PART I - FINANCIAL INFORMATION Financial Statements This section presents the unaudited condensed consolidated financial statements for Thunder Bridge Acquisition, Ltd. as of June 30, 2019, including balance sheets, statements of operations, changes in shareholders' equity, and cash flows, with notes on accounting and the proposed Repay business combination Condensed Consolidated Balance Sheets As of June 30, 2019, total assets were $266.5 million, primarily $266.4 million in trust account cash and marketable securities, with $11.9 million in liabilities and $5.0 million in shareholders' equity Condensed Consolidated Balance Sheet Highlights (as of June 30, 2019) | Balance Sheet Item | June 30, 2019 (Unaudited) ($) | December 31, 2018 ($) | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $4,005 | $108,818 | | Cash and marketable securities held in Trust Account | $266,436,421 | $263,254,659 | | Total Assets | $266,494,276 | $263,494,089 | | Liabilities & Equity | | | | Total Liabilities | $11,931,622 | $10,010,747 | | Ordinary shares subject to possible redemption | $249,562,653 | $248,483,332 | | Total Shareholders' Equity | $5,000,001 | $5,000,010 | Condensed Consolidated Statements of Operations For the six months ended June 30, 2019, the company reported $1.1 million net income, driven by $1.8 million interest income and $1.4 million unrealized gains, offsetting $2.1 million operating expenses Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2019 ($) | Six Months Ended June 30, 2019 ($) | Six Months Ended June 30, 2018 ($) | | :--- | :--- | :--- | :--- | | Loss from operations | $(1,098,216) | $(2,102,450) | $(40,699) | | Interest income | $1,570,916 | $1,772,169 | $6,369 | | Unrealized gains on marketable securities | $89,000 | $1,409,593 | $29,682 | | Net income (loss) | $561,700 | $1,079,312 | $(4,648) | Condensed Consolidated Statement of Changes in Shareholders' Equity For the six months ended June 30, 2019, total shareholders' equity remained stable at $5.0 million, with $1.1 million net income offset by reclassification to ordinary shares subject to redemption - Shareholders' equity remained flat at approximately $5.0 million from December 31, 2018, to June 30, 2019, with net income of $1.1 million offset by a change in the value of ordinary shares subject to possible redemption15 Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2019, net cash used in operating activities was $666,679, offset by $561,866 from financing, resulting in a $104,813 net decrease in cash and a period-end balance of $4,005 Cash Flow Summary for the Six Months Ended June 30, 2019 | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | $(666,679) | | Net cash used in investing activities | $0 | | Net cash provided by financing activities | $561,866 | | Net change in cash and cash equivalents | $(104,813) | | Cash and cash equivalents at end of period | $4,005 | Notes to Condensed Consolidated Financial Statements The notes detail the company's SPAC formation, public offering, accounting policies, and the proposed Repay merger, including consideration, PIPE financing, and warrant amendments - The company is a Cayman Islands exempted company formed to effect a business combination and has until December 21, 2019, to do so2031 - On January 21, 2019, the Company entered into a Merger Agreement with Hawk Parent Holdings, LLC ("Repay") for a business combination, after which the company will be renamed "Repay Holdings Corporation"86 - The merger consideration for Repay is $580.65 million, subject to adjustments, to be paid in a mix of cash and Post-Merger Repay Units87 - To support the transaction, the company secured a $135 million PIPE (Private Investment in Public Equity) financing at $10.00 per share103 - The company is proposing a Warrant Amendment where each warrant will become exercisable for one-quarter of a share, and holders will receive $1.50 in cash per warrant, requiring approval from 65% of public warrant holders111114 Management's Discussion and Analysis of Financial Condition and Results of Operations This section details the company's status as a blank check company, the proposed Repay merger, including agreement terms, PIPE financing, and warrant amendments, and highlights a $2.2 million working capital deficit and reliance on Sponsor loans, raising going concern doubts - The company is a blank check company with the primary purpose of effecting a business combination, focusing on the pending merger with Repay121124 - As of June 30, 2019, the company had only $4,005 in cash available for operations and a working capital deficit of $2.2 million153155 - The company has borrowed $561,866 from its Sponsor under a promissory note to fund working capital deficiencies and transaction costs, raising substantial doubt about its ability to continue as a going concern without completing the business combination154155 - The company has no off-balance sheet arrangements, and its primary contractual obligation is a deferred underwriting commission of $9.7 million, payable upon completion of a business combination156159 Quantitative and Qualitative Disclosures About Market Risk The company has not engaged in hedging activities and expects minimal market risk, as Trust Account funds are invested in short-term U.S. government treasury bills or money market funds, with no material interest rate exposure - The company's exposure to market risk is minimal, with Public Offering proceeds held in the Trust Account invested in U.S. government treasury bills with maturities of 180 days or less or in money market funds173 Controls and Procedures Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2019, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective175 - There were no changes in the company's internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls176 PART II - OTHER INFORMATION Legal Proceedings The company reports no legal proceedings to disclose - The company has no legal proceedings to report178 Risk Factors No material changes to risk factors from the 2018 Annual Report on Form 10-K have occurred, with additional business combination risks disclosed in the Form S-4 registration statement - No material changes to risk factors from the Annual Report on Form 10-K for fiscal year 2018 have occurred, and additional risks related to the business combination are disclosed in the Form S-4 registration statement179 Unregistered Sales of Equity Securities and Use of Proceeds This section details the use of $260.6 million Public Offering proceeds placed in the Trust Account and the planned $135 million PIPE Investment of Class A ordinary shares at $10.00 per share for the business combination - From its Public Offering and Private Placement, the company placed $260.6 million into the Trust Account, with cash held outside the Trust Account at $4,005 as of June 30, 2019184 - On May 9, 2019, the company entered into subscription agreements for a PIPE Investment to sell $135 million of Class A ordinary shares at $10.00 per share, contingent on the closing of the business combination185 Defaults Upon Senior Securities The company reports no defaults upon senior securities - None188 Mine Safety Disclosures This item is not applicable to the company - Not Applicable189 Other Information The company reports no other information - None189 Exhibits This section lists exhibits filed with the Quarterly Report, including amendments to the Merger Agreement, Sponsor Letter Agreement, and officer certifications - Exhibits filed include the Third Amendment to the Agreement and Plan of Merger, the Second Amendment to the Sponsor Letter Agreement, and various officer certifications191
Repay (RPAY) - 2019 Q2 - Quarterly Report