Essex Rental Corp.
Hyde Park Acquisition CORP (Form: 10-Q, Received: 08/08/2008 06:03:14)
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 June 30, 2008

or

¨
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: 000-52459
 
HYDE PARK ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
20-5415048
(State or other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)

461 Fifth Avenue, 25th Floor
 
    
New York, New York
 
10017
(Address of Principal Executive Offices)
 
(Zip Code)

212-644-3450
(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. Yes x   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.

Large accelerated filer ¨
 
Accelerated filer ¨
Non-accelerated filer ¨
 
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x   No ¨

As of August 6, 2008, 15,750,000 shares of common stock, par value $.0001 per share, were issued and outstanding.
 


   
 
Page
Part I. Financial Information:
 
 
     
Item 1 Financial Statements - Condensed Financial Statements (Unaudited):
 
 
     
Balance Sheets
 
3
     
Statements of Operations
 
4
     
Statement of Stockholders’ Equity
 
6
     
Statements of Cash Flows
 
7
     
Notes to Condensed Financial Statements
 
8
     
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
16
     
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
 
17
     
Item 4 - Controls and Procedures
 
17
     
Part II. Other Information
 
 
     
Item 1 - Legal Proceedings
 
18
     
Item 1A- Risk Factors
 
18
     
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
 
18
     
Item 3 - Defaults Upon Senior Securities
 
18
     
Item 4 - Submission of Matters to a Vote of Security Holders
 
18
     
Item 5 - Other Information
 
18
     
Item 6 - Exhibits
 
19
     
Signatures
 
20

2


Hyde Park Acquisition Corp.
(a corporation in the development stage)

Condensed Balance Sheets

   
June 30,
     
   
2008
 
December 31,
 
   
(unaudited)
 
2007
 
ASSETS
             
Current Assets:
             
Cash
 
$
151,619
 
$
1,051,801
 
Cash held in Trust Fund
   
102,009,021
   
100,927,634
 
Deferred tax asset
   
52,460
   
28,000
 
Prepaid expenses and other current assets
   
93,710
   
33,418
 
               
Total current assets
   
102,306,810
   
102,040,853
 
               
Deferred costs
   
1,890,116
   
528,331
 
               
Total Assets
 
$
104,196,926
 
$
102,569,184
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
             
Current Liabilities:
             
Accrued expenses
 
$
1,692,148
 
$
730,410
 
Deferred underwriters fees
   
1,552,500
   
1,552,500
 
Deferred interest
   
454,982
   
243,405
 
               
Total current liabilities
   
3,699,630
   
2,526,315
 
               
Common stock, subject to possible conversion, 2,586,206 shares
   
19,932,029
   
19,932,029
 
               
Commitments
             
               
Stockholders' Equity
             
Preferred stock, $.0001 par value, Authorized 1,000,000 shares; none issued
   
-
   
-
 
Common stock, $.0001 par value, Authorized 40,000,000 shares, issued and outstanding 15,750,000 shares (which includes 2,586,206 subject to possible conversion)
   
1,575
   
1,575
 
Additional paid-in capital
   
78,410,547
   
78,410,547
 
Retained earnings during development stage
   
2,153,145
   
1,698,718
 
               
Total stockholders' equity
   
80,565,267
   
80,110,840
 
               
Total Liabilities and Stockholders' Equity
 
$
104,196,926
 
$
102,569,184
 
 
See accompanying notes to condensed financial statements
 
3


Hyde Park Acquisition Corp.
(a corporation in the development stage)

Condensed Statements of Operations

           
Period from
 
           
August 21,
 
   
For The Six
 
For The Six
 
2006
 
   
Months Ended
 
Months Ended
 
(Inception) to
 
   
June 30,
 
June 30,
 
June 30,
 
   
2008
 
2007
 
2008
 
   
(unaudited)
 
(unaudited)
 
(unaudited)
 
Formation costs
 
$
-
 
$
-
 
$
800
 
Transfer agent
   
1,609
   
-
   
1,609
 
Trustee fees
   
-
   
6,250
   
13,000
 
Management fees
   
45,000
   
28,790
   
118,790
 
Professional fees
   
106,376
   
19,790
   
149,362
 
Officers' liability insurance
   
18,637
   
-
   
41,997
 
Operating costs
   
45,321
   
20,388
   
88,651
 
Dead deal costs
   
-
   
47,500
   
193,195
 
Delaware franchise taxes
   
42,198
   
32,875
   
109,948
 
                     
Operating loss
   
(259,141
)
 
(155,593
)
 
(717,352
)
                     
Interest income
   
883,108
   
1,060,096
   
3,428,037
 
                     
Net income before income taxes
   
623,967
   
904,503
   
2,710,685
 
                     
Provision for income taxes
   
169,540
   
153,125
   
557,540
 
                     
Net income for the period
 
$
454,427
 
$
751,378
 
$
2,153,145
 
                     
Weighted average shares outstanding, basic and diluted
   
15,750,000
   
10,656,423
   
11,869,493
 
                     
Basic and diluted net income per share
 
$
0.03
 
$
0.07
 
$
0.18
 

See accompanying notes to condensed financial statements
 
4


Hyde Park Acquisition Corp.
(a corporation in the development stage)

Condensed Statements of Operations

   
For The Three
 
For The Three
 
   
Months Ended
 
Months Ended
 
   
June 30,
 
June 30,
 
   
2008
 
2007
 
   
(unaudited)
 
(unaudited)
 
Formation costs
 
$
-
 
$
-
 
Transfer agent
   
1,609
   
-
 
Trustee fees
   
-
   
2,250
 
Management fees
   
22,500
   
22,500
 
Professional fees
   
26,007
   
17,790
 
Officers' liability insurance
   
6,957
   
-
 
Operating costs
   
34,662
   
18,609
 
Dead deal costs
   
-
   
47,500
 
Delaware franchise taxes
   
18,250
   
17,105
 
               
Operating loss
   
(109,985
)
 
(125,754
)
               
Interest income
   
377,180
   
884,659
 
               
Net income before income taxes
   
267,195
   
758,905
 
               
Provision for income taxes
   
63,840
   
153,125
 
               
Net income for the period
 
$
203,355
 
$
605,780
 
               
Weighted average shares outstanding, basic and diluted
   
15,750,000
   
15,750,000
 
               
Basic and diluted net income per share
 
$
0.01
 
$
0.04
 

See accompanying notes to condensed financial statements
 
5


Hyde Park Acquisition Corp.
(a corporation in the development stage)

Condensed Statement of Stockholders' Equity

               
Earnings
     
               
accumulated
     
           
Additional
 
during the
     
   
Common Stock
     
Paid-in
 
development
     
   
Shares
 
Amount
 
Capital
 
stage
 
Total
 
                       
Issuance of common stock to initial stockholders on August 21, 2006 at $.0089 per share
   
2,812,500
 
$
281
 
$
24,719
 
$
-
 
$
25,000
 
                                 
Net loss for the period ended December 31, 2006
   
-
   
-
   
-
   
(402
)
 
(402
)
                                 
Balance at December 31, 2006
   
2,812,500
   
281
   
24,719
   
(402
)
 
24,598
 
                                 
Sale of 11,250,000 units, net of underwriters' discount and offering expenses (2,248,875 shares subject to possible redemption)
   
11,250,000
   
1,125
   
84,060,426
   
-
   
84,061,551
 
                                 
Sale of 1,687,500 additional units, net of underwriters' discount and offering expenses (337,331 shares subject to possible redemption)
   
1,687,500
   
169
   
12,757,331
   
-
   
12,757,500
 
                                 
Proceeds from issuance of underwriter's option
   
-
   
-
   
100
   
-
   
100
 
                                 
Proceeds subject to possible redemption of 2,586,206 shares
   
-
   
-
   
(19,932,029
)
 
-
   
(19,932,029
)
                                 
Sale of 1,500,000 warrants to intitial stockholders
   
-
   
-
   
1,500,000
   
-
   
1,500,000
 
                                 
Net income for the year ended December 31, 2007
   
-
   
-
   
-
   
1,699,120
   
1,699,120
 
                                 
Balance at December 31, 2007
   
15,750,000
   
1,575
   
78,410,547
   
1,698,718
   
80,110,840
 
                                 
Unaudited:
                               
Net income for the six months ended June 30, 2008
   
-
   
-
   
-
   
454,427
   
454,427
 
                                 
Balance at June 30, 2008
   
15,750,000
 
$
1,575
 
$
78,410,547
 
$
2,153,145
 
$
80,565,267
 

See accompanying notes to condensed financial statements
 
6


Hyde Park Acquisition Corp.
(a corporation in the development stage)

Condensed Statements of Cash Flows

           
Period from
 
   
For the
 
For the
 
August 21,
 
   
Six Months
 
Six Months
 
2006
 
   
Months Ended
 
Months Ended
 
(Inception) to
 
   
June 30,
 
June 30,
 
June 30,
 
   
2008
 
2007
 
2008
 
   
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
               
CASH FLOW FROM OPERATING ACTIVITIES
                   
Net income
 
$
454,427
 
$
751,378
 
$
2,153,145
 
Adjustments to reconcile net income to net cash used in
                   
operating activities
                   
Deferred income taxes
   
(24,460
)
 
-
   
(52,460
)
Changes in assets and liabilities
                   
Interest earned on trust fund
   
(1,081,386
)
 
(1,057,141
)
 
(3,849,020
)
Increase in prepaid expenses
   
(60,292
)
 
(64,885
)
 
(93,710
)
Increase in deferred interest
   
211,577
   
-
   
454,982
 
Increase (decrease) in accrued expenses
   
(60,897
)
 
202,611
   
251,182
 
                     
Net cash used in operating activities
   
(561,031
)
 
(168,037
)
 
(1,135,881
)
                     
CASH FLOWS FROM INVESTING ACTIVITIES
                   
Cash held in Trust Fund
   
-
   
(99,710,000
)
 
(99,710,000
)
Payment of deferred costs
   
(339,151
)
 
-
   
(449,151
)
Disbursement from Trust
   
-
   
452,705
   
1,550,000
 
                     
Net cash used in investing activities
   
(339,151
)
 
(99,257,295
)
 
(98,609,151
)
                     
CASH FLOW FROM FINANCING ACTIVITIES
                   
Gross proceeds from initial public offering
   
-
   
103,500,000
   
103,500,000
 
Proceeds from underwriters purchase option
   
-
   
100
   
100
 
Proceeds from issuance of warrants
   
-
   
1,500,000
   
1,500,000
 
Payments of costs of initial public offering
   
-
   
(5,021,377
)
 
(5,128,449
)
Proceeds from notes payable, stockholders
   
-
   
-
   
125,000
 
Repayments of notes payable, stockholders
   
-
   
(125,000
)
 
(125,000
)
Proceeds from sale of common stock
   
-
   
-
   
25,000
 
                     
Net cash provided by financing activities
   
-
   
99,853,723
   
99,896,651
 
                     
Net increase (decrease) in cash
   
(900,182
)
 
428,391
   
151,619
 
                     
Cash at beginning of period
   
1,051,801
   
43,276
   
-
 
                     
Cash at end of period
 
$
151,619
 
$
471,667
 
$
151,619
 
                     
Supplemental schedule of non-cash investing/financing activities:
                   
Deferred underwriters fees
 
$
-
 
$
1,552,500
 
$
1,552,500
 
Deferred acquisition costs in accrued expenses
 
$
1,022,635
 
$
-
 
$
1,440,965
 

See accompanying notes to condensed financial statements
 
7


Hyde Park Acquisition Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

1.
 
Organization and Business Operations
 
Hyde Park Acquisition Corp. (the “Company”) was incorporated in Delaware on August 21, 2006 as a blank check company whose objective is to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business.
 
The condensed financial statements at June 30, 2008 and for three and six month periods ended June 30, 2008 and 2007 are unaudited. In the opinion of management, all adjustments (consisting of normal adjustments) have been made that are necessary to present fairly the financial position of the Company as of June 30, 2008, the results of its operations for the three month and six month periods ended June 30, 2008 and 2007, and for the period from August 21, 2006 (inception) through June 30, 2008, and its cash flows and statement of stockholders' equity for the six month periods ended June 30, 2008 and 2007 and for the period from August 21, 2006 (inception) through June 30, 2008. Operating results for the interim period presented are not necessarily indicative of the results to be expected for a full year. The balance sheet at December 31, 2007 and the statement of stockholders' equity for the period then ended have been derived from the audited financial statements included in the Company's Form 10-KSB filed on March 31, 2008.
 
The statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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 for the year ended December 31, 2007 included in the Company's Form 10-KSB filed with the U.S. Securities and Exchange Commission. The accounting principles used in preparing these unaudited financial statements are consistent with those described in the December 31, 2007 audited financial statements.
 
All activity from August 21, 2006 (inception) through March 13, 2007 relates to the Company’s formation and initial public offering described below. Since March 13, 2007, the Company has been searching for prospective target businesses to acquire.
 
8

 
Hyde Park Acquisition Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements
 
   
The registration statement for the Company’s initial public offering (“Offering”) was declared effective March 5, 2007. The Company consummated the offering on March 13, 2007 (Note 2). The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to be generally applied toward consummating a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”). Furthermore, there is no assurance that the Company will be able to successfully affect a Business Combination. Upon the closing of the Offering, including the over-allotment option, an amount of $99,710,000 of the net proceeds was deposited in an interest-bearing trust account (“Trust Account”) until the earlier of (i) the consummation of a Business Combination or (ii) liquidation of the Company. Under the agreement governing the Trust Account, funds will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with 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 of 1940. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, up to an aggregate of $1,550,000 of interest earned on the Trust Account balance may be released to the Company to fund working capital requirements and tax obligations.
 
The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated.
 
All of the Company’s stockholders prior to the Offering, including all of the officers and directors of the Company (“Initial Stockholders”), have agreed to vote their 2,812,500 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company (“Public Stockholders”) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.
 
With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his shares. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders. Accordingly, a portion of the net proceeds from the offering (19.99% of the amount placed in the Trust Account) has been classified as common stock subject to possible conversion in the accompanying balance sheet.
 
9

 
Hyde Park Acquisition Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements
 
   
The Company’s Amended and Restated Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination by March 5, 2009. If the Company has not completed a Business Combination by such date, its corporate existence will cease except for the purposes of winding up its affairs. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units offered in the Offering discussed in Note 2).
 
Cash and Cash Equivalents  – Cash and cash equivalents are deposited with financial institutions as well as in short-term money market instruments with maturities of three months or less when purchased.
 
Concentration of Credit Risk – Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
 
Fair Value of Financial Instruments – The fair value of the Company’s assets and liabilities that qualify as financial instruments under SFAS No. 107 “Disclosures about Fair Value of Financial Instruments,” approximate their carrying amounts.
 
The Company accounts for derivative instruments, if any, in accordance with SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”) which establishes accounting and reporting standards for derivative instruments.
 
Deferred Income Taxes – Deferred income taxes are provided for the differences between bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
 
10

 
Hyde Park Acquisition Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements
 
   
Deferred Acquisition Costs - Deferred acquisition costs represent expenses incurred pursuant to a potential business combination arrangement. These costs are either capitalized when the deal is consummated or charged to operations at the time the deal is abandoned. If the company consummates a business combination after December 15, 2008, the effective date of FASB No. 141(R) (see below), the costs will be charged to operations.
 
Deferred Interest - Deferred interest represents 19.99% of the excess interest earned on the investments held in trust above the $1,550,000 allowable to be released to the Company to fund working capital requirements and tax obligations.
 
Net Income per Share – Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period.
 
The effect of the 12,937,500 outstanding warrants issued in connection with the initial public offering, the 1,500,000 outstanding warrants issued in connection with the private placement and the 600,000 units included in the Option described in Note 2 has not been considered in diluted earnings per share calculations since such warrants and options are contingently exercisable.  
 
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
 
       
New Accounting Pronouncements – Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
 
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which replaces FASB 141, “Business Combinations.” SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree, and the goodwill acquired. The Statement also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combinations. SFAS No. 141(R) is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (our Fiscal 2009). Should the Company consummate a business combination after this date, the Company would be required to charge its acquisition related costs as an operating expense.
 
11

 
Hyde Park Acquisition Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements
 
2.
 
Initial Public Offering
 
On March 13, 2007, the Company sold 11,250,000 units (“Units”) in the Offering at $8.00 per Unit. On March 15, 2007, the Company consummated the sale of an additional 1,687,500 Units which were subject to the underwriter’s over-allotment option.   Each Unit consists of one share of the Company’s common stock, $.0001 par value, and one Redeemable Common Stock Purchase Warrant (“Warrants”). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a Business Combination and March 5, 2008 and expiring March 4, 2011. The Warrants will be redeemable, at the Company’s option, with the prior consent of Early Bird Capital, Inc., the representative of the underwriters in the Offering (“Representative”), at a price of $.01 per Warrant upon 30 days’ notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $11.00 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given. If the Company redeems the Warrants as described above, management will have the option to require any holder that wishes to exercise his Warrant to do so on a “cashless basis.” In such event, the holder would pay the exercise price by surrendering his Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrants. In accordance with the warrant agreement relating to the Warrants sold and issued in the Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in the event that a registration is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle the warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed.
 
12

 
Hyde Park Acquisition Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements
 
   
The Company paid the underwriters in the Offering an underwriting discount of 5.5% of the gross proceeds of the Offering and a non-accountable expense allowance of 0.5% of the gross proceeds of the Offering. However, the underwriters agreed that 1.5% of the underwriting discount would be deferred and would not be paid unless and until the Company consummated a Business Combination. Accordingly, $1,552,500 has been recorded as deferred underwriting fees in the accompanying balance sheets. In connection with this Offering, the Company also issued an option (“Option”), for $100, to the Representative to purchase 600,000 Units at an exercise price of $8.80 per Unit. The Company accounted for the fair value of the Option, inclusive of the receipt of the $100 cash payment, as an expense of the Offering resulting in a charge directly to stockholders’ equity. The Company estimated that the fair value of the Option was approximately $2,019,940 ($3.3549 per Unit) using a Black-Scholes option-pricing model. The fair value of the Option granted to the Representative is estimated as of the date of grant using the following assumptions: (1) expected volatility of 43.78%, (2) risk-free interest rate of 4.67% and (3) expected life of 5 years. The Option may be exercised for cash or on a “cashless” basis, at the holder's option, such that the holder may use the appreciated value of the Option (the difference between the exercise prices of the Option and the underlying Warrants and the market price of the Units and underlying securities) to exercise the option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the Option or the Warrants underlying the Option. The holder of the Option will not be entitled to exercise the Option or the Warrants underlying the Option unless a registration statement covering the securities underlying the Option is effective or an exemption from registration is available. If the holder is unable to exercise the Option or underlying Warrants, the Option or Warrants, as applicable, will expire worthless.
 
3.
 
Private Placement
 
The Company’s directors and certain special advisors and their members purchased 1,500,000 Warrants (‘‘Insider Warrants’’) at $1.00 per Warrant (for an aggregate purchase price of $1,500,000) privately from the Company. These purchases took place simultaneously with the consummation of the Offering. All of the proceeds received from these purchases were placed in the Trust Account. The Insider Warrants are identical to the Warrants underlying the Units sold in the Offering except that if the Company calls the Warrants for redemption, the Insider Warrants may be exercisable, at the Initial Stockholders’ option, on a “cashless basis” so long as such securities are held by such Initial Stockholders or their affiliates. Furthermore, the purchasers have agreed that the Insider Warrants will not be sold or transferred by them until after the Company has completed a Business Combination.
 
13

 
Hyde Park Acquisition Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements
 
4.
 
Commitments
 
The Company occupies office space provided by ProChannel Management LLC, an affiliate of Laurence S. Levy, our chairman of the board and chief executive officer. Such affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such entity $7,500 per month for such services commencing on March 5, 2007. The statements of operations for the three and six months ended June 30, 2008 and the period from August 21, 2006 (inception) to June 30, 2008 include $22,500, $45,000 and $118,790 of expense related to this agreement, respectively.
 
Pursuant to letter agreements dated as of August 17, 2006 with the Company and the underwriter, the Initial Stockholders have waived their right to receive distributions with respect to their founding shares upon the Company’s liquidation.
 
The Initial Stockholders and the holders of the Insider Warrants (or underlying securities) will be entitled to registration rights with respect to their founding shares or Insider Warrants (or underlying securities), as the case may be. The holders of the majority of the founding shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Insider Warrants (or underlying securities) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial Stockholders and holders of the Insider Warrants (or underlying securities) have certain ‘‘piggy-back’’ registration rights on registration statements filed after the Company’s consummation of a Business Combination.
 
Early Bird Capital, Inc. has been engaged by the Company to act as the Company’s non-exclusive investment banker in connection with a proposed Business Combination. For assisting the Company in structuring and negotiating the terms of a Business Combination, the Company will pay Early Bird Capital, Inc. a cash transaction fee equal to 1% of the total consideration paid in connection with the Business Combination, with a maximum fee to be paid of $900,000. Additionally, the Company paid the fees and issued the securities to the underwriters in the Offering as described in Note 2 above.
 
14

 
Hyde Park Acquisition Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements
 
5.
 
Preferred Stock
 
The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.
 
The agreement with the underwriters prohibits the Company, prior to a Business Combination, from issuing preferred stock which participates in the proceeds of the Trust Account or which votes as a class with the Common Stock on a Business Combination.
 
6.
 
Income Taxes
 
During the six months ended June 30, 2008, the Company paid $327,500 for New York State and City Income Taxes.
 
7.
 
Purchase Agreement for Proposed Business Combination
 
At June 30, 2008, $1,890,116 of costs related to the Essex acquisition have been deferred as capitalizable acquisition costs.
 
On March 6, 2008, the Company entered into a Purchase Agreement (the “Agreement”) with Essex Crane Rental Corp., a Delaware corporation (“Essex”), Essex Holdings LLC, a Delaware limited liability company (“Holdings”), the members of Holdings and KCP Services, LLC, pursuant to which the Company agreed to purchase all of the membership interests of Holdings other than membership interests to be retained by the members of Holdings for $210,000,000 minus the value of the membership interests to be retained by the members of Holdings, subject to adjustment. The value of the retained interests for purposes of the acquisition is $10,000,000. The membership interests retained by the members of Holdings may, at their option, be exchanged for an aggregate of 1,265,823 shares of the Company’s common stock at any time after completion of the acquisition. Essex is a wholly-owned subsidiary of Holdings.
 
Essex owns the largest specialized fleet of lattice-boom crawler cranes and attachments in North America. Chicago-based Essex operates an industry-leading fleet of approximately 400 high-lift capacity crawler cranes which has been assembled throughout its 48 years of operation.
 
The Company expects that the transaction will be consummated shortly after its special meeting of stockholders to approve the transaction. The date of the meeting is still to be determined but is expected to be held in the third quarter of 2008. However, if the Essex acquisition, or an alternative business combination, is not completed by March 5, 2009, the Company will be forced to dissolve and liquidate.
 
15

 
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with our Financial Statements and footnotes thereto contained in this report.
 
Forward Looking Statements
 
The statements discussed in this Report include forward looking statements that involve risks and uncertainties detailed from time to time in our reports filed with the Securities and Exchange Commission.
 
Plan of Operations
 
We were formed on August 21, 2006 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating company.
 
We consummated our initial public offering on March 13, 2007. All activity from August 21, 2006 through March 13, 2007 related to our formation and our initial public offering. Since March 13, 2007, we have been searching for prospective target businesses to acquire.
  
For the three months ended June 30, 2007, we had a net income of $605,780 derived from interest income of $884,659 offset by $715 for officer liability insurance, $17,790 for professional fees, $6,814 for travel and other expenses, $17,105 in Delaware franchise taxes, $153,125 in New York State and City income taxes, $2,250 for trustee fees, $47,500 for dead deal expenses, $22,500 in management fees and $11,080 for other operating expenses.

For the six months ended June 30, 2007, we had a net income of $751,378 derived from interest income of $1,060,096 offset by $715 for officer liability insurance, $19,790 for professional fees, $7,476 for travel and other expenses, $32,875 in Delaware franchise taxes, $153,125 in New York State and City income taxes, $6,250 for trustee fees, $47,500 for dead deal expenses, $28,790 in management fees and $12,197 for other operating expenses.

For the three months ended June 30, 2008, we had a net income of $203,355 derived from interest income of $377,180 offset by $6,957 for officers’ liability insurance, $26,007 for professional fees, $20,106 for travel and other expenses, $18,250 in Delaware franchise taxes, $63,840 in New York State and City income taxes, $1,609 in transfer agent fees, $22,500 in management fees and $14,556 for other operating expenses.

For the six months ended June 30, 2008, we had a net income of $454,427 derived from interest income of $883,108 offset by $18,637 for officers’ liability insurance, $106,376 for professional fees, $27,567 for travel and other expenses, $42,198 in Delaware franchise taxes, $169,540 in New York State and City income taxes, $1,609 in transfer agent fees, $45,000 in management fees and $17,754 for other operating expenses.

For the period from August 21, 2006 (inception) to June 30, 2008, we had a net income of $2,153,145 derived from interest income of $3,428,037 offset by $800 for formation costs, $41,997 for officers’ liability insurance, $149,362 for professional fees, $57,791 for travel and other expenses $109,948 in Delaware franchise taxes, $557,540 in New York State and City income taxes, $14,609 for transfer agent and trustee fees, $193,195 for dead deal costs, $118,790 in management fees and $30,860 for other operating expenses.
 
We consummated our initial public offering on March 13, 2007. Gross proceeds from our initial public offering (including from our private placement of warrants and exercise of the underwriters’ over-allotment option) were $105,000,000. We incurred a total of $6,117,500 in underwriting discounts and commissions. Of that total, $1,552,500 has been accrued and deferred and will not be payable unless and until we complete a Business Combination. In addition, approximately $563,450 was paid for costs and expenses related to the offering. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering, including deferred underwriting discounts of $1,552,500, were approximately $98,423,651, of which $98,210,000 was deposited into the trust account. In addition, all of the proceeds from the private sale of the warrants were deposited into the trust fund, for a total of $99,710,000 held in trust (or approximately $7.71 per share sold in the offering). The remaining proceeds are available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions, tax payments and continuing general and administrative expenses. We intend to use substantially all of the net proceeds of our offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business. We believe we will have sufficient available funds outside of the trust fund to operate through March 5, 2009, assuming that a business combination is not consummated during that time.
 
Commencing on March 5, 2007, we began incurring a fee from ProChannel Management LLC, an affiliate of Laurence S. Levy, our chairman of the board and chief executive officer, of $7,500 per month for general and administrative services including office space, utilities and secretarial support. This arrangement is being agreed to by ProChannel Management LLC for our benefit and is not intended to provide Mr. Levy compensation in lieu of a salary. We believe, based on rents and fees for similar services in the New York City metropolitan area, that the fee charged by ProChannel Management LLC is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of a business combination or the distribution of the trust account to our public stockholders. We believe we will have sufficient available funds outside of the trust fund to operate through March 5, 2009, assuming that a business combination is not consummated during that time. From March 5, 2007 through March 5, 2009, we anticipate that we will incur approximately $250,000 of expenses for legal, accounting and other third-party expenses attendant to the search for target businesses and to the due diligence investigations, structuring and negotiating of a business combination, $180,000 for the administrative fee payable to ProChannel Management LLC ($7,500 per month for 24 months), $100,000 of expenses in legal and accounting fees relating to our SEC reporting obligations, $50,000 of expenses for the due diligence and investigation of a target business performed by our officers, directors and existing stockholders and $1,170,000 for general working capital that will be used for miscellaneous expenses, taxes and reserves, including approximately $80,000 for director and officer liability insurance premiums. We do not believe we will need to raise additional funds in order 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 a business combination that is presented to us. We would only consummate such a financing simultaneously with the consummation of a business combination. No such fund raising is contemplated in connection with the proposed acquisition of Essex.

16


On March 6, 2008, we entered into a Purchase Agreement (the “Agreement”) with Essex Crane Rental Corp., a Delaware corporation (“Essex”), Essex Holdings LLC, a Delaware limited liability company (“Holdings”), the members of Holdings and KCP Services, LLC, pursuant to which we agreed to purchase all of the membership interests of Holdings, other than membership interests to be retained by the members of Holdings, for $210,000,000 minus the value of the membership interests to be retained by the members of Holdings, subject to adjustment. The value of the retained interests for purposes of the acquisition is $10,000,000. The membership interests retained by the members of Holdings may, at their option, be exchanged for an aggregate of 1,265,823 shares of our common stock at any time after completion of the acquisition. Essex is a wholly-owned subsidiary of Holdings.
 
On May 9, 2008, we entered into Amendment No. 1 (the “Amendment”) to the Agreement. The Amendment provides for (i) deposits for new crane purchases paid by Essex prior to the closing to be taken into account in determining the purchase price adjustment related to crane purchases and sales, (ii) an adjustment to the manner in which the purchase price will be paid (cash versus retained interests in Holdings) in the event that Essex, Holdings or its members determine to purchase shares of our common stock prior to the closing and (iii) reimbursement of certain additional costs incurred by Essex, Holdings or its members in connection with the transactions under the Agreement, as amended.
 
Essex owns one of the largest specialized fleets of lattice-boom crawler cranes and attachments in North America. Chicago-based Essex operates a fleet of over 350 high-lift capacity crawler cranes and attachments which has been assembled throughout its 48 years of operation.
 
We expect that the transaction will be consummated shortly after its special meeting of stockholders to approve the transaction. The date of the meeting is still to be determined but is expected to be held in the third quarter of 2008. However, if the Essex acquisition, or an alternative business combination, is not completed by March 5, 2009, we will be forced to dissolve and liquidate.

For a more complete discussion of our proposed business combination, see our 8-K filed with the SEC on March 6, 2008, our 8-K filed with the SEC on May 12, 2008 and our Preliminary Proxy Statements for our Special Meetings of Stockholders filed with the SEC on May 12, 2008 and July 2, 2008.

Off-Balance Sheet Arrangements
 
Options and warrants issued in conjunction with our initial public offering are equity linked derivatives and accordingly represent off-balance sheet arrangements. The options and warrants meet the scope exception in paragraph 11(a) of Financial Accounting Standard (FAS) 133 and are accordingly not accounted for as derivatives for purposes of FAS 133, but instead are accounted for as equity.
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
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 company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’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, as appropriate 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 June 30, 2008. Based upon their evaluation, they concluded that our disclosure controls and procedures 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.

17


PART II.

OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

None.
 
ITEM 1A.
RISK FACTORS
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 13, 2007, we consummated our initial public offering of 11,250,000 Units. On March 15, 2007, we consummated the sale of an additional 1,687,500 Units that were subject to the underwriters’ over-allotment option. Each Unit consisted of one share of our common stock and one warrant, each to purchase one share of our common stock at an exercise price of $5.00 per share. The units were sold at an offering price of $8.00 per unit, generating total gross proceeds of $103,500,000. Simultaneously with the consummation of the IPO, we consummated the private sale of 1,500,000 warrants (“Insider Warrants”) at a price of $1.00 per warrant, generating total proceeds of $1,500,000. EBC was the managing underwriter in the offering. The securities sold in the offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-138452). The Securities and Exchange Commission declared the registration statement effective on March 5, 2007.

We incurred a total of $6,117,500 in underwriting discounts and commissions. Of that total, $1,552,500 has been accrued and deferred and will not be payable unless and until the Company completes a Business Combination. In addition, we paid approximately $563,450 for costs and expenses related to the offering.

After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering were approximately $98,423,651, of which $98,210,000 was deposited into the trust account and the remaining proceeds are available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. In addition, all of the proceeds from the private sale of the warrants were deposited into the Trust Fund, for a total of $99,710,000 (or approximately $7.71 per share sold in the offering).
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
     
None.
 
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     
None.
 
ITEM 5.
OTHER INFORMATION
     
None.

18


ITEM 6: EXHIBITS

 
(a)
Exhibits:
 
 
31.1 - Section 302 Certification by CEO & CFO  
 
 
 
 
 
32.1 - Section 906 Certification by CEO & CFO 

19


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    
HYDE PARK ACQUISITION CORP.
 
 
Dated: August 7, 2008
 
    
/s/ Laurence S. Levy
  
Laurence S. Levy
Chairman, Chief Executive Officer and
Chief Financial Officer
 
20

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE AND PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER

I Laurence S. Levy, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Hyde Park Acquisition Corp.;

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial conditions, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/s/ Laurence S. Levy
 
Dated: August 7, 2008
Laurence S. Levy
 
 
Chairman of the Board, Chief Executive Officer and
Chief Financial Officer
(Principal Executive and Principal Accounting and Financial
Officer)
 
 
 

Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hyde Park Acquisition Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2008 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I Laurence S. Levy, Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Laurence S. Levy
 
Dated: August 7, 2008
Laurence S. Levy
Chairman of the Board, Chief Executive Officer and
Chief Financial Officer
(Principal Executive and Principal Accounting and Financial
Officer)