Table of Contents
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
|
|
For the
quarterly period ended June 30, 2009
|
|
or
|
|
o
|
|
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: 001-33824
Prospect Acquisition Corp.
(Exact name of registrant as
specified in its charter)
Delaware
|
|
26-0508760
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
|
|
|
9130 Galleria Court, Suite 318
|
|
|
Naples, FL
|
|
34109
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrants telephone
number, including area code:
(239) 254-4481
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
o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files). Yes
o
No
o
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 definitions 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
x
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting
company
o
|
(Do not check is a smaller reporting company)
|
|
|
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
x
No
o
The number of shares of common stock, par
value $0.0001 per share, outstanding as of July 31, 2009 was 31,250,000.
Table of Contents
PART I:
FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Prospect Acquisition Corp.
(a development stage company)
Condensed Balance Sheets
|
|
June 30,
2009 (Unaudited)
|
|
December 31,
2008
|
|
Assets
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash
|
|
$
|
9,425
|
|
$
|
28,678
|
|
Investments held in Trust Account
|
|
248,535,987
|
|
248,924,201
|
|
Accrued interest income on Trust Account
|
|
2,616
|
|
59,219
|
|
Prepaid expenses
|
|
40,122
|
|
60,716
|
|
Prepaid taxes
|
|
212,270
|
|
203,588
|
|
Total current assets
|
|
248,800,420
|
|
249,276,402
|
|
Deferred tax asset
|
|
315,649
|
|
173,158
|
|
Total assets
|
|
$
|
249,116,069
|
|
$
|
249,449,560
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accrued expenses
|
|
$
|
100,957
|
|
$
|
186,097
|
|
Deferred interest income
|
|
76,181
|
|
67,148
|
|
Deferred underwriting commission
|
|
10,000,000
|
|
10,000,000
|
|
Total liabilities
|
|
10,177,138
|
|
10,253,245
|
|
Common stock, subject to possible conversion,
7,499,999 shares
|
|
74,099,990
|
|
74,099,990
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares
authorized; none issued and outstanding
|
|
|
|
|
|
Common stock, $0.0001 par value; 72,000,000 shares
authorized; 31,250,000 shares (including 7,499,999 subject to possible
conversion) issued and outstanding
|
|
3,125
|
|
3,125
|
|
Additional paid-in capital
|
|
162,966,787
|
|
162,966,787
|
|
Retained earnings accumulated during the development
stage
|
|
1,869,029
|
|
2,126,413
|
|
Total stockholders equity
|
|
164,838,941
|
|
165,096,325
|
|
Total liabilities and stockholders equity
|
|
$
|
249,116,069
|
|
$
|
249,449,560
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited condensed financial statements.
2
Table of Contents
Prospect Acquisition Corp.
(a development stage company)
Condensed Statements of
Operations
(Unaudited)
|
|
For the three
months ended
June 30, 2009
|
|
For the three
months ended
June 30, 2008
|
|
For the six
months ended
June 30, 2009
|
|
For the six
months ended
June 30, 2008
|
|
For the period
from July 9,
2007 (date of
inception)
through June
30, 2009
|
|
Interest income
|
|
$
|
26,448
|
|
$
|
906,706
|
|
$
|
50,183
|
|
$
|
2,528,586
|
|
$
|
5,006,560
|
|
Deferred interest income
|
|
4,761
|
|
|
|
9,033
|
|
|
|
76,181
|
|
Net interest income
|
|
21,687
|
|
906,706
|
|
41,150
|
|
2,528,586
|
|
4,930,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Capital & franchise taxes
|
|
36,375
|
|
101,650
|
|
73,254
|
|
257,329
|
|
1,054,663
|
|
Professional fees
|
|
79,219
|
|
64,760
|
|
242,409
|
|
161,039
|
|
517,862
|
|
Formation and operating costs
|
|
45,800
|
|
44,011
|
|
89,428
|
|
103,923
|
|
299,573
|
|
Rent and office expenses
|
|
22,308
|
|
22,500
|
|
44,616
|
|
45,000
|
|
146,416
|
|
|
|
183,702
|
|
232,921
|
|
449,707
|
|
567,291
|
|
2,018,514
|
|
Net
(loss) income before income taxes
|
|
(162,015
|
)
|
673,785
|
|
(408,557
|
)
|
1,961,295
|
|
2,911,865
|
|
Income
tax (benefit) provision
|
|
(51,606
|
)
|
230,061
|
|
(151,173
|
)
|
693,110
|
|
1,042,836
|
|
Net
(loss) income
|
|
$
|
(110,409
|
)
|
$
|
443,724
|
|
$
|
(257,384
|
)
|
$
|
1,268,185
|
|
$
|
1,869,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
31,250,000
|
|
31,250,000
|
|
31,250,000
|
|
31,250,000
|
|
26,864,179
|
|
Net
income per share:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
(0.00
|
)
|
$
|
0.01
|
|
$
|
(0.01
|
)
|
$
|
0.04
|
|
$
|
0.07
|
|
See notes to unaudited condensed financial statements.
3
Table of Contents
Prospect Acquisition Corp.
(a development stage company)
Condensed Statements of
Stockholders Equity
|
|
|
|
|
|
|
|
Retained
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
During the
|
|
Total
|
|
|
|
Common Stock
|
|
Paid-in
|
|
Development
|
|
Stockholders
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Equity
|
|
Common
shares issued to initial stockholders on July 18, 2007 at approximately
$.003 per share
|
|
7,187,500
|
|
$
|
719
|
|
$
|
24,281
|
|
$
|
|
|
$
|
25,000
|
|
Sale
of 25,000,000 units, net of underwriters discount and offering expenses of $18,205,004
(includes 7,499,999 shares subject to possible conversion)
|
|
25,000,000
|
|
2,500
|
|
231,792,496
|
|
|
|
231,794,996
|
|
Proceeds
subject to possible conversion of 7,499,999 shares
|
|
|
|
|
|
(74,099,990
|
)
|
|
|
(74,099,990
|
)
|
Proceeds
from issuance of Sponsors Warrants
|
|
|
|
|
|
5,250,000
|
|
|
|
5,250,000
|
|
Repurchase
of 937,500 common shares issued to initial stockholders
|
|
(937,500
|
)
|
(94
|
)
|
|
|
|
|
(94
|
)
|
Net
income
|
|
|
|
|
|
|
|
615,198
|
|
615,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2007
|
|
31,250,000
|
|
3,125
|
|
162,966,787
|
|
615,198
|
|
163,585,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
|
|
|
|
|
1,511,215
|
|
1,511,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2008
|
|
31,250,000
|
|
3,125
|
|
162,966,787
|
|
2,126,413
|
|
165,096,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
|
|
|
|
|
(257,384
|
)
|
(257,384
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2009
|
|
31,250,000
|
|
$
|
3,125
|
|
$
|
162,966,787
|
|
$
|
1,869,029
|
|
$
|
164,838,941
|
|
See notes to unaudited condensed financial statements.
4
Table of Contents
Prospect Acquisition Corp.
(a development stage company)
Condensed Statements of Cash
Flows
(Unaudited)
|
|
For the six
months ended
June 30, 2009
|
|
For the six
months ended
June 30, 2008
|
|
For the period
from July 9,
2007 (date of
inception)
through June
30, 2009
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net
(loss) income
|
|
$
|
(257,384
|
)
|
$
|
1,268,185
|
|
$
|
1,869,029
|
|
Adjustments
to reconcile net (loss) income to net cash used in operating activities:
|
|
|
|
|
|
|
|
Interest
income earned on Trust Account
|
|
(50,183
|
)
|
(2,528,586
|
)
|
(5,006,560
|
)
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
Decrease
(increase) in prepaid expenses
|
|
11,912
|
|
(228,560
|
)
|
(252,392
|
)
|
Increase
in deferred tax asset
|
|
(142,491
|
)
|
(100,200
|
)
|
(315,649
|
)
|
(Decrease)
increase in accrued expenses
|
|
(85,140
|
)
|
2,535
|
|
100,957
|
|
Increase
in deferred interest income
|
|
9,033
|
|
|
|
76,181
|
|
Increase
in income taxes payable
|
|
|
|
(392,498
|
)
|
|
|
Net
cash used in operating activities
|
|
(514,253
|
)
|
(1,979,124
|
)
|
(3,528,434
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
Cash placed in Trust Account
|
|
|
|
|
|
(247,000,000
|
)
|
Cash withdrawn from Trust Account
|
|
495,000
|
|
1,964,265
|
|
3,467,957
|
|
Net
cash provided by (used in) investing activities
|
|
495,000
|
|
1,964,265
|
|
(243,532,043
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Gross
proceeds from initial public offering
|
|
|
|
|
|
250,000,000
|
|
Proceeds
from issuance of Sponsors Warrants
|
|
|
|
|
|
5,250,000
|
|
Proceeds
from sale of shares of common stock to initial stockholders
|
|
|
|
|
|
25,000
|
|
Proceeds
from notes payable to stockholders
|
|
|
|
|
|
200,000
|
|
Repayment
of notes payable to stockholders
|
|
|
|
|
|
(200,000
|
)
|
Repurchase
of common shares from initial stockholders
|
|
|
|
|
|
(94
|
)
|
Payment
of offering costs
|
|
|
|
(38,216
|
)
|
(8,205,004
|
)
|
Net
cash (used in) provided by financing activities
|
|
|
|
(38,216
|
)
|
247,069,902
|
|
Net
(decrease) increase in cash
|
|
(19,253
|
)
|
(53,075
|
)
|
9,425
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
28,678
|
|
58,075
|
|
|
|
Cash
at end of period
|
|
$
|
9,425
|
|
$
|
5,000
|
|
$
|
9,425
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash financing
activities
|
|
|
|
|
|
|
|
Deferred
underwriting commission
|
|
|
|
|
|
$
|
10,000,000
|
|
Supplemental disclosure of cash
flow information
|
|
|
|
|
|
|
|
Cash paid during the period for income taxes
|
|
$
|
|
|
$
|
1,508,580
|
|
$
|
1,646,332
|
|
See notes to unaudited condensed financial statements.
5
Table of Contents
Prospect Acquisition Corp.
(a development stage company)
Notes to Unaudited Condensed
Financial Statements
1.
Interim Financial Information
Prospect
Acquisition Corp.s (the Company) unaudited condensed interim financial
statements as of June 30, 2009, for the three and six month periods ended June 30,
2009 and 2008, and for the period from July 9, 2007 (date of inception)
through June 30, 2009, have been prepared by the Company in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.
Operating results for the interim period presented are not necessarily
indicative of the results to be expected for any other interim period or for
the full year. The Company has evaluated
subsequent events through the filing date, August 7, 2009.
These
unaudited condensed interim financial statements should be read in conjunction
with the audited financial statements and notes thereto for the period ended December 31,
2008 included in the Companys Annual Report on Form 10-K filed with the
U.S. Securities and Exchange Commission on March 16, 2009. The December 31, 2008 balance sheet and
the changes in stockholders equity through December 31, 2008 have been
derived from those audited financial statements. The accounting policies used in preparing
these unaudited financial statements are consistent with those described in the
December 31, 2008 audited financial statements.
Certain prior year balances have been reclassified to conform
with the current year presentation.
If
we are unable to complete a business combination by November 14, 2009 we
will be forced to liquidate. Currently, we are rigorously evaluating several
opportunities for potential targets, however have not yet entered into any
definitive agreements toward a transaction. There is no assurance that we will
successfully complete a Business Combination by November 14, 2009. These
factors, among others, raise substantial doubt about the Companys ability to
continue operations as a going concern. The accompanying financial statements
do not include any adjustments that may result from the outcome of this
uncertainty.
2.
Organization, Business Operations and Significant Accounting
Policies
The
Company was incorporated in Delaware on July 9, 2007, and is a blank check
company formed for the purpose of acquiring control of, through a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination, one or more operating businesses or assets
in the financial services industry (a Business Combination). At June 30, 2009, the Companys
operations related to the Companys formation and the initial public offering
described below.
The
registration statement for the Companys initial public offering (the Offering)
was declared effective November 14, 2007.
The Company consummated the Offering on November 20, 2007 and
received gross proceeds of $250,000,000 and $5,250,000 from the sale of
Sponsors Warrants on a private placement basis (see Note 3). The Companys management has broad discretion
with respect to the specific application of the net proceeds of the Offering,
although substantially all of the net proceeds of the Offering are intended to
be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the
Company will be able to successfully effect a Business Combination. An amount of $247,000,000 (or approximately $9.88 per unit) of the net
proceeds of the Offering and the sale of the Sponsors Warrants (see Note 3)
was deposited in a trust account (the Trust Account) and invested in United
States government securities within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940 having a maturity of 180 days or less, or in
money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940 until the earlier of (i) the
consummation of its initial Business Combination or (ii) liquidation of
the Company. At June 30, 2009, the
Trust Account was invested in United States government securities and has been
accounted for as a trading security. The placing of funds in the Trust Account
may not protect those funds from third party claims against the Company. Although the Company has sought and 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. A Company officer and
6
Table of Contents
Prospect
Acquisition Corp.
(a development stage company)
Notes to
Unaudited Condensed Financial Statements
two
initial stockholders have 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, subject to limited exceptions. However, there can be no assurance that they
will be able to satisfy those obligations.
The remaining net proceeds (not held in the Trust Account) have been and
will continue to be used to pay for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative
expenses. Until the consummation of the
initial Business Combination or the liquidation of the Company, proceeds held
in the Trust Account will not be available for the Companys use for any
purpose, except there can be released to the Company from the Trust Account (i) interest
income earned on the Trust Account balance to pay any taxes on such interest
and (ii) interest income earned of up to $2.75 million on the Trust
Account balance to fund the Companys working capital requirements, provided
that after such release there remains in the Trust Account a sufficient amount
of interest income previously earned on the Trust Account balance to pay any
due and unpaid taxes on income generated by the Trust Account.
Amounts
placed in Trust
|
|
$
|
247,000,000
|
|
Interest
income received
|
|
5,003,944
|
|
Amounts
withdrawn for payment of federal & state taxes
|
|
(2,387,057
|
)
|
Amounts
withdrawn for working capital
|
|
(1,080,900
|
)
|
Total
|
|
$
|
248,535,987
|
|
The
Company, after signing a definitive agreement for a Business Combination with a
target business or businesses, is required to submit such transaction for
stockholder approval. In the event that
those persons that purchase securities in the Offering or thereafter (Public
Stockholders) owning 30% or more of the shares sold in the Offering vote
against the Business Combination and exercise their conversion rights described
below, the Business Combination will not be consummated. All of the Companys stockholders prior to
the Offering, including all of the directors of the Company (the Initial
Stockholders), have agreed to vote all of their founding shares of common
stock in accordance with the majority of the shares of common stock voted by
the Public Stockholders with respect to any Business Combination.
After
consummation of a Business Combination, these voting safeguards will no longer
apply.
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 into cash from the Trust Account. The per share conversion price will equal the
aggregate amount then on deposit in the Trust Account, before payment of
deferred underwriting discounts and commissions and including accrued interest,
net of taxes on such interest and net of interest income on the Trust Account
balance released to the Company as described above, calculated as of two
business days prior to the proposed consummation of the initial Business
Combination, divided by the number of shares of common stock sold in the
Offering. Accordingly, Public
Stockholders holding not more than 30% of the shares (minus one share) sold in
the Offering 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 (net of the tax and working capital items
described above) computed without regard to the shares held by Initial
Stockholders.
Accordingly,
a portion of the net proceeds from the Offering (29.99% of the amount placed in
the Trust Account) has been classified as common stock subject to possible
conversion and a portion of the interest earned on the Trust Account (29.99%),
after deducting the amounts permitted to be utilized for tax obligations and
working capital purposes, has been recorded as deferred interest in the
accompanying financial statements.
The
Companys Certificate of Incorporation was amended on November 14, 2007 to
provide that the Company will continue in existence only until 24 months from
the effective date of the registration statement relating to the Offering (the Effective
Date), or November 14, 2009. If
the Company has not completed a Business Combination by such date, its
corporate existence will cease except for the purposes of liquidating and
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 assets in the Trust Account)
will be less than the initial public offering price per Unit in the Offering
(assuming no value is attributed to the Warrants contained in the Units offered
in the Offering discussed in Note 3) because of the expenses
7
Table of Contents
Prospect
Acquisition Corp.
(a development stage company)
Notes to
Unaudited Condensed Financial Statements
of
the Offering, the Companys general and administrative expenses and the
anticipated costs of seeking an initial Business Combination.
Fair Value of
Financial Instruments
:
The fair values of the Companys assets and liabilities that
qualify as financial instruments under Statement of Financial Accounting
Standard (SFAS) No. 107,
Disclosures about Fair
Value of Financial Instrument
, approximate their carrying amounts
presented in the balance sheet based upon the short-term nature of the
account at June 30, 2009.
New Accounting Pronouncements:
In
September 2006, the Financial Accounting Standards Board (FASB) issued
SFAS No. 157,
Fair Value Measurements
(SFAS 157). SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP) and
expands disclosures about fair value measurements. SFAS 157 also emphasizes that fair value is a
market-based measurement, not an entity-specific measurement, and sets out a
fair value hierarchy with the highest priority being quoted prices in active
markets. Under SFAS 157, fair value measurements are disclosed by level within
that hierarchy. In February 2008, the FASB issued FASB Staff Position (FSP)
No. 157-2,
Effective Date of FASB
Statement No. 157
, which permits a one-year deferral for the
implementation of SFAS 157 with regard to non-financial assets and liabilities
that are not recognized or disclosed at fair value in the financial statements
on a recurring basis. The Company adopted SFAS 157 for the fiscal year
beginning January 1, 2008, except for the non-financial assets and
non-financial liabilities, which was adopted effective January 1, 2009.
The adoption of the provisions of SFAS 157 did not have a material impact on
the Companys financial position or results of operations.
In April 2009, the
FASB issued three FSPs to provide additional application guidance and enhance
disclosures regarding fair value measurements and impairments of securities.
FSP FAS 157-4,
Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly,
provides
guidelines for making fair value measurements more consistent with the
principles presented in SFAS 157. FSP FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial
Instruments,
enhances consistency in financial reporting by
increasing the frequency of fair value disclosures. FSP FAS 115-2 and FAS
124-2,
Recognition and Presentation of
Other-Than-Temporary Impairments,
provides additional guidance
designed to create greater clarity and consistency in accounting for and
presenting impairment losses on securities. These three FSPs are
effective for interim and annual periods ending after June 15, 2009. The adoption of the provisions of these FSPs
did not have a material impact on the Companys financial position or results
of operations
In June 2008, the
FASBs Emerging Issues Task Force (EITF) reached a consensus on EITF Issue No. 07-5
, Determining Whether an Instrument (or Embedded
Feature) Is Indexed to an Entitys Own Stock
(EITF 07-5). EITF
07-5 provides a new two-step model to be applied in determining whether an
equity-linked financial instrument, or embedded feature, is indexed to an
entitys own stock. EITF 07-5 was effective for the quarter ended March 31,
2009. There was no impact on the financial position or results of operations as
a result of the adoption of this new guidance.
In December 2007, the FASB
issued SFAS No. 141(R)
, Business Combinations
(SFAS
141R) which establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree. SFAS 141R also provides
guidance for recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141R will
have an impact to the Company for any acquisitions consummated by the Company
.
In December 2007, the FASB released SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements an
amendment of ARB No. 51
(SFAS 160), which establishes
accounting and reporting standards for ownership interests in subsidiaries held
by parties other than the parent and for the deconsolidation of a
subsidiary. SFAS 160 also establishes
disclosure requirements that clearly identify and distinguish between the
interest of the parent and the interests of the non-controlling owners. SFAS
160 is effective for financial statements issued for fiscal years beginning
after December 15, 2008. SFAS 160
may have a material impact to the Company with respect to any acquisitions
consummated by the Company.
8
Table of Contents
Prospect Acquisition Corp.
(a development stage company)
Notes to
Unaudited Condensed Financial Statements
In May 2009, the FASB issued
SFAS No. 165,
Subsequent Events
(SFAS 165). SFAS 165 is intended to establish general standards of accounting
for and disclosures of events that occur after the balance sheet date but
before financial statements are issued or are available to be issued. SFAS 165
requires disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date, and is effective for interim and
annual periods ending after June 15, 2009. The adoption of SFAS No. 165
has not materially impacted the Companys financial position or results of
operations.
In May 2008, the
FASB issued SFAS No. 162,
The Hierarchy of Generally
Accepted Accounting Principles
SFAS 162. SFAS 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in preparation of the financial statements of non governmental entities
that are presented in conformity with U.S. GAAP (the GAAP hierarchy).
In July 2009, the FASB issued SFAS No. 168,
The FASB Accounting Codification and the Hierarchy
of Generally Accepted Accounting Principles
(SFAS 168). SFAS 168
supersedes SFAS 162. SFAS 168 will become the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of
the Securities and Exchange Commission (SEC) under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. On
the effective date of SFAS 168, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
nongrandfathered non-SEC accounting literature not included in the Codification
will become nonauthoritative. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The adoption of SFAS 168 is not expected to materially impact the Companys
financial position or results of operations.
Management 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.
3. Initial Public Offering
On
November 20, 2007, the Company sold 25,000,000 units (the Units) at an
offering price of $10.00 per Unit. The
Company granted the underwriters an option to purchase up to an additional
3,750,000 Units solely to cover over- allotments. Said option could have been exercised in
whole or in part at any time before the 30
th
day after the Effective Date, and has expired
without having been exercised by the underwriters.
Each
Unit consists of one share of the Companys common stock and one warrant
exercisable for one share of common stock at an exercise price of $7.50 per
share (a Warrant). Each Warrant will
be exercisable on the later of the completion of the initial Business
Combination and fifteen months from the Effective Date, provided in each case
that the Company has an effective registration statement covering the shares of
common stock issuable upon exercise of the warrants and a current prospectus
relating to them is available. The
Warrants will expire five years from the Effective Date, unless earlier
redeemed. The Company may call the
Warrants for redemption, in whole and not in part, at any time after the
Warrants become exercisable and there is an effective registration statement
covering the shares of common stock issuable upon exercise of the warrants
available and current throughout the 30-day Redemption Period defined
hereafter, upon a minimum of 30 days prior written notice of redemption (the 30-day
Redemption Period) at a price of $0.01 per Warrant, only in the event that the
last sale price of the common stock equals or exceeds $14.50 per share for any
20 trading days within a 30-trading day period ending on the third business day
prior to the date on which the notice of redemption is sent to the Warrant
holder. In accordance with the warrant
agreement relating to the Warrants sold and issued in the Offering, the Company
is only required to use its best efforts to maintain the effectiveness of the
registration statement covering the Warrants from the date the warrants become
exercisable until the warrants expire or are redeemed. 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 settle the warrant exercise, whether
by net cash settlement or otherwise.
Consequently, the Warrants may expire unexercised and unredeemed (and
therefore worthless), and, as a result, an investor in the Offering may
effectively pay the full Unit price solely for the shares of common stock
included in the Units.
9
Table of Contents
Prospect Acquisition Corp.
(a development stage company)
Notes to Unaudited Condensed
Financial Statements
The
Company entered into an agreement with the underwriters of the Offering (the Underwriting
Agreement). The Underwriting Agreement
requires the Company to pay 3% of the gross proceeds of the Offering as an
underwriting discount plus an additional 4% of the gross proceeds of the
Offering only upon consummation of a Business Combination. The Company paid an underwriting discount of
3% of the gross proceeds of the Offering ($7.5 million) in connection with the
consummation of the Offering and has placed 4% of the gross proceeds of the
Offering ($10 million) in the Trust Account.
The $10 million amount due to the underwriters has been classified as
deferred underwriting commission on the accompanying balance sheets. The Company did not have to pay any discount
related to the Sponsors Warrants sold on a private placement basis. The underwriters have waived their right to
receive payment of the 4% of the gross proceeds of the Offering upon the
Companys liquidation if the Company is unable to complete a Business
Combination.
Pursuant
to purchase agreements dated November 14, 2007, certain of the Initial
Stockholders have purchased from the Company, in the aggregate, 5,250,000
warrants for $5,250,000 (the Sponsors Warrants). The purchase and issuance of the Sponsors
Warrants occurred simultaneously with the consummation of the Offering on a
private placement basis. All of the
proceeds the Company received from these purchases were placed in the Trust
Account. The Sponsors Warrants are
identical to the Warrants included in the Units offered in the Offering except
that the Sponsors Warrants (i) are non-redeemable so long as they are
held by the original purchasers or their permitted transferees, (ii) are
subject to certain transfer restrictions and will not be exercisable while they
are subject to these transfer restrictions and (iii) may be exercised for
cash or on a cashless basis. The
purchase price of the Sponsors Warrants has been determined to be the fair
value of such warrants as of the purchase date.
The
Initial Stockholders have waived their right to receive a liquidation
distribution with respect to their founding shares upon the Companys
liquidation if it is unable to complete a Business Combination.
4. Fair Value Measurement
As discussed in Note 2, the Company adopted SFAS 157.
SFAS 157 requires new disclosure that establishes a framework for measuring
fair value in GAAP, and expands disclosure about fair value measurements. SFAS 157 enables the reader of the financial
statements to assess the inputs used to develop those measurements by
establishing a hierarchy for ranking the quality and reliability of the
information used to determine fair values.
SFAS 157 also requires that assets and liabilities
carried at fair value will be classified and disclosed in one of the following
three categories:
Level 1: Quoted market
prices in active markets for identical assets or liabilities.
Level 2: Observable
market based inputs or unobservable inputs that are corroborated by market
data.
Level 3: Unobservable
inputs that are not corroborated by market data.
In determining the appropriate levels in which to
categorize its assets and liabilities, the Company performs a detailed analysis
of the assets and liabilities that are subject to SFAS 157. At each reporting
period, all assets and liabilities for which the fair value measurement is
based on significant unobservable inputs are classified as Level 3.
10
Table of Contents
Prospect Acquisition Corp.
(a development stage company)
Notes to
Unaudited Condensed Financial Statements
The table below presents the balances of assets and
liabilities measured at fair value on a recurring basis by level within the
hierarchy.
|
|
|
|
|
|
Significant
|
|
|
|
|
|
Fair Value
|
|
Quoted Prices
|
|
other
|
|
Significant
|
|
|
|
As of
|
|
In
|
|
Observable
|
|
Unobservable
|
|
|
|
June 30,
|
|
Active Markets
|
|
Inputs
|
|
Inputs
|
|
|
|
2009
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in
Trust Account plus Accrued Interest Income on Trust Account
|
|
$
|
248,538,603
|
|
$
|
248,538,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
248,538,603
|
|
$
|
248,538,603
|
|
|
|
|
|
The Company currently
does not have non-financial assets and non-financial liabilities that are
required to be measured at fair value on a recurring basis.
5. Related Party
Transactions
On
December 31, 2008, the Company entered into an amendment to its
Administrative Services Agreement (the Amendment) with LLM Capital Partners
(an entity affiliated with Patrick Landers, the Companys President and one of
its directors) and Teleos Management, L.L.C. (an entity affiliated with Daniel
Gressel, one of the Companys directors).
Pursuant to the terms of the Amendment, the Company will continue to
receive certain general and administrative services from LLM Capital Partners
and Teleos Management, L.L.C., until November 14, 2009. The Amendment also provides that the Company
will no longer require (i) the use of the office space situated at 695
East Main Street, Stamford, Connecticut or (ii) certain of the general and
administrative services previously provided to the Company pursuant to the
terms of the Administrative Services Agreement.
As a result of the Amendment, the Companys total monthly payment was
reduced from $7,500 to $6,805 ($4,083.15 per month for Teleos Management,
L.L.C. and $2,722.10 per month for LLM Capital Partners). The accompanying statements of operations for
the three and six months ended June 30, 2009, the three and six months
ended June 30, 2008 and for the period from July 9, 2007 (date of
inception) through June 30, 2009 includes $20,416, $40,832, $22,500,
$45,000 and $142,582, respectively, of expense relating to the Amendment and
the Administrative Services Agreement.
6. Commitments
The Initial Stockholders
and holders of the Sponsors Warrants (or underlying securities) will be
entitled to registration rights with respect to their founding shares or
Sponsors Warrants (or underlying securities), as the case may be, pursuant to
an agreement dated November 14, 2007.
In addition, the Initial Stockholders have certain piggy-back
registration rights with respect to registration statements filed by the
Company generally commencing nine months after the consummation of the Companys
initial Business Combination, and the holders of the Sponsors Warrants (or
underlying securities) have certain piggy-back registration rights on
registration statements filed after the Companys consummation of a Business
Combination.
7. Capital Stock
The
Companys original Certificate of Incorporation authorized the Company to issue
6,000,000 shares of common stock with a par value of $0.0001 per share. In October, 2007, the Companys certificate
of incorporation was amended to increase the authorized shares of common stock
from 6,000,000 shares to 8,000,000 shares. The Companys Certificate of
Incorporation was amended on November 14, 2007 to increase the number of
authorized shares of common stock to 72,000,000. In addition, the Company is authorized to
issue 1,000,000 shares of preferred stock.
11
Table of Contents
Prospect Acquisition Corp.
(a development stage company)
Notes to
Unaudited Condensed Financial Statements
On
July 18, 2007, the Company issued 4,312,500 shares of common stock to the
founders for an aggregate of $25,000 in cash, at a purchase price of
approximately $0.006 per share. In
October, 2007, the aggregate outstanding 4,312,500 shares of common stock were
increased to 7,187,500 shares of common stock as a result of a 5-for-3 stock
split declared by our board of directors.
All references in the accompanying financial statements to the number of
shares of stock have been retroactively restated to reflect these transactions.
In accordance with the
terms of the Offering, with the expiration of the underwriters option to
purchase up to an additional 3,750,000 Units solely to cover over-allotments,
in December 2007, the Company repurchased 937,500 shares of common stock
from the Initial Stockholders at a price of $0.0001 per share.
8.
Legal
There
is no material litigation currently pending against the Company or any member
of its management team in their capacity as such.
12
Table of Contents
ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in
conjunction with our Condensed Financial Statements and notes thereto contained
in this report.
Forward-Looking Statements
All statements other than statements of historical
fact included in this Form 10-Q including, without limitation, statements
under Managements Discussion and Analysis of Financial Condition and Results
of Operations regarding our financial position, business strategy and the
plans and objectives of management for future operations, are forward looking
statements. When used in this Form 10-Q, words such as anticipate, believe,
estimate, expect, intend and similar expressions, as they relate to us or
our management, identify forward looking statements. Such forward looking
statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, our management. Actual results
could differ materially from those contemplated by the forward looking
statements as a result of certain factors detailed in the Form 10-Q and
our other filings with the Securities and Exchange Commission (SEC). All
subsequent written or oral forward looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by this paragraph.
Overview
We were formed on July 9, 2007, to serve
as a vehicle to effect a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with one
or more operating business in the financial services industry. Our initial
business combination must be with a business or businesses whose collective
fair market value is in excess of 80% of the balance in the trust account
(excluding the amount held in the trust account representing a portion of the
underwriters discount) at the time of the initial business combination. We
intend to utilize cash derived from the proceeds of our recently completed
public offering, our capital stock, debt or a combination of cash, capital
stock and debt, in effecting a business combination.
Results
of Operations
For the three months ended June 30,
2009,
we had a net
loss of $110,409 as compared to net income of $443,724 for the three months
ended June 30, 2008. The decrease
in net income was primarily due to the decrease in interest rates, resulting in
a decrease in net interest income of $885,019, combined with an increase in
professional fees of $14,459 and an increase in formation, operating, rent and
office expenses of $1,597, partially offset by a decrease in state and federal
taxes of $346,942.
For the six months ended June 30, 2009,
we had a net loss of $257,384 as compared
to net income of $1,268,185 for the six months ended June 30, 2008. The decrease in net income was primarily due
to the decrease in interest rates, resulting in a decrease in net interest
income of $2,487,436, combined with an increase in professional fees of
$81,370, partially offset by a decrease in formation, operating, rent and
office expenses of $14,879 and a decrease in state and federal taxes of
$1,028,358.
For the three months ended June 30,
2009,
our net loss of
$110,409 consisted of net interest income of $21,687 less costs attributable to
organization, formation and general and administrative expenses of $183,702 and
a net benefit from federal income taxes of $51,606. For the three months ended June 30,
2008, our net income of $443,724 consisted of interest income of $906,706 less
costs attributable to organization, formation and general and administrative
expenses of $167,646, state taxes of $65,275 and a net provision for federal
income taxes of $230,061.
For the period from July 9, 2007 (date of inception) through June 30,
2009, we had a
net income of $1,869,029, consisting of net
interest income of $4,930,379 less costs attributable to organization,
formation and general and administrative expenses of $1,202,213, state taxes of
$816,301 and a net provision for federal income taxes of $1,042,836.
Through June 30, 2009
we did not engage in any significant operations. Our activities from inception
through June 30, 2009 were to prepare for and consummate our initial
public offering and begin the identification of a suitable business combination
candidate.
13
Table of Contents
Financial
Condition and Liquidity
We consummated our initial public offering of
25,000,000 units on November 20, 2007. Gross proceeds from our initial
public offering were $250,000,000. We paid a total of $7,500,000 in
underwriting discounts and commissions and $705,004 for other costs and
expenses related to the offering. After
deducting the underwriting discounts and commissions and the offering expenses,
the total net proceeds including $5,250,000 from the sale of the sponsor
warrants to us from the offering were $247,044,996, and an amount of
$247,000,000, including $10,000,000 of deferred underwriting commissions, was
deposited into a trust account at JP Morgan Chase Bank, NA, maintained by
Continental Stock Transfer & Trust Company, as trustee. We intend to
use substantially all of the net proceeds of this offering to acquire a target
business, including identifying and evaluating prospective acquisition candidates,
selecting the target business, and structuring, negotiating and consummating
the 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 as well as any other net proceeds not expended will be
used to finance the operations of the target business. We believe we will have
sufficient available funds outside of the trust account to operate through November 14,
2009, assuming that a business combination is not consummated during that time.
The following table reconciles the
amount of net proceeds from our initial public offering and private placement
to the amount held in the trust account at June 30, 2009:
Amounts
placed in Trust Account
|
|
$
|
247,000,000
|
|
Interest
income received
|
|
5,003,944
|
|
Amounts
withdrawn for payment of federal & state taxes
|
|
(2,387,057
|
)
|
Amounts
withdrawn for working capital
|
|
(1,080,900
|
)
|
Total held in Trust Account
|
|
$
|
248,535,987
|
|
We intend to use substantially all of the
funds held in the trust account, less the payment due the underwriter for the
deferred underwriting discount, to acquire a target business. However, as long
as we consummate our initial business combination with one or more target
businesses with a fair market value in excess of 80% of the balance in the
trust account (excluding the amount held in the trust account representing the
underwriters deferred discount), we may use the assets in the trust account
for any purpose we may choose. To the extent that our capital stock or debt is
used in whole or in part as consideration to consummate our initial business
combination, the remaining proceeds held in the trust account will be used as
working capital, including director and officer compensation, change-in-control
payments or payments to affiliates, or to finance the operations of the target
business, make other acquisitions and pursue our growth strategies.
We believe that the funds that were available
to us outside of the trust account of $50,000 and up to $2,750,000 of the
interest earned on the trust account will be sufficient to allow us to operate
through at least November 14, 2009, assuming that our initial business
combination is not consummated during that time. During this period, although
we are not required to, we intend to use these funds to identify and evaluate
prospective acquisition candidates, to perform business due diligence on
prospective target businesses, to travel to and from offices or similar
locations of prospective target businesses, to select the target business to
acquire and to structure, negotiate, and consummate our initial business
combination.
We anticipate that we will incur
approximately $1,300,000 of expenses for legal, accounting and other expenses
attendant to the due diligence investigation, structuring and negotiating of
our initial business combination, $180,000 in the aggregate for the
administrative fee payable to Teleos Management, L.L.C. and LLM Capital
Partners LLC (currently $4,083.15 and $2,722.10, respectively, per month) and
office rent, $100,000 of expenses in legal and accounting fees relating to our
SEC reporting obligations, and $1,220,000 for general working capital that can
be used in connection with our acquisition plans. We do not believe that we
will need to raise additional funds in order to meet the expenditures required
for operating our business. However, we may need to raise additional funds
through an offering of debt or equity securities if funds are required to
consummate a business combination that is presented to us, although we have not
entered into any such arrangements and have no current intention of doing so.
ITEM 3 QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
To date, our efforts have been limited to
organizational activities, 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 the trust account have been invested in short term
investments, our only market risk exposure relates to fluctuations in interest.
14
Table of Contents
As of June 30, 2009, $248,535,987 of the
net proceeds of our initial public offering (excluding $2,616 of accrued
interest) was held in the trust account for the purposes of consummating our
initial business combination. Continental Stock Transfer & Trust
Company, the trustee, has invested the money held in the trust account at
JPMorgan Chase Bank, NA.
We have not engaged in any hedging activities
since our inception on July 9, 2007. 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
The Company maintains disclosure controls and
procedures that are designed to ensure that information required to be
disclosed in our reports filed pursuant to the Securities Exchange Act of 1934,
as amended (Exchange Act), is recorded, processed, summarized and reported
within the time periods specified in the SECs rules, regulations and related
forms, and that such information is accumulated and communicated to our management
on a timely basis to allow decisions regarding required disclosure.
Management, including our chief executive
officer and chief financial officer, has evaluated the effectiveness of the
design and operation of our disclosure controls and procedures (as defined
under Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) as of
June 30, 2009. Based upon that evaluation, management has concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this quarterly report.
During the most recently completed fiscal
quarter, there was no change in our internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
15
Table of Contents
PART II: OTHER INFORMATION
ITEM 1 LEGAL
PROCEEDINGS
None.
ITEM 1A RISK
FACTORS
There has been no material
changes in our risk factors disclosed in our Annual Report on Form 10-K
for the period ended December 31, 2008.
ITEM 2 UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On November 20, 2007, we closed our
initial public offering of 25,000,000 units, with each unit consisting of one
share of our common stock and one warrant, each to purchase one share of our
common stock at an exercise price of $7.50 per share. The units from the
initial public offering were sold at an offering price of $10.00 per unit,
generating total gross proceeds of $250,000,000. Citigroup Global Markets Inc.
acted as the sole bookrunning manager and Ladenburg Thalmann & Co.
Inc. and I-Bankers Securities, Inc. acted as co-managers of the initial
public offering. The securities sold in the offering were registered under the
Securities Act of 1933 on a registration statement on Form S-1 (No. 333-
145110). The SEC declared the registration statement effective on November 14,
2007.
We paid a total of $7,500,000 in underwriting
discounts and commissions and $705,004 for other costs and expenses related to
the offering.
We also consummated the simultaneous private
sale of 5,250,000 warrants at a price of $1.00 per warrant, generating total
proceeds of approximately $5,250,000. The warrants were purchased by Flat Ridge
Investments LLC, LLM Structured Equity Fund L.P., LLM Investors L.P. and
Capital Management Systems, Inc.
The warrants are identical to the Warrants included in the Units sold in
the IPO except that the warrants are exercisable on a cashless basis and, if we
call the warrants for redemption, the warrants will not be redeemable by us so
long as they are held by these purchasers or their permitted transferees. The
purchasers of the warrants have agreed that the warrants will not be sold or
transferred by them until 30 days after we have completed a business
combination.
After
deducting the underwriting discounts and commissions and the offering expenses,
the total net proceeds to us from the offering were $247,044,996, and an amount
of $247,000,000, including $10,000,000 of deferred underwriting commissions,
was deposited into the trust account.
As of June 30, 2009, we have
paid an aggregate of $3,528,434 in expenditures, which have been paid out
of the proceeds of our initial public offering not held in trust, the sale of
shares of common stock to the initial stockholders and our withdrawal of
$3,467,957 of interest earned on the funds held in trust, for the following
purposes:
|
·
|
payment of taxes;
|
|
|
|
|
·
|
payment of premiums associated
with our directors and officers liability insurance;
|
|
|
|
|
·
|
expenses for due diligence and
investigation of prospective target businesses;
|
|
|
|
|
·
|
Legal and accounting fees
relating to our SEC reporting obligations and general corporate matters; and
|
|
|
|
|
·
|
miscellaneous expenses.
|
As of June 30, 2009, after
giving effect to our initial public offering and our operations subsequent
thereto,
$248,535,987 (excluding $2,616 of accrued interest)
was held in the trust account and we had $9,425 of
unrestricted cash available to us for our activities in connection with
identifying and conducting due diligence of a suitable business combination,
and for general corporate matters.
16
Table of Contents
ITEM 5 OTHER
INFORMATION
In
connection with the Amendment, on January 1, 2009, the Company entered
into a lease agreement with Professional Suites at the Galleria, Inc. (Landlord)
under which the Company leases certain office space at 9130 Galleria Court, Suite 318,
Naples, Florida that serves as the Companys new principal place of business (Lease
Agreement). Pursuant to the Lease Agreement, the Company will pay
Landlord rent of $630.70 per month through the lease expiration date of November 30,
2009. The Lease Agreement contains customary terms and conditions for
commercial leases of this nature.
ITEM 6 EXHIBITS
The following exhibits are filed as part of this
Quarterly Report on Form 10-Q:
Exhibit
No.
|
|
Description
|
|
|
|
31.1
|
|
Certification
Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 of the
Principal Executive Officer
|
31.2
|
|
Certification
Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 of the
Principal Financial Officer
|
32.1
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive
Officer
|
32.2
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial
Officer
|
17
Table of Contents
SIGNATURES
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.
|
PROSPECT ACQUISITION CORP.
|
|
|
|
|
Dated: August 7, 2009
|
|
|
/s/ David A. Minella
|
|
David A. Minella
|
|
Chief Executive Officer and Chairman of the Board
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ James J. Cahill
|
|
James J. Cahill
|
|
Chief Financial Officer and Secretary
|
|
(Principal Financial and Accounting Officer)
|
18
Paxson Commun (AMEX:PAX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Paxson Commun (AMEX:PAX)
Historical Stock Chart
From Jul 2023 to Jul 2024