Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 203,162,565 | |
Entity Central Index Key | 0001898795 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | LVWR | |
Security Exchange Name | NYSE | |
Warrant | ||
Document Information | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | LVWR WS | |
Security Exchange Name | NYSE |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues [Abstract] | ||
Revenue, net | $ 4,978 | $ 7,762 |
Costs and expenses: | ||
Cost of goods sold (including related party amounts of $5,176 and $2,047 in 2024 and 2023, respectively, as described in Note 11) | 9,105 | 6,498 |
Selling, administrative and engineering expense (including related party amounts of $2,948 and $3,397 in 2024 and 2023, respectively, as described in Note 11) | 26,295 | 26,171 |
Total operating costs and expenses | 35,400 | 32,669 |
Operating loss | (30,422) | (24,907) |
Interest income | 2,016 | 2,692 |
Change in fair value of warrant liabilities | 4,758 | 1,068 |
Loss before income taxes | (23,648) | (21,147) |
Income tax benefit | (4) | 0 |
Net loss | (23,644) | (21,147) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (18) | 0 |
Comprehensive loss | $ (23,662) | $ (21,147) |
Net loss per share, basic (Note 5) (in dollars per share) | $ (0.12) | $ (0.10) |
Net loss per share, diluted (Note 5) (in dollars per share) | $ (0.12) | $ (0.10) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cost of goods sold | $ 9,105 | $ 6,498 |
Selling, administrative and engineering expense | 26,295 | 26,171 |
Related Party | ||
Cost of goods sold | 5,176 | 2,047 |
Selling, administrative and engineering expense | $ 2,948 | $ 3,397 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 141,033 | $ 167,904 |
Inventories, net | 35,105 | 32,122 |
Other current assets | 3,129 | 3,004 |
Total current assets | 182,404 | 210,727 |
Property, plant and equipment, net | 37,718 | 37,682 |
Goodwill | 8,327 | 8,327 |
Deferred tax assets | 11 | 4 |
Lease assets | 1,527 | 1,868 |
Intangible assets, net | 1,249 | 1,347 |
Other long-term assets | 5,852 | 6,192 |
Total assets | 237,088 | 266,147 |
Current liabilities: | ||
Accrued liabilities | 15,762 | 21,189 |
Current portion of lease liabilities | 914 | 1,152 |
Total current liabilities | 44,133 | 46,266 |
Long-term portion of lease liabilities | 677 | 792 |
Deferred tax liabilities | 93 | 93 |
Warrant liabilities | 7,561 | 12,319 |
Other long-term liabilities | 847 | 814 |
Total liabilities | 53,311 | 60,284 |
Commitments and contingencies (Note 10) | ||
Shareholders' equity: | ||
Preferred Stock, $0.0001 par value; 20,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 0 | 0 |
Common Stock, $0.0001 par value; 800,000 shares authorized; 203,410 issued and $203,163 outstanding as of March 31, 2024 and 203,210 issued and $203,030 outstanding as of December 31, 2023 | 20 | 20 |
Treasury Stock, at cost: March 31, 2024 - 247000 shares and December 31, 2023 - 180000 shares | (2,675) | (1,969) |
Additional paid-in-capital | 342,065 | 339,783 |
Accumulated deficit | (155,632) | (131,988) |
Accumulated other comprehensive income | (1) | 17 |
Total shareholders' equity | 183,777 | 205,863 |
Total liabilities and shareholders' equity | 237,088 | 266,147 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable, net | 2,086 | 4,295 |
Current liabilities: | ||
Accounts payable | 1,770 | 3,554 |
Related Party | ||
Current assets: | ||
Accounts receivable, net | 1,051 | 3,402 |
Current liabilities: | ||
Accounts payable | $ 25,687 | $ 20,371 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 203,410,000 | 203,210,000 |
Common stock, share outstanding (in shares) | 203,163,000 | 203,030,000 |
Treasury stock, common, shares (in shares) | 247,000 | 180,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (23,644) | $ (21,147) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 2,326 | 667 |
Change in fair value of warrant liabilities | (4,758) | (1,068) |
Stock compensation expense | 2,282 | 1,824 |
Provision for doubtful accounts | 3 | 39 |
Deferred income taxes | (7) | 0 |
Inventory write-down | 2,522 | 673 |
Cloud computing arrangements development costs | 0 | (967) |
Other, net | 4 | (779) |
Changes in current assets and liabilities: | ||
Accounts receivable, net | 2,206 | 1,356 |
Accounts receivable from related party | 2,351 | (317) |
Inventories | (5,505) | (2,560) |
Other current assets | 24 | 731 |
Accounts payable and accrued liabilities | (6,046) | (4,894) |
Accounts payable to related party | 5,316 | 1,892 |
Net cash used by operating activities | (22,926) | (24,550) |
Cash flows from investing activities: | ||
Capital expenditures | (3,239) | (4,648) |
Net cash used by investing activities | (3,239) | (4,648) |
Cash flows from financing activities: | ||
Repurchase of common stock | (706) | 0 |
Net cash used by financing activities | (706) | 0 |
Net decrease in cash and cash equivalents | (26,871) | (29,198) |
Cash and cash equivalents: | ||
Cash and cash equivalents—beginning of period | 167,904 | 265,240 |
Net decrease in cash and cash equivalents | (26,871) | (29,198) |
Cash and cash equivalents—end of period | $ 141,033 | $ 236,042 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated Deficit | Accumulated other comprehensive income (loss) | Treasury Stock |
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 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (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 | |||||
Balance, beginning at Dec. 31, 2023 | $ 205,863 | $ 20 | 339,783 | (131,988) | 17 | (1,969) |
Balance, beginning of period (in shares) at Dec. 31, 2023 | 203,210 | 203,210 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | $ (23,644) | (23,644) | ||||
Other comprehensive loss, net of tax | (18) | (18) | ||||
Share-based compensation expense | 2,282 | 2,282 | ||||
Share-based compensation expense (in shares) | 200 | |||||
Repurchase of common stock | (706) | (706) | ||||
Balance, ending at Mar. 31, 2024 | $ 183,777 | $ 20 | $ 342,065 | $ (155,632) | $ (1) | $ (2,675) |
Balance, ending of period (in shares) at Mar. 31, 2024 | 203,410 | 203,410 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 “we,” “our,” “us,” the “Company,” or “LiveWire.” The Company designs and sells electric motorcycles and electric balance bikes for kids 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 and related financing transactions (collectively the “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. The Business combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded. The Business Combination resulted in net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7, Warrant Liabilities. 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 in the future (the “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, in each case, during a period beginning 18 months from September 26, 2022, the closing date of the Business Combination, and expiring five years thereafter. 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, 2024 and the consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for the three month periods ended March 31, 2024 and 2023. 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, 2023. 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. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Standards | New Accounting Standards Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment's profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-07 will have on the Company's consolidated financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) provide additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-09 will have on the Company's consolidated financial statement disclosures. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
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 31, Electric Motorcycles Electric motorcycles $ 1,007 $ 1,411 Parts, accessories and apparel 237 71 $ 1,244 $ 1,482 STACYC Electric balance bikes $ 2,616 $ 5,508 Parts, accessories and apparel 1,118 772 $ 3,734 $ 6,280 Total Revenue, net $ 4,978 $ 7,762 Revenue from the sale of LiveWire One 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. S2 electric motorcycles, being motorcycles produced from LiveWire’s S2 platform using the Arrow Architecture model, contain two performance obligations, which is the sale of the electric motorcycle and a stand ready obligation to transfer Firmware Over The Air (“FOTA”) software updates to the electric motorcycle, when-and-if available, to the customer. Revenue on the sale of the S2 electric motorcycles is recorded at a point-in-time when control is transferred to the customer. As the unspecified FOTA software updates to S2 electric motorcycles are provided when-and-if they become available, revenue related to these updates is recognized ratably over the period the updates will be provided, estimated by management to be five years, commencing when control of the electric motorcycle is transferred to the customer. The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The Company allocates the transaction price among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations. 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. 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. During the first quarter of 2024, the Company revised its retail partner strategy and introduced new incentives with its retail partners resulting in $419 thousand of adjustments for variable consideration related to previously recognized sales. Adjustments for variable consideration for the three months ended March 31, 2023 were not material. The Company offers the right to return eligible parts and accessories and apparel and, in limited circumstances, on electric motorcycles. The Company estimates returns based on an analysis of historical trends and probability of returns 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. The Company records a refund asset at the carrying amount of the goods at the time of sale, less any expected costs to recover the goods and any expected reduction in value as a reduction to cost of goods sold. This amount is monitored and adjusted for impairment as necessary. The Company had a refund asset of $264 thousand and $299 thousand at March 31, 2024 and December 31, 2023, respectively. The Company had a refund liability of $292 thousand and $327 thousand at March 31, 2024 and December 31, 2023, respectively. Shipping and handling costs associated with freight after control of a product has transferred to a customer are accounted for as fulfillment costs in Cost of goods sold. 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 and consideration received upon transfer of control of the S2 motorcycles for FOTA software updates. Contract liabilities are recognized as revenue once the Company performs under the contract. The current portion of contract liabilities of $310 thousand and $214 thousand were included in Accrued liabilities and the long-term portion of contract liabilities of $281 thousand and $245 thousand were included in Other long-term liabilities in the Company's Consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. The Company expects to recognize $310 thousand included in Accrued Liabilities as of March 31, 2024 over the next twelve months. The Company expects to recognize $281 thousand included in Other long-term liabilities at March 31, 2024 over the next five years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective income tax rate was 0% for each of the three months ended March 31, 2024 and 2023. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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 share-based awards- restricted stock, performance share units, and warrants. 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 31, Net loss $ (23,644) $ (21,147) Basic weighted-average shares outstanding 203,100 202,404 Effect of dilutive securities – warrants — — Effect of dilutive securities – employee stock compensation awards — — Diluted weighted-average shares outstanding 203,100 202,404 Earnings per share (1) : Basic $ (0.12) $ (0.10) Diluted $ (0.12) $ (0.10) (1) Earnings per share amounts are calculated discretely and, therefore, may not add up to the total due to rounding 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, 2024 and 2023, 3,118 thousand and 3,129 thousand employee stock compensation plan awards, respectively, were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. For the three months ended March 31, 2024 and 2023, 30,365 thousand and 30,500 thousand warrants, respectively, were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. Additionally, the Company has not included the impact of the Earn-Out Shares, discussed in Note 1, Description of Business and Basis of Presentation, in the calculation of EPS as the triggering events have not occurred. |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 3 Months Ended |
Mar. 31, 2024 | |
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 $ — $ 486 Electric motorcycles and electric balance bikes 32,317 28,205 Parts and accessories and apparel 2,788 3,431 Inventories, net $ 35,105 $ 32,122 Accrued liabilities primarily include accrued capital expenditures of $3,768 thousand, accrued payroll and employee benefits of $3,632 thousand, and accrued engineering costs of $3,319 thousand as of March 31, 2024. Accrued liabilities primarily include accrued capital expenditures of $4,933 thousand, accrued payroll and employee benefits of $7,077 thousand, and accrued engineering costs of $5,215 thousand as of December 31, 2023. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
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 19,865,207 Public Warrants outstanding as of March 31, 2024 and December 31, 2023, respectively, and 10,500,000 Private Warrants outstanding as of March 31, 2024 and December 31, 2023. Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share. A Warrant holder may exercise its Warrants only for a whole number of shares of Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. No fractional Warrants were issued upon separation of the units and only whole warrants trade. The Company will receive the proceeds from the exercise of any warrants in cash. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Public Warrants Redemption of Warrants when the price per Common Stock share equals or exceeds $18.00 : The Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sales price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. Redemption of Warrants when the price per Common Stock share equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the agreed table, based on the redemption date and the “fair market value” of Common Stock; • if, and only if, the closing price of the shares of Common Stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the Warrant holders; and • if the closing price of the shares of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the Warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above. Private Placement Warrants The Private Placement Warrants have terms and provisions that are similar to those of the Public Warrants, including as to the exercise price, exercisability and exercise period. The Private Placement Warrants will not be redeemable by the Company so long as they are (i) held by the initial purchasers of the Private Placement Warrants or its permitted transferees and (ii) the reference value exceeds $18.00 per share. The initial Private Placement Warrant purchasers, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis if the reference value is between $10.00 and $18.00. If the Private Placement Warrants are held by holders other than AEA-Bridges Impact Sponsor, LLC (the “Sponsor”) or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. During the three months ended March 31, 2024 and 2023, there were no redemptions or exercises of the Public Warrants or Private Warrants. During the three months ended March 31, 2024 and 2023, the Company recognized income of $4,758 thousand and $1,068 thousand, respectively, as a change in fair value of warrant liabilities in the Consolidated statements of operations and comprehensive loss. 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 $7,561 thousand and $12,319 thousand as of March 31, 2024 and December 31, 2023, respectively. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 135,000 $ — $ — $ 135,000 Liabilities: Public Warrants $ 4,946 $ — $ — $ 4,946 Private Placement Warrants — 2,615 — 2,615 Share-based awards settled in cash 666 — — 666 $ 5,612 $ 2,615 $ — $ 8,227 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 161,000 $ — $ — $ 161,000 Liabilities: Public Warrants $ 8,059 $ — $ — $ 8,059 Private Placement Warrants — 4,260 — 4,260 Share-based awards settled in cash 1,268 — — 1,268 $ 9,327 $ 4,260 $ — $ 13,587 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 Money Market Funds Money market funds include highly liquid investments with an original maturity of three or fewer months and are presented within Cash and cash equivalents in the Consolidated balance sheets. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy. 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. Share-based awards settled in cash Share-based awards settled in cash represent grants of share-based awards that will be settled with employees in cash and are presented within Accrued liabilities and Other long-term liabilities in the Consolidated balance sheets. They are valued using the market price of the Company’s and Harley-Davidson, Inc.’s stock and are remeasured at each balance sheet date and are classified under Level 1 under the fair value hierarchy. 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, 2024 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranty and Recall Campaigns | Product Warranty and Recall Campaigns The 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 by the Company 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 31, Balance, beginning of period $ 1,011 $ 566 Warranties issued during the period 122 69 Settlements made during the period (265) (32) Recalls and changes to pre-existing warranty liabilities 14 (3) Balance, end of period $ 882 $ 600 The liability for recall campaigns included in the above table was $78 thousand and zero as of March 31, 2024 and December 31, 2023, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 product liability claims as of March 31, 2024 and December 31, 2023. 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, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In connection with the Business Combination, the Company entered into a various number of agreements with H-D to govern a nd 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 from H-D 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 2023 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 Cost of goods sold - There are $5,176 thousand and $2,047 thousand of Cost of goods sold with H-D, respectively, related to purchases from H-D, primarily electric motorcycles, under the terms of the Contract Manufacturing Agreement, on the Consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023. These purchases of electric motorcycles from H-D are sold to the Company’s customers resulting in Cost of goods sold. Selling, administrative and engineering - During the three months ended March 31, 2024 and 2023, there were $2,948 thousand and $3,397 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. Accounts payable to related party - As of March 31, 2024 and December 31, 2023, there is $25,687 thousand and $20,371 thousand, respectively, due to H-D and presented as Accounts payable to related party on the Consolidated balance sheets. Of the amount outstanding to H-D as of March 31, 2024 and December 31, 2023, $14,140 thousand and $10,020 thousand, respectively, is associated with inventory purchased under the Contract Manufacturing Agreement and $5,340 thousand and $4,042 thousand, respectively, is associated with services under the various service agreements with H-D and $6,207 thousand and $6,309 thousand, respectively, is associated with the obligation to reimburse H-D 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. This amount represents the Company’s best estimate of the liability as of each of the balance sheet dates and is subject to adjustment based on final negotiations with H-D regarding amounts owed under the terms of the Contract Manufacturing Agreement. Convertible Delayed Draw Term Loan Agreement On February 14, 2024, the Company entered into a Convertible Delayed Draw Term Loan Agreement (the “Convertible Term Loan”) with H-D providing for term loans from H-D to the Company in one or more advances up to an aggregate principal amount of $100 million. The outstanding principal under the Convertible Term Loan bears interest at a floating rate per annum, as calculated by H-D as of the date of each advance and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (i.e., the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. The Company may elect to pay up to 100% of the amount of any interest due by increasing the outstanding principal amount of the applicable advance. The Convertible Term Loan does not include affirmative covenants impacting the operations of the Company. The Convertible Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. The Convertible Term Loan has a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. In the event that the Convertible Term Loan cannot be settled in cash by the Company at maturity, unless otherwise agreed between the Company and H-D, the Convertible Term Loan will be converted to equity of Company at a conversion price per share of common stock of the Company equal to 90% of the volume weighted average price per share of Common Stock for the 30 trading days immediately preceding the conversion date. As of March 31, 2024 , there were no amounts outstanding under the Convertible Term Loan and the Company remained in compliance with all of the existing covenants. 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 March 31, 2024 and December 31, 2023, there is $1,051 thousand and $3,351 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 months ended March 31, 2024 and 2023, the Company recorded $20 thousand and $5 thousand, respectively, in related party sales between the Company and H-D with $15 thousand and $3 thousand, respectively, in Cost of goods sold. All sales were for the STACYC segment which sells electric balance bikes to H-D. As of March 31, 2024 and December 31, 2023, there was zero and $51 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. Additionally, on August 28, 2023, the Company amended a lease agreement with H-D for office space to extend the term of the lease to a 12-month period expiring on September 26, 2024. These are classified as operating leases. As of March 31, 2024, the right of use assets included within Lease assets, short-term lease liabilities included within Current portion of lease liabilities, and long-term lease liabilities included within Long-term portion of lease liabilities in the Consolidated balance sheets were $233 thousand, $158 thousand, and $74 thousand, respectively. As of December 31, 2023, the right of use assets included within Lease assets, short-term lease liabilities included within Current portion of lease liabilities, and long-term lease liabilities included within Long-term portion of lease liabilities in the Consolidated balance sheets were $274 thousand, $162 thousand, and $112 thousand, respectively. In addition, the Company incurred $44 thousand in rent expense during the three months ended March 31, 2024 and 2023, which is included within Selling, administrative and engineering expense on the Consolidated statements of operations and comprehensive loss. |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 31, 2024 | |
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 dealership and through online sales, and direct to customers through select international partners primarily in Europe. 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. and Canada, including powersports dealers, H-D dealers, bicycle retailers and direct to customers 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 31, Electric Motorcycles Revenue, net $ 1,244 $ 1,482 Cost of goods sold 6,471 2,440 Selling, administrative and engineering expense 23,780 23,811 Operating loss (29,007) (24,769) STACYC Revenue, net 3,734 6,280 Cost of goods sold 2,634 4,058 Selling, administrative and engineering expense 2,515 2,360 Operating loss (1,415) (138) Operating loss $ (30,422) $ (24,907) Total assets for the Electric Motorcycles and STACYC segments were $206,479 thousand and $30,610 thousand, respectively, as of March 31, 2024 and $232,981 thousand and $33,166 thousand, respectively, as of December 31, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On April 24, 2024, the Company announced a plan to both relocate the operations of LiveWire Labs, the Company’s west coast product development facility, from Mountain View, California to Milwaukee, Wisconsin and streamline headcount at the Company. The Company believes this plan will enable synergies and optimize efficiencies in product development and simplify the Company’s overall path to future profitability. Under this plan, the Company expects to incur one-time relocation costs of $1.0 million to $1.5 million and one-time termination benefit costs of $2.0 million to $3.5 million related to the Electric Motorcycles segment and expects the vast majority to be cash charges. The Company expects to complete this plan by the end of September 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (23,644) | $ (21,147) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Standards | New Accounting Standards Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment's profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-07 will have on the Company's consolidated financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) provide additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-09 will have on the Company's consolidated financial statement disclosures. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregated revenue, net by major source was as follows (in thousands): Three months ended March 31, March 31, Electric Motorcycles Electric motorcycles $ 1,007 $ 1,411 Parts, accessories and apparel 237 71 $ 1,244 $ 1,482 STACYC Electric balance bikes $ 2,616 $ 5,508 Parts, accessories and apparel 1,118 772 $ 3,734 $ 6,280 Total Revenue, net $ 4,978 $ 7,762 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule 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 31, Net loss $ (23,644) $ (21,147) Basic weighted-average shares outstanding 203,100 202,404 Effect of dilutive securities – warrants — — Effect of dilutive securities – employee stock compensation awards — — Diluted weighted-average shares outstanding 203,100 202,404 Earnings per share (1) : Basic $ (0.12) $ (0.10) Diluted $ (0.12) $ (0.10) |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 $ — $ 486 Electric motorcycles and electric balance bikes 32,317 28,205 Parts and accessories and apparel 2,788 3,431 Inventories, net $ 35,105 $ 32,122 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule 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, 2024 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 135,000 $ — $ — $ 135,000 Liabilities: Public Warrants $ 4,946 $ — $ — $ 4,946 Private Placement Warrants — 2,615 — 2,615 Share-based awards settled in cash 666 — — 666 $ 5,612 $ 2,615 $ — $ 8,227 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 161,000 $ — $ — $ 161,000 Liabilities: Public Warrants $ 8,059 $ — $ — $ 8,059 Private Placement Warrants — 4,260 — 4,260 Share-based awards settled in cash 1,268 — — 1,268 $ 9,327 $ 4,260 $ — $ 13,587 |
Product Warranty and Recall C_2
Product Warranty and Recall Campaigns (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 31, Balance, beginning of period $ 1,011 $ 566 Warranties issued during the period 122 69 Settlements made during the period (265) (32) Recalls and changes to pre-existing warranty liabilities 14 (3) Balance, end of period $ 882 $ 600 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Information by Industry Segment | Selected segment information is set forth below (in thousands): Three months ended March 31, March 31, Electric Motorcycles Revenue, net $ 1,244 $ 1,482 Cost of goods sold 6,471 2,440 Selling, administrative and engineering expense 23,780 23,811 Operating loss (29,007) (24,769) STACYC Revenue, net 3,734 6,280 Cost of goods sold 2,634 4,058 Selling, administrative and engineering expense 2,515 2,360 Operating loss (1,415) (138) Operating loss $ (30,422) $ (24,907) |
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 ($) day $ / shares shares | Mar. 31, 2024 segment | |
Business Acquisition | ||
Number of reportable segments | segment | 2 | |
Net proceeds | $ | $ 293.7 | |
Earn Out Shares | ||
Business Acquisition | ||
Derivative instrument, contingent consideration, liability (in shares) | shares | 12,500,000 | |
Intiation period post transaction closing (months) | 18 months | |
Earn out period expiration (years) | 5 years | |
Derivative Instrument, Period, One | Earn Out Shares | ||
Business Acquisition | ||
Derivative instrument, contingent consideration, liability (in shares) | shares | 6,250,000 | |
Trigger price (in dollars per share) | $ / shares | $ 14 | |
Trading days | 20 | |
Consecutive trading days | 30 | |
Derivative Instrument, Period, Two | Earn Out Shares | ||
Business Acquisition | ||
Derivative instrument, contingent consideration, liability (in shares) | shares | 6,250,000 | |
Trigger price (in dollars per share) | $ / shares | $ 18 | |
Trading days | 20 | |
Consecutive trading days | 30 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue | ||
Revenue, net | $ 4,978 | $ 7,762 |
Electric Motorcycles | ||
Disaggregation of Revenue | ||
Revenue, net | 1,244 | 1,482 |
STACYC | ||
Disaggregation of Revenue | ||
Revenue, net | 3,734 | 6,280 |
Electric motorcycles | Electric Motorcycles | ||
Disaggregation of Revenue | ||
Revenue, net | 1,007 | 1,411 |
Parts, accessories and apparel | Electric Motorcycles | ||
Disaggregation of Revenue | ||
Revenue, net | 237 | 71 |
Parts, accessories and apparel | STACYC | ||
Disaggregation of Revenue | ||
Revenue, net | 1,118 | 772 |
Electric balance bikes | STACYC | ||
Disaggregation of Revenue | ||
Revenue, net | $ 2,616 | $ 5,508 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Variable consideration related to previously recognized sales | $ 419 | $ 0 | |
Refund asset | 264 | $ 299 | |
Refund liability | 292 | 327 | |
Contract liability, current | 310 | 214 | |
Contract liability, non-current | 281 | $ 245 | |
Contract liability, revenue recognized | $ 70 | $ 78 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0% | 0% |
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, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (23,644) | $ (21,147) |
Denominator: | ||
Basic weighted-average shares outstanding (in shares) | 203,100 | 202,404 |
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) | 203,100 | 202,404 |
Earnings per share: | ||
Basic (in dollars per share) | $ (0.12) | $ (0.10) |
Diluted (in dollars per share) | $ (0.12) | $ (0.10) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities (in shares) | 3,118 | 3,129 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities (in shares) | 30,365 | 30,500 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and work in process | $ 0 | $ 486 |
Electric motorcycles and electric balance bikes | 32,317 | 28,205 |
Parts and accessories and apparel | 2,788 | 3,431 |
Inventories, net | $ 35,105 | $ 32,122 |
Additional Balance Sheet Info_4
Additional Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued capital expenditures | $ 3,768 | $ 4,933 |
Payroll and employee benefits | 3,632 | 7,077 |
Engineering | $ 3,319 | $ 5,215 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 USD ($) day $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Sep. 26, 2022 shares | |
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | shares | 30,499,990 | |||
Warrants outstanding term (years) | 5 years | |||
Number or shares callable by each warrant (in shares) | shares | 1 | |||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | |||
Change in fair value of warrant liabilities | $ | $ 4,758 | $ 1,068 | ||
Warrant liabilities | $ | $ 7,561 | $ 12,319 | ||
Public Warrants | ||||
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | shares | 19,865,207 | 19,865,207 | 19,999,990 | |
Warrants outstanding term (years) | 5 years | |||
Public Warrants | Price Range One | Common Stock | ||||
Class of Warrant or Right | ||||
Redemption trigger price (in dollars per share) | $ / shares | $ 18 | |||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | |||
Notice period for redemption of warrant (day) | day | 30 | |||
Required number of trading days above trigger price (day) | day | 20 | |||
Number of trading day (day) | day | 30 | |||
Public Warrants | Price Range Two | Common Stock | ||||
Class of Warrant or Right | ||||
Redemption trigger price (in dollars per share) | $ / shares | $ 10 | |||
Redemption price (in dollars per share) | $ / shares | $ 0.10 | |||
Required number of trading days above trigger price (day) | day | 20 | |||
Number of trading day (day) | day | 30 | |||
Private Warrant | ||||
Class of Warrant or Right | ||||
Warrants outstanding (in shares) | shares | 10,500,000 | 10,500,000 | 10,500,000 |
Fair Value - Schedule of Assets
Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Share-based awards settled in cash | $ 666 | $ 1,268 |
Liabilities, net | 8,227 | 13,587 |
Public Warrants | ||
Liabilities: | ||
Warrants | 4,946 | 8,059 |
Private Placement Warrants | ||
Liabilities: | ||
Warrants | 2,615 | 4,260 |
Money market funds | ||
Assets: | ||
Money market funds | 135,000 | 161,000 |
Level 1 | ||
Liabilities: | ||
Share-based awards settled in cash | 666 | 1,268 |
Liabilities, net | 5,612 | 9,327 |
Level 1 | Public Warrants | ||
Liabilities: | ||
Warrants | 4,946 | 8,059 |
Level 1 | Private Placement Warrants | ||
Liabilities: | ||
Warrants | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Money market funds | 135,000 | 161,000 |
Level 2 | ||
Liabilities: | ||
Share-based awards settled in cash | 0 | 0 |
Liabilities, net | 2,615 | 4,260 |
Level 2 | Public Warrants | ||
Liabilities: | ||
Warrants | 0 | 0 |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Warrants | 2,615 | 4,260 |
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 - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Guarantor Obligations | ||||
Liability for recall campaigns | $ 882 | $ 1,011 | $ 600 | $ 566 |
Recall Campaign | ||||
Guarantor Obligations | ||||
Liability for recall campaigns | $ 78 | $ 0 | ||
Electric motorcycles | ||||
Guarantor Obligations | ||||
Standard product warranty, period (years) | 2 years | |||
Battery For Electric Motorcycles | ||||
Guarantor Obligations | ||||
Standard product warranty, period (years) | 5 years |
Product Warranty and Recall C_4
Product Warranty and Recall Campaigns - Warranty and Recall Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Standard Product Warranty Accrual | ||
Balance, beginning of period | $ 1,011 | $ 566 |
Warranties issued during the period | 122 | 69 |
Settlements made during the period | (265) | (32) |
Recalls and changes to pre-existing warranty liabilities | 14 | (3) |
Balance, end of period | $ 882 | $ 600 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 12 Months Ended | |||
Feb. 14, 2024 USD ($) day | Sep. 26, 2022 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Related Party Transaction | |||||
Cost of goods sold | $ 9,105,000 | $ 6,498,000 | |||
Selling, administrative and engineering expense | 26,295,000 | 26,171,000 | |||
Revenue, net | 4,978,000 | 7,762,000 | |||
Lease assets | 1,527,000 | $ 1,868,000 | |||
Current portion of lease liabilities | 914,000 | 1,152,000 | |||
Long-term portion of lease liabilities | 677,000 | 792,000 | |||
STACYC | |||||
Related Party Transaction | |||||
Cost of goods sold | 2,634,000 | 4,058,000 | |||
Selling, administrative and engineering expense | 2,515,000 | 2,360,000 | |||
Revenue, net | 3,734,000 | 6,280,000 | |||
Related Party | |||||
Related Party Transaction | |||||
Cost of goods sold | 5,176,000 | 2,047,000 | |||
Selling, administrative and engineering expense | 2,948,000 | 3,397,000 | |||
Accounts payable | 25,687,000 | 20,371,000 | |||
Accounts receivable, net | 1,051,000 | 3,402,000 | |||
Related Party | Convertible Term Loan | |||||
Related Party Transaction | |||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | ||||
Federal reserve bank, SOFR , interest period (month) | 6 months | ||||
Stated interest rate | 4% | ||||
Debt instrument, maturity period, after first draw loan date (month) | 24 months | ||||
Weighted average price (percent) | 90% | ||||
Trading days | day | 30 | ||||
Harley Davidson Inc. | Related Party | |||||
Related Party Transaction | |||||
Cost of goods sold | 15,000 | 3,000 | |||
Accounts receivable, net | 1,051,000 | 3,351,000 | |||
Operating lease, rent expense | 44,000 | 44,000 | |||
Harley Davidson Inc. | Related Party | STACYC | |||||
Related Party Transaction | |||||
Accounts receivable, net | 0 | 51,000 | |||
Harley Davidson Inc. | Service Agreement | Related Party | |||||
Related Party Transaction | |||||
Cost of goods sold | 5,176,000 | 2,047,000 | |||
Selling, administrative and engineering expense | 2,948,000 | 3,397,000 | |||
Accounts payable | 5,340,000 | 4,042,000 | |||
Harley Davidson Inc. | Contract Manufacturing Agreement | Related Party | |||||
Related Party Transaction | |||||
Accounts payable | 14,140,000 | 10,020,000 | |||
Harley Davidson Inc. | Excess Inventory Charge | Related Party | |||||
Related Party Transaction | |||||
Inventory purchased from related party | 6,207,000 | 6,309,000 | |||
Harley Davidson Inc. | Sales | Related Party | |||||
Related Party Transaction | |||||
Revenue, net | $ 20,000 | $ 5,000 | |||
Harley Davidson Inc. | Sales | Related Party | Electric motorcycles | |||||
Related Party Transaction | |||||
Transition services agreement, termination notice period (day) | 30 days | ||||
Harley Davidson Inc. | Lease Agreement | Related Party | |||||
Related Party Transaction | |||||
Lessee, operating lease, amended term of contract (month) | 12 months | ||||
Lease assets | $ 233,000 | 274,000 | |||
Current portion of lease liabilities | 158,000 | 162,000 | |||
Long-term portion of lease liabilities | $ 74,000 | $ 112,000 |
Reportable Segments - Narrative
Reportable Segments - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
Segment Reporting Information | ||
Number of reportable segments | segment | 2 | |
Total assets | $ 237,088 | $ 266,147 |
Electric Motorcycles | ||
Segment Reporting Information | ||
Total assets | 206,479 | 232,981 |
STACYC | ||
Segment Reporting Information | ||
Total assets | $ 30,610 | $ 33,166 |
Reportable Segments - Informati
Reportable Segments - Information By Strategic Business Units (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information | ||
Revenue, net | $ 4,978 | $ 7,762 |
Cost of goods sold | 9,105 | 6,498 |
Selling, administrative and engineering expense | 26,295 | 26,171 |
Operating loss | (30,422) | (24,907) |
Electric Motorcycles | ||
Segment Reporting Information | ||
Revenue, net | 1,244 | 1,482 |
Cost of goods sold | 6,471 | 2,440 |
Selling, administrative and engineering expense | 23,780 | 23,811 |
Operating loss | (29,007) | (24,769) |
STACYC | ||
Segment Reporting Information | ||
Revenue, net | 3,734 | 6,280 |
Cost of goods sold | 2,634 | 4,058 |
Selling, administrative and engineering expense | 2,515 | 2,360 |
Operating loss | $ (1,415) | $ (138) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Electric Motorcycles $ in Millions | Apr. 24, 2024 USD ($) |
Employee Relocation | Minimum | |
Subsequent Event | |
Expects to incur one-time relocation costs | $ 1 |
Employee Relocation | Maximum | |
Subsequent Event | |
Expects to incur one-time relocation costs | 1.5 |
One-time Termination Benefits | Minimum | |
Subsequent Event | |
Expects to incur one-time relocation costs | 2 |
One-time Termination Benefits | Maximum | |
Subsequent Event | |
Expects to incur one-time relocation costs | $ 3.5 |