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| BUS > SEC Filings for BUS > Form 10-Q on 14-Nov-2008 | All Recent SEC Filings |
14-Nov-2008
Quarterly Report
Overview:
The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements and the related notes included elsewhere in this quarterly report.
We are a blank check company incorporated in Delaware on August 1, 2006 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or similar business combination with one or more operating businesses, which we refer to as a "business combination," that we believe has significant growth potential. We intend to use the cash derived from the net proceeds of the private placement of our insider warrants, our initial public offering and the exercise by the underwriters of their over-allotment option (described below), together with any additional financing arrangements that we undertake, to effect a business combination. While we are actively seeking to identify a target business, we have not limited ourselves to particular industries and/or types of businesses that may provide such opportunities.
In August 2006, in connection with our formation and initial capitalization, we issued 3,125,000 shares of our common stock to Columbus Acquisition Holdings LLC, at a purchase price of approximately $0.008 per share, or an aggregate of $25,000. Columbus Acquisition Holdings LLC is a limited liability company formed under the laws of Delaware that is controlled by Andrew Intrater, our Chairman and Chief Executive Officer, and principally owned by Mr. Intrater and certain other members of our management team. We refer to Columbus Acquisition Holdings LLC as "Columbus Holdings" in this quarterly report.
On May 23, 2007, we completed our initial public offering of 12,500,000 units, and an additional 1,875,000 units relating to the exercise in full of the underwriters' over-allotment option. Each unit consists of one share of our common stock and one warrant. Each warrant entitles the holder to purchase from us one share of our common stock at a price of $6.00 commencing on the date that we complete a business combination with an operating company and ending on May 18, 2011. Our common shares and warrants started trading separately on the American Stock Exchange on May 30, 2007. The securities that we sold in our initial public offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (File No. 333-138890) that we filed with the Securities and Exchange Commission (the "SEC") in connection with our initial public offering. We paid $4,600,000 in underwriting discounts and commissions and approximately $600,000 for costs and expenses related to our initial public offering at the closing of the offering, and the balance of $3,450,000 of underwriting discounts and commissions has been deferred and placed in the trust account as described below.
On May 23, 2007, we also completed a private placement of 3,650,000 warrants to Columbus Holdings for a purchase price of $1.00 per warrant, or an aggregate of $3,650,000. These warrants (which we refer to as "insider warrants") are identical to the warrants underlying the units that we issued in our initial public offering (which we refer to as "public warrants"), except that if we call the public warrants for redemption, the insider warrants may be exercisable on a "cashless" basis so long as such insider warrants are held by Columbus Holdings or its permitted transferees. Additionally, Columbus Holdings has agreed that it will not sell or otherwise transfer these insider warrants until such time, if any, as we shall have completed a business combination with an operating business. No underwriting discounts or commissions were paid with respect to the sale of our insider warrants.
Approximately $109,750,000 of net proceeds from our initial public offering, plus the $3,650,000 we received from the sale of the insider warrants (described below), has been placed in a trust account. This amount includes $3,450,000 (of the total of $8,050,000) of underwriting discounts and commissions, payable to the underwriters in our initial public offering. The underwriters have agreed that such amount will not be paid to them unless and until we complete a business combination with one or more operating businesses, and they have waived their right to receive such payment upon our liquidation if we are unable to complete a business combination before May 18, 2009.
All of the funds held in the trust account have been invested in a money market fund maintained by Morgan Stanley Investment Management. Specifically, this money market fund is held within the "Government Portfolio" of one of the Morgan Stanley Institutional Liquidity Funds, a money market fund that invests exclusively in obligations of the U.S. government and its agencies and instrumentalities, and in repurchase agreements collateralized by such securities. We have been advised by Morgan Stanley that the money market fund in which we have invested the funds held in the trust account is held in a separate stand-alone investment company with an independent board of directors or trustees, and the trust account assets are held in a separate segregated account for this money market fund at a custodian bank (J.P. Morgan Chase & Co. in our case). Our investment of the trust account funds in this money market fund remains separate from the assets of Morgan Stanley and its subsidiaries, and cannot be commingled at any time with assets of Morgan Stanley or its subsidiaries. However, an investment in this money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. We are exposed to credit risk in the event that the financial position of the financial institution that holds the Trust Account assets deteriorates and such financial institution is no longer able to satisfy its financial obligations.
Except with respect to interest income earned that may be released to us from time to time upon our request of (i) up to $1,750,000 to fund our expenses related to investigating and selecting a target business and our other working capital requirements and (ii) any additional amounts we may need to pay our income or other tax obligations, the proceeds from our initial public offering that are held in trust will not be released from the trust account until the earlier of (i) the time that we complete a business combination with one or more operating businesses and (ii) our liquidation, if we do not complete a business combination on or prior to May 18, 2009. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we complete a business combination. Any amounts not paid as consideration to the sellers of such target business may be used to finance operations of the target business.
Through September 30, 2008, our efforts have been limited to organizational activities, activities relating to our initial public offering, activities relating to identifying and evaluating prospective acquisition candidates, and activities relating to general corporate matters; we have neither engaged in any operations nor generated any revenues, other than interest income earned on the proceeds of our private placement and initial public offering. For the three and nine month periods ended September 30, 2008, we earned $540,720 and $1,993,377, respectively, in interest income, all of which was received as of September 30, 2008.
For the three and nine month periods ended September 30, 2008, we paid or incurred an aggregate of approximately $345,803 and $836,686, respectively, in expenses for the following purposes:
· payment of premiums associated with our director's and officer's insurance;
· franchise tax incurred in the State of Delaware;
· monthly fee paid to Renova U.S. Management, LLC for office and administrative services;
· due diligence and investigation of prospective target businesses;
· legal and accounting fees relating to our SEC reporting obligations and general corporate matters; and
· other miscellaneous expenses.
We will continue to earn interest on the trust account to finance our operations (limited to $1,750,000 plus any amounts we may need to pay our income or other tax obligations) prior to consummating a business combination. We currently believe that we have sufficient available funds to complete our efforts to effect a business combination with one or more operating businesses on or prior to May 18, 2009. However, we cannot assure you that this will be the case. Please refer to Item 1A of Part II of this quarterly report (and the discussion of risk factors that have been incorporated in this quarterly report by reference to the discussion under the heading "Risk Factors" that is contained in our annual report on Form 10-K for the year ended December 31, 2007 that we filed with the SEC) for a detailed discussion of the many risks to which we are subject, a number of which (if they were to materialize) could adversely impact our ability to effect a business combination. As of September 30, 2008, approximately $1,095,000 of working capital has been funded from the interest earned from the funds held in the trust account, and an additional $655,000 from interest earned on the funds held in the trust account will be available to fund our future working capital requirements until such time, if any, that we complete a business combination. We have incurred, and expect to continue to incur, expenses principally for the following purposes:
· payment of premiums associated with our director's and officer's insurance;
· payment of estimated taxes incurred as a result of interest income earned on funds currently held in the trust account;
· franchise tax incurred in the State of Delaware;
· monthly fee paid to Renova U.S. Management, LLC for office and administrative services;
· due diligence and investigation of prospective target businesses;
· legal and accounting fees relating to our SEC reporting obligations and general corporate matters;
· structuring and negotiating a business combination, including the making of a down payment or the payment of exclusivity or similar fees and expenses; and
· other miscellaneous expenses.
To the extent we incur expenses prior to the completion of a business combination in excess of the $1,750,000 (plus any amounts we may need to pay our income or other tax obligations) available to us from the interest earned on the trust account, we intend to pay such excess expenses from working capital available to us following the consummation of a business combination. If we do not complete a business combination, one of our directors has agreed to indemnify us against any claims by any vendor, prospective target business, or other entities that are owed money from us for services rendered or products sold to us that would reduce the amount of the funds in the trust account.
Since June 1, 2007, we have paid a monthly fee of $7,500 to Renova U.S. Management LLC, an affiliate of certain members of our management team, for office space and certain administrative, technology and secretarial services provided to us by that company. We expect to continue to pay this monthly fee until the time, if any, that we effect a business combination.
We may use substantially all of the proceeds held in trust, other than the deferred underwriting discounts and commissions of $3,450,000 and amounts used for working capital and for taxes, to acquire one or more operating businesses. However, we may not use all the proceeds held in the trust account in connection with a business combination, either because the consideration for the business combination is less than the total proceeds that are then held in the trust account or because we finance a portion of the consideration by issuing our capital stock or debt securities, if the business combination is structured in that manner and such alternative is then available and deemed suitable. In that event, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business or businesses. The operating business or businesses that we acquire in such business combination or business combinations must have, individually or collectively, a fair market value equal to 80% of our net assets at the time of such business combination or business combinations (excluding deferred underwriters' discounts and commissions of $3,450,000). If we complete multiple business combinations that collectively have a fair market value of 80% of our net assets, then we would require that such transactions be completed simultaneously. We do not currently anticipate that we will complete a business combination with more than one operating business; however, we cannot assure you at this time that we will not do so.
We have reviewed, and continue to review, a number of opportunities to enter into a business combination with an operating business; however, all of our discussions to date with target companies have been preliminary in nature. Accordingly, we are not able to determine at this time whether we will complete a business combination with any of the target companies that we have reviewed or with whose management we have had discussions, or with any other target company, or the likelihood thereof.
We are unable to assure you that our plans to consummate a business combination will be successful or successful within the target business acquisition period, which ends on May 18, 2009. This factor, among others, raises substantial doubts about our ability to continue operations as a going concern. Our condensed financial statements, which are included in this quarterly report, do not include any adjustments that may result from the outcome of this uncertainty.
Critical Accounting Policies:
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Our actual results could materially differ from those estimates. We refer you to Note 2 of our condensed financial statements included in Item 1 of Part I of this quarterly report for a summary of our significant accounting policies.
Results of Operations:
Our net income of $71,917 for the three months ended September 30, 2008 was comprised of $540,720 of interest income on investments held in trust, offset by formation and operating costs of $345,803 and a provision for income taxes of $123,000.
Our net income of $677,348 for the three months ended September 30, 2007 was comprised of $1,480,836 of interest income on investments held in trust, offset by formation and operating costs of $195,675 and a provision for income taxes of $607,813.
Our net income of $549,691 for the nine months ended September 30, 2008 was comprised of $1,993,377 of interest income on investments held in trust, offset by formation and operating costs of $836,686 and a provision for income taxes of $607,000.
Our net income of $1,027,307 for the nine months ended September 30, 2007 was comprised of $2,112,860 of interest income on investments held in trust, offset by formation and operating costs of $240,553 and a provision for income taxes of $845,000.
Our net income of $2,112,816 for the period from inception (August 1, 2006) through September 30, 2008 was comprised of $5,427,955 of interest income on investments held in trust, offset by formation and operating costs of $1,270,139 and a provision for income taxes of $2,045,000.
Liquidity and Capital Resources:
As of September 30, 2008, $115,354,960 was held in trust and $655,000 was available to us to pay for fees and expenses relating to business, legal and accounting due diligence on prospective target companies and continuing general and administrative expenses, after giving effect to our withdrawal of approximately $3,882,013 (of a total of $5,836,973) of interest earned on the funds held in the trust account through such date. Of the total amount held in the trust account, $3,450,000 will be paid to the underwriters of our initial public offering at such time, if any, as we complete a business combination with one or more operating businesses, less up to approximately $1,034,655 that will be distributed to our public stockholders who elect to receive their pro rata share of the trust fund and do not approve the business combination that we complete, as described in Note 1 of our condensed financial statements. If we do not complete a business combination with a target company and are forced to liquidate, the entire deferred underwriters' discounts and commissions of $3,450,000 will remain in the trust fund and be distributed to our public stockholders. We have used approximately $1,095,000 of the $3,882,013 that we have withdrawn from the trust account through September 30, 2008 to pay fees and expenses relating to our activities in connection with identifying and conducting the related due diligence with respect to companies that we have considered as possible candidates with which we would complete a business combination, and for general corporate purposes. The balance of $2,787,013 of interest that we have withdrawn from the trust account has been used to fund our actual and estimated income taxes relating to interest income earned on the funds held in the trust account. The following table shows the total funds held in the trust account as of September 30, 2008:
Net proceeds from our initial public offering and private placement
of warrants to Columbus Holdings placed in trust $ 109,950,000 Deferred underwriters' discounts and commissions $ 3,450,000 Total interest received to date $ 5,836,973 Less: Interest income disbursed to us for working capital $ (1,095,000 ) Interest income disbursed to us to fund our income and other tax obligations with respect to interest income on the funds held in the trust account $ (2,787,013 ) Total amount of interest income withdrawn from trust fund $ (3,882,013 ) Total funds held in trust account through September 30, 2008 $ 115,354,960 |
We believe that the net proceeds held in trust and the amounts available to us for working capital will be sufficient to allow us to identify evaluate suitable target companies and ultimately consummate a business combination. before May 18, 2009. However, because we have not yet identified with any degree of certainty any particular target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds held in trust prove to be insufficient, either because of the size of the target business, the depletion of the available net proceeds expended in search of a target business, or our obligation to convert into cash up to 29.99% of our common shares held by the public stockholders that elect to receive their pro rata share of the trust fund and do not approve the business combination as described in Note 1 of our condensed financial statements, we may be required to seek additional financing through the issuance of additional shares of our common or preferred stock, or obtain acquisition financing from a commercial or other lender, to complete a business combination. As of the date of this quarterly report and since at least mid-2007, the financial markets generally, and the credit markets in particular, are and have been experiencing extraordinary turbulence and turmoil, and extreme volatility, both in the United States and in other markets worldwide. The current market situation has resulted generally in substantial reductions in available loans to a broad spectrum of businesses, increased scrutiny by lenders of the credit-worthiness of borrowers, more restrictive covenants imposed by lenders upon borrowers under credit and similar agreements and, in some cases, increased interest rates under commercial and other loans. If we require or are relying upon additional financing to complete a business combination, we cannot assure you that such financing will be available upon commercially acceptable terms or at all. To the extent that additional financing is not available when needed to consummate a particular business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek to effect a business combination with an alternative target business. If we fail to complete a specific business combination after expending substantial management time and attention and substantial costs for accountants, attorneys, and others, such costs likely would not be recoverable, which would be likely to have a material adverse effect our subsequent ability to locate and engage in a business combination with another target business on or before May 18, 2009. In addition, even if we do not need additional financing to consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure such financing could have a material adverse effect on the continued development or growth of the business or businesses with which we effect a business combination. None of our officers, directors or stockholders is required to provide any financing to us in connection with, or following, a business combination.
The initial operating business or businesses with which we effect a business combination must have a total fair market value equal to at least 80% of the balance in the trust account (excluding deferred underwriters' discounts and commissions of $3,450,000). However, we may not use all of the proceeds held in the trust account in connection with a business combination, either because the consideration for the business combination is less than the proceeds held in trust or because we finance a portion of the consideration through the issuance of our equity or debt securities. In that event, the proceeds held in the trust account as well as any other net proceeds not expended to complete the business combination will be used to finance the operations of the business or businesses with which we effect a business combination.
We may issue additional shares of our capital stock or our debt securities to finance a business combination. The issuance of additional capital stock (currently 2,225,000 authorized but unissued and unreserved common shares available for issuance), including upon conversion of any convertible debt securities we may issue, or the incurrence of debt, could have material consequences on our business and financial condition. The issuance of additional shares of our capital stock (including upon conversion of convertible debt securities, if any):
· may significantly reduce the equity interest of our stockholders;
· will likely cause a change in control if a substantial number of our shares of common stock or voting preferred stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, of the acquired operating business or businesses and may also result in the resignation or removal of one or more of our present officers and directors; and
· may adversely affect the prevailing market price of our common stock.
Similarly, if we issue debt securities, it could result in:
· default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
· acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach the covenants contained in any debt securities, such as covenants that require the satisfaction or maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;
· an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand; and
· our inability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional financing while such security is outstanding, or to the extent our existing leverage discourages other potential investors.
We will be forced to liquidate if we are unable to complete a business combination on or prior to May 18, 2009 (24 months from the effective date of our initial public offering and approximately six months from the date of this quarterly report). If we are forced to liquidate, the per share liquidation amount may be less that the initial per unit public offering price of our units because of the underwriting commissions and expenses related to our public offering and because of the value of the warrants included in the units we sold in our initial public offering. Additionally, if third parties make claims against us, the offering proceeds held in the trust account could be subject to those claims, resulting in a further reduction in the per share liquidation price. Under Delaware law, our stockholders who have received distributions from us may be held liable for claims by third parties to the extent such claims are not paid by us. Furthermore, our warrants will expire worthless if we liquidate before we complete a business combination.
For more detailed descriptions of the proceeds generated in our initial public offering and a discussion of the use of such proceeds, we refer you to Notes 1 and 3 of our condensed financial statements included in Item 1 of Part I of this quarterly report.
Forward Looking Statements:
This quarterly report contains forward-looking statements that involve assumptions and describe our future plans, strategies and expectations, and are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "believe," "estimate," "plans," "intend" or "project" and "continue" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that these projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors including, but not limited to, those presented under "Risk Factors" included in Item 1A of our annual report on Form 10-K for the year ended December 31, 2007.
We have based the forward-looking statements included in this quarterly report on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
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