Investment in Other Companies

6 Months Ended

Jun. 30, 2022

Investment in Other Companies

Investment in Other Companies

(10) Investment in Other Companies

During 2019, the Company created a joint venture with Regional One, Inc. (“Regional One”) by investing $22.3 million for a 75% ownership interest in Aero Engines, LLC. (“Aero Engines”). The Company invested an additional $1.0 million into Aero Engines in 2020 and $3.3 million during the first quarter of 2022 and retained a 75% ownership interest. The primary purpose of Aero Engines is to lease engines to third parties. Aero Engines requires unanimous approval from the Company and Regional One for its engine purchases, dispositions, lease agreements with third parties and all other material transactions. The Company determined Aero Engines is a variable interest entity as the Company has a 75% ownership interest in Aero Engines and all material decisions require unanimous approval from the Company and Regional One, resulting in disproportionate ownership rights relative to voting rights. As unanimous approval is

required for all Aero Engines’ material activities. Aero Engines has no primary beneficiary. The Company accounts for its investment in Aero Engines under the equity method. The Company’s exposure in its investment in Aero Engines primarily consists of the Company’s portion of income or loss from Aero Engines’ engine lease agreements with third parties and the Company’s ownership percentage in Aero Engines’ engines book value. Aero Engines had no debt outstanding as of June 30, 2022. As of June 30, 2022, the Company’s investment balance in Aero Engines was $24.3 million. The Company’s investment in Aero Engines has been recorded in “Other Assets” on the Company’s consolidated balance sheet. The Company’s portion of earnings generated by Aero Engines for the six months ended June 30, 2022, was $0.8 million, which is recorded in “Other income, net” on the Company’s consolidated statements of comprehensive income.

In 2021, the Company entered into a strategic partnership with Eve UAM, LLC (“Eve UAM”), to develop a network of deployment for Eve UAM’s electric vertical takeoff and landing (“eVTOL”) aircraft. The Company signed a non-binding letter of intent to purchase 100 eVTOL aircraft.

During the quarter ended June 30, 2022, the Company acquired 1,000,000 Class A common shares of Eve Holding, Inc. (“Eve”) and a warrant giving the Company the right to acquire 1,500,000 Class A common shares of Eve at an exercise price of $0.01 per share. The Company also received a put option from an Eve shareholder for the 1,000,000 Class A shares of Eve payable in aircraft parts credits. The put option reduces the Company’s investment risk in Eve. The warrant expires in May 2032, and the put option expires in December 2031. The Company acquired the common shares, warrant and put option (collectively the “Eve Investments”) for $10.0 million. The Company evaluated the Eve Investments under ASC 321 – Investments – Equity Securities and ASC 815 – Derivatives and Hedging and recorded the Eve Investments based on their pro rata share of the consideration paid using the fair value of the Eve Investments on the acquisition date, with subsequent changes in the fair value reported in earnings. The common shares of Eve are classified as Level 1 within the fair value hierarchy as Eve stock is actively traded on the New York Stock Exchange, and the value is determined using quoted market prices for the equity security. The warrant and put option are classified as Level 3 within the fair value hierarchy, and the Company used the Black Scholes Option Pricing Model to determine the estimated fair market value of the warrant and put option, including an expected volatility of 49%, which is a significant unobservable input that was derived from historical volatility of comparable companies. The table below shows the reconciliation of the Level 3 Eve Investments (in thousands):

Balance at March 31, 2022	$	—
Purchases		6,551
Unrealized gains		6,773
Balance at June 30, 2022	$	13,324

The Company recognized an unrealized gain of $9.5 million in “Other income, net” on the Company’s consolidated statements of comprehensive income for the six months ended June 30, 2022, related to the Eve Investments. As of June 30, 2022, the fair value of the Eve Investments was $19.5 million and was recorded in “Other Assets” on the Company’s consolidated balance sheet.