Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 06, 2018 | |
Entity Registrant Name | Federal Street Acquisition Corp. | |
Entity Central Index Key | 1,701,821 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 46,000,000 | |
Class F Common Stock | ||
Entity Common Stock, Shares Outstanding | 11,500,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 3,189,429 | $ 4,440,816 |
Prepaid expenses and other current assets | 122,918 | 274,289 |
Total Current Assets | 3,312,347 | 4,715,105 |
Deferred taxes | 1,721,534 | 4,671 |
Marketable securities held in Trust Account | 466,238,280 | 461,549,163 |
Total Assets | 471,272,161 | 466,268,939 |
Current liabilities | ||
Accounts payable and accrued expenses | 9,161,488 | 186,126 |
Income taxes payable | 525,648 | |
Total Current Liabilities | 9,687,136 | 186,126 |
Deferred underwriting fees | 16,100,000 | 16,100,000 |
Total Liabilities | 25,787,136 | 16,286,126 |
Commitments (Note 5) | ||
Common stock subject to possible redemption, 43,513,414 and 44,348,925 shares at redemption value at September 30, 2018 and December 31, 2017, respectively | 440,485,024 | 444,982,812 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | ||
Additional paid-in capital | 8,355,747 | 3,858,043 |
Retained earnings/(Accumulated deficit) | (3,357,145) | 1,140,643 |
Total Stockholders' Equity | 5,000,001 | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 471,272,161 | 466,268,939 |
Class A Common Stock | ||
Stockholders' Equity | ||
Common stock | 249 | 165 |
Class F Common Stock | ||
Stockholders' Equity | ||
Common stock | $ 1,150 | $ 1,150 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Shares subject to redemption | 43,513,414 | 44,348,925 | 44,341,965 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 2,486,586 | 1,651,075 | |
Common stock, shares outstanding | 2,486,586 | 1,651,075 | |
Class F Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 11,500,000 | 11,500,000 | |
Common stock, shares outstanding | 11,500,000 | 11,500,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | ||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Operating costs | $ 6,978,857 | $ 145,792 | $ 147,478 | $ 11,316,318 | |
Loss from operations | (6,978,857) | (145,792) | (147,478) | (11,316,318) | |
Other income: | |||||
Interest income | 2,232,693 | 976,806 | 976,806 | 5,702,227 | |
Unrealized gain (loss) on marketable securities held in Trust Account | (101,249) | 93,019 | 93,019 | (11,821) | |
Other income, net | 2,131,444 | 1,069,825 | 1,069,825 | 5,690,406 | |
Income (loss) before provision for income taxes | (4,847,413) | 924,033 | 922,347 | (5,625,912) | |
(Provision) benefit for income taxes | 994,675 | (313,598) | (313,598) | 1,128,124 | |
Net income (loss) | $ (3,852,738) | $ 610,435 | $ 608,749 | $ (4,497,788) | |
Weighted average shares outstanding, basic and diluted | [1] | 13,406,386 | 12,303,095 | 11,190,364 | 13,244,997 |
Basic and diluted net income (loss) per common share | [2] | $ (0.39) | $ 0.05 | $ 0.05 | $ (0.65) |
[1] | September 30, 2018 and 2017 excludes an aggregate of 43,513,414 and 44,341,965 shares subject to possible redemption. | ||||
[2] | Net income (loss) per common share — basic and diluted excludes income attributable to common stock subject to possible redemption of $1,314,381 and $4,122,975 for the three and nine months ended September 30, 2018, respectively, and $0 for the three and nine months ended September 30, 2017 (see Note 3). |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||||
Shares subject to redemption | 43,513,414 | 44,341,965 | 44,341,965 | 43,513,414 | 44,348,925 | |
Net income (loss) per common share - basic and diluted excludes income attributable to common stock subject to possible redemption | $ 0 | $ 1,314,381 | $ 0 | $ 0 | $ 4,122,975 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 608,749 | $ (4,497,788) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (976,806) | (5,702,227) |
Unrealized (gain) loss on marketable securities held in Trust Account | (93,019) | 11,821 |
Deferred taxes | (1,716,863) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (266,250) | 151,371 |
Accounts payable and accrued expenses | 45,410 | 8,975,362 |
Income taxes payable | 313,598 | 525,648 |
Net cash used in operating activities | (368,318) | (2,252,676) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account | 1,001,289 | |
Investment of cash in Trust Account | (460,000,000) | |
Net cash provided by (used in) investing activities | (460,000,000) | 1,001,289 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock to initial stockholder | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 450,800,000 | |
Proceeds from sale of Private Placement Warrants | 14,950,000 | |
Proceeds from promissory note - related party | 250,000 | |
Repayment of promissory note - related party | (250,000) | |
Payment of offering costs | (832,830) | |
Net cash provided by financing activities | 464,942,170 | |
Net Change in Cash and Cash Equivalents | 4,573,852 | (1,251,387) |
Cash and Cash Equivalents - Beginning | 0 | 4,440,816 |
Cash and Cash Equivalents - Ending | 4,573,852 | 3,189,429 |
Non-Cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption | 443,840,480 | |
Change in value of common stock subject to possible redemption | 610,438 | $ (4,497,788) |
Deferred underwriting fees | $ 16,100,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Federal Street Acquisition Corp. (the “Company”), is a blank check company incorporated in Delaware on March 21, 2017. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction, one or more operating businesses (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company is focusing on the healthcare industry. All activity through September 30, 2018 relates to the Company’s formation, the consummation of its initial public offering that occurred on July 24, 2017 of 46,000,000 units (the “Initial Public Offering”), the sale of 14,950,000 warrants (the “Private Placement Warrants”) in a private placement to the Company’s sponsor, FS Sponsor LLC, an affiliate of Thomas H. Lee Partners (the “Sponsor”), the identification and evaluation of prospective candidates for a Business Combination and activities in connection with the proposed initial business combination with UHS Holdco, Inc., a Delaware corporation (“UHS”), as described in Note 6. The Company has until July 24, 2019 to consummate a Business Combination. The Company has four subsidiaries, Agiliti, Inc., a wholly-owned subsidiary of the Company incorporated in Delaware on August 1, 2018 (“Agiliti”), Umpire SPAC Merger Sub, Inc., a wholly-owned subsidiary of Agiliti incorporated in Delaware on August 1, 2018 (“FSAC Merger Sub”), Umpire Equity Merger Sub, Inc., a wholly-owned subsidiary of Agiliti incorporated in Delaware on August 1, 2018 (“Umpire Equity Merger Sub”) and Umpire Cash Merger Sub, Inc., a wholly-owned subsidiary of FSAC Merger Sub incorporated in Delaware on August 1, 2018 (“Umpire Cash Merger Sub”). |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2018 | |
LIQUIDITY AND GOING CONCERN | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN As of September 30, 2018, the Company had $3,189,429 in its operating bank accounts, $466,238,280 in securities held in the trust account (“Trust Account”) to be used for a Business Combination or to repurchase or redeem its shares of Class A common stock in connection therewith and a working capital deficit of $5,793,168, which excludes franchise and income taxes payable in the amount of $581,621 which such amounts will be paid from interest earned on the Trust Account. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Funds held outside the Trust Account are insufficient for the Company’s working capital needs. The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor and/or the Company’s officers and directors. The Sponsor, an affiliate of the Sponsor and/or the Company’s officers and directors may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 23, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The interim results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consist of money market accounts. As of September 30, 2018, cash equivalents amounted to $2,037,326. The Company did not have any cash equivalents as of December 31, 2017. Marketable securities held in Trust Account At September 30, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the nine months ended September 30, 2018, the Company withdrew $1,001,289 of interest income to pay for its franchise taxes and for working capital purposes. Net income (loss) per common share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2018 and 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and Private Placement Warrants (defined in Note 6) to purchase 37,950,000 shares of Class A common stock in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods. Reconciliation of net income (loss) per share The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net income (loss) per common share is calculated as follows: For the Period from March 21, Nine Months 2017 (inception) Ended through Three Months Ended September 30, September 30, September 30, 2018 2017 2018 2017 Net income (loss) $ (3,852,738) $ 610,435 $ (4,497,788) $ 608,749 Less: Income attributable to ordinary shares subject to redemption (1,314,381) — (4,122,975) — Adjusted net income (loss) $ (5,167,119) $ 610,435 $ (8,620,763) $ 608,749 Weighted average shares outstanding, basic and diluted 13,406,386 12,303,095 13,244,997 11,190,364 Basic and diluted net income (loss) per common share $ (0.39) $ 0.05 $ (0.65) $ 0.05 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS Administrative Services Agreement The Company entered into an agreement whereby, commencing from the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination and the Company’s liquidation, the Company will pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. For the three and nine months ended September 30, 2018, the Company incurred $30,000 and $90,000 in fees for these services. For the three months ended September 30, 2017 and for the period from March 21, 2017 (inception) through September 30, 2017, the Company incurred $30,000 in fees for these services. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2018 | |
COMMITMENTS | |
COMMITMENTS | 5. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 18, 2017, the holders of the shares of Class F common stock (the “Founder Shares”), the Private Placement Warrants (and their underlying common stock) and any warrants that may be issued upon conversion of any working capital loans (and their underlying common stock) are entitled to registration rights. The holders of a majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”). However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $16,100,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. |
MERGER AGREEMENT
MERGER AGREEMENT | 9 Months Ended |
Sep. 30, 2018 | |
MERGER AGREEMENT | |
MERGER AGREEMENT | 6. MERGER AGREEMENT On August 13, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to effect an initial business combination, with Agiliti, its subsidiaries (as defined in the Merger Agreement), UHS, IPC/UHS Co-Investment Partners, L.P., a Delaware limited partnership, solely in its capacity as a Majority Stockholder, and IPC/UHS, L.P., a Delaware limited partnership, solely in its capacity as a Majority Stockholder and the Stockholders’ Representative (together with IPC/UHS Co-Investment Partners, L.P., the “Majority Stockholders”). Pursuant to the Merger Agreement and subject to certain closing conditions, a business combination between the Company and UHS (the “UHS Business Combination”) will be effected through a series of mergers (the “Mergers”) and certain contributions. As a result of the Mergers and the contributions, the Company will become a wholly-owned subsidiary of Agiliti, UHS will become a wholly-owned subsidiary of the Company, and Agiliti will become a publicly traded company. The aggregate purchase price for the UHS Business Combination and related transactions implies an initial enterprise value for the combined company of approximately $1.74 billion. The consideration to be paid to holders of equity interests in UHS will be approximately $1.58 billion, subject to certain adjustments contained in the Merger Agreement, including reduction for indebtedness and certain transaction expenses and subject to a working capital adjustment. The purchase price will be paid in a combination of stock and cash consideration. The stock consideration will consist of a number of newly issued shares of Agiliti’s common stock to be distributed to equity holders of UHS approximately equal to $335.0 million divided by $10.00. The amount of stock consideration may be decreased (and cash consideration increased) to the extent of cash available following cash payments required by the Merger Agreement, including payments to any Company public stockholders electing redemption of their Class A common stock. The remainder of the merger consideration will be paid in cash. The Merger Agreement contains representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, formation and authority, (b) authorization to enter into the Merger Agreement, (c) capital structure, (d) consents and approvals, (e) financial statements, (f) liabilities, (g) real estate, (h) litigation, (i) material contracts, (j) taxes, (k) title to assets, (l) absence of changes, (m) environmental matters, (n) employee matters, (o) licenses and permits, (p) compliance with laws, and (q) regulatory matters. On August 13, 2018, concurrently with the entry into the Merger Agreement, the Company and Agiliti entered into subscription agreements with certain institutional investors and with THL Agiliti LLC (“THL Agiliti”) (an affiliate of the Sponsor), pursuant to which the investors have agreed to purchase in the aggregate $250.0 million in shares of Class A common stock of the Company at a purchase price of $10.00 per share on a private placement basis (the “Private Placement”). The shares issued by the Company in the Private Placement will be converted into shares of common stock of Agiliti pursuant to the Mergers. The proceeds from the Private Placement will be used to partially fund the cash consideration to be paid to UHS’ equityholders at closing. In connection with the entry into the Merger Agreement, Umpire Cash Merger Sub has received commitments from JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and KeyBank National Association to provide debt financing for senior secured credit facilities comprised of a $660.0 million delayed draw first lien term loan facility and a $150.0 million first lien revolving credit facility, and Umpire Cash Merger Sub has entered into customary commitment letters in connection therewith. Consummation of the UHS Business Combination is subject to customary and other closing conditions, including regulatory approvals, approval by the Company’s stockholders, and that there be a minimum amount of cash available to pay the cash portion of the merger consideration, repay existing indebtedness and make other required cash payments at closing. There is no guarantee that the closing conditions will be met. More information about the Business Combination is included in the combined definitive proxy statement/prospectus that the Company and Agiliti filed with the Securities and Exchange Commission and that became effective and was mailed to the Company’s stockholders on October 10, 2018. The definitive proxy statement/prospectus contained the notice of special meeting of stockholders of the Company to vote on and adopt the Merger Agreement and to vote on certain related proposals. The special meeting was scheduled for October 30, 2018. On October 30, 2018, the Company convened and then adjourned the special meeting until November 14, 2018, without conducting any business. There is no guarantee that the Company will be able to hold its special meeting on the adjourned day or at all, or that the conditions to the closing of the UHS Business Combination will be satisfied prior to, or following such meeting. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2018 and December 31, 2017, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2018 and December 31, 2017, there were 2,486,586 and 1,651,075 shares of Class A common stock issued and outstanding (excluding 43,513,414 and 44,348,925 shares of common stock subject to possible redemption), respectively. Class F Common Stock — The Company is authorized to issue 20,000,000 shares of Class F common stock with a par value of $0.0001 per share. At September 30, 2018 and December 31, 2017, there were 11,500,000 shares of Class F common stock issued and outstanding. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2018 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in Accounting Standards Codification (“ASC”) 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2018 2017 Assets: Marketable securities held in Trust Account 1 $ 466,238,280 $ |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 23, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The interim results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consist of money market accounts. As of September 30, 2018, cash equivalents amounted to $2,037,326. The Company did not have any cash equivalents as of December 31, 2017. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account At September 30, 2018, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During the nine months ended September 30, 2018, the Company withdrew $1,001,289 of interest income to pay for its franchise taxes and for working capital purposes. |
Net income (loss) per common share | Net income (loss) per common share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at September 30, 2018 and 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and Private Placement Warrants (defined in Note 6) to purchase 37,950,000 shares of Class A common stock in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods. Reconciliation of net income (loss) per share The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net income (loss) per common share is calculated as follows: For the Period from March 21, Nine Months 2017 (inception) Ended through Three Months Ended September 30, September 30, September 30, 2018 2017 2018 2017 Net income (loss) $ (3,852,738) $ 610,435 $ (4,497,788) $ 608,749 Less: Income attributable to ordinary shares subject to redemption (1,314,381) — (4,122,975) — Adjusted net income (loss) $ (5,167,119) $ 610,435 $ (8,620,763) $ 608,749 Weighted average shares outstanding, basic and diluted 13,406,386 12,303,095 13,244,997 11,190,364 Basic and diluted net income (loss) per common share $ (0.39) $ 0.05 $ (0.65) $ 0.05 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of basic and diluted loss per common share | The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted net income (loss) per common share is calculated as follows: For the Period from March 21, Nine Months 2017 (inception) Ended through Three Months Ended September 30, September 30, September 30, 2018 2017 2018 2017 Net income (loss) $ (3,852,738) $ 610,435 $ (4,497,788) $ 608,749 Less: Income attributable to ordinary shares subject to redemption (1,314,381) — (4,122,975) — Adjusted net income (loss) $ (5,167,119) $ 610,435 $ (8,620,763) $ 608,749 Weighted average shares outstanding, basic and diluted 13,406,386 12,303,095 13,244,997 11,190,364 Basic and diluted net income (loss) per common share $ (0.39) $ 0.05 $ (0.65) $ 0.05 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets that are measured on a recurring basis | September 30, December 31, Description Level 2018 2017 Assets: Marketable securities held in Trust Account 1 $ 466,238,280 $ |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Jul. 24, 2017shares | Sep. 30, 2018subsidiaryshares |
Number of subsidiaries | subsidiary | 4 | |
Class A Common Stock | IPO | ||
Common stock issued to initial stockholder (in shares) | 46,000,000 | |
Class A Common Stock | Over-allotment option | ||
Common stock issued to initial stockholder (in shares) | 14,950,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
LIQUIDITY AND GOING CONCERN | ||
Cash in operating bank accounts | $ 3,189,429 | |
Marketable securities held in Trust Account | 466,238,280 | $ 461,549,163 |
Working capital deficit | 5,793,168 | |
Franchise and income taxes payable | $ 581,621 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Cash and cash equivalents | |
Cash equivalents | $ 2,037,326 |
Marketable securities held in Trust Account | |
Withdrew of interest income | $ 1,001,289 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net income (loss) per common share (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
Class A Common Stock | IPO and Private Placement Warrants | |
Net loss per common share | |
Issuable shares of warrants excluded from computation of diluted EPS | 37,950,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of net income (loss) per share (Details) - USD ($) | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | |
Reconciliation of net income (loss) per share | |||||||
Net income (loss) | $ (3,852,738) | $ 610,435 | $ 608,749 | $ (4,497,788) | |||
Less: Income attributable to ordinary shares subject to redemption | $ 0 | (1,314,381) | 0 | $ 0 | (4,122,975) | ||
Adjusted net income (loss) | $ (5,167,119) | $ 610,435 | $ 608,749 | $ (8,620,763) | |||
Weighted average shares outstanding, basic and diluted | [1] | 13,406,386 | 12,303,095 | 11,190,364 | 13,244,997 | ||
Basic and diluted net income (loss) per common share | [2] | $ (0.39) | $ 0.05 | $ 0.05 | $ (0.65) | ||
[1] | September 30, 2018 and 2017 excludes an aggregate of 43,513,414 and 44,341,965 shares subject to possible redemption. | ||||||
[2] | Net income (loss) per common share — basic and diluted excludes income attributable to common stock subject to possible redemption of $1,314,381 and $4,122,975 for the three and nine months ended September 30, 2018, respectively, and $0 for the three and nine months ended September 30, 2017 (see Note 3). |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Affiliate of Sponsor - Administrative Support Agreement - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | |
Administrative Support Agreement | |||
Monthly service fees | $ 10,000 | ||
Service fees incurred | $ 30,000 | $ 30,000 | $ 90,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
COMMITMENTS | |
Percentage of deferred discount to underwriters | 3.50% |
Deferred underwriting fees | $ 16,100,000 |
MERGER AGREEMENT (Details)
MERGER AGREEMENT (Details) $ / shares in Units, shares in Millions, $ in Millions | Aug. 23, 2018USD ($)$ / sharesshares |
Private Placement | Class A Common Stock | |
MERGER AGREEMENT | |
Common stock issued per share price | $ / shares | $ 10 |
Aggregate purchase price of common stock issued | $ 250 |
UHS Business combination | |
MERGER AGREEMENT | |
Purchase price | 1,740 |
UHS Business combination | UHS | |
MERGER AGREEMENT | |
Purchase price | $ 1,580 |
Newly issued shares of Agiliti's Common stock distributed to equity holders | shares | 335 |
Umpire Cash Merger Sub | Secured Debt | |
MERGER AGREEMENT | |
Long-Term Debt | $ 660 |
Umpire Cash Merger Sub | Revolving Credit Facility | |
MERGER AGREEMENT | |
Long-Term Debt | $ 150 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 9 Months Ended | ||
Sep. 30, 2018Vote$ / sharesshares | Dec. 31, 2017$ / sharesshares | Sep. 30, 2017shares | |
Stockholders' Equity | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Shares subject to redemption | 43,513,414 | 44,348,925 | 44,341,965 |
Class A Common Stock | |||
Stockholders' Equity | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes | Vote | 1 | ||
Common stock, shares issued | 2,486,586 | 1,651,075 | |
Common stock, shares outstanding | 2,486,586 | 1,651,075 | |
Class F Common Stock | |||
Stockholders' Equity | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 11,500,000 | 11,500,000 | |
Common stock, shares outstanding | 11,500,000 | 11,500,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Marketable securities held in Trust Account | $ 466,238,280 | $ 461,549,163 |
Recurring | Level 1 | ||
Assets: | ||
Marketable securities held in Trust Account | $ 466,238,280 | $ 461,549,163 |