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): July 25, 2024
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 July 25, 2024, LiveWire Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s second quarter results for the financial period ended June 30, 2024. 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 July 25, 2024 |
| --- | --- |
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: July 25, 2024 | /s/ Tralisa Maraj |
| Tralisa Maraj | |
| Chief Financial Officer |
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Document
FOR IMMEDIATE RELEASE
LiveWire Group, Inc. Reports 2024 Second Quarter Financial Results
MILWAUKEE, WI (July 25, 2024) – LiveWire Group, Inc. (“LiveWire” or the “Company”) (NYSE: LVWR) today reported second quarter 2024 results.
"In the second quarter, we achieved continued growth in existing markets for our Electric Motorcycles segment. In fact, we maintained our position as the #1 on-road electric motorcycle retailer in the U.S. for the first half of 2024. With a 12 percent improvement in consolidated operating loss for the quarter over prior year, we remain committed to cost reduction initiatives while investing in portfolio expansion in both our Electric Motorcycles and STACYC segments, with upcoming new products planned,” said Karim Donnez, CEO, LiveWire.
Second Quarter 2024 Summary of Results
•Unit sales of 158 electric motorcycles, an increase of 35% over first quarter 2024 and triple digit increase over second quarter 2023.
•In line with expectations, consolidated operating loss improved by $3.8 million driven by overall cost reduction initiatives.
LiveWire Group, Inc. – Consolidated Results
| in millions* | 2nd quarter | ||
|---|---|---|---|
| Motorcycle Units | 158 | 33 | 379% |
| Electric Balance Bike Units | 3,825 | 8,206 | (53%) |
| Consolidated Revenue | 6.4 | 7.0 | (8%) |
| Electric Motorcycles | 2.4 | 0.8 | 219% |
| STACYC | 4.0 | 6.3 | (36%) |
| Consolidated Operating Loss | (28.2) | (32.0) | 12% |
| Electric Motorcycles | (26.8) | (31.9) | 16% |
| STACYC | (1.4) | (0.1) | (1,492%) |
| Net Loss | (24.8) | (40.7) | 39% |
All values are in US Dollars.
*Amounts may not add or recalculate due to rounding.
The Company’s consolidated net loss was $24.8 million for the second quarter of 2024 compared to $40.7 million in the same period of the prior year driven by the segment results noted below, a decrease of $1.2 million in interest income offset by an increase of $13.2 million of non-operating income related to the decrease in fair value of the outstanding warrants as of June 30, 2024 as compared to prior year.
LiveWire Group, Inc. is comprised of two business segments:
•Electric Motorcycles – focused on the sale of electric motorcycles and related products
•STACYC – focused on the sale of electric balance bikes for kids and related products
Electric Motorcycles
Electric Motorcycles revenue increased $1.7 million in the second quarter of 2024 compared to the prior year period, due to higher unit sales in the quarter. Selling, engineering and administrative expenses decreased $3.1 million compared to the prior year largely as a result of overall cost reduction initiatives. In line with expectations, operating loss decreased by $5.1 million compared to the second quarter of 2023 driven by decreases in selling, engineering and administrative expenses and cost of goods sold.
STACYC
In line with expectations, STACYC revenue and operating income were down compared to same quarter 2023 primarily due to a reduction in third party branded distributor volumes and a planned increase in spend relating to product development costs for new models.
2024 Financial Outlook
For the full year 2024, the Company continues to expect:
•Electric Motorcycle sales of 1,000 to 1,500 revenue units
•LiveWire Group operating loss of $105 to $115 million
Webcast
The public is invited to attend an audio webcast from 8-9 a.m. CDT. LiveWire leadership 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. CDT.
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,” “is on track,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “remain committed,” “should,” “target,” “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; our ability to obtain funding for our operations and manage costs; our future capital requirements and sources and uses of cash; changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans, including our ability to effectively execute the Company’s relocation and streamlined headcount plan within expected costs and time and our ability to realize the expected savings in 2024 and on an ongoing annual basis; our ability to attract and retain a large number of customers; 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 | Six months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 30,<br>2024 | June 30,<br>2023 | June 30,<br>2024 | June 30,<br>2023 | |||||
| Revenue, net | $ | 6,449 | $ | 7,026 | $ | 11,427 | $ | 14,788 |
| Costs and expenses: | ||||||||
| Cost of goods sold | 8,231 | 9,966 | 17,336 | 16,464 | ||||
| Selling, administrative and engineering expense | 26,383 | 29,044 | 52,678 | 55,215 | ||||
| Total operating costs and expenses | 34,614 | 39,010 | 70,014 | 71,679 | ||||
| Operating loss | (28,165) | (31,984) | (58,587) | (56,891) | ||||
| Interest income | 1,596 | 2,754 | 3,612 | 5,446 | ||||
| Change in fair value of warrant liabilities | 1,792 | (11,438) | 6,550 | (10,370) | ||||
| Loss before income taxes | (24,777) | (40,668) | (48,425) | (61,815) | ||||
| Income tax provision | 28 | 64 | 24 | 64 | ||||
| Net loss | $ | (24,805) | $ | (40,732) | $ | (48,449) | $ | (61,879) |
| Net loss per share, basic and diluted | $ | (0.12) | $ | (0.20) | $ | (0.24) | $ | (0.31) |
| Weighted-average shares, basic and diluted | 203,184 | 202,409 | 203,136 | 202,407 |
LiveWire Group, Inc.
Consolidated Balance Sheets
(In thousands)
| (Unaudited) | ||||
|---|---|---|---|---|
| June 30,<br>2024 | December 31,<br>2023 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 113,011 | $ | 167,904 |
| Accounts receivable, net | 1,911 | 4,295 | ||
| Accounts receivable from related party | 468 | 3,402 | ||
| Inventories, net | 34,062 | 32,122 | ||
| Other current assets | 2,035 | 3,004 | ||
| Total current assets | 151,487 | 210,727 | ||
| Property, plant and equipment, net | 36,818 | 37,682 | ||
| Goodwill | 8,327 | 8,327 | ||
| Deferred tax assets | 6 | 4 | ||
| Lease assets | 1,197 | 1,868 | ||
| Intangible assets, net | 1,185 | 1,347 | ||
| Other long-term assets | 5,896 | 6,192 | ||
| Total assets | $ | 204,916 | $ | 266,147 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 1,392 | $ | 3,554 |
| Accounts payable to related party | 18,399 | 20,371 | ||
| Accrued liabilities | 18,291 | 21,189 | ||
| Current portion of lease liabilities | 688 | 1,152 | ||
| Total current liabilities | 38,770 | 46,266 | ||
| Long-term portion of lease liabilities | 561 | 792 | ||
| Deferred tax liabilities | 105 | 93 | ||
| Warrant liabilities | 5,769 | 12,319 | ||
| Other long-term liabilities | 685 | 814 | ||
| Total liabilities | 45,890 | 60,284 | ||
| Shareholders' equity: | ||||
| Preferred Stock | — | — | ||
| Common Stock | 20 | 20 | ||
| Treasury Stock | (2,896) | (1,969) | ||
| Additional paid-in-capital | 342,346 | 339,783 | ||
| Accumulated deficit | (180,437) | (131,988) | ||
| Accumulated other comprehensive income | (7) | 17 | ||
| Total shareholders' equity | 159,026 | 205,863 | ||
| Total liabilities and shareholders' equity | $ | 204,916 | $ | 266,147 |
LiveWire Group, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Six months ended | ||||
|---|---|---|---|---|
| June 30,<br>2024 | June 30,<br>2023 | |||
| Cash flows from operating activities: | ||||
| Net loss | $ | (48,449) | $ | (61,879) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Depreciation and amortization | 5,042 | 1,372 | ||
| Change in fair value of warrant liabilities | (6,550) | 10,370 | ||
| Stock compensation expense | 2,563 | 4,202 | ||
| Provision for doubtful accounts | 22 | 55 | ||
| Deferred income taxes | 10 | 63 | ||
| Inventory write-down | 3,249 | 1,626 | ||
| Cloud computing arrangements development costs | — | (640) | ||
| Other, net | (572) | (629) | ||
| Changes in current assets and liabilities: | ||||
| Accounts receivable, net | 2,362 | (2,407) | ||
| Accounts receivable from related party | 2,934 | 118 | ||
| Inventories | (5,189) | (4,585) | ||
| Other current assets | 1,215 | 1,905 | ||
| Accounts payable and accrued liabilities | (3,550) | (1,357) | ||
| Accounts payable to related party | (1,972) | 10,591 | ||
| Net cash used by operating activities | (48,885) | (41,195) | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (5,080) | (8,175) | ||
| Net cash used by investing activities | (5,080) | (8,175) | ||
| Cash flows from financing activities: | ||||
| Repurchase of common stock | (928) | — | ||
| Proceeds received from exercise of warrants (Note 7) | — | 2 | ||
| Net cash used by financing activities | (928) | 2 | ||
| Net decrease in cash and cash equivalents | $ | (54,893) | $ | (49,368) |
| Cash and cash equivalents: | ||||
| Cash and cash equivalents—beginning of period | $ | 167,904 | $ | 265,240 |
| Net decrease in cash and cash equivalents | (54,893) | (49,368) | ||
| Cash and cash equivalents—end of period | $ | 113,011 | $ | 215,872 |
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