UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) |X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2006 -------------- |_| Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from _____________ to _____________ Commission File Number 000-51150 --------- Aldabra Acquisition Corporation ------------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) Delaware 20-1918691 -------- ---------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) c/o Terrapin Partners, LLC, Rockefeller Center, 620 Fifth Avenue, 3rd Floor --------------------------------------------------------------------------- New York, New York 10020 ------------------------ (Address of Principal Executive Office) (212) 332-3555 -------------- (Issuer's Telephone Number, Including Area Code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_| As of May 15, 2006, 11,200,000 shares of common stock, par value $.0001 per share, were issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes |_| No |X| Page ---- Part I: Financial Information: Item 1 - Condensed Financial Statements (Unaudited): Balance Sheet 3 Statements of Operations 4 Statements of Stockholders' Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7 Item 2 - Management's Discussion and Analysis or Plan of Operation 10 Item 3 - Controls and Procedures 11 Part II. Other Information Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 6 - Exhibits 12 Signatures 13 2 ALDABRA ACQUISITION CORPORATION (A CORPORATION IN THE DEVELOPMENT STAGE) CONDENSED BALANCE SHEET - -------------------------------------------------------------------------------- March 31, 2006 (unaudited) December 31, 2005 - ------------------------------------------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 360,965 $ 735,354 Investments held in Trust Account (Note 1) 51,175,932 50,700,580 Prepaid expenses and other current assets 44,226 22,524 - ------------------------------------------------------------------------------------------------------------------- Total current assets 51,581,123 51,458,458 - ------------------------------------------------------------------------------------------------------------------- Deferred tax asset 276,612 205,612 - ------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 51,857,735 $ 51,664,070 =================================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accrued expenses $ 58,500 $ 46,000 Capital and income taxes payable 44,370 154,149 Deferred Trust income 368,568 273,500 - ------------------------------------------------------------------------------------------------------------------- Total liabilities 471,438 473,649 - ------------------------------------------------------------------------------------------------------------------- Common stock, subject to possible conversion, 1,839,080 shares at conversion value (Note 2) 9,862,266 9,862,266 - ------------------------------------------------------------------------------------------------------------------- COMMITMENT STOCKHOLDERS' EQUITY (NOTES 2, 3 AND 4) Preferred stock, $.0001 par value, Authorized 1,000,000 shares; none issued -- -- Common stock, $.0001 par value Authorized 35,000,000 shares Issued and outstanding 11,200,000 shares 1,120 1,120 (which includes 1,839,080 subject to possible conversion) and 2,000,000 respectively Additional paid-in capital 41,033,303 40,996,589 Income accumulated during the development stage 489,608 330,446 - ------------------------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 41,524,031 41,328,155 - ------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 51,857,735 $ 51,664,070 =================================================================================================================== See Notes to Unaudited Condensed Financial Statements. 3 ALDABRA ACQUISITION CORPORATION (A CORPORATION IN THE DEVELOPMENT STAGE) CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) - -------------------------------------------------------------------------------- For the Period from For the Three For the Three November 22, 2004 Months Ended Months Ended (inception) to March 31, 2006 March 31, 2005 March 31, 2006 - ------------------------------------------------------------------------------------------------------------------------ INCOME: Interest Income $ 391,184 $ 95,557 $ 1,511,326 - --------------------------------------------------------------------------------------------------------------------- EXPENSES: Professional fees 25,878 3,245 248,162 Franchise and capital taxes 10,375 14,702 52,464 Travel 11,341 -- 99,360 Rent and office 31,687 10,446 120,938 Insurance 24,327 7,964 102,907 Other formation and operating costs -- 529 1,625 - --------------------------------------------------------------------------------------------------------------------- TOTAL EXPENSES 103,608 36,886 625,456 INCOME BEFORE TAXES 287,576 58,671 885,870 PROVISION FOR INCOME TAXES 128,414 18,150 396,262 - --------------------------------------------------------------------------------------------------------------------- NET INCOME $ 159,162 $ 40,521 $ 489,608 ===================================================================================================================== NET INCOME PER SHARE BASIC AND DILUTED $ .01 $ .01 $ .05 WEIGHTED AVERAGE SHARES OUTSTANDING 11,200,000 6,288,889 9,563,636 - ------------------------------------------------------------------------------------------------------------------ See Notes to Unaudited Condensed Financial Statements. 4 ALDABRA ACQUISITION CORPORATION (A CORPORATION IN THE DEVELOPMENT STAGE) CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - -------------------------------------------------------------------------------- Income (Deficit) Accumulated During the Common Stock Additional Development Shares Amount paid-in capital Stage Total -------------------------------------------------------------------------------------- Sale of 2,000,000 shares of common 2,000,000 $200 $24,800 $-- $25,000 stock to initial stockholders on November 22, 2004 at $.0125 per share, as adjusted (Note 4) Net Loss for the period -- -- -- (1,100) (1,100) -------------------------------------------------------------------------------------- Balance at December 31, 2004 2,000,000 $200 $24,800 $(1,100) $23,900 Sale of 9,200,000 units, net of 9,200,000 920 50,834,055 -- 50,834,975 underwriters' discount and offering expenses (includes 1,839,080 shares subject to possible conversion) Proceeds subject to possible conversion of 1,839,080 shares -- -- (9,862,266) -- (9,862,266) Net income for the period -- -- -- 331,545 331,545 -------------------------------------------------------------------------------------- Balance, December 31, 2005 11,200,000 $1,120 $40,996,589 $330,446 $41,328,155 -------------------------------------------------------------------------------------- Unaudited: Additional capital contributed -- -- 36,714 -- 36,714 -------------------------------------------------------------------------------------- Net income for the period -- -- -- 159,162 159,162 -------------------------------------------------------------------------------------- Balance, March 31, 2006 11,200,000 $1,120 $41,033,303 $489,608 $41,524,031 ====================================================================================== See Notes to Unaudited Condensed Financial Statements. 5 ALDABRA ACQUISITION CORPORATION (A CORPORATION IN THE DEVELOPMENT STAGE) CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) - -------------------------------------------------------------------------------- For the period from For the Three For the Three November 22, 2004 Months Ended Months Ended (inception) to March 31, 2006 March 31, 2005 March 31, 2006 - --------------------------------------------------------------------------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES Net income $159,162 $40,521 $489,608 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on treasury bills held in Trust (475,352) (119,065) (1,839,932) Increase in deferred tax asset (71,000) -- (276,612) Increase (decrease) in capital and income taxes (109,779) 32,852 44,370 payable Increase in deferred interest 95,068 23,802 368,568 Increase in prepaid expenses (21,702) (100,440) (44,226) Increase (decrease) in accrued expenses 12,500 (1,100) 58,500 - --------------------------------------------------------------------------------------------------------------------------- Net cash used in operating activities (411,103) (123,430) (1,199,724) - --------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Cash placed into Trust Account -- (49,336,000) (49,336,000) - --------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable, stockholders -- -- 70,000 Repayment of notes payable, stockholders -- (70,000) (70,000) Additional capital contributed 36,714 -- 36,714 Proceeds from sale of shares of common stock -- 55,200,000 55,225,000 Payment of costs of public offering -- (4,211,693) (4,365,025) - --------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 36,714 50,918,304 50,896,689 - --------------------------------------------------------------------------------------------------------------------------- NET (DECREASE) INCREASE IN CASH (374,389) 1,458,874 360,965 CASH AT BEGINNING OF THE PERIOD 735,354 11,095 -- - --------------------------------------------------------------------------------------------------------------------------- CASH AT THE END OF THE PERIOD $360,965 $1,469,969 $360,965 =========================================================================================================================== Supplemental Schedule of non-cash financing activity: Accrued costs of public offering $ -- $69,424 $ -- ======== ======= ======== Cash paid during the period for: Income taxes $319,568 $ -- $680,968 ======== ======= ======== See Notes to Unaudited Condensed Financial Statements. 6 ALDABRA ACQUISITION CORPORATION (A CORPORATION IN THE DEVELOPMENT STAGE) NOTES TO UNAUDITED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The financial statements at March 31, 2006 and for the periods ended March 31, 2006 and 2005 are unaudited. In the opinion of management, all adjustments (consisting of normal accruals) have been made that are necessary to present fairly the financial position of Aldabra Acquisition Corporation (the "Company") as of March 31, 2006 and the results of its operations and its cash flow for the periods ended March 31, 2006 and 2005. Operating results for the interim period presented are not necessarily indicative of the results to be expected for a full year. The December 31, 2005 balance sheet is derived from the audited financial statements. The statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements that were included in the Company's Annual Report on Form 10-KSB for the period ended December 31, 2005. The Company was incorporated in November 22, 2004 as a blank check company whose objective is to acquire an operating business. 2. ORGANIZATION AND BUSINESS OPERATIONS The registration statement for the Company's initial public offering ("Offering") was declared effective February 17, 2005. The Company consummated the offering on February 24, 2005 and received net proceeds of approximately $44,139,000 (Note 3). On February 25, 2005, the Company consummated the closing of the over-allotment option and the Company received net proceeds of approximately $6,696,000 (Note 3). The Company's management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a business combination with an operating business ("Business Combination"). An amount of approximately $49,336,000 of the net proceeds was placed in an interest-bearing trust account ("Trust Account") until the earlier of (i) the consummation of a Business Combination or (ii) liquidation of the Company. Under the agreement governing the Trust Account, funds will only be invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with 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. At March 31, 2006, the value of the Trust Account amounted to approximately $51,175,900. The remaining net proceeds (not held in 7 ALDABRA ACQUISITION CORPORATION (A CORPORATION IN THE DEVELOPMENT STAGE) NOTES TO UNAUDITED FINANCIAL STATEMENTS the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 20% 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 Company's stockholders prior to the Offering, including all of the officers and directors of the Company ("Initial Stockholders"), have agreed to vote their 2,000,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company ("Public Stockholders") with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable. With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Account as of two 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 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders. Accordingly, a portion of the net proceeds from the offering (19.99% of the amount originally held in the Trust Account) has been classified as common stock subject to possible conversion in the accompanying March 31, 2006 balance sheet and 19.99% of the related interest earned on the Treasury Bill has been recorded as deferred interest. The Company's Amended and Restated Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Offering, or 24 months from the consummation of the Offering if certain extension criteria have been satisfied. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering (assuming no 8 ALDABRA ACQUISITION CORPORATION (A CORPORATION IN THE DEVELOPMENT STAGE) NOTES TO UNAUDITED FINANCIAL STATEMENTS value is attributed to the Warrants contained in the Units sold in the Offering discussed in Note 3). 3. INITIAL PUBLIC OFFERING On February 24, 2005, the Company sold 8,000,000 units ("Units") in the Offering. On February 25, 2005, the Company sold an additional 1,200,000 Units pursuant to the underwriters' over-allotment option. Each Unit consists of one share of the Company's common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants ("Warrants"). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing after the completion of a Business Combination and expiring on February 16, 2009. The Warrants are redeemable at a price of $.01 per Warrant upon 30 days' notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given. 4. COMMON STOCK On January 27, 2005, the Company's Board of Directors authorized a stock dividend of one share of common stock for each outstanding share of common stock. In addition, on January 27, 2005, the Company's Board of Directors approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock to 35,000,000. All references in the accompanying financial statements to the numbers of shares have been retroactively restated to reflect these transactions. As of March 31, 2006, 18,400,000 shares of common stock were reserved for issuance upon exercise of redeemable warrants. 9 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the Company's Consolidated Financial Statements and footnotes thereto contained in this report. FORWARD LOOKING STATEMENTS The statements discussed in this Report include forward looking statements that involve risks and uncertainties, including the timely delivery and acceptance of the Company's products and the other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. We were formed on November 22, 2004, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. 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. For the three months ended March 31, 2006, we had net income of approximately $159,200, derived from interest income less operating expenses. For the three months ended March 31, 2005, we had net income of approximately $41,000, derived from interest income less operating expenses. For the period from November 22, 2004 (inception) through March 31, 2006, we had net income of approximately $489,600, derived from interest income less operating expenses. We consummated our initial public offering on February 24, 2005. On February 25, 2005, we consummated the closing of an additional 1,200,000 units that were subject to the underwriters' over-allotment option. Gross proceeds from our initial public offering were $55,200,000. We paid a total of approximately $3,864,000 in underwriting discounts and commissions, and approximately $501,000 was paid for costs and expenses related to the offering. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering were approximately $50,835,000, of which approximately $49,336,000 was deposited into the Trust Account (or $5.36 per share sold in the offering). The remaining proceeds are available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. We will 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 February 24, 2007, assuming that a business combination is not consummated during that time. We believe that we have sufficient available funds outside the Trust Account to operate through February 24, 2007, assuming that a business combination is not consummated during that time. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us. Commencing on February 17, 2005 and ending upon the acquisition of a target business, we began incurring a fee from Terrapin Partners LLC, an affiliate of Nathan Leight, our chairman of the board, Jason Weiss, our chief executive officer, Lyla Oyakawa, our vice president of business development, and Robert Plotkin, our chief technology officer, of $7,500 per month for providing us with certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference 10 room, in New York City. In addition, on December 10, 2004, Nathan Leight and Jason Weiss advanced an aggregate of $70,000 to us for payment on our behalf of offering expenses. These loans were repaid following our initial public offering from the proceeds of the offering. ITEM 3. CONTROLS AND PROCEDURES. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2006. His evaluation was carried out with the participation of other members of our management. Based upon their evaluation, he concluded that our disclosure controls and procedures were effective. Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. During the most recently completed fiscal quarter, there has been no significant 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. 11 PART II. OTHER INFORMATION ITEM 4: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On February 24, 2005, we consummated our initial public offering of 8,000,000 Units, with each unit consisting of one share of our common stock and two warrants, each to purchase one share of our common stock at an exercise price of $5.00 per share. On February 25, 2005, we closed on an additional 1,200,000 units that were subject to the underwriters' over-allotment option. The units were sold at an offering price of $6.00 per unit, generating total gross proceeds of $55,200,000. Morgan Joseph & Co. Inc. acted as the sole book running manager and EarlyBirdCapital, Inc. acted as a co-manager. The securities sold in the offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-121610). The Securities and Exchange Commission declared the registration statement effective on February 17, 2005. We paid a total of approximately $3,864,000 in underwriting discounts and commissions, and approximately $501,000 was paid for costs and expenses related to the offering. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering were approximately $50,835,000, of which approximately $49,336,000 was deposited into a Trust Account (or $5.36 per share sold in the offering) and the remaining proceeds are available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. ITEM 5: EXHIBITS (a) Exhibits: 31 - Section 302 Certification by CEO 32 - Section 906 Certification by CEO 12 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. ALDABRA ACQUISITION CORPORATION Dated: May 15, 2006 /s/ Jason Weiss --------------- Jason Weiss Chief Executive Officer 13
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10QSB Filing
Aldabra Acquisition (ALBA) Inactive 10QSB2006 Q1 Quarterly report (small business)
Filed: 15 May 06, 12:00am