SEC Form 10-Q Summary
Filing-period note: The provided filing is for GP Investments Acquisition Corp., not Rimini Street, Inc. Investors should verify the company and filing identity before relying on these figures.
Business Context and Reporting Period
The filing covers the three months ended September 30, 2015, and the period from January 28, 2015, inception, through September 30, 2015. GP Investments Acquisition Corp. was a Cayman Islands blank-check company formed to pursue a merger, acquisition, reorganization, or similar business combination. It had not commenced operating activities and had not identified a target as of September 30, 2015.
The company completed its initial public offering on May 26, 2015, selling 17.25 million units at $10.00 per unit, including the full underwriters’ over-allotment. It also sold 6.0625 million private-placement warrants to its sponsor.
Key Financial Metrics
| Metric | Three Months Ended September 30, 2015 | Inception Through September 30, 2015 |
|---|---|---|
| Operating costs | $81,162 | $123,764 |
| Interest income | $29,335 | $64,566 |
| Net loss | $51,827 | $59,198 |
| Basic and diluted loss per share | $0.01 loss | $0.01 loss |
| Cash used in operating activities | Not separately presented | $118,747 |
- Cash and cash equivalents outside the trust account were $1.046 million.
- Cash and securities held in the trust account were $172.565 million, including $64,566 of interest income.
- Total assets were $173.626 million.
- Accounts payable and accrued expenses were $20,329.
- Deferred underwriting fees were $6.038 million and payable only upon completion of a business combination, subject to the underwriting agreement.
- Shares subject to possible redemption totaled $162.568 million, representing 16.251 million shares.
- Shareholders’ equity was $5.000 million.
- The company reported no revenue, no long-term debt, no capital leases, and no operating lease obligations.
Material Changes and Unusual Items
- Because the company was formed in January 2015, there is no prior-year comparable operating period in the filing.
- The company’s activities consisted primarily of formation, the IPO, private warrant issuance, and evaluating potential business-combination targets.
- Gross IPO proceeds were $172.5 million; private-placement warrant proceeds were $6.063 million.
- Transaction costs totaled $10.961 million, including $4.313 million of paid underwriting fees, $6.038 million of deferred underwriting fees, and $610,590 of IPO costs.
- The sponsor or an affiliate received a $10,000 monthly administrative-service fee beginning May 19, 2015; $50,000 was incurred through September 30, 2015, with $10,000 payable at quarter-end.
Liquidity, Outlook, Risks, and Contingencies
Substantially all trust-account funds were intended to fund an initial business combination. The company stated that its $1.046 million of cash outside the trust account was available for target identification, diligence, transaction expenses, taxes, and general corporate purposes, and that it believed this cash was sufficient for at least the next twelve months. It also cautioned that actual transaction costs could exceed estimates and that additional financing might be required.
- The company had 24 months from the IPO closing to complete a business combination. If unsuccessful, it would cease operations, redeem the public shares using the trust account, and liquidate.
- Public shareholders had redemption rights in connection with a business combination, subject to minimum net tangible asset requirements and other limitations.
- The IPO underwriters’ deferred fees would be payable upon a completed business combination but would be waived if no business combination occurred within the permitted period.
- Warrants could expire worthless if no business combination was completed.
- The sponsor agreed to cover certain third-party claims that could reduce the trust account, subject to stated exceptions and limitations.
- Trust-account assets were invested in cash and short-term U.S. Treasury securities; management stated that interest-rate risk was not material.
- No legal proceedings were reported, and management disclosed no material changes to previously reported risk factors.
- Management concluded that disclosure controls and procedures were effective and reported no material change in internal control over financial reporting.
Investor Verification Checklist
- Confirm that the filing belongs to GP Investments Acquisition Corp. rather than Rimini Street, Inc.
- Verify the status, terms, and deadline of the proposed business combination.
- Reconcile the $172.565 million trust-account balance with redemption obligations and deferred underwriting fees.
- Assess whether the $1.046 million of unrestricted cash was sufficient for transaction and operating expenses.
- Review the redemption provisions, sponsor indemnity, warrant terms, and liquidation mechanics.
- Confirm related-party administrative fees and any subsequent working-capital loans or sponsor financing.