Stryve Foods(SNAX) - 2019 Q1 - Quarterly Report

Part I. Financial Information Financial Statements Andina Acquisition Corp. III reported $109.1 million in total assets and $308,767 net income for Q1 2019, primarily from IPO proceeds and trust account interest Condensed Balance Sheets The balance sheet shows a significant increase in total assets to $109.1 million and shareholders' equity to $5 million as of March 31, 2019, following the IPO Condensed Balance Sheet Highlights (as of March 31, 2019) | Account | March 31, 2019 (Unaudited) ($) | December 31, 2018 (Audited) ($) | | :--- | :--- | :--- | | Total Assets | 109,080,282 | 156,276 | | Cash | 526,236 | — | | Marketable securities held in Trust Account | 108,413,905 | — | | Total Liabilities | 29,963 | 160,273 | | Ordinary shares subject to possible redemption | 104,050,316 | — | | Total Shareholders' Equity | 5,000,003 | (3,997) | - The significant increase in assets and shareholders' equity is primarily due to the consummation of the Initial Public Offering in January 2019[23][26] Condensed Statements of Operations The statement of operations reflects a net income of $308,767 for Q1 2019, primarily from interest income on trust account investments Condensed Statement of Operations (Three Months Ended March 31) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Operating costs | 105,138 | 1,797 | | Loss from operations | (105,138) | (1,797) | | Interest income | 413,855 | — | | Net income (loss) | 308,767 | (1,797) | - The company's net income in Q1 2019 was entirely driven by interest earned on the funds held in the Trust Account following the IPO[12] Condensed Statements of Changes in Shareholders' Equity Shareholders' equity increased to $5 million by March 31, 2019, driven by IPO and private placement proceeds, offset by reclassification of redeemable shares - Shareholders' equity increased from a deficit of $3,997 to $5,000,003 by March 31, 2019, driven by the sale of Units in the IPO and Private Placement, offset by the reclassification of shares subject to possible redemption to temporary equity[15] Condensed Statements of Cash Flows Cash flows were dominated by $108.8 million in financing activities from the IPO and private placements, with $108 million invested in the trust account Condensed Statement of Cash Flows (Three Months Ended March 31, 2019) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (225,391) | | Net cash used in investing activities | (108,000,000) | | Net cash provided by financing activities | 108,751,627 | | Net Change in Cash | 526,236 | - Financing activities provided $108.8 million in cash, primarily from the IPO ($105.3 million) and private unit sales ($3.95 million). Investing activities consisted of placing $108 million into the Trust Account[18] Notes to Unaudited Condensed Financial Statements Notes detail the company's formation as a blank check entity, its January 2019 IPO raising $108 million, and a $3.95 million private placement, with proceeds held in a trust account - The Company is a blank check company formed to effect a business combination, with a deadline of July 31, 2020, to consummate a transaction or face liquidation[21][32] - On January 31, 2019, the Company completed its Initial Public Offering of 10,800,000 units at $10.00 per unit, generating gross proceeds of $108,000,000[23] - Simultaneously with the IPO, the company sold 395,000 Private Units at $10.00 per unit, generating gross proceeds of $3,950,000[24] - Following the IPO, $108,000,000 of the net proceeds were placed in a Trust Account invested in U.S. government securities[26] Management's Discussion and Analysis of Financial Condition and Results of Operations As a blank check company, activities through Q1 2019 were limited to IPO and organization, resulting in $308,767 net income from trust account interest - The company's sole activities to date have been organizational and preparing for its IPO, with no operational revenues generated[84] Q1 2019 Financial Results Summary | Metric | Amount ($) | | :--- | :--- | | Net Income | 308,767 | | Interest Income (Trust Account) | 413,855 | | Operating Costs | 105,138 | - Following the IPO, $108 million was placed in the Trust Account, and approximately $715,000 was available for working capital[88] - The company does not believe it will need to raise additional funds for its operations prior to an initial Business Combination[95] Quantitative and Qualitative Disclosures Regarding Market Risk The company's minimal market risk stems from investing offering proceeds in short-term U.S. government securities, limiting interest rate exposure - The company's funds are invested in short-term U.S. government securities or money market funds, leading to the belief that there is no material exposure to interest rate risk[102] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2019, with no material changes to internal controls during the quarter - Based on an evaluation as of March 31, 2019, the company's principal executive and financial officers concluded that disclosure controls and procedures were effective[104] - No material changes to the company's internal control over financial reporting occurred during the first quarter of 2019[105] Part II. Other Information Unregistered Sales of Equity Securities and Use of Proceeds Details unregistered sales including 2.875 million founder shares for $25,000 in 2016 and a $3.95 million private placement of 395,000 units in January 2019 - In 2016, 2,875,000 founder shares were issued to initial shareholders for an aggregate price of $25,000[107] - On January 31, 2019, the company sold 395,000 Private Units at $10.00 per unit in a private placement, raising $3,950,000[109] Exhibits Lists exhibits filed with the Form 10-Q, including CEO and CFO certifications required by the Sarbanes-Oxley Act and XBRL data files - The report includes certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[113] Part III. Signatures Signatures The Form 10-Q was signed on May 14, 2019, by the Chief Executive Officer and Chief Financial Officer - The Form 10-Q was signed on May 14, 2019, by the company's Chief Executive Officer and Chief Financial Officer[117]