EX-99.2 7 ex992_1.htm EXHIBIT 99.2


Exhibit 99.2

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Embraer Aircraft Holdings, Inc and Shareholder of The Urban Air Mobility Business of Embraer S.A.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of The Urban Air Mobility Business of Embraer S.A. (the “Company”) as of December 31, 2021 and 2020, and the related combined statements of operations, of comprehensive loss, of changes in net parent equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. 

 

Restatement of Previously Issued Financial Statements

As discussed in Note 2 to the combined financial statements, the Company has restated its 2021 financial statements to correct an error.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 


/s/ PricewaterhouseCoopers LLP 


 

Hallandale Beach, Florida

March 18, 2022, except for the effects of the restatement discussed in Note 2 to the combined financial statements, as to which the date is December 7, 2022

 

We served as the Company’s auditor from 2021 to 2022.

1




The UAM Business of Embraer S.A.

Combined Balance Sheets

(In US Dollars)

 

            

As of December 31, 2021
As of December 31, 2020
  As Restated  
   
Assets        
   
Current:
Cash and equivalents   $ 14,376,523  
$ -  
Related party receivable 220,000
-
Derivative financial instruments -
45,438
Other current assets     6,274,397  
  4,110  
Total current assets   20,870,920  
  49,548
Capitalized software, net     699,753  
  23,443  
Total assets $ 21,570,673  
$ 72,991
Liabilities and Net Parent Equity        
     
Current:
Accounts payable   $ 877,641  
$ 846,988  
        Related party payable      8,642,340  
  -  
Derivative financial instruments 32,226
-
Other payables     616,156  
  199,278  
Total current liabilities   10,168,363  
  1,046,266
Other noncurrent payables     702,921  
  40,578  
Total liabilities   10,871,284  
  1,086,844
Net parent equity        
     
Net parent investment 10,731,615
(1,059,291 )
Accumulated other comprehensive income/ (loss) (32,226
  45,438  
Total net parent equity   10,699,389  
  (1,013,853 )
Total liabilities and net parent equity   $ 21,570,673  
$ 72,991  

 

  

The accompanying notes are an integral part of these combined financial statements.

 


 

2



 The UAM Business of Embraer S.A.

Combined Statements of Operations

(In US Dollars)


    Year Ended December 31, 
2021





    As Restated
 
2020
  2019
Operating expenses           
     
         
Research and development     $  (13,279,780 )
$  (8,358,043 ) $  (5,947,294 )
General and administrative        (4,898,942 )
   (1,233,876 )      (1,739,815 )
    Operating loss        (18,178,722 )
   (9,591,919 )      (7,687,109 )
Financial and foreign exchange gain, net        (77,147 )
   (34,023 )    1,590
    Loss before income taxes        (18,255,869 )
   (9,625,942 )      (7,685,519 )
Income tax benefit (expense)        -
   -
   -
    Net loss     $  (18,255,869 )
(9,625,942 )   (7,685,519 )



The accompanying notes are an integral part of these combined financial statements. 

 


 

3



 The UAM Business of Embraer S.A.

Combined Statements of Comprehensive Loss

(In US Dollars)

 

    Year Ended December 31, 
  2021

2020

2019
      As Restated
 


Net loss     $  (18,255,869 )
$  (9,625,942 )
$  (7,685,519 )
    Derivative financial instruments - cash flow hedge         (77,664 )
  46,012
              (574 )
Total comprehensive loss     $   (18,333,533 )
$  (9,579,930 )
$  (7,686,093 )


 

The accompanying notes are an integral part of these combined financial statements.

 


 

4



 The UAM Business of Embraer S.A.

Combined Statements of Changes in Net Parent Equity

(In US Dollars)

 

    Net parent investment     Accumulated other comprehensive
income (loss) 
  Total 
Balance as of December 31, 2018     $  (321,207 )   $  -        $  (321,207 )
   Net loss     (7,685,519 ) -      (7,685,519 )
Other comprehensive loss     -       (574 )     (574 )
   Net transfer from Parent      7,528,095   -         7,528,095
Balance as of December 31, 2019     (478,631 )     (574 )      (479,205 )
   Net loss     (9,625,942 ) -      (9,625,942 )
Other comprehensive income     -       46,012        46,012
   Net transfer from Parent      9,045,282   -         9,045,282
Balance as of December 31, 2020   $ (1,059,291 )   $  45,438     $  (1,013,853 )
   Net loss (as restated)     (18,255,869 ) -      (18,255,869 )
   Other comprehensive loss       -       (77,664 )        (77,664 )
   Net transfer from Parent      30,046,775   -         30,046,775
Balance as of December 31, 2021 (as restated)    $  10,731,615     $  (32,226 )   $   10,699,389

 

The accompanying notes are an integral part of these combined financial statements.

 


 

5



The UAM Business of Embraer S.A. 

Combined Statements of Cash Flows 

(In US Dollars)

 

    Year Ended December 31, 
2021
      As Restated     2020   2019   
Cash flows from operating activities:                                  
Net loss     $  (18,255,869 ) $    (9,625,942 ) $   (7,685,519 )
Adjustments to reconcile net loss to net cash used in operating activities:          
         
         
   Amortization of capitalized software                  107,931
    9,056
    10,694
   Long-term incentive plan expense    
150,099
      (736 )        31,206
Changes in operating assets and liabilities:       

         
         
   Other assets        (6,270,287 )      (1,379 )      14,795
   Related party receivable        (220,000 )      -
     -
   Accounts payable    
30,653
   527,376
   99,845
   Related party payable

8,642,340


-


-
   Other payables    
929,123
    62,836
    27,583
Net cash used in operating activities        (14,886,010 )      (9,028,789 )      (7,501,396 )
Cash flows from financing activities:            
     
     
   Transfer from Parent    
14,262,533
     9,028,789        7,501,396
Capital contribution  
15,000,000
    -      
Net cash provided by financing activities    
29,262,533
   9,028,789    7,501,396
Increase (decrease) in cash and cash equivalents  
14,376,523
           9,028,789           7,501,396
Cash and cash equivalents at the beginning of the period        -
   -    -   
Cash and cash equivalents at the end of the period     $  14,376,523      $  -     $  -   
                             
Supplemental disclosure of other noncash investing and financing activities                                  
   Additions to capitalized software transferred by Parent    $ 784,241 $ 16,494 $ 26,699   

 

 

The accompanying notes are an integral part of these combined financial statements 

 

 

6



The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 

1.Formation and Nature of Business


Formation and Nature of Business


EVE UAM, LLC (f/k/a Eve Urban Air Mobility Solutions, Inc.), a Delaware limited liability company (the “Company” or “Eve”), was formed on April 21, 2021, in order to effect a reorganization and, subject to its completion, acquire the Urban Air Mobility (“UAM”) business, which focuses on the development and certification of an electric vertical takeoff and landing vehicle (“eVTOL”), the creation of a maintenance and services network for eVTOL and the creation of an air traffic management system for eVTOL otherwise known as Urban Air Traffic Management (“UATM”) (collectively, the “UAM Business”), from Embraer S.A. and its subsidiaries (the “Parent”, “Embraer” or “ERJ”). Prior to the reorganization and throughout the periods presented herein, the UAM Business was owned by ERJ and its subsidiaries. Beginning in August 2021, ERJ has contributed certain assets and employees to Eve to begin Eve’s initial operations.


ERJ is a publicly held company incorporated under the laws of the Federative Republic of Brazil (“Brazil”) with headquarters in São José dos Campos, State of São Paulo. The corporate purpose of ERJ is:


(i) To design, build and market aircraft and aerospace materials and related accessories, components and equipment, according to the highest standards of technology and quality.
(ii)
To perform and carry out technical activities related to the manufacturing and servicing of aerospace materials.
(iii) To contribute to the training of technical personnel as necessary for the aerospace industry.
(iv) To engage in and provide services for other technological, manufacturing and business activities in connection with the aerospace industry.
(v) To design, build and trade in equipment, materials, systems, software, accessories and components for the defense, security and power industries, and to promote and carry out technical activities related to the manufacturing and servicing thereof, in accordance with the highest technological and quality standards.
(vi) To conduct other technological, manufacturing, trading and services activities related to the defense, security and power industries


Through EmbraerX, an independent department within ERJ, ERJ’s market accelerator and disruptive business innovation company, ERJ incubates initiatives that may mature into new business opportunities in the future. One such business that has been incubated is ERJ’s UAM business. The UAM Business has historically operated as part of ERJ and not as a separate stand-alone entity or group.

 

The Reorganization


On December 10, 2021, ERJ, Eve and Embraer Aircraft Holding Inc. (“EAH”), a wholly owned subsidiary of ERJ, entered into a contribution agreement (the “Contribution Agreement”), pursuant to which, upon the terms and subject to the conditions of the Contribution Agreement, ERJ transferred certain assets and liabilities related to the UAM Business to Eve or to Eve Soluções de Mobilidade Aérea Urbana Ltda., a Brazilian limited liability company (sociedade limitada) and a newly formed direct wholly owned subsidiary of Eve (the “Brazilian Subsidiary”), in exchange for the issuance of 1,000 common units of Eve. Since the consummation of the transactions contemplated by the Contribution Agreement (the “Reorganization”), certain assets and liabilities related to the UAM Business have been owned by Eve.

 

7


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 

Business Combination Agreement with Zanite

 

On December 21, 2021, ERJ, Eve and EAH entered into a business combination agreement (the “Business Combination Agreement”) with Zanite Acquisition Corp. (“Zanite” or the “SPAC”). Pursuant to the Business Combination Agreement, among other things, EAH will contribute and transfer to Zanite all of the common units of Eve held by it as consideration and in exchange for the issuance and transfer by Zanite to EAH of 220,000,000 shares of common stock of Zanite. After the consummation of the transactions contemplated by the Business Combination Agreement, Eve will operate as part of a separate, independent, publicly traded company, indirectly controlled by ERJ.

 

COVID-19 Pandemic

 

The World Health Organization declared a global emergency on January 30, 2020 with respect to the outbreak of a novel strain of coronavirus, or COVID-19 pandemic. There are many uncertainties regarding the current global COVID-19 pandemic, and ERJ is closely monitoring the COVID-19 pandemic situation and its impacts on its employees, operations, the global economy, the supply and the demand for its products and services, including the UAM Business. ERJ implemented contingency plans to act as quickly as necessary as the current situation unfolds.

 

Since the beginning of the COVID-19 pandemic, ERJ has been engaging in several initiatives supporting the health and safety of its employees. Social distancing measures were taken, as well as the implementation of working from home for certain group of employees. Furthermore, several measures to preserve jobs were taken, including reductions in working hours and pay cuts, collective vacations, and temporary furloughs.

 

The full impact of the COVID-19 pandemic continues to evolve as of the date hereof. As such, it is uncertain as to the full magnitude that the pandemic will have on the UAM Business’s financial condition, liquidity, and future results of operations. Management is actively monitoring the situation on its financial condition, liquidity, operations, suppliers, industry, and workforce.

 

2.Restatement of Previously Reported Financial Statements 

 

The Combined Financial Statements for the year ended December 31, 2021 and related disclosures have been restated in accordance with the changes described below.

 

As of
December 31, 

Restatement
Adjustments

As of
December 31, 2021
  2021  
 

  As Restated
Assets    
     
     
Current:

Cash and equivalents $ 14,376,523  
$  
$ 14,376,523  
Related party receivable 220,000

220,000
Other current assets   21,140  
              6,253,257  
  6,274,397  
Total current assets   14,617,663  
  6,253,257
  20,870,920
Capitalized software, net   699,753  
   
  699,753  
Total assets $ 15,317,416  
$ 6,253,257
$ 21,570,673
Liabilities and Net Parent Equity      
     
     
Current:

Accounts payable $ 877,641  
$  
$ 877,641  
        Related party payable (i)    
              8,642,340  
  8,642,340  
Derivative financial instruments 32,226

32,226
Other payables   616,156  
   
  616,156  
Total current liabilities   1,526,023  
  8,642,340
  10,168,363
Other noncurrent payables   702,921  
   
  702,921  
Total liabilities   2,228,944  
  8,642,340
  10,871,284
Net parent equity      
     
     
Net parent investment 13,120,698
           (2,389,083 )
10,731,615
Accumulated other comprehensive income/ (loss)
(32,226
   
  (32,226 ) 
Total net parent equity   13,088,472  
             (2,389,083 )
  10,699,389
Total liabilities and net parent equity $ 15,317,416  
$ 6,253,257  
$ 21,570,673  

(i) The Related party payable recognized will be paid to ERJ and EAH upon the Closing of the transaction with Zanite.


8


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 


    Year Ended December 31, 
2021  
  Restatement  
  2021
    As Reported
  Adjustments
  As Restated
Operating expenses            
     
     
Research and development     $  (13,279,780 )
$ 
$  (13,279,780 )
General and administrative        (2,509,859 )
  (2,389,083
  (4,898,942 )
    Operating loss        (15,789,639 )
  (2,389,083 )
  (18,178,722 )
Financial and foreign exchange gain, net        (77,147 )
  -
  (77,147 )
    Loss before income taxes        (15,866,786 )
  (2,389,083 )
  (18,255,869 )
Income tax benefit (expense)         -  
 
 
    Net loss     $  (15,866,786 )
$  (2,389,083 )
$  (18,255,869 )

 



Year Ended December 31, 
2021 Restatement 2021
      As Reported     Adjustments   As Restated   
Cash flows from operating activities:                                  
Net loss     $  (15,866,786 ) $  (2,389,083 ) $  (18,255,869 )
Adjustments to reconcile net loss to net cash used in operating activities:                                      
   Amortization of capitalized software        107,931       -    107,931   
   Long-term incentive plan expense        150,099         -        150,099  
Changes in operating assets and liabilities:                                 
   Other assets        (17,030 )    (6,253,257 )    (6,270,287 )
   Related party receivable        (220,000 )      -        (220,000 )
   Accounts payable        30,653    -    30,653
  Related party payable

-


8,642,340


8,642,340
   Other payables        929,123    -    929,123   
Net cash used in operating activities        (14,886,010 )      -        (14,886,010 )
Cash flows from financing activities:                              
   Transfer from Parent        14,262,533         -        14,262,533   
Capital contribution     15,000,000       -       15,000,000  
Net cash provided by financing activities        29,262,533       -    29,262,533   
Increase (decrease) in cash and cash equivalents              14,376,523       -       14,376,523  
Cash and cash equivalents at the beginning of the period        -    -    -   
Cash and cash equivalents at the end of the period     $  14,376,523      $  -     $  14,376,523   
                             
Supplemental disclosure of other noncash investing and financing activities                                  
   Additions to capitalized software transferred by Parent    $ 784,241 $ - $ 784,241   


9


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)


Transaction Costs Adjustment


In November 2022, Eve Holding, Inc. reviewed its accounting for costs incurred (Transaction Costs) in connection with the transaction with Zanite, which include, among other things, fees for financial, accounting and legal advisors. These costs were paid by Embraer S.A. and Embraer Aircraft Holding, Inc. and recognized as expenses by these entities as the initial understanding was that these expenses were primarily benefiting those two entities. SEC SAB Topic 5.T. Accounting for Expenses or Liabilities Paid By Principal Stockholder(s) notes that in scenarios where a principal stockholder pays an expense which benefits the company, it is in substance a capital contribution to the company, unless the stockholder’s action is caused by a relationship or obligation completely unrelated to their position as a stockholder or such action clearly does not benefit the company. This aligns with SEC SAB Topic 1.B. Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity, which states the expectation of the SEC staff is that the historical income statements of a registrant should reflect the costs of doing business, which would include fees for transaction-related costs such as accounting and legal services.


Management evaluated the transaction costs paid by the Embraer S.A. and Embraer Aircraft Holding, Inc for the benefit of the UAM Business of Embraer S.A. and concluded $2,389,083 should have been expensed in these carve-out financial statements during the year ended December 31, 2021.  Such transaction costs included professional service fees for the preparation of the carve-out and audit fees for the combined Eve UAM Business.  Further, management identified  $6,253,257 of transaction costs paid by Embraer S.A. and Embraer Aircraft Holding, Inc. which were directly and incrementally beneficial to the Business Combination (as defined in Note 1) which were deferred in the Combined Financial Statements as Other Current Assets against and Related Parties Payables. Refer to Notes 5 and 6 for more details. 


3.    Liquidity and Going Concern


The UAM Business is part of EmbraerX, an independent department within ERJ, and certain funds to conduct its research and development (“R&D”) operations are provided by ERJ. The UAM Business has not generated any revenues and does not anticipate generating any revenues unless and until it successfully completes research and development for the eVTOL and UATM projects, or any future product candidate. Since the UAM Business does not have enough cash on hand to complete its development and has no credit facilities, the UAM Business is dependent upon ERJ to provide services (such as R&D activities, legal, accounting, finance, human resources, information technology, etc.) and funding to support the operations of the UAM Business until the proposed transaction (discussed further in Note 1) is completed, which is intended to provide sufficient capital to support the ongoing operations of the UAM Business. In the interest of funding and supporting the UAM Business, ERJ has an agreement with the Company that enables the Company to meet its obligations as they come due for the next 12 months from the date of the issuance of these combined financial statements, or until the consummation of the proposed transaction described in Note 1.


If the UAM Business is unable to raise sufficient capital when needed or events or circumstances occur such that the UAM Business does not meet its strategic plans, the UAM Business will be required to reduce certain discretionary spending, alter or scale back aircraft development programs, be unable to develop new or enhanced production methods, or be unable to fund capital expenditures, which would have a material adverse effect on the UAM Business’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives.


10


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 

The accompanying combined financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The combined financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts except for the deferred tax assets presented in Note 11, or the amounts and classification of liabilities that might result from the outcome of this uncertainty (i.e. going concern). The UAM Business anticipates incurring additional losses until such time, if ever, it can obtain regulatory approval to sell, and then generate significant sales from a product.

 

4.Summary of Significant Accounting Policies


Basis of Presentation


The accompanying combined financial statements have been prepared on a carve-out basis and are derived from ERJ’s consolidated financial statements and accounting records. The combined financial statements reflect the historical results of the operations, financial position, and cash flows of the UAM Business, in conformity with United States generally accepted accounting principles (“GAAP”).

 

These combined financial statements of the UAM Business reflect the assets, liabilities, and expenses that management has determined to be specifically attributable to the UAM Business, as well as allocations of certain corporate level assets, liabilities and expenses, deemed necessary to fairly present the financial position, results of operations and cash flows of the UAM Business, as discussed further below. Management believes that the assumptions used as basis for the allocations of expenses, direct and indirect, as well as assets and liabilities in the combined financial statements are reasonable. However, these allocations may not be indicative of the actual amounts that would have been recorded had the UAM Business operated as an independent, publicly traded company for the periods presented.

 

Historically, the UATM and eVTOL initiatives have been incubated, led and funded as two separate projects, which were comprised of separate related designs and registered patents (the “Intellectual Property” or “IP”), know-how, and principal design teams. The UAM Business is dependent upon ERJ for all of its working capital and financing requirements. Accordingly, debt or related interest expense have not been allocated to the UAM Business in the combined financial statements. Financing transactions related to the UAM Business are accounted for as a component of Net Parent Investment in the combined balance sheets and as a financing activity on the accompanying combined statements of cash flows.

 

The combined financial information includes both direct and indirect expenses. The historical direct expenses consist primarily of personnel- related costs (including salaries, labor taxes, profit sharing program, benefits, short and long-term incentive) of research and development employees directly involved in the UAM Business’ activities, research expenses, facilities depreciation and others. The indirect expenses consist of personnel- related costs (including salaries, labor taxes, profit sharing program, benefits, short and long term incentive) allocated to the UAM Business and general and administrative overhead, including expenses for information systems, accounting, other financial services (such as treasury, audit and purchasing), human resources, legal, and facilities, allocated as per headcount of employees exclusively involved in the UAM Business’ activities compared to the total headcount of all ERJ employees or using an expense input comparing the total R&D expenses of the UAM Business against the total R&D expenses of EmbraerX. The UAM Business has calculated its income tax amounts using a separate return methodology and it has presented these amounts as if it were a separate taxpayer from ERJ.

 

11


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 

The combined balance sheets of the UAM Business include cash and cash equivalents, other assets, capitalized software, accounts payable and other payables that were either allocated on a specific identification basis or contributed to Eve. Derivatives instruments used to hedge the salaries for employees directly involved in the UAM Business’ activities were allocated by comparing the salaries of these employees in Brazilian reais (“BRL” or “R$”) against the total employees’ salaries of ERJ in BRL, and for employees not directly involved in the UAM Business’ activities the expense input approach using R&D metrics, noted above, was used to allocate the Derivatives instruments. Incentive payments received in advance related to service arrangements to process employee payroll were allocated based on a headcount proportion basis. As the UAM Business was not historically held as a single legal entity, Net Parent Investment is shown in lieu of stockholder’s equity in the combined financial statements. Net Parent Investment represents the cumulative investment by ERJ in the UAM Business through the dates presented, inclusive of operating results.

 

Functional and reporting currency


The combined financial statements are derived from ERJ financial statements and from the financial statements of certain of ERJ’s U.S. based subsidiaries (“Original Financial Statements”). The functional currency of ERJ and the aforementioned subsidiaries is the US Dollar (“USD” or “Dollar” or “US$”). The Company’s functional currency will follow the determination of the functional currency of the Original Financial Statements, therefore management has concluded that the USD is the functional and reporting currency of the UAM Business.

 

The foreign currency gains and losses are related to transactions with suppliers recognized in the functional currency, USD, but settled in BRL. The impacts were recognized in the “Foreign currency gain/ (loss)” within the combined statements of operations.

 

Use of Estimates


The preparation of the combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities, and the reported amounts of expenses during the reporting period. Therefore, estimates and assumptions derived from past experience and other factors deemed relevant were used in preparing accompanying combined financial statements. These estimates and assumptions are reviewed on an ongoing basis and the changes to accounting estimates are recognized in the period in which the estimates are revised on a prospective basis. Actual results could be materially different from those estimates. Significant estimates inherent in the preparation of the combined financial statements include, but are not limited to, useful lives of capitalized software, net, accrued liabilities, and income taxes including deferred tax assets and liabilities.

 

Cash and Cash Equivalents


Cash and cash equivalents include cash in hand, bank deposits and highly liquid short-term investments, usually maturing within 90 days of the investment date, readily convertible into a known amount of cash and subject to an insignificant risk of change in value.

 

Fair Value Measurements


The UAM Business applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, which defines a single authoritative definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

12


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 


Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

 

Level 2 - Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

 

Level 3 - Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

 

The carrying amounts of the UAM Business’ other assets, accounts payables and other payables, except for the long-term incentive plan, approximate fair value due to the short-term nature of these instruments. The fair value of the liabilities related to the long-term incentive plan included in other payables was determined using the Level 1 inputs. The fair value of the derivative instruments was determined using the Level 2 inputs. There were no assets or liabilities measured at fair value using Level 3 inputs for the periods presented.

 

Hedge accounting

 

The UAM Business applies cash flow hedge accounting to hedge against the payroll cash flow volatility attributable to a risk of foreign exchange rate fluctuation associated with highly probable forecast transactions that will affect income or loss for the year.

 

The UAM Business recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships changes in the fair value are recognized in Accumulated Other Comprehensive Loss (“AOCI”), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. The cash flow impact of the UAM Business’ derivative instruments is included in our combined statement of cash flows in net cash used in operating activities.

 

The UAM Business only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the UAM Business formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The UAM Business also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

 

 

13


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)


The UAM Business discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. Additionally, when it is probable that a forecasted transaction will not occur, the UAM Business recognizes immediately in earnings gains and losses that were accumulated in other comprehensive loss related to the hedging relationship.

 

In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the UAM Business continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings.

 

See Note 8 for additional information on hedge accounting and derivative instruments.

 

Capitalized software, net


Capitalized software consists of software licenses and are recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Software licenses are amortized over their useful lives which is approximately 5 years on a straight-line basis. The UAM Business reviews capitalized software, net for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Long-term incentive plan


The long-term incentive plan has the objective of retaining and attracting qualified personnel who will make an effective contribution to the UAM Business’ future performance. The plan is a cash-settled phantom shares plan, in which the amounts attributed to the services provided by the participants are converted into virtual share units based on the market value of Embraer’s shares. At the end of the acquisition period the participant receives the quantity of virtual shares converted into BRL, at the shares’ current market value. The UAM Business recognizes the obligation during the acquisition period (quantity of virtual shares proportional to the period) in the same group as the participant’s normal remuneration. This obligation is presented as “Other payable” to employees and the fair value is calculated based on the market price of the shares and registered as “General and administrative” in the combined statements of operations.

 

Research and Development


R&D efforts are focused on design and development of our eVTOL and UATM projects to achieve manufacturing and commercial stage. R&D costs are expensed as incurred and are primarily comprised of personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short and long-term incentive) for employees focused on R&D activities, supplies and materials costs, an allocation of general overhead, depreciation and amortization expenses, and fees paid to outsourced contractors.

 

General and Administrative


General and administrative expenses are primarily composed of allocated expenses of personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short and long term incentive), information systems, accounting, other financial services (such as treasury, audit and purchasing), human resources, legal, facilities, and other corporate expenses. Such expenses have been allocated to the UAM Business based on the most relevant allocation method for the services provided, primarily based on headcount of employees exclusively involved in the UAM Business’ activities compared to the total headcount of all ERJ employees as this measures reflect the historical utilization levels.


General and administrative expenses also include the Transaction Costs paid by ERJ and EAH (see Note 5).

 

14


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 

 Income Taxes

 

The deferred income taxes are generally recognized, based on enacted tax rates, when assets and liabilities have different values for financial statement and tax purposes. The UAM Business has calculated its income tax amounts using a separate return methodology. A valuation allowance is recorded, if it is more likely than not all or a portion of deferred tax assets will not be realized. Under this method, the UAM Business assumes it will file separate returns with tax authorities, thereby reporting its taxable income or loss and paying the applicable tax to or receiving the appropriate refund from ERJ. As a result, the UAM Business’ deferred tax balances and effective tax rate as a stand-alone entity will likely differ significantly from those recognized in historical periods. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations.

 

The tax loss carryforwards and valuation allowances reflected in the combined financial statements are based on a hypothetical stand-alone income tax return basis and may not exist in the ERJ consolidated financial statements.

 

The UAM Business accounts for uncertain income tax positions recognized in the combined financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to be recognized in the combined financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

 

Segments

 

Operating segment information is presented in a manner consistent with the internal reports provided to the Chief Operating Decision Maker (“CODM”). The chief operating decision-maker, who is responsible for allocating resources among and assessing the performance of the operating segments and for making strategic decisions, is the UAM Business Chief Executive Officer. Given the UAM Business’ pre-revenue operating stage, it currently has no concentration exposure to products, services or customers. The UAM Business has determined that it operates in two different operating and reportable segments as it CODM assess the operation results by the different R&D projects, as follows:

eVTOL: the aircraft is in the preliminary design stage of development. This vehicle is expected to have eight (8) vertical lift electric motors and two (2) horizontal propulsion electric motors. The UAM Business’ eVTOL has been in an incubation stage for over 4 years. The certification is proposed to be first with ANAC (the National Civil Aviation Agency of Brazil) and in parallel with the U.S. Federal Aviation Administration.

UATM: the segment will provide traffic management services to vehicles operating in the UAM Operating Environment (“UOE”). UATM will be a system of systems focused on improving the efficiency and safety of UAM operations. UATM systems will focus on existing and emerging operators of both the vehicles (fleet operators) and ground infrastructure (vertiport/heliport operators).

 

15


The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 


The CODM receives information related to the operating results based on the directly attributable cost by each R&D project. As the UAM Business was operated within the Embraer Corporate infrastructure, the indirect costs are not included in the information analyzed by the CODM. Assets information by segment is not presented to the CODM. The information provided to the CODM are as follows:

 

    Year Ended December 31, 
2021
2020

2019
  As Restated  
 


 
​Segments R&D expenses        
   

      
eVTOL     $  (11,207,794 )
$  (7,583,456 )
$  (5,255,068 )
UATM        (2,071,986 )
  (774,547 )
  (692,226 )
Total segments expenses         (13,279,780 )
  (8,354,043 )
  (5,947,294 )
Corporate/Unallocated amounts       
  




  
   Selling, general and administrative        (4,898,942 )
  (1,233,876 )
  (1,739,815 )
Loss from operations        (18,178,722 )
  (9,591,919 )
  (7,687,109 )
   Financial and foreign exchange gain, net             (77,147 )
  (34,023 )
  1,590
Loss before income taxes     $  (18,255,869 )
$  (9,625,942 )
$  (7,685,519 )

 

Recently adopted accounting pronouncements


The UAM Business is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“the JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as private companies, including early adoption when permissible. With the exception of standards, the UAM Business elected to early adopt, when permissible, the UAM Business has elected to adopt new or revised accounting guidance within the same time period as private companies. 

 

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which changes the recognition and presentation requirements of hedge accounting. The ASU eliminates the requirement to separately measure and report hedge ineffectiveness and requires the presentation of all items that affect earnings in the same income statement line as the hedged item. In addition, the ASU permits hedging risk components of nonfinancial assets, provides more flexibility for hedging interest rate risk in cash flow hedges, and creates new accounting alternatives for measuring the change in the fair value of the hedged item in fair value hedges of interest rate risk. The ASU also includes additional disclosure requirements. Additionally, in April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and in November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, to provide further clarifications on certain aspects of ASU 2017-12 and to extend the nonpublic effective date of ASU 2017-12. The provisions of ASU 2017-12 (as amended) were adopted by the UAM Business for annual periods beginning on January 1, 2021, with early application permitted. The adoption of ASU 2017-12 did not have a material effect on the UAM Business’s combined financial statements.

 

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”), which permits use of the OIS rate based on the SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to the currently allowable benchmark rates. For entities that have not already adopted ASU 2017-12, ASU 2018-16 is required to be adopted concurrently with ASU 2017-12. The UAM Business has adopted ASU 2017-12 and ASU 2018-16 in its annual periods beginning on January 1, 2021. ASU 2017-12 has been applied prospectively to qualifying new or redesignated hedging relationships entered into on or after the adoption date. The adoption of ASU 2018-16 and ASU 2017-12 did not have a material effect on the UAM Business’s combined financial statements. 

 

16



 The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

Recently issued accounting pronouncements not yet adopted


In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for the UAM Business’s annual periods beginning after December 15, 2021. Early adoption is permitted. The UAM Business is currently evaluating the effect the adoption of ASU 2019-12 will have on its combined financial statements.

 

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Providing an optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. The UAM Business has no contracts, hedging relationships, and other transactions that the LIBOR is applied as reference rate, thus no impact is expected in its combined financial statements.

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which provides an exception to fair value measurement for contract assets and contract liabilities related to revenue contracts acquired in a business combination. The ASU requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The ASU is effective for the UAM Business for annual and interim periods in fiscal years beginning after December 15, 2023. Early adoption is permitted. The ASU is applied to business combinations occurring on or after the effective date. 

 

5.          Related Party Transactions

 

Relationship with ERJ


The UAM Business has historically been managed, operated, and funded by ERJ and EAH. Accordingly, certain shared costs have been allocated to the UAM Business and reflected as expenses in the UAM Business’ stand-alone combined financial statements. The expenses reflected in the combined financial statements may not be indicative of expenses that will be incurred by the UAM Business in the future.

 

(a)           Corporate costs


ERJ incurs corporate costs for services provided to the UAM Business. These costs include expenses for information systems, accounting, other financial services (such as treasury, audit and purchasing), human resources, legal, and facilities.

 

17



The UAM Business of Embraer S.A.

Notes to Combined Financial Statements—(Continued)

(in US Dollars)

 

A portion of these costs benefit the UAM Business and are allocated to the UAM Business using a pro-rata method based on R&D project related costs, headcount, or other measures that management believes are consistent and reasonable.

 

The allocated corporate costs included in the combined statement of operations were approximately $1,323,915, $1,167,432 and $1,710,595 for the years ended December 31, 2021, 2020 and 2019, respectively, and were included in general and administrative expenses for each of the years.

 

(b)           Transaction costs (as restated)

 

During the year ended on December 31, 2021, both ERJ and EAH paid for certain costs attributable to the UAM business (Transaction Costs). The Transaction Costs comprise but were not limited to, costs associated with lawyers, bankers, consulting and auditing with the objective to effectuate the transaction with Zanite, as described in Note 1.

 

Management analyzed the nature and timing of the costs to determine whether they were i) directly related to the carve-out preparation or ii) directly related to the possible closing of the transaction with Zanite, or ii) weren’t related to either of the transactions. Based on management’s analysis, $8.6 million should be accounted for in the 2021 carve-out financial statements as follow.

 

-              $2.4 million of the Transaction Costs were incurred for the preparation and the audit of the 2021 carve-out financial and were directly related to the carve-out preparation. Thus, this amount was expensed.

-              $6.2 million of the Transaction Costs were directly related to the future transaction with Zanite. This amount was deferred and will be either expensed or capitalized if and when the transaction closes.

 

A Related party payable was recognized by Eve in order to reimburse ERJ and EAH for these Transaction Costs.

 

(c)           Cash Management and Financing


The UAM Business is responsible for managing its own cash which was originally composed by the $15 million of capital contribution made by ERJ in August 2021 upon the formation of the legal entity. In the event that additional funding is needed, ERJ will provide the required funding as described in Note 2.

 

(d)           Master Service Agreement and Shared Service Agreement


In connection with the transfer of the UAM Business to Eve, ERJ and Eve entered into a master service agreement (the “MSA”) and Shared Service Agreement (the “SSA”) on December 13, 2021. The MSA has established a fee to be charged by ERJ to Eve so that Eve may be provided with access to ERJ’s R&D and engineering department structure, as well as the ability to access to manufacturing facilities in the future. The SSA has established a cost overhead pool to be allocated,