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
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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) | |
(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 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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Non-accelerated filer |
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Smaller reporting company |
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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 4, 2024, there were
EVE HOLDING, INC.
| September 30, | December 31, | ||||||||
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2024 |
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2023 |
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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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| Non-current assets | |||||||||
| Property, plant & equipment, net |
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| Deferred income tax, net | |||||||||
| 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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| Commitments and contingencies (Note 16) | |||||||||
| 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.
(Unaudited)
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2024 | 2023 | 2024 |
2023 |
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Operating expenses |
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Research and development expenses |
$ | $ | $ | $ | ||||||||||||
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Selling, general and administrative expenses |
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Operating loss |
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| Gain/(loss) from the change in fair value of derivative liabilities | ( |
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Financial investment income |
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| Related party loan interest income | ||||||||||||||||
| Interest expense | ( |
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Other (loss)/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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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2024 | 2023 | 2024 | 2023 | ||||||||||||
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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 |
Total Equity |
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| Balance at December 31, 2022 |
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$ | $ | $ | ( |
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| Net loss | - | - | - | ( |
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| Share-based compensation | - | - | - | |||||||||||||||||
| Warrant expenses | - | - | - | |||||||||||||||||
| Balance at March 31, 2023 | ( |
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| Net loss | - | - | - | ( |
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| Share-based compensation and issuance of stock | - | |||||||||||||||||||
| Balance at June 30, 2023 | ( |
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| Net loss | - | - | - | ( |
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| Warrants exercised for common stock | - | - | ||||||||||||||||||
| Share-based compensation and issuance of stock | - | |||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( |
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| Balance at December 31, 2023 | $ | $ | $ | ( |
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| Net loss | - | - | - | ( |
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| Share-based compensation and issuance for vested awards | - | |||||||||||||||||||
| Balance at March 31, 2024 | ( |
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| Net loss | - | - | - | ( |
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| Share-based compensation and issuance for vested awards | - | |||||||||||||||||||
| Balance at June 30, 2024 | ( |
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| Net loss | - | - | - | ( |
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| Issuance of common stock, net | - | |||||||||||||||||||
| Warrants exchanged for common stock | - | |||||||||||||||||||
| Warrants exercised for common stock | - | |||||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
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Nine Months Ended September 30, | ||||||
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2024 |
2023 |
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Cash flows from operating activities |
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Net loss |
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Adjustments to reconcile net loss to net cash used by operating activities |
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| Depreciation and amortization |
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| Non-cash lease expenses |
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Unrealized gain on the exchange rate changes |
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| Change in fair value of derivative financial instruments | ( |
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| Changes in operating assets and liabilities | ||||||||
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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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| Redemptions of financial investments |
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| Purchases of financial investments | ( |
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| Collection of related party loan | ||||||||
| Expenditures for property, plant and equipment | ( |
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| Net cash (used) provided by investing activities | ( |
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| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock, net of fees to investors | ||||||||
| Non-investor equity issuance costs | ( |
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| Proceeds from debt, net | ||||||||
| Non-creditor debt issuance costs |
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| Tax withholding on share-based compensation | ( |
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| Proceeds from exercised warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( |
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| Decrease 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 tax | $ |
$ |
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| 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 |
$ |
$ |
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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.
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. The Company 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:
| September 30, |
December 31, |
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2023 |
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| Cash | $ | $ | ||||||
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| Fixed deposits | ||||||||
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$ | $ | ||||||
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
| September 30, 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
In July and September 2024, the Company closed a private placement, which included investment from, among others, Embraer, pursuant to which the Company received aggregate gross proceeds of $
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 the Company, 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 has entered into agreements with Embraer to lease corporate office space and other facilities, including a site expected to be used to develop the Company's manufacturing facility for eVTOL production. Refer to Note 15 for more information.
Related Party Loan On August 1, 2022, the Company entered into a 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 | Nine Months Ended |
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| September 30, |
September 30, | |||||||||||||||
| 2024 | 2023 | 2024 |
2023 |
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| Research and development expenses | $ | $ | $ | $ | ||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Total |
$ | $ | $ |
$ |
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Other Current Assets
Other current assets are comprised of the following items:
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2024 |
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2023 |
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| Advances to suppliers | $ |
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Total |
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$ |
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Property Plant and Equipment
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2024 |
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2023 |
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Development mockups |
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$ |
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$ |
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Total property, plant and equipment |
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| Less: Accumulated depreciation |
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| Total property, plant and equipment, net | $ |
$ |
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Construction in progress includes costs incurred for the Company’s manufacturing facility to be constructed in Taubaté, São Paulo, Brazil and tooling for eVTOL production that is under construction by vendors that will be owned by the Company.
Other Current Payables
Other current payables are comprised of the following items:
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2024 |
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2023 |
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| Accrued expenses |
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Income tax payable |
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Total |
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$ |
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$ |
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Other Non-Current Payables
Other non-current payables are comprised of the following items:
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2023 |
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Advances from customers |
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Total |
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$ |
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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
The first loan (“Sub-credit A”), in the amount of R$
The Company’s long-term debt outstanding included:
| September 30, | 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) | ( |
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| Long-term debt | $ | $ |
| (a) | A fixed rate is determined for each draw on the loan, calculated as |
| (b) | Excludes $ |
The long-term debt principal as of September 30, 2024 matures as follows:
| Total | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | $ |
As of September 30, 2024, Sub-credit A was fully drawn and approximately $
The Company’s common stock trades on the NYSE under the ticker EVEX. 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 September 30, 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.
2024 Private Placement
On June 28, 2024 and July 12, 2024, the Company entered into subscription agreements, warrant agreements, and warrant exchange agreements with certain investors relating to a private placement (the “2024 Private Placement”) for (i) the issuance and sale of
Warrants Classified as Equity
Public Warrants
The Company has outstanding warrants that are publicly traded on the New York Stock Exchange (“NYSE”) (the “Public Warrants”) under the ticker EVEXW. Each Public Warrant entitles its holder to purchase
In connection with the 2024 Private Placement, investors agreed to cancel
New Warrants
The Company has entered into warrant agreements with certain strategic private investment in public equity investors (“Strategic PIPE Investors”), 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 warrants (the “New Warrants”) to purchase an aggregate amount of (i)
In connection with the 2024 Private Placement,
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 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 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 customers: Market and Penny Warrants issued or issuable to potential customers 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. Market Warrants issued at Closing vested immediately and have no contingencies. The Penny Warrants can be separated into
(b) Potential suppliers: Penny Warrants issued or issuable to potential suppliers, which are subject to the satisfaction of certain specified conditions, are accounted for under ASC 718 and were determined to be equity-classified. Under ASC 718, the fair value of these warrants will be recognized as expense as products and/or services are received from the suppliers as if the Company paid cash for the respective transactions.
(c) 2024 Private Placement: Penny Warrants issued or issuable to investors that participated in the 2024 Private Placement are contingent upon receipt of the first type certification for the eVTOL and were accounted for under ASC 718. Refer to Note 7 for more information regarding the 2024 Private Placement.
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 the 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 September 30, 2024, there were New Warrants to purchase an aggregate
The following table summarizes the Black-Scholes model inputs and assumptions:
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May 9, |
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Market Warrants with exercise price of $ |
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2022 |
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Share Price (S0) |
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$ |
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Maturity Date |
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Time (T) - Years |
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Warrants Classified as Liabilities
Private Warrants
The Company has outstanding warrants issued in private placements (the “Private Warrants”), which are recorded in the “Derivative financial instruments” line of the condensed consolidated balance sheets. Each Private Warrant entitles its holder to purchase
The Company has derivative financial instrument liabilities of $
During the nine months ended September 30, 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, are deemed to be Level 2. Refer to Note 9 for the methodology for determining the fair value of Private Warrants.
As of September 30, 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.
| September 30, 2024 |
December 31, 2023 |
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| Private Warrants | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Debt | $ | $ | $ | $ | $ | $ | $ |
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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 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 September 30, 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.
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| Penny Warrants included in Net loss per share calculation–basic and diluted | ||||||||||||||||
| September 30, |
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Certain Penny Warrants contain contingencies agreed upon with potential customers and suppliers that have not yet been achieved. Warrants that are out of the money include Public, Private, and Market Warrants where the exercise price exceeded the common stock price for the period. Refer to Note 8 for a summary of the terms for all warrants.
Research and development expenses consisted of the following:
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Selling, general and administrative expenses consisted of the following:
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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 September 30, 2024 and 2023, the Company recognized 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
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:
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Future minimum lease payments at September 30, 2024 were as follows:
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As of September 30, 2024, the Company has
Note 16 – Commitments and Contingencies
As of September 30, 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 the Company’s pre-revenue operating stage, it currently has no concentration exposure to products, services, or customers. The Company 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 (“UATM”) software named 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.
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| Loss before income taxes | $ | ( |
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Financing Agreement
On October 10, 2024, the Company entered into a financing agreement, dated as of October 7, 2024 (the “Financing Agreement”), with BNDES, pursuant to which BNDES has agreed to grant
The lines of credit total R$
Credit Agreement
On October 29, 2024, the Company entered into a credit agreement with Citibank, N.A. (“Citi”) (the “Credit Agreement”), pursuant to which on October 29, 2024, Citi advanced $
The following discussion and analysis provide information we believe is relevant to an assessment and understanding of the condensed consolidated results of operations and financial condition. The following discussion should be read in conjunction with the Company’s most recent Annual Report on Form 10-K (the “2023 Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023, and the related notes that are included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those factors set forth under “Cautionary Note Regarding Forward-Looking Statements” in Part I, Item 1A. Risk Factors of our 2023 Form 10-K and in our other filings with the SEC. Capitalized terms not defined have the same meaning as in the notes to the unaudited condensed consolidated financial statements.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including, without limitation, statements under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, business strategy and the plans and objectives of management for future operations. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar terms or expressions or the negative thereof, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:
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our ability to raise financing in the future; | |
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the impact of the regulatory environment and complexities with compliance related to such environment, including changes in applicable laws or regulations; | |
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our ability to implement and maintain an effective system of internal control over financial reporting; | |
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our ability to grow market share in our existing markets or any new markets we may enter; | |
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our ability to respond to general economic conditions; | |
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the impact of foreign currency, interest rate, exchange rate and commodity price fluctuations; | |
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our ability to manage our growth effectively; | |
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our ability to achieve and maintain profitability in the future; | |
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our ability to access sources of capital to finance operations and growth; | |
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the success of our strategic relationships with third parties; | |
| • | our ability to successfully develop, certify and commercialize our planned Urban Air Mobility solutions and the timing thereof; | |
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competition from other manufacturers and operators of electric vertical take-off and landing vehicles and other methods of air or ground transportation; | |
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various environmental requirements; | |
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retention or recruitment of executive and senior management and other key employees; | |
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reliance on services to be provided by Embraer and other third parties; and | |
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other risks and uncertainties described in this Quarterly Report on Form 10-Q and in our 2023 Form 10-K, including those under “Risk Factors.” |
Overview
Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve”, the “Company”, “we”, “us” or “our”), a Delaware corporation, is an aerospace company with operations in Melbourne, Florida and São José dos Campos, 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 that was 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.
Eve’s goal is to be a leading company in the urban air mobility (“UAM”) market by taking a holistic approach to developing a UAM solution that includes: the design and production of electric vertical take-off and landing vehicles (“eVTOLs”), a portfolio of maintenance and support services focused on Eve’s and third-party eVTOLs, and new air traffic management software for eVTOLs, (“Vector”), designed to allow eVTOLs to operate safely and efficiently in dense urban airspace alongside conventional aircraft and drones. Eve’s mission is to bring affordable air transportation to all passengers, improve quality of life, unleash economic productivity, save passengers time, and reduce global carbon emissions. Eve plans to leverage its strategic relationship with Embraer to de-risk and accelerate its development plans, while saving costs by utilizing Embraer’s extensive resources.
Recent Developments
First Full-Scale eVTOL Prototype
On July 3, 2024, Eve unveiled its first full-scale eVTOL prototype. The Company currently expects to initiate flight-testing with this prototype in late 2024. As a non-conforming aircraft, this prototype does not have all the systems, subsystems and redundancies that will be present in the five prototypes that Eve plans to build for the certification campaign. This prototype will be piloted remotely, and the flight tests are expected to assess various characteristics of the motors and substantiate Eve’s thrust and lift expectations against sound, emission and energy consumption estimates, among other metrics.
BNDES Financing Agreement
On October 10, 2024, EVE Soluções de Mobilidade Aérea Urbana, Ltda. (“Eve Brazil”), a Brazilian limited liability company and a wholly owned subsidiary of the Company, and Embraer S.A., a Brazilian corporation, as intervening party (“Embraer”), entered into a financing agreement, dated as of October 7, 2024 (the “Financing Agreement”), with Banco Nacional de Desenvolvimento Econômico e Social – BNDES, Brazil’s National Development Bank (“BNDES”), pursuant to which BNDES has agreed to grant four lines of credit to Eve Brazil. The credit is intended for the deployment of a manufacturing unit for the production of eVTOLs, in Taubaté, State of São Paulo. The Financing Agreement provides that the availability of such lines of credit is subject to BNDES’s rules and regulations.
The first line of credit (“Sub-credit A”), in the amount of R$140 million (approximately $25.1 million) is to be provided from, among other sources, the resources of the Worker Support Fund – FAT and the resources originating from FAT – Special Deposits. The second line of credit (“Sub-credit B”), in the amount of R$60 million (approximately $10.8 million), is to be provided from funds raised by the BNDES System in foreign currency. The third line of credit (“Sub-credit C”), in the amount of R$210 million (approximately $37.6 million), is to be provided from, among other sources, the resources of the Worker Support Fund – FAT and the resources originating from FAT – Special Deposits. The fourth line of credit (“Sub-credit D”), in the amount of R$90 million (approximately $16.1 million), to be provided from funds raised by the BNDES System in foreign currency.
The principal amount of the debt arising from the Sub-credit A will bear an interest rate of 2.20% per annum (as remuneration), and that arising from the Sub-credit C will bear an interest rate of 2.75% per annum (as compensation) above the Reference Rate (TR) 226, published in the Time Series Management System - SGS of the Central Bank of Brazil, under code no. 226, or any other that may replace it. The principal amount of the debt owed under Sub-credit B will bear interest at the rate of 1.10% per annum and under Sub-credit D will bear interest at the rate of 1.65% per annum plus the fixed rate published by the BNDES System.
The debit balance from Sub-credit B and Sub-credit D, including the principal, compensatory and late payment interest, expenses, commissions and other agreed charges, will be updated daily according to the US dollar exchange rate fluctuation index (PTAX), sale quotation, published by the Central Bank of Brazil on the previous business day.
Such credit lines shall be used by Eve Brazil within 42 months from the date of the Financing Agreement. The principal of debt arising from each Sub-credit of this Instrument shall be paid to BNDES in 25 semiannual and successive installments starting in 2028.
The Financing Agreement can be early terminated, and payment of any outstanding amount can be accelerated, by BNDES in certain events provided for in the Financing Agreement.
Closing of 2024 Private Placement
As previously disclosed, on June 28, 2024 and July 12, 2024, the Company entered into subscription agreements, warrant agreements, and warrant exchange agreements with certain investors relating to a private placement (the “2024 Private Placement”) for (i) the issuance and sale of 23,900,000 newly issued shares of common stock of the Company, par value $0.001 per share, for cash at a purchase price of $4.00 per share (of which, 7,500,000 shares were purchased and issued to Embraer), (ii) the issuance of 3,318,588 shares of common stock of the Company in exchange for the surrender and cancellation of certain warrants to acquire an aggregate of 8,296,470 shares of common stock of the Company, and (iii) the issuance of certain Penny Warrants to acquire an aggregate of 2,500,000 shares of common stock of the Company (of which, 1,500,000 were issued to Embraer). The transactions contemplated by the 2024 Private Placement closed on July 2, 2024, July 5, 2024, July 18, 2024, and September 4, 2024, respectively. The Company received aggregate gross proceeds of $95.6 million. For additional information, see Notes 7 and 8 to the accompanying condensed consolidated financial statements and the Company’s Current Reports on Form 8-K filed with the SEC on July 1, 2024 and July 18, 2024.
Citibank Credit Agreement
On October 29, 2024, the Company entered into a credit agreement with Citibank, N.A. (“Citi”) (the “Credit Agreement”), pursuant to which on October 29, 2024, Citi advanced $50 million to support the Company’s production and sale of eVTOL aircraft. The loan is subject to an interest rate of 3.90% per year plus Term Secured Overnight Financing Rate (“SOFR”) and a term of four years, with $25 million due on October 29, 2027 and $25 million due on October 30, 2028. The Credit Agreement contains events of default; change in control provisions; affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur additional indebtedness; create liens on assets; engage in mergers and consolidations; sell assets; pay dividends and distributions; engage in certain transactions with affiliates except in the ordinary course of business; and enter into sale and leaseback transactions. The Credit Agreement requires compliance with a minimum debt service coverage ratio. The ratio is tested on the last day of each fiscal quarter for the trailing four quarter period then ended, beginning June 30, 2027.
Shelf Registration Statement
On July 26, 2024, the Company filed a shelf registration statement on Form S-3 with the SEC, registering (i) the issuance by the Company of up to 45,548,481 shares of Common Stock underlying warrants, and the offer and sale of up to 317,715,214 shares of Common Stock and up to 14,250,000 private placement warrants by the selling security holders named in that prospectus and (ii) the offer and sale from time to time in one or more offerings of up to $500,000,000 aggregate offering price of Common Stock, preferred stock and warrants. The Company may offer and sell such securities from time to time or to or through underwriters, brokers or dealers, directly to one or more purchasers, through a block trade, through agents on a best-efforts basis, through a combination of any of the above methods of sale or through other types of transactions described in the shelf registration statement. The Company has not sold any such securities under the shelf registration statement as of the date of this Quarterly Report on Form 10-Q.
Business Models
Eve plans to fuel the development of the UAM ecosystem by providing a complete portfolio of solutions across three primary offerings:
eVTOL Production and Design. Eve is designing and certifying an eVTOL purpose-built for UAM missions. Eve 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. Eve plans to offer a full suite of eVTOL service and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Services will be offered to UAM fleet operators on an agnostic basis – supporting both our own eVTOL aircraft and those produced by third parties.
Urban Air Traffic Management. Eve is developing Vector, a next-generation UATM software to help enable eVTOLs to operate safely and efficiently in dense urban airspace along with conventional fixed wing and rotary aircraft and unmanned drones. Eve expects to offer Vector primarily as a subscription software offering to customers that include air navigation service providers, fleet operators and vertiport operators.
To date, Eve has not generated any revenue, as it continues to develop its eVTOL aircraft and other UAM solutions. As a result, Eve will require substantial additional capital to develop products and fund operations for the foreseeable future. Until Eve can generate any revenue from product sales and services, it expects to finance operations through a combination of existing cash on hand, public offerings, private placements, and debt financing. The amount and timing of future funding requirements will depend on many factors, including the pace and results of development efforts.
Key Factors Affecting Operations
Brazilian Economic Environment
The Brazilian government has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and regulations. The Brazilian government’s actions to control inflation and affect other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies and incentives, price controls, currency devaluations, capital controls, and limits on imports. Changes in Brazil’s monetary, credit, tariff and other policies could adversely affect our business, as could inflation, currency and interest-rate fluctuations, social instability and other political, economic or diplomatic developments in Brazil, as well as the Brazilian government’s response to these developments.
Rapid changes in Brazilian political and economic conditions that have occurred and may occur require continued assessment of the risks associated with our activities and the adjustment of our business and operating strategy accordingly. Developments in Brazilian government policies, including changes in the current policy and incentives adopted for financing exports of Brazilian goods, or in the Brazilian economy, over which we have no control, may have a material adverse effect on our business.
Inflation and exchange rate variations have had and may continue to have substantial effects on our financial condition and results of operations.
Inflation and exchange rate variations affect our monetary assets and liabilities denominated in Brazilian reais. The value of these assets and liabilities as expressed in US Dollars declines when the real devalues against the US Dollar and increases when the real appreciates. In periods of devaluation of the real, we report (i) a remeasurement loss on real-denominated monetary assets and (ii) a remeasurement gain on real-denominated monetary liabilities. For additional information on the effects of exchange rate variations on our financial condition and results of operations, see the section entitled “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”
Development of the UAM Market
Our revenue will be directly tied to the continued development and sale of eVTOL and related services. While we believe the market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We currently anticipate commercialization of our eVTOL services-and-support business beginning in 2026, followed by the commercialization and initial revenue generation from the sale of our eVTOLs beginning in 2027. Our business will require significant investment leading up to launching passenger services including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training and commercialization.
We believe one of the primary drivers for adoption of our UAM services is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our UAM services include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge, volatility in the cost of oil and gasoline, availability of competing forms of transportation, such as ground or air taxi or ride-hailing services, the development of adequate infrastructure, consumers’ perception about the convenience and cost of transportation using eVTOL relative to ground-based alternatives, and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives. We anticipate initial operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations. If the market for UAM does not develop as expected, this would impact our ability to generate revenue or grow our business.
Competition
We believe that our primary sources of competition are focused UAM developers and established aerospace and automotive conglomerates developing UAM businesses. We expect the UAM industry to be dynamic and increasingly competitive. Our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not fully realize the benefits we anticipate and we may not receive any competitive advantage or may be overcome by other competitors. If new companies or existing aerospace or automotive conglomerates launch competing solutions in the markets in which we intend to operate and obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for UAM products and services, making it easier for them to obtain the permits and authorizations required to operate UAM services. In the event our project experiences substantial delays, or our current or future competitors overcome our advantages, our business, financial condition, operating results and prospects would be harmed.
Government Certification
We plan to obtain authorizations and certifications for our eVTOL with Brazil's Agência Nacional de Aviação Civil (“ANAC”), U.S. Federal Aviation Administration (“FAA”), and European Union Aviation Safety Agency (“EASA”) initially and will seek certifications from other aviation authorities as necessary. We will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our related services. While we anticipate being able to meet the requirements of such authorizations and certifications, we may be unable to obtain such authorizations and certifications, or to do so on the timeline we project. Should we fail to obtain any of the required authorizations or certifications, or do so in a timely manner, or any of these authorizations or certifications are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial service or do so on the timelines we project, which would have adverse effects on our business, prospects, financial condition and/or results of operations.
Initial Business Development Engagement
Since its founding, Eve has been engaged in multiple market and business development projects around the world. Examples of this include two concepts of operation (“CONOPS”) with Airservices Australia as well as with the United Kingdom Civil Aviation Authority. Both market and business development initiatives demonstrate Eve’s ability to create new procedures and frameworks designed to enable the safe scalability of UAM together with our partners. Using these initiatives as a guide, Eve has launched CONOPS in Rio de Janeiro, Miami, Japan, Chicago and South Korea, and hopes to launch additional concepts of operation in the United States, Brazil, and around the world.
In addition to our market development initiatives, Eve has signed non-binding letters of intent to sell over 2,870 of our eVTOL aircraft and we continue to seek additional opportunities for sales partnerships. In addition to these deals, Eve has been actively involved in the UAM ecosystem development by signing Memorandums of Understanding (“MOUs”) with more than 30 market-leading partners in segments spanning infrastructure, operations, platforms, utilities, and others. In the future, we plan to focus on implementation and ecosystem readiness with our existing partners while continuing to seek UATM and support-services partnerships in order to complement our business model and drive growth.
Fully Integrated Business Model
Eve’s business model to serve as a fully integrated eVTOL transportation solution provider is uncertain. Present projections indicate that payback periods on eVTOL aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist. Our financial results are dependent on certifying and delivering eVTOL on time and at a cost that supports returns at prices that sufficient numbers of customers are willing to pay based on value arising from time and efficiency savings from utilizing eVTOL services. Our aircraft include numerous parts and manufacturing processes unique to eVTOL aircraft, in general and our product design, in particular. Best efforts have been made to estimate costs in our planning projections; however, the variable cost associated with assembling our aircraft at scale remains uncertain at this stage of development. The success of our business is also dependent, in part, on the utilization rate of our aircraft and reductions in utilization will adversely impact our financial performance. Our aircraft may not be able to fly safely in poor weather conditions, including snowstorms, thunderstorms, lightning, hail, known icing conditions and/or fog. Inability to operate safely in these conditions would reduce our aircraft utilization and cause delays and disruptions in our services. We intend to maintain a high daily aircraft utilization rate which is the amount of time our aircraft spend in the air carrying passengers. High daily aircraft utilization is achieved in part by reducing turnaround times at vertiports so we can fly more hours on average in a day. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events.
Results of Operations (unaudited)
| Three Months Ended |
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| September 30, |
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| 2024 |
2023 |
(Unfavorable)/ Favorable |
% | ||||||||||||
| Operating expenses | |||||||||||||||
| Research and development expenses | $ | 32,419 | $ | 28,642 | $ | (3,777 | ) | (13 | )% | ||||||
| Selling, general and administrative expenses | 8,411 | 5,035 | (3,376 | ) | (67 | )% | |||||||||
| Total operating expenses | 40,830 | 33,677 | (7,153 | ) | (21 | ) | |||||||||
| Operating loss |
(40,830 | ) | (33,677 | ) | (7,153 | ) | (21 | )% | |||||||
| Gain/(loss) from the change in fair value of derivative liabilities | 3,990 |
(854 |
) | 4,844 | n.m. | ||||||||||
| Financial investment income | 3,629 |
2,802 |
827 | 29 | % | ||||||||||
| Related party loan interest income | 430 | 1,158 | (728 | ) | (63 | )% | |||||||||
| Interest expense | (835 |
) | (31 | ) | (804 | ) | n.m. | ||||||||
| Other (loss)/gain, net | (1,744 | ) | 489 | (2,234 | ) | n.m. | |||||||||
| Loss before income taxes | (35,361 | ) | (30,112 | ) | (5,249 | ) | (17 | )% | |||||||
| Income tax expense | 427 | 1,098 |
671 | 61 | % | ||||||||||
| Net loss | $ | (35,787 | ) | $ | (31,210 | ) | $ | (4,578 | ) | (15 | )% | ||||
|
Nine Months Ended September 30, |
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| 2024 |
2023 |
(Unfavorable)/ Favorable |
% | ||||||||||||
| Operating expenses | |||||||||||||||
| Research and development expenses | $ | 96,191 | $ | 71,992 | $ | (24,200 | ) | (34 | )% | ||||||
| Selling, general and administrative expenses | 20,287 | 17,822 | (2,465 | ) | (14 | )% | |||||||||
| Total operating expenses | 116,479 | 89,814 | (26,665 | ) | (30 | )% | |||||||||
| Operating loss |
(116,479 | ) | (89,814 | ) | (26,665 | ) | 30 | % | |||||||
| Gain/(loss) from the change in fair value of derivative liabilities | 12,398 | (9,833 | ) | 22,230 | n.m. | ||||||||||
| Financial investment income | 7,961 | 9,039 | (1,078 | ) | (12 | )% | |||||||||
| Related party loan interest income | 2,875 | 3,149 | (275 | ) | (9 | )% |
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| Interest expense | (1,861 | ) | (31 | ) | (1,829 | ) | n.m. | ||||||||
| Other (loss)/gain, net | (921 | ) | 672 | (1,593 | ) | n.m. | |||||||||
| Loss before income taxes | (96,027 | ) | (86,817 | ) | (9,209 | ) | 11 | % | |||||||
| Income tax expense | 1,445 | 1,574 |
130 | 8 | % | ||||||||||
| Net loss | $ | (97,472 | ) | $ | (88,392 | ) | $ | (9,080 | ) | 10 | % |
||||
n.m. = not meaningful
Research and development expenses
Research and development (“R&D”) activities represent a significant part of the Company’s expenses. Research and development efforts focus on the design and development of eVTOLs, the development of service and operations support for its vehicles and those manufactured by third parties, and the development of Vector, a UATM software platform. Research and development expenses consist of personnel-related costs (including salaries, bonuses, benefits and share-based compensation) for employees focused on research and development activities, fees incurred under the Master Service Agreement (MSA), equipment and materials, and an allocation of overhead, including rent, information technology costs and utilities. Research and development expenses are expected to increase significantly as the Company increases staffing to support eVTOL aircraft engineering and software development, builds aircraft prototypes, progresses towards the launch of its first eVTOL aircraft, and continues to explore and develop next generation aircraft and technologies.
Research and development expenses increased by $3.8 million and $24.2 million for the three and nine months ended September 30, 2024, respectively. The increase in research and development expense was primarily driven by the MSA with Embraer who performs several developmental activities for Eve. These efforts continue to intensify with increasing maturity of the development of our eVTOL, including increased engagement of the engineering team who, following the roll-out of our engineering prototype in July 2024, is in the process of performing a series of system and integration ground tests on the aircraft that must be conducted before its debut flight.
Selling, general and administrative expenses
Selling, general and administrative (“SG&A”) expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits and share-based compensation) for employees associated with administrative services such as executive management, business development, legal, human resources, information technology, accounting and finance. These expenses also include certain third-party consulting services, contractor and professional services fees, audit and compliance expenses, insurance costs, corporate overhead costs, depreciation, rent, and utilities.
Selling, general and administrative expenses increased by $3.4 million and $2.5 million for the three and nine months ended September 30, 2024, respectively, primarily due to a combination of higher outsourced services and payroll costs. The increase in payroll expenses reflect mostly an increase in Eve’s headcount, as well as industrialization and other costs associated with Eve’s Brazilian eVTOL manufacturing site, located in the city of Taubaté, São Paulo, Brazil. These increases offset savings on Director & Officers insurance expenses.
Gain/(loss) from the change in fair value of derivative liabilities
Derivative liabilities relate to the Private Warrants which are valued using the trading price of the Company’s Public Warrants. The gain from the change in fair value of derivative liabilities increased by $4.8 million for the three months ended September 30, 2024, due to a $0.28 decrease in the Public Warrant trading price, whereas the trading price increased $0.06 for the three months ended September 30, 2023.
The gain from the change in fair value of derivative liabilities increased $22.2 million for the nine months ended September 30, 2024 due to a $0.87 decrease in the Public Warrant trading price, whereas the trading price increased $0.69 for the nine months ended September 30, 2023.
Financial investment income
The Company invests cash in short fixed-income instruments of low risk, mostly in US Dollar and high-quality financial institutions. Financial investment income increased $0.8 million for the three months ended September 30, 2024 primarily related to an increase in the average investment balance of $57.3 million as compared to the three months ended September 30, 2023.
Financial investment income decreased $1.1 million for the nine months ended September 30, 2024 primarily related to a decrease in the average investment balance of $27.3 million as compared to the nine months ended September 30, 2023.
Interest expense
Interest expense increased for the three and nine months ended September 30, 2024, primarily related to the initial draw on the BNDES loan in September 2023.
Other (loss)/gain, net
Other loss, net increased $2.2 million for the three months ended September 30, 2024, primarily related to an increase in foreign currency losses of $1.6 million and fees and taxes associated with the BNDES loan of $0.6 million as compared to the three months ended September 30, 2023.
Other loss, net increased $1.6 million for the nine months ended September 30, 2024, primarily related to an increase in fees and taxes associated with the BNDES loan of $1.9 million, partially offset by foreign currency gains of $0.3 million as compared to the nine months ended September 30, 2023.
Liquidity and Capital Resources
The Company has incurred net losses since inception and to date has not generated any revenue. We expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations.
The Company received proceeds from the business combination and PIPE Investment of approximately $357.3 million. In addition, in September 2022, the Company received $15.0 million from United Airlines Ventures, Ltd. (“United”), in connection with a subscription agreement pursuant to which United agreed to subscribe for an aggregate of 2,039,353 shares of common stock and a warrant agreement pursuant to which the Company issued to United new warrants to acquire up to 2,722,536 shares of common stock, each with an exercise price of $0.01 per share.
As previously disclosed, on January 23, 2023, the Company entered into a loan agreement (the “Loan Agreement”) with BNDES, pursuant to which BNDES granted two lines of credit to the Company, with an aggregate amount of R$490 million (approximately $94.9 million, using the exchange rate on September 30, 2024), to support the development of the eVTOL. For additional information about the Loan Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2023.
On December 21, 2023, the Company announced that Bradesco Bank had concluded that the first line of credit under the Loan Agreement aligned with the 2023 Green Loans Principles, which is a set of guidelines issued for structuring loan operations for sustainable purposes. As of September 30, 2024, a total of R$360.7 million (approximately $69.6 million) had been issued to the Company pursuant to the Loan Agreement.
In July and September 2024, the Company closed on subscription agreements, warrant agreements and warrant exchange agreements with certain investors relating to the 2024 Private Placement for the issuance and sale of 23,900,000 newly issued shares of common stock for cash at a purchase price of $4.00 per share, for a total of $95.6 million in new equity financing, the exchange of certain Public Warrants and Market Warrants for shares of common stock, and the issuance of certain Penny Warrants to certain investors. Refer to Note 7 and Note 8 of the accompanying condensed consolidated financial statements and the Company’s Current Reports on Form 8-K filed with the SEC on July 1, 2024 and July 18, 2024 for additional information.
As of September 30, 2024, the Company has cash and cash equivalents of $24.6 million, financial investments of $255.3 million and available debt to be drawn from the original BNDES loan of $25.3 million, which amounts to approximately $305.2 million of liquidity. Additionally, the new loans were secured in October 2024 from BNDES of approximately $89.6 million and Citibank of $50.0 million, as described in the “Recent Developments” section of this MD&A. Total liquidity is expected to be sufficient to fund our operating plan for at least the next twelve months.
Future capital requirements include:
| • | research and development expenses as we continue to develop our eVTOL aircraft; | |
| • | capital expenditures for the expansion of manufacturing capacities; | |
| • | additional operating costs and expenses for raw material procurement costs; | |
| • | general and administrative expenses as we scale operations; | |
| • | interest expense from debt financing; and | |
| • | selling and distribution expenses as we build, brand and market the eVTOL aircraft. |
Our liquidity plans are subject to a number of risks and uncertainties, including those described in the “Cautionary Note Regarding Forward-Looking Statements” section of this MD&A and Part I, Item 1A. Risk Factors of our 2023 Form 10-K, some of which are out of our control. Until we generate sufficient operating cash flow to cover operating expenses, working capital requirements and planned capital expenditures, we expect to utilize a combination of equity and debt financing to fund any future capital needs. Currently, no decision has been made as to specific sources of additional funding and the Company may explore different funding opportunities including long-term debt finance lines with private and public banks, advances and pre-delivery down payments from customers, as well as convertible debt. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have experienced in the past, and may in the future experience, periods of upheaval that could impact the availability and cost of equity and debt financing.
Cash Flows (unaudited)
The following table summarizes cash flows for the periods indicated (in thousands):
| Nine Months Ended |
|||||||||||
|
September 30, |
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| 2024 |
2023 |
Change | |||||||||
| Net cash used by operating activities | $ | (97,290 | ) | $ | (69,997 | ) | $ | (27,294 | ) | ||
| Net cash (used) provided by investing activities | $ | (62,001 | ) | $ | 19,832 |
$ | (81,833 | ) | |||
| Net cash provided by financing activities | $ | 137,774 | $ | 10,714 | $ | 127,060 | |||||
Net Cash Used by Operating Activities
Net cash used by operating activities increased $27.3 million for the nine months ended September 30, 2024, primarily related to increased expenditures for R&D of $20.5 million, SG&A of $4.0 million, interest and taxes of $3.2 million, partially offset by an increase in interest income collected of $0.4 million.
Net Cash (Used) Provided by Investing Activities
Net cash related to investing activities decreased $81.8 million for the nine months ended September 30, 2024, primarily related to net purchases of financial investments of $139.0 million versus net redemptions of $20.0 million during the nine months ended September 30, 2023, and higher capital expenditures of $4.0 million, partially offset by collection of the related party loan principal of $81.0 million.
Net Cash Provided by Financing Activities
Net cash provided by financing activities increased $127.1 million for the nine months ended September 30, 2024, primarily related to the proceeds from the 2024 Private Placement and BNDES loan borrowings.
Critical Accounting Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses during the reporting period. The estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. The critical accounting estimates that affect the condensed consolidated financial statements and the judgments and assumptions used are described in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Form 10-K.
Credit Risk
Our cash, cash equivalents and financial investments held subject us to concentrations of credit risk. These financial instruments are held at major financial institutions located in the USA and Brazil. At times, cash balances with any one financial institution may exceed USA’s Federal Deposit Insurance Corporation insurance limits ($250,000 per depositor per institution). We believe the financial institutions that hold our cash, cash equivalents and financial investments are financially sound and, accordingly, minimize credit risk.
Emerging Growth Company Status
We are 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”). Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we are not subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of our financials to those of other public companies more difficult.
We also take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.
We will lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting auditor attestation requirements upon the earlier of the last day of the fiscal year following the fifth anniversary of the date of the completion of Zanite’s IPO on November 19, 2020, or (1) we have total annual gross revenue of at least $1.2 billion, (2) we are deemed to be a large accelerated filer, or (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are exposed to market risk for changes in the Brazilian interest rate CDI, related to our cash equivalents in Brazil that are invested in Bank Deposit Certificates (“CDB”), which are issued by financial institutions in Brazil and immediately available for redemption. As of September 30, 2024, approximately 2% of our consolidated cash, cash equivalents and financial investments were indexed to the variation of the CDI rate.
The CDI rate is an average of interbank overnight rates in Brazil. A risk to financial investment income arises from rate fluctuations in the Brazilian interest rates.
The interest rates on the loans made available by BNDES are fixed or fixed upon drawing the debt, which will reduce variability of interest expense.
Our investment policy is focused on the preservation of capital and supporting the Company’s liquidity needs. The Company’s policy for managing the risk of fluctuations in interest rates on financial investments is to maintain a system to measure market risk, which consists of an aggregate analysis of variety of risk factors that might affect the return of those investments.
Foreign Currency Risk
The Company’s operations most exposed to foreign exchange gains and losses are those denominated in Brazilian reais (labor costs, tax issues, local expenses and financial investments) arising from the subsidiary located in Brazil. The relationship of the real to the value of the US Dollar may adversely affect us, mainly due to the fact that 4% of total assets and 19% of total liabilities are in reais.
The Brazilian real has experienced frequent and substantial variations in relation to the US Dollar and other foreign currencies. As of September 30, 2024, the closing exchange rate was 5.4481 reais per US $1.00.
Management’s Evaluation of Disclosure Control and Procedures
The Company’s management is responsible for maintaining disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required financial disclosure. Because of the inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officers and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting during the third quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We are, from time to time, subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. We are not currently a party to any such claims, lawsuits or proceedings, the outcome of which, if determined adversely to us, we believe would, individually or in the aggregate, be material to our business or result in a material adverse effect on our future operating results, financial condition or cash flows.
There have been no material changes to the Risk Factors disclosed in our 2023 Form 10-K. Any of those factors, or additional risk factors not presently known to us or that we currently deem immaterial, could result in a material adverse effect on our business, financial condition or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
None.
None.
Not applicable.
.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVE HOLDING, INC. | ||||||||
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Date: November 4, 2024 |
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By: |
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/s/ Johann Bordais | ||
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Name: |
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Johann Bordais |
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Title: |
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Chief Executive Officer |
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Date: November 4, 2024 |
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By: |
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/s/ Eduardo Couto | ||
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Name: |
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Eduardo Couto |
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Title: |
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Chief Financial Officer |
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| 33 |