LiveWire Group, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 73 Consolidated Statements of Operations and Comprehensive Loss 74 Consolidated Balance Sheets 75 Consolidated Statements of Cash Flows 76 Consolidated Statements of Shareholders’ Equity 77 Notes to Consolidated Financial Statements 78 1. Description of Business and Basis of Presentation 78 2. Summary of Significant Accounting Policies 80 3. Revenue 82 4. Business Combination 84 5. Income Taxes 86 6. Earnings Per Share 88 7. Additional Balance Sheet Information 89 8. Goodwill and Intangible Assets 90 9. Leases 91 10. Warrant Liabilities 92 11. Fair Value 93 12. Product Warranty and Recall Campaigns 95 13. Employee Benefit Plans and Other Postretirement Benefits 95 14. Commitments and Contingencies 96 15. Share-Based Awards 96 16. Related Party Transactions 98 17. Reportable Segments and Geographic Information 103 18. Restatement of Unaudited Interim Financial Statements 104 72 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of LiveWire Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of LiveWire Group, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2021 Milwaukee, Wisconsin March 6, 2023 73 LIVEWIRE GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share amounts) Years Ended 2022 2021 2020 Revenue, net $ 46,833 $ 35,806 $ 30,863 Costs and expenses: Cost of goods sold 43,929 38,380 55,819 Selling, administrative and engineering expense 87,859 65,608 52,099 Total costs and expenses 131,788 103,988 107,918 Operating loss ( 84,955 ) ( 68,182 ) ( 77,055 ) Other income (expense), net 235 302 ( 30 ) Interest expense related party ( 475 ) ( 293 ) ( 186 ) Interest income 1,191 19 56 Change in fair value of warrant liabilities 5,033 — — Loss before income taxes ( 78,971 ) ( 68,154 ) ( 77,215 ) Income tax (benefit) provision ( 33 ) 138 357 Net loss ( 78,938 ) ( 68,292 ) ( 77,572 ) Other comprehensive loss: Foreign currency translation adjustments ( 145 ) ( 85 ) 236 Comprehensive loss $ ( 79,083 ) $ ( 68,377 ) $ ( 77,336 ) Net loss per share, basic and diluted $ ( 0.46 ) $ ( 0.42 ) $ ( 0.48 ) The accompanying notes are integral to the Consolidated financial statements. 74 LIVEWIRE GROUP, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value) December 31, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 265,240 $ 2,668 Accounts receivable, net 2,325 6,772 Accounts receivable from related party 525 124 Inventories, net 29,215 16,797 Other current assets 4,625 3,556 Total current assets 301,930 29,917 Property, plant and equipment, net 31,567 17,894 Goodwill 8,327 8,327 Deferred tax assets — 72 Lease assets 3,128 3,471 Intangible assets, net 1,809 2,271 Other long-term assets 5,044 — Total assets $ 351,805 $ 61,952 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 7,055 $ 9,011 Accounts payable to related party 5,733 — Accrued liabilities 20,343 15,574 Current portion of contingent consideration liability — 2,180 Current portion of notes payable to related party — 103 Current portion of lease liabilities 1,312 1,146 Total current liabilities 34,443 28,014 Long-term supplier liability — 5,330 Long-term portion of lease liabilities 1,913 2,423 Deferred tax liabilities 15 186 Long-term portion of notes payable to related party — 5,699 Warrant liabilities 8,388 — Other long-term liabilities 246 375 Total liabilities 45,005 42,027 Commitments and contingencies (Note 14) Shareholders' equity: Preferred Stock, $ 0.0001 par value; 20,000 shares authorized; no shares issued and outstanding as of December 31, 2022 — — Common Stock, $ 0.0001 par value; 800,000 shares authorized; 202,403 issued and outstanding as of December 31, 2022 20 — Additional paid-in-capital 329,218 — Accumulated deficit ( 22,438 ) — Accumulated other comprehensive income — 145 Net Parent company investment — 19,780 Total shareholders' equity 306,800 19,925 Total liabilities and shareholders' equity $ 351,805 $ 61,952 The accompanying notes are integral to the Consolidated financial statements. 75 LIVEWIRE GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years Ended 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 78,938 ) $ ( 68,292 ) $ ( 77,572 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 4,401 4,718 3,942 Change in valuation of contingent consideration liability — 49 788 Payment of contingent consideration in excess of acquisition date fair value ( 413 ) ( 344 ) ( 275 ) Change in fair value of warrant liabilities ( 5,033 ) — — Stock compensation expense 394 786 188 Provision for doubtful accounts 145 55 4 Deferred income taxes ( 125 ) ( 22 ) 98 Inventory write-down 1,074 2,456 3,019 Loss on disposal of property, plant, and equipment — 850 — Cloud computing arrangements development costs ( 4,894 ) — — Other, net ( 144 ) 193 725 Changes in current assets and liabilities: Accounts receivable, net 4,156 ( 2,116 ) ( 2,491 ) Accounts receivable from related party ( 593 ) ( 89 ) 4,117 Inventories ( 21,068 ) 1,563 ( 9,604 ) Other current assets ( 1,283 ) ( 3,282 ) 24 Accounts payable and accrued liabilities 6,371 ( 11,064 ) 23,323 Accounts payable to related party 6,269 — — Net cash used by operating activities ( 89,681 ) ( 74,539 ) ( 53,714 ) Cash flows from investing activities: Capital expenditures ( 14,081 ) ( 9,951 ) ( 3,243 ) Net cash used by investing activities ( 14,081 ) ( 9,951 ) ( 3,243 ) Cash flows from financing activities: Borrowings on notes payable to related party (Note 16) 15,333 2,100 5,533 Repayment on notes payable to related party (Note 16) — ( 1,000 ) ( 1,500 ) Net proceeds from the Business Combination and PIPE Investments (Note 4) 293,717 — — Payment of contingent consideration up to acquisition date fair value (Note 11) ( 1,767 ) ( 1,836 ) ( 1,905 ) Transfers from Parent (Note 16) 59,051 85,493 56,176 Net cash provided by financing activities 366,334 84,757 58,304 Net increase in cash and cash equivalents $ 262,572 $ 267 $ 1,347 Cash and cash equivalents: Cash and cash equivalents—beginning of period $ 2,668 $ 2,401 $ 1,054 Net increase in cash and cash equivalents 262,572 267 1,347 Cash and cash equivalents—end of period $ 265,240 $ 2,668 $ 2,401 The accompanying notes are integral to the Consolidated financial statements. 76 LIVEWIRE GROUP, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands, except share and per share amounts) Common Stock Additional paid-in capital Accumulated Deficit Accumulated other comprehensive income (loss) Net Parent company investment Total Issued shares Balance Balance, December 31, 2019 — $ — $ — $ — $ ( 6 ) $ 21,803 $ 21,797 Net loss — — — — — ( 77,572 ) ( 77,572 ) Other comprehensive income, net of tax — — — — 236 — 236 Net contribution from H-D — — — — — 57,562 57,562 Balance, December 31, 2020 — — — — 230 1,793 2,023 Net loss — — — — — ( 68,292 ) ( 68,292 ) Other comprehensive loss, net of tax — — — — ( 85 ) — ( 85 ) Net contribution from H-D — — — — — 86,279 86,279 Balance, December 31, 2021 — — — — 145 19,780 19,925 Net loss prior to the Business Combination — — — — — ( 56,500 ) ( 56,500 ) Net loss post Business Combination — — — ( 22,438 ) — — ( 22,438 ) Other comprehensive loss, net of tax — — — — ( 154 ) — ( 154 ) Net contribution from H-D prior to the Business Combination — — — — — 79,922 79,922 Issuance of common stock to H-D upon separation and reclassification of Net Parent company investment, including separation adjustments 161,000 16 48,360 — 9 ( 43,202 ) 5,183 Issuance of common stock to ABIC public and sponsor stockholders 11,403 1 429 — — — 430 Issuance of common stock upon H-D PIPE & Backstop 20,000 2 179,865 — — — 179,867 Issuance of common stock upon KYMCO PIPE 10,000 1 99,999 — — — 100,000 Share-based compensation expense — — 565 — — — 565 Balance, December 31, 2022 202,403 $ 20 $ 329,218 $ ( 22,438 ) $ — $ — $ 306,800 The accompanying notes are integral to the Consolidated financial statements. 77 LIVEWIRE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Basis of Presentation LiveWire Group, Inc., a Delaware corporation, and its consolidated subsidiaries are referred to in these Consolidated financial statements and notes as “we,” “our,” “us,” the “Company,” or “LiveWire.” The Company is focused on pioneering the rapidly growing two wheel electric motorcycle market. We design and sell electric motorcycles and electric balance bikes with related electric motorcycle parts, accessories, and apparel. LiveWire was a direct, wholly owned subsidiary of AEA-Bridges Impact Corp (“ABIC”), which was originally incorporated as a Cayman Islands exempted company on July 29, 2020 as a special purpose acquisition company (“SPAC”) with the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On September 26, 2022, the Company consummated a previously announced business combination pursuant to a business combination agreement, dated as of December 12, 2021 (the “Business Combination Agreement”), by and among ABIC, LiveWire Group Inc., (formerly known as LW EV Holdings, Inc.), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation (H-D), and LiveWire EV, LLC (“Legacy LiveWire”), a wholly-owned subsidiary of H-D. Pursuant to the terms of the Business Combination Agreement: (a) on September 23, 2022, ABIC migrated to and domesticated as a Delaware corporation (“Domesticated ABIC”) (the “Domestication”), in connection with which all of the ABIC’s (i) outstanding ordinary shares were converted, on a one -for-one basis, into common stock, par value $ 0.0001 per share, of Domesticated ABIC, (ii) outstanding warrants were converted, on a one-for-one basis, into warrants to acquire one share each of common stock of Domesticated ABIC and (iii) outstanding units were canceled and instead entitle the holder thereof to, per unit, one share of common stock of Domesticated ABIC and one-half of one warrant of Domesticated ABIC; (b) on September 26, 2022, H-D and Legacy LiveWire consummated the separation of the Legacy LiveWire business and the other transactions contemplated by the Separation Agreement (the “Separation Agreement”), by and between H-D and Legacy LiveWire, dated as of September 26, 2022 (the “Separation”); (c) following the Domestication and immediately following the Separation, Merger Sub merged with and into Domesticated ABIC, with Domesticated ABIC surviving as a direct, wholly owned subsidiary of LiveWire (the “Merger”), and LiveWire continuing as the public company in the Merger, with each share of common stock of Domesticated ABIC being converted into the right of the holder thereof to receive one share of common stock, par value $ 0.0001 (“Common Stock”); (d) immediately following the Merger, H-D caused all of the membership interests of Legacy LiveWire (“Legacy LiveWire Equity” ) held by ElectricSoul, LLC (the “Legacy LiveWire Equityholder”), a Delaware limited liability company and a subsidiary of H-D, to be contributed to LiveWire in exchange for 161,000,000 shares of Common Stock and the right to receive up to an additional 12,500,000 shares of Common Stock in the future (the “Earn-Out Shares”, and the transactions contemplated by this clause (d), collectively, the “Exchange”), and as a result of the Exchange, Legacy LiveWire became a direct, wholly owned subsi diary of LiveWire; (e) immediately following the consummation of the Exchange, LiveWire contributed 100% of the outstanding equity interests of Legacy LiveWire to Domesticated ABIC (clauses (a) through (e) collectively, the “Business Combination”). Holders of 36,597,112 of ABIC’s Class A Ordinary Shares sold in its initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from ABIC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $ 10.06 per share, or $ 368.1 million in the aggregate. An aggregate of $ 368.1 million was paid from the ABIC’s trust account to holders who properly exercised their right to have their Initial Shares redeemed, and the remaining balance immediately prior to the Closing of approximately $ 34 million remained in the trust account and was used to fund the Business Combination. In connection with the Business Combination, the AEA-Bridges Impact Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), forfeited an aggregate of 2,000,000 Class B Ordinary Shares of ABIC in accordance with the Investor Support Agreement, dated as of December 12, 2021 (the “Investor Support Agreement”), by and among the Sponsor, LiveWire, ABIC, John Garcia, John Replogle and George Serafeim. The remaining Class B Ordinary Shares of ABIC held by the Sponsor automatically converted to 7,950,000 shares of Common Stock. Pursuant to investment agreements entered into in connection with the Business Combination Agreement, Kwang Yang Motor Co., Ltd., KYMCO Capital Fund I Co., Ltd., SunBright Investment Co., Ltd., CycleLoop Co., Ltd. and Kwang Yang Holdings 78 Limited (collectively, “KYMCO Group”) agreed to subscribe for an aggregate of 10,000,000 newly-issued shares of Common Stock at a purchase price of $ 10.00 per share for an aggregate purchase price of $ 100 million (the “KYMCO PIPE Investment”). Pursuant to the Business Combination Agreement, and an investment agreement entered into prior to the Closing, the Legacy LiveWire Equityholder agreed to subscribe for an aggregate of 10,000,000 newly-issued shares of Common Stock at a purchase price of $ 10.00 per share for an aggregate purchase price of $ 100 million (the “Legacy LiveWire Equityholder PIPE Investment” and, together with the KYMCO PIPE Investment, the “PIPE Investments”). At the closing of the Business Combination, LiveWire consummated the PIPE Investments. Pursuant to the Business Combination Agreement, H-D caused the Legacy LiveWire Equityholder to pay and deliver to LiveWire an amount in cash equal to $ 100 million, which is the H-D Backstop Amount (as defined in the Business Combination Agreement) in exchange for 10,000,000 shares of Common Stock (the “H-D Backstop Shares”) at a purchase price of $ 10.00 per H-D Backstop Share. Additionally, H-D was reimbursed for $ 20.1 million of transaction costs and advisory fees incurred through a reduction of the proceeds provided. After giving effect to the Business Combination, the redemption of Initial Shares as described above, the issuance of the H-D Backstop Shares and the consummation of the PIPE Investments, there were 202,402,888 shares of Common Stock issued and outstanding. The Business Combination was accounted for as a reverse recapitalization. See Note 4, Business Combination, for more information. Throughout the notes to the Consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy LiveWire and its subsidiaries prior to the consummation of the Business Combination, and LiveWire and its subsidiaries after the consummation of the Business Combination. References to ABIC refer to the SPAC entity prior to consummation of the Business Combination. Operating results for the periods presented prior to the consummation of the Business Combination represent those of Legacy LiveWire. Subsequent to the Business Combination, based upon management reporting changes, including reviewing the financial information of the Electric Motorcycles and STACYC businesses separately, the Company assessed that it has two reportable segments: LiveWire Electric Motorcycles (“Electric Motorcycles”) and STACYC. The Company's reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations. The Electric Motorcycles segment primarily focuses on the designing and selling of electric motorcycles and also sells motorcycle parts, accessories, and apparel. Electric Motorcycles are sold at wholesale to a network of independent dealers and at retail through a Company-owned dealer and through online sales. The STACYC segment primarily focuses on the designing and selling of electric balance bike for kids. The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online. Basis of Presentation On September 26, 2022, the Company consummated the Separation and Business Combination and became a standalone publicly traded company, and its financial statements are now presented on a Consolidated basis. Prior to the Separation and Business Combination on September 26, 2022, the Company's historical combined financial statements were prepared on a standalone carve-out basis and were derived from H-D's Consolidated financial statements and accounting records. The financial statements for all periods presented, including historical periods prior to September 26, 2022, are now referred to as “Consolidated financial statements”, and have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Periods prior to the Separation Prior to the Separation, the Company’s financial information is presented as consolidated carve-out financial information using the historical results of operations and the historical bases of assets and liabilities of H-D, Legacy LiveWire's parent company. Intercompany transactions within the Company have been eliminated in preparing the Consolidated financial statements. Management of the Company believes assumptions underlying the historical Consolidated financial statements are reasonable. However, the Consolidated financial statements may not be indicative of the consolidated financial position, results of operations, and cash flows of the Company in the future or if it had operated independently from H-D. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including technology support, marketing, finance, engineering, usage of shared assets, and other general corporate and administrative costs, such as treasury, human 79 resources, and others. The Company also may incur additional costs associated with being a standalone, publicly listed company that were not included in the expense allocations and, therefore, may result in additional costs that are not reflected in the historical results of operations, financial position, and cash flows. Principal assumptions underlying the Consolidated financial statements for periods prior to the Separation include: • The Consolidated statements of operations and comprehensive loss include all revenues and costs directly attributable to the Company as well as an allocation of expenses from H-D related to shared manufacturing costs; engineering expenses, selling expenses, general and administrative expenses, marketing expenses, employee-related expenses, charges for use of shared assets, and other expenses related to H-D’s corporate functions that provide support to the Company. H-D allocated these costs to the Company using methodologies that management believes are appropriate and reasonable. Costs are generally attributed based on specific identification, legal obligation, or in another manner that best reflects the nature of how the expense is incurred, such as gross revenue, wholesale motorcycle shipments, standard cost, production units, and other allocation methods as deemed appropriate. • The Consolidated balance sheets include the attribution of certain assets and liabilities that have historically been held at the corporate level by H-D, but which are specifically identifiable or attributable to the Company. H-D’s cash management and financing activities are centralized. Accordingly, no cash has been attributed to the Consolidated financial statements, except for certain cash accounts legally held by entities included in the Consolidated financial statements. • Net Parent company investment in the Consolidated statements of shareholders' equity and the Consolidated balance sheets represents the accumulation of the Company’s net loss over time and the net effect of transactions with and allocations from H-D. • Transactions between H-D and the Company are generally considered to be effectively settled in cash at the time the transaction is recorded except for the Notes payable to related party and Accounts receivable from related party (see disclosure in Note 16, Related Party Transactions). The net effect of the settlement of transactions with H-D is reflected in the Consolidated statements of cash flows as a financing activity and in the Consolidated balance sheets as “Net Parent company investment.” • Within the Consolidated financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. • Certain comparative amounts have been reclassified to conform to the current year presentation. 2. Summary of Significant Accounting Policies Principles of Consolidation – The Consolidated financial statements include the accounts of LiveWire Group, Inc. and its subsidiaries, all of which are wholly-owned. All intercompany accounts and material intercompany transactions have been eliminated. Use of Estimates – The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the Consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents – The Company considers all highly liquid investments with a maturity of 90 days or less when purchased to be cash equivalents. Concentrations of Credit Risk – Financial instruments that potentially subject the Company t o concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company limits its credit risk with respect to cash by maintaining cash and cash equivalents with high quality financial institutions. At times, the Company’s cash and cash equivalents may exceed federally insured limits. Concentrations of credit risk with respect to receivables are limited due to our large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At December 31, 2022, and 2021, 36.2 % and 23.3 %, respectively, of our net accounts receivable balance was due from the KTM customer group, driven by sales through the STACYC segment. No other single customer or customer group represented 10% or greater of net accounts receivable. 80 Accounts Receivable, net – Accounts receivable primarily relate to sales of electric balance bikes to independent dealers and independent distributors and are presented in Accounts receivable, net on the Consolidated balance sheets. All sales of electric motorcycles and related products to independent dealers in the U.S. and Canada are financed by the purchasing independent dealers through Harley-Davidson Financial Services, Inc. (“HDFS”), a wholly owned subsidiary of H-D; therefore, accounts receivable related to these sales are recorded in Accounts receivable from related party on the Consolidated balance sheets. The allowance for doubtful accounts deducted from total accounts receivable was $ 211 thousand and $ 66 thousand as of December 31, 2022, and 2021, respectively. The Company’s evaluation of the allowance for doubtful accounts includes a review to identify non-performing accounts which are evaluated individually. The remaining accounts receivable balances are evaluated in the aggregate based on an aging analysis. The allowance for doubtful accounts is based on factors including past loss experience, the value of collateral, and if applicable, reasonable and supportable economic forecasts. Accounts receivables are written down once management determines that the specific customer does not have the ability to repay the balance in full. Inventories, net – Total inventories are valued at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method for electric motorcycles and related products and average costing method for electric balance bikes. The Company’s determination of net realizable value considers the impact of sales incentives and excess and obsolete inventory based upon an assessment of historical trends, current market conditions and forecasted product demand. Property, Plant and Equipment, net – Property, plant and equipment is recorded at cost, net of accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of each class of property, plant and equipment generally consist of 7 years for leasehold improvements, 5 to 10 years for machinery and equipment, and 3 to 7 years for tooling and software. Goodwill – Goodwill represents the excess of acquisition cost over the fair value of the net assets purchased. Goodwill is tested for impairment, based on financial data related to the reporting unit to which it has been assigned, at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value, limited to the total goodwill allocated to the reporting unit. During 2022 and 2021, the Company tested its goodwill balances for impairment and no impairment charges were recorded to goodwill as a result of those impairment tests. Intangible Assets – Intangible assets are comprised of trademarks, patents, distributor relationships, and non-compete agreements. Intangible assets are amortized over their useful lives in a manner that reflects the pattern in which the economic benefit of the intangible assets is consumed. Intangible assets are assessed for impairment when a triggering event occurs. Cloud Computing Arrangements – The Company incurs costs to implement cloud computing arrangements that are hosted by a third party vendor. Implementation costs incurred during the application development stage are capitalized and amortized over the term of the hosting arrangement on a straight-line basis. The Company capitalized $ 4,930 thousand of costs during 2022 to implement cloud computing arrangements. Capitalized cloud computing arrangement costs are included within Other long-term assets on the Consolidated balance sheets. Amortization expense totaled $ 35 thousand for 2022 and is presented within Selling, administrative and engineering expense on the Consolidated statements of operations and comprehensive loss. There were no cloud computing arrangement costs capitalized and no amortization expense incurred in 2021 and 2020. Impairment of Long-Lived Assets – The Company periodically evaluates the carrying value of long-lived assets, which consist of property, plant and equipment, intangible assets, and cloud computing arrangements, to be held and used when events and circumstances indicate the carrying amount may not be recoverable. Such events and circumstances include significant decreases in the market price for similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs. When the carrying value of a long-lived asset is not recoverable based on the existence of one or more of the above indicators, recoverability is determined by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. An impairment charge would then be recognized equal to the amount by which the carrying amount exceeds the fair value of the asset. The Company also reviews the useful life of its long-lived assets when events and circumstances indicate that the actual useful life may be shorter than originally estimated. In the event the actual useful life is deemed to be shorter than the original useful life, depreciation is adjusted prospectively so that the remaining book value is depreciated over the revised useful life. Research and Development Expenses – Expenditures for research activities relating to product development are charged against income as incurred. Research and development expenses were $ 35,612 thousand, $ 35,308 thousand and $ 23,036 thousand for 2022, 2021 and 2020, respectively, and presented within Selling, administrative and engineering expense on the Consolidated statements of operations and comprehensive loss. 81 Advertising Costs – The Company expenses the production cost of advertising the first time the advertising takes place within Selling, administrative and engineering expense on the Consolidated statements of operations and comprehensive loss. Advertising costs relate to the Company’s efforts to promote its products and brands through the use of media and other means. During 2022, 2021 and 2020, the Company incurred $ 7,940 thousand, $ 5,344 thousand and $ 2,602 thousand in advertising costs, respectively. Shipping and Handling Costs – The Company classifies shipping and handling costs as a component of Cost of goods sold. Income Taxes – LiveWire’s income taxes as presented are calculated on a separate tax return basis. LiveWire’s operations have historically been and continue to be included in H-D’s U.S. federal and state tax returns or non-U.S. jurisdictions tax returns. LiveWire accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and other loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. LiveWire reviews its deferred income tax asset valuation allowances on a quarterly basis or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or combined group recording the net deferred income tax asset is considered, along with any positive or negative evidence including tax law changes. Since future financial results and tax law may differ from previous estimates, periodic adjustments to LiveWire’s valuation allowances may be necessary. LiveWire has generated operating losses in each of the years presented, however, any hypothetical net operating loss attributes generated (and related valuation allowances) utilized by H-D are not recorded on the balance sheet. Warrant Liabilities - The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants, both further described in Note 10, Warrants Liabilities , in accordance with the guidance contained in ASC 815 under which the Public and Private Warrants (collectively, the “Warrants”) do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Consolidated statements of operations and comprehensive loss. New Accounting Standards Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. 3. Revenue The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or service to a customer. Revenue is measured based on the consideration that the Company expects to be entitled to in exchange for the goods or services transferred. Taxes that are collected from a customer concurrent with revenue-producing activities are excluded from revenue. 82 Disaggregated revenue, net by major source was as follows for the years ended December 31, (in thousands): 2022 2021 2020 Electric Motorcycles Electric motorcycles $ 13,171 $ 8,706 $ 12,846 Parts, accessories and apparel 828 999 1,473 $ 13,999 $ 9,705 $ 14,319 STACYC (1) Electric balance bikes $ 29,669 $ 23,130 $ 14,602 Parts, accessories and apparel 3,165 2,971 1,942 $ 32,834 $ 26,101 $ 16,544 Total Revenue, net $ 46,833 $ 35,806 $ 30,863 (1) Prior year amounts have been reclassified to conform to current year presentation. Revenue from the sale of electric motorcycles, electric balance bikes as well as parts and accessories and apparel are recorded when control is transferred to the customer, generally at the time of shipment to independent dealers and distributors or at the time of delivery to retail customers. The Company offers sales incentive programs to independent dealers and retail customers designed to promote the sale of its products. The Company estimates its variable consideration related to its sales incentive programs using the expected value method. The Company accounts for consideration payable to a customer as part of its sales incentives as a reduction of revenue, which is accrued at the later of the date the related sale is recorded or the date the incentive program is both approved and communicated. During 2020, the Company made a sales concession to certain of its independent dealers related to retail store investments they had made for the sale and service of Harley-Davidson branded electric motorcycles. At the end of 2020, the Company was in the process of re-evaluating its long-term strategic direction for its electric vehicle operations, including the distribution strategy. Given the critical importance of the relationship between the Company and its dealers, the Company made a one-time concession payment, which was based on the investments the dealers had made. There were no commitments for future purchases from the dealers in exchange for the payment. As a result of this concession, the Company recorded a reduction to revenue of $ 15,271 thousand during 2020 for the change in the transaction consideration on previously recognized revenue related to electric vehicles sold by the Company to independent dealers through December 31, 2020. The Company has not historically offered similar concessions, did not offer similar concessions during 2022 or 2021, and it does not anticipate similar concessions in the future. The Company offers the right to return eligible parts and accessories and apparel. When the Company offers a right to return, it estimates returns based on an analysis of historical trends and records revenue on the initial sale only in the amount that it expects to be entitled. The remaining consideration is deferred in a refund liability account. The refund liability is remeasured for changes in the estimate at each reporting date with a corresponding adjustment to revenue. Variable consideration related to sales incentives and rights to return is adjusted at the earliest of when the amount of consideration the Company expects to receive changes, or the consideration becomes fixed. Adjustments for variable consideration related to previously recognized sales were not material during 2022, 2021 and 2020. Shipping and handling costs associated with freight after control of a product has transferred to a customer are accounted for as fulfillment. The Company accrues for the shipping and handling in the same period that the related revenue is recognized. The Company offers standard, limited warranties on its motorcycles, electric balance bikes, and parts and accessories. These warranties provide assurance that the product will function as expected and are not separate performance obligations. The Company accounts for estimated warranty costs as a liability when control of the product transfers to the customer. 83 Contract Liabilities The Company maintains certain deferred revenue balances related to payments received at contract inception in advance of the Company’s performance under the contract that generally relates to customer deposits for electric balance bikes and electric motorcycles. Deferred revenue is recognized as revenue once the Company performs under the contract. Deferred revenue of $ 163 thousand and $ 1,644 thousand was included in Accrued liabilities in the Company's Consolidated balance sheets as of December 31, 2022 and December 31, 2021, respectively. Previously deferred revenue recognized as revenue in 2022 and 2021 was $ 1,644 thousand and $ 149 thousand, respectively. The Company expects to recognize all $ 163 thousand of the remaining unearned revenue in 2023. 4. Business Combination As discussed in Note 1, Description of Business and Basis of Presentation, the Company completed the previously announced Business Combination on September 26, 2022. The Business Combination is accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, ABIC has been treated as the acquired company for financial reporting purposes. The net assets of ABIC were stated at carrying value, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy LiveWire. Legacy LiveWire was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Legacy LiveWire’s majority shareholder, the Legacy LiveWire Equityholder, has the largest voting interest in the combined company • Legacy LiveWire’s executive management makes up the majority of the management of the combined company; • Legacy LiveWire’s majority shareholder, the Legacy LiveWire Equityholder, has the ability to designate the majority of the initial LiveWire Board and subsequent decisions on the LiveWire Board will be based on shareholder vote, of which the Legacy LiveWire Equityholder has the largest voting interest; • the combined company assumed the name “LiveWire Group Inc.”; and • Legacy LiveWire is the larger entity based on revenue. Additionally, Legacy LiveWire has a larger employee base and substantive operations. The Business Combination resulted in net proceeds of approximately $ 293.7 million, which included: i) $ 100 million PIPE investment from H-D; ii) $ 100 million PIPE investment from KYMCO, iii) ABIC’s remaining cash held in trust account and operating cash in aggregate of $ 13.8 million (net of the SPAC share redemption amount of $ 368.1 million and payment of transaction costs incurred by ABIC of $ 20.6 million); and iv) the $ 100 million H-D Backstop Amount pursuant to the terms of the Business Combination Agreement and as a result of public shareholders exercising their redemption rights with respect to 36,597,112 shares of ABIC Class A common stock for $ 368.1 million in the aggregate, at a redemption price of approximately $ 10.06 per share. These proceeds were net of $ 20.1 million of transaction costs and advisory fees incurred by H-D. After giving effect to the business combination, the redemption of ABIC Class A common stock as described above, the issuance of the H-D Backstop Shares and the consummation of the PIPE Investments, were 202,402,888 shares of Common Stock issued and outstanding as of the closing date. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 10, Warrant Liabilities. As discussed in Note 1, Description of Business and Basis of Presentation, in connection with the Business Combination, H-D has the right to receive up to an additional 12,500,000 shares of the Company's Common stock as Earn-Out Shares upon the occurrence of certain triggering events: (i) a one-time issuance of 6,250,000 Earn Out Shares if the volume-weighted average price (“VWAP”) of Common Stock is greater than or equal to $ 14.00 over any 20 trading days within any 30 consecutive trading day period; and (ii) a one-time issuance of 6,250,000 Earn Out Shares if the VWAP of Common Stock is greater than or equal to $ 18.00 over any 20 trading days within any 30 consecutive trading-day period ((i) and (ii) each, a “Triggering Event”), in each case, during a period beginning 18 months from the Closing Date and expiring five years thereafter (the “Earn Out Period”). Additionally, if there is a change of control of the Company prior to the expiration of the Earn Out Period that will result in the holders of Common Stock receiving a price per share equal to or in excess of the applicable share price of LiveWire in connection with a Triggering Event, then immediately prior to the consummation of such change of control, any Triggering 84 Event that has not occurred will be deemed to have occurred, LiveWire will issue the applicable Earn Out Shares to H-D and H-D will be eligible to participate in such change of control. The total number of shares of the Company’s common stock outstanding immediately following the Business Combination was comprised as follows: Shares ABIC public shares, prior to redemptions 40,000,000 Less: redemption of ABIC public shares ( 36,597,112 ) LiveWire public stockholders 3,402,888 Legacy LiveWire Equityholder (1) 161,000,000 H-D PIPE investment 10,000,000 H-D Backstop investment 10,000,000 KYMCO PIPE investment 10,000,000 ABIC sponsor stockholders (2) 8,000,000 Total shares outstanding at close 202,402,888 (1) Excludes 12,500,000 Common Stock in estimated potential earn out shares as the price threshold for each tranche has not yet been triggered. (2) Shares presented are net of 2,000,000 Sponsor forfeited shares and includes 25,000 shares of Common Stock held by John Replogle and 25,000 shares of Common Stock held by George Serafeim, each in his individual capacity. In connection with the Business Combination, H-D incurred transaction fees and other costs considered direct and incremental, consisting of legal, accounting, financial advisory and other professional fees. These amounts were reimbursed by the Company as a reduction of the proceeds received and are deducted from the Company’s additional paid-in capital. The following table reconciles the elements of the Business Combination to the Consolidated statement of cash flows for the year ended December 31, 2022 and the Consolidated statement of shareholders’ equity for the year ended December 31, 2022 (in thousands): September 26, 2022 Cash - ABIC trust and cash, net of redemptions and ABIC transaction costs (1) $ 13,849 Cash - Legacy LiveWire Equityholder PIPE Investment 100,000 Cash - KYMCO PIPE Investment 100,000 Cash - H-D Backstop 100,000 Less: transaction costs and advisory fees incurred by H-D ( 20,132 ) Net cash proceeds from Business Combination 293,717 Less: Non-cash fair value of Public Warrants and Private Placement Warrants ( 13,420 ) Net equity infusion from Business Combination $ 280,297 (1) Proceeds from ABIC consisted of the $ 34,230 thousand of cash in the ABIC trust account and $ 240 thousand of cash in an ABIC operating bank account, less $ 20,621 thousand of ABIC transaction costs. On September 26, 2022, prior to the consummation of the Business Combination, the Company consummated the Separation subject to the terms of the Separation Agreement. As a result, certain assets and liabilities were retained and settled by H-D and did not transfer to the Company. As of September 25, 2022, the value of assets and liabilities and related tax effects to be retained by H-D at Separation was $ 8,192 thousand and $ 13,375 thousand, respectively. Adjustments for transfers and separations are reflected in the Company's Consolidated financial statements for the year ended December 31, 2022 and were comprised of the retention of assets and liabilities by H-D including Accounts receivable, net of $ 339 thousand, Inventories, net of $ 7,576 thousand, Other current assets of $ 205 thousand, Deferred tax assets of $ 72 thousand, Accounts payable of $ 4,427 thousand, Accrued liabilities of $ 5,184 thousand, Deferred tax liabilities of $ 46 thousand, Long-term supplier liability of $ 3,435 thousand and Other long-term liabilities of $ 283 thousand. The net balance of separation-related adjustments of $ 5,183 thousand was transferred to Additional paid-in capital prior to the consummation of the Business Combination, as represented in the Consolidated statements of shareholders’ equity. The most significant assets retained by the Parent included materials that relate to the manufacture of LiveWire One electric motorcycles. The most significant liabilities retained and settled by the Parent included employee liabilities related to service 85 rendered prior to the closing of the business combination, accounts payable outstanding for amounts owed to suppliers to manufacture electric motorcycles, a supplier liability for an excess firm purchase commitment, and certain warranty liabilities associated with the Harley-Davidson branded LiveWire motorcycle (see disclosure in Note 12, Product Warranty and Recall Campaigns). 5. Income Taxes The income tax (benefit) provision has been calculated using the separate return method, which is meant to reflect how taxes would have been recorded, had the Company filed its own tax return. The income tax (benefit) provision for the years ended December 31, consists of the following (in thousands): 2022 2021 2020 Current: State $ — $ 56 $ 89 Foreign 66 104 170 Current income tax provision $ 66 $ 160 $ 259 Deferred: Federal $ ( 95 ) $ 61 $ 218 State ( 4 ) ( 81 ) ( 50 ) Foreign — ( 2 ) ( 70 ) Deferred income tax (benefit) provision ( 99 ) ( 22 ) 98 Total income tax (benefit) provision $ ( 33 ) $ 138 $ 357 The components of loss before income taxes for the years ended December 31, were as follows (in thousands): 2022 2021 2020 Domestic $ ( 79,262 ) $ ( 68,534 ) $ ( 77,611 ) Foreign 291 380 396 Loss before income taxes $ ( 78,971 ) $ ( 68,154 ) $ ( 77,215 ) The reconciliation of the (benefit) provision for income taxes at the U.S. federal statutory income tax rate of 21% to the Company’s income tax (benefit) provision for the years ended December 31, is shown below (in thousands): 2022 2021 2020 Benefit at statutory rate $ ( 16,584 ) $ ( 14,312 ) $ ( 16,213 ) State taxes, net of federal benefit ( 1,367 ) ( 1,139 ) ( 1,372 ) Foreign rate differential 5 8 5 Nondeductible expenses 43 420 — Unrecognized tax benefits including interest and penalties — 6 11 Unbenefited losses 11,582 14,770 17,337 Valuation allowance 7,397 380 578 Change in value of warrants ( 1,144 ) — — Other 35 5 11 Income tax (benefit) provision $ ( 33 ) $ 138 $ 357 The Company generated operating losses in each of the years presented. The income tax benefit recognized related to these losses was zero for each of the years ended December 31, 2022, 2021, and 2020 due to the recognition of a valuation allowance. Operating results of the Company are included in the consolidated federal and combined state tax returns of H-D and the resulting tax attributes have been fully utilized by H-D and are no longer available to the Company for future use. Future income tax (benefits) provisions may be impacted by future changes in the realizability of the hypothetical net operating loss deferred tax assets. The difference between the benefit at the statutory rate and the income tax (benefit) provision related to these operating losses is reflected in the table above as unbenefited losses. 86 After an assessment of the positive and negative evidence regarding the realizability of the separate state NOLs reflected in the financials, it was determined a valuation allowance was required. Additionally, it was necessary to assess the positive and negative evidence of the realizability of the U.S. federal and consolidated state net deferred tax asset balance for the periods ended December 31, 2022 and 2021. After such an assessment, it was determined a valuation allowance was required. The difference between the benefit at the statutory rate and the income tax (benefit) provision related to these valuation allowances is reflected in the table above as valuation allowance. The principal components of the Company’s deferred income tax assets and liabilities as of December 31, include the following (in thousands): 2022 2021 Deferred tax assets: Capitalized research & experimental expenditures $ 7,158 $ — Accruals not yet tax deductible 615 2,379 Stock compensation 524 67 Net operating loss and credit carryforwards — 1 UNICAP 1 11 Amortization, book in excess of tax 946 258 Lease liability 733 812 Other — 346 Deferred tax assets before valuation allowance 9,977 3,874 Less: Valuation allowance ( 8,312 ) ( 915 ) Total deferred tax assets 1,665 2,959 Deferred tax liabilities: Depreciation, tax in excess of book $ ( 620 ) $ ( 2,283 ) Amortization, tax in excess of book ( 349 ) — Right-of-use asset ( 711 ) ( 790 ) Total deferred liabilities ( 1,680 ) ( 3,073 ) Net deferred tax liability $ ( 15 ) $ ( 114 ) The net deferred tax liability balance decreased from December 31, 2021 to December 31, 2022 primarily due to an increase in the deferred tax asset balance related to capitalized research and experimental expenses, which will reverse in future periods against a significant portion of the deferred tax liabilities. The tax operating loss and tax credit carryforwards, calculated on the separate return method for allocating tax expense, have been utilized by H-D in the consolidated tax return, and therefore are not available to the Company in future periods. Under the terms of the Company’s Tax Matters Agreement with H-D, LiveWire will receive no compensation from H-D for the use of such attributes. In addition, these tax loss and credit carryforwards would not have been realized on a separate return basis. As a result, consistent with prior periods, neither the deferred tax assets nor the full valuation allowances have been recorded for these hypothetical attributes. The realizability of the hypothetical attributes will continue to be monitored on a separate return basis. Any change to the realizability of these hypothetical attributes on a separate return basis will be booked as a deferred income tax benefit or expense with an offset to equity. For the period from the close of the Business Combination and effective date of the Tax Matters agreement, the tax net operating loss and tax credit carryforward, and offsetting full valuation allowance, was $ 3,764 thousand. The Company recognizes interest and penalties related to unrecognized tax benefits in the income tax (benefit) provision. Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands): 2022 2021 Unrecognized tax benefits, beginning of period $ — $ — Increase in unrecognized tax benefits for tax positions take in prior period 162 — Unrecognized tax benefits, end of period $ 162 $ — 87 There were no unrecognized tax benefits as of December 31, 2022 and 2021, respectively, that, if recognized, would affect the effective tax rate, due to the NOL and valuation allowance positions. There were zero gross benefits related to interest and penalties associated with unrecognized tax benefits recognized in the Consolidated statements of operations and comprehensive loss during 2022, 2021, and 2020, respectively, due to the NOL and valuation allowance positions. There were zero gross interest and penalties associated with unrecognized tax benefits recognized in the Consolidated balance sheets at December 31, 2022 and 2021, respectively, due to the NOL and valuation allowance positions. The Company expects the total amount of unrecognized tax benefits, related to continuing operations during the fiscal year ending December 31, 2023, to reduce to zero. The current year reserve will reverse when the Company files a method change in 2023. The Company did not make any income tax payments for the years ended December 31, 2022, 2021, and 2020 . 6 . Earnings Per Share The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding. Diluted EPS is computed using the weighted average number of shares of common stock, plus the effect of potentially dilutive securities. The Company applies the treasury method to calculate the dilution impact of share-based awards —restricted stock units, and performance share units. Because we have reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share as all of the potentially dilutive shares were antidilutive in those periods. Computation of basic and diluted earnings per share for the years ended December 31, was as follows (in thousands, except per share amounts): 2022 2021 2020 Net Loss $ ( 78,938 ) $ ( 68,292 ) $ ( 77,572 ) Basic weighted-average shares outstanding 172,003 161,000 161,000 Effect of dilutive securities – Warrants — — — Effect of dilutive securities – employee stock compensation plan — — — Diluted weighted-average shares outstanding 172,003 161,000 161,000 Earnings per share: Basic $ ( 0.46 ) $ ( 0.42 ) $ ( 0.48 ) Diluted $ ( 0.46 ) $ ( 0.42 ) $ ( 0.48 ) Prior to the Business Combination date, LiveWire did not have any issued and outstanding common stock or any common share equivalents. Accordingly, for 2021 and 2020, the net loss per share was calculated based on the 161,000,000 shares of Common Stock distributed to H-D in exchange for the membership interests of Legacy LiveWire. At the time of the Business Combination, additional shares of Common Stock were issued, which are reflected in the weighted-average shares outstanding as of December 31, 2022. Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including unvested restricted stock units (“RSUs”), unvested performance share units (“PSUs”), and Warrants. Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. For 2022, employee stock compensation plan awards representing 19 thousand underlying common shares were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. For 2022, warrants representing 51,788 thousand underlying common shares were excluded from the computation of diluted net loss per share because the effect would have been antidilutive. There were no anti-dilutive employee stock compensation awards or warrants for 2021 and 2020. Additionally, the Company has not included the impact of the Earn-Out Shares, discussed in Note 1, Description of Business and Basis of Presentation, in the calculation EPS as the triggering events have not occurred. 88 7. Additional Balance Sheet Information Inventories, net consisted of the following as of December 31, (in thousands): 2022 2021 Raw materials and work in process $ 48 $ 5,233 Electric motorcycles and electric balance bikes 25,291 8,636 Parts and accessories and apparel 3,876 2,928 Inventories, net $ 29,215 $ 16,797 Inventory valuation reserves deducted from cost were $ 1,320 thousand and $ 7,021 thousand as of December 31, 2022 and 2021, respectively. Other current assets primarily include prepaid expenses of $ 3,700 thousand as of December 31, 2022. As of December 31, 2021, Other current assets included $ 3,025 thousand of prepaid supplier deposits relating to future inventory purchases. Property, plant and equipment, net consisted of the following as of December 31, (in thousands): 2022 2021 Construction in progress $ 26,362 $ 9,746 Tooling 9,874 10,155 Machinery and equipment 3,488 3,317 Software 2,799 2,798 Leasehold improvements 1,635 1,266 44,158 27,282 Accumulated depreciation ( 12,591 ) ( 9,388 ) Property, plant and equipment, net $ 31,567 $ 17,894 Depreciation was $ 3,939 thousand, $ 4,256 thousand and $ 3,480 thousand for the years ending December 31, 2022, 2021 and 2020, respectively. Software, net of accumulated amortization, included in Property, plant and equipment, net, was $ 1,309 thousand and $ 2,242 thousand as of December 31, 2022 and 2021, respectively. The Company had $ 7,748 thousand related to purchases of property, plant and equipment included in Accrued liabilities as of December 31, 2022, and $ 3,651 thousand and $ 2,461 thousand related to purchases of property, plant and equipment included in Accounts payable as of December 31, 2021 and 2020, respectively. Other long-term assets consisted primarily of capitalized implementation costs incurred in connection with cloud computing arrangements that do not include a license to internal-use software in accordance with Accounting Standards Update 2018-15. Accrued liabilities consisted of the following as of December 31, (in thousands): 2022 2021 Payroll and employee benefits $ 4,641 $ 6,129 Engineering 4,377 2,680 Warranty and recalls 397 720 Deferred revenue 163 1,644 Sales incentives — 795 Taxes 352 918 Accrued capital expenditures 7,748 — Other 2,665 2,688 Accrued liabilities $ 20,343 $ 15,574 89 Prior to consummation of the Business Combination, the Company has a liability related to an excess firm purchase commitment to a supplier on a carve-out accounting basis. This liability remained with H-D as part of the Separation Agreement in connection with the Business Combination. The total obligation was $ 5,330 thousand as of December 31, 2021, all recorded as a non-current liability in Long-term supplier liability on the Consolidated balance sheets. The Company did not have any excess firm purchase commitment liabilities as of December 31, 2022. 8. Goodwill and Other Intangible Assets Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired. The carrying amount of goodwill was $ 8,327 thousand as of both December 31, 2022 and 2021. Intangible assets, net, excluding goodwill, consisted of trademarks, patents, distributor relationships, and non-compete agreements with estimated remaining useful lives ranging from 5 to 10 years. Intangible assets are amortized on a straight-line basis and the weighted-average amortization period for all amortizable intangibles on a combined basis is 8.5 years. The weighted average amortization period for trademarks, non-compete agreement, and other intangibles is 10 years, 5 years, and 5.5 years, respectively. Intangible assets at December 31, were as follows (in thousands): 2022 2021 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Trademarks $ 2,500 $ ( 958 ) $ 1,542 $ 2,500 $ ( 708 ) $ 1,792 Non-compete agreement 640 ( 491 ) 149 640 ( 363 ) 277 Others 440 ( 322 ) 118 440 ( 238 ) 202 $ 3,580 $ ( 1,771 ) $ 1,809 $ 3,580 $ ( 1,309 ) $ 2,271 Amortization of intangible assets, net, excluding goodwill, recorded in Selling, administrative and engineering expense on the Consolidated statements of operations and comprehensive loss was $ 462 thousand for 2022, 2021 and 2020, respectively. Future amortization of the Company's intangible assets as of December 31, 2022 is as follows (in thousands): 2023 462 2024 289 2025 254 2026 254 2027 254 Thereafter 296 $ 1,809 The Company assesses for impairment of intangible assets with definite lives only if events occur that indicate that the carrying amount of an intangible asset may not be recoverable. The Company assesses goodwill for impairment annually, or more frequently if events occur that indicate an asset may be impaired. For goodwill, the reporting units used in assessing impairment is the same as the Company’s two operating segments and reportable segments as described in Note 17, Reportable Segments and Geographic Information. Our assessment for impairment of goodwill utilized a discounted cash flow analysis and a guideline public company market approach to determine the fair value of the reporting unit for comparison to the corresponding carrying value, and a reconciliation of the Company’s concluded values for each reporting unit to the Company’s market capitalization. Based upon the Company’s fiscal year 2022 annual goodwill impairment analysis, the Company concluded that it is more likely than not that the fair value of goodwill exceeded its carrying value and there were no impairments to goodwill for any periods presented. 90 9. Leases The Company determines if an arrangement is or contains a lease at contract inception. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. The ROU asset also includes prepaid lease payments and initial direct costs and is reduced for lease incentives paid by the lessor. The discount rate used to determine the present value is generally H-D’s incremental borrowing rate, as allowed under GAAP for subsidiaries, because the implicit rate in the lease is not readily determinable. The lease term used to calculate the ROU asset and lease liabilities includes periods covered by options to extend or terminate when the Company is reasonably certain the lease term will include these optional periods. In accordance with ASC Topic 842, Leases , (“ASC 842”) the Company elected the short-term lease practical expedient that allows entities to recognize lease payments on a straight-line basis over the lease term for leases with a term of 12 months or less. The Company has also elected the practical expedient under ASC 842 allowing entities to not separate non-lease components from lease components, but instead account for such components as a single lease component for all leases except leases involving assets used in manufacturing and distribution processes. The Company has operating lease arrangements for real estate. The Company’s leases have a remaining lease term of 1 to 5 years. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. Balance sheet information related to the Company's leases at December 31, was as follows (in thousands): 2022 2021 Assets: Lease assets $ 3,128 $ 3,471 Liabilities: Current portion of lease liabilities $ 1,312 $ 1,146 Long-term portion of lease liabilities 1,913 2,423 Total lease liabilities $ 3,225 $ 3,569 The following table presents the components of lease costs as of December 31, (in thousands): Lease Cost 2022 2021 2020 Operating lease cost $ 1,300 $ 1,008 $ 817 Short-term lease cost 37 291 156 Variable lease cost 143 141 130 Net lease cost $ 1,480 $ 1,440 $ 1,103 Future maturities of the Company's operating lease liabilities as of December 31, 2022 were as follows (in thousands): Future lease payments: 2023 $ 1,373 2024 1,160 2025 446 2026 277 2027 97 Thereafter — 3,353 Present value discount ( 128 ) Lease liabilities $ 3,225 91 Other lease information surrounding the Company's operating leases as of December 31, was as follows (dollars in thousands): 2022 2021 2020 Cash outflows for amounts included in the measurement of lease liabilities $ 1,300 $ 924 $ 819 ROU assets obtained in exchange for lease obligations $ 910 $ 3,940 $ — Lease modifications $ — $ — $ ( 83 ) Weighted-average remaining lease term (in years) 2.80 3.26 0.74 Weighted-average discount rate 2.35 % 1.29 % 3.66 % 10. Warrant Liabilities Upon consummation of the Business Combination (see Note 4, 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 ABIC’s IPO of units (the “Public Warrants”) and 10,500,000 of outstanding warrants originally issued in a private placement in connection with the IPO of ABIC (the “Private Placement Warrants”). The Warrants expire five years from the completion of the Business Combination. At December 31, 2022, there were 19,999,990 Public Warrants and 10,500,000 Private Warrants outstanding. Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $ 11.50 per share. A Warrant holder may exercise its Warrants only for a whole number of shares of Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. No fractional Warrants were issued upon separation of the units and only whole warrants trade. The Company will receive the proceeds from the exercise of any warrants in cash. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Public Warrants Redemption of warrants when the price per Common Stock share equals or exceeds $ 18.00 : The Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sales price of the Company’s Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Common Stock share equals or exceeds $ 10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price equal to a number of the Company's Common Stock to be determined, based on the redemption date and the fair market value of the Company’s Common Stock; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Company’s Common Stock equals or exceeds $ 10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants • can be exercised on a cashless basis Private Placement Warrants The Private Placement Warrants have terms and provisions that are similar to those of the Public Warrants, including as to the exercise price, exercisability and exercise period. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or its permitted transferees and the reference value exceeds $ 18.00 per share. The initial Private Placement Warrant purchasers, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis if the reference value is between $ 10.00 and $ 18.00 . If the Private 92 Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. There were no exercises or redemptions of the Public or Private Warrants during the year ended December 31, 2022. The Company recognized income of $ 5,033 thousand as a change in fair value of warrant liabilities in the Consolidated statements of operations and comprehensive loss for year ended December 31, 2022. The Company determined the Public Warrants and Private Placement Warrants do not meet the criteria to be classified in stockholders’ equity and the fair value of the warrants should be classified as a liability. At December 31, 2022, the Company’s Warrant liability was $ 8,388 thousand. 11. Fair Value The Company assesses the inputs used to measure fair value using a three-tier hierarchy. • Level 1 inputs include quoted prices for identical instruments and are the most observable. • Level 2 inputs include quoted prices for similar assets and observable inputs. • Level 3 inputs are not observable in the market and include the Company’s judgments about the assumptions market participants would use in pricing the asset or liability. The Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows as of December 31, (in thousands): 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 257,000 $ — $ — $ 257,000 Liabilities: Public Warrants $ 5,500 $ — $ — $ 5,500 Private Placement Warrants — 2,888 — 2,888 Share-based awards settled in cash 1,618 — — 1,618 $ 7,118 $ 2,888 $ — $ 10,006 2021 Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration liability $ — $ — $ 2,180 $ 2,180 There were no significant assets or liabilities on the Company’s Consolidated balance sheets measured at fair value on a nonrecurring basis. Recurring Fair Value Measurements Money Market Funds Money market funds include highly liquid investments with an original maturity of three or fewer months, and are presented within Cash and cash equivalents in the Consolidated balance sheets. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy. Warrant Liabilities The Warrants were accounted for as liabilities in accordance with ASC 815 and are presented within Warrant liabilities in the accompanying Consolidated balance sheets. The Warrant liabilities are measured at fair value at inception and on a recurring 93 basis, with changes in fair value presented within Change in fair value of warrant liabilities in the Consolidated statements of operations and comprehensive loss. The Public Warrants are publicly traded under the symbol “LVWR WS”, and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The fair value of the Private Placement Warrants was determined using the closing price of the Public Warrants as the Private Placement Warrants have terms and provisions that are economically similar to those of the Public Warrants. The Private Placement Warrants are classified as Level 2 of the fair value hierarchy due to the use of an observable market quote for a similar asset in an active market. Share-based awards settled in cash Share-based awards settled in cash represent grants of share-based awards that will be settled with employees in cash, and are presented within Accrued liabilities and Other long-term liabilities in the Consolidated balance sheets. They are valued using the market price of the Company’s stock and are remeasured at each balance sheet date, and are classified under Level 1 under the fair value hierarchy. Contingent Consideration Liability In connection with H-D’s 2019 acquisition of STACYC, Inc., the Company had a contingent consideration obligation related to an aggregate earnout payment. The aggregate earnout payment had a potential payout ranging from $ 0 to $ 6,540 thousand based on the achievement of sales volume targets during the twelve-month performance periods beginning in June 2019, 2020, and 2021, respectively. The Company recorded a liability of $ 4,978 thousand at the acquisition-date for the fair value based on the likelihood of contingent earn-out payments as part of the total consideration. The contingent consideration liability related to the STACYC acquisition was considered a Level 3 liability. As of December 31, 2020, the fair value was estimated using a Monte Carlo simulation with significant unobservable inputs, including the discount rate, revenue volatility and risk premium. In both 2021 and 2020, the Company made payments of $ 2,180 thousand during each period based on the full achievement of performance targets for the first two annual performance periods. As of December 31, 2021, the Company determined the maximum remaining payout of $ 2,180 thousand approximated fair value. The final payment in 2022 of $ 2,180 thousand settled the Company’s contingent consideration obligation related to acquisition of STACYC. The following table presents the changes in the contingent consideration liability during the years ended December 31, 2022, 2021 (in thousands): Balance as of December 31, 2020 $ 4,311 Remeasurement of contingent consideration liability 49 Cash payment ( 2,180 ) Balance as of December 31, 2021 $ 2,180 Remeasurement of contingent consideration liability — Cash payment ( 2,180 ) Balance as of December 31, 2022 $ — The change in fair value recognized in net loss is recorded in Selling, administrative and engineering expense in the Consolidated statements of operations and comprehensive loss. During 2021 and 2020, the Company remeasured the contingent consideration liability and recorded an increase of $ 49 thousand and $ 788 thousand, respectively, due to an increased likelihood of the actual achievement for milestones being reached. Other Fair Value Measurements The fair value of financial instruments classified as Cash and cash equivalents, Accounts receivable, net, and Accounts payable on the Consolidated balance sheets approximate carrying value due to the short-term nature and the relative liquidity of the instruments. 94 12. Product Warranty and Recall Campaigns The Company provides a limited warranty on new electric motorcycles for a period of two years , except for the battery which is covered for five years . The Company also provides limited warranties on parts and accessories and electric balance bikes. The warranty coverage for the retail customer generally begins when the product is sold to the retail customer. The Company accrues for future warranty claims at the time of sale using an estimated cost based primarily on historical Company claim information. In the case of both warranty and recall costs, as actual experience becomes available it is used to update the accruals. Additionally, the Company may from time-to-time initiate certain voluntary recall campaigns. The Company records estimated recall costs when the liability is both probable and estimable. This generally occurs when the Company’s management approves and commits to a recall. The warranty and recall liability are included in Accrued liabilities and Other long-term liabilities on the Consolidated balance sheets. Changes in the Company’s warranty and recall liability were as follows as of December 31, (in thousands): 2022 2021 Balance, beginning of period $ 1,095 $ 778 Warranties issued during the period 714 575 Settlements made during the period ( 616 ) ( 933 ) Currency Translation Adjustments ( 76 ) ( 1 ) Recalls and changes to pre-existing warranty liabilities 236 676 Transaction related adjustment (1) ( 787 ) — Balance, end of period $ 566 $ 1,095 (1) In connection with the Separation and Business Combination, $ 787 thousand of warranties and recall liabilities were retained by H-D related to pre-transaction claims for certain H-D branded electric motorcycles. The liability for recall campaigns was $ 269 thousand at December 31, 2021. There was no liability for recall campaigns as of December 31, 2022, as the liability related to pre-transaction recall campaigns related to certain H-D branded electric motorcycles and was retained by H-D. 13. Employee Benefit Plans and Other Postretirement Benefits Defined Benefit Plans and Other Postretirement Benefit Plans H-D sponsors a qualified pension plan and a postretirement healthcare plan which cover certain eligible Company employees and retirees. These defined benefit plans include both Company eligible employees and other employees of H-D (“Shared” plans) and are accounted for as multiemployer benefit plans and the related net benefit plan assets and obligations are not included in the Company’s Consolidated balance sheets. Prior to the Separation and Business Combination, a portion of the related net periodic benefit plan cost has been allocated to the Company based on an estimated cost per plan participant and allocations of corporate and other shared functional personnel. The Company recorded expense of $ 45 thousand, income of $ 11 thousand, and expense of $ 123 thousand for the years ended December 31, 2022, 2021 and 2020, respectively, for the Company’s allocation of net periodic pension and healthcare plan costs related to the Company’s employees. In 2021, the allocation of net periodic pension costs includes a curtailment gain recorded in connection with H-D’s decision to cease benefit accruals for salaried employees after December 31, 2022. The Company is not required to make any contributions to the plans sponsored by H-D. Subsequent to the Business Combination, the Company does not have any expense allocation related to H-D’s qualified pension plan and a postretirement healthcare plan. Defined Contribution Plans On March 1, 2022, the Company established a LiveWire 401(k) plan for the benefit of the Company's employees. In connection with the establishment of the LiveWire 401(k) plan, H-D made all employer contributions to its 401(k) plan on behalf of the Company's employees, prorated for the portion of the plan year ending March 1, 2022. Upon establishment of the LiveWire 401(k) plan, each of the Company's employees then-participating in H-D's 401(k) plan became fully vested in his or her account balance under H-D's 401(k) plan and their account balances under H-D's 401(k) plan were transferred to the LiveWire 401(k) plan. 95 The Company expensed $ 2,143 thousand, $ 903 thousand and $ 674 thousand for the years ended December 31, 2022, 2021 and 2020, respectively, related to defined contribution benefits plans contributions. 14. Commitments and Contingencies Contingencies – The Company is subject to claims related to product and other commercial matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. Refer to Note 7, Additional Balance Sheet Information, for a discussion of a supplier liability and Note 12, Product Warranty and Recall Campaigns, for a discussion of warranty and recall liabilities. The Company had no product liability claims as of December 31, 2022, 2021 and 2020. Litigation and Other Claims – The Company from time to time may be subject to lawsuits and other claims related to product, commercial, employee, environmental and other matters in the normal course of business. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. The Company, through H-D, also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and there are no material exposures to loss in excess of amounts accrued and insured for losses related to these matters. 15. Share-Based Awards LiveWire Share-Based Awards Our long-term incentive plans provide for the grant of various forms of share-based awards to our directors, officers and other eligible employees under which our Board of Directors may grant to employees share-based awards including restricted stock units and performance share units. A maximum of 29,293,509 shares were authorized for awards under the long-term incentive plans. The Company recognizes the cost of its share-based awards in the Consolidated statements of operations and comprehensive loss. The cost of each share-based equity award is based on the grant date fair value and the cost of each share-based cash-settled award is based on the settlement date fair value. Share-based award expense is recognized on a straight-line basis over the service or performance periods of each separately vesting tranche within the awards. Forfeitures are recognized as incurred. The expense recognized reflects the number of awards that are ultimately expected to vest based on the service and, if applicable, performance requirements of each award. Total compensation expense related to LiveWire share-based awards was $ 579 thousand for the year ended December 31, 2022 and zero for both the years ended December 31, 2021 and 2020. See separate discussion below related to historical H-D Share-Based Awards for description of awards and related expense. Restricted Stock Units - Settled in Stock and Cash Certain directors, executive officers and other eligible employees have been granted time-based restricted stock units (the “Time-Based RSUs”) and performance-based restricted stock units (the “Performance RSUs,” collectively with the Time-Based RSUs, the “RSUs”). The Time-Based RSUs generally vest ratably over a three-year period, starting on the anniversary date of the grant. Time-Based RSUs for directors vest over a one -year period. The Company recognized $ 416 thousand for the year ended December 31, 2022 in share-based compensation expense related to the Time-Based RSUs. There were no Time-Based RSUs outstanding prior to fiscal year 2022 and therefore no share-based compensation expense was recorded in 2021 and 2020 related to the Time-Based RSUs. During the year ended December 31, 2022, the Company granted Performance RSUs to certain executive officers and other eligible employees. These Performance RSUs awards vest at the end of a three-year performance period contingent on our achievement of certain total shareholder return performance (“TSR”) targets during the performance period. The grant date fair value of the Performance RSUs was estimated using a Monte-Carlo simulation. The Company recognized $ 163 thousand of share-based compensation expense for the year ended December 31, 2022 for the Performance RSUs. There were no Performance RSUs outstanding prior to fiscal year 2022 and therefore no share-based compensation expense was recorded in 2021 and 2020 related to the Performance RSUs. 96 Restricted Stock Units - Settled in Stock – The fair value of the Time-Based RSUs settled in stock is determined based on the market price of the Company’s stock on the grant date. The Performance RSUs settled in stock granted in 2022 contain TSR market conditions. The Company estimated the fair value of the TSR component using a Monte Carlo simulation. Expected volatility is calculated using the historical volatility of public companies similar to LiveWire Group, Inc. The risk-free rate for periods within the contractual life of the grant is based on the U.S. Treasury rates at the time of grant. Assumptions used to calculate the grant date fair value of the performance shares granted during 2022 were as follows: December 2022 Expected volatility 76.76 % Risk-free interest rate 3.89 % The activity for these awards for the year ended December 31, 2022 was as follows (in thousands, expect for per share amounts): Time-Based RSUs Performance RSUs Total RSUs Weighted-Average Fair Value Per Share Nonvested, beginning of period — — — $ — Granted 1,870 625 2,495 $ 7.34 Vested — — — $ — Forfeited — — — $ — Nonvested, end of period 1,870 625 2,495 $ 7.34 As of December 31, 2022, there was $ 17,810 thousand of unrecognized compensation cost related to RSUs settled in stock that is expected to be recognized over a weighted-average period of 2.83 years. Restricted Stock Units - Settled in Cash – Time-Based RSUs and Performance RSUs settled in cash are recorded in the Consolidated balance sheets as a liability until vested. The fair value is determined based on the market price of the Company’s stock and is remeasured at each balance sheet date. The activity for these awards for the year ended December 31, 2022 was as follows (in thousands, except for per share amounts): Time-Based RSUs Performance RSUs Total RSUs Weighted-Average Fair Value Per Share Nonvested, beginning of period — — — $ — Granted 64 24 88 $ 7.52 Vested — — — $ — Forfeited — — — $ — Nonvested, end of period 64 24 88 $ 7.52 As of December 31, 2022, there was $ 521 thousand of unrecognized compensation cost related to RSUs settled in cash that is expected to be recognized over a weighted-average period of 2.92 years. Historical H-D Share-Based Awards Prior to consummation of the Business Combination, certain employees of the Company participated in H-D’s share-based compensation plan under which H-D’s Board of Directors may grant to employees share-based awards, including RSUs and performance shares. Prior to consummation of the Business Combination, as employees transferred from H-D to the Company, any outstanding share-based awards previously granted have been retained by the employees and have been transferred to the Company. All awards granted under the plans are based on H-D’s common shares and, as such, were reflected in the Consolidated balance sheets as Net Parent company investment and Accrued liabilities for equity-classified awards and liability-classified awards, respectively. Share-based compensation included in the Consolidated statements of operations and comprehensive loss includes expense attributable to the Company based on the awards and terms previously granted to the Company’s employees. Total share-based award compensation expense recognized by the Company for the years ended 97 December 31, 2022, 2021 and 2020 was $ 1,694 thousand, $ 786 thousand and $ 188 thousand, respectively. The cost of each equity-classified award is based on the fair value as of the grant date. The cost of each liability-classified award is based on the fair value at the grant date, subsequently remeasured at each reporting date until the date of settlement. Share-based award expense is recognized on a straight-line basis over the service periods. The expense recognized reflects the number of awards that are ultimately expected to vest based on service. During 2022, the Company elected to cancel and convert outstanding RSUs held by 91 of the Company's employees into the right to receive cash payments (each, an “RSU Payment”) on the date which the RSU award would otherwise become vested in accordance with the vesting schedule applied to such award immediately prior to cancellation of the award. The cancellation of the equity-classified awards resulted in a reduction to Net Parent company investment and share-based expense of $ 171 thousand. The conversion to RSU Payments, which are liability-classified awards, resulted in an increase to Accrued liabilities and shared-based award expense of $ 474 thousand. The incremental compensation cost resulting from the modification of the RSUs was immaterial. As of December 31, 2022, the accrued liability for the cash awards was $ 1,603 thousand. Each RSU Payment is a liability-classified award, which will (i) be in amount equal to (x) the number of shares of H-D's common stock subject to such RSU award that would have otherwise become vested on the applicable RSU vesting date in accordance with the applicable RSU vesting schedule, multiplied by (y) the closing trading price of a share of H-D's common stock on such RSU vesting date and (ii) be paid to the applicable employee of the Company on or within 30 days following the applicable RSU vesting date, subject to and conditioned upon such employee's continued employment or service as applicable, to the Company through the applicable vesting date. The activity for these awards for the year ended December 31, 2022 was as follows (in thousands, except for per share amounts): Shares & Units Weighted-Average Fair Value Per Share Nonvested, beginning of period — $ — Awards transferred to cash payment 76 $ 33 Granted 44 $ 43 Vested ( 36 ) $ 36 Forfeited ( 11 ) $ 37 Nonvested, end of period 73 $ 38 As of December 31, 2022, there was $ 1,941 thousand of unrecognized compensation cost related to liability-classified awards, net of estimated forfeitures, that is expected to be recognized over a weighted-average period of 1.14 years. The total income tax benefit associated with share-based compensation recorded in the Company's Consolidated statements of operations and comprehensive loss was $ 670 thousand for the year ended December 31, 2022 and zero for both the years ended December 31, 2021 and 2020. 16. Related Party Transactions In connection with the Business Combination, we entered into a number of agreements with H-D to govern the Separation and provide a framework for the relationship between the parties going forward pursuant to which we and/or H-D have continuing obligations to each other . All transactions with H-D subsequent to the Business Combination are considered related party transactions. Agreements that the Company entered into in connection with the Separation 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. 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 services). The services generally commenced on the date of the Separation and are intended to terminate between six and twelve months of the date of the Separation. We generally have the ability to (i) extend the term that a service is provided for by up to six months, subject to a maximum aggregate service term of 18 months; and (ii) terminate any or all 98 services early subject to a 45-day notice period. H-D has the right to terminate the Transition Services Agreement for our non-payment of charges. 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, and safety investigation, as we may request from time to time. The Master Services Agreement which contemplates that each of the services is set forth in a separate, mutually agreed upon statement of work. The Master Services Agreement has an initial term of seven years and will be renewable upon mutual agreement. The Master Services Agreement or any statement of work may be terminated by either party upon the other party’s material, uncured breach. 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. 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 services). Contract Manufacturing Agreement On September 26, 2022, we entered into a Contract Manufacturing Agreement with H-D (the “Contract Manufacturing Agreement”) pursuant to which H-D provides contract manufacturing and procurement services to us for the products in our LiveWire platform, as well as future anticipated platforms. H-D is our exclusive manufacturer for these platforms for five years from the date that H-D begins manufacturing the relevant platform (and five years from the Separation for the LiveWire platform). Following this exclusivity period, we may terminate the agreement for one or more products within the relevant platform upon two years’ notice, subject to payment of certain termination charges (which are intended to compensate H-D for its capital investment and other sunken costs). The Contract Manufacturing Agreement may also be terminated, in whole or part, by either party upon the other party’s material, uncured breach, inability to perform its obligations for more than six months due to a force majeure event, bankruptcy or insolvency, or change of control. Beginning for calendar year 2024, 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 on 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. H-D will procure, on our behalf, equipment and materials that are used in both H-D’s and our products, and we will procure all other equipment and materials, as well as tooling, needed to manufacture the products. During the period subsequent to the Business Combination, the Company purchased $ 1,935 thousand of inventory from H-D, all of which was payable as of December 31, 2022. Joint Development Agreement On September 26, 2022 we entered into a Joint Development Agreement with H-D (the “Joint Development Agreement”) pursuant to which the parties may agree to engage in joint development projects, which would be set forth in one or more mutually agreed project work statements. The Joint Development Agreement remains in effect until we and H-D mutually agree to terminate it and can be terminated earlier by either party upon the other party’s material, uncured breach. Under the Joint Development Agreement, H-D is required to notify us of any development projects for H-D’s business that are primarily related to electric vehicles, and we have the right to make a proposal with respect to the joint development of such a project. The parties will discuss in good faith whether or not it is beneficial for the parties to enter into a joint development project with respect to such project. If H-D engages in any development projects that are primarily related to electric vehicles and fails to consult with us so that we can make a proposal with respect such potential project, then the intellectual property developed pursuant to such H-D development project will be owned and licensed in accordance with the default intellectual property terms of the agreement (described below). Unless we and H-D agree otherwise for a particular project, each party bears its own costs and expenses in connection with each project under the Joint Development agreement. Unless otherwise mutually agreed for a particular project under the Joint Development Agreement, we own project intellectual property relating exclusively to electric vehicles and H-D owns all other project intellectual property. Each party is granted a perpetual license to use the project intellectual property in connection with that party’s products, which, for us, are limited to two-, three- or four-wheeled electric vehicles, related parts and accessories and electric vehicle systems. 99 Tax Matters Agreement On September 26, 2022, LiveWire entered into a Tax Matters Agreement with H-D (the “Tax Matters Agreement”). 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). LiveWire and its subsidiaries are currently members of H-D’s consolidated, combined, unitary and other similar groups for federal, state and local income tax purposes. With respect to U.S. federal income tax returns for any taxable period in which LiveWire (or any of its subsidiaries) are included in H-D’s consolidated group for U.S. federal income tax purposes, the amount of taxes to be paid by us is generally determined, subject to certain adjustments, as if LiveWire and each of its subsidiaries filed its own separate consolidated federal income tax return (LiveWire’s “separate federal tax liability”). 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. LiveWire’s inclusion in H-D’s consolidated group may result in H-D utilizing certain tax attributes that LiveWire generates, including net operating losses, and LiveWire will receive no compensation from H-D for the use of such attributes. The Tax Matters Agreement applies as of the closing of the Business Combination, which is the date that H-D’s ownership of LiveWire met the applicable minimum threshold required to file either a combined return or a consolidated return and will remain in effect unless the parties agree in writing to terminate the agreement. 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. Related Party Sales and Purchases in the Ordinary Course of Business Transactions Associated with Service Agreements with H-D For the period subsequent to the Business Combination, there were $ 3,485 thousand in expenses associated with services rendered in conjunction with the various service agreements with H-D identified above, which are presented within Selling, administrative and engineering on the Consolidated statements of operations and comprehensive loss. As of December 31, 2022, there is $ 5,733 thousand due to H-D and presented as Accounts payable to related party on the Consolidated balance sheets. Of the amount outstanding to H-D, $ 1,942 thousand is associated with inventory purchased under the Contract Manufacturing Agreement and $ 3,791 thousand is associated with services under the various Separation Agreements with H-D. Financing from Business Combination The Business Combination resulted in net proceeds of approximately $ 293.7 million from related parties as described in Note 4, Business Combination. The Business Combination further resulted in adjustments for assets and liabilities, and the related currency translation adjustments, which will remain with H-D in accordance with the separation agreement. As of the year ended December 31,2022 the adjustments resulted in a net increase of $ 5,183 thousand to Additional paid-in capital. For additional information around the Business Combination, refer to FN 4 Business Combination. Other transactions Sales of electric motorcycles and related products to independent dealers are primarily financed through HDFS, a wholly owned subsidiary of H-D; therefore, the Company’s accounts receivable related to these sales are recorded in Accounts receivable from related party on the Consolidated balance sheets . Amounts financed through HDFS, not yet remitted to the Company by HDFS are generally settled within 30 days. As of December 31, 2022, there is $ 388 thousand due from HDFS, which is presented as Accounts receivable from related party on the Consolidated balance sheets. During the period subsequent to the Business Combination, the Company recorded $ 141 thousand in related party sales between the Company and H-D with $ 100 thousand in cost of sales. All sales were for the STACYC segment who sells balance bikes to H-D dealers. As of December 31, 2022, there is $ 137 thousand due from H-D, which is presented as Accounts receivable from related party on the Consolidated balance sheets. 100 On September 26, 2022, the Company entered into a lease agreement with H-D to sublease a Product Development Center. This was classified as an operating lease and resulted in balances of $ 398 thousand, $ 140 thousand, and $ 258 thousand for right of use asset, short term lease liability, and long term lease liability, respectively, in the Consolidated balance sheets as of December 31, 2022. In addition, the Company incurred $ 45 thousand in rent expense for period subsequent to the Business Combination, which is included within Selling, administrative and engineering expense on the Consolidated statements of operations and comprehensive loss. Prior to the Separation, the Company did not operate as a standalone business and the Consolidated financial statements were derived from the Consolidated financial statements and accounting records of H-D. The following disclosure summarizes activity between the Company and H-D prior to the Business Combination. Allocation of Expenses and Related Party Activity Prior to the Separation Prior to the Business Combination, certain costs have been allocated to the Company and are reflected as expenses in the Consolidated statements of operations and comprehensive loss. The Company considers the allocation methodologies used to be reasonable, such that the allocations appropriately reflect H-D’s historical expenses attributable to the Company for purposes of the Consolidated financial statements. However, the expenses reflected in the Consolidated financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had historically operated as a stand-alone independent entity. Manufacturing cost of sales The Company’s electric motorcycles are produced in manufacturing facilities shared with H-D. Certain costs of goods sold for shared facilities and shared manufacturing of $ 3,402 thousand, $ 4,442 thousand and $ 4,536 thousand for the period prior to the Business Combination, and the twelve months ended December 31, 2021 and 2020, respectively, were specifically identified or allocated, mainly based on standard cost of production. Operating expense allocation H-D provided technology support, marketing, engineering, shared assets, finance, and other corporate and administrative services such as treasury, human resources, and legal, to the Company. These expenses of $ 2,702 thousand, $ 2,166 thousand and $ 6,454 thousand for the period prior to the Business Combination, and the twelve months ended December 31, 2021 and 2020, respectively, have been allocated to the Company and are included in Selling, administrative and engineering expense in the Consolidated statements of operations and comprehensive loss, where direct assignment of costs incurred by H-D was not possible or practical. These costs were allocated using related drivers associated with the nature of the business, such as gross revenue and wholesale motorcycle shipments. As a result, the allocations of these costs will fluctuate based on changes in these drivers. Other cost allocation metrics, such as headcount and square footage, were not deemed appropriate given the Company’s reliance on facilities and personnel that are shared with H-D. Cash management and financing Prior to the Business Combination, the Company’s treasury function was maintained by H-D. Accordingly, no cash, cash equivalents, or marketable securities have been attributed to the Consolidated financial statements, except for certain cash accounts. Certain cash accounts and the notes payable to related party are retained by the Company because they were legally held by the Company. H-D utilized a centralized approach to cash management and the financing of its operations. Under this centralized cash management approach, H-D provided funds to the Company. Cash transfers from H-D related to services and funding for operations provided by H-D were $ 59,051 thousand, $ 85,493 thousand and $ 56,176 thousand for the nine months ended September 25, 2022 and years ended December 31, 2021 and 2020, respectively. Net contributions from H-D are included within Net Parent company investment in the Consolidated statements of shareholders' equity. 101 For the 9 months ended For the 12 months ended For the 12 months ended Net contribution from H-D reconciliation to transfers from H-D September 25, 2022 December 31, 2021 December 31, 2020 Net contribution from H-D $ 79,922 $ 86,279 $ 57,562 Settlement of notes payable to related party and accrued interest ( 21,610 ) — — Transfer of assets to H-D 568 — — Net change in unbenefited losses remaining with H-D — — ( 1,198 ) Stock compensation expense 171 ( 786 ) ( 188 ) Transfers from H-D per cash flow statement $ 59,051 $ 85,493 $ 56,176 Notes payable to related party on the Consolidated balance sheets related to three lines of credit agreements with H-D, two of which were entered into on December 23, 2020 and the third was entered into on July 6, 2021. There were no financial covenants associated with these lines of credit. Each of these agreements allowed for earlier payment on demand of H-D in the event of default. All three lines of credit were repaid prior to the Business Combination. The Company’s first line of credit agreement had a maximum borrowing limit of $ 5,000 thousand with an interest rate of 6.6 %. This line of credit was amended and restated on December 22, 2021. The Company had no outstanding amounts under this line of credit at December 31, 2021. The Company’s second line of credit agreement had a maximum borrowing limit of $ 10,000 thousand with an interest rate of 6.6 %. This line of credit agreement limited the use of proceeds to the payment of contingent consideration related to the Company’s purchase agreement for the acquisition of STACYC on March 4, 2019. The Company had $ 5,333 thousand outstanding under this line of credit at December 31, 2021. The Company’s third line of credit agreement had a maximum borrowing limit of $ 60,000 thousand with an interest rate of 6.6 %. This line of credit was amended and restated on December 22, 2021. The Company had $ 100 thousand outstanding under this line of credit at December 31, 2021. The Notes payable to related party presented on the Consolidated balance sheets included the following accrued interest amounts (in thousands): For the 12 months ended For the 12 months ended December 31, 2022 December 31, 2021 Current portion of notes payable to related party $ — $ 3 Long-term portion of notes payable to related party — 366 $ — $ 369 Interest paid on the notes payable to related party was $ 0 thousand , $ 59 thousand and $ 51 thousand for the for the nine months ended September 25, 2022, and the twelve months ended December 31, 2021 and 2020, respectively. All related party notes payable were not in default as of December 31, 2022, December 31, 2021 and December 31, 2020. During the twelve months ended December 31, 2022, the Company borrowed $ 15,333 thousand under the lines of credit agreements prior to their final settlement on June 24, 2022. Pursuant to the Separation Agreement, H-D elected to settle all notes payable to related party outstanding as of June 24, 2022, including accrued interest, through capital contribution and without any cash being exchanged between the Company and H-D. The settlement included the principal amount and accrued interest of $ 20,766 thousand and $ 844 thousand, respectively. The capital contribution to settle the notes payable and accrued interest increased the Net Parent company investment on the Consolidated balance sheets. 102 17. Reportable Segments and Geographic Information The Company operates in two segments: Electric Motorcycles and STACYC. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations. The Electric Motorcycles segment consists of the business activities related to the design and sales of electric motorcycles. The Electric Motorcycles segment also sells electric motorcycle parts, accessories, and apparel. The Company’s products are sold at wholesale to a network of independent dealers and at retail through a Company-owned dealer and through online sales, primarily in the United States. The STACYC segment consists of the business activities related to the design and sales of the STACYC brand of electric balance bikes for kids. The STACYC segment also sells electric balance bike parts, accessories and apparel. STACYC products are in the U.S., Canada, Australia and Europe. The STACYC segment products are sold through independent retail partners in the U.S., including powersports dealers, H-D dealers, bicycle retailers and direct to consumer online. In Australia and Europe, STACYC sells its products through independent distributors. Prior to the Business Combination, the Company had one operating and reportable segment, based upon the manner in which H-D monitored and managed the business. Subsequent to the Business Combination based upon management reporting changes, including reviewing the financial information of the two businesses separately, the Company assessed that it has two operating and reporting segments. As a result, Electric Motorcycles and STACYC were reported as separated reportable segments. The Company has restated its historical segment results below based on the new segment determination. Selected segment information is set forth below for the years ended December 31, (in thousands): 2022 2021 2020 Electric Motorcycles Electric motorcycles, parts and accessories and apparel revenue, net $ 13,999 $ 9,705 $ 14,319 Cost of goods sold 23,268 22,006 45,742 Selling, administrative and engineering expense 79,836 57,996 43,033 Operating loss ( 89,105 ) ( 70,297 ) ( 74,456 ) STACYC Electric balance bikes, parts and accessories and apparel revenue, net 32,834 26,101 16,544 Cost of goods sold 20,661 16,374 10,077 Selling, administrative and engineering expense 8,023 7,612 9,066 Operating income (loss) 4,150 2,115 ( 2,599 ) Operating loss $ ( 84,955 ) $ ( 68,182 ) $ ( 77,055 ) 103 Additional segment information is set forth below as of December 31, (in thousands): Electric Motorcycles STACYC Consolidated 2022: Assets $ 323,108 $ 28,697 $ 351,805 Goodwill $ 7,668 $ 659 $ 8,327 Depreciation and amortization $ 3,882 $ 519 $ 4,401 Capital expenditures $ 14,081 $ — $ 14,081 2021: Assets $ 38,762 $ 23,190 $ 61,952 Goodwill $ 7,668 $ 659 $ 8,327 Depreciation and amortization $ 4,220 $ 498 $ 4,718 Capital expenditures $ 9,792 $ 159 $ 9,951 2020: Assets $ 31,627 $ 20,113 $ 51,740 Goodwill $ 7,668 $ 659 $ 8,327 Depreciation and amortization $ 3,399 $ 543 $ 3,942 Capital expenditures $ 3,210 $ 33 $ 3,243 Customer Information - For the years ended December 31, 2022, 2021 and 2020, LiveWire generated more than 10% of its consolidated sales from the KTM customer group. These sales amounted to 33 %, 17 %, and 12 % for the years ended December 31, 2022, 2021 and 2020, respectively, and were included in the STACYC segment. Geographic Information – Included in the Consolidated financial statements are the following amounts relating to geographic locations for the years ended December 31, (in thousands): 2022 2021 2020 Revenue, net (1) : United States $ 36,256 $ 24,633 $ 21,462 International 10,577 11,173 9,401 $ 46,833 $ 35,806 $ 30,863 Long-lived assets (2) : United States $ 31,567 $ 17,894 $ 11,860 International — — — $ 31,567 $ 17,894 $ 11,860 (1) Revenue is attributed to geographic regions based on location of customer. (2) Long-lived assets include all long-term assets except those specifically excluded under ASC Topic 280, Segment Reporting , such as deferred income taxes. 18. Restatement of Unaudited Interim Financial Statements During finalization of the Company’s 2022 Consolidated financial statements, the Company discovered that it had prematurely recognized revenue related to deliveries to a customer of STACYC electric balance bikes without batteries, which were shipped separately a short time later. As a result, the Company had prematurely recognized revenue during financial reporting periods prior to the completion of the Business Combination on those semi-finished units at the time of delivery of the bikes in the first and second quarters of 2022, respectively, with a related understatement of revenue in the third quarter of 2022. The batteries were completely delivered by the end of the third quarter of 2022, which was required for the Company to be able to recognize revenue for the bikes as a finished unit. On February 22, 2023, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), in consultation with members of the Company’s management, concluded that the Company’s previously issued unaudited quarterly financial 104 statements for the three months ended March 27, 2022, the three and six months ended June 26, 2022, and the three months ended September 25, 2022 should no longer be relied upon due to the premature revenue recognition error in those financial statements. The correction of these errors and the restatement adjustments for these changes to the Company’s previously issued Consolidated financial statements are shown in the table below, collectively the “Restatement.” Amounts depicted with the title "As Restated" throughout this footnote include the impact of the Restatement. Impact of the Restatement A reconciliation from the previously issued financial statements to the restated amounts as of March 27, 2022, and for the three months ended March 27, 2022, as of June 26, 2022, and for the three and six months ended June 26, 2022, and for the three months and nine months ended September 25, 2022 is included below. The Company’s previously issued financial statements are labeled as “As Previously Reported” in the tables below. The amounts labeled “Adjustment” represent the effects of this restatement described below. Also included in the amounts labeled “Adjustment” are the correction of certain other previously identified immaterial adjustments as of March 27, 2022, and for the three months ended March 27, 2022, as of June 26, 2022, and for the three and six months ended June 26, 2022, as of September 25, 2022, and for the three and nine months ended September 25, 2022. The effects of the Restatement did not impact the Company’s reported revenue or cash flow for the nine months ended September 25, 2022, as a result of the premature recognition of revenue. The impacts of the premature revenue recognition are reflected in the restatement tables below as indicated by reference (a) throughout this note. The Company also corrected previously uncorrected misstatements that were not material, individually or in the aggregate, in the Restatement, which were only recorded in conjunction with correcting the misstatement related to the premature revenue recognition discussed above. The impacts of other adjustments are reflected in the restatement tables below as indicated by reference (b) throughout this note. Description of Misstatements An error was identified with respect to the application of the Company’s revenue recognition accounting policy within the STACYC segment for which the Company prematurely recognized revenue before the performance obligation to a certain customer was fully satisfied, resulting in revenue being recognized in the improper period. For this customer, there were two shipments of goods to fulfill the performance obligation, with lag time in between the shipments. The goods included within the separate shipments are not considered to be “distinct” individually under ASC 606, Revenue from Contracts with Customers, and were determined to be a single performance obligation. During certain periods in 2022, the Company delivered bikes to this customer without the associated batteries, which were required to be delivered in order for the Company to fulfill its performance obligation and recognize revenue for the sale of the bikes. The shipping delays associated with the batteries resulted in an overstatement of Revenue, net and related Cost of goods sold of $ 1,013 thousand and $ 640 thousand for the first quarter of 2022, respectively, $ 1,742 thousand and $ 1,047 thousand for the second quarter of 2022, respectively, and a corresponding understatement of Revenue, net and related Cost of goods sold of $ 2,755 thousand and $ 1,687 thousand for the third quarter of 2022, respectively, when the batteries were completely delivered and therefore the revenue recognition criteria for the bikes were satisfied. The Restatement adjusts Revenue, net and the related Cost of goods sold between interim periods to properly reflect revenue recognition in the period in which the performance obligation was fulfilled. For the nine months ended September 25, 2022, there was no change to the Company’s total reported Revenue, net, Cost of goods sold, or cash flow. Effects of adjustments on the restated unaudited interim financial statements The tables below show the effects of correction of the above mentioned adjustments in the Company’s previously issued unaudited quarterly financial statements. The tax effect of the restated adjustments was de minimis for the 2022 quarterly interim periods. The impact on the interim Consolidated statements of cash flows has resulted in reclassifications within the operating activities for all periods presented and no impact to total operating activities within the interim Consolidated statements of cash flows. 105 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) (Unaudited) For the three months ended March 27, 2022 As Previously Reported Adjustments Adjustment Reference As Restated Revenue, net $ 11,414 $ ( 1,013 ) a $ 10,401 Cost of goods sold $ 10,488 $ ( 140 ) a,b $ 10,348 Selling, administrative and engineering expense $ 16,112 $ ( 360 ) b $ 15,752 Operating loss $ ( 15,186 ) $ ( 513 ) a,b $ ( 15,699 ) Loss before income taxes $ ( 15,398 ) $ ( 513 ) a,b $ ( 15,911 ) Net loss $ ( 15,466 ) $ ( 513 ) a,b $ ( 15,979 ) Comprehensive loss $ ( 15,566 ) $ ( 513 ) a,b $ ( 16,079 ) CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) As of March 27, 2022 As Previously Reported Adjustments Adjustment Reference As Restated Accounts receivable, net $ 9,379 $ ( 858 ) a $ 8,521 Inventories, net $ 17,703 $ 640 a $ 18,343 Total current assets $ 42,358 $ ( 218 ) a $ 42,140 Property, plant and equipment, net $ 19,466 $ 134 b $ 19,600 Total assets $ 75,756 $ ( 84 ) a,b $ 75,672 Accrued liabilities $ 13,595 $ ( 70 ) a,b $ 13,525 Total current liabilities $ 40,738 $ ( 70 ) a,b $ 40,668 Total liabilities $ 52,845 $ ( 70 ) a,b $ 52,775 Net Parent company investment $ 22,866 $ ( 14 ) a,b $ 22,852 Total shareholders’ equity $ 22,911 $ ( 14 ) a,b $ 22,897 Total liabilities and shareholders’ equity $ 75,756 $ ( 84 ) a,b $ 75,672 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) (Unaudited) For the three months ended June 26, 2022 As Previously Reported Adjustments Adjustment Reference As Restated Revenue, net $ 14,248 $ ( 1,742 ) a $ 12,506 Cost of goods sold $ 14,699 $ ( 1,803 ) a,b $ 12,896 Selling, administrative and engineering expense $ 19,169 $ ( 203 ) b $ 18,966 Operating loss $ ( 19,620 ) $ 264 a,b $ ( 19,356 ) Loss before income taxes $ ( 19,747 ) $ 264 a,b $ ( 19,483 ) Net loss $ ( 19,842 ) $ 264 a,b $ ( 19,578 ) Comprehensive loss $ ( 19,836 ) $ 264 a,b $ ( 19,572 ) 106 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) (Unaudited) For the six months ended June 26, 2022 As Previously Reported Adjustments Adjustment Reference As Restated Revenue, net $ 25,662 $ ( 2,755 ) a $ 22,907 Cost of goods sold $ 25,187 $ ( 1,943 ) a,b $ 23,244 Selling, administrative and engineering expense $ 35,281 $ ( 563 ) b $ 34,718 Operating loss $ ( 34,806 ) $ ( 249 ) a,b $ ( 35,055 ) Loss before income taxes $ ( 35,145 ) $ ( 249 ) a,b $ ( 35,394 ) Net loss $ ( 35,308 ) $ ( 249 ) a,b $ ( 35,557 ) Comprehensive loss $ ( 35,402 ) $ ( 249 ) a,b $ ( 35,651 ) CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) As of June 26, 2022 As Previously Reported Adjustments Adjustment Reference As Restated Accounts receivable, net $ 5,339 $ ( 1,658 ) a $ 3,681 Inventories, net $ 25,834 $ 1,687 a $ 27,521 Total current assets $ 39,445 $ 29 a $ 39,474 Property, plant and equipment, net $ 22,817 $ 249 b $ 23,066 Total assets $ 76,929 $ 278 a,b $ 77,207 Accrued liabilities $ 13,353 $ 784 a,b $ 14,137 Total current liabilities $ 33,102 $ 784 a,b $ 33,886 Total liabilities $ 39,038 $ 784 a,b $ 39,822 Net Parent company investment $ 37,840 $ ( 506 ) a,b $ 37,334 Total shareholders’ equity $ 37,891 $ ( 506 ) a,b $ 37,385 Total liabilities and shareholders’ equity $ 76,929 $ 278 a,b $ 77,207 107 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) (Unaudited) For the three months ended September 25, 2022 As Previously Reported Adjustments Adjustment Reference As Restated Revenue, net $ 11,953 $ 2,755 a $ 14,708 Cost of goods sold $ 11,800 $ 1,943 a,b $ 13,743 Selling, administrative and engineering expense $ 22,111 $ ( 123 ) b $ 21,988 Operating loss $ ( 21,958 ) $ 935 a,b $ ( 21,023 ) Loss before income taxes $ ( 21,882 ) $ 935 a,b $ ( 20,947 ) Net loss $ ( 21,878 ) $ 935 a,b $ ( 20,943 ) Comprehensive loss $ ( 21,938 ) $ 935 a,b $ ( 21,003 ) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) (Unaudited) For the nine months ended September 25, 2022 As Previously Reported Adjustments Adjustment Reference As Restated Selling, administrative and engineering expense $ 57,392 $ ( 686 ) b $ 56,706 Operating loss $ ( 56,764 ) $ 686 b $ ( 56,078 ) Loss before income taxes $ ( 57,027 ) $ 686 b $ ( 56,341 ) Net loss $ ( 57,186 ) $ 686 b $ ( 56,500 ) Comprehensive loss $ ( 57,340 ) $ 686 b $ ( 56,654 ) CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) As of September 25, 2022 As Previously Reported Adjustments Adjustment Reference As Restated Property, plant and equipment, net $ 26,111 $ 383 b $ 26,494 Total assets $ 182,379 $ 383 b $ 182,762 Accrued liabilities $ 15,538 $ ( 303 ) b $ 15,235 Total current liabilities $ 134,255 $ ( 303 ) b $ 133,952 Total liabilities $ 139,872 $ ( 303 ) b $ 139,569 Net Parent company investment $ 42,516 $ 686 b $ 43,202 Total shareholders’ equity $ 42,507 $ 686 b $ 43,193 Total liabilities and shareholders’ equity $ 182,379 $ 383 b $ 182,762 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. 108