SEC Filing Summary
Filing identity: The supplied filing is Global Partner Acquisition Corp.’s Form 10-K, not a filing for Purple Innovation, Inc. It covers the fiscal year ended December 31, 2015, with results from the company’s May 19, 2015 inception through year-end. The filing also presents unaudited fourth-quarter results.
Business context and reporting period
Global Partner Acquisition Corp. was a newly formed blank-check company seeking a business combination, generally targeting businesses with enterprise values of $300 million to $1.5 billion. It had not begun operating a business and reported no revenue. Its IPO closed August 4, 2015, raising $155.25 million gross; a simultaneous private placement of warrants raised approximately $6.41 million gross. The company’s stated deadline to complete a business combination was August 4, 2017.
Financial results and position
| Metric | Period or date | Reported amount |
|---|---|---|
| Revenue | Inception to Dec. 31, 2015 | $0 |
| General and administrative expenses | Inception to Dec. 31, 2015 | $346,000 |
| Trust-account interest income | Inception to Dec. 31, 2015 | $43,000 |
| Net loss | Inception to Dec. 31, 2015 | $303,000; $0.07 per share |
| Fourth-quarter net loss | Q4 2015 | $154,000; $0.03 per share |
| Cash outside trust | Dec. 31, 2015 | $1.048 million |
| Cash and investments in trust | Dec. 31, 2015 | $155.293 million |
| Total assets | Dec. 31, 2015 | $156.472 million |
| Total liabilities | Dec. 31, 2015 | $4.857 million, including $4.658 million deferred underwriting compensation |
| Stockholders’ equity | Dec. 31, 2015 | $5.000 million |
| Net cash used in operating activities | Inception to Dec. 31, 2015 | $278,000 |
The filing reports no long-term debt, lease obligations, or long-term liabilities. Most trust assets were invested in short-term U.S. Treasury bills. No operating margins are meaningful because the company had no revenue or operating business.
Changes versus comparable periods
There is no prior-year comparable period because the company was formed in May 2015. Quarterly data show Q4 general and administrative expenses of $197,000 versus $149,000 in Q3; Q4 net loss was $154,000 versus $149,000 in Q3. Q4 included $43,000 of trust interest income, compared with none reported in Q3.
Outlook, risks, and unusual items
- Management expected the approximately $1.048 million held outside the trust to fund operations for at least the following 12 months, while noting uncertainty and significant expected search costs. It had no committed third-party financing.
- If no business combination closed by August 4, 2017, the company planned to cease operations, redeem public shares from the trust, and liquidate. Public warrants would expire worthless in that case.
- Public shareholders could redeem shares in connection with a business combination, subject to a minimum $5,000,001 net tangible asset requirement and transaction-specific cash conditions. High redemptions could impede or prevent a deal.
- Key risks include failure to find or complete a suitable transaction by the deadline, competition for targets, limited working capital, conflicts of interest and competing commitments among insiders, potential dilution or debt financing, and creditor or bankruptcy claims against trust funds.
- The sponsor receives $10,000 per month for administrative services. Insiders may be reimbursed for deal-related expenses without a stated cap, and affiliated advisers could receive a transaction fee of up to $3 million, subject to independent-director and audit-committee review.
- The auditor issued an unqualified opinion on the financial statements. Management reported effective disclosure controls; the filing did not include an internal-control-over-financial-reporting assessment or auditor attestation, citing the transition period for newly public companies.
Important facts for investors to verify
- Confirm the issuer: this document identifies Global Partner Acquisition Corp., not Purple Innovation, Inc.
- Review subsequent filings for whether and when a business combination occurred, and the resulting financial condition and ownership dilution.
- Verify trust-account balances, redemption terms, deferred underwriting fees, and any claims that could reduce funds available to shareholders.
- Assess insider conflicts, expense reimbursements, any advisory fees, and financing or securities issuances connected with a transaction.
- Check warrant terms, including the exercise price, registration requirements, redemption provisions, and the risk of expiration without value.