Dragonfly Energy Holdings Corp. Commitments Disclosure
Note 5 - COMMITMENTS AND CONTINGENCIES
Litigation
From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, governmental actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of the Company’s management, could reasonably be expected to have a material adverse effect on the Company’s business and financial condition.
Operating Leases
The Company has leases related to the main office, warehouse space, research and development lab, engineering office, and sales office, all located in Reno, Nevada. The leases require annual escalating monthly payments ranging from $111 to $309. On February 2, 2022, the Company entered into a 124-month lease agreement in Reno, Nevada. The lease calls for monthly base rent of $230, $23 of fixed operating expense costs, and estimated monthly property taxes of $21. The monthly base rent and fixed operating expense costs are subject to escalation of 3% and 2.4%, respectively, on an annual basis. A certificate of substantial completion has been issued and the lease commencement date was March 25, 2024. The Company began paying monthly rent under the lease on July 24, 2024.
On April 12, 2024 the Company entered into a lease agreement, pursuant to which the Company agreed to lease an approximately 64,000 square foot facility (the “Premises”) located in Fernley, Nevada, to be used for general, warehousing, assembly/light manufacturing, painting of products, storage fulfillment, distribution of the Company’s products, and other uses as permitted under the Fernley Lease Agreement (the “Fernley Lease Agreement”). The effective date of the lease is April 1, 2024 (the “Lease Commencement Date”). However, the initial term of the Fernley Lease Agreement (the “Term”) is for a period of sixty (60) months, effective June 1, 2024 (the “Rent Commencement Date”). The base rent for the Premises, payable monthly, is $45 for the first ten months, starting June 1, 2024, and is subject to a three percent (3.0%) increase on the anniversary of the Lease Commencement Date each year. The Company also will be responsible for twenty-five percent (25%) of any operating expenses, taxes and insurance expenses incurred by the Landlord in connection with the building in which the Premises are located (the “Expenses”) as well as utility expenses. The Expenses are subject to recalculation and increase upon the completion of the Initial Improvements (as defined in the Fernley Lease Agreement). The Landlord is responsible for completing the Initial Improvements. The Fernley Lease Agreement also contains customary default provisions allowing the Landlord to terminate the Fernley Lease Agreement if the Company fails to cure certain breaches of its obligations under the Fernley Lease Agreement within a specified period of time upon written notice to the Company. Concurrent with the execution of the Fernley Lease Agreement, the Company paid the Landlord a security deposit of $50.
Dragonfly Energy Holdings Corp.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)
Note 5 - Commitments and Contingencies (continued)
The following table presents the breakout of the operating leases as of:
| December 31, 2024 | December 31, 2023 | |||||||
| Operating lease right-of-use assets | $ | 19,737 | $ | 3,315 | ||||
| Short-term operating lease liabilities | 2,926 | 1,288 | ||||||
| Long-term operating lease liabilities | 22,588 | 2,234 | ||||||
| Total operating lease liabilities | $ | 25,514 | $ | 3,522 | ||||
| Weighted average remaining lease term | 8.46 years | 2.6 years | ||||||
| Weighted average discount rate | 7.86 | % | 5.2 | % | ||||
Assumptions used in determining our incremental borrowing rate include our implied credit rating and an estimate of secured borrowing rates based on comparable market data.
At December 31, 2024, the future minimum lease payments under these operating leases are as follows:
| Fiscal Years Ending | ||||
| December 31, 2025 | $ | 4,817 | ||
| December 31, 2026 | 4,376 | |||
| December 31, 2027 | 3,588 | |||
| December 31, 2028 | 3,695 | |||
| December 31, 2029 | 3,443 | |||
| Thereafter | 15,883 | |||
| Total lease payments | 35,802 | |||
| Less imputed interest | 10,288 | |||
| Total operating lease liabilities | $ | 25,514 |
| For The Years Ended December 31, | ||||||||||
| Lease cost | Classification | 2024 | 2023 | |||||||
| Operating lease cost | Cost of goods sold | $ | 1,579 | $ | 1,393 | |||||
| Operating lease cost | Research and development | 520 | 90 | |||||||
| Operating lease cost | General and administration | 2,291 | 47 | |||||||
| Operating lease cost | Selling and marketing | 47 | 47 | |||||||
| Total lease cost | $ | 4,437 | $ | 1,577 | ||||||
All lease costs included in the schedule above are fixed.
Dragonfly Energy Holdings Corp.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)
Note 5 - Commitments and Contingencies (continued)
Financing Leases
The Company entered into finance lease agreements for equipment to support the Company’s operations. Payments under the finance lease agreements are fixed for a term of 3-5 years. The leased assets are recognized in property plant & equipment.
The following table presents the breakout of the financing leases as of:
| December 31, 2024 | December 31, 2023 | |||||||
| Finance lease right-of-use assets | $ | 121 | $ | 106 | ||||
| Short-term finance lease liabilities | 47 | 36 | ||||||
| Long-term finance lease liabilities | 63 | 66 | ||||||
| Total finance lease liabilities | $ | 110 | $ | 102 | ||||
| Weighted average remaining lease term | 2.78 years | 2.7 years | ||||||
| Weighted average discount rate | 5.2 | % | 5.2 | % | ||||
Assumptions used in determining our incremental borrowing rate include our implied credit rating and an estimate of secured borrowing rates based on comparable market data.
At December 31, 2024, the future minimum lease payments under these financing leases are as follows:
| Fiscal Years Ending | ||||
| December 31, 2025 | $ | 52 | ||
| December 31, 2026 | 37 | |||
| December 31, 2027 | 18 | |||
| December 31, 2028 | 9 | |||
| December 31, 2029 | 2 | |||
| Total lease payments | 118 | |||
| Less imputed interest | 8 | |||
| Total financing lease liabilities | $ | 110 |
Other Contingencies
See Note 7 for further discussion regarding contingent consideration arising from the April 2022 Asset Purchase agreement with Thomason Jones Company, LLC.
Dragonfly Energy Holdings Corp.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data)
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 31, 2025 | Showing above |
| 2023 | Apr 16, 2024 | |
| 2021 | Mar 29, 2022 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.