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:

 SCHEDULE OF BREAKOUT OF OPERATING LEASES   

   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:

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER OPERATING LEASES   

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 

 

 SCHEDULE OF LEASE COST

Lease cost  Classification  2024   2023 
      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:

 SCHEDULE OF BREAKOUT OF FINANCE LEASES   

   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:

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCE LEASES   

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 YearFiled
2024Mar 31, 2025Showing above
2023Apr 16, 2024
2021Mar 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.