Eve Holding, Inc. (NYSE:EVEX) Q1 2023 Earnings Call May 9, 2023 8:00 AM ET Company Participants Lucio Aldworth - Director, Investor Relations Gerard J. DeMuro - Co-Chief Executive Officer André Duarte Stein - Co-Chief Executive Officer Eduardo Couto - Chief Financial Officer Conference Call Participants Savanthi Syth - Raymond James Cai von Rumohr - Cowen Sheila Kahyaoglu - Jefferies Andres Sheppard - Cantor Fitzgerald Marvin Fong - BTIG Operator Good morning, and welcome to the Eve Air Mobility First Quart ...

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited statements show a net loss increase to $25.8 million, driven by higher operating expenses and resulting in decreased total assets [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $296.3 million while total liabilities increased, leading to a reduction in stockholders' equity Condensed Consolidated Balance Sheet Data (as of March 31, 2023 vs. December 31, 2022) | Balance Sheet Item | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $295,536,648 | $312,207,206 | | Cash and cash equivalents | $11,837,193 | $49,146,063 | | Financial investments | $199,119,647 | $178,781,549 | | **Total Assets** | **$296,338,106** | **$312,875,428** | | **Total Current Liabilities** | $32,863,549 | $24,933,011 | | Related party payables | $16,222,416 | $12,625,243 | | **Total Liabilities** | **$33,839,852** | **$25,953,085** | | **Total Stockholders' Equity** | **$262,498,254** | **$286,922,343** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Net loss widened to $25.8 million from $10.0 million year-over-year due to significantly higher R&D and SG&A expenses Condensed Consolidated Statements of Operations (For the Three Months Ended March 31) | Line Item | 2023 | 2022 | | :--- | :--- | :--- | | Research and development | $(21,528,338) | $(9,114,687) | | Selling, general and administrative | $(6,154,319) | $(1,318,033) | | **Loss from operations** | **$(27,682,657)** | **$(10,432,720)** | | Financial investment income | $3,254,400 | $63,381 | | **Net loss** | **$(25,771,982)** | **$(10,010,008)** | | Net loss per share basic and diluted | $(0.09) | $(0.05) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased substantially to $19.9 million, contributing to a $37.3 million decrease in cash Condensed Consolidated Statements of Cash Flows (For the Three Months Ended March 31) | Cash Flow Item | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(19,891,123) | $(1,868,950) | | Net cash used in investing activities | $(17,543,699) | - | | **Decrease in cash and cash equivalents** | **$(37,308,870)** | **$(1,868,950)** | | Cash and cash equivalents at end of period | $11,837,193 | $12,507,573 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the reverse recapitalization, accounting policy changes, related-party transactions, and a new R$490 million loan facility - The business combination with Zanite Acquisition Corp on May 9, 2022, was accounted for as a **reverse recapitalization**, with Eve Sub's historical financial statements continuing as the Company's financial statements[33](index=33&type=chunk)[36](index=36&type=chunk) - Effective January 1, 2022, the company switched from a 'management approach' carve-out methodology to a **'legal entity approach'** for its financial statements, resulting in a separation-related adjustment to the opening balance sheet[49](index=49&type=chunk)[52](index=52&type=chunk) - On January 23, 2023, Eve Brazil entered into a loan agreement with BNDES for two lines of credit totaling **R$490 million (approx. $96 million)** to support eVTOL development, though no amount has been drawn as of March 31, 2023[91](index=91&type=chunk)[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses its pre-revenue status, rising Q1 net loss driven by R&D and SG&A, and confirms liquidity for the next year [Overview and Business Model](index=25&type=section&id=Overview%20and%20Business%20Model) The company is a development-stage UAM leader with a holistic ecosystem model requiring substantial future capital - Eve's business model is built on four pillars: **eVTOL Production and Design, Service and Support, Fleet Operations, and Urban Air Traffic Management (UATM)**[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - The company has **not generated any revenue to date** and expects to finance its operations through existing cash, offerings, and debt until its products are commercialized[143](index=143&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Q1 net loss grew 157% to $25.8 million, driven by a 136% rise in R&D and a 367% increase in SG&A expenses Comparison of Operating Results (Q1 2023 vs. Q1 2022) | Line Item | Q1 2023 | Q1 2022 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research and development | $(21,528,338) | $(9,114,687) | $(12,413,651) | 136% | | Selling, general and administrative | $(6,154,319) | $(1,318,033) | $(4,836,286) | 367% | | **Loss from operations** | **$(27,682,657)** | **$(10,432,720)** | **$(17,249,937)** | **165%** | | **Net loss** | **$(25,771,982)** | **$(10,010,008)** | **$(15,761,974)** | **157%** | - The increase in R&D expenses was primarily due to **higher headcount and engineering expenses** related to prototype development, including costs for batteries, motors, and thermal management systems[175](index=175&type=chunk) - The rise in SG&A expenses was largely driven by an **increase in team size, consulting services, marketing expenses**, and charges under the Shared Service Agreement[176](index=176&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company has $294.6 million in liquidity, sufficient for the next twelve months but not for full commercial launch - Total liquidity as of March 31, 2023, was **$294.6 million**, comprising $11.84 million in cash, $199.12 million in marketable securities, and an $83.64 million related party loan receivable[182](index=182&type=chunk) - Current funds are expected to cover operating plans for the next 12 months but are **likely insufficient for the full development and commercial launch** of the eVTOL aircraft[185](index=185&type=chunk) - The company secured credit lines with BNDES for approximately **$96 million**, adding to total liquidity once drawn[182](index=182&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk from Brazilian cash equivalents and foreign currency risk from its BRL-denominated operations - The company faces **interest rate risk** from cash equivalents in Brazil indexed to the CDI rate[200](index=200&type=chunk) - Eve is exposed to **foreign currency risk** from its Brazilian operations, with 2% of total assets and 15% of total liabilities denominated in Brazilian Reais as of March 31, 2023[203](index=203&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to unremediated material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2023, due to unremediated material weaknesses[207](index=207&type=chunk) - Identified material weaknesses include **ineffective controls for non-routine/complex transactions**, inadequate risk assessment processes, and a lack of sufficient personnel with qualifications for complex accounting[210](index=210&type=chunk) - A **remediation plan is in progress**, involving engaging outside consultants, hiring additional qualified personnel, and enhancing risk assessment and communication processes[211](index=211&type=chunk)[214](index=214&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently party to any material legal proceedings - As of the report date, Eve is **not involved in any material legal proceedings**[216](index=216&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) The report refers to the company's Annual Report on Form 10-K/A for a comprehensive discussion of risk factors - For a detailed discussion of risk factors, the report refers to the **Company's Annual Report on Form 10-K/A** for the year ended December 31, 2022[217](index=217&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including corporate documents, a loan agreement, and required officer certifications - The exhibits filed include corporate governance documents, the **BNDES Loan Agreement**, and required CEO/CFO certifications[224](index=224&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC. Delaware 85-2549808 (State or other jurisdiction of incorporation or organization) 1400 General Aviation Drive M ...

Financial Data and Key Metrics Changes - The company reported a net loss of $20 million for Q4 2022 and a total loss of $174 million for the year, with nonrecurring costs related to warrants and IPO expenses amounting to $111 million, resulting in a recurring loss of $63 million for 2022 [21][97][102] - Total liquidity at the end of Q4 2022 was $311 million, down from $330 million in Q3 2022, but with additional credit lines, total liquidity exceeds $400 million, sufficient to fund operations through 2025 [82][116] Business Line Data and Key Metrics Changes - The company has a diversified backlog with nonbinding letters of intent (LOIs) for 2,770 aircraft from 26 customers across 12 countries, indicating strong long-term revenue visibility [9] - R&D investments totaled $18 million in Q4 2022 and $52 million for the full year, primarily focused on eVTOL development and Urban Air Traffic Management systems [97] Market Data and Key Metrics Changes - The company is leveraging Embraer's existing infrastructure and skilled workforce, which helps reduce development costs and enhances operational efficiency [98] - The eVTOL market is evolving, with a shift from hype to a more mature phase, leading to potential consolidations and a focus on a smaller number of viable projects [54] Company Strategy and Development Direction - The company aims to enter service in 2026, with a focus on optimizing aircraft design and reducing development costs through rigorous testing and supplier engagement [7][92] - The strategy includes developing a complete solution encompassing aircraft, maintenance, and air traffic control, addressing the broader Urban Air Mobility ecosystem [81][98] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the liquidity position and the ability to fund R&D and certification efforts through 2025, emphasizing a strategic approach to customer engagement and market readiness [63][102] - The company is actively engaged with existing customers to refine operational concepts and ensure market readiness for eVTOL deployment [43] Other Important Information - The company has initiated its Type Certification process with ANAC and plans to follow with FAA certification, which is expected to be more efficient due to a bilateral agreement [93] - The Urban Air Traffic Management software is being developed concurrently, with early versions already deployed for testing with potential customers [79][48] Q&A Session Summary Question: What is the current demand environment for new orders? - The company continues its sales campaign and is actively engaging with existing customers to understand operational needs, while also exploring new customer opportunities [43] Question: When can the company start collecting predelivery payments (PDPs)? - The company anticipates starting to see PDPs in 2024, with expectations for increased collections in 2025 and 2026 as the certification milestones are achieved [65][66] Question: How is the supplier selection process progressing? - The company is in the process of finalizing supplier selections for critical components, which will provide clearer visibility on costs and enable the firming of orders [106][112] Question: What is the expected timeline for certification testing? - The certification flight test campaign is expected to take around 18 months, with the company not disclosing specific dates to ensure safety and compliance [127] Question: How does the company view the competitive landscape in the eVTOL market? - Management noted that the industry is moving beyond the initial hype phase, with a focus on a smaller number of viable projects and potential consolidations [54]

Table of Contents As filed with the Securities and Exchange Commission on January 13, 2023 Registration No. 333-265337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 EVE HOLDING, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 3721 85-2549808 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Id ...

Financial Data and Key Metrics Changes - The company reported a net loss of $36.7 million for Q3 2022 and $154 million for the first nine months of the year [36] - Total liquidity increased to approximately $400 million, providing multiple years of cash for eVTOL development [38][39] - The company invested $14 million in R&D during Q3 2022, totaling almost $34 million for the first nine months [35] Business Line Data and Key Metrics Changes - The backlog grew significantly, with letters of intent for almost 2,800 vehicles, equating to over $8 billion [12][14] - The company has diversified its order book with over 25 clients, ensuring no single client represents more than 15% of the backlog [15] Market Data and Key Metrics Changes - The largest exposure is in North America, accounting for less than 50% of the company's business [16] - The company is expanding its global footprint with partnerships in various regions, including India and Europe [13][30] Company Strategy and Development Direction - The company aims to enhance its balance sheet through a financing agreement with the Brazilian National Development Bank, focusing on sustainable transportation [8][17] - The strategy includes a holistic approach to urban air mobility (UAM), integrating vehicle development, service support, and air traffic management [35][30] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the certification process, targeting 2026 for primary certification with ANAC and FAA [42][88] - The company is focused on developing a modular production facility to scale operations economically [52][81] Other Important Information - The company restated previous financials due to non-cash costs associated with warrants, impacting 2021 and the first half of 2022 [33][34] - The company is the only eVTOL firm with a complete solution, including vehicle, service, and air traffic control [35] Q&A Session Summary Question: Update on certification process with ANAC and expected timeline - Management confirmed that the certification process is on track for 2026, with ongoing discussions with ANAC and FAA [42][88] Question: Details on BNDES credit line - The BNDES financing includes two credit lines totaling $92.5 million, with a 12-year maturity and grace periods of three to four years [43][44] Question: Expected cash burn for 2023 and major milestones - The company anticipates cash burn to remain between $100 million and $150 million in 2023, with significant milestones in vehicle development and certification [46][47] Question: Production facility timeline - Initial development of the production facility is expected to begin by the end of 2023, with major construction in 2024 [51][52] Question: Comparison of Chicago CONOPS results to previous expectations - The Chicago simulation indicated a need for approximately 240 eVTOLs by 2035, demonstrating the potential for urban mobility in congested areas [20][21] Question: Details on LOI with Bluenest for UATM - The partnership aims to develop urban air traffic management infrastructure, enhancing efficiency for vertiport operators [60][63] Question: Status of the United Airlines relationship - The $15 million investment from United was reflected in Q3, offsetting cash burn, and discussions are ongoing for further commitments [66][70]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ 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. 001-39704 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 85-2549808 (State or other jurisdiction of ...

Financial Data and Key Metrics Changes - The company reported a net loss of $11.8 million for Q2 2022 and $21.3 million for the first half of the year, with R&D expenses of $9.8 million in Q2 and nearly $20 million in the first half [27][26] - Cash burn for the first six months of 2022 was $13.2 million, positively impacted by accounts payable of approximately $10 million related to Embraer's development services [29][30] - The company ended Q2 with approximately $330 million in cash following a net capital raise of $329 million in May [30] Business Line Data and Key Metrics Changes - The company has signed letters of intent for over 2,000 eVTOL aircraft from 22 different launch customers, indicating a diversified order book with no single customer representing more than 10% of the total [13][24] - The non-binding backlog is valued at almost $6 billion, with expectations for significant cash flow from progress down payments as letters of intent are converted into firm orders [25] Market Data and Key Metrics Changes - The company has received orders from 10 countries across six continents, showcasing a global market presence [24] - The partnership with Embraer provides access to a global infrastructure critical for development, certification, and future maintenance services [12] Company Strategy and Development Direction - The company aims to launch its eVTOL and Urban Air Mobility ecosystem by 2026, leveraging its partnership with Embraer for development and certification advantages [8][9] - The strategy includes a holistic approach to Urban Air Mobility, focusing on aircraft design, service, support, and air traffic management [26] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the certification process with Brazil's ANACC and ongoing discussions with the FAA and EASA, highlighting a clear path to certification [14][15] - The company remains focused on Urban Air Mobility while exploring defense applications through its partnership with BAE Systems and Embraer [46] Other Important Information - The company has initiated several tests, including simulations and proof-of-concept flights, to validate its eVTOL design and operational capabilities [17][70] - The design changes announced at the Farnborough Airshow aim to enhance controllability and reduce weight, contributing to energy efficiency [36][37] Q&A Session Summary Question: Next steps in the eVTOL certification process with ANACC - Management indicated multiple steps ahead, with plans to align with the FAA later this year, leveraging bilateral agreements to streamline certification [32][33] Question: Clarification on the loan agreement with Embraer - Management clarified that the company invested cash with Embraer rather than raising debt, providing a good return on investment [34] Question: Rationale behind design changes announced at Farnborough - The design changes allow for reduced power requirements and improved controllability, enhancing the vehicle's efficiency and flexibility [36][37] Question: Plans for autonomy and near-term milestones - The company is gathering data in urban environments to advance autonomous capabilities, with a focus on developing a modular architecture for future autonomous functions [63][66] Question: Insights on proof-of-concept flight testing - Management emphasized ongoing testing and simulations to refine the final design, with expectations for more mature aircraft leading up to production readiness [68][71]

Financial Performance - The company reported a net loss of $11.8 million for the three months ended June 30, 2022, compared to a net loss of $2.4 million for the same period in 2021, representing a 388% increase in losses[18]. - The loss from operations for the six months ended June 30, 2022, was $26.3 million, compared to $4.6 million for the same period in 2021, representing a 471% increase[18]. - The net loss for the six months ended June 30, 2022, was $21,282,359, compared to a net loss of $4,631,746 for the same period in 2021, representing an increase in loss of approximately 359%[36]. - The company reported a total comprehensive loss of $11.8 million for the three months ended June 30, 2022, compared to a comprehensive loss of $2.4 million in the same period of 2021[22]. - The company reported a net loss of $11,781,618 for the three months ended June 30, 2022, compared to a net loss of $2,414,626 for the same period in 2021, representing an increase in loss of approximately 388%[165]. - The net loss per share for the three months ended June 30, 2022, was $(0.05), compared to $(0.01) for the same period in 2021, indicating a significant decline in earnings[165]. Assets and Liabilities - Total current assets increased significantly to $331.2 million as of June 30, 2022, compared to $14.6 million at December 31, 2021[14]. - Total liabilities rose to $20.4 million as of June 30, 2022, from $2.2 million at December 31, 2021, marking a 820% increase[14]. - The company’s total stockholders' equity reached $310.8 million as of June 30, 2022, compared to $13.1 million at December 31, 2021, reflecting a substantial increase[15]. - Cash and cash equivalents at the end of the period were $176,316,554, up from $14,376,523 at the beginning of the period, marking an increase of approximately 1,144%[36]. - As of June 30, 2022, cash and cash equivalents totaled $176,316,554, a significant increase from $14,376,523 as of December 31, 2021, reflecting a growth of approximately 1,134%[107]. - The total outstanding related party payable as of June 30, 2022, was $9,560,773, with $8,500,315 related to the MSA[117]. Research and Development - Research and development expenses for the three months ended June 30, 2022, were $9.8 million, up from $1.9 million in the same period of 2021, indicating a 408% increase[18]. - Research and development expenses for the eVTOL segment totaled $7,599,457 for the three months ended June 30, 2022, compared to $1,680,380 for the same period in 2021, reflecting a significant increase[97]. - R&D expenses totaled $18,950,423 for six months ended June 30, 2022, compared to $3,830,463 for the same period in 2021, reflecting a significant increase[148]. Business Operations - The company is focused on advancing the urban air mobility (UAM) ecosystem through its eVTOL project and related services[39]. - The business combination with Embraer S.A. was completed on May 9, 2022, resulting in Eve becoming a wholly-owned subsidiary of the newly named Eve Holding, Inc.[40]. - The company is actively monitoring the impacts of the COVID-19 pandemic on its operations and financial condition[45]. - The company anticipates commercialization of its eVTOL services and support business beginning in 2023, with initial revenue generation from eVTOL sales expected in 2026[203]. - The company is developing a next-generation Urban Air Traffic Management (UATM) system, which it expects to offer primarily as a subscription software solution[191]. Financial Activities - The company provided $329,123,832 in net cash from financing activities for the six months ended June 30, 2022, compared to $5,055,808 in the prior year, reflecting a significant increase[36]. - The company received over $300 million in cash to fulfill its obligations upon closing, enhancing its liquidity position[114]. - The company entered into a loan agreement with Embraer Aircraft Holding, Inc. for an aggregate principal amount of up to $81,000,000 at an interest rate of 4.89% per annum[20]. Stock and Equity - The company had 264,332,132 shares of common stock issued and outstanding as of June 30, 2022, up from 235,582,132 shares as of June 30, 2021, marking an increase of about 12.2%[131]. - The company has reserved 8,730,000 shares for the 2022 Stock Incentive Plan and 14,250,000 shares underlying private placement warrants[135]. - The company issued New Warrants to purchase an aggregate of 18,650,000 shares of common stock at an exercise price of $0.01 per share, among other warrants with varying exercise prices[138]. Foreign Exchange and Tax - The company has experienced foreign currency gains and losses related to transactions settled in Brazilian reais (BRL) but recognized in USD[63]. - The company entered into a Tax Receivable Agreement, which stipulates the payment of 75% of certain federal and state net tax benefits realized[180]. - The company had a net exposure of $2,069,086 in Brazilian reais and $327,822,526 in U.S. dollars as of June 30, 2022, indicating significant foreign exchange exposure[170]. Miscellaneous - The company has not generated any revenue to date and requires substantial additional capital to develop products and fund operations[192]. - The Brazilian economic environment poses risks, including inflation and currency fluctuations, which could adversely affect the Company's business[199]. - The company has not recognized any assets or liabilities related to lease agreements as of June 30, 2022, as the lease term has not commenced[179].

Table of Contents Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading symbol(s)Name of each exchange on which registered Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant ZNTU The Nasdaq Stock Market LLC Class A common stock, par value $0.0001 par value ZNTE The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share ZNTEW The Nasda ...