References to the "Company," "our," "us" or "we" refer to Noble Rock Acquisition
Corporation. The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
audited financial statements and the notes related thereto which are included in
"Item 8. Financial Statements and Supplementary Data" of this Annual Report on
Form 10-K. Certain information contained in the discussion and analysis set
forth below includes forward-looking statements. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of many factors. Certain information contained in the discussion and
analysis set forth below includes forward-looking statements. Our actual results
may differ materially from those anticipated in these forward-looking statements
as a result of many factors, including those set forth under "Cautionary Note
Regarding Forward-Looking Statements and Risk Factor Summary," "Item 1A. Risk
Factors" and elsewhere in this Annual Report on Form 10-K.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company
on November 4, 2020. We were incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses that we have not yet identified
("Business Combination").
Our sponsor is Noble Rock Sponsor LLC, a Cayman Island limited liability company
(the "Sponsor"). The registration statement for our Initial Public Offering was
declared effective on February 1, 2021. On February 4, 2021, we consummated the
Initial Public Offering of 24,150,000 units (the "Units" and, with respect to
the Class A ordinary shares included in the Units being offered, the "Public
Shares"), which includes 3,150,000 additional Units to cover over-allotments
(the "Over-Allotment Units"), at $10.00 per Unit, generating gross proceeds of
$241.5 million, and incurring offering costs of approximately $14.4 million. Of
these offering costs, approximately $9.1 million and approximately $320,000 was
for deferred underwriting commissions and deferred legal fees, respectively.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 4,553,334 warrants (each, a
"Private Placement Warrant" and collectively, the "Private Placement Warrants"),
at a price of $1.50 per Private Placement Warrant with our Sponsor, generating
gross proceeds of approximately $6.8 million.
Upon the closing of the Initial Public Offering and the Private Placement,
$241.5 million ($10.00 per Unit) of the net proceeds of the Initial Public
Offering and certain of the proceeds of the Private Placement were placed in a
trust account ("Trust Account") with Continental Stock Transfer & Trust Company
acting as trustee and invested in United States "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, or
the Investment Company Act, which invest only in direct U.S. government treasury
obligations, as determined by us, until the earlier of: (i) the completion of a
Business Combination and (ii) the distribution of the Trust Account as described
below.
We intend to complete our initial business combination using cash from the
proceeds of the Initial Public Offering and the Private Placement 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 in this offering,
which dilution would increase if the anti-dilution provisions in the Class B
ordinary shares resulted in the issuance of Class A shares on a greater than
one-to-one basis upon conversion of the Class B ordinary shares;
? may subordinate the rights of holders of our ordinary shares if preferred
stock is issued with rights senior to those afforded our ordinary shares;
? could cause a change in control if a substantial number of shares of our
ordinary shares is 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;
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? 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 ordinary shares
and/or warrants.
Similarly, if we issue debt securities or otherwise incur significant debt to
bank or other lenders or 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 security is payable on demand;
? our inability to obtain necessary additional financing if the debt security
contains covenants restricting our ability to obtain such financing while the
debt security is outstanding;
? our inability to pay dividends on our ordinary shares;
? 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 ordinary
shares if declared, our ability to pay expenses, make capital expenditures and
acquisitions, and fund 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;
? limitations on our ability to borrow additional amounts for expenses, capital
expenditures, acquisitions, debt service requirements, and execution of our
strategy; and
? other purposes and other disadvantages compared to our competitors who have
less debt.
If we are unable to complete a Business Combination within 24 months from the
closing of the Initial Public Offering, or February 4, 2023, (the "Combination
Period"), we will (1) cease all operations except for the purpose of winding up;
(2) as promptly as reasonably possible but not more than 10 business days
thereafter, redeem the Public Shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including
interest (less up to $100,000 of interest to pay dissolution expenses and which
interest shall be net of taxes payable), divided by the number of then issued
and outstanding Public Shares, which redemption will completely extinguish
Public Shareholders' rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining
shareholders and the board of directors, liquidate and dissolve, subject in each
case to our obligations under Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law.
Results of Operations
Our entire activity since November 4, 2020 (inception) through December 31, 2021
related to our formation, the preparation for the Public Offering, and since the
closing of the Public Offering, the search for a prospective initial business
combination. We have neither engaged in any operations nor generated any
revenues to date. We will not generate any operating revenues until after
completion of our initial business combination. We generate non-operating income
in the form of gains on investment (net), dividends and interest held in trust
account. We will incur increased expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as
for due diligence expenses.
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For the year ended December 31, 2021, we had net income of approximately $9.4
million, which consisted of $11.5 million for a change in the fair value of
derivative warrant liabilities, approximately $26,000 of income from investments
held in the Trust Account, offset by approximately $769,000 of financing costs
and approximately $1.3 million of general and administrative expenses.
For the period from November 4, 2020 (inception) through December 31, 2020, we
had a net loss of approximately $31,000, which consisted solely of general and
administrative expenses.
Liquidity and Going Concern
As of December 31, 2021, we had approximately $868,000 cash in our operating
bank account and working capital of approximately $1.0 million.
Through December 31, 2021, our liquidity needs had been satisfied through a
payment of $25,000 from our Sponsor to cover for certain expenses in exchange
for the issuance of the Founder Shares and the loan of $45,000 from our Sponsor
pursuant to the Note. Subsequent to the closing of the Initial Public Offering
and Private Placement, the proceeds from the Private Placement not held in the
Trust Account will be used to satisfy our liquidity. Including amounts borrowed
subsequent to December 31, 2020, we borrowed a total of approximately $195,000
through the Note and we repaid the Note in full on February 5, 2021. In
addition, in order to 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, provide us Working Capital
Loans. As of December 31, 2021 and 2020, there were no amounts outstanding under
any Working Capital Loan.
Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor,
or certain of our officers and directors to meet its needs through the earlier
of the consummation of a Business Combination or one year from this filing. Over
this time period, we will be using these funds for paying existing accounts
payable, our monthly fees under the Administrative Services Agreement with our
Sponsor, identifying and evaluating prospective initial Business Combination
candidates, performing due diligence, including related travel costs, on
prospective target businesses, selecting the target business to merge with or
acquire, and structuring, negotiating and consummating the Business Combination.
However, in connection with the assessment of going concern considerations in
accordance with the Financial Accounting Standard Board's ("FASB") Accounting
Standards Codification ("ASC") Topic 205-40, "Presentation of Financial
Statements - Going Concern," we have until February 4, 2023 to consummate a
Business Combination. It is uncertain that we will be able to consummate a
Business Combination by this time. If a Business Combination is not consummated
by this date, there will be a mandatory liquidation and subsequent dissolution
of the Company. Management has determined that the mandatory liquidation, should
a Business Combination not occur, and potential subsequent dissolution raises
substantial doubt about the Company's ability to continue as a going concern. No
adjustments have been made to the carrying amounts of assets or liabilities
should we be required to liquidate after February 4, 2023.
Related Party Transactions
Founder Shares
On November 11, 2020, the initial shareholders paid an aggregate of $25,000 for
certain expenses on our behalf in exchange for issuance of 5,750,000 Class B
ordinary shares (the "Founder Shares"). On February 1, 2021, we declared a stock
dividend with respect to the Class B ordinary shares such that 0.05 Class B
ordinary shares were issued for each share of Class B ordinary shares, resulting
in an aggregate of 6,037,500 Class B ordinary shares outstanding. The initial
shareholders agreed to forfeit up to an aggregate of 787,500 Founder Shares, on
a pro rata basis, to the extent that the option to purchase additional units was
not exercised in full by the underwriters, so that the Founder Shares would
represent 20% of our issued and outstanding shares after the Initial Public
Offering. On February 4, 2021, the underwriter fully exercised its
over-allotment option; thus, these 787,500 Founder Shares were no longer subject
to forfeiture.
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The Initial Shareholders agreed not to transfer, assign or sell any of their
Founder Shares until the earlier to occur of (A) one year after the completion
of the initial Business Combination or (ii) the date following the completion of
the initial Business Combination on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of the
shareholders having the right to exchange their ordinary shares for cash,
securities or other property. Notwithstanding the foregoing, if the closing
price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after the initial Business
Combination, the Founder Shares will be released from the lockup.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, we consummated
the Private Placement of 4,553,334 Private Placement Warrants, at a price of
$1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds
of approximately $6.8 million.
Each whole Private Placement Warrant is exercisable for one whole share of
Class A ordinary shares at a price of $11.50 per share. A portion of the
proceeds from the sale of the Private Placement Warrants to our Sponsor was
added to the proceeds from the Initial Public Offering held in the Trust
Account. If we do not complete a Business Combination within the Combination
Period, the Private Placement Warrants will expire worthless. The Private
Placement Warrants will be non-redeemable for cash and exercisable on a cashless
basis so long as they are held by our Sponsor or its permitted transferees.
Our Sponsor and our officers and directors agreed, subject to limited
exceptions, not to transfer, assign or sell any of their Private Placement
Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
On November 11, 2020, our Sponsor agreed to loan us up to $300,000 to be used
for the payment of costs related to the Initial Public Offering pursuant to a
promissory note (the "Note"). The Note was non-interest bearing, unsecured and
due upon the closing of the Initial Public Offering. As of December 31, 2020, we
borrowed $45,000 under the Note. As of February 4, 2021, we had a cumulative
borrowing of $195,000. We repaid the Note in full on February 5, 2021.
In addition, in order to finance transaction costs in connection with a Business
Combination, our Sponsor, members of our founding team or any of their
affiliates may, but are not obligated to, loan us funds as may be required
("Working Capital Loans"). If we complete a Business Combination, we will repay
the Working Capital Loans out of the proceeds of the Trust Account released to
us. Otherwise, the Working Capital Loans would be repaid only out of funds held
outside the Trust Account. In the event that a Business Combination does not
close, we may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be
used to repay the Working Capital Loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at
the lenders' discretion, up to $1.5 million of such Working Capital Loans may be
convertible into warrants of the post Business Combination entity at a price of
$1.50 per warrant. The warrants would be identical to the Private Placement
Warrants. Except for the foregoing, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to
such loans. As of December 31, 2021 and 2020, we had no borrowings under the
Working Capital Loans.
Administrative Support Agreement
Commencing on the date that our securities were first listed on Nasdaq through
the earlier of consummation of the initial Business Combination and the
liquidation, we agreed to pay our Sponsor a total of $30,000 per month for
office space, administrative, financial and support services. For the year ended
December 31, 2021, we incurred expenses under this agreement of $330,000,
included as general and administrative expenses on the statements of operations.
There were no expenses incurred for the period from November 4, 2020 (inception)
through December 31, 2020. As of December 31, 2021, there were no amounts
payable for these services.
In addition, our Sponsor, directors and officers, or any of their respective
affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable Business Combinations. Our
audit committee will review on a quarterly basis all payments that were made by
us to our Sponsor, directors, officers or any of their affiliates.
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Contractual Obligations
Registration Rights
The initial shareholders and holders of the Private Placement Warrants are
entitled to registration rights pursuant to a registration rights agreement. The
initial shareholders and holders of the Private Placement Warrants are entitled
to make up to three demands, excluding short form registration demands, that we
register such securities for sale under the Securities Act. In addition, these
holders have "piggy-back" registration rights to include their securities in
other registration statements filed by us. We will bear the expenses incurred in
connection with the filing of any such registration statements.
Underwriting Agreement
We granted the underwriters a 45-day option from the date of the prospectus to
purchase up to 3,150,000 additional Units at the Initial Public Offering price
less the underwriting discounts and commissions. On February 4, 2021, the
underwriter fully exercised its over-allotment option.
The underwriters were entitled to an underwriting discount of $0.20 per unit, or
approximately $4.8 million in the aggregate, paid upon the closing of the
Initial Public Offering. In addition, $0.375 per unit, or approximately
$9.1 million in the aggregate will be payable to the underwriters for deferred
underwriting commissions. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in the event that
we complete a Business Combination, subject to the terms of the underwriting
agreement. In addition, the underwriters paid to us an amount equal to 0.25% of
the offering gross proceeds, or $603,750 in the aggregate to reimburse certain
expenses in connection with the Initial Public Offering.
Deferred Legal Fees
We engaged a legal counsel firm for legal advisory services, and the firm agreed
to defer their fees in excess of $250,000 ("Deferred Legal Fees"). The deferred
fee will become payable in the event that we complete a Business Combination. As
of December 31, 2021 and 2020, we recorded $604,749 and $113,000 in deferred
legal fees, respectively.
Critical Accounting Policies
This management's discussion and analysis of our financial condition and results
of operations is based on our financial statements, which have been prepared in
accordance with United States generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and the disclosure of contingent assets and liabilities in our
financial statements. On an ongoing basis, we evaluate our estimates and
judgments, including those related to fair value of financial instruments and
accrued expenses. We base our estimates on historical experience, known trends
and events and various other factors that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
Investments held in Trust Account
Our portfolio of investments is comprised of U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a
maturity of 185 days or less, or investments in money market funds that invest
in U.S. government securities and generally have a readily determinable fair
value, or a combination thereof. When our investments held in the Trust Account
are comprised of U.S. government securities, the investments are classified as
trading securities. When our investments held in the Trust Account are comprised
of money market funds, the investments are recognized at fair value. Trading
securities and investments in money market funds are presented on the balance
sheets at fair value at the end of each reporting period. Gains and losses
resulting from the change in fair value of these securities is included in
income on investments held in the Trust Account in the accompanying statement of
operations. The estimated fair values of investments held in the Trust Account
are determined using available market information.
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Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities
from Equity ("ASC 480")." Class A ordinary shares subject to mandatory
redemption (if any) are classified as liability instruments and are measured at
fair value. Conditionally redeemable Class A ordinary shares (including Class A
ordinary shares that feature redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within our control) are classified as temporary equity. At all
other times, Class A ordinary shares are classified as shareholders' equity. Our
Class A ordinary shares feature certain redemption rights that are considered to
be outside of our control and subject to the occurrence of uncertain future
events. Accordingly, at December 31, 2021 and December 31, 2020, 24,150,000 and
0 Class A ordinary shares subject to possible redemption are presented as
temporary equity, outside of the shareholders' equity section of our balance
sheets.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of the Class A ordinary shares subject to possible
redemption to equal the redemption value at the end of each reporting period.
This method would view the end of the reporting period as if it were also the
redemption date for the security. Immediately upon the closing of the Initial
Public Offering, we recognized the remeasurement from initial book value to
redemption amount value. The change in the carrying value of redeemable Class A
ordinary shares resulted in charges against additional paid-in capital and
accumulated deficit.
Derivative Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We evaluate all of our financial instruments, including
issued warrants to purchase ordinary shares, to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives,
pursuant to ASC 480 and FASB ASC Topic 815, Derivatives and Hedging ("ASC 815"),
Embedded Derivatives ("ASC 815-15"). The classification of derivative
instruments, including whether such instruments should be recorded as
liabilities or as equity, is re-assessed at the end of each reporting period.
The warrants issued in connection with the Initial Public Offering (the "Public
Warrants") and the Private Placement Warrants are recognized as derivative
liabilities in accordance with ASC 815-40, Contracts in Entity's Own
Equity ("ASC 815-40"). Accordingly, we recognize the warrant instruments as
liabilities at fair value and adjusts the instruments to fair value at each
reporting period. The liabilities are subject to re-measurement at each balance
sheet date until exercised, and any change in fair value is recognized in our
statement of operations. The fair value of the Public Warrants issued in
connection with the Initial Public Offering were initially measured at fair
value using a Monte Carlo simulation model. Subsequently, the fair value of the
Public Warrants has been determined based on the observable listed trading price
for such warrants. The fair value of the Private Placement Warrants has
initially and subsequently been measured at fair value using a Black-Scholes
Merton (BSM) model.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs
incurred through the Initial Public Offering that were directly related to the
Initial Public Offering. Offering costs are allocated to the separable financial
instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with
warrant liabilities are expensed as incurred, presented as non-operating
expenses in the statement of operations. Offering costs associated with the
Class A ordinary shares were charged to the carrying value of the Class A
ordinary shares subject to possible redemption. We classify deferred
underwriting commissions as non-current liabilities as their liquidation is not
reasonably expected to require the use of current assets or require the creation
of current liabilities.
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Net Income Per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." We have two classes of shares, which are referred to as
Class A ordinary shares and Class B ordinary shares. Income and losses are
shared pro rata between the two classes of shares. Net income per ordinary share
is calculated by dividing the net income by the weighted average ordinary shares
outstanding for the respective period.
The calculation of diluted net income does not consider the effect of the
warrants underlying the Units sold in the Initial Public Offering and the
private placement warrants to purchase an aggregate of 11,775,540 shares of
Class A ordinary shares in the calculation of diluted income per share, because
exercise is contingent upon future events. The number of weighted average Class
B ordinary shares for calculating basic net income per ordinary share was
reduced for the effect of an aggregate of 787,500 Class B ordinary shares that
were subject to forfeiture if the over-allotment option was not exercised in
full or part by the underwriters. Since the contingency was satisfied as of
September 30, 2021, we included these shares in the weighted average number as
of the beginning of the period to determine the dilutive impact of these shares.
Remeasurement associated with the redeemable Class A ordinary shares is excluded
from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in
Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments
and Contracts in an Entity's Own Equity ("ASU 2020-06"), which simplifies
accounting for convertible instruments by removing major separation models
required under current GAAP. The ASU also removes certain settlement conditions
that are required for equity-linked contracts to qualify for the derivative
scope exception, and it simplifies the diluted earnings per share calculation in
certain areas. We adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU
did not impact our financial position, results of operations or cash flows.
We do not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on our
financial statements.
Off-Balance Sheet Arrangements and Contractual Obligations
As of December 31, 2021 and 2020, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have
any commitments or contractual obligations.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" under
the JOBS Act and are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We elected to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As a result, our financial statements may not
be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
As an "emerging growth company", we are not required to, among other things, (i)
provide an auditor's attestation report on our system of internal controls over
financial reporting pursuant to Section 404, (ii) provide all of the
compensation disclosure that may be required of non-emerging growth public
companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act,
(iii) comply with any requirement that may be adopted by the PCAOB regarding
mandatory audit firm rotation or a supplement to the auditor's report providing
additional information about the audit and the financial statements (auditor
discussion and analysis), and (iv) disclose certain executive compensation
related items such as the correlation between executive compensation and
performance and comparisons of the CEO's compensation to median employee
compensation. These exemptions will apply for a period of five years following
the completion of our initial public offering or until we are no longer an
"emerging growth company," whichever is earlier.
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Recent Accounting Pronouncements
In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in
Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments
and Contracts in an Entity's Own Equity ("ASU 2020-06"), which simplifies
accounting for convertible instruments by removing major separation models
required under current GAAP. The ASU also removes certain settlement conditions
that are required for equity-linked contracts to qualify for the derivative
scope exception, and it simplifies the diluted earnings per share calculation in
certain areas. We adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU
did not impact our financial position, results of operations or cash flows.
Our management does not believe there are any other recently issued, but not yet
effective, accounting pronouncements, if currently adopted, that would have a
material effect on our financial statements.
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