##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number: 001-33704
 
 HICKS ACQUISITION COMPANY I, INC.
  Delaware
    
    20-8521842(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 100 Crescent Court, Suite 1200, Dallas, Texas 75201
(214) 615-2300
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o þ o




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##### 



HICKS ACQUISITION COMPANY I, INC.
TABLE OF CONTENTS
  
 PagePART I.
    
    FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Condensed Balance Sheets as of March 31, 2009 (unaudited) and December
31, 2008
    
    
    3Condensed Statements of Operations for the three months ended March 31,
2009 and 2008 (unaudited) and the period from February 26, 2007
(inception) through March 31, 2009 (unaudited)
    
    
    4Condensed Statement of Stockholders Equity for the period February 26,
2007 (inception) through March 31, 2009 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the three months ended March 31,
2009 and 2008 (unaudited) and the period from February 26, 2007
(inception) through March 31, 2009 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 4.
    
    Controls and Procedures
    
    
    16PART II.
    
    OTHER INFORMATION
    
    
    17Item 1.
    
    Legal Proceedings
    
    
    17Item 1A.
    
    Risk Factors
    
    
    17Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3.
    
    Defaults Upon Senior Securities
    
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17Item 5.
    
    Other Information
    
    
    17Item 6.
    
    Exhibits
    
    
    18Certification Pursuant to Section 302
    
    
    20Certification Pursuant to Section 906
    
    
    21EX-31EX-32
  2




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
CONDENSED BALANCE SHEETS
 March 31, 2009
    
    
    December 31, 2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    230,459
    
    
    $
    819,061Cash and cash equivalents held in trust
    
    
    16,543
    
    
    
    250,023,554Marketable securities held in trust
    
    
    540,082,964
    
    
    
    290,117,945Other assets
    
    
    26,602
    
    
    
    67,530Total current assets
    
    
    540,356,568
    
    
    
    541,028,090Noncurrent assets:Deferred tax assets
    
    
    1,380,902
    
    
    
    269,305Deferred acquisition costs
    
    
    
    
    
    
    3,499,953Total assets
    
    $
    541,737,470
    
    
    $
    544,797,348LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    832,880
    
    
    $
    633,889Accrued expenses
    
    
    157,357
    
    
    
    200,983Accrued federal and state taxes
    
    
    
    
    
    
    1,004,011Accrued expenses-related party
    
    
    61,918
    
    
    
    63,705Deferred underwriters commission
    
    
    17,388,000
    
    
    
    17,388,000Total current liabilities
    
    
    18,440,155
    
    
    
    19,290,588Common stock, subject to possible redemption: 16,559,999
shares at $9.71 per share
    
    
    160,797,590
    
    
    
    160,797,590Deferred interest attributable to common stock subject to
possible redemption (net of taxes of $1,377,489 and
$1,313,840 at March 31, 2009 and December 31, 2008,
respectively)
    
    
    2,613,898
    
    
    
    2,509,186Commitments and contingenciesStockholders equity:Preferred stock $0.0001 par value; 1,000,000 shares
authorized; none issued or outstanding at March 31,
2009 and December 31, 2008 respectively
    
    
    
    
    
    
    Common stock, $0.0001 par value 225,000,000 shares
authorized; issued and outstanding 69,000,000 shares
(less 16,559,999 shares subject to possible
redemption) at March 31, 2009 and December 31, 2008
respectively
    
    
    5,244
    
    
    
    5,244Additional paid-in capital
    
    
    357,999,322
    
    
    
    357,999,322Earnings accumulated during the development stage
    
    
    1,881,261
    
    
    
    4,195,418Total stockholders equity
    
    
    359,885,827
    
    
    
    362,199,984Total liabilities and stockholders equity
    
    $
    541,737,470
    
    
    $
    544,797,348
  3




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##### Table of Contents



HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
 Period fromThree Months
    
    
    Three Months
    
    
    February 26, 2007Ended
    
    
    Ended
    
    
    (inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Operating expenses:Formation and operating costs
    
    $
    109,683
    
    
    $
    196,500
    
    
    $
    1,100,359Professional fees
    
    
    151,663
    
    
    
    92,412
    
    
    
    1,472,156Write-off of deferred acquisition costs
    
    
    3,499,953
    
    
    
    
    
    
    
    3,499,953Loss from operations before other
income (expense) and income tax
expense
    
    
    (3,761,299
    )
    
    
    (288,912
    )
    
    
    (6,072,468
    )Other income (expense):Interest income
    
    
    458,021
    
    
    
    2,927,388
    
    
    
    13,212,866State taxes other than income taxes
    
    
    (44,366
    )
    
    
    (34,966
    )
    
    
    (328,854
    )Total other income
    
    
    413,655
    
    
    
    2,892,422
    
    
    
    12,884,012(Loss) income before income tax expense
    
    
    (3,347,644
    )
    
    
    2,603,510
    
    
    
    6,811,544Income tax benefit (expense)
    
    
    1,138,199
    
    
    
    (905,083
    )
    
    
    (2,316,385
    )Net (loss) income
    
    
    (2,209,445
    )
    
    
    1,698,427
    
    
    
    4,495,159Deferred interest, net of taxes, attributable to
common stock subject to possible redemption
    
    
    (104,712
    )
    
    
    (578,569
    )
    
    
    (2,613,898
    )Net (loss) income attributable to
common stock
    
    $
    (2,314,157
    )
    
    $
    1,119,858
    
    
    $
    1,881,261(Loss) earnings per share:Basic and diluted
    
    $
    (0.04
    )
    
    $
    0.02
    
    
    $
    0.05Weighted average shares outstanding:Basic and diluted
    
    
    52,440,001
    
    
    
    52,440,001
    
    
    
    40,975,524
  4




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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
 Earningsaccumulatedduring theCommon Stock
    
    
    Additional paid-
    
    
    development
    
    
    StockholdersShares
    
    
    Amount
    
    
    in-capital
    
    
    stage
    
    
    equityInitial capital from founding
stockholder for cash
    
    
    11,500,000
    
    
    $
    1,150
    
    
    $
    23,850
    
    
    $
    
    
    
    $
    25,000Stock dividend
    
    
    2,300,000
    
    
    
    230
    
    
    
    (230
    )
    
    
    
    
    
    
    Sale of 55,200,000 units, net
of underwriters discount and
offering costs
    
    
    55,200,000
    
    
    
    5,520
    
    
    
    511,771,636
    
    
    
    
    
    
    
    511,777,156Proceeds subject to possible
redemption of 16,559,999
shares
    
    
    
    
    
    
    (1,656
    )
    
    
    (160,795,934
    )
    
    
    
    
    
    
    (160,797,590
    )Proceeds from sale of warrants
to sponsor
    
    
    
    
    
    
    
    
    
    
    7,000,000
    
    
    
    
    
    
    
    7,000,000Net income attributable to
common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,697,250
    
    
    
    1,697,250Balance as of December 31, 2007
    
    
    69,000,000
    
    
    $
    5,244
    
    
    $
    357,999,322
    
    
    $
    1,697,250
    
    
    $
    359,701,816Net income attributable to
common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,498,168
    
    
    
    2,498,168Balance as of December 31, 2008
    
    
    69,000,000
    
    
    $
    5,244
    
    
    $
    357,999,322
    
    
    $
    4,195,418
    
    
    $
    362,199,984Net loss attributable to
common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,314,157
    )
    
    
    (2,314,157
    )Balance as of March 31, 2009
(unaudited)
    
    
    69,000,000
    
    
    $
    5,244
    
    
    $
    357,999,322
    
    
    $
    1,881,261
    
    
    $
    359,885,827
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
 Period fromThree Months
    
    
    Three Months
    
    
    February 26, 2007Ended
    
    
    Ended
    
    
    (inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Cash flows from operating activities:Net income attributable to common stock
    
    $
    (2,314,157
    )
    
    $
    1,119,858
    
    
    $
    1,881,261Adjustments to reconcile net income attributable to common
stock to net cash provided by operating activities:Change in deferred tax asset
    
    
    (1,111,597
    )
    
    
    
    
    
    
    (1,380,902
    )Deferred interest attributable to common stock
subject to possible redemption
    
    
    104,712
    
    
    
    578,569
    
    
    
    2,613,898Write-off of deferred acquisition costs
    
    
    3,499,953
    
    
    
    
    
    
    
    3,499,953Change in operating assets and liabilities:Other assets
    
    
    40,928
    
    
    
    (197,491
    )
    
    
    (26,602
    )Accrued federal and state taxes
    
    
    (1,004,011
    )
    
    
    (755,064
    )
    
    
    Accounts payable
    
    
    198,991
    
    
    
    (439,124
    )
    
    
    757,080Accrued expenses
    
    
    (43,626
    )
    
    
    51,201
    
    
    
    157,357Accrued expenses  related party
    
    
    (1,787
    )
    
    
    (60,144
    )
    
    
    61,918Net cash (used in) provided by operating
activities
    
    
    (630,594
    )
    
    
    297,805
    
    
    
    7,563,963Cash flows from investing activities:(Decrease) increase in cash and cash equivalents held
in trust account
    
    
    (250,007,011
    )
    
    
    77,936
    
    
    
    16,543Purchase of marketable securities held in trust, net
of maturities
    
    
    250,049,003
    
    
    
    
    
    
    
    (540,116,050
    )Payment of deferred acquisition costs
    
    
    
    
    
    
    
    
    
    
    (3,424,153
    )Net cash (used in) provided by investing
activities
    
    
    41,992
    
    
    
    77,936
    
    
    
    (543,523,660
    )Cash flows from financing activities:Proceeds from note payable  related party
    
    
    
    
    
    
    
    
    
    
    225,000Payment on note payable  related party
    
    
    
    
    
    
    
    
    
    
    (225,000
    )Proceeds from sale of units to sponsor
    
    
    
    
    
    
    
    
    
    
    25,000Proceeds from sale of warrants to initial founder
    
    
    
    
    
    
    
    
    
    
    7,000,000Proceeds from initial public offering, net of
underwriters discount and offering costs
    
    
    
    
    
    
    
    
    
    
    529,165,156Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    536,190,156(Decrease) Increase in cash and cash
equivalents
    
    
    (588,602
    )
    
    
    375,741
    
    
    
    230,459Cash and cash equivalents, beginning of period
    
    
    819,061
    
    
    
    52,053
    
    
    
    Cash and cash equivalents, end of period
    
    $
    230,459
    
    
    $
    427,794
    
    
    $
    230,459Supplemental disclosure of noncash financing activities:Accrual of deferred underwriters commission
    
    $
    
    
    
    $
    
    
    
    $
    17,388,000Cash paid during the period for:Interest
    
    $
    
    
    
    $
    
    
    
    $
    Income taxes
    
    $
    980,000
    
    
    $
    1,750,000
    
    
    $
    3,730,000
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HICKS ACQUISITION COMPANY I, INC.
(a Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1Interim Financial Information
   Note 2Organization and Nature of Business Operations
       7




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Note 3Summary of Significant Accounting Policies
 Cash and Cash Equivalents
  Cash and Cash Equivalents Held in Trust
  8




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Marketable Securities Held in Trust
  Earnings per Common Share
   Use of Estimates
  Income Taxes
  Deferred Acquisition Costs
 Business Combinations
  Recent Accounting Pronouncements
  Note 4Initial Public Offering
   9




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Note 5Proposed Business Combination
    Note 6Marketable Securities Held in Trust
  Gross unrealized
    
    
    Gross unrealizedAt March 31, 2009
    
    Carrying amount
    
    
    Accrued Interest
    
    
    holding gains
    
    
    holding (losses)
    
    
    Fair valueHeld to Maturity:U.S. Treasury Bills
    
    $
    539,256,503
    
    
    $
    826,461
    
    
    $
    
    
    
    $
    
    
    
    $
    540,082,964
 Gross unrealized
    
    
    Gross unrealizedAt December 31, 2008
    
    Carrying amount
    
    
    Accrued Interest
    
    
    holding gains
    
    
    holding (losses)
    
    
    Fair valueHeld to Maturity:U.S. Treasury Bills
    
    $
    289,746,162
    
    
    $
    371,783
    
    
    $
    
    
    
    $
    
    
    
    $
    290,117,945
  Note 7Note Payable to Affiliate and Related-Party Transactions
    10




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Note 8Founders Units
    
    
    the founders shares are subject to the transfer restrictions described below;
    
    the initial stockholders have agreed to vote the founders shares in the same manner as
a majority of the public stockholders in connection with the vote required to approve a
business combination;
    
    the initial stockholders will not be able to exercise conversion rights granted to the
public stockholders with respect to the founders shares; and
    
    the initial stockholders have waived their rights to participate in any liquidation
distribution with respect to the founders shares if the Company fails to consummate a
business combination.
  
    
    the founders warrants are subject to the transfer restrictions described below;
    
    the founders warrants may not be exercised unless and until the last sale price of the
Companys common stock equals or exceeds $13.75 per share for any 20 days within any 30
trading day period beginning 90 days after the Companys initial business combination and
there is an effective registration statement covering the shares of common stock issuable
upon exercise of the warrants;
    
    the founders warrants will not be redeemable by the Company as long as they are held
by our initial stockholders or their permitted transferees; and
    
    the founders warrants may be exercised by the holders on a cashless basis.
 11




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Note 9Stockholders Equity
 Preferred Stock
  Common Stock
  Note 10Stock Split
   12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Special Note Regarding Forward Looking Statements
  Overview
   
    
    may significantly dilute the equity interest of our investors;
    
    may subordinate the rights of holders of common stock if preferred stock is issued with
rights senior to those afforded our common stock;
    
    could cause a change in control if a substantial number of shares of our common stock
is issued, which may affect, among other things, our ability to use our net operating loss
carry forwards, if any, and could result in the resignation or removal of our present
officers and directors;
    
    may have the effect of delaying or preventing a change of control of us by diluting the
stock ownership or voting rights or a person seeking to obtain control of our company; and
    
    may adversely affect prevailing market prices for our common stock and/or warrants.
  
    
    default and foreclosure on our assets if our operating revenues after an initial
business combination are insufficient to repay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we make all principal
and interest payments when due if we breach certain covenants that require the maintenance
of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any, if the debt
security is payable on demand; and
    
    our inability to obtain necessary additional financing if the debt security contains
covenants restricting our ability to obtain such financing while the debt security is
outstanding.
 Business Combination with Graham Packaging
  13




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Results of Operations and Known Trends or Future Events
    Liquidity and Capital Resources
  
    
    $1.0 million for federal and state taxes; and
    
    $54,000 of expenses in legal, accounting and filing fees relating to our SEC reporting
obligations, general corporate matters, and miscellaneous expenses.
  
    
    due diligence and investigation of prospective target businesses;
    
    legal and accounting fees relating to our SEC reporting obligations and general
corporate matters;
    
    structuring and negotiating a business combination, including the making of a down
payment or the payment of exclusivity or similar fees and expenses; and
    
    other miscellaneous expenses.
  14




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Off Balance Sheet Requirements
  Contractual Obligations
  Critical Accounting Policies
 Cash and Cash Equivalents
  Cash and Cash Equivalents Held in Trust
  Marketable Securities Held in Trust
  Earnings per Common Share
   Use of Estimates
  Income Taxes
   Recent Accounting Pronouncements
  15




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures
    (b) Changes in Internal Controls
  16




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
    Additional Information About the Transaction and Where to Find It
  Participants in Solicitation
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  17




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ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description2.1
    
    Equity Purchase Agreement, dated as of July 1, 2008, among
the Company, GPC Holdings, L.P., Graham Packaging
Corporation, Graham Capital Company, Graham Engineering
Corporation, BMP/Graham Holdings Corporation, GPC Capital
Corp. II, Graham Packaging Holdings Company and the other
parties signatory thereto (incorporated by reference to
Exhibit 2.1 to the Registrants Current Report on Form 8- K
dated July 1, 2008).2.2
    
    First Amendment to Purchase Agreement, dated as of January
27, 2009, among the Company, Graham Packaging Holdings
Company, GPC Holdings, L.P., Graham Packaging Corporation,
Graham Capital Company, Graham Engineering Corporation,
BMP/Graham Holdings Corporation, GPC Capital Corp. II and
the other parties signatory thereto (incorporated by
reference to Exhibit 2.1 to the Registrants Current Report
on Form 8-K dated January 27, 2009).3.1
    
    Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrants Current Report on Form 8-K dated October 3,
2007).3.2
    
    Amended and Restated By-laws (incorporated by reference to
Exhibit 3.2 to the Registrants Current Report on Form 8-K
dated October 3, 2007).4.1
    
    Specimen Unit Certificate (incorporated by reference to
Exhibit 4.1 to Amendment No. 4 to the Registrants
Registration Statement on Form S-1 filed on September 27,
2007).4.2
    
    Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.2 to Amendment No. 2 to the
Registrants Registration Statement on Form S-1 filed on
September 4, 2007).4.3
    
    Specimen Warrant Certificate (incorporated by reference to
Exhibit 4.3 to Amendment No. 4 to the Registrants
Registration Statement on Form S-1 filed on September 27,
2007).4.4
    
    Warrant Agreement between Continental Stock Transfer &
Trust Company and the Registrant (incorporated by reference
to Exhibit 4.1 to the Registrants Current Report on Form
8-K dated October 3, 2007).31*
    
    Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232*
    
    Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith. 18




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SIGNATURES
  HICKS ACQUISITION COMPANY I, INC.Date: May 8, 2009
    

/s/
Joseph B. ArmesName:
    Joseph B. ArmesTitle:
    President, Chief Executive Officer and
Chief Financial Officer 19