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 and six months ended June 30, 2023, there were $3,957 thousand and $8,189 thousand, respectively, 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 June 30, 2023 and December 31, 2022, there was $16,324 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 June 30, 2023, $5,632 thousand is associated with inventory purchased under the Contract Manufacturing Agreement, $6,992 thousand is associated with services under the various service agreements with H-D, and $3,700 thousand related to a liability for excess inventory components held by H-D that the Company expects to be obligated to reimburse H-D under the terms of the Contract Manufacturing Agreement. 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 and six months ended June 30, 2023 , the Company purchased $1,040 thousand and $5,640 thousand, respectively, of inventory from H-D as part of the Contract Manufacturing Agreement. Other transactions Sales of electric motorcycles and related products to independent dealers and customers are primarily financed through Harley-Davidson Financial Services (“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 June 30, 2023 and December 31, 2022, there is $399 thousand and $388 thousand due from HDFS and other related receivables due from H-D, which is presented as Accounts receivable from related party on the Consolidated balance sheets, respectively. During the three and six months ended June 30, 2023, the Company recorded $5 thousand and $10 thousand, respectively, in related party sales between the Company and H-D with $3 thousand and $6 thousand, respectively, in cost of sales. All sales were for the STACYC segment which sells electric balance bikes to H-D. As of June 30, 2023 and December 31, 2022, there was $7 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 June 30, 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 $329 thousand, $143 thousand, and $186 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 and $88 thousand, respectively, in rent expense during the three and six months ended June 30, 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. 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 $1,945 thousand and $2,808 thousand, respectively, for the three and six months ended June 26, 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 $1,417 thousand and $1,707 thousand, respectively, for the three and six months ended June 26, 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 six months ended June 26, 2022, the Company borrowed $15,333 thousand under lines of credit agreements with H-D. Pursuant to the Separation Agreement, H-D elected to settle all notes payable to related party outstanding as of June 24, 2022, including accrued interest, through capital contribution and without any cash being exchanged between the Company and H-D. The settlement includes the principal amount and accrued interest of $20,766 thousand and $844 thousand, respectively. The capital contribution to settle the notes payable and accrued interest increased the Net Parent company investment. Cash transfers from H-D related to services and funding for operations provided by H-D were $32,497 thousand for the six months ended June 26, 2022. Net contributions from H-D are included within Net Parent company investment in the Consolidated statements of shareholders' equity. |