8-K
LiveWire Group, Inc. (LVWR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2023
LiveWire Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41511 | 87-4730333 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> File Number) | (IRS Employer<br>Identification No.) |
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208
(Address of principal executive offices, including zip code)
(650) 447-8424
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | LVWR | New York Stock Exchange |
| Warrants to purchase common stock | LVWR WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On April 27, 2023, LiveWire Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s first quarter results for the financial period ended March 31, 2023. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The following exhibit is being furnished herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of LiveWire Group, Inc. dated April 27, 2023 |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LiveWire Group, Inc. | |
|---|---|
| Date: April 27, 2023 | /s/ Tralisa Maraj |
| Tralisa Maraj | |
| Chief Financial Officer |
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Document
FOR IMMEDIATE RELEASE
LIVEWIRE GROUP, INC. REPORTS FIRST QUARTER FINANCIAL RESULTS
MILWAUKEE, WI (April 27, 2023) – LiveWire Group, Inc. (“LiveWire”) (NYSE: LVWR) today reported first quarter results.
“LiveWire continues to invest in advancing our core technologies and expanding our product portfolio. The Del Mar is rapidly moving towards production with the first deliveries in the U.S. targeted for Q3 2023. We’re excited to bring the brand to Europe with two outstanding products, first the LiveWire ONE® and then the Del Mar™,” said Ryan Morrissey, President, LiveWire.
First Quarter 2023 Business Highlights
•Sold 63 LiveWire ONE electric motorcycles compared to 72 LiveWire ONE electric motorcycles in the prior year.
•Continued development of the Del Mar platform during the quarter to ready Del Mar for production ramp-up with first deliveries targeted for Q3 2023.
•On track to expand European distribution with retail partners in 4 priority markets with sales of LiveWire ONE expected to begin mid-May followed by Del Mar introduction.
LiveWire Group, Inc. – Unit Results
| in millions, except units | 1st quarter | |||||
|---|---|---|---|---|---|---|
| 2022 | Change | |||||
| LiveWire ONE (units) | 63 | 72 | (13 | %) | ||
| Harley-Davidson LiveWire (units) | — | 25 | NM | |||
| Electric Motorcycle Shipments (units) | 63 | 97 | (35 | %) |
All values are in US Dollars.
NM - not meaningful
First Quarter 2023 Results
LiveWire Group, Inc. – Consolidated Results
| in millions, except units | 1st quarter | |||
|---|---|---|---|---|
| Consolidated Revenue | 7.8 | 10.4 | (25 | %) |
| Electric Motorcycles | 1.5 | 2.3 | (36 | %) |
| STACYC | 6.3 | 8.1 | (22 | %) |
| Consolidated Operating Income (Loss) | (24.9) | (15.7) | 59 | % |
| Electric Motorcycles | (24.8) | (16.7) | 48 | % |
| STACYC | (0.1) | 1.0 | NM | |
| Net Loss | (21.1) | (16.0) | 32 | % |
All values are in US Dollars.
NM – not meaningful
LiveWire Group, Inc. is comprised of two business segments:
•Electric Motorcycles – a business segment focused on the sale of electric motorcycles and related products
•STACYC – a business segment focused on the sale of electric balance bikes for kids and related products
Electric Motorcycles
LiveWire ONE units sold in the first quarter were 63 units, versus 72 units in the prior year, or down 13%. Electric Motorcycles revenue was down 36% in the first quarter, due to lower unit sales of LiveWire ONE units and the inclusion of Harley-Davidson LiveWire units in Q1 2022 prior to the accounting carve-out. In line with expectations, increased operating losses versus the first quarter of 2022 were the result of the planned increase in product development investments to advance the electric vehicle systems and deliver the Del Mar. Operating losses also incorporate the added planned costs of standing up a new organization, including growing headcount.
STACYC
STACYC revenue was down 22% in the first quarter, due to our channel partners for electric balance bikes taking a more conservative approach to inventory in response to the macro environment as compared to the first quarter of 2022. STACYC operating loss for the first quarter was negative $0.1 million versus operating income of $1.0 million a year ago, driven by lower volumes.
2023 Financial Outlook
For the full year 2023, the Company reaffirms its initial guidance and continues to expect:
•Electric Motorcycle unit sales of 750 to 2,000
•LiveWire Group Operating Loss of $115 to $125 million
Liquidity
To support future ongoing operations, the Company has the following available liquidity:
•Cash and cash equivalents as of the end of Q1 2023 of $236 million
•A non-binding $200 million term sheet with majority shareholder
Webcast
The public is invited to attend an audio webcast from 8-9 a.m. CT. LiveWire President, Ryan Morrissey, will be joining the Harley-Davidson, Inc. audio webcast to discuss our results, developments in the business, and updates to the Company’s outlook. The webcast login can be accessed at https://investor.livewire.com/news-events-1/events/default.aspx. The audio replay will be available by approximately 10:00 a.m. CT.
About LiveWire
LiveWire has a dedicated focus on the electric motorcycle sector. LiveWire’s majority shareholder is Harley-Davidson, Inc. LiveWire comes from the lineage of Harley-Davidson and is capitalizing on a decade of its learnings in the EV sector. With a dedicated focus on EV, LiveWire plans to develop the technology of the future and to invest in the capabilities needed to lead the transformation of motorcycling. www.livewire.com
Cautionary Note Regarding Forward-Looking Statements
The Company intends that certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described in prior public filings titled “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following: our history of losses and expectation to incur significant expenses and continuing losses for the foreseeable future; our limited operating history, the rollout of our business and the timing of expected business milestones, including our ability to develop and manufacture electric vehicles of sufficient quality and appeal to customers on schedule and on a large scale; our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; our ability to attract and retain a large number of customers; our future capital requirements and sources and uses of cash; our ability to obtain funding for our operations and manage costs; challenges we face as a pioneer into the highly-competitive and rapidly evolving electric vehicle industry; our operational and financial risks if we fail to effectively and appropriately separate the LiveWire business from the H-D business; H-D making decisions for its overall benefit that could negatively impact our overall business; our relationship with H-D and its impact on our other business relationships; our ability to leverage contract manufacturers, including H-D and Kwang Yang Motor Co., Ltd., a Taiwanese company (“KYMCO”), to contract manufacture our electric vehicles; retail partners being unwilling to participate in our go-to-market business model or their inability to establish or maintain relationships with customers for our electric vehicles; potential delays in the design, manufacture, financing, regulatory approval, launch and delivery of our electric vehicles; building out our supply chain, including our dependency on our existing suppliers and our ability to source suppliers, in each case many of which are single-sourced or limited-source suppliers, for our critical components such as batteries and semiconductor chips; our ability to rely on third-party and public charging networks; our ability to attract and retain key personnel; our business, expansion plans and opportunities, including our ability to scale our operations and manage our future growth effectively; the effects on our future business of competition, the pace and depth of electric vehicle adoption generally and our ability to achieve planned competitive advantages with respect to our electric vehicles and products, including with respect to reliability, safety and efficiency; our business and H-D’s business overlapping and being perceived as competitors; our inability to maintain a strong relationship with H-D or to resolve favorably any disputes that may arise between us and H-D; our dependency on H-D for a number of services, including services relating to quality and safety testing. If those service arrangements terminate, it may require significant investment for us to build our own safety and testing facilities, or we may be required to obtain such services from another third-party at increased costs; any decision by us to electrify H-D products, or the products of any other company; our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; potential harm caused by misappropriation of our data and compromises in cybersecurity; changes in laws, regulatory requirements, governmental incentives and fuel and energy prices; the impact of health epidemics, including the COVID-19 pandemic, on our business, the other risks we face and the actions we may take in response thereto; litigation, regulatory proceedings, complaints, product liability claims and/or adverse publicity; and the possibility that we may be adversely affected by other economic, business and/or competitive factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. Some of these risks and uncertainties may in the future be amplified by new risk factors and uncertainties that may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this press release will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise. You
should read this earnings release completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Media Contact: Jenni Coats (414) 343-7902
Financial Contact: Shawn Collins (414) 343-8002
LiveWire Group, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three months ended | ||||
|---|---|---|---|---|
| March 31,<br>2023 | March 27,<br>2022 | |||
| Revenue, net | $ | 7,762 | $ | 10,401 |
| Costs and expenses: | ||||
| Cost of goods sold | 6,498 | 10,348 | ||
| Selling, administrative and engineering expense | 26,171 | 15,752 | ||
| Total costs and expenses | 32,669 | 26,100 | ||
| Operating loss | (24,907) | (15,699) | ||
| Other income, net | — | 69 | ||
| Interest expense related party | — | (277) | ||
| Interest income (expense) | 2,692 | (4) | ||
| Change in fair value of warrant liabilities | 1,068 | — | ||
| Loss before income taxes | (21,147) | (15,911) | ||
| Income tax provision | — | 68 | ||
| Net loss | $ | (21,147) | $ | (15,979) |
| Net loss per share, basic and diluted | $ | (0.10) | $ | (0.10) |
| Weighted-average shares, basic and diluted | 202,404 | 161,000 |
LiveWire Group, Inc.
Consolidated Balance Sheets
(In thousands)
| (Unaudited) | ||||
|---|---|---|---|---|
| March 31,<br>2023 | December 31,<br>2022 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 236,042 | $ | 265,240 |
| Accounts receivable, net | 930 | 2,325 | ||
| Accounts receivable from related party | 841 | 525 | ||
| Inventories, net | 31,102 | 29,215 | ||
| Other current assets | 3,895 | 4,625 | ||
| Total current assets | 272,810 | 301,930 | ||
| Property, plant and equipment, net | 33,220 | 31,567 | ||
| Goodwill | 8,327 | 8,327 | ||
| Lease assets | 2,878 | 3,128 | ||
| Intangible assets, net | 1,694 | 1,809 | ||
| Other long-term assets | 6,829 | 5,044 | ||
| Total assets | $ | 325,758 | $ | 351,805 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 4,759 | $ | 7,055 |
| Accounts payable to related party | 7,625 | 5,733 | ||
| Accrued liabilities | 15,302 | 20,343 | ||
| Current portion of lease liabilities | 1,392 | 1,312 | ||
| Total current liabilities | 29,078 | 34,443 | ||
| Long-term portion of lease liabilities | 1,580 | 1,913 | ||
| Deferred tax liabilities | 15 | 15 | ||
| Warrant liabilities | 7,320 | 8,388 | ||
| Other long-term liabilities | 288 | 246 | ||
| Total liabilities | 38,281 | 45,005 | ||
| Shareholders' equity: | ||||
| Preferred Stock | — | — | ||
| Common Stock | 20 | 20 | ||
| Additional paid-in-capital | 331,042 | 329,218 | ||
| Accumulated deficit | (43,585) | (22,438) | ||
| Total shareholders' equity | 287,477 | 306,800 | ||
| Total liabilities and shareholders' equity | $ | 325,758 | $ | 351,805 |
LiveWire Group, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three months ended | ||||
|---|---|---|---|---|
| March 31,<br>2023 | March 27,<br>2022 | |||
| Cash flows from operating activities: | ||||
| Net loss | $ | (21,147) | $ | (15,979) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Depreciation and amortization | 667 | 1,456 | ||
| Change in fair value of warrant liabilities | (1,068) | — | ||
| Stock compensation expense | 1,824 | (171) | ||
| Provision (benefit) for doubtful accounts | 39 | (1) | ||
| Deferred income taxes | — | (17) | ||
| Inventory write-downs | 673 | 299 | ||
| Cloud computing arrangements development costs | (967) | — | ||
| Other, net | (779) | 365 | ||
| Changes in current assets and liabilities: | ||||
| Accounts receivable, net | 1,356 | (1,748) | ||
| Accounts receivable from related party | (317) | (286) | ||
| Inventories | (2,560) | (1,845) | ||
| Other current assets | 731 | 557 | ||
| Accounts payable and accrued liabilities | (4,894) | (1,658) | ||
| Accounts payable to related party | 1,892 | — | ||
| Net cash used by operating activities | (24,550) | (19,028) | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (4,648) | (2,492) | ||
| Net cash used by investing activities | (4,648) | (2,492) | ||
| Cash flows from financing activities: | ||||
| Borrowings on notes payable to related party | — | 12,000 | ||
| Transfers from H-D | — | 18,723 | ||
| Net cash provided by financing activities | — | 30,723 | ||
| Net (decrease) increase in cash and cash equivalents | $ | (29,198) | $ | 9,203 |
| Cash and cash equivalents: | ||||
| Cash and cash equivalents—beginning of period | $ | 265,240 | $ | 2,668 |
| Net (decrease) increase in cash and cash equivalents | (29,198) | 9,203 | ||
| Cash and cash equivalents—end of period | $ | 236,042 | $ | 11,871 |
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