UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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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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 August 1, 2022, the registrant had
Table of Contents
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Page |
PART I. |
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Item 1. |
4 |
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4 |
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5 |
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Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) |
6 |
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8 |
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9 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
25 |
Item 3. |
33 |
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Item 4. |
33 |
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PART II. |
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Item 1. |
34 |
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Item 1A. |
34 |
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Item 2. |
34 |
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Item 3. |
34 |
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Item 4. |
34 |
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Item 5. |
34 |
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Item 6. |
35 |
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36 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding future events and our future results that are subject to the safe harbors created under the Securities Act and the Exchange Act. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, the expected impact of the COVID-19 pandemic on our operations, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “goal,” “plan,” “intend,” “expect,” “seek”, and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.
As used in this report, the terms “Aeva,” “we,” “us,” “our,” and “the Company” mean Aeva Technologies, Inc. and its subsidiaries unless the context indicates otherwise.
3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE)
(UNAUDITED)
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June 30, 2022 |
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December 31, 2021 |
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Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Accounts receivable |
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Inventories |
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Other current assets |
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Total current assets |
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Operating lease right-of-use assets |
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Property, plant and equipment, net |
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Intangible assets, net |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities, convertible preferred stock and stockholders' equity |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Accrued employee costs |
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Lease liability, current portion |
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Other current liabilities |
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Total current liabilities |
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Lease liability, noncurrent portion |
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Warrant liability |
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Total liabilities |
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Convertible preferred stock $ |
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Common stock $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
) |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders' equity |
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Total liabilities, convertible preferred stock and stockholders' equity |
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$ |
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$ |
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4
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenues: |
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Product |
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$ |
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$ |
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$ |
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$ |
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Professional service |
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Total revenues |
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Cost of revenues: |
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Product |
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Professional service |
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Total cost of revenues |
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Gross profit |
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Operating expenses: |
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Research and development expenses |
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General and administrative expenses |
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Selling and marketing expenses |
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Total operating expenses |
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Operating loss |
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( |
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( |
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( |
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( |
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Interest income |
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Other income, net |
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Loss before income taxes |
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( |
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$ |
( |
) |
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( |
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$ |
( |
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Income taxes |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Unrealized loss on available-for-sale securities |
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( |
) |
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( |
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( |
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( |
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Total comprehensive loss |
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( |
) |
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( |
) |
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( |
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( |
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Net loss per share, basis and diluted |
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( |
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( |
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( |
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( |
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Weighted-average shares used in computing net loss per share, basic and diluted |
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5
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
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Accumulated |
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Convertible preferred stock |
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Common stock |
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Additional |
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Other |
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Accumulated |
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Total stockholders' |
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Shares |
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Amount |
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Shares |
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Amount |
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capital |
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loss |
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deficit |
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equity |
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Balance at December 31, 2021 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock |
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— |
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— |
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— |
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— |
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Issuance of common stock upon release of restricted |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Shares withheld for the withholding tax on vesting of restricted |
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— |
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— |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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Issuance of common stock upon exercise of warrants |
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— |
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— |
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— |
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— |
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— |
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Unrealized loss on available-for-sale securities |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance as of March 31, 2022 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
` |
$ |
( |
) |
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$ |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon release of restricted |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Shares withheld for the withholding tax on vesting of |
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— |
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— |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
) |
Unrealized loss on available-for-sale securities |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance as of June 30, 2022 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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6
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
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Accumulated |
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Convertible preferred stock |
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Common stock |
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Additional |
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Other |
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Accumulated |
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Total stockholders' |
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Shares |
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Amount |
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Shares |
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Amount |
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capital |
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loss |
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deficit |
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equity |
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Balance at December 31, 2020 (as previously |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
( |
) |
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$ |
( |
) |
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Retroactive application of recapitalization (Note 2) |
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( |
) |
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( |
) |
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— |
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— |
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$ |
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Balance at December 31, 2020, as adjusted (Note 2) |
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— |
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— |
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— |
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( |
) |
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Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock |
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— |
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— |
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— |
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— |
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— |
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Business combination and PIPE financing, net of |
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— |
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— |
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— |
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— |
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Offering cost in connection with Business |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Issuance of common stock upon release of restricted |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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|
Unrealized loss on available-for-sale securities |
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— |
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|
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— |
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— |
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— |
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— |
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( |
) |
|
|
— |
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( |
) |
Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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|
( |
) |
|
|
( |
) |
Balance as of March 31, 2021 |
|
|
— |
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$ |
— |
|
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|
$ |
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$ |
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$ |
( |
) |
|
$ |
( |
) |
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$ |
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||||
Share-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock |
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— |
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— |
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— |
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— |
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— |
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|||
Issuance of common stock upon release of restricted |
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— |
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— |
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— |
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— |
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— |
|
|
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— |
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— |
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|
Offering cost in connection with Business |
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— |
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— |
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— |
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— |
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— |
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— |
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||
Unrealized loss on available-for-sale securities |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net loss |
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— |
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— |
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— |
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— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
7
AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
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|
Six Months Ended June 30, |
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2022 |
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|
2021 |
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||
Cash flows from operating activities: |
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|
|
|
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||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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||
Change in fair value of warrant liability |
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( |
) |
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( |
) |
Stock-based compensation |
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Impairment of inventories |
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Amortization of right-of-use assets |
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Realized loss on available-for-sale securities |
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Amortization of premium on available-for-sale securities |
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Changes in operating assets and liabilities: |
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|
||
Accounts receivable |
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( |
) |
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Inventories |
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( |
) |
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( |
) |
Other current assets |
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( |
) |
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( |
) |
Other noncurrent assets |
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( |
) |
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( |
) |
Accounts payable |
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( |
) |
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Accrued liabilities |
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( |
) |
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Accrued employee costs |
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( |
) |
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Lease liability |
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( |
) |
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( |
) |
Other current liabilities |
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( |
) |
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Net cash used in operating activities |
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( |
) |
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( |
) |
Cash flows from investing activities: |
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||
Purchase of property, plant and equipment |
|
|
( |
) |
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( |
) |
Purchase of available-for-sale securities |
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( |
) |
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( |
) |
Proceeds from maturities of available-for-sale securities |
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Net cash provided by (used in) investing activities |
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( |
) |
|
Cash flows from financing activities: |
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Proceeds from business combination and private offering |
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Transaction costs related to business combination and private offering |
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( |
) |
|
Payments of taxes withheld on net settled vesting of restricted stock units |
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( |
) |
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Proceeds from exercise of warrants |
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Proceeds from exercise of stock options |
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Net cash provided by (used in) financing activities |
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( |
) |
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Net increase (decrease) in cash and cash equivalents |
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||
Beginning cash and cash equivalents |
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||
Ending cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of cash flow information: |
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|
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||
Cash paid for interest |
|
$ |
|
|
$ |
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||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of non-cash investing and financing activities: |
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||
Changes in purchases of property and equipment recorded in accounts payable and accrued |
|
$ |
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|
$ |
|
||
Private placement of warrants acquired as part of merger |
|
$ |
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$ |
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||
Right-of-use asset obtained in exchange for lease liability |
|
$ |
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$ |
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||
Non-cash lease adoption |
|
$ |
|
|
$ |
|
8
AEVA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.
On March 12, 2021 (the “Closing Date”), Aeva, Inc. consummated a business combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) pursuant to the Business Combination Agreement dated as of November 2, 2020 (the “BCA”), by and among IPV, WLLY Merger Sub Corp., a wholly owned subsidiary of IPV, and Aeva, Inc. Immediately upon the consummation of the Business Combination, WLLY Merger Sub Corp. merged with and into Aeva, Inc., with Aeva, Inc. surviving the merger as a wholly owned subsidiary of IPV. IPV changed its name to Aeva Technologies, Inc. and the pre-combination Aeva retained its name of Aeva, Inc. Unless the context otherwise requires, “we,” “us,” “our,” “Aeva,” and the “Company” refers to Aeva Technologies Inc., the combined company and its subsidiaries following the Business Combination.
The Company’s common stock and warrants are now listed on the New York Stock Exchange stock market under the symbols “AEVA” and "AEVA.WS".
Basis of Presentation
The Business Combination is accounted for as a reverse recapitalization as the pre-combination Aeva was determined to be the accounting acquirer under Financial Accounting Standards Board (“FASB”)’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The determination is primarily based on the evaluation of the following facts and circumstances:
In connection with the Business Combination, outstanding capital stock of the pre-combination Aeva was converted into common stock of the Company, par value $
Unaudited Interim Financial Statements
The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.
Principal of Consolidation and Liquidity
The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
9
securities will be sufficient to fund operating and capital expenditure requirements through at least
Significant Risks and Uncertainties
The Company is subject to those risks common in the technology industry and also those risks common to early-stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.
The COVID-19 pandemic has disrupted everyday life and markets worldwide, leading to significant business and supply-chain disruption, as well as broad-based changes in supply and demand. While the quarantine, social distancing and other regulatory measures instituted or recommended in response to COVID-19 are expected to be temporary, the duration of the business disruptions, and related financial impact, cannot be estimated at this time. Nevertheless, COVID-19 presents material uncertainty and risk with respect to the Company, its performance, and its financial results and could adversely affect the Company’s financial information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. Risks associated with cash and cash equivalents are mitigated by banking with creditworthy institutions and the Company’s marketable securities having investment-grade ratings when purchased.
The Company’s accounts receivable are derived from customers located in the United States, Asia, and EMEA. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral.
As of June 30, 2022,
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include professional services revenue, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property and equipment, valuation of inventory, useful lives of intangible assets, accrued liabilities, incremental borrowing rate for leases, and the valuation of the private warrants. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Actual results could differ from those estimates, and such differences could be material to the Company’s financial condition and results of operations.
Fair Value of Financial Instruments
The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short maturities.
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
Leases
The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) using the modified retrospective approach with a cumulative-effect adjustment as of January 1, 2021. Upon adoption of Topic 842, the Company recorded operating right-of-use assets of $
10
adjusted and continue to be reported in accordance with the Company’s historical accounting under previous lease guidance, ASC 840: Leases (Topic 840).
The lease liability is determined as the present value of future lease payments using an incremental borrowing rate that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The right-of-use asset is based on the liability adjusted for any prepaid or deferred rent. The lease term at the commencement date is determined by considering whether renewal options and termination options are reasonably assured of exercise.
Rent expense for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses on the condensed consolidated statements of operations and comprehensive loss. Variable lease payments include lease operating expenses.
The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real estate leases.
Cash and Cash Equivalent and Marketable Securities
The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. Marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company determines the appropriate classification of its investments at the time of purchase.
The Company evaluates, on a quarterly basis, its marketable securities for potential impairment. For marketable securities in an unrealized loss position, the Company assesses whether such declines are due to credit loss based on factors such as changes to the rating of the security by a ratings agency, market conditions and supportable forecasts of economic and market conditions, among others. If credit loss exists, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable security before recovery of its amortized cost basis. If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through other income, net.
If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through other income, net. Any portion of the unrealized loss that is not a result of a credit loss, is recognized in other comprehensive loss. Realized gains and losses, if any, on marketable securities are included in other income, net. The cost of investments sold is based on the specific identification method. Interest on marketable securities is included in interest income.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement. On June 30, 2022, and December 31, 2021, the Company did
Inventories
Inventories consist of raw materials and supplies, work in process, and finished goods. Inventories are stated at the lower of cost or net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on a first-in, first-out basis. Net realizable value is determined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. The Company assesses inventories quarterly for slow-moving products and potential impairment, and records write-downs of inventories to cost of revenue.
Deferred Transaction Costs
The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination which were deferred until completion of the Business Combination. In March 2021, upon the completion of the Business Combination, all deferred costs were offset against the proceeds from the Business Combination and the PIPE financing.
11
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Assets are held as construction in progress until placed into service, upon which date the Company begins to depreciate the assets over their estimated useful lives.
|
|
Estimated useful lives |
Computer equipment |
|
|
Lab equipment |
|
|
Manufacturing equipment |
|
|
Testing equipment |
|
|
Leasehold improvements |
|
|
Furniture and fixtures |
|
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value.
Product Warranty
The Company typically provides a warranty on its products of one year or less. Estimated future warranty costs are accrued to cost of revenue in the period in which the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Provision for product warranties was immaterial for all periods presented.
Revenue Recognition
The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers, and the related amendments (“Topic 606”) effective January 1, 2017, using the full retrospective method. Under Topic 606, the Company determines revenue recognition through the following steps:
Nature of Products and Services and Revenue Recognition
The Company’s revenue is derived from the sales of perception solution to direct customers and distributors. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. The Company typically provides a warranty of one year or less on its products. If the warranty period is sold or extended beyond the standard term, revenue related to the extended warranty is recognized ratably over the related extended warranty period.
For certain custom products that require engineering and development based on customer specifications, the Company recognizes revenue over time using a cost-to-cost measure of progress which the Company believes faithfully depicts the transfer of control of the goods or services to the customer. Amounts billed to customers for shipping and handling are included in revenue. Some of the Company’s arrangements provide software embedded in hardware, and promises to update the Company’s software represent immaterial promises in contracts with customers. Taxes collected from customers and remitted to governmental authorities are excluded from revenue.
Arrangements with Multiple Performance Obligations
When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or
12
service is separately identifiable from other promises in the contract. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price.
Other Policies, Judgments and Practical Expedients
Right of return. The Company’s general terms and conditions for its contracts contain rights of return. However, the Company does not have a history of returns and therefore estimates of returns are immaterial. As such, the Company generally recognizes revenue at the contract price upon product shipment or delivery.
Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represents the right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due.
Remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they can terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Because the majority of the Company’s customer contracts allow customers to terminate for convenience or have an original duration of one year or less, the total amount of the transaction price allocated to unsatisfied performance obligations with a duration of more than 12 months was immaterial as of June 30, 2022 and December 31, 2021.
Significant financing component. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. However, the Company’s contracts are generally one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money.
Contract modifications. The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the modification on a prospective basis where the remaining goods and services are distinct from the original items and on a cumulative catch-up basis when the remaining goods and services are not distinct from the original items.
Judgments and estimates. Judgement is required in the identification of performance obligations within the Company’s contracts with customers, especially those for certain custom products that require engineering and development. Accounting for contracts recognized over time under Topic 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, estimates of costs to complete a performance obligation may be revised. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to-cost method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.
Cost of Revenue
The cost of revenue principally includes direct material, direct labor, and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation. Cost of revenue also includes the direct cost and appropriate allocation of overhead costs involved in the execution of service contracts.
Research and Development
Research and development expenses consist primarily of payroll expenses, consulting and contractor expenses, allocated overhead costs, and tooling and prototype materials to the extent no future benefit is expected. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. To date, research and development expenses have been expensed as incurred and included in the statements of operations.
Stock-based Compensation
The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The Black-Scholes pricing model requires the use of subjective assumptions including the option’s expected term, the volatility of the underlying stock, the fair value of the stock, dividend yield rate and the risk-free rate. The fair value of the performance based restricted stock units (the “PBRSUs”) and restricted stock units (the “RSUs”) is equal to the closing price of the Company’s common stock on the grant date. The fair value of the stock-based grants except for PBRSUs is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The fair value of PBRSUs is recognized using the graded-vesting attribution method over the requisite service period.
13
Income Taxes
Income taxes are accounted under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
The Company records uncertain tax positions in accordance with Topic 740: Simplifying the Accounting for Income Taxes (“Topic 740”) on the basis of a two-step process which includes (1) determination of whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) recognition of tax positions that meet the more-likely-than-not recognition threshold. Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations. Accrued interest and penalties are included on the related tax liability line in the balance sheet.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Foreign Currency Translation
Gains and losses resulting from foreign exchange transactions and revaluation of monetary assets and liabilities in non-functional currencies are included in other income (expense) in the statements of operations. Net foreign exchange gain (loss) recorded in the Company’s statements of operations was immaterial for all periods.
Net Loss Attributable Per Share to Common Stockholders
Basic net loss per share attributable to common stockholders is computed by dividing the Company’s net loss attributable per share to common stockholders by the weighted-average number of common shares used in the loss per share calculation during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities, including stock options and convertible preferred shares. Basic and diluted net loss per share attributable to common stockholders was the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive.
Warrant Liabilities
The Company accounts for the private placement warrants issued in connection with our initial public offering in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the private placement warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised, and any change in fair value is recognized in the statement of operations. The Company utilizes the Black-Scholes option pricing model to value the warrants at each reporting period. The key assumptions in the option pricing model utilized include the following:
Intangible Assets
14
Recent Accounting Pronouncements
In October 2021, the FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2021-08 to its consolidated financial statements.
Recently Adopted Accounting Guidance
In June 2016, the FASB issued ASU No. 2016-13, which amends the incurred loss impairment methodology in current GAAP with a methodology requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU No. 2019-10, which defers the effective date of this ASU to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that are not smaller reporting companies. The Company adopted ASU 2016-13 utilizing the modified retrospective transition method effective January 1, 2022. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements.
Note 2. Reverse Capitalization
On
Upon the closing of the Business Combination, the Company's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to
Immediately prior to the closing of the Business Combination, each issued and outstanding share of Aeva, Inc.’s redeemable, convertible preferred stock, was converted into shares of common stock based on a one-to-one ratio (see Note 10). The Business Combination is accounted for with a retrospective application of the Business Combination that results in
Upon the consummation of the Business Combination, each share of Aeva, Inc. common stock issued and outstanding was canceled and converted into the right to receive
Outstanding stock options, whether vested or unvested, to purchase shares of Aeva, Inc. common stock granted under the 2016 Plan (“Legacy Options”) (see Note 12) converted into stock options for shares of the Company’s common stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Business Combination, after giving effect to the Exchange Ratio.
Outstanding warrants to purchase shares of common stock remained outstanding after the closing of the Business Combination. The warrants became exercisable 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.
In connection with the Business Combination,
In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $
The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, IPV was treated as the “acquired” company for financial reporting purposes. See Note 1 "Description of Business and Summary of Significant
15
Accounting Policies" for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Aeva, Inc. issuing stock for the net assets of IPV, accompanied by a recapitalization. The net assets of IPV are stated at historical cost, with
Prior to the Business Combination, Aeva, Inc., and IPV filed separate standalone federal, state and local income tax returns. As a result of the Business Combination Aeva, Inc. will file a consolidated income tax return. Although, for legal purposes, IPV acquired Aeva, Inc., and the transaction represents a reverse acquisition for federal income tax purposes. IPV will be the parent of the consolidated group with Aeva, Inc. as a subsidiary, but in the year of the closing of the Business Combination, Aeva, Inc. will file a full-year tax return with IPV joining in the return the day after the Closing Date.
Upon closing of the Business Combination, the Company received gross proceeds of $
Cash - InterPrivate’s trust and cash (net of redemption) |
|
$ |
|
|
Cash - Private offering |
|
|
|
|
Less: transaction costs and advisory fees paid |
|
|
( |
) |
Net Business Combination and Private Offering |
|
$ |
|
The number of shares of common stock issued immediately following the consummation of the Business Combination were:
Common stock, outstanding prior to Business Combination |
|
|
|
|
Less: redemption of IPV shares |
|
|
( |
) |
Common stock of IPV Corp |
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|
|
|
IPV founder shares |
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|
|
|
Shares issued in PIPE |
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|
|
|
Business Combination and PIPE shares |
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|
|
|
Legacy Aeva shares(1) |
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|
|
|
Total shares of common stock immediately after Business Combination |
|
|
|
|
Aeva exercise of warrants |
|
|
|
|
Total shares of common stock at March 12, 2021 |
|
|
|
(1) |
The number of Legacy Aeva shares was determined as follows: |
|
|
Aeva shares |
|
|
Aeva shares, |
|
||
Balance at December 31, 2019 |
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|
|
|
|
|
||
Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2019 |
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|
||
Exercise of common stock options - 2020 |
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|
||
Exercise of common stock options - 2021 (pre-Closing) |
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|
|
||
Total |
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|
|
|
16
Note 3. Revenue
Disaggregation of Revenues
The Company disaggregates its revenue from contracts with customers by geographic region based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.
|
|
Three Months Ended June 30, |
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2022 |
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2021 |
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||||||||||
|
|
Revenue |
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% of Revenue |
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Revenue |
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% of Revenue |
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||||
Revenue by primary geographical market: |
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||||
North America |
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$ |
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% |
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$ |
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% |
||||
EMEA |
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% |
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% |
||||
Asia |
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% |
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% |
||||
Total |
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$ |
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% |
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$ |
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% |
||||
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||||
Revenue by timing of recognition: |
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||||
Recognized at a point in time |
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$ |
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% |
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$ |
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% |
||||
Recognized over time |
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% |
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% |
||||
Total |
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$ |
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|
|
% |
|
$ |
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|
% |
Total revenue for the six months ended June 30, 2022 and 2021, based on the disaggregation criteria described above are as follows (in thousands):
|
|
Six Months Ended June 30, |
|
|||||||||||||
|
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2022 |
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2021 |
|
||||||||||
|
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Revenue |
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% of Revenue |
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Revenue |
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% of Revenue |
|
||||
Revenue by primary geographical market: |
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||||
North America |
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$ |
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% |
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$ |
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% |
||||
EMEA |
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% |
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% |
||||
Asia |
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% |
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% |
||||
Total |
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$ |
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% |
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$ |
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|
% |
||||
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|
||||
Revenue by timing of recognition: |
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|
||||
Recognized at a point in time |
|
$ |
|
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% |
|
$ |
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|
|
% |
||||
Recognized over time |
|
|
|
|
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% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
For the three months ended June 30, 2022,
For the six months ended June 30, 2022,
Contract Assets and Contract Liabilities
As of June 30, 2022, and December 31, 2021, the Company had contract assets of $
Note 4. Financial Instruments
17
The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:
|
|
June 30, 2022 |
|
|||||||||||||||||
|
|
Adjusted Cost |
|
|
Unrealized Losses |
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|
Fair Value |
|
|
Cash and Cash Equivalent |
|
|
Marketable Securities |
|
|||||
|
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(in thousands) |
|
|||||||||||||||||
Assets |
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|
|||||
Cash |
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$ |
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|
$ |
— |
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|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
|
|
|
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|
|||||
Level 1 |
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|
|||||
Money market funds |
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— |
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|
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|
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— |
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|||
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|
|||||
Level 2 |
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|
|||||
U.S. Government securities |
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( |
) |
|
|
|
|
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— |
|
|
|
|
|||
U.S. Treasury securities |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
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|
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|
|||
Commercial paper |
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|
( |
) |
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|
|
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|
||||
Corporate bonds |
|
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|
|
|
( |
) |
|
|
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|
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— |
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|
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|
|||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
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|
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|
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|
|||||
Liabilities |
|
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|
|||||
Level 3 |
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|
|||||
Warrant liabilities |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total liabilities |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
December 31, 2021 |
|
|||||||||||||||||
|
|
Adjusted Cost |
|
|
Unrealized Losses |
|
|
Fair Value |
|
|
Cash and Cash Equivalent |
|
|
Marketable Securities |
|
|||||
|
|
(in thousands) |
|
|||||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Government securities |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|||
U.S. Treasury securities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Commercial paper |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|||
Corporate bonds |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|||
Municipal securities |
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrant liabilities |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total liabilities |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
The fair value of the private placement warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield.
18
The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousand):
|
|
|
|
|
|
|
||
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
Fair value, beginning balance |
|
$ |
|
|
$ |
|
||
Private placement warrant liability acquired as part of the merger |
|
|
|
|
|
|
||
Change in the fair value included in other income, net |
|
|
( |
) |
|
|
( |
) |
Fair value, closing balance |
|
$ |
|
|
$ |
|
The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods:
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
Expected term (years) |
|
|
|
|
|
|
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
% |
|
|
% |
||
Exercise Price |
|
$ |
|
|
$ |
|
Note 5. Acquisition and Intangible Assets
On November 23, 2021, the Company entered into an agreement to purchased certain intellectual property for a total consideration of approximately $
The Company applied a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets and determine the transaction should be accounted for as an asset acquisition. Since the only substantive assets acquired was intellectual property, the entire purchase price was allocated to the intellectual property. The acquired intellectual property has a weighted-average useful life of
As of June 30, 2022, expected amortization expense relating to purchased intangible assets for each of the next five years and thereafter was as follows (in thousands):
Remainder of 2022 |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
Total future amortization |
|
$ |
|
Note 6. Inventories
Inventories consist of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
19
Note 7. Property, Plant and Equipment
Property, plant and equipment consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Computer equipment |
|
$ |
|
|
$ |
|
||
Lab equipment |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Testing equipment |
|
|
|
|
|
|
||
Manufacturing equipment |
|
|
|
|
|
|
||
Furniture, fixtures and other equipment |
|
|
|
|
|
|
||
Total property, plant and equipment |
|
$ |
|
|
$ |
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property, plant and equipment, net |
|
$ |
|
|
$ |
|
Depreciation related to property, plant, and equipment was $
Note 8. Other current assets
Other current assets consist of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Prepaid expenses |
|
$ |
|
|
$ |
|
||
Contract assets |
|
|
|
|
|
|
||
Vendor deposits |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
Note 9. Other current liabilities
Other current liabilities consist of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Sales tax payable |
|
$ |
|
|
$ |
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
Note 10. Capital Structure
As of June 30, 2022, the Company had authorized a total of
As discussed in Note 2, Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to March 12, 2021 to give effect to the exchange ratio established in the BCA to determine the number of shares of common stock into which they were converted.
Prior to the Business Combination, Aeva had shares of $
20
protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of Aeva, Inc., and then into common stock of the Company at a ratio of 1:
|
|
March 12, 2021 |
|
|||||||||
|
|
(Closing Date) |
|
|||||||||
|
|
Preferred Stock Shares |
|
|
Exchange Ratio |
|
|
Common Stock Shares |
|
|||
Series Seed Convertible Preferred Stock (pre-combination) |
|
|
|
|
|
|
|
|
|
|||
Series A Convertible Preferred Stock (pre-combination) |
|
|
|
|
|
|
|
|
|
|||
Series B Convertible Preferred Stock (pre-combination) |
|
|
|
|
|
|
|
|
|
|||
Series B-1 Convertible Preferred Stock (pre-combination) |
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
|
Preferred Stock
The Company is authorized to issue up to
Warrants
As of June 30, 2022, the Company had
Note 11. Earnings Loss Per Share
The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss attributable per share to common stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of common stock outstanding — Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of potential common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of common stock outstanding — Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common stockholders — Basic and Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Common stock options issued and outstanding |
|
|
|
|
|
|
||
Restricted stock units |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
Note 12. Stock-based Compensation
Stock Options
The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and RSUs may be granted to employees. Under the Stock Plans, the Company has
Under the terms of the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary though typically, stock options vest over
21
The fair value of stock option awards was determined on the grant date using the Black-Scholes option-pricing model. No new options were granted during the period ended June 30, 2021. The assumptions for the Black-Scholes model for options granted during the period ended June 30, 2022, were as follows:
|
|
Six Months Ended June 30, |
||
|
|
2022 |
|
2021 |
Expected term (years)(1) |
|
|
||
Expected volatility(2) |
|
|
||
Common stock value |
|
|
||
Risk-free interest rate(3) |
|
|
||
Dividend yield(4) |
|
|
A summary of the Company’s stock option activity for six months ended June 30, 2022, is as follows:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding as of December 31, 2021 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Exercised |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding as of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested and exercisable as of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested and expected to vest as of June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
The Company had $
Restricted Stock Units and Performance-based Restricted Stock Units
Beginning November 2020, the Company granted RSUs and PBRSUs to certain employees and consultants pursuant to the 2016 and 2020 Stock Plan. RSU’s expire in
The following table summarizes our RSU activity which includes performance-based RSUs for the six months ended June 30, 2022:
|
|
Shares |
|
|
Weighted Average |
|
||
Outstanding as of December 31, 2021 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Released |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding as of June 30, 2022 |
|
|
|
|
$ |
|
As of June 30, 2022, the Company had $
22
Compensation expense
Total stock-based compensation expense by function was as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Note 13. Income Taxes
Components of Income Before Taxes
For financial reporting purposes, income before income taxes includes the following components (in thousand):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Domestic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The Company do
The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has completed an analysis as of December 31, 2021 and doesn’t expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.
Note 14. Commitments and Contingencies
Leases
The weighted average incremental borrowing rate used to measure the operating lease liability is
Short-term lease costs for the three and six months ended June 30, 2022 and 2021, were
The variable lease costs for the three months ended June 30, 2022 and 2021, were $
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of June 30, 2022 (in thousands):
|
|
Operating Leases |
|
|
Remainder of 2022 |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
Total minimum lease payments |
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Total lease liability |
|
$ |
|
Litigation
From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the
23
claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.
Indemnifications
In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Guarantees, (Topic 460), except for standard indemnification provisions that are contained within many of the Company’s customer agreements and give rise only to disclosure requirements prescribed by Topic 460. Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations.
Note 15. Segment Information
The Company operates as
Long-Lived Assets
The following table sets forth the Company’s property and equipment, net by geographic region (in thousand):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
|
|
(in thousands) |
|
|||||
United States |
|
$ |
|
|
$ |
|
||
Thailand |
|
|
|
|
|
|
||
Germany |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of Aeva’s results of operations and financial condition should be read in conjunction with the information set forth in the financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon Aeva’s current expectations, estimates, and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) under the heading “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this section to “we,” “our,” “us” “the Company” or “Aeva” refer to the business of Aeva Technologies, Inc., a Delaware corporation, and its subsidiaries.
Overview
Our goal is to bring perception to all devices. Through our Frequency Modulated Continuous Wave (“FMCW”) sensing technology, we believe we are introducing the world’s first 4D LiDAR-on-chip that, along with our proprietary software applications, enables the adoption of LIDAR across broad applications. We believe that our solutions will allow for the wide-scale adoption of autonomous driving. Furthermore, we believe that our proprietary 4D LiDAR technology has the potential to enable new categories for perception across consumer electronics, consumer health, industrial automation and security applications.
Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva’s mission is to bring the next wave of perception technology to broad applications from automated driving to consumer electronics, consumer health, industrial automation and security. Our 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance for commercialization.
On March 12, 2021, Aeva, Inc. consummated a business combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) pursuant to the Business Combination Agreement dated as of November 2, 2020 (the “BCA”), by and among IPV, WLLY Merger Sub Corp., a wholly owned subsidiary of IPV, and Aeva, Inc. Immediately upon the consummation of the Business Combination, WLLY Merger Sub Corp. merged with and into Aeva, Inc., with Aeva, Inc. surviving the merger as a wholly owned subsidiary of IPV. IPV changed its name to Aeva Technologies, Inc. and the pre-combination Aeva retained its name of Aeva, Inc.
As a development stage company, we work closely with our customers on the development and commercialization of their programs and the utilization of our products in such programs. Thus far, our customers have purchased prototype products and engineering services from us for use in their research and development programs. We are expanding our manufacturing capacity through third-party manufacturers to meet our customers’ anticipated demand for the production of our products.
Unlike legacy 3D LiDAR, which relies on Time-of-Flight (“ToF”) technology and measures only depth and reflectivity, Aeva’s solution leverages a proprietary FMCW technology to measure velocity in addition to depth, reflectivity and inertial motion. We believe the ability of Aeva’s solution to measure instant velocity for every pixel is a major advantage over ToF-based sensing solutions. Furthermore, Aeva’s technology is free from interference from other LiDAR or, the beams and sunlight, and our core innovations within FMCW are intended to enable autonomous vehicles to see at significantly higher distances of up to 500 meters.
We believe Aeva is uniquely positioned to provide a superior solution to enable autonomous driving at scale. Furthermore, we believe the advantages of our 4D LiDAR-on-chip allow us to provide the first LiDAR solution that is fully integrated onto a chip with superior performance at scale, with the potential to drive new categories of perception across industrial automation, consumer electronics, consumer health, and security markets.
Business Combination and Public Company Costs
The Business Combination on March 12, 2021, was accounted for as a reverse recapitalization, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, IPV was treated as the legal acquirer and accounting acquiree. Accordingly, the business combination was treated as the equivalent of Aeva, Inc, issuing stock for the net assets of IPV, accompanied by a recapitalization. The most significant change in the Company’s financial position and results of the business combination was an increase in cash of $513.1 million. Total non-recurring transaction costs incurred for this transaction were $47.7 million.
Upon the closing of the Business Combination, the Company's common stock and warrants began trading under the ticker symbols “AEVA” and “AEVA.WS” on the New York Stock Exchange (“NYSE”). We anticipate that we will continue to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We have incurred and expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.
COVID-19 Impact
The extent of the impact of the pandemic related to the novel coronavirus (“COVID-19”) on Aeva’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on its customers, suppliers, and employees, all of which is uncertain at this time. Aeva expects the COVID-19 pandemic to adversely impact revenue and results of operations, but Aeva is unable to
25
predict at this time the size and duration of this adverse impact. Aeva is observing a larger trend of automakers shifting course in “make vs buy” decisions as it relates to autonomous solutions and software systems. As cash flows tighten, more automakers are looking to limit the potentially massive investments required to develop autonomous software and systems for which they may not necessarily have substantial expertise. As a result, automakers may be more open to and accepting of a model to incorporate full-stack hardware and software solutions from suppliers, which for autonomy is particularly relevant for Aeva. For more information on Aeva’s operations and risks related to health epidemics, including the COVID-19 pandemic, refer to Part I, Item 1A of the 2021 Form 10-K under the heading “Risk Factors” for more information.
Key Factors Affecting Aeva’s Operating Results
Aeva believes that its future performance and success depends to a substantial extent on its ability to capitalize on the following opportunities, which in turn is subject to significant risks and challenges, including those discussed in Part I, Item 1A of the 2021 Form 10-K under the heading “Risk Factors.”
Pricing, Product Cost and Margins. Our pricing and margins will depend on the volumes and the features as well as specific market applications of the solutions we provide to our customers. We have customers with technologies in various stages of development across different market segments. We anticipate that our prices will vary by market and application due to market-specific product and commercial requirements, supply and demand dynamics and product lifecycles.
Aeva's future performance will depend on its ability to deliver on economies of scale with lower product costs to enable industry adoption. Aeva believes its business model is positioned for scalability due to the ability to leverage the same product platform across markets and customer base, relationships with leading foundries and contract manufacturers. Our customers will require that our perception solutions be manufactured and sold at per-unit prices that are affordable. Our ability to compete in key markets will depend on the success of our efforts to efficiently and reliably produce cost-effective perception solutions that are competitively priced and affordable for our commercial-stage customers.
Additionally, the macroeconomic conditions in the industry, the growing emergence of competition in advanced assisted driving sensing and software technologies globally can negatively impact pricing, margins and market share. If Aeva does not generate the margins it expects upon commercialization of its perception solutions, Aeva may be required to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to Aeva’s stockholders.
Commercialization of LiDAR-based Applications. We expect that our results of operations, including revenue and gross margins, will fluctuate on a quarterly basis for the foreseeable future as our customers continue on research and development projects and begin to commercialize autonomous solutions that rely on LiDAR technology. As more customers reach the commercialization phase and as the market for LiDAR solutions matures, these fluctuations in our operating results may become less pronounced.
Sales Volume. Each product program will have an expected range of sales volumes, depending on the end market demand for our customers’ products as well as market application. This can depend on several factors, including market penetration, product capabilities, size of the end market that the product addresses and our end customers’ ability to sell their products. In addition to end market demand, sales volumes also depend on whether our customer is in the development or production phase. In certain cases, we may provide volume discounts or strategic customer pricing on sales of our solutions, which may or may not be offset by lower manufacturing costs related to higher volumes which in turn could adversely impact our gross margins. Aeva’s ability to ultimately achieve profitability is dependent upon progression of existing relationships to production and our ability to meet required volumes and required cost targets and gross margins. Delays of our current and future customers’ programs could result in Aeva being unable to achieve its revenue targets and profitability in the time frame it anticipates.
Basis of Presentation
Aeva currently conducts its business through one operating segment.
Components of Results of Operations
Revenue
Revenue consists of sales of perception solutions or sensing systems and non-recurring engineering services.
Aeva is engaged in design, manufacturing and sale of LiDAR sensing systems and related perception and autonomy-enabling software solutions serving customers in automotive and other markets. Under the customer agreements, Aeva delivers a specified number of sensing systems at a fixed price under customary terms and conditions. The sensing system units sold under these agreements are typically prototypes that are used by the customer for its research, development, evaluation, pilot, or testing purposes. Aeva also enters into non-recurring engineering service arrangements with certain of its customers to customize Aeva’s perception solution to meet customer specific requirements. Revenue from such services and related systems is recognized as professional services in the consolidated condensed statement of operations.
Cost of revenue and gross profit
Cost of revenue principally includes direct material, direct labor and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation expense. Cost of revenue also includes the direct cost and appropriate allocation of overhead involved in execution of non-recurring engineering services. Aeva’s gross profit equals total revenue less total cost of revenue.
26
Operating expenses
Research and development
Aeva’s research and development efforts are focused on enhancing and developing additional functionality for its existing products and on new product development. Research and development expenses consist primarily of:
Aeva expenses research and development costs as incurred. Aeva expects its research and development costs to increase for the foreseeable future as it continues to invest in research and development activities to achieve its product roadmap.
General and administrative expenses
General and administrative expenses consist of personnel and personnel-related expenses, including stock-based compensation of Aeva’s executive, finance, and information systems functions, as well as legal and accounting fees for professional and contract services. Aeva expects its general and administrative expenses to increase for the foreseeable future as it scales headcount with the growth of its business, and as a result of operating as a public company, including compliance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.
Selling and marketing expenses
Selling and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation of Aeva’s business development team as well as advertising and marketing expenses. These include the cost of trade shows, promotional materials, public relations, an allocated portion of facilities and depreciation. Aeva expects to increase its sales and marketing activities and expand customer relationships. Aeva also expects that its sales and marketing expenses will increase over time as it continues to grow its sales force and increase marketing efforts.
Interest income and Interest expense
Interest income consists primarily of income earned on Aeva’s cash equivalents and investments in marketable securities. Interest income will vary based on Aeva’s cash equivalents and marketable securities balance and changes in interest rates.
Other income and expense
Other income and expense primarily consist of changes in the fair value of private placement warrants, foreign currency conversion gains and losses, and realized gain/loss on marketable securities.
27
Results of Operations
Comparison of the Three Months Ended June 30, 2022, and 2021
The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this quarterly statement. The following table sets forth Aeva’s results of operations data for the periods presented:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2022 |
|
|
2021 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
466 |
|
|
$ |
241 |
|
|
$ |
225 |
|
|
|
93 |
% |
Professional service |
|
|
1,027 |
|
|
|
2,360 |
|
|
|
(1,333 |
) |
|
|
(56 |
)% |
Total revenues |
|
|
1,493 |
|
|
|
2,601 |
|
|
|
(1,108 |
) |
|
|
(43 |
)% |
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
|
434 |
|
|
|
137 |
|
|
|
297 |
|
|
|
217 |
% |
Professional service |
|
|
557 |
|
|
|
1,285 |
|
|
|
(728 |
) |
|
|
(57 |
)% |
Total cost of revenues |
|
|
991 |
|
|
|
1,422 |
|
|
|
(431 |
) |
|
|
(30 |
)% |
Gross profit |
|
|
502 |
|
|
|
1,179 |
|
|
|
(677 |
) |
|
|
(57 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
25,938 |
|
|
|
18,732 |
|
|
|
7,206 |
|
|
|
38 |
% |
General and administrative expenses |
|
|
8,677 |
|
|
|
6,685 |
|
|
|
1,992 |
|
|
|
30 |
% |
Selling and marketing expenses |
|
|
1,572 |
|
|
|
498 |
|
|
|
1,074 |
|
|
|
216 |
% |
Total operating expenses |
|
|
36,187 |
|
|
|
25,915 |
|
|
|
10,272 |
|
|
|
40 |
% |
Loss from operations |
|
|
(35,685 |
) |
|
|
(24,736 |
) |
|
|
(10,949 |
) |
|
|
44 |
% |
Interest income |
|
|
586 |
|
|
|
106 |
|
|
|
480 |
|
|
|
453 |
% |
Other income, net |
|
|
128 |
|
|
|
557 |
|
|
|
(429 |
) |
|
|
(77 |
)% |
Net loss before taxes |
|
|
(34,971 |
) |
|
|
(24,073 |
) |
|
|
(10,898 |
) |
|
|
45 |
% |
Income tax provision |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Net loss |
|
$ |
(34,971 |
) |
|
$ |
(24,073 |
) |
|
$ |
(10,898 |
) |
|
|
45 |
% |
Revenue
Product
Product revenue increased by $0.2 million, or 93%, to $0.5 million during the three months ended June 30, 2022, from $0.2 million for the three months ended June 30, 2021. This increase was primarily due to an increase in the sale of prototype units sold in 2022 as compared to 2021, partially offset by a decrease in average selling price of prototype units sold in 2022 as compared to 2021.
Professional Service
Professional services revenue decreased by $1.3 million, or 56%, for the three months ended June 30, 2022. This was primarily due to a decrease in activity related to non-recurring engineering services which is dependent upon the timing of the work performed for our customers.
Cost of revenue and gross profit
Cost of product revenues increased by $0.3 million or 217%, during the three months ended June 30, 2022, from the three months ended June 30, 2021. The increase was primarily due to inventory impairment of $0.1 million and increase in number of units sold during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021.
Cost of professional service revenues decreased by $0.7 million, or 57%, during the three months ended June 30, 2022. The decrease was primarily due to the lower employee costs related to professional services due to a decrease in non-recurring services revenue. However, as a percentage of revenue there was no significant change in the cost during the three months ended June 30, 2022 as compared to the three months ended June 30, 2021.
Operating expenses
Research and development
Total research and development expense increased by $7.2 million, or 38%, to $25.9 million for the three months ended June 30, 2022, from $18.7 million for the three months ended June 30, 2021. Research and development expenses increased primarily due to an increase in payroll expenses due to continued expansion for product development. Payroll expenses increased by $5.7 million, stock-based compensation expenses increased by $2.6 million, facility expenses increased by $0.5 million, consulting increased by $1.6 million, other equipment expenses increased by $0.3 million, depreciation expense increased by $0.3 million, travel expense increased by $0.2 million, and other employee costs increased by $0.1
28
million, partially offset by a decrease in software licenses and service related expenses by $4.1 million primarily due to an one time purchase of intellectual property license during the three months ended June 30, 2021.
General and administrative
Total general and administrative expense increased by $2.0 million, or 30%, to $8.7 million for the three months ended June 30, 2022, from $6.7 million for the three months ended June 30, 2021. General and administrative expense increased primarily due to increase in employee related costs. Payroll expenses increased by $1.9 million, amortization expense increased by $0.2 million, other employee expenses increased by $0.4 million, facility expenses increased by $0.1 million, and other equipment expenses increased by $0.1 million, partially offset by a decrease in professional and other fees by $0.5 million, and stock-based compensation expense by $0.2 million.
Selling and marketing
Total selling and marketing expense increased by $1.1 million, or 216%, to $1.6 million for the three months ended June 30, 2022, from $0.5 million for the three months ended June 30, 2021. The increase in sales and marketing expense was primarily due to an increase in payroll expenses by $0.5 million driven by additional headcount, stock-based compensation expenses increased by $0.2 million, consulting expense increased by $0.1 million, travel expense increased by $0.1 million, marketing related expense increased by $0.1 million and facility expenses increased by $0.1 million.
Interest income
Interest income increased by $0.5 million during the three months ended June 30, 2022, as compared to the three months ended June 30, 2021. The increase is due to increase in the interest rate in 2022 as compared to 2021.
Other income, net
Other income, decreased by $0.4 million for the three months ended June 30, 2022, primarily due to a lower decrease in the fair value of private placement warrant liability in 2022 as compared to 2021.
Results of Operations
Comparison of the Six Months Ended June 30, 2022, and 2021
The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this quarterly statement. The following table sets forth Aeva’s results of operations data for the periods presented:
|
|
Six Months Ended |
|
|
|
|
|
|
||||||
|
|
2022 |
|
|
2021 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands, except percentages) |
||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|||
Product |
|
$ |
677 |
|
|
$ |
534 |
|
|
$ |
143 |
|
|
27% |
Professional service |
|
|
1,953 |
|
|
|
2,375 |
|
|
|
(422 |
) |
|
(18)% |
Total revenues |
|
|
2,630 |
|
|
|
2,909 |
|
|
|
(279 |
) |
|
(10)% |
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|||
Product |
|
|
1,354 |
|
|
|
317 |
|
|
|
1,037 |
|
|
327% |
Professional service |
|
|
1,012 |
|
|
|
1,285 |
|
|
|
(273 |
) |
|
(21)% |
Total cost of revenues |
|
|
2,366 |
|
|
|
1,602 |
|
|
|
764 |
|
|
48% |
Gross profit |
|
|
264 |
|
|
|
1,307 |
|
|
|
(1,043 |
) |
|
(80)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
|
51,253 |
|
|
|
30,111 |
|
|
|
21,142 |
|
|
70% |
General and administrative expenses |
|
|
15,549 |
|
|
|
14,902 |
|
|
|
647 |
|
|
4% |
Selling and marketing expenses |
|
|
3,220 |
|
|
|
1,157 |
|
|
|
2,063 |
|
|
178% |
Total operating expenses |
|
|
70,022 |
|
|
|
46,170 |
|
|
|
23,852 |
|
|
52% |
Loss from operations |
|
|
(69,758 |
) |
|
|
(44,863 |
) |
|
|
(24,895 |
) |
|
55% |
Interest income |
|
|
869 |
|
|
|
109 |
|
|
|
760 |
|
|
697% |
Other income, net |
|
|
761 |
|
|
|
1,223 |
|
|
|
(462 |
) |
|
(38)% |
Net loss before taxes |
|
|
(68,128 |
) |
|
|
(43,531 |
) |
|
|
(24,597 |
) |
|
57% |
Income tax provision |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Net loss |
|
$ |
(68,128 |
) |
|
$ |
(43,531 |
) |
|
$ |
(24,597 |
) |
|
57% |
Revenue
Product
29
Product revenue increased by $0.2 million, or 27%, to $0.7 million during the six months ended June 30, 2022, from $0.5 million for the six months ended June 30, 2021. This increase was primarily due to an increase in the sale of prototype units sold in 2022 as compared to 2021, partially offset by a decrease in average selling price of prototype units sold in 2022 as compared to 2021.
Professional Service
Professional services revenue decreased by $0.4 million, or 18%, to $2.0 million during the six months ended June 30, 2022, from $2.4 million for the six months ended June 30, 2021. This was primarily due to a decrease in activity related to non-recurring engineering services which is dependent upon the timing of the work performed for our customers.
Cost of revenue and gross profit
Cost of product revenues increased by $1.0 million or 327%, during the six months ended June 30, 2022, from the six months ended June 30, 2021. The increase was primarily due to inventory impairment of $0.8 million recorded and an increase in number of units sold during the six months ended June 30, 2022 as compared to the six months ended June 30, 2021.
Cost of professional service revenues decreased by $0.3 million, or 21%, during the six months ended June 30, 2022, the decrease was primarily due to the lower employee costs related to professional services due to a decrease in non-recurring services revenue.
Operating expenses
Research and development
Total research and development expense increased by $21.2 million, or 70%, to $51.3 million for the six months ended June 30, 2022, from $30.1 million for the six months ended June 30, 2021. Research and development expenses increased primarily due to an increase in payroll expenses due to continued expansion for product development. Payroll expenses increased by $11.6 million, stock-based compensation expenses increased by $5.2 million, facility expenses increased by $1.2 million, consulting increased by $2.9 million, other equipment expenses increased by $0.7 million, depreciation expense increased by $0.5 million, and travel expense increased by $0.3 million, partially offset by a decrease in software licenses and service related expenses by $1.2 million due to an one time purchase of intellectual property license during the six months ended June 30, 2021.
General and administrative
Total general and administrative expense increased by $0.6 million, or 4%, to $15.5 million for the six months ended June 30, 2022, from $14.9 million for the six months ended June 30, 2021. General and administrative expense increased primarily due to an increase in employee related costs. Payroll expenses increased by $0.9 million, insurance expenses increased by $0.6 million, other equipment and facility expenses increased by $0.4 million, amortization increased by $0.5 million, and other employee expenses by $0.6 million, partially offset by a decrease in stock-based compensation expenses by $1.7 million and a decrease in professional and other fees by $0.6 million.
Selling and marketing
Total selling and marketing expense increased by $2.0 million, or 178%, to $3.2 million for the three months ended June 30, 2022, from $1.2 million for the six months ended June 30, 2021. Sales and marketing expense increased primarily due to an increase in payroll expenses and market related cost due to increase in marketing activities. Payroll expense increased by $0.9 million driven by additional headcount, marketing related expense increased by $0.7 million, stock-based compensation expenses increased by $0.3 million, travel expense increased by $0.1 million, and facility expenses increased by $0.1 million, this increase was offset by a decrease in other employees related expense by $0.1 million.
Interest income
Interest income increased by $0.8 million during the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. The increase is due to the timing of the investment and increase in the interest rate in 2022 as compared to 2021.
Other income, net
Other income, decreased by $0.5 million for the six months ended June 30, 2022, primarily due to a lower decrease in the fair value of private placement warrant liability in 2022 as compared to 2021.
Liquidity and Capital Resources
Sources of Liquidity
Aeva’s capital requirements will depend on many factors, including sales volume, the timing and extent of spending to support research and development efforts, investments in information technology systems, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. As of June 30, 2022, Aeva had cash and cash equivalents and marketable securities totaling $378.9 million. Prior to the Business Combination, Aeva’s principal sources of liquidity have been proceeds received from the issuance of private equity.
Until Aeva can generate sufficient revenue from its sale of products to cover operating expenses, working capital and capital expenditures, Aeva expects the funds raised in the Business Combination, including the funds from PIPE financing, to fund its cash needs. Any additional equity securities issued may provide for rights, preferences or privileges senior to those of holders of the Company’s common stock. If Aeva raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of common stockholders. The terms of debt
30
securities or borrowings could impose significant restrictions on Aeva’s operations. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty and other risks detailed in Part I, Item 1A of the 2021 Form 10-K under the heading "Risk Factors" that could impact the availability and cost of equity and debt financing.
Aeva has incurred negative cash flows from operating activities and losses from operations in the past as reflected in its accumulated deficit of $231.1 million as of June 30, 2022. Aeva expects to continue to incur operating losses due to continued investments that it intends to make in its business, including development of products. Aeva believes that existing cash and cash equivalent and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.
Cash Flow Summary
The following table summarizes our cash flows for the periods presented:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
|
|
(in thousands) |
|
|||||
Cash used in operating activities |
|
$ |
(57,971 |
) |
|
$ |
(33,992 |
) |
Cash provided by (used in) investing activities |
|
|
74,382 |
|
|
|
(347,283 |
) |
Cash provided by (used in) financing activities |
|
|
(173 |
) |
|
|
513,650 |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
16,238 |
|
|
$ |
132,375 |
|
Operating Activities
For the six months ended June 30, 2022, net cash used in operating activities was $58.0 million, attributable to a net loss of $68.1 million and a net change in our net operating assets and liabilities of $5.6 million, partially offset by non-cash charges of $15.8 million. Non-cash charges primarily consisted of $12.2 million in stock-based compensation, $1.4 million in depreciation and amortization expense, $1.4 million in amortization of right of use, $0.8 million in impairment of inventory and $0.6 million in amortization of premium on available for sale securities, partially offset by $0.8 million change in the fair value of warrant liabilities. The change in net operating assets and liabilities was primarily due to a $2.0 million decrease in accounts receivable, a $1.8 million decrease in accrued liabilities, a $0.4 million decrease in accounts payable, a $1.4 million decrease in lease liability and a $0.5 million decrease on other current liabilities. These changes were partially offset by a $3.2 million decrease in other current assets due to timing of billing and cash collections, and a $0.3 million decrease in inventory.
For the six months ended June 30, 2021, net cash used in operating activities was $34.0 million, attributable to a net loss of $43.5 million and a net change in our net operating assets and liabilities of $0.8 million, partially offset by non-cash charges of $8.7 million. Non-cash charges primarily consisted of $8.5 million in stock-based compensation, $0.5 million in depreciation expense, $0.6 million in amortization of right of use, $0.4 million in accretion of discount on available for sale securities, partially offset by $1.2 million change in the fair value of warrant liabilities. The change in net operating assets and liabilities was primarily due to a $5.0 million increase in other current assets, a $1.4 million increase in accounts receivable due to an increase in sales, a $0.5 million increase in inventory, a $0.3 million increase in other non-current assets, a $6.3 million increase in accrued liability, a $1.9 million increase in accounts payable resulting primarily from expansion in our operating activities. These changes were partially offset by a $0.4 million decrease in lease liability.
Investing Activities
For the six months ended June 30, 2022, net cash provided by investing activities was $74.4 million, attributable to maturity and sale of available-for-sale investments of $218.0 million, partially offset by purchase of marketable securities investments of $139.7 million and purchase of property and equipment of $3.9 million.
For the six months ended June 30, 2021, net cash used in investing activities was $347.3 million, attributable to purchase of marketable securities investments of $366.2 million, and purchase of property and equipment of $1.2 million, partially offset by maturity of available-for-sale investments of $20.1 million.
Financing Activities
For the six months ended June 30, 2022, net cash used in financing activities was $0.2 million, attributable to a $0.4 million payment of taxes withheld on net settled vesting of restricted stock units, partially offset by $0.2 million of proceeds from stock option exercises.
For the six months ended June 30, 2021, net cash provided by financing activities was $513.7 million, attributable to net proceeds of $513.3 million from the Business Combination and PIPE financing and proceeds of $0.4 million from stock option exercises.
Off-Balance Sheet Arrangements
As of June 30, 2022, Aeva has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Estimates
Aeva prepares its financial statements in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts Aeva reports as assets, liabilities, revenue, costs and expenses and
31
the related disclosures. Aeva bases its estimates on historical experience and other assumptions that it believes are reasonable under the circumstances. Aeva’s actual results could differ significantly from these estimates under different assumptions and conditions. Aeva believes that the accounting policies discussed below are critical to understanding its historical and future performance as these policies involve a greater degree of judgment and complexity.
Stock-Based Compensation
Aeva recognizes the cost of stock-based awards granted to its employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. Aeva elected to recognize the effect of forfeitures in the period they occur. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. The fair value of each stock option grant was determined by the Company using the Black-Scholes option-pricing model, which is impacted by the following assumptions:
The grant date fair value of Aeva common stock, prior to the closing of BCA was determined using valuation methodologies that utilize certain assumptions, including probability weighting of events, volatility, time to liquidation, a risk-free interest rate, and an assumption for a discount for lack of marketability (Level 3 inputs). Subsequent to the closing of BCA the valuation of Aeva common stock was determined using publicly closing price as reported on the NYSE.
Revenue
The most critical accounting policy estimate and judgments required in applying ASC 606, Revenue Recognition of Contracts from Customers, and our revenue recognition policy relate to the identification of performance obligations and accounting for certain contracts recognized over time. In certain contracts, the determination of our distinct performance obligations requires significant judgment. As our business and offerings to customers change over time, the products and services we determine to be distinct performance obligations may change. Such changes may adversely impact the amount of revenue and gross margin we report in a particular period. Revenue from product sales is recognized upon transfer of control of promised products. Revenue is recognized in an amount that reflects the consideration that Aeva expects to receive in exchange for those products and services. Product sales to certain customers may require customer acceptance, in which case revenue recognition is deferred until acceptance takes place. For service projects, revenue is recognized as services are performed and amounts are earned in accordance with the terms of contract at estimated collectible amounts.
For certain custom products that require engineering and development based on customer specifications, the Company recognizes revenue over time using a cost-to-cost measure of progress which the Company believes faithfully depicts the transfer of control of the goods or services to the customer. Amounts billed to customers for shipping and handling are included in revenue. Some of the Company’s arrangements provide software embedded in hardware, and promises to update the Company’s software represent immaterial promises in contracts with customers. Taxes collected from customers and remitted to governmental authorities are excluded from revenue.
Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition.
Recent Accounting Pronouncements
See Note 1 to Aeva’s financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.
32
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Aeva is exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. There has been no material change in our exposure to market risks from that discussed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2021 Form 10-K.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent limitation on the effectiveness of internal control
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
33
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, the Company may be involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of any such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.
Item 1A. Risk Factors.
The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2021 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be materially and adversely affected. There have been no material changes to the Company’s risk factors since the 2021 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceed
Unregistered Sales of Equity Securities
None.
Use of Proceeds
On February 6, 2020, IPV consummated its Initial Public Offering of 21,000,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $210,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager and I-Bankers Securities, Inc acted as co-manager, of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-235849 and 333-236233). The Securities and Exchange Commission declared the registration statements effective on February 3, 2020. Simultaneous with the consummation of the Initial Public Offering, the Sponsor and EarlyBirdCapital consummated the private placement of an aggregate of 555,000 Units at a price of $10.00 per Private Unit, generating total proceed of $5,550,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On February 10, 2020, the underwriters exercised their over-allotment option in full, resulting in an additional 3,150,000 Units for $31,500,000, less the underwriters’ discount of $630,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 63,000 Private Units at $10.00 per Private Unit, generating total proceeds of $630,000. Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Units, $241,500,000 was placed in the IPV Trust Account.
Any remaining proceeds from the Initial Public Offering will be used for general corporate purposes.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
34
Item 6. Exhibits.
Exhibit Number |
|
Description |
3.1 |
|
|
3.2 |
|
|
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
# Indicates a management contract or any compensatory plan, contract or arrangement.
Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
35
SIGNATURES
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 thereunto duly authorized.
|
|
AEVA TECHNOLOGIES, INC. |
|
|
|
|
|
Date: August 8, 2022 |
|
By: |
/s/Soroush Salehian Dardashti |
|
|
|
Soroush Salehian Dardashti |
|
|
|
Chief Executive Officer |
|
|
|
|
Date: August 8, 2022 |
|
By: |
/s/ Saurabh Sinha |
|
|
|
Saurabh Sinha |
|
|
|
Chief Financial Officer |
36