Dragonfly Energy(DFLI) - 2024 Q4 - Annual Report

Part I Item 1. Business Dragonfly Energy Holdings Corp. manufactures non-toxic deep cycle lithium iron phosphate (LFP) batteries for consumer and industrial markets, with FY2024 revenue of $50.6 million, down from $64.5 million in 2023, while expanding into new markets and developing proprietary battery technologies Overview Dragonfly Energy manufactures deep cycle LFP batteries for consumer and industrial markets, reporting $50.6 million in revenue in 2024, a decline from 2023 due to market challenges, but with increased OEM adoption and a new licensing agreement - The company operates a dual-brand strategy, with "Dragonfly Energy" primarily targeting Original Equipment Manufacturers (OEMs) and "Battle Born Batteries" focusing on Direct-to-Consumer (DTC) sales[20] - In 2024, the company faced market challenges from inflation and high interest rates, leading to a decline in overall sales, but saw increased product adoption by OEMs, shifting the revenue mix towards the OEM channel[24][25] - A brand licensing and contract manufacturing agreement was signed with Stryten Energy in July 2024 for the Battle Born brand, expected to generate $30 million in licensing revenues over seven years, with significant contributions anticipated to begin in 2026[21] Annual Sales Performance | Fiscal Year | Batteries Sold | Revenue | | :--- | :--- | :--- | | 2024 | 42,447 | $50.6 million | | 2023 | 64,906 | $64.5 million | Industry Background and End Markets LFP batteries offer significant advantages over lead-acid batteries, with a total addressable market of $12 billion by 2025 for core segments, and the company targets expansion into adjacent growth markets - LFP batteries offer numerous advantages over lead-acid batteries, including being environmentally friendly, having a 3,000-5,000 cycle lifespan (vs. 300-500 for lead-acid), higher and more consistent power discharge, five times faster charging, and being maintenance-free[40] - The total addressable market (TAM) for the company's three current end markets (Recreational Vehicles, Marine Vessels, Off-Grid Residences) was estimated to be approximately $12 billion by 2025, according to a 2021 Frost & Sullivan report[39] - The company is targeting several adjacent markets for expansion, including Heavy Duty Trucking, Industrial/Material Handling, Specialty Vehicles, Emergency and Standby Power, Telecom, Rail, Data Centers, and On-grid Storage[42][43][44] Our Competitive Strengths and Growth Strategy The company leverages premier LFP battery technology, an extensive patent portfolio, and a dual-channel go-to-market strategy, focusing on expanding product offerings and commercializing advanced manufacturing technologies for growth - Key competitive strengths include premier LFP battery technology, a growing patent portfolio, a proven DTC and OEM go-to-market strategy, an established customer base, high-quality U.S. manufacturing, and products designed as drop-in replacements for lead-acid batteries[45] - The company's growth strategy involves expanding its product offerings with new voltage systems, penetrating additional end markets like long-haul trucking and utility-grade storage, and commercializing its proprietary dry electrode and solid-state manufacturing technologies[45] Our Products and Technology The company utilizes safer, cost-effective LFP chemistry and is developing proprietary dry electrode manufacturing and solid-state battery technologies to enhance safety and reduce costs, supported by its Battery Management System and communication system - The company utilizes LFP chemistry, which is intrinsically safer, has a longer lifespan, and avoids the use of controversial metals like cobalt, making it more suitable for energy storage applications compared to NMC and NCA chemistries used in EVs[49][51][53] - The company is developing a proprietary dry-electrode manufacturing process that eliminates toxic solvents and energy-intensive drying, reducing cost and environmental footprint, and is also developing solid-state cells to remove flammable liquid electrolytes, improving safety[54][55] - Key products include the Battle Born Batteries line, the Wakespeed WS500 Advanced Alternator Regulator, and all-in-one Lithium Power Packs, all supported by a proprietary Battery Management System (BMS) and the Dragonfly IntelLigence communication system[58][59][61] Research and Development R&D focuses on scaling the patented dry electrode manufacturing process and developing solid-state batteries, with third-party assessments confirming significant environmental and cost benefits for the dry electrode technology - A third-party assessment by Sphere Energy confirmed the company's dry electrode manufacturing process is more sustainable and cost-effective than conventional methods[65] Dry Electrode Process Benefits (vs. Conventional Methods) | Metric | Improvement | | :--- | :--- | | Carbon Footprint | 9% reduction | | Energy Usage (Electrode Mfg.) | 71% reduction | | Factory Footprint | 22% reduction | | Emissions from Energy Use | 25% reduction | | Process-Related Costs | ~5% savings | - The company has successfully produced anode and cathode electrode reels at scale using its dry electrode process and is now qualifying prototype cells for its core business and potential partners[69] - Solid-state technology development is progressing with the cycling of solid-state coin cells, though the production of prototype pouch cells has been delayed until at least the beginning of 2026[75] Headquarters, Manufacturing, and Production The company relocated its headquarters and manufacturing to a new 390,240 square foot facility in Reno, Nevada, significantly increasing production capacity, and leased an additional facility for its dry electrode process - The company relocated to a new 390,240 sq. ft. facility in Reno, Nevada in November 2024 to increase production capacity and entered into a lease for a 64,000 sq. ft. facility in Fernley, Nevada for its dry electrode process[76][77] - The manufacturing process involves automated module assembly and manual battery assembly, with plans to automate testing and installation to potentially quadruple production capacity[78] Supplier Relationships The company maintains a global supply chain, sourcing LFP cells and BMS from China, and has secured domestic offtake agreements for future cell production - The company relies on two cell manufacturers and a single battery management system manufacturer, all based in China, with whom it has long-standing relationships[79] - To support future domestic cell production, the company has signed Commercial Offtake Agreements with a lithium mining company and a lithium recycling company, both located in Nevada[80] Customers & Strategic Arrangements Dragonfly serves over 23,000 customers, with OEM sales constituting 54.5% of total revenues in FY2024, and has strategic partnerships with major OEMs like THOR Industries and Keystone - OEM sales represented 54.5% of total revenues for the year ended December 31, 2024, an increase from 42.7% in 2023[81] - The company has a strategic partnership with THOR Industries, which includes a $15 million investment and a future exclusive distribution agreement for the North American RV OEM market[85] - A long-term Manufacturing Supply Agreement with Keystone, the largest towable RV OEM in North America, makes Dragonfly its exclusive supplier for certain LFP battery needs[84] Competition The company competes with traditional lead-acid and low-cost lithium battery manufacturers, differentiating through American design and service, while in solid-state, it focuses on power storage applications against EV-focused competitors - The company competes with traditional lead-acid manufacturers like East Penn and Trojan, as well as importers of low-cost lithium products, differentiating through American design, quality, and service[91] - In solid-state technology, key competitors are QuantumScape and Solid Power, but Dragonfly's focus is on power storage applications, not electric vehicle propulsion[92] Intellectual Property As of December 31, 2024, the company's intellectual property portfolio includes 44 issued patents and 39 pending applications globally, alongside 38 trademarks protecting its brands - As of December 31, 2024, the company owned 44 issued patents and had 39 pending patent applications internationally[95] - The company owned 38 trademarks globally to protect its brand identity as of December 31, 2024[96] Item 1A. Risk Factors The company faces significant risks across operations, technology development, supply chain, and financial position, including dependence on OEM customers, intense competition, and substantial doubt about its ability to continue as a going concern Risks Related to Our Existing Lithium-Ion Battery Operations The company's business is highly dependent on volatile RV OEM demand and faces intense competition, with operations vulnerable to disruptions from a single manufacturing facility and reliance on limited key suppliers in China - A significant portion of revenue comes from RV OEMs, and sales are subject to consumer demand in that market; a decision by Keystone RV in July 2023 to offer the company's batteries as an option instead of standard equipment had a material limiting effect on revenue in 2023 and 2024[113][117] - The company relies on two suppliers in China for its LFP cells and a single supplier in China for its proprietary battery management system, creating significant concentration risk[125] - All battery assembly currently takes place at a single 390,240 square foot facility in Reno, Nevada, making operations vulnerable to disruptions at that site[131] Risks Related to Our Solid-State Technology Development Developing commercially viable solid-state battery cells presents significant engineering challenges, potential delays, and substantial capital investment, with no guarantee of expected performance or cost control - The company faces significant engineering challenges in developing and manufacturing solid-state battery cells, which may be delayed or fail, and has limited experience in manufacturing cells at a commercial scale[140][142] - Significant capital investment is required for solid-state R&D and manufacturing scale-up, and the company may not achieve its forecasted cost advantages[143] Risks Related to Supply Chain and Third-Party Vendors Reliance on foreign manufacturers, particularly in China, exposes the company to geopolitical risks, tariffs, and trade policy changes, including a recently identified $1.58 million tariff underpayment - The company relies on foreign manufacturers, primarily in Asia (including China), for components, making it vulnerable to international trade risks, tariffs, and geopolitical instability[150][152][155] - In 2024, the company identified an underpayment of tariffs to U.S. Customs and Border Protection (CBP) of approximately $1.58 million for the years 2021 through 2023, which could result in additional payments or penalties[154] Risks Related to Our Financial Position and Capital Requirements The company's capital-intensive nature, history of net losses, and significant debt with restrictive covenants raise substantial doubt about its ability to continue as a going concern, necessitating additional capital and improved internal controls - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flow from operations[191][197][198] - The company has a significant amount of debt outstanding under a Term Loan Agreement with restrictive financial covenants, repeatedly failing to meet these and requiring multiple waivers from lenders to avoid default[193][195] - The business is capital intensive, with a net loss of $40.6 million for the year ended December 31, 2024, requiring additional funds to support operations and growth[190] Risks Related to Being a Public Company As a public company, Dragonfly incurs significant expenses and faces risks from management's limited public company experience and non-compliance with Nasdaq listing requirements, potentially leading to delisting and adverse impacts on liquidity and capital raising - The company is not currently in compliance with the Nasdaq Capital Market's continued listing requirement to maintain a minimum Market Value of Listed Securities (MVLS) of $35 million[208] - If compliance is not regained by the deadline of June 10, 2025 (subject to extension), the company's securities may be delisted, which would negatively impact market price, liquidity, and the ability to raise capital[208][209] Risks Related to Ownership of Our Common Stock Ownership of common stock involves risks of price volatility, potential dilution from warrant exercises and preferred stock conversions, and corporate governance provisions that could limit stockholder influence or discourage acquisitions - The issuance of additional shares upon conversion of the Series A Preferred Stock could cause substantial dilution to existing stockholders, as the conversion rate is set at a discount to the market price[240][242] - The exercise of a large number of outstanding warrants would increase the number of shares eligible for public resale and result in dilution[219] - The company's Articles of Incorporation designate specific Nevada courts as the exclusive forum for most stockholder litigation, which could limit stockholders' ability to choose a favorable judicial forum[225] Item 1B. Unresolved Staff Comments The company reports that it has no unresolved staff comments from the SEC - Not applicable[251] Item 1C. Cybersecurity The company maintains a cybersecurity risk management program overseen by the CEO, involving third-party experts, security software, and training, and has not experienced any material cyber incidents to date - The company has not experienced any material cyber incidents, and its operations have not been materially affected by cybersecurity threats to date[252] - Cybersecurity risk management is the responsibility of the CEO, who manages outsourced IT and cybersecurity experts and reports to the Board of Directors[253][256] - The cybersecurity program includes third-party risk assessments, penetration testing, continuous monitoring, and quarterly employee training[254][255] Item 2. Properties The company leases all its facilities, including a 390,240 square foot headquarters in Reno and a 64,000 square foot facility in Fernley for its dry electrode process Leased Properties | Location | Size (sq. ft.) | Use | Monthly Rent | | :--- | :--- | :--- | :--- | | Reno, NV (Old Virginia Rd) | 390,240 | Headquarters/Warehouse | $230,000 | | Reno, NV (Trademark Dr) | 99,000 | Former HQ | $59,750 | | Reno, NV (Old Virginia Rd) | 59,500 | Warehouse | $49,732 | | Fernley, NV | 64,000 | Mfg./Warehouse | $44,800 | | Sparks, NV | 9,600 | R&D Lab | $9,336 | Item 3. Legal Proceedings The company reports it is not currently a party to any litigation or legal proceedings expected to have a material adverse effect on its business - The company reports it is not currently a party to any legal proceedings expected to have a material adverse effect on its business[264] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[265] Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock and public warrants are listed on Nasdaq, with 83 holders of record as of March 27, 2025, and no intention to pay cash dividends, retaining earnings for growth - The company's common stock trades on the Nasdaq Capital Market under the symbol "DFLI" and its Public Warrants trade under "DFLIW"[267] - The company has never declared or paid cash dividends and does not intend to in the foreseeable future, retaining funds for business growth[268] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Net sales decreased 21.3% to $50.6 million in 2024, resulting in a $40.6 million net loss, raising substantial doubt about going concern, despite recent financing and debt amendments Results of Operations For 2024, net sales fell 21.3% to $50.6 million due to lower DTC revenue, leading to a widened net loss of $40.6 million despite reduced operating expenses, primarily driven by increased net interest expense - The decrease in net sales was primarily due to a $14.3 million drop in DTC revenue resulting from decreased customer demand amid rising interest rates and inflation[333] - The net loss widened to $40.6 million from $13.8 million, driven by lower sales and a $5.5 million increase in net interest expense, which was partially offset by a positive change in the fair market value of warrant liability[340][342] Consolidated Statements of Operations (in thousands) | | 2024 | 2023 | | :--- | :--- | :--- | | Net Sales | $50,645 | $64,392 | | Cost of Goods Sold | $39,019 | $48,946 | | Gross Profit | $11,626 | $15,446 | | Total Operating Expenses | $37,385 | $42,875 | | Loss From Operations | ($25,759) | ($27,429) | | Total Other (Expense) Income | ($14,856) | $13,586 | | Net Loss | ($40,615) | ($13,817) | Net Sales by Channel (in thousands) | Channel | 2024 | 2023 | | :--- | :--- | :--- | | DTC | $22,616 | $36,875 | | OEM | $27,612 | $27,517 | | Licensing Revenue | $417 | $0 | | Total Net Sales | $50,645 | $64,392 | Liquidity and Capital Resources With $4.8 million in cash and recurring losses, the company faces substantial doubt about its going concern ability, despite recent financing, debt amendments deferring payments, and ongoing use of its ChEF Equity Facility - As of December 31, 2024, the company had $4.8 million in cash and cash equivalents, a decrease from $12.7 million at the end of 2023[360][524] - Management concluded there is significant doubt about the Company's ability to continue as a going concern due to recurring losses, negative cash flow, and uncertainty surrounding future revenue realization, despite recent financing and debt restructuring[383][518][550] - In February 2025, the company amended its Term Loan to extend the maturity date to October 2027, defer all principal and interest payments to April 2026, and remove most financial covenants for the next 1.5 years[382][549] Cash Flow Summary (in thousands) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($7,182) | ($17,706) | | Net Cash Used in Investing Activities | ($2,729) | ($6,885) | | Net Cash Provided by Financing Activities | $2,047 | $19,523 | Critical Accounting Estimates The company's critical accounting estimates involve significant management judgment for inventory valuation, income taxes, lease accounting, and revenue recognition for license arrangements - Key critical accounting estimates include Inventory Valuation, Income Taxes (especially the valuation allowance for deferred tax assets), Leases (determining the incremental borrowing rate), and the revenue recognition for License Arrangements[346][347][348][352][353] Item 9A. Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024, having implemented remediation measures for prior tariff accounting weaknesses - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were effective[398] - Based on an evaluation using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2024[401] - The company has implemented remediation measures for the material weaknesses identified in the prior year, focusing on designing new controls to correctly capture, record, and pay tariffs on imported merchandise[402][406] Part III Item 10. Directors, Executive Officers and Corporate Governance The company's leadership includes CEO Dr. Denis Phares, with a seven-member Board of Directors divided into three staggered classes, six of whom are independent, and a Code of Business Conduct and Ethics in place - The Board of Directors is composed of seven members, divided into three staggered classes, with terms expiring in 2025, 2026, and 2027[421][424] - The Board has determined that six of its directors (Rick Parod, Perry Boyle, Jonathan Bellows, Karina Montilla Edmonds, Brian Nelson, and Luisa Ingargiola) are independent under Nasdaq rules[489] - The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each with a designated charter and independent members[423] Item 11. Executive Compensation Executive compensation, overseen by the Compensation Committee, includes base salaries, bonuses, and long-term incentives for named executive officers, with CEO Denis Phares receiving $622,000 in 2024, and non-employee directors receiving cash retainers and equity awards - Employment agreements for named executive officers include base salaries, eligibility for annual bonuses, and annual long-term incentive awards, along with severance benefits upon certain termination events[443][444] - Non-Employee Director compensation includes an annual cash retainer of $58,800, additional retainers for lead director and committee chair roles, and an expected annual equity award valued at $100,000[459][460][461] 2024 Summary Compensation Table | Name and Principal Position | Year | Salary ($) | Total ($) | | :--- | :--- | :--- | :--- | | Dr. Denis Phares (CEO, Interim CFO) | 2024 | 622,000 | 622,000 | | Wade Seaburg (CCO) | 2024 | 340,000 | 340,000 | | Tyler Bourns (CMO) | 2024 | 280,000 | 280,000 | | John Marchetti (Former CFO/SVP) | 2024 | 127,202 | 133,929 | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters As of March 31, 2025, Dr. Denis Phares and Dynavolt Technology are the largest beneficial owners, with all executive officers and directors collectively owning 25.82% of common stock, and securities are authorized for issuance under equity compensation plans - As of December 31, 2024, there were 850,738 securities remaining available for future issuance under equity compensation plans approved by security holders[476] Beneficial Ownership (as of March 31, 2025) | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | | :--- | :--- | :--- | | Dynavolt Technology (HK) Ltd. | 1,313,434 | 17.31% | | Dr. Denis Phares | 1,802,303 | 23.75% | | All Executive Officers and Directors as a group (10 persons) | 1,959,741 | 25.82% | Item 13. Certain Relationships and Related Transactions, and Director Independence The company engaged in related party transactions, including short-term promissory notes with director Brian Nelson, and has a formal policy for reviewing such transactions, with six of its seven directors deemed independent - The company issued short-term promissory notes to director Brian Nelson on three occasions: a $1.0 million note in March 2023, a $1.0 million note in January 2024, and a $1.7 million note in February 2024, all repaid shortly after issuance[480][481][482] - The Board has a formal written policy for reviewing, approving, or ratifying related person transactions, with oversight provided by the Audit Committee[483][486] - The Board of Directors has determined that six of its directors are independent as defined by Nasdaq rules[489] Item 14. Principal Accountant Fees and Services Marcum LLP served as the independent auditor, with audit fees totaling $605,440 in 2024, and the Audit Committee pre-approves all audit and permitted non-audit services - The Audit Committee has a policy to pre-approve all audit and permitted non-audit services provided by the independent registered public accounting firm[493] Accountant Fees (in thousands) | Fee Category | 2024 | 2023 | | :--- | :--- | :--- | | Audit fees | $605,440 | $468,517 | | Audit-related fees | $0 | $0 | | Tax fees | $0 | $0 | | All other fees | $0 | $0 | | Total Fees | $605,440 | $468,517 | Part IV Item 15. Exhibit and Financial Statement Schedules This section lists the consolidated financial statements and a comprehensive set of exhibits filed as part of the Annual Report on Form 10-K, with schedules omitted if not applicable or included elsewhere - This section incorporates by reference the consolidated financial statements and lists all exhibits filed with the report, such as the merger agreement, articles of incorporation, bylaws, warrant agreements, material contracts, and executive certifications[496][499] Item 16. Form 10-K Summary The company has not provided a summary for its Form 10-K - None[506] Financial Statements Consolidated Balance Sheets As of December 31, 2024, total assets remained consistent at $75.2 million, but total liabilities sharply increased to $84.6 million, resulting in a stockholders' deficit of $9.4 million Consolidated Balance Sheets (in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Current Assets | $32,925 | $55,920 | | Cash and cash equivalents | $4,849 | $12,713 | | Inventory | $21,716 | $38,778 | | Total Assets | $75,214 | $75,204 | | Current Liabilities | $21,855 | $40,377 | | Notes payable, current portion | $0 | $19,683 | | Total Liabilities | $84,618 | $47,292 | | Total Stockholders' (Deficit) Equity | ($9,404) | $27,912 | Consolidated Statements of Operations For FY2024, net sales decreased to $50.6 million, leading to a gross profit of $11.6 million and a significant net loss of $40.6 million, or ($5.91) per share, primarily due to increased net interest expense Consolidated Statements of Operations (in thousands, except per share data) | | 2024 | 2023 | | :--- | :--- | :--- | | Net Sales | $50,645 | $64,392 | | Gross Profit | $11,626 | $15,446 | | Loss From Operations | ($25,759) | ($27,429) | | Net Loss | ($40,615) | ($13,817) | | Loss Per Share - Basic & Diluted | ($5.91) | ($2.36) | Consolidated Statements of Cash Flows In 2024, net cash used in operating activities improved to $7.2 million, with $2.7 million used in investing and $2.0 million provided by financing, resulting in a net decrease of $7.9 million in cash, ending the year with $4.8 million Consolidated Statements of Cash Flows (in thousands) | | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($7,182) | ($17,706) | | Net Cash Used in Investing Activities | ($2,729) | ($6,885) | | Net Cash Provided by Financing Activities | $2,047 | $19,523 | | Net Decrease in cash and cash equivalents | ($7,864) | ($5,068) | | Cash and cash equivalents - end of year | $4,849 | $12,713 |