-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J61H7CHBYKXFMbnGcJX1Neah8RTybe/kOXwvdUkTCq0ecwU3vtybtaJJNDZJ42pi 1J0+YyeHBwKBZ1XCwzBPMg== 0000950120-96-000180.txt : 19960814 0000950120-96-000180.hdr.sgml : 19960814 ACCESSION NUMBER: 0000950120-96-000180 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INITIAL ACQUISITION CORP CENTRAL INDEX KEY: 0000899394 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133197002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24672 FILM NUMBER: 96611339 BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVE 27TH FLR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123332620 MAIL ADDRESS: STREET 1: 810 SEVENTH AVE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 10-Q 1 2ND QUARTER 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1996...Commission File Number 0-24672 INITIAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 13-3197002 -------------------------------------------------------------------------- (State of other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 810 Seventh Avenue, 27th Floor, New York, NY 10019 -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 333-2620 --------------------------------------------------------------------------- --------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July, 31, 1996 -------------------------------------------------------------------------- Common Stock, par value 833,250 shares $.01 per share INITIAL ACQUISITION CORP. (A CORPORATION IN THE DEVELOPMENTAL STAGE) INDEX Page Number ----------- PART I FINANCIAL INFORMATION Item 1. Financial Statements STATEMENTS OF OPERATIONS - Three Months Ended June 30, 1996 and and June 30, 1995 and Six Months ended June 30, 1996 and June 30, 1995 Period January 1, 1993 to June 30, 1996 1 BALANCE SHEETS - June 30, 1996 and December 31, 1995 2 STATEMENT OF STOCKHOLDERS' EQUITY - Six Months Ended June 30, 1996 3 STATEMENTS OF CASH FLOWS - Six Months ended June 30, 1996 and June 30, 1995 Period January 1, 1993 to June 30, 1996 4 Notes to Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K None INITIAL ACQUISITION CORP. (A CORPORATION IN THE DEVELOPMENTAL STAGE) STATEMENTS OF OPERATIONS 3 Months Ended 3 Months Ended 6 Months Ended June 30, 1995 June 30, 1996 June 30, 1995 -------------- -------------- -------------- Interest income 35,895 84,687 35,895 General and administrative (3,500) (28,722) (5,133) Provision for taxes -- (10,250) -- ------- --------- Net income 32,395 45,715 30,762 ======= ======= ======== Earnings per share $0.06 $0.05 $0.08 ===== ===== ===== Weighted average common shares outstanding 533,250 833,250 383,250 ======= ======= ======== 6 Months Ended Period January 1, 1993 June 30, 1996 June 30, 1996 --------------- ---------------------- Interest income 176,944 $401,249 General and administrative (38,064) (124,032) Provision for taxes (19,650) (71,650) -------- -------- Net income 119,230 $205,567 ======== ======== Earnings per share $0.14 ====== Weighted average common shares outstanding 833,250 ======== See accompanying notes to financial statements INITIAL ACQUISITION CORP. (A CORPORATION IN THE DEVELOPMENT STAGE) BALANCE SHEETS ASSETS June 30, 1996 December 31, 1995 ------------- ----------------- Current Assets: Cash and cash equivalents $ 242,781 $ 305,171 Investment in .S. Treasury Bills 6,383,730 6,213,588 ---------- ----------- Total $6,626,511 $6,518,759 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accrued expenses $ 6,512 $ 37,640 Income taxes payable 71,650 52,000 Preferred stock, $.01 par value-shares authorized 5,000; none issued -- -- Common stock, subject to possible redemption, 89,940 shares at conversion value 956,921 932,316 Common stock, $.01 par value-shares authorized 10,000,000; issued and outstanding 833,250 (which includes 89,940 shares subject to possible conversion) respectively 7,434 7,434 Additional paid-in capital 5,436,065 5,436,065 Earnings accumulated during development stage 147,929 53,304 ---------- ------------ Total $6,626,511 $6,518,759 =========== =========== See accompanying notes to financial statements INITIAL ACQUISITION CORP. (A CORPORATION IN THE DEVELOPMENT STAGE) STATEMENTS OF COMMON STOCK, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, PREFERRED STOCK, ADDITIONAL PAID-IN CAPITAL AND EARNINGS ACCUMULATED DURING THE DEVELOPMENT STAGE Common Stock subject to Common Stock possible redemption ---------------------- ------------------------ Shares Amount Shares Amount ------ ------ ------ ------ Balance at December 31, 1995 743,310 7,434 89,940 932,316 Net Income -- -- -- -- Accretion to redemption value of common stock -- -- -- 24,605 ------- ------ ------ -------- Balance at June 30, 1996 743,310 $7,434 89,940 $956,921 ======== ======= ====== ======== Additional Earnings (deficit) Paid-in accumulated during Capital the development stage ------------------ --------------------- Balance at December 31, 1995 $5,436,065 $ 53,304 Net Income 119,230 Accretion to redemption value of common stock -- (24,605) ---------- ---------- Balance at June 30, 1996 $5,436,065 $147,929 ========== ========== See accompanying notes to financial statements INITIAL ACQUISITION CORP. (A CORPORATION IN THE DEVELOPMENT STAGE) STATEMENTS OF CASH FLOWS 6 Months 6 Months Period Ended Ended January 1, June 30, June 30, 1993 To June 1996 1995 30, 1996 Cash flows from operating -------- --------- ------------ activities: Net income $ 119,230 $ 30,762 $ 205,567 Adjustments to reconcile net income to net cash used in operating activities: (169,651) (34,665) (384,021) Accrued interest income Change in assets and liabilities: Accrued expenses (31,128) 5,000 6,512 Income taxes payable 19,650 (6,000) 71,650 -------- ------- -------- Net cash used in operating activities (61,899) (4,903) (100,292) --------- ------- --------- Cash flows from investing activities: Purchase of US Treasury Bills (6,332,491) (5,999,218) (12,331,709) Proceeds from US Treasury Bills 6,332,000 - 6,332,000 ----------- ---------- ------------ Net Cash used in Investing Activities (491) (5,999,218) (5,999,709) ----------- ---------- ------------ Cash flows from financing activities: Proceeds from sale of common stock - 6,260,457 6,260,457 Net proceeds from public offering - 63,043 82,325 ---------- ---------- ---------- Net cash provided by financing activities - 6,323,500 6,342,782 ---------- ----------- ----------- Net increase (decrease) in cash and cash equivalents (62,390) 319,379 242,781 Cash and cash equivalents, beginning of period 305,171 11,096 - ---------- -------- ---------- Cash and cash equivalents, end of year $ 242,781 $ 330,475 $ 242,781 =========== ========== =========== See accompanying notes to financial statements INITIAL ACQUISITION CORP. (A CORPORATION IN THE DEVELOPMENT STAGE) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The financial statements are presented in accordance with the requirements of Form 10-Q and Regulation 210 of S-X and consequently do not include all of the disclosures normally made in an annual Form 10-K filing. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and footnotes therein included within the Company's Annual Report on Form 10-K for the year ended December 31, 1995. The financial information has been prepared in accordance with the Company's customary accounting practices and has not been audited. In the opinion of management, the information presents all adjustments necessary for a fair statement of interim results. All such adjustments are of a normal and recurring nature. The foregoing interim results are not necessarily indicative of the results of operations to be expected for a full year. 2. INVESTMENTS The Company has invested the majority of the proceeds from the initial public offering in United States Treasury Bills. These treasury bills, which were purchased at a discount, are presented at their accreted cost. The treasury bills mature in August of 1996. ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Initial Acquisition Corp. (the "Company") is a "blank check" or "blind pool" company which was formed on November 18, 1992 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination (a "Business Combination") with an operating business (a "Target Business"). The business objective of the Company is to effect a Business Combination with a Target Business which the Company believes has significant growth potential. To date, the Company has not effected a Business Combination. On May 23 1995 (the "Closing Date"), the Company consummated its initial public offering (the "Offering") of (a) 600,000 units (the "Units"), each Unit consisting of (i) one share of common stock, $.01 par value per share (the "Common Stock"), and (ii) one Class A Common Stock Purchase Warrant (the "Class A Warrants") entitling the holder thereof to purchase one share of Common Stock, and (b) 240,000 Redeemable Class B Unit Purchase Warrants (the "Class B Warrants"), each such Class B Warrant entitling the holder thereof to purchase one Unit. On the Closing Date, the Registrant received net proceeds of $6,330,680 (the "Net Proceeds"), after giving effect to the payment of all underwriting discounts, the underwriters' non-accountable expense allowance and offering expenses. Pursuant to the terms of the Offering, $6 million of the Net Proceeds, representing an amount equal to the gross proceeds from the sale of the Units, was placed in escrow with The Chase Manhattan Bank, N.A., subject to release in accordance with the terms of the Offering. These Net Proceeds have been invested in United States Treasury Bills and Commercial Paper. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (b) None. SIGNATURES ----------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INITIAL ACQUISITION CORP. By: /s/ Salvatore J. Zizza --------------------------- Salvatore J. Zizza Chairman of the Board, President, Chief Executive Officer and Principal Financial Officer Dated: July 31, 1996 EX-27 2 ART. 5 FDS FOR 2ND QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS OF OPERATIONS, BALANCE SHEETS, STATEMENTS OF STOCKHOLDERS' EQUITY AND STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 JUN-30-1996 242,781 6,383,730 0 0 0 6,626,511 0 0 6,626,511 78,162 0 0 0 7,434 6,540,915 6,626,511 0 0 0 0 (28,722) 0 0 55,965 (10,250) 0 0 0 0 45,715 .05 .05
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