Workhorse Group Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Workhorse Group Inc. on September 28, 2018. The filing primarily addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. However, it discloses specific financial terms related to a recent loan agreement and director compensation:
- Debt: On July 6, 2018, the Company entered into a Loan Agreement with a fund managed by Arosa Capital Management LP for a term loan principal amount of $6,100,000.
- Liquidity: No specific liquidity metrics (e.g., cash on hand) are provided in this filing.
- Compensation: The new director, Michael L. Clark, was appointed to an annual fee of $40,000.
Material Changes
The primary material change reported is the increase in the size of the Board of Directors from five to six members. This change was necessitated by the terms of the $6.1 million Loan Agreement with Arosa Capital Management LP, which required the Company to appoint a director designated by the lender for a period of no less than 12 months.
Guidance, Outlook, and Management Commentary
This filing does not contain forward-looking guidance, revenue outlook, or general management commentary regarding business operations. It focuses strictly on the appointment of Michael L. Clark, who was designated by Arosa Capital Management LP. Mr. Clark brings over 17 years of investing experience, including roles as a CFA Charterholder, former Partner at SIR Capital Management, and former Portfolio Manager at Satellite Asset Management and SAC Capital Management.
Important Facts for Investor Verification
- Board Composition Change: Verify the current Board size is now six members, with Michael L. Clark serving as the Arosa-designated director.
- Debt Obligation: Confirm the status of the $6,100,000 term loan with Arosa Capital Management LP entered into on July 6, 2018.
- Equity Dilution: Note the grant of 50,000 stock options to Mr. Clark at an exercise price of $1.10 per share, with a vesting schedule starting immediately (10,000 shares) and continuing semi-annually.
- Related Party Transactions: The filing states Mr. Clark has no family relationships with other directors/officers and no material interest in transactions exceeding $120,000 since January 1, 2016.