- Leading institutional investors participated in this financing,
including funds and accounts managed by BlackRock
- The additional $300M in equity capital reinforces its already
strong financial position as it eyes strong demand in the defense
market and beyond for its planned hybrid aircraft
- Archer has long maintained one of the strongest balance sheets
in its industry, and this additional capital further strengthens
its position bringing its total liquidity to ~$1 billion
Today Archer announced it has raised $301.75M1, further
reinforcing Archer’s strong financial position and strategically
positioning it to accelerate the development of its hybrid aircraft
platform for the defense market and beyond. Leading institutional
investors participated in this financing, including funds and
accounts managed by BlackRock. This raise brings Archer’s total
liquidity position to ~$1B. Archer has long maintained one of the
strongest balance sheets in the industry, and this additional
capital further strengthens its position.
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With its further reinforced balance
sheet, Archer continues to be well-positioned for its
commercialization effort. (Photo: Business Wire)
Archer launched Archer Defense in December to develop
next-generation aircraft for defense applications. The first
product from this division is planned to be a hybrid-propulsion,
vertical-take-off-and landing aircraft.
Adam Goldstein, founder and CEO of Archer said, “I believe the
opportunity for advanced vertical lift aircraft across defense
appears to be substantially larger than I originally expected. As a
result, we are raising additional capital to help us invest in
critical capabilities like composites and batteries to help enable
us to capture this opportunity and more.”
With its further reinforced balance sheet, Archer also continues
to be well-positioned for its commercialization effort. Paired with
the completion of construction of its ARC manufacturing facility,
continued progress towards FAA certification and launch of its
cross-industry consortium in the UAE, Archer is tracking well
towards its goals in 2025 and beyond.
Today, Archer is also releasing certain of its preliminary
estimated financial results for the fourth quarter of 2024,
reporting that its GAAP operating expenses will be within the range
of $120 million to $140 million and total non-GAAP operating
expenses are in line with its guidance range of $95 million to $110
million. Archer is also confirming that it does not expect that its
total non-GAAP operating expenses for the first quarter of 2025
will materially increase over this Q4 guided range.
The financing provided for the purchase and sale of 35,500,000
shares of Archer’s Class A common stock at a price of $8.50 per
share based on a volume-weighted average price of the Class A
common stock, in a registered direct offering. The net proceeds
from the offering announced today will be used for the development
of next generation aircraft manufacturing capabilities related to
this effort, including batteries and composites, and the remainder
for general corporate purposes. The shares of Class A common stock
were offered pursuant to an automatic shelf registration statement
on Form S-3ASR (File No. 333-284812) filed with the United States
Securities and Exchange Commission (“SEC”) on February 11, 2025,
which became automatically effective upon filing. Moelis &
Company LLC is acting as the exclusive placement agent in
connection with this offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities of Archer, nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such
state or jurisdiction. A prospectus supplement relating to the
shares of Class A common stock will be filed by the Company with
the SEC.
About Archer
Archer is designing and developing the key enabling technologies
and aircraft necessary to power the future of aviation. To learn
more, visit www.archer.com.
________________________ 1 Amount reflects the expected
aggregate gross proceeds from this offering prior to deducting
placement agent fees and estimated offering expenses
Forward-Looking Statements
This press release contains forward-looking statements regarding
Archer’s future business plans and expectations, including the
satisfaction of customary closing conditions related to the
offering, Archer’s expected use of proceeds, statements regarding
our expected financial results for the first quarter of 2025, the
pace at which we intend to develop our hybrid aircraft, the
potential size of the business opportunity for a hybrid aircraft,
and the potential size of the defense opportunity. These
forward-looking statements are only predictions and may differ
materially from actual results due to a variety of factors. The
risks and uncertainties that could cause actual results to differ
from the results predicted are more fully detailed in our filings
with the Securities and Exchange Commission (SEC), including our
most recent Annual Report on Form 10-K and most recent Quarterly
Report on Form 10-Q, which are or will be available on our investor
relations website at investors.archer.com and on the SEC website at
www.sec.gov. In addition, please note that any forward-looking
statements contained herein are based on assumptions that we
believe to be reasonable as of the date of this press release. We
undertake no obligation to update these statements as a result of
new information or future events.
The preliminary financial estimates furnished above are based on
management's preliminary determinations and current expectations as
of the date hereof, and such information is inherently uncertain.
The preliminary estimates provided herein have been prepared by,
and are the responsibility of, management of the Company. The
Company's independent registered public accounting firm has not
audited, reviewed, compiled, or performed any procedures with
respect to the preliminary estimates, and, accordingly, does not
express an opinion or any form of assurance with respect thereto.
These preliminary estimates are subject to completion of the
Company's financial closing and review procedures and are not a
comprehensive statement of the Company's financial results as of,
or for the period ended, December 31, 2024. Actual results may
differ materially from these preliminary estimates as a result of
the completion of the Company's financial closing and review
procedures, final adjustments and other developments that may arise
between now and the time that the Company's financial results for
such period are finalized. Liquidity figures presented herein are
based on September 30, 2024 cash and cash equivalents, as adjusted
for Archer’s preliminary results for the fourth quarter of 2024
presented herein, gross proceeds from our December 2024 capital
raise and the gross proceeds from the transactions described herein
and do not give effect to cash used since January 1, 2025 or
expenses from the transactions described herein.
Reconciliation of Selected GAAP To Non-GAAP Results
Reconciliation of Total Operating Expenses (in millions;
unaudited): A reconciliation of preliminary total operating
expenses to preliminary non-GAAP total operating expenses for the
three months ended December 31, 2024 is set forth below.
Three Months Ended
December 31, 2024
(Low) (preliminary)
(High) (preliminary)
Total operating expenses
$120
$140
Adjusted to exclude the following:
Stock-based compensation(1)
(23)
(27)
Warrant expenses(2)
(2)
(3)
Non-GAAP total operating
expenses
$95
$110
- Amounts include stock-based compensation for options and
restricted stock units issued to both employees and non-employees,
including the grants issued to our founder in connection with the
closing of the business combination.
- Amounts include non-cash warrant costs, for the warrants issued
to Stellantis and others, in connection with certain services they
are providing to the Company.
We have not reconciled our non-GAAP total operating expenses
estimates because certain items that impact non-GAAP total
operating expenses are uncertain or out of our control and cannot
be reasonably predicted. In particular, stock-based compensation
expense is impacted by the future fair market value of our common
stock and other factors, all of which are difficult to predict,
subject to frequent change, or not within our control. The actual
amount of these expenses during Q1 2025 will have a significant
impact on our future GAAP financial results. Accordingly, a
reconciliation of non-GAAP total operating expenses is not
available without unreasonable effort.
Non-GAAP Financial Measures
To supplement our condensed consolidated financial results
prepared in accordance with GAAP, we use a number of non-GAAP
financial measures to help us in analyzing and assessing our
overall business performance, for making operating decisions and
for forecasting and planning future periods. We consider the use of
non-GAAP financial measures helpful in assessing our current
financial performance, ongoing operations and prospects for the
future as well as understanding financial and business trends
relating to our financial condition and results of operations.
While we use non-GAAP financial measures as a tool to enhance
our understanding of certain aspects of our financial performance
and to provide incremental insight into the underlying factors and
trends affecting our performance, we do not consider these measures
to be a substitute for, or superior to, the information provided by
GAAP financial measures. Consistent with this approach, we believe
that disclosing non-GAAP financial measures to the readers of our
financial statements provides useful supplemental data that, while
not a substitute for GAAP financial measures, can offer insight in
the review of our financial and operational performance and enables
investors to more fully understand trends in our current and future
performance.
In assessing our business during the quarter ended December 31,
2024, we excluded items in the following general categories from
one or more of our non-GAAP financial measures, certain of which
are described below:
Stock-Based Compensation Expense :
We believe that providing non-GAAP measures excluding stock-based
compensation expense, in addition to the GAAP measures, allows for
better comparability of our financial results from period to
period. We prepare and maintain our budgets and forecasts for
future periods on a basis consistent with this non-GAAP financial
measure. Further, companies use a variety of types of equity awards
as well as a variety of methodologies, assumptions and estimates to
determine stock-based compensation expense. We believe that
excluding stock-based compensation expenses enhances our ability
and the ability of investors to understand the impact of non-cash
stock-based compensation on our operating results and to compare
our results against the results of other companies.
Warrant Expenses : Expense from our
common stock warrants issued to Stellantis and vendors, which is
recurring (but non-cash). We exclude warrant expense for similar
reasons to our stock-based compensation expense.
Each of the non-GAAP financial measures presented in this
release should not be considered in isolation from, or as a
substitute for, a measure of financial performance prepared in
accordance with GAAP and are presented for supplemental
informational purposes only. Further, investors are cautioned that
there are inherent limitations associated with the use of each of
these non-GAAP financial measures as an analytical tool. In
particular, these non-GAAP financial measures have no standardized
meaning prescribed by GAAP and are not based on a comprehensive set
of accounting rules or principles and many of the adjustments to
the GAAP financial measures reflect the exclusion of items that are
recurring and may be reflected in our financial results for the
foreseeable future. In addition, the non-GAAP measures we use may
be different from non-GAAP measures used by other companies,
limiting their usefulness for comparison purposes. We compensate
for these limitations by providing specific information in the
reconciliation included in this release regarding the GAAP amounts
excluded from the non-GAAP financial measures. In addition, as
noted above, we evaluate the non-GAAP financial measures together
with the most directly comparable GAAP financial information.
Investors are encouraged to review the reconciliations of these
non-GAAP measures to their most directly comparable GAAP financial
measures included in this release.
Source: Archer Aviation Text: ArcherIR
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