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Joby Aviation Inc

For the period ended Jun 30, 2024. Filed Aug 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 8, 2024

JOBY$5.93+11.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-08.

0001819848-24-000270

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0001819848-24-000372

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 76 previous paragraphs and 85 current paragraphs.

56 unchanged; 13 reworded; 12 added; 7 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

On May 31, 2024, the Company completed the acquisition of certain assets of an aerospace company that develops modular autonomy technology for aviation in exchange for 1,944,990 shares of the Company’s common stock with an aggregate acquisition date fair value of $9.5 million. The transaction is expected to contribute to development of autonomous capabilities of the Company’s aircraft and to accelerate the execution of the Company’s contract deliverables with the U.S. Department of Defense. The acquisition was accounted for as a business combination as the assets acquired constituted a business in accordance with ASC 805 Business Combinations.

Current report

As part of the acquisition, the Company also issued 1,375,245 shares of the Company common stock subject to lock-up period of twelve month following the acquisition date (“Holdback Equity”). The number of shares of Holdback Equity to be released at the end of the lock-up period depends on the continuing employment of selected employees of the aerospace company, whose employment transitioned to the Company as a result of the acquisition, and the weighted volume average price of the Company’s common stock at the end of the lock-up period. The number of shares of Holdback Equity to be released may additionally be reduced to satisfy certain indemnification obligations, if any, of the seller. The Company accounted for the Holdback Equity under ASC 718 Compensation — Stock Compensationas a compensation arrangement separate from the business combination and will recognize $8.7 million as stock-based compensation expense over the lock-up period, commencing on the acquisition date.

Current report

The purchase consideration of $9.5 million was preliminarily allocated to $7.4 million of total intangible assets comprising of $6.9 million of acquired developed technology and $0.5 million of contract assets, $1.6 million of acquired fixed assets comprising of aircraft, related equipment and other long lived assets, $0.3 million of acquired goodwill, and $0.2 million of acquired current assets.

Current report

The acquired goodwill is not tax deductible. It represents the excess of the acquisition price over the preliminary fair value of identifiable assets acquired at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition.

Current report

The fair values of the acquired assets are still provisional and subject to change within the measurement period. The final determination of the fair values of the acquired assets is expected to be completed as soon as practicable, but no later than one year from the acquisition date.

Current report

Total other income, net increased by $191.1 million or 112% , to a gain of $21.0 million during the three months ended June 30, 2024 from a loss of $170.1 million during the three months ended June 30, 2023. The increase was primarily driven by a $190.6 million change in the fair value of warrants and earnout shares from a loss of $180.7 million during the three months ended June 30, 2023 to a gain of $9.8 million during the three months ended June 30, 2024.

Current report

Comparison of the Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023

Current report

Net cash provided by financing activities for the six months ended June 30, 2024 was $5.3 million, primarily due to proceeds from the issuance of common stock under the 2021 ESPP of $4.9 million.

Current report

Net cash provided by financing activities for the six months ended June 30, 2023 was $284.9 million, primarily due to net proceeds of $180.2 million from our registered direct offering to certain institutional investors and net proceeds of $99.9 from our issuance of common shares to SK Telecom, proceeds from the issuance of common stock under the 2021 ESPP of $3.8 million and $1.3 million proceeds from exercise of stock options and issuance of common stock warrants.
Removed paragraphs (7)

Previous report

Net cash provided by financing activities for the three months ended March 31, 2024 of $0.5 million was primarily due to proceeds from exercise of stock options of $1.0 million, partially offset by repayment of tenant improvement loan and obligations under finance lease of $0.5 million.

Previous report

Net cash provided by financing activities for the three months ended of $0.4 million was primarily due to proceeds from exercise of stock options and issuance of common stock warrants issuance of $0.6 million, partially offset by repayment of tenant improvement loan and capital lease obligations of $0.2 million.
Reworded paragraphs (13)

Previous wording

Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of March 31, 2024, we had an accumulated deficit of $1,342.3 million. We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company.

Current wording

Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of June 30, 2024, we had an accumulated deficit of $1,465.6 million. We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company.

Previous wording

We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the safety, convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives or more permanent work-from-home behaviors persist. We anticipate initial operations with our U.S. government customers to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations.

Current wording

We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the safety, convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives or more permanent work-from-home behaviors persist.

Previous wording

In December 2020, we became, to our knowledge, the first company to receive airworthiness approval for an eVTOL aircraft from the USAF, and in the first quarter of 2021 we officially began on-base operations under contract pursuant to the USAF’s Agility Prime program. Our multi-year relationship with the DOD and other U.S. government agencies provides us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. In addition to the operational learnings and advanced research support, our contracts, which we expanded in July 2022 and again in April 2023, have a total potential value of more than $131 million through 2026. We are actively pursuing additional contracts and relationships that would further secure these on-base operations going forward. Our U.S. government contracting parties may modify, curtail or terminate its contracts with us without prior notice, either at its convenience or for default based on performance, or may decline to accept performance or exercise subsequent option years. We may also be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or DOD.

Current wording

In December 2020, we became the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test, and in the first quarter of 2021 we officially began on-base operations under contract pursuant to the USAF’s Agility Prime program. Our multi-year relationship with the DOD and other U.S. government agencies provides us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. In addition to the operational learnings and advanced research support, our contracts, which we expanded in July 2022 and again in April 2023, have a total potential value of more than $131 million through 2026. We are actively pursuing additional contracts and relationships that would further secure these on-base operations going forward. Our U.S. government contracting parties may modify, curtail or terminate its contracts with us without prior notice, either at its convenience or for default based on performance, or may decline to accept performance or exercise subsequent option years. We may also be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or DOD.

Previous wording

Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”), warrants issued to Delta Air Lines, Inc. (“Delta Warrants”) and shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer (“Earnout Shares”) are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date. We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period.

Current wording

Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”) and warrants issued to Delta Air Lines, Inc. (“Delta Warrants”) and shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer (“Earnout Shares”) are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date. We expect to incur an incremental income (expense) in the condensed consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period.

Previous wording

Research and development expenses increased by $40.1 million, or 53%, to $115.6 million during the three months ended March 31, 2024 from $75.5 million during the three months ended March 31, 2023. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, manufacturing process development, and certification, decrease in expense reduction due to lower grants earned as part of our government contracts, as well as increased quantity of materials used in prototype development and testing.

Current wording

Research and development expenses increased by $24.1 million, or 27%, to $113.0 million during the three months ended June 30, 2024 from $88.8 million during the three months ended June 30, 2023. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification, as well as increased quantity of materials used in prototype development and testing, partially offset by increase in expense reduction due to higher grants earned as part of our government contracts.

Previous wording

Selling, general and administrative expenses increased by $6.1 million, or 25%, to $30.3 million during the three months ended March 31, 2024 from $24.2 million during the three months ended March 31, 2023. The increase was primarily attributable to increased headcount to support operations growth, including IT, legal, facilities, HR, and finance, as well as an increase professional services cost related to legal, accounting and recruiting support.

Current wording

Selling, general and administrative expenses increased by $4.2 million, or 15%, to $31.3 million during the three months ended June 30, 2024 from $27.1 million during the three months ended June 30, 2023. The increase was primarily attributable to increased headcount to support operations growth, including IT, legal, facilities, HR, and finance, as well as an increase in professional services cost related to legal, accounting and recruiting support.

Previous wording

Total other income (loss), net increased by $65.0 million, or 476%, to $51.3 million income, net during the three months ended March 31, 2024 from total other income (loss), net of $13.6 million loss during the three months ended March 31, 2023. The increase was primarily driven by a $61.1 million change in fair value of warrants and earnout shares and a $3.9 million increase in interest and other income due to increased interest rates on invested funds.

Current wording

Total other income, net decreased by $256.0 million, or 139%, to a gain of $72.4 million during the six months ended June 30, 2024 from a loss of $183.7 million during the six months ended June 30, 2023. The decrease was primarily driven by a $251.6 million change in the fair value of warrants and earnout shares from a loss of $202.8 million during the six months ended June 30, 2023 to a gain of $48.8 million during the six months ended June 30, 2024, and a $4.4 million increase in interest and other income due to increased interest rates on invested funds.

Previous wording

We have incurred net losses and negative operating cash flows from operations since inception, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. To date, we have funded our operations primarily with proceeds from the Merger and issuance of stock and convertible notes. From inception through March 31, 2024, we raised net proceeds of $1,067.9 million from the Merger $843.3 million from the issuances of redeemable convertible preferred stock and convertible notes prior to the Merger, $60.0 million from issuance of shares and warrants to Delta Air Lines, Inc. $180.2 million in net proceeds from our registered direct offering to certain institutional investors and net proceeds of $99.9 million from our issuance of shares to SKT. As of March 31, 2024, we had cash, cash equivalents and restricted cash of $111.3 million and short-term investment in marketable securities of $813.3 million. Restricted cash, totaling $0.8 million, reflects cash temporarily retained for security deposit on leased facilities. We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.

Current wording

We have incurred net losses and negative operating cash flows from operations since inception, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. To date, we have funded our operations primarily with proceeds from the Merger and issuance of stock and convertible notes. From inception through June 30, 2023, we raised net proceeds of $1,067.9 million from the Merger, $843.3 million from the issuances of Legacy Joby’s redeemable convertible preferred stock and convertible notes prior to the Merger,$60.0 million from issuance of shares and warrants to Delta Air Lines, Inc., $180.2 million in net proceeds from our registered direct offering to certain institutional investors and net proceeds of $99.9 million from our issuance of shares to SKT. As of June 30, 2024, we had cash, cash equivalents and restricted cash of $175.9 million and short-term investment in marketable securities of $649.9 million. Restricted cash, totaling $0.8 million, reflects cash temporarily retained for security deposit on leased facilities. We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2024 was $106.6 million, consisting primarily of a net loss of $94.6 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $27.0 million stock-based compensation expense and $8.5 million depreciation and amortization expense, partially offset by a $39.0 million gain from change in the fair value of warrants and earnout shares, a net increase in our net working capital of $3.1 million and $5.5 million net accretion and amortization of our investments in marketable securities.

Current wording

Net cash used in operating activities for the six months ended June 30, 2024 was $205.5 million, consisting primarily of a net loss of $217.9 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes a $55.4 million stock-based compensation expense and $17.2 million depreciation and amortization expense, partially offset by a $48.8 million gain from change in the fair value of warrants and earnout shares and a $9.5 million net accretion and amortization of our investments in marketable securities.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2023 was $78.6 million, consisting primarily of a net loss of $113.4 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which included $22.1 million loss from change in the fair value of warrants and earnout shares, $17.3 million stock-based compensation expense and $7.1 million depreciation and amortization expense, partially offset by a net increase in our net working capital of $7.9 million and $3.7 million net accretion and amortization of our investments in marketable securities.

Current wording

Net cash used in operating activities for the six months ended June 30, 2023 was $150.3 million, consisting primarily of a net loss of $399.5 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes a $202.8 million loss from change in the fair value of warrants and earnout shares, $42.5 million stock-based compensation expense and $14.5 million depreciation and amortization expense, partially offset by a $9.7 million net accretion and amortization of our investments in marketable securities.

Previous wording

Net cash provided by investing activities for the three months ended March 31, 2024 of $12.6 million was primarily due to proceeds from the sales and maturities of marketable securities of $179.5 million, partially offset by purchases of marketable securities of $160.0 million and purchases of property and equipment of $6.9 million.

Current wording

Net cash provided by investing activities for the six months ended June 30, 2024 was $171.3 million, primarily due to proceeds from sales and maturities of marketable securities of $356.5 million, partially offset by purchases of marketable securities of $169.9 million and purchases of property and equipment of $15.3 million.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2023 of $19.1 million was primarily due to purchases of marketable securities of $126.4 million and purchases of property and equipment of $8.8 million, partially offset by proceeds from the sales and maturities of marketable securities of $116.1 million.

Current wording

Net cash provided by investing activities for the six months ended June 30, 2023 was $98.8 million, primarily due to proceeds from sales and maturities of marketable securities of $394.0 million, partially offset by purchases of marketable securities of $281.0 million and purchases of property and equipment of $14.1 million.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

We anticipate initial operations with our U.S. government customers to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations.

Current report — wording carried from elsewhere

The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage):

Current report — wording carried from elsewhere

Research and development expenses increased by $64.3 million, or 39%, to $228.6 million during the six months ended June 30, 2024 from $164.4 million during the six months ended June 30, 2023. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification, as well as increased quantity of materials used in prototype development and testing.

Current report — wording carried from elsewhere

Selling, general and administrative expenses increased by $10.3 million, or 20%, to $61.6 million during the six months ended June 30, 2024 from $51.3 million during the six months ended June 30, 2023. The increase was primarily attributable to increased headcount to support operations growth, including IT, legal, facilities, HR, and finance, as well as an increase in professional services cost related to legal, accounting and recruiting support.