Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41511 | |
Entity Registrant Name | LiveWire Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-4730333 | |
Entity Address, Address Line One | 3700 West Juneau Avenue | |
Entity Address, City or Town | Milwaukee | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 53208 | |
City Area Code | 650 | |
Local Phone Number | 447-8424 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | LVWR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 202,409,176 | |
Entity Central Index Key | 0001898795 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Warrant | ||
Document Information | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | LVWR WS | |
Security Exchange Name | NYSE |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | |
Revenues [Abstract] | ||
Revenue, net | $ 7,762 | $ 10,401 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Product [Member] | Product [Member] |
Costs and expenses: | ||
Cost of goods sold | $ 6,498 | $ 10,348 |
Cost, Product and Service [Extensible Enumeration] | Product [Member] | Product [Member] |
Selling, administrative and engineering expense | $ 26,171 | $ 15,752 |
Total costs and expenses | 32,669 | 26,100 |
Operating loss | (24,907) | (15,699) |
Other income, net | 0 | 69 |
Interest expense related party | 0 | (277) |
Interest income (expense) | 2,692 | (4) |
Change in fair value of warrant liabilities | 1,068 | 0 |
Loss before income taxes | (21,147) | (15,911) |
Income tax provision | 0 | 68 |
Net loss | (21,147) | (15,979) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 0 | (100) |
Comprehensive loss | $ (21,147) | $ (16,079) |
Net loss per share, basic (in dollars per share) | $ (0.10) | $ (0.10) |
Net loss per share, diluted (in dollars per share) | $ (0.10) | $ (0.10) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 236,042 | $ 265,240 |
Accounts receivable, net | 930 | 2,325 |
Accounts receivable from related party | 841 | 525 |
Inventories, net | 31,102 | 29,215 |
Other current assets | 3,895 | 4,625 |
Total current assets | 272,810 | 301,930 |
Property, plant and equipment, net | 33,220 | 31,567 |
Goodwill | 8,327 | 8,327 |
Lease assets | 2,878 | 3,128 |
Intangible assets, net | 1,694 | 1,809 |
Other long-term assets | 6,829 | 5,044 |
Total assets | 325,758 | 351,805 |
Current liabilities: | ||
Accounts payable | 4,759 | 7,055 |
Accounts payable to related party | 7,625 | 5,733 |
Accrued liabilities | 15,302 | 20,343 |
Current portion of lease liabilities | 1,392 | 1,312 |
Total current liabilities | 29,078 | 34,443 |
Long-term portion of lease liabilities | 1,580 | 1,913 |
Deferred tax liabilities | 15 | 15 |
Warrant liabilities | 7,320 | 8,388 |
Other long-term liabilities | 288 | 246 |
Total liabilities | 38,281 | 45,005 |
Commitments and contingencies (Note 10) | ||
Shareholders' equity: | ||
Preferred Stock, $0.0001 par value; 20,000 shares authorized; no shares issued and outstanding as of both March 31, 2023 and December 31, 2022 | 0 | 0 |
Common Stock, $0.0001 par value; 800,000 shares authorized; 202,409 and 202,403 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 20 | 20 |
Additional paid-in-capital | 331,042 | 329,218 |
Accumulated deficit | (43,585) | (22,438) |
Total shareholders' equity | 287,477 | 306,800 |
Total liabilities and shareholders' equity | $ 325,758 | $ 351,805 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, issued (in shares) | 202,409,000 | 202,403,000 |
Common stock, share outstanding (in shares) | 202,409,000 | 202,403,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (21,147) | $ (15,979) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 667 | 1,456 |
Change in fair value of warrant liabilities | (1,068) | 0 |
Stock compensation expense | 1,824 | (171) |
Provision (benefit) for doubtful accounts | 39 | (1) |
Deferred income taxes | 0 | (17) |
Inventory write-downs | 673 | 299 |
Cloud computing arrangements development costs | (967) | 0 |
Other, net | (779) | 365 |
Changes in current assets and liabilities: | ||
Accounts receivable, net | 1,356 | (1,748) |
Accounts receivable from related party | (317) | (286) |
Inventories | (2,560) | (1,845) |
Other current assets | 731 | 557 |
Accounts payable and accrued liabilities | (4,894) | (1,658) |
Accounts payable to related party | 1,892 | 0 |
Net cash used by operating activities | (24,550) | (19,028) |
Cash flows from investing activities: | ||
Capital expenditures | (4,648) | (2,492) |
Net cash used by investing activities | (4,648) | (2,492) |
Cash flows from financing activities: | ||
Borrowings on notes payable to related party (Note 11) | 0 | 12,000 |
Transfers from H-D (Note 11) | 0 | 18,723 |
Net cash provided by financing activities | 0 | 30,723 |
Net (decrease) increase in cash and cash equivalents | (29,198) | 9,203 |
Cash and cash equivalents: | ||
Cash and cash equivalents—beginning of period | 265,240 | 2,668 |
Net (decrease) increase in cash and cash equivalents | (29,198) | 9,203 |
Cash and cash equivalents—end of period | $ 236,042 | $ 11,871 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated Deficit | Accumulated other comprehensive income (loss) | Net Parent company investment |
Balance, beginning at Dec. 31, 2021 | $ 19,925 | $ 0 | $ 0 | $ 0 | $ 145 | $ 19,780 |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss prior to Business Combination | (15,979) | (15,979) | ||||
Other comprehensive loss, net of tax | (100) | (100) | ||||
Net contribution from H-D | 19,051 | 19,051 | ||||
Balance, ending at Mar. 27, 2022 | 22,897 | $ 0 | 0 | 0 | 45 | 22,852 |
Balance, ending of period (in shares) at Mar. 27, 2022 | 0 | |||||
Balance, beginning at Dec. 31, 2022 | $ 306,800 | $ 20 | 329,218 | (22,438) | 0 | 0 |
Balance, beginning of period (in shares) at Dec. 31, 2022 | 202,403,000 | 202,403 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss prior to Business Combination | $ (21,147) | (21,147) | ||||
Share-based compensation expense | 1,824 | 1,824 | ||||
Share-based compensation expense (in shares) | 6 | |||||
Balance, ending at Mar. 31, 2023 | $ 287,477 | $ 20 | $ 331,042 | $ (43,585) | $ 0 | $ 0 |
Balance, ending of period (in shares) at Mar. 31, 2023 | 202,409,000 | 202,409 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation LiveWire Group, Inc., a Delaware corporation, and its consolidated subsidiaries are referred to in these Consolidated financial statements and notes as the “we,” “our,” “us,” the “Company,” or “LiveWire.” The Company designs and sells electric motorcycles and electric balance bikes with related electric motorcycle parts, accessories, and apparel. The Company operates in two segments: Electric Motorcycles and STACYC. On September 26, 2022, the Company consummated a previously announced business combination pursuant to a business combination agreement, dated as of December 12, 2021 (the “Business Combination Agreement”), by and among AEA-Bridges Impact Corp (“ABIC”), LiveWire Group Inc., (formerly known as LW EV Holdings, Inc.), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation (“H-D”), and LiveWire EV, LLC (“Legacy LiveWire”), a wholly-owned subsidiary of H-D. Pursuant to the terms of the Business Combination Agreement: (a) ABIC migrated to and domesticated as a Delaware corporation (“Domesticated ABIC”) (the “Domestication”), in connection with which all of the ABIC’s (i) outstanding ordinary shares were converted, on a one-for-one basis, into common stock, par value $0.0001 per share, of Domesticated ABIC, (ii) outstanding warrants were converted, on a one-for-one basis, into warrants to acquire one share each of common stock of Domesticated ABIC and (iii) outstanding units were canceled and instead entitle the holder thereof to, per unit, one share of common stock of Domesticated ABIC and one-half of one warrant of Domesticated ABIC; (b) H-D and Legacy LiveWire consummated the separation (the “Separation”) of the Legacy LiveWire business and the other transactions contemplated by the Separation Agreement (the “Separation Agreement”); (c) following the Domestication and immediately following the Separation, Merger Sub merged with and into Domesticated ABIC, with Domesticated ABIC surviving as a direct, wholly owned subsidiary of the Company (the “Merger”), and the Company continuing as the public company in the Merger, with each share of common stock of Domesticated ABIC being converted into the right of the holder thereof to receive one share of common stock, par value $0.0001 (“Common Stock”); (d) immediately following the Merger, H-D caused all of the membership interests of Legacy LiveWire (“Legacy LiveWire Equity” ) held by ElectricSoul, LLC (the “Legacy LiveWire Equityholder”), a Delaware limited liability company and a subsidiary of H-D, to be contributed to the Company in exchange for 161,000,000 shares of Common Stock and the right to receive up to an additional 12,500,000 shares of Common Stock in the future (the “Earn-Out Shares”, and the transactions contemplated by this clause (d), collectively, the “Exchange”), and as a result of the Exchange, Legacy LiveWire became a direct, wholly owned subsi diary of the Company; (e) immediately following the consummation of the Exchange, the Company contributed 100% of the outstanding equity interests of Legacy LiveWire to Domesticated ABIC (clauses (a) through (e) collectively, the “Business Combination”). Pursuant to investment agreements entered into in connection with the Business Combination Agreement, the KYMCO Group agreed to subscribe for an aggregate of 10,000,000 newly-issued shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $100 million (the “KYMCO PIPE Investment”). Pursuant to the Business Combination Agreement, and an investment agreement entered into prior to the Closing, the Legacy LiveWire Equityholder agreed to subscribe for an aggregate of 10,000,000 newly-issued shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $100 million (the “Legacy LiveWire Equityholder PIPE Investment” and, together with the KYMCO PIPE Investment, the “PIPE Investments”). At the Closing, the Company consummated the PIPE Investments. Pursuant to the Business Combination Agreement, H-D caused the Legacy LiveWire Equityholder to pay and deliver to the Company an amount in cash equal to $100 million, which is the H-D Backstop Amount (as defined in the Business Combination Agreement) in exchange for 10,000,000 shares of Common Stock (the “H-D Backstop Shares”) at a purchase price of $10.00 per H-D Backstop Share. Additionally, H-D was reimbursed for $20.1 million of transaction costs and advisory fees incurred through a reduction of the proceeds provided. In connection with the Business Combination, H-D has the right to receive up to an additional 12,500,000 shares of the Company's Common stock as Earn-Out Shares upon the occurrence of certain triggering events: (i) a one-time issuance of 6,250,000 Earn Out Shares if the volume-weighted average price (“VWAP”) of Common Stock is greater than or equal to $14.00 over any 20 trading days within any 30 consecutive trading day period; and (ii) a one-time issuance of 6,250,000 Earn Out Shares if the VWAP of Common Stock is greater than or equal to $18.00 over any 20 trading days within any 30 consecutive trading-day period ((i) and (ii) each, a “Triggering Event”), in each case, during a period beginning 18 months from the Closing Date and expiring five years thereafter (the “Earn Out Period”). After giving effect to the PIPE Investments of $200 million, the H-D Backstop Amount of $100 million (less $20.1 million of transaction costs and advisory fees incurred by H-D through a reduction of the proceeds provided), and ABIC’s remaining cash held in trust account and operating cash in aggregate of $13.8 million (net of the special purpose acquisition company (“SPAC”) share redemption amount of $368.1 million and payment of transaction costs incurred by ABIC of $20.6 million), the Business Combination resulted in net proceeds of approximately $293.7 million. After giving effect to the Business Combination, the redemption of Initial Shares as described above, the issuance of the H-D Backstop Shares and the consummation of the PIPE Investments, there were 202,402,888 shares of Common Stock issued and outstanding. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7, Warrant Liabilities. The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC has been treated as the acquired company for financial reporting purposes. The net assets of ABIC were stated at carrying value, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy LiveWire. Throughout the notes to the Consolidated financial statements, unless otherwise noted, the “Company” and similar terms refer to Legacy LiveWire and its subsidiaries prior to the consummation of the Business Combination, and LiveWire and its subsidiaries after the consummation of the Business Combination. References to ABIC refer to the SPAC entity prior to consummation of the Business Combination. Operating results for the periods presented prior to the consummation of the Business Combination represent those of Legacy LiveWire. Basis of Presentation In the opinion of the Company’s management, the accompanying unaudited interim Consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Consolidated balance sheet as of March 31, 2023, and the Consolidated statements of operations and comprehensive loss, the Consolidated statements of cash flows, and the Consolidated statements of shareholders’ equity for the three months ended March 31, 2023 and March 27, 2022. Certain information and disclosures normally included in complete financial statements have been condensed or omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting. These unaudited Consolidated financial statements should be read in conjunction with the audited Consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the Consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. All intercompany transactions within the Company have been eliminated in preparing the Consolidated financial statements. On September 26, 2022, the Company consummated the Separation and Business Combination and became a standalone publicly traded company, and its financial statements are now presented on a Consolidated basis. Prior to the Separation and Business Combination on September 26, 2022, the Company's historical combined financial statements were prepared on a standalone carve-out basis and were derived from H-D's Consolidated financial statements and accounting records. The financial statements for all periods presented, including historical periods prior to September 26, 2022, are now referred to as “Consolidated financial statements”, and have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. For such periods prior to the Separation, certain corporate and shared costs were allocated to the Company based on a specific identification basis, or when specific identification was not practicable, a proportional cost allocation method. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Standards | New Accounting Standards Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or service to a customer. Revenue is measured based on the consideration that the Company expects to be entitled to in exchange for the goods or services transferred. Taxes that are collected from a customer concurrent with revenue-producing activities are excluded from revenue. Disaggregated revenue, net by major source was as follows (in thousands): Three months ended March 31, March 27, Electric Motorcycles Electric motorcycles $ 1,411 $ 2,108 Parts, accessories and apparel 71 208 $ 1,482 $ 2,316 STACYC Electric balance bikes $ 5,508 $ 7,322 Parts, accessories and apparel 772 763 $ 6,280 $ 8,085 Total Revenue, net $ 7,762 $ 10,401 Revenue from the sale of electric motorcycles, electric balance bikes as well as parts and accessories and apparel are recorded when control is transferred to the customer, generally at the time of shipment to independent dealers and distributors or at the time of delivery to retail customers. The Company offers sales incentive programs to independent dealers and retail customers designed to promote the sale of its products. The Company estimates its variable consideration related to its sales incentive programs using the expected value method. The Company accounts for consideration payable to a customer as part of its sales incentives as a reduction of revenue, which is accrued at the later of the date the related sale is recorded or the date the incentive program is both approved and communicated. The Company offers the right to return eligible parts and accessories and apparel. When the Company offers a right to return, it estimates returns based on an analysis of historical trends and records revenue on the initial sale only in the amount that it expects to be entitled. The remaining consideration is deferred in a refund liability account. The refund liability is remeasured for changes in the estimate at each reporting date with a corresponding adjustment to revenue. Variable consideration related to sales incentives and rights to return is adjusted at the earliest of when the amount of consideration the Company expects to receive changes, or the consideration becomes fixed. Adjustments for variable consideration related to previously recognized sales were not material during the three months ended March 31, 2023 and March 27, 2022. Shipping and handling costs associated with freight after control of a product has transferred to a customer are accounted for as fulfillment costs. The Company accrues for the shipping and handling in the same period that the related revenue is recognized. The Company offers standard, limited warranties on its electric motorcycles, electric balance bikes, and parts and accessories. These warranties provide assurance that the product will function as expected and are not separate performance obligations. The Company accounts for estimated warranty costs as a liability when control of the product transfers to the customer. Contract Liabilities The Company maintains certain contract liability balances related to payments received at contract inception in advance of the Company’s performance under the contract that generally relates to customer deposits for electric balance bikes and electric motorcycles. Contract liabilities are recognized as revenue once the Company performs under the contract. Contract liabilities of $177 thousand and $163 thousand were included in Accrued liabilities in the Company's Consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively. Previously recorded contract liabilities recognized as revenue in the three months ended March 31, 2023 and March 27, 2022 was $78 thousand and $1,290 thousand, respectively. The Company expects to recognize all $177 thousand of the remaining unearned revenue in 2023. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective income tax rate for the three months ended March 31, 2023 was 0% compared to (0.4)% for the three months ended March 27, 2022. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding. Diluted EPS is computed using the weighted-average number of shares of common stock, plus the effect of potentially dilutive securities. The Company applies the treasury method to calculate the dilution impact of employee stock compensation awards. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share as all of the potentially dilutive shares were anti-dilutive in those periods. Computation of basic and diluted earnings per share was as follows (in thousands, except per share amounts): Three months ended March 31, March 27, Net loss $ (21,147) $ (15,979) Basic weighted-average shares outstanding 202,404 161,000 Effect of dilutive securities – Warrants — — Effect of dilutive securities – employee stock compensation awards — — Diluted weighted-average shares outstanding 202,404 161,000 Earnings per share: Basic $ (0.10) $ (0.10) Diluted $ (0.10) $ (0.10) Prior to the Business Combination date, the Company did not have any issued and outstanding common stock or any common share equivalents. Accordingly, for the three months ended March 27, 2022, the net loss per share was calculated based on the 161,000,000 shares of Common Stock distributed to H-D in exchange for the membership interests of Legacy LiveWire. At the time of the Business Combination, additional shares of Common Stock were issued, which are reflected in the weighted average number of shares of common stock outstanding as of March 31, 2023. Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including unvested restricted stock units (“RSUs”), unvested performance share units (“PSUs”), and Warrants (as defined in Note 7, Warrant Liabilities). Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. For the three months ended March 31, 2023, employee stock compensation plan awards representing 274 thousand underlying common shares were excluded from the computation of diluted net loss per share because |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Additional Balance Sheet Information | Additional Balance Sheet Information Inventories are valued at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method for electric motorcycles and related products and average costing method for electric balance bikes. Inventories, net consisted of the following (in thousands): March 31, December 31, Raw materials and work in process $ 1,530 $ 48 Electric motorcycles and electric balance bikes 26,189 25,291 Parts and accessories and apparel 3,383 3,876 Inventories, net $ 31,102 $ 29,215 Accrued liabilities primarily include accrued payroll and employee benefits of $3,455 thousand, accrued engineering costs of $2,804 thousand, and accrued capital expenditures of $5,305 thousand as of March 31, 2023. Accrued liabilities primarily include accrued payroll and employee benefits of $4,641 thousand, accrued engineering costs of $4,377 thousand, and accrued capital expenditures of $7,748 thousand as of December 31, 2022. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | Warrant Liabilities Upon consummation of the Business Combination, the Company assumed 30,499,990 Warrants to purchase the Company’s Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of ABIC’s IPO of units (the “Public Warrants”) and 10,500,000 of outstanding warrants originally issued in a private placement in connection with the IPO of ABIC (the “Private Placement Warrants”, collectively with the Public Warrants, the “Warrants”). The Warrants expire five years from the completion of the Business Combination. There were 19,999,990 Public Warrants and 10,500,000 Private Warrants outstanding as of March 31, 2023 and December 31, 2022, respectively. There were no exercises or redemptions of the Public or Private Warrants during the three months ended March 31, 2023. The Company recognized income of $1,068 thousand as a change in fair value of warrant liabilities in the Consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023. The Company determined the Public Warrants and Private Placement Warrants do not meet the criteria to be classified in stockholders’ equity and the fair value of the warrants should be classified as a liability. The Company’s Warrant liability was $7,320 thousand and $8,388 thousand as of March 31, 2023 and December 31, 2022, respectively. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The Company assesses the inputs used to measure fair value using a three-tier hierarchy. • Level 1 inputs include quoted prices for identical instruments and are the most observable. • Level 2 inputs include quoted prices for similar assets and observable inputs. • Level 3 inputs are not observable in the market and include the Company’s judgments about the assumptions market participants would use in pricing the asset or liability. The Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 232,000 $ — $ — $ 232,000 Liabilities: Public Warrants $ 4,800 $ — $ — $ 4,800 Private Placement Warrants — 2,520 — 2,520 Share-based awards settled in cash 576 — — 576 $ 5,376 $ 2,520 $ — $ 7,896 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 257,000 $ — $ — $ 257,000 Liabilities: Public Warrants $ 5,500 $ — $ — $ 5,500 Private Placement Warrants — 2,888 — 2,888 Share-based awards settled in cash 1,618 — — 1,618 $ 7,118 $ 2,888 $ — $ 10,006 There were no significant assets or liabilities on the Company’s Consolidated balance sheets measured at fair value on a nonrecurring basis. Recurring Fair Value Measurements Warrant Liabilities The Public Warrants are publicly traded under the symbol “LVWR WS”, and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The fair value of the Private Placement Warrants was determined using the closing price of the Public Warrants as the Private Placement Warrants have terms and provisions that are economically similar to those of the Public Warrants. The Private Placement Warrants are classified as Level 2 of the fair value hierarchy due to the use of an observable market quote for a similar asset in an active market. Other Fair Value Measurements The fair value of financial instruments classified as Cash and cash equivalents, Accounts receivable, net, and Accounts payable on the Consolidated balance sheets approximate carrying value due to the short-term nature and the relative liquidity of the instruments. |
Product Warranty and Recall Cam
Product Warranty and Recall Campaigns | 3 Months Ended |
Mar. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranty and Recall Campaigns | Product Warranty and Recall CampaignsThe Company provides a limited warranty on new electric motorcycles for a period of two years, except for the battery which is covered for five years. The Company also provides limited warranties on parts and accessories and electric balance bikes. The warranty coverage for the retail customer generally begins when the product is sold to the retail customer. The Company accrues for future warranty claims at the time of sale using an estimated cost based primarily on historical Company claim information. In the case of both warranty and recall costs, as actual experience becomes available it is used to update the accruals. Additionally, the Company may from time-to-time initiate certain voluntary recall campaigns. The Company records estimated recall costs when the liability is both probable and estimable. This generally occurs when the Company’s management approves and commits to a recall. The warranty and recall liability are included in Accrued liabilities and Other long-term liabilities on the Consolidated balance sheets. Changes in the Company’s warranty and recall liability were as follows (in thousands): Three months ended March 31, March 27, Balance, beginning of period $ 566 $ 1,095 Warranties issued during the period 69 31 Settlements made during the period (32) (138) Currency Translation Adjustments — (16) Recalls and changes to pre-existing warranty liabilities (3) 108 Balance, end of period $ 600 $ 1,080 There was no liability for recall campaigns as of March 31, 2023 and December 31, 2022, respectively. As of March 27, 2022, a liability for pre-transaction recall campaigns of $268 thousand related to certain H-D branded electric motorcycles was retained by H-D in connection with the Separation and Business Combination. |
Employee Benefit Plans and Othe
Employee Benefit Plans and Other Postretirement Benefits | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans and Other Postretirement Benefits | Employee Benefit Plans and Other Postretirement Benefits Defined Contribution Plans On March 1, 2022, the Company established a LiveWire 401(k) plan for the benefit of the Company's employees. In connection with the establishment of the LiveWire 401(k) plan, H-D made all employer contributions to its 401(k) plan on behalf of the Company's employees, prorated for the portion of the plan year ending March 1, 2022. Upon establishment of the LiveWire 401(k) plan, each of the Company's employees then-participating in H-D's 401(k) plan became fully vested in his or her account balance under H-D's 401(k) plan and their account balances under H-D's 401(k) plan were transferred to the LiveWire 401(k) plan. The Company expensed $764 thousand and $412 thousand for the three months ended March 31, 2023 and March 27, 2022, respectively, related to defined contribution benefits plans contributions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies – The Company is subject to claims related to product and other commercial matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. Refer to Note 9, Product Warranty and Recall Campaigns, for a discussion of warranty and recall liabilities. The Company had no material product liability claims as of March 31, 2023 and December 31, 2022, respectively. Litigation and Other Claims – The Company from time to time may be subject to lawsuits and other claims related to product, commercial, employee, environmental and other matters in the normal course of business. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. The Company, through H-D, also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and there are no material exposures to loss in excess of amounts accrued and insured for losses related to these matters. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In connection with the Business Combination, the Company entered into a number of agreements with H-D to govern the Separation and provide a framework for the relationship between the parties going forward pursuant to which the Company and/or H-D have continuing obligations to each other . All transactions with H-D subsequent to the Business Combination are considered related party transactions. Agreements that the Company entered into in connection with the Separation that resulted in related party transactions include the Transition Services Agreement, Master Services Agreement, Contract Manufacturing Agreement, Joint Development Agreement, and Tax Matters Agreement. Refer to Note 16, Related Party Transactions, of the Consolidated financial statements in the Company’s 2022 Form 10-K for additional details on the agreements entered into by the Company as part of the Separation. Related Party Sales and Purchases in the Ordinary Course of Business Transactions Associated with Service Agreements with H-D During the three months ended March 31, 2023, there were $3,397 thousand in expenses associated with services rendered in conjunction with the various service agreements with H-D, which are presented within Selling, administrative and engineering on the Consolidated statements of operations and comprehensive loss. As of March 31, 2023 and December 31, 2022, there was $7,625 thousand and $5,733 thousand due to H-D and presented as Accounts payable to related party on the Consolidated balance sheets, respectively. Of the amount outstanding to H-D as of March 31, 2023, $4,638 thousand is associated with inventory purchased under the Contract Manufacturing Agreement and $2,987 thousand is associated with services under the various service agreements with H-D. Of the amount outstanding to H-D as of December 31, 2022, $1,942 thousand is associated with inventory purchased under the Contract Manufacturing Agreement and $3,791 thousand is associated with services under the various service agreements with H-D. During the three months ended March 31, 2023 , the Company purchased $4,600 thousand of inventory from H-D as part of the Contract Manufacturing Agreement, all of which was payable as of March 31, 2023. Other transactions Sales of electric motorcycles and related products to independent dealers are primarily financed through HDFS, a wholly owned subsidiary of H-D; therefore, the Company’s accounts receivable related to these sales are recorded in Accounts receivable from related party on the Consolidated balance sheets . Amounts financed through HDFS, not yet remitted to the Company by HDFS are generally settled within 30 days. As of March 31, 2023 and December 31, 2022, there is $836 thousand and $388 thousand due from HDFS, which is presented as Accounts receivable from related party on the Consolidated balance sheets, respectively. During the three months ended March 31, 2023, the Company recorded $5 thousand in related party sales between the Company and H-D with $3 thousand in cost of sales. All sales were for the STACYC segment who sells electric balance bikes to H-D dealers. As of March 31, 2023 and December 31, 2022, there was $5 thousand and $137 thousand due from H-D, which is presented as Accounts receivable from related party on the Consolidated balance sheets, respectively. On September 26, 2022, the Company entered into a lease agreement with H-D to sublease a Product Development Center. This is classified as an operating lease. As of March 31, 2023, the right of use asset included within Lease assets, short-term lease liability included within Current portion of lease liabilities, and long-term lease liability included within Long-term portion of lease liabilities in the Consolidated balance sheets were $364 thousand, $141 thousand, and $222 thousand, respectively. As of December 31, 2022, the right of use asset included within Lease assets, short-term lease liability included within Current portion of lease liabilities, and long-term lease liability included within Long-term portion of lease liabilities in the Consolidated balance sheets were $398 thousand, $140 thousand, and $258 thousand, respectively. In addition, the Company incurred $44 thousand in rent expense during the three months ended March 31, 2023, which is included within Selling, administrative and engineering expense on the Consolidated statements of operations and comprehensive loss. Prior to the Separation, the Company did not operate as a standalone business and the Consolidated financial statements were derived from the Consolidated financial statements and accounting records of H-D. The following disclosure summarizes activity between the Company and H-D prior to the Business Combination. Allocation of Expenses and Related Party Activity Prior to the Separation Prior to the Business Combination, certain costs were allocated to the Company and are reflected as expenses in the Consolidated statements of operations and comprehensive loss. The Company considers the allocation methodologies used to be reasonable, such that the allocations appropriately reflected H-D’s historical expenses attributable to the Company for purposes of the Consolidated financial statements. However, the expenses reflected in the Consolidated financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had historically operated as a stand-alone independent entity. Manufacturing cost of sales The Company’s electric motorcycles are produced in manufacturing facilities shared with H-D. Certain costs of goods sold for shared facilities and shared manufacturing of $863 thousand for the three months ended March 27, 2022 were specifically identified or allocated, mainly based on standard cost of production. Operating expense allocation H-D provided technology support, marketing, engineering, shared assets, finance, and other corporate and administrative services such as treasury, human resources, and legal, to the Company. These expenses of $290 thousand for the three months ended March 27, 2022 have been allocated to the Company and are included in Selling, administrative and engineering expense in the Consolidated statements of operations and comprehensive loss, where direct assignment of costs incurred by H-D was not possible or practical. These costs were allocated using related drivers associated with the nature of the business, such as gross revenue and wholesale motorcycle shipments. As a result, the allocations of these costs fluctuated based on changes in these drivers. Other cost allocation metrics, such as headcount and square footage, were not deemed appropriate given the Company’s reliance on facilities and personnel that are shared with H-D. Cash management and financing Prior to the Business Combination, the Company’s treasury function maintained by H-D utilized a centralized approach to cash management and the financing of its operations. Under this centralized cash management approach, H-D provided funds to the Company. During the three months ended March 27, 2022, the Company borrowed $12,000 thousand under lines of credit agreements with H-D prior to their final settlement on June 24, 2022 through Net Parent company investment. Cash transfers from H-D related to services and funding for operations provided by H-D were $18,723 thousand for the three months ended March 27, 2022. Net contributions from H-D are included within Net Parent company investment in the Consolidated statements of shareholders' equity. |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments The Company operates in two segments: Electric Motorcycles and STACYC. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations. The Electric Motorcycles segment consists of the business activities related to the design and sales of electric motorcycles. The Electric Motorcycles segment also sells electric motorcycle parts, accessories, and apparel. The Company’s products are sold at wholesale to a network of independent dealers and at retail through a Company-owned dealer and through online sales, primarily in the United States. The STACYC segment consists of the business activities related to the design and sales of the STACYC brand of electric balance bikes for kids. The STACYC segment also sells electric balance bike parts, accessories and apparel. STACYC products are sold in the U.S., Canada, Australia and Europe. The STACYC segment products are sold through independent retail partners in the U.S., including powersports dealers, H-D dealers, bicycle retailers and direct to consumers online. In Australia and Europe, STACYC sells its products through independent distributors. Selected segment information is set forth below (in thousands): Three months ended March 31, March 27, Electric Motorcycles Revenue, net $ 1,482 $ 2,316 Cost of goods sold 2,440 5,073 Selling, administrative and engineering expense 23,811 13,926 Operating loss (24,769) (16,683) STACYC Revenue, net 6,280 8,085 Cost of goods sold 4,058 5,275 Selling, administrative and engineering expense 2,360 1,826 Operating income (loss) (138) 984 Operating loss $ (24,907) $ (15,699) |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Standards | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregated revenue, net by major source was as follows (in thousands): Three months ended March 31, March 27, Electric Motorcycles Electric motorcycles $ 1,411 $ 2,108 Parts, accessories and apparel 71 208 $ 1,482 $ 2,316 STACYC Electric balance bikes $ 5,508 $ 7,322 Parts, accessories and apparel 772 763 $ 6,280 $ 8,085 Total Revenue, net $ 7,762 $ 10,401 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of Earnings Per Share Basic and Diluted | Computation of basic and diluted earnings per share was as follows (in thousands, except per share amounts): Three months ended March 31, March 27, Net loss $ (21,147) $ (15,979) Basic weighted-average shares outstanding 202,404 161,000 Effect of dilutive securities – Warrants — — Effect of dilutive securities – employee stock compensation awards — — Diluted weighted-average shares outstanding 202,404 161,000 Earnings per share: Basic $ (0.10) $ (0.10) Diluted $ (0.10) $ (0.10) |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories, Net | Inventories, net consisted of the following (in thousands): March 31, December 31, Raw materials and work in process $ 1,530 $ 48 Electric motorcycles and electric balance bikes 26,189 25,291 Parts and accessories and apparel 3,383 3,876 Inventories, net $ 31,102 $ 29,215 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 232,000 $ — $ — $ 232,000 Liabilities: Public Warrants $ 4,800 $ — $ — $ 4,800 Private Placement Warrants — 2,520 — 2,520 Share-based awards settled in cash 576 — — 576 $ 5,376 $ 2,520 $ — $ 7,896 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 257,000 $ — $ — $ 257,000 Liabilities: Public Warrants $ 5,500 $ — $ — $ 5,500 Private Placement Warrants — 2,888 — 2,888 Share-based awards settled in cash 1,618 — — 1,618 $ 7,118 $ 2,888 $ — $ 10,006 |
Product Warranty and Recall C_2
Product Warranty and Recall Campaigns (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Warranty and Recall Liability | Changes in the Company’s warranty and recall liability were as follows (in thousands): Three months ended March 31, March 27, Balance, beginning of period $ 566 $ 1,095 Warranties issued during the period 69 31 Settlements made during the period (32) (138) Currency Translation Adjustments — (16) Recalls and changes to pre-existing warranty liabilities (3) 108 Balance, end of period $ 600 $ 1,080 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Information by Industry Segment | Selected segment information is set forth below (in thousands): Three months ended March 31, March 27, Electric Motorcycles Revenue, net $ 1,482 $ 2,316 Cost of goods sold 2,440 5,073 Selling, administrative and engineering expense 23,811 13,926 Operating loss (24,769) (16,683) STACYC Revenue, net 6,280 8,085 Cost of goods sold 4,058 5,275 Selling, administrative and engineering expense 2,360 1,826 Operating income (loss) (138) 984 Operating loss $ (24,907) $ (15,699) |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Sep. 26, 2022 USD ($) d $ / shares shares | Mar. 31, 2023 segment $ / shares shares | Mar. 27, 2022 shares | Dec. 31, 2022 $ / shares shares | |
Business Acquisition | ||||
Number of reportable segments (segment) | segment | 2 | |||
Recapitalization exchange ratio | 1 | |||
Common stock stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock sold ( in shares) | shares | 161,000,000 | 161,000,000 | ||
Proceeds sale | $ 200 | |||
Net proceeds from various related parties | $ 293.7 | |||
Common stock, share outstanding (in shares) | shares | 202,402,888 | 202,409,000 | 202,403,000 | |
Common stock issued (in shares) | shares | 202,402,888 | 202,409,000 | 202,403,000 | |
KYMCO Group | ||||
Business Acquisition | ||||
Common stock sold ( in shares) | shares | 10,000,000 | |||
Sale of stock, price (in dollars per share) | $ / shares | $ 10 | |||
Proceeds sale | $ 100 | |||
Legacy Live Wire | ||||
Business Acquisition | ||||
Common stock sold ( in shares) | shares | 10,000,000 | |||
Sale of stock, price (in dollars per share) | $ / shares | $ 10 | |||
Proceeds sale | $ 100 | |||
Harley Davidson | ||||
Business Acquisition | ||||
Payments of reverse capitalization | 20.1 | |||
Harley Davidson | Affiliated Entity | ||||
Business Acquisition | ||||
Payment of advisory fees | 20.1 | |||
ABIC | ||||
Business Acquisition | ||||
Cash acquired through reverse capitalization | 13.8 | |||
Share redemption, value | 368.1 | |||
Transaction cost | $ 20.6 | |||
Earn Out Shares | ||||
Business Acquisition | ||||
Derivative instrument, contingent consideration, liability (in shares) | shares | 12,500,000 | |||
Earn Out Shares | Derivative Instrument, Period, One | ||||
Business Acquisition | ||||
Derivative instrument, contingent consideration, liability (in shares) | shares | 6,250,000 | |||
Trigger price (in dollars per share) | $ / shares | $ 14 | |||
Trading days | d | 20 | |||
Consecutive trading days | d | 30 | |||
Earn Out Shares | Derivative Instrument, Period, Two | ||||
Business Acquisition | ||||
Derivative instrument, contingent consideration, liability (in shares) | shares | 6,250,000 | |||
Trigger price (in dollars per share) | $ / shares | $ 18 | |||
Trading days | d | 20 | |||
Consecutive trading days | d | 30 | |||
Back Stop Share | ||||
Business Acquisition | ||||
Derivative instrument, contingent consideration, liability (in shares) | shares | 10,000,000 | |||
Derivative instrument, contingent consideration, liability | $ 100 | |||
Derivative instrument, contingent consideration, liability (in dollars per shares) | $ / shares | $ 10 | |||
Back Stop Share | Harley Davidson | ||||
Business Acquisition | ||||
Derivative instrument, contingent consideration, liability | $ 100 | |||
ABIC | ||||
Business Acquisition | ||||
Recapitalization exchange ratio | 1 | |||
Common stock stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||
ABIC | Legacy Live Wire | ||||
Business Acquisition | ||||
Ownership interest acquired (percent) | 100% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | |
Disaggregation of Revenue | ||
Revenue, net | $ 7,762 | $ 10,401 |
Electric Motorcycles | ||
Disaggregation of Revenue | ||
Revenue, net | 1,482 | 2,316 |
STACYC | ||
Disaggregation of Revenue | ||
Revenue, net | 6,280 | 8,085 |
Electric motorcycles | Electric Motorcycles | ||
Disaggregation of Revenue | ||
Revenue, net | 1,411 | 2,108 |
Parts, accessories and apparel | Electric Motorcycles | ||
Disaggregation of Revenue | ||
Revenue, net | 71 | 208 |
Parts, accessories and apparel | STACYC | ||
Disaggregation of Revenue | ||
Revenue, net | 772 | 763 |
Electric balance bikes | STACYC | ||
Disaggregation of Revenue | ||
Revenue, net | $ 5,508 | $ 7,322 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 27, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue | |||
Deferred revenue | $ 177 | $ 163 | |
Deferred revenue on consolidated balance sheet | 78 | $ 1,290 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||
Disaggregation of Revenue | |||
Remaining unearned revenue | $ 177 | ||
Revenue recognized over remaining contract term | 9 months |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0% | (0.40%) |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | |
Numerator: | ||
Net loss | $ (21,147) | $ (15,979) |
Denominator: | ||
Basic weighted-average shares outstanding (in shares) | 202,404 | 161,000 |
Effect of dilutive securities – Warrants (in shares) | 0 | 0 |
Effect of dilutive securities – employee stock compensation awards (in shares) | 0 | 0 |
Diluted weighted-average shares outstanding (in shares) | 202,404 | 161,000 |
Earnings per share: | ||
Basic (in dollars per share) | $ (0.10) | $ (0.10) |
Diluted (in dollars per share) | $ (0.10) | $ (0.10) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | ||
Sep. 26, 2022 | Mar. 31, 2023 | Mar. 27, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock sold ( in shares) | 161,000,000 | 161,000,000 | |
Antidilutive securities (in shares) | 54,090,000 | ||
Employee Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 274,000 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Raw materials and work in process | $ 1,530 | $ 48 |
Parts and accessories and apparel | 3,383 | 3,876 |
Inventories, net | 31,102 | 29,215 |
Electric Motorcycles And Electric Balance Bikes | ||
Inventory [Line Items] | ||
Electric motorcycles and electric balance bikes | $ 26,189 | $ 25,291 |
Additional Balance Sheet Info_4
Additional Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Payroll and employee benefits | $ 3,455 | $ 4,641 |
Engineering | 2,804 | 4,377 |
Accrued capital expenditures | $ 5,305 | $ 7,748 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 27, 2022 | Dec. 31, 2022 | Sep. 26, 2022 | |
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | 30,499,990 | |||
Income from change in fair value of warrant | $ 1,068 | $ 0 | ||
Warrant liabilities | $ 7,320 | $ 8,388 | ||
Public Warrants | ||||
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | 19,999,990 | 19,999,990 | 19,999,990 | |
Warrants outstanding term | 5 years | |||
Private Warrant | ||||
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | 10,500,000 | 10,500,000 | 10,500,000 |
Fair Value - Summary Of Assets
Fair Value - Summary Of Assets And Liabilities Measured At Fair Value On A Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Share-based awards settled in cash | $ 576 | $ 1,618 |
Liabilities, net | 7,896 | 10,006 |
Public Warrants | ||
Liabilities: | ||
Warrants | 4,800 | 5,500 |
Private Placement Warrants | ||
Liabilities: | ||
Warrants | 2,520 | 2,888 |
Money market funds | ||
Assets: | ||
Money market funds | 232,000 | 257,000 |
Level 1 | ||
Liabilities: | ||
Share-based awards settled in cash | 576 | 1,618 |
Liabilities, net | 5,376 | 7,118 |
Level 1 | Public Warrants | ||
Liabilities: | ||
Warrants | 4,800 | 5,500 |
Level 1 | Private Placement Warrants | ||
Liabilities: | ||
Warrants | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Money market funds | 232,000 | 257,000 |
Level 2 | ||
Liabilities: | ||
Share-based awards settled in cash | 0 | 0 |
Liabilities, net | 2,520 | 2,888 |
Level 2 | Public Warrants | ||
Liabilities: | ||
Warrants | 0 | 0 |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Warrants | 2,520 | 2,888 |
Level 2 | Money market funds | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Share-based awards settled in cash | 0 | 0 |
Liabilities, net | 0 | 0 |
Level 3 | Public Warrants | ||
Liabilities: | ||
Warrants | 0 | 0 |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Warrants | 0 | 0 |
Level 3 | Money market funds | ||
Assets: | ||
Money market funds | $ 0 | $ 0 |
Product Warranty and Recall C_3
Product Warranty and Recall Campaigns - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 27, 2022 | Dec. 31, 2021 | |
Guarantor Obligations | ||||
Liability for recall campaigns | $ 600 | $ 566 | $ 1,080 | $ 1,095 |
Electric motorcycles | ||||
Guarantor Obligations | ||||
Standard product warranty, period | 2 years | |||
Battery For Electric Motorcycles | ||||
Guarantor Obligations | ||||
Standard product warranty, period | 5 years | |||
Recall Campaign | ||||
Guarantor Obligations | ||||
Liability for recall campaigns | $ 0 | $ 0 | $ 268 |
Product Warranty and Recall C_4
Product Warranty and Recall Campaigns - Warranty and Recall Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | |
Movement in Standard Product Warranty Accrual | ||
Balance, beginning of period | $ 566 | $ 1,095 |
Warranties issued during the period | 69 | 31 |
Settlements made during the period | (32) | (138) |
Currency Translation Adjustments | 0 | (16) |
Recalls and changes to pre-existing warranty liabilities | (3) | 108 |
Balance, end of period | $ 600 | $ 1,080 |
Employee Benefit Plans and Ot_2
Employee Benefit Plans and Other Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | |
Retirement Benefits [Abstract] | ||
Defined contribution benefit plans | $ 764 | $ 412 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | Dec. 31, 2022 | |
Related Party Transaction | |||
Accounts payable to related party | $ 7,625 | $ 5,733 | |
Inventory purchased from related party | 4,638 | 1,942 | |
Lease assets | 2,878 | 3,128 | |
Operating lease, liability, current | 1,392 | 1,312 | |
Operating lease, liability, noncurrent | 1,580 | 1,913 | |
Manufacturing costs | $ 863 | ||
Operating expenses | 290 | ||
Related party debt borrowings | 0 | 12,000 | |
Capital contribution from parent | 0 | 18,723 | |
Harley Davidson Inc. | |||
Related Party Transaction | |||
Related party expenses | 3,397 | ||
Inventory purchased from related party | 4,600 | ||
Service from related party | 2,987 | 3,791 | |
Due from related party | 5 | 137 | |
Revenue from related party | 5 | ||
Related party, cost of sales | 3 | ||
Lease assets | 364 | 398 | |
Operating lease, liability, current | 141 | 140 | |
Operating lease, liability, noncurrent | 222 | 258 | |
Operating lease, rent expense | 44 | ||
Harley Davidson Inc. | Electric motorcycles | |||
Related Party Transaction | |||
Due from related party | $ 836 | $ 388 | |
Harley Davidson Inc. | Line of Credit | |||
Related Party Transaction | |||
Related party debt borrowings | $ 12,000 |
Reportable Segments - Narrative
Reportable Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (segment) | 2 |
Reportable Segments - Informati
Reportable Segments - Information By Strategic Business Units (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 27, 2022 | |
Segment Reporting Information | ||
Revenue, net | $ 7,762 | $ 10,401 |
Cost of goods sold | 6,498 | 10,348 |
Selling, administrative and engineering expense | 26,171 | 15,752 |
Operating loss | (24,907) | (15,699) |
Electric Motorcycles | ||
Segment Reporting Information | ||
Revenue, net | 1,482 | 2,316 |
Cost of goods sold | 2,440 | 5,073 |
Selling, administrative and engineering expense | 23,811 | 13,926 |
Operating loss | (24,769) | (16,683) |
STACYC | ||
Segment Reporting Information | ||
Revenue, net | 6,280 | 8,085 |
Cost of goods sold | 4,058 | 5,275 |
Selling, administrative and engineering expense | 2,360 | 1,826 |
Operating loss | $ (138) | $ 984 |