UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.
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(State or other jurisdiction of |
(I.R.S. Employer |
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(Address of Principal Executive Offices, including zip code) |
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(Registrant’s telephone number, including area code)
N/A
(Former name and address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
As of November 7, 2023, there were
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, | December 31, | ||||||||
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2023 |
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2022 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
$ |
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| Financial investments |
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Related party receivables |
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Other current assets |
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Total current assets |
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| Property, plant & equipment, net |
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| Right-of-use assets, net |
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| Other non-current assets |
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Total assets |
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$ |
$ |
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LIABILITIES AND EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
$ |
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Related party payables |
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Derivative financial instruments |
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Other current payables |
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Total current liabilities |
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| Long-term debt |
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Total liabilities |
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| Equity |
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| Common stock, $ |
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| Additional paid-in capital | |||||||||
| Accumulated deficit | ( |
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| Total equity | |||||||||
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Total liabilities and equity |
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$ |
$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
| Three Months Ended | Nine Months Ended | ||||||||||||||
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September 30, |
September 30, |
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| 2023 |
2022 |
2023 | 2022 | ||||||||||||
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Operating expenses |
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Research and development |
$ | $ | $ | $ | |||||||||||
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Selling, general and administrative |
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| New Warrants expenses |
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Loss from operations |
( |
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| (Loss)/gain from change in fair value of derivative liabilities |
( |
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Financial investment income |
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Other financial gain, net |
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Loss before income taxes |
( |
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Income tax expense |
( |
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Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ |
( |
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| Weighted-average number of shares outstanding – basic and diluted | |||||||||||||||
| Net loss per share basic and diluted | $ |
( |
) | $ |
( |
) | $ |
( |
) | $ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
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September 30, |
September 30, |
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2023 | 2022 | 2023 | 2022 | ||||||||||||
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Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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Total comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
| Common Stock | ||||||||||||||||||||||||
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Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Equity |
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| Balance as of December 31, 2021 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Separation-related adjustment | - | - | ( |
) | - | ( |
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| Balance as of January 1, 2022 | $ | $ | $ | ( |
) | $ | $ |
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| Net loss | - | - | - |
( |
) | - |
( |
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| Contributions from Parent | - | - | - | - | ||||||||||||||||||||
| Balance as of March 31, 2022 | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Net loss | - | - | - | ( |
) | - | ( |
) | ||||||||||||||||
| Reclassification of Public Warrants from liability to equity | - | - | - | - | ||||||||||||||||||||
| Issuance of fully vested New Warrants | - | - | - | - | ||||||||||||||||||||
| Issuance of common stock upon reverse recapitalization, net of fees | - | - | ||||||||||||||||||||||
| Share-based compensation and issuance of stock | - | - | ||||||||||||||||||||||
| Exercise of warrants held by PIPE investor | - | - | ||||||||||||||||||||||
| Share-based payment with non-employees | - | - | - | - | ||||||||||||||||||||
| Contributions from Parent | - |
- |
( |
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| Balance as of June 30, 2022 | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
| Net loss (as restated) |
- | - | - | ( |
) | - | ( |
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| Issuance of New Shares |
- | - | ||||||||||||||||||||||
| Issuance of fully vested New Warrants | - | - | - | - | ||||||||||||||||||||
| Issuance of restricted stock and restricted stock expense | - | - | - | - | ||||||||||||||||||||
| Share based payment with non-employees | - | - | - | - | ||||||||||||||||||||
| Balance as of September 30, 2022 | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
| Common Stock | ||||||||||||||||||||
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Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Total Equity |
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| Balance as of December 31, 2022 | $ |
$ |
$ |
( |
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| Net loss |
- | - | - | ( |
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| Share-based compensation | - | - | - | |||||||||||||||||
| Share-based payment with non-employees | - | - | - | |||||||||||||||||
| Balance as of March 31, 2023 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss |
- | - | - | ( |
) | ( |
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| Share-based compensation and issuance of stock | - | |||||||||||||||||||
| Balance as of June 30, 2023 |
$ | $ | $ |
( |
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| Net loss |
- | - | - | ( |
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| Exercise of public warrants |
- | - | ||||||||||||||||||
| Share-based compensation and issuance of stock | - | |||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | ( |
) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | ||||||||
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September 30, |
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2023 |
2022 |
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Cash flows from operating activities: |
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Net loss |
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$ | ( |
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$ |
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Adjustments to reconcile net loss to net cash used by operating activities: |
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| Depreciation and loss on disposal of property |
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| Non-cash lease expenses |
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| Amortization of debt issuance costs |
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| Unrealized (gain) on exchange rate translation | ( |
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| Share-based compensation |
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| Warrant expenses |
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| Change in fair value of derivative financial instruments | ( |
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| Changes in operating assets and liabilities: | ||||||||
| Accrued interest on financial investments, net |
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| Accrued interest on related party loan receivable, net |
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Other assets |
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Related party receivables |
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Accounts payable |
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Other payables |
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Net cash used by operating activities |
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| Cash flows from investing activities: | ||||||||
| Redemptions of financial investments |
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| Purchases of financial investments |
( |
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| Related party loan | ( |
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| Expenditures for property, plant and equipment |
( |
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| Net cash provided (used) by investing activities | ( |
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| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of debt | ||||||||
| Non-creditor debt issuance costs |
( |
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| Tax withholding on share-based compensation |
( |
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| Capital contribution net of transaction costs reimbursed to Zanite | ||||||||
| Transaction Costs reimbursed to parent | ( |
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| Distribution to parent, net | ( |
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| Proceeds from exercise of public warrants |
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| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( |
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| (Decrease) increase in cash and cash equivalents |
( |
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Cash and cash equivalents at the beginning of the period |
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Cash and cash equivalents at the end of the period |
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$ |
$ |
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Supplemental disclosure of cash information |
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| Cash paid for: |
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| Income taxes |
$ |
$ |
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| Supplemental disclosure of other non-cash investing and financing activities | ||||||||
| Recognition of the Right-of-use assets and operating lease liabilities |
$ | $ | ||||||
| Issuance of common stock for vested Restricted Stock Units |
$ |
$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
Note 1 – Organization and Nature of Business
Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve,” “Eve Holding,” the “Company,” “we,” “us,” or “our”), is an aerospace company that is dedicated to accelerating the urban air mobility (“UAM”) ecosystem. Benefitting from a startup mindset and with a singular focus, Eve is taking a holistic approach to progressing the UAM ecosystem with an advanced electric vertical take-off and landing (“eVTOL”) project, a comprehensive global services and support network, and a unique air traffic management solution. The Company is organized in Delaware with operations in Melbourne, Florida and São Paulo, Brazil.
The Company is a former blank check company incorporated on November 19, 2020, under the name Zanite Acquisition Corp. (“Zanite”) as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Business Combination
On December 21, 2021, Zanite entered into a Business Combination Agreement (the “BCA”), with Embraer S.A., a Brazilian corporation (“sociedade anonima”) (“ERJ”), Embraer Aircraft Holding, Inc., a Delaware corporation (“EAH”) wholly owned by ERJ, and EVE UAM, LLC, a Delaware limited liability company (“Eve Sub”), a former subsidiary of EAH, that was formed for purposes of conducting the UAM business. For transactions beyond the Business Combination (as defined below) and initial financing, ERJ and EAH are collectively referred to as “Embraer.”
On May 9, 2022, the closing (the “Closing”) of the transactions contemplated by the BCA occurred (“Business Combination”). Pursuant to the BCA, Zanite issued
Financing
On December 21, 2021, December 24, 2021, March 9, 2022, March 16, 2022, and April 4, 2022, in connection with the Business Combination, Zanite entered into subscription agreements or amendments thereto (as amended from time to time, the “Subscription Agreements”) with certain investors, including certain strategic investors and/or investors with existing relationships with ERJ (the “Strategic Investors”), Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and EAH (collectively, the “PIPE Investors”), pursuant to which and on the terms and subject to the conditions of which, Zanite agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing, an aggregate of
Accounting Treatment of the Business Combination
The Business Combination was accounted for as a reverse recapitalization, equivalent to the issuance of shares by Eve Sub for the net monetary assets of Zanite accompanied by a recapitalization. Accordingly, the consolidated assets, liabilities, and results of operations of Eve Sub became the historical financial statements of the Company. The assets, liabilities, and results of operations of Zanite were consolidated with Eve Sub beginning on the Closing date. For accounting purposes, these financial statements of the Company represent a continuation of the financial statements of Eve Sub. The net assets of Zanite were recorded at historical costs with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Eve Sub.
Both Embraer and Zanite’s sponsors incurred costs in connection with the business combination (“Transaction Costs”). The Transaction Costs that were determined to be directly attributable and incremental to the Company, and as the primary beneficiary of these expenses, were deferred and recorded as other assets in the balance sheet until the Closing. Such costs were subsequently recorded either as an expense of the Business Combination or a reduction of cash contributed with a corresponding reduction of additional paid-in capital if they were attributable to one or multiple sub-transactions of the Business Combination.
After the Closing, EAH did not lose control over Eve Sub as EAH still held approximately
The Company’s unaudited condensed consolidated financial statements included in this report reflect (i) the historical operating results of Eve Sub prior to the Business Combination on May 9, 2022, prepared on a carve-out basis, (ii) the combined results of Eve Sub and Zanite following the Closing, (iii) the assets and liabilities of Eve Sub at their historical cost, and (iv) the Company’s retroactive recast of the equity structure recapitalization including EPS for all periods presented.
Until the Closing date on May 9, 2022, the condensed consolidated financial statements of Eve Sub reflect the assets, liabilities and expenses that management determined to be specifically attributable to Eve Sub, as well as allocations of certain corporate level assets, liabilities and expenses, deemed necessary to fairly present the financial position, results of operations and cash flows of Eve, as discussed further below. Management believes that the assumptions used as basis for the allocations of expenses, direct and indirect, as well as assets and liabilities in the condensed consolidated financial statements are reasonable. However, these allocations may not be indicative of the actual amounts that would have been recorded had Eve operated as an independent, publicly traded company for the periods presented.
The accompanying condensed consolidated financial statements are presented in US Dollars, unless otherwise noted, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities Exchange Commission (“SEC”) for interim financial reporting.
Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The unaudited condensed consolidated financial statements herein should be read in conjunction with our audited consolidated financial statements and notes thereto included within our most recent Annual Report on Form 10-K. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented. All intercompany balances and transactions were eliminated in consolidation. Certain columns and rows may not add due to rounding.
The information presented under Debt updates our Significant Accounting Policies information presented in our most recent Annual Report on Form 10-K to reflect the debt agreement Eve entered into during the nine months ended September 30, 2023.
Change in Carve-Out Methodology
Prior to the separation from Embraer, Eve Sub has historically operated as part of Embraer and not as a standalone company. Therefore, a carve-out methodology was necessary to prepare historical financial statements since Eve Sub’s inception in 2017 until the Closing on May 9, 2022. For reporting periods prior to and for the year ended December 31, 2021, the management approach was used as the carve-out methodology. The management approach takes into consideration the assets that were being transferred to determine the most appropriate financial statement presentation. A management approach may also be appropriate when a parent entity needs to prepare financial statements for the sale of a legal entity, but prior to divestiture, certain significant operations of the legal entity are contributed to the parent in a common control transaction.
The Master Service Agreement (“MSA”) and Shared Service Agreement (“SSA”) were executed on December 14, 2021. Beginning January 1, 2022, Embraer started charging Eve Sub for most of the expenses Eve Sub previously carved out. Refer to Note 5 – Related Party Transactions for information regarding these agreements. On the Closing date, Embraer concluded that all relevant assets and liabilities were contributed to Eve Sub. Based on the direct charges under the MSA and SSA and the transfer of assets and liabilities to Eve Sub, the Company determined it to be appropriate to change the carve-out methodology to the legal entity approach. The legal entity approach is often appropriate in circumstances when the transaction structure is aligned with the legal entity structure of the divested entity. The Company applied the legal entity approach beginning January 1, 2022 until the Closing date May 9, 2022. For activity after the Closing date, no carve-out adjustments were necessary in preparation of Eve’s condensed consolidated financial statements.
The Company has recorded the impacts of the change in carve-out methodology from the management approach to the legal entity approach as adjustments (“Separation-Related Adjustments”) to the January 1, 2022 beginning balance sheet and not as a period activity attributable to the twelve month period ended December 31, 2022. The January 1, 2022 beginning balance sheet adjustments from the December 31, 2021 balances were as follows:
Separation-related Adjustments
| December 31, | Separation-Related |
January 1, | |||||||||
| | 2021 | Adjustments | 2022 | ||||||||
| ASSETS | |
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| Current assets: | |||||||||||
| Cash and equivalents | $ | $ |
( |
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| Related party receivables | |||||||||||
| Other current assets | ( |
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| Total current assets | ( |
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| Capitalized software, net | ( |
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| Total non-current assets | ( |
) | |||||||||
| Total assets | $ | $ | ( |
) | $ | ||||||
| LIABILITIES AND NET PARENT EQUITY |
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| Current liabilities: | |||||||||||
| Accounts payable |
( |
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| Related party payables |
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| Derivative financial instruments | ( |
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| Other payables |
( |
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| Total current liabilities | |||||||||||
| Other non-current payables | ( |
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| Total non-current liabilities | ( |
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| Total liabilities | ( |
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| Net parent equity: | |||||||||||
| Net parent investment | ( |
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| Accumulated other comprehensive loss | ( |
) | |||||||||
| Total net parent equity | ( |
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| Total liabilities and net parent equity | $ | $ | ( |
) | $ |
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Functional and Reporting Currency
Management has concluded that the US Dollar (“US Dollars,” “USD,” or “$”) is the functional and reporting currency of Eve. The balances and transactions of Eve Soluções de Mobilidade Aérea Urbana Ltda. ("Eve Brazil"), a direct wholly owned subsidiary of Eve based in Brazil, that were recorded in a Brazilian reais (“BRL” or “R$”) have been translated into the functional currency (USD) before being presented in the condensed consolidated financial statements.
Foreign currency gains and losses are related to transactions with suppliers recognized in USD, but settled in BRL. The financial impact is recognized in “Other financial gain, net” within the condensed consolidated statements of operations.
Prior Period Reclassification
We have reclassified certain prior period amounts to conform to the current period presentation. Exchange rate effects due to translation were reclassified from line items within “Changes in operating assets and liabilities” to “Unrealized gain on exchange rate translation” and “Effect of exchange rate changes on cash and cash equivalents” within the condensed consolidated statements of cash flows.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires the Company’s management to make estimates and judgments that affected the reported amounts of assets and liabilities and allocations of expenses. These judgments were based on the historical experience, management’s evaluation of trends in the industry and other factors that were deemed relevant at that time. The estimates and assumptions were reviewed on a regular basis and the changes to accounting estimates were recognized in the period in which the estimates were revised. The Company’s management recognize that the actual results could be materially different from the estimates. Under the legal entity approach, the significant estimates include, but are not limited to the measurement of warrants, fair value measurement and income taxes.
Debt
On January 23, 2023, Eve entered into a line of credit agreement. Any debt or borrowings from banks with an original maturity date falling within twelve months will be classified within current liabilities, as well as the current portion of any long-term debt. Debt or borrowings from banks with maturity dates greater than twelve months (long-term debt) will be classified within non-current liabilities, net of any current portion. Refer to Note 7 for additional information.
New Accounting Pronouncements Not Yet Adopted
There are no recent accounting pronouncements pending adoption that the Company expects will have a material impact on our condensed consolidated financial statements and related disclosures.
Cash and cash equivalents include deposits in Bank Deposit Certificates (“CDBs”) issued by financial institutions in Brazil that are immediately available for redemption and fixed term deposits in US Dollars with original maturities of 90 days or less. Balances consisted of the following:
| September 30, | December 31, | |||||||
| 2023 |
2022 |
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| Cash | $ | $ | ||||||
| CDBs | ||||||||
| Fixed deposits | ||||||||
| Total |
$ | $ | ||||||
Held to maturity (“HTM”) investments are recorded in the condensed consolidated balance sheets at amortized cost. These investments include time deposits with original maturities of