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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¨
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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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13-4335685
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Page
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PART
I – FINANCIAL
INFORMATION
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Financial Statements |
1
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|||
Balance
Sheets
Statements
of Operations
Statements
of Changes in Stockholders’ Equity
Statements
of Cash Flows
Notes
to Financial Statements
|
||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12
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Quantitative and Qualitative Disclosures About Market Risk |
17
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Controls and Procedures |
18
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19
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||||
Legal Proceedings |
19
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Risk Factors |
19
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Unregistered Sales of Equity Securities and Use of Proceeds |
19
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Defaults upon Senior Securities |
19
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Submission of Matters to a Vote of the Security Holders |
19
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Other Information |
19
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Exhibits |
20
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21
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NTR
ACQUISITION CO.
|
||||||||
(A
Development Stage Enterprise)
|
||||||||
Balance
Sheets
|
||||||||
March
31,
|
December
31,
|
|||||||
Assets
|
2008
|
2007
|
||||||
(Unaudited)
|
(Audited)
|
|||||||
Cash
and cash equivalents
|
$ | 612,291 | $ | 1,658,019 | ||||
Cash
and cash equivalents held in trust
|
244,850,305 | 193,940,235 | ||||||
Marketable
securities held in trust
|
- | 49,867,346 | ||||||
Prepaid
federal taxes
|
530,823 | 105,823 | ||||||
Other
current assets
|
126,662 | 1,844,705 | ||||||
Total
current assets
|
246,120,081 | 247,416,128 | ||||||
Deferred
tax asset
|
620,492 | 68,853 | ||||||
Furniture
and equipment, net
|
5,143 | 5,418 | ||||||
Other
assets
|
6,756 | 6,756 | ||||||
Total
assets
|
$ | 246,752,472 | $ | 247,497,155 | ||||
Liabilities
and Stockholders' Equity
|
||||||||
Notes
payable current
|
$ | 1,772,263 | $ | 1,521,000 | ||||
Accrued
expenses
|
142,159 | 364,329 | ||||||
Accrued
state taxes
|
217,233 | 123,362 | ||||||
Deferred
underwriting discount
|
7,367,162 | 7,367,162 | ||||||
Total
current liabilities
|
9,498,817 | 9,375,853 | ||||||
Common
stock, subject to possible redemption; 4,911,439 shares
|
||||||||
at
$9.78 per share
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48,033,873 | 48,033,873 | ||||||
Deferred
interest attributable to common stock subject to possible
|
||||||||
redemption
(net of taxes of $953,720 and $825,120, respectively)
|
1,494,855 | 1,293,289 | ||||||
Commitments
and contingencies
|
- | - | ||||||
Series
A convertible preferred stock, $0.0001 par value,
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||||||||
1,000,000
shares authorized; none issued and outstanding
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- | - | ||||||
Common
stock, $0.001 par value. Authorized 200,000,000 shares;
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||||||||
issued
and outstanding 30,557,205 and 30,557,205 shares at
|
||||||||
March
31, 2008 and December 31, 2007, respectively.
|
30,557 | 30,557 | ||||||
Additional
paid-in capital
|
184,893,487 | 184,893,487 | ||||||
Earnings
accumulated during the development stage
|
2,800,883 | 3,870,096 | ||||||
Total
stockholders' equity
|
187,724,927 | 188,794,140 | ||||||
Total
liabilities and stockholders' equity
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$ | 246,752,472 | $ | 247,497,155 | ||||
See
notes to financial statements.
|
NTR
ACQUISITION CO.
|
(A
Development Stage Enterprise)
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Statements
of Operations (Unaudited)
|
Three
Months
Ended
March
31,
2008
|
Three
Months
Ended
March
31,
2007
|
June
2, 2006
(Date
of
inception)
through
March
31,
2008
|
||||||||||
Operating
expenses:
|
||||||||||||
Professional
services
|
$ | 381,989 | $ | 125,805 | $ | 1,361,751 | ||||||
Rent
and facilities
|
15,329 | 10,775 | 81,570 | |||||||||
Formation
and operating
|
230,938 | 167,519 | 1,214,329 | |||||||||
628,256 | 304,099 | 2,657,650 | ||||||||||
Loss
from operations before other income and income tax expense
|
(628,256 | ) | (304,099 | ) | (2,657,650 | ) | ||||||
Other
income (expense):
|
||||||||||||
Interest
income
|
1,668,133 | 1,896,921 | 12,369,606 | |||||||||
Interest
expense
|
(37,417 | ) | - | (58,417 | ) | |||||||
Acquisition
expenses
|
(2,074,699 | ) | - | (2,074,699 | ) | |||||||
State
taxes other than income
|
(347,046 | ) | (153,750 | ) | (529,863 | ) | ||||||
Other
income (expense)
|
(791,029 | ) | 1,743,171 | 9,706,627 | ||||||||
Income
(loss) before income tax expense
|
(1,419,285 | ) | 1,439,072 | 7,048,977 | ||||||||
Income
tax expense (benefit)
|
(551,638 | ) | 422,812 | 2,753,239 | ||||||||
Net
income (loss)
|
(867,647 | ) | 1,016,260 | 4,295,738 | ||||||||
Deferred
interest, net of taxes, attributable to Common stock subject to possible
redemption
|
(201,566 | ) | (229,410 | ) | (1,494,855 | ) | ||||||
Net
income (loss) attributable to common stock
|
$ | (1,069,213 | ) | $ | 786,850 | $ | 2,800,883 | |||||
Earnings
(loss) per share:
|
||||||||||||
Basic
|
$ | (0.04 | ) | $ | 0.04 | $ | 0.11 | |||||
Diluted
|
(0.04 | ) | 0.03 | 0.10 | ||||||||
Weighted
average shares outstanding:
|
||||||||||||
Basic
|
30,557,205 | 20,985,265 | 24,826,780 | |||||||||
Diluted
|
30,557,205 | 24,558,266 | 29,159,128 | |||||||||
See
notes to financial statements.
|
NTR
ACQUISITION CO.
|
|||||||||||
(A
Development Stage Enterprise)
|
|||||||||||
Statements
of Changes in Stockholders' Equity
(Unaudited)
|
Earnings
|
||||||||||||||||||||
(Deficit)
|
||||||||||||||||||||
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Accumulated
|
|||||||||||||||||||
Additional
|
During
the
|
|||||||||||||||||||
Common
Stock
|
Paid-In
|
Development
|
||||||||||||||||||
Shares
|
Values
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance
at June 2, 2006 (inception)
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Issuance
of common shares to initial founders
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7,812,500 | 7,813 | 2,267,085 | - | 2,274,898 | |||||||||||||||
Issuance
of 4,250,000 warrants to initial founders
|
- | - | 250,101 | - | 250,101 | |||||||||||||||
Cash
contribution made by initial founders
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- | - | 5,000 | - | 5,000 | |||||||||||||||
Common
stock repurchased from initial founders for $1.00 and performance warrants
cancelled
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(1,562,500 | ) | (1,563 | ) | 1,562 | - | (1 | ) | ||||||||||||
Net
loss attributable to common stock
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- | - | - | (365,868 | ) | (365,868 | ) | |||||||||||||
Balances
at December 31, 2006
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6,250,000 | 6,250 | 2,523,748 | (365,868 | ) | 2,164,130 | ||||||||||||||
Common
stock repurchased for $1.00
|
(250,000 | ) | (250 | ) | 249 | - | (1 | ) | ||||||||||||
Sale
of 24,557,205 units, net of underwriter’s discount and offering
costs
|
24,557,205 | 24,557 | 227,173,506 | - | 227,198,063 | |||||||||||||||
Net
proceeds subject to possible redemption of 4,911,439
shares
|
- | - | (48,033,873 | ) | - | (48,033,873 | ) | |||||||||||||
Proceeds
from sale of warrants to founders
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- | - | 3,350,000 | - | 3,350,000 | |||||||||||||||
Additional
offering costs
|
- | - | (120,143 | ) | - | (120,143 | ) | |||||||||||||
Net
income attributable to common stock
|
- | - | - | 4,235,964 | 4,235,964 | |||||||||||||||
Balances
at December 31, 2007
|
30,557,205 | 30,557 | 184,893,487 | 3,870,096 | 188,794,140 | |||||||||||||||
Net
loss attributable to common stock
|
- | - | - | (1,069,213 | ) | (1,069,213 | ) | |||||||||||||
Balances
at March 31, 2008
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30,557,205 | $ | 30,557 | $ | 184,893,487 | $ | 2,800,883 | $ | 187,724,927 | |||||||||||
See
notes to financial statements.
|
NTR
ACQUISITION CO.
|
||||||||||||
(A
Development Stage Enterprise)
|
||||||||||||
Statements
of Cash Flows (Unaudited)
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||||||||||||
Three
Months
Ended
March
31,
2008
|
Three
Months
Ended
March
31,
2007
|
June
2, 2006
(Date
of
inception)
through
March
31,
2008
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
(loss) income
|
$ | (1,069,213 | ) | $ | 786,852 | $ | 2,800,883 | |||||
Adjustments
to reconcile net (loss) income to net cash
|
||||||||||||
(used
in) provided by operating activities:
|
||||||||||||
Depreciation
|
275 | - | 367 | |||||||||
Deferred
tax asset
|
(551,639 | ) | (72,647 | ) | (620,492 | ) | ||||||
Deferred
interest attributable to common stock
|
||||||||||||
subject
to possible redemption
|
201,566 | 229,410 | 1,494,855 | |||||||||
Changes
in assets and liabilities:
|
||||||||||||
Prepaid
federal taxes
|
(425,000 | ) | - | (530,823 | ) | |||||||
Other
assets
|
1,718,043 | (189,519 | ) | (133,418 | ) | |||||||
Accrued
state taxes
|
93,871 | 498,860 | 217,233 | |||||||||
Accrued
expenses
|
(222,170 | ) | (707,844 | ) | 184,958 | |||||||
Notes
payable to initial founders
|
- | (40,178 | ) | - | ||||||||
Net
cash (used in) provided by operating activities
|
(254,267 | ) | 504,934 | 3,413,563 | ||||||||
Cash
flows from investing activities:
|
||||||||||||
Cash
held in trust account
|
(50,910,070 | ) | (142,870,189 | ) | (244,850,302 | ) | ||||||
Maturity
(purchase) of marketable securities held in trust
|
49,867,346 | (98,827,600 | ) | - | ||||||||
Purchase
of fixed assets
|
- | - | (5,510 | ) | ||||||||
Net
cash used in investing activities
|
(1,042,724 | ) | (241,697,789 | ) | (244,855,812 | ) | ||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
from sale of common stock to initial founders
|
- | - | 2,279,899 | |||||||||
Proceeds
from sale of warrants to initial founders
|
- | 3,350,000 | 3,600,101 | |||||||||
Repurchase
of common stock and performance warrants
|
- | - | (1 | ) | ||||||||
Proceeds
from initial public offering, net of underwriter’s discount and offering
costs
|
- | 235,628,320 | 234,402,278 | |||||||||
Proceeds
from notes payable
|
251,263 | - | 1,772,263 | |||||||||
Net
cash provided by financing activities
|
251,263 | 238,978,320 | 242,054,540 | |||||||||
Net
(decrease) increase in cash
|
(1,045,728 | ) | (2,214,535 | ) | 612,291 | |||||||
Cash
and cash equivalents, beginning of period
|
1,658,019 | 2,423,747 | - | |||||||||
Cash
and cash equivalents, end of period
|
$ | 612,291 | $ | 209,212 | $ | 612,291 | ||||||
Noncash
financing activities:
|
||||||||||||
Accrual
of deferred offering costs
|
$ | - | $ | 255,105 | $ | 1,164,962 | ||||||
Accrual
of deferred underwriter fee
|
- | 7,367,162 | 7,367,162 | |||||||||
Supplementary
Disclosures
|
||||||||||||
Taxes
Paid
|
$ | (678,175 | ) | $ | (150,348 | ) | $ | (4,222,267 | ) | |||
See
notes to financial statements.
|
(1)
|
Organization
and Nature of Business Operations
|
(2)
|
Summary
of Significant Accounting
Principles
|
(3)
|
Formation
of the Company
|
(4)
|
Initial
Public Offering
|
(5)
|
Private
Placement
|
(6)
|
Other
Current Assets
|
(7)
|
Notes
Payable
|
(8)
|
Earnings
Per Share
|
Three
Months Ended March 31, 2008
|
Three
Months Ended March 31, 2007
|
June
2, 2006 (Date of inception) through September 30, 2007
|
||||||||||
Net
income (loss) to common stockholders
|
$ | (1,069,213 | ) | $ | 786,850 | $ | 2,800,883 | |||||
Basic
earnings per common share:
|
||||||||||||
Weighted
average common shares outstanding
|
30,557,205 | 20,985,265 | 24,826,780 | |||||||||
Net
income (loss) per common share - basic
|
$ | (0.04 | ) | $ | 0.04 | $ | 0.11 | |||||
Diluted
earnings per common share:
|
||||||||||||
Weighted
average common shares outstanding
|
30,557,205 | 20,985,265 | 24,826,780 | |||||||||
Effect
on dilutive securities:
|
||||||||||||
Warrants
|
- | 3,573,001 | 4,332,348 | |||||||||
Weighted
average dilutive common shares outstanding
|
30,557,205 | 24,558,266 | 29,159,128 | |||||||||
Net
income (loss) per common share - diluted
|
$ | (0.04 | ) | $ | 0.03 | $ | 0.10 |
Net
proceeds from our initial public offering, the underwriters’
over-allotment, and private placement of common stock and warrants that
were placed in trust
|
$ | 232,757,003 | ||
Deferred
underwriting discounts and commissions
|
7,367,162 | |||
Total
interest earned inception to date through March 31, 2008
|
12,242,881 | |||
Less
total interest disbursed for working capital and payment of taxes
inception to date through March 31, 2008
|
7,516,741 | |||
Total
funds held in Trust Account through March 31, 2008
|
$ | 244,850,305 |
|
·
|
premiums
associated with our directors and officers liability
insurance;
|
|
·
|
payment
of estimated taxes incurred as a result of interest income earned on funds
currently held in the Trust
Account;
|
|
·
|
expenses
for due diligence and investigation of prospective target businesses,
including expenses associated with the proposed Acquisition (as defined
below) and the Termination and Release Agreement (as defined
below);
|
|
·
|
legal
and accounting fees relating to our SEC reporting obligations and general
corporate matters; and
|
|
·
|
miscellaneous
expenses.
|
|
·
|
significantly
reduce the equity interest of our
stockholders;
|
|
·
|
cause
a change in control if a substantial number of our shares of Common Stock
are issued, which may affect, among other things, our ability to use our
net operating loss carry forwards, if any, and may also result in the
resignation or removal of one or more of our current officers and
directors; and
|
|
·
|
adversely
affect prevailing market prices for our Common
Stock.
|
|
·
|
default
and foreclosure on our assets if our operating revenues after an Initial
Business Combination were insufficient to pay our debt
obligations;
|
|
·
|
acceleration
of our obligations to repay the indebtedness even if we have made all
principal and interest payments when due if the debt security contained
covenants that require the maintenance of certain financial ratios or
reserves and any such covenant were breached without a waiver or
renegotiation of that covenant;
|
|
·
|
our
immediate payment of all principal and accrued interest, if any, if the
debt security were payable on demand;
and
|
|
·
|
our
inability to obtain additional financing, if necessary, if the debt
security contained covenants restricting our ability to do
so.
|
Exhibit
No.
|
Description |
10.1 | Termination Agreement and Mutual Release Agreement dated April 3, 2008 by and between the Company and Casey Co.† |
31.1 | Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a) |
31.2 | Certification of Principal 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. Section 1350 |
32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 |
NTR
Acquisition Co.
|
||
Dated:
May 13, 2008
|
By:
|
/s/
Mario E. Rodriguez
|
Mario
E. Rodriguez
Chief
Executive Officer
|
||
Dated:
May 13, 2008
|
By:
|
/s/
William E. Hantke
|
William
E. Hantke
Principal
Financial Officer
|