Custom Truck One Source, Inc. - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended June 30, 2019

☐    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: 001-38186

NESCO HOLDINGS, INC. 

(Exact Name of Registrant as Specified in Its Charter)

1300 17^th Street, Suite 820

Arlington, VA 22209

(Address of principal executive offices)

(202) 654-7060

(Issuer’s telephone number)

Capitol Investment Corp. IV

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of July 30, 2019, 50,312,500 shares of common stock, par value $0.0001 per share, were issued and outstanding, respectively.

NESCO HOLDINGS, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2019

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

NESCO HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

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

NESCO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

NESCO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Three and six months ended June 30, 2018 

Three and six months ended June 30, 2019

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

NESCO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

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

NESCO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(Unaudited)

Note 1 — Organization and Plan of Business Operations

Nesco Holdings, Inc. (the “Company”) was originally incorporated in the Cayman Islands on May 1, 2017 under the name “Capitol Investment Corp. IV” as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). On July 30, 2019, in connection with the proposed transaction with Nesco Holdings I, Inc. (“Nesco”) described below, the Company deregistered under the Cayman Islands Companies Law and domesticated under Section 388 of the Delaware General Corporation Law, pursuant to which the Company’s jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware (the “Domestication”). At such time, the Company filed a certificate of incorporation in the State of Delaware changing the Company’s name to “Nesco Holdings, Inc.” and changing the authorized capital of the Company from 400,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares, and 1,000,000 authorized preference shares to 250,000,000 authorized shares of common stock, and 5,000,000 authorized shares of preferred stock. All references to ordinary shares, preference shares and similar terms have been retroactively restated to reflect common stock, preferred stock and similar terms used under Delaware law and in the Company’s certificate of incorporation.

All activity through June 30, 2019 relates to the Company’s formation, the Company’s initial public offering of 40,250,000 units (the “Offering”), the simultaneous sale of 6,533,333 warrants (the “Private Placement Warrants”) in a private placement (the “Private Placement”) to Capitol Acquisition Management IV LLC and Capitol Acquisition Founder IV LLC (collectively, the “Sponsors”), entities affiliated with the Company’s executive officers, and the Company’s directors, the Company’s search for a target business with which to complete a Business Combination and activities in connection with the proposed Business Combination with Nesco, as described in Note 6.

The Company has three subsidiaries, Capitol Intermediate Holdings, LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on March 19, 2019 (“Intermediate Holdings”), Capitol Investment Merger Sub 1, LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on March 18, 2019 (“Merger Sub”) and Capitol Investment Merger Sub 2, LLC, a wholly-owned subsidiary of the Company incorporated in Delaware on March 18, 2019 (“New HoldCo”).

Liquidity

The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders prior to the Offering and such amount of proceeds from the Offering that were placed in an account outside of the Trust Account for working capital purposes. As of June 30, 2019, the Company had $83,606 held outside of the Trust Account. In March and May 2019, the Sponsors and Lawrence Calcano, Brooke Coburn and Richard C. Donaldson, each a member of the board of directors of the Company (collectively, the “Lenders”), loaned the Company an aggregate of $950,000. In July 2019, the Lenders loaned the Company an additional $550,000. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or August 21, 2019, the deadline to complete a Business Combination pursuant to the Company’s amended and restated memorandum and articles of association (unless otherwise amended by stockholders).

Note 2 — Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on March 4, 2019, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2018 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The interim results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

NESCO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(Unaudited)

Use of estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates.

Cash and marketable securities held in Trust Account

At June 30, 2019 the assets held in the Trust Account were held in cash and at December 31, 2018, the assets held in the Trust Account were held in U.S. Treasury Bills.

Net income (loss) per common share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Offering and the Private Placement to purchase 19,950,000 shares of common stock, in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

Reconciliation of net income (loss) per common share

The Company’s net income is adjusted for the portion of income that is attributable to shares of common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income (loss) per share is calculated as follows:

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

NESCO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(Unaudited)

Note 3 — Convertible Promissory Notes

On March 22, 2019 and May 7, 2019, the Company issued an aggregate of $950,000 of convertible promissory notes to the Lenders. On July 29, 2019, the Company issued an aggregate of $550,000 of convertible promissory notes to the Lenders (see Note 8). The loans are unsecured, non-interest bearing and are payable at the consummation by the Company of a Business Combination. Upon consummation of a Business Combination, the principal balance of the notes may be converted, at the holders’ option, to warrants at a price of $1.50 per warrant (subject to compliance with the terms of the Merger Agreement (defined in Note 7 below) which restricts the Company’s ability to convert such notes to warrants except in certain cases). The terms of the warrants would be identical to the Private Placement Warrants. If the Lenders convert the entire principal balance of the convertible promissory notes, they would receive warrants to purchase an aggregate of 1,000,000 shares of common stock of the Company. If a Business Combination is not consummated, the notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

Note 4 — Administrative Services Agreement

The Company presently occupies office space provided by two affiliates of the Company’s executive officers. Such affiliates have agreed that, until the Company consummates a Business Combination, they will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company commenced paying such affiliates an aggregate of up to $20,000 per month for such services on August 15, 2017. For the three and six months ended June 30, 2019 and 2018, the Company incurred $60,000 and $120,000 in fees for these services, respectively. At June 30, 2019 and December 31, 2018, $0 and $10,000, respectively, in administrative fees are included in accounts payable and accrued expenses in the accompanying condensed balance sheets.

Note 5 — Commitments

The underwriters of the Offering were originally entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Offering, or $14,087,500. In connection with the amendment of the Merger Agreement on July 10, 2019, as defined and described in Notes 6 and 8, Capitol and Nesco reached agreements with their underwriters and financial advisors, reducing fees payable to such parties at the close of the Merger, including the deferred fee to the underwriters, by approximately $10 million in the aggregate. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement executed in connection with the Offering.

The Company’s stockholders prior to the Offering (the “Initial Stockholders”), the holders of the Private Placement Warrants (and underlying shares of common stock) and the holders of any warrants (and underlying shares of common stock) issued upon conversion of working capital loans made by the Company’s Sponsors, officers, directors or their affiliates, if any such warrants are issued, are entitled to registration rights with respect to their securities pursuant to an agreement dated as of August 15, 2017. The holders of the majority of the securities are entitled to demand that the Company register these securities at any time commencing after expiration of the transfer restrictions. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

Subsequent to the consummation of the Offering, the Company entered into four consulting arrangements for services to help identify and introduce the Company to potential targets and provide assistance with due diligence, deal structuring, documentation and obtaining stockholder approval for a Business Combination in addition to certain executive assistant services. These agreements provide for aggregate annual fees of approximately $661,000 and aggregate success fees of $1,090,000 payable upon the consummation of a Business Combination.

Note 6 — Merger Agreement

On April 7, 2019, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”), as amended (see Note 8), by and among the Company, Capitol Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Intermediate Holdings”), Capitol Investment Merger Sub 1, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), Capitol Investment Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“New HoldCo”), NESCO Holdings, LP, a Delaware limited partnership (the “Nesco Owner”), and Nesco.

Pursuant to the Merger Agreement, (i) the Company was to domesticate as a Delaware corporation and be renamed “Nesco Holdings, Inc.” (the “Domestication”), (ii) Merger Sub will merge with and into Nesco, with Nesco surviving as a wholly-owned subsidiary of the Company (the “Initial Merger”), and (iii) immediately after the Initial Merger, Nesco will merge with and into New HoldCo, with New HoldCo surviving as an indirect wholly-owned subsidiary of the Company (the “Subsequent Merger”, and together with the Initial Merger, the “Mergers”, and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, Nesco will become a limited liability company and a wholly-owned subsidiary of the Company, with Nesco Owner becoming a securityholder of the Company. The Domestication took effect on July 30, 2019.

NESCO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(Unaudited)

Under the Merger Agreement as originally executed, Nesco Owner was to receive (i) $75,000,000 of cash (subject to adjustment), (ii) 17,464,235 shares of common stock and (iii) warrants to purchase 2,500,000 shares of common stock. Nesco Owner was also to have the right to receive up to 1,800,000 additional shares of common stock, for a period of five years following the closing of the Transactions, in increments of 900,000 shares, if (x) the trading price of the Company’s common stock exceeds $13.00 per share or $16.00 per share for any 20 trading days during a 30 consecutive trading day period or (y) a sale transaction of the combined company occurs in which the consideration paid per share to holders of common stock of the combined company exceeds $13.00 per share or $16.00 per share. On July 10, 2019, the terms of the Merger Agreement were amended as described in Note 8 below.

In connection with the Domestication, (i) each outstanding Class A ordinary share of the Company automatically converted into one share of common stock of the Company, (ii) the outstanding warrants of the Company automatically converted into warrants entitling the holders to purchase shares of common stock beginning 30 days after the consummation of the Business Combination and (iii) the outstanding Class B ordinary shares of the Company automatically converted into common stock. In connection with the Transactions, the Initial Stockholders (including Capitol’s independent directors) will forfeit a certain number of shares of common stock and warrants of the Company and will subject an additional number of other shares to an additional lockup that will be released upon the achievement of the $13.00 and $16.00 share triggers applicable to Nesco Owner described above.

In connection with the execution of the Merger Agreement, New HoldCo executed a commitment letter among New Holdco, JPMorgan Chase Bank, N.A., Fifth Third Bank, Morgan Stanley Senior Funding, Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., and Citigroup Global Markets Inc. pursuant to which the lender parties committed to provide the Company with each of (i) $350 million in aggregate principal amount of commitments pursuant to a first lien senior secured asset based revolving credit facility and (ii) $400 million in second lien senior secured increasing rate bridge loans, subject to definitive documentation and certain customary closing conditions and solely to the extent that the Company is unable to issue and sell senior second lien notes in a Rule 144A or other private placement yielding up to $400 million in gross proceeds on or prior to the closing of the Transactions. On July 26, 2019, New HoldCo executed an agreement to sell $475 million of Senior Secured Second Lien Notes due 2024 (the “Notes”). The offering is conditioned upon, and is expected to be consummated concurrently with, the consummation of the transactions contemplated by the Merger Agreement and certain other transactions. The sale of the Notes is also subject to other customary closing conditions.

Note 7 — Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2019 and December 31, 2018, there are no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 250,000,000 shares of common stock, with a par value of $0.0001 per share. As of June 30, 2019 and December 31, 2018, there were 12,040,721 and 11,909,851 shares of common stock issued and outstanding, respectively, excluding 38,271,779 and 38,402,649 shares of common stock subject to possible redemption, respectively.

Note 8 — Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Convertible Promissory Notes

On July 29, 2019, the Company issued an aggregate of $550,000 of convertible promissory notes to the Lenders. The loans are unsecured, non-interest bearing and are payable at the consummation by the Company of a Business Combination. Upon consummation of a Business Combination, the principal balance of the notes may be converted, at the holders’ option, to warrants at a price of $1.50 per warrant (subject to compliance with the terms of the Merger Agreement which restricts the Company’s ability to convert such notes to warrants except in certain cases).

NESCO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(Unaudited)

Stockholder Vote

On July 16, 2019, the Company held an extraordinary general meeting, pursuant to which the Company’s stockholders approved, among others, the following proposals:

Amendment to Merger Agreement

On July 10, 2019, the Company entered into an amendment (the “Amendment”) to the Merger Agreement. Pursuant to the Amendment, the initial enterprise value of the combined company after the Business Combination was reduced by $50 million, to approximately $1,037 million (assuming no redemptions). As a result, the consideration to be issued to Nesco Owner was reduced and the Sponsor agreed to cancel an additional number of its shares, as follows

Nesco has also agreed to waive the condition to closing of the Business Combination pursuant to the Merger Agreement that the amount of cash available to the Company upon closing of the Business Combination must not be less than $265 million after giving effect to payment of amounts that the Company will be required to pay to redeeming stockholders, subject to certain other conditions and as long as cash available to the Company after the closing of the Business Combination is not less than $200 million.

NESCO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(Unaudited)

Subscription Agreements

On July 22, 2019, the Company entered into subscription agreements (“Subscription Agreements”) with (i) each of Capitol Acquisition Management IV LLC, Capitol Acquisition Founder IV LLC and the other directors of the Company (collectively the “Capitol Purchasers”) and (ii) NESCO Holdings, LP (“ECP Purchaser”), an affiliate of Nesco Owner.

Pursuant to the Subscription Agreements, the Company will, immediately following the consummation of the Business Combination, sell (i) an aggregate of 1,000,000 shares of common stock of the Company to the Capitol Purchasers at $10.00 per share and (ii) 4,500,000 shares of common stock to the ECP Purchaser at $10.00 per share (2,500,000 shares of which shall be subject to receipt by the ECP Purchaser or its affiliates of at least $25 million in full repayment of certain outstanding indebtedness).

Bond Offering

On July 26, 2019, New HoldCo executed an agreement to sell $475 million of Notes. The offering is conditioned upon, and is expected to be consummated concurrently with, the consummation of the transactions contemplated by the Merger Agreement and certain other transactions. The sale of the Notes is also subject to other customary closing conditions.

Domestication

On July 30, 2019, in connection with the proposed transaction with Nesco, the Company effectuated the Domestication pursuant to which the Company deregistered under the Cayman Islands Companies Law and domesticated under Section 388 of the Delaware General Corporation Law, pursuant to which the Company’s jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware. In connection with the Domestication, the Company filed a certificate of incorproation with the State of Delaware pursuant to which, among other things, the Company changed its name from “Capitol Investment Corp. IV” to “Nesco Holdings, Inc.” and changed the authorized capital of the Company from 400,000,000 authorized Class A ordinary shares, 50,000,000 authorized Class B ordinary shares, and 1,000,000 authorized preference shares to 250,000,000 authorized shares of common stock, and 5,000,000 authorized shares of preferred stock. The financial statements have been adjusted to retroactively reflect the Domestication and the filing of the certificate of incorporation.

Item 2. Management’s Discussion and Analysis

Forward-Looking Statements

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

Overview

We are a blank check company formed in the Cayman Islands on May 1, 2017 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On July 30, 2019, we consummated the Domestication pursuant to which we deregistered under the Cayman Islands Companies Law and domesticated under Section 388 of the Delaware General Corporation Law, pursuant to which our jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware. In connection with the Domestication, wechanged our name from “Capitol Investment Corp. IV” to “Nesco Holdings, Inc.”

We consummated the Offering on August 21, 2017. All activity through June 30, 2019 relates to our formation, the Offering and simultaneous private placement of Private Placement Warrants (each as described below), our search for a target business with which to complete an initial business combination and activities in connection with the proposed business combination with Nesco.

Recent Developments

On April 7, 2019, we entered into the Merger Agreement, as subsequently amended, by and among the Company, Intermediate Holdings, Merger Sub, New HoldCo, Nesco Owner and Nesco. See Note 6 and Note 8 in Item 1 above for a description of the Merger Agreement and the transactions contemplated thereby.

Results of Operations

We will not generate any operating revenues until the closing and completion of our business combination. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2019, we had net income of $1,121,159, which consists of interest income on marketable securities held in the Trust Account of $2,050,569, offset by operating costs of $904,919 and an unrealized loss on marketable securities held in the Trust Account of $24,491.

For the six months ended June 30, 2019, we had net income of $2,884,187, which consists of interest income on marketable securities held in the Trust Account of $4,325,260, offset by operating costs of $1,441,073.

For the three months ended June 30, 2018, we had net income of $1,020,245, which consists of interest income on marketable securities held in the Trust Account of $1,513,001, and an unrealized loss on marketable securities held in the Trust Account of $1,181, offset by operating costs of $491,575.

For the six months ended June 30, 2018, we had net income of $1,975,619, which consists of interest income on marketable securities held in the Trust Account of $2,880,438, offset by operating costs of $904,819.

Liquidity and Capital Resources

As of June 30, 2019, we had cash of $83,606 held outside the Trust Account. Until the consummation of the Offering, our only source of liquidity was an initial purchase of shares by the Sponsors, and loans and advances from related parties.

On August 21, 2017, we consummated the Offering of 40,250,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 5,250,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $402,500,000. Simultaneously with the closing of the Offering, we consummated the sale of 6,533,333 Private Placement Warrants to our Sponsors and directors at a price of $1.50 per warrant, generating gross proceeds of $9,800,000.

Following the Offering and private placement, a total of $402,500,000 was placed in the Trust Account and we had $1,052,665 of cash held outside of the Trust Account, after payment of all costs related to the Offering, and available for working capital purposes. We incurred $8,050,000 of underwriting fees at the closing of the Offering (up to an additional $14,087,500 of deferred underwriting fees may be paid upon closing of a business combination) and $565,157 of Offering costs.

For the six months ended June 30, 2019, cash used in operating activities was $1,334,647. Net income of $2,884,187 was offset by interest earned on marketable securities held in the Trust Account of $4,325,260. Changes in our operating assets and liabilities provided $106,426 of cash.

For the six months ended June 30, 2018, cash used in operating activities was $857,602. Net income of $1,975,619 was offset by interest earned on marketable securities held in the Trust Account of $2,880,438. Changes in our operating assets and liabilities provided $47,217 of cash. 

As of June 30, 2019, we had cash and marketable securities held in the Trust Account of $412,052,878. We may withdraw interest to pay our income taxes, if any, and up to $750,000 annually for our working capital needs. In March 2018, our first year of operations, we withdrew $750,000 of interest income from the Trust Account for working capital purposes. In October 2018, our second year of operations, we withdrew a further $750,000 of interest income from the Trust Account for working capital purposes. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account not previously released to us (less taxes payable and deferred underwriting commissions) to complete our initial business combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

We have principally financed our operations from inception using proceeds from the sale of our equity securities to our stockholders prior to the Offering and such amount of proceeds from the Offering that were placed in an account outside of the Trust Account for working capital purposes, interest that has been earned on the funds in the Trust Account released to us for working capital needs, and through loans from our officers, directors and stockholders. In March and May 2019, the Lenders loaned us an aggregate of $950,000. On July 29, 2019, the Lenders loaned us an additional $550,000. The loans are unsecured, non-interest bearing and are payable at the consummation of a business combination. Upon consummation of a business combination, the principal balance of the notes may be converted, at the holders’ option, to warrants at a price of $1.50 per warrant (subject to compliance with the terms of the Merger Agreement which restricts the Company’s ability to convert such notes to warrants except in certain cases). The terms of the warrants would be identical to the Private Placement Warrants. If the Lenders convert the entire principal balance of the convertible promissory notes, they would receive warrants to purchase an aggregate of 1,000,000 shares of common stock. If a business combination is not consummated, the notes will not be repaid by us and all amounts owed thereunder by us will be forgiven except to the extent that we have funds available to us outside of the Trust Account.

If our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsors, officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Off-balance sheet financing arrangements

We did not have any off-balance sheet arrangements as of June 30, 2019.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay two affiliates of our executive officers an aggregate monthly fee of $20,000 for office space and office and secretarial support provided to the Company. We began incurring these fees on August 15, 2017 and will continue to incur these fees monthly until the earlier of the completion of a business combination and the Company’s liquidation.

Critical Accounting Policies

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common stock subject to redemption

We account for our common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock contains certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed consolidated balance sheets.

Net income (loss) per share

We apply the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Following the consummation of the Offering, the net proceeds of the Offering, including amounts in the Trust Account, may be invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2019, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

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

PART II - OTHER INFORMATION

Item 5. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

In May 2017, we issued to our Sponsors an aggregate of 10,062,500 founder shares in exchange for a capital contribution of $25,000, or approximately $0.0025 per share. The foregoing issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Our Sponsors then transferred 50,000 founder shares to each of our independent directors in June 2017 and transferred an aggregate of 32,500 founder shares to certain other persons associated with them in August 2017, in each case at the same per-share purchase price paid by our Sponsors.

On August 21, 2017, we consummated the Offering of 40,250,000 units, including 5,250,000 units that were subject to the underwriters’ over-allotment option. Each unit consists of one share of common stock and one third of one redeemable warrant (“Warrant”), each whole Warrant to purchase one share of common stock at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $402,500,000. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as joint book-running managers of the Offering. The securities in the Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333- 219146). The Securities and Exchange Commission declared the registration statement effective on August 15, 2017.

Simultaneous with the consummation of the Offering, we consummated the private placement of 6,533,333 Private Placement Warrants to our Sponsors and directors at a price of $1.50 per Private Placement Warrant, generating total proceeds of $9,800,000. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the Warrants included in the units sold in the Offering except that the Private Placement Warrants are exercisable on a cashless basis and, if we call the Warrants for redemption, the Private Placement Warrants will not be redeemable by us so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants have agreed that the Private Placement Warrants will not be sold or transferred by them (except in limited situations) until 30 days after we have completed an initial business combination.

Of the gross proceeds received from the Offering and private placement of Private Placement Warrants, $402,500,000 was placed in a Trust Account.

We incurred a total of $22,137,500 in underwriting discounts and commissions and $565,157 for other costs and expenses related to our formation and the Offering.

For a description of the use of the proceeds generated in our Offering, see our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 4, 2019.

Item 6. Exhibits

SIGNATURES

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

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