Phoenix Motor Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Phoenix Motor Inc. has filed its 2023 annual report (10-K) detailing its financial performance and business operations.</b>

AI Summary

PHOENIX MOTOR INC. (PEVM) filed a Annual Report (10-K) with the SEC on April 15, 2024. Phoenix Motor Inc. filed its 2023 Form 10-K on April 15, 2024. The filing covers the fiscal year ending December 31, 2023. Key dates include a private placement on January 4, 2024, and another on January 29, 2024. The company's business address is 401 South Doubleday Avenue, Ontario, CA 91761. The SIC code for Phoenix Motor Inc. is 3713 (Truck & Bus Bodies).

Why It Matters

For investors and stakeholders tracking PHOENIX MOTOR INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Phoenix Motor Inc.'s financial health, operational activities, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. The inclusion of details on private placements and stock options offers insights into the company's capital-raising activities and equity compensation strategies, important for understanding shareholder value and dilution.

Risk Assessment

Risk Level: medium — PHOENIX MOTOR INC. shows moderate risk based on this filing. The company's financial performance and operational details are complex and require careful analysis, with specific figures for revenue, net income, and debt not readily available in this excerpt, indicating a need for deeper review.

Analyst Insight

Investors should review the full 10-K filing to understand Phoenix Motor Inc.'s financial performance, including revenue streams, profitability, and debt levels, to make informed investment decisions.

Revenue Breakdown

Key Numbers

• 20231231 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 20240415 — Filing Date (FILED AS OF DATE)
• 3713 — SIC Code (STANDARD INDUSTRIAL CLASSIFICATION)
• 001-41414 — SEC File Number (SEC FILE NUMBER)
• 2024-01-04 — Private Placement Date (Subsequent Event)
• 2024-01-29 — Private Placement Date (Subsequent Event)
• 2022-06-08 — IPO Date (IPO)
• 2023-12-31 — Year End Date (Retained Earnings)

Key Players & Entities

• PHOENIX MOTOR INC. (company) — FILER
• 20231231 (date) — CONFORMED PERIOD OF REPORT
• 20240415 (date) — FILED AS OF DATE
• 401 SOUTH DOUBLEDAY AVENUE (address) — BUSINESS ADDRESS
• ONTARIO (location) — CITY
• CA (location) — STATE
• 91761 (postal_code) — ZIP
• SpiEnergy Co.Ltd (company) — Related Party

FAQ

Risk Factors

• Impairment of Long-Lived Assets [medium — financial]: The company may need to recognize impairment losses on long-lived assets that are held for disposal.

Key Financial Figures

• $0.0004 — ch Registered Common Stock, par value $0.0004 per share PEV NASDAQ Capital Market
• $17.7 million — vehicles. The order backlog represents $17.7 million of revenue. 1 Table of Contents Rec
• $3.5 million — t Business Unit for a purchase price of $3.5 million. The Company also assumed certain of Pr
• $6.5 million — ease Agreements for a purchase price of $6.5 million. Our Strategies In addressing the ma
• $0.4 million — m Facility is leased by us at a rent of $0.4 million per year and comprises 39,043 square fe
• $1.3 million — Facility is leased by use at a rent of $1.3 million per year and the lease on Greenville Fa

Filing Documents

• pev-20231231x10k.htm (10-K) — 2138KB
• pev-20231231xex4d3.htm (EX-4.3) — 23KB
• pev-20231231xex23d1.htm (EX-23.1) — 3KB
• pev-20231231xex31d1.htm (EX-31.1) — 14KB
• pev-20231231xex31d2.htm (EX-31.2) — 13KB
• pev-20231231xex32d1.htm (EX-32.1) — 8KB
• pev-20231231xex97.htm (EX-97) — 25KB
• 0001410578-24-000471.txt (&nbsp;) — 9955KB
• pev-20231231.xsd (EX-101.SCH) — 84KB
• pev-20231231_cal.xml (EX-101.CAL) — 93KB
• pev-20231231_def.xml (EX-101.DEF) — 237KB
• pev-20231231_lab.xml (EX-101.LAB) — 713KB
• pev-20231231_pre.xml (EX-101.PRE) — 540KB
• pev-20231231x10k_htm.xml (XML) — 1446KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 5 Item 1B. Unresolved Staff Comments 22 Item 1C. Cybersecurity 22 Item 2.

Properties

Properties 23 Item 3.

Legal Proceedings

Legal Proceedings 23 Item 4. Mine Safety Disclosures 23 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. [Reserved] 24 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 33 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 34 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 34 Item 9A.

Controls and Procedures

Controls and Procedures 34 Item 9B. Other Information 35 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 35 PART III Item 10. Directors, Executive Officers and Corporate Governance 36 Item 11.

Executive Compensation

Executive Compensation 40 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 43 Item 13. Certain Relationships and Related Transactions, and Director Independence 46 Item 14. Principal Accounting Fees and Services 47 PART IV Item 15. Exhibits and Financial Statement Schedules 49 Item 16. Form 10-K Summary 51

Signatures

Signatures 52 i Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 10-K for the fiscal year ended December 31, 2023, and information we provide in our press releases, telephonic reports and other investor communications, including those on our website, contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), which are subject to risks, uncertainties, and assumptions that are difficult to predict. All statements in this annual report on Form 10-K, other than statements of historical fact, are forward-looking statements. These forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements, among other things, with respect to anticipated future events, including anticipated trends and developments in and management plans for our business and the markets in which we operate and plan to operate; future financial results, operating results, revenues, gross profit, operating expenses, projected costs, and capital expenditures; sales and marketing initiatives; competitive position; and liquidity, capital resources, and availability of future equity capital on commercially reasonable terms. Forward-looking statements can be identified by the use of words such as "expect," "plan," "will," "may," "anticipate," "believe," "estimate," "should," "intend," "forecast," "project" the negative or plural of these words, and other comparable terminology. Our forward-looking statements are only predictions based on our current expectations and our projections about future events. All forward-looking statements included in this annual report on Form 10-K are based upon information available to us as of the filing date of this annual report on Form 10-K. You should not place undue relian

Business

ITEM 1. Business Overview Phoenix Motor Inc., doing business as "Phoenix Motorcars" through its wholly owned subsidiaries, Phoenix Cars LLC, Phoenix Motorcars Leasing LLC, and EdisonFuture Motor, Inc., is a leading electrification solutions provider for the commercial vehicle industry as well as other industries. Phoenix designs, develops, manufactures, assembles, and integrates electric drive systems and light and medium duty electric vehicles ("EVs"), with an aim to reduce carbon intensity and greenhouse gas ("GHG") emissions. The Company operates two primary brands, "Phoenix Motorcars" which is focused on commercial products including medium duty electric vehicles, chargers and electric forklifts, and "EdisonFuture" which intends to offer light-duty electric vehicles. As an EV pioneer, we launched our first medium-duty electric drivetrain in 2009 and delivered our first commercial EV in 2014. In 2019, we launched our second generation ("Gen 2") High Power Drive System for the Ford E450 chassis, the E-200. Since April 2021, we have been in production of our third generation ("Gen 3") drivetrain (E-300). We are currently scheduled to release our fourth generation ("Gen 4") drivetrain in mid-2024, which is expected to allow for substantially higher production volumes and achieve significant cost reduction. Over the last six years we have developed and deployed for our customers all-electric shuttle buses, utility trucks, service trucks, cargo trucks and flatbed trucks. This differentiates us in the market where most commercial EV manufacturers are still in the prototype phase. As of December 31, 2023, we have delivered a total of 134 EVs to more than 46 customers, representing what we believe is the largest number of Class 4 cutaway medium duty electric shuttle bus deployments in the U.S. and the most electric vehicles deployed on the Ford E-Series chassis. With over four million zero-emission miles accumulatively driven by the vehicles we delivered, we have g

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