LiveWire Group, Inc.

Previous wording

The Electric Motorcycles segment sells electric motorcycles, related parts and accessories and apparel in the United States and certain international markets, while the STACYC segment sells electric balance bikes, related parts and accessories and apparel in the United States and certain international markets.

Current wording

The Electric Motorcycles segment sells electric motorcycles, related parts and accessories and apparel in the United States and certain international markets, while the STACYC segment sells electric balance bikes, related parts and accessories and apparel in the United States and certain international markets. The STACYC segment launched an adult pedal assist electric bike in the United States in March 2025.

Previous wording

Electric motorcycles are sold at wholesale to a network of independent retail partners, at retail through a Company-owned dealership, through online sales and through select international partners. Electric balance bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to customers online. As discussed below, on September 26, 2022 as part of the Business Combination, the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.

Current wording

Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, 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. Electric balance bikes and electric bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to customers online. As discussed below, on September 26, 2022 as part of the Business Combination, the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.

Previous wording

For the three months ended September 30, 2024, the Company’s net loss was $22,694 thousand compared to $14,578 thousand for the three months ended September 30, 2023, and was $71,143 thousand for the nine months ended September 30, 2024 compared to $76,457 thousand for the nine months ended September 30, 2023. The Company’s net losses reflect the early-stage nature of the Company’s business. The increase in net loss of $8,116 thousand and the decrease in net loss of $5,314 thousand for three and nine months ended September 30, 2024, respectively, reflect the segment results and changes in interest income and the fair value of warrants discussed below.

Current wording

For the three months ended March 31, 2025, the Company’s net loss was $19,271 thousand compared to $23,644 thousand for the three months ended March 31, 2024. The Company’s net losses reflect the early-stage nature of the Company’s business. The decrease in net loss of $4,373 thousand for the three months ended March 31, 2025, reflect the segment results and changes in interest income and the fair value of warrants discussed below.

Previous wording

For the three months ended September 30, 2024, the Electric Motorcycles segment operating loss was $25,015 thousand, compared to an operating loss of $25,741 thousand for the three months ended September 30, 2023, and was an operating loss of $80,818 thousand for the nine months ended September 30, 2024 compared to an operating loss of $82,408 thousand for the nine months ended September 30, 2023. Refer to the Electric Motorcycles segment analysis below for further discussion on the decrease in operating loss of $726 thousand and $1,590 thousand for three and nine months ended September 30, 2024, respectively.

Current wording

For the three months ended March 31, 2025, the Electric Motorcycles segment operating loss was $19,353 thousand, compared to an operating loss of $29,007 thousand for the three months ended March 31, 2024, Refer to the Electric Motorcycles segment analysis below for further discussion on the decrease in operating loss of $9,654 thousand for the three months ended March 31, 2025.

Previous wording

For the three months ended September 30, 2024, the STACYC segment operating loss was $1,510 thousand, as compared to operating income of $398 thousand for the three months ended September 30, 2023, and was an operating loss of $4,294 thousand for the nine months ended September 30, 2024 compared to operating income of $174 thousand for the nine months ended September 30, 2023. Refer to the STACYC segment analysis below for further discussion on the increase in operating loss of $1,908 thousand and $4,468 thousand for three and nine months ended September 30, 2024, respectively.

Current wording

For the three months ended March 31, 2025, the STACYC segment operating loss was $1,313 thousand, as compared to operating loss of $1,415 thousand for the three months ended March 31, 2024, Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $102 thousand for the three months ended March 31, 2025.

Previous wording

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of the Company issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded. The Business Combination resulted in net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7 to the consolidated financial statements, Warrant Liabilities.

Current wording

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of the Company issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded resulting from the Business Combination. The Business Combination resulted in net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7 to the consolidated financial statements, Warrant Liabilities.

Previous wording

For the remainder of 2024, LiveWire's focus continues to be on cost improvements, future additional models on the S2 platform, product innovation and development, and aligning its go-to-market strategy globally.

Current wording

For the remainder of 2025, LiveWire's focus continues to be on cost improvements, future electric motorcycle models and product innovation and development.

Previous wording

•Independent Retail Partners (Electric Motorcycles) – Retail Partners owned and operated by independent entities under contract with LiveWire to sell LiveWire electric motorcycles, related products, and services.

Current wording

•Independent Retail Partners (Electric Motorcycles) – Independent Retail Partners as used with Electric Motorcycles are dealers owned and operated by independent entities under contract with LiveWire to sell LiveWire electric motorcycles, related products, and services.

Previous wording

•Electric Balance Bike Unit Sales (STACYC) – LiveWire defines Electric Balance Bike Unit Sales as the number of electric balance bikes sold by LiveWire for which LiveWire recognized revenue during the period.

Current wording

•Electric Balance Bike and Electric Bike Unit Sales (STACYC) – LiveWire defines Electric Balance Bike and Electric Bike Unit Sales as the number of electric balance bikes and pedal assist electric bikes sold by LiveWire for which LiveWire recognized revenue during the period.

Previous wording

•Independent Retail Partners (STACYC) – Retail Partners owned and operated by independent entities under contract with STACYC to sell electric balance bikes, related products, and services.

Current wording

•Independent Retail Partners (STACYC) – Independent Retail Partners as used with STACYC are independent entities under contract with STACYC to sell electric balance bikes, electric bikes and related products, and services.

Previous wording

Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers. Management believes this change will allow the Company to leverage the business practices and expertise of the dealer network in each region to further grow the business and increase unit sales in Europe. This change also aligns the business model in Europe to the business model in the United States. As of September 30, 2024, the Company had 48 international partners. Through the current date, seven of the Company’s prior international partners in Europe have committed to continuing to be a retail partner of LiveWire and being part of the LiveWire wholesale dealer network going forward. Additionally, three new international partners have committed to being part of the LiveWire wholesale dealer network.

Current wording

(1) Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers. International unit sales prior to November 5, 2024 are reflected as Company Retail Motorcycle Unit Sales, while international unit sales after November 5, 2024 are reflected as Wholesale Motorcycle Unit Sales.

Previous wording

The Electric Motorcycles independent retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles. As of September 30, 2024 and December 31, 2023, this total includes 2 and 4 partners, respectively, that were actively working to complete the licensing required to sell LiveWire motorcycles as of the end of the period. LiveWire intends to grow this network as it expands its distribution capabilities.

Current wording

The Electric Motorcycles independent retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles. LiveWire intends to grow this network as it expands its distribution capabilities.

Previous wording

LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance. Wholesale Motorcycle Unit Sales and Company Retail Motorcycle Unit Sales are key drivers of revenue and operating results for the Electric Motorcycles segment. Retail Motorcycle Unit Sales made through both the Company-owned dealership and Independent Retail Partners are a key measure of consumer demand and market share for LiveWire’s electric motorcycles. Total Electric Balance Bike Unit Sales is a key driver of revenue and profit for STACYC.

Current wording

LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance. Wholesale Motorcycle Unit Sales and Company Retail Motorcycle Unit Sales are key drivers of revenue and operating results for the Electric Motorcycles segment. Retail Motorcycle Unit Sales made through both the Company-owned dealership and Independent Retail Partners are a key measure of consumer demand and market share for LiveWire’s electric motorcycles. Total Electric Balance Bike and Electric Bike Unit Sales is a key driver of revenue and profit for STACYC.

Previous wording

The Company reported an operating loss of $26,525 thousand for the three months ended September 30, 2024 compared to an operating loss of $25,343 thousand for the three months ended September 30, 2023. The Electric Motorcycles segment reported an operating loss of $25,015 thousand for the three months ended September 30, 2024, as compared to an operating loss of $25,741 thousand for the three months ended September 30, 2023. The STACYC segment reported operating loss of $1,510 thousand for the three months ended September 30, 2024, compared to operating income of $398 thousand for the three months ended September 30, 2023. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Current wording

The Company reported an operating loss of $20,666 thousand for the three months ended March 31, 2025 compared to an operating loss of $30,422 thousand for the three months ended March 31, 2024. The Electric Motorcycles segment reported an operating loss of $19,353 thousand for the three months ended March 31, 2025, as compared to an operating loss of $29,007 thousand for the three months ended March 31, 2024. The STACYC segment reported operating loss of $1,313 thousand for the three months ended March 31, 2025, compared to an operating loss of $1,415 thousand for the three months ended March 31, 2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Previous wording

Interest income for the three months ended September 30, 2024 was $1,252 thousand, as compared to interest income of $2,726 thousand for the three months ended September 30, 2023. The decrease was primarily driven by the decrease in the balance ofmoney market funds at September 30, 2024 as compared to the prior year. The Company had investments of $80,000 thousand and $197,000 thousand in money market funds as of September 30, 2024 and September 30, 2023, respectively.

Current wording

Interest income for the three months ended March 31, 2025 was $504 thousand, as compared to interest income of $2,016 thousand for the three months ended March 31, 2024. The decrease was primarily driven by the decrease in the balance of money market funds at March 31, 2025 as compared to the prior year. The Company had investments of $35,000 thousand and $135,000 thousand in money market funds as of March 31, 2025 and March 31, 2024, respectively.

Previous wording

Change in fair value of warrant liabilities for the three months ended September 30, 2024 was income of $2,581 thousand, as compared to income of $8,038 thousand for the three months ended September 30, 2023. The income recognized was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants during the three months ended September 30, 2024 and 2023. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.

Current wording

Change in fair value of warrant liabilities for the three months ended March 31, 2025 was income of $905 thousand, as compared to income of $4,758 thousand for the three months ended March 31, 2024. The income recognized was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants during the three months ended March 31, 2025 and 2024. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.

Previous wording

The income tax provision for the three months ended September 30, 2024 was $2 thousand, as compared to a benefit of $1 thousand for the three months ended September 30, 2023. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.

Current wording

The income tax provision for the three months ended March 31, 2025 was $14 thousand, as compared to a benefit of $4 thousand for the three months ended March 31, 2024. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.

Previous wording

Cost of goods sold for the three months ended September 30, 2024 increased by $784 thousand, or 26.9%, to $3,701 thousand from $2,917 thousand for the three months ended September 30, 2023. Cost of sales for the three months ended September 30, 2024 increased over the three months ended September 30, 2023 due to increased sales units as discussed above, highernet realizable value adjustments of$468 thousand, and increased depreciation expense of $341 thousand.

Current wording

Cost of goods sold for the three months ended March 31, 2025 decreased by $3,071 thousand, or 47.5%, to $3,400 thousand from $6,471 thousand for the three months ended March 31, 2024. Cost of sales for the three months ended March 31, 2025 decreased over the three months ended March 31, 2024 due to decreased unit sales as discussed above, lower net realizable value and other reserve adjustments of $2,120 thousand on less purchases during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, and increased depreciation expense of $895 thousand.

Previous wording

Revenue for the three months ended September 30, 2024 decreased by $3,570 thousand, or 52.5%, to $3,236 thousand from $6,806 thousand for the three months ended September 30, 2023. The decrease in revenue of $3,570 thousand was driven by a $3,043 thousand reduction in electric balance bikes revenue due to lower shipment volumes primarily to our independent distributors, a decrease of $231 thousand in parts, accessories and apparel revenue, and a $296 thousand reduction due to pricing in the three months ended September 30, 2024.

Current wording

Revenue for the three months ended March 31, 2025 decreased by $1,410 thousand, or 37.8%, to $2,324 thousand from $3,734 thousand for the three months ended March 31, 2024. The decrease in revenue of $1,410 thousand was primarily driven by a $937 thousand reduction in electric balance bikes revenue from lower shipment volumes of $417 thousand due to product availability resulting from supply chain issues and lower volumes to our independent distributors, and product pricing and promotions of $520 thousand in the three months ended March 31, 2025. Additionally, parts, accessories and apparel revenue decreased $473 thousand in the three months ended March 31, 2025.

Previous wording

Cost of goods sold for the three months ended September 30, 2024 decreased by $1,871 thousand, or 45.2%, to $2,264 thousand from $4,135 thousand for the three months ended September 30, 2023. The decrease was primarily due to lower volumes in alignment with the decreased revenue described above.

Current wording

Cost of goods sold for the three months ended March 31, 2025 decreased by $1,123 thousand, or 42.6%, to $1,511 thousand from $2,634 thousand for the three months ended March 31, 2024. The decrease was primarily due to lower volumes in alignment with the decreased revenue described above.

Previous wording

The Company is subject to lawsuits and other claims related to product, commercial, employee, environmental and other matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. 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 10, Commitments and Contingencies, in the consolidated financial statements for a discussion of the Company's commitments and contingencies.

Current wording

The Company is subject to lawsuits and other claims related to product, commercial, supplier, employee, environmental and other matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. 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 10, Commitments and Contingencies, in the consolidated financial statements for a discussion of the Company's commitments and contingencies.

Previous wording

As of September 30, 2024 and December 31, 2023, LiveWire’s cash and cash equivalents were $88,442 thousand and $167,904 thousand, respectively.

Current wording

As of March 31, 2025 and December 31, 2024, LiveWire’s cash and cash equivalents were $46,222 thousand and $64,437 thousand, respectively.

Previous wording

In the event of the exercise of any of Warrants for cash, LiveWire will receive the proceeds from such exercise. Assuming the exercise in full of all of Warrants for cash, LiveWire would receive an aggregate of approximately $349.2 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise. To the extent any of the Warrants are exercised on a “cashless basis,” LiveWire will not receive any proceeds upon such exercise. LiveWire expects to use any proceeds it receives from Warrant exercises for general corporate and working capital purposes, which would increase its liquidity. LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of September 30, 2024, the reported sales price of Common Stock was $6.10 per share. If the trading price of Common Stock is less than the $11.50 exercise price per share of the Warrants, LiveWire expects that warrant holders will not exercise their Warrants. There is no guarantee the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and LiveWire may receive no proceeds from the exercise of Warrants. As a result, LiveWire does not expect to rely on the cash exercise of Warrants to fund its operations and LiveWire does not believe that it needs such proceeds to support working capital and capital expenditure requirements for the next twelve months. LiveWire will continue to evaluate the probability of Warrant exercises and the merit of including potential cash proceeds from the exercise of the Warrants in its future liquidity projections. LiveWire instead currently expects to rely on the sources of funding described below, if available on reasonable terms or at all.

Current wording

In the event of the exercise of any of Warrants for cash, LiveWire will receive the proceeds from such exercise. Assuming the exercise in full of all of Warrants for cash, LiveWire would receive an aggregate of approximately $349.2 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise. To the extent any of the Warrants are exercised on a “cashless basis,” LiveWire will not receive any proceeds upon such exercise. LiveWire expects to use any proceeds it receives from Warrant exercises for general corporate and working capital purposes, which would increase its liquidity. LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of March 31, 2025, the reported sales price of Common Stock was $2.00 per share. If the trading price of Common Stock is less than the $11.50 exercise price per share of the Warrants, LiveWire expects that warrant holders will not exercise their Warrants. There is no guarantee the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and LiveWire may receive no proceeds from the exercise of Warrants. As a result, LiveWire does not expect to rely on the cash exercise of Warrants to fund its operations and LiveWire does not believe that it needs such proceeds to support working capital and capital expenditure requirements for the next twelve months. LiveWire will continue to evaluate the probability of Warrant exercises and the merit of including potential cash proceeds from the exercise of the Warrants in its future liquidity projections. LiveWire instead currently expects to rely on the sources of funding described below, if available on reasonable terms or at all.

Previous wording

The following table presents condensed highlights from the Company’s consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 (in thousands):

Current wording

The following table presents condensed highlights from the Company’s consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 (in thousands):

Previous wording

The overall decrease in cash during the nine months ended September 30, 2024 was due primarily to cash used for operating activities, as described below.

Current wording

The overall decrease in cash during the three months ended March 31, 2025 was due primarily to cash used for operating activities, as described below.

Previous wording

The Company had negative cash flow from operating activities during the nine months ended September 30, 2024 and 2023. Net cash used by operating activities increased by $16,114 thousand to $71,990 thousand for the nine months ended September 30, 2024 compared to $55,876 thousand for the nine months ended September 30, 2023. The increase in negative cash flow from operating activities was primarily driven by unfavorable changes in Accounts payable to related party and Other current assets offset by favorable changes in Accounts receivable, net, Account receivable from related party, and Accounts payable and accrued liabilities.

Current wording

The Company had negative cash flow from operating activities during the three months ended March 31, 2025 and 2024. Net cash used by operating activities decreased by $5,436 thousand to $17,490 thousand for the three months ended March 31, 2025 compared to $22,926 thousand for the three months ended March 31, 2024. The decrease in cash flow used by operating activities was primarily driven by a decrease in net loss adjusted for non-cash items and a favorable change in inventories offset by unfavorable changes in Accounts Receivable, net and Accounts receivable from related party.

Previous wording

The Company expects to fund future cash flows used in investing activities with its current cash on hand, including the financing raised through the Business Combination, and available funds under the Convertible Term Loan. The Company estimates capital expenditures to be between $8 million and $15 million in 2024.

Current wording

The Company expects to fund future cash flows used in investing activities with its current cash on hand, including the financing raised through the Business Combination, and available funds under the Convertible Term Loan. The Company estimates capital expenditures to be between $5 million and $10 million in 2025.

Previous wording

Net cash used by financing activities decreased by $2,481 thousand to an outflow $927 thousand for the nine months ended September 30, 2024 compared to an inflow of $1,554 thousand for the nine months ended September 30, 2023. The $927 thousand cash outflow related to the repurchase of common stock to satisfy withholding taxes in connection with the vesting of restricted stock.

Current wording

Net cash used by financing activities decreased by $456 thousand to an outflow of $250 thousand for the three months ended March 31, 2025 compared to an outflow of $706 thousand for the three months ended March 31, 2024. The cash outflows in both years are related to the repurchase of common stock to satisfy withholding taxes in connection with the vesting of restricted stock with the decrease in the three months ended March 31, 2025 driven by the decrease in share price upon vesting compared to the prior period.