x
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QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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Delaware
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20-8523583
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(State
or other jurisdiction of
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(I.R.S.
Employer
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Incorporation
or organization)
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Identification
Number)
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590
MADISON AVENUE, 32nd
FLOOR
NEW
YORK, NY
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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Page
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PART
I
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||
FINANCIAL
INFORMATION
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||
Item
1.
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Condensed
Financial Statements:
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Condensed
Balance Sheets as of March 31, 2008 (unaudited) and December 31,
2007
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5
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Condensed
Statements of Operations (unaudited) for the three months ended March
31,
2008, for the period February 14, 2007 (inception) through March
31, 2007,
for the period February 14, 2007 (inception) through March 31,
2008
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6
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Condensed
Statement of Cash Flows for the three months ended March 31, 2008
(unaudited), for the period February 14, 2007 (inception) through
March
31, 2007 and for the period February 14, 2007 (inception) through
March
31, 2008
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7
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Condensed
Statement of Stockholders’ Equity for the period February 14, 2007
(inception) through December 31, 2007 and for the three months ended
March
31, 2008 (unaudited)
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8
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Notes
to Condensed Financial Statements
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9
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Item
2.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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18
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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20
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Item
4.
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Controls
and Procedures
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21
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PART
II
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||
OTHER
INFORMATION
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||
Item
1.
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Legal
Proceedings
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21
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Item
1A.
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Risk
Factors
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21
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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22
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Item
3.
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Defaults
Upon Senior Securities
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22
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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22
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Item
5.
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Other
information
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22
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Item
6.
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Exhibits
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22
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Signatures
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23
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Exhibit
Index
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23
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Certifications
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* |
ability
to complete our initial business
combination;
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* |
success
in retaining or recruiting, or changes required in, our officers,
key
employees,
or directors following our initial business
combination;
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* |
officers
and directors allocating their time to other businesses and potentially
having conflicts of interest with our business or in approving
our
initial business combination, as a result of which they would then
receive
expense reimbursements;
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* |
potential
ability to obtain additional financing to complete a business combination;
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* |
ability
of our officers and directors to generate a number of potential
investment
opportunities;
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* |
potential
change in control if we acquire one or more target businesses
for stock;
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* |
our
public securities’ potential liquidity and trading, listing, or delisting
of our securities from
the American Stock Exchange or the ability to have our securities
listed
on the American
Stock Exchange following our initial business
combination;
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* |
use
of proceeds not held in the trust account or available to us from
interest
income on the trust account balance;
or
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* |
financial
performance.
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March
31,
2008
(Unaudited)
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December
31,
2007
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||||||
Current
Assets:
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|||||||
Cash
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$
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1,337,750
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$
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1,317,688
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|||
Cash
and cash equivalents, held in Trust
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426,619,242
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426,898,303
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|||||
Accrued
interest receivable on Trust assets
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481,809
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469,705
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|||||
Accounts
receivable other
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—
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26,323
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|||||
Prepaid
income taxes
|
323,059
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—
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|||||
Prepaid
expenses
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112,374
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108,024
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|||||
Total
current assets
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428,874,234
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428,820,043
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|||||
Deferred
tax assets – non current
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—
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125,406
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|||||
Total
Current Assets
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$
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428,874,234
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$
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428,945,449
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|||
Current
Liabilities:
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|||||||
Accounts
payable
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$
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2,922
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$
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449,194
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|||
Note
payable to affiliate
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250,000
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250,000
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|||||
Advances
payable to affiliate
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31,215
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26,818
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|||||
Interest
payable to affiliate
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12,560
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9,435
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|||||
Accrued
expenses
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140,877
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96,915
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|||||
Taxes
payable
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155,927
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808,278
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|||||
Other
payables- deferred underwriters’ fee
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17,315,840
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17,315,840
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|||||
Total
Current Liabilities
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17,909,341
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18,956,480
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|||||
Common
stock, subject to possible conversion, 12,986,879 shares at conversion
value:
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127,772,726
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127,772,726
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|||||
Deferred
interest, net of taxes of $282,783, attributable to Common Stock
subject
to possible conversion
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342,844
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—
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|||||
Commitments
and Contingencies:
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—
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—
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|||||
Stockholders’
Equity:
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|||||||
Preferred
stock, $.001 par value; 1,000,000 authorized, none issued
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—
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—
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|||||
Common
stock, $.001 par value, 200,000,000 shares authorized; 41,125,121
shares
issued and outstanding (excluding 12,986,879 shares subject to possible
conversion)
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41,125
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41,125
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|||||
Additional
paid-in capital
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280,708,825
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280,708,825
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|||||
Retained
earnings accumulated during the development stage
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2,099,373
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1,466,293
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|||||
Total
Stockholders’ Equity
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282,849,323
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282,216,243
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|||||
$
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428,874,234
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$
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428,945,449
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For the Three
Months Ended
March 31, 2008
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For the Period from
February 14, 2007
(date of inception)
to March 31, 2007
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For the Period from
February 14, 2007
(date of inception)
to March 31, 2008
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|
|||||
Formation
and operating costs
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$
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197,464
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$
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25,436
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$
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461,837
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||||
Loss
from operations
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(197,464
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)
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(25,436
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)
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(461,837
|
)
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||||
Interest
income - Trust
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2,641,032
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—
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5,585,425
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|||||||
Interest
income – other
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13,477
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—
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19,557
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|||||||
Interest
expense
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(3,125
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)
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—
|
(12,560
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)
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|||||
Income
(loss) before tax
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2,453,920
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(25,436
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)
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5,130,585
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||||||
Provision
for income taxes
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(1,477,996
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)
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—
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(2,688,368
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)
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|||||
Net
income (loss)
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975,924
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(25,436
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)
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2,442,217
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||||||
Deferred
interest, net of taxes, attributable
to common stock subject to
possible conversion
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(342,844
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)
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—
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(342,844
|
)
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|||||
Net
income (loss) attributable to common
stock
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$
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633,080
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$
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(25,436
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)
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$
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2,099,373
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|||
Net
income (loss) attributable to common
stock per common share, basic
and diluted
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$
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0.02
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$
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(0.00
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)
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$
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0.09
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|||
Weighted
average number of common shares
outstanding, basic and diluted
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41,125,121
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10,000,000
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22,487,545
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For the Three
Months ended
March 31, 2008
(unaudited)
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For the Period
from February
14, 2007 (date
of inception) to
March 31, 2007
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For the Period
from February 14, 2007 (date
of inception) to
March 31, 2008
(unaudited)
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income (loss) attributable to common shareholders
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$
|
633,080
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$
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(25,436
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)
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$
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2,099,373
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|||
Adjustments
to reconcile net income (loss) to net
cash provided by operating activities:
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||||||||||
Deferred
interest attributable to convertible
common
|
342,844
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—
|
342,844
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|||||||
Deferred
tax asset and valuation allowance
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125,406
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—
|
—
|
|||||||
Changes
in asset and liability accounts:
|
||||||||||
Interest
receivable
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(12,104
|
)
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—
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(481,809
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)
|
|||||
Other
receivable
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26,323
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—
|
—
|
|||||||
Prepaid
expenses
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(4,350
|
)
|
—
|
(112,374
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)
|
|||||
Prepaid
taxes
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(323,059
|
)
|
—
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(323,059
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)
|
|||||
Accounts
payable
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(62,281
|
)
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—
|
2,922
|
||||||
Advances
payable to affiliate
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4,397
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10,436
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31,215
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|||||||
Interest
payable to affiliate
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3,125
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—
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12,560
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|||||||
Accrued
expenses
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43,962
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15,000
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140,877
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|||||||
Income
taxes payable
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(652,351
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)
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—
|
155,927
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||||||
Net
cash provided by operating activities
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124,992
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—
|
1,868,476
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|||||||
Cash
flows from investing activities:
|
||||||||||
Cash
and cash equivalents withdrawn from
or (invested in) in Trust
|
279,061
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—
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(426,619,242
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)
|
||||||
Net
cash provided by (used in) investing activities
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279,061
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—
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(426,619,242
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)
|
||||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from issuance of founder’s units
|
—
|
25,000
|
25,000
|
|||||||
Proceeds
from issuance of additional founder’s
warrants
|
—
|
—
|
7,000,000
|
|||||||
Proceeds
from note payable to affiliate
|
—
|
250,000
|
250,000
|
|||||||
Proceeds
from initial public offering
|
—
|
—
|
432,896,000
|
|||||||
Payment
of offering costs
|
(383,991
|
)
|
—
|
(14,082,484
|
)
|
|||||
Net
cash (used in) provided by financing activities
|
(383,991
|
)
|
275,000
|
426,088,516
|
||||||
Net
increase in cash
|
20,062
|
275.000
|
1,337,750
|
|||||||
Cash
at the beginning of the period
|
1,317,688
|
—
|
—
|
|||||||
Cash
at the end of the period
|
$
|
1,337,750
|
$
|
275,000
|
$
|
1,337,750
|
||||
Supplemental
disclosure of non-cash financing
activities:
|
||||||||||
Deferred
offering costs
|
$
|
—
|
$
|
190,000
|
$
|
—
|
||||
Accrual
of deferred underwriters’ discount
|
$
|
—
|
$
|
—
|
$
|
17,315,840
|
||||
Cash
payments for federal, state and local income
taxes
|
$
|
2,328,000
|
$
|
—
|
$
|
2,855,500
|
Common
Stock Shares
|
Common
Stock
Amount
|
Additional
Paid-in
Capital
|
Retained
Earnings
Accumulated During the Development
Stage
|
Total
Stockholders’
Equity
|
||||||||||||
Proceeds
from founder’s units issued on March 22, 2007
|
11,500,000
|
$
|
11,500
|
$
|
13,500
|
$
|
—
|
$
|
25,000
|
|||||||
Proceeds
from issuance of 40,000,000 units, net of underwriters’ commissions and
offering expenses of $29,030,049 on October 16, 2007
|
40,000,000
|
40,000
|
370,929,951
|
—
|
370,969,951
|
|||||||||||
Net
proceeds subject to possible conversion of 11,999,999
shares
|
(11,999,999
|
)
|
(12,000
|
)
|
(118,187,990
|
)
|
—
|
(118,199,990
|
)
|
|||||||
Proceeds
from issuance of 7,000,000 warrants on October 16, 2007
|
—
|
—
|
7,000,000
|
—
|
7,000,000
|
|||||||||||
Proceeds
from issuance of 3,289,600 units, net of underwriters’ commissions and
offering expenses of $2,368,275 on October 31, 2007
|
3,289,600
|
3,290
|
30,524,435
|
—
|
30,527,725
|
|||||||||||
Net
proceeds subject to possible conversion of 986,880 shares
|
(986,880
|
)
|
(987
|
)
|
(9,571,749
|
)
|
—
|
(9,572,736
|
)
|
|||||||
Common
stock forfeited by founders on October 31, 2007
|
(677,600
|
)
|
(678
|
)
|
678
|
—
|
—
|
|||||||||
Net
income
|
—
|
—
|
—
|
1,466,293
|
1,466,293
|
|||||||||||
Balances
at December 31, 2007
|
41,125,121
|
41,125
|
280,708,825
|
1,466,293
|
282,216,243
|
|||||||||||
Net
income attributable to common stockholders (unaudited)
|
—
|
—
|
—
|
633,080
|
633,080
|
|||||||||||
Balances
at March 31, 2008 (unaudited)
|
41,125,121
|
$
|
41,125
|
$
|
280,708,825
|
$
|
2,099,373
|
$
|
282,849,323
|
|
December 31, 2007
|
March 31, 2008
|
|||||
Initial
founder’s warrants
|
10,822,400
|
10,822,400
|
|||||
Additional
founder’s warrants
|
7,000,000
|
7,000,000
|
|||||
Public
warrants
|
43,289,600
|
43,289,600
|
|||||
Total
|
61,112,000
|
61,112,000
|
SP Acquisition Holdings, Inc.
|
|
By:
|
/s/
Warren G. Lichtenstein
|
Warren
G. Lichtenstein
|
|
Chairman, President and Chief Executive Officer
|
|
SP Acquisition Holdings, Inc.
|
|
By:
|
/s/
Jack L. Howard
|
Jack
L. Howard
|
|
Chief Operating Officer and Secretary
|
|
Principal Accounting Officer
|
Exhibit Number
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer, pursuant to Rule 13a -14 and 15d-14
of the
Securities Exchange Act of 1934.
|
|
31.2
|
Certification
of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14
of the
Securities Exchange Act of 1934.
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of Principal Financial Officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|