Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read together with our Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis includes forward looking statements that involve risks and uncertainties. Please see the section of this Quarterly Report on Form 10-Q titled "Special Note Regarding Forward-Looking Statements."
Overview
We have spent more than a decade designing and testing a piloted all-electric, vertical take-off and landing ("eVTOL") aircraft that we intend to operate as part of a fast, quiet and convenient service in cities around the world. The aircraft is quiet when taking off, near silent when flying overhead and is being designed to transport a pilot and up to four passengers - or an expected payload of up to 1,000 pounds - at speeds of up to 200 mph. The aircraft is optimized for urban routes, with a target range of up to 100 miles on a single charge. According to our modeling, more than 99% of urban routes in cities such as New York City and Los Angeles are significantly shorter than this, enabling higher utilization through faster turnaround times of our aircraft. By combining the freedom of air travel with the efficiency of our aircraft, we expect to deliver journeys that are up to 10 times faster than driving, and it is our goal to steadily drive down end-user pricing in the years following commercial launch to make the service widely accessible. The low noise enabled by the all-electric powertrain will allow the aircraft to operate around dense, urban areas while blending into the background noise of cities. With thousands of successful test flights already completed, and as the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis which was subsequently published in final form in the Federal Register, we believe we are well positioned to be the first eVTOL manufacturer to earn airworthiness certification from the Federal Aviation Administration ("FAA").
We have identified three potential routes to market: (1) owned and operated air taxi service (2) aircraft sales and (3) partnered service/joint ventures. We plan to manufacture, operate and sell our aircraft, and are building a vertically integrated transportation company to maximize the value of our investments. As such, we are also building an operating system to eventually connect data from materials and builds to passenger routes, aircraft scheduling and maintenance. At the front end, we are developing a convenient app to deliver the first on-demand, aerial ridesharing service. We are targeting carrying our first passengers in 2026. We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control and information regarding customer experience to optimize for user safety, comfort and value.
In August 2025, we acquired Blade Urban Air Mobility, Inc. and its subsidiaries ("Blade"), a technology-powered, global urban air mobility platform. Following the acquisition, Blade will continue to operate its air charter broker service as our wholly owned subsidiary. The transaction is expected to unlock immediate market access, including an established customer base, operations expertise, airport relationships and infrastructure across key urban corridors in New York City and Southern Europe and allow us to combine our best-in-class technology with Blade's experience in delivering premium customer transportation at scale.
Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of September 30, 2025, we had an accumulated deficit of $2,664 million. We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners ("RTP"), a special purpose acquisition company, through which we became a publicly-traded company.
Key Factors Affecting Operating Results
For a more comprehensive discussion of the risks and uncertainties that could impact the Company's business, please see the section entitled "Risk Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2024 and quarterly reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.
Development of the Global Urban Air Mobility ("UAM") Market
Our revenue will be directly tied to the continued development of short distance aerial transportation. While we believe the global market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We delivered our first aircraft for initial service operations with the DOD in September 2023 and are targeting initial passenger operations in 2026. Our business will require significant investment leading up to launching these services, including, but not limited to,
final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, infrastructure and commercialization.
We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers' perception about the safety, convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives. We anticipate initial operations with our U.S. government customers to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations.
Competition
We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services. While we expect to be first to market with an eVTOL facilitated aerial ridesharing service, we expect this industry to be dynamic and increasingly competitive; and our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft and aerial ridesharing, making it easier for them to obtain the permits and authorizations required to operate an aerial ridesharing service in the markets in which we intend to launch or in other markets. If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. For a more comprehensive discussion, please see the section entitled "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2024 and quarterly reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.
Government Certification
We signed a revised, stage 4 "G-1" certification basis for our aircraft with the FAA in July 2022, which was published in final form in the Federal Register in March 2024. This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step towards certifying any new aircraft in the U.S. We think of the FAA type certification process in five stages and have made significant progress towards certification. We have completed or substantially completed three of these five stages and are more than halfway through the fourth stage.
In 2022, we received our Part 135 operating certificate, which is required for us to operate an on-demand air service and allows us to operate the service with conventional aircraft. In October 2024, the FAA published the Special Federal Aviation Regulations ("SFARs"), which include operational regulations related to eVTOLs. We will need to comply with these SFARs as we add our aircraft to our Part 135 operating certificate. If the FAA requires further modifications to our existing G-1 certification basis, makes subsequent modifications to the SFARs, or if there are other regulatory changes or revisions, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.
We expect the FAA type certificate will be validated in certain international markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities in other countries. In 2022, we applied for aircraft certification in the United Kingdom and Japan. In 2023, we signed an agreement with Road and Transport Authority of Dubai ("RTA") for Joby to provide air taxi services in Dubai. The RTA agreement includes a roadmap for local approval by the UAE General Civil Aviation Authority that could precede type certification by the FAA. These arrangements provide a means of efficient international expansion as we develop commercial operations around the world.
In addition to certifying our aircraft, we will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our aerial ridesharing service. We anticipate being able to meet the requirements of such authorizations and certifications. If we fail to obtain any of the required authorizations or certifications, or do so in a timely manner, or if any of these authorizations or certifications are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial service or do so on the timelines we project, which would have adverse effects on our business, prospects, financial condition and/or results of operations.
U.S. Government Contracts
In December 2020, we became the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test, and in the first quarter of 2021 we officially began on-base operations under contract pursuant to the USAF's Agility Prime program. Our multi-year relationship with the DOD and other U.S. government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. In 2025, the DOD shifted its focus under the Agility Prime program towards hybrid aircraft and autonomous flight technologies and reduced the scope of our existing contract. We are actively pursuing additional contracts with the DOD and other government agencies in these areas and believe that our investments in hydrogen-electric and autonomous technology will position us well to capitalize on these opportunities, but we may be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or DOD.
Vertically-Integrated Business Model
Our primary business model is to serve as a vertically-integrated eVTOL transportation service provider. Present projections indicate that payback periods on aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist. Our projections are dependent on certifying and delivering aircraft on time and at a cost that will allow us to offer our service at prices that a sufficient number of customers will be willing to pay for the time and efficiency savings they receive from utilizing our eVTOL services. Our aircraft include parts and manufacturing processes unique to eVTOL aircraft, in general, and our product design, in particular. We have used our best efforts to estimate costs in our planning projections. However, the variable cost associated with assembling our aircraft at scale remains uncertain at this stage of development. Our vertically-integrated business model also relies, in part, on developing and certifying component parts rather than sourcing already certified parts from third-party suppliers. While we believe this model will ultimately result in a more performant aircraft and better operating economics, the increased time and effort required to develop and certify these components may result in delays compared to alternative approaches. Our vertically-integrated approach is also dependent on recruiting, developing and retaining the right talent at the right time to support engineering, certification, manufacturing, and go-to-market operations. As we progress through the certification process, we will have an increasing need to accelerate hiring in selected areas. If we are unable to add sufficient headcount it could impact our ability to meet our expected timelines for certification and entry into service.
The global economy has recently seen a significant rise in tariffs and other protective trade measures that have applied to a wide range of finished goods and raw materials. While tariffs have not had a material impact on our business, financial condition or results of operations to date due to the limited scale of our prototype manufacturing and focus on certification efforts, over time new tariffs or other restrictions imposed in connection with trade wars or political instability could increase the costs of raw materials and other goods, both for us and our suppliers, particularly as we begin to scale our manufacturing operations and produce aircraft for commercial use. We believe that our high level of vertical integration, coupled with our investments in U.S. manufacturing facilities, give us a competitive advantage with increased flexibility to adapt to future trade policy changes and are actively working to minimize the potential impact of any such tariffs or other restrictions. For a more comprehensive discussion, please see the section entitled "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2024 and quarterly reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.
The success of our business is also dependent, in part, on the utilization rate of our aircraft, which is the amount of time our aircraft spend in the air carrying passengers. We intend to maintain a high daily aircraft utilization rate, and reductions in utilization will adversely impact our financial performance. High daily aircraft utilization is achieved in part by reducing turnaround times at vertiports. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events.
Components of Results of Operations
Revenue
Revenue consists of passenger revenue and other revenue.
Passenger revenue primarily includes revenue generated from the transportation of passengers via helicopter or fixed wing aircraft, booked through Blade. Flights are typically booked through Blade associates, the Blade app, or third-party channels and paid for principally via credit card transactions, wire transfers, checks, customer credits, and gift cards. Flight
payments are typically collected at the time of booking before the performance of the related service, and revenue is recognized when the service is completed.
Other revenue primarily includes revenue from government flight services and engineering services. Government flight services revenue primarily includes consideration for our performance of customer-directed flights and on-base operations for various U.S. Department of Defense (DOD) agencies. The other revenue is recognized (i) over time, as the performance obligations are satisfied, in an amount that reflects the consideration we expect to be entitled to in exchange for those services, typically measured based on flight hours, service hours, milestones, or other relevant metrics; or (ii) at a point in time, upon termination of a contract, if applicable, when we have fulfilled our obligations and no further performance is required.
Operating expenses:
Cost of Revenue
Cost of Revenue consist primarily of costs related to operators of aircraft and vehicles, flight support, maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft fuel or electricity cost, landing fees, pilot salaries, as directly attributed to our performance of the flight services and costs of providing engineering services. Flight services expenses do not include the costs of manufacturing our aircraft and aircraft parts as such costs are expensed when incurred as Research and Development Expenses (see below).
Research and Development Expenses
Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, including rent, information technology costs and utilities. Research and development expenses are partially offset by payments we received in the form of government grants, including those received under the Agility Prime program.
We expect our research and development expenses to increase as we increase staffing to support aircraft engineering and software development, build aircraft, and continue to explore and develop next generation aircraft and technologies.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities.
We expect our selling, general and administrative expenses to increase as we hire additional personnel and consultants to support the growth of our operations and comply with applicable regulations.
Gain (Loss) from changes in Fair Value of Warrants and Earnout Shares Liabilities
Publicly-traded warrants ("Public Warrants"), private placement warrants issued to Sponsor ("Private Placement Warrants"), warrants issued to Delta Air Lines, Inc. ("Delta Warrants") and shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer ("Earnout Shares") are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date. We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period, except for the Private Placement Warrants, which were fully exercised on August 11, 2025 as described in Note 8 of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Interest and Other Income, Net
Interest income consists primarily of interest earned on our cash and cash equivalents and investments in marketable securities.
Provision for Income Taxes
Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law. Due to the level of historical losses, we maintain a valuation allowance against U.S. federal and state deferred tax assets as it has been concluded it is more likely than not that these deferred tax assets will not be realized.
Results of Operations
Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024
The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage):
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|
|
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|
|
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|
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Three Months Ended September 30,
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Change
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2025
|
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2024
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($)
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(%)
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|
Revenue
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$
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22,574
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|
|
$
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28
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|
|
22,546
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|
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n.m.
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|
Operating expenses:
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|
|
|
|
|
|
|
Cost of Revenue
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10,060
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|
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15
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|
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10,045
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n.m.
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Research and development
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149,163
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|
|
126,139
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|
|
23,024
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|
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18
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%
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|
Selling, general and administrative
|
45,018
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|
|
30,569
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|
|
14,449
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|
|
47
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%
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|
Total operating expenses
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204,241
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156,723
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|
|
47,518
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30
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%
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Loss from operations
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(181,667)
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(156,695)
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(24,972)
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16
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%
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Interest and other income, net
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9,673
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|
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9,528
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|
145
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2
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%
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Gain (Loss) from change in fair value of warrants and earnout shares
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(229,149)
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3,842
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(232,991)
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n.m.*
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Total other income (loss), net
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(219,476)
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|
13,370
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|
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(232,846)
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|
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n.m.
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Loss before income taxes
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(401,143)
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(143,325)
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(257,818)
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|
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180
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%
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Income tax expenses
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83
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|
553
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(470)
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(85)
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%
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Net loss
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$
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(401,226)
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$
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(143,878)
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(257,348)
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|
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179
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%
|
* n.m. marks changes that are not meaningful for further discussion
Revenue
Revenue increased by $22.5 million primarily due to the Blade acquisition, increased revenue from on-base operations for a DOD agency, and increased revenue from engineering services provided to third parties.
Cost of Revenue
Cost of Revenue increased by $10.0 million primarily due to the Blade acquisition and cost of providing engineering services.
Research and Development Expenses
Research and development expenses increased by $23.0 million, or 18%, to $149.2 million during the three months ended September 30, 2025 from $126.1 million during the three months ended September 30, 2024. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification, and a decrease in expense reduction due to lower grants earned as part of our government contracts.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $14.4 million, or 47%, to $45.0 million during the three months ended September 30, 2025 from $30.6 million during the three months ended September 30, 2024. The increase was primarily attributable to increases due to the Blade acquisition and higher legal and marketing spend.
Total Other Income (Loss), Net
Total other income (loss), net decreased by $232.8 million to a loss of $219.5 million during the three months ended September 30, 2025 from income of $13.4 million during the three months ended September 30, 2024. The decrease was primarily driven by a $233.0 million change in the fair value of warrants and earnout shares from a gain of $3.8 million during the three months ended September 30, 2024 to a loss of $229.1 million during the three months ended September 30, 2025, and a $0.1 million increase in interest and other income.
Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage):
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|
|
|
|
|
Nine Months Ended September 30,
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Change
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|
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2025
|
|
2024
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($)
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(%)
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|
Revenue
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$
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22,589
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|
|
$
|
81
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|
|
22,508
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|
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n.m.
|
|
Operating expenses:
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|
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|
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Cost of Revenue
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10,070
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45
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|
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10,025
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n.m.
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Research and development
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419,837
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|
|
354,771
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|
|
65,066
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18
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%
|
|
Selling, general and administrative
|
105,497
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|
|
92,144
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|
|
13,353
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|
14
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%
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|
Total operating expenses
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535,404
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|
|
446,960
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|
88,444
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20
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%
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Loss from operations
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(512,815)
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(446,879)
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|
|
(65,936)
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15
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%
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Interest and other income, net
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29,420
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|
33,038
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|
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(3,618)
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(11)
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%
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Loss on common stock issuance in private placement
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(40,258)
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|
-
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|
|
(40,258)
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|
|
100
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%
|
|
Gain (loss) from change in fair value of warrants and earnout shares
|
(284,424)
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|
52,683
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|
(337,107)
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|
|
(640)
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%
|
|
Total other income (loss), net
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(295,262)
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|
|
85,721
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|
(380,983)
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(444)
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%
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Loss before income taxes
|
(808,077)
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|
|
(361,158)
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|
|
(446,919)
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|
|
124
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%
|
|
Income tax expense
|
229
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|
|
599
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|
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(370)
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|
(62)
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%
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Net loss
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$
|
(808,306)
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|
$
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(361,757)
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|
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(446,549)
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|
|
123
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%
|
Revenue
Revenue increased by $22.5 million primarily due to the Blade acquisition, increased revenue from on-base operations for a DOD agency, and increased revenue from providing engineering services to third parties.
Cost of Revenue
Cost of Revenue increased by $10.0 million primarily due to the Blade acquisition and cost of providing engineering services.
Research and Development Expenses
Research and development expenses increased by $65.1 million, or 18%, to $419.8 million during the nine months ended September 30, 2025 from $354.8 million during the nine months ended September 30, 2024. The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, manufacturing process development, and certification, a decrease in expense reduction due to lower grants earned as part of our government contracts, and an increase of materials, tooling, depreciation, facilities and software required for our prototype development and testing.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $13.4 million, or 14%, to $105.5 million during the nine months ended September 30, 2025 from $92.1 million during the nine months ended September 30, 2024. The increase was primarily attributable to increases due to the Blade acquisition, increases in personnel to support operations and higher legal costs partially offset by lower insurance and stock based compensation expense.
Total Other Income (Loss), Net
Total other income (loss), net decreased by $381.0 million, or 444%, to a loss of $295.3 million during the nine months ended September 30, 2025 from income of $85.7 million during the nine months ended September 30, 2024. The decrease was primarily driven by a $337.1 million change in the fair value of warrants and earnout shares from a gain of $52.7 million during the nine months ended September 30, 2024 to a loss of $284.4 million during the nine months ended September 30, 2025, a loss of $40.3 million from the common stock issuance in private placement relating to difference
between the amount of aggregated purchase price received and the fair value of shares issued as of the date of issuance, and a $3.6 million decrease in interest and other income due to decreased interest rates on lower invested funds.
Liquidity and Capital Resources
Sources of Liquidity
We have incurred net losses and negative operating cash flows from operations since inception, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. To date, we have funded our operations primarily with proceeds from the Merger and issuance of stock and convertible notes.
In August 2021, we raised net proceeds of $1,067.9 million from the Merger and $843.3 million from the issuances of Legacy Joby's redeemable convertible preferred stock and convertible notes prior to the Merger.
In October 2022, we raised net proceeds of $60.0 million from the sale of 11,044,232 shares of our common stock and warrants to Delta Air Lines, Inc.
In May 2023, we raised $180.2 million in net proceeds from our issuance and sale, in a registered direct offering to certain institutional investors of 43,985,681 shares of our common stock.
In June 2023, we raised net proceeds of $99.9 million from our issuance and sale of 15,037,594 shares of our common stock to SKT.
In October 2024, we raised $221.8 million in net proceeds from an underwritten public offering of 46,000,000 shares of our common stock.
In December 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, as sales agents ("Equity Distribution Agreement"), through which we may offer and sell, from time to time at our sole discretion, up to an aggregate of $300.0 million of our common stock in an "at-the-market"offering ("ATM Offering"). As of September 30, 2025, 29,317,798 shares of our common stock have been sold pursuant to the Equity Distribution Agreement for net proceeds of $273.2 million. As of September 30, 2025, $18.4 million remains available for sale under the Equity Distribution Agreement.
In May 2025, we issued 49,701,790 shares at a price per share of $5.03 for a total of $250.0 million pursuant to a stock purchase agreement with Toyota Motor Corporation ("Toyota") that we entered in October 2024. Pursuant to the agreement, Toyota has committed to invest up to $500.0 million, subject to certain closing conditions ("Toyota Investment").
As of September 30, 2025, we have received $33.1 million from the exercise of our Public Warrants.
In October 2025, we raised $575.7 million in estimated net proceeds from an underwritten public offering of 35,075,000 shares of our common stock.
As of September 30, 2025, we had cash, cash equivalents and restricted cash of $209.4 million and short-term investment in marketable securities of $769.8 million. Restricted cash, totaling $1.0 million, primarily reflects cash temporarily retained for security deposit on leased facilities. We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.
Long-Term Liquidity Requirements
We expect our cash and cash equivalents on hand together with the proceeds of future sales under the ATM Offering, the proceeds from the Toyota Investment and cash we expect to generate from future operations will provide sufficient funding to support us beyond the initial launch of our commercial operations. Until we generate sufficient operating cash flow to fully 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 equity and debt financing to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.
Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services. Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure
and vertiports development, pilot training facilities, software development and production of aircraft. We do not have material cash requirements related to current contractual obligations. As such, our cash requirements are highly dependent upon management's decisions about the pace and focus of both our short and long-term spending.
Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of investments, infrastructure and production of aircraft. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from our customers, the expansion of sales and marketing activities and the timing and extent of spending to support development efforts. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies, which could require us to seek additional equity or debt financing. If 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, which would harm our business, results of operations, and financial condition. If adequate funds are not available, we may need to reconsider our investments in production operations, the pace of our production ramp-up, infrastructure investments in vertiports, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.
Cash Flows
The following tables set forth a summary of our cash flows for the periods indicated (in thousands, except percentage):
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Nine Months Ended September 30,
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Change
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2025
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2024
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($)
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(%)
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Net cash (used in) provided by:
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Operating activities
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$
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(356,726)
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$
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(315,769)
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(40,957)
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13
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%
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Investing activities
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(66,902)
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259,394
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(326,296)
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(126)
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%
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Financing activities
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432,646
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4,650
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427,996
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n.m.
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Net change in cash, cash equivalents, and restricted cash
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$
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9,018
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$
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(51,725)
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60,743
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(117)
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%
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Net Cash Used in Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2025 was $356.7 million, consisting primarily of a net loss of $808.3 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes a $284.4 million loss from change in the fair value of warrants and earnout shares, $86.4 million stock-based compensation expense, a $40.3 million loss related to common stock issuance in a private placement, a net decrease in our net working capital of $18.6 million and $29.1 million depreciation and amortization expense, partially offset by a $7.3 million net accretion and amortization of our investments in marketable securities.
Net cash used in operating activities for the nine months ended September 30, 2024 was $315.8 million, consisting primarily of a net loss of $361.8 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes a $82.8 million stock-based compensation expense and $26.1 million depreciation and amortization expense, partially offset by a $52.7 million gain from change in the fair value of warrants and earnout shares and a $13.0 million net accretion and amortization of our investments in marketable securities.
Net Cash (Used in) Provided by Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025 was $66.9 million, primarily due to proceeds from sales and maturities of marketable securities of $565.6 million and the Blade acquisition of $1.9 million, partially offset by purchases of marketable securities of $594.2 million and purchases of property and equipment of $40.1 million.
Net cash provided by investing activities for the nine months ended September 30, 2024 was $259.4 million, primarily due to proceeds from sales and maturities of marketable securities of $593.1 million, partially offset by purchases of marketable securities of $308.5 million and purchases of property and equipment of $25.2 million.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025 was $432.6 million, primarily due to net proceeds of $249.9 million from issuance of common stock in private placement with Toyota, net proceeds of $143.9
million from issuance of common stock in at-the-market public offering, proceeds from the issuance of common stock under the 2021 ESPP of $5.0 million and $35.0 million proceeds from exercise of stock options and common stock warrants, partially offset by repayment of tenant improvement loan and obligations under finance lease of $1.2 million .
Net cash provided by financing activities for the nine months ended September 30, 2024 was $4.7 million, primarily due to proceeds from the issuance of common stock under the 2021 ESPP of $4.9 million.
Critical Accounting Estimates
Management's discussion and analysis of our financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are 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. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.
The significant accounting policies of the Company are described in Management's Discussion and Analysis of Financial Condition and Results of Operations section of the audited Consolidated Financial Statements contained in the Company's annual report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
See Note 2 of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding recently issued accounting pronouncements.