UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
10-Q
(Mark
One)
[X]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For
the quarterly period ended April 30, 2009
[ ]
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 001-33502
______________________
STONELEIGH PARTNERS
ACQUISITION CORP.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
|
20-3483933
|
|
(State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
|
Identification
No.)
|
|
|
|
|
|
20
Marshall Street #104
|
|
|
|
South
Norwalk, CT
|
|
06854
|
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
|
|
|
|
Registrant’s
telephone number, including area code: (203) 663-4200
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.
YES
[ X ]
NO
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of and “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
Large
accelerated filer
[ ]
Accelerated filer
[X ]
Non- accelerated filer
[
]
Smaller
reporting company
[ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2) Yes
[X]
No
[ ]
As of
June 8, 2009 there were 8,497,088
shares of Common Stock,
par value $0.0001 outstanding.
|
Part
I: Financial Information
|
|
|
|
|
|
Item
1. Financial Statements (Unaudited):
|
|
|
|
|
|
Condensed
Balance Sheets
|
3
|
|
|
|
|
Condensed
Statements of Operations
|
4
|
|
|
|
|
Condensed
Statements of Stockholders’ Equity
|
5
|
|
|
|
|
Condensed
Statements of Cash Flows
|
6
|
|
|
|
|
Notes
to Condensed Financial Statements
|
7
|
|
|
|
|
|
17
|
|
|
|
|
|
19
|
|
|
|
|
Item
4. Controls and Procedures
|
20
|
|
|
|
|
|
21
|
|
|
|
|
|
21
|
|
|
|
|
Item
4. Submission of Matters to a Vote of Security
Holders
|
21
|
|
|
|
|
Item
6. Exhibits
|
21
|
|
|
|
|
Signatures
|
21
|
|
|
|
ITEM 1. FINANCIAL
STATEMENTS.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
CONDENSED
BALANCE SHEETS
|
|
April
30, 2009
|
|
July
31, 2008
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
2,190,378
|
|
$
|
2,800,268
|
|
|
Investments held in Trust (Notes 1 and 3)
|
|
224,087,578
|
|
|
223,183,301
|
|
|
Prepaid federal and state income taxes
|
|
309,173
|
|
|
426,826
|
|
|
Prepaid expenses
|
|
36,632
|
|
|
115,305
|
|
|
Deferred acquisition costs (Notes 1 and 3)
|
|
133,155
|
|
|
-
|
|
|
Total current assets
|
|
226,756,916
|
|
|
226,525,700
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
226,756,916
|
|
$
|
226,525,700
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
172,236
|
|
$
|
70,452
|
|
|
Note payable (Note 7)
|
|
-
|
|
|
72,491
|
|
|
Total current liabilities
|
|
172,236
|
|
|
142,943
|
|
|
|
|
|
|
|
|
|
|
COMMON
STOCK SUBJECT TO POSSIBLE CONVERSION
|
|
|
|
|
|
|
|
(8,351,465 shares at conversion value) (Note 1)
|
|
68,075,252
|
|
|
67,901,298
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
(Note 5)
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(Notes 2 and
6):
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0
issued
|
|
|
|
|
|
|
|
and outstanding
|
|
|
|
|
|
|
|
Common stock, par value $0.0001 per share, 100,000,000
shares
|
|
|
|
|
|
|
|
authorized, 25,746,035 shares issued and outstanding
(excluding
|
|
|
|
|
|
|
|
8,351,465 shares subject to possible conversion)
|
|
2,575
|
|
|
2,575
|
|
|
Additional paid-in capital
|
|
152,639,160
|
|
|
152,813,114
|
|
|
Earnings accumulated in the development stage
|
|
5,867,693
|
|
|
5,665,770
|
|
|
TOTAL STOCKHOLDERS’
EQUITY
|
|
158,509,428
|
|
|
158,481,459
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY
|
$
|
226,756,916
|
|
$
|
226,525,700
|
|
|
|
|
|
|
|
|
|
The
accompanying notes should be read in conjunction with the condensed financial
statements.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
CONDENSED
STATEMENTS OF OPERATIONS
|
|
|
For the
three
|
|
|
For the
three
|
|
|
For the
nine
|
|
|
For the
nine
|
|
|
From September
9,
|
|
|
|
|
months
ended
|
|
|
months
ended
|
|
|
months
ended
|
|
|
months
ended
|
|
|
2005 (inception)
to
|
|
|
|
|
April 30,
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative costs (Notes 4 and 5)
|
|
$
|
193,616
|
|
|
$
|
160,406
|
|
|
$
|
643,692
|
|
|
$
|
|
|
|
$
|
1,446,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
operations
|
|
|
(193,616
|
)
|
|
|
(160,406
|
)
|
|
|
(643,692
|
)
|
|
|
(442,368
|
)
|
|
|
(1,446,931
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income (Note 1)
|
|
|
74,218
|
|
|
|
1,674,261
|
|
|
|
985,338
|
|
|
|
6,979,353
|
|
|
|
11,111,675
|
|
|
Interest
expense (Note 7)
|
|
|
(1,277
|
)
|
|
|
(1,916
|
)
|
|
|
(5,107
|
)
|
|
|
(5,748
|
)
|
|
|
(14,044
|
)
|
|
(Loss) income before provision
for income taxes
|
|
|
(120,675
|
)
|
|
|
1,511,939
|
|
|
|
336,539
|
|
|
|
6,531,237
|
|
|
|
9,650,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit
from) provision for federal and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
state
income taxes (Note 4)
|
|
|
(48,270
|
)
|
|
|
592,859
|
|
|
|
134,616
|
|
|
|
2,600,578
|
|
|
|
3,783,007
|
|
|
Net (loss) income for the
period
|
|
$
|
(72,405
|
)
|
|
$
|
919,080
|
|
|
$
|
201,923
|
|
|
$
|
3,930,659
|
|
|
$
|
5,867,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion
of Trust Fund relating to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common
stock subject to possible conversion
|
|
|
(13,089
|
)
|
|
|
(297,738
|
)
|
|
|
(173,954
|
)
|
|
|
(1,241,237
|
)
|
|
|
(1,965,401
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) income attributable to common stockholders
|
|
$
|
(85,494
|
)
|
|
$
|
621,342
|
|
|
$
|
27,969
|
|
|
$
|
2,689,422
|
|
|
$
|
3,902,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding subject to
possible conversion
|
|
|
8,351,465
|
|
|
|
8,351,465
|
|
|
|
8,351,465
|
|
|
|
8,351,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share
subject to possible
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
conversion
, basic and
diluted
|
|
$
|
(0.00
|
)
|
|
$
|
0.04
|
|
|
$
|
0.02
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
shares outstanding
|
|
|
25,746,035
|
|
|
|
25,746,035
|
|
|
|
25,746,035
|
|
|
|
25,746,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
0.02
|
|
|
$
|
0.00
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes should be read in conjunction with the condensed financial
statements.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
CONDENSED
STATEMENTS OF STOCKHOLDERS’ EQUITY
From
September 9, 2005 (inception) to April 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
(Deficit)
Earnings
|
|
|
|
|
|
|
|
Common
stock
|
|
|
Additional
|
|
|
Accumulated
in the
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Paid-In-Capital
|
|
|
Development
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 9, 2005
(inception)
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Issuance
of Common Stock to initial stockholder
|
|
|
100
|
|
|
|
-
|
|
|
|
1
|
|
|
|
-
|
|
|
|
1
|
|
|
Issuance
of 8,150,000 Warrants at $0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per
warrant
|
|
|
-
|
|
|
|
-
|
|
|
|
407,500
|
|
|
|
-
|
|
|
|
407,500
|
|
|
Issuance
of 4,075,000 Class Z warrants and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,075,000 Class W warrants with an aggregate value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$407,500 in exchange for the cancellation of 8,150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
warrants with an aggregate value of $407,500
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Issuance
of 700,000 Class Z warrants and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700,000
Class W warrants at $0.05 per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
warrant
|
|
|
-
|
|
|
|
-
|
|
|
|
70,000
|
|
|
|
-
|
|
|
|
70,000
|
|
|
Issuance
of 6,925,000 Class Z warrants and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,925,000
Class W warrants at $0.05 per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
warrant
|
|
|
-
|
|
|
|
-
|
|
|
|
692,500
|
|
|
|
-
|
|
|
|
692,500
|
|
|
Net
loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,230
|
)
|
|
|
(2,230
|
)
|
|
Balance, July 31,
2006
|
|
|
100
|
|
|
$
|
-
|
|
|
$
|
1,170,001
|
|
|
$
|
(2,230
|
)
|
|
$
|
1,167,771
|
|
|
Issuance
of 3,800,000 Class Z warrants and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,800,000
Class W warrants at $0.05 per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
warrant
|
|
|
-
|
|
|
|
-
|
|
|
|
380,000
|
|
|
|
-
|
|
|
|
380,000
|
|
|
Issuance
of common stock to initial stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with
an aggregate value of $1,550,000 in exchange
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
the return and cancellation of 15,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
Z warrants and 15,500,000 Class W warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with
an aggregate value of $1,550,000
|
|
|
6,249,900
|
|
|
|
625
|
|
|
|
(625
|
)
|
|
|
-
|
|
|
|
-
|
|
|
Proceeds
from sale of underwriter purchase option
|
|
|
-
|
|
|
|
-
|
|
|
|
100
|
|
|
|
-
|
|
|
|
100
|
|
|
Proceeds
from issuance of insider warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
4,450,000
|
|
|
|
-
|
|
|
|
4,450,000
|
|
|
Sale
of 27,847,500 units through public
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
offering
net of underwriter discount and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
offering
expenses and excluding $66,109,851 of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
proceeds
allocable to 8,351,465 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
common stock subject to possible conversion
|
|
|
19,496,035
|
|
|
|
1,950
|
|
|
|
148,605,085
|
|
|
|
-
|
|
|
|
148,607,035
|
|
|
Accretion of trust
fund relating to common stock
subject to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
possible
conversion
|
|
|
-
|
|
|
|
-
|
|
|
|
(317,741
|
)
|
|
|
-
|
|
|
|
(317.,741
|
)
|
|
Net
income for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,040,419
|
|
|
|
1,040,419
|
|
|
Balance, July 31,
2007
|
|
|
25,746,035
|
|
|
$
|
2,575
|
|
|
$
|
154,286,820
|
|
|
$
|
1,038,189
|
|
|
$
|
155,327,584
|
|
|
Accretion
of trust fund relating to common stock subject to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
possible
conversion
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,473,706
|
)
|
|
|
-
|
|
|
|
(1,473,706
|
)
|
|
Net
income for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,627,581
|
|
|
|
4,627,581
|
|
|
Balance, July 31,
2008
|
|
|
25,746,035
|
|
|
$
|
2,575
|
|
|
$
|
152,813,114
|
|
|
$
|
5,665,770
|
|
|
$
|
158,481,459
|
|
|
Accretion
of trust fund relating to common stock subject to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
possible
conversion (unaudited)
|
|
|
-
|
|
|
|
-
|
|
|
|
(173,954
|
)
|
|
|
-
|
|
|
|
(
173,954
|
)
|
|
Net
income for the period (unaudited)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
201,923
|
|
|
|
201,923
|
|
|
Balance,
April 30, 2009 (unaudited)
|
|
|
25,746,035
|
|
|
$
|
2,575
|
|
|
$
|
152,639,160
|
|
|
$
|
5,867,693
|
|
|
$
|
158,509,428
|
|
The
accompanying notes should be read in conjunction with the condensed financial
statements.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
CONDENSED
STATEMENTS OF CASH FLOWS
|
|
|
For
the nine
|
|
|
For
the nine
|
|
|
From
September 9,
|
|
|
|
|
months
ended
|
|
|
months
ended
|
|
|
2005
(inception) to
|
|
|
|
|
April
30, 2009
|
|
|
April 30,
2008
|
|
|
April 30,
2009
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
Net
income for the period
|
|
$
|
201,923
|
|
|
$
|
3,930,659
|
|
|
$
|
5,867,693
|
|
|
Increases
in investments held in trust fund, net
|
|
|
(904,277
|
)
|
|
|
(924,117
|
)
|
|
|
(3,647,928
|
)
|
|
Adjustments
to reconcile net income to net cash (used in) provided by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid federal and state income taxes
|
|
|
117,653
|
|
|
|
(373,238
|
)
|
|
|
(309,173
|
)
|
|
Prepaid expenses
|
|
|
78,673
|
|
|
|
60,926
|
|
|
|
162,719
|
|
|
Accounts payable and accrued expenses
|
|
|
101,784
|
|
|
|
12,489
|
|
|
|
172,236
|
|
|
Federal and state income taxes payable
|
|
|
-
|
|
|
|
(690,189
|
)
|
|
|
-
|
|
|
Net
cash (used in) provided by operating activities
|
|
|
(404,244
|
)
|
|
|
2,016,530
|
|
|
|
2,245,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases
of investments held in Trust Fund
|
|
|
(223,669,830
|
)
|
|
|
(5,973,944
|
)
|
|
|
(671,949,421
|
)
|
|
Maturities
of investments held in Trust Fund
|
|
|
223,669,830
|
|
|
|
5,973,944
|
|
|
|
451,509,771
|
|
|
Deferred acquisition costs
paid
|
|
|
(133,155
|
)
|
|
|
-
|
|
|
|
(133,155
|
)
|
|
Net
cash used in investing activities
|
|
|
(133,155
|
)
|
|
|
-
|
|
|
|
(220,572,805
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock to initial stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
Proceeds
from issuance of insider warrants in private placement
|
|
|
-
|
|
|
|
-
|
|
|
|
4,450,000
|
|
|
Proceeds
from issuance of underwriter’s purchase option
|
|
|
-
|
|
|
|
-
|
|
|
|
100
|
|
|
Portion
of net proceeds from sale of units through public offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
allocated to shares of common stock subject to possible
conversion
|
|
|
-
|
|
|
|
-
|
|
|
|
66,109,851
|
|
|
Proceeds
from issuance of warrants to security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
1,550,000
|
|
|
Principal
payment on notes
|
|
|
(72,491
|
)
|
|
|
(81,553
|
)
|
|
|
(199,351
|
)
|
|
Payment
of deferred registration costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(272,132
|
)
|
|
Net
proceeds from sale of units through public offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
including the proceeds from underwriter over-allotment
exercise
|
|
|
-
|
|
|
|
-
|
|
|
|
148,879,167
|
|
|
Net
cash (used in) provided by financing activities
|
|
|
(72,491
|
)
|
|
|
(81,553
|
)
|
|
|
220,517,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in cash and cash equivalents
|
|
|
(609,890
|
)
|
|
|
1,934,977
|
|
|
|
2,190,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
of period
|
|
|
2,800,268
|
|
|
|
1,035,420
|
|
|
|
-
|
|
|
End
of period
|
|
$
|
2,190,378
|
|
|
$
|
2,970,397
|
|
|
$
|
2,190,
378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of non-cash financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value of underwriter purchase option included in offering
costs
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,372,000
|
|
|
Accretion
relating to common stock subject to possible conversion
|
|
$
|
173,954
|
|
|
$
|
1,241,237
|
|
|
$
|
1,965,401
|
|
|
Financed
insurance
|
|
$
|
-
|
|
|
$
|
99,675
|
|
|
$
|
199,350
|
|
|
Supplemental disclosure of cash
flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
5,107
|
|
|
$
|
5,748
|
|
|
$
|
14,044
|
|
|
Cash
paid for income taxes
|
|
$
|
16,963
|
|
|
$
|
3,664,005
|
|
|
$
|
4,092,180
|
|
The
accompanying notes should be read in conjunction with the condensed financial
statements.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
1 — DISCUSSION OF THE COMPANY’S ACTIVITIES
Organization
and activities – Stoneleigh Partners Acquisition Corp. (the “Company”) was
incorporated in Delaware on September 9, 2005 to serve as a vehicle to effect a
merger, capital stock exchange, asset acquisition or other similar business
combination with a currently unidentified operating business (a “Target
Business”). All activities from inception (September 9, 2005) through April 30,
2009 relate to the Company’s formation, capital raising and acquisition
activities.
The
Company is considered to be a development stage company and as such the
financial statements presented herein are presented in accordance with Statement
of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by
Development Stage Enterprises.
The
registration statement for the Company’s initial public offering (“IPO” or the
“Offering”) was declared effective on May 31, 2007. The Company consummated the
Offering on June 5, 2007 and received net proceeds of approximately $197.8
million, which includes approximately $4.45 million from the Insider Warrants
sold in a private placement (described in Note 6) and a portion of the proceeds
of the sale of the Company’s shares of common stock sold to the Company’s
stockholders prior to the Offering (“Initial Stockholders”). On June 12, 2007
the Company consummated the closing of an additional 2,847,500 Units, which were
subject to an underwriter over-allotment option, generating additional gross
proceeds of $22,780,000.
The
Company’s management intends to apply substantially all of the net proceeds of
the Offering toward consummating a Business Combination (as defined in the
Company’s Certificate of Incorporation). The initial Target Business must have a
fair market value equal to at least 80% of the Company’s net assets at the time
of such acquisition. However, there is no assurance that the Company will be
able to effect a Business Combination successfully.
The Company’s Certificate of
Incorporation provides that the Company’s corporate existence will cease in the
event it does not consummate a Business Combination by May 31, 2009 (See Note
8). If the Company does not effect a Business Combination by May 31, 2009 (the
“Target Business Acquisition Period”), the Company’s corporate existence will
cease. In such case, the company will dissolve and liquidate for winding up its
affairs, and will promptly distribute the amount held in trust (the “Trust
Account”), which is substantially all of the proceeds from the Offering,
including any accrued interest, to its public stockholders.
In
connection with the IPO, approximately $220.4 million (or approximately $7.91
per Unit) of the net proceeds of the Offering, the sale of the Insider Warrants
(defined in Note 6) and the sale of common stock to the Initial Stockholders
were initially held in the Trust Account and invested in permitted United States
government securities and money market funds. 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 acquisition
targets 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. There may be released to the Company from the Trust Account (i)
interest income earned on the Trust Account balance to pay any tax obligations
of the Company, and (ii) up to an aggregate amount of $3,000,000 in interest
earned on the Trust Account to fund expenses related to investigation and
selection of a Target Business and the Company’s other working capital
requirements. As of April 30, 2009 and 2008, the Company has transferred
$7,280,750 and $6,769,675, respectively, of interest income from the
Trust Account to its operating account of which $4,359,838 and $3,776,237,
respectively, was used to pay income and franchise taxes.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
1 — DISCUSSION OF THE COMPANY’S ACTIVITIES – (CONTINUED)
The
Company, after signing a definitive agreement for a Business Combination, is
obligated to submit such transaction for approval by a majority of the public
stockholders of the Company. Stockholders that vote against such proposed
Business Combination and exercise their conversion rights are, under certain
conditions described below, entitled to convert their shares into a pro-rata
distribution from the Trust Account (the “Conversion Right”). The
actual per share conversion price will be equal to the amount in the Trust
Account (inclusive of interest thereon other than (i) up to $3.0 million
distributed to the Company for working capital and (ii) amounts necessary to pay
any of the Company’s tax obligations), calculated as of two business days prior
to the proposed Business Combination, divided by the number of shares sold in
the Offering, or approximately $8.05 per share based on the value of the Trust
Account as of April 30, 2009. As a result of the Conversion Right,
$68,075,252 (including accumulated accretion of $1,965,401) has been classified
as common stock subject to possible conversion. The Initial Stockholders have
agreed to vote their 6,250,000 founding shares of common stock in accordance
with the manner in which the majority of the shares of common stock offered in
the Offering are voted by the Company’s public stockholders (“Public
Stockholders”) with respect to a Business Combination.
On April
7, 2009, Stoneleigh entered into a non-binding letter of intent with Realty
Finance Corporation (RFC), a commercial real estate specialty finance company
focused on originating and acquiring whole loans, bridge loans, subordinate
interests in whole loans, commercial mortgage-backed securities and mezzanine
loans, primarily in the United States. The letter of intent provides
for Stoneleigh to purchase approximately 31,000,000 shares of common stock of
RFC or a lesser amount, in Stoneleigh’s discretion and $31,250,000 principal
amount of senior secured notes of RFC for $25,000,000 in
cash. Stoneleigh has the option to adjust its investment to any
amount between $20,000,000 and $150,000,000. The amount of the
investment will be based on, among other factors, capital available to
Stoneleigh and market conditions (See Note 8). The number of shares
of common stock and the principal amount of the note will be adjusted based on
Stoneleigh’s investment. The note will be secured by a first priority
senior secured position in all of the assets of RFC, including the capital stock
of RFC’s subsidiaries, and bear interest at the rate if
8%. Additionally, Stoneleigh will have the right to appoint three and
the six members to RFC’s board of directors upon the closing of the
transaction. Stoneleigh intends for the transaction to constitute a
business combination as provided in its certificate of
incorporation. If the Company consummates the transaction, the
Company expects to own at least 50% of RFC. The Company has incurred
$133,155 in costs that relate to this transaction (Note 3).
In the
event that a majority of the outstanding shares of common stock voted by the
Public Stockholders vote for the approval of the Business Combination and
holders owning 30% or more of the outstanding common stock do not vote against
the Business Combination and do not exercise their Conversion Rights, the
Business Combination may then be consummated.
With
respect to a Business Combination which is approved and consummated, any Public
Stockholder who voted against the Business Combination may contemporaneously
with or prior to such vote exercise their Conversion Right and their common
shares would be cancelled and returned to the status of authorized but unissued
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 Offering. Accordingly,
Public Stockholders holding less than 30% of the aggregate number of shares
owned by all Public Stockholders may convert their shares in the event of a
Business Combination.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
2 — OFFERING AND PRIVATE PLACEMENT OF INSIDER WARRANTS
In the
Offering, effective May 31, 2007 (closed on June 5, 2007), the Company sold to
the public 25,000,000 units (the “Units” or a “Unit”) at a price of $8.00 per
Unit. Net proceeds from the Offering totaled approximately $193 million, which
was net of approximately $6.5 million in underwriting fees and other expenses
paid at closing. Each unit consists of one share of the Company’s common stock
and one warrant (a “Warrant”). The Company sold to HCFB/Brenner Securities LLC
(“HCFP” or “Representative”), the Representative of the underwriters in the
Offering, an option to purchase up to a total of 1,250,000 additional Units
(Note 6). The Company also granted to the Representative a 45-day option to
purchase up to 3,750,000 Units solely to cover over allotments.
On June
12, 2007 the Company consummated the closing of an additional 2,847,500 Units
which were subject to the underwriter’s over-allotment option generating net
proceeds of $22 million, which was net of $740,000 in underwriting discount
fees.
Simultaneously
with the closing of the Offering, the Company sold to certain of the Initial
Stockholders 5,975,000 Insider Warrants for an aggregate purchase price of
$4,450,000. See discussion in Note 6.
NOTE
3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
-
The accompanying unaudited condensed financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”) and should be read in conjunction with the Company’s audited financial
statements and footnotes thereto for the period from inception (September 9,
2005) to July 31, 2008 included in the Company’s Form 10-K filed on October 6,
2008. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. However, the Company believes that the disclosures are
adequate to make the information presented not misleading. The financial
statements reflect all adjustments (consisting primarily of normal recurring
adjustments) that are, in the opinion of management necessary for a fair
presentation of the Company’s financial position and results of operations. The
operating results for the three and nine months ended April 30, 2009 and April
30, 2008 and for the period from inception (September 9, 2005) to April 30, 2009
are not necessarily indicative of the results to be expected for any other
interim period of any future year.
Cash and Cash Equivalents
–
Included in cash and cash equivalents are deposits with financial institutions
as well as short-term money market instruments with original maturities of three
months or less when purchased.
Deferred Acquisition Costs
-
Costs related to proposed acquisitions are capitalized and in the event the
acquisition does not occur, the costs will be expensed (See Note
1). The deferred acquisition costs capitalized at April 30, 2009
relate to the Realty Finance Corporation transaction.
Investments held in trust
- At
April 30, 2009 the investments held in trust was invested in a Morgan Stanley
Treasury Portfolio fund. The Company recognized interest income of $72,741 and
$966,733 on investments held in trust for the three and nine months ended April
30, 2009, respectively, $1,654,653 and $6,898,062 for the three and nine months
ended April 30, 2008, respectively, and $10,931,179 for the period from
inception (September 9, 2005) to April 30, 2009 which are included on the
accompanying statements of operations.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(CONTINUED)
Concentration of Credit Risk
–
Financial instruments that potentially subject the Company to a significant
concentration of credit risk consist primarily of cash and cash equivalents and
investments held in trust. The Company may maintain deposits in
federally insured financial institutions in excess of federally insured limits.
However, management believes the Company is not exposed to significant credit
risk due to the financial position of the depository institutions in which those
deposits are held.
Net Income (Loss) Per Share
–
Net income (loss) per share is computed based on the weighted average number of
shares of common stock outstanding.
Basic
earnings (loss) per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted average common shares
outstanding for the period. In addition to the 100 shares purchased by the
Initial Stockholders upon formation, the 6,249,900 shares of the Company’s
common stock issued on April 4, 2007 (Note 6) and 19,496,035 shares issued in
the Offering have been included in the weighted average common shares
outstanding for the periods presented.
Basic net
income per share subject to possible conversion is calculated by dividing
accretion of Trust Account relating to common stock subject to possible
conversion by 8,351,465 shares subject to possible
conversion. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity. No such securities
were outstanding as of April 30, 2009 and since the outstanding warrants to
purchase common stock and the underwriters purchase option (“UPO”) are
contingently exercisable, they have been excluded from the Company’s computation
of diluted net income per share for the three and nine months ended
April 30, 2009 and 2008.
Use of Estimates –
The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Income Taxes –
Deferred income
tax assets and liabilities are computed for differences between the financial
statement and tax basis of assets and liabilities that will result in future
taxable or deductible amounts and are based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred income tax assets to the amount expected to be realized. As of April
30, 2009 and April 30, 2008, there were no temporary differences and therefore
no deferred tax has been established.
In July
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes, and
Interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a company’s financial statements and
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in an income tax return. FIN 48 also provides guidance in derecognition,
classification, interest and penalties, accounting in interim periods,
disclosures and transition. The adoption of FIN 48 did not have a material
impact on the Company’s financial statements.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(CONTINUED)
Fair Value Measurements -
On
August 1, 2008, the Company adopted Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” related to the valuation and
reporting of the Company’s financial assets and liabilities. The
adoption of the SFAS No. 157 did not have a material impact on the Company’s
financial assets and liabilities or its financial results. SFAS No.
157 establishes a hierarchy for inputs used in measuring fair value that
maximizes the use of observable inputs and minimizes the use of unobservable
inputs by requiring that the most observable inputs be used when
available.
Observable
inputs are inputs that market participants would use in pricing the asset or
liability developed based on market data obtained from sources independent of
the Company. Unobservable inputs are inputs that reflect the Company’s
assumptions about the assumptions market participants would use in pricing the
asset or liability developed based on the best information available in the
circumstances. The hierarchy is broken down into three levels based on the
reliability of inputs as follows:
Level 1 -
Valuations based on unadjusted quoted prices in active markets for identical
assets or liabilities that the Company holds. An active market for the asset or
liability is a market in which transactions for the asset or liability occur
with sufficient frequency and volume to provide pricing information on an
ongoing basis.
Level 2 –
Valuations based on inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly. Level
2 inputs include quoted prices for identical or similar assets or
liabilities in markets that are not active, that is, markets in which there are
few transactions for the asset or liability, the prices are not current,
or where price quotations may vary either over time or among market
makers (for example, dealer or brokered markets).
Level 3 -
Valuations based on inputs that are unobservable and significant to the overall
fair value measurement.
The
availability of observable inputs can vary from product to product and is
affected by a wide variety of factors, including, for example, the type of
product, whether the product is new and not yet established in the marketplace,
and other characteristics particular to the transaction. In certain
cases, the inputs used to measure fair value may fall into different levels of
the fair value hierarchy. In such cases, for disclosure purposes the level in
the fair value hierarchy within which the fair value measurement in its entirety
falls is determined based on the lowest level input that is significant to the
fair value measurement in its entirety. Fair value is a market-based
measure considered from the perspective of a market participant rather than an
entity-specific measure. The Company uses prices and inputs that are
current as of the measurement date.
The
following table presents certain of the Company’s assets that are measured at
fair value as of April 30, 2009 and July 31, 2008.
|
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
April
30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
2,190,378
|
|
|
$
|
55,580
|
|
|
$
|
2,134,798
|
|
|
Investments held
in Trust
|
|
|
224,087,578
|
|
|
|
-
|
|
|
|
224,087,578
|
|
|
Total
|
|
$
|
226,277,956
|
|
|
$
|
55,580
|
|
|
$
|
226,222,376
|
|
|
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
July
31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
2,800,268
|
|
|
$
|
84,074
|
|
|
$
|
2,716,194
|
|
|
Investments held
in Trust
|
|
|
223,183,301
|
|
|
|
-
|
|
|
|
223,183,301
|
|
|
Total
|
|
$
|
225,983,569
|
|
|
$
|
84,074
|
|
|
$
|
225,899,495
|
|
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(CONTINUED)
In
accordance with the provisions of FSP No. FAS 157-2, Effective Date of FASB
Statement No. 157, the Company has elected to defer implementation of SFAS 157
as it relates to its non-financial assets and non-financial liabilities and is
evaluating the impact, if any, this standard will have on its financial
statements. If the Company were to complete an acquisition the provisions may
have a material effect.
New
Accounting Pronouncements –
In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations,
(“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the
original pronouncement requiring that the purchase method be used for all
business combinations, but also provides revised guidance for recognizing and
measuring identifiable assets and goodwill acquired and liabilities assumed
arising from contingencies, the capitalization of in-process research and
development at fair value, and the expensing of acquisition-related costs as
incurred. SFAS 141(R) is effective for fiscal years beginning after December 15,
2008. In the event that the Company completes acquisitions subsequent to its
adoption of SFAS 141 (R), the application of its provisions will likely have a
material impact on the Company’s results of operations, although the Company is
not currently able to estimate that impact.
In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51. SFAS 160
requires that ownership interests in subsidiaries held by parties other than the
parent, and the amount of consolidated net income, be clearly identified,
labeled and presented in the consolidated financial statements. It also requires
that once a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary be initially measured at fair value.
Sufficient disclosures are required to clearly identify and distinguish between
the interests of the parent and the interests of the noncontrolling
owners.
It is
effective for fiscal years beginning after December 15, 2008, and requires
retroactive adoption of the presentation and disclosure requirements for
existing minority interests. All other requirements are applied prospectively.
The Company does not expect the adoption of SFAS 160 to have a material impact
on its financial condition or results of operations.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities” (“SFAS 161”). SFAS No. 161 amends and expands the
disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments
and Hedging Activities”, to improve financial reporting of derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity’s financial position,
financial performance, and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, which will require the Company to adopt these provisions
beginning in fiscal 2009 and thereafter. The Company does not expect
the adoption of SFAS 161 to have a material impact on its financial condition or
results of operations
The
Company does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
4 — INCOME TAXES
The
Company’s effective tax rate approximates the combined federal and state
statutory rate. The Company is incorporated in Delaware and accordingly is
subject to franchise taxes. Included as part of general and administrative costs
in the accompanying statement of operations for the three and nine months ended
April
30, 2009 is Delaware franchise tax expense of $40,233
and $113,209, respectively, and $63,927 and $150,664 for the three and nine
months ended April 30, 2008, and $343,769 for the period from September 9, 2005
(inception) through April 30, 2009. Provision for (benefit from) income taxes
consists of:
|
|
|
For
the three
|
|
|
For
the nine
|
|
|
From
September 9,
|
|
|
|
|
months
ended
|
|
|
months
ended
|
|
|
2005
(inception) to
|
|
|
|
|
April
30, 2009
|
|
|
April
30, 2009
|
|
|
April
30, 2009
|
|
|
Federal
|
|
$
|
(39,219
|
)
|
|
$
|
109,376
|
|
|
$
|
3,059,205
|
|
|
State
|
|
|
(9,051
|
)
|
|
|
25,240
|
|
|
|
723,802
|
|
|
|
|
$
|
(48,270
|
)
|
|
$
|
134,616
|
|
|
$
|
3,783,007
|
|
The
Company is currently undergoing an audit by the Internal Revenue Services for
the year ended July 31, 2008.
NOTE
5 — COMMITMENTS
Administrative
Services Agreement
The
Company agreed to pay an affiliate of two stockholders $7,500 per month
commencing on May 31, 2007 (effective date of the Offering) for office,
secretarial and administrative services. The Company paid $22,500 and $67,500
for the three and nine months ended April 30, 2009, $22,500 and $67,500 for the
three and nine months ended April 30, 2008 and $172,500 for the period from
September 9, 2005 (inception) through April 30, 2009 for these services which is
included in general and administrative costs in the accompanying statements of
operations.
Underwriting
Agreement
In
connection with the Offering, the Company entered into an underwriting agreement
(the “Underwriting Agreement”) with HCFP, the representative of the underwriters
in the Offering.
Pursuant
to the Underwriting Agreement, the Company paid to the underwriters certain fees
and expenses related to the Offering, including underwriting discounts of
$7,240,350.
In
addition, in accordance with the terms of the Underwriting Agreement, the
Company engaged HCFP, on a non-exclusive basis, to act as its agent for the
solicitation of the exercise of the Company’s Warrants. In consideration for
solicitation services, the Company will pay HCFP a commission equal to 5% of the
exercise price for each Warrant exercised if the exercise is solicited by
HCFP.
HCFP and
another underwriter were engaged by the Company to act as the Company’s
non-exclusive investment bankers in connection with a proposed Business
Combination (Note 1). For assisting the Company in obtaining approval of a
Business Combination, the Company will pay a cash transaction fee of $7,475,000
upon consummation of a Business Combination.
The
Company sold to HCFP an option to purchase the Company’s Units (Note
6).
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
5 — COMMITMENTS – (CONTINUED)
Insider
Purchase Commitment
The
Company’s Chairman and Chief Executive Officer, the Company’s Vice Chairman and
Chief Financial Officer, a director, and one of the Company’s Senior Advisors,
have entered into an agreement with
HCFP
which is intended to comply with Rule 10b5-1 under the Exchange Act, pursuant to
which such
individuals, or entities such individuals control, will
place limit orders for an aggregate of $15 million of the Company’s Units
commencing 30 calendar days after the Company files a preliminary proxy
statement seeking approval of the holders of common stock for a Business
Combination and ending 30 days thereafter. Each of these individuals has agreed
that he will not sell or transfer any Units purchased by him pursuant to this
agreement (or any of the securities included in such units) until the completion
of a Business Combination or the Company’s liquidation. It is intended that
these purchases will comply with Rule 10b-18 under the Exchange Act. These
purchases will be made at a price not to exceed $8.65 per unit and will be made
by HCFP or another broker dealer mutually agreed upon by such individuals and
HCFP in such amounts and at such times as HCFP or such other broker dealer may
determine, in its sole discretion, so long as the purchase price does not exceed
the above-referenced per unit purchase price.
NOTE
6 — COMMON AND PREFERRED STOCK, WARRANTS AND UNDERWRITER PURCHASE
OPTION
a.
Common and Preferred Stock
On May
30, 2007, the Company amended and restated its Certificate of Incorporation
authorizing the issuance of up to 100,000,000 shares of common stock, par value
$.0001 per share, and 5,000,000 shares of preferred stock, par value $.0001 per
share. In addition, the May 30, 2007 amendment to the Company’s Certificate of
Incorporation changed the capital stock’s par value from $0.01 to $0.0001. All
of the references in the accompanying financial statements to the par value have
been retroactively restated to reflect the change in par value.
b.
Warrants
In March
2006, the Company issued an aggregate of 4,075,000 Class W warrants and
4,075,000 Class Z warrants to its three existing warrant holders in exchange for
the return and cancellation of the outstanding 8,150,000 warrants which were
purchased in October 2005, for an aggregate $407,500, or $0.05 per warrant. On
March 15, 2006, the Company sold and issued additional Class W warrants to
purchase 700,000 shares of the Company’s common stock, and additional Class Z
warrants to purchase 700,000 shares of the Company’s common stock, for an
aggregate purchase price of $70,000, or $0.05 per warrant. On May 25, 2006, the
Company sold and issued additional Class W warrants to purchase 6,925,000 shares
of the Company’s common stock, and additional Class Z Warrants to purchase
6,925,000 shares of the Company’s common stock, to its existing warrant holders
for an aggregate purchase price of $692,500 or $0.05 per warrant.
On
January 23, 2007, the 11,700,000 old Class Z warrants were exchanged for
11,700,000 new Class Z warrants (the “Class Z Warrants”) and the 11,700,000 old
Class W warrants were exchanged for 11,700,000 new Class W warrants (the “Class
W Warrants”) and the Company sold and issued additional Class W warrants to
purchase 3,800,000 shares of the Company’s common stock and additional 3,800,000
Class Z warrants to purchase 3,800,000 shares of the Company’s common stock to
its existing warrant holders and to two other accredited investors for an
aggregate purchase price $380,000 or $0.05 per warrant.
Each
Class W Warrant was exercisable for one share of common stock. Except as set
forth below, the Class W Warrants entitled the holder to purchase shares at
$1.75 per share, subject to adjustment in the event of stock dividends and
splits, reclassifications, combinations and similar events, for a period
commencing on the completion of the Business Combination and ending June 5,
2015.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
6 — COMMON STOCK, WARRANTS AND UNDERWRITER PURCHASE OPTION –
(CONTINUED)
Each
Class Z Warrant was exercisable for one share of common stock. Except as set
forth below, the Class Z Warrants entitled the holder to purchase shares at
$1.50 per share, subject to adjustment in the event of stock dividends and
splits, reclassifications, combinations and similar events, for a period
commencing on the completion of the Business Combination and ending June 5,
2015.
On April
4, 2007, 15,500,000 Class W Warrants and 15,500,000 Class Z Warrants with an
aggregate value of $1,550,000 were returned by the warrant holders and cancelled
by the Company. In exchange for the return of the Class W Warrants and Class Z
Warrants, the Company issued 6,249,900 shares of the Company’s common stock with
an aggregate value of $1,550,000 to such individuals.
Simultaneously
with the consummation of the Offering, certain of the Company’s officers,
directors, and senior advisors purchased 5,975,000 Warrants for an aggregate
purchase price of $4,450,000 (“Insider Warrants”).
Public
Warrants
Each
warrant sold in the Offering (a “Public Warrant”) is exercisable for one share
of common stock. The Public Warrants entitle the holder to purchase shares at
$5.50 per share, subject to adjustment in the event of stock dividends and
splits, reclassifications, combinations and similar events for a period
commencing on the completion of the Business Combination and ending May 31,
2011.
The
Company has the ability to redeem the Public Warrants, in whole or in part, at a
price of $.01 per Public Warrant, at any time after the Public Warrants become
exercisable, upon a minimum of 30 days’ prior written notice of redemption, and
if, and only if, the last sale price of the Company’s common stock equals or
exceeds $11.50 per share, for any 20 trading days within a 30 trading day period
ending three business days before the Company sent the notice of
redemption.
Insider
Warrants
At the
closing of the Offering (Notes 1 and 2), the Company sold to certain of the
Initial Stockholders 5,975,000 Insider Warrants for an aggregate purchase price
of $4,450,000. All of the proceeds received from these purchases have been
placed in the Trust Account. The Insider Warrants are identical to the Public
Warrants in the Offering except that they may be exercised on a cashless basis
so long as they are held by the original purchasers, members of their immediate
families or their controlled entities, and may not be sold or transferred,
except in limited circumstances, until after the consummation of a Business
Combination. If the Company dissolves before the consummation of a Business
Combination, there will be no distribution from the Trust Account with respect
to such Insider Warrants, which will expire worthless.
As the
proceeds from the exercise of the Insider Warrants will not be received until
after the completion of a Business Combination, the expected proceeds from
exercise will not have any effect on the Company’s financial condition or
results of operations prior to a Business Combination.
Each
Insider Warrant is exercisable for one share of common stock. The Insider
Warrants entitle the holder to purchase shares at $5.50 per share, subject to
adjustment in the event of stock dividends and splits, reclassifications,
combinations and similar events, for a period commencing on the completion of
the Business Combination and ending May 31, 2011.
STONELEIGH
PARTNERS ACQUISITION CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
6 — COMMON STOCK, WARRANTS AND UNDERWRITER PURCHASE OPTION –
(CONTINUED)
The
Company is required to use its best efforts to cause a registration statement
covering the Insider Warrants and the Public Warrants to be declared effective
and, once effective, the Company will use its best efforts to maintain its
effectiveness. Accordingly, the Company’s obligation is merely to use its best
efforts in connection with the registration rights agreement and upon exercise
of the Warrants. The Company may satisfy its obligation under
the registration rights agreement by delivering unregistered shares of common
stock. If a registration statement is not effective at the time a Public Warrant
is exercised, the Company will not be obligated to deliver registered shares of
common stock, and there are no contracted penalties for its failure to do
so. Consequently, the Public Warrants may expire
worthless.
c.
Underwriter Purchase Option
Upon
closing of the Offering, the Company sold and issued an option (the “UPO”) for
$100 to HCFP, to purchase up to 1,250,000 Units at an exercise price of $10.00
per Unit. The Units underlying the UPO will be exercisable in whole or in part,
solely at holders’ discretion, commencing on the consummation of a Business
Combination and expire on May 31, 2012. The Company accounted for the fair value
of the UPO, inclusive of the receipt of the $100 cash payment, as an expense of
the Offering resulting in a charge directly to stockholders’ equity, which was
offset by an equivalent increase in stockholder’s equity for the issuance of the
UPO. As of June 5, 2007, the Company calculated, using a Black-Scholes option
pricing model, the fair value of the 1,250,000 Units underlying the UPO to be
approximately $4,372,000. The fair value of the UPO granted was calculated as of
the date of grant using the following assumptions: (1) expected volatility of
51.12% (2) risk-free interest rate of 4.86% and (3) contractual life of 5 years.
The UPO may be exercised for cash or on a “cashless” basis, at the holder’s
option, such that the holder may use the appreciated value of the UPO (the
difference between the exercise prices of the UPO and the underlying warrants
and the market price of the units and underlying securities) to exercise the UPO
without the payment of any cash.
The
Company has no obligation to net cash settle the exercise of the UPO or the
warrants underlying the UPO. The holder of the UPO will not be entitled to
exercise the UPO or the warrants underlying the UPO unless a registration
statement covering the securities underlying the UPO is effective or an
exemption from registration is available. If the holder is unable to exercise
the UPO or underlying warrants, the UPO or warrants, as applicable, will expire
worthless.
NOTE
7 — NOTE PAYABLE
The
Company financed its Directors’ and Officers’ insurance policy for the amount of
$199,350 (the ‘‘Payable’’) due to First Insurance Funding Corp. of New York
(secured by the uncovered premium of the policy). The Payable bears
interest at 7.2% per annum. Payments of $9,700 commenced June 30, 2007 and
continued through March 31, 2009. The Company recognized interest expense of
$1,277 and $5,107 for the three and nine months ended April 30, 2009,
respectively, $1,916 and $5,748 for the three and nine months ended April 30,
2008 and $14,044 for the period from September 9, 2005 (inception) through April
30, 2009. At April 30, 2009 the note was fully paid.
NOTE
8 — SUBSEQUENT EVENTS
In May
2009, the Company withdrew $145,088 from the trust account to be used to pay
Delaware Franchise fees.
STONELEIGH PARTNERS ACQUISITION
CORP.
(a
corporation in the development stage)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
NOTE
8 — SUBSEQUENT EVENTS – (CONTINUED)
On May 29, 2009, the Company held a
special meeting of shareholders at which the shareholders voted to further amend
the Company’s certificate of incorporation to extend the date on which
Stoneleigh’s corporate existence terminates from May 31, 2009 to December 31,
2009 and to allow the holders of shares of common stock issued in the IPO to
elect to convert such shares in the IPO into their pro rata portion of the funds
held in the trust account established at the time of the IPO. As a
result of the approval of the conversion proposal, 25,600,412 shares of common
stock were converted into cash resulting in $205.9 million being withdrawn from
the trust account. Accordingly, as of June 8, 2009, there are
8,497,088 shares of common stock outstanding and $18.1 million remaining in the
trust account. As the amount remaining in the trust is less than the $20.0
million minimum investment in the RFC letter of intent, the Company may seek
other investors to co-invest in the transaction or alternatively amend the
letter of intent to reduce the required investment.
On May
29, 2009, the Company amended its amended and restated certificate of
incorporation to extend its corporate life to December 31, 2009.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The
following discussion should be read in conjunction with our financials statement
and footnotes thereto contained in this report.
General
We were
formed on September 9, 2005 for the purpose of acquiring one or more assets or
control of one or more operating businesses through a merger, capital stock
exchange, asset acquisition, stock purchase or other similar business
combination. Our initial business combination must be with an acquisition target
or targets whose collective fair market value is at least equal to 80% of our
net assets at the time of such acquisition.
We
completed our initial public offering (“IPO”) on June 5, 2007. Our entire
activity from inception through the consummation of our IPO was to prepare for
and complete our IPO, and since the consummation of our IPO, our activity has
been limited to identifying and evaluating targets for a business
combination.
For a
description of the proceeds generated in our IPO and a discussion of the use of
such proceeds, we refer you to Notes 1 and 2 of the financial statements
included in Item 1 of this report.
We
believe that we have sufficient available funds to complete our efforts to
effect a business combination with an operating business.
We are
not presently engaged in, and will not engage in, any substantive commercial
business unless and until we consummate a business combination.
On April
7, 2009, Stoneleigh entered into a non-binding letter of intent with Realty
Finance Corporation (RFC), a commercial real estate specialty finance company
focused on originating and acquiring whole loans, bridge loans, subordinate
interests in whole loans, commercial mortgage-backed securities and mezzanine
loans, primarily in the United States. The letter of intent provides
for Stoneleigh to purchase approximately 31,000,000 shares of common stock of
RFC or a lesser amount, in Stoneleigh’s discretion and $31,250,000 principal
amount of senior secured notes of RFC for $25,000,000 in
cash. Stoneleigh has the option to adjust its investment to any
amount between $20,000,000 and $150,000,000. The amount of the
investment will be based on, among other factors, capital available to
Stoneleigh and market conditions (See Note 8 to the Condensed Financial
Statements). The number of shares of common stock and the principal
amount of the note will be adjusted based on Stoneleigh’s
investment The note will be secured by a first priority senior
secured position in all of the assets of RFC, including the capital stock of
RFC’s subsidiaries, and bear interest at the rate if
8%. Additionally, Stoneleigh will have the right to appoint three and
the six members to RFC’s board of directors upon the closing of the
transaction. Stoneleigh intends for the transaction to constitute a
business combination as provided in its certificate of
incorporation. If the Company consummates the transaction, the
Company expects to own at least 50% of RFC. The Company has incurred
$133,155 in costs that relate to this transaction (See Note 3 to the Condensed
Financial Statements).
On May 29, 2009, the Company held a
special meeting of shareholders at which the shareholders voted to amend the
amended and restated Stoneleigh certificate of incorporation to extend the date
on which Stoneleigh’s corporate existence terminates from May 31, 2009 to
December 31, 2009 and to allow the holders of shares of common stock issued in
the Company’s IPO to elect to convert such shares in the IPO into their pro rata
portion of the funds held in the trust account established at the time of the
IPO. As a result of the approval of the conversion proposal,
25,600,412 shares of common stock were converted into cash resulting in $205.9
million being withdrawn from the trust account. Accordingly, as of
June 8, 2009, there are 8,497,088 shares of common stock outstanding and $18.1
million remaining in the trust account. As the amount remaining in
the trust is less than the $20.0 million minimum investment in the RFC letter of
intent, the Company may seek other investors to co-invest in the transaction or
alternatively amend the letter of credit to reduce the required
investment.
On May
29, 2009, the Company amended its Amended and Restated Certificate of
Incorporation to provide that the Company’s corporate existence will cease in
the event it does not consummate a Business Combination by December 31, 2009. If
the Company does not effect a Business Combination by December 31, 2009 (the
“Target Business Acquisition Period”), the Company will promptly distribute the
amount held in trust (the “Trust Account”), which is substantially all of the
proceeds from the Offering, including any accrued interest, to its public
stockholders (See Note 8 to the Condensed Financial Statements).
Results
of Operations
Net
income (loss) for the three months ended April 30, 2009 and April 30, 2008 was
$(72,405) and $919,080, respectively, which consisted of interest income on the
trust fund of $72,741 and $1,654,653 and interest income on cash and cash
equivalents of $1,477 and $19,608 respectively. The decrease in
interest income during the three months ended April 30, 2009 compared to the
three months ended April 30, 2008 is due to a reduction in interest rates over
the last twelve months due to market conditions and due to the trust funds being
placed in U.S. Treasuries in the current fiscal year which yield less than
previous investments.
Income
before provision for income taxes was offset by operating costs of $193,616 and
$160,406 which was comprised of professional fees of $83,688 and $34,158, filing
fees of $11,609 and $3,137, and a monthly administrative services agreement with
an affiliate of $22,500 and $22,500. The Company also incurred $27,688 and
$27,688 for directors and officers (“D&O”) insurance and $40,233 and $63,927
for Delaware franchise taxes for the three months ended April 30, 2009 and April
30, 2008, respectively, and $7,898 and $8,996 for miscellaneous expenses,
respectively. The Company incurred $1,277 and $1,916 of interest expense for the
financing of the D&O insurance and a $(48,720) and $592,859 (benefit)
provision for federal and state income taxes.
Net
income for the nine months ended April 30, 2009 and April 30, 2008 was $201,923
and $3,930,659, which consisted of interest income on the trust fund of $966,733
and $6,898,062 and interest income on cash and cash equivalents of $18,605 and
$81,291 respectively. The decrease in interest income during the nine
months ended April 30, 2009 compared to the nine months ended April 30, 2008 is
due to a reduction in interest rates over the last twelve months due to market
conditions and due to the trust funds being placed in U.S. Treasuries in the
current fiscal year which yield less than previous investments. Income
before provision for income taxes was offset by operating costs of $643,692 and
$442,368 which was comprised of professional fees of $311,211 and $127,184,
filing fees of $34,703 and $4,440, and a monthly administrative services
agreement with an affiliate of $67,500 and $67,500. The Company also incurred
$83,063 and $83,063 for D&O insurance and $113,209 and $150,664 for Delaware
franchise taxes and $34,006 and $9,517 for miscellaneous expenses for the nine
months ended January 31, 2009 and January 31, 2008 respectively. The Company
incurred $5,107 and $5,748 of interest expense for the financing of the D&O
insurance and a $134,616 and $2,600,578 provision for federal and state income
taxes.
Net
income for the period from inception (September 9, 2005) to April 30, 2009 was
$5,867,693 which consisted of interest income of the trust fund of $10,931,179
and interest income on cash and cash equivalents of $180,496, partially offset
by general and administrative costs of $1,446,931 which was comprised of
professional fees of $581,187, filing fees of $55,472, $172,500 for a monthly
administrative services payment to an affiliate, $212,271 for D&O Insurance,
$343,769 for Delaware franchise taxes, and $81,732 for miscellaneous expenses.
We also incurred $14,044 of interest expense for the financing of the D&O
Insurance and a $3,783,007 provision for income taxes.
Liquidity
and Capital Resources
Of the
gross proceeds from our IPO, including the exercise of an over allotment option
on June 12, 2007: (i) we deposited approximately $220.4 million into a trust
account at Morgan Stanley, maintained by Continental Stock Transfer & Trust
Company, as trustee, which amount included $4,450,000 that we received from the
sale of warrants to the Initial Stockholders in a private placement on June 5,
2007; (ii) the underwriters received $7,240,350 as underwriting discount; (iii)
we retained $300,000 for our use outside of the trust account; and (iv) we used
$872,679 for offering expenses.
Our
officers purchased an aggregate of $6,000,000 of our securities, consisting of
6,250,000 shares purchased from us prior to the IPO for $1,550,000, and
5,975,000 warrants, purchased for $4,450,000 concurrent with the
IPO.
The
proceeds deposited in the trust account will not be released from the trust
account until the earlier of the consummation of a business combination or the
expiration of the time period during which we may consummate a business
combination. The proceeds held in the trust account may be used as consideration
to pay the sellers of an acquisition target with which we complete a business
combination. To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the proceeds held in the trust
account will be used to finance the operations of the acquisition target. We may
also use the proceeds held in the trust account to pay a finder's fee to any
unaffiliated party that provides information regarding prospective targets to
us.
We
believe that the working capital available to us, in addition to the funds
available to us outside of the trust account will be sufficient to allow us to
operate until December 31, 2009, assuming that a business combination is not
consummated during that time. Initially, we estimated that up to $3,300,000 of
working capital and reserves shall be allocated as follows for our operating
expenses from our initial public offering through May 31, 2009: $800,000 of
expenses for legal, accounting and other expenses attendant to the due diligence
investigations and structuring and negotiating a business combination; up to
$180,000 for the administrative fee payable to PLM International Inc. ($7,500
per month for 24 months), an affiliated third party; $100,000 of expenses in
legal and accounting fees relating to our SEC reporting obligations; and
$2,220,000 for general working capital that can be used for fairness opinions in
connection with our acquisition plans, director and officer liability insurance
premiums, and other miscellaneous expenses and reserves. As of April 30, 2009,
we had $2,190,378 of cash and cash equivalents available for our use outside of
the trust account.
We do not
believe we will need to raise additional funds in order to meet the expenditures
required for operating our business.
Through
April 30, 2009, $7,280,750 of interest income was released to the Company from
the trust account of which $4,359,838 was used to pay income and franchise
taxes.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
To date,
our efforts have been limited to organizational activities and activities
relating to our initial public offering and the identification of a target
business. We have neither engaged in any operations nor generated any revenues.
As the proceeds from our initial public offering held in trust have been
invested in short term investments, our only market risk exposure relates to
fluctuations in interest.
As of
April 30, 2009, $224,087,578 was held in trust for the purposes of consummating
a business combination. At April 30, 2009 the investment held in trust was
invested in a Morgan Stanley Treasury Portfolio fund. As of April 30, 2009, the
effective annualized interest rate payable on our investment was
0.05%.
We have
not engaged in any hedging activities since our inception on September 9, 2005.
We do not expect to engage in any hedging activities with respect to the market
risk to which we are exposed.
ITEM
4. CONTROLS AND PROCEDURES.
Our
management carried out an evaluation, with the participation of our principal
executive officer and principal financial officer of the effectiveness of our
disclosure controls and procedures as of April 30, 2009, the end of the fiscal
quarter covered in this report. Based upon that evaluation, our principal
executive officer and principal financial officer concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934 (“Exchange Act”)) were effective to ensure
that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in Securities and Exchange Commission rules
and forms and is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
As of
April 30, 2009, there has been no change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during our most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART
II
OTHER
INFORMATION
Please
see the information disclosed in the “Risk Factors” section of our Form 10-K for
the year ended July 31, 2008 filed with the Securities and Exchange Commission
on October 6, 2008.
As
previously disclosed in a definitive proxy statement filed with the SEC on April
29, 2009, on May 29, 2009 the Company held a special meeting of its stockholders
to approve an amendment to its Certificate of Incorporation that would extend
the date on which the Company’s corporate existence would cease from May 31,
2009 to December 31, 2009 (the “Extension Amendment”) and a proposal to allow
the holders of shares of common stock issued in the Company’s initial public
offering (the “IPO” and such shares sold in the IPO are referred to as the
“public shares”) to elect to convert their public shares into a
pro rata
portion of the funds
held in the trust account established at the time of the IPO if the Extension
Amendment is approved (the “Conversion Proposal”). At the special
meeting, the holders of a total of 23,728,073 shares voted in favor of the
Extension Amendment and holders of a total of 10,017,507 shares voted against
the Extension amendment. There were 351,020 abstentions with respect
to the Extension Amendment. At the special meeting, the holders of a
total of 32,269,192 shares voted in favor of the Conversion Proposal and holders
of a total of 76,015 shares voted against the Conversion
Proposal. There were 614,670 abstentions with respect to the
Conversion Proposal. At the special meeting, holders of 25,600,412
shares of common stock elected to convert their shares. Following the
meeting, on May 29, 2009, the Company filed an amendment to its Certificate of
Incorporation with the Secretary of State of the State of Delaware effecting the
amendment approved by its stockholders.
ITEM
6. EXHIBITS.
The
Company hereby files as part of this quarterly report on Form 10-Q the Exhibits
listed below:
31.1 -
Section 302 Certification by CEO
31.2 -
Section 302 Certification by CFO
32.1 -
Section 906 Certification by CEO
32.2 -
Section 906 Certification by CFO
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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STONELEIGH
PARTNERS ACQUISITION CORP.
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Dated:
June 9, 2009
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By:
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/s/ Gary
D. Engle
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Gary
D. Engle
Chairman
of the Board and Chief Executive Officer
(Principal
Executive Officer)
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Dated: June 9, 2009
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By:
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/s/ James
A. Coyne
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James
A. Coyne
Chief
Financial Officer and Vice Chairman
(Principal
Financial and Accounting Officer)
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21
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