LiveWire Group, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 74 Consolidated Statements of Operations and Comprehensive Loss 75 Consolidated Balance Sheets 76 Consolidated Statements of Cash Flows 77 Consolidated Statements of Shareholders’ Equity 78 Notes to Consolidated Financial Statements 79 1. Description of Business and Basis of Presentation 79 2. Summary of Significant Accounting Policies 81 3. Revenue 84 4. Business Combination 86 5. Income Taxes 88 6. Earnings Per Share 90 7. Additional Balance Sheet Information 91 8. Goodwill and Intangible Assets 92 9. Leases 93 10. Warrant Liabilities 95 11. Fair Value 96 12. Product Warranty and Recall Campaigns 97 13. Employee Benefit Plans 97 14. Commitments and Contingencies 98 15. Share-Based Awards 98 16. Related Party Transactions 103 17. Reportable Segments and Geographic Information 108 18. Restructuring 111 73 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the 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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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 February 21, 2025 74 LIVEWIRE GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except per share amounts) Years Ended 2024 2023 2022 Revenue, net $ 26,633 $ 38,023 $ 46,833 Costs and expenses: Cost of goods sold (including related party amounts of $ 19,533 , $ 23,433 , and $ 1,685 in 2024, 2023, and 2022, respectively, as described in Note 16) 39,416 43,795 43,929 Selling, administrative and engineering expense (including related party amounts of $ 10,164 , $ 14,993 , and $ 3,485 in 2024, 2023, and 2022, respectively, as described in Note 16) 97,573 110,217 87,859 Total operating costs and expenses 136,989 154,012 131,788 Operating loss ( 110,356 ) ( 115,989 ) ( 84,955 ) Other income, net — — 235 Interest expense related party — — ( 475 ) Interest income 5,704 10,537 1,191 Change in fair value of warrant liabilities 10,770 ( 4,020 ) 5,033 Loss before income taxes ( 93,882 ) ( 109,472 ) ( 78,971 ) Income tax provision (benefit) 43 78 ( 33 ) Net loss ( 93,925 ) ( 109,550 ) ( 78,938 ) Other comprehensive loss: Foreign currency translation adjustments ( 5 ) 17 ( 145 ) Comprehensive loss $ ( 93,930 ) $ ( 109,533 ) $ ( 79,083 ) Net loss per share, basic and diluted (Note 6) $ ( 0.46 ) $ ( 0.54 ) $ ( 0.46 ) The accompanying notes are integral to the consolidated financial statements. 75 LIVEWIRE GROUP, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value) December 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 64,437 $ 167,904 Accounts receivable, net 3,874 4,295 Accounts receivable from related party 399 3,402 Inventories, net 26,942 32,122 Other current assets 2,709 3,004 Total current assets 98,361 210,727 Property, plant and equipment, net 34,012 37,682 Goodwill 8,327 8,327 Deferred tax assets 7 4 Lease assets 765 1,868 Intangible assets, net 1,058 1,347 Other long-term assets 5,430 6,192 Total assets $ 147,960 $ 266,147 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,738 $ 3,554 Accounts payable to related party 9,762 20,371 Accrued liabilities 17,960 21,189 Current portion of lease liabilities 394 1,152 Total current liabilities 29,854 46,266 Long-term portion of lease liabilities 405 792 Deferred tax liabilities 118 93 Warrant liabilities 1,549 12,319 Other long-term liabilities 919 814 Total liabilities 32,845 60,284 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, 2024 and 2023 — — Common Stock, $ 0.0001 par value; 800,000 shares authorized; 203,787 shares issued and 203,423 shares outstanding as of December 31, 2024 and 203,210 shares issued and 203,030 shares outstanding as of December 31, 2023 20 20 Treasury Stock, at cost: December 31, 2024 - 364 shares, December 31, 2023 - 180 shares ( 3,413 ) ( 1,969 ) Additional paid-in-capital 344,409 339,783 Accumulated deficit ( 225,913 ) ( 131,988 ) Accumulated other comprehensive income 12 17 Total shareholders' equity 115,115 205,863 Total liabilities and shareholders' equity $ 147,960 $ 266,147 The accompanying notes are integral to the consolidated financial statements. 76 LIVEWIRE GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years Ended 2024 2023 2022 Cash flows from operating activities: Net loss $ ( 93,925 ) $ ( 109,550 ) $ ( 78,938 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 10,041 5,832 4,401 Payment of contingent consideration in excess of acquisition date fair value — — ( 413 ) Change in fair value of warrant liabilities ( 10,770 ) 4,020 ( 5,033 ) Stock compensation expense 4,626 8,926 394 Provision for doubtful accounts 230 53 145 Deferred income taxes 22 74 ( 125 ) Inventory write-down 5,750 2,719 1,074 Cloud computing arrangements development costs ( 45 ) ( 1,312 ) ( 4,894 ) Other, net ( 244 ) ( 117 ) ( 144 ) Changes in current assets and liabilities: Accounts receivable, net 192 ( 2,023 ) 4,156 Accounts receivable from related party 3,003 ( 2,877 ) ( 593 ) Inventories ( 569 ) ( 5,626 ) ( 21,068 ) Other current assets 540 1,621 ( 1,283 ) Accounts payable and accrued liabilities ( 2,101 ) 160 6,371 Accounts payable to related party ( 10,609 ) 14,638 6,269 Net cash used by operating activities ( 93,859 ) ( 83,462 ) ( 89,681 ) Cash flows from investing activities: Capital expenditures ( 8,068 ) ( 13,462 ) ( 14,081 ) Net cash used by investing activities ( 8,068 ) ( 13,462 ) ( 14,081 ) Cash flows from financing activities: Repurchase of common stock ( 1,444 ) ( 1,969 ) — Proceeds received from exercise of warrants (Note 6) — 1,557 — Borrowings on notes payable to related party (Note 16) — — 15,333 Net proceeds from the Business Combination and PIPE Investments (Note 4) — — 293,717 Payment of contingent consideration up to acquisition date fair value — — ( 1,767 ) Transfers from Parent (Note 16) — — 59,051 Net cash (used) provided by financing activities ( 1,444 ) ( 412 ) 366,334 Effect of exchange rate changes on cash and cash equivalents $ ( 96 ) $ — $ — Net (decrease) increase in cash and cash equivalents $ ( 103,467 ) $ ( 97,336 ) $ 262,572 Cash and cash equivalents: Cash and cash equivalents—beginning of period $ 167,904 $ 265,240 $ 2,668 Net (decrease) increase in cash and cash equivalents ( 103,467 ) ( 97,336 ) 262,572 Cash and cash equivalents—end of period $ 64,437 $ 167,904 $ 265,240 The accompanying notes are integral to the consolidated financial statements. 77 LIVEWIRE GROUP, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) Common Stock Additional paid-in capital Accumulated Deficit Accumulated other comprehensive income (loss) Net Parent company investment Treasury Stock Total Issued shares Balance 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 — — 565 — — — — 565 Balance, December 31, 2022 202,403 20 329,218 ( 22,438 ) — — — 306,800 Net loss — — — ( 109,550 ) — — — ( 109,550 ) Other comprehensive loss, net of tax — — — — 17 — — 17 Share-based compensation 672 — 8,926 — — — — 8,926 Shareholder warrants exercised 135 — 1,639 — — — — 1,639 Repurchase of common stock — — — — — — ( 1,969 ) ( 1,969 ) Balance, December 31, 2023 203,210 20 339,783 ( 131,988 ) 17 — ( 1,969 ) 205,863 Net loss — — — ( 93,925 ) — — — ( 93,925 ) Other comprehensive loss, net of tax — — — — ( 5 ) — — ( 5 ) Share-based compensation 577 — 4,626 — — — 4,626 Repurchase of common stock — — — — — — ( 1,444 ) ( 1,444 ) Balance, December 31, 2024 203,787 $ 20 $ 344,409 $ ( 225,913 ) $ 12 $ — $ ( 3,413 ) $ 115,115 The accompanying notes are integral to the consolidated financial statements. 78 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 designs and sells electric motorcycles and electric balance bikes for kids with related electric motorcycle parts, accessories, and apparel. The Company operates in two segments: Electric Motorcycles and STACYC. 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 and related financing transactions (collectively the “Business Combination”) pursuant to a business combination agreement, dated as of December 12, 2021 (the “Business Combination Agreement”), by and among AEA-Bridges Impact Corp (“ABIC”), LiveWire Group Inc., (formerly known as LW EV Holdings, Inc.), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation (“H-D”), and LiveWire EV, LLC (“Legacy LiveWire”), a wholly-owned subsidiary of H-D. 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. 79 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 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. 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 dealership and through online sales. Prior to November 5, 2024, the Company’s products were sold at retail through selection international partners primarily in Europe. The STACYC segment primarily focuses on the designing and selling of electric balance bike for kids, and related parts and accessories. The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online. 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. 80 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 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.” 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. Foreign Currency - The Company’s international subsidiaries use their respective local currency as their functional currency. Assets and liabilities of international subsidiaries have been translated at period-end exchange rates, and revenues and expenses have been translated using average exchange rates for the period. Monetary assets and liabilities denominated in a currency that is different from an entity's functional currency are remeasured from the transactional currency to the entity's functional currency on a monthly basis. The aggregate transaction losses resulting from foreign currency remeasurements was $ 206 thousand, $ 97 thousand, and $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively. Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. 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 81 equivalents may exceed federally insured limits. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. At December 31, 2023, 56.2 % 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 at December 31, 2024 and 2023. Accounts Receivable, net – Accounts receivable primarily relate to sales of electric balance bikes to independent dealers and independent distributors, electric motorcycle sales to non-H-D dealers in the United States, and electric motorcycle sales in Europe, and are presented in Accounts receivable, net on the consolidated balance sheets. Payment terms from these customers range from 30 days to 364 days. The Company has elected the practical expedient available under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) that allows entities to not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. All sales of electric motorcycles and related products to independent H-D dealers in the U.S. and Canada are financed by the purchasing independent H-D dealers through Harley-Davidson Financial Services, Inc. (“HDFS”), a wholly owned subsidiary of H-D. Sales to online and retail customers may also be financed by HDFS. Amounts financed through HDFS, not yet remitted to the Company by HDFS are generally settled within 30 days. 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 $ 302 thousand and $ 140 thousand as of December 31, 2024 and 2023, 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 2024 and 2023, the Company tested its goodwill balances for impairment and no impairment charges were recorded to goodwill as a result of those impairment tests. 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 $ 45 thousand, $ 1,312 thousand, and $ 4,930 thousand of costs during the years ended December 31, 2024, 2023, and 2022, respectively, 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 $ 957 thousand, $ 839 thousand, and $ 35 thousand for the years ended December 31, 2024, 2023, and 2022, respectively, and is presented within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss. 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 82 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 or amortization is adjusted prospectively so that the remaining book value is depreciated or amortized 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 $ 41,742 thousand, $ 54,070 thousand and $ 35,612 thousand for 2024, 2023 and 2022, respectively, and presented within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss. 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 the years ended December 31, 2024, 2023 and 2022, the Company incurred $ 5,226 thousand, $ 4,671 thousand and $ 7,940 thousand in advertising costs, respectively. 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”) 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 Accounting Standards Adopted in 2024 In November 2023, FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment's profit or loss and assets currently required under Topic 280 in interim periods, (iv) 83 clarify that if the chief operating decision maker uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance was effective for the fiscal years beginning after December 15, 2023. The Company adopted this guidance as of December 31, 2024, which resulted in enhanced quantitative and qualitative disclosures provided in Note 17 Reportable Segments and Geographic Information related to the items described above. Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) provide additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-09 will have on the Company's consolidated financial statement disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve the disclosures about a public business entity's expenses and provide more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of goods sold and selling, administrative and engineering expense). The main provisions of ASU 2024-03 require a public entity at each interim and annual reporting period to (i) disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion included in each relevant expense caption presented on the face of the income statement within continuing operations, (ii) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date, which is intended to clarify the effective date of ASU No. 2024-03. As clarified in ASU 2025-01, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the impact ASU 2024-03 will have on the Company's consolidated financial statement disclosures. 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. 84 Disaggregated revenue, net by major source was as follows for the years ended December 31, (in thousands): 2024 2023 2022 Electric Motorcycles Electric motorcycles $ 7,644 $ 11,087 $ 13,171 Parts, accessories and apparel 737 461 828 $ 8,381 $ 11,548 $ 13,999 STACYC Electric balance bikes $ 14,043 $ 22,865 $ 29,669 Parts, accessories and apparel 4,209 3,610 3,165 $ 18,252 $ 26,475 $ 32,834 Total Revenue, net $ 26,633 $ 38,023 $ 46,833 Revenue from the sale of LiveWire One electric motorcycles, electric balance bikes, as well as parts and accessories and apparel are recorded when control is transferred to the customer, generally at the time of shipment to independent dealers and distributors or at the time of delivery to retail customers. S2 electric motorcycles, being motorcycles produced from LiveWire’s S2 platform using the Arrow Architecture model, contain two performance obligations, which is the sale of the electric motorcycle and a stand ready obligation to transfer Firmware Over The Air (“FOTA”) software updates to the electric motorcycle, when-and-if available, to the customer. Revenue on the sale of the S2 electric motorcycles is recorded at a point-in-time when control is transferred to the customer. As the unspecified FOTA software updates to S2 electric motorcycles are provided when-and-if they become available, revenue related to these updates is recognized ratably over the period the updates will be provided, estimated by management to be five years, commencing when control of the electric motorcycle is transferred to the customer. The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The Company allocates the transaction price among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations. The Company offers sales incentive programs to independent dealers, distributors 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 as part of its sales incentives as a reduction of revenue, which is accrued at the later of the date the related sale is recorded or the date the incentive program is both approved and communicated. Variable consideration related to sales incentives and rights to return is adjusted at the earliest of when the amount of consideration the Company expects to receive changes, or the consideration becomes fixed. During 2024, the Company revised its retail partner strategy in the Electric Motorcycles segment and introduced new incentives with its retail partners. As a result of incentives, for the year ended December 31, 2024, the Company recorded $ 848 thousand of adjustments for variable consideration related to previously recognized sales. Adjustments for variable consideration related to previously recognized sales was no t material for the years ended December 31, 2023 and 2022. The Company offers the right to return eligible parts and accessories and apparel, electric balance bikes, and, in limited circumstances, on electric motorcycles. The Company estimates returns based on an analysis of historical trends and probability of returns and records revenue on the initial sale only in the amount that it expects to be entitled. The remaining consideration is deferred in a refund liability account. The refund liability is remeasured for changes in the estimate at each reporting date with a corresponding adjustment to revenue. The Company records a refund asset at the carrying amount of the goods at the time of sale, less any expected costs to recover the goods and any expected reduction in value as a reduction to Cost of goods sold. This amount is monitored and adjusted for any change in value as necessary. The refund asset of $ 377 thousand and $ 299 thousand were included in Other current assets as of December 31, 2024 and 2023, respectively, and $ 154 thousand and $ 52 thousand of the refund liability were included in Accrued liabilities as of December 31, 2024 and 2023, respectively, in the Company’s consolidated balance sheets. The remainder of the refund liability of $ 252 thousand and $ 275 thousand were recorded as an offset to Accounts Receivable from related party as of December 31, 2024 and 2023, respectively, in the Company’s consolidated balance sheets, as these amounts will be repaid to HDFS. Shipping and handling costs associated with freight after control of a product has transferred to a customer are accounted for as fulfillment costs in Cost of goods sold. The Company accrues for the shipping and handling in the same period that the related revenue is recognized. 85 The Company offers standard, limited warranties on its electric motorcycles, electric balance bikes, and parts and accessories. These warranties provide assurance that the product will function as expected and are not separate performance obligations. The Company accounts for estimated warranty costs as a liability when control of the product transfers to the customer. Contract Liabilities The Company maintains certain contract liability balances related to payments received at contract inception in advance of the Company’s performance under the contract that generally relates to customer deposits for electric balance bikes and electric motorcycles and consideration received upon transfer of control of the S2 motorcycles for FOTA software updates. Contract liabilities are recognized as revenue once the Company performs under the contract. The current portion of contract liabilities of $ 174 thousand and $ 214 thousand were included in Accrued liabilities and the long-term portion of contract liabilities of $ 393 thousand and $ 245 thousand were included in Other long-term liabilities in the Company's consolidated balance sheets as of December 31, 2024 and December 31, 2023, respectively. The Company expects to recognize $ 174 thousand included in Accrued Liabilities over of the next twelve months. The Company expects to recognize $ 393 thousand included in Other long-term liabilities over the next five years. Previously deferred revenue recognized as revenue in 2024 and 2023 was $ 125 thousand and $ 163 thousand, respectively. 4. Business Combination As discussed in Note 1, Description of Business and Basis of Presentation, the Company completed the Business Combination on September 26, 2022. The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, ABIC was 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 resulting from the Business Combination. 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”), 86 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 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 87 $ 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 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. 5. Income Taxes The income tax provision (benefit) 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 provision (benefit) for the years ended December 31, consists of the following (in thousands): 2024 2023 2022 Current: Federal $ — $ 3 $ — State — ( 10 ) — Foreign 21 11 66 Current income tax provision $ 21 $ 4 $ 66 Deferred: Federal $ 26 $ 78 $ ( 95 ) State 5 — ( 4 ) Foreign ( 9 ) ( 4 ) — Deferred income tax provision (benefit) 22 74 ( 99 ) Total income tax provision (benefit) $ 43 $ 78 $ ( 33 ) The components of loss before income taxes for the years ended December 31, were as follows (in thousands): 2024 2023 2022 Domestic $ ( 93,909 ) $ ( 109,491 ) $ ( 79,262 ) Foreign 27 19 291 Loss before income taxes $ ( 93,882 ) $ ( 109,472 ) $ ( 78,971 ) The reconciliation of the provision (benefit) for income taxes at the U.S. federal statutory income tax rate of 21% to the Company’s income tax provision (benefit) for the years ended December 31, is shown below (in thousands): 2024 2023 2022 Benefit at statutory rate $ ( 19,715 ) $ ( 22,989 ) $ ( 16,584 ) State taxes, net of federal benefit ( 2,959 ) ( 2,747 ) ( 1,367 ) Foreign rate differential 4 3 5 Nondeductible expenses (benefits) 609 ( 293 ) 43 Unbenefited losses and credits 27,421 28,250 11,582 Valuation allowance 3,555 1,381 7,397 Change in value of warrants ( 2,262 ) 844 ( 1,144 ) Research & Development Tax Credit ( 6,478 ) ( 4,057 ) — Other ( 132 ) ( 314 ) 35 Income tax provision (benefit) $ 43 $ 78 $ ( 33 ) 88 The Company generated operating losses in each of the years presented. The income tax provision (benefit) recognized related to these losses was zero for each of the years ended December 31, 2024, 2023, and 2022. Operating results of the U.S. entities are included in the consolidated U.S. federal and combined state tax returns of H-D and these tax attributes have been fully utilized by H-D and are no longer available to the Company for future use. Future income tax provisions (benefits) may be impacted by future changes in the utilization of LiveWire attributes by H-D. The difference between the benefit at the statutory rate and the income tax provision (benefit) related to these operating losses is reflected in the table above as unbenefited losses. 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 continues to be required on separate state NOLs. 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 remaining after H-D utilization of LiveWire attributes for the periods ended December 31, 2024 and 2023. After such an assessment, it was determined a valuation allowance continues to be required. The difference between the benefit at the statutory rate and the income tax provision (benefit) related to these valuation allowances is reflected in the table above as valuation allowance. The Company’s Non-US entities generated both income tax and operating losses for a net income tax provision of $ 12 thousand and $ 7 thousand for the years ended December 31, 2024 and 2023, respectively. Non-US operating losses cannot be utilized by H-D, therefore a deferred tax asset was recorded. After assessment of the positive and negative evidence regarding realizability of the Non-US deferred tax assets, it was determined the deferred tax assets are more likely than not to be realized and no valuation allowance was recorded. The principal components of the Company’s deferred income tax assets and liabilities as of December 31, include the following (in thousands): 2024 2023 Deferred tax assets: Capitalized research & experimental expenditures $ 14,495 $ 11,827 Accruals not yet tax deductible 1,919 1,585 Stock compensation 1,002 1,490 Net operating loss and credit carryforwards 7 4 UNICAP 138 91 Amortization, book in excess of tax 1,051 1,018 Lease liability 191 458 Deferred tax assets before valuation allowance 18,803 16,473 Less: Valuation allowance ( 13,248 ) ( 9,693 ) Total deferred tax assets 5,555 6,780 Deferred tax liabilities: Depreciation, tax in excess of book $ ( 4,863 ) $ ( 5,961 ) Amortization, tax in excess of book ( 620 ) ( 468 ) Right-of-use asset ( 183 ) ( 440 ) Total deferred liabilities ( 5,666 ) ( 6,869 ) Net deferred tax liability $ ( 111 ) $ ( 89 ) The net deferred tax liability balance increased from December 31, 2024 to December 31, 2023 primarily due to an increase in the deferred tax liability balance related to tax basis amortizable goodwill that is not amortized for book purposes. 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, but they may be used to offset any future liabilities that may be owed by LiveWire to H-D under the Tax Matters Agreement. 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. For the period from the close of the Business Combination and effective date of the Tax Matters Agreement, the unrecorded tax net operating loss and tax credit carryforward, unbenefited by LiveWire, was $ 59,436 thousand. 89 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): 2024 2023 Unrecognized tax benefits, beginning of period $ — $ 162 Decrease in unrecognized tax benefits for tax positions take in prior period — ( 162 ) Unrecognized tax benefits, end of period $ — $ — There were no unrecognized tax benefits as of December 31, 2024 and 2023 that, if recognized, would affect the effective tax rate due to the NOL and valuation allowance positions. There was zero interest and penalties associated with unrecognized tax benefits recognized in the consolidated statements of operations and comprehensive loss during 2024, 2023, and 2022. There were zero gross interest and penalties associated with unrecognized tax benefits recognized in the consolidated balance sheets at December 31, 2024 and 2023, respectively, due to the NOL and valuation allowance positions. The Company made $ 7 thousand in income tax payments for the year ended December 31, 2024. The Company did not make any income tax payments for the years ended December 31, 2023 and 2022. 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. The consolidated group files U.S. federal and various state income tax returns which are no longer subject to examination before 2019. LiveWire has separate state and non-US filing requirements that will remain open to tax authority examination through 2029. 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, performance share units, and warrants. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share as all of the potentially dilutive shares were anti-dilutive in those periods. Computation of basic and diluted earnings per share for the years ended December 31, was as follows (in thousands, except per share amounts): 2024 2023 2022 Net loss $ ( 93,925 ) $ ( 109,550 ) $ ( 78,938 ) Basic weighted-average shares outstanding 203,206 202,504 172,003 Effect of dilutive securities – Warrants — — — Effect of dilutive securities – employee stock compensation awards — — — Diluted weighted-average shares outstanding 203,206 202,504 172,003 Earnings per share (1) : Basic $ ( 0.46 ) $ ( 0.54 ) $ ( 0.46 ) Diluted $ ( 0.46 ) $ ( 0.54 ) $ ( 0.46 ) (1) Earnings per share amounts are calculated discretely and, therefore, may not add up to the total due to rounding 90 Prior to the Business Combination date, the Company did not have any issued and outstanding common stock or any common share equivalents. Accordingly, prior to the consummation of the Business Combination, the weighted average-shares deemed outstanding 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, 2024, 2023, and 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 (as defined in Note 10, Warrant Liabilities). Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. For the years ended December 31, 2024, 2023, and 2022, 1,377 thousand, 2,617 thousand and 2,495 thousand employee stock compensation plan awards, respectively, were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. For the years ended December 31, 2024, 2023, and 2022, 30,365 thousand, 30,365 thousand, and 30,500 thousand warrants, respectively, were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. Additionally, the Company has not included the impact of the Earn-Out Shares, discussed in Note 1, Description of Business and Basis of Presentation, in the calculation of EPS as the triggering events have not occurred. 7. Additional Balance Sheet Information Inventories, net consisted of the following (in thousands): 2024 2023 Raw materials and work in process $ — $ 486 Electric motorcycles and electric balance bikes 24,862 28,205 Parts and accessories and apparel 2,080 3,431 Inventories, net $ 26,942 $ 32,122 Inventory valuation reserves deducted from cost were $ 4,661 thousand and $ 3,539 thousand as of December 31, 2024 and 2023, respectively. Other current assets primarily include prepaid expenses of $ 2,422 thousand and $ 1,905 thousand as of December 31, 2024 and 2023, respectively. Property, plant and equipment, net consisted of the following as of December 31, (in thousands): 2024 2023 Construction in progress $ 3,201 $ 6,697 Tooling 27,438 23,627 Machinery and equipment 7,280 5,147 Software 18,632 17,310 Leasehold improvements 2,533 2,023 $ 59,084 $ 54,804 Accumulated depreciation ( 25,072 ) ( 17,122 ) Property, plant and equipment, net $ 34,012 $ 37,682 Depreciation was $ 8,794 thousand, $ 4,531 thousand and $ 3,939 thousand for the years ending December 31, 2024, 2023 and 2022, respectively. Software, net of accumulated amortization, included in Property, plant and equipment, net, was $ 12,072 thousand and $ 14,395 thousand as of December 31, 2024 and 2023, respectively. The Company had $ 1,989 thousand, $ 4,933 thousand, and $ 7,748 thousand related to purchases of property, plant and equipment included in Accrued liabilities as of December 31, 2024, 2023, and 2022, 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. 91 Accrued liabilities consisted of the following as of December 31, (in thousands): 2024 2023 Payroll and employee benefits $ 5,757 $ 7,077 Accrued restructuring 675 — Engineering 2,614 5,215 Warranty and recalls 673 730 Deferred revenue 174 214 Sales incentives 737 78 Taxes 863 579 Accrued capital expenditures 1,989 4,933 Other (1) 4,478 2,363 Accrued liabilities $ 17,960 $ 21,189 (1) For the year ended December 31, 2024, included in “Other” is an accrual for $ 1,802 thousand for an unfavorable arbitration ruling related to a supplier claim discussed in Note 14. 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 December 31, 2024 and 2023. Intangible assets, excluding goodwill, consist of trademarks, developer technology, patents, distributor relationships, and non-compete agreements, with estimated useful lives ranging from 5 to 10 years. Intangible assets are amortized on a straight-line basis. The total weighted-average amortization period for all amortizable intangible assets is 8.5 years. The weighted average amortization period for trademarks, the most significant intangible asset, is 10 years. Intangible assets at December 31, were as follows (in thousands): 2024 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Trademarks $ 2,500 $ ( 1,458 ) $ 1,042 $ 2,500 $ ( 1,208 ) $ 1,292 Non-compete agreement 640 ( 640 ) — 640 ( 619 ) 21 Others 440 ( 424 ) 16 440 ( 406 ) 34 $ 3,580 $ ( 2,522 ) $ 1,058 $ 3,580 $ ( 2,233 ) $ 1,347 Amortization of intangible assets, net, excluding goodwill, recorded in Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss was $ 289 thousand for the year ended December 31, 2024 and $ 462 thousand for the years ended December 31, 2023 and 2022, respectively. Future amortization of the Company's intangible assets as of December 31, 2024 is as follows (in thousands): 2025 $ 254 2026 254 2027 254 2028 254 2029 42 $ 1,058 92 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. The Company’s 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 annual goodwill impairment analyses, the Company concluded there were no impairments to goodwill for any periods presented. 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 one to three years . The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. 93 Balance sheet information related to the Company's leases at December 31, was as follows (in thousands): 2024 2023 Assets: Lease assets $ 765 $ 1,868 Liabilities: Current portion of lease liabilities 394 1,152 Long-term portion of lease liabilities 405 792 Total lease liabilities $ 799 $ 1,944 The following table presents the components of lease costs as of December 31, (in thousands): 2024 2023 2022 Lease Cost: Operating lease cost $ 1,163 $ 1,435 $ 1,300 Short-term lease cost 63 38 37 Variable lease cost 78 37 143 Net lease cost $ 1,304 $ 1,510 $ 1,480 Future maturities of the Company's operating lease liabilities as of December 31, 2024 were as follows (in thousands): Future lease payments: 2025 $ 414 2026 300 2027 117 Thereafter — $ 831 Present value discount ( 32 ) Lease liabilities $ 799 Other lease information surrounding the Company's operating leases as of December 31, was as follows (dollars in thousands): 2024 2023 2022 Cash outflows for amounts included in the measurement of lease liabilities $ 1,181 $ 1,456 $ 1,300 ROU assets obtained in exchange for lease obligations — 109 910 Lease modifications (1) ( 87 ) — — Weighted-average remaining lease term (in years) 2.16 2.10 2.80 Weighted-average discount rate 3.60 % 2.69 % 2.35 % (1) In December 2024, the Company issued notice of early termination for a lease agreement with H-D. This termination resulted in a reduction of the right of use asset and lease liability by $ 87 thousand. 94 10. Warrant Liabilities Upon consummation of the Business Combination, the Company assumed 30,499,990 Warrants to purchase the Company's Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of ABIC’s IPO of units (the “Public Warrants”) and 10,500,000 of outstanding warrants originally issued in a private placement in connection with the IPO of ABIC (the “Private Placement Warrants”), collectively with the Public Warrants, the “Warrants”). The Warrants expire five years from the completion of the Business Combination. There were 19,865,207 Public Warrants outstanding as of both December 31, 2024 and 2023, and 10,500,000 Private Warrants outstanding as of both December 31, 2024 and 2023. Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $ 11.50 per share. A Warrant holder may exercise its Warrants only for a whole number of shares of Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. No fractional Warrants were issued upon separation of the units and only whole warrants trade. The Company will receive the proceeds from the exercise of any warrants in cash. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Public Warrants Redemption of Warrants when the price per Common Stock share equals or exceeds $ 18.00 : The Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $ 0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sales price of the Company’s Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. Redemption of Warrants when the price per Common Stock share equals or exceeds $ 10.00 : Once the Warrants become exercisable, the Company may redeem the outstanding Warrants: • in whole and not in part; • at $ 0.10 per Warrant upon a minimum 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the agreed table, based on the redemption date and the “fair market value” of Common Stock; • if, and only if, the closing price of the shares of Common Stock equals or exceeds $ 10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within the 30 -trading day period ending three trading days before we send the notice of redemption to the Warrant holders; and • if the closing price of the shares of Common Stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the Warrant holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above. Private Placement Warrants The Private Placement Warrants have terms and provisions that are similar to those of the Public Warrants, including as to the exercise price, exercisability and exercise period. The Private Placement Warrants will not be redeemable by the Company so long as they are (i) held by the initial purchasers of the Private Placement Warrants or its permitted transferees and (ii) the reference value exceeds $ 18.00 per share. The initial Private Placement Warrant purchasers, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis if the reference value is between $ 10.00 and $ 18.00 . If the Private Placement Warrants are held by holders other than AEA-Bridges Impact Sponsor, LLC (the “Sponsor”) or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. During the year ended December 31, 2024, there were no redemptions or exercises of the Public Warrants and no redemptions or exercises of the Private Warrants. During the year ended December 31, 2023, there were no redemptions and 135 thousand exercises of the Public Warrants and no redemptions or exercises of the Private Warrants. 95 The Company recognized income of $ 10,770 thousand and expense of $ 4,020 thousand as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss for years ended December 31, 2024 and 2023, respectively. 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, 2024 and 2023, the Company’s Warrant liability was $ 1,549 thousand and $ 12,319 thousand, respectively. 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): 2024 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 52,000 $ — $ — $ 52,000 Liabilities: Public Warrants $ 1,013 $ — $ — $ 1,013 Private Placement Warrants — 536 — 536 Share-based awards settled in cash 269 — — 269 $ 1,282 $ 536 $ — $ 1,818 2023 Level 1 Level 2 Level 3 Total Assets Money market funds $ 161,000 $ — $ — $ 161,000 Liabilities Public Warrants $ 8,059 $ — $ — $ 8,059 Private Placement Warrants — 4,260 — 4,260 Share-based awards settled in cash 1,268 — — 1,268 $ 9,327 $ 4,260 $ — $ 13,587 There were no significant assets or liabilities on the Company’s consolidated balance sheets measured at fair value on a nonrecurring basis. Recurring Fair Value Measurements Money Market Funds Money market funds include highly liquid investments with an original maturity of three or fewer months and are presented within Cash and cash equivalents in the consolidated balance sheets. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy. 96 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 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 and Harley-Davidson, Inc.’s stock and are remeasured at each balance sheet date and are classified under Level 1 under the fair value hierarchy. Other Fair Value Measurements The fair value of financial instruments classified as Cash and cash equivalents, Accounts receivable, net, and Accounts payable on the consolidated balance sheets approximate carrying value due to the short-term nature and the relative liquidity of the instruments. 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 future warranty claims at the time of sale by the Company using an estimated cost based primarily on historical Company claim information. In the case of both warranty and recall costs, as actual experience becomes available it is used to update the accruals. Additionally, the Company may from time-to-time initiate certain voluntary recall campaigns. The Company records estimated recall costs when the liability is both probable and estimable. This generally occurs when the Company’s management approves and commits to a recall. The warranty and recall liability are included in Accrued liabilities and Other long-term liabilities on the consolidated balance sheets. Changes in the Company’s warranty and recall liability were as follows as of December 31, (in thousands): 2024 2023 Balance, beginning of period $ 1,011 $ 566 Warranties issued during the period 795 878 Settlements made during the period ( 1,035 ) ( 452 ) Recalls and changes to pre-existing warranty liabilities 110 19 Balance, end of period $ 881 $ 1,011 The liability for recall campaigns included in the above table was $ 120 thousand and zero as of December 31, 2024 and 2023, respectively. 13. Employee Benefit Plans Defined Contribution Plans 97 On March 1, 2022, the Company established a LiveWire 401(k) plan for the benefit of the Company's employees. In connection with the establishment of the LiveWire 401(k) plan, H-D made all employer contributions to its 401(k) plan on behalf of the Company's employees, prorated for the portion of the plan year ending March 1, 2022. Upon establishment of the LiveWire 401(k) plan, each of the Company's employees then-participating in H-D's 401(k) plan became fully vested in his or her account balance under H-D's 401(k) plan and their account balances under H-D's 401(k) plan were transferred to the LiveWire 401(k) plan. The Company expensed $ 2,230 thousand, $ 2,752 thousand and $ 2,143 thousand for the years ended December 31, 2024, 2023 and 2022, 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 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, 2024 and 2023. Litigation and Other Claims – The Company from time to time may be subject to lawsuits and other claims related to product, commercial, supplier, employee, environmental and other matters in the normal course of business. 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. In December 2024, the Company received an unfavorable arbitration ruling related to the resolution of a claim from a supplier. As a result of the ruling, the Company will pay $ 1,802 thousand to the supplier which is recorded in Accrued liabilities on the consolidated balance sheet as of December 31, 2024. The Company recorded $ 1,664 thousand of expense in Cost of Sales in the fourth quarter of 2024 related to this ruling. 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 $ 4,519 thousand, $ 9,378 thousand, and $ 579 thousand for the years ended December 31, 2024, 2023, and 2022, respectively. 98 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 $ 5,588 thousand, $ 7,305 thousand and $ 416 thousand for the years ended December 31, 2024, 2023, and 2022, respectively, in share-based compensation expense 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 a reduction in expense of $ 1,069 thousand for the year ended December 31, 2024 and recognized $ 2,073 thousand, and $ 163 thousand of share-based compensation expense for the years ended December 31, 2023 and 2022, respectively, for the Performance RSUs. The reduction in expense in 2024 is a result of the impact of forfeitures in 2024 of $ 2,150 thousand related to employees who terminated during 2024. There were no Performance RSUs granted in the years ended December 31, 2024 and 2023. 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 % 99 The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, expect for per share amounts): Time-Based RSUs Performance RSUs Total RSUs Weighted-Average Grant Date Fair Value Per Share Nonvested, beginning of period 1,992 625 2,617 $ 7.56 Granted 912 — 912 $ 8.59 Vested ( 687 ) — ( 687 ) $ 7.64 Forfeited ( 1,012 ) ( 453 ) ( 1,465 ) $ 8.08 Nonvested, end of period 1,205 172 1,377 $ 8.39 The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, expect for per share amounts): Time-Based RSUs Performance RSUs Total RSUs Weighted-Average Grant Date Fair Value Per Share Nonvested, beginning of period 1,870 625 2,495 $ 7.34 Granted 1,080 — 1,080 $ 8.17 Vested ( 697 ) — ( 697 ) $ 6.91 Forfeited ( 261 ) — ( 261 ) $ 6.98 Nonvested, end of period 1,992 625 2,617 $ 7.56 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 Grant Date 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, 2024, there was $ 7,635 thousand of unrecognized compensation cost related to RSUs settled in stock that is expected to be recognized over a weighted-average period of 1.5 years. Restricted Stock Units - Settled in Cash – The current portion of Time-Based RSUs and Performance RSUs settled in cash are recorded in Accrued liabilities and the long-term portion is recorded in Other long-term liabilities in the consolidated balance sheets 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, 2024 was as follows (in thousands, except for per share amounts): Time-Based RSUs Performance RSUs Total RSUs Weighted-Average Grant Date Fair Value Per Share Nonvested, beginning of period 71 24 95 $ 7.01 Granted 18 — 18 $ 8.91 Vested ( 18 ) — ( 18 ) $ 7.10 Forfeited ( 52 ) ( 24 ) ( 76 ) $ 7.29 Nonvested, end of period 19 — 19 $ 7.61 100 The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, except for per share amounts): Time-Based RSUs Performance RSUs Total RSUs Weighted-Average Grant Date Fair Value Per Share Nonvested, beginning of period 64 24 88 $ 7.52 Granted 28 — 28 $ 7.31 Vested ( 21 ) — ( 21 ) $ 6.88 Forfeited — — — $ — Nonvested, end of period 71 24 95 $ 7.01 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 Grant Date 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 During the year ended December 31, 2024, there were cash payments of $ 149 thousand related to these awards. As of December 31, 2024, there was $ 80 thousand of unrecognized compensation cost related to RSUs settled in cash that is expected to be recognized over a weighted-average period of 1.3 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. 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 Historical H-D Share-Based Awards for the years ended December 31, 2024, 2023 and 2022 was $ 386 thousand, $ 1,119 thousand and $ 1,694 thousand, respectively. 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, 2024 and 2023, the accrued liability for the cash awards was $ 271 thousand and $ 1,017 thousand, respectively. 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. 101 The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, except for per share amounts): Shares & Units Weighted-Average Fair Value Per Share Nonvested, beginning of period 28 $ 37 Awards transferred to cash payment 19 $ 41 Granted — $ — Vested ( 29 ) $ 40 Forfeited ( 6 ) $ 43 Nonvested, end of period 12 $ 42 During the year ended December 31, 2024, there were $ 1,086 thousand of cash payments related to these awards. As of December 31, 2024, there was $ 83 thousand of unrecognized compensation cost related to liability-classified awards that is expected to be recognized over a weighted-average period of 0.4 years. The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, except for per share amounts): Shares & Units Weighted-Average Fair Value Per Share Nonvested, beginning of period 73 $ 38 Granted — $ — Vested ( 40 ) $ 38 Forfeited ( 5 ) $ 36 Nonvested, end of period 28 $ 37 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 The total income tax benefit associated with share-based compensation recorded in the Company's consolidated statements of operations and comprehensive loss was $ 1,062 thousand, $ 2,201 thousand, and $ 670 thousand before valuation allowance impact for the years ended December 31, 2024, 2023, and 2022, respectively. Treasury Stock The Company retained $ 1,444 thousand, or 184 thousand shares of common stock, and $ 1,969 thousand, or 180 thousand shares of common stock, to satisfy withholding taxes in connection with the vesting of restricted stock units during the years ended December 31, 2024 and 2023, respectively. These retained shares were recorded at cost as Treasury Stock. There were no shares of common stock retained by the Company to satisfy withholding taxes in connection with the vesting of restricted stock units for the year ended December 31, 2022. 102 16. Related Party Transactions In connection with the Business Combination, the Company entered into a number of agreements with H-D to govern the Separation and provide a framework for the relationship between the parties going forward pursuant to which the Company and/or H-D have continuing obligations to each other . All transactions with H-D subsequent to the Business Combination are considered related party transactions. Agreements that the Company entered into in connection with the Separation include: Transition Services Agreement On September 26, 2022, we entered into a Transition Services Agreement with H-D (the “Transition Services Agreement”) pursuant to which H-D provided to us various services and support on a transitional basis to allow LiveWire to develop the capability to support ourselves or to engage a third-party provider to provide those services and support. The charges for the services were on a cost-plus basis (with a mark-up to reflect the management and administrative cost of providing the services). The services generally commenced on the date of the Separation and were intended to terminate between six and twelve months of the date of the Separation, with the option to extend or convert the services to longer term under the Master Service Agreement. All services under the Transition Services Agreement have either terminated or have been included in the Master Services Agreement executed on December 23, 2024 and effective on January 1, 2025 discussed below. Master Services Agreement On September 26, 2022, we entered into a master services agreement with H-D pursuant to which H-D provided us with certain services that we did not yet have the capability to perform for ourselves, including services related to testing and development, product regulatory support, color materials, finishes, paint and graphics, technical publication, application support and maintenance, service desk support, warehousing support, safety investigation, and marketing vehicle and fleet center, as we may request from time to time. On December 23, 2024, we entered into a new Master Services Agreement (the “Master Services Agreement”) with H-D. The Master Services Agreement became effective on January 1, 2025, and terminated the master services agreement, dated September 22, 2022, between LiveWire and H-D. Pursuant to the Master Services Agreement, H-D will continue to provide LiveWire with certain services that LiveWire determined would be better outsourced at this time, including services that support testing and development, product regulatory support, color materials, finishes, paint and graphics, technical publication, application support and maintenance, service desk support, warehousing support, and other corporate support services. The new Master Services Agreement incorporates a subset of support services previously provided under the now expired Transition Services Agreement including services where LiveWire utilizes H-D’s subject matter experts for targeted guidance or allow LiveWire to leverage H-D’s systems or equipment for cost savings purposes. The Master Services Agreement contemplates that each of the services shall be provided to LiveWire as detailed under the terms of the Master Services Agreement and the exhibit thereto or as set forth in a separate, mutually agreed upon letter agreement. The Master Services Agreement also provides that any service or project not contemplated by the Master Services Agreement will be set forth in a separate, mutually agreed upon side letter or letter agreement, and any fee for such service or project will be separate than the fee provided for in the Master Services Agreement. The Master Services Agreement has an initial term of seven years and will be renewable upon mutual agreement. The Master Services Agreement or any related letter agreement for additional services may be terminated by either party upon the other party’s material, uncured breach. H-D may also terminate the agreement upon LiveWire’s change of control or, at the end of a calendar year upon 180 days written notice, in the event that LiveWire failed to engage H-D to manufacture at least forty percent of LiveWire’s production during that calendar year. The charges for the services will be a flat monthly fee representing cost plus a markup. A joint steering committee composed of senior executives and/or designees of each party will meet annually to formulate a forecast and plan for LiveWire’s anticipated service needs, as well as adjust the monthly fee as appropriate, and will oversee the progress of the services and address any disputes. 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. On February 14, 2024, the Contract Manufacturing Agreement was amended to extend the period of which H-D is the exclusive manufacturer from five years as described above to six years . 103 Beginning for calendar year 2026, LiveWire will be subject to a minimum annual volume commitment for each product and pay a deficit fee for failure to meet the minimum under the Contract Manufacturing Agreement. The products that H-D manufactures for us are priced on a cost-plus basis, with a mark-up 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. 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. 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, but they may be used to offset any future liabilities that may be owed by LiveWire to H-D under the Tax Matters Agreement. 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. 104 Related Party Sales and Purchases in the Ordinary Course of Business Transactions Associated with Service Agreements with H-D Cost of goods sold - For the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022 there are $ 19,533 thousand, $ 23,433 thousand, and $ 1,685 thousand respectively, of Cost of goods sold with H-D on the consolidated statements of operations and comprehensive loss. Of the Costs of goods sold with H-D, $ 19,611 thousand, $ 17,053 thousand, and $ 1,585 thousand are related to purchases, primarily motorcycles, under the terms of the Contract Manufacturing Agreement for the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022, respectively. These purchases of electric motorcycles from H-D are sold to the Company’s customers resulting in Cost of goods sold. Also included in the total Cost of goods sold with H-D for the years ended December 31, 2024 and 2023 is a reduction in expense of $ 153 thousand and a provision of $ 6,309 thousand, respectively, related to a liability for excess inventory components held by H-D that the Company expects to be obligated to reimburse H-D under the terms of the Contract Manufacturing Agreement. Selling, administrative and engineering - During the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022 there were $ 10,164 thousand, $ 14,993 thousand, and $ 3,485 thousand respectively, in expenses associated with services rendered in conjunction with the various service agreements with H-D, which are presented within Selling, administrative and engineering on the consolidated statements of operations and comprehensive loss. Accounts payable to related party - As of December 31, 2024 and 2023, there is $ 9,762 thousand and $ 20,371 thousand, respectively, due to H-D and presented as Accounts payable to related party on the consolidated balance sheets. Of the amount outstanding to H-D, as of December 31, 2024 and 2023, $ 2,914 thousand and $ 10,020 thousand, respectively, is associated with inventory purchased under the Contract Manufacturing Agreement, $ 692 thousand and $ 4,042 thousand, respectively, is associated with services under the various service agreements with H-D, and $ 6,156 thousand and $ 6,309 thousand, respectively, is associated with the obligation to reimburse H-D for excess inventory components held by H-D that the Company expects to be obligated to reimburse H-D under the terms of the Contract Manufacturing Agreement. This amount represents the Company’s best estimate of the liability as of each of the balance sheet dates and is subject to adjustment based on final negotiations with H-D regarding amounts owed under the terms of the Contract Manufacturing Agreement. 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 Note 4 Business Combination. 105 Convertible Delayed Draw Term Loan Agreement On February 14, 2024, the Company entered into a Convertible Delayed Draw Term Loan Agreement (the “Convertible Term Loan”) with H-D providing for term loans from H-D to the Company in one or more advances up to an aggregate principal amount of $ 100 million. The outstanding principal under the Convertible Term Loan bears interest at a floating rate per annum, as calculated by H-D as of the date of each advance and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (i.e., the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6 -month interest period, plus (ii) 4.00 %. The Company may elect to pay up to 100% of the amount of any interest due by increasing the outstanding principal amount of the applicable advance. The Convertible Term Loan does not include affirmative covenants impacting the operations of the Company. The Convertible Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. The Convertible Term Loan has a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. In the event that the Convertible Term Loan cannot be settled in cash by the Company at maturity, unless otherwise agreed between the Company and H-D, the Convertible Term Loan will be converted to equity of Company at a conversion price per share of common stock of the Company equal to 90 % of the volume weighted average price per share of Common Stock for the 30 trading days immediately preceding the conversion date. As of December 31, 2024 , there were no amounts outstanding under the Convertible Term Loan and the Company remained in compliance with all of the existing covenants. Other Transactions S ales of electric motorcycles and related products to independent dealers in the U.S. and Canada are primarily financed through Harley Davidson Financial Services (“HDFS”), a wholly owned subsidiary of H-D; therefore, the Company’s accounts receivable related to these sales are recorded in Accounts receivable from related party on the consolidated balance sheets . Amounts financed through HDFS, not yet remitted to the Company by HDFS are generally settled within 30 days. As of December 31, 2024 and 2023, there is $ 356 thousand and $ 3,351 thousand, respectively, due from HDFS and other related receivables due from H-D, which is presented within Accounts receivable from related party on the consolidated balance sheets. During the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022, the Company recorded $ 96 thousand, $ 113 thousand, and $ 141 thousand, respectively, in related party sales between the Company and H-D with $ 74 thousand, $ 71 thousand, and $ 100 thousand, respectively, in Cost of goods sold. All sales were for the STACYC segment which sells electric balance bikes to H-D. As of December 31, 2024 and 2023, there was $ 43 thousand and $ 51 thousand, respectively, due from H-D, which is presented within Accounts receivable from related party on the consolidated balance sheets. On September 26, 2022, the Company entered into a lease agreement with H-D to sublease a Product Development Center. The Company provided notice to H-D to terminate this lease effective February 28, 2025. On August 28, 2023, the Company amended a lease agreement with H-D for office space to extend the term of the lease to a 12 -month period, which expired on September 26, 2024 and is now renewed on a month-to-month basis. On September 4, 2024, the Company entered into a lease agreement with H-D to sublease office space in California, which expires on October 31, 2027. These are classified as operating leases. As of December 31, 2024, the right of use assets included within Lease assets, short-term lease liabilities included within Current portion of lease liabilities, and long-term lease liabilities included within Long-term portion of lease liabilities in the consolidated balance sheets were $ 82 thousand, $ 43 thousand, and $ 40 thousand, respectively. As of December 31, 2023, the right of use asset included within Lease assets, short-term lease liability included within Current portion of lease liabilities, and long-term lease liability included within Long-term portion of lease liabilities in the consolidated balance sheets were $ 274 thousand, $ 162 thousand, and $ 112 thousand, respectively. In addition, the Company incurred $ 177 thousand, $ 176 thousand, and $ 45 thousand respectively, in rent expense during the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022, which is included within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss. In conjunction with the relocation of LiveWire Labs from California, announced in 2024, the Company moved its equipment from LiveWire Labs to an H-D location in Milwaukee, Wisconsin in September 2024. During the fourth quarter of 2024, the Company began occupying a portion of the space in the H-D location, including operating certain of its equipment, and using a portion for office space. As of December 31, 2024, the Company and H-D were finalizing the terms of a lease for space in this as building. The Company and H-D finalized negotiations and executed a lease agreement related to this space on January 30, 2025. The Company will record an ROU asset and ROU liability of approximately $ 500 thousand in the first quarter of 2025, which has been reduced for a $ 500 thousand lease incentive to be provided from H-D for tenant improvements. The initial term of the 106 agreement is 60 months with a renewal option for another 60 months. As of the current date, the Company does not believe it is reasonably certain of exercising the renewal option and, therefore, the lease term is 60 months. Prior to the Separation, the Company did not operate as a standalone business and the consolidated financial statements were derived from the consolidated financial statements and accounting records of H-D. Allocation of Expenses and Related Party Activity Prior to the Separation Prior to the Business Combination, certain costs were allocated to the Company and are reflected as expenses in the consolidated statements of operations and comprehensive loss. The Company considers the allocation methodologies used to be reasonable, such that the allocations appropriately reflected H-D’s historical expenses attributable to the Company for purposes of the consolidated financial statements. However, the expenses reflected in the consolidated financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had historically operated as a standalone independent entity. Manufacturing cost of goods sold 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 for the period prior to the Business Combination in the year ended December 31, 2022 were specifically identified or allocated, mainly based on standard cost of production. Operating expense allocation H-D provided technology support, marketing, engineering, shared assets, finance, and other corporate and administrative services such as treasury, human resources, and legal, to the Company. These expenses of $ 2,702 thousand, in the year ended December 31, 2022 subsequent to Business Combination in the year ended December 31, 2022, have been allocated to the Company and are included in Selling, administrative and engineering expense in the consolidated statements of operations and comprehensive loss, where direct assignment of costs incurred by H-D was not possible or practical. These costs were allocated using related drivers associated with the nature of the business, such as gross revenue and wholesale motorcycle shipments. As a result, the allocations of these costs fluctuated based on changes in these drivers. Other cost allocation metrics, such as headcount and square footage, were not deemed appropriate given the Company’s reliance on facilities and personnel that are shared with H-D. Cash management and financing Prior to the Business Combination, the Company’s treasury function maintained by H-D utilized a centralized approach to cash management and the financing of its operations. Under this centralized cash management approach, H-D provided funds to the Company. Cash transfers from H-D related to services and funding for operations provided by H-D were $ 59,051 thousand for the nine months ended September 25, 2022. Net contributions from H-D are included within Net Parent company investment in the consolidated statements of shareholders' equity. For the 9 months ended Net contribution from H-D reconciliation to transfers from H-D September 25, 2022 Net contribution from H-D $ 79,922 Settlement of notes payable to related party and accrued interest ( 21,610 ) Transfer of assets to H-D 568 Stock compensation expense 171 Transfers from H-D per cash flow statement $ 59,051 During the year 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. 107 17. Reportable Segments and Geographic Information The Company’s reportable segments and significant segment expenses are determined based on how the Company’s Chief Operating Decision Maker (CODM) assesses performance and decides how to allocate resources for the Company. The Company’s Chief Executive Officer is the Company’s CODM. Operating loss is the measure of profit and loss used by the CODM to assess performance and to decide how to allocate resources for each of the Company’s reportable segments. Operating loss is used to monitor actual results versus planned and prior period results for each segment based on their respective profitability objectives and business models. Operating loss is also used to allocate human and capital resources among the reportable segments. Additionally, operating loss is a key metric used to establish and pay variable compensation to employees at all levels. The Company operates in two segments: Electric Motorcycles and STACYC. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations. The Electric Motorcycles segment consists of the business activities related to the design and sales of electric motorcycles. The Electric Motorcycles segment also sells electric motorcycle parts, accessories, and apparel. The Company’s products are sold at wholesale to a network of independent dealers and at retail through a Company-owned dealership and through online sales. Prior to November 5, 2024, the Company’s products were sold at retail through select international partners primarily in Europe. The STACYC segment consists of the business activities related to the design and sales of the STACYC brand of electric balance bikes for kids. The STACYC segment also sells electric balance bike parts, accessories and apparel. STACYC products are sold in the U.S., Canada, Australia and Europe. The STACYC segment products are sold through independent retail partners in the U.S. and Canada, including powersports dealers, H-D dealers, bicycle retailers and direct to customers online. In Australia and Europe, STACYC sells its products through independent distributors and direct to customers online in Europe. 108 Selected segment information is set forth below for the years ended December 31, (in thousands): 2024 2023 2022 Electric Motorcycles Electric motorcycles, parts and accessories and apparel revenue, net $ 8,381 $ 11,548 $ 13,999 Cost of goods sold 27,018 27,297 23,268 Selling, administrative and engineering expense: People Costs (1) 45,507 49,672 34,938 Other segment items (2) 41,356 51,190 44,898 Total selling, administrative and engineering expense 86,863 100,862 79,836 Operating loss $ ( 105,500 ) $ ( 116,611 ) $ ( 89,105 ) STACYC Electric balance bikes, parts and accessories and apparel revenue, net 18,252 26,475 32,834 Cost of goods sold 12,398 16,498 20,661 Selling, administrative and engineering expense: People Costs (1) 3,877 3,489 2,473 Marketing (3) 2,894 3,032 2,431 Other segment items (4) 3,939 2,834 3,119 Total selling, administrative and engineering expense 10,710 9,355 8,023 Operating (loss) income $ ( 4,856 ) $ 622 $ 4,150 Consolidated operating loss ( 110,356 ) ( 115,989 ) ( 84,955 ) Other income, net — — 235 Interest expense related party — — ( 475 ) Interest income 5,704 10,537 1,191 Change in fair value of warrant liabilities 10,770 ( 4,020 ) 5,033 Loss before income taxes $ ( 93,882 ) $ ( 109,472 ) $ ( 78,971 ) (1) People expenses include salary and related fringe costs, including payroll tax and health and welfare costs, as well as short-term incentive compensation and long-term incentive compensation in the form of share-based awards. (2) Other segment items for Electric Motorcycles include depreciation and amortization, marketing, rent and facilities costs, warranty, supplies and materials, costs paid for services performed by H-D under the TSA and MSA agreements, travel costs, other professional services and miscellaneous expenses. These costs are all included in Selling, administrative and engineering expense. (3) Marketing expenses include costs related to digital and print media, social media, website maintenance, consumer experiences, product placement, sponsorships and market research. (4) Other segment items for STACYC include depreciation and amortization, rent and facilities costs, warranty, supplies and materials, travel costs, other professional services and miscellaneous expenses. These costs are all included in Selling, administrative and engineering expense. These costs are all included in Selling, administrative and engineering expense. 109 Additional segment information is set forth below as of December 31, (in thousands): Electric Motorcycles STACYC Consolidated 2024: Assets $ 120,530 $ 27,430 $ 147,960 Goodwill $ 7,668 $ 659 $ 8,327 Depreciation and amortization $ 9,690 $ 351 $ 10,041 Non-cash stock compensation expense $ 4,159 $ 467 $ 4,626 Capital expenditures $ 7,972 $ 96 $ 8,068 2023: Assets $ 232,981 $ 33,166 $ 266,147 Goodwill $ 7,668 $ 659 $ 8,327 Depreciation and amortization $ 5,312 $ 520 $ 5,832 Non-cash stock compensation expense $ 8,506 $ 420 $ 8,926 Capital expenditures $ 13,453 $ 9 $ 13,462 2022: Assets $ 323,108 $ 28,697 $ 351,805 Goodwill $ 7,668 $ 659 $ 8,327 Depreciation and amortization $ 3,882 $ 519 $ 4,401 Non-cash stock compensation expense $ 367 $ 27 $ 394 Capital expenditures $ 14,081 $ — $ 14,081 Customer Information - For the year ended December 31, 2024, no single customer or customer group represented 10% or greater of net accounts receivable. For the years ended December 31, 2023 and 2022, LiveWire generated more than 10% of its consolidated sales from the KTM customer group. T hese sales amounted to 31 %, and 33 % for the years ended 2023 and 2022, 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): 2024 2023 2022 Revenue, net (1) : United States $ 21,413 $ 30,457 $ 36,256 Austria 1,055 4,585 4,975 Other countries 4,165 2,981 5,602 $ 26,633 $ 38,023 $ 46,833 Long-lived assets (2) : United States $ 34,012 $ 37,682 $ 31,567 International — — — $ 34,012 $ 37,682 $ 31,567 (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. 110 18. Restructuring On April 24, 2024, the Company announced a plan (“April 2024 Plan”) to both relocate the operations of LiveWire Labs, the Company’s west coast product development facility, from Mountain View, California, to Milwaukee, Wisconsin, and streamline headcount at the Company. The Company believes this plan will enable synergies and optimize efficiencies in product development and simplify the Company’s overall path to future profitability. In conjunction with this plan, the Company recorded $ 3,043 thousand of employee termination benefits, primarily severance, during the year ended December 31, 2024 within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss in the Electric Motorcycle segment. Of this amount, $ 1,797 thousand related to one-time employee termination benefits recorded pursuant to ASC 420, Exit or Disposal Cost Obligations (“ASC 420”) and the remainder was related to existing contractual arrangements with employees recorded pursuant to ASC 712, Compensation – Nonretirement Postemployment Benefits (“ASC 712”). Additionally, the Company incurred $ 709 thousand of expenses for the year ended December 31, 2024 related to employee relocation and equipment move costs in conjunction with these actions, which was recorded within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss in the Electric Motorcycles segment. As of December 31, 2024, there is $ 304 thousand remaining to be paid related to this reorganization. This amount will be paid in 2025 and there are no other amounts expected to be incurred under this plan. In September 2024, continuing its focus on the Company’s path to profitability and furthering its strategy, the Company executed a reorganization of its Sales and Marketing function and Product Development and Design function (“September 2024 reorganization”), including consolidating each of these functions under singular leadership and other headcount reductions. In conjunction with this reorganization, the Company recorded $ 1,271 thousand of employee termination benefits, primarily severance, for the year ended December 31, 2024. This amount was recorded within the Electric Motorcycles segment and presented within Selling, administrative and engineering on the consolidated statements of operations and comprehensive loss. Of this amount, $ 776 thousand related to one-time employee termination benefits recorded pursuant to ASC 420, and the remainder was related to existing contractual arrangements with employees recorded pursuant to ASC 712. As of December 31, 2024, there is $ 371 thousand remaining to be paid related to this reorganization. This amount will be paid in 2025 and there are no other amounts expected to be incurred under this reorganization. The Company recognized a reduction in stock compensation expense of $ 3,753 thousand in the year ended December 31, 2024 resulting from forfeitures of awards related to employees who terminated during 2024 resulting from the above actions. The Company also recorded $ 863 thousand of accelerated depreciation related to LiveWire Labs leasehold improvements resulting from the move from Mountain View, California to Milwaukee, Wisconsin in the year ended December 31, 2024. These amounts were recorded within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss in the Electric Motorcycles segment. The following table displays a roll-forward of the restructuring liability recorded within the Company’s consolidated balance sheets and the related cash flow activity (in thousands): Employee Termination Benefits Other Total Balance at December 31, 2023 $ — $ — $ — Reserve Established: April 2024 Plan 3,043 709 3,752 September 2024 reorganization 1,271 — 1,271 Total Reserve Established 4,314 709 5,023 Payments: April 2024 Plan ( 2,751 ) ( 697 ) ( 3,448 ) September 2024 reorganization ( 900 ) — ( 900 ) Total Payments ( 3,651 ) ( 697 ) ( 4,348 ) Balance at December 31, 2024 $ 663 $ 12 $ 675 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. 111