Business Context and Reporting Period
This Form 8-K Current Report was filed by Workhorse Group Inc. on November 5, 2019, covering events occurring on October 31, 2019. The filing details a material definitive agreement involving the Company, its wholly owned subsidiary Surefly, Inc., and Moog Inc.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data for the reporting period. The primary financial metric disclosed is the transaction value of the asset sale.
- Transaction Value: $4.0 million cash purchase price.
- Assets Involved: Substantially all assets of Surefly, Inc., excluding Horsefly truck-based electrically powered unmanned aerial system assets, cash, insurance policies, and certain legal rights.
Material Changes
The material change reported is the execution of an Asset Purchase Agreement and its subsequent amendment:
- Original Agreement: Dated October 1, 2019, between Workhorse Group Inc., Surefly, Inc., and Moog Inc.
- Amendment: Dated October 31, 2019, extending the closing date of the transaction to December 2, 2019.
- Liabilities: Moog Inc. agreed to assume certain liabilities of Surefly, with specific retained liabilities remaining with the Company.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard legal disclaimer that the summary is subject to the full text of the Purchase Agreement. The transaction represents a divestiture of a subsidiary's assets, which may impact future revenue streams related to Surefly's non-Horsefly operations.
Investor Verification Checklist
- Verify the final closing of the transaction on or before December 2, 2019.
- Review the full text of the Asset Purchase Agreement (Exhibit 10.1) to understand the specific liabilities assumed by Moog Inc. and those retained by Workhorse.
- Confirm the treatment of the excluded "Horsefly Assets" and their future strategic value to Workhorse Group Inc.
- Monitor subsequent filings for the actual receipt of the $4.0 million cash proceeds and any related tax or accounting impacts.