UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2014

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________to_________

 

Commission file number: 001-35848

 

HF2 FINANCIAL MANAGEMENT INC.
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware	46-1314400
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

 

999 18^th Street, Suite 3000
Denver, Colorado 80202
(Address of Principal Executive Offices and Zip Code)

 

(303) 498 – 9737
(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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. (Check one):

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company ¨
(Do not check if smaller reporting company)

 

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 November 14, 2014, 23,592,150 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B Common Stock, par value $0.000001 per share, were issued and outstanding.

 

 

	Page
PART I. FINANCIAL INFORMATION
Item 1 – Financial Statements
Unaudited Condensed Balance Sheets	3
Unaudited Condensed Statements of Operations	4
Unaudited Condensed Statement of Stockholders’ Equity	5
Unaudited Condensed Statements of Cash Flows	6
Notes to Unaudited Condensed Financial Statements	7
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	20
Item 4 – Controls and Procedures	20
PART II. OTHER INFORMATION	21
Item 1A – Risk Factors	21
Item 6 – Exhibits	21
Signatures	22

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

UNAUDITED CONDENSED BALANCE SHEETS

 

		September 30, 2014				December 31, 2013
		(unaudited)
ASSETS
Current assets
Cash		$	127,286			$	619,440
Prepaid expenses			11,785				90,734
Total current assets			139,071				710,174
Cash and investments held in Trust Account			184,747,123				184,846,520
Total assets		$	184,886,194			$	185,556,694
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued operating expenses (including amounts due to related parties of $38,848 at September 30, 2014)			369,110				8,644
Accrued franchise taxes			27,000				180,000
Total current liabilities			396,110				188,644
Deferred commissions			101,460				101,460
Total liabilities			497,570				290,104
Commitments and contingencies
Common Stock, subject to possible conversion, 16,414,344 and 16,497,960 shares at conversion value, respectively			172,350,612				173,228,580
Stockholders’ equity
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding			—				—
Class A Common Stock, $0.0001 par value; 180,000,000 shares authorized; 7,177,806 shares (excluding 16,414,344 shares subject to possible conversion) issued and outstanding as of September 30, 2014 and 7,094,190 shares (excluding 16,497,960 shares subject to possible conversion) issued and outstanding as of December 31, 2013			718				709
Class B Common Stock, $0.000001 par value; 20,000,000 shares authorized; 20,000,000 shares issued and outstanding			20				20
Additional paid-in capital			13,434,305				12,556,346
Deficit accumulated during the development stage			(1,397,031	)			(519,065	)
Total Stockholders’ Equity			12,038,012				12,038,010
Total Liabilities and Stockholders’ Equity		$	184,886,194			$	185,556,694

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

 

		For the three months ended								For the nine months ended								For the period from October 5, 2012 (Inception) to
		September 30, 2014				September 30, 2013				September 30, 2014				September 30, 2013				September 30, 2014
Operating Expenses
Professional fees		$	425,602				49,623			$	489,148			$	114,824			$	616,430
Franchise taxes			45,000				45,000				135,085				135,603				315,687
Insurance			29,729				30,000				89,729				63,226				182,955
Administrative expense			30,000				30,000				90,000				63,226				183,226
Travel and entertainment			23,707				6,102				40,207				35,515				80,330
Other			28,369				31,043				84,399				58,971				168,025
Loss from operations			(582,407	)			(191,768	)			(928,568	)			(471,365	)			(1,546,653	)
Investment income / (loss)			(822	)			38,663				50,602				96,047				149,622
Net loss		$	(583,229	)			(153,105	)			(877,966	)		$	(375,318	)		$	(1,397,031	)
Weighted average number of shares outstanding			23,592,150				23,592,150				23,592,150				17,541,302				18,615,420
Net loss per share, basic and diluted		$	(0.02	)			(0.01	)			(0.04	)		$	(0.02	)		$	(0.08	)

  

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

 

		Class A Common Stock								Class B Common Stock
		Shares				Amount				Shares				Amount				Additional Paid-In Capital				Deficit Accumulated During the Development Stage				Total
Balance at December 31, 2013			23,592,150				709				20,000,000				20				12,556,346				(519,065	)			12,038,010
Change in proceeds subject to possible conversion of shares							9												877,959								877,968
Net loss for the period																							(877,966	)			(877,966	)
Balance at September 30, 2014			23,592,150			$	718				20,000,000			$	20				13,434,305			$	(1,397,031	)		$	12,038,012

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

 

		For the nine months ended								For the period from October 5, 2012 (Inception) to
		September 30, 2014				September 30, 2013				September 30, 2014
Cash flows from operating activities
Net loss		$	(877,966	)		$	(375,318	)		$	(1,397,031	)
Adjustments to reconcile net loss to net cash used in operating activities
(Increase) / decrease in prepaid expenses			78,948				(135,340	)			(11,786	)
(Increase) / decrease in fair value of Trust Account			(50,602	)			(96,047	)			(149,622	)
Cash withdrawn from Trust Account			150,000				—				150,000
(Increase) / decrease in other non-current assets			—				—				—
Increase in accrued operating expenses			360,466				16,403				369,110
Increase / (decrease) in accrued franchise taxes			(153,000	)			135,000				27,000
Net cash used in operating activities			(492,154	)			(455,302	)			(1,012,329	)
Cash flows from investing activities
Cash deposited in Trust Account			—				(184,747,500	)			(184,747,500	)
Net cash provided by / (used in) investing activities			—				(184,747,500	)			(184,747,500	)
Cash flows from financing activities
Proceeds from issuance of Class A Common Stock			—				191,942,605				191,967,605
Cost of repurchases of Class A Common Stock			—				(7,760	)			(7,760	)
Proceeds from issuance of Class B Common Stock			—				—				20
Proceeds from notes payable			—				50,000				200,000
Repayment of notes payable			—				(200,000	)			(200,000	)
Payment of commissions			—				(170,200	)			(170,200	)
Payment of costs of public offering			—				(5,826,520	)			(5,902,550	)
Net cash provided by financing activities			—				185,788,125				185,887,115
Net increase / (decrease) in cash		$	(492,154	)		$	585,323			$	127,286
Balance of cash at beginning of period		$	619,440			$	98,990			$	—
Balance of cash at end of period		$	127,286			$	684,313			$	127,286
Supplemental schedule of non-cash financing activities
Accrual of costs of public offering		$	—			$	—			$	—
Accrual of deferred commissions		$	—			$	101,460			$	101,460

 

The accompanying notes are an integral part of these unaudited condensed financial statements. 

 

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

Note 1 — Organization and Plan of Business Operations

 

HF2 Financial Management Inc. (a company in the development stage) (the “Company”) is a Delaware corporation formed on October 5, 2012 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). On September 16, 2014, the Company entered into a definitive agreement with respect to a proposed Business Combination with ZAIS Group Parent, LLC (“ZGP”). See Note 9 for further information regarding this proposed transaction.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014.

 

On February 13, 2013, the Company changed its name from H2 Financial Management Inc. to HF2 Financial Management Inc. to avoid any potential confusion with other entities using similar versions of the “H2” name in their respective businesses.

 

All activity from October 5, 2012 (inception) through September 30, 2014 relates to the Company’s formation, initial public offering (described below) and the identification and investigation of prospective target businesses with which to consummate a Business Combination.

 

The Company is considered to be a development stage company and, as such, the Company’s financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) topic 915 “Development Stage Entities.” The Company is subject to all of the risks associated with development stage companies.

 

The registration statement for the Company’s initial public offering was declared effective on March 21, 2013. On March 27, 2013, the Company consummated its initial public offering (the “Public Offering”) through the sale of 15,300,000 shares (the “Public Shares”) of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) at $10.00 per share and received proceeds, net of the underwriters’ discount and offering expenses, of $147,763,000. Simultaneously with the consummation of the Public Offering, the Company sold 1,414,875 shares of Class A Common Stock (the “Sponsors’ Shares”) to the Company’s initial stockholders (collectively, the “Sponsors”) at $10.00 per share in a private placement (the “Private Placement”) and raised $13,910,939, net of commissions.

 

In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to an additional 2,295,000 Public Shares to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 Public Shares. The Company closed the sale of the Public Shares pursuant to the exercise of the over-allotment option on April 1, 2013 and received proceeds, net of the underwriters’ discount, of $22,284,450. Simultaneously with the closing of the sale of the Public Shares pursuant to the exercise of the over-allotment option, the Company raised an additional $1,801,401, net of commissions, through the sale of an additional 183,525 Sponsors’ Shares to the Sponsors in a private placement to maintain in the Trust Account an amount equal to $10.50 per Public Share sold. See Note 3 – Public Offering and Private Placement.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. However, there is no assurance that the Company will be able to effect a Business Combination successfully. Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in a Trust Account (the “Trust Account”). Substantially all of the proceeds held in the Trust Account have been and will continue to be invested in United States government treasury bills having a maturity of 180 days or less and/or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. Two of the Company’s officers and the estate of one of the Company’s former officers have agreed to be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. 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. In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its income, franchise and other tax obligations and to pay for its working capital requirements in connection with searching for a Business Combination.

 

The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”). Pursuant to the Nasdaq listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for its Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance.

 

The Company will seek stockholder approval of any Business Combination at a meeting called for such purpose at which Public Stockholders (as defined below) may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and interest income). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and a majority of the outstanding shares of the Company voted are voted in favor of the Business Combination. Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors have agreed (1) to vote any of their respective Founders’ Shares (as defined below), Sponsors Shares and any Public Shares they acquired in the proposed public offering or may acquire in the aftermarket in favor of the Business Combination and (2) not to convert any of their respective Founders’ Shares and Sponsors Shares.

 

On September 16, 2014, the Company entered into a definitive agreement with respect to a proposed Business Combination with ZGP. Pursuant to the Company’s amended and restated Certificate of Incorporation, the Company will continue in existence only until March 21, 2015. If the Company has not completed the proposed Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares held by the public stockholders of the Company (“Public Stockholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of franchise taxes and income taxes payable with respect to interest earned on the Trust Account, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (except for the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially $10.50 per share, plus any pro rata interest earned on the Trust Account not previously released to the Company).

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

Note 2 — Significant Accounting Policies

 

Cash and Cash Equivalents

 

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions.

 

Concentration of Credit Risk

 

The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit.

 

Fair Value of Financial Instruments

 

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

 

·

Level 1. Quoted prices in active markets for identical assets or liabilities.

·

Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly.

·

Level 3. Significant unobservable inputs that cannot be corroborated by market data.

 

The Company considers its investments in U.S. treasury bills as trading securities and carries them at fair value based on quoted market prices, a Level 1 input. The (decrease) / increase in fair value subsequent to the purchase of these securities, amounting to $(822) and $38,663, for the three months ended September 30, 2014 and 2013 respectively, $50,602 and $96,047 for the nine months ended September 30, 2014 and 2013 respectively, and $149,622 for the period from October 5, 2012 (Inception) to September 30, 2014, is recorded as interest income in the accompanying unaudited condensed statements of operations.

 

Net Loss per Share

 

Net Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company does not have any dilutive securities outstanding. As such, basic net loss per share equals dilutive net loss per share for the period. Shares of the Company’s Class B Common Stock have no economic rights, other than the right to be redeemed at par value upon liquidation. As such shares of Class B Common Stock are not considered participating securities and therefore not included in the calculation of net loss per share.

 

Common Stock, Subject to Possible Conversion

 

The Company accounts for its shares subject to possible conversion in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Under such standard, shares subject to mandatory conversion (if any) are classified as liability instruments and are measured at fair value. Under ASC 480, conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s Public Shares feature certain conversion rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2014, the shares subject to possible conversion are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

 

Income Taxes

 

The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

 

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from October 5, 2012 (inception) through September 30, 2014.

 

Recent 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.

 

Note 3 — Public Offering and Private Placement

 

On March 27, 2013, the Company sold 15,300,000 shares of Class A Common Stock at an offering price of $10.00 per share generating gross proceeds of $153,000,000 in the Public Offering. Simultaneously with the consummation of the Public Offering, the Company consummated the Private Placement with the sale of 1,414,875 Sponsors’ Shares to its initial stockholders at a price of $10.00 per share, generating total proceeds of $14,148,750. The Sponsors’ Shares are identical to the shares of Class A Common Stock sold in the Public Offering, except that the Sponsors have agreed to vote the Sponsors’ Shares in favor of any proposed Business Combination, and not to convert any Sponsors’ Shares in connection with a stockholder vote to approve a proposed Business Combination. In the event of a liquidation prior to a Business Combination, the Sponsors have agreed that the Sponsors’ Shares will not participate in liquidating distributions. Additionally, the Sponsors have agreed not to transfer, assign or sell any of the Sponsors’ Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

 

In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to an additional 2,295,000 Public Shares to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 Public Shares. The Company closed the sale of the Public Shares pursuant to the exercise of the over-allotment option on April 1, 2013 generating gross proceeds of $22,950,000 at an offering price of $10.00 per share. Simultaneously with the closing of the sale of the Public Shares pursuant to the exercise of the over-allotment option, the Company raised an additional $1,835,250 of gross proceeds through the sale of an additional 183,525 Sponsors’ Shares to its initial stockholders at a price of $10.00 per share in a private placement.

 

Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in the Trust Account.

 

The Company entered into an agreement with the underwriters of the Public Offering (“Underwriting Agreement”) after the registration statement for the Company’s initial public offering was declared effective on March 21, 2013. Pursuant to the Underwriting Agreement, the Company paid 2.9% of the gross proceeds of the Public Offering, including the over-allotment option, or $5,102,550, as an underwriting discount.

 

The Company also paid EarlyBirdCapital, Inc. commissions of $170,200 upon the sales of the Sponsors’ Shares and has agreed to pay deferred commissions of $101,460 upon the closing of the Company’s initial Business Combination. At its option, the Company may pay the deferred commissions in cash or in shares of the Company’s Class A Common Stock based on a price of $10.50 per share (“Deferred Commission Shares”).

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

The Company has also engaged EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P. as advisors and investment bankers in connection with a Business Combination, and will pay such firms an aggregate cash advisory fee of 4.0% of the gross proceeds of the Public Offering if the Company consummates a Business Combination.

 

The Sponsors are entitled to registration rights with respect to the Founders’ Shares and the Sponsors’ Shares, EarlyBirdCapital, Inc. will be entitled to registration rights with respect to the Deferred Commission Shares and the Sponsors and the Company’s officers, directors and Advisory Board members will be entitled to registration rights with respect to any shares they may be issued in payment of working capital loans made to the Company, pursuant to a registration rights agreement. The holders of the majority of the Founders’ 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 Sponsors’ Shares or shares issued in payment of working capital loans made to the Company or holders of Deferred Commission Shares are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Sponsors, the holders of shares issued in payment of working capital loans made to the Company and the holders of Deferred Commission Shares have certain “piggyback” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

 

Note 4 — Trust Account

 

Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in the Trust Account. Substantially all of the proceeds held in the Trust Account have been and will continue to be invested in United States government treasury bills having a maturity of 180 days or less and/or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time.

 

As of September 30, 2014, cash and investment securities held in the Trust Account consisted of the following:

 

		Maturity		Fair Value
U.S. Treasury Bill		December 18, 2014			184,744,610
Cash and cash equivalents		NA			2,513
Total				$	184,747,123

 

In the 3^rd quarter of 2014, the Company withdrew $150,000 of investment earnings on the Trust Account for use in its ongoing operations. The maturity value of the U.S. Treasury Bill held in the Trust Account is $184,752,000.

 

Note 5 — Notes Payable to Stockholders and Sponsors — Related Parties

 

On November 30, 2012, the Company issued unsecured promissory notes to some of its initial stockholders in an aggregate principal amount of $150,000. On March 21, 2013, the Company issued an additional unsecured promissory note to one of its initial stockholders in the principal amount of $50,000. All of the notes were non-interest bearing and payable on the earliest to occur of (i) November 29, 2013, (ii) the consummation of the Public Offering or (iii) the date on which the Company determined not to proceed with the Public Offering. The notes were repaid immediately following the consummation of the Public Offering from the net proceeds of such Public Offering.

 

Subsequent to the period ending September 30, 2014, on October 23, 2014, one of our Sponsors loaned to us $300,000 pursuant to an interest-free promissory note. The loan will become due and payable upon the earlier of the consummation of our initial Business Combination and March 21, 2015.

 

Note 6 — Commitments and Contingencies

 

The Company receives general and administrative services including office space, utilities and secretarial support from Berkshire Capital Securities LLC, an affiliate of the Company’s Chairman and CEO. The Company agreed to pay Berkshire Capital a monthly fee of $10,000 for such services beginning March 21, 2013, the effective date of the registration statement for the Public Offering. This arrangement will terminate upon completion of the Company’s Business Combination or the distribution of the Trust Account to the Public Stockholders.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

The Company incurred expenses of $30,000 and $30,000 for the three months ended September 30, 2014 and 2013 respectively, $90,000 and $63,226 for the nine months ended September 30, 2014 and 2013 respectively, and $183,226 for the period from October 5, 2012 (Inception) to September 30, 2014, related to this arrangement. The expense is reflected in the Unaudited Condensed Statements of Operations as Administrative expense.

 

The Company’s transaction expenses as a result of the proposed Business Combination with ZGP are currently estimated at approximately $9.7 million, which is comprised of (i) a $7.0 million advisory fee split between EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P., and (ii) $2.7 million of other expenses including, but not limited to, legal, accounting and consulting services and costs incurred with the filing, printing and mailing of a proxy statement and the solicitation of the approval of the proposed Business Combination by our stockholders. Through September 30, 2014, the Company has incurred $408,000 of transaction expenses which are included in the accompanying Unaudited Condensed Statements of Operations, principally in the category of professional fees. Certain of the anticipated remaining transaction expenses are contingent upon the closing of the ZAIS Business Combination.

 

Note 7 — Income Taxes

 

The Company has recorded deferred tax assets relating to expenses deferred for income tax purposes at September 30, 2014 and December 31, 2013 amounting to $528,690 and $195,756, respectively, as well as offsetting full valuation allowances, as the Company is not currently generating income that will allow this asset to be realized. The table below sets forth the Company’s deferred tax assets. The Company has year to date net operating losses of $85,070 through September 30, 2014, and net operating losses of $83,035 and $500 for tax years 2013 and 2012, respectively, which may be carried forward until 2034, 2033 and 2032, respectively.

 

		(unaudited)
		September 30, 2014				December 31, 2013
Development stage expenses capitalized		$	(464,603	)		$	(164,007	)
Net operating loss carry-forward			(64,087	)			(31,749	)
Less: valuation allowance			528,690				195,756
Net deferred tax assets		$	—			$	—

 

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company was incorporated on October 5, 2012, and the evaluation was performed for the tax years ended December 31, 2012 and 2013, which are the only periods subject to examination.

 

Note 8 — Stockholder Equity

 

Preferred Stock

 

The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors.

 

As of September 30, 2014, there are no shares of preferred stock issued or outstanding.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

Class A Common Stock

 

The Company is authorized to issue 180,000,000 shares of Class A Common Stock with a par value of $0.0001 per share.

 

In connection with the organization of the Company, on December 5, 2012, a total of 4,255,000 shares of the Company’s Class A Common Stock were sold to certain of the Sponsors at a price of approximately $0.005875 per share for an aggregate of $25,000 (the “Founders’ Shares”). On February 26, 2013, the Company repurchased 1,320,707 Founders’ Shares from certain of the Sponsors at the original sale price of approximately $0.005875 per share for an aggregate of $7,760. On the same date, the Company also sold 1,464,457 Founders’ Shares to certain existing and new Sponsors at the same price of approximately $0.005875 per share for an aggregate of $8,605.

 

The Founders’ Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Such shares will be released from escrow on the first anniversary of the closing date of the Business Combination. Subject to certain limited exceptions, these shares will not be transferable during the escrow period.

 

As of September 30, 2014, 7,177,806 shares of Class A Common Stock were issued and outstanding, excluding 16,414,344 shares of Class A Common Stock subject to possible conversion.

 

Class B Common Stock

 

The Company is authorized to issue 20,000,000 shares of Class B Common Stock with a par value of $0.000001 per share.

 

In connection with the organization of the Company, on December 3, 2012, a total of 20,000,000 shares of the Company’s Class B Common Stock were sold to R. Bruce Cameron, the Company’s Chairman and Chief Executive Officer at a price of approximately $0.000001 per share for an aggregate of $20. Shares of Class B Common Stock are entitled to ten votes per share and vote with the holders of Class A Common Stock, as a single class, on all matters presented to holders of the Company’s common stock for a vote. Shares of Class B Common Stock have no economic rights (other than the right to be redeemed at par value upon liquidation). Prior to the Company’s Business Combination and in connection with any vote on the Business Combination, the shares of Class B Common Stock will be voted on all matters presented to holders of the Company’s common stock for a vote in proportion to the vote of the holders of the Class A Common Stock. As a result, prior to the consummation of the Business Combination, holders of a majority of the shares of Class A Common Stock will control the vote on any matter submitted to stockholders for a vote. If the shares of Class B Common Stock remain outstanding following the consummation of the Business Combination, the holders of the Class B Common Stock will be entitled to vote the shares of Class B Common Stock in their own discretion.

 

Note 9 — Proposed Business Combination

 

On September 16, 2014, the Company entered into an Investment Agreement (the “Investment Agreement”) by and among the Company, ZGP and the members of ZGP (the “ZGP Founder Members”). The principal terms of the agreement are described below.

 

Pursuant to the Investment Agreement, the Company proposes to acquire a number of Class A Units of ZGP (“Class A Units”) equal to the aggregate number of shares of Class A Common Stock outstanding at the closing of the transactions contemplated by the Investment Agreement (the “Closing”) and after giving effect to any redemption of shares of Class A Common Stock by the Company’s Public Stockholders in connection with the consummation of this investment (each a “Redemption”). The Class A Units that the Company will acquire are referred to herein as the “Acquired Units.” The transactions contemplated by the Investment Agreement are referred to herein as the “ZAIS Business Combination.”

 

Pursuant to the Investment Agreement, the contribution amount for the Acquired Units is an amount in cash equal to the assets in the Trust Account, after giving effect to Redemptions and less the Company’s aggregate costs, fees and expenses incurred in connection with or pursuant to the consummation of the ZAIS Business Combination (including deferred commissions) (the “Expense Payments” and the consideration to be paid to ZGP, the “Closing Acquisition Consideration”). The Closing Acquisition Consideration will be funded with the funds in the Trust Account.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

Immediately following consummation of the ZAIS Business Combination, the ZGP Founder Members will hold 7,000,000 Class A Units, subject to adjustment in accordance with the Investment Agreement. It is also contemplated that, following the consummation of the ZAIS Business Combination, ZGP will issue up to 1,600,000 Class B Units (“Class B Units,” and together with the Class A Units, the “Units”) to key employees of its subsidiaries.

 

During the first five years after the Closing, ZGP will release up to an additional 2,800,000 Class A Units (the “Additional Founder Units”) to the ZGP Founder Members if the sum of the average per share closing price over any 20 trading-day period of the Class A Common Stock plus cumulative dividends paid on the Class A Common Stock between the Closing and the day prior to such 20 trading-day period (the “Total Per Share Value”) meets or exceeds specified thresholds, ranging from $12.50 to $21.50. During the first five years after the Closing, ZGP may grant up to an additional 5,200,000 Class B Units (the “Additional Employee Units”) to employees of its subsidiaries, subject to satisfaction of the same Total Per Share Value thresholds as for the Additional Founder Units. All Class B Units are subject to vesting, lock-ups and other restrictive provisions.

 

The ZGP Founder Members’ Class A Units and vested Class B Units may be exchanged for shares of Class A Common Stock on a one-for-one basis (subject to certain adjustments to the exchange ratio) or, at the Company’s option, cash or a combination of Class A Common Stock and cash, pursuant to an Exchange Agreement that the Company will enter into with ZGP, the ZGP Founder Members and the other parties thereto. Generally, there is a two-year lock-up period before any exchanges of Class A Units or vested Class B Units are permitted.

 

In addition, at the Closing, all of the outstanding shares of Class B Common Stock will be transferred from the HF2 Class B Trust to the ZGP Founder Members and immediately deposited with to a newly created irrevocable trust of which Mr. Christian Zugel, the founder, Chief Investment Officer and Managing Member of ZAIS Group, LLC, is the sole trustee. Mr. Zugel will be the Chief Investment Officer and Chairman of the Board of Directors of the Company following the consummation of the ZAIS Business Combination.

 

Unless waived by ZGP and the ZGP Founder Members, it is a condition to the Closing of the ZAIS Business Combination under the Investment Agreement that the amount in the Trust Account to be contributed in exchange for the Acquired Units plus other cash available to us, along with any proceeds from issuances of equity interests by ZGP will be at least $100 million. Each Redemption of shares of Class A Common Stock by our Public Stockholders will decrease the amount in the Trust Account. If Redemptions by our Public Stockholders cause the amount of cash in the Trust Account, after giving effect to the Redemptions and the Expense Payments, when aggregated with other cash available to the Company and proceeds from issuances of equity by ZGP to be less than $100 million, then ZGP and the ZGP Founder Members will not be required to consummate the ZAIS Business Combination. The consummation of the ZAIS Business Combination is also subject to a number of other conditions set forth in the Investment Agreement including, among others, the receipt of the requisite stockholder approval for the ZAIS Business Combination and, effectively, approval of an amended and restated certificate of incorporation for the Company.

 

The Investment Agreement may be terminated at any time prior to the consummation of the ZAIS Business Combination upon agreement of the Company and ZGP, or by the Company or ZGP acting alone, in specified circumstances, including if the ZAIS Business Combination is not consummated on or before March 21, 2015 or if the ZAIS Business Combination is not approved by the Company’s Public Stockholders.

 

In connection with the Investment Agreement, the Company will also enter into the following agreements: (i) a Second Amended and Restated Limited Liability Company Agreement of ZGP, (ii) an Exchange Agreement relating to the exchange of Class A Units and vested Class B Units into shares of Class A Common Stock, (iii) a Registration Rights Agreement for shares of Class A Common Stock issued upon exchange of Units, and (iv) a Tax Receivable Agreement relating to the payment of a portion of specified tax savings to the ZGP Founder Members.

 

 

HF2 Financial Management Inc.

(A Company in the Development Stage)

 

Notes to Financial Statements

 

Anticipated Accounting Treatment

 

The ZAIS Business Combination will be accounted for as a reorganization and recapitalization in accordance with GAAP for accounting and financial reporting purposes. The accounting for the reorganization and recapitalization follows the rules for a reverse acquisition as enumerated in the Accounting Standards Codification, Section 805. In a reverse acquisition, the buyer for accounting purposes is the target for legal purposes (in this case, ZGP) and the target for accounting purposes is the buyer for legal purposes (in this case, the Company). The accounting buyer in a reverse acquisition measures the consideration transferred using the hypothetical amount of equity interests it would have had to issue to keep the accounting target’s owners in the same ownership position they are in after the reverse acquisition. The accounting buyer adjusts the amount of legal capital in the consolidated financial statements to reflect the legal capital of the accounting target and measures the non-controlling interest using the pre-combination carrying amounts of the accounting buyer’s net assets and the non-controlling interest’s proportionate share in those pre-combination carrying amounts. No goodwill or other intangible will be recorded in the post-closing consolidated financial statements.

 

 

Item 2. Management’s Discussion and Analysis.

 

The following discussion should be read in conjunction with our condensed financial statements and related notes thereto contained in this Quarterly Report on Form 10-Q.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2014 and other filings with the SEC. References to “we”, “us”, “our” or the “Company” are to HF2 Financial Management Inc., except where the context requires otherwise.

 

Overview

 

We are a blank check company in the development stage, formed in October 2012, whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. On September 16, 2014, we entered into an Investment Agreement with ZAIS Group Parent, LLC (“ZGP”) and the members of ZGP (“the “ZGP Founder Members”), which we refer to as the Investment Agreement. If we are unable to consummate the transactions contemplated by the Investment Agreement, which we refer to as the ZAIS Business Combination, before March 21, 2015, we will redeem 100% of the shares sold in our initial public offering (as described below) for a pro rata portion of the Trust Account described below. Please refer to the section entitled “Proposed Business Combination” at the end of this Item 2 for a description of the Investment Agreement and the ZAIS Business Combination.

 

We presently have no revenue, have had losses since inception from formation costs and operating costs and have no other operations other than the active solicitation of a target business with which to complete a business combination. We have relied upon the sale of our securities and loans from our directors and initial stockholders to fund our operations.

 

The registration statement for our initial public offering was declared effective on March 21, 2013. On March 27, 2013, we consummated our initial public offering through the sale of 15,300,000 shares of Class A common stock (which we refer to as the public shares) at $10.00 per share and received proceeds, net of the underwriters’ discount and offering expenses, of $147,763,000. Simultaneously with the consummation of our initial public offering, we sold 1,414,875 shares of Class A common stock (which we refer to as the sponsors’ shares) to certain of our initial stockholders (who we refer to as our sponsors) at $10.00 per share in a private placement and raised $13,910,939, net of commissions.

 

In connection with our initial public offering, we granted the underwriters in the offering a 45-day option to purchase up to an additional 2,295,000 shares of Class A common stock (which we also refer to as public shares) to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 public shares. We closed the sale of the public shares pursuant to the exercise of the over-allotment option on April 1, 2013 and received proceeds, net of the underwriters’ discount, of $22,284,450. Simultaneously with the closing of the sale of the public shares pursuant to the exercise of the over-allotment option, we raised an additional $1,801,401, net of commissions, through the sale of an additional 183,525 sponsors’ shares to the sponsors in a private placement to maintain in the Trust Account an amount equal to $10.50 per public share sold.

 

Upon the closing of our initial public offering and the over-allotment option, $184,747,500 (representing $10.50 per public share sold in our initial public offering, including the over-allotment option), including the proceeds of the private placements of the sponsors’ shares, was deposited in a Trust Account, which we refer to as the Trust Account. The proceeds held in the Trust Account have been and will continue to be invested in United States government treasury bills having a maturity of 180 days or less and/or in money market funds meeting certain conditions.

 

The Company’s management has broad discretion with respect to the specific application of the net proceeds of our initial public offering and the private placement of the sponsors’ shares, although substantially all of the net proceeds are intended to be applied generally toward consummating our initial business combination. However, there is no assurance that we will be able to effect our initial business combination successfully.

 

 

Results of Operations

 

We have neither engaged in any business operations nor generated any revenues to date. Our entire activity from inception up to the closing of our initial public offering on March 27, 2013 was in preparation for that event. Subsequent to our initial public offering, our activity has been limited to the evaluation of business combination candidates, the negotiation and preparation of the Investment Agreement and the preparation of a proxy statement in connection with a special meeting of stockholders to approve the Investment Agreement, and we will not be generating any operating revenues unless and until we consummate our initial business combination. We expect to generate small amounts of non-operating income in the form of interest income on cash and cash equivalents. Interest income is not expected to be significant in view of current low interest rates on treasury securities. Since our initial public offering, we have incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), and in connection with our evaluation of and due diligence on business combination candidates, the negotiation and preparation of the Investment Agreement and the preparation of a proxy statement in connection with a special meeting of stockholders to approve the Investment Agreement

 

We incurred net losses of $583,229 and $153,105 for the three months ended September 30, 2014 and 2013 respectively, $877,966 and $375,318 for the nine months ended September 30, 2014 and 2013 respectively, and $1,397,031, for the period from October 5, 2012 (Inception) to September 30, 2014. We earned investment income / (loss) on the cash and cash equivalents held in our Trust Account of $(822) and $38,663 for the three months ended September 30, 2014 and 2013 respectively, $50,602 and $96,047 for the nine months ended September 30, 2014 and 2013 respectively, and $149,622, for the period from October 5, 2012 (Inception) to September 30, 2014. Costs incurred for the three and nine month periods ended September 30, 2014 and 2013 respectively, and for the period from October 5, 2012 (Inception) to September 30, 2014, consist primarily of legal and audit fees, Delaware franchise taxes, D&O insurance, administrative expense and travel and entertainment expenses. For the three months ended September 30, 2014, we incurred $408,000 of expenses relating to the proposed Business Combination, principally in the areas of legal and other professional services. We incurred administrative expenses, payable to Berkshire Capital Securities LLC, an affiliate of our executive officers, of $30,000 and $30,000 for the three months ended September 30, 2014 and 2013 respectively, $90,000 and $63,226 for the nine months ended September 30, 2014 and 2013 respectively, and $183,226 for the period from October 5, 2012 (Inception) to September 30, 2014. Until we enter into our initial business combination, we will not have revenues.

 

Liquidity and Capital Resources

 

As of September 30, 2014, we had $127,286 of cash on hand and $184,747,123 of cash and short term U.S. treasury securities in the Trust Account. Funds held in the Trust Account will not be released to us until the earlier of (i) the completion of our initial business combination, or (ii) the redemption of 100% of our outstanding public shares in the event we have not completed a business combination in the required time period. Interest earned on the funds held in the Trust Account may be released to us to pay our income or other tax obligations, and any remaining interest earned on the funds in the Trust Account may be used for our working capital requirements.

 

We raised gross proceeds from our initial public offering of $153,000,000. After deducting $4,437,000 for the underwriting discount and an additional $800,000 of expenses related to our initial public offering, we received net proceeds from our initial public offering of $147,763,000. Simultaneously with the consummation of our initial public offering, we raised gross proceeds of $14,148,750 through a private placement of sponsors’ shares. After deducting $237,811 in underwriting commissions, including $148,000 paid in cash at the closing of the private placement and $89,811 deferred until, and payable upon, the closing of our initial business combination, we received net proceeds from the private placement of sponsors’ shares of $13,910,939. From the proceeds of our initial public offering and the private placement, we deposited $160,650,000 in the Trust Account, and we retained the remaining $1,113,750.

 

In connection with our initial public offering, we granted the underwriters a 45-day option to purchase up to an additional 2,295,000 public shares to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 public shares. We closed the sale of the public shares pursuant to the over-allotment option on April 1, 2013 and raised gross proceeds of $22,950,000. After deducting $665,550 for the underwriting discount, we received net proceeds of $22,284,450. Simultaneously with the closing of the sale of the public shares pursuant to the exercise of the over-allotment option, we raised an additional $1,835,250 of gross proceeds through the sale of an additional 183,525 sponsors’ shares to the sponsors in a second private placement. After deducting $33,849 in underwriting commissions, including $22,200 paid in cash at the closing of the private placement and $11,649 deferred until, and payable upon, the closing of our initial business combination, we received net proceeds from the private placement of sponsors’ shares of $1,801,401. Following these sales, we deposited an additional $24,097,500 in the Trust Account. As of April 1, 2013, we had deposited a total of $184,747,500 in the Trust Account, or $10.50 per public share.

 

 

We intend to use substantially all of the net proceeds of our initial public offering and the private placement of the Sponsors’ Shares, including the funds held in the Trust Account, to acquire the Acquired Units of ZGP (as described below) and to pay our expenses relating to the proposed transaction with ZGP, including a fee payable to EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P. equal to 4% of the gross proceeds of our initial public offering upon consummation of the ZAIS Business Combination for acting as our investment bankers on a non-exclusive basis to assist us in structuring and negotiating the ZAIS Business Combination. After payment of the expenses related to the ZAIS Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations and growth initiatives of ZAIS. Such working capital funds could be used in a variety of ways including continuing or expanding ZAIS’s operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finder’s fees which we incur prior to the completion of the ZAIS Business Combination if the funds available to us outside of the Trust Account are insufficient to cover such expenses.

 

  Since our initial public offering we have used, and will continue to use, our available funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices or other locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating our initial business combination.

 

During the period from March 21, 2013 through March 21, 2015, assuming that our initial business combination is not consummated during that time, we currently anticipate that we will incur approximately:

 

·

$450,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of the initial Business Combination;

·

$135,000 of expenses for the due diligence and investigation of a target business by our officers, directors, Advisory Board members and sponsors;

·

$280,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;

·

$400,000 of expenses for Delaware franchise taxes;

·

$240,000 for the payment of the administrative fee to Berkshire Capital Securities LLC (of $10,000 per month for up to 24 months); and

·

$470,000 for general working capital that will be used for miscellaneous expenses, liquidation obligations and reserves, including director and officer liability insurance premiums.

 

From the time of our initial public offering and continuing through July 2014, we expected our funds not held in the Trust Account, plus the interest earned on the Trust Account balance (net of taxes payable) that may be released to us to fund our working capital requirements, would be sufficient to allow us to operate from March 21, 2013 until March 21, 2015, assuming that our initial business combination was not consummated during that time. Since July 2014, the interest earned on the Trust Account has been substantially less than expected because of the persistent, low interest rate environment, and our expenses associated with the due diligence and negotiation of the ZAIS Business Combination have been higher than expected. As a result, we no longer expect our funds not held in the Trust Account, plus the interest earned on the Trust Account balance (net of taxes payable) that may be released to us to fund our working capital requirements, will be sufficient to allow us to operate from March 21, 2013 until March 21, 2015, assuming that our initial business combination is not consummated during that time.

 

On October 23, 2014, one of our Sponsors loaned to us $300,000, pursuant to an interest-free promissory note. The loan will become due and payable upon the earlier of the consummation of our initial business combination and March 21, 2015. We also currently anticipate earning a total of approximately $160,000 of interest on the Trust Account between March 21, 2013 and March 21, 2015. If estimates of our expenses are less than the actual amounts of our expenses or the amount of interests released to us from the Trust Account is less than expected, we may need to obtain additional financing to the extent such financing is required prior to or in connection with the consummation of our initial business combination, in which case we may issue additional securities or incur additional debt. We may not be able to obtain additional financing or issue additional securities.

 

The Company’s transaction expenses as a result of the proposed Business Combination with ZGP are currently estimated at approximately $9.7 million, which is comprised of (i) a $7.0 million advisory fee split between EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P., and (ii) $2.7 million of other expenses including, but not limited to, legal, accounting and consulting services and costs incurred with the filing, printing and mailing of a proxy statement and the solicitation of the approval of the proposed Business Combination by our stockholders. Through September 30, 2014, the Company has incurred and recorded $408,000 of transaction expenses.

 

 

Proposed Business Combination

 

Pursuant to the Investment Agreement, we propose to acquire a number of Class A Units of ZGP (“Class A Units”) equal to the aggregate number of shares of Class A Common Stock outstanding at the closing of the transactions contemplated by the Investment Agreement (the “Closing”) and after giving effect to any redemption of shares of Class A Common Stock by the our public stockholders in connection with the consummation of this investment (each a “Redemption”). The Class A Units that we will acquire are referred to herein as the “Acquired Units”. The transactions contemplated by the Investment Agreement are referred to herein as the “ZAIS Business Combination”.

 

Pursuant to the Investment Agreement, the contribution amount for the Acquired Units is an amount in cash equal to the assets in the Trust Account, after giving effect to Redemptions and less the our aggregate costs, fees and expenses incurred in connection with or pursuant to the consummation of the ZAIS Business Combination (including deferred commissions) (the “Expense Payments” and the consideration to be paid to ZGP, the “Closing Acquisition Consideration”). The Closing Acquisition Consideration will be funded with the funds in the Trust Account.

 

Immediately following consummation of the ZAIS Business Combination, the ZGP Founder Members will hold 7,000,000 Class A Units, subject to adjustment in accordance with the Investment Agreement. It is also contemplated that, following the consummation of the ZAIS Business Combination, ZGP will issue up to 1,600,000 Class B Units (“Class B Units,” and together with the Class A Units, the “Units”) to key employees of its subsidiaries.

 

During the first five years after the Closing, ZGP will release up to an additional 2,800,000 Class A Units (the “Additional Founder Units”) to the ZGP Founder Members if the sum of the average per share closing price over any 20 trading-day period of the Class A Common Stock plus cumulative dividends paid on the Class A Common Stock between the Closing and the day prior to such 20 trading-day period (the “Total Per Share Value”) meets or exceeds specified thresholds, ranging from $12.50 to $21.50. During the first five years after the Closing, ZGP may grant up to an additional 5,200,000 Class B Units (the “Additional Employee Units”) to employees of its subsidiaries subject to satisfaction of the same Total Per Share Value thresholds as for the Additional Founder Units. All Class B Units are subject to vesting, lock-ups and other restrictive provisions.

 

The ZGP Founder Members’ Class A Units and vested Class B Units may be exchanged for shares of Class A Common Stock on a one-for-one basis (subject to certain adjustments to the exchange ratio) or, at our option, cash or a combination of Class A Common Stock and cash, pursuant to an Exchange Agreement that we will enter into with ZGP, the ZGP Founder Members and the other parties thereto. Generally, there is a two-year lock-up period before any exchanges of Class A Units or vested Class B Units are permitted.

 

In addition, at the Closing, all of the outstanding shares of Class B Common Stock will be transferred from the HF2 Class B Trust to the ZGP Founder Members and immediately deposited with to a newly created irrevocable trust of which Mr. Christian Zugel, the founder, Chief Investment Officer and Managing Member of ZAIS Group, LLC, is the sole trustee. Mr. Zugel will be the Chief Investment Officer and Chairman of the Board of Directors of the combined company following the consummation of the ZAIS Business Combination.

 

Unless waived by ZGP and the ZGP Founder Members, it is a condition to the Closing of the ZAIS Business Combination under the Investment Agreement that the amount in the Trust Account to be contributed in exchange for the Acquired Units plus other cash available to us, along with any proceeds from issuances of equity interests by ZGP will be at least $100 million. Each Redemption of shares of Class A Common Stock by our public stockholders will decrease the amount in the Trust Account. If Redemptions by our public stockholders cause the amount of cash in the Trust Account, after giving effect to the Redemptions and the Expense Payments, when aggregated with other cash available to us and proceeds from issuances of equity by ZGP to be less than $100 million, then ZGP and the ZGP Founder Members will not be required to consummate the ZAIS Business Combination. The consummation of the ZAIS Business Combination is also subject to a number of other conditions set forth in the Investment Agreement including, among others, the receipt of the requisite stockholder approval for the Business Combination and, effectively, approval of an amended and restated certificate of incorporation for us.

 

 

The Investment Agreement may be terminated at any time prior to the consummation of the ZAIS Business Combination upon agreement of us and ZGP, or by us or ZGP acting alone, in specified circumstances, including if the ZAIS Business Combination is not consummated on or before March 21, 2015 or if the ZAIS Business Combination is not approved by the our public stockholders.

 

In connection with the Investment Agreement, we will also enter into the following agreements: (i) a Second Amended and Restated Limited Liability Company Agreement of ZGP, (ii) an Exchange Agreement relating to the exchange of Class A Units and vested Class B Units into shares of Class A Common Stock, (iii) a Registration Rights Agreement for shares of Class A Common Stock issued upon exchange of Units, and (iv) a Tax Receivable Agreement relating to the payment of a portion of specified tax savings to the ZGP Founder Members.

 

We filed with the SEC a preliminary proxy statement on Schedule 14A on October 31, 2014 in connection with the stockholder vote on the ZAIS Business Combination, and we intend to file a definitive proxy statement. The Investment Agreement, the related agreements and the transactions contemplated by the Investment Agreement and the related agreements are described in greater detail in the preliminary proxy statement and will be described in greater detail in the definitive proxy statement.

 

Anticipated Accounting Treatment

 

The ZAIS Business Combination will be accounted for as a reorganization and recapitalization in accordance with GAAP for accounting and financial reporting purposes. The accounting for the reorganization and recapitalization follows the rules for a reverse acquisition as enumerated in the Accounting Standards Codification, Section 805. In a reverse acquisition, the buyer for accounting purposes is the target for legal purposes (in this case, ZGP) and the target for accounting purposes is the buyer for legal purposes (in this case, the Company). The accounting buyer in a reverse acquisition measures the consideration transferred using the hypothetical amount of equity interests it would have had to issue to keep the accounting target’s owners in the same ownership position they are in after the reverse acquisition. The accounting buyer adjusts the amount of legal capital in the consolidated financial statements to reflect the legal capital of the accounting target and measures the non-controlling interest using the pre-combination carrying amounts of the accounting buyer’s net assets and the non-controlling interest’s proportionate share in those pre-combination carrying amounts. No goodwill or other intangible will be recorded in the post-closing consolidated financial statements.

 

Off-Balance Sheet Arrangements

 

We did not have any off-balance sheet arrangements as of September 30, 2014.

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The net proceeds of our initial public offering and the private placement of the sponsors’ shares deposited in the Trust Account have been invested in U.S. government treasury bills with a maturity of 180 days or less. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive and financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2014, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2014 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II − OTHER INFORMATION

 

Item 1A. Risk Factors

 

Factors that could cause our actual results to differ materially from those in this Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31, 2014 and our Preliminary Proxy Statement on Schedule 14A filed with the SEC on October 31, 2014. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

 

As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2014 and our Preliminary Proxy Statement on Schedule 14A filed with the SEC on October 31, 2014 relating to the ZAIS Business Combination, except we may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

 

Item 6. Exhibits.

 

Exhibit Number		Description of Document
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

SIGNATURES

 

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

 

	HF2 FINANCIAL MANAGEMENT INC.
	By:	/s/ R. Bruce Cameron
	R. Bruce Cameron
	Chairman and Chief Executive Officer
	(Principal executive officer)
	By:	/s/ R. Bradley Forth
	R. Bradley Forth
	Chief Financial Officer
	(Principal financial and accounting officer)

 

Date: November 14, 2014

 

 

EXHIBIT INDEX

 

Exhibit Number		Description of Document
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document