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Note 2 - Significant Accounting Policies
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Significant Accounting Policies [Text Block]
Note
2
- Significant Accounting Policies
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries since their formation. All material intercompany balances and transactions have been eliminated. 
 
Basis of Presentation
 
The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position as of
December 
31,
2019
and
2018
and the consolidated results of operations and cash flows for the years ended
December 
31,
2019
and
2018.
 
Emerging Growth Company
 
The Company is an “emerging growth company,” as defined in Section
2
(a) of the Securities Act of
1933,
as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of
2012
(the “JOBS Act”), and it
may
take advantage of certain exemptions from various reporting requirements applicable to other public companies that are
not
emerging growth companies including, but
not
limited to,
not
being required to comply with the auditor attestation requirements of Section
404
of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not
previously approved.
 
Further, Section
102
(b)(
1
) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have
not
had a Securities Act registration statement declared effective or do
not
have a class of securities registered under the Exchange Act of
1934
(the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected
not
to opt out of such extended transition period which means when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This
may
make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
 
Net Income (Loss) Per Common Share
 
Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has
not
considered the effect of the warrants sold in the Public Offering and Private Placement Warrants to purchase
20,700,000
and
10,280,000
shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive.
 
The Company’s consolidated statements of operations include a presentation of income per share for common shares subject to redemption similar to the
two
-class method of income per share. Net income per common share for basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account for
2019
and
2018
of
$8,739,160
and
$5,777,767,
respectively, net of applicable administrative fees, franchise taxes and income taxes, by the weighted average number of Class A common stock of
40,582,734
and
41,400,000,
respectively. Administrative fees were
$120,000
and
$86,000,
franchise taxes were
$200,100
and
$144,845
and income taxes were
$1,730,072
and
$1,182,914
for
2019
and
2018,
respectively. The
2019
weighted average shares outstanding calculation includes the effect of the
3,594,000
shares of Class A common stock which were redeemed in
October 2019.
Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period.
 
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. The Company did
not
have any cash equivalents as of
December 
31,
2019
and
2018.
 
Cash and Marketable Securities Held in the Trust Account
 
The amounts held in the Trust Account represent proceeds from the Public Offering and the private placement of Private Placement Warrants of
$378,060,000
and
$414,000,000
as of
December 
31,
2019
and
2018,
respectively after considering
$35,940,000
in redemptions during
2019,
which were invested in permitted United States “government securities” within the meaning of Section
2
(a)(
16
) of the Investment Company Act of
1940,
as amended (the “Investment Company Act”), having a maturity of
180
days or less, or in money market funds meeting certain conditions under Rule
2a
-
7
under the Investment Company Act (“Permitted Investments”) and are classified as restricted assets because such amounts can only be used by the Company in connection with the consummation of an initial Business Combination. In addition,
$3,742,794
was deposited into the Trust Account during
2019
for the benefit of the Class A common stockholders as a result of loans from the Sponsor pursuant to the extension that was agreed to in
October 2019.
Pursuant to said extension and the subsequent extension in
February 
2020,
these loans will continue monthly in
2020
through
May 21, 2020
at the rate of
$0.033
per Class A common share issued in the IPO that was
not
redeemed in connection with the stockholder vote to approve the Extension.
 
As of
December 
31,
2019,
cash and Permitted Investments held in the Trust Account had a fair value of
$391,964,540.
For the year ended
December 
31,
2019,
investments held in the Trust Account generated interest income of
$8,739,160.
During
2019,
the Company paid
$2,041,000
to the IRS for estimated and actual
2018
federal income taxes,
$260,630
to the State of Delaware for franchise taxes and
$120,000
to an affiliate of our Sponsor for administrative services with funds received from the Trust Account. On
October 11, 2019,
3,594,000
shares of Class A common stock were redeemed for
$36,823,301
in connection with an extension approved by our stockholders to extend the time by which we must complete the Business Combination to
February 
21,
2020.
On
February 20, 2020,
2,189,801
shares of Class A common stock were redeemed for
$22,811,431
in connection with an extension approved by our stockholders to extend the time by which we must complete the Business Combination to
May 
21,
2020.
 
As of
December 
31,
2018,
cash and Permitted Investments held in the Trust Account had a fair value of
$418,727,517.
For the year ended
December 
31,
2018,
investments held in the Trust Account generated interest income of
$5,777,767.
During
2018,
the Company paid
$970,000
to the IRS for estimated federal income taxes and
$80,000
to an affiliate of our Sponsor for administrative services, with funds received from the Trust Account.
 
Redeemable Common Stock
 
As discussed in Note
1
– Description of Organization and Business Operations, all the
37,806,000
Public Shares as of
December 
31,
2019
contain a redemption feature which allows for the redemption of Class A common stock under the Company’s liquidation or tender offer and stockholder approval provisions. In accordance with FASB ASC
480,
redemption provisions
not
solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC
480.
Although the Company has
not
specified a maximum redemption threshold, the Company’s Charter provides that in
no
event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than
$5,000,001.
On
February 20, 2020,
Pure’s stockholders approved an extension of the date by which Pure must consummate an initial Business Combination from
February 21, 2020
to
May 21, 2020, 
In connection with this extension,
2,189,801
shares of Class A common stock were redeemed for a total value of
$22,811,431
on
February 21, 2020
from the Trust Account.
 
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying number of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital.
 
Accordingly, at
December 
31,
2019,
37,725,710
shares of the outstanding
37,806,000
shares of Class A common stock included in the Units were classified outside of permanent equity at
$10.10
per share.  The shares of Class A common stock outstanding at
December 31, 2019
include the effect of the
3,594,000
shares of Class A common stock redeemed in
October 2019.
At
December 31, 2018,
all
41,400,000
shares of Class A common stock included in the Units were classified outside of permanent equity at
$10.00
per share.
 
Concentration of Credit Risk
 
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times
may
exceed the Federal depository insurance coverage of
$250,000.
At
December 
31,
2019,
the Company had
not
experienced losses on this account and management believes the Company is
not
exposed to significant risks on such account.
 
Use of Estimates
 
The preparation of the consolidated financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
 
Fair Value of Financial Instruments
 
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic
820,
“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.
 
Offering Costs
 
The Company complies with the requirements of FASB ASC
340
-
10
-
S99
-
1
and SEC Staff Accounting Bulletin (“SAB”) Topic
5A
– “Expenses of Offering.” Offering costs of
$9,506,582
consisting principally of underwriting discounts of
$8,280,000
and
$1,226,582
of professional, printing, filing, regulatory and other costs directly related to the preparation of the Public Offering were charged to stockholders’ equity upon completion of the Public Offering (See Note
3
).
 
Income Taxes
 
The Company follows the asset and liability method for accounting for income taxes under FASB ASC
740
“Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
 
FASB ASC
740
prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no
unrecognized tax benefits and
no
amounts accrued for interest and penalties as of
December 
31,
2019
and
2018.
The Company is currently
not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
 
State Franchise Taxes
 
The Company is incorporated in the state of Delaware and is subject to Delaware state franchise tax which is computed based on an analysis of both authorized shares and total gross assets. The Company has liabilities on the accompanying consolidated balance sheets for accrued Delaware state franchise taxes of
$84,214
and
$144,845
as of
December 
31,
2019
and
2018,
respectively. On the accompanying consolidated statement of operations, the Company incurred Delaware franchise tax expense of
$200,100
and
$144,845
for the years ended
December 
31,
2019
and
2018,
respectively. The Company paid the State of Delaware
$260,730
and
zero
during
2019
and
2018,
respectively, for Delaware franchise taxes.
 
Related Parties
 
The Company follows subtopic ASC
850
-
10
for the identification of related parties and disclosure of related party transactions.
 
Pursuant to Section
850
-
10
-
20,
the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through
one
or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule
405
under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section
825
-
10
-
15,
to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing thrust that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company
may
deal if
one
party controls or can significantly influence the management or operating policies of the other to an extent that
one
of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one
of the transacting parties and can significantly influence the other to an extent that
one
or more of the transacting parties might be prevented from fully pursuing its own separate interests.
 
Recent Accounting Pronouncements
 
The Company has evaluated recently issued, but
not
yet effective, accounting pronouncements and does
not
believe they would have a material effect on the Company’s consolidated financial statements.
 
Subsequent Events
 
The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date the consolidated financial statements were issued are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date.