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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Acamar Partners Acquisition Corp.    ACAMU

ACAMAR PARTNERS ACQUISITION CORP.

(ACAMU)
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ACAMAR PARTNERS ACQUISITION : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

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08/13/2019 | 04:48pm EDT

References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Acamar Partners Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, references to the "Sponsor" refer to Acamar Partners Sponsor I LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.



Overview


We are a blank check company formed under the laws of the State of Delaware on November 7, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more target businesses. We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a Business Combination:

· may significantly dilute the equity interest of investors, which dilution would

   increase if the anti-dilution provisions in the Class B common stock resulted
   in the issuance of Class A shares on a greater than one-to-one basis upon
   conversion of the Class B common stock;



· may subordinate the rights of holders of common stock if preferred stock is

   issued with rights senior to those afforded our common stock;



· could cause a change of control if a substantial number of shares of our common

   stock are issued, which may affect, among other things, our ability to use our
   net operating loss carry forwards, if any, and could result in the resignation
   or removal of our present officers and directors;



· may have the effect of delaying or preventing a change of control of us by

   diluting the stock ownership or voting rights of a person seeking to obtain
   control of us; and



· may adversely affect prevailing market prices for our Class A common stock

   and/or warrants.



Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

· default and foreclosure on our assets if our operating revenues after an

   initial business combination are insufficient to repay our debt obligations;



· acceleration of our obligations to repay the indebtedness even if we make all

   principal and interest payments when due if we breach certain covenants that
   require the maintenance of certain financial ratios or reserves without a
   waiver or renegotiation of that covenant;



· our immediate payment of all principal and accrued interest, if any, if the

   debt is payable on demand;




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· our inability to obtain necessary additional financing if the debt contains

   covenants restricting our ability to obtain such financing while the debt is
   outstanding;



· our inability to pay dividends on our common stock;

· using a substantial portion of our cash flow to pay principal and interest on

   our debt, which will reduce the funds available for dividends on our common
   stock if declared, expenses, capital expenditures, acquisitions and other
   general corporate purposes;



· limitations on our flexibility in planning for and reacting to changes in our

   business and in the industry in which we operate;



· increased vulnerability to adverse changes in general economic, industry and

   competitive conditions and adverse changes in government regulation; and



· limitations on our ability to borrow additional amounts for expenses, capital

expenditures, acquisitions, debt service requirements, execution of our

strategy and other purposes and other disadvantages compared to our competitors

   who have less debt.



We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.



Results of Operations


We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to June 30, 2019 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the three months ended June 30, 2019, we had net income of $1,167,827, which consisted of interest income on marketable securities held in the Trust Account of $1,808,625, offset by operating costs of $271,121 and a provision for income taxes of $369,677.

For the six months ended June 30, 2019, we had net income of $1,573,992, which consisted of interest income on marketable securities held in the Trust Account of $2,460,117, offset by operating costs of $390,221 and a provision for income taxes of $495,904.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, the Company's only source of liquidity was an initial purchase of Class B common stock by the Sponsor and loans from our Sponsor.

On February 26, 2019, we consummated the Initial Public Offering of 30,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,000,000 Private Placement Warrants to the Sponsor at a price of $1.50 per unit, generating gross proceeds of $9,000,000.

On April 9, 2019, in connection with the underwriters' election to partially exercise of their option to purchase additional Units, we consummated the sale of an additional 557,322 Units and the sale of an additional 74,310 Private Placement Warrants, generating total gross proceeds of $5,684,685.

Following the Initial Public Offering, the exercise of the option to purchase additional Units and the sale of the Private Placement Warrants, a total of $305,573,220 was placed in the Trust Account. We incurred $17,437,018 in transaction costs, including $6,111,465 of underwriting fees, $10,695,063 of deferred underwriting fees and $630,490 of other costs, inclusive of $111,465 in cash underwriting fees and $195,063 of additional deferred underwriting fees incurred upon the underwriters' election to partially exercise their option to purchase additional Units on April 9, 2019.

For the six months ended June 30, 2019, cash used in operating activities was $1,065,556, resulting primarily from net income of $1,573,992 and interest earned on marketable securities held in the Trust Account of $2,460,117. Changes in operating assets and liabilities used $179,431 of cash from operating activities.



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As of June 30, 2019, we had cash and marketable securities held in the Trust Account of $307,403,515. Interest income on the balance in the Trust Account may be used by us to pay taxes. During the six months ended June 30, 2019, we have withdrawn $629,822 of interest earned on the Trust Account to pay for our income tax obligations. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and less deferred underwriting commissions) to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our 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.

As of June 30, 2019, we had $1,956,026 of cash held outside of the Trust Account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes. A portion of these funds will also be used to pay our obligations pursuant to the administrative services agreement described below.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a 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. Up to $2,000,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a 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 Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2019. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.



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 an affiliate of the Sponsor a monthly fee of $37,000 for office space, administrative support and salaries to be paid to employees of such affiliate for due diligence and related services in connection with the Company's search for a target company (although no salaries or fees will be paid from the monthly fee to members of the Company's management team). We began incurring these fees on February 21, 2019 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company's liquidation.




Critical Accounting Policies



The preparation of 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 financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.

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 financial statements.

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© Edgar Online, source Glimpses

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Financials (USD)
Sales 2019 - - -
Net income 2019 3,48 M - -
Net cash 2019 1,60 M - -
P/E ratio 2019 -
Yield 2019 -
Capitalization 396 M 396 M -
EV / Sales 2018 -
EV / Sales 2019 -
Nbr of Employees -
Free-Float 80,0%
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Managers
NameTitle
Luis Ignacio Solorzano Aizpuru Chief Executive Officer & Director
Roberto Raffaele Vitale President
Juan Carlos Torres Carretero Chairman
Juan Duarte Hinterholzer Chief Operating Officer
Joseba Asier Picaza Ucar Chief Financial Officer & Secretary
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