item 14 principal accounting fees services firm marcum llp acts independent registered public accounting firm following summary fees paid marcum llp services rendered audit fees fiscal years ended december 31 2015 2016 audit fees independent registered public accounting firm 73648 58195 respectively auditrelated fees fiscal years ended december 31 2015 2016 auditrelated fees independent registered public accounting firm 0 respectively tax fees fiscal years ended december 31 2015 2016 fees tax services 0 respectively fees fiscal years ended december 31 2015 2016 fees services 0 respectively audit committee approval since audit committee formed october 2015 audit committee preapprove foregoing services prior date although services rendered prior formation audit committee reviewed ratified board directors audit committee preapproved foregoing services subsequent date accordance section 10ai securities exchange act 1934 engage independent accountant render audit nonaudit services goingforward basis engagement approved audit committee part iv item 15 item 14 principal accounting fees services firm marcum llp acts independent registered public accounting firm following summary fees paid marcum llp services rendered audit fees year ended december 31 2015 audit fees independent registered public accounting firm 73648 auditrelated fees year ended december 31 2015 audit related fees independent registered public accounting firm 0 tax fees year ended december 31 2015 fees tax services 0 fees year ended december 31 2015 fees services 0 audit committee approval since audit committee formed october 2015 audit committee preapprove foregoing services prior date although services rendered prior formation audit committee reviewed ratified board directors audit committee preapproved foregoing services subsequent date accordance section 10ai securities exchange act 1934 engage independent accountant render audit nonaudit services goingforward basis engagement approved audit committee part iv item 15 item 7 management’s discussion analysis financial condition results operations following discussion read conjunction financial statements footnotes thereto contained report forward looking statements historical fact included form 10k including without limitation statements “management’s discussion analysis financial condition results operations” regarding financial position business strategy plans objectives management future operations forward looking statements used form 10k words “may” “should” “could” “would” “expect” “plan” “anticipate” “believe” “estimate” “continue” negative terms similar expressions relate us management identify forward looking statements factors might cause contribute discrepancy include limited described securities exchange commission “sec” filings references “we” “us” “our” “company” capitol acquisition corp iii except context requires otherwise forward looking statements based beliefs management well assumptions made information currently available management assurance given results forwardlooking statement achieved actual results could affected one factors could cause differ materially cautionary statements made annual report form 10k read applicable forwardlooking statements whenever appear annual report statements claim protection safe harbor forwardlooking statements contained private securities litigation reform act actual results could differ materially contemplated forward looking statements result certain factors detailed filings securities exchange commission subsequent written oral forward looking statements attributable us persons acting behalf qualified entirety paragraph overview blank check company formed july 13 2015 acquire merger share exchange asset acquisition stock purchase plan arrangement recapitalization reorganization similar business combination one businesses entities specific initial business transaction consideration actively searching target business presently revenue losses since inception incurring formation costs operations active solicitation target business complete business combination relied upon sale securities loans officers directors fund operations registration statement offering declared effective october 13 2015 october 19 2015 consummated offering received proceeds net underwriter’s discount offering expenses 317665553 simultaneously received 8250000 issuance 8250000 sponsor’s warrants private placement net proceeds approximately 915000 available working capital tax purposes management broad discretion respect specific application net proceeds offering private placement although substantially net proceeds intended applied generally towards consummating business combination successfully results operations entire activity since inception closing initial public offering october 19 2015 preparation event since offering activity limited evaluation business combination candidates generate operating revenues closing completion initial business combination expect generate small amounts nonoperating income form interest income cash equivalents interest income expected significant view current low interest rates riskfree investments treasury securities currently incur increased expenses result public company legal financial reporting accounting auditing compliance well due diligence expenses year ended december 31 2016 net loss approximately 653000 consisted operating expenses professional consulting fees rent office administrative costs approximately 1491000 offset interest income trust account approximately 838000 period july 13 2015 inception december 31 2015 net loss approximately 116500 representing formation operating costs consisted mainly professional consulting fees rent office administrative costs incurred offering costs approximately 834000 regard offering netted additional paidin capital upon consummation offering liquidity capital resources december 31 2016 cash approximately 96000 addition 1 325000000 cash equivalents held trust use business combination 2 approximately 567000 cash interest income trust account available tax purposes 3 approximately 165000 accrued interest income earned used tax purposes 325000000 restricted funds used business combination convert common shares certain circumstances activity july 13 2015 inception october 19 2015 prepare initial public offering since october 19 2015 efforts devoted identifying acquisition candidate intend use proceeds held trust account fund working capital requirements however assurance able successfully effect business combination depend funds hand provide us working capital necessary identify one target businesses conduct due diligence complete business combination additionally may use interest earned funds held trust account pay franchise income taxes may owe amounts trust account may invested us government treasury bills maturity 180 days less money market funds meeting certain conditions rule 2a7 investment company act invest direct us government treasury obligations interest income expected significant view current low interest rates riskfree investments treasury securities experienced recurring net operating losses well negative cash flows operations main source liquidity offering private placement proceeds amounts used fund search prospective target business august 11 2016 august 12 2016 august 15 2016 officers directors affiliates loaned us aggregate 500000 november 9 2016 received new commitments replaced superseded prior commitments provided us may august 2016 officers directors provide additional loans us 767000 aggregate needed additionally february 7 2017 officers directors affiliates loaned us additional 450000 loans future ones may made officers directors affiliates evidenced notes would either repaid upon consummation business combination 1500000 notes may converted warrants december 31 2016 cash position approximately 96000 based foregoing believe sufficient cash meet needs october 19 2017 assuming business combination completed time related party transactions issued 200000 principal amount unsecured promissory note affiliate chief executive officer july 13 2015 note noninterest bearing payable earlier occur august 1 2016 ii consummation offering iii abandonment offering note repaid full closing offering along shortterm advances 80000 august 11 2016 august 12 2016 august 15 2016 officers directors affiliates loaned us aggregate 500000 november 9 2016 received new commitments replaced superseded prior commitments provided us may august 2016 officers directors provide additional loans us 767000 aggregate needed additionally february 7 2017 officers directors affiliates loaned us additional 450000 loans future ones may made officers directors affiliates evidenced notes would either repaid upon consummation business combination 1500000 notes may converted warrants commencing october 13 2015 consummation business combination pay venturehouse group llc affiliate mark ein dryden capital management llc affiliate l dyson dryden aggregate fee 10000 per month providing us office space certain office secretarial services however arrangement solely benefit intended provide messrs ein dryden compensation lieu salary offbalance sheet arrangements offbalance sheet arrangements december 31 2016 contractual obligations longterm debt capital lease obligations longterm liabilities letter agreement affiliates executive officers pursuant pay 10000 per month fee rent administrative services critical accounting policies financial statements notes financial statements contain information pertinent management’s discussion analysis preparation financial statements conformity accounting principles generally accepted united states requires management make estimates assumptions affect reported amounts assets liabilities disclosures contingent assets liabilities management bases estimates historical experience various assumptions believed reasonable circumstances results form basis making judgments carrying values assets liabilities readily apparent sources continual basis management reviews estimates utilizing currently available information changes facts circumstances historical experience reasonable assumptions reviews deemed appropriate estimates adjusted accordingly actual results may vary estimates assumptions different andor future circumstances management considers accounting estimate critical requires assumptions made uncertain time estimate made b changes estimate use different estimating methods could selected could material impact company’s results operations financial condition following critical accounting policies identified affect significant judgments estimates used preparation financial statements believe following critical judgment areas application accounting policies affect financial condition results operations discussed application critical accounting policies audit committee following critical accounting policies intended comprehensive list company’s accounting policies estimates common stock subject possible redemption company accounts common stock subject possible conversion accordance guidance enumerated asc 480 “distinguishing liabilities equity” common stock subject mandatory conversion classified liability instrument measured fair value conditionally convertible common stock including common stock features conversion rights either within control holder subject conversion upon occurrence uncertain events solely within company’s control classified temporary equity times common stock classified stockholders’ equity company’s common stock features certain conversion rights considered company outside company’s control subject occurrence uncertain future events recently issued accounting pronouncements august 2014 fasb issued asu 201415 “disclosure uncertainties entity’s ability continue going concern” “asu 201415” asu 201415 provides guidance management’s responsibility evaluating whether substantial doubt company’s ability continue going concern related footnote disclosures reporting period management required evaluate whether conditions events raise substantial doubt company’s ability continue going concern within one year date financial statements issued amendments asu 201415 effective annual reporting periods ending december 15 2016 annual interim periods thereafter early adoption permitted company adopted methodologies prescribed asu 201415 adoption asu 201415 material effect company’s financial position results operations management believe recently issued accounting standards would material effect future financial statements item 7a item 7 management’s discussion analysis financial condition results operations following discussion read conjunction financial statements footnotes thereto contained report forward looking statements historical fact included form 10k including without limitation statements “management’s discussion analysis financial condition results operations” regarding financial position business strategy plans objectives management future operations forward looking statements used form 10k words “may” “should” “could” “would” “expect” “plan” “anticipate” “believe” “estimate” “continue” negative terms similar expressions relate us management identify forward looking statements factors might cause contribute discrepancy include limited described securities exchange commission “sec” filings references “we” “us” “our” “company” capitol acquisition corp iii except context requires otherwise forward looking statements based beliefs management well assumptions made information currently available management assurance given results forwardlooking statement achieved actual results could affected one factors could cause differ materially cautionary statements made annual report form 10k read applicable forwardlooking statements whenever appear annual report statements claim protection safe harbor forwardlooking statements contained private securities litigation reform act actual results could differ materially contemplated forward looking statements result certain factors detailed filings securities exchange commission subsequent written oral forward looking statements attributable us persons acting behalf qualified entirety paragraph overview blank check company formed july 13 2015 acquire merger share exchange asset acquisition stock purchase plan arrangement recapitalization reorganization similar business combination one businesses entities specific initial business transaction consideration actively searching target business presently revenue losses since inception incurring formation costs operations active solicitation target business complete business combination relied upon sale securities loans officers directors fund operations registration statement offering declared effective october 13 2015 october 19 2015 consummated offering received proceeds net underwriter’s discount offering expenses 317665553 simultaneously received 8250000 issuance 8250000 sponsor’s warrants private placement net proceeds approximately 915000 available working capital tax purposes management broad discretion respect specific application net proceeds offering private placement although substantially net proceeds intended applied generally towards consummating business combination successfully results operations entire activity since inception closing initial public offering october 19 2015 preparation event since offering activity limited evaluation business combination candidates generate operating revenues closing completion initial business combination expect generate small amounts nonoperating income form interest income cash equivalents interest income expected significant view current low interest rates riskfree investments treasury securities currently incur increased expenses result public company legal financial reporting accounting auditing compliance well due diligence expenses period july 13 2015 inception december 31 2015 net loss approximately 116500 representing formation operating costs consist mainly professional consulting fees rent office administrative costs incurred offering costs approximately 834000 regard offering netted additional paidin capital upon consummation offering liquidity capital resources december 31 2015 cash approximately 857000 addition 325000000 cash equivalents held trust accrued interest income earned used tax purposes 25377 325000000 restricted funds used business combination convert common shares certain circumstances activity july 13 2015 inception october 19 2015 prepare initial public offering since october 19 2015 efforts devoted identifying acquisition candidate intend use proceeds held trust account fund working capital requirements however assurance able successfully effect business combination depend funds hand provide us working capital necessary identify one target businesses conduct due diligence complete business combination additionally may use interest earned funds held trust account pay franchise income taxes may owe amounts trust account may invested us government treasury bills maturity 180 days less money market funds meeting certain conditions rule 2a7 investment company act invest direct us government treasury obligations interest income expected significant view current low interest rates riskfree investments treasury securities believe approximate 857000 net proceeds held trust account december 31 2015 sufficient allow us operate least next 12 months assuming business combination consummated time however necessary order meet working capital needs sponsors officers directors may obligated loan us funds time whatever amount deem reasonable sole discretion loan would evidenced promissory note notes would either paid upon consummation initial business combination without interest holder’s discretion 1500000 notes may converted warrants price 100 per warrant warrants would identical founders’ warrants complete business combination loans forgiven offbalance sheet arrangements offbalance sheet arrangements december 31 2015 contractual obligations longterm debt capital lease obligations longterm liabilities letter agreement affiliates executive officers pursuant pay 10000 per month fee rent administrative services critical accounting policies financial statements notes financial statements contain information pertinent managements discussion analysis preparation financial statements conformity accounting principles generally accepted united states requires management make estimates assumptions affect reported amounts assets liabilities disclosures contingent assets liabilities management bases estimates historical experience various assumptions believed reasonable circumstances results form basis making judgments carrying values assets liabilities readily apparent sources continual basis management reviews estimates utilizing currently available information changes facts circumstances historical experience reasonable assumptions reviews deemed appropriate estimates adjusted accordingly actual results may vary estimates assumptions different andor future circumstances management considers accounting estimate critical requires assumptions made uncertain time estimate made b changes estimate use different estimating methods could selected could material impact companys results operations financial condition following critical accounting policies identified affect significant judgments estimates used preparation financial statements believe following critical judgment areas application accounting policies affect financial condition results operations discussed application critical accounting policies audit committee following critical accounting policies intended comprehensive list companys accounting policies estimates common stock subject possible redemption company accounts common stock subject possible conversion accordance guidance enumerated asc 480 “distinguishing liabilities equity” common stock subject mandatory conversion classified liability instrument measured fair value conditionally convertible common stock including common stock features conversion rights either within control holder subject conversion upon occurrence uncertain events solely within company’s control classified temporary equity times common stock classified stockholders’ equity company’s common stock features certain conversion rights considered company outside company’s control subject occurrence uncertain future events recently issued accounting pronouncements management believe recently issued accounting standards would material effect future financial statements item 7a item 7a quantitative qualitative disclosures market risk market risk broad term risk economic loss due adverse changes fair value financial instrument changes may result various factors including interest rates foreign exchange rates commodity prices andor equity prices net proceeds initial public offering 3250 million includes approximately 114 million proceeds attributable underwriters’ deferred discount initial public offering placed trust account j p morgan securities continental stock transfer trust company acting trustee december 31 2016 approximately 325732000 trust account including approximately 165000 accrued interest 567000 cash interest earned available pay taxes proceeds held trust invested united states treasury bills maturity 180 days less december 31 2016 effective annualized interest rate payable treasury bills approximately 036 due shortterm nature investments low interest rates related types investments believe material exposure related interest rate risk believe effect changes foreign exchange rates commodity prices andor equity prices currently pose significant market risk us item 8 item 7a quantitative qualitative disclosures market risk inception december 31 2015 efforts limited organizational activities relating initial public offering search acquisition candidate neither engaged operations generated revenues market risk broad term risk economic loss due adverse changes fair value financial instrument changes may result various factors including interest rates foreign exchange rates commodity prices andor equity prices net proceeds initial public offering 3250 million includes approximately 114 million proceeds attributable underwriters’ deferred discount initial public offering placed trust account j p morgan securities continental stock transfer trust company acting trustee december 31 2015 balance trust account 3250 million proceeds held trust invested united states treasury bills maturity 180 days less december 31 2015 effective annualized interest rate payable treasury bills approximately 07 due shortterm nature investments low interest rates related types investments believe material exposure related interest rate risk believe effect changes foreign exchange rates commodity prices andor equity prices currently pose significant market risk us engaged hedging activities since inception currently expect engage hedging activities item 8 item 8 financial statements supplementary data information appears following item 15 report included herein reference item 9 item 8 financial statements supplementary data information appears following item 15 report included herein reference item 9 item 15 exhibits financial statement schedules following documents filed part form 10k 1 financial statements 2 financial statement schedules none 3 following exhibits filed part form 10k item 16 form 10k summary none signatures pursuant requirements section 13 15 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized 10th day march 2017 power attorney undersigned directors officers capitol acquisition corp iii hereby constitute appoint mark ein l dyson dryden full power act true lawful attorneyinfact full power execute name behalf capacities indicated annual report form 10k amendments thereto file exhibits thereto documents connection therewith securities exchange commission hereby ratify confirm attorneysinfact substitutes shall lawfully cause done virtue hereof accordance securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated name title date mark ein chairman chief executive officer treasurer secretary director principal executive officer march 10 2017 mark ein l dyson dryden chief financial officer principal financial accounting officer march 10 2017 l dyson dryden lawrence calcano director march 10 2017 lawrence calcano richard c donaldson director march 10 2017 richard c donaldson piyush sodha director march 10 2017 piyush sodha capitol acquisition corp iii report independent registered public accounting firm audit committee board directors shareholders capitol acquisition corp iii audited accompanying balance sheets capitol acquisition corp iii “company” december 31 2016 2015 related statements operations changes stockholders’ equity cash flows year ended december 31 2016 period july 13 2015 inception december 31 2015 financial statements responsibility company’s management responsibility express opinion financial statements based audits conducted audits accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement company required engaged perform audit internal control financial reporting audit included consideration internal control financial reporting basis designing audit procedures appropriate circumstances purpose expressing opinion effectiveness company’s internal control financial reporting accordingly express opinion audit also includes examining test basis evidence supporting amounts disclosures financial statements assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects financial position capitol acquisition corp iii december 31 2016 2015 results operations cash flows year ended december 31 2016 period july 13 2015 inception december 31 2015 conformity accounting principles generally accepted united states america smarcum llp marcum llp new york ny march 10 2017 part financial information capitol acquisition corp iii balance sheets accompanying notes integral part financial statements capitol acquisition corp iii statements operations accompanying notes integral part financial statements capital acquisition corp iii statement changes stockholders’ equity period july 13 2015 inception december 31 2016 accompanying notes integral part financial statements capitol acquisition corp iii statements cash flows accompanying notes integral part financial statements capitol acquisition corp iii notes financial statements note 1 organization plan business operations liquidity capitol acquisition corp iii “company” incorporated delaware july 13 2015 blank check company whose objective acquire merger share exchange asset acquisition stock purchase recapitalization reorganization similar business combination one businesses entities “business combination” activity december 31 2016 relates company’s formation initial public offering “offering” identifying investigating prospective target businesses consummate business combination registration statement offering declared effective october 13 2015 company consummated offering 32500000 units october 19 2015 including exercise overallotment option extent 2500000 units generating gross proceeds 325000000 net proceeds 317665553 deducting 7334447 transaction costs additional 11375000 deferred underwriting expenses may paid upon completion business combination units sold pursuant offering “units” sold offering price 1000 per unit addition company generated gross net proceeds 8250000 private placement “private placement” 8250000 warrants “founders’ warrants” price 100 per warrant capitol acquisition management 3 llc capitol acquisition founder llc collectively “sponsors” entities affiliated company’s executive officers company’s directors company’s management broad discretion respect specific application net proceeds offering founders’ warrants although substantially net proceeds intended applied generally toward consummating business combination assurance company able effect business combination successfully upon closing offering 325000000 1000 per unit sold offering including proceeds private placement founders’ warrants placed trust account “trust account” may invested us “government securities” within meaning section 2a16 investment company act 1940 amended “investment company act” maturity 180 days less money market funds meeting certain conditions rule 2a7 promulgated investment company act earlier consummation company’s first business combination ii company’s failure consummate business combination within prescribed time placing funds trust account may protect funds third party claims company although company seek vendors service providers prospective target businesses entities engages execute agreements company waiving claim kind monies held trust account guarantee persons execute agreements company’s executive officers agreed liable certain circumstances ensure proceeds trust account reduced claims target businesses vendors entities owed money company services rendered contracted products sold company however assurance able satisfy obligations arise company signing definitive agreement business combination target business required seek shareholder approval business combination meeting called purpose shareholders may seek convert shares pro rata share aggregate amount deposit trust account less taxes due yet paid notwithstanding foregoing public stockholder together affiliate person acting concert “group” defined section 13d3 securities exchange act 1934 amended restricted seeking conversion rights respect 20 shares common stock sold offering without company’s prior written consent company proceed business combination net tangible assets least 5 million upon consummation business combination majority outstanding shares common stock company voted favor business combination connection shareholder vote required approve business combination sponsors initial shareholders company collectively “initial stockholders” agreed vote respective shares favor initial business combination ii convert respective shares pursuant company’s amended restated certificate incorporation company unable complete initial business combination october 19 2017 company cease operations except purpose winding ii promptly reasonably possible ten business days thereafter redeem 100 outstanding public shares iii promptly reasonably possible following redemption subject approval remaining holders common stock company’s board directors dissolve liquidate company unable consummate initial business combination forced redeem 100 outstanding public shares pro rata portion funds held trust account holder receive full pro rata portion amount trust account plus pro rata interest earned funds held trust account released company pay franchise income taxes less 100000 interest pay dissolution expenses company unable complete initial business combination pershare conversion price common stock would 1000 without taking account interest earned trust account proceeds deposited trust account could however become subject claims company’s creditors preference claims company’s stockholders addition company forced file bankruptcy case involuntary bankruptcy case filed dismissed proceeds held trust account could subject applicable bankruptcy law may included bankruptcy estate subject claims third parties priority claims company’s common stockholders therefore actual pershare redemption price may less 1000 company emerging growth company defined jumpstart business startups act 2012 “jobs act” remain five years however company’s nonconvertible debt issued within threeyear period company’s total revenues exceed 1 billion market value company’s shares common stock held nonaffiliates exceeds 700 million last day second fiscal quarter given fiscal year company would cease emerging growth company following fiscal year emerging growth company elected section 107b jobs act take advantage extended transition period provided section 7a2b securities act 1933 amended complying new revised accounting standards company experienced recurring net operating losses well negative cash flows operations company’s main source liquidity offering private placement proceeds amounts used fund search prospective target business august 11 2016 august 12 2016 august 15 2016 company’s officers directors affiliates loaned company aggregate 500000 company currently cash position approximately 96000 company also received new commitments replaced superseded certain prior commitments chief executive officer mark ein president chief financial officer l dyson dryden independent board members lawrence calcano richard c donaldson piyush sodha provide additional loans company 767000 aggregate february 7 2017 officers directors affiliates loaned us aggregate 450000 august 2016 loans february 2017 loans well future ones may made company’s officers directors affiliates evidenced notes would either repaid upon consummation business combination 1500000 notes may converted warrants based foregoing company believes sufficient cash meet needs next twelve months note 2 significant accounting policies basis presentation accompanying financial statements presented us dollars conformity accounting principles generally accepted united states america “gaap” pursuant rules regulations securities exchange commission sec concentration credit risk financial instruments potentially subject company concentration credit risk consist cash accounts financial institution times may exceed federal depository insurance coverage 250000 company experienced losses accounts management believes company exposed significant risks accounts cash equivalents company considers shortterm investments original maturity three months less purchased cash equivalents company maintains cash deposits major financial institutions cash equivalents held trust account amounts held trust account represent substantially proceeds initial public offering classified restricted assets since amounts used company connection consummation business combination december 31 2016 december 31 2015 cash equivalents restricted held trust account consisted 325000000 united states treasury securities original maturity three months less cash equivalents held trust available taxes consisted 567469 december 31 2016 fair value financial instruments fair value company’s assets liabilities qualify financial instruments fasb asc 820 “fair value measurements disclosures” approximates carrying amounts represented balance sheet primarily due shortterm nature offering costs offering costs consist principally legal accounting underwriting costs incurred balance sheet date directly related offering costs approximately 187 million charged stockholder’s equity upon completion offering common stock subject possible redemption company accounts common stock subject possible conversion accordance guidance enumerated asc 480 “distinguishing liabilities equity” common stock subject mandatory conversion classified liability instrument measured fair value conditionally convertible common stock including common stock features cash conversion rights either within control holder subject cash conversion upon occurrence uncertain events solely within company’s control classified temporary equity times common stock classified stockholders’ equity company’s common stock features certain cash conversion rights considered company outside company’s control subject occurrence uncertain future events accordingly december 31 2016 december 31 2015 common stock subject possible conversion presented temporary equity outside stockholders’ equity section company’s balance sheet loss per share loss per share computed dividing net loss weightedaverage number shares common stock outstanding period excluding shares common stock subject forfeiture note 5 common stock subject possible redemption excluded calculation basic loss per share since shares redeemed participate pro rata share trust account earnings company considered effect warrants purchase shares common stock calculation diluted loss per share since exercise warrants contingent upon occurrence future events result diluted loss per common share basic loss per common share period use estimates preparation financial statements conformity accounting principles generally accepted united states america requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amounts expenses reporting period actual results could differ estimates income taxes company accounts income taxes asc 740 income taxes “asc 740” asc 740 requires recognition deferred tax assets liabilities expected impact differences financial statement tax basis assets liabilities expected future tax benefit derived tax loss tax credit carry forwards asc 740 additionally requires valuation allowance established likely portion deferred tax assets realized asc 740 also clarifies accounting uncertainty income taxes recognized enterprise’s financial statements prescribes recognition threshold measurement process financial statement recognition measurement tax position taken expected taken tax return benefits recognized tax position must morelikelythannot sustained upon examination taxing authorities asc 740 also provides guidance derecognition classification interest penalties accounting interim period disclosure transition company required file income tax returns united states federal various state local jurisdictions based company’s evaluation concluded significant uncertain tax positions requiring recognition company’s financial statements since company incorporated july 13 2015 evaluation performed 2015 tax year company believes income tax positions deductions would sustained audit anticipate adjustments would result material changes financial position company’s policy recording interest penalties associated audits record expense component income tax expense amounts accrued penalties interest year ended december 31 2016 period ended december 31 2015 management currently unaware issues review could result significant payments accruals material deviations position recent accounting pronouncements august 2014 fasb issued asu 201415 “disclosure uncertainties entity’s ability continue going concern” “asu 201415” asu 201415 provides guidance management’s responsibility evaluating whether substantial doubt company’s ability continue going concern related footnote disclosures reporting period management required evaluate whether conditions events raise substantial doubt company’s ability continue going concern within one year date financial statements issued amendments asu 201415 effective annual reporting periods ending december 15 2016 annual interim periods thereafter early adoption permitted company adopted methodologies prescribed asu 201415 adoption asu 201415 material effect company’s financial position results operations management believe recently issued yet effective accounting standards currently adopted would material effect accompanying financial statements subsequent events management company evaluates events occurred balance sheet date december 31 2016 date financial statements issued based upon review management noted february 7 2017 company issued notes payable officers directors affiliates totaled 450000 notes bear interest repayable upon consummation company’s initial merger capital stock exchange asset acquisition similar business combination upon consummation business combination note holders option convert 1500000 aggregate principal balances warrants price 100 per warrant terms warrants identical founders’ warrants january 3 2017 received notice nasdaq stating failed hold annual meeting stockholders within 12 months fiscal year ended december 31 2015 required nasdaq listing rules 5620a 5810c2g submitted plan regain compliance pursuant procedures set forth nasdaq listing rules february 16 2017 march 2 2017 nasdaq approved plan indicated june 29 2017 regain compliance aforementioned rules holding annual meeting shareholders date intend hold annual meeting connection proposed business combination submit stockholders approval failure hold annual meeting date could result delisting securities nasdaq matter noted preceding two paragraphs management identify recognized nonrecognized subsequent events would required adjustment disclosure financial statements note 3 initial public offering founders’ warrants connection offering october 19 2015 company sold 32500000 units 1000 per unit including 2500000 units subject underwriters’ overallotment option unit consists one share common stock company one half one warrant company “warrants” whole warrant entitles holder purchase one share common stock price 1150 commencing later 30 days company’s completion business combination october 19 2016 expiring five years completion business combination company may redeem warrants price 001 per warrant upon 30 days’ notice event last sale price shares common stock least 1800 per share 20 trading days within 30trading day period ending third day prior date notice redemption given company redeems warrants described management option require holders wish exercise warrants “cashless basis” warrants exercisable cash unless company effective current registration statement covering shares common stock issuable upon exercise warrants current prospectus relating shares common stock notwithstanding foregoing registration statement covering shares common stock issuable upon exercise warrants effective within 90 days following consummation initial business combination warrant holders may time effective registration statement period company shall failed maintain effective registration statement exercise warrants cashless basis pursuant exemption provided section 3a9 securities act 1933 amended provided exemption available exemption another exemption available holders able exercise warrants cashless basis accordance warrant agreement relating warrants sold issued offering company required use best efforts maintain effectiveness registration statement covering warrants simultaneously consummation offering company consummated private placement 8250000 founders’ warrants price 100 per warrant sponsors founders’ warrants identical warrants included units sold offering except founders’ warrants redeemable company ii may exercised cash cashless basis described registration statement relating offering long held initial purchasers permitted transferees additionally purchasers agreed transfer assign sell founders’ warrants including common stock issuable upon exercise founders’ warrants except certain permitted transferees 30 days completion company’s initial business combination december 31 2016 december 31 2015 24500000 warrants outstanding include 8250000 founders’ warrants note 4 related parties august 2016 company issued notes payable certain shareholders totaled 500000 notes bear interest repayable upon consummation company’s initial merger capital stock exchange asset acquisition similar business combination upon consummation business combination note holders option convert principal balances warrants price 100 per warrant terms warrants identical founders’ warrants company issued 200000 principal amount unsecured promissory note affiliate company’s chief executive officer july 13 2015 note noninterest bearing payable earlier occur august 1 2016 ii consummation offering iii abandonment offering note repaid full closing offering along shortterm advances 80000 company presently occupies office space provided two affiliates company’s executive officers affiliates agreed company consummates business combination make office space well certain office secretarial services available company may required company time company pay affiliates aggregate 10000 per month services initial stockholders holders founders’ warrants underlying shares common stock entitled registration rights respect initial shares founders’ warrants underlying shares common stock pursuant agreement signed effective date offering holders majority initial shares entitled demand company register shares time commencing three months prior first anniversary consummation business combination holders founders’ warrants underlying shares common stock entitled demand company register securities time company consummates business combination addition initial stockholders holders founders’ warrants underlying shares common stock certain “piggyback” registration rights registration statements filed company’s consummation business combination note 5 commitments contingencies october 13 2015 company entered agreement underwriters offering “underwriting agreement” pursuant underwriting agreement company paid underwriting discount 20 gross proceeds offering underwriting discount company also agreed pay underwriters offering deferred underwriting discount 35 gross proceeds offering “deferred commissions” placed trust account payable upon completion business combination company entered three consulting arrangements services help identify introduce company potential targets provide assistance due diligence deal structuring documentation obtaining stockholder approval business combination agreements provide aggregate annual fee 550000 success fee 1125000 upon consummation business combination note 6 stockholder equity preferred stock company authorized issue 1000000 shares preferred stock par value 00001 per share designation rights preferences may determined time company’s board directors december 31 2016 december 31 2015 shares preferred stock issued outstanding common stock company authorized issue 120000000 shares common stock par value 00001 per share connection organization company july 13 2015 total 10062500 shares company’s common stock sold sponsors price approximately 00025 per share aggregate 25000 october 13 2015 sponsors contributed back company’s capital additional consideration aggregate 1437500 shares leaving aggregate 8625000 shares outstanding number included aggregate 1125000 shares subject forfeiture overallotment option exercised full underwriters aggregate 500000 shares forfeited based amount units sold offering pursuant overallotment option closing offering shares placed escrow account transferred assigned sold released escrow one year date consummation initial business combination earlier subsequent initial business combination last sales price company’s common stock equals exceeds 1200 per share adjusted stock splits stock dividends reorganizations recapitalizations 20 trading days within 30trading day period commencing least 150 days initial business combination ii company consummates subsequent liquidation merger stock exchange similar transaction results company’s stockholders right exchange shares common stock cash securities property december 31 2016 december 31 2015 9814869 9680095 shares common stock respectively issued outstanding excludes 30810131 30944905 shares subject possible redemption respectively note 7 income taxes year ended december 31 2016 period july 13 2015 inception december 31 2015 provisions income taxes corporate taxes payable due net operating losses incurred year deferred income tax assets 260000 2016 40000 2015 primarily comprised net operating loss carryforwards deferred tax benefits recorded year 220000 2016 40000 2015 offset corresponding equal amounts changes valuation allowance deferred income taxes applicable provided differences basis assets liabilities financial reporting income tax purposes valuation allowance established necessary reduce deferred tax assets amount expected realized company approximately 766000 net operating losses expire 2036 realized would tax benefit approximately 260000 company recorded full valuation allowance deferred tax benefit since company believes likely company utilize losses future accordingly recorded deferred tax asset reconciliation provision income taxes amounts computed applying statutory federal income tax rate income continuing operations provision income taxes follows note 8 summarized quarterly data unaudited following summary quarterly results operations year ended december 31 2016 following summary quarterly results operations period july 13 2015 inception ended december 31 2015 item 15 exhibits financial statement schedules following documents filed part form 10k 1 financial statements 2 financial statement schedules none 3 following exhibits filed part form 10k signatures pursuant requirements section 13 15 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized 24th day march 2016 l dyson dryden l dyson dryden chief financial officer principal financial accounting officer power attorney undersigned directors officers capitol acquisition corp iii hereby constitute appoint mark ein l dyson dryden full power act true lawful attorneyinfact full power execute name behalf capacities indicated annual report form 10k amendments thereto file exhibits thereto documents connection therewith securities exchange commission hereby ratify confirm attorneysinfact substitutes shall lawfully cause done virtue hereof accordance securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated name title date mark ein chairman chief executive officer treasurer secretary director march 24 2016 mark ein principal executive officer l dyson dryden chief financial officer principal financial accounting officer march 24 2016 l dyson dryden lawrence calcano director march 24 2016 lawrence calcano richard c donaldson director march 24 2016 richard c donaldson piyush sodha director march 24 2016 piyush sodha capitol acquisition corp iii report independent registered public accounting firm report independent registered public accounting firm audit committee board directors shareholders capitol acquisition corp iii audited accompanying balance sheet capitol acquisition corp iii “company” december 31 2015 related statements operations changes stockholders’ equity cash flows period july 13 2015 inception december 31 2015 financial statements responsibility company’s management responsibility express opinion financial statements based audit conducted audit accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement company required engaged perform audit internal control financial reporting audit included consideration internal control financial reporting basis designing audit procedures appropriate circumstances purpose expressing opinion effectiveness company’s internal control financial reporting accordingly express opinion audit also includes examining test basis evidence supporting amounts disclosures financial statements assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position capitol acquisition corp iii december 31 2015 results operations cash flows period july 13 2015 inception december 31 2015 conformity accounting principles generally accepted united states america marcum llp marcum llp new york ny march 24 2016 capitol acquisition corp iii balance sheet december 31 2015 accompanying notes integral part financial statements capitol acquisition corp iii statement operations period july 13 2015 inception december 31 2015 accompanying notes integral part financial statements capitol acquisition corp iii statement changes stockholders’ equity period july 13 2015 inception december 31 2015 accompanying notes integral part financial statements capitol acquisition corp iii statement cash flows period july 13 2015 inception december 31 2015 accompanying notes integral part financial statements capitol acquisition corp iii notes financial statements note 1 organization plan business operations liquidity capitol acquisition corp iii “company” incorporated delaware july 13 2015 blank check company whose objective acquire merger share exchange asset acquisition stock purchase recapitalization reorganization similar business combination one businesses entities “business combination” activity december 31 2015 relates company’s formation initial public offering “offering” identifying investigating prospective target businesses consummate business combination registration statement offering declared effective october 13 2015 company consummated offering 32500000 units october 19 2015 including exercise overallotment option extent 2500000 units generating gross proceeds 325000000 net proceeds 317665553 deducting 7334447 transaction costs additional 11375000 deferred underwriting expenses may paid upon completion business combination units sold pursuant offering “units” sold offering price 1000 per unit addition company generated gross net proceeds 8250000 private placement “private placement” 8250000 warrants “founders’ warrants” price 100 per warrant capitol acquisition management 3 llc capitol acquisition founder llc collectively “sponsors” entities affiliated company’s executive officers company’s directors company’s management broad discretion respect specific application net proceeds offering founders’ warrants although substantially net proceeds intended applied generally toward consummating business combination assurance company able effect business combination successfully upon closing offering 325000000 1000 per unit sold offering including proceeds private placement founders’ warrants placed trust account “trust account” may invested us “government securities” within meaning section 2a16 investment company act 1940 amended “investment company act” maturity 180 days less money market funds meeting certain conditions rule 2a7 promulgated investment company act earlier consummation company’s first business combination ii company’s failure consummate business combination within prescribed time placing funds trust account may protect funds third party claims company although company seek vendors service providers prospective target businesses entities engages execute agreements company waiving claim kind monies held trust account guarantee persons execute agreements company’s executive officers agreed liable certain circumstances ensure proceeds trust account reduced claims target businesses vendors entities owed money company services rendered contracted products sold company however assurance able satisfy obligations arise company signing definitive agreement business combination target business required seek shareholder approval business combination meeting called purpose shareholders may seek convert shares pro rata share aggregate amount deposit trust account less taxes due yet paid notwithstanding foregoing public stockholder defined together affiliate person acting concert “group”as defined section 13d3 securities exchange act 1934 amended restricted seeking conversion rights respect 20 shares common stock sold offering without company’s prior written consent company proceed business combination net tangible assets least 5 million upon consummation business combination majority outstanding shares common stock company voted favor business combination connection shareholder vote required approve business combination sponsors initial shareholders company collectively “initial stockholders” agreed vote respective shares favor initial business combination ii convert respective shares pursuant company’s amended restated certificate incorporation company unable complete initial business combination october 19 2017 company cease operations except purpose winding ii promptly reasonably possible ten business days thereafter redeem 100 outstanding public shares iii promptly reasonably possible following redemption subject approval remaining holders common stock company’s board directors dissolve liquidate company unable consummate initial business combination forced redeem 100 outstanding public shares pro rata portion funds held trust account holder receive full pro rata portion amount trust account plus pro rata interest earned funds held trust account released company pay franchise income taxes less 100000 interest pay dissolution expenses company unable complete initial business combination expends net proceeds offering deposited trust account without taking account interest earned trust account company expects initial pershare conversion price common stock 1000 proceeds deposited trust account could however become subject claims company’s creditors preference claims company’s stockholders addition company forced file bankruptcy case involuntary bankruptcy case filed dismissed proceeds held trust account could subject applicable bankruptcy law may included bankruptcy estate subject claims third parties priority claims company’s common stockholders therefore actual pershare redemption price may less 1000 company emerging growth company defined jumpstart business startups act 2012 “jobs act” remain five years however company’s nonconvertible debt issued within three year period company’s total revenues exceed 1 billion market value company’s shares common stock held nonaffiliates exceeds 700 million last day second fiscal quarter given fiscal year company would cease emerging growth company following fiscal year emerging growth company elected section 107b jobs act take advantage extended transition period provided section 7a2b securities act 1933 amended complying new revised accounting standards note 2 significant accounting policies basis presentation accompanying financial statements presented us dollars conformity accounting principles generally accepted united states america “gaap” pursuant rules regulations sec concentration credit risk financial instruments potentially subject company concentration credit risk consist cash accounts financial institution times may exceed federal depository insurance coverage 250000 company experienced losses accounts management believes company exposed significant risks accounts cash equivalents company considers shortterm investments maturity three months less purchased cash equivalents company maintains cash balances times may uninsured deposit accounts exceed federal deposit insurance corporation limits company maintains cash deposits major financial institutions cash equivalents held trust account amounts held trust account represent substantially proceeds initial public offering classified restricted assets since amounts used company connection consummation business combination december 31 2015 cash equivalents held trust account consisted 325000000 united states treasury securities original maturity three months less 25377 accrued interest outstanding december 31 2015 assets trust account held cash equivalents fair value financial instruments fair value company’s assets liabilities qualify financial instruments fasb asc 820 “fair value measurements disclosures” approximates carrying amounts represented balance sheet primarily due shortterm nature offering costs offering costs consist principally legal accounting underwriting costs incurred balance sheet date directly related offering costs approximately 187 million charged stockholder’s equity upon completion offering common stock subject possible redemption company accounts common stock subject possible conversion accordance guidance enumerated asc 480 “distinguishing liabilities equity” common stock subject mandatory conversion classified liability instrument measured fair value conditionally convertible common stock including common stock features cash conversion rights either within control holder subject cash conversion upon occurrence uncertain events solely within company’s control classified temporary equity times common stock classified stockholders’ equity company’s common stock features certain cash conversion rights considered company outside company’s control subject occurrence uncertain future events accordingly december 31 2015 common stock subject possible conversion presented temporary equity outside stockholders’ equity section company’s balance sheet loss per share loss per share computed dividing net loss weightedaverage number shares common stock outstanding period excluding shares common stock subject forfeiture note 7 common stock subject possible redemption excluded calculation basic loss per share since shares redeemed participate pro rata share trust account earnings december 31 2015 company dilutive securities contracts could potentially exercised converted common stock share earnings company considered effect warrants purchase shares common stock calculation diluted loss per share since exercise warrants contingent upon occurrence future events result diluted loss per common share basic loss per common share period use estimates preparation financial statements conformity accounting principles generally accepted united states america requires management make estimates assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date financial statements reported amounts expenses reporting period actual results could differ estimates income taxes company accounts income taxes asc 740 income taxes “asc 740” asc 740 requires recognition deferred tax assets liabilities expected impact differences financial statement tax basis assets liabilities expected future tax benefit derived tax loss tax credit carry forwards asc 740 additionally requires valuation allowance established likely portion deferred tax assets realized asc 740 also clarifies accounting uncertainty income taxes recognized enterprise’s financial statements prescribes recognition threshold measurement process financial statement recognition measurement tax position taken expected taken tax return benefits recognized tax position must morelikelythannot sustained upon examination taxing authorities asc 740 also provides guidance derecognition classification interest penalties accounting interim period disclosure transition company required file income tax returns united states federal various state local jurisdictions based company’s evaluation concluded significant uncertain tax positions requiring recognition company’s financial statements since company incorporated july 13 2015 evaluation performed 2015 tax year company believes income tax positions deductions would sustained audit anticipate adjustments would result material changes financial position company’s policy recording interest penalties associated audits record expense component income tax expense amounts accrued penalties interest period july 13 2015 inception december 31 2015 management currently unaware issues review could result significant payments accruals material deviations position recent accounting pronouncements management believe recently issued yet effective accounting standards currently adopted would material effect accompanying financial statements subsequent events management company evaluates events occurred balance sheet date december 31 2015 date financial statements issued based upon review management identify recognized nonrecognized subsequent events would required adjustment disclosure financial statements note 3 initial public offering founders’ warrants connection offering october 19 2015 company sold 32500000 units 1000 per unit including 2500000 units subject underwriters’ overallotment option unit consists one share common stock company one half one warrant company “warrants” whole warrant entitles holder purchase one share common stock price 1150 commencing later 30 days company’s completion business combination october 19 2016 expiring five years completion business combination company may redeem warrants price 001 per warrant upon 30 days’ notice event last sale price shares common stock least 1800 per share 20 trading days within 30trading day period ending third day prior date notice redemption given company redeems warrants described management option require holders wish exercise warrants “cashless basis” warrants exercisable cash unless company effective current registration statement covering shares common stock issuable upon exercise warrants current prospectus relating shares common stock notwithstanding foregoing registration statement covering shares common stock issuable upon exercise warrants effective within specified period following consummation initial business combination warrant holders may time effective registration statement period company shall failed maintain effective registration statement exercise warrants cashless basis pursuant exemption provided section 3a9 securities act 1933 amended provided exemption available exemption another exemption available holders able exercise warrants cashless basis accordance warrant agreement relating warrants sold issued offering company required use best efforts maintain effectiveness registration statement covering warrants simultaneously consummation offering company consummated private placement 8250000 founders’ warrants price 100 per warrant sponsors founders’ warrants identical warrants included units sold offering except founders’ warrants redeemable company ii may exercised cash cashless basis described registration statement relating offering long held initial purchasers permitted transferees additionally purchasers agreed transfer assign sell founders’ warrants including common stock issuable upon exercise founders’ warrants except certain permitted transferees 30 days completion company’s initial business combination december 31 2015 24500000 warrants outstanding include 8250000 founders’ warrants note 4 note payable related party company issued 200000 principal amount unsecured promissory note affiliate company’s chief executive officer july 13 2015 note noninterest bearing payable earlier occur august 1 2016 ii consummation offering iii abandonment offering note repaid full closing offering along shortterm advances 80000 note 5 income taxes period july 13 2015 inception december 31 2015 provisions income taxes corporate taxes payable due net operating losses incurred year deferred income taxes applicable provided differences basis assets liabilities financial reporting income tax purposes valuation allowance established necessary reduce deferred tax assets amount expected realized company approximately 140000 net operating losses expire 2035 realized would tax benefit approximately 48000 company recorded full valuation allowance deferred tax benefit since company believes likely company utilize losses future accordingly recorded deferred tax asset reconciliation provision income taxes amounts computed applying statutory federal income tax rate income continuing operations provision income taxes follows note 6 commitments contingencies october 13 2015 company entered agreement underwriters offering “underwriting agreement” pursuant underwriting agreement company paid underwriting discount 20 gross proceeds offering underwriting discount company also agreed pay underwriters offering deferred underwriting discount 35 gross proceeds offering “deferred commissions” placed trust account payable upon completion business combination company presently occupies office space provided two affiliates company’s executive officers affiliates agreed company consummates business combination make office space well certain office secretarial services available company may required company time company pay affiliates aggregate 10000 per month services initial stockholders holders founders’ warrants underlying shares common stock entitled registration rights respect initial shares founders’ warrants underlying shares common stock pursuant agreement signed effective date offering holders majority initial shares entitled demand company register shares time commencing three months prior first anniversary consummation business combination holders founders’ warrants underlying shares common stock entitled demand company register securities time company consummates business combination addition initial stockholders holders founders’ warrants underlying shares common stock certain “piggyback” registration rights registration statements filed company’s consummation business combination company entered two consulting arrangements services help identify introduce company potential targets provide assistance due diligence deal structuring documentation obtaining stockholder approval business combination agreements provide aggregate annual fee 450000 success fee 650000 upon consummation business combination note 7 stockholder equity preferred stock company authorized issue 1000000 shares preferred stock par value 00001 per share designation rights preferences may determined time company’s board directors december 31 2015 shares preferred stock issued outstanding common stock company authorized issue 120000000 shares common stock par value 00001 per share connection organization company july 13 2015 total 10062500 shares company’s common stock sold sponsors price approximately 00025 per share aggregate 25000 october 13 2015 sponsors contributed back company’s capital additional consideration aggregate 1437500 shares leaving aggregate 8625000 shares outstanding number included aggregate 1125000 shares subject forfeiture overallotment option exercised full underwriters aggregate 500000 shares forfeited based amount units sold offering pursuant overallotment option closing offering shares placed escrow account transferred assigned sold released escrow one year date consummation initial business combination earlier subsequent initial business combination last sales price company’s common stock equals exceeds 1200 per share adjusted stock splits stock dividends reorganizations recapitalizations 20 trading days within 30trading day period commencing least 150 days initial business combination ii company consummates subsequent liquidation merger stock exchange similar transaction results company’s stockholders right exchange shares common stock cash securities property december 31 2015 9680095 shares common stock issued outstanding excludes 30944905 shares subject possible redemption note 8 summarized quarterly data unaudited following summary quarterly results operations period july 13 2015 inception december 31 2015