Company Quick10K Filing
Quick10K
Estre
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
WM Waste Management 50,228
WCN Waste Connections 24,051
SRCL Stericycle 4,092
CWST Casella Waste Systems 1,972
ECOL US Ecology 1,306
POPE Pope Resources Partnership 318
CHRA Charah Solutions 77
SMED Sharps Compliance 57
PESI Perma Fix Environmental Services 45
AWX Avalon Holdings 9
ESTR 2017-09-30
Part I - Financial Information
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 a17-20693_1ex31d1.htm
EX-31.2 a17-20693_1ex31d2.htm
EX-32 a17-20693_1ex32.htm

Estre Earnings 2017-09-30

ESTR 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 a17-20693_110q.htm 10-Q

Table of Contents

 

 

 

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 September 30, 2017

 

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: 001-37561

 

BOULEVARD ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or other jurisdiction of incorporation)

 

47-4583763
(IRS Employer Identification Number)

 

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

Non-accelerated filer o
(Do not check if a smaller

 

Smaller reporting company o

 

Emerging growth company x

 

 

 

 

reporting company)

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. 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.

 

As of November 8, 2017, 37,000,000 shares of Class A common stock, par value $0.0001 per share, and 9,250,000 shares of Class B common stock, par value $0.0001 per share, were outstanding.

 

 

 




Table of Contents

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (unaudited)

 

BOULEVARD ACQUISITION CORP. II

 

BALANCE SHEETS

 

 

 

September 30, 2017

 

December 31, 2016

 

 

 

(Unaudited)

 

(Audited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

2,486,637

 

$

925,004

 

Prepaid expenses

 

63,776

 

62,329

 

Total current assets

 

2,550,413

 

987,333

 

Non current assets:

 

 

 

 

 

Investments held in Trust Account

 

371,765,351

 

370,665,051

 

Total assets

 

$

374,315,764

 

$

371,652,384

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Franchise tax payable

 

$

27,000

 

$

113,326

 

Due to related party

 

2,330

 

42,027

 

Income tax payable

 

1,269,471

 

137,000

 

Accrued expenses

 

15,736

 

112,372

 

Total current liabilities

 

1,314,537

 

404,725

 

Other liabilities:

 

 

 

 

 

Deferred underwriting compensation

 

12,950,000

 

12,950,000

 

Total liabilities

 

14,264,537

 

13,354,725

 

 

 

 

 

 

 

Class A common stock subject to possible redemption 35,505,122 shares and 35,329,765 shares at September 30, 2017 and December 31, 2016, respectively (at a redemption value of approximately $10.00 per share)

 

355,051,217

 

353,297,649

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 

 

 

Common stock, $.0001 par value; 400,000,000 shares authorized;

 

 

 

 

 

Class A common stock, 350,000,000 shares authorized; 1,494,878 shares and 1,670,235 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively (excluding 35,505,122 shares and 35,329,765 shares subject to possible redemption at September 30, 2017 and December 31, 2016, respectively)

 

148

 

166

 

Class B common stock, 50,000,000 shares authorized; 9,250,000 shares issued and outstanding

 

925

 

925

 

Additional paid-in capital

 

3,706,469

 

5,460,019

 

Retained Earnings / (Accumulated deficit)

 

1,292,468

 

(461,100

)

Total stockholders’ equity

 

5,000,010

 

5,000,010

 

Total liabilities and stockholders’ equity

 

$

374,315,764

 

$

371,652,384

 

 

See accompanying notes to interim financial statements.

 

1



Table of Contents

 

BOULEVARD ACQUISITION CORP. II

 

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Nine months ended
September 30,

 

Three months ended
September 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Revenue

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

943,641

 

456,205

 

473,600

 

139,492

 

State franchise taxes

 

135,000

 

135,842

 

45,000

 

45,360

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(1,078,641

)

(592,047

)

(518,600

)

(184,852

)

 

 

 

 

 

 

 

 

 

 

Interest income

 

1,728,508

 

448,289

 

795,244

 

165,923

 

 

 

 

 

 

 

 

 

 

 

Other Income

 

2,493,172

 

 

2,493,172

 

 

 

 

 

 

 

 

 

 

 

 

Income/(loss) before income tax expense

 

3,143,039

 

(143,758

)

2,769,816

 

(18,929

)

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(1,389,471

)

(85,745

)

(1,102,771

)

(34,189

)

 

 

 

 

 

 

 

 

 

 

Net income/(loss) attributable to common shares outstanding

 

$

1,753,568

 

$

(229,503

)

$

1,667,045

 

$

(53,118

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

10,920,000

 

10,895,000

 

10,910,000

 

10,913,000

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income/(loss) per share

 

$

0.161

 

$

(0.021

)

$

0.153

 

$

(0.005

)

 

See accompanying notes to interim financial statements.

 

2



Table of Contents

 

BOULEVARD ACQUISITION CORP. II

 

STATEMENT OF STOCKHOLDERS’ EQUITY

For Nine Months Ended September 30, 2017

(Unaudited)

 

 

 

Common Stock

 

Additional

 

Retained
Earnings /

 

Total

 

 

 

Class A

 

Class B

 

Paid-in

 

(Accumulated

 

Stockholders’

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit)

 

Equity

 

Balances, at December 31, 2016 (audited)

 

1,670,235

 

$

166

 

9,250,000

 

$

925

 

$

5,460,019

 

$

(461,100

)

$

5,000,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in proceeds subject to possible redemption

 

(175,357

)

(18

)

 

 

 

 

(1,753,550

)

 

 

(1,753,568

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

1,753,568

 

1,753,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, at September 30, 2017 (unaudited)

 

1,494,878

 

$

148

 

9,250,000

 

$

925

 

$

3,706,469

 

$

1,292,468

 

$

5,000,010

 

 

See accompanying notes to interim financial statements.

 

3



Table of Contents

 

BOULEVARD ACQUISITION CORP. II

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine months
ended September
30, 2017

 

Nine months
ended September
30, 2016

 

Cash flows from operating activities

 

 

 

 

 

Net income/(loss)

 

$

1,753,568

 

$

(229,503

)

Adjustments to reconcile net income/(loss) to net cash used in operating activities:

 

 

 

 

 

Interest income

 

(1,728,508

)

(448,289

)

Increase (decrease) in cash attributable to changes in assets and liabilities

 

 

 

 

 

Prepaid expense

 

(1,447

)

57,166

 

Franchise tax payable

 

(86,326

)

52,500

 

Due to related party

 

(39,697

)

77,475

 

Income tax payable

 

1,132,471

 

85,745

 

Accrued expenses

 

(96,636

)

74,705

 

 

 

 

 

 

 

Net cash provided by / (used in) operating activities

 

933,425

 

(330,201

)

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

 

Proceeds from investments held in Trust Account

 

628,208

 

 

 

 

 

 

 

 

Net increase / (decrease) in cash

 

1,561,633

 

(330,201

)

 

 

 

 

 

 

Cash, beginning of period

 

925,004

 

1,472,216

 

 

 

 

 

 

 

Cash, end of period

 

$

2,486,637

 

$

1,142,015

 

 

 

 

 

 

 

Supplemental cash flow disclosure

 

 

 

 

 

Income tax paid

 

260,615

 

 

 

See accompanying notes to interim financial statements.

 

4



Table of Contents

 

BOULEVARD ACQUISITION CORP. II

NOTES TO INTERIM FINANCIAL STATEMENTS

 

1. Organization and Business Operations

 

Incorporation

 

Boulevard Acquisition Corp. II (the “Company”) was incorporated in Delaware on July 16, 2015.

 

Sponsor

 

The Company’s sponsor is Boulevard Acquisition Sponsor II, 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 specific application of the net proceeds of the initial public offering of Units (as defined in Note 3 below), although substantially all of the net proceeds from the Public Offering (as defined below) are intended to be generally applied toward consummating a business combination. However, there is no assurance that the Company will be able to successfully affect a business combination.

 

Financing

 

The Company intends to finance a business combination in part with proceeds from the $350,000,000 public offering (the “Public Offering”) (as described in Note 3) and from the $9,350,000  private placement of warrants (the “Private Placement”) (as described in Note 4) that were simultaneously consummated on September 25, 2015. On October 9, 2015, the underwriters for the Public Offering purchased additional units pursuant to the partial exercise of their over-allotment option and the Sponsor and an affiliated purchaser purchased additional private placement warrants generating aggregate additional gross proceeds of $20,400,000.  As of September 30, 2017 and December 31, 2016, approximately $371,765,000 and $370,665,000 respectively is held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).

 

Trust Account

 

The Trust Account is invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act’’), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act.

 

The Company’s amended and restated certificate of incorporation provides that, except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations, the proceeds will not be released from the Trust Account until the earlier of (a) the completion of the Company’s Initial Business Combination or (b) the redemption of the shares of Class A common stock included in the Units sold in the Public Offering (the “Public Shares”) if the Company is unable to complete its Initial Business Combination within 24 months from the closing of the Public Offering (or 27 months, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within such 24-month period), subject to applicable law. In the nine and three months ended September 30,

 

5



Table of Contents

 

BOULEVARD ACQUISITION CORP. II

NOTES TO INTERIM FINANCIAL STATEMENTS

 

1. Organization and Business Operations - (continued)

 

2017, the Company withdrew an aggregate of $628,000 and $76,000, respectively, from the interest earned on the amount held in the trust account to pay for its franchise and income tax obligations.

 

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 or to pay the Company’s franchise and income taxes, 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, 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. 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 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 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 Financial Accounting Standards Board (FASB) Accounting Standard Codification, or ASC 480, “Distinguishing Liabilities from Equity.”

 

The Company will only have 24 months from the closing of the Public Offering to complete its Initial Business Combination (or 27 months, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within such 24-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 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 to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses); 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 purchasers of the Founder Shares and Private Placement Warrants (as described in Note 4) (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.

 

6



Table of Contents

 

BOULEVARD ACQUISITION CORP. II

NOTES TO INTERIM FINANCIAL STATEMENTS

 

1. Organization and Business Operations - (continued)

 

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.

 

On August 15, 2017, the Company and Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil  (“Estre”) entered into a business combination agreement (the “Original Business Combination Agreement”, pursuant to which the Company agreed to combine with Estre (the “Business Combination”). In connection with the Business Combination, two new entities have been formed: (i) Boulevard Acquisition Corp II Cayman Holding Company, a Cayman Islands exempted company limited by shares (“Newco”), and (ii) BII Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of Newco (“Merger Sub”).

 

On September 11, 2017, the Company, Estre, Newco and Merger Sub entered into an amended and restated business combination agreement (the “Business Combination Agreement”). As a result of the Business Combination, the Company and Estre will become subsidiaries of Newco.  The amendments to the Original Business Combination Agreement, as reflected in the Business Combination Agreement, do not impact the relative economic rights of the parties thereto. Newco and Merger Sub joined as parties to the Business Combination Agreement as they were not parties to the Original Business Combination Agreement.

 

In connection with the Business Combination, the parties intend to apply to list the Newco Ordinary Shares on the Nasdaq Stock Market (“NASDAQ”).

 

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 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 Securities and Exchange Commission (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  September 30, 2017 and December 31, 2016 and the results of operations for the nine and three months ended September 30, 2017 and 2016. These unaudited 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, 2016. The results of operations for the periods ended September 30, 2017 are not necessarily indicative of the results of operations to be expected for a full fiscal year.

 

The balance sheet at December 31, 2016 was derived from the Company’s audited financial statements.

 

7



Table of Contents

 

BOULEVARD ACQUISITION CORP. II

NOTES TO INTERIM FINANCIAL STATEMENTS

 

2. Significant Accounting Policies - (continued)

 

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.

 

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.  At both September 30, 2017 and 2016, the Company had 28,250,000 warrants.  For all periods presented, the weighted average of these shares was excluded from the calculation of diluted income/(loss) per common share because their inclusion would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for all periods presented.

 

Redeemable Common Stock

 

As discussed in Note 1, all of the 37,000,000 shares of Class A common stock sold as part of the units in the Public Offering and the underwriters’ partial exercise of their over-allotment option contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, a tender offer or stockholder approval of the Initial Business Combination. In accordance with 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 ASC 480. Although the Company did not specify a maximum redemption threshold, its charter 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 recognizes 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.

 

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.

 

Income Taxes

 

The Company complies with the accounting and reporting requirements of 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,

 

8



Table of Contents

 

BOULEVARD ACQUISITION CORP. II

NOTES TO INTERIM FINANCIAL STATEMENTS

 

2. Significant Accounting Policies - (continued)

 

when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30, 2017 and December 31, 2016, the Company has a deferred tax asset of approximately $568,000 and $247,000 respectively related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.

 

For the nine months ended September 30, 2017 and 2016, the Company recorded a provision for income tax of approximately $1,389,000 and $86,000, respectively.  For the three months ended September 30, 2017 and 2016, the Company recorded a provision for income tax of approximately $1,103,000 and $34,000, respectively.  The difference between the effective tax rate and the statutory rate is due to the change in valuation allowance and the utilization of the net loss carry forwards.

 

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 September 30, 2017 and December 31, 2016. 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 is subject to income tax examinations by major taxing authorities since inception.

 

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.

 

Other Income

 

Other Income included in the statements of operations represents a broken deal fee of approximately $2.5 million that was paid by an unrelated party to the Sponsor on the Company’s behalf.  Such funds will be used as additional working capital to support the Company’s efforts in consummating a business combination, including the payment of transaction related fees and expenses.

 

3. Public Offering

 

On September 25, 2015, the Company sold 35,000,000 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 Class A common stock, $0.0001 par value per share, and one-half of one warrant (the “Warrants”).

 

Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. 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 its Initial Business Combination on or prior to the 24- month (or 27-month, as applicable) period allotted to complete the Initial Business Combination, the Warrants will expire at the end of such period. Under the terms of the warrant agreement, 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 Company’s Initial Business Combination.  If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Warrants 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.

 

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BOULEVARD ACQUISITION CORP. II

NOTES TO INTERIM FINANCIAL STATEMENTS

 

3. Public Offering (continued)

 

On October 9, 2015, the underwriters for the Public Offering purchased an additional 2,000,000 Units (the “Additional Units”) pursuant to the partial exercise of their over-allotment option. Each Additional Unit consists of one share of the Company’s Class A 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 per share. The Additional Units were sold at an offering price of $10.00 per Additional Unit, generating gross proceeds to the Company of $20,000,000.

 

4. Related Party Transactions

 

Founder Shares

 

In July 2015, the Sponsor purchased 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for $25,000, or approximately $.002 per share. On September 3, 2015, the Sponsor assigned 100,626 Founder Shares to the independent director nominees at their original purchase price. In addition, the Sponsor also transferred 251,563 Founder shares to an unaffiliated purchaser.

 

The Founder Shares are identical to the Class A common stock included in the Units being sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Initial Shareholders have waived their rights to participate in any redemption with respect to the Founder Shares (see Note 1). The Initial Stockholders collectively own 20.0% of the Company’s issued and outstanding shares following the Public Offering. If the underwriters’ over-allotment option (see Note 7) is not exercised in full, then up to 1,312,500 Founder Shares may be forfeited in such amount as to maintain the ownership of the Initial Stockholders at 20.0% of the Company’s issued and outstanding shares of Class A and Class B common stock.  On October 9, 2015, the Sponsor, an unaffiliated purchaser and the Company’s independent directors forfeited 812,500 Founder Shares in connection with the purchase by the underwriters of 2,000,000 Additional Units pursuant to the partial exercise of their over-allotment option.

 

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment as described below. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the Public Shares and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock issued and outstanding upon completion of the Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination or pursuant to Private Placement Warrants (as defined below) issued to the Sponsor. Holders of the Class B common stock and holders of the Class A common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law.

 

The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s Initial Business Combination, or earlier if, subsequent to the Company’s Initial Business Combination, 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 Company’s Initial Business Combination or (B) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

 

Private Placement Warrants

 

The Sponsor purchased from the Company an aggregate of 9,350,000 Warrants at a price of $1.00 per Warrant (a purchase price of $9.35 million), in a private placement that occurred simultaneously with the

 

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BOULEVARD ACQUISITION CORP. II

NOTES TO INTERIM FINANCIAL STATEMENTS

 

4. Related Party Transactions (continued)

 

completion of the Public Offering (the “Private Placement Warrants”).  On October 9, 2015, the Sponsor and an unaffiliated purchaser purchased from the Company an additional 400,000 Private Placement Warrants at price of $1.00 per Warrant (a purchase price of $400,000) 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 Class A common stock at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the trust account pending completion of the Company’s Initial Business Combination.

 

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 Stockholders or their permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Stockholders 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 Public 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.

 

Registration Rights

 

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to certain registration rights pursuant to a rights agreement. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities under the Security Act. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

 

Administrative Services Agreement

 

Commencing on 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 nine months ended September 30, 2017 and 2016, the Company recognized $90,000 and $90,000 respectively of expense pursuant to the administrative services agreement. For the three months ended September 30, 2017 and 2016, the Company recognized $30,000 and $30,000 respectively of expense pursuant to the administrative services agreement. At September 30, 2017 and December 31, 2016, $0 and $30,000 were unpaid respectively and included in due to related party on the accompanying balance sheets.

 

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. Deferred Underwriting Compensation

 

The Company has agreed to pay the deferred underwriting commission totaling $12,950,000 (the “Deferred Commission”), or 3.5% of the gross offering proceeds (including the gross proceeds from the underwriters’ partial exercise of their over-allotment option) payable upon the Company’s completion of the Initial Business

 

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BOULEVARD ACQUISITION CORP. II

NOTES TO INTERIM FINANCIAL STATEMENTS

 

Combination. The Deferred Commission 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.

 

6. 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 $370,000,000 was placed in the Trust Account. These funds can only be used by the Company in connection with the consummation of an Initial Business Combination. As of September 30, 2017 and December 31, 2016, investment securities in the Company’s Trust Account consisted of approximately $371 million in shares in money market accounts invested in United States Treasury securities with a maturity of 180 days or less.

 

7. Fair Value Measurements

 

The Company complies with 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 following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 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

 

 

 

 

 

Active Markets

 

Observable Inputs

 

Unobservable Inputs

 

Description

 

September 30, 2017

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

United States Treasury Securities

 

$

371,765,351

 

$

371,765,351

 

$

 

$

 

 

 

 

 

 

Quoted

 

Significant

 

Significant

 

 

 

 

 

Prices in

 

Other

 

Other

 

 

 

 

 

Active Markets

 

Observable Inputs

 

Unobservable Inputs

 

Description

 

December 31, 2016

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

United States Treasury Securities

 

$

370,665,051

 

$

370,665,051

 

$

 

$

 

 

8. Equity

 

Common Stock — The authorized common stock of the Company includes up to 400,000,000 shares, of which 350,000,000 are Class A common stock, par value $0.0001, and 50,000,000 are Class B common stock, par value $0.0001 (see Note 4 for rights of Class B common stock). Holders of the Company’s Class A and Class B common stock are entitled to one vote for each share of common stock.  At both September 30, 2017 and December 31, 2016, there were 9,250,000 shares of Class B common stock issued and outstanding and 37,000,000 shares of Class A common stock issued and outstanding, including 35,505,122 and 35,329,765 shares subject to possible redemption.

 

Preferred Stock — The authorized preferred stock of the Company includes up to 1,000,000 shares. At September 30, 2017 and December 31, 2016, there were no shares of preferred stock issued and outstanding.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

References to the “Company,” “us” or “we” refer to Boulevard Acquisition Corp. II. 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 21, 2017, and is set forth in the Registration Statement on Form F-4 filed with the SEC by Boulevard Acquisition Corp II Cayman Holding Company on September 12, 2017 (File No. 333-220428), and “Cautionary Note Regarding Forward-Looking Statements” below.

 

Cautionary Note Regarding Forward-Looking Statements

 

The statements contained in this Report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:

 

·                  the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement;

 

·                  our inability to complete the transactions contemplated by the business combination agreement due to our failure to obtain stockholder approval;

 

·                  the risk that the proposed business combination disrupts current plans and operations of Estre (as defined below) as a result of the announcement and consummation of the transactions contemplated by the business combination agreement;

 

·                  the possibility that we and/or Estre may be adversely affected by other economic, business, and/or competitive factors;

 

·                  our potential ability to obtain additional financing to complete our initial business combination;

 

·                  our pool of prospective target businesses;

 

·                  our public securities’ potential liquidity and trading;

 

·                  the lack of a market for our securities;

 

·                  the use of proceeds not held in the trust account (as described herein) or available to us from interest income on the trust account balance; or

 

·                  our financial performance.

 

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking

 

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statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 21, 2017, and is set forth in the Registration Statement on Form F-4 filed with the SEC by Boulevard Acquisition Corp II Cayman Holding Company on September 12, 2017. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

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 September 25, 2015. 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 Boulevard Acquisition Sponsor II, LLC’s (the “Sponsor”) warrants, our capital stock, and our debt or a combination of our cash, stock and debt to fund a business combination. We are evaluating acquisition opportunities and, at any given time, may be 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 be able to complete the acquisition of a suitable target candidate on favorable terms or at all.

 

On September 11, 2017, we entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”) with Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil (“Estre”), Boulevard Acquisition Corp II Cayman Holding Company, a Cayman Islands exempted company limited by shares (“Newco”), and BII Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of Newco (“Merger Sub”), pursuant to which we agreed to combine with Estre (the “Business Combination”). As a result of the Business Combination, the Company and Estre will become subsidiaries of Newco. The Business Combination Agreement amends and restates the business combination agreement between the Company and Estre, dated August 15, 2017 (the “Original Business Combination Agreement”). The amendments to the Original Business Combination Agreement, as reflected in the Business Combination Agreement, do not impact the relative economic rights of the parties thereto. Newco and Merger Sub joined as parties to the Business Combination Agreement as they were not parties to the Original Business Combination Agreement.

 

Estre is a Brazilian waste management company which provides services including urban waste collection, recycling, soil and water remediation, hazardous industrial waste disposal, medical waste treatment, landfill operations and environmental consultancy. Estre was founded in 1999 and is based in São Paulo, Brazil.

 

Under the Business Combination Agreement: (i) the holders of shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”) will receive one ordinary share of Newco (the “Newco Ordinary Shares”) in exchange for each share of Class A Common Stock held by them (other than any shares canceled pursuant to the Business Combination Agreement or any shares of Class A Common Stock held by the public stockholders who have validly elected to have such shares redeemed by us in connection with consummation of the Business Combination), (ii) the holders of the shares of our Class B common stock, par value $0.0001 per share (“Class B Common Stock”) (the Class A Common Stock and the Class B Common Stock, collectively, the “Common Stock”), will retain their shares of the Class B Common Stock and will also receive one Class B share, par value $0.0001 per share, of Newco (the “Newco Class B Shares”), for each share of Class B Common Stock held by them, (iii) each of our outstanding warrants will cease to represent a right to acquire shares of Class A Common Stock and will instead represent the right to acquire the same number of Newco Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination (the “Converted Warrants”), and (iv) the holders of shares of Estre’s capital stock will convert their shares into 35,399,681 Newco Ordinary Shares (or 32,438,237 Newco Ordinary Shares if Angra Infra Multiestratégia Fundo de Investimento em Participações (“Angra”) elects to not convert its Estre Current Shares (as defined below) into Newco Ordinary Shares prior to effecting the Merger (as defined below)). The Newco Class B Shares will be voting shares only and have no economic rights. Following the first anniversary of the closing of the Business Combination, the holders of shares of Class B Common Stock will be entitled to exchange their shares of Class B

 

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Common Stock for Newco Ordinary Shares (on a share for share basis) and, upon such exchange, an equal number of Newco Class B Shares held by the exchanging shareholder shall be automatically surrendered to Newco for no consideration and, accordingly, the exchanging shareholder shall cease to be a holder of the portion of such Newco Class B Shares automatically surrendered.

 

In connection with the Business Combination, the parties intend to apply to list the Newco Ordinary Shares on the Nasdaq Stock Market (“NASDAQ”).

 

Prior to the closing of the Business Combination, Estre and Newco will complete a restructuring (the “Pre-Closing Restructuring”) pursuant to which, immediately prior to effecting the Merger, the holders of shares of Estre’s capital stock immediately prior to the Merger will convert their Estre shares (the “Estre Current Shares”) into 35,399,681 Newco Ordinary Shares, and Estre will, as a result, become a subsidiary of Newco; provided that Angra may elect to not convert its Estre Current Shares into Newco Ordinary Shares prior to effecting the Merger and may continue to hold such Estre Current Shares in relation to Angra’s put option right (the “Angra Put Option”), in which case 32,438,237 Newco Ordinary Shares would be issued to the holders of Estre’s capital stock immediately prior to the Merger (other than Angra).

 

The holders of Estre Current Shares have approved the Business Combination and the Pre-Closing Restructuring, including the exchange (subject to Angra in relation to the Angra Put Option) of the Estre Current Shares for the Newco Ordinary Shares.

 

Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Newco. Each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any shares canceled pursuant to the Business Combination Agreement or any shares of Class A Common Stock held by holders who have validly elected to have their shares redeemed by the Company in connection with consummation of the Business Combination), will be automatically converted into one Newco Ordinary Share.

 

Each share of Class B Common Stock issued and outstanding immediately prior to the effective time of the Merger (following the forfeiture of the shares of Class B Common Stock, if any, pursuant to the Forfeiture and Waiver Agreement described below) will remain outstanding as a Class B Common Stock, and, pursuant to the Merger, each holder of Class B Common Stock will also receive one Newco Class B Share for each share of Class B Common Stock held by such stockholder. The Newco Class B Shares will be voting shares only and have no economic rights. Following the first anniversary of the closing of the Business Combination, the holders of shares of Class B Common Stock will be entitled to exchange their shares of Class B Common Stock for Ordinary Shares (on a share for share basis) and, upon such exchange, an equal number of Newco Class B Shares held by the exchanging shareholder shall be automatically surrendered to Newco for no consideration and, accordingly, the exchanging shareholder shall cease to be a holder of the portion of such Newco Class B Shares automatically surrendered.

 

In connection with the execution of the Original Business Combination Agreement, the Company, Estre and our Sponsor entered into the Forfeiture and Waiver Agreement, dated August 15, 2017 (the “Forfeiture and Waiver Agreement”), pursuant to which the Sponsor will immediately prior to the effective time of the Merger, in certain circumstances, forfeit and surrender to the Company, for no consideration, the number of shares of Class B Common Stock set forth therein.

 

Each of Boulevard’s outstanding warrants will, as a result of the Business Combination, cease to represent a right to acquire shares of Boulevard Class A Common Stock and will instead represent the right to acquire the same number of Newco Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination.

 

Each Newco Ordinary Share certificate issued and outstanding immediately prior to the effective time of the Merger will be automatically deemed to be substituted by one Newco Ordinary Share certificate registered pursuant to an effective registration statement on Form F-4 of Newco filed with the SEC.

 

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Consummation of the Business Combination is subject to customary conditions as set forth in our disclosure on Form 8-K filed with the SEC on August 21, 2017. We will enter into additional agreements in connection with the Business Combination.

 

Results of Operations

 

For the three months and nine months ended September 30, 2017, we had net income of $1,667,045 and $1,753,568, respectively, compared to net losses of $53,118 and $229,503, respectively, for the three months and nine months ended September 30, 2016.

 

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 the Sponsor, advances to us of $196,931 by the Sponsor under an unsecured promissory note, which was subsequently repaid and amounts held outside of our trust account. Including proceeds from the subsequent partial exercise by the underwriters of their over-allotment option, we received net proceeds of approximately $371,690,000 from (i) the sale of the units in our initial public offering, after deducting offering expenses of approximately $660,000, underwriting commissions of $7,400,000 (excluding deferred underwriting commissions of up to $12,950,000), and (ii) the sale of the private placement warrants for a purchase price of $9,750,000. $370,000,000, excluding any interest, is currently held in the trust account, $12,950,000 of which may be used to satisfy deferred underwriting commissions.

 

As of September 30, 2017, investment securities in our trust account consisted of $371,765,351 in shares in money market accounts invested in U.S. government Treasury securities.

 

As of September 30, 2017, we had a cash balance of $2,486,637, 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, other general corporate uses, and transaction related fees and expenses. We expect that all of our working capital will be used to pay these fees and expenses in connection with the consummation of the Business Combination or in the event that the Business Combination is not completed. In the nine and three months ended September 30, 2017, we withdrew an aggregate of $628,000 and $76,000, respectively, from the interest earned on the amounts held in our trust account to pay for its franchise and income tax obligations.

 

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

 

We intend to use substantially all of the funds held in the trust account (net of taxes and amounts released to us for working capital purposes) 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

 

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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.

 

On August 7, 2017, we received approximately $2.5 million for our share of a broken deal fee that was paid by the unrelated party. Such funds will be used as additional working capital to support our efforts in identifying and consummating a business combination, including the payment of transaction related fees and expenses.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2017, 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 the 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

 

$370,000,000 from our initial public offering (including proceeds from the subsequent 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 September 30, 2017, investment securities in our trust account consisted of $371,765,351 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. At both September 30, 2017 and 2016, the Company had 28,250,000 warrants. For all periods presented, the weighted average of these shares was excluded from the calculation of diluted income/(loss) per common share because their inclusion would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for all periods presented.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We were incorporated in Delaware on July 16, 2015 for the purpose of effecting a business combination. As of September 30, 2017, we were considered in the development stage and had not yet commenced any operations

 

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or generated any revenues. All activity through September 30, 2017 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 net proceeds from our initial public offering and the sale of private placement warrants 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 Securities Exchange Act of 1934, as amended (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 are 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 September 30, 2017. 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.

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

Factors that could cause our actual results to differ materially from those in this Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on February 21, 2017. 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.

 

As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on February 21, 2017, except as set forth in the Registration Statement on Form F-4 filed with the SEC by Boulevard Acquisition Corp II Cayman Holding Company on September 12, 2017, however, 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 September 25, 2015, the Sponsor purchased 9,350,000 private placement warrants, each exercisable to purchase one share of our Class A 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 October 9, 2015, the Sponsor and an unaffiliated purchaser purchased an additional 400,000 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 the registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. In

 

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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 September 21, 2015, our registration statement on Form S-1 (File No. 333-206077) was declared effective by the SEC under the Securities Act. On September 25, 2015, we closed our initial public offering of 35,000,000 units and on October 9, 2015, we issued and sold an additional 2,000,000 units pursuant to the underwriters’ partial exercise of their over-allotment option, with each unit consisting of one share of Class A Common Stock and one-half of one warrant to purchase one share of our Class A 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 $370,000,000. The securities sold in our initial public offering and in connection with the over-allotment option were registered under our registration statement. On October 9, 2015, the Sponsor, our independent directors and an unaffiliated entity forfeited 812,500 founder shares in connection with the purchase by the underwriters of an additional 2,000,000 units pursuant to the partial exercise of their over-allotment option.

 

We received net proceeds of approximately $371,690,000 from our initial public offering (including proceeds from the partial exercise by the underwriters of their over-allotment option). Of those net proceeds, up to $12,950,000 is attributable to the deferred underwriters’ discount, which has been deferred until the consummation of our initial business combination. Expenses paid related to the offering totaled approximately $8.1 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 24 months from September 25, 2015 (or 27 months, as applicable), subject to applicable law. The remaining net proceeds ($1.7 million) not held in the trust account, 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 DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit No.

 

Description

 

 

 

2.1

 

Amended and Restated Business Combination Agreement, dated September 11, 2017, by and among the Company, Estre, Newco and Merger Sub (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 12, 2017, and incorporated herein by reference).

 

 

 

31.1*

 

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.

 

 

 

31.2*

 

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*

 

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.

 

 

 

101.INS

 

XBRL Instance Document.

 

 

 

101.SCH

 

XBRL Schema Document.

 

 

 

101.CAL

 

XBRL Calculation Linkbase Document.

 

 

 

101.DEF

 

XBRL Definition Linkbase Document.

 

 

 

101.LAB

 

XBRL Label Linkbase Document.

 


* Furnished herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 BOULEVARD ACQUISITION CORP. II

 

 

 

 By:

/s/ Stephen S. Trevor

 

 

Stephen S. Trevor

 

 

Chief Executive Officer, President and Secretary

(principal executive officer)

 

 

 

 

 

 

 

 By:

/s/ Thomas Larkin

 

 

Thomas Larkin

 

 

Chief Financial Officer

 

 

(principal financial and accounting officer)

 

 

 

Date: November 9, 2017

 

 

 

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