UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
|
|
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.
| (Exact name of registrant as specified in its charter) |
|
|
|
|
(State or other jurisdiction of |
(I.R.S. Employer |
|
| |
|
(Address of Principal Executive Offices, including zip code) | |
(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:
|
|
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
Large accelerated filer |
☐ |
|
☒ |
|
Non-accelerated filer |
☐ |
Smaller reporting company |
|
|
|
|
Emerging growth company |
|
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 May 7, 2024, there were
EVE HOLDING, INC.
EVE HOLDING, INC.
| March 31, | December 31, | ||||||||
|
|
|
2024 |
|
2023 |
|||||
|
ASSETS |
|
|
|
||||||
|
Current assets |
|
|
|||||||
|
Cash and cash equivalents |
|
$ |
$ |
|
|||||
| Financial investments |
|||||||||
|
Related party receivables |
|
|
|
||||||
| Related party loan receivable |
|||||||||
|
Other current assets |
|
|
|
||||||
|
Total current assets |
|
|
|
||||||
| Non-current assets | |||||||||
| Property, plant & equipment, net |
|||||||||
| Right-of-use assets, net |
|||||||||
| Deferred income tax, net | |||||||||
| Other non-current assets |
|||||||||
| Total non-current assets | |||||||||
|
Total assets |
|
$ |
$ |
|
|||||
|
LIABILITIES AND EQUITY |
|
|
|
||||||
|
Current liabilities |
|
|
|
||||||
|
Accounts payable |
|
$ |
$ |
|
|||||
|
Related party payables |
|||||||||
|
Derivative financial instruments |
|
|
|
||||||
|
Other current payables |
|
|
|
||||||
|
Total current liabilities |
|
|
|
||||||
| Non-current liabilities | |||||||||
| Long-term debt |
|||||||||
| Other non-current payables |
|||||||||
| Total non-current liabilities | |||||||||
|
Total liabilities |
|
|
|
||||||
| Commitments and contingencies (Note 16) | |||||||||
| Equity |
|||||||||
| Common stock, $ |
|||||||||
| Additional paid-in capital | |||||||||
| Accumulated deficit | ( |
) | ( |
) | |||||
| Total equity | |||||||||
|
Total liabilities and equity |
|
$ |
$ |
|
|||||
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 March 31, | ||||||
| 2024 |
2023 |
||||||
|
Operating expenses |
|||||||
|
Research and development expenses |
$ | $ | |||||
|
Selling, general and administrative expenses |
|||||||
|
Loss from operations |
( |
) | ( |
) | |||
| Gain/(loss) from the change in fair value of derivative liabilities | ( |
) | |||||
|
Financial investment income |
|||||||
| Related party loan interest income | |||||||
| Interest expense | ( |
) | |||||
|
Other (loss)/gain, net |
( |
) | |||||
|
Loss before income taxes |
( |
) | ( |
) | |||
|
Income tax expense |
|||||||
|
Net loss |
$ | ( |
) | $ | ( |
) | |
| Weighted-average number of shares outstanding – basic and diluted | |||||||
| Net loss per share – basic and diluted | $ |
( |
) | $ |
( |
) | |
|
|
Three Months Ended March 31, |
|||||||
|
|
2024 | 2023 | ||||||
|
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
Total comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
| Common Stock | ||||||||||||||||||||
|
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Total Equity |
||||||||||||||||
| Balance at December 31, 2022 |
|
$ | $ | $ | ( |
) | $ | |||||||||||||
| Net loss | - | - | - | ( |
) | ( |
) | |||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||
| Warrant expenses | - | - | - | |||||||||||||||||
| Balance as of March 31, 2023 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss | - | - | - | ( |
) | ( |
) | |||||||||||||
| Share-based compensation and issuance for vested awards | - | |||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( |
) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
|
|
|
Three Months Ended March 31, | ||||||
|
|
|
2024 |
2023 |
| ||||
|
Cash flows from operating activities |
|
|
|
|
| |||
|
Net loss |
|
$ | ( |
) |
$ |
( |
) | |
|
Adjustments to reconcile net loss to net cash used by operating activities |
|
|
|
| ||||
| Depreciation and amortization |
||||||||
| Non-cash lease expenses |
||||||||
|
Unrealized gain on the exchange rate changes |
( |
) | ( |
) | ||||
| Share-based compensation | ||||||||
| Warrant expenses |
||||||||
| Change in fair value of derivative financial instruments | ( |
) | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accrued interest on financial investments, net |
( |
) | ( |
) | ||||
| Accrued interest on related party loan receivable, net |
( |
) | ( |
) | ||||
|
Other assets |
|
( |
) |
|
|
|||
|
Related party receivables |
|
|
|
|||||
|
Accounts payable |
|
( |
) |
|
( |
) | ||
| Related party payables | ||||||||
|
Other payables |
|
|
|
| ||||
|
Net cash used by operating activities |
|
( |
) |
|
( |
) | ||
| Cash flows from investing activities | ||||||||
| Redemptions of financial investments |
||||||||
| Purchases of financial investments | ( |
) | ( |
) | ||||
| Expenditures for property, plant and equipment | ( |
) | ( |
) | ||||
| Net cash used by investing activities | ( |
) | ( |
) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from debt | ||||||||
| Non-creditor debt issuance costs |
( |
) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( |
) | ||||||
| Decrease in cash and cash equivalents | ( |
) | ( |
) | ||||
|
Cash and cash equivalents at the beginning of the period |
|
|
|
| ||||
|
Cash and cash equivalents at the end of the period |
|
$ |
$ |
|
| |||
|
Supplemental disclosure of cash information |
|
|
|
| ||||
| Cash paid for |
||||||||
| Income tax | $ |
$ |
||||||
| Interest | $ | $ | ||||||
| Supplemental disclosure of other non-cash investing and financing activities | ||||||||
| Property, plant & equipment expenditures in accounts payable and other accruals | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities |
$ | $ | ||||||
| Issuance of common stock for vested restricted stock units |
$ |
$ |
||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
Note 1 – Organization and Basis of Presentation
Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve,” 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.
Basis of Presentation
The condensed consolidated financial statements are presented in US Dollars, unless otherwise noted, and have been prepared in accordance with generally accepted accounting principles 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 2023 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.
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 recognizes that the actual results could be materially different from the estimates.
Prior Period Reclassification
We have reclassified certain prior period amounts to conform to the current period presentation. These reclassifications had no effect on the reported results of operations.
Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU are effective for our 2024 annual financial statements and interim periods beginning in 2025. The Company does not expect the adoption of this ASU will have a material impact on the consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This guidance establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing guidance. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024, although early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on our consolidated financial statements, but does not expect the adoption of this ASU will have a material impact on the 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:
| March 31, |
December 31, |
|||||||
| 2024 |
2023 |
|||||||
| Cash | $ | $ | ||||||
| CDBs | ||||||||
| Fixed deposits | ||||||||
| Total |
$ | $ | ||||||
The financial investments are classified as held-to-maturity (“HTM”) because management has the intent and ability to hold the securities until maturity. These investments include time deposits with original maturities of one year or less, but greater than
| March 31, 2024 | ||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| HTM securities, at cost: | ||||||||||||||||
| Time deposits | $ | $ | $ | ( |
) | $ | ||||||||||
| December 31, 2023 | ||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| HTM securities, at cost: | ||||||||||||||||
| Time deposits | $ | $ | $ | $ | ||||||||||||
Note 4 – Related Party Transactions
Relationship with Embraer
Embraer S.A., a Brazilian corporation (sociedade anônima) (“ERJ”), through one of its wholly owned subsidiaries Embraer Aircraft Holdings, Inc. (“EAH” and collectively “Embraer”), own approximately
Master Service Agreements and Shared Service Agreement In December 2021, the Company and Embraer entered into the Master Service Agreement (“MSA”) and Shared Service Agreement (“SSA”), and as a result, Embraer began charging the Company for research and development (R&D) and selling, general and administrative (SG&A) services, respectively. The initial terms for the MSA and SSA are
Corporate Costs Embraer incurs corporate costs for services provided to the Company. These costs include, but are not limited to, expenses for information systems, accounting, treasury, purchasing, human resources, legal, and facilities. These costs benefit Eve, but are not covered under the MSA or SSA. The corporate costs are allocated between the "Research and development expenses” and “Selling, general and administrative expenses” line items of the condensed consolidated statements of operations as appropriate.
Development Costs The Company has entered into supply agreements with Embraer entities and joint ventures that Embraer is a party to for the purchase of components and other materials consumed in development activities.
Related Party Receivables and Payables Certain employees have transferred from Embraer to the Company. On the transfer date of each employee, all payroll related accruals for the employee are transferred to the Company. Embraer is responsible for payroll related costs prior to the transfer date. The Company recognizes a receivable from Embraer for payroll costs incurred prior to the transfer date in the “Related party receivables” line of the condensed consolidated balance sheets. Fees and expenses in connection with the MSA, SSA, and other costs are payable within
Royalty-Free Licenses Under the MSA and SSA, the Company has a royalty-free license to access Embraer’s intellectual property to be used within the UAM market.
Leases The Company enters into agreements with Embraer to lease corporate office space and other facilities. Refer to Note 15 for more information.
Related Party Loan On August 1, 2022, the Company entered into a loan agreement (the “Loan Agreement”) with EAH in order to efficiently manage the Company’s cash at a rate of return that is favorable to the Company for an initial term of
Related Party Expenses
The following table summarizes the related party expenses for the presented periods:
| Three Months Ended |
||||||||
|
March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Research and development expenses | $ | $ | ||||||
| Selling, general and administrative expenses | ||||||||
| Total |
$ |
$ |
||||||
| March 31, |
December 31, | |||||||
|
2024 |
|
|
2023 |
| ||||
|
Development mockups |
|
$ |
|
|
|
$ |
|
|
| Leasehold improvements | ||||||||
| Construction in progress (“CIP”) |
||||||||
| Computer hardware |
||||||||
|
Total property, plant and equipment |
$ |
|
|
$ |
|
| ||
| Less: Accumulated depreciation |
( |
) | ( |
) | ||||
| Total property, plant and equipment, net | $ |
$ |
||||||
Other Current Payables
Other current payables are comprised of the following items:
| March 31, |
December 31, | ||||||||
|
|
2024 |
|
|
2023 |
|||||
| Accrued expenses |
$ | $ | |||||||
| Payroll accruals | |||||||||
|
Income tax payable |
|
|
|
|
|
|
|||
| Other payables |
|||||||||
|
Total |
|
$ |
|
|
$ |
|
|||
Other Non-Current Payables
Other non-current payables are comprised of the following items:
| March 31, | December 31, | ||||||||
|
|
2024 |
|
2023 |
||||||
|
Advances from customers (a) |
|
$ |
|
|
$ |
|
|||
| Payroll accruals | |||||||||
| Other payables |
|||||||||
|
Total |
|
$ |
|
|
$ |
|
|||
(a) Advances from customers relate to customers who have signed non-binding Letters of Intent to purchase eVTOLs.
In January 2023, the Company entered into a loan agreement (the “BNDES Loan Agreement”) with Banco Nacional de Desenvolvimento Economico e Social (“BNDES”), pursuant to which BNDES extended two loans with an aggregate borrowing availability of R$
The first loan (“Sub-credit A”), in the amount of R$
The Company’s long-term debt outstanding included:
| March 31, | December 31, | |||||||||||
| Title | Type | Interest Rate | 2024 | 2023 | ||||||||
| Sub-credit A | Term Loan | $ | $ | |||||||||
| Sub-credit B | Term Loan | (a) | ||||||||||
| Long-term debt principal | $ | $ | ||||||||||
| Unamortized debt issuance costs (b) | ( |
) | ( |
) | ||||||||
| Long-term debt | $ | $ |
| (a) | A fixed rate is determined for each draw on the loan, calculated as |
| (b) |
The long-term debt principal matures as follows:
| Sub-credit A | Sub-credit B | |||||||
| 2024 | $ | $ | ||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| Total | $ | $ |
As of March 31, 2024, Sub-credit A was fully drawn and $
Warrants Classified as Equity
Public Warrants
In connection with the Company's initial public offering on May 9, 2022 (“the Closing”),
New Warrants
The Company entered into warrant agreements with certain strategic private investment in public equity investors (“Strategic PIPE Investors”) and United Airlines Ventures, Ltd. (“United”), pursuant to which and subject to the terms and conditions of each applicable warrant agreement. The Company has issued or has agreed to issue to the Strategic PIPE Investors and United warrants (the “New Warrants”) to purchase an aggregate amount of (i)
Because the cash received for the common stock and New Warrants is significantly different from their fair value, management considers such warrants to have been issued other than at fair market value. Accordingly, such warrants represent units of account separate from the shares of common stock that were issued to the Strategic PIPE Investors and United in connection with their respective investment and therefore require separate accounting treatment.
Terms related to the issuance and exercisability of the New Warrants differ among the Strategic PIPE Investors and United and each New Warrant is independently exercisable such that the exercise of any individual warrant does not depend on the exercise of another. As such, management has concluded that all New Warrants meet the criteria to be legally detachable and separately exercisable and therefore freestanding.
(a) Potential lender/financier: Market Warrants were issued to potential lender/financier counterparties at Closing, vested immediately, and do not contain exercise contingencies. These warrants were determined to be within the scope of ASC 815, Derivatives and Hedging, and equity-classified. Fair value was measured and expensed at the issuance date. As long as these warrants continue to be classified as equity, subsequent fair value remeasurement is not required.
(b) Potential customers: Market and Penny Warrants issued or issuable to potential customers of Eve were determined to be within the scope of ASC 718, Compensation-Stock Compensation, for classification and measurement and ASC 606, Revenue from Contracts with Customers, for recognition. In accordance with ASC 718, these warrants were determined to be equity-classified. The Penny Warrants can be separated into
(c) Potential suppliers: Penny Warrants issued or issuable to potential suppliers of Eve, which are subject to the satisfaction of certain specified conditions, are accounted for as non-employee awards under ASC 718 and were determined to be equity-classified. The fair value of these warrants will be recognized as expense as products and/or services are received from the suppliers as if Eve paid cash for the respective transactions.
For the Contingent Warrants, the issuance and vesting of such warrants occurs upon the achievement of certain milestones, which include, as applicable, (a) receipt of the first type certification for eVTOL in compliance with certain airworthiness authorities, (b) receipt of the first binding commitment from a third-party to purchase an eVTOL jointly developed by Embraer and a certain Strategic Investor, (c) being a supplier at entry into service, (d) receipt of binding commitments from certain Strategic Investors for an aggregate
As of March 31, 2024, there were
The following table summarizes the Black-Scholes model inputs and assumptions:
|
|
|
|
May 9, |
|
|
Market Warrants with exercise price of $ |
|
|
2022 |
|
|
Share Price (S0) |
|
$ |
|
|
|
Maturity Date |
|
|
|
|
|
Time (T) - Years |
|
|
|
|
|
Strike Price (X) |
|
$ |
|
|
|
Risk-free Rate (r) |
|
|
|
% |
|
Volatility (σ) |
|
|
|
% |
|
Dividend Yield (q) |
|
|
|
% |
|
Warrant Value |
|
$ |
|
|
Warrants Classified as Liabilities
Private Placement Warrants
In connection with the Company's initial public offering on May 9, 2022 (“the Closing”),
The Company has derivative financial instrument liabilities of $
During the three months ended March 31, 2024 and 2023, a gain of $
The Company uses a fair value hierarchy, which has three levels based on the reliability of the inputs, to determine fair value. The Company’s assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. Level 1 refers to fair values determined based on unadjusted quoted prices in active markets for identical instruments. Level 2 refers to fair values estimated using other observable inputs for the instruments, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 includes fair values estimated using unobservable inputs for the instruments used to measure fair value to the extent that observable inputs are not available. The carrying amounts of cash and cash equivalents, financial investments, related party receivables, related party loan receivables, other current assets, accounts payable, related party payables, and other current payables approximate their fair values due to the short-term maturities of the instruments.
The fair value of debt was estimated using a discounted cash flow model and other observable inputs. Therefore, deemed to be Level 2. Refer to Note 8 for the methodology for determining the fair value of .
As of March 31, 2024 and December 31, 2023, there were no changes in the fair value methodology and no transfers between levels of the financial instruments.
The following table lists the Company’s financial liabilities by level within the fair value hierarchy.
| March 31, 2024 |
December 31, 2023 |
||||||||||||||||||||||||||||||
| Carrying | Fair Value |
Carrying | Fair Value |
||||||||||||||||||||||||||||
| Amount | Level 1 | Level 2 | Level 3 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Private Placement Warrants | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Debt | $ | $ | $ | $ | $ | $ | $ |
$ | |||||||||||||||||||||||
The Company’s common stock and Public Warrants trade on the NYSE under the symbols “EVEX” and “EVEXW”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with a par value of $
Preferred stock may be issued at the discretion of the Company’s Board of Directors, as may be permitted by the General Corporation Law of the State of Delaware and without further stockholder action. The shares of preferred stock would be issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends, or issuances under current and any future stock incentive plans, pursuant to which the Company may provide equity incentives to employees, officers, and directors and in certain instances may be used as an anti-takeover defense. As of March 31, 2024 and December 31, 2023, there was
In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets, or winding-up, subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of any preferred stock have been satisfied, if any.
Basic and diluted earnings per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Diluted net loss per common stock reflects the potential dilution that would occur if securities were exercised or converted into common stock. The effects of any incremental potential common stock are excluded from the calculation of earnings per share if their effect would be anti-dilutive. Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in basic and diluted earnings per share as of the date that all necessary conditions to earn the awards have been satisfied. Public and Private Placement Warrants are considered for the diluted earnings per share calculation to the extent they are “in-the-money” and their effect is dilutive. The Company has retroactively adjusted the shares issued and outstanding prior to May 9, 2022, to give effect to the exchange ratio.
For the three months ended March 31, 2024 and 2023, there were no securities outstanding whose effect would be dilutive to earnings per share. Therefore, the number of basic and diluted weighted-average shares outstanding were equal for each period.
| Three Months Ended |
||||||||
|
March 31, |
||||||||
| 2024 |
2023 |
|||||||
|
Net loss |
$ | ( |
) | $ |
( |
) | ||
| Weighted-average shares outstanding – basic and diluted | ||||||||
|
Net loss per share – basic and diluted |
$ | ( |
) | $ |
( |
) | ||
| March 31, |
|||||||
| 2024 | 2023 | ||||||
| Unvested restricted stock units | |||||||
| Penny warrants with unmet contingencies |
|||||||
| Warrants “out of the money” |
|||||||
| Total | |||||||
Warrants that are “out of the money” include Public, Private Placement, and Market Warrants issued to potential financiers and suppliers where the exercise price exceeded the common stock price for the period, as described in Note 7. Penny Warrants contain various contingencies agreed upon with the potential customers and suppliers. The terms and conditions of the potentially dilutive warrants can be referred to in Note 7.
Research and development expenses consisted of the following:
| Three Months Ended |
||||||||
|
|
March 31, |
|||||||
|
|
2024 |
2023 |
||||||
| Outsourced services | $ | $ | ||||||
|
Payroll costs |
||||||||
|
Other expenses |
||||||||
|
Total |
$ | $ | ||||||
Selling, general and administrative expenses consisted of the following:
| Three Months Ended | ||||||||
|
March 31, |
||||||||
|
|
2024 |
2023 |
||||||
|
Payroll costs |
$ | $ | ||||||
|
Outsourced services |
||||||||
| Director & Officers insurance |
||||||||
| Other expenses |
||||||||
|
Total |
$ | $ |
||||||
The Company calculates its income tax amounts using a separate return methodology. Under this method, the Company prepares the financial statements as if it will file separate returns with tax authorities. As a result, the Company’s deferred tax balances and effective tax rate as a stand-alone entity will likely differ significantly from those calculated in the actual consolidated return with Embraer. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. The tax loss carryforwards and valuation allowances reflected in the condensed consolidated financial statements are based on a hypothetical stand-alone income tax return basis and may not exist in the ERJ and EAH consolidated financial statements.
For the three months ended March 31, 2024 and 2023, the Company recognized current income tax expense of $
Leases primarily consist of office space, facilities, and equipment. A lease is deemed to exist when the Company has the right to control the use of identified property, plant or equipment, as conveyed through a contract, for a certain period of time and consideration paid. The right to control is deemed to occur when the Company has the right to obtain substantially all of the economic benefits of the identified assets and the right to direct the use of such assets. The Company recognizes right-of-use (“ROU”) assets and a corresponding lease liability on the lease commencement date (the date in which the asset is available for use). Lease liabilities are recognized in “Other current payables” and “Other non-current payables.”
The Company uses its estimated incremental borrowing rate in determining the present values of lease payments. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments for a term similar to the lease term in a similar economic environment as the lease. Lease liabilities are measured at the present value of lease payments to be made during the lease term, which is measured based on the contract term and renewal options. Options to extend the lease term or terminate it early are considered when it is reasonably certain the options will be exercised.
The following is a summary of the balance sheet components of leases:
| March 31, |
December 31, |
|||||||
|
|
2024 |
2023 |
||||||
| Supplemental balance sheet information | ||||||||
|
ROU assets, net - related parties |
$ |
|
$ |
|
||||
|
ROU assets, net - third parties |
|
|
||||||
|
Total ROU assets, net |
$ |
|
$ |
|
||||
|
Operating lease liabilities - related parties |
$ |
|
$ |
|
||||
|
Operating lease liabilities - third parties |
|
|
||||||
|
Total operating lease liabilities |
$ |
|
$ |
|
||||
Future minimum lease payments at March 31, 2024 were as follows:
|
Operating Leases |
|||
| 2024 | $ | ||
| 2025 | |||
| 2026 | |||
| 2027 | |||
| 2028 | |||
| Thereafter | |||
| Total minimum lease payments | |||
| Imputed interest | ( |
) | |
| Total operating lease liabilities | $ |
As of March 31, 2024, the Company has
Note 16 – Commitments and Contingencies
As of March 31, 2024 and December 31, 2023, the Company was not involved in any material legal proceedings. The Company will make accruals related to loss contingencies in instances where it is probable that a loss has been incurred and the amount can be reasonably estimated. Loss contingencies that are reasonably possible, but not probable, will be disclosed in the notes to the condensed consolidated financial statements.
Operating segment information is presented in a manner consistent with the internal reports provided to the Chief Operating Decision Maker (“CODM”). Given Eve’s pre-revenue operating stage, it currently has no concentration exposure to products, services, or customers. Eve has determined that it currently operates in
eVTOL The Company is designing and certifying an eVTOL purpose-built for UAM missions and plans to market its eVTOLs globally to operators of UAM services, including fixed wing and helicopter operators, as well as lessors that purchase and manage aircraft on behalf of operators.
Service and Operations Solutions The Company plans to offer a full suite of eVTOL service and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Its services will be offered to UAM fleet operators on an agnostic basis, supporting both its own eVTOL and those produced by third parties.
UATM The Company is developing next-generation Urban Air Traffic Management software (“Vector”) to help enable eVTOLs to operate safely and efficiently in dense urban airspace along with conventional fixed wing and rotary aircraft and unmanned drones. The Company expects to offer Vector primarily as a subscription software offering to customers that include air navigation service providers, fleet operators and vertiport operators.
The CODM receives information related to the operating results based on R&D expenses by segment. Asset information by segment is not presented to the CODM.
| Three Months Ended | ||||||||
|
March 31, |
||||||||
| Research and development expenses by segment | 2024 |
2023 |
||||||
| eVTOL | $ | |
$ | |||||
| Service and Operations Solutions | |
|||||||
| UATM | |
|||||||
| Total | $ | |
$ | |||||
| (Income)/expense not allocated to segments, net | ( |
) | ||||||
| Loss before income taxes | $ | |||||||