UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________
Form
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934.
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For
the quarterly period ended March 31, 2008
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or
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£
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934.
|
For
the Transition period from ____ to ____.
Commission
File Number 001-33247
Geneva
Acquisition Corporation
(Exact
name of Registrant as specified in its charter)
Delaware
|
|
41-2207517
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|
|
|
(State
or other jurisdiction of incorporation)
|
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(IRS
Employer Identification
Number)
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400
Crown Colony Drive, Suite 104
Quincy,
Massachusetts 02169
(Address
of principal executive offices)
(617)
933-7100
(Registrant’s
telephone number, including area code)
________
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
x
Yes
o
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
|
|
|
(Do
not check if a smaller
reporting
company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Act).
x
Yes
o
No
The
number of shares of common stock outstanding as of May 8, 2008 was
14,000,000.
TABLE
OF CONTENTS
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2
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3
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4
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5
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6
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11
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13
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13
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14
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14
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14
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14
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14
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14
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14
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15
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EXHIBITS:
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Exhibit
31.1: Sarbanes-Oxley Section 302 Certifications
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Exhibit
32.1: Sarbanes-Oxley Section 906 Certifications
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FORWARD-LOOKING
STATEMENTS
In
addition to historical information, this Quarterly Report on Form 10-Q contains
statements relating to our future results (including certain projections and
business trends) that are “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and are subject to the “safe harbor” created by those
sections. Words such as “anticipates,” “expects,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “will” and variations of such words and
similar expressions are intended to identify such forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause our actual results, performance
or
achievements, or industry results, to differ materially from any future results,
performance or achievements implied by such forward-looking statements. Factors
that might cause such differences include, but are not limited to, those
discussed in the section entitled “Risk Factors” set forth in Item 1A and
elsewhere in our Annual Report on Form 10-K for the year ended December 31,
2007
filed with the Securities and Exchange Commission, and those detailed from
time
to time in our other filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management’s opinions only as of the date of such
statements or reports. There can be no assurance that (i) we have correctly
measured or identified all of the factors affecting our business or the extent
of the likely impact of such factors, (ii) the publicly available information
with respect to these factors on which such analysis is based is complete or
accurate, (iii) such analysis is correct or (iv) our strategy, which is based
in
part on this analysis, will be successful. We undertake no obligation to revise
or publicly release the results of any revision to these forward-looking
statements.
PART
I.
FINANCIAL
INFORMATION
Item
1
. Financial
Statements.
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Condensed
Consolidated
Balance Sheets
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March 31, 2008
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December 31, 2007
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(unaudited)
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Assets
|
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|
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Current
Assets:
|
|
|
|
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|
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Cash
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$
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6,278
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|
$
|
17,042
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Investments
held in trust
|
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|
67,124,715
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66,983,581
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Investments
held in trust for deferred underwriting discount
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2,070,000
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2,070,000
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Prepaid
expenses
|
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218,257
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85,425
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Total
current assets
|
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69,419,250
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69,156,048
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Deferred
tax asset
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217,796
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157,172
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Total
Assets
|
|
$
|
69,637,046
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$
|
69,313,220
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Liabilities
And Stockholders' Equity
|
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Current
Liabilities:
|
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|
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|
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Accrued
expenses
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$
|
169,115
|
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$
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194,444
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Advances
from stockholder
|
|
|
2,301
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|
2,301
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Deferred
interest income
|
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|
142,357
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54,000
|
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Deferred
underwriting discount
|
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2,070,000
|
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2,070,000
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Total
Liabilities
|
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2,383,773
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2,320,745
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Common
stock subject to possible conversion, 2,298,850 shares at conversion
value
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13,067,463
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13,067,463
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Commitments
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Stockholders'
Equity
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Preferred
Stock, $.0001 par value, 1,000,000 shares authorized; none issued
or
outstanding
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-
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-
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Common
Stock, $.0001 par value, 60,000,000 shares authorized; 14,000,000
shares
(which includes 2,298,850 subject to possible conversion) issued
and
outstanding at March 31, 2008 and December 31, 2007
respectively.
|
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1,400
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1,400
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Additional
paid-in capital
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52,364,993
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52,364,993
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Earnings
accumulated during the development stage
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1,819,417
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1,558,619
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Total
Stockholders' Equity
|
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54,185,810
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53,925,012
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Total
Liabilities and Stockholders' Equity
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$
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69,637,046
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$
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69,313,220
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See
notes
to condensed consolidated financial statements
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Condensed
Consolidated
Statements of Operations
(unaudited)
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Cumulative Period from June
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Three months ended
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Three months ended
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2, 2006 (inception)
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March 31, 2008
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March 31, 2007
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to March 31, 2008
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Interest
income
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$
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602,277
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$
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403,804
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$
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3,558,622
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Operating
Expenses
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General and
administrative
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198,305
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51,461
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745,577
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Net
income before income taxes
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$
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403,972
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$
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352,343
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$
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2,813,045
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Income
tax expense
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$
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143,174
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$
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134,000
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$
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993,628
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Net
Income
|
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$
|
260,798
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$
|
218,343
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$
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1,819,417
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Weighted
average number of common shares outstanding - basic and
diluted
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14,000,000
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7,788,889
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9,470,060
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Income
per Share - basic and diluted
|
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$
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0.02
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$
|
0.03
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$
|
0.19
|
|
See
notes
to condensed consolidated financial statements
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Condensed
Consolidated
Statement of Stockholders'
Equity
|
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Earnings (Deficit) Accumulated
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Common Stock
|
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Additional
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During the
|
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Shares
|
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Amount
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Paid-in Capital
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Development Stage
|
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Total
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|
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|
|
|
|
|
Issuance
of common stock to initial stockholders on June 9, 2006 at $.01 per
share.
|
|
|
2,500,000
|
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$
|
250
|
|
$
|
24,750
|
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|
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$
|
25,000
|
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|
|
|
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|
|
|
|
|
|
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|
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|
|
|
Net
loss
|
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|
|
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|
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|
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$
|
(5,000
|
)
|
$
|
(5,000
|
)
|
|
|
|
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|
|
|
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|
|
|
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Balance
at December 31, 2006
|
|
|
2,500,000
|
|
$
|
250
|
|
$
|
24,750
|
|
$
|
(5,000
|
)
|
$
|
20,000
|
|
|
|
|
|
|
|
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|
|
|
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|
|
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|
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Sale
of private placement warrants
|
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|
-
|
|
|
-
|
|
|
1,900,000
|
|
|
-
|
|
|
1,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of 11,500,000 units net of underwriter's discount and offering expenses
(includes 2,298,850 shares subject to possible conversion)
|
|
|
11,500,000
|
|
|
1,150
|
|
|
63,507,606
|
|
|
-
|
|
|
63,508,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
subject to possible conversion of 2,298,850 shares
|
|
|
-
|
|
|
-
|
|
|
(13,067,463
|
)
|
|
-
|
|
|
(13,067,463
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of underwriter option
|
|
|
-
|
|
|
-
|
|
|
100
|
|
|
-
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,563,619
|
|
|
1,563,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2007
|
|
|
14,000,000
|
|
$
|
1,400
|
|
$
|
52,364,993
|
|
$
|
1,558,619
|
|
$
|
53,925,012
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
260,798
|
|
|
260,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at March 31, 2008
|
|
|
14,000,000
|
|
$
|
1,400
|
|
$
|
52,364,993
|
|
$
|
1,819,417
|
|
$
|
54,185,810
|
|
See
notes
to condensed consolidated financial statements
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Condensed
Consolidated Statements of Cash Flows
(unaudited)
|
|
|
|
|
|
Cumulative Period from June
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
2, 2006 (inception) to
|
|
|
|
March 31, 2008
|
|
March 31, 2007
|
|
March 31, 2008
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
260,798
|
|
$
|
218,343
|
|
$
|
1,819,417
|
|
Adjustments
to reconcile net income to net
|
|
|
|
|
|
|
|
|
|
|
cash
used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax asset
|
|
|
(60,624
|
)
|
|
-
|
|
|
(217,796
|
)
|
Income
taxes payable
|
|
|
-
|
|
|
134,000
|
|
|
-
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Increase
in investments held in trust
|
|
|
(690,634
|
)
|
|
(403,804
|
)
|
|
(3,700,979
|
)
|
Increase
in prepaid expenses
|
|
|
(132,832
|
)
|
|
(4,812
|
)
|
|
(218,257
|
)
|
Increase
(decrease) in accrued expenses
|
|
|
(25,329
|
)
|
|
44,144
|
|
|
169,115
|
|
Increase
in deferred interest income
|
|
|
88,357
|
|
|
-
|
|
|
142,357
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(560,264
|
)
|
|
(12,129
|
)
|
|
(2,006,143
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disbursements
from trust
|
|
|
549,500
|
|
|
-
|
|
|
1,946,264
|
|
Cash
held in trust account
|
|
|
-
|
|
|
(67,440,000
|
)
|
|
(67,440,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash (used in) provided by investing
activities
|
|
|
549,500
|
|
|
(67,440,000
|
)
|
|
(65,493,736
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from public offering
|
|
|
-
|
|
|
69,000,000
|
|
|
69,000,000
|
|
Proceeds
from private placement of warrants
|
|
|
-
|
|
|
1,900,000
|
|
|
1,900,000
|
|
Proceeds
from issuance of underwriting option
|
|
|
-
|
|
|
100
|
|
|
100
|
|
Proceeds
from sale of stock
|
|
|
-
|
|
|
-
|
|
|
25,000
|
|
Proceeds
from notes payable, stockholders
|
|
|
-
|
|
|
-
|
|
|
75,000
|
|
Proceeds
from advances from stockholders
|
|
|
-
|
|
|
15,000
|
|
|
52,000
|
|
Payments
of notes payable, stockholders
|
|
|
-
|
|
|
(75,000
|
)
|
|
(75,000
|
)
|
Payments
of advances from stockholders
|
|
|
-
|
|
|
(49,699
|
)
|
|
(64,699
|
)
|
Payment
of offering costs
|
|
|
-
|
|
|
(3,211,859
|
)
|
|
(3,406,244
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
-
|
|
|
67,578,542
|
|
|
67,506,157
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
|
(10,764
|
)
|
|
126,413
|
|
|
6,278
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
|
17,042
|
|
|
615
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
|
$
|
6,278
|
|
$
|
127,028
|
|
$
|
6,278
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
schedule of non-cash financing activities:
|
|
|
|
|
|
|
|
|
|
|
Accrual
of public offering costs
|
|
$
|
-
|
|
$
|
78,000
|
|
$
|
-
|
|
Accrual
of deferred underwriting fees
|
|
$
|
-
|
|
$
|
2,070,000
|
|
$
|
2,070,000
|
|
Advance
from Stockholder for public offering costs
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
See
notes
to condensed consolidated financial statements
Geneva
Acquisition Corporation and Subsidiary
(A
Development Stage Company)
Notes
to Condensed Consolidated Financial
Statements
1.
Summary of Significant Accounting Policies
Basis
of Presentation
The
financial statements at March 31, 2008 and for the periods ended March 31,
2007
and 2008 are unaudited. The condensed consolidated financial statements
include the accounts of Geneva Acquisition Corporation and its wholly owned
subsidiary, Geneva Acquisition Security Corporation (collectively referred
to as
the "Company"). All significant intercompany transactions and balances have
been
eliminated. In the opinion of management, all adjustments (consisting of normal
accruals) have been made that are necessary to present fairly the financial
position of the Company as of March 31, 2008 and the results of its operations
and its cash flows for the three months then ended, and for the period from
June 2, 2006 (inception) through March 31, 2008. Operating results for the
interim period presented are not necessarily indicative of the results to be
expected for the full year.
The
statements and related notes have been prepared in accordance with accounting
principles generally accepted in the United States ("U.S. GAAP") for interim
financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with U.S. GAAP have been omitted pursuant to such rules and
regulations. The Company also follows Statement of Financial Accounting
Standards No. 7, "Accounting and Reporting for Development Stage
Enterprises" in preparing its financial statements. Audited financial statements
as of and for the year ended December 31, 2007, prepared in accordance with
U.S.
GAAP, are contained in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2007 filed with the Securities and Exchange Commission.
The
December 31, 2007 balance sheet included in this report has been derived from
the audited financial statements included in that annual report.
Statements
of Cash Flows
For
purposes of the statements of cash flows, we consider all highly liquid
investments (
i.e.
,
investments which, when purchased, have original maturities of three months
or
less) to be cash equivalents.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts
of
assets and liabilities and disclosure of contingent assets and liabilities
at
the date of the financial statements and reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
Recently
Issued Accounting Pronouncements
In
January 2007, the Company adopted FIN 48,
Accounting
for Uncertainty in Income Taxes—an Interpretation of FASB Statement
No. 109
,
which
provides criteria for the recognition, measurement, presentation and disclosure
of uncertain tax positions. A tax benefit from an uncertain position may be
recognized only if it is "more likely than not" that the position is sustainable
based on its technical merits. The adoption of FIN 48 did not have a material
effect on the Company's results of operations or financial condition. The
Company was incorporated on June 2, 2006. Accordingly, the tax periods
ended December 31, 2007 and December 31, 2006 are the only tax periods open
for examination as of March 31, 2008.
Management
does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on the
accompanying financial statements.
2.
Organization and Business Operations
Geneva
Acquisition Corporation was incorporated in Delaware on June 2, 2006 as a
"blank check" company whose objective is to acquire or merge with an operating
business. The Securities and Exchange Commission defines such a company as
"a
development stage company" as it either has no specific business plan or
purpose, or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity or
person; and has issued "penny stock," as defined in Rule 3a51-1 under the
Securities Exchange Act of 1934. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is subject to the risks associated with
development stage companies.
The
Company's Certificate of Incorporation provides that the Company will continue
in existence only until 24 months from the Effective Date of the Initial
Public
Offering. If the Company has not completed a Business Combination by such date,
its corporate existence will cease and it will dissolve and liquidate for the
purposes of winding up its affairs. In the event of liquidation, it
is possible that the per share value of the residual assets remaining
available for distribution (including Trust Account assets) may be less than
the
initial public offering price per share in the Initial Public Offering (assuming
no value is attributed to the Warrants contained in the Units sold in the
Initial Public Offering discussed in Note 3). The accompanying financial
statements do not include any adjustments that might result from the outcome
of
this uncertainty.
On
June 9, 2006, all of the officers and directors of the Company ("Initial
Stockholders") purchased 2,500,000 shares of common stock at $0.01 per
share.
At
March 31, 2008, the Company had not yet commenced any operations. All activity
through March 31, 2008 relates to the Company's formation, its initial public
offering described below and thereafter, pursuing potential transactions
with target businesses. The Company has selected December 31 as its fiscal
year-end.
The
registration statement for the Company's initial public offering (the "Initial
Public Offering") (as described in Note 3) was declared effective
February 12, 2007 (the "Effective Date"). The Company consummated the
Initial Public Offering on February 16, 2007, and simultaneously therewith,
certain officers and directors and the initial stockholders of the Company
purchased an aggregate of 2,923,077 warrants at $0.65 per warrant from the
Company in a private placement (the "Private Placement"). The warrants sold
in
the Private Placement are identical to the warrants sold in the Initial Public
Offering, except that if we call the public warrants for redemption, the
warrants sold in the private placement will be exercisable on a cashless basis
so long as they are still held by the initial purchasers thereof. On
March 8, 2007, the underwriters consummated the full exercise of the
over-allotment option, resulting in the sale of an additional 1,500,000 units
(see Note 3 below). The Company received net proceeds from the Private
Placement and the Initial Public Offering, including the proceeds received
upon
the full exercise of the over-allotment option, of approximately $65,409,000
(see Note 3 below).
The
Company's management has broad discretion with respect to the specific
application of the net proceeds of the Initial Public Offering, although
substantially all of the net proceeds of the Initial Public Offering are
intended to be generally applied toward consummating a business combination
with
an operating business ("Business Combination"), which may not constitute a
business combination for accounting purposes. Furthermore, there is no assurance
that the Company will be able to successfully effect a Business Combination.
Upon the closing of the Initial Public Offering, $67,440,000, including
$2,070,000 of deferred underwriting discounts, was placed in a trust account
("Trust Account") and has been invested in a qualified money market
fund until the earlier of (i) the consummation of the first
Business
Combination or (ii) liquidation of the Company. As of March 31, 2008,
$69,194,715 was held in the Trust Account, of which $2,070,000 was for deferred
underwriting discount and $1,754,715 was accrued investment income. We are
entitled to receive up to $1,600,000, plus amounts for corporate income and
franchise taxes, from interest earned on the trust account (plus $50,000
received from the net proceeds of the Initial Public Offering) to finance our
operations prior to consummating a Business Combination. The placing of funds
in
the Trust Account may not protect those funds from third party claims against
the Company. Although the Company will seek to have all vendors, prospective
target businesses or other entities it engages, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to any
monies held in the Trust Account, there is no guarantee that they will execute
such agreements. Certain of the Company's directors have severally agreed that
they will be personally liable under certain circumstances to ensure that the
proceeds in the Trust Account are not reduced by the claims of target businesses
or vendors or other entities that are owed money by the Company for services
rendered, contracted for or products sold to the Company. However, there can
be
no assurance that the directors will be able to satisfy those obligations.
The
remaining net proceeds (not held in the Trust Account), along with interest
earned on the Trust Account, may be used to pay for business, legal and
accounting due diligence on prospective acquisitions and continuing general
and
administrative expenses. The Company, after signing a definitive agreement
for
the acquisition of a target business, is required to submit such transaction
for
stockholder approval. In the event that stockholders owning 20% or more of
the
shares sold in the Initial Public Offering vote against the Business Combination
and exercise their conversion rights described below, the Business Combination
will not be consummated. All of the Company's stockholders prior to the
Initial Public Offering, including the Initial Stockholders, have agreed to
vote their 2,500,000 founding shares of common stock, as well as any shares
of
common stock acquired in connection with or following the Public Offering,
in
accordance with the vote of the majority in interest of all other stockholders
of the Company ("Public Stockholders") with respect to any Business Combination.
After consummation of a Business Combination, these voting safeguards will
no
longer be applicable.
With
respect to a Business Combination which is approved and consummated, any Public
Stockholder who voted against the Business Combination may demand that the
Company convert his or her shares. The per share conversion price will equal
the
amount in the Trust Account, calculated as of two business days prior to the
consummation of the proposed Business Combination, divided by the number of
shares of common stock held by Public Stockholders at the consummation of the
Initial Public Offering. Accordingly, Public Stockholders holding 19.99% of
the
aggregate number of shares owned by all Public Stockholders may seek conversion
of their shares in the event of a Business Combination. Such Public Stockholders
are entitled to receive their per share interest in the Trust Account (subject
to distributions for working capital and amounts paid or accrued for taxes)
computed without regard to the 2,500,000 founding shares held by Initial
Stockholders. Accordingly, a portion of the net proceeds from the Initial Public
Offering (19.99% of the amount held in the Trust Account, excluding the deferred
portion of the underwriters' discount and commission) has been classified as
common stock subject to possible conversion on the accompanying March 31, 2008
balance sheet. In addition, such Public Stockholders would also be entitled
to a
pro rata portion of the deferred portion of the underwriters' discount and
commission held in trust (see Note 3).
3.
Initial Public Offering
On
February 16, 2007, the Company sold 10,000,000 Units ("Units") in the
Initial Public Offering at a price of $6.00 per Unit. On March 8, 2007, the
underwriters consummated the full exercise of the over-allotment option,
resulting in the sale of an additional 1,500,000 Units. Each Unit consists
of
one share of the Company's common stock and two Redeemable Common Stock Purchase
Warrants ("Warrants"). Each Warrant entitles the holder to purchase from the
Company one share of common stock at an exercise price of $5.00 commencing
on
the later of the completion of a Business Combination or one year from the
Effective Date of the Initial Public Offering, subject to there being an
effective and current registration statement relating to the shares issuable
upon exercise of the warrants, and expiring four years from the Effective Date
of the Initial Public Offering. The Company may redeem the Warrants at a price
of $.01 per Warrant upon 30 days' notice after the Warrants become
exercisable, only in the event that the last sale price of the common stock
is
at least $8.50 per share for any 20 trading days within a 30 trading day period
ending on the third day prior to the date on which notice of redemption is
given. The Company does not need to obtain the consent of Lazard Capital Markets
LLC prior to calling the warrants for redemption. In accordance with the warrant
agreement relating to the Warrants sold and issued in the Initial Public
Offering, the Company is only required to use its best efforts to maintain
the
effectiveness of the registration statement covering the Warrants. The Company
will not be obligated to deliver securities, and there are no contractual
penalties for failure to deliver securities, if a registration statement is
not
effective at the time of exercise. Additionally, in the event that a
registration statement is not effective at the time of exercise, the holder
of
such Warrant shall not be entitled to exercise such Warrant and in no event
(whether in the case of a registration statement not being effective or
otherwise) will the Company be required to net cash settle the Warrant exercise.
Consequently, the Warrants may expire unexercised and unredeemed.
In
connection with the Initial Public Offering, the Company paid the underwriters
of the Initial Public Offering underwriting discounts and commissions of 7%
of
the gross proceeds of the Initial Public Offering, of which 3% of the gross
proceeds will be held in the Trust Account and payable only upon the
consummation of a Business Combination. If a Business Combination is approved
and completed, Public Stockholders who voted against the combination and have
exercised their conversion rights will be entitled to their pro rata share
of
the deferred underwriters' discount and commission.
Simultaneously
with the consummation of the Initial Public Offering, certain of the Initial
Stockholders purchased 2,923,077 warrants ("Private Placement Warrants") at
a
purchase price of $0.65 per warrant, in the Private Placement. The proceeds
of
$1,900,000 were placed in the Trust Account. The Private Placement Warrants
are
identical to the Warrants underlying the Units sold in the Initial Public
Offering except that if the Company calls the Warrants for redemption, the
Private Placement Warrants will be exercisable on a cashless basis so long
as
they are still held by the initial purchasers thereof. The
purchasers
have
agreed that the Private Placement Warrants will not be sold or transferred
by
them, until 30 days after the completion of a Business
Combination.
The
Initial Stockholders and the holders of the Private Placement Warrants will
be
entitled to registration rights with respect to their securities pursuant to
an
agreement signed on the Effective Date of the Initial Public Offering. With
respect to the shares issued prior to the completion of the Initial Public
Offering, the holders of the majority of these shares are entitled to demand
that the Company register these shares at any time commencing six months
following the consummation of a Business Combination. With respect to the
Private Placement Warrants (and underlying shares), the holders of the majority
of these securities are entitled to demand that the Company register these
shares at any time commencing three months following the consummation of a
Business Combination. In addition, such holders have certain "piggy-back"
registration rights on registration statements filed subsequent to the Company's
consummation of a Business Combination.
In
connection with the Initial Public Offering, the Company issued an option
to Lazard Capital Markets LLC for $100, to purchase 700,000 Units. The Units
that would be issued upon exercise of the Underwriters Purchase Option ("UPO")
are identical to those offered by the Initial Public Offering. This UPO is
exercisable at $8.50 per Unit commencing the later of the completion of a
Business Combination or one year from the Effective Date of the Initial Public
Offering, subject to there being an effective and current registration statement
relating to the UPO or the Warrants underlying such UPO issuable upon exercise
of the option or an exemption from registration, and expiring five years from
the Effective Date of the Initial Public Offering. Additionally, in the event
that a registration statement is not effective at the time of exercise, the
holder of such UPO or Warrant shall not be entitled to exercise such UPO or
Warrant and in no event (whether in the case of a registration statement not
being effective or otherwise) will the Company be required to net cash settle
the warrant exercise. Consequently, the UPO and the Warrants may expire
unexercised and unredeemed.
The
sale of the UPO has been accounted for as an equity transaction. Accordingly,
there was no net impact on the Company's financial position or results of
operations, except for the recording of the $100 proceeds from the sale. The
Company has determined, based upon a Black-Scholes model, that the fair value
of
the UPO on the date of sale would be approximately $1,491,000 using an
expected life of five years, volatility of 45.2% and a risk-free interest rate
of 4.88%.
At
the time the UPO was issued, the Company had no trading history, as such it
was
not possible to value the UPO based on historical trades. In order to estimate
the value of the UPO the Company considered the historic volatilities of
publicly traded blank check companies that have completed business combinations.
The average volatility of the representative companies was calculated to be
45.2%. Management believes that this volatility is a reasonable benchmark to
use
in estimating the value of the UPO. The actual volatility of the Units will
depend on many factors that cannot be ascertained at this time.
4. Advances From Stockholders
The
Company has received $52,000 in advances from certain of its Initial
Stockholders that bear no interest and were to be repaid no later than the
consummation of the Initial Public Offering. On February 16, 2007, the
Company repaid $49,699 of these advances, leaving a balance of $2,301 as of
March 31, 2008.
5.
Commitments and Related Party Transactions
The
Company presently occupies office space provided by an affiliate of several
of
the Initial Stockholders. Such affiliate has agreed that, until the Company
consummates a Business Combination, it will make such office space, as well
as
certain office and secretarial services, available to the Company, as may be
required by the Company from time to time. The Company has agreed to pay such
affiliate $4,500 per month for such services commencing on the Effective Date
of
the Initial Public Offering. The statement of operations includes $13,500 of
such expense for the three months ended March 31, 2008.
The
Initial Stockholders have entered into letter agreements that waive their right
to receive distributions with respect to their 2,500,000 founding shares upon
the Company's liquidation.
6.
Preferred Stock
Geneva
Acquisition Corporation is authorized to issue 1,000,000 shares of preferred
stock with such designations, voting and other rights and preferences as may
be
determined from time to time by the Board of Directors.
7.
Reserved Common Stock
At
March 31, 2008, 28,023,077 shares of common stock were reserved for issuance
upon exercise of redeemable warrants and the UPO.
8.
Trust Account
For
tax planning purposes, Geneva Acquisition Corporation assigned its rights to
the
cash in the Trust Account to Geneva Acquisition Security Corporation, a
wholly-owned Massachusetts subsidiary qualifying as a "security corporation"
entitled to a reduced state corporate tax rate.
Investments
held in trust consist of taxable and tax-free investments in money market
funds.
Reconciliation of investments held in trust is as follows:
|
|
Three
Months Ended
March
31, 2008
|
|
June
2, 2006 (inception) to
March
31, 2008
|
|
Investments
held in trust- beginning of period
|
|
$
|
69,053,581
|
|
$
|
-
|
|
Contribution
to trust (including deferred underwriter commission)
|
|
|
-
|
|
|
67,440,000
|
|
Interest
income received
|
|
|
690,634
|
|
|
3,700,979
|
|
Withdrawals
to fund operations
|
|
|
(185,302
|
)
|
|
(560,302
|
)
|
Withdrawals
to pay taxes
|
|
|
(364,198
|
)
|
|
(1,385,962
|
)
|
Total
investments held in trust
|
|
|
69,194,715
|
|
|
69,194,715
|
|
Item
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
The
following Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our financial
statements and the related notes and schedules thereto.
General
We
were formed on June 2, 2006, for the purpose of acquiring, through a
merger, capital stock exchange, asset acquisition or other similar business
combination, an operating business. On February 16, 2007 and March 8,
2007, we consummated the public offering of an aggregate of 11,500,000 units,
which we refer to as our Initial Public Offering. Our efforts in identifying
a
prospective target business will not be limited to a particular industry.
However, we intend to focus our search on the healthcare sector. Our initial
business combination must be with a target business whose fair market value
is
at least equal to 80% of our net assets (all of our assets, including the funds
then held in the trust account (described below) less our liabilities) at the
time of such acquisition. We intend to use cash derived from the proceeds of
our
Initial Public Offering and our concurrent warrant private placement (described
below), our capital stock, debt or a combination of cash, capital stock and
debt, to effect such business combination.
Since our Initial Public Offering, we have been actively searching for a
suitable business combination candidate. We have met with potential target
companies, service professionals and other intermediaries to discuss our
company, the background of our management and our combination preferences.
In
the course of these discussions, we have also spent time explaining the capital
structure of the Initial Public Offering, the business combination approval
process and the timeline within which we must either enter into a letter of
intent or definitive agreement for a business combination, or return to
investors the proceeds of the Initial Public Offering, which are held in trust.
Consistent with the disclosures in the prospectus relating to our Initial Public
Offering, we have focused our search on companies in the healthcare sector.
Our
Certificate of Incorporation provides that we will continue in existence only
until February 12, 2009, 24 months from the effective date of our Initial
Public
Offering. If we have not completed a business combination by such date, our
corporate existence will cease and we will dissolve and liquidate for the
purposes of winding up our affairs. We cannot assure investors that we will
find
a suitable business combination in the allotted time.
Results
of Operations
We
have neither engaged in any operations nor generated any revenues to date.
Our
only activities since inception have been organizational activities and those
necessary to prepare for our Initial Public Offering, and thereafter, activities
related to pursuing a business combination with target businesses. We will
not generate any operating revenues until after completion of a business
combination. We have generated non-operating income in the form of interest
income on our cash and cash equivalents and short term investments.
Net
income of $260,798 for the three months ended March 31, 2008 consisted of
interest income on the trust account investments of $602,277, reduced by
$198,305 of general and administrative expenses and income tax expense of
$143,174.
Net
income of $218,343 for the three months ended March 31, 2007 consisted of
interest income on the trust account investments of $403,804, reduced by $51,461
of general and administrative expenses and income tax expense of
$134,000.
The
increase in interest income for the three months ended March 31, 2008, as
compared to the three months ended March 31, 2007, was attributable to the
investment of the net proceeds of the Initial Public Offering and of the
concurrent private placement of warrants during the entire three-month period
in
2008. During the three months ended March 31, 2007, such net proceeds were
not
invested for the entire three-month period, since the Initial Public Offering
and the concurrent private placement of warrants were not completed until
February 16, 2007 and March 8, 2007, as described below.
Substantially
all of the increase in general and administrative expenses for the three months
ended March 31, 2008, as compared to the three months ended March 31, 2007,
was
attributable to the increased expenses incurred in searching for a suitable
business combination candidate during the entire three-month period in 2008.
In
2007, such process did not commence until after we had completed our Initial
Public Offering and concurrent private placement of warrants.
Net
income of $1,819,417 for the period from June 2, 2006 (inception) to March
31, 2008 (cumulative) consisted of interest income on trust account investments
of $3,558,622, reduced by $745,577 of general and administrative expenses and
income tax expense of $993,628.
Liquidity
and Capital Resources
On
February 16, 2007, we closed our Initial Public Offering of 10,000,000 units.
On
March 8, 2007, the underwriters consummated the full exercise of their
over-allotment option, resulting in the sale of an additional 1,500,000 units.
Each unit consisted of one share of common stock and two warrants. Each warrant
entitles the holder thereof to purchase one share of our common stock at an
exercise price of $5.00. Simultaneously with the consummation of our Initial
Public Offering, certain officers and directors and our initial stockholders
purchased from us in a private placement an aggregate of 2,923,077 warrants
at
$0.65 per warrant. The warrants sold in this private placement are identical
to
the warrants sold in the Initial Public Offering, except that if we call the
public warrants for redemption, the warrants sold in the private placement
will
be exercisable on a cashless basis so long as they are still held by the initial
purchasers thereof. We received net proceeds from the warrant private placement
and the Initial Public Offering, including the proceeds received upon the full
exercise of the over-allotment option, of approximately
$65,409,000.
Our
management has discretion with respect to the specific application of the net
proceeds of the Initial Public Offering, although substantially all of the
net
proceeds of the Initial Public Offering are intended to be generally applied
toward consummating the business combination, which may not necessarily
constitute the acquisition of a majority of the outstanding equity of such
business and may not necessarily constitute a business combination for
accounting purposes. Furthermore, there is no assurance that we will be able
to
successfully effect a business combination. Upon the closing of the Public
Offering, $67,440,000 was deposited in the trust account and, commencing
February 16, 2007, was to be invested in government securities, or
qualified money market funds, until the earlier of (i) the
consummation of our first business combination or (ii) our
liquidation.
We
are entitled to receive up to $1,600,000, plus amounts for corporate income
and
franchise taxes, from interest earned on the trust account (plus $50,000
received from the net proceeds of the Initial Public Offering) to finance our
operations prior to consummating a business combination. We currently anticipate
incurring expenses for the following purposes until we consummate a business
combination:
|
•
|
costs
incurred to identify one or more potential target
businesses;
|
|
•
|
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;
|
|
•
|
payment
of $108,000 in administrative fees due to an affiliate of two of
our
initial stockholders; and
|
|
•
|
miscellaneous
expenses.
|
As
of March 31, 2008, $560,302 has been withdrawn from the trust account to
finance
our operations, leaving an available balance to be withdrawn of
$1,039,698.
Beginning
on February 12, 2007 and ending upon the acquisition of a target business,
we are incurring a fee of $4,500 per month for office space and certain
administrative, technology and secretarial services from NEGF Advisory
Company Inc., an affiliate of two of our initial stockholders. In addition,
in 2006, certain initial stockholders advanced us an aggregate of $127,000
for
payment of offering expenses on our behalf. A total of $124,699 of these
advances was repaid from the proceeds of the Initial Public Offering that were
allocated to pay offering expenses.
We
may use all or substantially all of the proceeds held in trust, other than
the
deferred portion of the underwriters' discount and amounts used for working
capital and for taxes, to acquire or merge with one or more target businesses.
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 in trust or because we will finance a
portion of the consideration with capital stock or debt securities that we
can
issue. 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 businesses that we acquire or
merge
with in such business combination must have, individually or collectively,
a
fair market value equal to at least 80% of our net assets (all of our assets,
including the funds then held in the trust account, less our liabilities) at
the
time of such acquisition. If we consummate multiple business combinations that
collectively have a fair market value of 80% of our net assets, then we would
require that such transactions are consummated simultaneously.
We
may issue additional capital stock or debt securities to finance a business
combination. The issuance of additional capital stock, including the conversion
of any convertible debt securities we may issue, or the incurrence of debt,
could have material consequences on our business and financial condition. We
anticipate that we would only consummate such a financing simultaneously with
the consummation of a business combination.
If
we are unable to find a suitable target business by February 12, 2009, we
will be forced to liquidate. If we are forced to liquidate, the per share
liquidation amount may be less than the initial per unit Initial Public Offering
price because of the underwriting commissions and expenses related to our
Initial Public Offering and because of the value of the warrants in the per
unit
offering price. 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 to 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 paid
by
us. Furthermore, our warrants will expire worthless if we liquidate before
the
completion of the business combination.
It
is possible that we could use a portion of the funds not in the trust account
to
make a deposit, down payment or fund an exclusivity provision with respect
to a particular proposed business
combination. In the event we were ultimately required to forfeit such funds
(whether as a result of our breach of agreement relating to such payment or
otherwise), we may not have a sufficient amount of working capital available
outside of the trust account to pay expenses related to finding a suitable
business combination without securing additional financing. If we were unable
to
secure additional financing, we would most likely fail to consummate a business
combination in the allotted time and would be forced to liquidate.
Off-Balance
Sheet Arrangements
Options
and warrants issued in conjunction with our Initial Public Offering are equity
linked derivatives and accordingly represent off-balance sheet arrangements.
The
options and warrants meet the scope exception in paragraph 11(a) of
Financial Accounting Standards Board Statement No. 133 (“FASB 133”) and are
accordingly not accounted for as derivatives for purposes of FASB 133, but
instead are accounted for as equity. See the notes to our financial statements
for a discussion of the options and warrants.
The
securities held in the trust account are in the name of our wholly owned
subsidiary, Geneva Acquisition Security Corporation, which was formed on
February 16, 2007 specifically for such purpose.
Contractual
Obligations
In
connection with our Initial Public Offering, we agreed to pay the underwriters
a
deferred underwriting discount of $2,070,000 upon the consummation of our
initial business combination. We expect that such allowance will be paid out
of
the proceeds in the trust account. Beginning on February 12, 2007 and
ending upon the acquisition of a target business, we are incurring a fee of
$4,500 per month for office space and certain administrative, technology and
secretarial services from NEGF Advisory Company Inc., an affiliate of two
of our initial stockholders. Other than contractual obligations incurred in
the
ordinary course of business, we do not have any other long-term contractual
obligations.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
Market
risk is a broad term for the risk of economic loss due to adverse changes in
the
fair value of a financial instrument. These changes may be the result of various
factors, including interest rates, foreign exchange rates, commodity prices
and/or equity prices. Our exposure to market risk is limited to interest income
sensitivity with respect to the funds placed in the trust account. However,
the
funds held in our trust account have been invested only in U.S. "government
securities," defined as any Treasury Bill issued by the United States having
a
maturity of one hundred and eighty days or less, or in money market funds,
meeting certain conditions under Rule 2a-7 under the Investment Company Act
of 1940, so we are not deemed to be an investment company under the Investment
Company Act. As a result, we are subject to market risk primarily through
changes in interest rates on government securities and money market funds.
The
effect of other changes, such as foreign exchange rates, commodity prices and/or
equity prices, do not currently pose significant market risk to us.
Item
4. Controls and
Procedures.
Evaluation
of Disclosure Controls and Procedures.
Based
on their evaluation as of the end of the period covered by this Quarterly Report
on Form 10-Q, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) provide them with
reasonable assurance that they were effective to provide timely material
information required to be disclosed as of the end of the period covered by
this
report.
Changes
in Internal Control over Financial Reporting.
Our
management has evaluated whether any change in our internal control over
financial reporting occurred during the last fiscal quarter. Based on that
evaluation, management concluded there have been no changes in our internal
controls over financial reporting during the period covered by this Quarterly
Report on Form 10-Q that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial
reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal
Proceedings.
We
are not currently subject to any material legal proceedings, nor, to our
knowledge, is any material legal proceeding threatened against us.
Item
1A. Risk
Factors.
An
investment in our securities involves a high degree of risk. There have been
no
material changes to the risk factors previously disclosed in our Annual Report
on Form 10-K for the year ended December 31, 2007 filed with the SEC. You should
consider carefully all of the material risks described in such report before
making a decision to invest in our securities. If any of the events described
therein occur, our business, financial conditions and results of operations
may
be materially adversely affected. In that event, the trading price of our
securities could decline, and you could lose all or part of your
investment.
Item
2. Unregistered Sales of Equity Securities
and Use of Proceeds.
During
the quarter ended March 31, 2008, we did not issue any securities that were
not
registered under the Securities Act.
Item
3. Defaults upon Senior
Securities.
Not
applicable.
Item
4. Submission of Matters to a Vote of the
Security Holders.
Not
applicable.
Item
5. Other
Information.
Not
applicable.
Item
6. Exhibits.
Number
|
|
Description
|
|
|
|
31.1
|
|
Certification
by Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification
by Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification
by Principal Executive Officer and Principal Financial Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date:
May 14, 2008
|
Geneva
Acquisition Corporation
|
|
|
|
By:
|
/s/
JOHN F. ROUSSEAU, JR.
|
|
|
John
F. Rousseau, Jr.
|
|
|
Chief
Operating Officer
|
Geneva Acquisition Corp. (AMEX:GAC)
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