AgroFresh Solutions, Inc. - Quarter Report: 2015 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
or
o 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: 001-36316
BOULEVARD ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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46-4007249 |
399 Park Avenue, 6th Floor
New York, NY 10022
(Address of principal executive offices)
(212) 878-3500
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. x Yes o No
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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer,” “accelerated filer” and “smaller reporting company” 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 x |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). x Yes o No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of shares of common stock outstanding as of May 14, 2015 was 27,562,500.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
BOULEVARD ACQUISITION CORP.
CONDENSED BALANCE SHEETS
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March 31, 2015 |
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December 31, 2014 |
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(Unaudited) |
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(Audited) |
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ASSETS |
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Current assets: |
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Cash |
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$ |
526,986 |
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$ |
733,386 |
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Prepaid expenses |
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63,464 |
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81,369 |
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Total current assets |
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590,450 |
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814,755 |
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Noncurrent assets: |
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Investments held in Trust Account |
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220,504,066 |
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220,502,961 |
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Total assets |
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$ |
221,094,516 |
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$ |
221,317,716 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Due to related party |
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$ |
141,299 |
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$ |
69,966 |
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Franchise tax payable |
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45,000 |
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180,000 |
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Accrued expenses |
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226,575 |
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80,822 |
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Total current liabilities |
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412,874 |
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330,788 |
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Other liabilities: |
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Deferred underwriting compensation |
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7,717,500 |
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7,717,500 |
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Total liabilities |
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8,130,374 |
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8,048,288 |
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Common stock subject to possible redemption 20,796,413 shares and 20,826,942 shares at March 31, 2015 and December 31, 2014, respectively |
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207,964,132 |
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208,269,418 |
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Stockholders’ equity: |
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Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
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— |
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— |
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Common stock, $.0001 par value; 400,000,000 shares authorized; 6,766,087 shares and 6,735,558 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively (which excludes 20,796,413 shares and 20,826,942 shares subject to possible redemption at March 31, 2015 and December 31, 2014, respectively) |
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677 |
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674 |
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Additional paid-in capital |
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5,978,574 |
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5,673,291 |
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Accumulated deficit |
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(979,241 |
) |
(673,955 |
) | ||
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Total stockholders’ equity, net |
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5,000,010 |
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5,000,010 |
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Total liabilities and stockholders’ equity |
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$ |
221,094,516 |
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$ |
221,317,716 |
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See accompanying notes to condensed interim financial statements.
BOULEVARD ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
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Three months |
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Three months |
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Revenue |
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$ |
— |
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$ |
— |
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Expenses: |
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General and administrative expenses |
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306,391 |
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39,043 |
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Loss from operations |
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(306,391 |
) |
(39,043 |
) | ||
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Dividend income |
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1,105 |
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63 |
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Net loss attributable to common shares outstanding |
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$ |
(305,286 |
) |
$ |
(38,980 |
) |
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Weighted average number of common shares outstanding, basic and diluted |
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6,736,000 |
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6,444,000 |
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Net loss per common share outstanding, basic and diluted |
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$ |
(0.045 |
) |
$ |
(0.006 |
) |
See accompanying notes to condensed interim financial statements.
BOULEVARD ACQUISITION CORP.
CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY
For Three Months Ended March 31, 2015
(unaudited)
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Additional |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Stockholder’s |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balances, at December 31, 2014 (audited) |
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6,735,558 |
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$ |
674 |
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$ |
5,673,291 |
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$ |
(673,955 |
) |
$ |
5,000,010 |
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Change in proceeds subject to possible redemption |
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30,529 |
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3 |
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305,283 |
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305,286 |
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Net loss attributable to common stockholders |
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(305,286 |
) |
(305,286 |
) | ||||
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Balances, at March 31, 2015 (unaudited) |
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6,766,087 |
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$ |
677 |
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$ |
5,978,574 |
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$ |
(979,241 |
) |
$ |
5,000,010 |
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See accompanying notes to condensed interim financial statements.
BOULEVARD ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
(unaudited)
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Three months |
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Three months |
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Cash flows from operating activities |
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Net loss |
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$ |
(305,286 |
) |
$ |
(38,980 |
) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Increase (decrease) in cash attributable to changes in assets and liabilities |
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Prepaid expense |
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17,905 |
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(152,402 |
) | ||
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Due to related party |
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71,333 |
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15,714 |
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Franchise tax payable |
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(135,000 |
) |
— |
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Accrued expenses |
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145,753 |
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— |
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Net cash used in operating activities |
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(205,295 |
) |
(175,668 |
) | ||
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Net cash used in investing activities |
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Cash and investments held in Trust Account |
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(1,105 |
) |
(220,500,063 |
) | ||
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Cash flows from financing activities |
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Payment of offering costs |
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— |
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(5,020,632 |
) | ||
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Proceeds from the sale of warrants to Sponsor |
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— |
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6,160,000 |
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Proceeds from Public Offering |
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— |
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210,000,000 |
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Proceeds from the underwriter’s partial exercise of their over-allotment option |
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— |
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10,500,000 |
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Net cash provided by financing activities |
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— |
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221,639,368 |
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Net increase in cash |
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(206,400 |
) |
963,637 |
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Cash, beginning of period |
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733,386 |
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25,000 |
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Cash, end of period |
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$ |
526,986 |
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$ |
988,637 |
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Supplemental schedule of non-cash financing activities: |
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Deferred underwriting fees |
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$ |
— |
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$ |
7,717,500 |
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BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
1. Organization and Business Operations
Incorporation
Boulevard Acquisition Corp. (the “Company”) was incorporated in Delaware on October 24, 2013.
Sponsor
The Company’s sponsor is Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).
Fiscal Year End
The Company selected December 31st as its fiscal year end.
Business Purpose
The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet identified (the “Initial Business Combination”). The Company has neither engaged in any significant operations nor generated revenue to date. The Company’s management has broad discretion with respect to the Initial Business Combination. However, there is no assurance that the Company will be able to successfully affect a business combination.
Financing
The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on February 12, 2014.
On February 19, 2014, the Company consummated the Public Offering and a simultaneous private placement of warrants (Note 4) generating aggregate gross proceeds of approximately $216 million. On March 13, 2014, the underwriters for the Public Offering purchased additional units pursuant to the partial exercise of their over-allotment option and the Sponsor purchased additional private placement warrants generating aggregate additional gross proceeds of approximately $10.7 million. As of March 31, 2015 and December 31,2014, approximately $220.5 million is held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).
Business Combination
The Company, after signing a definitive agreement for the Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes, less franchise and income taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer,
BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
1. Organization and Business Operations – (continued)
including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s franchise and income taxes, less franchise and income taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem the shares of common stock included in the units sold in the Public Offering (the “Public Shares”) in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.
If the Company holds a stockholder vote in connection with the Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes, less franchise and income taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.”
The Company will only have 21 months from the closing of the Public Offering to complete its Initial Business Combination (or 24 months, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within such 21-month period). If the Company does not complete its Initial Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per-share pro rata portion of the Trust Account, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), less franchise and income taxes payable, and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete the Initial Business Combination within the required time period.
In the event of such distribution, it is possible 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 Unit in the Public Offering.
Emerging Growth Company
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for
BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
1. Organization and Business Operations – (continued)
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC, 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, 2015 and December 31, 2014 and the results of operations for the three months ended March 31, 2015 and March 31, 2014. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the periods ended March 31, 2015 are not necessarily indicative of the results of operations to be expected for a full fiscal year.
The condensed balance sheet at December 31, 2014 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP.
Net Income/(Loss) Per Common Share
Net income/(loss) per common share is computed by dividing net income/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Since the Company is reflecting a loss for all periods presented, the effect of dilutive securities would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for the periods.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
2. Significant Accounting Policies – (continued)
Redeemable Common Stock
As discussed in Note 1, all of the Public Shares contain a redemption feature which allows for the redemption of shares of common stock in connection with the liquidation of the Company, a tender offer or stockholder approval of the Initial Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.
The Company will recognize changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings or additional paid-in capital.
Income Taxes
The Company complies with the accounting and reporting requirements of FASB ASC 740, “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. At March 31, 2015 and December 31, 2014, the Company has a deferred tax asset of approximately $334,000 and $230,000 related to net loss carry forwards (which begin to expire in 2034) and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2015 and December 31, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Stock Dividends
On February 11, 2014 and February 12, 2014, in connection with the two increases in the size of the Public Offering, the Company effected stock dividends of approximately 0.167 shares and 0.2 shares, respectively, for each outstanding share of common stock, resulting in the Company’s initial stockholders holding an aggregate of 6,037,500 shares of the Company’s common stock. All transactions and disclosures in the financial statements, related to the Company’s common stock, have been adjusted to reflect the effect of the stock dividends.
BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
2. Significant Accounting Policies – (continued)
Restricted Cash Equivalents Held in the Trust Account
The amounts held in the Trust Account represent substantially all of the proceeds from the Public Offering (including proceeds from the exercise by the underwriters of their over-allotment option) and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of an initial Business Combination. The funds held in the Trust Account are primarily invested in money market accounts which invest in United States Treasury securities.
3. Public Offering
Public Units
On February 19, 2014, the Company sold 21,000,000 units at a price of $10.00 per unit (the “Units”) in the Public Offering. Each Unit consists of one share of the Company’s common stock, $0.0001 par value per share, and one-half of one warrant (“Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $11.50 per share.
Under the terms of the warrant agreement, dated February 12, 2014, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act of 1933, as amended (the “Securities Act”), following the completion of the Initial Business Combination. Each Warrant will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Initial Business Combination on or prior to the 21-month or 24-month period, as applicable, allotted to complete a business combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.
On March 13, 2014, the underwriters for the Public Offering purchased an additional 1,050,000 Units (the “Additional Units”) pursuant to their partial exercise of their over-allotment option. Each Additional Unit consists of one share of the Company’s common stock and one-half of one Warrant entitling the holder to purchase one share of the Company’s common stock at a price of $11.50. The Additional Units were sold at an offering price of $10.00 per Additional Unit, generating gross proceeds to the Company of $10,500,000. Simultaneously with the consummation of the sale of the Additional Units, the Company consummated the private sale of an additional 210,000 Warrants (the “Additional Private Placement Warrants”), each exercisable to purchase one share of common stock for a price of $11.50 per share, to the Sponsor, at a price of $1.00 per Additional Private Placement Warrant, generating gross proceeds of $210,000.
On March 13, 2014, the Sponsor and the Company’s independent directors forfeited 525,000 Founder Shares in connection with the purchase by the underwriters of 1,050,000 Additional Units pursuant to the partial exercise of their over-allotment option. The Founder Shares and Private Placement Warrants will be worthless if the Company does not complete a business combination. In addition, 1,378,125 founder earnout shares will be subject to forfeiture by the initial stockholders (or their permitted transferees) on the fifth anniversary of the Initial Business Combination unless at any time after the Initial Business Combination and prior to the fifth anniversary of the Initial Business Combination the last sale price of the common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or the company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
3. Public Offering (continued)
In connection with the Public Offering and the underwriters’ partial exercise of their over-allotment option, the Company paid an underwriting discount of 2% of the Unit offering price ($4,410,000 in aggregate). The Company will pay a deferred underwriting discount of 3.5% of the gross offering proceeds ($7,717,500 in aggregate) payable upon the completion of the Company’s Initial Business Combination. The deferred underwriting discount will become payable to the underwriters from the amounts held in the trust account solely in the event the Company completes the Initial Business Combination.
Warrant Terms and Conditions
Each whole Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will round the number of shares of common stock to be issued to the warrant holder down to the nearest whole number. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete a Business Combination on or prior to the expiration of the 21-month or 24-month period, as applicable, allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants during the exercise period, there will be no net cash settlement of the Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.
In accordance with the warrant agreement, the Company will be required to use its best efforts to maintain the effectiveness of a registration statement covering the shares of common stock issuable upon exercise of the Warrants. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying the obligations described below with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available.
Because the Company is not required to net cash settle the Warrants, the Warrants were recorded and classified within stockholders’ equity as “Additional paid-in capital” upon their issuance in accordance with FASB ASC 815-40.
4. Related Party Transactions
Founder Shares
In November 2013, the Sponsor purchased 6,037,500 shares (retroactively adjusted to reflect the effect of stock dividends — see Note 2) of the Company’s common stock (the “Founder Shares”) for $25,000, or approximately $.004 per share (retroactively adjusted to reflect the effect of stock dividends — see Note 2). In January 2014, the Sponsor assigned an aggregate of 60,375 Founder Shares (retroactively adjusted to reflect the effect of stock dividends — see Note 2) to the independent director nominees at their original purchase price.
The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below.
25% of the Founder Shares, representing 5% of the Company’s issued and outstanding shares after the Public Offering (including any exercise of the underwriters’ over-allotment option) are subject to forfeiture by the Sponsor under certain conditions described in the final prospectus.
BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
4. Related Party Transactions (continued)
The Founder Shares have been placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions discussed in the final prospectus, the Founder Shares may not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of the Initial Business Combination or earlier if, subsequent to the Initial Business Combination, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Rights - The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the initial stockholders have agreed to waive their redemption rights in connection with the Initial Business Combination with respect to the Founder Shares and to waive their redemption rights with respect to the Founder Shares if the Company fails to complete the Initial Business Combination within 21 months (or 24 months, as applicable) from the closing of the Public Offering.
Voting - If the Company seeks stockholder approval of the Initial Business Combination, the initial stockholders have agreed to vote their Founder Shares and any shares of common stock purchased during or after the Public Offering in favor of the Initial Business Combination.
Redemption - Although the initial stockholders and their permitted transferees will waive their redemption rights with respect to the Founder Shares if the Company fails to complete the Initial Business Combination within the prescribed time frame, they will be entitled to redemption rights with respect to any of the Company’s common stock they may own.
Private Placement Warrants
On February 19, 2014, the Sponsor purchased from the Company an aggregate of 5,950,000 Warrants at a price of $1.00 per Warrant (a purchase price of $5.95 million), in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). On March 13, 2014, the Sponsor purchased from the Company an additional 210,000 Private Placement Warrants at a price of $1.00 per Warrant (a purchase price of $210,000) in a private placement that occurred simultaneously with the underwriters’ partial exercise of their over-allotment option. Each Private Placement Warrant entitles the holder to purchase one share of the Company’s common stock at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the offering to be held in the trust account pending completion of the Initial Business Combination.
The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units sold in the offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions.
If the Company does not complete a business combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor will expire worthless.
BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
4. Related Party Transactions (continued)
Registration Rights
The holders of the Founder Shares and Private Placement Warrants hold registration rights to require the Company to register the sale of certain securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities for sale under the Securities Act. In addition, these stockholders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the costs and expenses of filing any such registration statements.
Administrative Services Agreement
Commencing on February 13, 2014, the date the Company’s securities were initially listed for trading on the NASDAQ Capital Market, the Company has agreed to pay $10,000 per month to Avenue Capital Management II, L.P, an affiliate of the Sponsor, for office space, utilities, secretarial support and administrative services. Upon consummation of the Company’s Initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2015 and 2014, the Company recognized $30,000 and $15,714 of expense pursuant to the administrative services agreement. At March 31, 2015, the $30,000 is included in due to related party on the accompanying condensed balance sheet.
Due to Related Party
Due to related party represents amounts payable pursuant to the administrative services agreement and amounts payable to an affiliate for certain expenses paid on behalf of the Company.
5. Investments Held in Trust Account
Upon the closing of the Public Offering, the simultaneous private placement of the Sponsor warrants and the underwriters’ partial exercise of their over-allotment option, a total of $220,500,000 was placed in the Trust Account. As of March 31, 2015 and December 31, 2014, investment securities in the Company’s Trust Account consisted of approximately $220.5 million in shares in money market accounts invested in United States Treasury securities with a maturity of 180 days or less.
6. Fair Value Measurements
The Company has adopted FASB ASC 820 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. The adoption of FASB ASC 820 did not have an impact on the Company’s financial position or results of operations.
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 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, and includes situations where there is little, if any, market activity for the asset:
|
|
|
|
|
Quoted |
|
Significant |
|
Significant |
| ||||
|
|
|
|
|
Prices in |
|
Other |
|
Other |
| ||||
|
|
|
March 31, 2015 |
|
Active Markets |
|
Observable Inputs |
|
Unobservable Inputs |
| ||||
|
Description |
|
(unaudited) |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
| ||||
|
Assets: |
|
|
|
|
|
|
|
|
| ||||
|
United States Treasury Securities |
|
$ |
220,504,066 |
|
$ |
220,504,066 |
|
$ |
— |
|
$ |
— |
|
BOULEVARD ACQUISITION CORP.
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
6. Fair Value Measurements (continued)
|
|
|
|
|
Quoted |
|
Significant |
|
Significant |
| ||||
|
|
|
|
|
Prices in |
|
Other |
|
Other |
| ||||
|
|
|
|
|
Active Markets |
|
Observable Inputs |
|
Unobservable Inputs |
| ||||
|
Description |
|
December 31, 2014 |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
| ||||
|
Assets: |
|
|
|
|
|
|
|
|
| ||||
|
United States Treasury Securities |
|
$ |
220,502,961 |
|
$ |
220,502,961 |
|
$ |
— |
|
$ |
— |
|
7. Equity
Common Stock — The authorized common stock of the Company includes up to 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At both March 31, 2015 and December 31, 2014, there were 27,562,500 shares of common stock outstanding, including 20,796,413 and 20,826,942 shares subject to possible redemption respectively.
Preferred Stock — The authorized preferred stock of the Company includes up to 1,000,000 shares. At March 31, 2015, there were no shares of preferred stock issued and outstanding.
8. Loss Contingency
In connection with identifying a potential target combination, the Company expects to incur material legal and due diligence expenses, which are to be paid to a law firm upon successful completion of a business combination. The amount of the fee has not yet been determined, and, accordingly, no amount has been accrued as of March 31, 2015.
9. Subsequent Events
On April 30, 2015, the Company and The Dow Chemical Company, a Delaware corporation (“TDCC”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which, among other things, the Company agreed to purchase all of the issued and outstanding shares of capital stock of AgroFresh Inc. (“AgroFresh”), an indirect wholly-owned subsidiary of TDCC (the “Transaction”).
The Transaction and Consideration
Pursuant to the Stock Purchase Agreement, TDCC will cause to be sold to the Company, and the Company will purchase, all of the issued and outstanding shares of capital stock of AgroFresh. At the closing of the Transaction (the “Closing”), the Company will pay to TDCC $635,000,000 (the “Cash Consideration”) subject to adjustments, if applicable, and will issue to TDCC (i) one newly created share of Series A Preferred Stock and (ii) 17,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Boulevard Common Stock”); provided, that under certain circumstances and subject to limitations, TDCC may receive at Closing less than $635,000,000 in Cash Consideration and more than 17,500,000 shares of the Company’s Common Stock as stock consideration provided that the aggregate value of such Cash Consideration and stock consideration shall be unchanged, and (iii) the TDCC Warrants (as defined below) pursuant to the Warrant Purchase Agreement (as defined below), provided, that, in the event that the Company has not issued to TDCC an aggregate of 6,000,000 warrants on or prior to the date that is nine months after the Closing, (a) the Sponsor will transfer to the Company, at no cost to the Company, the Make-Up Warrant Amount (as defined below) and (b) the Company will issue such number of additional TDCC Warrants equal to the Make-Up Warrant Amount. After the Closing, AgroFresh will be owned by the Company.
The Cash Consideration will be principally funded from the cash available to the Company from the Trust Account and debt financing of up to $425 million that Bank of Montreal and BMO Capital Markets Corp. have committed to fund at the Closing pursuant to a Debt Commitment Letter, dated April 30, 2015, by and among the Company, Bank of Montreal, and BMO Capital Markets Corp. (the “Debt Commitment Letter”).
In addition to the Cash Consideration to be paid at Closing, TDCC will be entitled to receive (i) in 2018 an additional deferred payment from the Company of $50,000,000, subject to the achievement of a specified average EBITDA level over the two year period from January 1, 2016 to December 31, 2017 and (ii) pursuant to the Tax Receivables Agreement, 85% of the amount of any tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that the Company and TDCC have agreed to make in connection with the proposed Transaction.
Warrant Purchase Agreement
In connection with, and as a condition to the consummation of, the Transaction, the Company, the Sponsor and TDCC propose to enter into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”). Pursuant to the Warrant Purchase Agreement, beginning on the date of Closing and ending on the date that is nine months after the Closing, the Company shall purchase in the open market warrants issued in connection with the Company’s initial public offering, in an aggregate amount of $10 million, at a purchase price per warrant of no more than $1.25. If the Company has not purchased in the aggregate $10 million of warrants before the date that is nine months after the Closing, Sponsor may sell to the Company private placement warrants it holds at $1.00 per private placement warrant to satisfy the obligation (such private placement warrants, together with all other warrants purchase under the Warrant Purchase Agreement, the “Purchased Warrants”).
Pursuant to the Warrant Purchase Agreement, the Company shall issue to TDCC no later than the date that is nine months after the Closing warrants to purchase Boulevard Common Stock representing 66 2/3% of the Purchased Warrants at no cost to TDCC and on the same terms as the warrants issued in connection with the Company’s initial public offering (the “TDCC Warrants”).
In the event that the Company has not issued to TDCC an aggregate of 6,000,000 TDCC Warrants on or prior to the date that is nine months after the Closing, (a) the Sponsor will transfer to the Company, at no cost to the Company, the number of warrants equal to one-half of the difference between (i) 6,000,000 and (ii) the number of TDCC Warrants issued by the Company to TDCC on or prior to such date (such difference between clauses (i) and (ii), the “Make-Up Warrant Amount”) and (b) the Company will issue such number of TDCC Warrants equal to the Make-Up Warrant Amount.
Tax Receivables Agreement
In connection with, and as a condition to the consummation of, the Transaction, TDCC, AgroFresh and the Company propose to enter into a Tax Receivables Agreement (the “Tax Receivables Agreement”). Pursuant to the Tax Receivables Agreement, the Company will pay annually to TDCC 85% of the amount of any tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that the Company and TDCC have agreed to make in connection with the proposed Transaction.
Conditions to Completion of the Transaction
The consummation of the transactions contemplated by the Purchase Agreement is subject to a number of conditions set forth in the Purchase Agreement including, among others, receipt of the requisite approval of the stockholders of the Company.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
References to the “Company,” “us” or “we” refer to Boulevard Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the interim financial statements and the notes thereto contained elsewhere in this quarterly report on Form 10-Q (“Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2015 and “Note Regarding Forward-Looking Statements” below.
Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Overview
We are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our business combination. We consummated our initial public offering on February 19, 2014. We are currently in the process of evaluating and identifying targets for a business combination. We intend to use cash from the proceeds of our initial public offering (including proceeds from the partial exercise by the underwriters of their over-allotment option), the sale of private placement warrants to Boulevard Acquisition Sponsor, LLC, our sponsor, capital stock, and our debt or a combination of our cash, stock and debt to fund a business combination. We have been evaluating acquisition opportunities and, at any given time, have been in various stages of due diligence or preliminary discussions with respect to a number of potential acquisitions. However, we cannot assure you that we will identify any suitable target candidates or, if identified, that we will be able to complete the acquisition of such candidates on favorable terms or at all.
Results of Operations
For the three months ended March 31, 2015 and 2014, we had a net loss of $305,286 and $38,980, respectively.
We have neither engaged in any significant operations nor generated any revenues to date. Our only activities since inception have been those necessary to prepare for the initial public offering, organizational activities and the identification of a potential target business for our business combination. We will not generate any operating revenues until after completion of our business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Liquidity and Capital Resources
Our liquidity needs have been satisfied to date through receipt of $25,000 from the sale of the founder shares to our sponsor and amounts held outside of our trust account. We received proceeds of 221,500,000 from (i) the sale of the units in our initial public offering, after deducting offering expenses of approximately $750,000, underwriting commissions of $4,410,000 (excluding deferred underwriting commissions of up to $7,717,500), and (ii) the sale of the private placement warrants for a purchase price of $6,160,000 (including proceeds from the partial exercise by the underwriters of their over-allotment option). $220,500,000 of such proceeds is currently held in the trust account, $7,717,500 of which may be used to satisfy deferred underwriting commissions.
As of March 31, 2015, investment securities in our trust account consisted of $220,504,066 in shares in money market accounts invested in U.S. government Treasury securities.
As of March 31, 2015, we had a cash balance of $526,986, held outside of our trust account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business transaction and other general corporate uses.
We intend to use substantially all of the funds held in the trust account (net of taxes) to consummate our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to consummate our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategy.
We do not believe we will need to raise additional funds until the consummation of our business combination to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate an initial business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our business combination.
Off-Balance Sheet Arrangements
As of March 31, 2015 we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
Contractual Obligations
We do not have any long term debt, capital lease obligations, operating lease obligations or purchase obligations other than a monthly fee of $10,000 payable to Avenue Capital Management II, L.P., an affiliate of our sponsor, for office space, utilities, secretarial and administrative services.
Critical Accounting Policies
The preparation of interim financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:
Investments Held in Trust Account
$220,500,000 from our initial public offering (including proceeds from the partial exercise by the underwriters of their over-allotment option) was placed into a trust account with Continental Stock Transfer & Trust Company serving as trustee. As of March 31, 2015, investment securities in our trust account consisted of $220,504,066 in shares in money market accounts invested in U.S. government treasury securities with a maturity of 180 days or less.
Net Income/(Loss) Per Common Share
Net income/(loss) per common share is computed by dividing net income/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Since the Company is reflecting a loss for all periods presented, the effect of dilutive securities would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for the periods.
Proposed Business Combination with AgroFresh
The Stock Purchase Agreement
On April 30, 2015, we and The Dow Chemical Company, a Delaware corporation (“TDCC”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which, among other things, we agreed to purchase all of the issued and outstanding shares of capital stock of AgroFresh Inc. (“AgroFresh”), an indirect wholly-owned subsidiary of TDCC (the “Transaction”). As a result of the Transaction, AgroFresh will become a wholly owned subsidiary of the Company.
Pursuant to the Purchase Agreement, TDCC will cause to be sold to the Company, and the Company will purchase all of the issued and outstanding shares of capital stock of AgroFresh. At the closing of the Transaction (the “Closing”), the Company will pay to TDCC $635,000,000 (the “Cash Consideration”) subject to adjustments, if applicable, and will issue to TDCC (i) one newly created share of Series A Preferred Stock and (ii) 17.5 million shares of the Company’s common stock, par value $0.0001 per share (the “Boulevard Common Stock”); provided, that under certain circumstances and subject to limitations, TDCC may receive at Closing less than $635,000,000 in Cash Consideration and more than 17.5 million shares of the Company’s Common Stock as stock consideration provided that the aggregate value of such Cash Consideration and stock consideration shall be unchanged, and (iii) the TDCC Warrants (as defined below) pursuant to the Warrant Purchase Agreement (as defined below), provided, that, in the event that the Company has not issued to TDCC an aggregate of 6,000,000 warrants on or prior to the date that is nine months after the Closing, (a) the Sponsor will transfer to the Company, at no cost to the Company, the Make-Up Warrant Amount (as defined below) and (b) the Company will issue such number of additional TDCC warrants equal to the Make-Up Warrant Amount. After the Closing, AgroFresh will be owned by the Company.
We expect that a portion of the Cash Consideration will be principally funded from the cash available to the Company from our trust account and debt financing of up to $425 million that Bank of Montreal and BMO Capital Markets Corp. have committed to fund at the Closing pursuant to a Debt Commitment Letter, dated April 30, 2015, by and among the Company, Bank of Montreal, and BMO Capital Markets Corp.
In addition to the Cash Consideration to be paid at Closing, TDCC will be entitled to receive (i) in 2018 an additional deferred payment from the Company of $50,000,000, subject to the achievement of a specified average EBITDA level over the two year period from January 1, 2016 to December 31, 2017, and (ii) pursuant to a tax receivables agreement (the “Tax Receivables Agreement”), 85% of the amount of any tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that the Company and TDCC have agreed to make in connection with the proposed Transaction.
The Standby Agreement and Letter Agreement
In connection with the entry into the Purchase Agreement, we entered into a Standby Agreement with TDCC and Avenue Special Opportunities Fund II, L.P. (the “Standby Agreement”). Pursuant to the Purchase Agreement and the Standby Agreement, if we do not have sufficient cash at Closing to pay the full Cash Consideration, in addition to paying its expenses relating to the Transaction (up to an agreed upon amount) and maintaining an agreed amount of working capital, (a “Cash Shortfall”), a $5 million execution fee under a transition services agreement (the “Transition Services Agreement”) that the Company is otherwise required to pay at Closing or a portion thereof in the event the Cash Shortfall is less than $5 million, shall be deferred. If after such deferral there is still a Cash Shortfall, then TDCC and Avenue Special Opportunities Fund II, L.P. have each agreed pursuant to the Standby Agreement to purchase from us up to an aggregate of 2.5 million newly issued shares of Boulevard Common Stock at a purchase price of $10.00 per share (the “Standby Shares”), up to the amount of such Cash Shortfall, with each of TDCC and Avenue Special Opportunities Fund II, L.P. being responsible for one-half of the Cash Shortfall. If after such purchase there shall still be a Cash Shortfall, then TDCC has agreed to receive shares of Boulevard Common Stock in lieu of Cash Consideration (at a value of $10.00 per share) provided that TDCC shall not, after such issuance of additional shares of Boulevard Common Stock, be required to own more than 45% of the outstanding shares of Boulevard Common Stock at the Closing. In consideration of each of TDCC and Avenue Special Opportunities Fund II, L.P. providing such standby equity commitment, at the Closing, we will pay a commitment fee to each of TDCC and Avenue Special Opportunities Fund II, L.P. in an amount equal to $875,000 (the “Standby Fees”).
Avenue Capital Management II, L.P., Avenue Special Opportunities Fund II, L.P., the Company and TDCC are also parties to a letter agreement regarding the payment of transaction expenses and the potential replacement of the of standby arrangements under the Standby Agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, Avenue Capital Management II, L.P. has agreed to be responsible for and to pay when due on behalf of us any of the our transaction expenses, to the extent such expenses exceed $23.0 million.
The Warrant Purchase Agreement
In connection with, and as a condition to the consummation of, the Transaction, the Company, our sponsor and TDCC propose to enter into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”), pursuant to which, beginning on the date of Closing and ending on the date that is nine months after the Closing, we will purchase in the open market warrants issued in connection with our initial public offering, in an aggregate amount of $10 million, at a purchase price per warrant of no more than $1.25. If we have not purchased in the aggregate $10 million warrants before the date that is nine months after the Closing, our sponsor may sell to us private placement warrants it holds at $1.00 per private placement warrant to satisfy the obligation (such private placement warrants, together with all other warrants purchased under the Warrant Purchase Agreement, the “Purchased Warrants”). Pursuant to the Warrant Purchase Agreement, we will issue to TDCC no later than the date that is nine months after the Closing the warrants to purchase Boulevard Common Stock representing 662/3% of the Purchased Warrants at no cost to TDCC and on the same terms as the warrants issued in connection with our initial public offering (the “TDCC Warrants”). In the event that we have not issued to TDCC an aggregate of 6,000,000 TDCC Warrants on or prior to the date that is nine months after the Closing, (a) our sponsor will transfer to us, at no cost to us, the number of warrants equal to one-half of the difference between (i) 6,000,000 and (ii) the number of TDCC Warrants issued by us to TDCC on or prior to such date (such difference between clauses (i) and (ii), the “Make-Up Warrant Amount”) and (b) we will issue such number of warrants equal to the Make-Up Warrant Amount.
The Tax Receivables Agreement
In connection with, and as a condition to the consummation of, the Transaction, TDCC, AgroFresh and the Company propose to enter into the Tax Receivables Agreement. Pursuant to the Tax Receivables Agreement, we will pay annually to TDCC 85% of the amount of any tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that we actually realize as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that we and TDCC have agreed to make in connection with the proposed Transaction. While the amount and timing of any payments under the Tax Receivables Agreement will vary depending upon a number of factors, including the amount and timing of our income, we expect that during the anticipated term of the Tax Receivables Agreement the payments that we may make to TDCC could be substantial. In addition, payments under the Tax Receivables Agreement will give rise to additional tax benefits and therefore to additional potential payments under the Tax Receivables Agreement. The term of the Tax Receivables Agreement will commence at the Closing and will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the Tax Receivables Agreement for an amount based on an agreed value of payments remaining to be made under the Tax Receivables Agreement.
Transition Services Agreement
In connection with, and as a condition to the consummation of, the Transaction, AgroFresh and TDCC propose to enter into the Transition Services Agreement, pursuant to which TDCC will provide AgroFresh with, among other things, certain marketing and sales, customer service, supply chain, environmental health and safety, consulting, business records, packaging and storage, research and development, information technology, and finance services for a limited period of time after the consummation of the Transaction, in exchange for the fees set forth in the Transition Services Agreement. The Transition Services Agreement will also provide for a $5 million execution fee that we will be required to pay to TDCC on the Closing date unless all or a portion of the $5 million is deferred pursuant to the Purchase Agreement.
Series A Certificate of Designation
In connection with, and as a condition to the consummation of, the Transaction, we propose to issue one share of series A preferred stock of the Company (“Series A Preferred Stock”) to TDCC. The holder of the share, voting as a separate class, will be entitled to appoint one director to the board of directors of Boulevard (the “Preferred Director”). The Series A Preferred Stock will not have any other rights.
Investor Rights Agreement
In connection with, and as a condition to the consummation of, the Transaction, we propose to enter into an investor rights agreement by and among the Company, TDCC, and all the holders of our founder shares (the “Initial Stockholders”) and, if it has purchased Boulevard Common Stock pursuant to the Standby Agreement, Avenue Special Opportunities Fund II, L.P. (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, any holder of Boulevard Common Stock that is party to the Investor Rights Agreement is entitled to demand that we register the resale of our securities subject to certain minimum requirements. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Transaction. We are required to deliver financial statements and other information for each accounting period to those of TDCC and its subsidiaries that are holders of Boulevard Common Stock or other equity securities of the Company. The Investor Rights Agreement also provides that the Company will take all necessary action to (i) cause the Preferred Director (or a person designated by the Preferred Director) to be elected a member of the board of directors of each subsidiary of the Company and (ii) cause each of the two directors nominated to the Company’s board of directors by TDCC pursuant to the terms of the Purchase Agreement to be a member of each committee of the board of directors of which the Preferred Director is not a member. The Investor Rights Agreement also provides that TDCC and the Initial Stockholders will agree not to transfer their shares of Boulevard Common Stock from the Closing until twelve months after the Closing, subject to limited exceptions, including that TDCC has the right to transfer its securities if, in its sole discretion, TDCC determines in good faith that its ownership percentage of Boulevard Common Stock and non-voting common stock of the Company would require TDCC to consolidate the results of operations and financial position of the Company and the Company has not engaged in transactions to reduce TDCC’s ownership percentage within 20 business days. The Investor Rights Agreement supersedes all similar agreements relating to the right to register securities of the Company, and terminates any such agreements between the Company and the Initial Stockholders, such as the existing lock-up agreements between the Company and the Initial Stockholders.
The consummation of the transactions contemplated by the Purchase Agreement is subject to a number of conditions set forth in the Purchase Agreement including, among others, receipt of the requisite approval of our stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We were incorporated in Delaware on October 24, 2013 for the purpose of effecting a business combination. As of March 31, 2015, we had not yet commenced any significant operations or generated any revenues. All activity through March 31, 2015 relates to our formation, our initial public offering, the identification and evaluation of prospective candidates for an initial business combination, and general corporate matters. The proceeds from our initial public offering and the sale of private placement warrants, including proceeds from the partial exercise by the underwriters of their over-allotment option, were placed into a trust account and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less. Due to the short-term nature of these investments, we believe there is no associated material exposure to interest rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’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 Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2015. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
During the most recently completed fiscal quarter, there has been no 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.
None.
Other than the risk factors disclosed in the Preliminary Proxy Statement filed with the SEC by the Company on May 14, 2015, which are incorporated herein by reference, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 19, 2014, our sponsor purchased 5,950,000 private placement warrants, each exercisable to purchase one share of our common stock at $11.50 per share, at a price of $1.00 per warrant in a private placement that occurred simultaneously with the closing of our initial public offering. On March 13, 2014, our sponsor purchased an additional 210,000 private placement warrants in a private placement that occurred simultaneously with the purchase of additional units by the underwriters pursuant to the partial exercise of their over-allotment option.
The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. In each such transaction, such entity represented its intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the instruments representing such securities issued in such transactions.
Use of Proceeds from our Initial Public Offering
On February 19, 2014, we closed our initial public offering of 21,000,000 units and on March 13, 2014 we issued and sold an additional 1,050,000 units pursuant to the underwriters’ partial exercise of their over-allotment option, with each unit consisting of one share of common stock and one-half of one warrant to purchase one share of our common stock at an exercise price of $11.50 per share. All of the units registered were sold at an offering price of $10.00 per unit and generated gross proceeds of $220,500,000. The securities sold in our initial public offering and in connection with the over-allotment option were registered under our registration statement. The SEC declared our registration statement effective on February 12, 2014. On March 13, 2014, our sponsor and our independent directors forfeited 525,000 founder shares in connection with the purchase by the underwriters of an additional 1,050,000 units pursuant to the partial exercise of their over-allotment option.
We received proceeds of $220,500,000 from our initial public offering (including proceeds from the partial exercise by the underwriters of their over-allotment option). Of those net proceeds, approximately $7.7 million is attributable to the deferred underwriters’ discount. Expenses paid related to the offering totaled approximately $5.0 million. The net proceeds from the initial public offering were deposited into a trust account and will be part of the funds distributed to our public stockholders in the event we are unable to complete a business combination. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, the proceeds from our initial public offering will not be released from the trust account until the earlier of (a) the completion of our business combination or (b) the redemption of our public shares if we are unable to complete our business combination within 21 months from February 19, 2014 (or 24 months, as applicable), subject to applicable law. The remaining net proceeds ($1 million) not held in the trust account and up to an additional $2 million, subject to the adjustment of interest earned on our trust account (net income and franchise taxes payable), became available to use to cover operating expenses. This limitation on our working capital will preclude us from declaring and paying dividends.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY AND DISCLOSURES
None.
None.
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Exhibit |
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Description |
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31.1* |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2* |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32* |
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS* |
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XBRL Instance Document |
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101.SCH* |
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XBRL Schema Document |
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101.CAL* |
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XBRL Calculation Linkbase Document |
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101.DEF* |
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XBRL Definition Linkbase Document |
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101.LAB* |
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XBRL Label Linkbase Document |
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101.PRE* |
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XBRL Presentation Linkbase Document |
* Filed herewith.
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BOULEVARD ACQUISITION CORP. | |
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By: |
/s/ Stephen S. Trevor |
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Stephen S. Trevor | |
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Chief Executive Officer, President and Secretary | |
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(principal executive officer) | |
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By: |
/s/ Thomas Larkin |
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Thomas Larkin | |
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Chief Financial Officer | |
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(principal financial and accounting officer) | |
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Date: May 15, 2015 |
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