Aeva Technologies, Inc. [AEVA] Filings

Aeva Technologies, Inc. [AEVA] Filings

Aeva Technologies, Inc. [AEVA-WT] Filings

10-Q 1 aeva-20220331.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-39204

AEVA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-3080757
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
555 Ellis Street Mountain View, CA	94043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 481-7070

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	AEVA	New York Stock Exchange
Warrants to purchase one share of common stock	AEVA.WS	New York Stock Exchange

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

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 ☐ No ☒

As of May 2, 2022, the registrant had 216,703,019 shares of common stock, $0.0001 par value per share, outstanding.

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		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Balance Sheets	4
	Condensed Statements of Operations	5
	Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit)	6
	Condensed Statements of Cash Flows	8
	Notes to the Condensed Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

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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.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PAR VALUE)

(UNAUDITED)


	March 31, 2022			December 31, 2021
Assets
Cash and cash equivalents	$	62,499		$	66,810
Marketable securities		351,988			378,200
Accounts receivable		211			2,341
Inventories		1,926			2,063
Other current assets		8,667			9,070
Total current assets		425,291			458,484
Operating lease right-of-use assets		9,577			10,284
Property, plant and equipment, net		7,279			5,136
Intangible assets, net		4,200			4,425
Other noncurrent assets		860			859
Total assets	$	447,207		$	479,188
Liabilities, convertible preferred stock and stockholders' equity
Accounts payable	$	6,645		$	4,386
Accrued liabilities		2,671			4,110
Accrued employee costs		1,109			2,196
Lease liability, current portion		2,929			2,872
Other current liabilities		234			733
Total current liabilities		13,588			14,297
Lease liability, noncurrent portion		6,702			7,455
Warrant liability		426			1,060
Total liabilities		20,716			22,812
Commitments and contingencies (Note 14)
Convertible preferred stock $0.0001 par value; 10,000 shares authorized; no shares issued and outstanding		—			—
Common stock $0.0001 par value; 422,000 shares authorized; 216,644 and 214,997 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		22			21
Additional paid-in capital		625,567			619,841
Accumulated other comprehensive loss		(2,979	)		(524	)
Accumulated deficit		(196,119	)		(162,962	)
Total stockholders' equity		426,491			456,376
Total liabilities, convertible preferred stock and stockholders' equity	$	447,207		$	479,188

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AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)


	Three Months Ended March 31,
	2022			2021
Revenues:
Product	$	211		$	293
Professional service		926			15
Total revenues		1,137			308
Cost of revenues:
Product		920			180
Professional service		455			—
Total cost of revenues		1,375			180
Gross profit		(238	)		128
Operating expenses:
Research and development expenses		25,315			11,379
General and administrative expenses		6,872			8,217
Selling and marketing expenses		1,648			659
Total operating expenses		33,835			20,255
Operating loss		(34,073	)		(20,127	)
Interest income		283			3
Other income, net		633			666
Loss before income taxes		(33,157	)	$	(19,458	)
Income taxes		—			—
Net loss	$	(33,157	)	$	(19,458	)
Unrealized loss on available-for-sale securities		(2,455	)		(29	)
Total comprehensive loss		(35,612	)		(19,487	)
Net loss per share, basis and diluted		(0.15	)		(0.12	)
Weighted-average shares used in computing net loss per share, basic and diluted		216,017,186			163,955,593

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AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)


													Accumulated
	Convertible preferred stock				Common stock					Additional paid-in			Other Comprehensive				Accumulated			Total stockholders'
	Shares		Amount		Shares			Amount		capital			loss				deficit			equity
Balance at December 31, 2021		—	$	—		214,997,014		$	21	$	619,841		$	(524	)		$	(162,962	)	$	456,376
Share-based compensation		—		—		—			—		5,784			—				—			5,784
Issuance of common stock upon exercise of stock options		—		—		1,029,266			1		185			—				—			186
Issuance of common stock upon release of restricted stock units		—		—		671,621			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		—		—		(53,553	)		—		(244	)		—				—			(244	)
Issuance of common stock upon exercise of warrants		—		—		120			—		1			—				—			1
Unrealized loss on available-for-sale securities		—		—		—			—		—			(2,455	)			—			(2,455	)
Net loss		—		—		—			—		—			—				(33,157	)		(33,157	)
Balance as of March 31, 2022		—	$	—		216,644,468		$	22	$	625,567		$	(2,979	)	`	$	(196,119	)	$	426,491

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AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)


														Accumulated
	Convertible preferred stock						Common stock				Additional paid-in			Other Comprehensive			Accumulated			Total stockholders'
	Shares			Amount			Shares		Amount		capital			loss			deficit			equity
Balance at December 31, 2020 (as previously reported)		8,606,780		$	79,204			8,069,693	$	9	$	8,784		$	—		$	(61,084	)	$	(52,291	)
Retroactive application of recapitalization (Note 2)		(8,606,780	)		(79,204	)		143,295,816		6		79,198			—			—		$	79,204
Balance at December 31, 2020, as adjusted (Note 2)		—			—			151,365,509		15		87,982			—			(61,084	)		26,913
Share-based compensation		—			—			—		—		4,513			—			—			4,513
Issuance of common stock upon exercise of stock options		—			—			701,139		—		198			—			—			198
Business combination and PIPE financing, net of acquired private placement warrant of $3,014		—			—			59,343,104		6		557,757			—			—			557,763
Offering cost in connection with Business combination and PIPE financing		—			—			—		—		(47,983	)		—			—			(47,983	)
Issuance of common stock upon release of restricted stock units		—			—			41,408		—		—			—			—			—
Unrealized loss on available-for-sale securities		—			—			—		—		—			(29	)		—			(29	)
Net loss		—			—			—		—		—			—			(19,458	)		(19,458	)
Balance as of March 31, 2021		—		$	—			211,451,160	$	21	$	602,467		$	(29	)	$	(80,542	)	$	521,917

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AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)


	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(33,157	)	$	(19,458	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		630			215
Change in fair value of warrant liability		(634	)		(668	)
Stock-based compensation		5,784			4,513
Impairment of inventories		767			—
Amortization of right-of-use assets		707			223
Amortization of premium on available-for-sale securities		435			—
Changes in operating assets and liabilities:
Accounts receivable		2,130			(104	)
Inventories		(312	)		(310	)
Other current assets		403			(258	)
Other noncurrent assets		(1	)		(296	)
Accounts payable		1,890			964
Accrued liabilities		(2,653	)		872
Accrued employee costs		(1,332	)		(358	)
Lease liability		(696	)		(141	)
Other current liabilities		(499	)		9
Net cash used in operating activities		(26,538	)		(14,797	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(1,283	)		(669	)
Purchase of available-for-sale securities		(82,284	)		(53,501	)
Proceeds from maturities of available-for-sale securities		105,607			—
Net cash provided by (used in) investing activities		22,040			(54,170	)
Cash flows from financing activities:
Proceeds from business combination and private offering		—			560,777
Transaction costs related to business combination and private offering		—			(47,228	)
Proceeds from exercise of warrants		1			—
Proceeds from exercise of stock options		186			198
Net cash provided by financing activities		187			513,747
Net increase (decrease) in cash and cash equivalents		(4,311	)		444,781
Beginning cash and cash equivalents		66,810			24,624
Ending cash and cash equivalents	$	62,499		$	469,405
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
Supplemental disclosures of non-cash investing and financing activities:
Changes in purchases of property and equipment recorded in accounts payable and accrued liabilities	$	1,265		$	215
Taxes withheld on net settled vesting of restricted stock units	$	244		$	—
Offering costs included in accounts payable and accrued liabilities	$	—		$	534
Private placement of warrants acquired as part of merger	$	—		$	3,014
Right-of-use asset obtained in exchange for lease liability	$	—		$	4,692
Non-cash lease adoption	$	—		$	1,665

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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:

•

the equity holders of the pre-combination Aeva hold the majority of voting rights in the Company;

•

the board of directors of the pre-combination Aeva represent a majority of the members of the board of directors of the Company;

•

the senior management of the pre-combination Aeva became the senior management of the Company; and

•

the operations of the pre-combination Aeva comprise the ongoing operations of the Company.

In connection with the Business Combination, outstanding capital stock of the pre-combination Aeva was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Aeva was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of the pre-combination Aeva. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the BCA. The number of shares of preferred stock was also retroactively converted into commons shares based on the exchange ratio.

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 consolidated condensed financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has funded its operations primarily through the Business Combination and issuances of stock. As of March 31, 2022, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $414.5 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $196.1 million as of March 31, 2022. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents and marketable

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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.

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 Europe. 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 March 31, 2022, four customers accounted for 83% of the accounts receivable. As of December 31, 2021, one customer accounted for 90% of accounts receivable. As of March 31, 2022, two vendors accounted for 33% of accounts payable. As of December 31, 2021, two vendors accounted for 37% of accounts payable.

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, 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 $1.7 million and operating lease liabilities of $1.7 million and derecognized the deferred rent liability of $

Aeva Technologies, Inc. [AEVA] Filings
Aeva Technologies, Inc. [AEVA-WT] Filings
10-Q	[2022-05-09]
10-K	[2022-03-01]
10-Q	[2021-11-12]
10-Q	[2021-08-13]
S-1	[2021-06-09]
10-Q	[2021-06-02]
10-K	[2021-03-11]
10-Q	[2020-11-13]
10-Q	[2020-08-11]
10-Q	[2020-05-12]
10-K	[2020-03-30]
S-1	[2020-01-08]

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company