10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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| þ |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended March 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934. |
For the transition period from to .
Commission file number 001-33721
INTER-ATLANTIC FINANCIAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
20-8237170
(I.R.S. Employer Identification No.)
400 Madison Ave.
New York, NY 10017
(Address of Principal Executive Offices)
(212) 581-2000
(Registrant’s Telephone Number, Including Area Code)
Indicate by check whether the registrant: (1) filed all reports required to be filed by Section 13
or 15(d) of the
Exchange Act 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 þ 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 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,
or a non-accelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the
Exchange Act. (Check one):
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| Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act):
Yes þ No o
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the
latest practical date: 10,485,300 shares issued and outstanding as of May 12, 2009.
FORWARD-LOOKING STATEMENTS
We believe that some of the information in this document constitutes forward-looking
statements. You can identify these statements by forward-looking words such as “may”, “expect”,
“anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words.
You should read statements that contain these words carefully because they discuss future
expectations; contain information which could impact future results of operations or financial
condition; or state other “forward-looking” information.
We believe it is important to communicate our expectations to the Inter-Atlantic Financial,
Inc. stockholders. However, you should be aware that there are risks, uncertainties and events
that may cause actual results to differ materially from our expectations, including among other
things; negative cash flow and losses; reliance on a limited number of suppliers; continued
compliance with government regulations and changes in government regulations; legislation or
regulatory environments; requirements or changes affecting the industry in which Inter-Atlantic
Financial, Inc. expects to engage; actions by competitors; dependence on key management personnel;
and general economic conditions.
PART I — FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
CONDENSED BALANCE SHEETS
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March 31, 2009 |
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December 31, 2008 |
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(unaudited) |
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| ASSETS |
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Current Assets |
|
|
|
|
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|
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|
Cash and cash equivalents |
|
$ |
35,419 |
|
|
$ |
32,248 |
|
Prepaid insurance |
|
|
|
|
|
|
29,250 |
|
Prepaid income taxes |
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|
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51,061 |
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Total current assets |
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35,419 |
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|
112,559 |
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Other Assets |
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Investments held in Trust Account |
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|
68,530,780 |
|
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|
68,525,418 |
|
Deferred tax asset |
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|
267,000 |
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|
211,000 |
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Total other assets |
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68,797,780 |
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68,736,418 |
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Total assets |
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$ |
68,833,199 |
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$ |
68,848,977 |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
Current Liabilities |
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Accrued expenses |
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$ |
97,315 |
|
|
$ |
20,833 |
|
Income taxes payable |
|
|
|
|
|
|
11,985 |
|
Delaware franchise tax payable |
|
|
20,563 |
|
|
|
32,900 |
|
|
|
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Total current liabilities |
|
|
129,863 |
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|
53,733 |
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Long-term Liabilities |
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Deferred underwriters’ fee |
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|
1,928,707 |
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|
1,928,707 |
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Common stock, subject to possible conversion,
2,582,229 shares at conversion value,
approximately $7.96 per share |
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|
20,547,927 |
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20,547,927 |
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Total liabilities |
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22,606,497 |
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22,530,367 |
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Commitment |
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Stockholders’ Equity |
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Preferred stock, $.0001 par value; 1,000,000
shares authorized; none issued |
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Common stock, $.0001 par value, 49,000,000
shares authorized;
10,485,300 issued and outstanding |
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|
1,049 |
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|
1,049 |
|
Additional paid-in capital |
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|
45,727,725 |
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45,727,725 |
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Retained earnings |
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|
497,928 |
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|
589,836 |
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Total stockholders’ equity |
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46,226,702 |
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|
46,318,610 |
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Total liabilities and stockholders’ equity |
|
$ |
68,833,199 |
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|
$ |
68,848,977 |
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See accompanying notes to condensed financial statements.
2
Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Period from |
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For the three |
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For the three |
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January 12, 2007 |
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months ended |
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months ended |
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(inception) through |
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March 31, 2009 |
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March 31, 2008 |
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|
March 31, 2009 |
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Revenue |
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$ |
— |
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$ |
— |
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|
$ |
— |
|
Formation,
transaction and
administrative
costs |
|
|
148,072 |
|
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|
124,013 |
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|
751,433 |
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Loss from operations |
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(148,072 |
) |
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|
(124,013 |
) |
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(751,433 |
) |
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Interest income |
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42,251 |
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411,730 |
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1,693,448 |
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Income (loss)
before provision
for income taxes |
|
|
(105,821 |
) |
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|
287,717 |
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|
942,015 |
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|
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|
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|
|
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Provision for
income taxes
(income tax
benefit) |
|
|
(13,913 |
) |
|
|
111,250 |
|
|
|
444,087 |
|
|
|
|
|
|
|
|
|
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|
Net income (loss) |
|
$ |
(91,908 |
) |
|
$ |
176,467 |
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|
$ |
497,928 |
|
|
|
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Maximum number of
shares subject to
possible
conversion: |
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Approximate
weighted
average
number of shares |
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|
2,582,000 |
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|
2,582,000 |
|
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|
1,718,000 |
|
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Approximate
weighted average
number of common
shares outstanding
(not subject to
possible
conversion): |
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|
|
|
|
|
|
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Basic |
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|
7,903,000 |
|
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|
7,903,000 |
|
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|
5,885,000 |
|
|
|
|
|
|
|
|
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Diluted |
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|
11,881,000 |
|
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|
11,657,000 |
|
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8,427,000 |
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Income (loss) per
common share not
subject to possible
conversion: |
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Basic |
|
$ |
(0.01 |
) |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
(0.01 |
) |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
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|
Income (loss)per
common share
subject to possible
conversion: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
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|
Diluted |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed financial statements.
3
Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Period from January 12, 2007 (inception) through March 31, 2009
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Additional |
|
|
|
|
|
|
Total |
|
| |
|
Common Stock |
|
|
Paid-in- |
|
|
Retained |
|
|
Stockholders’ |
|
| |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Equity |
|
Balances at January 12, 2007 (inception) |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Issuance of common stock to founders on
January 12, 2007 at approximately $.01
per share |
|
|
1,875,000 |
|
|
|
188 |
|
|
|
24,812 |
|
|
|
|
|
|
|
25,000 |
|
Issuance of warrants in private placement |
|
|
|
|
|
|
|
|
|
|
2,300,000 |
|
|
|
|
|
|
|
2,300,000 |
|
Sale of 8,610,300 units (including the
1,110,300 units pursuance to the
over-allotment option) at a price of
$8.00 per unit, net of underwriters’
discount and offering expenses
(including 2,582,229 shares subject to
possible conversion) |
|
|
8,610,300 |
|
|
|
861 |
|
|
|
63,950,740 |
|
|
|
|
|
|
|
63,951,601 |
|
Reclassification of common stock subject
to possible conversion, 2,582,229 shares |
|
|
|
|
|
|
|
|
|
|
(20,547,927 |
) |
|
|
|
|
|
|
(20,547,927 |
) |
Issuance of underwriters’ purchase option |
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
100 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
266,715 |
|
|
|
266,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2007 |
|
|
10,485,300 |
|
|
$ |
1,049 |
|
|
$ |
45,727,725 |
|
|
$ |
266,715 |
|
|
$ |
45,995,489 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
323,121 |
|
|
|
323,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2008 |
|
|
10,485,300 |
|
|
$ |
1,049 |
|
|
$ |
45,727,725 |
|
|
$ |
589,836 |
|
|
$ |
46,318,610 |
|
Net loss (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(91,908 |
) |
|
|
(91,908 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at March 31, 2009 (unaudited) |
|
|
10,485,300 |
|
|
$ |
1,049 |
|
|
$ |
45,727,725 |
|
|
$ |
497,928 |
|
|
$ |
46,226,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed financial statements.
4
Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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| |
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| |
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|
|
|
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|
For the Period from |
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For the three |
|
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For the three |
|
|
January 12, 2007 |
|
| |
|
months ended |
|
|
months ended |
|
|
(inception) through |
|
| |
|
March 31, 2009 |
|
|
March 31, 2008 |
|
|
March 31, 2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(91,908 |
) |
|
$ |
176,467 |
|
|
$ |
497,928 |
|
Adjustment to reconcile net income (loss) to net
cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax benefit |
|
|
(56,000 |
) |
|
|
(55,000 |
) |
|
|
(267,000 |
) |
Increase (decrease) in cash attributable to
changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid insurance |
|
|
29,250 |
|
|
|
29,250 |
|
|
|
|
|
Prepaid income taxes |
|
|
51,061 |
|
|
|
|
|
|
|
|
|
Accrued expenses |
|
|
76,482 |
|
|
|
692 |
|
|
|
97,315 |
|
Income taxes payable |
|
|
11,985 |
|
|
|
(88,000 |
) |
|
|
11,985 |
|
Delaware franchise tax payable |
|
|
(12,337 |
) |
|
|
(25,997 |
) |
|
|
20,563 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
8,533 |
|
|
|
37,412 |
|
|
|
360,791 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Principal deposited in Trust Account |
|
|
|
|
|
|
|
|
|
|
(68,516,028 |
) |
Interest reinvested in Trust Account |
|
|
(42,241 |
) |
|
|
(411,657 |
) |
|
|
(1,693,132 |
) |
Redemptions from Trust Account |
|
|
36,879 |
|
|
|
525,499 |
|
|
|
1,678,380 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(5,362 |
) |
|
|
113,841 |
|
|
|
(68,530,780 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock to founders |
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Proceeds from notes payable, affiliate |
|
|
|
|
|
|
|
|
|
|
250,000 |
|
Proceeds of public offering |
|
|
|
|
|
|
|
|
|
|
68,882,400 |
|
Proceeds from issuance of warrants in private
placement |
|
|
|
|
|
|
|
|
|
|
2,300,000 |
|
Proceeds from issuance of underwriters’ purchase
option |
|
|
|
|
|
|
|
|
|
|
100 |
|
Repayment of notes payable, affiliate |
|
|
|
|
|
|
|
|
|
|
(250,000 |
) |
Payments of offering costs and underwriters’ fees |
|
|
|
|
|
|
(146,755 |
) |
|
|
(3,002,092 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
(146,755 |
) |
|
|
68,205,408 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
3,171 |
|
|
|
4,498 |
|
|
|
35,419 |
|
Cash and cash equivalents, beginning of period |
|
|
32,248 |
|
|
|
6,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
35,419 |
|
|
$ |
11,465 |
|
|
$ |
35,419 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental schedule of cash flow information,
cash paid during the period for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
5,663 |
|
|
$ |
254,250 |
|
|
$ |
725,773 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash financing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriters’ fees |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,928,707 |
|
Common stock issued in the public offering
reclassified to mezzanine debt for common stock
subject to possible conversion |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
20,547,927 |
|
See accompanying notes to condensed financial statements.
5
Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
Notes to Condensed Financial Statements
NOTE A—BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared by the Company
and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the
opinion of management, necessary for a fair presentation of the financial position as of March 31,
2009 and the financial results for the three months ended March 31, 2009, the three months ended
March 31, 2008 and the period from January 12, 2007 (inception) to March 31, 2009, in accordance
with accounting principles generally accepted in the United States of America for interim financial
statements and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X.
Certain information and footnote disclosures normally included in the Company’s annual audited
financial statements have been condensed or omitted pursuant to such rules and regulations. The
balance sheet as of December 31, 2008, as presented herein, was derived from the Company’s audited
financial statements but does not include all disclosures required by generally accepted accounting
principles. The results of operations for the three months ended March 31, 2009 are not
necessarily indicative of the results of operations to be expected for a full fiscal year. These
interim unaudited financial statements should be read in conjunction with the financial statements
for the period from January 12, 2007 (inception) to December 31, 2008, which are included in the
Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
NOTE B—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Inter-Atlantic Financial, Inc. (a corporation in the development stage) (the “Company”) was
incorporated under the laws of the State of Delaware on January 12, 2007. The Company was formed
to acquire an operating business through a merger, capital stock exchange, asset acquisition, stock
purchase or other similar business combination. The Company has neither engaged in any operations,
other than analysis and development activities associated with investigation of prospective target
businesses, nor generated revenue to date, with the exception of interest income, including
interest income earned on cash equivalents held in a trust account (described below). The Company
is considered to be in the development stage as defined in Statement of Financial Accounting
Standards (“SFAS”) No. 7, “Accounting and Reporting By Development Stage Enterprises,” and is
subject to the risks associated with activities of development stage companies. The Company
selected December 31st as its fiscal year-end. All activity for the period from January
12, 2007 (inception) through March 31, 2009 relates to the Company’s formation, capital raising
activities, and consummating a business combination.
6
The registration statement for the Company’s initial public offering (the “Offering”) was
declared effective on October 2, 2007. The Company consummated the Offering on October 9, 2007 and
the underwriters for the Offering (the “Underwriters”) exercised a portion of their over-allotment
option on October 16, 2007 (Note D). The Company’s management has broad discretion with respect to
the specific application of the net proceeds of the Offering and the over-allotment option
exercise, although substantially all of the net proceeds of the Offering and the over-allotment
option exercise are intended to be applied toward consummating a business
combination with (or acquisition of) an operating business (“Business Combination”). There is
no assurance that the Company will be able to successfully affect a Business Combination. Upon the
consummation of the Offering and over-allotment exercise, approximately 99.5% of the gross
proceeds, after payment of certain amounts to the Underwriters and including $2,300,000 of proceeds
from the sale of 2,300,000 warrants to the Company’s founders at a price of $1.00 per warrant in a
pre-offering private placement immediately prior to the Offering, was placed in a trust account
(“Trust Account”) and invested in, directly or through money market funds, either short-term
securities issued or guaranteed by the United States government having a rating in the highest
investment category granted thereby by a recognized credit rating agency at the time of acquisition
or short-term tax exempt municipal bonds issued by governmental entities located within the United
States and otherwise meeting the condition under Rule 2a-7 promulgated under the Investment Company
Act of 1940. The proceeds have been and will be held in the Trust Account until the earlier of (i)
the consummation of the Company’s initial Business Combination or (ii) the Company’s dissolution
and liquidation of the Trust Account as described below. Up to $1,100,000 of interest income
earned from the Trust Account, net of taxes payable, will be available 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 30% or more of the
Company’s outstanding common stock, par value $0.0001 per share (the “Common Stock”) (excluding,
for this purpose, those shares of Common Stock issued prior to the Offering) vote against the
Business Combination and exercise their redemption rights described below, the Business Combination
will not be consummated.
Stockholders other than the Founders (as defined below) (“Public Stockholders”) voting against
a Business Combination will be entitled to redeem their shares of Common Stock for a cash amount
equal to a pro rata share of the Trust Account (including the additional 4% fee of the gross
proceeds payable to the Underwriters upon the Company’s consummation of a Business Combination),
including any interest earned (net of taxes payable and the amount distributed to the Company to
fund its working capital requirements) on their pro rata share, if the business combination is
approved and consummated. However, voting against the Business Combination alone will not result
in an election to exercise a stockholder’s redemption rights. A stockholder must also
affirmatively exercise such redemption rights at or prior to the time the Business Combination is
voted upon by the stockholders. Each of the Company’s stockholders prior to the Offering
(collectively, the “Founders”), including all of the directors of the Company, have agreed to vote
its respective shares of Common Stock in accordance with the majority of the shares of Common Stock
voted by the Public Stockholders. Accordingly, Public Stockholders holding up to 29.99% of the
aggregate number of shares owned by all Public Stockholders may seek redemption 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 the Founders.
Accordingly, a portion of the net proceeds from the Offering and over-allotment exercise (29.99% of
the amount held in the Trust Account) has been classified as Common Stock subject to possible
redemption in the accompanying balance sheets.
7
In the event that the Company does not consummate a Business Combination by October 9, 2009,
the proceeds held in the Trust Account will be distributed to the Company’s
stockholders, excluding the Founders to the extent of their initial stock holdings. The
mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going
concern.
NOTE C—SUMMARY OF SELECTIVE SIGNIFICANT ACCOUNTING POLICIES
Earnings (Loss) Per Share:
Income (loss) per common share is based on the weighted average number of common shares
outstanding. The Company complies with the accounting and disclosure requirements of Statement of
Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share,” which requires dual
presentation of basic and diluted earnings (loss) per share on the face of the statement of
operations. Basic income (loss) per share excludes dilution and is computed by dividing net income
(loss) by the weighted average number of common shares outstanding for the period. Diluted income
(loss) per common share reflects the potential dilution that could occur if securities or other
contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the
issuance of Common Stock by the Company.
The Company’s statements of operations includes a presentation of earnings per share for
common stock subject to possible conversion in a manner similar to the two-class method of earnings
per share in accordance with Emerging Issue Task Force (“EITF”), Topic No. D-98 “Classification and
Measurement of Redeemable Securities.” Basic and diluted income (loss) per common share amounts
for the maximum number of shares subject to possible conversion are calculated by dividing the net
interest income attributable to Common Shares subject to conversion ($0 for all periods presented)
by the weighted average number of common shares subject to possible conversion. Basic and diluted
net income (loss) per share amount for the shares outstanding not subject to possible redemption is
calculated by dividing the net income (loss) exclusive of the net interest income attributable to
common shares subject to redemption by the weighted average number of shares not subject to
possible redemption. For the periods from January 12, 2007 (inception) to March 31, 2009, and the
three month periods ended March 31, 2009 and 2008, the Company had dilutive securities in the form
of 11,435,300 warrants, including 525,000 warrants as part of the underwriters purchase option, and
525,000 shares of common stock also as part of the underwriters purchase option, which resulted in
approximately 3,295,000, 3,453,000, and 3,244,000 incremental common shares, respectively, using
the treasury stock method, based on the assumed conversion of the warrants. The incremental shares
are added to the weighted average number of common shares outstanding (not subject to possible
conversion), used in the calculation of diluted income (loss) per share. For the three months
ended March 31, 2009, the Company reported a net loss and, as a result, diluted loss per common
share is equal to basic loss per common share as any potentially dilutive shares would become
anti-dilutive.
Concentration of Credit Risk:
Financial instruments that potentially subject the Company to concentrations of credit risk
consist of cash accounts in a financial institution, which at times, exceeds the Federal depository
insurance coverage of $250,000 as of March 31, 2009. The Company has not experienced losses on
these accounts and management believes the Company is not exposed to significant risks on such
accounts.
8
Use of estimates:
The preparation of condensed interim financial statements in conformity with generally
accepted accounting principles in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the condensed interim financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Income tax:
The Company complies with SFAS No. 109, “Accounting for Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax
assets and liabilities are computed for differences between the financial statement and tax bases
of assets and liabilities that will result in future taxable or deductible amounts, based on
enacted tax laws and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized.
The Company also complies with the provisions of the Financial Accounting Standards
Interpretation No. 48 “Accounting for Uncertainty in Income taxes” (“FIN 48”). FIN 48 prescribes a
recognition threshold and measurements process for recording in the financial statements uncertain
tax positions taken or expected to be taken in a tax return. FIN 48 also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim periods, disclosures
and transitions. The Company adopted FIN 48 effective January 12, 2007 and has determined that the
adoption did not have an impact on the Company’s financial position, results of operations, or cash
flows.
Newly Adopted Accounting Pronouncements:
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS
141R”). SFAS 141R establishes principles and requirements for how the acquirer in a business
combination recognizes and measures in its financial statements the fair value of identifiable
assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at the
acquisition date. SFAS 141R determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination.
Acquisition cost associated with the business combination will generally be expensed as incurred.
SFAS 141(R) is effective for business combinations occurring in fiscal years beginning after
December 15, 2008, which will require the Company to adopt these provisions for business
combinations occurring in fiscal 2009 and thereafter. The Company adopted SFAS 141(R) effective
January 1, 2009 and has determined that the adoption did not have an impact on the Company’s
financial position, results of operations, or cash flows.
9
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated
Financial Statements” (“SFAS 160”), an amendment of Accounting Research Bulletin No. 51,
“Consolidated Financial Statements” (“ARB 51”). SFAS 160 establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Minority interests will be recharacterized as noncontrolling interests and will be
reported as a component of equity separate from the parent’s equity, and
purchases or sales of equity interests that do not result in a change in control will be
accounted for as equity transactions. In addition, net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income statement and upon a
loss of control, the interest sold, as well as any interest retained, will be recorded at fair
value with any gain or loss recognized in earnings. This pronouncement is effective for fiscal
years beginning after December 15, 2008. The Company has adopted SFAS 160 effective January 1, 2009
and has determined that the adoption did not have an impact on its financial position, results of
operations, or cash flows.
In October 2008, the FASB issued FASB Staff Position (“FSP”) FAS 157-3, Determining the Fair
Value of a Financial Asset When the Market for That Asset Is Not
Active”. The FSP clarifies the
application of FASB Statement No. 157, “Fair Value
Measurements”, in a market that is not active
and provides an example to illustrate key considerations in determining the fair value of a
financial asset when the market for that financial asset is not active. The FSP is effective
October 10, 2008, and for prior periods for which financial statements have not been issued.
Revisions resulting from a change in the valuation technique or its application should be accounted
for as a change in accounting estimate following the guidance in FASB Statement No. 154,
“Accounting Changes and Error Corrections”. However, the disclosure provisions in Statement 154
for a change in accounting estimate are not required for revisions resulting from a change in
valuation technique or its application. The application of FSP 157-3 did not have any impact on
the Company’s financial statements.
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.
Redeemable Common Stock:
The Company accounts for redeemable common stock in accordance with EITF Topic No. D-98
“Classification and Measurement of Redeemable Securities”. Securities that are redeemable for cash
or other assets are classified outside of permanent equity if they are redeemable at the option of
the holder. In addition, if the redemption causes a redemption event, the redeemable securities
should not be classified outside of permanent equity. As discussed in Note B, the Business
Combination will only be consummated if a majority of the shares of common stock voted by the
Public Stockholders are voted in favor of the Business Combination and Public Stockholders holding
less than 30% of common shares sold in the Offering and over-allotment exercise their conversion
rights. As further discussed in Note B, if a Business Combination is not consummated by October 9,
2009, the Company will liquidate. Accordingly, 2,582,229 shares of common stock have been
classified outside of permanent equity at redemption value. The Company recognizes changes in the
redemption value immediately as they occur and adjusts the carrying value of the redeemable common
stock to equal its redemption value at the end of each reporting period. The initial per share
redemption price was $7.99 immediately following the Offering. The redemption price was reduced to
$7.96 after the consummation of the over-allotment option and remains at $7.96 as of March 31,
2009.
10
Holders of common stock issued in the Offering have the opportunity and right to redeem their
shares at the conversion price at anytime the Company seeks stockholder approval of any Business
Combination. The conversion price is determined by the amounts held in the Trust Account (i.e.,
the amounts initially placed in the Trust Account from the Offering, the over-
allotment and sale of founders’ warrants plus accrued interest, net of taxes) divided by the
number of Units issued in the Offering and over-allotment. This redemption feature lapses upon the
approval of the Business Combination.
Cash and Cash Equivalents:
The Company considers all highly-liquid investments purchased with an original maturity of
three months or less to be cash equivalents. The Company also considers amounts held in money
market accounts to be cash equivalents.
Fair Value of Financial Instruments:
The carrying amounts reflected in the condensed balance sheets for other current assets and
accrued expenses approximate fair value due to their short-term maturities.
NOTE D—INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT OPTION EXERCISE
On October 9, 2007, the Company completed its initial public offering (the “IPO”) of 7,500,000
Units. Each Unit consists of one share of the Company’s common stock and one warrant entitling the
holder to purchase one share of the Company’s Common Stock at a price of $4.50. The public offering
price of each Unit was $8.00 and the Company generated gross proceeds of $60,000,000 in the IPO. On
October 16, 2007, the Company consummated the closing of 1,110,300 Units pursuant to the
underwriters’ over-allotment option which generated gross proceeds of $8,882,400. Of the
$68,882,400 in gross proceeds from the IPO and the exercise of the over-allotment option: (i) the
Company deposited $66,215,928 into a trust account maintained by American Stock Transfer & Trust
Company, as trustee, which proceeds were invested in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act of 1940, and included $2,755,296 of
contingent underwriting discount; (ii) the underwriters received $2,066,472 as underwriting
discount (excluding the contingent underwriting discount); and (iii) the Company retained
approximately $600,000 for offering expenses and working capital. In addition, the Company
deposited into the trust account $2,300,000 that was received from the issuance and sale of an
aggregate of 2,100,000 warrants to the Company’s executive officers and directors and 200,000
warrants to one of the Company’s stockholders.
Each warrant will entitle the holder to purchase from the Company one share of common stock at
an exercise price of $4.50 commencing on the later of (a) October 2, 2008 or (b) the completion of
a Business Combination with a target business, and will expire October 2, 2011. The warrants will
be redeemable at a price of $0.01 per warrant upon 30 days prior notice after the warrants become
exercisable only in the event that the last sale price of the common stock is at least $11.50 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 notice of redemption is given. If the Company is unable to deliver registered
shares of common stock to the holder upon exercise of the warrants during the exercise period,
there will be no cash settlement of the warrants.
11
NOTE E—TRUST ACCOUNT
The Company’s restricted investments held in the Trust Account at March 31, 2009 are currently
invested in money market funds guaranteed by the U.S. Treasury. The Company recognized interest
income of approximately $42,000, $412,000 and $1,693,000 on investments held in trust for the three
months ended March 31, 2009, the three months ended March 31, 2008 and the period from January 12,
2007 (inception) to March 31, 2009, respectively. Under the Trust Account agreement, up to
$1,100,000 of the interest earned on the Trust Account (net of taxes) can be used for the Company’s
operating activities. As of March 31, 2009, the balance in the Trust Account was approximately
$68,531,000, which included approximately $1,693,000 of interest earned, net of approximately
$1,678,000 disbursed from inception to March 31, 2009. Of the approximately $1,678,000 disbursed
from inception to March 31, 2009, approximately $774,000 was for tax payments and approximately
$904,000 was for operating activities and offering costs.
NOTE F—RELATED PARTY TRANSACTIONS
The Company presently occupies office space provided by Inter-Atlantic Management Services,
LLC (“IAMS, LLC”). IAMS, LLC has agreed that, until the acquisition of a target business by the
Company, it will make such office space, as well as certain office and secretarial services,
available to the Company, as may be required by the Company from time to time. Commencing in
October 2007, the Company agreed to pay IAMS, LLC $7,500 per month for such services. For the
period January 12, 2007 (inception) through March 31, 2009, the Company incurred $135,000 related
to this arrangement, of which $15,000 is included in accrued expenses in the accompanying March 31,
2009 balance sheet.
NOTE G—COMMITMENT
The Company paid an underwriters fee of 3% of the gross proceeds of the Offering (or
$2,066,472) at the closing of the Offering, with an additional 4% fee of the gross Offering
proceeds (or $2,755,296) payable upon the consummation of a Business Combination. Public
Stockholders that vote against the Business Combination and elect to redeem their shares to cash
will be entitled to receive their pro rata portions of the $2,755,296 held in the Trust Account.
Accordingly, the deferred underwriters’ fee reflected in the accompanying March 31, 2009 balance
sheet excludes $826,589 of deferred underwriters’ fee that is subject to forfeiture in the event of
a 29.99% redemption.
NOTE H—FAIR VALUE MEASUREMENTS
Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurement”, for its
financial assets and liabilities that are re-measured and reported at fair value at each reporting
period, and non-financial assets and liabilities that are re-measured and reported at fair value at
least annually. In accordance with the provisions of FSP No. FAS 157-2, “Effective Date of FASB
Statement No. 157”, the Company has elected to defer implementation of SFAS 157 as it relates to
its non-financial assets and non-financial liabilities that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis until January 1, 2009. The Company is
evaluating the impact, if any, this standard will have on its non-financial assets and liabilities.
12
The adoption of SFAS 157 to the Company’s financial assets and liabilities did not have an
impact on the Company’s financial results.
The following table presents information about the Company’s assets and liabilities that are
measured at fair value on a recurring basis as of March 31, 2009, and indicates the fair value
hierarchy of the valuation techniques the Company utilized to determine such fair value. In
general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active
markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data
points that are observable such as quoted prices, interest rates and yield curves. Fair values
determined by Level 3 inputs are unobservable data points for the asset or liability, and includes
situations where there is little, if any, market activity for the asset or liability (in
thousands):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Quoted |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Prices in |
|
|
|
|
|
|
Significant |
|
| |
|
March 31, |
|
|
Active |
|
|
Significant Other |
|
|
Unobservable |
|
| |
|
2009 |
|
|
Markets |
|
|
Observable |
|
|
Inputs |
|
| Description |
|
(unaudited) |
|
|
(Level 1) |
|
|
Inputs (Level 2) |
|
|
(Level 3 ) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account |
|
$ |
68,530 |
|
|
$ |
68,530 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Quoted |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Prices in |
|
|
|
|
|
|
Significant |
|
| |
|
March 31, |
|
|
Active |
|
|
Significant Other |
|
|
Unobservable |
|
| |
|
2008 |
|
|
Markets |
|
|
Observable |
|
|
Inputs |
|
| Description |
|
(unaudited) |
|
|
(Level 1) |
|
|
Inputs (Level 2) |
|
|
(Level 3 ) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account |
|
$ |
68,612 |
|
|
$ |
68,612 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of the Company’s cash equivalents and cash equivalents held in the Trust
Account are determined through market, observable and corroborated sources.
NOTE I—SUBSEQUENT EVENTS
On
April 23, 2009, subsequent to the close of the quarter, the
Company signed and announced a definitive acquisition agreement
in an all-stock transaction with Patriot Risk Management, Inc., a leader in specialty workers’
compensation risk management services. The closing of this transaction is subject to shareholder
approval and other closing conditions. For more information on this
transaction, please refer to the Form 8-K which was filed by the Company on April 27, 2009.
In
addition, on April 2, 2009 the Company drew down $150,000
through a line of credit made available by IAMS
LLC, an affiliate of certain of the Company’s officers and directors. This advance bears interest
at the federal funds interest rate and is repayable on the earlier of the date on which the Company
consummates a Business Combination or October 9, 2009.
13
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Inter-Atlantic Financial, Inc. is a blank check company formed on January 12, 2007, for the
purpose of acquiring, through a merger, a capital stock exchange, asset acquisition, stock purchase
or other similar business combination of an unidentified domestic and/or foreign operating business
in the financial services industry or businesses deriving a majority of their revenues from
providing services to financial services companies, including for example, payment processing
companies and technology providers.
On
April 23, 2009, subsequent to the close of the quarter, the
Company signed and announced a definitive acquisition agreement
in an all-stock transaction with Patriot Risk Management, Inc., a leader in specialty workers’
compensation risk management services. The closing of this transaction is subject to shareholder
approval and other closing conditions. For more information on this
transaction, please refer to the Form 8-K which was filed by the Company on April 27, 2009.
On October 9, 2007, we completed our initial public offering (“IPO”) of 7,500,000 Units. Each
Unit consists of one share of our common stock, par value $0.0001 per share, (the “Common Stock”)
and one warrant entitling the holder to purchase one share of our Common Stock at a price of $4.50.
The public offering price of each Unit was $8.00, and we generated gross proceeds of $60,000,000
in the IPO. On October 16, 2007, we consummated the closing of 1,110,300 Units pursuant to the
underwriters’ over-allotment option which generated gross proceeds of $8,882,400. Of the
$68,882,400 in gross proceeds from the IPO and the exercise of the over-allotment option: (i) we
deposited $66,215,928 into a trust account maintained by American Stock Transfer & Trust Company,
as trustee, which proceeds were invested in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, and included $2,755,296 of
contingent underwriting discount; (ii) the underwriters received $2,066,472 as underwriting
discount (excluding the contingent underwriting discount); and (iii) we retained approximately
$600,000 for offering expenses. In addition, we deposited into the trust account $2,300,000 that
we received from the issuance and sale of an aggregate of 2,100,000 warrants to our executive
officers and directors and 200,000 warrants to one of our stockholders.
Our trust account is invested in a money market fund that invests in short-term US Treasury
securities. The decline in short-term interest rates since our IPO has decreased the interest
income generated by the funds held in trust. As a result, our expectation of future interest
income is significantly lower than anticipated at the time of our IPO. As of March 31, 2009, the
funds held in trust earned interest at an annual interest rate of 0.20%, based on a 7-day average
yield.
We intend to utilize cash (derived from the proceeds of the IPO, overallotment, and
pre-offering private placement of the founders’ warrants), our capital stock, debt or a combination
of cash, capital stock and debt, in effecting a business combination. The issuance of additional
capital stock, including upon conversion of any convertible debt securities we may issue, or the
incurrence of debt could have material consequences on our business and financial condition. The
issuance of additional shares of our capital stock (including upon conversion of convertible debt
securities):
| |
• |
|
may significantly reduce the equity interest of our stockholders; |
| |
| |
• |
|
will likely cause a change in control if a substantial number of our shares of
common stock are issued, which may affect, among other things, our ability to use
our net operating loss carry forwards, if any, and may also result in the
resignation or removal of one or more of our present officers and directors; and |
| |
| |
• |
|
may adversely affect prevailing market prices for our common stock. |
14
Similarly, if we issued debt securities, it could result in:
| |
• |
|
default and foreclosure on our assets if our operating revenues after a business
combination were insufficient to pay our debt obligations; |
| |
| |
• |
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acceleration of our obligations to repay the indebtedness even if we have made all
principal and interest payments when due if the debt security contained covenants that
required the maintenance of certain financial ratios or reserves and any such covenant
were breached without a waiver or renegotiation of that covenant; our immediate payment
of all principal and accrued interest, if any, if the debt security was payable on
demand; and |
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• |
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our inability to obtain additional financing, if necessary, if the debt security
contained covenants restricting our ability to obtain additional financing while such
security was outstanding. |
We may 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 a business combination with one or more target acquisitions with a fair market
value equal to at least 80% of our net assets (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 a business combination, the remaining proceeds from 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.
As indicated in the accompanying financial statements, at March 31, 2009, we had $35,419 in
cash plus an additional $14,752 available from interest income earned on the trust property which
had not been withdrawn as of March 31, 2009. Further, we have incurred and expect to continue to
incur costs in pursuit of our financing and acquisition plans. We cannot assure you that our plan
to consummate a business combination will be successful.
For the period from January 12, 2007 (inception) through March 31, 2009, we had net income of
$497,928, attributable to interest income of $1,693,448 offset by operating costs of $751,433 and
income taxes of $444,087. For the three months ended March 31, 2009, we had a net loss of
$91,908, attributable to interest income of $42,251 offset by operating costs of $148,072 and an
income tax benefit of $13,913. We have neither engaged in any operations nor generated any
operating revenues to date, other than in connection with our initial public offering. Our entire
activity since inception has been to prepare for and consummate our initial public offering and to
identify and investigate targets for a business combination. We will not generate any operating
revenues until consummation of a business combination. We will generate non-operating income in
the form of interest income on cash and cash equivalents held in Trust Account.
15
We will use substantially all of the net proceeds of the IPO, the overallotment, the
pre-offering private placement of the founders’ warrants, as well as interest on the funds in our
trust account released to us including those funds held in trust, to acquire a target business,
including identifying and evaluating prospective acquisition candidates, selecting the target
business, and structuring, negotiating and consummating the business combination. The proceeds
held in our trust account (exclusive of any funds held for the benefit of the underwriters or used
to pay public stockholders who have exercised their redemption rights) may be used as consideration
to pay the sellers of a target business with which we ultimately complete a business combination
or, if there is insufficient funds not held in trust, to pay other expenses relating to such
transaction such as reimbursement to insiders for out-of-pocket expenses, third party due diligence
expenses or potential finders fees, in each case only upon the consummation of a business
combination. Any amounts not paid as consideration to the sellers of the target business may be
used to finance operations of the target business or to effect other acquisitions, as determined by
our board of directors at that time. To the extent our capital stock is used in whole or in part
as consideration to effect a business combination, the proceeds held in our trust account as well
as any other net proceeds not expended will be released to us and will be used to finance the
operations of the target business.
At March 31, 2009, we had cash outside of the trust account of $35,419, cash held in the trust
account of $68,530,780, a $267,000 deferred tax asset, accrued expenses of $97,315, Delaware
franchise tax payable of $20,563 and total liabilities of $22,606,497 (which includes $20,547,927
of common stock which is subject to possible redemption and $1,928,707 of deferred underwriters’
fees). We believe that we have funds sufficient to allow us to operate at least until October 9,
2009, including (i) the unused portion of $1,100,000 of the interest earned on funds in our trust
account (net of taxes payable) which will be released to us, and (ii) up to $500,000 from the
Company’s limited recourse revolving line of credit which will be repayable prior to the
consummation of the business combination solely from the $1,100,000 of interest earned on the trust
account which is available for working capital, assuming that a business combination is not
consummated during that time. Up to $1,100,000 of the interest earned on our trust account (net of
taxes payable) is being released to us to fund our working capital requirements and is available to
fund the costs associated with such plan of dissolution and liquidation (which we currently
estimate to be between $50,000 and $75,000) if we do not consummate a business combination. The
rate of interest earned on our trust account has decreased since our IPO and will fluctuate through
the duration of our trust account, therefore the interest that will accrue on our trust account
during the time it will take to identify a target and complete an acquisition may not be sufficient
to fund our working capital requirements.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
Our primary exposure to market risk is interest income sensitivity, which is affected by
changes in the general level of U.S. interest rates, including recent reductions instituted by the
US Federal Reserve Bank, particularly because the majority of our investments held in the trust
account are in rate sensitive short-term marketable securities. Due to the nature of our short-term
investments, we believe that we are not subject to any material market risk exposure other than
interest rate fluctuations. We do not have any foreign currency or other derivative financial
instruments.
16
Item 4.
Controls and Procedures.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of March 31, 2009,
the end of the quarter covered by this report, the Company carried out an evaluation under the
supervision and with the participation of the Company’s management, including the Company’s Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures. In designing and evaluating the Company’s
disclosure controls and procedures, the Company and its management recognize that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and the Company’s management necessarily was required to
apply its judgment in evaluating and implementing possible controls and procedures. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures were effective at the reasonable assurance level to
ensure that information required to be disclosed by the Company in the reports it files or submits
under the Exchange Act is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure, and is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission’s rules and forms.
There has not been any change in our internal control over financial reporting during the
quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
The Company received notice from the NYSE Amex, LLC (“Exchange”) on February 10, 2009,
indicating that it was not in compliance with Section 704 of the NYSE Amex Company Guide (the
“Company Guide”) because the Company did not hold an annual meeting of its stockholders during the
year ended December 31, 2008. The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on March 9, 2009 presented its plan to the Exchange. On May 4, 2009
the Exchange notified the Company that it accepted the
Company’s plan of compliance and granted the Company an extension until August 11, 2009 to
regain compliance with the continued listing standards.
17
Item 6. Exhibits.
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| Exhibit |
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| Number |
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Exhibit Description |
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31.1 |
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Certification by Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 |
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Certification by Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 |
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Certification by Principal Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted to Section 906 of the
Sarbanes-Oxley Act of 2002 |
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32.2 |
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Certification by Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 |
18
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.
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INTER-ATLANTIC FINANCIAL, INC.
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By: |
/s/ Andrew S. Lerner
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Name: |
Andrew S. Lerner |
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Title: |
Chief Executive Officer |
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19
EXHIBIT INDEX
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| Exhibit |
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| Number |
|
Description |
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31.1 |
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Certification by Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
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|
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31.2 |
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Certification by Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 |
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|
Certification by Principal Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted to Section 906 of the
Sarbanes-Oxley Act of 2002 |
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|
|
|
|
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32.2 |
|
|
Certification by Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 |
20