Joby Aviation, Inc. (formerly Reinvent Technology Partners) — Q2 2021 Form 10-Q
Reporting period: Three and six months ended June 30, 2021. These financial statements report the SPAC’s pre-business-combination activity, not Joby Aero’s operating results. The Joby business combination closed on August 10, 2021, after quarter-end; its effects are not reflected in the June 30 financial statements.
Financial results and liquidity
| Metric | Three months ended June 30, 2021 | Six months ended June 30, 2021 |
|---|---|---|
| Operating revenue | None | None |
| General and administrative expense | $1.003 million | $2.295 million |
| Net income | $827,000 | $41.433 million |
| Trust investment gain | $25,000 | $105,000 |
| Gain from change in warrant-liability fair value | $1.805 million | $43.623 million |
Net income primarily reflects non-cash gains from remeasuring derivative warrant liabilities, rather than operating performance. The filing provides no operating margin or revenue-based profitability metrics.
- Cash and liquidity at June 30: Cash outside the trust was $479,196; trust-account cash and investments were $690.046 million. Management reported negative working capital of approximately $284,000.
- Cash flow: Net cash used in operating activities was $1.445 million for the six months. Cash declined by $1.215 million from $1.695 million at December 31, 2020.
- Debt and liabilities: No long-term debt was reported and there were no working-capital loans outstanding. Total liabilities were $81.821 million, including $56.315 million in warrant liabilities and $24.150 million in deferred underwriting commissions.
- Equity and trust: Shareholders’ equity was $5.0 million; redeemable Class A shares of $604.058 million were classified outside equity as temporary equity.
Material changes and transaction developments
Compared with December 31, 2020, cash fell from $1.695 million to $479,196, while warrant liabilities declined from $99.938 million to $56.315 million, producing a substantial non-cash gain in the six-month results. The filing does not provide prior-year comparative operating results.
On August 10, 2021, the SPAC completed its combination with Joby Aero, Inc. The transaction included a stated $5.0 billion equity value for Joby shares and an $835 million PIPE investment. The filing also reports 7,716,780 shares issued in connection with conversion of the Uber note. As of August 10, 603,887,944 common shares were issued and outstanding.
Outlook, risks, contingencies, and unusual items
- No operating guidance or Joby-specific financial outlook is provided in this quarter’s results. The SPAC stated it would not generate operating revenue before a business combination.
- Before the combination closed, management said the working-capital deficit raised substantial doubt about the SPAC’s ability to continue as a going concern through the earlier of closing or its September 25, 2022 liquidation deadline. The combination subsequently closed after quarter-end.
- A purported shareholder lawsuit alleged that the proposed merger consideration was unfair and transaction disclosures were incomplete; it sought to enjoin or rescind the transaction, or obtain damages. The filing did not quantify a potential loss.
- Management concluded disclosure controls were not effective at June 30 because of a previously identified material weakness involving accounting classification of public and private warrants. Remediation had begun but was not fully evidenced; management expected remediation during fiscal 2021.
- The filing cited COVID-19 uncertainty and possible adverse effects, but said the specific impact was not readily determinable. It reported no off-balance-sheet arrangements.
Important facts for investors to verify
- Review the post-combination filings for Joby’s operating results, cash position, spending needs, and any updated guidance; this 10-Q does not present Joby’s standalone financials.
- Confirm final transaction funding, shareholder redemptions, and post-closing share count and dilution, including PIPE and note-conversion shares.
- Track the shareholder litigation’s disposition and any resulting costs or obligations.
- Check subsequent disclosures on remediation of the material weakness and the accounting and valuation of warrants.