Vertical Aerospace Ltd 6-K, filed Nov 17, 2023
Vertical Aerospace Ltd. (EVTL)
About this 6-K
Vertical Aerospace Ltd filed this 6-K on November 17, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-41169
Vertical Aerospace Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Unit 1 Camwal Court, Chapel Street
Bristol BS2 0UW
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
The Company's operating and financial review and prospects with respect to the nine months ended September 30, 2023 and September 30, 2022 and unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2023 and September 30, 2022 and related notes thereto are attached as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K.
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 to this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-270756 and File No. 333-275430) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Vertical Aerospace Ltd. | ||
| Date: November 17, 2023 | By: | /s/ Stuart Simpson |
| Stuart Simpson | ||
| Chief Financial Officer | ||
Exhibit 99.1
Operating and Financial Review and Prospects
The following discussion and analysis of the financial condition and results of operations of Vertical Aerospace Ltd. (“our”, “we” or the “Company”) should be read in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included elsewhere in this filing, as well as our audited consolidated financial statements and the related notes included in our Annual Report on Form 20-F for the year ended December 31, 2022 (the “Annual Report”). The following discussion is based on our financial information prepared in accordance with International Financial Reporting Standards, (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Forward-Looking Statements” section of this discussion and in the “Risk Factors” section of our Annual Report. Our actual results could differ materially from those contained in any forward-looking statements.
Overview
Our purpose is to revolutionize the way we travel in a more sustainable world. We are a global aerospace and technology company that is pioneering electric aviation, focused on designing, manufacturing and selling a zero operating emission electric vertical takeoff and landing (“eVTOL”) aircraft for use in the advanced air mobility (“AAM”) market, using the most cutting-edge technology from the aerospace, automotive and energy industries.
Founded in 2016, we come from a deep aerospace and automotive mindset and we designed, built and flew two sub-scale prototype eVTOL aircraft in 2018 and 2019. We are currently developing, and are progressing towards the certification of, our flagship eVTOL, the VX4. Our first full-scale VX4 prototype successfully concluded its remote thrustborne flight test campaign in August 2023. The assembly of our second full-scale VX4 prototype is underway. This more advanced prototype includes the majority of the certification partners’ technology that we plan to incorporate into our final certification aircraft. We are targeting the VX4 to be capable of transporting a pilot and up to four passengers, traveling distances of up to 100 miles, and achieving cruise speeds of 150 mph, while producing minimal noise and zero operating emissions.
The VX4 aircraft is being designed around existing certifiable technology, as well as certain novel technology such as the batteries and powertrain. Collectively, our experienced team has previously certified and supported the development of over 30 aircraft and propulsion systems around the world. We are currently one of the only eVTOL designers and original equipment manufacturers (“OEMs”) actively pursuing certification from the United Kingdom’s Civil Aviation Authority (the “CAA”) and the European Union Aviation Safety Agency (“EASA”) with a winged vehicle. We aim to have our aircraft certified to the same safety standards as commercial airlines, rather than the significantly lower standards to which similarly sized helicopters are currently certified. EASA has also confirmed that it will concurrently validate the CAA certification for the VX4, which means the certification and validation process will run simultaneously in both jurisdictions. Both regulators are using Special Conditions (SC)-VTOL as the basis for certification of new eVTOL aircraft. By achieving certification of our VX4 eVTOL aircraft from the CAA and EASA, we expect to leverage the work done with our home regulator to have the certification validated by other regulators where we intend to operate, including the United States Federal Aviation Authority (the “FAA”).
In March 2023, we announced that the CAA issued an eVTOL Design Organisation Approval (“DOA”) to our wholly-owned subsidiary, Vertical Aerospace Group Limited (“VAGL”). UK and European aerospace companies cannot hold a type certificate without being granted a DOA. The DOA authorises VAGL to conduct design activities and issue design approvals within the DOA’s scope of approval.
We are developing a sophisticated eVTOL ecosystem that allows us to focus on providing a high-quality experience. Our in-house expertise covers design, certification, assembly and manufacture, pilot experience, end-user experience and base platform performance. We aim to be one of the leading eVTOL aircraft OEMs, selling globally certified eVTOL aircraft to a variety of customers, including, commercial airlines, aircraft leasing companies, business aviation, existing helicopter operators as well as new operators in the AAM market, providing both OEM sales and aftermarket services to our customers. We also believe there is a potential market to provide OEM sales to a variety of industries beyond traditional airline and helicopter customers, such as tourism, where there is an opportunity to replace existing transportation options like minibuses, and the cargo and logistics industry, where there is potential to partner with global logistics firms and large retail customers. There is a further opportunity to generate revenue from other sectors such as emergency services, as eVTOL aircraft can be used for emergency patient and supplies transport, particularly in densely populated areas or military logistics transport, among other potential uses. We plan to explore the potential development of versions of the VX4 for such scenarios. Our strategy is to forge partnerships in key markets with partners that have existing demand and are local trusted brands with market-specific knowledge. We believe that by partnering with such market players, we can extend their business models and build a market ecosystem that will allow us to expand our proposition over time. Our focus on system integration and establishment of an industrial supply chain is expected to enable rapid scaling of production of our aircraft.
The Business Combination
On June 10, 2021, we entered into a business combination agreement with Broadstone Acquisition Corp. (“Broadstone”), which was consummated on December 16, 2021 (the “Business Combination”). The Business Combination had a significant impact on our capital structure and operating results, helping to facilitate our product development, manufacturing and commercialization. The most significant change in our reported financial positions was a net increase in cash (as compared to our consolidated balance sheet at June 30, 2021) of approximately $286 million. As a result of the Business Combination, we became a U.S. public company listed on the New York Stock Exchange, which required us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We have incurred, and expect to continue to incur, additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources.
Key Factors Affecting Operating Results
Commercialization
The first full-scale VX4 prototype has now been built and completed a series of rigorous ground-based tests, including lift, vibration and propeller thrust. In September 2022, we began the first stages of a flight test campaign with this VX4 prototype under CAA approvals, which included a crewed tethered hover. We advanced our flight test activities, also under CAA approvals, successfully concluding a thrustborne flight test campaign (including lifting, hovering, flying and landing vertically, by the thrust of the aircraft’s propulsion system) in August 2023. The flight tests included numerous hovers, both tethered and untethered, as well as expanding the low-speed flight envelope with the VX4 prototype aircraft under remotely piloted conditions and powered by our proprietary battery systems. Following the completion of this remote thrustborne flight test campaign, we conducted further uncrewed flight tests of the VX4 prototype aircraft before its planned retirement under stress scenarios to understand how the aircraft would perform outside of its expected operating conditions. During one of these further flight tests, an unexpected fault occurred causing the aircraft to enter into a stable decent before being damaged on impact with the ground. We completed a swift and thorough investigation and submitted a report to the Air Accidents Investigation Branch (AAIB). Our investigation identified the root cause to be a fault with a propellor, which was an early generation propellor that had already been redesigned prior to the incident. We therefore believe the issue to be fully resolved ahead of the next phase of testing, with further recommendations by the investigation being implemented by the Company.
We are now progressing the build of our second full-scale prototype VX4, which we expect to be flying in early 2024. It will incorporate learnings from tests conducted to date and advancements in our partners’ and our own in-house technology. The VX4’s flight test campaign will continue to progress towards the next stages in our flight test program, which we expect will include piloted flights at increasing altitudes and speeds and demonstration of the transition from vertical lift to horizontal forward flight. A third full-scale prototype is also planned for the second half of 2024. This third prototype is expected to be identical to our second prototype, and we expect to accelerate our flight test program by having two flying assets.
We have deployed a sales strategy engaging in direct sales to operator customers and third-party distribution networks. Our salesforce has targeted prospects from a pool of over 5,000 airlines with ICAO codes worldwide that are seeking to capitalize on the growth of the AAM market. As part of this approach, we have entered into arrangements with several commercial partners for multiple pre-orders and pre-order options for our aircraft. Customers include American Airlines, Virgin Atlantic, Avolon, Bristow, Marubeni, Kakao Mobility, Iberojet, FLYINGGROUP as well as (through Avolon’s VX4 placements) Japan Airlines (JAL), Gol, Gözen Holdings and AirAsia. In January 2023, Marubeni made a pre-delivery payment to reserve delivery slots for the first 25 VX4 aircraft of its conditional pre-order of up to 200 aircraft. In addition, American Airlines has committed to pay a pre-delivery payment upon the satisfaction of certain conditions, including entering into a master purchase agreement that will contain the final terms for the purchase of the aircraft, in exchange for our commitment to reserve delivery slots for the first 50 VX4 aircraft of American Airline’s conditional pre-order of up to 250 aircraft, with an option to purchase an additional 100 aircraft. In light of the Company’s updated certification date target, which, as previously announced in May 2023, has been extended to the end of 2026, all existing arrangements with customers for pre-orders and pre-order options have been extended, including the date by which we have agreed with American Airlines to enter into a master purchase agreement. All such pre-orders, options and commitments are not legally binding, conditional and may be terminated without penalty at any time by either party and any pre-delivery payments may be fully refundable upon certain circumstances.
Development of the Advanced Air Mobility Market
We believe that deploying a new type of aerial mobility network in and between cities represents an extensive market opportunity that we expect to expand over time. We intend to seize on the untapped demand for getting into and out of city centers globally, as certain existing travel methods can be impractical, inconvenient or unaffordable. Our long-term financial performance ultimately depends on the demand for such short distance aerial transportation and the growth of the AAM market. We believe that we have a significant opportunity to meet this untapped demand in the AAM market. We, and the eVTOL sector more generally, seek to displace the current incumbents by taking market-share and/or benefitting from the incremental growth in demand.
There are two critical factors that will enable us to secure a prominent position in the AAM market: firstly, our ability to develop, certify and manufacture our aircraft, and secondly, the adoption of eVTOL as an alternative mode of transport by both operators and consumers. Our success in development and manufacturing will be dependent on overcoming several challenges around key manufacturing considerations, such as wing borne capability and battery efficacy. We plan to continue to invest in our infrastructure, research and development efforts and workforce to ensure that we will be able to deliver our aircraft to our customers in a timely manner.
While we believe that there will be a significant market for AAM in the future, there is a possibility that consumer resistance may be significant, as there may be misconceptions about eVTOL safety, performance and reliability. Additional factors impacting the pace of adoption of AAM and aerial transportation include but are not limited to: perceptions about eVTOL quality and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; the evolution and availability of competing forms of transportation, such as ground or air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the convenience and cost of transportation using eVTOL relative to ground-based alternatives; and, in particular, improvements in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for AAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives. If the market for AAM does not develop as expected, this would impact our ability to generate revenue or grow our business.
Competition
We face immediate competition from other eVTOL manufacturers, suppliers and operators as well as ground-based mobility solutions and local and regional incumbent helicopter and aircraft charter services. While we expect to be one of the pioneering companies to market eVTOL aircraft, we expect this industry to be increasingly competitive, and it is possible that our competitors could launch in one or more markets ahead of us. Even if we are among the first to market, any anticipated advantages may not crystallize if new companies or existing aerospace companies launch competing solutions in the markets in which we intend to operate and/or if any of our competitors obtain large-scale capital investment to speedily scale up their distribution capability. Existing AAM operators may also take actions to protect their customer base, which could prevent us from gaining market share in markets in which we intend to operate. For a more comprehensive discussion, please see Item 3.D. “Risk Factors — Risks Related to Our Business and Industry” in our Annual Report.
Regulatory Landscape
We are, and will be, subject to significant regulation relating to aircraft safety and testing, accessibility, battery safety and testing and environmental regulation in the United Kingdom, European Union, the United States and other markets. These requirements create additional costs and possibly production delay in connection with design, testing and manufacturing of our aircraft. For more information, see Item 4.B. “Business Overview— Our Regulatory Strategy” and Item 3.D. “Risk Factors — Risks Related to Our Regulatory Environment” in our Annual Report.
Trends and Other Factors Affecting our Business
We are closely monitoring the possible impact that ongoing geopolitical conflicts and tensions may have on the Company and any adverse effects they could have on our business and strategic plans. Although we do not believe that the geopolitical conflicts have had a direct impact upon us, we are continuing to monitor and evaluate if our design and development activities, regulatory certification processes and ability to maintain our current business relationships and contract with prospective customers, suppliers and other counterparties, as well as to progress to the production, manufacturing and commercialization of the VX4, could be adversely affected by such conflicts.
We also continue to closely monitor the possible effects of general economic factors, including the impact of inflation, on our business and planning. These factors have, and may continue to, put pressure on our costs for employees and materials and services we procure from our suppliers, as well as affect other stakeholders.
For additional information on risks posed by geopolitical conflicts and general economic factors, see “Item 3. Key Information — D. Risk Factors.” of our Annual Report.
A. Operating Results
Components of Results of Operations
Revenue
We are currently in the research and development phase of our journey to commercialization of eVTOL technology. We have not generated any revenue from design, development, manufacturing, engineering, sale or distribution of our aircraft. No revenue was generated during the nine months ended September 30, 2023.
Operating Expenses
Research and Development Expenses
Research and development expenses consist of relevant staff costs, including salary and benefits, third party engineering consultants, materials, equipment, components and tooling, and program consumables and testing. Costs associated with development projects such as aircraft programs, component programs and software products are expensed rather than capitalized as intangible assets under construction. We expect research and development expenses to increase as we continue to develop our aircraft technology. The accounting policies applied remain consistent with those of the previous financial year and corresponding interim reporting period. For more information about our accounting policy for intangible assets, refer to Note 2 in our Annual Report.
Administrative Expenses
Administrative expenses consist of the costs associated with employment of our non-engineering staff, including salary and benefits, the costs associated with our premises, and the depreciation of our fixed assets, including depreciation of “right of use” assets in relation to our leased property. We expect administrative expenses to increase as our overall activity levels increase due to an expanding property footprint, as well as additional levels of required resource in enabling functions to support our engineering activities. We also expect increases as we hire additional personnel and consultants to support our compliance with the applicable provisions of the Sarbanes Oxley Act and other U.S. Securities and Exchange Commission (“SEC”) rules and regulations.
Administrative expenses also include share-based payment expenses in connection with the award and vesting of certain 2021 Incentive Plan and EMI options during the nine months ended September 30, 2023.
See Notes 4 and 5 to our unaudited condensed consolidated interim financial information statements included elsewhere in this filing.
Related Party Administrative Expenses
Related party administrative expenses consist of costs from Imagination Industries Incubator Ltd. (“i3”), which is an entity controlled by Stephen Fitzpatrick, our majority shareholder and CEO. The nature of these costs is the provision of a limited number of flexible desk spaces, at the United House in London, UK.
Other Operating Income
Other operating income consists of government grants to support our development activities, as well as the research and development credit, related to United Kingdom research and development tax relief schemes.
Net finance income (net of finance costs)
Finance income and costs consist primarily of fair value movements on our convertible loan notes and warrants, interest calculated on lease liabilities, and both realized and unrealized foreign exchange movements caused by the fluctuation of exchange rates between the US Dollar, Euro, and any other currencies that are utilized in our operations.
Results of Operations
For the three months ended September 30, 2022 and 2023
The following table sets forth the unaudited, condensed and consolidated, interim statements of operations in British pounds sterling for the periods indicated.
| Three Months Ended September 30 | |||||||||
| 2023 | 2022 | % Change | |||||||
| £000 | £000 | ||||||||
| Research and Development Expenses | (15,388 | ) | (9,747 | ) | 58 | % | |||
| Administrative Expenses | (10,131 | ) | (9,783 | ) | 4 | % | |||
| Related Party Administrative Expenses | (17 | ) | (15 | ) | 13 | % | |||
| Other Operating Income | 3,585 | 916 | 291 | % | |||||
| Operating Loss | (21,951 | ) | (18,629 | ) | 18 | % | |||
| Finance income/(costs) | (8,121 | ) | (99,266 | ) | (92 | )% | |||
| Loss before tax | (30,072 | ) | (117,895 | ) | (74 | )% | |||
| Income tax expense | - | - | - | ||||||
| Net Loss | (30,072 | ) | (117,895 | ) | (74 | )% | |||
Research and development expenses
Research and development expenses increased by £5,641 thousand, or 58%, from £9,747 thousand during the three months ended September 30, 2022, to £15,388 thousand during the three months ended September 30, 2023. This increase was primarily due to increased research and testing activity in relation to our aircraft.
Specifically, we have increased our focus on research and development associated with the build of our second prototype aircraft. This has been achieved through investing in personnel dedicated specifically to our research and development activity, resulting in associated staff costs increasing by £1,763 thousand, or 49%, from £3,589 thousand during the three months ended September 30, 2022, to £5,352 thousand during the three months ended September 30, 2023.
We have also incurred a high level of spending with our strategic partners, which we believe is key to the success of the anticipated milestones associated with our prototype program. Our expenditure on components, parts and tooling has increased by £3,440 thousand, or 135%, from £2,550 thousand during the three months ended September 30, 2022, to £5,990 thousand during the three months ended September 30, 2023.
Administrative expenses
Administrative expenses increased by £348 thousand, or 4%, from £9,783 thousand during the three months ended September 30, 2022, to £10,131 thousand during the three months ended September 30, 2023. This increase relates to the investment in enabling and support functions required to facilitate our research and development activity.
Other operating income
Operating income increased by £2,669 thousand, or 291%, from £916 thousand during the three months ended September 30, 2022, to £3,585 thousand during the three months ended September 30, 2023.
Income from R&D tax relief increased from £729 thousand for the three months ended September 30, 2022, to £3,498 thousand for the three months ended September 30, 2023, as a result of increased eligible R&D expenditure during the period and claimed in accordance with the SME R&D tax relief scheme. Amounts received in prior periods were claimed in accordance with the R&D expenditure credit scheme.
Finance income (net of finance costs)
Finance income (net of finance costs) increased by £91,145 thousand, from net finance costs of £99,266 thousand during the three months ended September 30, 2022, to net finance costs of £8,121 thousand during the three months ended September 30, 2023.
This reflects fair value movements on convertible loan notes, which resulted in fair value gains of £2,982 thousand during the three months ended September 30, 2023 compared with fair value losses of £71,260 thousand during the three months ended September 30, 2022. This is due to a lower value attributable to the embedded features of the convertible loan note in addition to an increase in the credit spread used in the valuation of the instrument.
Please see Note 7 to our unaudited condensed consolidated interim financial statements included elsewhere in this filing.
For the Nine months ended September 30, 2022 and 2023
The following table sets forth the unaudited, condensed and consolidated, interim statements of operations in British pounds sterling for the periods indicated.
| Nine Months Ended September 30 | |||||||||
| 2023 | 2022 | % Change | |||||||
| £000 | £000 | ||||||||
| Research and Development Expenses | (42,888 | ) | (29,143 | ) | 47 | % | |||
| Administrative Expenses | (34,397 | ) | (33,249 | ) | 3 | % | |||
| Related Party Administrative Expenses | (59 | ) | (15 | ) | 293 | % | |||
| Other Operating Income | 19,429 | 4,323 | 349 | % | |||||
| Operating Loss | (57,915 | ) | (58,084 | ) | (<1 | )% | |||
| Finance income/(costs) | 16,073 | (76,832 | ) | (121 | )% | ||||
| Loss before tax | (41,842 | ) | (134,916 | ) | (69 | )% | |||
| Income tax expense | - | - | - | ||||||
| Net Loss | (41,842 | ) | (134,916 | ) | (69 | )% | |||
Research and development expenses
Research and development expenses increased by £13,745 thousand, or 47%, from £29,143 thousand during the nine months ended September 30, 2022, to £42,888 thousand during the nine months ended September 30, 2023. This increase was primarily due to increased research and testing activity in relation to our aircraft.
Specifically, we have increased our focus on research and development associated our thrust borne flight test campaign. This has been achieved through investing in personnel dedicated specifically to our research and development activity, resulting in associated staff costs increasing by £6,956 thousand, or 68%, from £10,278 thousand during the nine months ended September 30, 2022, to £17,234 thousand during the nine months ended September 30, 2023.
As we progress through our test flight program, we have continued to invest in certain proprietary features of our aircraft, including our battery system and propeller design. Our expenditure on components, parts and tooling has increased by £6,838 thousand, or 93%, from £7,321 thousand during the nine months ended September 30, 2022, to £14,159 thousand during the nine months ended September 30, 2023.
Administrative expenses
Administrative expenses increased by £1,148 thousand, or 3%, from £33,249 thousand during the nine months ended September 30, 2022, to £34,397 thousand during the nine months ended September 30, 2023. This reflects increased spend on IT hardware and software required to support headcount growth, which is partially offset by a reduced reliance on external advice and consultancy following investment in dedicated internal resource.
Related party administrative expenses
Related party administrative expenses increased by £44 thousand, or 293%, from £15 thousand during the nine months ended September 30, 2022, to £59 thousand during the nine months ended September 30, 2023. This increase relates to an arrangement for the provision of flexible office and desk space by i3, which commenced in October 2022.
Other operating income
Operating income increased by £15,106 thousand, or 349%, from £4,323 thousand during the nine months ended September 30, 2022, to £19,429 thousand during the nine months ended September 30, 2023.
Income from R&D tax relief increased from £2,922 thousand for the nine months ended September 30, 2022, to £17,469 thousand for the nine months ended September 30, 2023, as a result of increased eligible R&D expenditure during the period. This also includes an additional £7,549 thousand received relating to eligible research and development expenditure incurred in the prior year; claimed in accordance with the SME R&D tax relief scheme. Amounts received in prior periods were claimed in accordance with the R&D expenditure credit scheme.
Income from government grants increased from £1,401 thousand during the nine months ended September 30, 2022, to £1,961 thousand during the nine months ended September 30, 2023. In 2022, VAGL was awarded a government grant by the United Kingdom’s Aerospace Technology Institute and Innovate U.K; with the resultant Category Enhanced Battery Development grant period commencing on February 1, 2023. The receivable instalments are recognized in other operating income as the matching sanctioned expenditure is incurred, with a retrospective claim process.
Finance income (net of finance costs)
Finance income (net of finance costs) increased by £92,205 thousand, from net finance costs of £76,832 thousand during the nine months ended September 30, 2022, to net finance income of £16,073 thousand during the nine months ended September 30, 2023.
This reflects fair value movements on convertible loan notes, which resulted in fair value gains of £19,492 thousand during the nine months ended September 30, 2023 compared with fair value losses of £33,167 thousand during the nine months ended September 30, 2022. This is due to a lower value attributable to the embedded features of the convertible loan note in addition to an increase in the credit spread used in the valuation of the instrument.
This also reflects foreign exchange gains of £2,808 thousand during the nine months ended September 30, 2023 compared with foreign exchange losses of £30,842 thousand during the nine months ended September 30, 2022. This is due to relative stability in the exchange rate between the US Dollar and Pounds Sterling during the current period compared to the weakening of Pounds Sterling noted in the prior period.
Please see Note 7 to our unaudited condensed consolidated interim financial statements included elsewhere in this filing.
Off -Balance Sheet Arrangements
We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
JOBS Act
We are an emerging growth company, as defined in the JOBS Act. We intend to rely on certain reduced reporting and other requirements that are otherwise generally applicable to public companies. As an emerging growth company, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act, which would otherwise be required beginning with our second annual report on Form 20-F, and (ii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis).
Recent Accounting Pronouncements
Certain new accounting standards and interpretations have been issued by the IASB, but are not yet effective for the December 31, 2023 reporting period and have not been early adopted by us and our subsidiaries. These standards are not expected to have a material impact on us in the current or future reporting periods or in connection with foreseeable future transactions. Please see Note 2 to our unaudited condensed consolidated interim financial statements included elsewhere in this filing.
B. Liquidity and Capital Resources
The functional currency of the Company is USD and the functional currency of VAGL is GBP. The financial statements are presented in GBP, which is the Company and VAGL’s presentation currency. Note that in this section certain narrative financial information is shown in GBP and other information is shown in USD; typically, this is because we have incurred the majority of our costs in the UK and in GBP, while we expect customer payments and any external funding to be raised in USD. The USD to GBP exchange rate as at September 30, 2023 was 0.8192
We have incurred net losses since inception and to date have not generated any revenue from the design, development, manufacturing, engineering and sale or distribution of electric aircraft. Commensurate with being in the development phase of our journey to commercialization of the VX4, we have invested heavily in research to support the development of our aircraft. As of September 30, 2023, we had £74.2 million of cash and cash equivalents on hand, including short-term deposits. We maintain cash balances with financial institutions in excess of insured limits.
We have prepared a cash flow forecast and have considered our ability to continue as a going concern for the foreseeable future, being at least 12 months following the date of this filing. Within the next 12 months following the date of this filing, we expect our funding requirements to be approximately £80 million, which will be used primarily to fund the creation and testing of prototype aircraft. Our forecast is based on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect.
We will need to raise additional capital to fund our future operations and remain as a going concern, before we use all of our existing resources. There can be no assurance that we will be able to obtain additional funding on acceptable terms and thus have sufficient funds to meet our funding requirements. For example, the recent trend in our share price may limit our ability to raise additional capital, as the conversion feature of our Convertible Senior Secured Notes would confer upon the Convertible Notes Senior Secured Investor an increased conversion rate in the event that we should conduct an equity capital raise at recent share prices. This may discourage investors from purchasing our shares in light of the heightened risk of significant dilution that would result if the conversion right were to be exercised. The timely completion of financing is important for our ability to deliver on our business plan and to continue as a going concern when we have exhausted our existing resources.
These factors indicate that a material uncertainty exists that may raise significant doubt (or substantial doubt as contemplated by PCAOB standards) about our ability to continue as a going concern and therefore we may be unable to realize our assets and discharge our liabilities in the normal course of business. Please refer to Note 2 to our unaudited condensed consolidated interim financial statements included elsewhere in this filing.
Our future capital requirements will depend on many factors, including:
| · | research and development expenses as we continue to develop our eVTOL aircraft; |
| · | expenditures in the expansion of our testing and certification capacities; |
| · | additional operating costs and expenses for production ramp-up and raw material procurement costs; |
| · | general and administrative expenses as we scale our operations; |
| · | interest expense from any debt financing activities; and |
| · | selling and distribution expenses as we build, brand and market our electric aircraft. |
We received approximately $253 million in connection with the Business Combination, which after direct transaction costs included $94 million in proceeds from the PIPE Investment and $192 million from the Convertible Senior Secured Notes, which consummated substantially simultaneously with the Business Combination, net of transaction costs. In addition, as at September 30, 2023 we had received $8.5 million, and may, subject to demand in the market for our ordinary shares, receive up to approximately a further $87 million net of transaction costs in connection with and over the remaining three-year term of the Equity Subscription Line that commenced on August 5, 2022, which would further support our capital requirements towards our business milestones. see “Equity Subscription Line”. Additionally, as previously disclosed, we intend to raise additional capital during 2023.
We have also received conditional pre-orders and pre-order options, including from American Airlines, Avolon, Bristow, Iberojet, Virgin Atlantic and Marubeni, among others. Certain of these pre-orders require that the purchaser pay a pre-delivery payment, which is credited against any future amount due and payable. While the customer’s obligation to pay such pre-delivery payments is subject to various conditions, and they are expected to be refundable in certain circumstances, we expect to receive them prior to delivering aircraft to each customer.
Until we generate sufficient operating cash flow to cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of government funding, plus equity and debt financing, as well as any pre-delivery payments to the extent realized, to fund any future capital needs. Funds raised through equity securities may result in dilution to our shareholders. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of ordinary shares. Additionally, if we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of preferred and common shareholders. The terms of debt securities or borrowings may impose significant restrictions on our operations. Adequate additional financing may not be available to us on acceptable terms, or at all. The capital markets have in the past, and may in the future, experience periods of upheaval and the availability and cost of equity and debt financing may be impacted by global macroeconomic conditions such as international political conflict, supply chain issues as well as rising inflation and interest rates. Further, the global economy, including credit and financial markets, has recently experienced extreme volatility and disruption, including severely diminished liquidity and credit availability, rising interest and inflation rates, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. Each of these factors has the potential to impact our liquidity and future funding requirements, including but not limited to, our ability to raise additional capital when needed and on acceptable terms, if at all. The duration of an economic slowdown is uncertain and the impact on our business is difficult to predict.
In recent periods, our principal use of cash has been funding our research and development activities and other personnel costs. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and amount of cash received from our customers, the expansion of sales and marketing activities and the timing and extent of spending to support our development efforts. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing we may not be able to raise such financing on acceptable terms or at all. If we are unable to raise additional capital or generate cash flows necessary to continue our research and development and invest in continued innovation, we may not be able to compete successfully or may need to scale back investments, which could materially impact our certification timeline, which would harm our business, results of operations, and financial condition. If adequate funds are not available, we may need to reconsider our expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.
Convertible Senior Secured Notes
On October 26, 2021, we entered into a convertible note subscription agreement (the “Convertible Senior Secured Notes Subscription Agreement”) by and among the Company, Broadstone and Mudrick Capital Management L.P. (the “Convertible Senior Secured Notes Investor”). Concurrently with the consummation of the Business Combination, pursuant to the terms of the Convertible Senior Secured Notes Subscription Agreement, (i) the Convertible Senior Secured Notes Investor purchased Convertible Senior Secured Notes of and from the Company in an aggregate principal amount of $200,000,000 for an aggregate purchase price of $192,000,000 (the “Purchase Price”), and the Company issued and sold to the Convertible Senior Secured Notes Investor the Convertible Senior Secured Notes in consideration for the payment of the Purchase Price, and (ii) the Company issued to the Convertible Senior Secured Notes Investor 4,000,000 warrants, each representing the right to purchase one ordinary share at a price of $11.50 per share (the “Convertible Notes Warrants”).
The Convertible Senior Secured Notes are initially convertible into up to 18,181,820 ordinary shares (excluding any interest, and subject to adjustments as provided in the indenture governing the Convertible Senior Secured Notes (“Indenture”) at an initial conversion rate of 90.9091 ordinary shares per $1,000 principal amount of Convertible Senior Secured Note, subject to adjustments to such rate as provided in the Indenture, at any time prior to the close of business on the second scheduled trading day immediately before the maturity date of the Convertible Senior Secured Notes.
Upon the occurrence of a Fundamental Change (as defined in the Indenture), then the Convertible Senior Secured Notes Investor has the right, at its option, to require us to repurchase for cash all or any portion of its Convertible Senior Secured Notes in principal amounts of $1,000 or an integral multiple thereof, at a fundamental change repurchase price equal to the principal amount of the Convertible Senior Secured Notes to be repurchased plus, if repurchased before the second anniversary of issuance, certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Convertible Senior Secured Notes bear interest at the rate of 7.00% per annum if we elect to pay interest in cash or 9.00% per annum if we elect to pay interest in-kind, and interest is paid semi-annually in arrears. As of September 30, 2023, the Company elected to pay all incurred interest in-kind in an amount equal to $28,179 thousand. Upon the occurrence, and during the continuation, of an event of default, an additional 2.00% will be added to the stated interest rate. The Convertible Senior Secured Notes will mature on the fifth anniversary of issuance and will be redeemable at any time by us, in whole but not in part, for cash, at par plus, if redeemed before the second anniversary of issuance, certain make whole premiums as specified in the indenture governing the Convertible Senior Secured Notes. Subject to the terms of the Indenture, VAGL provided full and unconditional guarantees under the Convertible Senior Secured Notes upon consummation of the Business Combination. The Convertible Senior Secured Notes Subscription Agreement also contains other customary representations, warranties, covenants and agreements of the parties thereto.
Equity Subscription Line
On August 5, 2022, we entered into the Purchase Agreement and Nomura Registration Rights Agreement with Nomura. Pursuant to the Purchase Agreement, we have the right to sell to Nomura up to $100 million in aggregate gross purchase price of our newly issued ordinary shares from time to time during the three year term of the Purchase Agreement (the “Equity Subscription Line”). The purchase price of our ordinary shares that we elect to sell Nomura pursuant to the Purchase Agreement is determined by reference to the volume weighted average price of the ordinary shares (“VWAP”) during an applicable purchase period on the day of the applicable purchase date for which we have timely delivered written notice to Nomura directing it to purchase ordinary shares under the Purchase Agreement, less a fixed 4.25% discount to such VWAP. Sales of ordinary shares pursuant to the Purchase Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to Nomura under the Purchase Agreement. Pursuant to the Nomura Registration Rights Agreement, we filed a registration statement with the SEC registering 20 million ordinary shares of the Company to be sold to Nomura under the Purchase Agreement. As of September 30, 2023, we had sold approximately 1.1 million ordinary shares of the 20 million ordinary shares registered for resale under the Equity Subscription Line at a weighted average share price of $7.70, net of transaction costs.
Aerospace Technology Institute (“ATI”) Grant Funding Program
VAGL is the recipient of an ATI grant from the U.K. Government totaling up to £14.3 million from the U.K.’s announced aggregate investment of £113 million in hydrogen and all-electric flight technologies across all grant recipients. This grant is being drawn down in installments over the duration of the project, which is expected to continue through 2025. The grant is being used by the Company to develop a prototype propulsion battery system for aerospace applications, including as part of the Company’s eVTOL aircraft. Receipt of the grant follows the issuance by the applicable government agency of the formal grant offer letter and entry into by the Company of a collaboration agreement with a university partner, both of which events occurred in March 2023, and is also subject to the terms and conditions of the award set out in the grant offer letter (which include, among others, that the ATI funding will contribute only 50% of the Company’s eligible costs in connection with the prototype battery development).
Shelf Registration Statement
On November 9, 2023, we filed a shelf registration statement on Form F-3 with the SEC under which we may offer and sell from time to time in one or more offerings, our ordinary shares, preferred shares, warrants, rights and units having an aggregate offering price of up to $180 million. This registration statement was declared effective by the SEC on November 16, 2023. To date, no securities have been sold under this shelf registration statement on Form F-3.
Cash Flows
The following table presents the summary consolidated cash flow information for the periods presented.
| Nine Months Ended September 30 | ||||||||
| 2023 | 2022 | |||||||
| £000 | £000 | |||||||
| Net cash (outflow) from operating activities | (49,746 | ) | (78,601 | ) | ||||
| Net cash inflow/(outflow) from investing activities | 61,518 | (61,555 | ) | |||||
| Net cash inflow/(outflow) from financing activities | 360 | (143 | ) | |||||
Cash flows from operating activities
Net cash used in operating activities decreased by £28,555 thousand, or 37%, from £78,601 thousand for the nine months ended September 30, 2022, to £49,746 thousand for the nine months ended September 30, 2023. This decrease was primarily due to the payment of significant balances during the period ended September 30, 2022, including direct transaction costs related to the Business Combination consummated in December 2021.
Cash flows from investing activities
Net cash used in investing activities decreased by £123,073 thousand, from an outflow of £61,555 thousand for the nine months ended September 30, 2022, resulting in net cash generated of £61,518 thousand for the nine months ended September 30, 2023. This movement was primarily due to the maturity of short-term deposits placed by the company, totaling £59,886 thousand, which as at September 30, 2023, is presented within cash and cash equivalents.
Cash flows from financing activities
Net cash used in financing activities decreased by £503 thousand, from an outflow of £143 thousand for the nine months ended September 30, 2022, to an inflow of £360 thousand for the nine months ended September 30, 2023. This movement was primarily due to proceeds from the issue of share capital during the period.
Material Cash Requirements for Known Contractual and Other Obligations
We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the consolidated balance sheet as of September 30, 2023, while others are considered future commitments. Our contractual obligations primarily consist of research and development expenditure incurred in the advancement of our aircraft program. For information regarding our lease obligations, refer to Note 18 in our Annual Report.
C. Research and Development, Patents and Licenses, etc.
For a discussion of our research and development policies, see “Research and Development” in Item 4.B. of our Annual Report and Note 4 to our unaudited condensed consolidated interim financial statements included elsewhere in this filing.
D. Trend Information
Other than as disclosed elsewhere in this filing, we are not aware of any trends, uncertainties, demands, commitments or events during the nine months ended September 30, 2023, or since, that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E. Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on amounts reported in our consolidated financial statements. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We regularly reevaluate our assumptions, judgments and estimates. Our critical accounting estimates and judgments are described in Note 3, Critical accounting judgements and key sources of estimation uncertainty, to our unaudited condensed consolidated interim financial statements included elsewhere in this filing.
Forward-Looking Statements
The above discussion contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, whether express or implied, other than statements of historical facts contained in this filing, including without limitation, statements regarding the design and manufacture of our eVTOL aircraft, our future results of operations and financial position, the features and capabilities of the VX4, anticipated management changes and related timing, the anticipated growth of the AAM market, activities under our collaborations and partnerships, our business strategy and plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies, our ability and plans to raise additional capital to fund our operations, our plans to mitigate the risk that we are unable to continue as a going concern, our ability to achieve regulatory certification of our aircraft product on any particular timeline or at all, factors and trends affecting our business and guidance as described in this section entitled “Operating and Financial Review and Prospects” are forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “aims,” “potential” or “continue,” “is/are likely to” or the negative of these terms or other similar expressions, though not all forward-looking statements use these words or expressions.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:
| · | Our business plans require a significant amount of capital and we may not be able to raise additional funds when we need or want them, or at all, to fund our operations, which could force us to curtail or even cease our planned operations and the pursuit of our growth strategy; | |
| · | Our limited cash and cash equivalents and recurring losses from our operations raise significant doubt (or raise substantial doubt as contemplated by PCAOB standards) regarding our ability to continue as a going concern; |
| · | Our limited operating history and that we have not yet manufactured any non-prototype aircraft or sold any aircraft to eVTOL aircraft customers; |
| · | If we are unable to produce, certify or launch aircraft in the volumes or timelines projected; |
| · | Being an early-stage company with a history of losses, we expect to incur significant expenses and continuing losses in the foreseeable future; |
| · | Our markets are still in relatively early stages of growth, and such markets may not continue to grow, grow more slowly than we expect or fail to grow as large as we expect; |
| · | Our dependence on our partners and suppliers for the components in our aircraft and for our operational needs; |
| · | Any accidents or incidents involving eVTOL aircraft, us or our competitors could harm our business; |
| · | Our eVTOL aircraft may not be certified by transportation authorities for production and operation within any projected timeline, or at all; |
| · | All of the pre-orders we have received for our aircraft are conditional and may be terminated at any time by either party and any pre-delivery payments may be fully refundable upon certain circumstances; |
| · | Our aircraft may not perform at the level we expect and may have potential defects; |
| · | Our business has grown rapidly and expects to continue to grow significantly, and any failure to manage that growth effectively could harm our business; |
| · | Our dependence on recruiting and retaining our senior management team and other highly skilled personnel; |
| · | We previously identified material weaknesses in our internal controls over financial reporting, which if we fail to properly remediate, could adversely affect our results of operations, investor confidence in us and the market price of our ordinary shares; and |
| · | The other matters described in the section entitled “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2022. |
We caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this filing. We undertake no obligation to revise forward-looking statements to reflect future events, changes in circumstances or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in our public filings with the SEC, which are accessible at www.sec.gov, and which you are advised to consult.
You should read the above discussion with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
Exhibit 99.2
Vertical Aerospace Ltd
Unaudited Condensed Consolidated Interim Financial Information for the nine months ended September 30, 2023 and September 30, 2022
Contents
| Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income for the nine months periods ended September 30, 2023 and September 30, 2022 | 2 |
| Unaudited Condensed Consolidated Interim Statements of Financial Position as of September 30, 2023 and December 31, 2022 | 3 |
| Unaudited Condensed Consolidated Interim Statements of Cash Flows for the nine months periods ended September 30, 2023 and September 30, 2022 | 4 |
| Unaudited Condensed Consolidated Interim Statements of Changes in Equity for the nine months periods ended September 30, 2023 and September 30, 2022 | 5 |
| Notes to the Unaudited Condensed Consolidated Interim Financial Information | 6 |
1
Vertical Aerospace Ltd
Unaudited Condensed Consolidated Interim Statements of Income and Comprehensive Income
| 3 months ended September 30, | 9 months ended September 30, | |||||||||||||||||
| Note | 2023 £ 000 | 2022 £ 000 | 2023 £ 000 | 2022 £ 000 | ||||||||||||||
| Research and development expenses | 4 | (15,388 | ) | (9,747 | ) | (42,888 | ) | (29,143 | ) | |||||||||
| Administrative expenses | 4 | (10,131 | ) | (9,783 | ) | (34,397 | ) | (33,249 | ) | |||||||||
| Related party administrative expenses | 4 | (17 | ) | (15 | ) | (59 | ) | (15 | ) | |||||||||
| Other operating income | 6 | 3,585 | 916 | 19,429 | 4,323 | |||||||||||||
| Operating loss | (21,951 | ) | (18,629 | ) | (57,915 | ) | (58,084 | ) | ||||||||||
| Finance income | 5,268 | 238 | 28,320 | 238 | ||||||||||||||
| Finance costs | (13,389 | ) | (99,504 | ) | (12,247 | ) | (77,070 | ) | ||||||||||
| Net finance income/(costs) | 7 | (8,121 | ) | (99,266 | ) | 16,073 | (76,832 | ) | ||||||||||
| Loss before tax | (30,072 | ) | (117,895 | ) | (41,842 | ) | (134,916 | ) | ||||||||||
| Income tax expense | - | - | - | - | ||||||||||||||
| Net loss for the period | (30,072 | ) | (117,895 | ) | (41,842 | ) | (134,916 | ) | ||||||||||
| Foreign exchange translation differences | 5,636 | 8,947 | (1,286 | ) | 18,429 | |||||||||||||
| Total comprehensive loss for the period | (24,436 | ) | (108,948 | ) | (43,128 | ) | (116,487 | ) | ||||||||||
| Basic and diluted loss per share | 8 | £ | (0.16 | ) | £ | (0.66 | ) | £ | (0.22 | ) | £ | (0.76 | ) | |||||
2
Vertical Aerospace Ltd
Unaudited Condensed Consolidated Interim Statements of Financial Position
| Note | September 30, £ 000 | December 31, £ 000 | ||||||||
| Non-current assets | ||||||||||
| Property, plant and equipment | 3,397 | 2,690 | ||||||||
| Right of use assets | 2,616 | 3,121 | ||||||||
| Intangible assets | 1,309 | 2,048 | ||||||||
| 7,322 | 7,859 | |||||||||
| Current assets | ||||||||||
| Trade and other receivables | 10 | 20,146 | 18,864 | |||||||
| Financial assets at amortised cost | - | 59,886 | ||||||||
| Restricted cash | 1,700 | 1,700 | ||||||||
| Cash at bank | 74,163 | 62,927 | ||||||||
| 96,009 | 143,377 | |||||||||
| Total assets | 103,331 | 151,236 | ||||||||
| Equity | ||||||||||
| Share capital | 17 | 16 | ||||||||
| Other reserve | 93,956 | 94,857 | ||||||||
| Share premium | 257,933 | 257,197 | ||||||||
| Accumulated deficit | (377,672 | ) | (344,752 | ) | ||||||
| Total shareholders (deficit)/equity | 9 | (25,766 | ) | 7,318 | ||||||
| Non-current liabilities | ||||||||||
| Long term lease liabilities | 2,113 | 2,645 | ||||||||
| Provisions | 360 | 365 | ||||||||
| Derivative financial liabilities | 13 | 106,047 | 115,247 | |||||||
| Trade and other payables | 11 | 4,096 | 4,153 | |||||||
| 112,616 | 122,410 | |||||||||
| Current liabilities | ||||||||||
| Short term lease liabilities | 666 | 516 | ||||||||
| Warrant liabilities | 12 | 1,578 | 4,961 | |||||||
| Trade and other payables | 11 | 14,237 | 16,031 | |||||||
| 16,481 | 21,508 | |||||||||
| Total liabilities | 129,096 | 143,918 | ||||||||
| Total equity and liabilities | 103,331 | 151,236 | ||||||||
3
Vertical Aerospace Ltd
Unaudited Condensed Consolidated Interim Statements of Cash Flows
| 9 months
ended September 30, | ||||||||||
| Note | 2023 £ 000 | 2022 £ 000 | ||||||||
| Cash flows from operating activities | ||||||||||
| Net loss for the period | (41,842 | ) | (134,916 | ) | ||||||
| Adjustments to cash flows from non-cash items | ||||||||||
| Depreciation and amortization | 1,527 | 1,320 | ||||||||
| Depreciation on right of use assets | 495 | 294 | ||||||||
| Finance (income)/costs | 7 | (16,073 | ) | 76,832 | ||||||
| Share based payment transactions | 5 | 9,280 | 8,025 | |||||||
| (46,613 | ) | (48,445 | ) | |||||||
| Working capital adjustments | ||||||||||
| (Increase)/decrease in trade and other receivables | 10 | (1,282 | ) | 1,652 | ||||||
| (Decrease)/increase in trade and other payables | 11 | (1,851 | ) | (31,808 | ) | |||||
| Net cash (outflow) from operating activities | (49,746 | ) | (78,601 | ) | ||||||
| Cash flows from investing activities | ||||||||||
| Decrease in short term deposits | 59,886 | - | ||||||||
| Increase in short term deposits | - | (60,835 | ) | |||||||
| Acquisitions of property plant and equipment | (1,601 | ) | (256 | ) | ||||||
| Acquisition of intangible assets | (159 | ) | (464 | ) | ||||||
| Interest income on deposits | 3,392 | - | ||||||||
| Net cash inflow/(outflow) from investing activities | 61,518 | (61,555 | ) | |||||||
| Cash flows from financing activities | ||||||||||
| Proceeds from the issuance of share capital | 9 | 808 | 215 | |||||||
| Payments to lease creditors | (448 | ) | (358 | ) | ||||||
| Net cash inflow/(outflow) from financing activities | 360 | (143 | ) | |||||||
| Net increase/(decrease) in cash at bank | 12,132 | (140,299 | ) | |||||||
| Cash at bank, beginning of the period | 62,927 | 212,660 | ||||||||
| Effect of foreign exchange rate changes | (896 | ) | 11,325 | |||||||
| Cash at bank, end of the period | 74,163 | 83,686 | ||||||||
4
Vertical Aerospace Ltd
Unaudited Condensed Consolidated Interim Statements of Changes in Equity
| Share capital £ 000 | Share
£ 000 | Other reserves £ 000 | Accumulated deficit £ 000 | Total £ 000 | ||||||||||||||||
| At January 1, 2022 | 16 | 248,354 | 63,314 | (250,123 | ) | 61,561 | ||||||||||||||
| Loss for the period | - | - | - | (134,916 | ) | (134,916 | ) | |||||||||||||
| Translation differences | - | - | 18,429 | - | 18,429 | |||||||||||||||
| Total comprehensive loss | - | - | 18,429 | (134,916 | ) | (116,487 | ) | |||||||||||||
| Share based payment transactions | - | 749 | 7,294 | 59 | 8,102 | |||||||||||||||
| Reclassification of warrants | - | - | 1,010 | - | 1,010 | |||||||||||||||
| Share issuances under equity subscription line | - | 7,734 | - | - | 7,734 | |||||||||||||||
| At September 30, 2022 | 16 | 256,837 | 90,047 | (384,980 | ) | (38,080 | ) | |||||||||||||
| Share capital £ 000 | Share
£ 000 | Other reserves £ 000 | Accumulated deficit £ 000 | Total £ 000 | ||||||||||||||||
| At January 1, 2023 | 16 | 257,197 | 94,857 | (344,752 | ) | 7,318 | ||||||||||||||
| Loss for the period | - | - | - | (41,842 | ) | (41,842 | ) | |||||||||||||
| Translation differences | - | - | (1,269 | ) | - | (1,269 | ) | |||||||||||||
| Total comprehensive loss | - | - | (1,269 | ) | (41,842 | ) | (43,111 | ) | ||||||||||||
| Share based payment transactions | - | - | 9,290 | - | 9,290 | |||||||||||||||
| Exercise of Share Options | 1 | 736 | - | - | 737 | |||||||||||||||
| Transfer of reserves | - | - | (8,922 | ) | 8,922 | - | ||||||||||||||
| At September 30, 2023 | 17 | 257,933 | 93,956 | (377,672 | ) | (25,766 | ) | |||||||||||||
The accompanying accounting policies and notes form an integral part of these consolidated financial statements.
5
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 1 | General information |
Vertical Aerospace Ltd (the "Company", or the "Group" if together with its subsidiaries) is incorporated under the Companies Law (as amended) of the Cayman Islands.
The address of its principal executive office is: Unit 1 Camwal Court, Bristol, United Kingdom. The Company’s shares are listed on the New York Stock Exchange.
The ultimate controlling party is Stephen Fitzpatrick.
These financial statements are presented in pounds sterling and all values are rounded to the nearest thousand (£’000) except when otherwise indicated. These financial statements were approved by the board of directors on November 14, 2023.
Principal activities
The principal activity of the Company and its wholly owned subsidiary, Vertical Aerospace Group Ltd (“VAGL”), is the development and commercialization of vertical take-off and landing electrically powered aircraft (“eVTOL”). The Group’s main operations are in the United Kingdom.
| 2 | Significant accounting policies |
Basis of preparation
This unaudited condensed consolidated interim financial report for the nine month reporting period ended 30 September 2023 has been prepared in accordance with International Financial Reporting Standards (IFRS) applicable to the preparation of interim financial statements, IAS 34 Interim Financial Reporting.
The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2022.
The accounting policies adopted are consistent with those of the previous financial year.
The unaudited condensed consolidated interim financial report has been prepared on a historical cost basis, as modified by the revaluation of certain financial assets and liabilities (including derivative financial instruments) which are recognized at fair value through profit and loss.
Items included in the unaudited condensed consolidated interim financial report are measured using the currency of the primary economic environment in which the entity and its subsidiaries operate (‘the functional currency’). The financial information is presented in pounds sterling ('£' or 'GBP'), which is the Group’s functional and presentation currency, and all amounts are presented in and rounded to the nearest thousand unless otherwise indicated.
6
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 2 | Significant accounting policies (continued) |
Basis of consolidation
Vertical Aerospace Ltd is the parent of the Group. Details of the material subsidiaries are as follows:
| Proportion
of ownership interest and voting rights held | ||||||||||||
| Name of subsidiary | Principal activity | Registered office | 2023 | 2022 | ||||||||
| Vertical Aerospace Group Limited (“VAGL”) | Development and commercialisation of eVTOL technologies. | Unit 1, Camwal Court, Bristol, United Kingdom BS2 0UW | 100 | % | 100 | % | ||||||
All intercompany balances and transactions have been eliminated in consolidation.
Significant accounting policies and key accounting estimates
The accounting policies adopted are consistent with those of the previous financial year.
Going Concern
Management has prepared a cashflow forecast for the Group and has considered the ability for the Group to continue as a going concern for the foreseeable future, being at least 12 months after approving this financial information.
The Group is currently in the research and development phase of its journey to commercialize eVTOL technology. Commensurate with being in the development phase, the Group has invested heavily in research to support the development of its aircraft. The Group is not currently generating revenue and has incurred net losses and net cash outflows from operating activities since inception. As of September 30, 2023, the Group held £74.2 million of cash and cash equivalents.
Within the next 12 months following the date of issuance of this interim financial information, management expects the funding requirements to be approximately £80 million, which will be used primarily to fund the creation and testing of prototype aircraft. As such, the Group needs to raise additional capital to fund development activities and operations and continue as a going concern.
On November 9, 2023 the Group filed a shelf registration statement whereby the Company may offer and sell ordinary shares, from time to time in one or more offerings. The Group’s ability to raise funds under the shelf registration statement is dependent on prevailing market conditions and pricing of its offer. Any funds raised will be used to maintain the liquidity of the Group and provide additional time to raise sufficient funds to support commercialization of eVTOL technology. The Group will start testing its second-generation full-scale aircraft in early 2024, whilst continuing to work with its partners and local regulators towards a 2026 certification date. If the Group is unable to raise capital by mid-2024 it may need to scale back investments, which could materially impact its certification timeline.
There can be no assurance that the Group will be able to obtain sufficient funding on acceptable terms to meet Group’s funding requirements. As a result, the timely completion of financing is important for the Group’s ability to deliver on its communicated business plan and to continue as a going concern.
The dependency on raising additional capital indicates that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on the Group’s ability to continue as a going concern and therefore the Group may be unable to realise the assets and discharge the liabilities in the normal course of business. The consolidated financial information has been prepared assuming that the Group will continue as a going concern, which contemplates the continuity of operations, realisation of assets and the satisfaction of liabilities in the ordinary course of business and do not include any adjustments that would result if the Group were unable to continue as a going concern.
7
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 3 | Critical accounting judgements and key sources of estimation uncertainty |
The preparation of the unaudited condensed consolidated interim financial information in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial information and the reported amounts of expenses during the reporting period.
The Company's most significant estimates and judgments involve valuation of the Company's stock-based compensation or consideration, including the fair value of common stock and market-based restricted stock units, in addition to the fair valuation of derivative liabilities.
These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Such estimates often require the selection of appropriate valuation methodologies and models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances.
In preparing these unaudited condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2022.
8
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 4 | Expenses by nature |
Included within administrative expenses, research and development expenses, and related party administrative expenses are the following expenses.
| 3 months
ended September 30, | 9 months
ended September 30, | |||||||||||||||
2023 £ 000 | 2022 £ 000 | 2023 £ 000 | 2022 £ 000 | |||||||||||||
| Research and development staff costs (excluding share-based payment expenses) | 5,352 | 3,589 | 17,234 | 10,278 | ||||||||||||
| Research and development consultancy | 4,046 | 3,608 | 11,495 | 11,544 | ||||||||||||
| Research and development components, parts and tooling | 5,990 | 2,550 | 14,159 | 7,321 | ||||||||||||
| Total research and development | 15,388 | 9,747 | 42,888 | 29,143 | ||||||||||||
| Administrative staff costs (excluding share-based payment expenses) | 2,835 | 2,548 | 8,382 | 8,284 | ||||||||||||
| Share based payment expenses | 2,224 | 731 | 9,280 | 8,025 | ||||||||||||
| Consultancy costs | 621 | 2,521 | 1,961 | 3,511 | ||||||||||||
| Legal and financial advisory costs | 143 | 745 | 1,268 | 2,221 | ||||||||||||
| IT Hardware and software costs | 1,675 | 1,145 | 4,760 | 2,810 | ||||||||||||
| Related party administrative expenses | 17 | 15 | 59 | 15 | ||||||||||||
| Insurance & premises expenses | 1,236 | 1,512 | 3,149 | 3,631 | ||||||||||||
| Other administrative expenses | 692 | (12 | ) | 3,575 | 3,153 | |||||||||||
| Depreciation expense | 230 | 163 | 643 | 423 | ||||||||||||
| Amortization expense | 306 | 325 | 884 | 897 | ||||||||||||
| Depreciation on right of use property assets | 169 | 105 | 495 | 294 | ||||||||||||
| Total administrative costs | 10,148 | 9,798 | 34,456 | 33,264 | ||||||||||||
| Total administrative and research and development expenses | 25,536 | 19,545 | 77,344 | 62,407 | ||||||||||||
Staff costs excluding share-based payment expenses relates primarily to salary and salary related expenses, including social security and pension contributions.
9
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 5 | Share-based payments |
The company has established two primary employee option plans – the EMI scheme and the 2021 Incentive Plan.
The EMI scheme was closed to new entrants in 2021 and the awards under the 2021 Incentive Plan commenced on October 1, 2022.
For more information about the option plans, please refer to the Group’s annual financial statements for the year ended December 31, 2022.
The total expense recognised by the company during the year in respect of these plans is shown below:
September 30,
2023 | September 30,
2022 | |||||||
| EMI Scheme | 720 | 7,276 | ||||||
| 2021 Incentive plan | 8,504 | - | ||||||
| Other awards | 56 | 749 | ||||||
| Total Expense Recognised | 9,280 | 8,025 | ||||||
The total share-based payment expense is recognised either over the vesting period or immediately, if there are no vesting conditions. The vesting period is the period during which all specified vesting conditions must be satisfied.
A summary of options granted under the plans is show below:
EMI Scheme
| September 30, 2023 | December 31, 2022 | |||||||||||||||
Number | Average exercise price (£) | Number | Average exercise price (£) | |||||||||||||
| Outstanding, start of period | 21,011,084 | 0.19 | 19,670 | 308.06 | ||||||||||||
| Granted during the period | - | - | - | - | ||||||||||||
| Grant arising upon modification | - | - | 23,213,933 | 0.23 | ||||||||||||
| Exercised during the period | (7,377,381 | ) | 0.10 | (645,571 | ) | 0.11 | ||||||||||
| Forfeited during the period | (125,762 | ) | 0.18 | (1,576,948 | ) | 0.83 | ||||||||||
| Outstanding, end of period | 13,507941 | 0.24 | 21,011,084 | 0.19 | ||||||||||||
The number of options which were exercisable at September 30, 2023 was 5,128,394 (December 31, 2022: 11,317,247) with exercise prices ranging from £0.04 to £1.15. The expected average remaining vesting period has been determined 1.84 years (December 31, 2022: 2.59 years).
2021 Incentive Plan
| September 30, 2023 | December 31, 2022 | |||||||||||||||
| Number | Average exercise price (£) | Number | Average exercise price (£) | |||||||||||||
| Outstanding, start of period | 4,355,669 | 6.63 | - | - | ||||||||||||
| Granted during the period | 777,774 | - | 5,012,495 | 6.63 | ||||||||||||
| Grant arising upon modification | - | - | - | - | ||||||||||||
| Exercised during the period | (1,225,469 | ) | - | - | - | |||||||||||
| Forfeited during the period | (132,693 | ) | 6.63 | (656,826 | ) | 6.63 | ||||||||||
| Outstanding, end of period | 3,775,281 | 6.63 | 4,355,669 | 6.63 | ||||||||||||
10
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 5 | Share-based payments (continued) |
The number of options which were exercisable at September 30, 2023 was 705,878 (December 31, 2022: 1,073,560) with exercise prices ranging from £nil or £6.63. The expected average remaining vesting period for nil cost options has been determined as 2.40 years and for CSOP options has been determined as 2.97 years.
The average exercise price presented above relates to CSOP options only.
In addition to the above, a total of 18,750 nil cost options were awarded to non-executive directors during the period.
The fair value of all options granted during the period has been determined with reference to the share price at grant date.
| 6 | Other operating income |
The analysis of the Group's other operating income for the period is as follows:
| 3 months
ended September 30, | 9 months
ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| £ 000 | £ 000 | £ 000 | £ 000 | |||||||||||||
| Government grants | 87 | 187 | 1,960 | 1,401 | ||||||||||||
| R&D tax relief | 3,498 | 729 | 17,469 | 2,922 | ||||||||||||
| 3,585 | 916 | 19,429 | 4,323 | |||||||||||||
Government grants
The group receives government grants relating to specific research and development activities relating to eVTOL technologies and is recognised in the period to which the expense it is intended to fund relates. The grant is made to fund research and development expenditure and is recognised in profit or loss in the period to which the expense it is intended to fund relates.
R&D tax relief
The R&D tax relief relates to the research and development tax reliefs provided by the UK Government in support of UK companies working on innovative projects in science and technology.
11
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 7 | Finance income/(costs) |
| 3 months
ended September 30, | 9 months
ended September 30, | |||||||||||||||
2023 £ 000 | 2022 £ 000 | 2023 £ 000 | 2022 £ 000 | |||||||||||||
| In-kind interest on convertible loan notes | (4,059 | ) | (4,522 | ) | (12,023 | ) | (11,527 | ) | ||||||||
| Foreign exchange loss | (9,281 | ) | (17,861 | ) | - | (30,842 | ) | |||||||||
| Interest expense on leases | (48 | ) | (35 | ) | (156 | ) | (102 | ) | ||||||||
| Fair value movements on convertible loan notes | - | (71,260 | ) | - | (33,167 | ) | ||||||||||
| Fair value movements on warrant liabilities | - | (5,795 | ) | - | (1,422 | ) | ||||||||||
| Other | (1 | ) | (31 | ) | (68 | ) | (10 | ) | ||||||||
| Total finance costs | (13,389 | ) | (99,504 | ) | (12,247 | ) | (77,070 | ) | ||||||||
| 3 months
ended September 30, | 9 months
ended September 30, | |||||||||||||||
2023 £ 000 | 2022 £ 000 | 2023 £ 000 | 2022 £ 000 | |||||||||||||
| Interest on loans to related parties | - | 238 | - | 238 | ||||||||||||
| Interest income on deposits | 1,064 | - | 2,768 | - | ||||||||||||
| Foreign exchange gain | - | - | 2,808 | - | ||||||||||||
| Fair value movements on convertible loan notes | 2,982 | - | 19,492 | - | ||||||||||||
| Fair value movements on warrant liabilities | 1,222 | - | 3,252 | - | ||||||||||||
| Total finance income | 5,268 | 238 | 28,320 | 238 | ||||||||||||
| 8 | Loss per share |
Basic earnings per share, in this case a loss per share, is calculated by dividing the loss for the period attributable to ordinary equity holders of the company by the number of ordinary shares outstanding.
Vested employee options have been included in the number of weighted average of issued shares used in the calculation of loss per share where such options have an insignificant exercise price and where no further substantive consideration will be received for the shares to be issued.
As a net loss for all period presented has been reported, diluted loss per share is the same as basic loss per share. Therefore, all potentially dilutive common stock equivalents are antidilutive and have been excluded from the calculation of net loss per share.
The calculation of loss per share is based on the following data:
3
months ended £000 | 3 months
ended September 30, 2022 £ 000 | 9 months
ended September 30, 2023 £ 000 | 9 months
ended September 30, 2022 £ 000 | |||||||||||||
| Net loss for the period | (30,072 | ) | (117,895 | ) | (41,842 | ) | (134,916 | ) | ||||||||
| £ | £ | £ | £ | |||||||||||||
| Basic and diluted loss per share | (0.16 | ) | (0.66 | ) | (0.22 | ) | (0.76 | ) | ||||||||
| No. of shares | No. of shares | No. of shares | No. of shares | |||||||||||||
| Weighted average issued shares | 192,083,235 | 178,427,999 | 190,945,737 | 178,376,519 | ||||||||||||
12
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 9 | Share capital and reserves |
Allotted, called up and fully paid shares
| September 30, 2023 | December 31, 2022 | |||||||||||||||
| No. | £ | No. | £ | |||||||||||||
| Ordinary of $0.0001 each | 221,211,021 | 16,635 | 214,211,021 | 15,952 | ||||||||||||
| 221,211,021 | 16,635 | 214,211,021 | 15,952 | |||||||||||||
Ordinary shares have full voting rights, full dividend rights. The Company is authorised to issue 500,000,000 ordinary shares.
In addition to the shares issued above, 1,609,459 options have been exercised as at September 30, 2023 for which ordinary shares of 1,602,850 are yet to be issued for a nominal value of $0.0001.
Other reserves
During the period other reserves increased by £9,290 thousand as a result of share-based payment transactions and decreased by £8,922 thousand following exercise of options and other awards to staff. Other reserves also decreased by £1,269 thousand reflecting cumulative translation differences.
Nature and purpose of other reserves
The share-based payments reserve is used to recognise the grant date fair value of options issued to employees but not exercised. The translation reserve arises as a result of the retranslation of overseas subsidiaries and the Company’s USD balances in the consolidated financial statements. The warrant reserve is used to recognise the fair value of warrants issued in exchange for a fixed amount of cash or another financial asset for a fixed number of the Company’s ordinary shares (‘fixed-for-fixed condition’).
Share Premium
During the nine months ended September 30, 2023 share premium increased by £736 thousand as a result of exercise of employee awarded share options. Proceeds remaining unpaid total £36 thousand.
| 10 | Trade and other receivables |
| September 30, 2023 £ 000 | December 31, 2022 £ 000 | |||||||
| Government receivables | 13,454 | 10,905 | ||||||
| Prepayments | 5,370 | 7,169 | ||||||
| Other receivables | 1,322 | 790 | ||||||
| 20,146 | 18,864 | |||||||
Included within Government receivables is £9,920 thousand for the R&D tax credit receivable (December 31, 2022: £7,212 thousand).
13
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 11 | Trade and other payables |
Amounts falling due within one year:
| September 30, 2023 £ 000 | December 31, 2022 £ 000 | |||||||
| Trade payables | 7,160 | 4,454 | ||||||
| Accrued expenses | 5,614 | 10,500 | ||||||
| Social security and other taxes | 1,189 | 857 | ||||||
| Outstanding defined contribution pension costs | 274 | 220 | ||||||
| 14,237 | 16,031 | |||||||
Amounts falling due after more than one year:
| September 30, 2023 £ 000 | December 31, 2022 £ 000 | |||||||
| Deferred fees and charges | 4,096 | 4,153 | ||||||
14
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 12 | Warrant Liability |
The following warrants are in issue but not exercised:
| September 30, 2023 | December 31, 2022 | |||||||
| Public Warrants | 15,264,935 | 15,264,935 | ||||||
| Mudrick Warrants | 4,000,000 | 4,000,000 | ||||||
| Outstanding, end of period | 19,264,935 | 19,264,935 | ||||||
Recorded as a liability, the following shows the change in fair value during the period ended September 30, 2023:
| Change in fair value during the period | £ 000 | |||
| December 31, 2022 | 4,961 | |||
| Change in fair value | (3,251 | ) | ||
| Exchange differences on translation | (132 | ) | ||
| September 30, 2023 | 1,578 | |||
Each public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share. Once the public warrants become exercisable, the Company may redeem the public warrants at a price of $0.01 per public warrant if the closing price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period. The public warrants expire on December 15, 2026 or earlier upon redemption or liquidation.
| 13 | Derivative financial liabilities |
Convertible Senior Secured Notes consists of the following:
Mudrick £ 000 | ||||
| As at December 31, 2022 | 115,247 | |||
| Fair value movements | (19,492 | ) | ||
| In-kind interest paid and accrued | 12,023 | |||
| Exchange differences on translation | (1,731 | ) | ||
| As at September 30, 2023 | 106,047 | |||
On December 16, 2021, Mudrick Capital Management purchased Convertible Senior Secured Notes of an aggregate principal amount of £151,000 thousand ($200,000 thousand) for an aggregate purchase price of £145,000 thousand ($192,000 thousand). The Convertible Senior Secured Notes are initially convertible into up to 18,181,820 ordinary shares at an initial conversion rate of 90.9091 ordinary shares per £824 ($1,000).
In accordance with IFRS 9, this is treated as a hybrid instrument and is designated in its entirety as fair value through profit or loss.
The Company has elected to pay interest in-kind at 9% per annum. Interest is paid semi-annually in arrears and on June 15, 2023 the Company authorised the interest by increasing the nominal amount of the outstanding Convertible Senior Secured Notes by £7,963 thousand ($9,826 thousand).
Several covenants exist including retention of $10 million cash. Accordingly, cash at bank includes £8,192 thousand deemed to be retained for this purpose as at September 30, 2023.
15
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 14 | Financial instruments |
To provide an indication about the reliability of the inputs used in determining fair value, the Company classifies its financial instruments into the three levels prescribed under the accounting standards. Financial liabilities at fair value through profit and loss:
September 30,
2023 | December 31,
2022 £ 000 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Convertible Senior Secured Notes | - | - | 106,047 | - | - | 115,247 | ||||||||||||||||||
| Warrant liabilities | 1,578 | - | - | 4,961 | - | - | ||||||||||||||||||
| 1,578 | - | 106,047 | 4,961 | - | 115,247 | |||||||||||||||||||
The fair value of financial instruments is deemed to be equivalent to the carrying value.
Level 1: The fair value of financial instruments traded in active is based on quoted market prices at the end of the reporting period. As such, warrants issued but not exercised are valued with reference to observable market prices as at the reporting date ($0.10 per warrant).
Level 3: If one or more of the significant inputs is not based on observable market data, as is the case for the issued Convertible Senior Secured Notes, the instrument is included in level 3.
The fair value of the convertible senior secured notes has been estimated using an option pricing model, in accordance with the International Valuation Standards definition of “market value”. The following inputs have been used:
| September 30, 2023 | December 31, 2022 | |||||||
| Risk-free rate (%) | 4.8 | 4.1 | ||||||
| Dividend yield (%) | - | - | ||||||
| Volatility (%) | 90.0 | 65.0 | ||||||
| Credit spread (%) | 28.00 | 26.38 | ||||||
No changes were made during the period ended September 30, 2023 to the valuation techniques applied as at December 31, 2022. For more information about the convertible senior secured notes, please refer to the Group’s annual financial statements for the year ended December 31, 2022
| 15 | Related party transactions |
Key management personnel compensation
Key management personnel are the members of the Board and Directors of material subsidiary companies.
| September 30, 2023 £ 000 | September 30, 2022 £ 000 | |||||||
| Salaries and other short term employee benefits | 662 | 976 | ||||||
| Payments to defined contribution pension schemes | 11 | 9 | ||||||
| Share-based payments | 56 | - | ||||||
| 729 | 985 | |||||||
Aggregate gains made on the exercise of share options for the Directors during the 9 months ended September 30, 2023 totalled £8,156 thousand (September 30, 2022: £nil)
16
Vertical Aerospace Ltd
Notes to the Unaudited Condensed Consolidated Interim Financial Information
| 15 | Related party transactions (continued) |
Summary of transactions with other related parties
During the period ending September 30, 2023 Imagination Industries Ltd, a company wholly and solely controlled by Stephen Fitzpatrick, charged the Group management fees of £59 thousand (September 30, 2022: £15 thousand) in relation to the provision of flexible desk and office space in London, of which £21 thousand was outstanding as at September 30, 2023 (2022: £nil).
On April 21, 2023, the Board agreed to a succession plan, transitioning the chairperson of the Board during the course of 2023. Dómhnal Slattery has served as the Board’s chairperson since shortly following the Company’s listing on the New York Stock Exchange.
As previously disclosed, in January 2022, the Company and Stephen Fitzpatrick entered into an option agreement with Mr. Slattery, pursuant to which Mr. Fitzpatrick granted Mr. Slattery an option to purchase up to an aggregate of 1,175,000 ordinary shares of the Company for an exercise price of $0.0001 per share.
On April 21, 2023, Mr. Slattery, Mr. Fitzpatrick and the Company entered into an option termination agreement, pursuant to which the parties agreed to terminate the Call Option in consideration for specified payments of up to an aggregate of $2.5 million to be paid by Mr. Fitzpatrick to Mr. Slattery, subject to certain conditions, including the Company raising additional funds during 2023 and the Company maintaining a minimum pre-order book.
On August 2, 2023 Mr. Slattery resigned as chairperson and director, and Michael Flewitt was appointed as chairperson. In connection with this and the option termination agreement referred to previously, $1.5 million was paid by Mr. Fitzpatrick to Mr. Slattery and outstanding payment remain conditional only on the Company’s maintenance of a minimum pre-order book.
On January 23, 2023, Michael Cervenka resigned from the Board of Directors and on August 2, 2023, Vincent Casey resigned from the Board of Directors
Effective September 11, 2023 the Company appointed Stuart Simpson as Chief Financial Officer.
A total of 18,750 immediately vesting nil cost options were granted to Non-Executive Directors during the period. Accordingly, share based payment charge of £55 thousand has been recognised (September 30, 2022: £nil) based on the prevailing share price on the date of issuance. During the period, Non-Executive Directors exercised a total of 5,613,287 options.
17