Essex Rental Corp.
Essex Rental Corp. (Form: 10-Q, Received: 11/14/2008 17:13:37)
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, 2008

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: 000-52459
 
ESSEX RENTAL 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.)

1110 Lake Cook Road, Suite 220
 
60089
Buffalo Grove, Illinois
 
(Zip Code)
(Address of Principal Executive Offices)
 
 

847-215-6500
(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  ¨ No x

As of November 14, 2008, 13,525,176 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 Sheet
1
 
 
Statements of Operations
2
 
 
Statement of Stockholders’ Equity
4
 
 
Statement of Cash Flows
5
 
 
Notes to Condensed Financial Statements
6
 
 
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
 
 
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
18
 
 
Item 4 - Controls and Procedures
18
 
 
Part II. Other Information
 
 
 
Item 1 - Legal Proceedings
19
 
 
Item 1A- Risk Factors
19
 
 
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
19
 
 
Item 3 - Defaults Upon Senior Securities
19
 
 
Item 4 - Submission of Matters to a Vote of Security Holders
19
 
 
Item 5 - Other Information
19
 
 
Item 6 - Exhibits
20
 
 
Signatures
 
 
i


Essex Rental Corp.
(a corporation in the development stage)

Condensed Balance Sheet

   
September 30,
     
   
2008
 
December 31,
 
   
(unaudited)
 
2007
 
ASSETS
             
Current Assets:
             
Cash
 
$
17,702
 
$
1,051,801
 
Cash held in Trust Fund
   
102,555,103
   
100,927,634
 
Deferred tax asset
   
64,400
   
28,000
 
Prepaid expenses and other current assets
   
42,399
   
33,418
 
               
Total current assets
   
102,679,604
   
102,040,853
 
               
Deferred costs
   
2,212,677
   
528,331
 
               
Total Assets
 
$
104,892,281
 
$
102,569,184
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
             
Current Liabilities:
             
Accrued expenses
 
$
2,060,280
 
$
730,410
 
Deferred underwriters fees
   
1,552,500
   
1,552,500
 
Deferred interest
   
558,738
   
243,405
 
               
Total current liabilities
   
4,171,518
   
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 accumulated during development stage
   
2,376,612
   
1,698,718
 
               
Total stockholders' equity
   
80,788,734
   
80,110,840
 
               
Total Liabilities and Stockholders' Equity
 
$
104,892,281
 
$
102,569,184
 
 
See accompanying notes to condensed financial statements

1

 
Essex Rental Corp.
(a corporation in the development stage)

Condensed Statements of Operations
(Unaudited)

           
Period from
 
           
August 21,
 
   
For The Nine
 
For The Nine
 
2006
 
   
Months Ended
 
Months Ended
 
(Inception) to
 
   
September 30,
 
September 30,
 
September 30,
 
   
2008
 
2007
 
2008
 
   
(unaudited)
 
(unaudited)
 
(unaudited)
 
Formation costs
 
$
-
 
$
-
 
$
800
 
Transfer agent
   
4,686
   
-
   
4,686
 
Trustee fees
   
-
   
8,500
   
13,000
 
Management fees
   
67,500
   
51,290
   
141,290
 
Professional fees
   
154,790
   
32,204
   
197,776
 
Officers' liability insurance
   
32,447
   
11,680
   
55,807
 
Operating costs
   
67,604
   
31,576
   
110,934
 
Dead deal costs
   
-
   
47,500
   
193,195
 
Delaware franchise taxes
   
60,448
   
49,000
   
128,198
 
Other taxes
   
32,500
   
-
   
32,500
 
                     
Operating loss
   
(419,975
)
 
(231,750
)
 
(878,186
)
                     
Interest income
   
1,325,769
   
1,940,437
   
3,870,698
 
                     
Net income before income taxes
   
905,794
   
1,708,687
   
2,992,512
 
                     
Provision for income taxes
   
227,900
   
330,000
   
615,900
 
                     
Net income for the period
 
$
677,894
 
$
1,378,687
 
$
2,376,612
 
                     
Weighted average shares outstanding, basic and diluted
   
15,750,000
   
12,372,940
   
12,331,339
 
                     
Basic and diluted net income per share
 
$
0.04
 
$
0.11
 
$
0.19
 

See accompanying notes to condensed financial statements

2

 
Essex Rental Corp.
(a corporation in the development stage)

Condensed Statements of Operations
(Unaudited)

   
For The Three
 
For The Three
 
   
Months Ended
 
Months Ended
 
   
September 30
 
September 30
 
   
2008
 
2007
 
   
(unaudited)
 
(unaudited)
 
Transfer agent
 
$
3,077
 
$
-
 
Trustee fees
   
-
   
2,250
 
Management fees
   
22,500
   
22,500
 
Professional fees
   
48,414
   
12,414
 
Officers' liability insurance
   
13,810
   
10,965
 
Operating costs
   
22,283
   
11,903
 
Delaware franchise taxes
   
18,250
   
16,125
 
Other taxes
   
32,500
   
-
 
               
Operating loss
   
(160,834
)
 
(76,157
)
               
Interest income
   
442,661
   
880,341
 
               
Net income before income taxes
   
281,827
   
804,184
 
               
Provision for income taxes
   
58,360
   
176,875
 
               
Net income for the period
 
$
223,467
 
$
627,309
 
               
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

3


Essex Rental Corp.
(a corporation in the development stage)

Condensed Statement of Stockholders’ Equity

 
             
Earnings
     
               
accumulated
     
   
Common
     
Additional
 
during the
     
   
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 2,586,206shares
   
-
   
-
   
(19,932,029
)
 
-
   
(19,932,029
)
                                 
Sale of 1,500,000 warrants to initial 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 nine months ended September 30, 2008
   
-
   
-
   
-
   
677,894
   
677,894
 
                                 
Balance at September 30, 2008
   
15,750,000
 
$
1,575
 
$
78,410,547
 
$
2,376,612
 
$
80,788,734
 

See accompanying notes to condensed financial statements

4


Essex Rental Corp.
(a corporation in the development stage)
 
Condensed Statement of Cash Flows
(Unaudited)
 
           
Period from
 
   
For the 
 
For the 
 
August 21, 
 
   
Nine Months 
 
Nine Months 
 
2006
 
   
Ended 
 
Ended 
 
(Inception) to
 
   
September 30, 
 
September 30, 
 
September 30, 
 
   
2008
 
2007
 
2008
 
   
(Unaudited) 
 
(Unaudited) 
 
(Unaudited) 
 
               
CASH FLOW FROM OPERATING ACTIVITIES
                   
Net income
 
$
677,894
 
$
1,378,687
 
$
2,376,612
 
Adjustments to reconcile net income to net cash used in operating activities
                   
Deferred income taxes
   
(36,400
)
 
-
   
(64,400
)
Changes in assets and liabilities
                   
Interest earned on trust fund
   
(1,627,469
)
 
(1,932,296
)
 
(4,395,103
)
Increase in prepaid expenses and other current assets
   
(8,981
)
 
(51,669
)
 
(42,399
)
Increase in deferred interest
   
315,333
   
-
   
558,738
 
Increase in accrued expenses
   
49,876
   
211,706
   
361,955
 
                     
Net cash used in operating activities
   
(629,747
)
 
(393,572
)
 
(1,204,597
)
                     
CASH FLOWS FROM INVESTING ACTIVITIES
                   
Cash held in Trust Fund
   
-
   
(99,710,000
)
 
(99,710,000
)
                     
Payment of deferred costs
   
(404,352
)
 
-
   
(514,352
)
Disbursement from Trust
   
-
   
1,358,941
   
1,550,000
 
                     
Net cash used in investing activities
   
(404,352
)
 
(98,351,059
)
 
(98,674,352
)
                     
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
   
(1,034,099
)
 
1,109,092
   
17,702
 
                     
Cash at beginning of period
   
1,051,801
   
43,276
   
-
 
                     
Cash at end of period
 
$
17,702
 
$
1,152,368
 
$
17,702
 
                     
Supplemental schedule of non-cash investing/financing activities:
                   
Deferred underwriters fees
 
$
-
 
$
1,552,500
 
$
1,552,500
 
Deferred acquisition costs in accrued expenses
 
$
1,279,994
 
$
-
 
$
1,698,325
 

See accompanying notes to condensed financial statements

5


Essex Rental Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

1.
Organization
and
Significant
Accounting
Policies
Essex Rental Corp. (formerly Hyde Park Acquisition Corp.) (the “Company”) was incorporated in Delaware on August 21, 2006 as a blank check company whose objective was to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”). As described in Note 7 (Subsequent Events), the Company completed a Business Combination on October 31, 2008, after the date of, and the periods covered by, these unaudited financial statements.
 
The condensed financial statements at September 30, 2008 and for the periods ended September 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 September 30, 2008, the results of its operations for the three month period and nine month period ended September 30, 2008 and 2007, and for the period from August 21, 2006 (inception) through September 30, 2008, and its cash flows and statement of stockholders' equity for the nine month periods ended September 30, 2008 and 2007 and for the period from August 21, 2006 (inception) through September 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. From March 13, 2007 through October 31, 2008, the Company’s activities were limited to identifying prospective target businesses to acquire and complete a Business Combination. On October 31, 2008, after the date of, and the periods covered by, these unaudited financial statements, the Company consummated the acquisition of Essex Holdings LLC, a Delaware limited liability company (“Holdings”), and its wholly-owned subsidiary, Essex Crane Rental Corp., a Delaware corporation (“Essex”), which is described below (See Note 7).
 
Essex owns one of the largest specialized fleets 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.
 
At September 30, 2008, $2,212,677 of costs related to the Essex acquisition have been deferred as capitalizable acquisition costs.

6


Essex Rental 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 were 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”). 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 were only 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) were available to the Company 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 could be released to the Company to fund working capital requirements and tax obligations.
 
The Company, after signing the definitive agreement for the acquisition of Essex, was required to submit the transaction for stockholder approval. If stockholders owning 20% or more of the shares sold in the Offering had voted against the acquisition of Essex and exercised their conversion rights described below, the acquisition of Essex would not have been consummated.
 
All of the Company’s stockholders prior to the Offering, including all of the officers and directors of the Company (“Initial Stockholders”), 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 the Business Combination. Effective October 31, 2008, upon completion of the Essex acquisition, these voting safeguards are no longer applicable.
 
The Company’s Certificate of Incorporation provided that, any Public Stockholder who voted against the Business Combination had the right to demand that the Company convert his shares into his pro rata share of the Trust Account in which a substantial portion of the proceeds from the Company’s initial public offering described below (See Note 2) were held prior to completion of the acquisition of Essex. The per share conversion price equaled 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 could seek conversion of their shares in connection with the acquisition of Essex. Such Public Stockholders were 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.
 
On October 31, 2008, the Business Combination described in Note 7 (Subsequent Events) was approved by stockholders holding a majority of the shares issued in the Offering. Holders of 2,357,736 shares of the Company’s common stock issued in the Offering exercised their conversion rights described above.

7


Essex Rental Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

 
 
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.
 
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.
 
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.

8


Essex Rental Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

 
 
New Accounting Pronouncements – FAS Statement 141(R): Business Combinations , which applies prospectively to 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, requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. That replaces Statement 141’s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. An entity may not apply it before that date. The Company is assessing the impact, if any, this pronouncement may have on its financial statements.
 
 
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
 
Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 ("FIN 48"), “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109." FIN 48 provides detailed guidance for the financial statement recognition, measurement, and disclosure of uncertain tax positions recognized in the financial statement in accordance with SFAS No. 109. Tax positions must meet a “more likely than not” recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. During 2008 and 2007, the Company recognized no adjustments for uncertain tax benefits.
 
The Company recognizes interest and penalties, if any, related to uncertain tax positions in the computation of income before income taxes. No interest and penalties related to uncertain tax positions were accrued at September 30, 2008.
 
The 2006 and 2007 tax years remain open to examination by the taxing authorities in the jurisdiction in which the Company operates. The Company expects no material changes to unrecognized tax positions within the next twelve months.

9


Essex Rental 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 became 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.
 
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 the 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.

10


Essex Rental Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

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 agreed that the Insider Warrants would not be sold or transferred by them until after the Company completed a Business Combination.
     
4.
Commitments
The Company occupies office space provided by ProChannel Management LLC, an affiliate of Laurence S. Levy, our chairman of the board. Such affiliate has agreed that 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 with the terms of such arrangement being reconsidered from time to time. The statements of operations for the three and nine months ended September 30, 2008 and the period from August 21, 2006 (inception) to September 30, 2008 include $22,500, $67,500 and $141,290 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. 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. was 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 agreed to 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.
 
As described in Note 7 (Subsequent Events), in connection with the acquisition of Essex, on October 31, 2008, the Company entered into the (i) Employment Agreements (ii) Amended and Restated Limited Liability Company Agreement of Holdings and (iii) Registration Rights Agreement with members of Essex’s senior management, each of whom owned membership interests of Holdings prior to the completion of the acquisition of Essex.

11


Essex Rental 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 prohibited the Company, prior to a Business Combination, from issuing preferred stock which would have participated in the proceeds of the Trust Account or which would have voted as a class with the Common Stock on a Business Combination.
     
6.
Income Taxes
The provision for income taxes consists of the following:
 
   
Nine months Ended
 
   
September 30,
 
September 30,
 
   
2008
 
2007
 
Current:
             
State
 
$
106,300
 
$
172,000
 
Local
   
140,000
   
158,000
 
Prior year under accruals
   
18,000
   
-
 
Total Current
 
$
264,300
 
$
330,000
 
               
Deferred:
             
State
 
$
(15,700
)
$
-
 
Local
   
(20,700
)
 
-
 
Total Deferred
 
$
(36,400
)
$
-
 
               
Total
 
$
227,900
 
$
330,000
 

   
The Company's effective tax rate was approximately 25.2% for the nine month period ended September 30, 2008.
 
The Company has established a valuation allowance against substantially all of its deferred tax asset, which principally relates to Federal income tax temporary differences, since its income earned on the funds held in the Trust Account is not taxable for Federal income tax purposes and, at this time, it has no other operations that would generate income for Federal income tax purposes.
 
During the nine months ended September 30, 2008, the Company paid $327,500 for New York State and City Income Taxes.
     
7.
Subsequent Events
In accordance with the purchase agreement (the “Purchase Agreement”) entered into on March 6, 2008, and amended on May 9, 2008 and August 14, 2008, by the Company, Essex, Holdings, the members of Holdings and KCP Services LLC (the “Seller Representative”), on October 31, 2008, the Company acquired Essex through the acquisition of all of the membership interests of Holdings other than membership interests which were retained by members of Essex’s senior management, each of whom owned membership interests of Holdings prior to the completion of the acquisition, and whom the Company sometimes refer to collectively as the management members of Holdings or Essex’s senior management.
 
Essex owns one of the largest specialized fleets 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.


 

12


Essex Rental Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

   
The ownership interests in Holdings that were retained by the management members of Holdings (the “Retained Interests”), consist of 632,911 Class A Units of Holdings, the parent company of Essex and a subsidiary of the Company, and are exchangeable for an aggregate of 632,911 shares of the Company’s common stock. As provided in the Amended and Restated Limited Liability Company Agreement of Holdings, dated October 31, 2008, among the Company and the management members of Holdings, the Retained Interests do not carry any voting rights and are entitled to distributions from Holdings only if the Company pays a dividend to its stockholders, in which case a distribution on account of the Retained Interests will be made on an “as exchanged” basis. Holders of the Retained Interests have agreed, subject to certain exceptions, not to sell their Retained Interests in Holdings or their shares of the Company’s common stock issuable upon exchange of such Retained Interests, for a period of two years following completion of the acquisition. The Company has granted certain registration rights to the existing members of Holdings with respect to the shares of the Company’s common stock issuable upon exchange of the Retained Interests pursuant to a Registration Rights Agreement entered into by the Company and the holders of the Retained Interests contemporaneously with the closing of the acquisition of Essex.
 
In accordance with the terms of the Purchase Agreement, the Company paid a net purchase price of $94,395,209, of which $86,902,984 was paid in cash to or for the account of the existing members of Holdings and $7,492,225 funded the General Escrow Agreement (as hereinafter defined) and the Compliance Escrow Agreement (as hereinafter defined). The net purchase price represents the gross purchase price of $210,000,000 less the amount of Essex’s indebtedness outstanding as of the closing, the $5,000,000 stated value of the Retained Interests and the amount of certain other liabilities of Essex as of the closing, as adjusted for Essex’s estimated working capital and crane purchases and sales by Essex as of October 31, 2008. The net purchase price paid to the existing members of Holdings is subject to further adjustment after the closing date based on the Company’s definitive determination of Essex’s working capital.
 
The Company used $82,118,675 of the proceeds of its initial public offering held in its trust account as of the closing date, as well as $9,278,594 advanced under Essex’s new credit facility, to pay the net purchase price in the acquisition. Approximately $18,696,847 of the proceeds of the Company’s initial public offering was retained in the Company’s trust account for the benefit of stockholders who exercised their conversion rights in connection with the acquisition of Essex. Holders of 2,357,736 shares of the Company’s common stock issued in the Offering elected to convert their shares of common stock into cash held in the Trust Account at a rate of approximately $7.93 per share, or approximately $18,704,702 in the aggregate.

13


Essex Rental Corp.
(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

 
 
The unaudited pro forma condensed consolidated statement of operations information for 2007 and 2008, set forth below, presents the results of operations as if the acquisition of Essex on October 31, 2008 had occurred on the first day of each reporting period. These amounts are not necessarily indicative of future results or actual results that would have been achieved had the Essex acquisition occurred as of the beginning of such period.

   
Three Months Ended
September 30,
 
Nine Months Ended 
September 30,
 
   
2008
 
2007
 
2008
 
2007
 
                   
Revenues
 
$
22,083,049
 
$
22,156,058
 
$
64,228,789
 
$
55,054,751
 
                           
Net income
 
$
4,585,017
 
$
2,999,339
 
$
11,774,877
 
$
6,522,997
 
                           
Net income per share
         
 
             
                           
Basic
 
$
0.32
 
$
0.21
 
$
0.83
 
$
0.61
 
                           
Diluted
 
$
0.23
 
$
0.15
 
$
0.59
 
$
0.40
 

   
On October 22, 2008, the Board approved a $12 million open market common stock and/or warrant buyback program, which allows the company to purchase such securities in the open market or in private purchases after the closing of the Essex acquisition on October 31, 2008.
 
In addition to the acquisition of Essex, on October 31, 2008, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to change the Company’s name from “Hyde Park Acquisition Corp.” to “Essex Rental Corp.” and to eliminate certain provisions that are applicable to the Company only prior to completion of a Business Combination and the adoption of the Company’s 2008 Long Term Incentive Plan (the “Plan”), which provides for the issuance of stock options, stock appreciation rights, restricted stock units or performance unit awards. The maximum number of shares of the Company’s common stock as to which awards may be granted under the Plan may not exceed 1,575,000.

14


ITEM 2.

The following discussion should be read in conjunction with our Financial Statements and footnotes thereto contained in this report.
 
Forward Looking Statements
 
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve certain risks and uncertainties, including statements regarding our strategic direction, prospects and future results. Certain factors, including factors outside of our control, may cause actual results to differ materially from those contained in the forward-looking statements. All forward looking statements included in this report are based on information available to us as of the date hereof, and we assume no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur after such statements are made.
 
Overview

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. From March 13, 2007 through October 31, 2008, our activities were limited to identifying prospective target businesses to acquire and completing a business combination. On October 31, 2008, after the date of, and the periods covered by, this report, we consummated the acquisition of Essex Holdings LLC (“Holdings”) and its wholly-owned subsidiary, Essex Crane Rental Corp. (“Essex”).

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 was not payable until we completed a Business Combination on October 31, 2008. 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 were 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.

In accordance with the purchase agreement (the “Purchase Agreement”) entered into on March 6, 2008, and amended on May 9, 2008 and August 14, 2008, by us, Essex, Holdings, the members of Holdings and KCP Services LLC (the “Seller Representative”), on October 31, 2008, we acquired Essex through the acquisition of all of the membership interests of Holdings other than membership interests which were retained by members of Essex’s senior management, each of whom owned membership interests of Holdings prior to the completion of the acquisition, and whom we sometimes refer to collectively as the management members of Holdings or Essex’s senior management.

Essex, a Delaware corporation, owns one of the largest specialized fleets 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.
 
Holdings, a Delaware limited liability company, owns all of the capital stock of Essex, which is its sole asset.
 
Results of Operations
 
For the three months ended September 30, 2007, we had a net income of $627,309 derived from interest income of $880,341 offset by $10,965 for officers' liability insurance, $12,414 for professional fees, $11,038 for travel and other expenses, $16,125 in Delaware franchise taxes, $176,875 in New York State and City income taxes, $2,250 for transfer agent and trustee fees, $22,500 in management fees and $865 for other operating expenses.

15


For the nine months ended September 30, 2007, we had a net income of $1,378,687 derived from interest income of $1,940,437 offset by $11,680 for officers' liability insurance, $32,204 for professional fees, $18,514 for travel and other expenses, $49,000 in Delaware franchise taxes, $330,000 in New York State and City income taxes, $8,500 for transfer agent and trustee fees, $47,500 for dead deal expenses, $51,290 in management fees and $13,062 for other operating expenses.

For the three months ended September 30, 2008, we had a net income of $223,467 derived from interest income of $442,661 offset by $13,810 for officers’ liability insurance, $48,414 for professional fees, $6,348 for travel and other expenses, $18,250 in Delaware franchise taxes, $58,360 in New York State and City income taxes, $3,077 for transfer agent fees, $22,500 in management fees and $48,435 for other operating expenses.

For the nine months ended September 30, 2008, we had a net income of $677,894 derived from interest income of $1,325,769 offset by $32,447 for officers’ liability insurance, $154,790 for professional fees, $33,915 for travel and other expenses, $60,448 in Delaware franchise taxes, $227,900 in New York State and City income taxes, $4,686 for transfer agent fees, $67,500 in management fees and $66,189 for other operating expenses.

For the period from August 21, 2006 (inception) to September 30, 2008, we had a net income of $2,376,612 derived from interest income of $3,870,698 offset by $800 for formation costs, $55,807 for officers’ liability insurance, $197,776 for professional fees, $64,138 for travel and other expenses, $128,198 in Delaware franchise taxes, $615,900 in New York State and City income taxes, $17,686 for transfer agent and trustee fees, $193,195 for dead deal costs, $141,290 in management fees and $79,296 for other operating expenses.
 
Recent Events
 
Acquisition of Essex
 
In accordance with the Purchase Agreement, on October 31, 2008, we acquired Essex through the acquisition of all of the membership interests of Holdings other than membership interests which were retained by members of Essex’s senior management, each of whom owned membership interests of Holdings prior to the completion of the acquisition.

Essex currently owns approximately 400 crawler cranes and attachments, which it rents to customers throughout the United States and, to a lesser extent, Canada and Mexico. Essex’s cranes and attachments are used for projects in a variety of regions and industries, including the power, marine, sewer and water, transportation, infrastructure, petrochemical and municipal construction sectors. The fleet of crawler cranes and attachments is diverse by lift capacity, allowing Essex to meet the crawler crane and attachment requirements of its engineering and construction firm customer base. Essex primarily rents its crawler cranes and attachments “bare,” meaning without an Essex-supplied operator, and arranges with its customers to charge for transportation costs and repair costs while on rent.
 
The ownership interests in Holdings that were retained by the management members of Holdings (the “Retained Interests”), consist of 632,911 Class A Units of Holdings, the parent company of Essex and a subsidiary of the Company, and are exchangeable for an aggregate of 632,911 shares of our common stock. As provided in the Amended and Restated Limited Liability Company Agreement of Holdings, dated October 31, 2008, among us and the management members of Holdings, the Retained Interests do not carry any voting rights and are entitled to distributions from Holdings only if we pay a dividend to its stockholders, in which case a distribution on account of the Retained Interests will be made on an “as exchanged” basis. Holders of the Retained Interests have agreed, subject to certain exceptions, not to sell their Retained Interests in Holdings or their shares of our common stock issuable upon exchange of such Retained Interests, for a period of two years following completion of the acquisition.

In accordance with the terms of the Purchase Agreement, we paid a net purchase price of $94,395,209, of which $86,902,984 was paid in cash to or for the account of the existing members of Holdings and $7,492,225 funded two escrow agreements that we entered into in connection with the closing of the acquisition. The net purchase price represents the gross purchase price of $210,000,000 less the amount of Essex’s indebtedness outstanding as of the closing, the $5,000,000 stated value of the Retained Interests and the amount of certain other liabilities of Essex as of the closing, as adjusted for Essex’s estimated working capital and crane purchases and sales by Essex as of October 31, 2008. The net purchase price paid to the existing members of Holdings is subject to further adjustment after the closing date based on the Company’s definitive determination of Essex’s working capital.

16


We used $82,118,675 of the proceeds of our initial public offering held in our trust account as of the closing date, as well as $9,278,594 advanced under Essex’s new credit facility (which became effective upon the closing), to pay the net purchase price in the acquisition. Holders of 2,357,736 shares of the Company’s common stock issued in the Offering elected to convert their shares of common stock into cash held in the Trust Account at a rate of approximately $7.93 per share, or approximately $18,704,702 in the aggregate.  
 
For a more complete discussion of our acquisition of Essex and related transactions and agreements, see our Form 8-K filed with the Securities and Exchange Commission on November 6, 2008.

Amendment to Certificate of Incorporation and 2008 Long Term Incentive Plan

In addition to the acquisition of Essex, on October 31, 2008, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Certificate of Incorporation to change the Company’s name from “Hyde Park Acquisition Corp.” to “Essex Rental Corp.” and to eliminate certain provisions that are applicable to the Company only prior to completion of a Business Combination and the adoption of the Company’s 2008 Long Term Incentive Plan (the “Plan”), which provides for the issuance of stock options, stock appreciation rights, restricted stock units or performance unit awards. The maximum number of shares of the Company’s common stock as to which awards may be granted under the Plan may not exceed 1,575,000.

For a more complete discussion of the Amendment and the Plan, see our Definitive Proxy Statement for our Special Meeting of Stockholders filed with the SEC on October 8, 2008.

Share Buy-back Program

In October, 2008, the Company’s board of directors approved a $12 million open market common stock and/or warrant buyback program intended to be implemented subsequent to closing the acquisition.

Liquidity and Capital Resources

The total net proceeds to us from our initial public 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. The remaining proceeds were 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 used $82,118,675 of the proceeds of our initial public offering held in our trust account as of the closing date of the acquisition of Essex, as well as $9,278,594 advanced under Essex’s new credit facility, to pay the net purchase price in the acquisition. Holders of 2,357,736 shares of our common stock issued in the Offering elected to convert their shares of common stock into cash held in the Trust Account at a rate of approximately $7.93 per share, or approximately $18,704,702 in the aggregate. The remaining 1,814,160.47 held in the Trust Account was disbursed to the Company.

The Company has paid or has available sufficient cash to fully pay all of its current liabilities reported in the financial statements as of September 30, 2008. We believe that cash generated from Essex’s operations and availability of borrowing under Essex’s credit facility will provide sufficient cash availability to cover the Company’s anticipated working capital needs, capital expenditures and debt service requirements for the next twelve months.

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.

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 1 to the unaudited condensed financial statements included elsewhere in this report.

17


ITEM 3.

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 September 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.

18


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).

On October 31, 2008, in connection with our acquisition of Essex, approximately $82,118,675 of the proceeds held in the trust account were used to pay a portion of the net purchase price payable in the acquisition. On or about November 5, 2008, approximately $18,704,714 of the proceeds held in the trust account were released to our stockholders who exercised their conversion rights in connection with the acquisition of Essex and the remaining balance of approximately $1,814,160 was released to us.
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
     
None.
 
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     
None.
 
ITEM 5.
OTHER INFORMATION
     
None.

19


  ITEM 6: EXHIBITS

 
(a)Exhibits:
 
 
31.1
Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
 
31.2
Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
 
32.1
Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
 
32.2
Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

20


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.

 
ESSEX RENTAL CORP.
 
 
Dated: November 14, 2008
 
 
/s/ Martin Kroll
 
 Martin Kroll
 
 Chief Financial Officer
 
 
Dated: November 14, 2008
/s/ Ronald Schad
 
 Ronald Schad
 
 Chief Executive Officer
   
 
21

 
 
Exhibit 31.1

CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER

I Martin Kroll, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Essex Rental 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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/ Martin Kroll
 
Dated: November 14, 2008
Martin Kroll
 
 
Chief Financial Officer
(Principal Accounting and Financial Officer)
 
 


 
 
Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I Ronald Schad, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Essex Rental 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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/ Ronald Schad
 
Dated: November 14, 2008
Ronald Schad
 
 
Chief Executive Officer
(Principal Executive 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 Essex Rental Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2008 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Martin Kroll, 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/ Martin Kroll
 
Dated: November 14, 2008
Martin Kroll
Chief Financial Officer
(Principal Accounting and Financial Officer)
 
 

 
 

 
 
 
Exhibit 32.2

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 Essex Rental Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2008 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I Ronald Schad, Chief Executive 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/ Ronald Schad
 
Dated: November 14, 2008
Ronald Schad
Chief Executive Officer
(Principal Executive Officer)