Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | EVE HOLDING, INC. | |
Entity Central Index Key | 0001823652 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39704 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2549808 | |
Entity Address, Address Line One | 1400 General Aviation Drive | |
Entity Address, City or Town | Melbourne | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32935 | |
City Area Code | (321) | |
Local Phone Number | 751-5050 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 269,365,708 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | EVEX | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock | |
Trading Symbol | EVEXW | |
Security Exchange Name | NYSE |
CONSOLIDATED_BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 23,588 | $ 46,882 |
Financial investments | 114,714 | 111,218 |
Related party loan receivable | 84,264 | 83,042 |
Other current assets | 1,601 | 889 |
Total current assets | 224,267 | 242,221 |
Non-current assets | ||
Property, plant & equipment, net | 514 | 547 |
Right-of-use assets, net | 1,019 | 508 |
Deferred income tax, net | 1,714 | 1,714 |
Other non-current assets | 811 | 348 |
Total non-current assets | 4,058 | 3,118 |
Total assets | 228,325 | 245,339 |
Current liabilities | ||
Accounts payable | 1,648 | 4,571 |
Derivative financial instruments | 7,624 | 13,965 |
Total current liabilities | 45,212 | 51,989 |
Non-current liabilities | ||
Long-term debt | 40,041 | 25,764 |
Total non-current liabilities | 42,232 | 28,299 |
Total liabilities | 87,444 | 80,288 |
Equity | ||
Common stock, $0.001 par value | 269 | 269 |
Additional paid-in capital | 510,574 | 509,448 |
Accumulated deficit | (369,963) | (344,667) |
Total equity | 140,881 | 165,051 |
Total liabilities and equity | 228,325 | 245,339 |
Related Party [Member] | ||
Current assets | ||
Related party receivables | 99 | 191 |
Non-current assets | ||
Right-of-use assets, net | 443 | 474 |
Current liabilities | ||
Other current payables | 21,700 | 20,208 |
Nonrelated Party [Member] | ||
Non-current assets | ||
Right-of-use assets, net | 576 | 34 |
Current liabilities | ||
Other current payables | 14,240 | 13,245 |
Non-current liabilities | ||
Other non-current payables | $ 2,191 | $ 2,535 |
CONSOLIDATED_BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses | ||
Research and development expenses | $ 27,455 | $ 21,528 |
Selling, general and administrative expenses | 6,477 | 6,154 |
Loss from operations | (33,932) | (27,683) |
Gain/(loss) from the change in fair value of derivative liabilities | 6,341 | (2,195) |
Financial investment income | 2,337 | 3,254 |
Related party loan interest income | 1,222 | 990 |
Interest expense | (412) | 0 |
Other (loss)/gain, net | (229) | 34 |
Loss before income taxes | (24,673) | (25,598) |
Income tax expense | 623 | 174 |
Net loss | $ (25,296) | $ (25,772) |
Weighted-average number of shares outstanding – basic (in shares) | 276,263 | 275,494 |
Weighted-average number of shares outstanding – diluted (in shares) | 276,263 | 275,494 |
Net loss per share basic (in dollars per share) | $ (0.09) | $ (0.09) |
Net loss per share diluted (in dollars per share) | $ (0.09) | $ (0.09) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Comprehensive income | ||
Net loss | $ (25,296) | $ (25,772) |
Total comprehensive loss | $ (25,296) | $ (25,772) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Equity at beginning of the period (in shares) at Dec. 31, 2022 | 269,094 | |||
Equity at beginning of the period at Dec. 31, 2022 | $ 286,922 | $ 269 | $ 503,662 | $ (217,008) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (25,772) | (25,772) | ||
Share-based compensation | 868 | 868 | ||
Warrant expenses | 480 | 480 | ||
Equity at end of the period (in shares) at Mar. 31, 2023 | 269,094 | |||
Equity at end of the period at Mar. 31, 2023 | 262,498 | $ 269 | 505,009 | (242,780) |
Equity at beginning of the period (in shares) at Dec. 31, 2023 | 269,359 | |||
Equity at beginning of the period at Dec. 31, 2023 | 165,051 | $ 269 | 509,448 | (344,667) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (25,296) | (25,296) | ||
Share-based compensation and issuance for vested awards (in shares) | 7 | |||
Share-based compensation and issuance for vested awards | 1,126 | $ 0 | 1,126 | |
Equity at end of the period (in shares) at Mar. 31, 2024 | 269,366 | |||
Equity at end of the period at Mar. 31, 2024 | $ 140,881 | $ 269 | $ 510,574 | $ (369,963) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (25,296) | $ (25,772) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 51 | 22 |
Non-cash lease expenses | 54 | 9 |
Unrealized (gain) on the exchange rate changes | (315) | (59) |
Share-based compensation | 1,126 | 868 |
Warrant expenses | 0 | 480 |
Change in fair value of derivative financial instruments | (6,341) | 2,195 |
Changes in operating assets and liabilities | ||
Accrued interest on financial investments, net | (1,497) | (2,838) |
Accrued interest on related party loan receivable, net | (1,222) | (990) |
Other assets | (1,285) | 716 |
Related party receivables | 206 | 104 |
Accounts payable | (2,909) | (1,708) |
Related party payables | 1,319 | 3,588 |
Other payables | 296 | 3,495 |
Net cash used by operating activities | (35,813) | (19,891) |
Cash flows from investing activities: | ||
Redemptions of financial investments | 10,000 | 0 |
Purchases of financial investments | (12,000) | (17,500) |
Expenditures for property, plant and equipment | (106) | (44) |
Net cash used by investing activities | (2,106) | (17,544) |
Cash flows from financing activities | ||
Proceeds from debt | 14,966 | 0 |
Non-creditor debt issuance costs | (219) | 0 |
Net cash provided by financing activities | 14,747 | 0 |
Effect of exchange rate changes on cash and cash equivalents | (122) | 126 |
Decrease in cash and cash equivalents | (23,294) | (37,309) |
Cash and cash equivalents at the beginning of the period | 46,882 | 49,146 |
Cash and cash equivalents at the end of the period | 23,588 | 11,837 |
Cash paid for | ||
Income taxes | 949 | 148 |
Interest | 273 | 0 |
Supplemental disclosure of other non-cash investing and financing activities | ||
Property, plant & equipment expenditures in accounts payable and other accruals | 8 | 121 |
Right-of-use assets obtained in exchange for operating lease liabilities | 564 | 0 |
Issuance of common stock for vested restricted stock units | $ 41 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | Note 1 – Organization and Basis of Presentation Eve Holding, I nc. (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
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | Note 2 – 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 March 31, December 31, 2024 2023 Cash $ 8,096 $ 9,173 CDBs 5,455 4,385 Fixed deposits 10,038 33,325 Total $ 23,588 $ 46,882 |
Financial Investments
Financial Investments | 3 Months Ended |
Mar. 31, 2024 | |
Financial Investments | |
Financial Investments | Note 3 – 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 days and at amortized cost March 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value HTM securities, at cost: Time deposits $ 114,714 $ - $ (283 ) $ 114,432 December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value HTM securities, at cost: Time deposits $ 111,218 $ 106 $ - $ 111,324 No allowance for credit losses were recognized as of March 31, 2024 and December 31, 2023 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | Note 4 – Related P arty Tran Relationship with Embraer Embraer S.A., a Brazilian corporation (sociedade anônima) ( “ ” one “ ” “ ” 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, 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 15 years. The MSA can be automatically renewed for additional successive one 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 he 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 “ ” condensed Fees and expenses in connection with the MSA, SSA, and other costs are payable within 45 “ ” condensed 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 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 12 months. On August 1, 2023, the Company and EAH agreed to amend the Loan Agreement ( “ ” 81 million 2024 2023 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 $ 20,889 $ 15,162 Selling, general and administrative expenses 750 581 Total $ 21,639 $ 15,743 |
Other Balance Sheet Components
Other Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
Other Balance Sheet Components | |
Other Balance Sheet Components | Note 5 – Proper ty Plant and Equipment Property, plant and equipment consisted of the following: March 31, December 31, 2024 2023 Development mockups $ 516 $ 516 Leasehold improvements 167 167 Construction in progress (“CIP”) 18 9 Computer hardware 15 15 Total property, plant and equipment $ 715 $ 707 Less: Accumulated depreciation (202 ) (160 ) Total property, plant and equipment, net $ 514 $ 547 Other Current Payables Other current payables are comprise d of the following items : March 31, December 31, 2024 2023 Accrued expenses $ 6,716 $ 7,075 Payroll accruals 5,759 4,737 Income tax payable 1,062 1,141 Other payables 704 293 Total $ 14,240 $ 13,245 Other Non-Current Payables Other non-current payables are comprised of the following items : March 31, December 31, 2024 2023 Advances from customers (a) $ 1,304 $ 1,284 Payroll accruals 276 867 Other payables 610 383 Total $ 2,191 $ 2,535 (a) Advances from customers relate to customers who have signed non-binding Letters of Intent to purchase eVTOLs. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Debt | Note 6 – In January 2023, the Company entered into a loan agreement (the “BNDES Loan Agreement”) with Banco Nacional de Desenvolvimento Economico e Social two March 31, 2024 The first loan (“Sub-credit A”), in the amount of R$80 million (approximately $ 16.0 Fundo Nacional Sobre Mudança Climática The second loan (“Sub-credit B”), in the amount of R$410 million (approximately $ 82.1 one The Company’s long-term debt outstanding included: March 31, December 31, Title Type Interest Rate 2024 2023 Sub-credit A Term Loan 4.55% $ 16,012 $ 13,132 Sub-credit B Term Loan (a 24,604 12,937 Long-term debt principal $ 40,616 $ 26,069 Unamortized debt issuance costs (b) (575 ) (305 ) Long-term debt $ 40,041 $ 25,764 (a) A fixed rate is determined for each draw on the loan, calculated as 1.10% per year plus a fixed rate to be published by BNDES every 15 days in accordance with the BNDES Loan Agreement. (b) Excludes $288 thousand and $ 348 The long-term debt principal matures as follows: Sub-credit A Sub-credit B 2024 $ - $ - 2025 - - 2026 1,483 - 2027 1,779 2,307 2028 1,779 3,076 Thereafter 10,971 19,222 Total $ 16,012 $ 24,604 As of March 31, 2024 $57.5 by January 23, 2026. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid no later than February 15, 2035. The BNDES Loan Agreement provides that the availability of such loans are subject to BNDES rules and regulations and, in the case of Sub-credit A, FNMC’s budget. In the case of Sub-credit B, the loan is subject to rules and regulations of BNDES ’ Conselho Monetário Nacional |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Warrants | |
Common Stock Warrants | Note 7 – Common Stock Warrants Warrants Classified as Equity Public Warrants In connection with the Company's initial public offering on May 9, 2022 ( “ the Closing ” ), 11.5 “ Public Warrants ” ). 1933 “ ” five years March 31, 2024 11.5 million 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) 24,095,072 shares of common stock with an exercise price of $0.01 per share (“Penny Warrants”), (ii) 12,000,000 shares of common stock with an exercise price of $15.00 per share, and (iii) 5,000,000 shares of common stock with an exercise price of $11.50 per share. Warrants with exercise prices of $15.00 and $11.50 per share are defined as Market Warrants. 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. The New Warrants were recognized, measured, and classified by the Company as follows: (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 (b) Potential customers : Market and Penny Warrants issued or issuable to potential customers of Eve were determined to be within the scope of ASC 718 606 718 606 as Eve has no current revenue or binding contracts in place. Market Warrants issued at Closing to potential customers vested immediately and have no contingencies. (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 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 , (e) the time at which ten As of March 31, 2024 except for cases where there has been a modification, where fair value is remeasured on the modification date. The fair value of Penny Warrants was calculated by subtracting $0.01 from Eve’s share price on the grant date. Market Warrants with an exercise price of $ 11.50 were 15.00 F orfeitures 718 The following table summarizes the Black-Scholes model inputs and assumptions: May 9, Market Warrants with exercise price of $15.00 2022 Share Price (S 0 $ 11.32 Maturity Date 12/31/2025 Time (T) - Years 3.63 Strike Price (X) $ 15.00 Risk-free Rate (r) 2.85 % Volatility (σ) 7.93 % Dividend Yield (q) 0.00 % Warrant Value $ 0.11 Warrants Classified as Liabilities Private Placement Warrants In connection with the Company's initial public offering on May 9, 2022 ( “ the Closing ” ), 14.3 “ Private Placement Warrants ” ) were issued. changes for the settlement amount of the Private Placement Warrants. Since the settlement amount depends solely on who holds the instrument, which is not an input to the fair value of a fixed-for-fixed option or forward on equity shares, the Private Placement Warrants are liability classified. As of March 31, 2024 14.3 million |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Note 8 – Derivative Financial Instruments The Company has derivative financial instrument liabilities of $7.6 million and $14.0 million, as of March 31, 2024 and December 31, 2023, respectively, related to the Private Placement Warrants. The Company uses the share price of its Public Warrants as the input for the recurring fair value measurement of Private Placement Warrants at the end of each reporting period within the “ ” condensed During the three months ended March 31, 2024 from the change in fair value of derivative liabilities” line in the condensed condensed cash flows. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 – Fair Value Measurements 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 fair values determined based on unadjusted quoted prices in active markets for identical instruments. Level 2 other observable inputs for the instruments, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 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 8 Private Placement Warrants 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 $ 7,624 $ - $ 7,624 $ - $ 13,965 $ - $ 13,965 $ - Debt $ 40,041 $ - $ 34,805 $ - $ 25,764 $ - $ 21,273 $ - |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity | |
Equity | Note 10 – Equity 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 $0.001 per share: (i) 1,000,000,000 shares of common stock; and (ii) 100,000,000 shares of preferred stock. There were 269,365,708 269,359,021 March 31, 2024 December 31, 2023 Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. No March 31, 2024 Preferred stock may be issued at the discretion of the Company ’ March 31, 2024 and December 31, 2023 , there was preferred stock issued and outstanding. 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. |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share | |
Earnings Per Share | Note 11 – er Share 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 no Three Months Ended March 31, 2024 2023 Net loss $ (25,296 ) $ (25,772 ) Weighted-average shares outstanding 276,263 275,494 Net loss per share – $ (0.09 ) $ (0.09 ) For the three months ended March 31, 2024 2023 6.4 The following table presents potentially dilutive securities excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. March 31, 2024 2023 Unvested restricted stock units 1,141 914 Penny warrants with unmet contingencies 13,523 14,173 Warrants “out of the money” 42,750 42,750 Total 57,413 57,837 Warrants that are “ |
Research and Development Expens
Research and Development Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Research and Development Expenses | |
Research and Development Expenses | Note 12 – Research and Developm ent Expenses Research and development expenses consisted of the following: Three Months Ended March 31, 2024 2023 Outsourced services $ 24,677 $ 19,437 Payroll costs 2,607 2,036 Other expenses 171 55 Total $ 27,455 $ 21,528 |
Selling, General and Administra
Selling, General and Administrative Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Selling, General and Administrative Expenses | |
Selling, General and Administrative Expenses | Note 13 – Selling, G dm inistrative Expenses Selling, general and administrative expenses consisted of the follow ing: Three Months Ended March 31, 2024 2023 Payroll costs $ 3,273 $ 2,718 Outsourced services 2,097 2,110 Director & Officers insurance 379 1,002 Other expenses 728 324 Total $ 6,477 $ 6,154 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | Note 14 – Income Taxes 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 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 15 – Leases 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 ” “ ” 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 $ 443 $ 474 ROU assets, net - third parties 576 34 Total ROU assets, net $ 1,019 $ 508 Operating lease liabilities - related parties $ 437 $ 474 Operating lease liabilities - third parties 574 36 Total operating lease liabilities $ 1,011 $ 510 Futur e minimu March 31, 2024 Ope rating Lea 2024 $ 344 2025 459 2026 221 2027 92 2028 - Thereafter - Total minimum lease payments 1,116 Imputed interest (105 ) Total operating lease liabilities $ 1,011 As of March 31, 2024, the Company has one . The Company will also have additional leases commence for equipment from third parties during 2024. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 16 – As of March 31, 2024 December 31, 2023 he 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 |
Segments
Segments | 3 Months Ended |
Mar. 31, 2024 | |
Segments | |
Segments | Note 17 – Segments 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 three different operating and reportable segments as the CODM assesses the operation results by each R&D project, as follows: eVTOL The Company is designing and certifying an eVTOL pur pose-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 Service and Operations Solutions The Company plans to offer a full suite of 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 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 $ 24,644 $ 20,115 Service and Operations Solutions 1,593 702 UATM 1,219 711 Total $ 27,455 $ 21,528 (Income)/expense not allocated to segments, net (2,782 ) 4,070 Loss before income taxes $ (24,673 ) $ (25,598 ) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Use of Estimates | 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 | 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 | 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 (Tabl
Cash and cash equivalents (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents | |
Schedule of cash and cash equivalents | March 31, December 31, 2024 2023 Cash $ 8,096 $ 9,173 CDBs 5,455 4,385 Fixed deposits 10,038 33,325 Total $ 23,588 $ 46,882 |
Financial Investments (Tables)
Financial Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Financial Investments | |
Schedule of Financial Investments | March 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value HTM securities, at cost: Time deposits $ 114,714 $ - $ (283 ) $ 114,432 December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value HTM securities, at cost: Time deposits $ 111,218 $ 106 $ - $ 111,324 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Schedule of Related Party Transactions | Three Months Ended March 31, 2024 2023 Research and development expenses $ 20,889 $ 15,162 Selling, general and administrative expenses 750 581 Total $ 21,639 $ 15,743 |
Other Balance Sheet Components
Other Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Balance Sheet Components | |
Schedule of Property, plant and equipment | March 31, December 31, 2024 2023 Development mockups $ 516 $ 516 Leasehold improvements 167 167 Construction in progress (“CIP”) 18 9 Computer hardware 15 15 Total property, plant and equipment $ 715 $ 707 Less: Accumulated depreciation (202 ) (160 ) Total property, plant and equipment, net $ 514 $ 547 |
Summary of other current payables | March 31, December 31, 2024 2023 Accrued expenses $ 6,716 $ 7,075 Payroll accruals 5,759 4,737 Income tax payable 1,062 1,141 Other payables 704 293 Total $ 14,240 $ 13,245 |
Summary of other non-current payables | March 31, December 31, 2024 2023 Advances from customers (a) $ 1,304 $ 1,284 Payroll accruals 276 867 Other payables 610 383 Total $ 2,191 $ 2,535 (a) Advances from customers relate to customers who have signed non-binding Letters of Intent to purchase eVTOLs. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Schedule of long-term debt outstanding | March 31, December 31, Title Type Interest Rate 2024 2023 Sub-credit A Term Loan 4.55% $ 16,012 $ 13,132 Sub-credit B Term Loan (a 24,604 12,937 Long-term debt principal $ 40,616 $ 26,069 Unamortized debt issuance costs (b) (575 ) (305 ) Long-term debt $ 40,041 $ 25,764 (a) A fixed rate is determined for each draw on the loan, calculated as 1.10% per year plus a fixed rate to be published by BNDES every 15 days in accordance with the BNDES Loan Agreement. (b) Excludes $288 thousand and $ 348 |
Schedule of long-term debt principal maturity | Sub-credit A Sub-credit B 2024 $ - $ - 2025 - - 2026 1,483 - 2027 1,779 2,307 2028 1,779 3,076 Thereafter 10,971 19,222 Total $ 16,012 $ 24,604 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Warrants | |
Schedule of Warrants, valuation assumptions | May 9, Market Warrants with exercise price of $15.00 2022 Share Price (S 0 $ 11.32 Maturity Date 12/31/2025 Time (T) - Years 3.63 Strike Price (X) $ 15.00 Risk-free Rate (r) 2.85 % Volatility (σ) 7.93 % Dividend Yield (q) 0.00 % Warrant Value $ 0.11 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Schedule of company’s financial assets and 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 $ 7,624 $ - $ 7,624 $ - $ 13,965 $ - $ 13,965 $ - Debt $ 40,041 $ - $ 34,805 $ - $ 25,764 $ - $ 21,273 $ - |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share | |
Schedule of earnings per share | Three Months Ended March 31, 2024 2023 Net loss $ (25,296 ) $ (25,772 ) Weighted-average shares outstanding 276,263 275,494 Net loss per share – $ (0.09 ) $ (0.09 ) |
Schedule of number of anti-dilutive shares excluded from the calculation of diluted net loss per share | March 31, 2024 2023 Unvested restricted stock units 1,141 914 Penny warrants with unmet contingencies 13,523 14,173 Warrants “out of the money” 42,750 42,750 Total 57,413 57,837 |
Research and Development (Table
Research and Development (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Research and Development Expenses | |
Research and Development | Three Months Ended March 31, 2024 2023 Outsourced services $ 24,677 $ 19,437 Payroll costs 2,607 2,036 Other expenses 171 55 Total $ 27,455 $ 21,528 |
Selling, general and administ_2
Selling, general and administrative (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Selling, General and Administrative Expenses | |
Schedule of selling, general and administrative expenses | Three Months Ended March 31, 2024 2023 Payroll costs $ 3,273 $ 2,718 Outsourced services 2,097 2,110 Director & Officers insurance 379 1,002 Other expenses 728 324 Total $ 6,477 $ 6,154 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Summary of balance sheet components of leases | March 31, December 31, 2024 2023 Supplemental balance sheet information ROU assets, net - related parties $ 443 $ 474 ROU assets, net - third parties 576 34 Total ROU assets, net $ 1,019 $ 508 Operating lease liabilities - related parties $ 437 $ 474 Operating lease liabilities - third parties 574 36 Total operating lease liabilities $ 1,011 $ 510 |
Schedule of future minimum lease payment obligations | Ope rating Lea 2024 $ 344 2025 459 2026 221 2027 92 2028 - Thereafter - Total minimum lease payments 1,116 Imputed interest (105 ) Total operating lease liabilities $ 1,011 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segments | |
Schedule of information related to the operating results based on cost by each R&D project | Three Months Ended March 31, Research and development expenses by segment 2024 2023 eVTOL $ 24,644 $ 20,115 Service and Operations Solutions 1,593 702 UATM 1,219 711 Total $ 27,455 $ 21,528 (Income)/expense not allocated to segments, net (2,782 ) 4,070 Loss before income taxes $ (24,673 ) $ (25,598 ) |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents | ||
Cash | $ 8,096 | $ 9,173 |
CDBs | 5,455 | 4,385 |
Fixed deposits | 10,038 | 33,325 |
Total cash and cash equivalents | $ 23,588 | $ 46,882 |
Financial investments (Details)
Financial investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Investment Holdings [Line Items] | ||
Amortized Cost | $ 114,714 | $ 111,218 |
Held-to-Maturity Securities [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Amortized Cost | 114,714 | 111,218 |
Unrealized Gains | 0 | 106 |
Unrealized Losses | (283) | 0 |
Fair Value | $ 114,432 | $ 111,324 |
Financial investments (Details
Financial investments (Details 1 Textuals) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Financial Investments | ||
Maturity of time deposits | 90 days | |
Impaired financing receivable related allowance | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | $ 21,639 | $ 15,743 |
Research and development expenses | ||
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | 20,889 | 15,162 |
Selling, general and administrative expenses | ||
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | $ 750 | $ 581 |
Related Party Transactions (D_2
Related Party Transactions (Details 1 - Textuals) - USD ($) $ in Thousands | 3 Months Ended | ||||
Aug. 01, 2023 | Aug. 01, 2022 | Dec. 14, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | |
Master Service Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Service agreement fees and expenses settlement days | 45 days | ||||
Shared Service Agreement [Member] | Parent Company [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period of service agreement term | 15 years | ||||
ERJ | Master Service Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period of service agreement renewal term | 1 year | ||||
Atech | Master Service Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period of service agreement term | 15 years | ||||
Embraer Aircraft Holding Inc. (“EAH”) | |||||
Related Party Transaction [Line Items] | |||||
Principal amount of loans receivable | $ 81,000 | ||||
Loans receivable, Annual interest rate | 5.97% | ||||
Period of loan agreement term | 12 months | ||||
Period of loan agreement renewal term | 12 months | ||||
Credit losses were recognized related to the loans receivable | $ 0 | $ 0 | |||
Ownership Percentage (as a percent) | 90% |
Other Balance Sheet Component_2
Other Balance Sheet Components (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Balance Sheet Components | ||
Total property, plant and equipment | $ 715 | $ 707 |
Less: Accumulated depreciation | (202) | (160) |
Total property, plant and equipment, net | 514 | 547 |
Development mockup | ||
Other Balance Sheet Components | ||
Total property, plant and equipment | 516 | 516 |
Leasehold improvement | ||
Other Balance Sheet Components | ||
Total property, plant and equipment | 167 | 167 |
Construction in progress ("CIP") | ||
Other Balance Sheet Components | ||
Total property, plant and equipment | 18 | 9 |
Computer hardware | ||
Other Balance Sheet Components | ||
Total property, plant and equipment | $ 15 | $ 15 |
Other Balance Sheet Component_3
Other Balance Sheet Components (Details 1) - Nonrelated Party [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities, Current [Abstract] | ||
Accrued expenses | $ 6,716 | $ 7,075 |
Payroll accruals | 5,759 | 4,737 |
Income tax payable | 1,062 | 1,141 |
Other payables | 704 | 293 |
Total | 14,240 | 13,245 |
Other Liabilities, Noncurrent [Abstract] | ||
Advances from customers | 1,304 | 1,284 |
Payroll accruals | 276 | 867 |
Other payable | 610 | 383 |
Total | $ 2,191 | $ 2,535 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | ||
Debt | |||
Long-term debt principal, Carrying Amount | $ 40,616 | $ 26,069 | |
Unamortized debt issuance costs, Carrying Amount | [1] | (575) | (305) |
Long-term debt, Carrying Amount | 40,041 | 25,764 | |
Deferred charges related to debt issuance costs | 288 | 348 | |
Sub-credit A | |||
Debt | |||
Long-term debt principal, Carrying Amount | $ 16,012 | $ 13,132 | |
Long-term debt, fixed interest rate stated | 4.55% | 4.55% | |
Sub-credit B | |||
Debt | |||
Long-term debt principal, Carrying Amount | $ 24,604 | $ 12,937 | |
Brazil’s National Development Bank (“BNDES”) | Sub-credit B | |||
Debt | |||
Long-term debt, basis spread on variable rate | 1.10% | ||
Fixed rate of interest publish terms | 15 days | ||
[1] Excludes $288 thousand and $ 348 |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Long-term debt principal maturity | ||
Total | $ 40,616 | $ 26,069 |
Sub-credit A | ||
Long-term debt principal maturity | ||
2024 | 0 | |
2025 | 0 | |
2026 | 1,483 | |
2027 | 1,779 | |
2028 | 1,779 | |
Thereafter | 10,971 | |
Total | 16,012 | 13,132 |
Sub-credit B | ||
Long-term debt principal maturity | ||
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 2,307 | |
2028 | 3,076 | |
Thereafter | 19,222 | |
Total | $ 24,604 | $ 12,937 |
Debt (Details 2 - Textuals)
Debt (Details 2 - Textuals) R$ in Millions, $ in Millions | Sep. 12, 2023 USD ($) | Mar. 31, 2024 BRL (R$) | Mar. 31, 2024 USD ($) | Jan. 23, 2023 BRL (R$) | Jan. 23, 2023 USD ($) |
Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | Sub-credit A | |||||
Debt | |||||
Line of credit | R$ 80 | $ 16 | |||
Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | Sub-credit B | |||||
Debt | |||||
Line of credit | R$ 410 | 82.1 | |||
Line of credit facility, available to be drawn | $ 57.5 | ||||
Eve Brazil | Brazil’s National Development Bank (“BNDES”) | Sub-credit B | |||||
Debt | |||||
Commitment fee amount | $ 0.4 | ||||
Eve Brazil | Loan Agreement | Brazil’s National Development Bank (“BNDES”) | Two lines of credit | |||||
Debt | |||||
Line of credit | R$ 490 | $ 98.1 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - Market Warrants - Strategic Warrants, two | May 09, 2022 $ / shares |
Share Price (S0) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 11.32 |
Maturity Date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Maturity Date | Dec. 31, 2025 |
Time (T) - Years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Term | 3 years 7 months 17 days |
Strike Price (X) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 15 |
Risk-free Rate (r) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0.0285 |
Volatility (σ) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0.0793 |
Dividend Yield (q) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0 |
Warrant Value | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0.11 |
Common Stock Warrants (Details
Common Stock Warrants (Details 1 Textuals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2022 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days | |
Warrants and Rights Outstanding, Term | 5 years | |
Class of warrants redemption price per unit | $ 0.01 | |
Public Warrants | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued | 11,500,000 | |
Number of securities called by each warrant | 1 | |
Common Stock, Exercise price | $ 11.5 | |
Class of warrants, Convertible, Stock Price Trigger | $ 18 | |
Class of warrant or right redemption threshold consecutive trading days | 20 days | |
Class of warrant or right redemption threshold trading days | 30 days | |
Private Placement Warrants | Common stock | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued | 14,300,000 | |
Number of securities called by each warrant | 1 | |
Common Stock, Exercise price | $ 11.5 |
Common Stock Warrants (Detail_2
Common Stock Warrants (Details 2 Textuals) | 3 Months Ended | |
Mar. 31, 2024 eVTOLs $ / shares shares | May 09, 2022 $ / shares shares | |
Strategic Warrants | ||
Class of Stock [Line Items] | ||
Number of electrical vertical take-off and landing (eVTOLs) | eVTOLs | 700 | |
Number of categories of warrants | 2 | |
Strategic Warrants | Penny Warrants | ||
Class of Stock [Line Items] | ||
Common Stock, Exercise price | $ / shares | $ 0.01 | |
Strategic Warrants | Common stock | ||
Class of Stock [Line Items] | ||
Warrants outstanding | 37,422,536 | |
Strategic Warrants, one | Common stock | Penny Warrants | ||
Class of Stock [Line Items] | ||
Common Stock issuable shares | 24,095,072 | |
Common Stock, Exercise price | $ / shares | $ 0.01 | |
Strategic Warrants, two | Common stock | Market Warrants | ||
Class of Stock [Line Items] | ||
Common Stock issuable shares | 12,000,000 | |
Common Stock, Exercise price | $ / shares | $ 15 | |
Strategic Warrants, three | Common stock | Market Warrants | ||
Class of Stock [Line Items] | ||
Common Stock issuable shares | 5,000,000 | |
Common Stock, Exercise price | $ / shares | $ 11.5 | |
Private Placement Warrants | Common stock | ||
Class of Stock [Line Items] | ||
Common Stock, Exercise price | $ / shares | $ 11.5 | |
Number of securities called by each warrant | 1 | |
Warrants outstanding | 14,300,000 | |
Public Warrants | ||
Class of Stock [Line Items] | ||
Class of warrants redemption price per unit | $ / shares | $ 0.01 | |
Public Warrants | Common stock | ||
Class of Stock [Line Items] | ||
Common Stock, Exercise price | $ / shares | $ 11.5 | |
Number of securities called by each warrant | 1 | |
Warrants outstanding | 11,500,000 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details Textuals) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Derivative Financial Instruments | |||
Derivative financial instruments liabilities | $ 7,624 | $ 13,965 | |
Gain/(loss) from the change in fair value of derivative liabilities | $ 6,341 | $ (2,195) |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair value measurement [Line Items] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Current | Derivative Liability, Current |
Fair Value, Recurring | Carrying Amount | ||
Fair value measurement [Line Items] | ||
Private Placement Warrants | $ 7,624 | $ 13,965 |
Debt | 40,041 | 25,764 |
Fair Value, Recurring | Level 1 | ||
Fair value measurement [Line Items] | ||
Private Placement Warrants | 0 | 0 |
Debt | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair value measurement [Line Items] | ||
Private Placement Warrants | 7,624 | 13,965 |
Debt | 34,805 | 21,273 |
Fair Value, Recurring | Level 3 | ||
Fair value measurement [Line Items] | ||
Private Placement Warrants | 0 | 0 |
Debt | $ 0 | $ 0 |
Equity_ (Details Textuals)
Equity (Details Textuals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | |
Preferred stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 269,365,708 | 269,359,021 |
Common stock, shares outstanding | 269,365,708 | 269,359,021 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, voting rights | one vote per share |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share | ||
Net loss | $ (25,296) | $ (25,772) |
Weighted-average number of shares outstanding - basic | 276,263 | 275,494 |
Weighted-average number of shares outstanding - diluted | 276,263 | 275,494 |
Net loss per share basic (in dollars per share) | $ (0.09) | $ (0.09) |
Net loss per share diluted (in dollars per share) | $ (0.09) | $ (0.09) |
Earnings per share (Details 1)
Earnings per share (Details 1) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 57,413 | 57,837 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,141 | 914 |
Penny warrants subject to unmet contingencies | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,523 | 14,173 |
Warrants "out of the money" | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 42,750 | 42,750 |
Earnings per share (Details 2 -
Earnings per share (Details 2 - Textuals) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Penny warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares outstanding, basic and diluted | 6.9 | 6.4 |
Research and Development Expe_2
Research and Development Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Research And Development [Line Items] | ||
Total | $ 27,455 | $ 21,528 |
Research and Development Expense [Member] | ||
Research And Development [Line Items] | ||
Outsourced services | 24,677 | 19,437 |
Payroll costs | 2,607 | 2,036 |
Other expenses | 171 | 55 |
Total | $ 27,455 | $ 21,528 |
Selling, General and Administ_3
Selling, General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Selling, General and Administrative | ||
Total | $ 6,477 | $ 6,154 |
Selling, General and Administrative Expenses [Member] | ||
Selling, General and Administrative | ||
Payroll costs | 3,273 | 2,718 |
Outsourced services | 2,097 | 2,110 |
Director & Officers insurance | 379 | 1,002 |
Other Expenses | 728 | 324 |
Total | $ 6,477 | $ 6,154 |
Income Taxes (Details Textuals)
Income Taxes (Details Textuals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes [Line Items] | ||
Income tax expense | $ 623 | $ 174 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Supplemental balance sheet information | ||
Total operating lease ROU assets | $ 1,019 | $ 508 |
Total operating lease liabilities | $ 1,011 | $ 510 |
Operating lease liabilities, statement of financial position | Other Liabilities | Other Liabilities |
Related Party | ||
Supplemental balance sheet information | ||
Total operating lease ROU assets | $ 443 | $ 474 |
Total operating lease liabilities | 437 | 474 |
Nonrelated Party | ||
Supplemental balance sheet information | ||
Total operating lease ROU assets | 576 | 34 |
Total operating lease liabilities | $ 574 | $ 36 |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Future minimum lease payments with related parties | ||
2024 | $ 344 | |
2025 | 459 | |
2026 | 221 | |
2027 | 92 | |
2028 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 1,116 | |
Imputed interest | (105) | |
Total operating lease liabilities | $ 1,011 | $ 510 |
Leases (Details 2 - Textuals)
Leases (Details 2 - Textuals) | Mar. 31, 2024 Number |
Related Party | |
Leases. | |
Lessee, Operating Lease, Lease Not yet Commenced, Number of Leases | 1 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Research and development expenses | $ 27,455 | $ 21,528 |
Expenses not allocated to segments, net | (2,782) | 4,070 |
Loss before income taxes | (24,673) | (25,598) |
eVTOL [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Research and development expenses | 24,644 | 20,115 |
UATM [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Research and development expenses | 1,219 | 711 |
Service and Operations Solutions | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Research and development expenses | $ 1,593 | $ 702 |
Segments (Details 1 - Textuals)
Segments (Details 1 - Textuals) | 3 Months Ended |
Mar. 31, 2024 Number | |
Segments | |
Number of operating segments | 3 |
Number of reportable segments | 3 |