UWM (UWMC)
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UWM (UWMC) - 2020 Q3 - Quarterly Report
2020-11-05 21:42
Financing and Capital Structure - The Company raised an aggregate of $425,000,000 from its Public Offering and $10,500,000 from the sale of Private Placement Warrants to finance a Business Combination[30]. - The Company sold 42,500,000 units at a price of $10.00 per unit on January 28, 2020, generating gross proceeds of $425,000,000[65]. - The Company is committed to pay a deferred underwriting discount totaling $14,875,000 or 3.50% of the gross offering proceeds upon consummation of a Business Combination[79]. - The Company authorized the issuance of 220,000,000 shares of common stock, including 200,000,000 shares of Class A Common Stock[87]. - The Sponsor purchased 11,500,000 Founder Shares for an aggregate purchase price of $25,000, approximately $0.002 per share[68]. Trust Account and Assets - As of September 30, 2020, the Trust Account held $425,323,144, which is intended for a Business Combination and consisted of money market funds[58]. - The Company has $425,323,144 in money market funds held in its Trust Account as of September 30, 2020[84]. - The investment securities in the Trust Account consist entirely of money market funds, amounting to $425,323,144[131]. - As of September 30, 2020, the Trust Account held $425,323,144, which includes accrued interest and dividends, for the purpose of consummating the Business Combination[131]. - The effective annualized rate of return generated by the investments in the Trust Account was approximately 0.03% as of September 30, 2020[131]. Business Combination and Operations - The Company has 24 months from the IPO Closing Date to complete the Business Combination, or it will cease operations and redeem public shares[38]. - The Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the Trust Account[34]. - If the Company does not complete its Business Combination by January 28, 2022, it will redeem 100% of the common stock sold in the Public Offering[62]. - The Company will not redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001[51]. Financial Performance and Liabilities - The net loss per Class A Common Stock for the three months ended September 30, 2020, was $(0.10)[45]. - As of September 30, 2020, the Company had current liabilities of $4,502,000 and working capital of ($4,028,767) largely due to amounts owed to professionals and consultants[64]. - The Company incurred offering costs totaling $24,185,743, including $23,375,000 in underwriter's fees, which were charged to stockholders' equity[48]. Tax and Administrative Matters - The effective tax rate for the Company is estimated to be 21%[80]. - The Company has evaluated tax positions and concluded there was no impact related to uncertain tax positions for the period ended September 30, 2020[83]. - The Company has entered into an administrative services agreement to pay $20,000 a month for office space and support services[77]. Risk Management - The Company has not experienced losses on cash accounts that may exceed the Federal depository insurance coverage of $250,000[46]. - The company has not engaged in any hedging activities during the nine months ended September 30, 2020[132]. - There are no expectations for the company to engage in hedging activities regarding market risk exposure[132]. Shareholder Rights and Adjustments - The Company has waived rights to a conversion price adjustment with respect to any shares of common stock held in connection with the Proposed Business Combination[41].
UWM (UWMC) - 2020 Q2 - Quarterly Report
2020-08-07 20:11
[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This section provides the unaudited interim financial statements and related disclosures for Gores Holdings IV, Inc [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited interim financial statements for Gores Holdings IV, Inc. as of June 30, 2020, reflecting initial capitalization, trust account funding, and minimal operating activity post-IPO [Balance Sheets](index=3&type=section&id=Balance%20Sheets) The balance sheet as of June 30, 2020, reflects a significant asset increase to **$426.9 million** due to IPO proceeds in the Trust Account, with **$406.8 million** of Class A common stock classified as temporary equity Balance Sheet Comparison (Unaudited) | Financial Metric | June 30, 2020 (USD) | December 31, 2019 (USD) | | :--- | :--- | :--- | | **Total Assets** | **$426,922,501** | **$412,494** | | Cash and cash equivalents | $541,719 | $1,120 | | Investments and cash held in Trust Account | $426,051,648 | $— | | **Total Liabilities** | **$15,153,978** | **$426,496** | | Deferred underwriting compensation | $14,875,000 | $— | | Class A subject to possible redemption | $406,768,520 | $— | | **Total Stockholders' Equity** | **$5,000,003** | **($14,002)** | [Statements of Operations](index=4&type=section&id=Statements%20of%20Operations) For the six months ended June 30, 2020, the company reported a net income of **$468,268**, primarily from **$1.05 million** in Trust Account interest and dividend income, resulting in **$0.02** net income per Class A share Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2020 (USD) | Six Months Ended June 30, 2020 (USD) | | :--- | :--- | :--- | | Net loss from operations | ($234,825) | ($471,025) | | Interest and dividend income | $173,361 | $1,053,401 | | **Net Income/(Loss)** | **($48,557)** | **$468,268** | | Net income/(loss) per Class A share | ($0.00) | $0.02 | [Statement of Changes in Stockholders' Equity](index=5&type=section&id=Statement%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity increased from a **$14,002** deficit to a positive **$5.0 million** by June 30, 2020, driven by IPO and private placement proceeds, offset by offering costs and reclassification of redeemable stock - The company's equity position shifted from a deficit of **($14,002)** on January 1, 2020, to a positive equity of **$5,000,003** on June 30, 2020[16](index=16&type=chunk) - Key activities impacting equity include: **$425 million** proceeds from the IPO, **$10.5 million** from private placement warrants, offset by **$8.5 million** in underwriter discounts and **$14.9 million** in deferred underwriting compensation[16](index=16&type=chunk) [Statement of Cash Flows](index=6&type=section&id=Statement%20of%20Cash%20Flows) For the six months ended June 30, 2020, net cash was primarily generated from **$426.5 million** in financing activities, largely used for **$426.1 million** in Trust Account investments, with **$141,616** from operating activities Cash Flow Summary for Six Months Ended June 30, 2020 (Unaudited) | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash provided by operating activities | $141,616 | | Net cash used in investing activities | ($426,051,648) | | Net cash provided by financing activities | $426,450,631 | | **Increase in cash** | **$540,599** | | Cash at end of period | $541,719 | [Notes to Interim Financial Statements](index=7&type=section&id=Notes%20to%20Interim%20Financial%20Statements) The notes provide critical context, detailing the company's nature as a SPAC with a 24-month Business Combination deadline from its January 28, 2020 IPO, including Trust Account terms, related-party transactions, and accounting policies - The company is a SPAC formed to effect a Business Combination and completed its IPO on January 28, 2020[21](index=21&type=chunk)[22](index=22&type=chunk) - The company has 24 months from the IPO closing date (until January 28, 2022) to complete a Business Combination, or it will be required to liquidate and return funds from the Trust Account to public shareholders[30](index=30&type=chunk)[49](index=49&type=chunk) - The IPO of **42,500,000 units** at **$10.00 per unit** generated gross proceeds of **$425 million**, which was placed in a Trust Account[23](index=23&type=chunk)[53](index=53&type=chunk) - The Sponsor purchased **5,250,000 Private Placement Warrants** for **$10.5 million** and holds Founder Shares representing **20%** of outstanding common stock[56](index=56&type=chunk)[54](index=54&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check entity with no operations, reporting **$468,268** net income from Trust Account interest, and highlights **$426.1 million** in the Trust Account and **$541,719** in cash for working capital until the January 28, 2022, business combination deadline - The company is a blank check company formed to effect a Business Combination and has not yet identified a target[78](index=78&type=chunk) - For the six months ended June 30, 2020, the company reported net income of **$468,268**, primarily from interest earned on the Trust Account[81](index=81&type=chunk) Liquidity Position as of June 30, 2020 | Category | Amount (USD) | | :--- | :--- | | Cash held outside of Trust Account | $541,719 | | Funds held in Trust Account | ~$426.1 million | | Working Capital | $583,665 | - The IPO and private placement of warrants generated net proceeds of **$426,055,000**, of which **$425,000,000** was placed in the Trust Account[85](index=85&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=18&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure is limited to interest rate risk on **$426.1 million** in Trust Account investments, primarily money market funds with an approximate **0.05%** annualized return, and no hedging activities are undertaken - The primary market risk is interest rate fluctuations affecting the income generated from the Trust Account[96](index=96&type=chunk) - As of June 30, 2020, the Trust Account held **$426,051,648** in money market funds[96](index=96&type=chunk) - The company has not engaged in any hedging activities and does not expect to[97](index=97&type=chunk) [Controls and Procedures](index=18&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2020, the CEO and CFO concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the most recent fiscal quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2020[99](index=99&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2020[101](index=101&type=chunk) [PART II—OTHER INFORMATION](index=20&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, unregistered sales of equity, and other disclosures [Legal Proceedings](index=20&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - The company has no legal proceedings to report[102](index=102&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) This section highlights significant risks from the COVID-19 pandemic, which could adversely affect the company's ability to complete a business combination, with no other material changes to previously disclosed risk factors - The COVID-19 pandemic is identified as a significant risk that could materially and adversely affect the company's ability to complete a business combination[104](index=104&type=chunk) - Potential pandemic-related disruptions include restricted travel, inability to conduct meetings, and challenges in securing financing for a transaction[104](index=104&type=chunk)[105](index=105&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=20&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The report details unregistered sales of Founder Shares and Private Placement Warrants to the Sponsor, confirming **$425 million** of the **$426.1 million** net IPO proceeds were placed into the Trust Account, with remaining funds for working capital - The Sponsor purchased **11,500,000 Founder Shares** for **$25,000** and **5,250,000 Private Placement Warrants** for **$10.5 million** in unregistered transactions[107](index=107&type=chunk)[108](index=108&type=chunk) - From the IPO and private warrant sale, total net proceeds were **$426,055,000**, with **$425,000,000** deposited into the Trust Account[112](index=112&type=chunk) - As of June 30, 2020, approximately **$426.1 million** was held in the Trust Account, and the company had about **$541,719** of unrestricted cash[115](index=115&type=chunk) [Defaults Upon Senior Securities](index=21&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[116](index=116&type=chunk) [Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not Applicable[116](index=116&type=chunk) [Other Information](index=22&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[118](index=118&type=chunk) [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including key corporate governance documents and officer certifications required under the Sarbanes-Oxley Act - The report includes a list of filed exhibits, such as key corporate governance documents and officer certifications[120](index=120&type=chunk)[121](index=121&type=chunk)
UWM (UWMC) - 2020 Q1 - Quarterly Report
2020-05-14 20:01
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 quarterly period ended March 31, 2020 OR None ☐ 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: 001‑39189 GORES HOLDINGS IV, INC. (Exact name of registrant as specified in its Charter) (State or other jurisdiction of (I.R. ...
UWM (UWMC) - 2019 Q4 - Annual Report
2020-03-27 20:57
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission File Number: 001-39189 GORES HOLDINGS IV, INC (Exact name of registrant as specified in its Charter) | Delaware | 84-2124167 | | | --- | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | | incorporation or organization) | Identification No.) | | | 9800 Wilsh ...