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What changed in LiveWire Group, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of LiveWire Group, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+377 added−372 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-23)

Top changes in LiveWire Group, Inc.'s 2024 10-K

377 paragraphs added · 372 removed · 292 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

82 edited+22 added−11 removed79 unchanged
Biggest changeAs a result, we are and may become subject to existing and emerging federal, state, local and international laws and regulations related to the privacy, security and protection of such information, such as the Federal Trade Commission (“FTC”) Act, the GLBA, the TCPA, the CAN-SPAM Act, California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”) and comprehensive state privacy laws that share similarities with the CCPA, such as the Virginia Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Rights Act (“CTDPA”), the Utah Consumer Privacy Act (“UCPA”), the Montana Consumer Data Privacy Act (the “MCDPA”), the Oregon Consumer Privacy Act (the "OCPA"), the Texas Data Privacy and Security Act (the “TDPSA”), the Tennessee Information Protection Act (“TIPA”), the Iowa Consumer Data Protection Act (“ICDPA”), the Delaware Personal Data Privacy Act (“DPDPA”), and the Indiana Consumer Data Protection Act (“INCDPA”). 14 In the United States, while there is not a single generally applicable federal law governing the processing of personal information, there are federal laws that apply to the processing of certain types of information, or the processing of personal information by certain types of entities, and the Federal Trade Commission and state attorneys general may bring enforcement actions against companies that engage in processing of personal information in a manner that constitutes an “unfair” or “deceptive” trade practice.
Biggest changeIn the United States, while there is not a single generally applicable federal law governing the processing of personal information, there are federal laws that apply to the processing of certain types of information, or the processing of personal information by certain types of entities, and the Federal Trade Commission and state attorneys general may bring enforcement actions against companies that engage in processing of personal information in a manner that constitutes an “unfair” or “deceptive” trade practice.
We have completed the applicable UN Manual tests for our production battery packs, and the test results demonstrate our compliance with the PHMSA regulations. For example, our battery packs have received UN38.3 compliance for shipping of the units. 12 We currently use transition metal oxide cells in our high-voltage battery packs.
We have completed the applicable UN Manual tests for our 12 production battery packs, and the test results demonstrate our compliance with the PHMSA regulations. For example, our battery packs have received UN38.3 compliance for shipping of the units. We currently use transition metal oxide cells in our high-voltage battery packs.
With respect to state and local income tax returns for any taxable period in which LiveWire or any of its subsidiaries are included in H-D’s combined, consolidated or unitary group for state or local income tax purposes, the amount of taxes to be paid by LiveWire is determined, subject to certain adjustments using principles analogous to the principles used to compute LiveWire’s separate federal tax liability, as if LiveWire and each of its subsidiaries included in such combined, consolidated or unitary group filed its own combined, consolidated or unitary group state or local income tax return.
With respect to state and local income tax returns for any taxable period in which LiveWire or any of its subsidiaries are included in H-D’s combined, consolidated or unitary group for state or local income tax purposes, the amount of taxes to be paid by LiveWire is determined, subject to certain adjustments using 8 principles analogous to the principles used to compute LiveWire’s separate federal tax liability, as if LiveWire and each of its subsidiaries included in such combined, consolidated or unitary group filed its own combined, consolidated or unitary group state or local income tax return.
We perpetually license to H-D all intellectual property (other than marks or software) that we own as of the Separation and all improvements thereto. If either party makes improvements to the other party’s intellectual property, such improvements will be jointly owned by the parties. The licenses are generally royalty-free.
We perpetually license to H-D all intellectual property (other than marks or software) that we own as of 7 the Separation and all improvements thereto. If either party makes improvements to the other party’s intellectual property, such improvements will be jointly owned by the parties. The licenses are generally royalty-free.
ARROW is an integrated vehicle architecture, utilizing the battery pack and motor as the primary vehicle structure to deliver simple, elegant lightweight designs. The software backbone that supports every LiveWire electric motorcycle is developed ground-up to maximize efficiency and performance, integrating all electric vehicle systems and vehicle functions.
ARROW is an integrated vehicle architecture, utilizing the battery pack and motor as the primary vehicle structure to deliver simple, elegant lightweight designs. The software backbone that supports every LiveWire S2 electric motorcycle is developed ground-up to maximize efficiency and performance, integrating all electric vehicle systems and vehicle functions.
STACYC’s portfolio includes four sizes of product for kids ages 3 to 12. The Company sells through powersports dealers, in addition to digital channels, while leveraging licensing deals with traditional powersport Original Equipment Manufacturers (“OEM”) to increase reach and scale.
STACYC’s current portfolio includes four sizes of product for kids ages 3 to 12. The Company sells through powersports dealers, in addition to digital channels, while leveraging licensing deals with traditional powersport Original Equipment Manufacturers (“OEM”) to increase reach and scale.
To establish market share and scale our business, LiveWire plans to continue building global distribution capabilities and make substantial investments in research and development for the commercialization of future generations of LiveWire electric motorcycles, related technologies and other products.
To establish market share and scale our business, LiveWire plans to continue building global distribution capabilities and make investments in research and development for the commercialization of future generations of LiveWire electric motorcycles, related technologies and other products.
With a growing segment of young riders graduating out of the 16-inch product, during 2022, we introduced the 18- and 20-inch electric balance bikes that expanded the range of STACYC riders from 3 to 12 years old.
With a growing segment of young riders graduating out of the 16-inch product, during 2022, STACYC introduced the 18- and 20-inch electric balance bikes that expanded the range of STACYC riders from 3 to 12 years old.
STACYC sells electric balance bikes under the STACYC brand while working with brand partners on co-branded products. The product portfolio starts with 12- and 16-inch electric balance bikes built for 3- to 8-year-old riders.
STACYC sells electric balance bikes under the STACYC brand while working with brand partners on co-branded products. The current product portfolio starts with 12- and 16-inch electric balance bikes built for 3- to 8-year-old riders.
STACYC sponsors and supports off road racing events across the nation and is the first and only motorized vehicle allowed on USA BMX’s 300 tracks in the U.S., allowing kids to practice and race in USA BMX’s national series.
STACYC sponsors and supports off road racing events across the nation and is the first motorized vehicle allowed on USA BMX’s 300 tracks in the U.S., allowing kids to practice and race in USA BMX’s national series.
In addition, the Company makes available, through its investor relations website, the following corporate governance materials: (i) the Corporate Governance Guidelines; (ii) Committee Charters approved by the Company’s Board of Directors for the Audit and Finance Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Brand and Sustainability Committee, and the Conflicts Committee; (iii) the Code of Business Conduct and Ethics (the “Code of Conduct”); (iv) a list of the Board of Directors; (v) the Bylaws; (vi) the Company’s Policy for Managing Disclosure of Material Information; (vii) the Company’s Insider Trading Policy; (viii) the Related Party Transaction Policy; and (ix) the Whistleblower Policy.
In addition, the Company makes available, through its investor relations website, the following corporate governance materials: (i) the Corporate Governance Guidelines; (ii) Committee Charters approved by the Company’s Board of Directors for the Audit and Finance Committee, Human Resources Committee, Nominating and Corporate Governance Committee, Sustainability and Safety Committee, and the Conflicts Committee; (iii) the Code of Business Conduct and Ethics (the “Code of Conduct”); (iv) a list of the Board of Directors; (v) the Bylaws; (vi) the Company’s Policy for Managing Disclosure of Material Information; (vii) the Company’s Insider Trading Policy; (viii) the Related Party Transaction Policy; and (ix) the Whistleblower Policy.
All of our exempt associates participate in our cash-based incentive plans, which provides eligible associates with cash bonus opportunities based upon the Company’s achievement of financial and other key performance metrics.
All of our exempt associates participate in our cash-based incentive plans, which provides eligible associates with cash bonus opportunities based upon the Company’s 11 achievement of financial and other key performance metrics.
The Tax Matters Agreement sets forth the principles and responsibilities regarding the allocation of taxes, adjustments with respect to taxes, preparation of tax returns, tax audits and certain other tax matters that affect LiveWire and H-D in the event LiveWire or any of its subsidiaries become members of any of H-D’s consolidated, combined, unitary and other similar groups for federal, state or local income tax purposes (or LiveWire has certain income, gain, loss and deduction included in the tax returns of such groups).
The Tax Matters Agreement sets forth the principles and responsibilities regarding the allocation of taxes, adjustments with respect to taxes, preparation of tax returns, tax audits and certain other tax matters that affect LiveWire and H-D in the event LiveWire or any of its subsidiaries are members of any of H-D’s consolidated, combined, unitary and other similar groups for federal, state or local income tax purposes (or LiveWire has certain income, gain, loss and deduction included in the tax returns of such groups).
H-D is one of the most recognized motorcycle brands in the world, with capabilities to design, develop, manufacture, market and distribute vehicles to major markets around the globe. Beyond the transitional service agreements tied to the Separation (as defined below), LiveWire intends to leverage H-D’s capabilities in two key areas: technical and other services and contract manufacturing.
H-D is one of the most recognized motorcycle brands in the world, with capabilities to design, develop, manufacture, market and distribute vehicles to major markets around the globe. Beyond the various service agreements tied to the Separation (as defined below), LiveWire intends to leverage H-D’s capabilities in two key areas: technical and other services and contract manufacturing.
Agreements that the Company entered into in connection with the Separation include: Transition Services Agreement On September 26, 2022, we entered into a Transition Services Agreement with H-D (the “Transition Services Agreement”) pursuant to which H-D provides to us various services and support on a transitional basis to allow LiveWire to develop the capability to support ourselves or to engage a third-party provider to provide those services and support.
Agreements that the Company entered into in connection with the Separation include: Transition Services Agreement On September 26, 2022, we entered into a Transition Services Agreement with H-D (the “Transition Services Agreement”) pursuant to which H-D provided to us various services and support on a transitional basis to allow LiveWire to develop the capability to support ourselves or to engage a third-party provider to provide those services and support.
Subject to required payments of annuities or maintenance fees, United States design patents have a term of 15 years from the date of issuance, and United States utility patents have a term of 20 years from the priority application date. Accordingly, our U.S. patents that have already been issued will expire between 2031 and 2041.
Subject to required payments of annuities or maintenance fees, United States design patents have a term of 15 years from the date of issuance, and United States utility patents have a term of 20 years from the priority application date. Accordingly, our U.S. patents that have already been issued will expire between 2031 and 2042.
The Company's Notice of Annual Meeting and Proxy Statement for its 2024 annual meeting of shareholders, which will include information related to the compensation of the Company's named executive officers, will be made available through its investor relations website.
The Company's Notice of Annual Meeting and Proxy Statement for its 2025 annual meeting of shareholders, which will include information related to the compensation of the Company's named executive officers, will be made available through its investor relations website.
The Certificate of Conformity is required each model year for electric vehicles sold in states covered by the Clean Air Act’s standards and is also required each model year for vehicles sold in states that have sought and received a waiver from the EPA to utilize California’s mobile source standards.
The Certificate of Conformity is required each model year for electric vehicles sold in states covered by the Clean Air Act’s standards and is also required each model year for vehicles sold in states that have sought and received a waiver from the EPA to utilize California’s mobile source standards. Battery Safety and Testing.
Type Approval is accomplished through witness testing of vehicles as well as inspection of a representative vehicle intended for production and sale. Once the vehicle type is approved, all vehicles manufactured based on the approved type of vehicle may be produced or imported and sold in Europe.
Type Approval is accomplished through witness testing of vehicles as well as inspection of a representative vehicle intended for production and sale. Once the vehicle type is approved, all vehicles manufactured based on the approved type of vehicle may be produced or imported and sold in the United Kingdom.
Capture Global Share of the Electric Motorcycle Market - LiveWire strategically selects our retail partners based upon their commitment to electric, location and capabilities to support the electric vehicle capture. Our 2024 priority markets include the United States, Canada and leading countries in Europe such as Germany, France, Switzerland, the Netherlands, and the United Kingdom.
Capture Global Share of the Electric Motorcycle Market - LiveWire strategically selects our retail partners based upon their commitment to electric, location and capabilities to support the electric vehicle capture. Our 2025 priority markets include the United States, Canada and leading countries in Europe such as Germany, France, Switzerland, the Netherlands, the United Kingdom, Spain, and Italy.
The STACYC segment primarily focuses on the designing and selling of electric balance bikes for kids. The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online.
The STACYC segment primarily focuses on the designing and selling of electric balance bikes for kids, and related parts and accessories. The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online.
In addition, certain states have enacted laws relating to data privacy and the processing of information about residents in those states.
In addition, certain states have enacted or modified laws relating to data privacy and the processing of information about residents in those states.
In addition, our products are also subject to certain laws and regulations that have been enacted or proposed, e.g., “Right to Repair” laws, that could require us to provide third-party access to our network and/or vehicle systems. Environmental Protection Agency (“EPA”) and California Air Resources Board (“CARB”) Certificates of Conformity and Regulations.
In addition, our products are also subject to certain laws and regulations that have been enacted or proposed, e.g., “Right to Repair” laws, that could require us to provide third-party access to our network and/or vehicle systems. Environmental Protection Agency (“EPA”) Certificates of Conformity and Regulations.
H-D may also terminate the agreement upon LiveWire’s change of control or, at the end of a calendar year, in the event that LiveWire failed to engage H-D to manufacture at least forty percent of LiveWire’s production during that calendar year.
H-D may also terminate the agreement upon LiveWire’s change of control or, at the end of a calendar year upon 180 days written notice, in the event that LiveWire failed to engage H-D to manufacture at least forty percent of LiveWire’s production during that calendar year.
Our employees are a significant asset, and we aim to create an environment that is equitable, inclusive and representative in which our employees can grow and advance their careers, with the overall goal of developing, expanding and retaining our workforce to support our current and future business goals.
Our employees are a significant asset, and we aim to create an environment that is collaborative and challenging in which our employees can grow and advance their careers, with the overall goal of developing, expanding and retaining our workforce to support our current and future business goals.
We also held 128 patents and 18 patent applications that are foreign counterparts of some of our U.S. patents and patent applications with foreign patent offices. We do not view any individual patent as being material to our business.
We also held 137 patents and 12 patent applications that are foreign counterparts of some of our U.S. patents and patent applications with foreign patent offices. We do not view any individual patent as being material to our business.
Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms and enforcement mechanisms across various international jurisdictions to establish and protect intellectual property related to our current and future business and operations. 15 As of December 31, 2023, we held 14 utility patents and 21 design patents, and had filed an additional 16 utility patent applications and 5 design patent applications in the U.S.
Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms and enforcement mechanisms across various international jurisdictions to establish and protect intellectual property related to our current and future business and operations. 15 As of December 31, 2024, we held 23 utility patents and 25 design patents, and had filed an additional 10 utility patent applications and 7 design patent applications in the U.S.
Industry – The relevant internal combustion engine (“ICE”) and electric vehicle markets for the Electric Motorcycles segment include: • Small and large scooters • Light, medium and heavy weight motorcycles • Three-wheeled motorcycles and automobiles • Side-by-side ATVs and four-wheelers Competition – The Electric Motorcycles segment expects competition from two primary segments: • Leading ICE-focused motorcycle companies: These incumbent motorcycle companies have the ability to scale manufacturing and leverage global distribution capabilities but do not currently offer any premium electric motorcycles in the market.
Industry – The relevant internal combustion engine (“ICE”) and electric vehicle markets for the Electric Motorcycles segment include: • Small and large scooters • Light, medium and heavy weight motorcycles • Three-wheeled motorcycles and automobiles • Side-by-side ATVs and four-wheelers 9 Competition – The Electric Motorcycles segment expects competition from two primary segments: • Leading ICE-focused motorcycle companies: These incumbent motorcycle companies have the ability to scale manufacturing and leverage global distribution capabilities.
The Trademark License Agreement has an initial term of two years and automatically renews for successive two-year periods unless either party gives notice of non-renewal at least 60 days prior to the end of the then-current term. H-D may terminate the agreement earlier upon our breach under certain circumstances, our bankruptcy or insolvency, or our unpermitted assignment of the agreement.
The Trademark License Agreement automatically renewed on September 26, 2024 and automatically renews for successive two-year periods unless either party gives notice of non-renewal at least 60 days prior to the end of the then-current term. H-D may terminate the agreement earlier upon our breach under certain circumstances, our bankruptcy or insolvency, or our unpermitted assignment of the agreement.
The Clean Air Act requires that we obtain an EPA-issued Certificate of Conformity and a certification from CARB with respect to emissions from our electric vehicles and include labeling providing consumer information such as miles per gallon of gas-equivalent ratings and maximum range on a single charge.
The Clean Air Act requires that we obtain an EPA-issued Certificate of Conformity with respect to emissions from our electric vehicles and include labeling providing consumer information such as maximum range on a single charge.
Purchased Components – STACYC continues to establish and reinforce long-term, mutually beneficial relationships with its suppliers. Through these collaborative relationships, STACYC gains access to technical and commercial resources for application directly to product design, development and manufacturing initiatives.
Raw Materials and Purchased Components – The Electric Motorcycles segment continues to establish and reinforce long-term, mutually beneficial relationships with its suppliers. Through these collaborative relationships, the Electric Motorcycles segment gains access to technical and commercial resources for application directly to product design, development and manufacturing initiatives.
Should we expand into the EU, we would also be subject to regulations governing the proper handling, and disposal of products containing hazardous substances in the EU, including the EU Waste Framework Directive, in relation to which the European Commission has begun a consultation process to revise.
We are subject to regulations governing the proper handling, and disposal of products containing hazardous substances in the EU, including the EU Waste Framework Directive, in relation to which the European Commission has begun a consultation process to revise.
Electric Motorcycles segment revenue by product line for the last three fiscal years was as follows (in thousands): 2023 2022 2021 Electric motorcycles $ 11,087 $ 13,171 $ 8,706 Parts, accessories and apparel 461 828 999 Revenue, net $ 11,548 $ 13,999 $ 9,705 Electric Motorcycles – The Electric Motorcycles segment sells electric powered motorcycles under the LiveWire brand.
Electric Motorcycles segment revenue by product line for the last three fiscal years was as follows (in thousands): 2024 2023 2022 Electric motorcycles $ 7,644 $ 11,087 $ 13,171 Parts, accessories and apparel 737 461 828 Revenue, net $ 8,381 $ 11,548 $ 13,999 Electric Motorcycles – The Electric Motorcycles segment sells electric powered motorcycles under the LiveWire brand.
The process for certification in Europe is known as “Type Approval” and requires LiveWire to demonstrate to a regulatory agency in the EU, referred to as the Competent Authority, that our electric vehicles meet all EU safety and emission standards. The vehicles being exported to Europe have received these approvals and comply with all EU safety and emission standards.
The process for certification in Europe is known as “Type Approval” and requires LiveWire to demonstrate to a regulatory agency in the EU, referred to as the Competent Authority, that our electric vehicles meet all EU safety and emission standards.
STACYC segment revenue by product line for the last three fiscal years was as follows (in thousands): 2023 2022 2021 Electric balance bikes $ 22,865 $ 29,669 $ 23,130 Parts, accessories and apparel 3,610 3,165 2,971 Revenue, net $ 26,475 $ 32,834 $ 26,101 Electric Balance Bikes – STACYC focuses on developing products and experiences that help kids develop sooner and empower them to define their own ride.
STACYC segment revenue by product line for the last three fiscal years was as follows (in thousands): 2024 2023 2022 Electric balance bikes $ 14,043 $ 22,865 $ 29,669 Parts, accessories and apparel 4,209 3,610 3,165 Revenue, net $ 18,252 $ 26,475 $ 32,834 10 Electric Balance Bikes – STACYC focuses on developing products and experiences that help kids develop sooner and empower them to define their own ride.
As of December 31, 2023, we had 75 registered trademarks and had an additional 31 pending trademark applications with domestic and foreign trademark offices.
As of December 31, 2024, we had 90 registered trademarks and had an additional 27 pending trademark applications with domestic and foreign trademark offices.
The charges for the services are on a cost-plus basis (with a mark-up of eight percent to reflect the management and administrative cost of providing the services).
The charges for the services were on a cost-plus basis (with a mark-up to reflect the management and administrative cost of providing the serv ices).
Through emission legislation, tax incentives and direct subsidies, EU and non-EU countries in Europe are taking a progressive stance in reducing carbon emissions in the transport sector which may lead to increasing demand for electric vehicles.
We believe Europe’s regulatory environment is generally conducive to the development, production and sale of electric vehicles. Through emission legislation, tax incentives and direct subsidies, EU and non-EU countries in Europe are taking a progressive stance in reducing carbon emissions in the transport sector which may lead to increasing demand for electric vehicles.
While we expect competition to grow as the market shifts to younger riders and more players begin to make serious investments, we believe STACYC'’s established brand with the combination of commitment, capabilities and market position allows STACYC to compete effectively in the growing electric balance bike market. 10 Parts, accessories, and apparel – Parts and accessories products include replacement parts and mechanical and cosmetic accessories, clothing and riding gear.
While we expect competition to grow as the market shifts to younger riders and more players begin to make serious investments, we believe STACYC’s established brand with the combination of commitment, capabilities and market position allows STACYC to compete effectively in the growing electric balance bike market.
In addition to the benefits to the Electric Motorcycles segment as the original equipment manufacturers, FOTA capability enables remote updates to bring the rider new features, functionality and enhancements as they are developed to continually improve the LiveWire electric motorcycle riding and ownership experience.
With FOTA-enabled electronic control units on the vehicle, each subsystem becomes remotely addressable and updatable. In addition to the benefits to the Electric Motorcycles segment as the original equipment manufacturers, FOTA capability enables remote updates to bring the rider new features, functionality and enhancements as they are developed to continually improve the LiveWire electric motorcycle riding and ownership experience.
The Electric Motorcycles segment is making investments to provide potential customers with many other opportunities to engage with the brand and try Electric Motorcycles segment products. Additionally, the Electric Motorcycles segment’s dealers engage in a wide range of local marketing and events.
Marketing occurs primarily through digital and experiential activities as well as through more traditional promotional and advertising activities. The Electric Motorcycles segment is making investments to provide potential customers with many other opportunities to engage with the brand and try Electric Motorcycles segment products. Additionally, the Electric Motorcycles segment’s dealers engage in a wide range of local marketing and events.
Manufacturer and Dealer Regulation State laws regulate the manufacture, distribution, sale, and service (including delivery) of motorcycles and generally require vehicle manufacturers and dealers to be licensed to sell vehicles directly to customers in the state. Some states, however, do not permit motorcycle manufacturers to be licensed as dealers or to act in the capacity of a dealer.
Manufacturer and Dealer Regulation – United States State laws regulate the manufacture, distribution, sale, and service (including delivery) of motorcycles and generally require vehicle manufacturers and dealers to be licensed to sell vehicles directly to customers in the state.
As a manufacturer of electric vehicles, our electric vehicles are subject to, and must comply with, numerous regulatory requirements established by NHTSA, including all applicable United States Federal Motor Vehicle Safety Standards (“Safety Standards”). As set forth by the National Traffic and Motor Vehicle Safety Act, we must certify that our electric vehicles meet all applicable Safety Standards.
As a manufacturer of electric vehicles, our electric vehicles are subject to, and must comply with, numerous regulatory requirements established by NHTSA, including all applicable United States Federal Motor Vehicle Safety Standards (“Safety Standards” or “US FMVSS”).
Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the Internet may be applicable to our business, such as the TCPA, the CAN-SPAM Act and similar state and federal consumer protection laws.
Other states have also enacted, or are considering the enactment of their own comprehensive data privacy laws. Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the Internet may be applicable to our business, such as the TCPA, the CAN-SPAM Act and similar state and federal consumer protection laws.
Environmental, Health and Safety Regulations in the Rest of World Should we expand into jurisdictions outside of the USA, Canada, and the EU, other jurisdictions also have a favorable regulatory environment with respect to electric motorcycles.
Any changes to an approved vehicle type, must go through updated Type Approval by the Competent Authority. Environmental, Health and Safety Regulations in the Rest of World Should we expand into jurisdictions outside of the USA, Canada, and the EU, other jurisdictions also have a favorable regulatory environment with respect to electric motorcycles.
Additionally, our comprehensive health and welfare benefits program provides our employees with a variety of medical and dental plans, plus voluntary benefits like vision or critical illness protection. 11 Regulatory Considerations Environmental, Health and Safety Regulations Environmental, Health and Safety Regulations in the United States Certain of our operations, properties and products are subject to stringent and comprehensive international, federal, state and local laws and regulations governing matters including environmental protection, occupational health and safety, and the release or discharge of materials into the environment (including air emissions and wastewater discharges).
Regulatory Considerations Environmental, Health and Safety Regulations Environmental, Health and Safety Regulations in the United States Certain of our operations, properties and products are subject to stringent and comprehensive international, federal, state and local laws and regulations governing matters including environmental protection, occupational health and safety, and the release or discharge of materials into the environment (including air emissions and wastewater discharges).
In relation to our batteries, disposal would be governed by the Batteries Directive, which imposes, among other obligations, certain requirements in relation to the disposal of batteries, such as that producers of batteries and producers of other products that incorporate a battery are responsible for the waste management of batteries that they place on the market, in particular the financing of collection and recycling schemes. 13 Environmental, Health and Safety Regulations in Canada In Canada, vehicles must meet the Motor Vehicle Safety Act (MVSA) requirements.
In relation to our batteries, disposal will be governed by specific provisions of the 13 Batteries Directive (in addition to existing Member State-specific waste disposal laws), which imposes, among other obligations, certain requirements in relation to the disposal of batteries, such as that producers of batteries and producers of other products that incorporate a battery are responsible for the waste management of batteries that they place on the market, in particular the financing of collection and recycling schemes.
Intellectual Property Our intellectual property is a core asset of our company, and an important tool to drive value and differentiation in our products and services. We protect, use and defend our intellectual property in support of our business objectives to increase our return on investment, enhance our competitive position, and create stockholder value.
We protect, use and defend our intellectual property in support of our business objectives to increase our return on investment, enhance our competitive position, and create stockholder value.
Data Privacy and Cybersecurity Laws and Regulations Our business collects, uses, handles, stores, receives, transmits and otherwise processes different types of information about a range of individuals, including our customers, riders of our electric vehicles, website visitors, users of our mobile application, our employees and job applicants, and employees of companies we do business with (such as our vendors and suppliers).
However, some states may take an alternative approach or interpretation and attempt to prohibit direct sales and/or also restrict traditional marketing, pre-sale and/or sales activities. 14 Data Privacy and Cybersecurity Laws and Regulations Our business collects, uses, handles, stores, receives, transmits and otherwise processes different types of information about a range of individuals, including our customers, riders of our electric vehicles, website visitors, users of our mobile application, our employees and job applicants, and employees of companies we do business with (such as our vendors and suppliers).
Notwithstanding any termination of the Tax Matters Agreement, the agreement will continue in effect with respect to any payment or indemnification due for all taxable periods prior to the termination during which the Tax Matters Agreement was in effect. 8 Electric Motorcycles Segment The Electric Motorcycles segment focuses on the development and sales of electric motorcycles as well as parts, accessories, and apparel.
Notwithstanding any termination of the Tax Matters Agreement, the agreement will continue in effect with respect to any payment or indemnification due for all taxable periods prior to the termination during which the Tax Matters Agreement was in effect.
However, some of these companies are beginning to explore entering the electric motorcycle market through electric motorcycle races or beginning to develop prototype models. • Small scale electric mobility companies: These start-ups and smaller companies may have products in the market today, but typically lack the global manufacturing and distribution capabilities of the major ICE players.
Several of these companies have begun to enter the electric motorcycle market through the release or public announcement and planned release of electric motorcycles or scooters. • Small scale electric mobility companies: These start-ups and smaller companies may have products in the market today, but typically lack the global manufacturing and distribution capabilities of the major ICE players.
Seasonality – The seasonality of STACYC’s electric balance bike sales generally correlates with the timing of retail sales made by dealers. Retail sales generally track closely with regional riding and holiday purchasing seasons, generally from mid-March through December. Manufacturing – STACYC purchases electric balance bikes through a contract manufacturing agreement from strategic partners and bike assemblers located in Taiwan.
Additionally, STACYC’s dealers, distributors, and OEM partners engage in a wide range of local and global marketing and events. Seasonality – The seasonality of STACYC’s electric balance bike sales generally correlates with the timing of retail sales made by dealers. Retail sales generally track closely with regional riding and holiday purchasing seasons, generally from mid-March through December.
As of December 31, 2023, we have extended a limited number of the services from the original termination date, which will now terminate in 2024, and may, in the future, convert a minimal number of those services to longer term under the Master Service Agreement, if needed. 6 Master Services Agreement On September 26, 2022, we entered into a Master Services Agreement with H-D (the “Master Services Agreement”) pursuant to which H-D provides us with certain services that we do not yet have the capability to perform for ourselves, including services related to testing and development, product regulatory support, color materials, finishes, paint and graphics, technical publication, application support and maintenance, service desk support, warehousing support, safety investigation, and marketing vehicle and fleet center, as we may request from time to time.
All services under the Transition Services Agreement have either terminated or have been included in the Master Services Agreement executed on December 23, 2024 and effective on January 1, 2025 discussed below. 6 Master Services Agreement On September 26, 2022, we entered into a master services agreement with H-D pursuant to which H-D provided us with certain services that we did not yet have the capability to perform for ourselves, including services related to testing and development, product regulatory support, color materials, finishes, paint and graphics, technical publication, application support and maintenance, service desk support, warehousing support, safety investigation, and marketing vehicle and fleet center, as we may request from time to time.
Electric motorcycles are sold by combining both digital and physical touchpoints, including to a network of independent dealers, and at retail direct to consumers through a Company-owned dealership, online sales, and direct to customers through select international partners primarily in Europe.
Electric Motorcycles Segment The Electric Motorcycles segment focuses on the development and sales of electric motorcycles as well as parts, accessories, and apparel. Electric motorcycles are sold by combining both digital and physical touchpoints to a network of independent dealers, at retail direct to consumers through a Company-owned dealership, and online sales.
Such agreements are pending formal adoption by EU political institutions. In addition, pursuant to the Energy Performance of Buildings Direction (“EPBD”) that is scheduled for enforcement in 2024, new infrastructure such as homes and businesses must be built so there is enough power to support charging stations for electric vehicles including motorcycles. Hazardous Substances.
Further, aspects of the Energy Performance of Buildings Directive (“EPBD”) entered into effect in 2024, which require new infrastructure such as homes and businesses must be built so there is enough power to support charging stations for electric vehicles including motorcycles. Hazardous Substances.
Each party owns improvements that it creates to its own intellectual property, and the parties jointly own improvements that one party creates to the other party’s intellectual property, without a right of accounting. 7 Trademark License Agreement On September 26, 2022, we entered into a Trademark License Agreement with H-D (the “Trademark License Agreement”) pursuant to which H-D granted to us a royalty-free license to use certain H-D trademarks with respect to our products.
Trademark License Agreement On September 26, 2022, we entered into a Trademark License Agreement with H-D (the “Trademark License Agreement”) pursuant to which H-D granted to us a royalty-free license to use certain H-D trademarks with respect to our products.
Moving forward, the European Parliament and European Council have provisionally agreed legislation in the final quarter of 2022 that would (i) introduce a pricing emissions trading system that is anticipated to apply to the transport sector from as soon as 2027 (subject to a one year delay if energy prices in the EU exceed certain amounts); (ii) require increased levels of national greenhouse gas reduction commitments (which include the transport sector) pursuant to a revision of the Effort Sharing Regulation, as part of efforts to reduce EU emissions by 40% by 2030 (compared to 2005 levels) in certain sectors including transport and by 55% overall by 2030 (compared to 1990 levels); and (iii) will amend the EU legislative regime with respect to batteries, including by introducing mandatory supply chain due diligence obligations with respect to certain materials used in our batteries.
In 2023, the EU enacted revisions to its climate legislation framework that created “ETS2”, which will (i) introduce a pricing emissions trading system that applies to the road transport sector from 2027 (subject to a potential one year delay if energy prices in the EU exceed certain amounts); and (ii) require increased levels of national greenhouse gas reduction commitments (which include the transport sector) pursuant to a revision of the Effort Sharing Regulation, as part of efforts to reduce EU emissions by 40% by 2030 (compared to 2005 levels) in certain sectors including transport and by 55% overall by 2030 (compared to 1990 levels).
Beginning for calendar year 2025, LiveWire will be subject to a minimum annual volume commitment for each product and pay a deficit fee for failure to meet the minimum under the Contract Manufacturing Agreement.
Beginning for calendar year 2026, LiveWire will be subject to a minimum annual volume commitment for each product and pay a deficit fee for failure to meet the minimum under the Contract Manufacturing Agreement. The products that H-D manufactures for us are priced on a cost-plus basis, with a mark-up of H-D’s cost for manufacturing the relevant product.
A significant portion of our workforce is comprised of engineering and technology teams that are poised to design and develop future products and services. None of our employees are represented by a labor union. We have never experienced any work stoppages and we believe that our employee relations are good.
Of all employees, 93% are based in the U.S., and substantially all employees are salaried. A significant portion of our workforce is comprised of engineering and technology teams that are poised to design and develop future products and services. None of our employees are represented by a labor union.
We value agility, passion and teamwork, and are building a diverse environment where our employees can thrive and one that inspires exceptional contributions and professional and personal development to achieve our goal of pioneering the next era of electric vehicle technology. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and new employees.
We value simplicity, passion and teamwork, and strive to build and maintain a positive environment where our employees can thrive and one that inspires exceptional contributions and professional and personal development to achieve our goal of pioneering the next era of electric vehicle technology.
Our location in Malibu, California opened in February 2022, giving riders an additional venue to experience the LiveWire brand. 5 Share the Love of Riding - STACYC’s mission has been to Share the Love of Riding , designing and selling electric stability bikes for kids, enabling the development of their skillset and powering their journey to independence on two wheels.
Share the Love of Riding - STACYC’s mission has been to Share the Love of Riding , designing and selling electric stability bikes for kids, enabling the development of their skillset and powering their journey to independence on two wheels while preparing them to become the next generation of riders.
The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as, direct to consumers online.
STACYC Segment The STACYC segment primarily focuses on the designing and selling of electric balance bikes for kids, and related parts and accessories. The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as, direct to consumers online.
In addition to core sales activities of the KYMCO Group brand, it is a trusted design and manufacturing partner to other premium two-wheel original equipment manufacturers. LiveWire will draw on H-D’s and the KYMCO Group’s best-in-class operations, benefiting from knowledge, scale and infrastructure across material sourcing, electric vehicle building and global distribution.
LiveWire will draw on H-D’s and the KYMCO Group’s best-in-class operations, benefiting from knowledge, scale and infrastructure across material sourcing, electric vehicle building and global distribution.
The Master Services Agreement or any statement of work may be terminated by either party upon the other party’s material, uncured breach.
The Master Services Agreement has an initial term of seven years and will be renewable upon mutual agreement. The Master Services Agreement or any related letter agreement for additional services may be terminated by either party upon the other party’s material, uncured breach.
The products that H-D manufactures for us are priced on a cost-plus basis, with a mark-up of six percent of H-D’s cost for manufacturing the relevant product. An operational committee consisting of designated employees of each party will meet quarterly for administrative purposes, including for the review of changes to pricing, minimum volumes and other terms.
An operational committee consisting of designated employees of each party will meet quarterly for administrative purposes, including for the review of changes to pricing, minimum volumes and other terms.
Canadian regulations in many ways follow those of the USA FMVSS and the EU/ECE regulatory requirements for compliance and our vehicles will meet the applicable Canadian requirements. Moreover, Canada ICES standards are applicable and our vehicles are properly marked for meeting compliance requirements to ICES-002 (identified on our Vehicle Emission Control Information (VECI) Label.
Moreover, Canada Interference-Causing Equipment Standards (ICES) are applicable and our vehicles are properly marked for meeting compliance requirements to ICES-002 (identified on our Vehicle Emission Control Information (VECI) Label. Environmental, Health and Safety Regulations in the United Kingdom Europe Type Approval.
Marketing – The Electric Motorcycles segment’s brand, products and the riding experience are marketed to consumers in the United States and select international markets. Marketing occurs primarily through digital and experiential activities as well as through more traditional promotional and advertising activities.
Parts, accessories, and apparel – Parts and accessories products include replacement parts and mechanical and cosmetic accessories, clothing and riding gear. Marketing – STACYC’s brand, products and the riding experience are marketed to consumers worldwide. Marketing occurs primarily through digital and experiential activities as well as through more traditional promotional and advertising activities.
In December 2022, the Company extended ownership to all employees by making a one-time equity grant, including to those employees that are not otherwise eligible for equity grants.
In December 2022, the Company extended ownership to all employees by making a one-time equity grant, including to those employees that are not otherwise eligible for equity grants. Additionally, our comprehensive health and welfare benefits program provides our employees with a variety of medical and dental plans, plus voluntary benefits like vision or critical illness protection.
LiveWire Connect remotely bridges the rider to the bike using built-in cellular connectivity and GPS, providing status, notifications, and alerts. In combination with the cloud system and the TCU, the mobile app enables an ecosystem of services provided to LiveWire electric motorcycle riders.
Our S2 mobile app remotely bridges the rider to the bike using built-in cellular connectivity and GPS, providing status, notifications, and alerts.
The introduction of Firmware Over the Air (“FOTA”) allows for continual upgrades and refinements to the electric motorcycle in the field, greatly reducing the need and inconvenience for service or repair appointments for setting or software updates. With FOTA-enabled electronic control units on the vehicle, each subsystem becomes remotely addressable and updatable.
In combination with the cloud system and the TCU, the mobile app enables an ecosystem of services provided to LiveWire electric motorcycle riders Our Firmware Over the Air (“FOTA”) allows for continual upgrades and refinements to the electric motorcycle in the field, greatly reducing the need and inconvenience for service or repair appointments for setting or software updates.
Through these collaborative relationships, the Electric Motorcycles segment gains access to technical and commercial resources for application directly to product design, development and manufacturing initiatives. In addition, through a continued focus on collaboration and strong supplier relationships, the Electric Motorcycles segment believes it is positioned to achieve its strategic objectives and deliver cost and quality improvements over the long-term.
In addition, through a continued focus on collaboration and strong supplier relationships, the Electric Motorcycles segment believes it is positioned to achieve its strategic objectives and deliver cost and quality improvements over the long-term. The principal raw materials in Electric Motorcycles segment’s products include battery cells, semi-conductor chips, steel and aluminum castings, forgings, steel sheet and bar.
The LiveWire ONE and the LiveWire S2 Del Mar are, and future products will be expected to be, at the time of production, fully compliant with all such Safety Standards without the need for any exemptions.
As set forth by the National Traffic and Motor Vehicle Safety Act, we must certify that our electric vehicles meet all applicable Safety Standards. Electric Motorcycles’ current products are, and future products will be expected to be, at the time of production, fully compliant with all such Safety Standards without the need for any exemptions.
The Electric Motorcycles segment closely monitors the overall viability of its supply base. The Electric Motorcycles segment is proactively working with its suppliers in an effort to minimize disruptions resulting from supply chain challenges. STACYC Segment The STACYC segment primarily focuses on the designing and selling of electric balance bikes for kids.
Additional raw materials in Electric Motorcycles segment’s products include certain motorcycle components including, but not limited to, batteries, tires, seats, electrical components, instruments and wheels. The Electric Motorcycles segment closely monitors the overall viability of its supply base. The Electric Motorcycles segment is proactively working with its suppliers in an effort to minimize disruptions resulting from supply chain challenges.
Directing the shift to electric vehicles is a mission-driven leadership team with the competitive advantages of being in the market ahead of other motorcycle companies and having a pipeline of future products. LiveWire’s Strategic Priorities Lead in Electric and the Transformation of Motorcycling - The electric vehicle market will include both established manufacturers and new entrants.
LiveWire’s Strategic Priorities Lead in Electric and the Transformation of Motorcycling - The electric vehicle market will include both established manufacturers and new entrants.
With the introduction of the S2 platform, LiveWire powertrains are assembled in H-D’s Powertrain Operations in Menomonee Falls, Wisconsin, and overall vehicle assembly will continue to be in the York facility. Raw Materials and Purchased Components – The Electric Motorcycles segment continues to establish and reinforce long-term, mutually beneficial relationships with its suppliers.
With the introduction of the S2 platform, LiveWire powertrains are assembled in H-D’s Powertrain Operations in Menomonee Falls, Wisconsin, and overall vehicle assembly will continue to be in the York facility. On November 5, 2024, LiveWire announced a non-binding Memorandum of Understanding with KYMCO to collaborate on a new electric maxi-scooter project.
That customer may contact a licensed LiveWire retail partner through the internet, by telephone or visiting the location directly. However, some states may take an alternative approach or interpretation and attempt to prohibit direct sales and/or also restrict traditional marketing, pre-sale and/or sales activities.
That customer may contact a licensed LiveWire retail partner through the internet, by telephone or visiting the location directly.
Any changes to an approved vehicle type, including substantial software changes, must go through updated Type Approval by the Competent Authority. EU Emissions Regulations. We believe Europe’s regulatory environment is generally conducive to the development, production and sale of electric vehicles.
Once the vehicle type is approved, all vehicles manufactured based on the approved type of vehicle may be produced or imported and sold in Europe. Any changes to an approved vehicle type must go through updated Type Approval by the Competent Authority. EU Emissions Regulations.
While we expect competition to grow as the market shifts to electric, and more players begin to make serious investments, we believe the Electric Motorcycles segment is the only player and established brand with the combination of technology, manufacturing, and market position to lead the growing electric motorcycle market. 9 Parts, accessories, and apparel – Parts, accessories, and apparel products include replacement parts and mechanical and cosmetic accessories, clothing and accessories.
While we expect competition to grow in the market as competitors invest in the total addressable electric two-wheel market, we believe the Electric Motorcycles segment is primarily positioned with the combination of technology, manufacturing, and market position to lead the growing electric motorcycle market.
Human Capital Management Our People and Culture As of December 31, 2023, the Company’s global workforce was comprised of approximately 248 employees, including approximately 227 and 21 employees within the Electric Motorcycles and STACYC segments, respectively. Of all employees, 94% are based in the U.S., and substantially all employees are salaried.
Through these collaborative relationships, STACYC gains access to technical and commercial resources for application directly to product design, development and manufacturing initiatives. Human Capital Management Our People and Culture As of December 31, 2024, the Company’s global workforce was comprised of approximately 182 employees, including approximately 162 and 20 employees within the Electric Motorcycles and STACYC segments, respectively.
The charges for the services are on a cost-plus basis (with a mark-up to reflect the management and administrative cost of providing the serv ices). The services generally commenced on the date of the Separation and were intended to terminate between six and twelve months of the date of the Separation.
The services generally commenced on the date of the Separation and were intended to terminate between six and twelve months of the date of the Separation, with the option to extend or convert the services to longer term under the Master Service Agreement.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, due to the global semiconductor supply shortage, other supply chain issues including the COVID-19 pandemic, the conflict in Ukraine, the Israeli-Palestinian military conflict, and the current inflationary environment in the United States, the cost of input materials, components and processes required to produce our electric vehicles is expected to 19 increase, and we may need to increase the prices of our electric vehicles in response to these cost pressures.
Biggest changeFor example, supply chain issues, resulting from global trade issues and changes in and uncertainties with respect to trade and export regulations, trade policies and sanctions, tariffs, international trade disputes, particularly those relating to exports of certain technologies to China, geopolitical events and related actions that may occur between mainland China and Taiwan, the conflict in Ukraine, the Israeli-Palestinian military conflict, and inflationary pressure, may result in increases in the cost of input materials, components and processes required to produce our electric vehicles, and we may need to increase the prices of our electric vehicles in response to these cost pressures.
Additionally, under the Intellectual Property License Agreement, H-D has the right to use all of our existing our intellectual property and incremental improvements to our existing intellectual property, which could facilitate H-D’s development of products that compete with ours; however, H-D may be required in some cases to pay us royalties for the use of our existing intellectual property and their rights to our newly-developed intellectual property would be limited as defined under the Joint Development Agreement.
Additionally, under the Intellectual Property License Agreement, H-D has the right to use all of our existing intellectual property and incremental improvements to our existing intellectual property, which could facilitate H-D’s development of products that compete with ours; however, H-D may be required in some cases to pay us royalties for the use of our existing intellectual property and their rights to our newly-developed intellectual property would be limited as defined under the Joint Development Agreement.
In addition, by providing financing to and collecting related information from customers, we are subject to financial privacy laws such as the Gramm-Leach-Bliley Act of 1999 and its implementing regulations (“GLBA”), which restricts certain collection, use, disclosure and other processing of certain information and contains compliance requirements such as providing notice to individuals of privacy practices and implementing data security standards.
In addition, by providing financing to and collecting related information from customers, we are subject to financial privacy laws such as the Gramm-Leach-Bliley Act of 1999 and its implementing regulations (the “GLBA”), which restricts certain collection, use, disclosure and other processing of certain information and contains compliance requirements such as providing notice to individuals of privacy practices and implementing data security standards.
We expect to incur significant costs in complying with these regulations.
We expect to incur significant costs in complying with these regulations.
The market price for our Common Stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others: 47 • the development and sustainability of an active trading market for our Common Stock; • trends and changes in consumer preferences in the industries in which we operate; • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer and advertising marketplaces; • changes in key personnel; • our entry into new markets; • changes in our operating performance; • investors’ perceptions of our prospects and the prospects of the businesses in which we participate; • fluctuations in quarterly revenue and operating results, as well as differences between our actual financial and operating results and those expected by investors; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation; • guidance, if any, that we provide to the public, any changes in such guidance or our failure to meet such guidance; • changes in financial estimates or ratings by any securities analysts who follow our Common Stock, our failure to meet such estimates or failure of those analysts to initiate or maintain coverage of our Common Stock; • downgrades in our credit ratings or the credit ratings of our competitors; • investor perceptions of the investment opportunity associated with our Common Stock relative to other investment alternatives; • the inclusion, exclusion or deletion of our stock from any trading indices; • future sales of our Common Stock by our officers, directors and significant stockholders; • other events or factors, including those resulting from system failures and disruptions, hurricanes, wars, acts of terrorism, other natural disasters or responses to such events; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and • changes in accounting principles.
The market price for our Common Stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others: • the development and sustainability of an active trading market for our Common Stock; 47 • trends and changes in consumer preferences in the industries in which we operate; • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer and advertising marketplaces; • changes in key personnel; • our entry into new markets; • changes in our operating performance; • investors’ perceptions of our prospects and the prospects of the businesses in which we participate; • fluctuations in quarterly revenue and operating results, as well as differences between our actual financial and operating results and those expected by investors; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation; • guidance, if any, that we provide to the public, any changes in such guidance or our failure to meet such guidance; • changes in financial estimates or ratings by any securities analysts who follow our Common Stock, our failure to meet such estimates or failure of those analysts to initiate or maintain coverage of our Common Stock; • downgrades in our credit ratings or the credit ratings of our competitors; • investor perceptions of the investment opportunity associated with our Common Stock relative to other investment alternatives; • the inclusion, exclusion or deletion of our stock from any trading indices; • future sales of our Common Stock by our officers, directors and significant stockholders; • other events or factors, including those resulting from system failures and disruptions, hurricanes, wars, acts of terrorism, other natural disasters or responses to such events; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and • changes in accounting principles.
We have limited experience in the actual provision of charging solutions to customers, and the facilitation of these services is subject to challenges, which include: • successful integration with existing third-party charging networks, including obtaining necessary licenses for charging solutions on commercially acceptable terms; • inadequate capacity or over capacity in certain areas, security risks or risk of damage to vehicles, charging equipment or real or personal property; 27 • access to sufficient charging infrastructure; • the potential for lack of customer acceptance of our charging solutions; and • the risk that government support for electric vehicle and alternative fuel solutions and infrastructure may not continue.
We have limited experience in the actual provision of charging solutions to customers, and the facilitation of these services is subject to challenges, which include: • successful integration with existing third-party charging networks, including obtaining necessary licenses for charging solutions on commercially acceptable terms; • inadequate capacity or over capacity in certain areas, security risks or risk of damage to vehicles, charging equipment or real or personal property; • access to sufficient charging infrastructure; • the potential for lack of customer acceptance of our charging solutions; and • the risk that government support for electric vehicle and alternative fuel solutions and infrastructure may not continue.
While the battery pack is designed to contain any single cell’s release of energy without spreading to neighboring cells, a field or testing failure of battery packs in our electric vehicles could occur, which could result in bodily injury or death and could subject us to lawsuits, product recalls or redesign efforts, all of which would be time consuming and expensive and could materially and negatively affect our brand image and results of operation.
While the battery pack is designed to contain any single cell’s release of energy without spreading to neighboring cells, a field or testing failure of battery packs in our electric vehicles could occur, which could result in bodily injury or death and could subject us to lawsuits, product recalls or redesign efforts, all of which would be time consuming and expensive and could materially and negatively affect our brand image and results of 28 operation.
Unexpected changes in business conditions, materials pricing, including inflation of raw material costs, labor issues, wars, trade policies, natural disasters, health epidemics, trade and shipping disruptions, port congestions and other factors beyond our or our suppliers’ control could also affect these suppliers’ ability to deliver components to us or to remain solvent and operational.
Unexpected changes in business conditions, materials pricing, including inflation of raw material costs, labor issues, wars, trade policies, tariffs, natural disasters, health epidemics, trade and shipping disruptions, port congestions and other factors beyond our or our suppliers’ control could also affect these suppliers’ ability to deliver components to us or to remain solvent and operational.
Our electric motorcycles are quieter compared to internal combustion engine motorcycles, which may subject riders to greater risks. To the extent accidents associated with our quieter electric motors occur, we could be subject to liability, negative 29 publicity, government scrutiny and further regulation. Any of these results could materially and adversely affect our business, prospects, financial condition and operating results.
Our electric motorcycles are quieter compared to internal combustion engine motorcycles, which may subject riders to greater risks. To the extent accidents associated with our quieter electric motors occur, we could be subject to liability, negative publicity, government scrutiny and further regulation. Any of these results could materially and adversely affect our business, prospects, financial condition and operating results.
In addition, H-D’s insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the Separation. Moreover, even if we ultimately succeed in 37 recovering from H-D or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses.
In addition, H-D’s insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the Separation. Moreover, even if we ultimately succeed in recovering from H-D or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses.
If we do not develop and maintain a strong brand associated with the LiveWire brand, our business, prospects, financial condition and operating results could be materially and adversely impacted. Our relationship with H-D presents potential opportunities, synergies and risks. Our brand and reputation could be materially and negatively affected through negative publicity regarding H-D and its products and services.
If we do not develop and maintain a strong brand associated with the LiveWire brand, our business, prospects, financial condition and operating results could be materially and adversely impacted. 21 Our relationship with H-D presents potential opportunities, synergies and risks. Our brand and reputation could be materially and negatively affected through negative publicity regarding H-D and its products and services.
In addition, we may be subject to covenants requiring us to satisfy certain financial tests and ratios, and our ability to satisfy such covenants may be affected by events outside of our control. We intend to continue to grant equity awards under our Incentive Award Plan, which has resulted and will result in additional share-based compensation expenses.
In addition, we may be subject to covenants requiring us to satisfy certain financial tests and ratios, and our ability to satisfy such covenants may be affected by events outside of our control. 33 We intend to continue to grant equity awards under our Incentive Award Plan, which has resulted and will result in additional share-based compensation expenses.
We may choose to or be compelled to undertake product recalls or take other similar actions, which could adversely affect our brand image, business and operating results. 17 • We depend on suppliers, including critical and single sourced suppliers, to deliver components according to schedules, prices, quality and volumes that are acceptable to us.
We may choose to or be compelled to undertake product recalls or take other similar actions, which could adversely affect our brand image, business and operating results. • We depend on suppliers, including critical and single sourced suppliers, to deliver components according to schedules, prices, quality and volumes that are acceptable to us.
We are also subject to permitting, registration, and other government approval requirements under environmental, health and safety laws and regulations applicable in the jurisdictions in which we operate. Those requirements obligate us to obtain permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products.
We are also subject to permitting, registration, and other government approval requirements under environmental, health and safety laws and regulations applicable in the jurisdictions in which we operate. Those requirements obligate us to obtain permits, registrations, certifications, and other government approvals from one or more governmental agencies to conduct our operations and sell our products.
In addition, we may need the cooperation of any such joint owners to enforce such patents against 34 third parties, and such cooperation may not be provided to us. Any of these factors could materially and negatively affect our business, financial condition and results of operations. If our goodwill becomes impaired, our operating results could be negatively impacted.
In addition, we may need the cooperation of any such joint owners to enforce such patents against third parties, and such cooperation may not be provided to us. Any of these factors could materially and negatively affect our business, financial condition and results of operations. If our goodwill becomes impaired, our operating results could be negatively impacted.
Any disruption could affect our ability to deliver electric vehicles and could increase our costs and negatively affect our liquidity and financial performance. Also, if a supplied vehicle component becomes the subject of a product recall, we may be required to find an alternative component, which could increase our costs and cause vehicle production delays.
Any disruption could affect our ability to deliver electric vehicles and could increase our costs and negatively affect our liquidity and financial performance. 25 Also, if a supplied vehicle component becomes the subject of a product recall, we may be required to find an alternative component, which could increase our costs and cause vehicle production delays.
Furthermore, many competitors headquartered outside the U.S. experience a financial benefit from a strengthening in the U.S. dollar relative to their home currency that can enable them to reduce prices to U.S. consumers. We are also subject to risks associated with changes in prices of commodities.
Furthermore, many competitors headquartered outside the U.S. experience a financial benefit from a 31 strengthening in the U.S. dollar relative to their home currency that can enable them to reduce prices to U.S. consumers. We are also subject to risks associated with changes in prices of commodities.
We entered into a number of agreements with H-D as a result of the Separation, including the Trademark License Agreement, Contract Manufacturing Agreement, Tax Matters Agreement, Master Services Agreement, Transition Services Agreement, Joint Development Agreement and Intellectual Property License Agreement, pursuant to which we and/or H-D have continuing obligations to each other.
We entered into a number of agreements with H-D as a result of the Separation, including the Trademark License Agreement, Contract Manufacturing Agreement, Tax Matters Agreement, Master Services Agreement, Joint Development Agreement and Intellectual Property License Agreement, pursuant to which we and/or H-D have continuing obligations to each other.
The Federal Trade Commission recently updated its Safeguards Rule, which requires certain companies to implement specific safeguards to protect personal information processed in relation to providing a financial product or service, including to require certain financial institutions to report certain data security breaches to the FTC.
The Federal Trade Commission updated its Safeguards Rule, which requires certain companies to implement specific safeguards to protect personal information processed in relation to providing a financial product or service, including to require certain financial institutions to report certain data security breaches to the FTC.
All lithium-ion batteries are consumable components that become less effective as they chemically age. As lithium-ion batteries chemically age, the amount of charge they can hold diminishes, which may result in a perceptible decrease in range for an 24 electric vehicle.
All lithium-ion batteries are consumable components that become less effective as they chemically age. As lithium-ion batteries chemically age, the amount of charge they can hold diminishes, which may result in a perceptible decrease in range for an electric vehicle.
Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: • perceptions about electric vehicles quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such electric vehicles are produced by us or other manufacturers; • perceptions about electric vehicles’ safety in general, in particular safety issues that may be attributed to the use of advanced technology, including electric vehicles systems; • range anxiety, including the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; • the availability of new energy vehicles; • the availability of service and charging stations for electric vehicles; • the costs and challenges of installing home charging equipment, including for multi-family, rental and densely populated urban housing; • the environmental consciousness of consumers, and their adoption of electric vehicles; • the occurrence of negative incidents, or perception that negative incidents have occurred, with respect to our or our competitors’ electric vehicles resulting in adverse publicity and harm to consumer perceptions in electric vehicles generally; • the higher initial upfront purchase price of electric vehicles, despite lower cost of ongoing operating and maintenance costs, compared to internal combustion engines vehicles; • perceptions about and the actual cost of alternative fuel, including the capacity and reliability of the electric grid; • belief that electric vehicles may subject riders and passengers to greater risks because electric vehicles are quieter compared to internal combustion engine vehicles; • regulatory, legislative and political changes; and • macroeconomic factors.
Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: • perceptions about electric vehicles quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such electric vehicles are produced by us or other manufacturers; • perceptions about electric vehicles’ safety in general, in particular safety issues that may be attributed to the use of advanced technology, including electric vehicles systems; • range anxiety, including the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; • the availability of new energy vehicles; • the availability of service and charging stations for electric vehicles; • the costs and challenges of installing home charging equipment, including for multi-family, rental and densely populated urban housing; • the environmental consciousness of consumers, and their adoption of electric vehicles; • the occurrence of negative incidents, or perception that negative incidents have occurred, with respect to our or our competitors’ electric vehicles resulting in adverse publicity and harm to consumer perceptions in electric vehicles generally; 29 • the higher initial upfront purchase price of electric vehicles, despite lower cost of ongoing operating and maintenance costs, compared to internal combustion engines vehicles; • perceptions about and the actual cost of alternative fuel, including the capacity and reliability of the electric grid; • belief that electric vehicles may subject riders and passengers to greater risks because electric vehicles are quieter compared to internal combustion engine vehicles; • regulatory, legislative and political changes, trade disputes and tariffs; and • macroeconomic factors.
We will be required to make payments to H-D under the Contract Manufacturing Agreement, Tax Matters Agreement, Master Services Agreement, Transition Services Agreement and certain other agreements, and the amounts of such payments could be significant. We have entered into certain agreements pursuant to which we will be obligated to make payments to H-D.
We will be required to make payments to H-D under the Contract Manufacturing Agreement, Tax Matters Agreement, Master Services Agreement, and certain other agreements, and the amounts of such payments could be significant. We have entered into certain agreements pursuant to which we will be obligated to make payments to H-D.
For example, our misuse of or failure to secure 40 personal information could result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, and/or result in significant liability and damage to our reputation and credibility.
For example, our misuse of or failure to secure personal information could result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, and/or result in significant liability and damage to our reputation and credibility.
Our brand and reputation could be materially and negatively affected through negative publicity regarding H-D and its products and services. • We may experience operational and financial risks if we fail to effectively and appropriately separate the LiveWire business from the H-D business. • H-D could make decisions for the benefit of its overall business that could negatively impact our overall business. • Our relationship with H-D may impact our other business relationships or potential business relationships. • Leveraging contract manufacturers, including H-D, KYMCO and other potential partners, to contract manufacture electric vehicles is subject to risks. • If retail partners are unwilling to participate in our go-to-market business model or are unable or ineffective in establishing or maintaining relationships with customers for electric vehicles, it may adversely impact our business. • If we are unable to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry, or are subject to negative publicity, then our business, prospects, financial condition and operating results may suffer materially. • We, our outsourcing partners, and our suppliers are subject to numerous regulations.
Our brand and reputation could be materially and negatively affected through negative publicity regarding H-D and its products and services. • We may experience operational and financial risks if we fail to effectively and appropriately separate the LiveWire business from the H-D business. • H-D could make decisions for the benefit of its overall business that could negatively impact our overall business. • Our relationship with H-D may impact our other business relationships or potential business relationships. • Leveraging contract manufacturers, including H-D, KYMCO and other potential partners, to contract manufacture electric vehicles is subject to risks. • If retail partners are unwilling to participate in our go-to-market business model or are unable or ineffective in establishing or maintaining relationships with customers for electric vehicles, it may adversely impact our business. • If we are unable to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry, or are subject to negative publicity, then our business, prospects, financial condition and operating results may suffer materially. • We, our service providers, and our suppliers are subject to numerous regulations.
Historically, motorcycle customers have expected motorcycle manufacturers to periodically introduce new and improved vehicle models. To meet these expectations, we intend to introduce new electric motorcycle models and enhanced versions of 20 existing models. The electric vehicle market is new and quickly evolving.
Historically, motorcycle customers have expected motorcycle manufacturers to periodically introduce new and improved vehicle models. To meet these expectations, we intend to introduce new electric motorcycle models and enhanced versions of existing models. The electric vehicle market is new and quickly evolving.
However, the resolution that we actually reach may be less favorable than if we were dealing with an unaffiliated party. 35 The agreements we entered into with H-D may be amended upon agreement between the parties.
However, the resolution that we actually reach may be less favorable than if we were dealing with an unaffiliated party. The agreements we entered into with H-D may be amended upon agreement between the parties.
Some of our directors and executive officers own H-D restricted stock units and/or stock options that fluctuate in value in accordance with the value of H-D’s share price. In addition, some of our executive officers and directors are executive officers and/or directors of H-D.
Some of our directors and executive officers own H-D restricted stock units and/or stock options that fluctuate in value in accordance with the value of H-D’s share price. In addition, some of our executive officers and directors are executive officers 37 and/or directors of H-D.
We could become subject to claims for toxic torts, natural resource damages and other damages as well as for the investigation and cleanup of contamination in the soil, surface water, groundwater, and other media.
We could become subject to claims for toxic torts, natural resource damages and other damages as well as for the investigation and cleanup of contamination in the soil, surface water, groundwater, air, and other media.
Risks Related to Information Technology, Intellectual Property, Data Security and Privacy We collect and process significant information about our customers and their vehicles and are subject to various privacy and consumer protection laws.
Risks Related to Information Technology, Intellectual Property, Data Security and Privacy We collect and process significant information about our customers and their vehicles and are subject to various privacy, marketing and consumer protection laws.
Volatility in 28 demand may lead to lower vehicle unit sales, which may result in downward price pressure and adversely affect our business, prospects, financial condition and operating results.
Volatility in demand may lead to lower vehicle unit sales, which may result in downward price pressure and adversely affect our business, prospects, financial condition and operating results.
Additionally, all sales of electric motorcycles and related products to independent dealers in the US and Canada are financed through Harley-Davidson Financial Services, Inc. (“HDFS”), therefore we face the risk that HDFS could change its lending policies in the future, which could have a material adverse effect on our business, prospects, financial condition and operating results.
Additionally, all sales of electric motorcycles and related products to H-D independent dealers in the US and Canada are financed through Harley-Davidson Financial Services, Inc. (“HDFS”), therefore we face the risk that HDFS could change its lending policies in the future, which could have a material adverse effect on our business, prospects, financial condition and operating results.
The continued development of and the ability to sell our electric vehicles at scale, including the LiveWire One, the S2 Del Mar, and future electric vehicles, are and will be subject to risks, including with respect to: • our ability to secure necessary funding; • our ability to develop and launch a light model electric vehicle at scale and at competitive profit margins for our business; • our ability to negotiate and execute definitive agreements, and maintain arrangements on reasonable terms, with our various suppliers for hardware, software or services necessary to engineer or manufacture parts or components of our electric vehicles; • securing necessary components, services or licenses on acceptable terms and in a timely manner; • delays by us in delivering final component designs to our suppliers; • our ability to accurately produce electric vehicles within specified design tolerances; • quality controls, including within our production operations, that prove to be ineffective or inefficient; • defects in design and/or manufacture that cause our electric vehicles not to perform as expected or that require repair, field actions, product recalls or design changes; • delays, disruptions or increased costs in our third-party outsourcing partners’ and our third-party suppliers’ supply chain, including raw material supplies; • other delays, cost overruns and backlog in manufacturing and research and development of new models; • obtaining required regulatory approvals and certifications; • compliance with environmental, safety and similar regulations; and • our ability to attract, recruit, hire, retain and train skilled employees.
The continued development of and the ability to sell our electric vehicles at scale, including the LiveWire One, the S2 platform, and future electric vehicles, are and will be subject to risks, including with respect to: • our ability to secure necessary funding; • our ability to develop and launch a light model electric vehicle at scale and at competitive profit margins for our business; • our ability to negotiate and execute definitive agreements, and maintain arrangements on reasonable terms, with our various suppliers for hardware, software or services necessary to engineer or manufacture parts or components of our electric vehicles; • securing necessary components, services or licenses on acceptable terms and in a timely manner; • delays by us in delivering final component designs to our suppliers; • our ability to accurately produce electric vehicles within specified design tolerances; • quality controls, including within our production operations, that prove to be ineffective or inefficient; • defects in design and/or manufacture that cause our electric vehicles not to perform as expected or that require repair, field actions, product recalls or design changes; • delays, disruptions or increased costs in our third-party service providers’ and our third-party suppliers’ supply chain, including raw material supplies; • other delays, cost overruns and backlog in manufacturing and research and development of new models; • obtaining required regulatory approvals and certifications; • compliance with environmental, safety and similar regulations; and • our ability to attract, recruit, hire, retain and train skilled employees.
The techniques used by threat actors change frequently, are becoming increasingly diverse and sophisticated, and may be difficult to detect for long periods of time. We receive information technology services, including cybersecurity support, from H-D through the Transition Services Agreement.
The techniques used by threat actors change frequently, are becoming increasingly diverse and sophisticated, and may be difficult to detect for long periods of time. We receive information technology services, including cybersecurity support, from H-D through the Master Services Agreement.
We cannot fully predict the impact of such comprehensive state privacy laws, or subsequent guidance, regulations or rules on our business or operations, including those that are still in draft form, but it may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal information, our financial condition, and the results of our operations or prospects.
We cannot fully predict the impact of such laws, or subsequent guidance, regulations or rules on our business or operations, including those that are still in draft form, but it may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal information, our financial condition, and the results of our operations or prospects.
Such agreements include the Contract Manufacturing Agreement, Tax Matters Agreement, Master Services Agreement, Transition Services 36 Agreement and certain others. The amounts payable under these agreements could be significant and could prohibit or restrict us from using these funds in other aspects of our business.
Such agreements include the Contract Manufacturing Agreement, Tax Matters Agreement, Master Services Agreement, and certain others. The amounts payable under these agreements could be significant and could prohibit or restrict us from using these funds in other aspects of our business.
Following the Separation, while a number of these resources will continue to be at H-D and used to provide services to us under the Transition Services Agreement, we now perform certain of our own financial, operational and managerial functions.
Following the Separation, while a number of these resources will continue to be at H-D and used to provide services to us under the Master Services Agreement, we now perform certain of our own financial, operational and managerial functions.
While our Electric Motorcycles segment currently focuses on the LiveWire One and the S2 Del Mar, we expect our product roadmap to expand beyond the LiveWire One and the S2 Del Mar and introduce new models in other categories or using other technologies that we have less experience in as we may adjust our strategies and plans from time to time to remain competitive as a pioneer in a new industry.
While our Electric Motorcycles segment currently focuses on the LiveWire One and the S2 platform, we expect our product roadmap to expand beyond the LiveWire One and the S2 platform and introduce new models in other categories or using other technologies that we have less experience in as we may adjust our strategies and plans from time to time to remain competitive as a pioneer in a new industry.
To the extent that our current practices do not align with these and other proposed regulatory developments, this may lead to additional costs to the sourcing, assembly, transportation, and labeling of batteries.
To the extent that our current practices do not align with these and other updated and/or proposed regulatory developments, this may lead to additional costs to the sourcing, assembly, transportation, and labeling of batteries.
In addition, regulation, standards and research regarding ESG initiatives could change and become more onerous for both us and our third-party suppliers and vendors to meet successfully.
In addition, regulation, standards and research regarding ESG initiatives and disclosure requirements could change and become more onerous for both us and our third-party suppliers and vendors to meet successfully.
If we, our third‑party outsourcing partners or our suppliers are unable to obtain or comply with any of the licenses, approvals, certifications or other governmental authorizations necessary to carry out our operations in the jurisdictions in which we or they currently operate, or those jurisdictions in which we or they plan to operate in the future, our business, prospects, financial condition and operating results could be materially adversely affected.
If we, our third‑party service providers or our suppliers are unable to obtain or comply with any of the licenses, approvals, certifications or other governmental authorizations necessary to carry out our operations in the jurisdictions in which we or they currently operate, or those jurisdictions in which we or they plan to operate in the future, our business, prospects, financial condition and operating results could be materially adversely affected.
We have secured the experience and expertise of H-D and KYMCO to serve as our long-term contract manufacturing partners to provide manufacturing, procurement, logistics and distribution services for our platforms and certain other products.
We have secured the experience and expertise of H-D and KYMCO, as well as other vendors for STACYC products, to serve as our long-term contract manufacturing partners to provide manufacturing, procurement, logistics and distribution services for our platforms and certain other products.
If any of its customers face unexpected situations such as financial difficulties, it may not be able to receive full or any payment of the uncollected sums or enforce any judgment debts against such clients, and its business, prospects, financial condition and operating results could be materially and adversely affected.
If any of our customers face unexpected situations such as financial difficulties, we may not be able to receive full or any payment of the uncollected sums or enforce any judgment debts against such clients, and our business, prospects, financial condition and operating results could be materially and adversely affected.
We and our electric vehicles, and vehicles in general, as well as our third-party outsourcing partners and our suppliers, are or will be subject to substantial regulation under foreign, federal, state and local laws.
We and our electric vehicles, and vehicles in general, as well as our third-party service providers partners and our suppliers, are or will be subject to substantial regulation under foreign, federal, state and local laws.
In addition, emerging regulation requiring additional ESG public disclosure by certain companies in a number of jurisdictions and/or additional ESG obligations (for example, in relation to supply chains) may lead to heightened scrutiny of our ESG performance, to the extent we are required to publish additional information in relation to our ESG performance or to meet such additional ESG obligations.
In addition, emerging regulation requiring additional ESG public disclosure by certain companies in a number of jurisdictions and/or additional ESG obligations may lead to heightened scrutiny of our ESG performance, to the extent we are required to publish additional information in relation to our ESG performance or to meet such additional ESG obligations.
The requirements vary depending on the location where our regulated activities are conducted. Any failure to obtain or delay in obtaining required permits, registrations, and other government approvals could result in production delays and materially and adversely impact our operations and business.
The requirements vary depending on the location where our regulated activities are conducted. Any failure to obtain or delay in obtaining required permits, registrations, and other government approvals could result in production delays or the ability to sell direct to customers and materially and adversely impact our operations and business.
If current state tax incentives for two wheeled vehicles expire and if new federal and state tax incentives for two wheeled vehicles are not enacted in the future, our business, prospects, financial condition and operating results could be materially and negatively affected. Our electric motorcycles’ quiet performance compared to internal combustion engine motorcycles may subject riders to greater risks.
If these incentives are not extended or if new federal and state tax incentives for two wheeled vehicles are not enacted in the future, our business, prospects, financial condition and operating results could be materially and negatively affected. Our electric motorcycles’ quiet performance compared to internal combustion engine motorcycles may subject riders to greater risks.
If these contract manufacturing agreements terminate or expire, or if H-D or KYMCO fail to perform or meet our expected quality standards, timelines, capacity requirements, costs, manufacturing capabilities or manufacturing footprint, we may need to engage another third‑party contract manufacturer or build our own in-house manufacturing capabilities, which could cause us to incur significant cost and expense.
If these contract manufacturing agreements terminate or expire, or if H-D or KYMCO, or other vendors for STACYC products, fail to perform or meet our expected quality standards, timelines, capacity requirements, costs, manufacturing capabilities or manufacturing footprint, we may need to engage another 22 third‑party contract manufacturer or build our own in-house manufacturing capabilities, which could cause us to incur significant cost and expense.
Unfavorable changes to, or failure by us, our outsourcing partners or our suppliers to comply with these regulations could materially and negatively affect our business, prospects, financial condition and operating results. • Electric vehicles are inherently new products.
Unfavorable changes to, or failure by us, our service providers or our suppliers to comply with these regulations could materially and negatively affect our business, prospects, financial condition and operating results. • Electric vehicles are inherently new products.
Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as our limited operating history; customer unfamiliarity with our electric vehicles and electric vehicles and electric motorcycles in general; any delays in scaling production, delivery and service operations to meet demand; competition and uncertainty regarding the future of our electric vehicles and electric vehicles and electric motorcycles in general; and our production and sales performance compared with market expectations.
Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as our limited operating history; customer unfamiliarity with our electric vehicles and electric vehicles and electric motorcycles in general; any delays in scaling production, delivery and service operations to meet demand; competition and uncertainty regarding the future of our electric vehicles and electric vehicles and electric motorcycles in general; and our production and sales performance compared with market expectations. 23 We, our service providers, and our suppliers are subject to numerous regulations.
These risks include: • conforming our electric vehicles to various international regulatory requirements where our electric vehicles are sold and serviced, which requirements may change over time; • expenditures related to foreign lawsuits and liability; • difficulties in staffing and managing foreign operations; • difficulties establishing relationships with, or disruption in the supply chain from, international suppliers; • difficulties attracting customers in new jurisdictions; • difficulties in attracting effective distributors, dealers or sales agents, as the case may be; • foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate funds to the United States; • fluctuations in foreign currency exchange rates and interest rates, including risks related to any foreign currency swap or other hedging activities we undertake; • United States and foreign government trade restrictions, tariffs and price or exchange controls; • foreign labor laws, regulations and restrictions; • changes in diplomatic and trade relationships; • laws and business practices favoring local companies; • difficulties protecting or procuring intellectual property; • the adoption of the LiveWire brand versus competitive foreign brands; • political instability, natural disasters, war or events of terrorism and health epidemics, such as the COVID-19 pandemic, the conflict in Ukraine or the Israeli-Palestinian conflict; and • the strength of international economies. 31 If we fail to successfully address these risks, our business, prospects, financial condition and operating results could be materially and adversely affected.
These risks include: • conforming our electric vehicles to various international regulatory requirements where our electric vehicles are sold and serviced, which requirements may change over time; • expenditures related to foreign lawsuits and liability; • difficulties in staffing and managing foreign operations; • difficulties establishing relationships with, or disruption in the supply chain from, international suppliers; 26 • difficulties attracting customers in new jurisdictions; • difficulties in attracting effective distributors, dealers or sales agents, as the case may be; • foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate funds to the United States; • fluctuations in foreign currency exchange rates and interest rates, including risks related to any foreign currency swap or other hedging activities we undertake; • United States and foreign government trade restrictions, tariffs and price or exchange controls; • foreign labor laws, regulations and restrictions; • changes in diplomatic and trade relationships; • laws and business practices favoring local companies; • difficulties protecting or procuring intellectual property; • the adoption of the LiveWire brand versus competitive foreign brands; • political instability, natural disasters, war or events of terrorism and health epidemics, such as the conflict in Ukraine or the Israeli-Palestinian conflict; and • the strength of international economies.
Additionally, if our sublease at our Company-owned dealership location is either terminated or not renewed by our landlord and we do not have an existing alternate dealership location, that could jeopardize our dealer license, which would impact our ability to make direct sales to consumers and could materially and adversely affect our business.
Additionally, if our sublease at our Company-owned dealership location is either terminated or not renewed by our landlord, or otherwise prohibited for legal or regulatory reasons, and we do not have an existing alternate dealership location, that could jeopardize our dealer license, which would impact our ability to make direct sales to consumers and could materially and adversely affect our business.
Regulations related to the electric vehicle industry and alternative energy are currently evolving and we face risks associated with changes to these regulations, such as: • the imposition of a carbon tax or the introduction of a cap-and-trade system on electric utilities, either of which could increase the cost of electricity and thereby the cost of operating an electric vehicle; • new state regulations of electric vehicles fees could discourage consumer demand for electric vehicles; • the increase of subsidies for alternative fuels such as corn and ethanol could reduce the operating cost of vehicles that use such alternative fuels and gasoline, and thereby reduce the appeal of electric vehicles; • changes to the regulations governing the sourcing, assembly, transportation and labeling of battery cells could increase the cost of battery cells or make such commodities more difficult to obtain; • changes in regulation, for example relating to the noise required to be emitted by electric vehicles, may impact the design or function of electric vehicles, and thereby lead to decreased consumer appeal; • changes in regulations governing the range and miles per gallon of gasoline-equivalent calculations could lower our electric vehicles’ ratings, making electric vehicles less appealing to consumers; and • the amendment or rescission of the Corporate Average Fuel Economy (“CAFE”) standards could reduce new business opportunities for our business.
Regulations related to the electric vehicle industry and alternative energy are currently evolving and we face risks associated with changes to these regulations, such as: • the imposition of a carbon tax or the introduction of a cap-and-trade system on electric utilities, either of which could increase the cost of electricity and thereby the cost of operating an electric vehicle; • new state regulations of electric vehicles fees could discourage consumer demand for electric vehicles; • the increase of subsidies for alternative fuels such as corn and ethanol could reduce the operating cost of vehicles that use such alternative fuels and gasoline, and thereby reduce the appeal of electric vehicles; • changes to the regulations governing the sourcing, assembly, transportation and labeling of battery cells (such as the Batteries Regulation in the EU and related secondary legislation) could increase the cost of battery cells or make such commodities more difficult to obtain; • changes in regulation, for example relating to the noise required to be emitted by electric vehicles, may impact the design or function of electric vehicles, and thereby lead to decreased consumer appeal; • changes in regulations governing the range and miles per gallon of gasoline-equivalent calculations could lower our electric vehicles’ ratings, making electric vehicles less appealing to consumers; and • changes in the U.S.
Even if we are able to keep pace with changes in technologies and develop new models, our prior models could become obsolete more quickly than expected, potentially reducing our return on investment. 18 Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion battery cells and key semiconductor chip components necessary for our electric vehicles, could materially and negatively affect our business.
Even if we are able to keep pace with changes in technologies and develop new models, our prior models could become obsolete more quickly than expected, potentially reducing our return on investment. 18 Increases in costs, disruption of supply, or shortage of materials and components necessary for our electric vehicles, could materially and negatively affect our business.
Any delay in payment by its customers may have an adverse effect on revenue and operating results. There is no assurance that STACYC will be able to collect all or any of the amounts owed to it in a timely matter.
Any delay in payment by our customers may have an adverse effect on revenue and operating results. There is no assurance that we will be able to 30 collect all or any of the amounts owed in a timely matter.
The success of our business depends on the availability of power and charging infrastructure for electric vehicles. Limitations on that infrastructure may negatively impact our business. Demand for our electric vehicles will depend in part upon the availability of public charging infrastructure.
Limitations on that infrastructure may negatively impact our business. Demand for our electric vehicles will depend in part upon the availability of public charging infrastructure.
In addition, a growth in popularity of electric vehicles without a significant expansion in battery cell production capacity could result in shortages which would result in increased materials costs to us and would impact our projected manufacturing and delivery timelines, and adversely affect our business, prospects, financial condition and operating results.
In addition, a growth in popularity of electric vehicles without a significant expansion in battery cell production capacity could result in shortages which would result in increased materials costs to us and would impact our projected manufacturing and delivery timelines, and adversely affect our business, prospects, financial condition and operating results. 19 Our limited operating history makes evaluating our business and future prospects difficult.
Failure to become profitable could materially and adversely affect the value of our Common Stock. If we are ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of our electric vehicles, such as the LiveWire One and the S2 Del Mar, and our services, which may not occur.
Failure to become profitable could materially and adversely affect the value of our Common Stock. If we are ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of our electric vehicles, and our services, which may not occur.
Any of these events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures or Internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our business, prospects, financial condition and operating results.
Any of these events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures or Internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our business, prospects, financial condition and operating results. 32 Weather may impact retail sales by our independent dealers.
For example, a global shortage of semiconductor chips has been reported since early 2021 and has caused challenges in the manufacturing industry and impacted our supply chain and production as well.
For example, a global shortage of semiconductor chips was reported beginning in early 2021 and caused challenges in the manufacturing industry and impacted our supply chain and production as well.
The exercise price for a warrant is $11.50 per share of Common Stock. On December 31, 2023, the closing price of our Common Stock was $11.31.
The exercise price for a warrant is $11.50 per share of Common Stock. On December 31, 2024, the closing price of our Common Stock was $4.81.
Factors that could trigger an impairment of such assets include the following: • changes in our organization or management reporting structure that could result in additional reporting units, which may require alternative methods of estimating fair values or greater disaggregation or aggregation in our analysis by reporting unit; • significant under performance relative to historical or projected future operating results; • significant changes in the strategy for our overall business; • significant negative industry or economic trends; • significant decline in our stock price for a sustained period; and • our market capitalization declining to below net book value.
Factors that could trigger an impairment of such assets include the following: • changes in our organization or management reporting structure that could result in additional reporting units, which may require alternative methods of estimating fair values or greater disaggregation or aggregation in our analysis by reporting unit; • significant under performance relative to historical or projected future operating results; • significant changes in the strategy for our overall business; • significant negative industry or economic trends; • significant decline in our stock price for a sustained period; and • our market capitalization declining to below net book value. 34 Future adverse changes in these or other unforeseeable factors could result in goodwill or other intangible assets impairment charges that could materially and negatively affect our business, financial condition and results of operations.
To the extent we are unable to meet user expectations or experience difficulties in facilitating access to charging solutions, our reputation and business, prospects, financial condition and operating results may be materially and adversely affected. Our electric vehicles use lithium-ion battery cells.
To the extent we are unable to meet user expectations or experience difficulties in facilitating access to charging solutions, our reputation and business, prospects, financial condition and operating results may be materially and adversely affected.
The electric vehicle industry is experiencing rapid technological changes, and we need to invest significant resources in research and development to lead technological advances and remain competitive in the market. Therefore, we expect that our research and development expenses will continue to be significant.
The electric vehicle industry can experience rapid technological changes, and we often need to invest significant resources in research and development to lead or maintain technological advances and remain competitive in the market. Therefore, we expect that our research and development expenses will continue to be significant.
In response to these tariffs, a number of US trading partners have imposed retaliatory tariffs on a wide range of US products, which makes it more costly for us to export our electric vehicles to those countries.
In response to these tariffs, a number of US trading partners have in the past imposed retaliatory tariffs on a wide range of US products and may do so in the future, which makes it more costly for us to export our electric vehicles to those countries.
Our insurance coverage strategy may not be adequate to protect us from all business risks. We may be subject, in the ordinary course of business, to losses resulting from product liability, accidents, acts of God and other claims against us, for which we may have no insurance coverage.
We may be subject, in the ordinary course of business, to losses resulting from product liability, accidents, acts of God and other claims against us, for which we may have no insurance coverage.
Any attempts to increase the announced or expected prices of our electric vehicles in response to increased costs could be viewed negatively by our potential customers and could adversely affect our business, prospects, financial condition and operating results.
Any attempts to increase the announced or expected prices of our electric vehicles in response to increased costs could be viewed negatively by our potential customers and could adversely affect our business, prospects, financial condition and operating results. The success of our business depends on the availability of power and charging infrastructure for electric vehicles.
As our electric vehicles are produced, we will need to maintain warranty reserves to cover warranty-related claims. If our warranty reserves are insufficient to cover future warranty claims on our electric vehicles, our business, prospects, financial condition and operating results could be materially and adversely affected.
Our warranty reserves may be insufficient to cover future warranty claims which could adversely affect our business, prospects, financial condition and operating results. As our electric vehicles are produced, we will need to maintain warranty reserves to cover warranty-related claims.
We face the risk of significant monetary exposure to claims in the event our electric vehicles do not perform as expected or contain design, manufacturing, or warning defects and to claims without merit, or in connection with malfunctions resulting in personal injury or death.
The vehicle, motorcycle and bicycle industries experience an abundance of product liability claims. We face the risk of significant monetary exposure to claims in the event our electric vehicles do not perform as expected or contain design, manufacturing, or warning defects and to claims without merit, or in connection with malfunctions resulting in personal injury or death.
In the EU, these include: (i) the revised Batteries Regulation, which entered into force in August 2023 and which will introduce, in a phased in manner, considerable new requirements in relation to batteries placed on the EU market; (ii) the Critical Raw Materials Act, which was proposed in March 2023 and politically agreed in November 2023 and will, among other areas, set targets in relation to the EU’s domestic extraction, processing and recycling of certain raw materials; and (iii) the Corporate Sustainability Due Diligence Directive, which was politically agreed by the European Parliament and European Council in December 2023 and will impose additional obligations on certain entities in relation to their supply chains.
In the EU, these include: (i) the revised Batteries Regulation, which entered into force in August 2023 and which will introduce, in a phased in manner, considerable new requirements in relation to batteries placed on the EU market; (ii) the Critical Raw Materials Act, which enacted in April 2024and will, among other areas, set targets in relation to the EU’s domestic extraction, processing and recycling of certain raw materials; and (iii) the Corporate Sustainability Due Diligence Directive, which was enacted in July 2024 and will impose additional obligations on certain entities in relation to their supply chains.
In 2019, H-D acquired STACYC Inc. and began selling electric balance bikes, which are currently sold under the STACYC and H-D brands, as well as through private label arrangements.
In 2024, additional models on the S2 platform were sold. In 2019, H-D acquired STACYC Inc. and began selling electric balance bikes, which are currently sold under the STACYC and H-D brands, as well as through private label arrangements.
We employ a go-to-market business model whereby our revenue is generated primarily by sales through retail partners, which are largely drawn from H-D’s traditional motorcycle dealer network while we also seek to develop new retail partners.
We employ a go-to-market business model whereby our revenue is generated primarily by selling at wholesale to a network of independent dealers, which currently are largely drawn from H-D’s traditional motorcycle dealer network, while we also seek to develop new retail partners.
Additionally, our recourse against H-D for their failure to perform or meet our expected quality standards is limited.
Additionally, our contractual exclusivity requirements and potential recourse against H-D for their failure to perform or meet our expected quality standards is limited.
For the foreseeable future, STACYC will depend on revenue generated from these limited number of models, until STACYC can expand the range of STACYC riders. 30 Given that for the foreseeable future our business will depend on a limited number of models, to the extent a particular model is not well received by the market, our sales volume, business, prospects, financial condition and operating results could be materially and adversely affected.
Given that for the foreseeable future our business will depend on a limited number of models, to the extent a particular model is not well received by the market, our sales volume, business, prospects, financial condition and operating results could be materially and adversely affected.
Any failure by us to meet our commitments or loss of confidence on the part of customers, investors, employees, brand partners and other stockholders as it relates to our ESG initiatives could negatively impact our brand, our business, prospects, financial condition and operating results.
Any failure (or perceived failure) to meet commitments that we have set in relation to ESG matters, or loss of confidence on the part of customers, investors, employees, brand partners and other stockholders as it relates to our ESG initiatives could negatively impact our brand, our business, prospects, financial condition and operating results.
Actual or threatened war, including the conflict in Ukraine, the Israeli-Palestinian conflict, terrorist activities, political unrest, civil strife and other geopolitical uncertainty could have a similar adverse effect on our business, prospects, financial condition and operating results.
Actual or threatened war, including the conflict in Ukraine, the Israeli-Palestinian conflict, terrorist activities, political unrest, geopolitical events and related actions that may occur between mainland China and Taiwan, civil strife and other geopolitical uncertainty could have a similar adverse effect on our business, prospects, financial condition and operating results.
Weather may impact retail sales by our independent dealers. We have observed that abnormally cold and/or wet conditions in a region, including impacts from hurricanes or unusual storms, could have the effect of reducing demand or changing the timing for purchases of our electric motorcycles at independent dealerships.
We have observed that abnormally cold and/or wet conditions in a region, including impacts from hurricanes or unusual storms, which may be exacerbated by the effects of climate change, could have the effect of reducing demand or changing the timing for purchases of our electric motorcycles at independent dealerships.
In the years ended December 31, 2023, 2022, and 2021, our research and development expenses amounted to $54,070 thousand, $35,612 thousand, and $35,308 thousand, respectively. Our research and development expenses accounted for 142.20%, 76.04%, and 98.61% of our total revenues for the years ended December 31, 2023, 2022, and 2021, respectively.
In the years ended December 31, 2024, 2023, and 2022, our research and development expenses amounted to $41,742 thousand, $54,070 thousand, and $35,612 thousand, respectively. Our research and development expenses accounted for 156.73%, 142.20%, and 76.04% of our total revenues for the years ended December 31, 2024, 2023, and 2022, respectively.
If we are required to act on these indemnities for the benefit of H-D, we may need to divert cash to meet those obligations and our financial results could be negatively impacted.
As a result of the Separation, H-D indemnifies us for certain liabilities and we indemnify H-D for certain liabilities. If we are required to act on these indemnities for the benefit of H-D, we may need to divert cash to meet those obligations and our financial results could be negatively impacted.
As we are a “controlled company” within the meaning of the NYSE listing standards and rely on exemptions from certain corporate governance requirements, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all NYSE corporate governance requirements.
The occurrence of such events could materially and adversely affect our business and financial condition. 36 As we are a “controlled company” within the meaning of the NYSE listing standards and rely on exemptions from certain corporate governance requirements, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all NYSE corporate governance requirements.
To the extent that such changes have a negative impact on us, our suppliers, manufacturers or our customers, including as a result of related uncertainty, these changes may materially and adversely affect our business, prospects, financial condition and operating results.
We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business. To the extent that such changes have a negative impact on us, our suppliers, manufacturers or our customers, including as a result of related uncertainty, these changes may materially and adversely affect our business, prospects, financial condition and operating results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit and Finance Committee reviews and discusses our information security and technology risks (such as cybersecurity), including our information security and risk management programs. Our cybersecurity program is contracted through and led by Harley-Davidson’s Chief Information Security Officer (CISO) who is responsible for assessing and managing the Company’s information security and technology risks (including cybersecurity).
Biggest changeThe Audit and Finance Committee reviews and discusses our information security and technology risks (such as cybersecurity), including our information security and risk management programs.
Harley-Davidson’s Chief Digital and Operations Officer has extensive experience in leading information systems management, strategy and operational execution, including information security and incident management, prevention and response. The Harley-Davidson CISO meets regularly with our Head of Digital to review and discuss our cybersecurity and other information technology risks and opportunities.
The CISO reports to Harley Davidson’s Chief Digital and Operations Officer, who has extensive experience in leading information systems management, strategy and operational execution, including information security and incident management, prevention and response. The Harley-Davidson CISO meets regularly with the appropriate management to review and discuss our cybersecurity and other information technology risks and opportunities.
Removed
On December 15, 2023, the Harley-Davidson CISO announced his retirement from Harley-Davidson, and since that time, Harley-Davidson's Chief Digital and Operations Officer is serving as the acting Harley-Davidson CISO, executing all of the responsibilities of the CISO while Harley-Davidson conducts a search to fill the position.
Added
Our cybersecurity program is contracted through and led by Harley-Davidson’s Chief Information Security and Privacy Officer (CISO) who is responsible for assessing and managing the Company’s data privacy function and information security and technology risks (including cybersecurity). The CISO has over 20 years of cyber industry and compliance experience, serving in a CISO capacity for over ten of those years.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties A summary of the principal operating properties as of December 31, 2023 is as follows: Type of Facility Location Status Corporate Office Milwaukee, WI Leased Product development center Wauwatosa, WI Leased LiveWire Labs - Research and development activities Mountain View, CA Leased LiveWire Labs - Customer experience center Malibu, CA Leased LiveWire Labs - Retail operations Canoga Park, CA Leased LiveWire Labs - Marketing displays and test rides Los Angeles, CA Leased 56
Biggest changeProperties A summary of the principal operating properties as of December 31, 2024 is as follows: Type of Facility Location Status Electric Motorcycles - corporate office Milwaukee, WI Leased Electric Motorcycles - product development center Wauwatosa, WI Leased Electric Motorcycles - customer experience center Malibu, CA Leased Electric Motorcycles - retail operations Carson, CA Leased Electric Motorcycles - marketing displays and test rides Los Angeles, CA Leased STACYC - corporate office and research and development activities Fort Worth, TX Leased

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings 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.
Biggest changeItem 3. Legal Proceedings 56 The Company from time to time may be subject to lawsuits and other claims related to product, commercial, supplier, employee, environmental and other matters in the normal course of business.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 9/26/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 LiveWire Group, Inc. $ 100 $ 76 $ 52 $ 69 $ 126 $ 74 $ 120 S&P 500 Index $ 100 $ 98 $ 106 $ 106 $ 112 $ 106 $ 106 59 Item 6.
Biggest changeWe have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 9/26/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 LiveWire Group, Inc. $100 $76 $52 $69 $126 $74 $120 $77 $82 $65 $51 S&P 500 Index $100 $98 $106 $113 $124 $123 $137 $152 $159 $168 $174 59 Item 6.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings; Purchases of Equity Securities by the Issuer or Affiliated Purchaser Sales of Unregistered Equity Securities Other than the information that has been previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2022, there were no unregistered sales of equity securities for the twelve months ended December 31, 2023, or for the period between September 30, 2022 and December 31, 2022.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings; Purchases of Equity Securities by the Issuer or Affiliated Purchaser Sales of Unregistered Equity Securities Other than the information that has been previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2022, there were no unregistered sales of equity securities for the years ended December 31, 2024 and 2023, or for the period between September 30, 2022 and December 31, 2022.
The remaining amount in the trust account and the PIPE Investment were used to fund the Business Combination and related transaction expenses. 58 Purchases of Equity Securities The Company’s share repurchases, which consisted of shares of Common Stock surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units were as follows during the quarter ended December 31, 2023: 2023 Fiscal Date of Vest Total Number of Shares Repurchased Average Price Per Share Paid Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs December 1 - December 31 180,055 $ 10.94 — — The LiveWire Group, Inc. 2022 Incentive Award Plan provides that the withholding obligations be settled by the Company retaining shares that are part of the award.
The remaining amount in the trust account and the PIPE Investment were used to fund the Business Combination and related transaction expenses. 58 Purchases of Equity Securities The Company’s share repurchases, which consisted of shares of Common Stock surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units were as follows during the quarter ended December 31, 2024: 2024 Fiscal Date of Vest Total Number of Shares Repurchased Average Price Per Share Paid Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs December 1 - December 31 88,371 $ 5.85 — — The LiveWire Group, Inc. 2022 Incentive Award Plan provides that the withholding obligations be settled by the Company retaining shares that are part of the award.
During the fourth quarter of 2023, the Company retained 180 thousand shares of common stock to satisfy withholding taxes in connection with the vesting of restricted stock units.
During the fourth quarter of 2024, there were 88 thousand shares of common stock retained to satisfy withholding taxes in connection with the vesting of restricted stock units.
Holders of Record As of February 21, 2024, there were 10 shareholders of record of our Common Stock and 3 holders of record of our warrants to purchase our Common Stock.
Holders of Record As of February 19, 2025, there were 11 shareholders of record of our Common Stock and 3 holders of record of our warrants to purchase our Common Stock.
Removed
Prior to the consummation of the Business Combination on September 26, 2022, ABIC’s Class A ordinary shares and warrants were traded on the NYSE under the trading symbols “IMPX” and “IMPX WS”, respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThis information is subject to revision. • Retail Motorcycle Unit Sales – LiveWire defines Retail Motorcycle Unit Sales as the sum of Company Retail Motorcycle Unit Sales and Independent Retail Motorcycle Unit Sales. • Company-owned dealership – Dealership owned and operated by LiveWire to sell electric motorcycles, related products, and services. 61 • Independent Retail Partners (Electric Motorcycles) – Retail Partners owned and operated by independent entities under contract with LiveWire to sell LiveWire electric motorcycles, related products and services. • Electric Balance Bike Unit Sales (STACYC) – LiveWire defines Electric Balance Bike Unit Sales as the number of electric balance bikes sold by LiveWire for which LiveWire recognized revenue during the period. • Independent Retail Partners (STACYC) – Retail Partners owned and operated by independent entities under contract with STACYC to sell electric balance bikes, related products and services.
Biggest changeThis information is subject to revision. • Retail Motorcycle Unit Sales – LiveWire defines Retail Motorcycle Unit Sales as the sum of Company Retail Motorcycle Unit Sales and Independent Retail Motorcycle Unit Sales. • Company-owned dealership – Dealership owned and operated by LiveWire to sell electric motorcycles, related products, and services. • Independent Retail Partners (Electric Motorcycles) – Independent Retail Partners as used with Electric Motorcycles are dealers owned and operated by independent entities under contract with LiveWire to sell LiveWire electric motorcycles, related products and services. • Electric Balance Bike Unit Sales (STACYC) – LiveWire defines Electric Balance Bike Unit Sales as the number of electric balance bikes sold by LiveWire for which LiveWire recognized revenue during the period. • Independent Retail Partners (STACYC) – Independent Retail Partners as used with STACYC are independent entities under contract with STACYC to sell electric balance bikes, related products and services. 62 The following table details the key business metric amounts for the periods indicated: Year Ended 2024 2023 Wholesale Motorcycle Unit Sales: US 422 533 International (1) 89 — Total Wholesale Motorcycle Unit Sales 511 533 Company Retail Motorcycle Unit Sales: US 23 95 International (1) 78 32 Total Company Retail Motorcycle Unit Sales 101 127 Total LiveWire Motorcycle Unit Sales 612 660 Retail Motorcycle Unit Sales: Company Retail Motorcycle Unit Sales (2) 101 127 Independent Retail Partners (3) 391 210 Total Retail Motorcycle Unit Sales 492 337 Retail Motorcycle Unit Sales: US 414 305 International 78 32 Total Retail Motorcycle Unit Sales 492 337 Electric Balance Bike Unit Sales: US 16,925 21,172 International 1,624 10,941 Total Electric Balance Bike Unit Sales 18,549 32,113 (1) Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers.
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 six-month interest period, plus (ii) 4.00%.
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%.
H-D introduced its first electric motorcycle in late 2019 as the “Harley-Davidson LiveWire.” In 2021, building on early success and the continued growth in the global market demand for electric vehicles, H-D launched LiveWire as a standalone electric vehicle division, with the first LiveWire-branded product, the LiveWire ONE, debuting in July 2021, followed by a special launch edition of S2 Del Mars in May 2022 with full production and sales beginning in the third quarter of 2023.
H-D introduced its first electric motorcycle in late 2019 as the “Harley-Davidson LiveWire.” In 2021, building on early success and the continued growth in the global market demand for electric vehicles, H-D launched LiveWire as a standalone electric vehicle division, with the first LiveWire-branded product, the LiveWire ONE, debuting in July 2021, followed by a special launch edition of S2 Del Mar® in May 2022 with full production and sales beginning in the third quarter of 2023.
Accordingly, the Business Combination was treated as the equivalent of LiveWire issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy LiveWire.
Accordingly, the Business Combination was treated as the equivalent of LiveWire issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded resulting from the Business Combination. Operations prior to the Business Combination are those of Legacy LiveWire.
Refer to Note 14, Commitments and Contingencies, in the Consolidated financial statements for a discussion of the Company's commitments and contingencies. 68 Other Matters Critical Accounting Policies and Estimates LiveWire’s financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions.
Refer to Note 14, Commitments and Contingencies, in the consolidated financial statements for a discussion of the Company's commitments and contingencies. 69 Other Matters Critical Accounting Policies and Estimates LiveWire’s financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions.
Assuming the exercise in full of all of Warrants for cash, LiveWire would receive an aggregate of approximately $349.2 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise.
In the event of the exercise of any of Warrants for cash, LiveWire will receive the proceeds from such exercise. Assuming the exercise in full of all of Warrants for cash, LiveWire would receive an aggregate of approximately $349.2 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise.
Otherwise, there have been no material changes in the Company’s cash obligations and commitments since the end of fiscal year 2023. LiveWire’s material contractual operating cash commitments at December 31, 2023 relate to leases as discussed further in Note 9, Leases, in the Consolidated financial statements.
Otherwise, there have been no material changes in the Company’s cash obligations and commitments since the end of fiscal year 2024. 68 LiveWire’s material contractual operating cash commitments at December 31, 2024 relate to leases as discussed further in Note 9, Leases, in the consolidated financial statements.
Liquidity and Capital Resources As of December 31, 2023 and 2022, LiveWire’s cash and cash equivalents were $167,904 thousand and $265,240 thousand, respectively. As an early growth company, LiveWire does not expect to generate positive cash flow from operations over the next twelve months. Prior to the Business Combination, H-D supported LiveWire’s operating, investing and financing activities.
Liquidity and Capital Resources As of December 31, 2024 and 2023, LiveWire’s cash and cash equivalents were $64,437 thousand and $167,904 thousand, respectively. As an early growth company, LiveWire does not expect to generate positive cash flow from operations over the next twelve months. Prior to the Business Combination, H-D supported LiveWire’s operating, investing and financing activities.
LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of December 31, 2023, the reported sales price of Common Stock was $11.31 per share.
LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of December 31, 2024, the reported sales price of Common Stock was $4.81 per share.
As discussed below, on September 26, 2022 as part of the 60 Business Combination, LiveWire, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company. LiveWire’s net loss for the year ended December 31, 2023 was $109,550 thousand compared to $78,938 thousand for the year ended December 31, 2022.
As discussed below, on September 26, 2022 as part of the Business Combination, LiveWire, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company. LiveWire’s net loss for the year ended December 31, 2024 was $93,925 thousand compared to $109,550 thousand for the year ended December 31, 2023.
During the year ended December 31, 2023, the Company entered into a long-term commitment with a vendor to provide certain inventory components. As of December 31, 2023, the Company’s estimated payments are $2,836 thousand, $2,431 thousand, and $506 thousand for fiscal years 2024, 2025, and 2026, respectively, and no estimated payments thereafter.
During the year ended December 31, 2023, the Company entered into a long-term commitment with a vendor to provide certain inventory components. As of December 31, 2024, the Company’s estimated payments are $605 thousand and $410 thousand for fiscal years 2025 and 2026, respectively, and no estimated payments thereafter.
The data source for electric motorcycle retail sales figures is new sales warranty and registration information provided by Independent Retail Partners and compiled by LiveWire. LiveWire must rely on information that its Independent Retail Partners supply concerning new retail sales, and LiveWire does not regularly verify the information that its independent retail partners supply.
(3) Data source for Independent Retail Motorcycle Unit Sales figures shown above is new sales warranty and registration information provided by retail partners and compiled by LiveWire. LiveWire must rely on information that its Independent Retail Partners supply concerning new retail sales, and LiveWire does not regularly verify the information that its Independent Retail Partners supply.
Operating income from the STACYC segment was $622 thousand for the year ended December 31, 2023, compared to operating income of $4,150 thousand for the year ended December 31, 2022. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.
Operating loss from the STACYC segment was $4,856 thousand for the year ended December 31, 2024, compared to operating income of $622 thousand for the year ended December 31, 2023. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.
LiveWire had $20,861 thousand of purchase order commitments related to capital expenditures and other spending to support its business operations and strategic plan as of December 31, 2023 related to fiscal year 2024. The Company enters into purchase orders with vendors and other parties in the ordinary course of business.
LiveWire had $8,468 thousand of purchase order commitments related to capital expenditures and other spending to support its business operations and strategic plan as of December 31, 2024 related to fiscal year 2025. The Company enters into purchase orders with vendors and other parties in the ordinary course of business.
LiveWire’s Electric Motorcycles segment sells electric motorcycles, related parts and accessories and apparel in the United States and certain international markets, while the STACYC segment sells electric balance bikes for kids, related parts and accessories and apparel in the United States and certain international markets.
The Company operates in two segments: Electric Motorcycles and STACYC. LiveWire’s Electric Motorcycles segment sells electric motorcycles, related parts and accessories and apparel in the United States and certain international markets, while the STACYC segment sells electric balance bikes for kids, related parts and accessories and apparel in the United States and certain international markets.
Results of Operations 2022 Compared to 2021 Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 6, 2023 with the SEC for a detailed discussion of the results of operations for 2022 compared to 2021.
Results of Operations 2023 Compared to 2022 Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 23, 2024 with the SEC for a detailed discussion of the results of operations for 2023 compared to 2022.
LiveWire plans to use its current cash on hand, including the financing raised through the Business Combination and PIPE Financing, and available funds under the Convertible Term Loan to support its core business operations and strategic plan, invest in new product development, and enhance its global manufacturing and distribution capabilities.
LiveWire plans to use its current cash on hand and available funds under the Convertible Term Loan to support its core business operations and strategic plan, invest in new product development, and enhance its global manufacturing and distribution capabilities.
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 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.
As of December 31, 2023 and 2022, this total includes 4 and 13 partners, respectively, that were actively working to complete the licensing required to sell LiveWire motorcycles as of the end of the period. LiveWire intends to grow this network as it expands its distribution capabilities.
As of December 31, 2024 and 2023, there were zero and 4 partners, respectively, that were actively working to complete the licensing required to sell LiveWire motorcycles as of the end of the period. LiveWire intends to grow this network as it expands its distribution capabilities.
The Electric Motorcycles segment reported an operating loss of $116,611 thousand for the year ended December 31, 2023, as compared to an operating loss of $89,105 thousand for the year ended December 31, 2022.
The Electric Motorcycles segment reported an operating loss of $105,500 thousand for the year ended December 31, 2024, as compared to an operating loss of $116,611 thousand for the 64 year ended December 31, 2023.
Key Business Metrics To analyze LiveWire’s business performance, determine financial forecasts and help develop long-term strategic plans, management reviews the following key business metrics, which are important measures that represent the growth of the business: • Wholesale Motorcycle Unit Sales – LiveWire defines Wholesale Motorcycle Unit Sales as the number of electric motorcycles sold by LiveWire to independent dealers for which LiveWire recognized revenue during the period. • Company Retail Motorcycle Unit Sales – LiveWire defines Company Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by LiveWire through its Company-owned dealership, through online sales or direct to customers through select international partners for which LiveWire recognized revenue during the period.
Basis of Presentation Refer to Note 1, Description of Business and Basis of Presentation, in the consolidated financial statements for a discussion of the underlying basis used to prepare the consolidated financial statements. 61 Key Business Metrics To analyze LiveWire’s business performance, determine financial forecasts and help develop long-term strategic plans, management reviews the following key business metrics, which are important measures that represent the growth of the business: • Wholesale Motorcycle Unit Sales – LiveWire defines Wholesale Motorcycle Unit Sales as the number of electric motorcycles sold by LiveWire to independent dealers for which LiveWire recognized revenue during the period. • Company Retail Motorcycle Unit Sales – LiveWire defines Company Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by LiveWire through its Company-owned dealership, through online sales or direct to customers through select international partners for which LiveWire recognized revenue during the period. • Independent Retail Motorcycle Unit Sales – LiveWire defines Independent Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by Independent Retail Partners.
Additionally, LiveWire received ABIC’s cash held in trust account of $13.6 million and the $100 million equity backstop provided by the H-D Backstop Amount in exchange for 10,000,000 shares of Common Stock for a purchase price of $10.00 per share pursuant to the terms of the Business Combination Agreement. 66 In the event of the exercise of any of Warrants for cash, LiveWire will receive the proceeds from such exercise.
Additionally, LiveWire received ABIC’s cash held in trust account of $13.6 million and the $100 million 67 equity backstop provided by the H-D Backstop Amount in exchange for 10,000,000 shares of Common Stock for a purchase price of $10.00 per share pursuant to the terms of the Business Combination Agreement.
See Note 16, Related Party Transactions, in the Consolidated financial statements for further details. 69 Valuation of Warrant Liabilities - Upon consummation of the Business Combination, the Company assumed 30,499,990 warrants to purchase LiveWire's Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of its 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”).
Valuation of Warrant Liabilities - Upon consummation of the Business Combination, the Company assumed 30,499,990 warrants to purchase LiveWire's Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of its 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”).
Income Tax (Benefit) Provision The income tax provision for the year ended December 31, 2023 was $78 thousand, as compared to an income tax benefit of $33 thousand for the year ended December 31, 2022.
Income Tax Provision The income tax provision for the year ended December 31, 2024 was $43 thousand, as compared to an income tax provision of $78 thousand for the year ended December 31, 2023.
During the year ended December 31, 2023, the Company recorded a liability of $6,309 thousand 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. Refer to Note 16, Related Party Transactions, for discussion of commitments with H-D.
The Company also has a liability of $6,156 thousand as of December 31, 2024 thousand 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. Refer to Note 16, Related Party Transactions, for discussion of commitments with H-D.
This information is subject to revision. 62 The following table details the number of retail partners: As of As of December 31, 2023 December 31, 2022 Electric Motorcycles Company-owned dealership 1 1 Independent Retail Partners: U.S. 83 75 International 43 — Total Electric Motorcycles Independent Retail Partners 126 75 Total Electric Motorcycles Retail Partners 127 76 STACYC Independent Retail Partners: U.S. 1,975 1,979 International 137 127 Total STACYC Independent Retail Partners 2,112 2,106 The Electric Motorcycles retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles.
This information is subject to revision. 63 The following table details the number of retail partners: As of As of December 31, 2024 December 31, 2023 Electric Motorcycles Company-owned dealership 1 1 Independent Retail Partners: U.S. 61 83 International 27 43 Total Electric Motorcycles Independent Retail Partners 88 126 Total Electric Motorcycles Retail Partners 89 127 STACYC Independent Retail Partners: U.S. 2,041 1,975 International 151 137 Total STACYC Independent Retail Partners 2,192 2,112 The Electric Motorcycles retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles.
Cost of Goods Sold Cost of goods sold for the year December 31, 2023 decreased by $4,163 thousand, or 20.1%, to $16,498 thousand from $20,661 thousand for the year ended December 31, 2022. The decrease was primarily due to lower volumes in alignment with the decreased revenue described above.
Cost of Goods Sold Cost of goods sold for the year December 31, 2024 decreased by $4,100 thousand, or 24.9%, to $12,398 thousand from $16,498 thousand for the year ended December 31, 2023. The decrease was primarily due to lower volumes in alignment with the decreased revenue described above.
Wholesale motorcycle unit shipments and Company Retail Motorcycle Unit Sales are key drivers of revenue and profit for the Electric Motorcycles segment. Retail Motorcycle Unit Sales made through both the Company-owned dealership and Independent Retail Partners are a key measure of consumer demand and market share for LiveWire’s electric motorcycles.
Retail Motorcycle Unit Sales made through both the Company-owned dealership and Independent Retail Partners are a key measure of consumer demand and market share for LiveWire’s electric motorcycles. Total Electric Balance Bike Unit Sales is a key driver of revenue and profit for STACYC.
Investing Activities Net cash used in investing activities decreased by $619 thousand to $13,462 thousand for the year ended December 31, 2023 compared to $14,081 thousand for the year ended December 31, 2022. The decrease was due to lower capital expenditures in 2023.
Investing Activities Net cash used in investing activities decreased by $5,394 thousand to $8,068 thousand for the year ended December 31, 2024 compared to $13,462 thousand for the year ended December 31, 2023. The decrease was due to lower capital expenditures in 2024.
Refer to the Electric Motorcycles segment analysis below for further discussion. The STACYC segment operating income for the year ended December 31, 2023 was $622 thousand, as compared to $4,150 thousand for the year ended December 31, 2022.
The STACYC segment operating loss for the year ended December 31, 2024 was $4,856 thousand, as compared to operating income of $622 thousand for the year ended December 31, 2023. Refer to the STACYC segment analysis below for further discussion.
The decrease was primarily due to lower revenue from electric balance bikes of $6,804 thousand. The decrease in revenue from electric balance bikes was driven by lower shipment volumes of $6,229 primarily to our independent distributors and independent dealers, along with a decrease of $575 thousand due to product mix and promotions for the year ended December 31, 2023.
The decrease was primarily due to lower revenue from electric balance bikes of $8,822 thousand. The decrease in revenue from electric balance bikes was driven by lower shipment volumes of $6,144 thousand primarily to our independent distributors, along with a decrease of $2,678 thousand due to pricing and promotions for the year ended December 31, 2024.
The Electric Motorcycles segment operating loss for the year ended December 31, 2023 was $116,611 thousand, compared to an operating loss of $89,105 thousand for the year ended December 31, 2022.
The Electric Motorcycles segment operating loss for the year ended December 31, 2024 was $105,500 thousand, compared to an operating loss of $116,611 thousand for the year ended December 31, 2023. Refer to the Electric Motorcycles segment analysis below for further discussion.
Corporate Allocations - Historically, prior to the Business Combination, LiveWire had been managed and operated in the normal course of business by H-D. Accordingly for carve-out financial statement purposes, certain shared costs have been allocated to LiveWire and are reflected as expenses in the accompanying Consolidated financial statements prior to the Business Combination.
Accordingly for carve-out financial statement purposes, certain shared costs have been allocated to LiveWire and are reflected as expenses in the accompanying consolidated financial statements prior to the Business Combination.
Commitments and Contingencies The Company is subject to lawsuits and other claims related to product, commercial, employee, environmental and other 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.
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 loss recognized of $4,020 thousand for the year ended December 31, 2023 was due to the increase in the estimated fair value of the warrants related to fluctuations in the market price of the warrants.
The income recognized of $10,770 thousand for the year ended December 31, 2024 was due to the decrease in the estimated fair value of the warrants from December 31, 2023 related to fluctuations in the market price of the warrants.
As a result, actual warranty claims experience and recall or field action costs may differ from estimates, which could lead to material changes in our accrued warranty and recall or field actions costs. LiveWire’s warranty and recall or field action liabilities are discussed further in Note 12, Product Warranty and Recall Campaigns, in the Consolidated financial statements.
As a result, actual warranty claims experience and recall or field action costs may differ from estimates, which could lead to material changes in our accrued warranty and recall or field actions costs.
Electric balance bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online. LiveWire is focused on innovating and developing technology in the electric vehicle market.
Prior to November 5, 2024, the Company’s products were sold at retail through select international partners primarily in Europe. Electric balance bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online. LiveWire is focused on innovating and developing technology in the electric vehicle market.
Selling, Administrative and Engineering Expense Selling, administrative and engineering expense for the year ended December 31, 2023 increased by $1,332 thousand, or 16.6%, to $9,355 thousand from $8,023 thousand for the year ended December 31, 2022.
Selling, Administrative and Engineering Expense Selling, administrative and engineering expense for the year ended December 31, 2024 increased by $1,355 thousand, or 14.5%, to $10,710 thousand from $9,355 thousand for the year ended December 31, 2023.
In 2019, H-D acquired STACYC Inc. and began selling electric balance bikes for kids. Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, at retail through a Company-owned dealership and through online sales, and direct to customers through select international partners primarily in Europe.
During 2024, the Company began production and selling of additional models off the S2 platform, including Mulholland™ and Alpinista™. In 2019, H-D acquired STACYC Inc. and began selling electric balance bikes for kids. Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, and at retail through a Company-owned dealership and through online sales.
Estimated warranty costs are recorded at the time of sale and are based primarily on historical LiveWire claim and industry information. Additionally, LiveWire may from time-to-time initiate certain voluntary recall campaigns or field actions. The estimated costs associated with voluntary recalls or field actions are recorded when the liability is both probable and estimable.
LiveWire also provides limited warranties on parts and accessories and electric balance bikes. Estimated warranty costs are recorded at the time of sale and are based primarily on historical LiveWire claim and industry information. Additionally, LiveWire may from time-to-time initiate certain voluntary recall campaigns or field actions.
The decrease in negative cash flow from operating activities was primarily driven by favorable changes in inventories, accounts payable to related party, and other current assets offset by unfavorable changes in other working capital amounts, including accounts receivable, accounts receivable from related party, and accounts payable and accrued liabilities and the increase in net loss of $30,612 thousand.
The increase in negative cash flow from operating activities in 2024 was primarily driven by unfavorable changes in accounts payable to related party, accounts payable and accrued liabilities, and other current assets offset by a reduction in net loss adjusted for non-cash items, and favorable changes in accounts receivable, net, accounts receivable from related parties, and inventories compared to 2023.
Net cash used in operating activities decreased by $6,219 thousand to $83,462 thousand for the year ended December 31, 2023 compared to $89,681 thousand for the year ended December 31, 2022.
Net cash used in operating activities increased by $10,397 thousand to $93,859 thousand for the year ended December 31, 2024 compared to $83,462 thousand for the year ended December 31, 2023.
Financing Activities Net cash provided by financing activities decreased by $366,746 thousand to $412 thousand net cash used by financing activities for the year ended December 31, 2023 compared to $366,334 thousand net cash provided by financing activities for the year ended December 31, 2022.
Financing Activities Net cash used by financing activities increased by $1,032 thousand to $1,444 thousand net cash used by financing activities for the year ended December 31, 2024 compared to $412 thousand net cash used by financing activities for the year ended December 31, 2023.
The Company had an investment of $161,000 thousand in money market funds as of December 31, 2023. Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities for the year ended December 31, 2023 was a loss of $4,020 thousand compared to income of $5,033 thousand for the year ended December 31, 2022.
Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities for the year ended December 31, 2024 was income of $10,770 thousand compared to a loss of $4,020 thousand for the year ended December 31, 2023.
LiveWire expects to fund future cash flows used in investing activities with the financing raised through the Business Combination, PIPE Financing and the Convertible Term Loan. LiveWire estimates capital expenditures to be between $15 million and $20 million in 2024.
LiveWire expects to fund future cash flows used in investing activities with cash on hand and available funds under the Convertible Term Loan. LiveWire estimates capital expenditures to be between $8 million and $12 million in 2025.
Cost of Goods Sold Cost of goods sold for the year December 31, 2023 increased by $4,029 thousand, or 17.3%, to $27,297 thousand from $23,268 thousand for the year ended December 31, 2022.
Cost of Goods Sold Cost of goods sold for the year December 31, 2024 decreased by $279 thousand, or 1.0%, to $27,018 thousand from $27,297 thousand for the year ended December 31, 2023.
Selling, Administrative and Engineering Expense Selling, administrative and engineering expense for the year ended December 31, 2023 increased by $21,026 thousand, or 26.3%, to $100,862 thousand from $79,836 thousand for the year ended December 31, 2022.
Selling, Administrative and Engineering Expense Selling, administrative and engineering expense for the year ended December 31, 2024 decreased by $13,999 thousand, or 13.9%, to $86,863 thousand from $100,862 thousand for the year ended December 31, 2023.
(2) Data source for Company Retail Motorcycle Unit Sales figures shown above is LiveWire’s records. (3) Data source for Independent Retail Motorcycle Unit Sales figures shown above is new sales warranty and registration information provided by retail partners and compiled by LiveWire.
These unit sales do not generate revenues for LiveWire but generate revenues for individual retail partners. The data source for electric motorcycle retail sales figures is new sales warranty and registration information provided by Independent Retail Partners and compiled by LiveWire.
Results of Operations The following table presents consolidated results of operations for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 $ Change % Change Operating loss from Electric Motorcycles $ (116,611) $ (89,105) $ (27,506) 30.9 % Operating income from STACYC 622 4,150 (3,528) (85.0) % Total operating loss (115,989) (84,955) (31,034) 36.5 % Other income, net — 235 (235) (100.0) % Interest expense related party — (475) 475 (100.0) % Interest income 10,537 1,191 9,346 nm Change in fair value of warrant liabilities (4,020) 5,033 (9,053) (179.9) % Loss before income taxes (109,472) (78,971) (30,501) 38.6 % Income tax (benefit) provision 78 (33) 111 (336.4) % Net loss (109,550) (78,938) $ (30,612) 38.8 % Other comprehensive loss: Foreign currency translation adjustments 17 (145) 162 (111.7) % Comprehensive loss $ (109,533) $ (79,083) $ (30,450) 38.5 % Net loss per share, basic and diluted $ (0.54) $ (0.46) $ (0.08) 17.4 % * nm - not meaningful 63 Operating Income (Loss) The Company reported an operating loss of $115,989 thousand for the year ended December 31, 2023 compared to an operating loss of $84,955 thousand for the year ended December 31, 2022.
Results of Operations The following table presents consolidated results of operations for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 $ Change % Change Operating loss from Electric Motorcycles $ (105,500) $ (116,611) $ 11,111 9.5 % Operating (loss) income from STACYC (4,856) 622 (5,478) (880.7) % Total operating loss (110,356) (115,989) 5,633 4.9 % Interest income 5,704 10,537 (4,833) (45.9) % Change in fair value of warrant liabilities 10,770 (4,020) 14,790 367.9 % Loss before income taxes (93,882) (109,472) 15,590 (14.2) % Income tax provision 43 78 (35) (44.9) % Net loss (93,925) (109,550) 15,625 14.3 % Other comprehensive loss: Foreign currency translation adjustments (5) 17 (22) (129.4) % Comprehensive loss $ (93,930) $ (109,533) $ 15,603 14.2 % Net loss per share, basic and diluted $ (0.46) $ (0.54) $ (0.08) 14.8 % Operating Income (Loss) The Company reported an operating loss of $110,356 thousand for the year ended December 31, 2024 compared to an operating loss of $115,989 thousand for the year ended December 31, 2023.
There was an increase in cash in the year ended December 31, 2022 as a result of the Business Combination. Operating Activities The Company had negative cash flow from operating activities during the years ended December 31, 2023 and 2022.
The overall decrease in cash during the year ended December 31, 2023 was due primarily to a decrease in net cash provided by financing activities. Operating Activities The Company had negative cash flow from operating activities during the years ended December 31, 2024 and 2023.
Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Form 10-K, particularly in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” discussions. Business Combination On December 12, 2021, H-D entered into the Business Combination Agreement with ABIC, to effect the separation of its electric vehicle business.
Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Form 10-K, particularly in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” discussions. Overview and 2024 Highlights LiveWire is an industry-leading all-electric vehicle brand with a mission to pioneer the growing two-wheel electric motorcycle space.
Interest Income Interest income for the year ended December 31, 2023 was $10,537 thousand compared to $1,191 thousand for the year ended December 31, 2022. The change was primarily driven by interest income earned on money market fund investments entered into using funds from the Business Combination.
Interest Income Interest income for the year ended December 31, 2024 was $5,704 thousand compared to $10,537 thousand for the year ended December 31, 2023. The change was primarily driven by the decrease in the Company’s investment in money market funds from $161,000 thousand at December 31, 2023 to $52,000 thousand at December 31, 2024.
Product Warranty and Recalls - LiveWire provides a limited warranty on the new electric motorcycles for a period of two years, except for the battery which is covered for five years. LiveWire also provides limited warranties on parts and accessories and electric balance bikes.
During 2024 and 2023, the Company tested its goodwill balances for impairment and no impairment charges were recorded to goodwill as a result of those impairment tests. Product Warranty and Recalls - LiveWire provides a limited warranty on the new electric motorcycles for a period of two years, except for the battery which is covered for five years.
This generally occurs when LiveWire’s management approves and commits to a recall or field action.
The estimated costs associated with voluntary recalls or field actions are recorded when the liability is both probable and estimable. This generally occurs when LiveWire’s management approves and commits to a recall or field action.
The 2022 taxable income benefit was driven by the reduction of the net deferred tax liability as a result of the requirement to capitalize research and experimental expenditures starting in tax years beginning after December 31, 2021. 64 Segment Results Electric Motorcycles The following table presents consolidated results of operations for the Electric Motorcycles segment for the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 $ Change % Change Revenue: Electric motorcycles $ 11,087 $ 13,171 $ (2,084) (15.8) % Parts, accessories and apparel 461 828 (367) (44.3) % Revenue, net 11,548 13,999 (2,451) (17.5) % Cost of goods sold 27,297 23,268 4,029 17.3 % Gross profit (15,749) (9,269) (6,480) 69.9 % Operating expenses: Selling, administrative and engineering expense 100,862 79,836 21,026 26.3 % Operating loss $ (116,611) $ (89,105) $ (27,506) 30.9 % Revenue Revenue for the year ended December 31, 2023 decreased by $2,451 thousand, or 17.5%, to $11,548 thousand from $13,999 thousand for the year ended December 31, 2022.
The income tax provision in 2024 and 2023 was driven by the change in deferred tax liability associated with the amortization of the taxable temporary difference related to indefinite lived intangibles that are not amortized for book purposes. 65 Segment Results Electric Motorcycles The following table presents consolidated results of operations for the Electric Motorcycles segment for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 $ Change % Change Revenue: Electric motorcycles $ 7,644 $ 11,087 $ (3,443) (31.1) % Parts, accessories and apparel 737 461 276 59.9 % Revenue, net 8,381 11,548 (3,167) (27.4) % Cost of goods sold 27,018 27,297 279 1.0 % Gross profit (18,637) (15,749) (2,888) (18.3) % Operating expenses: Selling, administrative and engineering expense 86,863 100,862 (13,999) (13.9) % Operating loss $ (105,500) $ (116,611) $ 11,111 9.5 % Revenue Revenue for the year ended December 31, 2024 decreased by $3,167 thousand, or 27.4%, to $8,381 thousand from $11,548 thousand for the year ended December 31, 2023.
After the Business Combination, any remaining inventory of H-D branded LiveWire motorcycles is owned by H-D, and any related sales are recognized by H-D. LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance.
LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance. Wholesale Motorcycle Unit shipments and Company Retail Motorcycle Unit Sales are key drivers of revenue and profit for the Electric Motorcycles segment.
In addition, as a result of the Business Combination completed on September 26, 2022, LiveWire will be subject to certain payments in the event minimum purchase commitments under the Contract Manufacturing Agreement with H-D are not met beginning in the year 2025. 67 Cash Flow Activity The following table presents condensed highlights from our Consolidated statements of cash flows for the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Net cash used by operating activities $ (83,462) $ (89,681) Net cash used by investing activities (13,462) (14,081) Net cash (used) provided by financing activities (412) 366,334 Net increase in cash and cash equivalents $ (97,336) $ 262,572 The overall decrease in cash during the year ended December 31, 2023 was due primarily to a decrease in net cash provided by financing activities.
Cash Flow Activity The following table presents condensed highlights from our consolidated statements of cash flows for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 Net cash used by operating activities $ (93,859) $ (83,462) Net cash used by investing activities (8,068) (13,462) Net cash used by financing activities (1,444) (412) Effect of exchange rate changes on cash and cash equivalents (96) — Net decrease in cash and cash equivalents $ (103,467) $ (97,336) The overall decrease in cash during the year ended December 31, 2024 was due primarily to an increase in net cash used by operating activities.
The increase was primarily due to product development costs relating to the S2 platform, costs incurred related to the delivery of Del Mar, and increases in personnel costs primarily related to higher headcount to support the stand-up of the new LiveWire organization. 65 STACYC The following table presents consolidated results of operations for the STACYC segment for the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Increase (Decrease) % Change Revenue: Electric balance bikes $ 22,865 $ 29,669 $ (6,804) (22.9) % Parts, accessories and apparel 3,610 3,165 445 14.1 % Revenue, net 26,475 32,834 (6,359) (19.4) % Cost of goods sold 16,498 20,661 (4,163) (20.1) % Gross profit 9,977 12,173 (2,196) (18.0) % Operating expenses: Selling, administrative and engineering expense 9,355 8,023 1,332 16.6 % Operating income $ 622 $ 4,150 $ (3,528) (85.0) % Revenue Revenue for the year ended December 31, 2023 decreased by $6,359 thousand, or 19.4%, to $26,475 thousand from $32,834 thousand for the year ended December 31, 2022.
The Company also recognized a noncash reduction in stock compensation expense of $3,753 thousand in the year ended December 31, 2024 resulting from forfeitures of awards related to employees who terminated in the year ended December 31, 2024 resulting from these actions. 66 STACYC The following table presents consolidated results of operations for the STACYC segment for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 $ Change % Change Revenue: Electric balance bikes $ 14,043 $ 22,865 $ (8,822) (38.6) % Parts, accessories and apparel 4,209 3,610 599 16.6 % Revenue, net 18,252 26,475 (8,223) (31.1) % Cost of goods sold 12,398 16,498 (4,100) (24.9) % Gross profit 5,854 9,977 (4,123) (41.3) % Operating expenses: Selling, administrative and engineering expense 10,710 9,355 1,355 14.5 % Operating (loss) income $ (4,856) $ 622 $ (5,478) (880.7) % Revenue Revenue for the year ended December 31, 2024 decreased by $8,223 thousand, or 31.1%, to $18,252 thousand from $26,475 thousand for the year ended December 31, 2023.
The income recognized of $5,033 thousand was due to the decrease in the estimated fair value of the warrants between September 26, 2022, the closing date of the Business Combination, and December 31, 2022, related to fluctuations in the market price of the warrants.
The loss recognized of $4,020 thousand for the year ended December 31, 2023 was due to the increase in the estimated fair value of the warrants from December 31, 2022 related to fluctuations in the market price of the warrants. See Note 10, Warrant Liabilities, in the consolidated financial statements for further discussion.
Refer to the STACYC segment analysis below for further discussion. 2024 Outlook For 2024, LiveWire's focus continues to be on our investment into product development and product innovation, including additional models on the S2 platform, market expansion and continued cost improvements.
See Note 4, Business Combination, in the consolidated financial statements for further detail related to the Business Combination. 2025 Outlook For 2025, LiveWire's focus continues to be on cost improvements, product innovation and development, and market growth.
Removed
See Note 4, Business Combination, in the Consolidated financial statements for further detail related to the Business Combination. Overview and 2023 Highlights LiveWire is an industry-leading all-electric vehicle brand with a mission to pioneer the growing two-wheel electric motorcycle space. The Company operates in two segments: Electric Motorcycles and STACYC.
Added
Recent Developments 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.
Removed
The increased operating loss was driven by a provision for excess inventory components held by H-D that the Company expects to be obligated to reimburse H-D under the terms of Contract Manufacturing Agreement, increased selling, administrative and engineering expense for product development costs relating to the S2 platform, delivery of Del Mar, and the cost of standing up a new organization, including growing headcount and back-office support.
Added
The Company believes this plan will enable synergies and optimize efficiencies in product development and simplify the Company’s overall path to future profitability. 60 Under this plan, the Company recorded $3,752 thousand of expense related to employee termination benefits and other costs, of which $3,448 thousand was paid in cash during the year ended December 31, 2024.
Removed
The decrease in operating income was driven by lower volumes from our independent distributors and independent dealers and increased selling, administrative and engineering expense related to personnel costs and increased marketing initiatives.
Added
The remaining amount will be paid in 2025 and there are no other amounts expected to be incurred under this plan.
Removed
LiveWire plans to continue to expand globally in 2024 with the introduction of the S2 platform to the European market. Basis of Presentation Refer to Note 1, Description of Business and Basis of Presentation, in the Consolidated financial statements for a discussion of the underlying basis used to prepare the Consolidated financial statements.
Added
In September 2024, continuing its focus on the Company’s path to profitability and furthering its strategy, the Company executed a reorganization of its Sales and Marketing function and Product Development and Design function, including consolidating each of these functions under singular leadership and other headcount reductions.
Removed
LiveWire began selling electric motorcycles direct to retail consumers in the third quarter of 2021. • Independent Retail Motorcycle Unit Sales – LiveWire defines Independent Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by Independent Retail Partners. These unit sales do not generate revenues for LiveWire but generate revenues for individual retail partners.
Added
In conjunction with this reorganization, the Company recorded $1,271 thousand of employee termination benefits, primarily severance, during the year ended December 31, 2024, of which $900 thousand was paid as of December 31, 2024. The remaining amount will be paid in 2025 and there are no other amounts expected to be incurred under this reorganization.
Removed
The following table details the key business metric amounts for the periods indicated: Year Ended 2023 2022 Wholesale Motorcycle Unit Sales: US 533 394 International (1) — 50 Total Wholesale Motorcycle Unit Sales 533 444 Company Retail Motorcycle Unit Sales: US 95 153 International 32 — Total Company Retail Motorcycle Unit Sales 127 153 Total LiveWire Motorcycle Unit Sales 660 597 Retail Motorcycle Unit Sales: Company Retail Motorcycle Unit Sales (2) 95 153 Independent Retail Partners (3) 210 534 Total Retail Motorcycle Unit Sales 305 687 Retail Motorcycle Unit Sales: US 305 459 International — 228 Total Retail Motorcycle Unit Sales 305 687 Electric Balance Bike Unit Sales: US 21,172 29,281 International 10,941 18,810 Total Electric Balance Bike Unit Sales 32,113 48,091 (1) International Wholesale Motorcycle Unit Sales represent sales of H-D branded LiveWire motorcycles prior to the Business Combination for the year ended December 31, 2022.
Added
The Company also recognized a noncash reduction in stock compensation expense of $3,753 thousand during the year ended December 31, 2024 resulting from forfeitures of awards related to employees who terminated during 2024 as a result of the above actions.
Removed
Total Electric Balance Bike Unit Sales is a key driver of revenue and profit for STACYC.
Added
The Company also recorded $863 thousand of accelerated depreciation related to LiveWire Labs leasehold improvements resulting from the move from Mountain View, California to Milwaukee, Wisconsin during the year ended December 31, 2024. Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers.
Removed
Other Income, Net Other income, net for the year ended December 31, 2023 was zero compared to $235 thousand for the year ended December 31, 2022.
Added
Management believes this change will allow the Company to leverage the business practices and expertise of the dealer network in each region to further grow the business and increase unit sales in Europe. This change also aligns the business model in Europe to the business model in the United States.
Removed
The change was driven by net periodic benefit plan income as subsequent to the Business Combination the Company did not have similar allocations of net periodic benefit plan income from H-D and the Company does not sponsor a qualified pension plan or postretirement healthcare plan.
Added
On November 5, 2024, the Company announced a non-binding Memorandum of Understanding with KYMCO to collaborate on a new electric maxi-scooter project. Business Combination On December 12, 2021, H-D entered into the Business Combination Agreement with ABIC, to effect the separation of its electric vehicle business.
Removed
Interest Expense Related Party Interest expense related party for the year ended December 31, 2023 was zero compared to $475 thousand for the year ended December 31, 2022. The change was driven by settlement of the related party notes payable on June 24, 2022.
Added
International unit sales prior to November 5, 2024 are reflected as Company Retail Motorcycle Unit Sales, while unit sales November 5, 2024 and beyond are reflected as Wholesale Motorcycle Unit Sales. (2) Data source for Company Retail Motorcycle Unit Sales figures shown above is LiveWire’s records.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−1 removed3 unchanged
Biggest changeAlthough LiveWire does not believe inflation has had a material impact on its financial condition given its lower production volumes, a high rate of inflation in the future may have an adverse effect on LiveWire’s ability to maintain and increase its gross margin or decrease its operating expenses as a percentage of its revenues if the selling prices of its products do not increase as much or more than its increase in costs.
Biggest changeAlthough LiveWire does not believe inflation has had a material impact on its financial condition given its lower production volumes, a high rate of inflation in the future may have an adverse effect on LiveWire’s ability to maintain and increase its gross margin or decrease its operating expenses as a percentage of its revenues if the selling prices of its products do not increase as much or more than its increase in costs. 71 LiveWire is also exposed to possible disruption of supply or shortage of materials, including, but not limited to, lithium-ion battery cells and key semiconductor chip components necessary for electric vehicles, and any inability to purchase raw materials and components could negatively impact LiveWire’s operations.
LiveWire plans to expand its business and operations internationally and expects its exposure to currency rate risk to increase as it grows its international presence. 70
LiveWire plans to expand its business and operations internationally and expects its exposure to currency rate risk to increase as it grows its international presence. 72
Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of December 31, 2023, LiveWire’s cash and cash equivalents amounted to $167,904 thousand. LiveWire manages its liquidity risk by effectively managing its working capital, capital expenditures and cash flows. Financial instruments that potentially subject LiveWire to concentrations of credit risk principally consist of accounts receivable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of December 31, 2024, LiveWire’s cash and cash equivalents amounted to $64,437 thousand. LiveWire manages its liquidity risk by effectively managing its working capital, capital expenditures and cash flows. Financial instruments that potentially subject LiveWire to concentrations of credit risk principally consist of accounts receivable.
Removed
LiveWire is also exposed to possible disruption of supply or shortage of materials, including, but not limited to, lithium-ion battery cells and key semiconductor chip components necessary for electric vehicles, and any inability to purchase raw materials and components could negatively impact LiveWire’s operations.

Other LVWR 10-K year-over-year comparisons