Filing summary
Entity mismatch: The request identifies Organogenesis Holdings Inc., but the supplied Form 10-Q is for Avista Healthcare Public Acquisition Corp. The summary below reflects the filing actually provided.
Business context and reporting period
Avista was a blank-check company seeking a business combination, with a focus on healthcare. This unaudited 10-Q covers the three months ended March 31, 2018. The company had not commenced operating activities and reported no operating revenue.
Financial results and liquidity
| Metric | Q1 2018 | Q1 2017 / comparison |
|---|---|---|
| Operating costs | $1.16 million | $218,648 |
| Trust interest and dividend income | $1.02 million | $359,511 |
| Net income (loss) | $(135,653) | $140,863 |
| Basic and diluted loss per share | $(0.11) | $(0.02), as presented |
| Net cash used in operating activities | $226,393 | $126,290 |
At March 31, 2018, cash outside the trust was $99,493; trust assets were $313.52 million, including accrued interest. The company had a $4.79 million working capital deficit, $5.06 million in current liabilities, and a $10.85 million deferred underwriting commission payable only if a business combination closes. It had borrowed $300,000 under a non-interest-bearing sponsor note, with capacity to borrow up to $600,000. Shareholders’ equity was $5.00 million. No revenue, gross margin, or operating margin is reported because the company had no operating business.
Material changes, outlook and risks
- Operating costs rose from $218,648 to $1.16 million, while trust income increased from $359,511 to $1.02 million; the company moved from net income to a net loss.
- The proposed Envigo transaction was terminated by mutual agreement on February 14, 2018. Avista said it would continue seeking a business combination.
- The company faced an October 14, 2018 deadline to complete a business combination; otherwise it was required to cease operations and redeem public shares, subject to applicable terms. Management believed available working capital was sufficient through that deadline, relying in part on deferred vendor and administrative payments and sponsor financing.
- Avista received a Nasdaq notice for failing to hold an annual shareholder meeting on time and was granted until June 29, 2018 to regain compliance by holding one.
- Trust funds were invested in short-term U.S. Treasury bills. Management stated that their short maturities limited interest-rate risk. Trust assets could nonetheless face third-party claims, and the filing noted uncertainty about the sponsor’s ability to meet its indemnity obligations.
- The filing reported no material changes to the risk factors in the 2017 Form 10-K, no legal proceedings, and no off-balance-sheet arrangements. Disclosure controls were assessed as effective, with no material change in internal control reported.
Key facts for investors to verify
- Confirm the intended issuer: the supplied filing is Avista Healthcare Public Acquisition Corp., not Organogenesis Holdings Inc.
- Verify the status of Avista’s search for a replacement business combination following the Envigo termination and its progress toward the October 14, 2018 deadline.
- Check whether the annual shareholder meeting occurred by the June 29, 2018 Nasdaq compliance deadline.
- Review the availability and terms of sponsor financing, deferred expenses, and the $10.85 million contingent underwriting commission alongside the company’s limited cash outside the trust.
- Reconcile the per-share loss presentation with the filing’s earnings-per-share calculation, which excludes income allocated to redeemable shares.