UWM (UWMC) - 2020 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION This section provides the unaudited interim financial statements and related disclosures for Gores Holdings IV, Inc Financial Statements 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 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 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 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] - 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] Statement of Cash Flows 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 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][22] - 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][49] - 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][53] - The Sponsor purchased 5,250,000 Private Placement Warrants for $10.5 million and holds Founder Shares representing 20% of outstanding common stock[56][54] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - 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] 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] Quantitative and Qualitative Disclosures About Market Risk 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] - As of June 30, 2020, the Trust Account held $426,051,648 in money market funds[96] - The company has not engaged in any hedging activities and does not expect to[97] Controls and Procedures 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] - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2020[101] PART II—OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, unregistered sales of equity, and other disclosures Legal Proceedings The company reports that there are no legal proceedings - The company has no legal proceedings to report[102] Risk Factors 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] - Potential pandemic-related disruptions include restricted travel, inability to conduct meetings, and challenges in securing financing for a transaction[104][105] Unregistered Sales of Equity Securities and Use of Proceeds 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][108] - From the IPO and private warrant sale, total net proceeds were $426,055,000, with $425,000,000 deposited into the Trust Account[112] - 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] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[116] Mine Safety Disclosures This section is not applicable to the company - Not Applicable[116] Other Information The company reports no other information - None[118] Exhibits 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][121]