service obligations. Ronald F. Valenta and John O. Johnson allocate some portion of their time to other businesses, which could cause conflicts of interest in their allocation of time to our affairs. These conflicts of interest could have a negative impact on our ability to function as an operating company and consummate future acquisitions. Our ability to be successful may depend on the efforts of Ronald F. Valenta and John O. Johnson. Ronald F. Valenta is affiliated with companies in the specialty finance business, which could create a conflict of interest in decisions affecting our business. Risks Associated with Future Acquisitions To complete future business combinations, we may issue shares of our capital stock that would reduce the equity interest of our stockholders and could cause a change in control of our ownership, or incur debt, which could adversely affect our financial condition. While part of our business strategy is to acquire additional businesses, there is no assurance that we will be able to identify businesses that we can acquire upon terms we believe acceptable, or if such acquisitions require additional financing, that we could obtain such additional financing. Our growth plan includes the expansion of Royal Wolf s operations into markets outside of Australia and New Zealand, including Asia-Pacific areas. Such international expansion may not prove successful, and may divert significant capital, resources and management s time and attention and adversely affect Royal Wolf s on-going operations in Australia and New Zealand. Royal Wolf s planned growth could strain our management resources, which could disrupt our development of new Royal Wolf CSCs. Future acquisitions of businesses could subject us to additional business, operating and industry risks, the impact of which cannot presently be evaluated, and could adversely impact our capital structure. Risks Associated with Our Warrants Our outstanding options and warrants may have an adverse effect on the market price of common stock and increase the difficulty of effecting future business combination.

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1342287--9/22/2008--General_Finance_CORP