Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 06, 2021 | Mar. 31, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2021 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Transition Report | false | ||
Entity File Number | 001-39046 | ||
Entity Registrant Name | BLADE AIR MOBILITY, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1890381 | ||
Entity Address, Address Line One | 499 East 34th Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10016 | ||
City Area Code | 212 | ||
Local Phone Number | 967-1009 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 70,552,827 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE: NONE | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001779128 | ||
Entity Public Float | $ 0 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | BLDE | ||
Security Exchange Name | NASDAQ | ||
Warrants to purchase shares of common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | BLDEW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 6,952 | $ 12,162 |
Restricted cash | 630 | 114 |
Accounts receivable | 3,765 | 1,092 |
Short term investments (cost: 2021-$297,472; 2020-$0) | 297,175 | 0 |
Prepaid expenses and other current assets | 5,925 | 1,011 |
Total current assets | 314,447 | 14,379 |
Non-current assets: | ||
Property and equipment, net | 1,958 | 1,759 |
Investment in joint venture | 200 | 200 |
Intangible assets, net | 12,644 | 533 |
Goodwill | 13,271 | 0 |
Operating right-of-use asset | 654 | 737 |
Other non-current assets | 220 | 107 |
Total assets | 343,394 | 17,715 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,446 | 776 |
Deferred revenue | 4,654 | 3,973 |
Operating lease liability, current | 431 | 430 |
Note payable | 0 | 1,165 |
Total current liabilities | 9,531 | 6,344 |
Non-current liabilities: | ||
Warrant liability | 42,217 | 0 |
Operating lease liability, long term | 222 | 291 |
Deferred tax liability | 195 | 0 |
Total liabilities | 52,165 | 6,635 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value, 2,000,000 shares authorized at September 30, 2021 and 2020. No shares issued and outstanding at September 30, 2021 and 2020. | 0 | 0 |
Common stock, $0.0001 par value; 400,000,000 authorized; 70,096,401 and 25,268,848 shares issued at September 30, 2021 and 2020, respectively | 7 | 3 |
Additional paid in capital | 368,709 | 48,215 |
Accumulated other comprehensive loss | (297) | 0 |
Accumulated deficit | (77,190) | (37,138) |
Total stockholders' equity | 291,229 | 11,080 |
Total liabilities and (deficit) equity | $ 343,394 | $ 17,715 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Short term investments, cost | $ 297,472 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 70,096,401 | 25,268,848 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 50,526 | $ 23,434 | $ 31,196 |
Operating expenses: | |||
Cost of revenue | 39,721 | 21,107 | 26,497 |
Software development | 1,514 | 861 | 751 |
General and administrative | 29,922 | 9,292 | 10,476 |
Selling and marketing | 3,462 | 2,533 | 5,013 |
Total operating expenses | 74,619 | 33,793 | 42,737 |
Loss from operations | (24,093) | (10,359) | (11,541) |
Other non-operating (expense) income: | |||
Change in fair value of warrant liabilities | (18,331) | 0 | 0 |
Recapitalization costs attributable to warrant liabilities | (1,731) | 0 | 0 |
Interest income, net | 460 | 199 | 703 |
Total other non-operating (expense) income | (19,602) | 199 | 703 |
Loss before income taxes | (43,695) | (10,160) | (10,838) |
Income tax benefit | (3,643) | 0 | 0 |
Net loss | $ (40,052) | $ (10,160) | $ (10,838) |
Weighted average shares outstanding, basic (in shares) | 42,883,615 | 25,210,559 | 25,135,632 |
Weighted average shares outstanding, diluted (in shares) | 42,883,615 | 25,210,559 | 25,135,632 |
Net loss per share, basic (in dollars per share) | $ (0.93) | $ (0.40) | $ (0.43) |
Net loss per share, diluted (in dollars per share) | $ (0.93) | $ (0.40) | $ (0.43) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (40,052) | $ (10,160) | $ (10,838) |
Other comprehensive loss: | |||
Net unrealized investment losses | (297) | 0 | 0 |
Comprehensive loss | $ (40,349) | $ (10,160) | $ (10,838) |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock |
Beginning Balance (in shares) at Sep. 30, 2018 | 28,203,115 | |||||
Beginning Balance at Sep. 30, 2018 | $ 31,140 | $ 3 | $ 48,961 | $ 0 | $ (16,140) | $ (1,684) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cancellation of Treasury stock (in shares) | (3,227,074) | |||||
Cancellation of Treasury stock | 0 | (1,684) | 1,684 | |||
Stock option exercise (in shares) | 227,309 | |||||
Stock option exercise | 116 | 116 | ||||
Stock-based compensation | 317 | 317 | ||||
Comprehensive loss: | ||||||
Net loss | (10,838) | (10,838) | ||||
Other comprehensive loss | 0 | |||||
Ending Balance (in shares) at Sep. 30, 2019 | 25,203,350 | |||||
Ending Balance at Sep. 30, 2019 | 20,735 | $ 3 | 47,710 | 0 | (26,978) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock option exercise (in shares) | 65,498 | |||||
Stock option exercise | 15 | 15 | ||||
Stock-based compensation | 490 | 490 | ||||
Comprehensive loss: | ||||||
Net loss | (10,160) | (10,160) | ||||
Other comprehensive loss | 0 | |||||
Ending Balance (in shares) at Sep. 30, 2020 | 25,268,848 | |||||
Ending Balance at Sep. 30, 2020 | 11,080 | $ 3 | 48,215 | 0 | (37,138) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of restricted stock (in sharess) | 790,497 | |||||
Stock option exercise (in shares) | 765,046 | |||||
Stock option exercise | 144 | 144 | ||||
Stock-based compensation - restricted stock | 8,608 | 8,608 | ||||
Stock-based compensation - stock options | 1,013 | 1,013 | ||||
Shares withheld for employee taxes (in shares) | (6,011) | |||||
Shares withheld for employee taxes | (52) | (52) | ||||
EIC shares recapitalized, net of issuance costs and the fair value of warrant liabilities (in shares) | 30,778,021 | |||||
EIC shares recapitalized, net of issuance costs and the fair value of warrant liabilities | 191,151 | $ 3 | 191,148 | |||
Shares issued in PIPE, net of issuance costs (in shares) | 12,500,000 | |||||
Shares issued in PIPE, net of issuance costs | 119,634 | $ 1 | 119,633 | |||
Comprehensive loss: | ||||||
Net loss | (40,052) | (40,052) | ||||
Other comprehensive loss | (297) | (297) | ||||
Ending Balance (in shares) at Sep. 30, 2021 | 70,096,401 | |||||
Ending Balance at Sep. 30, 2021 | $ 291,229 | $ 7 | $ 368,709 | $ (297) | $ (77,190) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities: | |||
Net loss | $ (40,052) | $ (10,160) | $ (10,838) |
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities: | |||
Depreciation and amortization | 596 | 526 | 472 |
Stock-based compensation | 9,621 | 490 | 317 |
Change in fair value of warrant liabilities | 18,331 | 0 | 0 |
Merger costs | 1,731 | 0 | 0 |
Deferred tax benefit | (3,643) | 0 | 0 |
Loss on sale of property and equipment | 0 | 0 | 28 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (4,314) | (346) | (315) |
Accounts receivable | (414) | (591) | (165) |
Other non-current assets | (119) | 17 | (93) |
Operating lease assets/liabilities | 3 | 11 | (27) |
Accounts payable and accrued expenses | 1,963 | (1,410) | (402) |
Deferred revenue | 681 | 645 | 721 |
Other | 1 | 0 | 0 |
Net cash used in operating activities | (15,615) | (10,818) | (10,302) |
Cash Flows From Investing Activities: | |||
Acquisition, net of cash acquired | (23,065) | 0 | 0 |
Investment in joint venture | 0 | 0 | (200) |
Purchase of property and equipment | (297) | (377) | (604) |
Purchase of short-term investments | (308,772) | 0 | 0 |
Proceeds from sale of short-term investments | 11,300 | 0 | 0 |
Net cash used in investing activities | (321,338) | (377) | (1,054) |
Cash Flows From Financing Activities: | |||
Proceeds from the exercise of common stock options | 144 | 15 | 116 |
Taxes paid related to net share settlement of equity awards | (52) | 0 | 0 |
Proceeds from note payable | 0 | 1,165 | 0 |
Repayment of note payable | (1,165) | 0 | 0 |
Proceeds from recapitalization of EIC, net of issuance costs | 213,698 | 0 | 0 |
Proceeds from sale of common stock in PIPE, net of issuance costs | 119,634 | 0 | 0 |
Net cash provided by financing activities | 332,259 | 1,180 | 116 |
Net decrease in cash and cash equivalents and restricted cash | (4,694) | (10,015) | (11,240) |
Cash and cash equivalents and restricted cash - beginning | 12,276 | 22,291 | 33,531 |
Cash and cash equivalents and restricted cash - ending | 7,582 | 12,276 | 22,291 |
Reconciliation to consolidated balance sheets | |||
Cash and cash equivalents | 6,952 | 12,162 | 22,177 |
Restricted cash | 630 | 114 | 114 |
Total | 7,582 | 12,276 | 22,291 |
Supplemental cash flow information | |||
Interest | 12 | 0 | 0 |
Income Taxes | 0 | 0 | 0 |
Non-cash investing and financing activities | |||
Adoption of new leases under ASC 842 entered into during the period | 13 | 788 | 512 |
Prepaid expenses and other current assets | 90 | 0 | 0 |
Accounts payable and accrued expenses | (482) | 0 | 0 |
Warrant liability | (23,886) | 0 | 0 |
Domain name | |||
Cash Flows From Investing Activities: | |||
Payments to acquire intangible assets | (504) | 0 | 0 |
Customer list | |||
Cash Flows From Investing Activities: | |||
Payments to acquire intangible assets | $ 0 | $ 0 | $ (250) |
Business and Basis of Presentat
Business and Basis of Presentation | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation Description of Business Blade Air Mobility, Inc. (“Blade” or “Company”), headquartered in New York, New York, is a technology-powered, global air mobility platform that provides consumers with a cost effective and time efficient alternative to ground transportation for congested routes. Blade arranges charter and by-the-seat flights using helicopters, jets, turboprops, and amphibious seaplanes operating in various locations throughout the United States. Blade’s platform utilizes a technology-powered, asset-light business model. Blade provides transportation to its customers through a network of contracted aircraft operators. Blade does not own, lease, or operate its own aircraft. On May 7, 2021 (the “Closing Date”), privately held Blade Urban Air Mobility, Inc., a Delaware corporation formed on December 22, 2014, (“Old Blade”) consummated transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated December 14, 2020, by and among Experience Investment Corp. (“EIC”), Experience Merger Sub, Inc., a wholly owned subsidiary of EIC (“Merger Sub”), and Old Blade. The Merger Agreement provided for the acquisition of Old Blade by EIC pursuant to the merger of Merger Sub with and into Old Blade (the “Merger”), with Old Blade continuing as the surviving entity and a wholly owned subsidiary of EIC. On the Closing Date, and in connection with the closing of the Merger Agreement (the “Closing”), EIC changed its name to Blade Air Mobility, Inc. See Note 3 for additional information. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include, but are not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to use such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Significant estimates and assumptions by management include the allowance for doubtful accounts, the carrying value of long-lived assets, the carrying value of intangible assets, revenue recognition, contingencies, the provision for income taxes and related deferred tax accounts, and the fair value of stock options and other stock-based awards. Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. Going Concern As of September 30, 2021, the Company had net working capital of $304,916, including cash and cash equivalents of $6,952. The Company had net losses of $40,052, $10,160 and $10,838 for the years ended September 30, 2021, 2020 and 2019, respectively. The Company expects to continue to incur net losses in the short term as it continues to execute on its strategic initiatives. Based on the Company’s current liquidity, the Company believes that no additional capital will be needed to execute its current business plan over the next 12 months from the date of issuance of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers . The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company does not have any significant contracts with customers requiring performance beyond delivery. For passenger revenue, seats or monthly or annual flight passes are typically purchased using the Blade App and paid for principally via credit card transactions, wire, check, customer credit, and gift cards, with payments principally collected by the Company in advance of the performance of related services. The Company initially records flight sales in its unearned revenue, deferring revenue recognition until the travel occurs. Unearned revenue from customer credit and gift card purchases is recognized as revenue when a flight is flown or upon the expiration of the gift card. Unearned revenue from the Company’s monthly commuter pass and annual pass is recognized ratably over the term of the pass. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Fees charged in association with add-on services or changes or extensions to non-refundable seats sold are considered part of the Company's passenger performance obligation. As such, those fees are deferred at the time of collection and recognized at the time the travel is provided. MediMobility Organ Transport are purchased through our Flier Relations associates and paid for principally via checks and wires. Jet flights are purchased through our app and our Flier Relations associates and paid for principally via credit card and wire. Jet charter payments are typically collected at the time of booking, while MediMobility payments are generally collected after the performance of the related service in accordance with the client's payment terms. The revenue is recognized as the service is completed. Contract liability is defined as entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. As of September 30, 2021 and 2020, the Company's contract liability balance is $4,654 and $3,973, respectively. This balance consists of unearned revenue, prepaid monthly and annual flight passes, customer credits, and gift card obligations. Unearned revenue represents principally the flight revenues received in advance of the actual flight. Customer credits represents unearned revenue for flight reservations that typically were cancelled for good reason by the customer. The customer has one year to use the credit as payment for a future flight with the Company. Gift cards represent prepayment of flight costs. The Company recognizes revenue for expired customer credits and gift cards upon expiration. The table below presents a roll forward of the contract liability balance: For the Years Ended September 30, 2021 2020 Balance, beginning of period $ 3,973 $ 3,328 Additions 50,301 23,792 Revenue recognized (49,620) (23,147) Balance, end of period $ 4,654 $ 3,973 For the year ended September 30, 2021, the Company recognized $2,858 of revenue that was included in the contract liability balance as of October 1, 2020. For the year ended September 30, 2020, the Company recognized $1,754 of revenue that was included in the contract liability balance as of October 1, 2019. Certain governmental taxes are imposed on the Company's flight sales through a fee included in flight prices. The Company collects these fees and remits them to the appropriate government agency. These fees are excluded from revenue. The Company’s quarterly financial data is subject to seasonal fluctuations. Historically, its third and fourth quarter (ended on June 30 and September 30, respectively) financial results have reflected higher travel demand and were better than the first and second quarter financial results. Blade operates in three key lines of business: • Short Distance – Consisting primarily of flights: (i) between 60 and 100 miles in distance, largely servicing commuters with prices between $595 and $795 per seat and (ii) between New York area airports and dedicated Blade terminals in Manhattan’s heliports for $195 per seat (or $95 per seat with the purchase of an annual Airport Pass for $795). Flights are also available on a full aircraft charter basis. Prices per seat are presented at full dollar value and not rounded. • MediMobility Organ Transport and Jet – Consisting of transportation of human organs for transplant, non-medical jet charter and, by-the-seat, jet flights between New York and both Miami and Aspen. • Other – Consists principally of revenues from ground transportation services and brand partners for exposure to Blade fliers. Disaggregated revenue by product line was as follows: For the Years Ended September 30, 2021 2020 2019 Product Line(1): Short Distance $ 22,253 $ 9,466 $ 26,040 MediMobility Organ Transport and Jet 26,346 13,476 5,071 Other 1,927 492 85 Total Revenue $ 50,526 $ 23,434 $ 31,196 __________ (1) Prior period amounts have been updated to conform to current period presentation. Cost of Revenue Cost of revenue consists principally of flight costs paid to operators of aircraft under contractual arrangements with Blade and landing fees. Software Development Costs for Internal Use Costs incurred for the development of the Company’s internal use software are expensed as incurred. Selling and Marketing Selling and marketing expenses consist primarily of advertising costs, staff salaries and stock-based compensation, marketing expenses, and promotion costs. Advertising costs, which are included in “Selling and marketing expenses”, are expensed as incurred. Advertising costs were $1,889, $878 and $1,776 for the years ended September 30, 2021, 2020 and 2019, respectively. General and Administrative General and administrative expenses principally include personnel costs, stock-based compensation, facility fees, credit card processing fees, and professional fees. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee and consultant services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s stock options are estimated using the Black Scholes option-pricing model with the following assumptions: fair value of the Company’s common stock, expected volatility, dividend rate, risk free interest rate, and the expected life. The Company utilized a third party to determine the fair value of the Company’s common stock. The Company calculates the expected volatility using the historical volatility for a pool of peer companies over the most recent period equal to the expected term and evaluates the extent to which available information indicate that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on its common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method. The simplified method assumes each vesting tranche of the award has a term equal to the midpoint between when the award vests and when the award expires. The Company recognizes forfeitures at the time the forfeiture occurs. Restricted stock awards are granted at the discretion of the Company’s Board of Directors. These awards are restricted as to the transfer of ownership and generally vest over the requisite service period. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between U.S. GAAP treatment and tax treatment of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits. Each period, the Company analyzes whether it is more-likely-than-not that tax positions will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the positions. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. When differences exist between tax positions taken in a tax return and amounts meeting the more-likely-than-not threshold, the company will record an uncertain tax position, resulting in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability. The Company records penalties and interest relating to uncertain tax positions as part of income tax expense. As of September 30, 2021, the company has no unrecognized tax benefits. See Note 10 for additional information. Net Loss per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options, restricted shares, and warrants. For the years ended September 30, 2021, 2020 and 2019, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. As of September 30, 2021 2020 2019 Warrants to purchase shares of common stock 14,166,666 — — Options to purchase shares of common stock 8,978,185 9,859,674 8,575,335 Restricted shares of common stock 2,137,132 — — Total potentially dilutive securities 25,281,983 9,859,674 8,575,335 Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less on their acquisition date as cash and cash equivalents. Restricted cash consists principally of Company funds on deposit with a financial institution, which supports a letter of credit by the financial institution in favor of the Company’s obligations to the United States Department of Transportation as well as deposits posted for collateral with certain of the Company’s vendors. Short-Term Investments Short-term investments consist of highly-liquid investments available for sale. As of September 30, 2021, short-term investments consisted of available-for-sale, traded, debt securities funds, which are recorded at fair value with unrealized gains and losses reported, net of tax, in “Accumulated other comprehensive loss,” unless unrealized losses are determined to be unrecoverable. Realized gains and losses on the sale of securities are determined by specific identification. The Company considers all available-for-sale securities as available to support current operational liquidity needs and, therefore, classifies all securities as current assets within short-term investments on the Company’s consolidated balance sheet. These short-term investments are excluded from disclosure under “fair value of financial instruments” due to the Net Asset Value practical expedient. Accounts Receivable Accounts receivable consists principally of amounts due from the Company’s MediMobility organ transport customers, which are large hospitals that receive terms for payment. Receivables are reviewed on a regular basis for collectability. Based upon these reviews and historical collection experience, the Company determined that no allowance for uncollectible accounts was required as of September 30, 2021 and 2020. Prepaid Expenses and Other Current Assets Prepaid expenses includes prepaid insurance, the costs of which are amortized on a straight-line basis over the related coverage periods, prepaid marketing supplies and prepayments to aircraft operators, which are expensed based upon usage or flight time. Included within prepaid expenses and other current assets are prepaid marketing supplies in the amounts of $547 and $512 as of September 30, 2021 and 2020, respectively. Property and Equipment, Net Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. As of September 30, Useful Life (in years) 2021 2020 Furniture and fixtures 5 $ 497 $ 437 Technology equipment 3 282 182 Leasehold improvements Shorter of useful life or life of lease 2,380 2,215 Vehicles 5 239 5 Total property and equipment, gross 3,398 2,839 Less: Accumulated depreciation and amortization (1,440) (1,080) Total property and equipment, net $ 1,958 $ 1,759 For the years ended September 30, 2021, 2020 and 2019, the Company recorded depreciation and amortization expense for property and equipment of $353, $336 and $289, respectively. Acquisitions The Company accounts for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, “Business Combinations” (“ASC 805”). The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. See Note 4 for additional information. Joint Venture Investments in joint arrangements are classified as joint ventures. Joint ventures are accounted for using the equity method. When the Company’s investment in the joint venture does not qualify for accounting under the equity method because the Company does not have sufficient control or influence, then, except as provided for below, the investment in the joint venture would be accounted for at fair value. Specifically, ASC 321-10-35-2 states, in part, that an entity may measure an equity security without a readily determinable fair value that does not qualify for the practical expedient to estimate fair value in accordance with paragraph 820-10-35-59 at its cost minus impairment, if any. As such, Blade has recorded its investment in the joint venture at cost less impairment, if any. See Note 5 for additional information. Intangibles Assets, Net The Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis, or more frequently if events or circumstances indicate that the asset may be impaired. Research and development costs are expensed as incurred. Following initial recognition of the finite-lived intangible asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when the asset is available for use. Amortization is recorded in general and administrative expenses on the Company’s consolidated statement of operations. See Note 6 for additional information. Impairment of Long-Lived Assets Long-lived assets, except for goodwill and indefinite-lived intangible assets, consist of property and equipment and finite-lived acquired intangible assets, such as a customer list and trademarks. Long-lived assets, except for goodwill and indefinite intangible assets, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Impairment expense is recognized to the extent an asset’s expected undiscounted future cash flows are less than the asset’s carrying amount. There were no impairment charges during the years ended September 30, 2021, 2020 and 2019. As of September 30, 2021, the Company determined that long-lived assets were not impaired. Goodwill In testing goodwill for impairment, the Company has the option to begin with a qualitative assessment, commonly referred to as “Step 0,” to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in the Company’s management, strategy and primary customer base. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. If the carrying amount exceeds the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of operations. The Company performs its impairment testing annually and when circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company performed its annual impairment assessment of goodwill as of September 30, 2021 and concluded that goodwill was not impaired. Leases Leases are recorded on the balance sheet as “right-of-use” assets and lease liabilities. Leases are classified as either operating or finance leases and lease expense is recognized within “General and administrative expenses.” As a lessee, for operating leases, total lease expense is recognized using a straight-line method. Finance leases are treated as the purchase of an asset on a financing basis. See Note 7 for additional information. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedgin g (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent, quarterly, period-end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and each balance sheet date thereafter. The Company accounts for the warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. See Notes 13 and 14 for additional information. Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consists principally of cash amounts on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Deposit Insurance corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these deposits. Major Customers For the years ended September 30, 2021, 2020 and 2019, there was no single customer that generated 10% or more of the Company’s revenue. Most of the Company’s customers remit payment in advance of the date of the flight. Accounts receivable consists principally of amounts due from the Company’s MediMobility organ transport customers, which are large hospitals that receive terms for payment, along with receivables from credit card processors. None of these customers have 10% or more of accounts receivable as of September 30, 2021, and three customers accounted for 36%, 29% and 10%, respectively, of accounts receivable as of September 30, 2020. Major Vendors Two vendors accounted for 12% and 12%, respectively, of the Company’s purchases from operating vendors for the year ended September 30, 2021. For the year ended September 30, 2020, one vendor accounted for 12% of the Company’s purchases from operating vendors. For the year ended September 30, 2019, three vendors accounted for 15%, 15% and 11%, respectively, of the Company’s purchases from operating vendors. Two vendors accounted for 17% and 13% of the Company’s outstanding accounts payable as of September 30, 2021. One vendor accounted for 26% of the Company’s outstanding accounts payable as of September 30, 2020. Recently Issued Accounting Pronouncements - Not Adopted In December 2019, FASB issued ASU 2019-12, Simplification of Income Taxes (Topic 740) Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s financial statements and disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) . The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options ,(“ASC 470-20”), that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, Earnings per Share , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of ASU 2020-06 to have a significant impact on its consolidated financial statements. |
Merger Agreement
Merger Agreement | 12 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Merger Agreement | Merger Agreement On May 7, 2021, the Merger between Old Blade and EIC was consummated. Pursuant to the Merger Agreement, at the closing date of the Merger, the outstanding shares of Old Blade common stock and preferred stock were cancelled and converted into (a) 10,024,296 shares of Blade common stock for each outstanding share of Old Blade common stock, including shares that were subject to vesting conditions outstanding as of the closing date, (b) 16,101,172 shares of Blade common stock for each outstanding share of Old Blade Series Seed Preferred Stock, Old Blade Series A Preferred Stock, and Old Blade Series B Preferred Stock, outstanding as of the closing date (collectively, the “Old Blade Preferred Stock” and together with the Old Blade Common Stock, the “Old Blade Stock”), and/or (c) 9,689,826 options to purchase a number of shares of Blade common stock at an exercise price calculated pursuant to the Merger Agreement for each option to acquire Old Blade Common Stock outstanding as of the closing date (each, a “Blade Option”), as calculated pursuant to the Merger Agreement. The Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, EIC is treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Old Blade having the ability to appoint a majority of the initial board of the combined entity, Old Blade's senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Old Blade comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Blade issuing shares for the net assets of EIC, accompanied by a recapitalization. The net assets of EIC was stated at historical cost, with no goodwill or other intangible assets recorded. The historical statements of the combined entity prior to the Merger are presented as those of Old Blade. The Company’s net assets acquired through the consummation of the Merger consisted of: Cash, net of recapitalization costs $ 213,698 Prepaid expenses and other current assets 90 Accounts payable and accrued expenses (482) Warrant liability (23,886) Net assets acquired $ 189,420 Of the total recapitalization costs incurred of $27,150, $25,419 were allocated to equity and $1,731 were allocated to the warrant liabilities and charged to other expenses on the Company’s consolidated statement of operations. The warrants acquired in the Merger include (a) redeemable warrants issued by EIC and sold as part of the units in the EIC IPO (whether they were purchased in the EIC IPO or thereafter in the open market), which are exercisable for an aggregate of 9,166,666 shares of common stock at a purchase price of $11.50 per share (the “Public Warrants”) and (b) warrants issued by EIC to Experience Sponsor LLC in a private placement simultaneously with the closing of the EIC IPO, which are exercisable for an aggregate of 5,000,000 shares of common stock at a purchase price of $11.50 per share (the “Private Placement Warrants”). |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Trinity Air Medical, Inc. ("Trinity") On September 15, 2021, the Company acquired 100% of the equity interests in Trinity, a nationwide, multi-modal organ logistics and transportation company. Trinity is a wholly-owned subsidiary of the Company and the results of Trinity for the period from September 16, 2021 (“acquisition date”) to September 30, 2021 are included in the MediMobility Organ Transport and Jet line of business. The total purchase consideration included $23,065 in cash paid at closing. Acquisition costs of $272 were expensed as incurred and are included in general and administrative expenses in the consolidated statement of operations for the year ended September 30, 2021. In addition, potential earn-out payments may be made contingent upon Trinity’s achievement of certain EBITDA targets over a three-year period. The earn-out is calculated and paid annually in arrears and is the product of a multiple (12, 6 and 3 for the years 2021, 2022 and 2023, respectively) and the difference between the calculated year actual EBITDA and the contractual target EBITDA. The sellers are eligible for the earn-out only while employed with the Company, therefore, the earn-out is considered a compensation and will be recognized as an expense when incurred. At least 70% of the payment have to be made in cash. Trinity Net Assets Acquired The assets acquired and liabilities assumed have been included in the consolidated financial statements as of the acquisition date. Total assets acquired included identified intangible assets of $11,850. At the time of acquisition, the Company recognized an asset for goodwill, determined as the excess of the purchase price over the net fair value of the assets acquired and liabilities assumed, that amounted to $13,271, which is not deductible for tax purposes. The value of the components within goodwill included expected revenue and cost synergies, the business model, technology capabilities, new customers, and key personnel. The purchase price allocation is preliminary, and as additional information becomes available, the Company may further revise the preliminary purchase price allocation during the remainder of the measurement period, which will not exceed 12 months from the acquisition date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined. The purchase price of the Trinity acquisition was allocated on a preliminary basis as follows: Accounts receivable $ 2,259 Prepaid expenses and other current assets 510 Property and equipment 256 Identifiable Intangible assets 11,850 Operating lease right-of-use assets 348 Total identifiable assets acquired 15,223 Accounts payable 1,230 Operating lease liability 361 Deferred tax liability 3,838 Total liabilities assumed 5,429 Net assets acquired 9,794 Goodwill 13,271 Total consideration $ 23,065 An assessment of the fair value of identified intangible assets and their respective lives as of the acquisition date are as follows: Estimated Useful Life Fair Value Customer list 10 years $ 10,600 Trademark 6 years 1,000 Developed technology 3 years 250 Total intangible assets $ 11,850 Identified intangible assets in the table above are amortized on a straight-line basis over the estimated useful lives. The Company believes that the straight-line method of amortization is the most appropriate methodology as it is supported by the pattern in which the economic benefits of the intangible assets are consumed. The fair value of the customer list and trademark was determined using the income approach. In the income approach, the fair value of an asset is based on the expected receipt of future economic benefits such as earnings and cash inflows from current sales projections and estimated costs over the estimated contractual relationship period. Indications of value were developed by discounting these benefits to their present value. The fair value of the developed technology was determined using the replacement cost approach. In the replacement cost approach, the fair value of an asset is based on the cost of a market participant to reconstruct a substitute asset of comparable utility, adjusted for any obsolescence. The fair value of the asset would include the seller’s expected profit margin in the market and any opportunity costs lost over the period to reconstruct the substitute asset. Unaudited Pro Forma Information The following unaudited pro forma financial information presents what our results would have been had Trinity been acquired on October 1, 2019. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the consolidated business had the Trinity acquisition actually occurred at the beginning of fiscal year 2020 or of the results of our future operations of the consolidated business. For the Year Ended September 30, 2021 2020 (Unaudited) Revenue $ 69,485 $ 39,032 Net loss (excluding Trinity's nonrecurring items) (44,344) (7,354) The pro forma financial information includes adjustments to net loss to reflect the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied from October 1, 2019. |
Investment in Joint Venture
Investment in Joint Venture | 12 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Venture | Investment in Joint VentureOn March 24, 2019, and as amended on February 25, 2020, the Company entered into a joint venture agreement and a license agreement (the “First Amended Joint Venture and License Agreements”) with Hunch Ventures and Investments Private Limited, a private limited company incorporated under the laws of India (“Hunch”) and FlyBlade India Private Limited, a company incorporated and validly existing under the provisions of the Companies Act, 2013 (“FlyBlade India”), whereby the Company and Hunch initially invested $200 for 10% interest and $1,800 for 90% interest, respectively, for undertaking the business of FlyBlade India. Subsequently, upon the issuance of additional shares to Hunch in exchange for additional investment by Hunch, the Company’s interest fell below 10%. Pursuant to the First Amended Joint Venture and License Agreements, the Company and Hunch agreed to establish FlyBlade India as a joint venture and support it in carrying on the business operations. The Company agreed to provide the licensed IP support related to the software developed for short distance aviation services along with its trademarks in exchange for quarterly royalty payments of four percent (4)% of Gross Revenue for the period where Gross Revenue was up to $10,000 in a calendar year, quarterly royalty payments of three percent (3)% on Gross Revenue in excess of $10,000 and up to $40,000 in a calendar year, and quarterly royalty payments of one and a half percent (1.5)% on Gross Revenue exceeding $40,000 (collectively, the "Royalties") in a calendar year. In addition to the Royalties, the Company could receive three percent (3)% of FlyBlade India’s profits before tax in each year that FlyBlade India attained a minimum of $3,500 in annual profits before income tax. Hunch agreed to provide support in carrying out the day to day operations, including the implementation of the business plan and hiring of personnel, ensuring compliance with local requirements, and assisting with legal arrangements as needed by the business. For the years ended September 30, 2021, 2020 and 2019, the Company recorded royalty revenue of $28, $0 and $0, respectively, under this arrangement. In accordance with the First Amended Joint Venture and License Agreements, FlyBlade India was permitted to have a total of five directors, three of which were permitted to be appointed by Hunch and provided that Blade held at least a 10% interest, a single director was permitted to be appointed by the Company. Based upon Blade having less than ten percent (10)% interest on September 30, 2021, Blade held no board seat and lacked the power to appoint members of the FlyBlade India executive management team. As such, the Company is viewed as having minimal influence and control over FlyBlade India. The Company determined that it does not control the joint venture and therefore was not required to consolidate. In addition, Blade does not have sufficient control to influence, and as such, the equity method is not appropriate. The investment should be recorded at fair value. However, the Company elected the practicability exception to fair value measurement because the equity security does not have a readily determinable fair value. Accordingly, the Company has recorded the investment at cost less impairment if any. Based upon a qualitative assessment, the Company has determined that the investment should not be impaired. Qualitative considerations included an evaluation of the COVID-19 pandemic delays to the start-up of flight operations in India. Both Hunch and Blade remain committed t o the venture and discussions are underway with third parties to raise the next round of equity capital for the joint venture. As such, no impairment was warranted as of September 30, 2021. As of September 30, 2021 and 2020, other non-current assets included amounts due from Blade India of $113 and $73, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying value of goodwill are as follows: Goodwill balance, September 30, 2020 $ — Acquisitions(1) 13,271 Goodwill balance, September 30, 2021 $ 13,271 __________ (1) Represents the goodwill associated with the Trinity acquisition. See Note 4 for additional information. Purchase of Blade Domain On December 16, 2020, the Company purchased the website domain “Blade.com” for $504 in cash. Blade has recorded the purchase of the domain as an indefinite lived intangible asset, subject to impairment testing at least annually. As of September 30, 2021, the Company did not deem impairment of its website domain necessary. Intangible Assets The following table presents information about the Company's intangible assets as of September 30: 2021 2020 Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer list(1) 5-10 years $ 11,542 $ (645) $ 10,897 $ 942 $ (414) $ 528 Domain name Indefinite 504 — 504 — — — Trademarks(1) 6-10 years 1,006 (9) 997 6 (1) 5 Developed technology(1) 3 years 250 (4) 246 — — — Total $ 13,302 $ (658) $ 12,644 $ 948 $ (415) $ 533 __________ (1) Includes intangible assets acquired associated with the Trinity acquisition. See Note 4 for additional information. For the years ended September 30, 2021, 2020 and 2019, amortization of its finite-lived intangible assets was $243, $190 and $183, respectively. As of September 30, 2021, the estimated amortization expense of its finite-lived intangible assets for each of the next five years are as follows: For the Year Ended September 30, 2022 $ 1,499 2023 $ 1,462 2024 $ 1,309 2025 $ 1,227 2026 $ 1,227 |
Right-of-Use Asset and Operatin
Right-of-Use Asset and Operating Lease Liability | 12 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Right-of-Use Asset and Operating Lease Liability | Right-of-Use Asset and Operating Lease Liability The Company has entered into operating leases consisting principally of its airport and heliport terminals. At the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company's assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The Company’s incremental borrowing rate used for all leases under ASC 842 was 5.00%, the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for the Company’s leases include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. ROU assets, once recorded, are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Balance sheet information related to the Company’s leases is presented below: As of September 30, 2021 2020 Operating leases: Operating right-of-use asset $ 654 $ 737 Operating lease liability, current 431 430 Operating lease liability, long term 222 291 The following provides details of the Company’s lease expense: For the Years Ended September 30, 2021 2020 2019 Lease cost: Short-term lease cost $ 161 $ 60 $ 340 Operating lease cost 455 421 109 Total $ 616 $ 481 $ 449 Other information related to leases is presented below: As of September 30, 2021 Weighted-average discount rate – operating lease 5.00% Weighted-average remaining lease term – operating lease (in months) 21 As of September 30, 2021, the expected annual minimum lease payments for the Company’s operating lease liabilities are as follows: For the Year Ended September 30, 2022 $ 425 2023 193 2024 66 Total future minimum lease payments, undiscounted 684 Less: Imputed interest for leases in excess of one year (31) Present value of future minimum lease payments $ 653 |
Note Payable
Note Payable | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable | Note Payable On April 8, 2020, the Company entered into a note evidencing an unsecured loan (“PPP Loan”) in the principal amount of $1,165 pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”). The PPP Loan is administered by the U.S. Small Business Administration, and the Company’s loan was made through JP Morgan Chase Bank. The PPP Loan bore interest at a fixed interest rate of zero point ninety-eight (0.98)% percent per year and would have matured in 2 years after the issuance date. Payment of interest was deferred through September 2021. The proceeds of the PPP Loan were eligible to be used for payroll costs, costs related to certain group health care benefits, rent payments, utility payments and interest payments on other debt obligations that were incurred before February 15, 2021. The PPP Loan was guaranteed by the United States Small Business Administration (“SBA”). On May 7, 2021, the Company repaid the PPP Loan in full. For the years ended September 30, 2021 and 2020, the Company recorded interest expense on the PPP Loan of $12 and $0, respectively, which is included in “Interest income, net” on the Company’s consolidated statement of operations. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Option Awards On December 14, 2020, the Board of Directors granted an option for the purchase of 10,920 shares of the Company’s common stock to an employee of the Company. The option, which was granted under the Company’s 2015 Equity Incentive Plan, had an exercise price of $10.01 per share and a term of 10 years. The option had a grant date fair value of $60, where 25% of the shares vest one year from the grant date, with the remaining 75% vesting in successive equal monthly installments thereafter over 36 months. Option Award Valuation Assumptions The Company determined the fair value of stock options granted based upon the assumptions as provided below: Year Ended September 30, 2021 2020 2019 Stock price $10.00 $0.18 $0.61-$0.66 Exercise price $10.01 $0.18 $0.61-$0.66 Dividend yield 0% 0% 0% Expected volatility 60% 60% 60% Risk-Free interest rate 0.63% 0.14%-0.44% 1.88%-2.99% Expected life (in years) 6.08 2.4-6.08 5.48-6.08 Stock Option Modification Stock options granted under the 2015 Equity Incentive Plan vest over a period of time as previously determined by the Board of Directors, subject to the option holder’s continuous service through each applicable vesting date. Under the options agreements, consummation of the Merger would not automatically cause the vesting of options under the 2015 Equity Incentive Plan. However, on December 14, 2020, the Board provided that the vesting of all outstanding options that were granted before December 14, 2020, under the 2015 Equity Incentive Plan that are held by current employees or other service providers, would be accelerated upon the consummation of the Merger Agreement. Accordingly, stock options to purchase an aggregate of 2,684,026 shares of common stock became vested immediately under this modification. Under ASC 718, the Company treated this event as a modification of these stock option awards. The Company determined that the increase in fair value of the stock options was immaterial, and as such, no additional cost was recognized. Stock Option Awards The following is a summary of stock option activities for the year ended September 30, 2021: Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life (years) Intrinsic Value Outstanding – October 1, 2020 9,859,674 $ 0.19 $ 0.20 6.8 $ — Granted 10,920 10.01 5.49 Exercised (765,046) 0.21 0.22 Forfeited (127,363) 1.09 0.12 Outstanding – September 30, 2021 8,978,185 $ 0.19 $ 0.20 5.7 $ 91,699 Exercisable as of September 30, 2021 8,978,185 $ 0.19 $ 0.20 5.7 $ 91,699 For the years ended September 30, 2021, 2020 and 2019, the Company recorded $1,013, $490 and $317, respectively, in stock option expense. The fair value of stock options is amortized on a straight-line basis over the requisite service periods of the respective awards. As of September 30, 2021, $0 of stock-based compensation costs related to stock options remains subject to amortization. Restricted Stock On December 14, 2020, the Company granted an aggregate of 739,537 shares of the Company’s restricted stock to various employees, officers, directors, consultants, and service providers under the 2015 Equity Incentive Plan and 50,960 shares of the Company’s restricted stock to a director outside the 2015 Equity Incentive Plan. During the fourth quarter ended September 30, 2021, the Company granted an aggregate of 1,517,881 shares of the Company's restricted stock unit to various employees, officers, directors, consultants, and service providers under the 2021 Equity Incentive Plan. The shares have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant. Restricted Stock Awards Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested – October 1, 2020 — $ — — $ — Granted 790,497 10.00 1,517,881 7.54 Vested (105,560) 10.00 (49,686) 7.73 Forfeited — — (16,000) 8.02 Non-vested – September 30, 2021 684,937 $ 10.00 1,452,195 $ 7.61 For the years ended September 30, 2021, 2020 and 2019, the Company recorded $8,608, $0 and $0, respectively, in restricted stock compensation expense. As of September 30, 2021, unamortized stock-based compensation costs related to restricted share arrangements was $10,609 and will be recognized over a weighted average period of 1.96 years. Stock-Based Compensation Expense Stock-based compensation expense for stock options and restricted stock in the consolidated statements of operations is summarized as follows: For the Years Ended September 30, 2021 2020 2019 Software development $ 499 $ 29 $ 35 General and administrative 8,887 461 270 Selling and marketing 235 — 12 Total stock-based compensation expense $ 9,621 $ 490 $ 317 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company follows the provisions of the accounting guidance on accounting for income taxes which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. The provision (benefit) for income taxes is comprised of the following components: For the Years Ended September 30, 2021 2020 2019 Current: Federal $ — $ — $ — State — — — Total current — — — Deferred: Federal (2,701) — — State (942) — — Total deferred (3,643) — — Total income tax benefit $ (3,643) $ — $ — The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: For the Years Ended September 30, 2021 2020 2019 Tax at federal statutory rate (21.00) % (21.00) % (21.00) % State and local tax — % (5.40) % (9.30) % Non-deductible stock compensation (0.02) % 0.30 % 0.30 % Warrant liability 9.65 % — % — % Non-deductible expenses 1.22 % 0.70 % 0.70 % Change in deferred tax rate — % 0.30 % — % Other 0.43 % — % — % Change in valuation allowance 18.06 % 25.10 % 29.30 % Effective tax rate 8.34 % 0.00 % 0.00 % The Company’s deferred tax assets/(liabilities) consist of the following: As of September 30, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 13,668 $ 9,769 Stock-based compensation 2,136 231 Research and development credits 205 — Amortization of intangibles — 71 Other 184 — Total deferred tax assets 16,193 10,071 Deferred tax liabilities: Property and equipment (405) (29) 481(a) Adjustment (368) — Amortization of intangibles (3,148) — Total deferred tax liabilities (3,921) (29) Total gross deferred tax assets/(liabilities) 12,272 10,042 Less: Valuation allowance (12,467) (10,042) Deferred tax assets/(liabilities), net of valuation allowance $ (195) $ — As of September 30, 2021, the Company has a valuation allowance of approximately $12,500 against the net deferred tax assets, for which realization cannot be considered more likely than not at this time. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. As of September 30, 2021 and 2020, based upon the consideration of such evidence, management believes a full valuation allowance against net deferred tax assets is warranted. The valuation allowance recorded by the Company as of September 30, 2021 resulted from the uncertainties of the future utilization of deferred tax assets relating primarily to net operating loss (“NOL”) carryforwards for federal and state income tax purposes. Realization of the NOL carryforwards is contingent on future taxable earnings. The deferred tax asset was reviewed for expected utilization using a “more likely than not” approach by assessing the available positive and negative evidence surrounding its recoverability. Accordingly, a full valuation allowance continues to be recorded against the Company’s deferred tax assets, as it was determined based upon past and projected future losses that it was “more likely than not” that the Company’s deferred tax assets would not be realized. As of September 30, 2021, the Company has a net deferred tax liability, due to what is referred to as a “naked credit.” The naked credit exist when a deferred tax liability can only be offset up to 80% by NOLs generated in tax years ending September 30, 2019 and beyond, as well as NOLs available after consideration of IRC Section 382 limitation. The remaining portion that cannot be used remains as a liability. In future years, if the deferred tax assets are determined by management to be “more likely than not” to be realized, the recognized tax benefits relating to the reversal of the valuation allowance as of September 30, 2021 will be recorded. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately as such time when it is determined that the “more likely than not” criteria is satisfied. Further, as of September 30, 2021, the Company has approximately $47,000 of federal and $62,600 of state and local net operating loss carryforwards. The federal, state and city net operating losses begin to expire in the year 2035. Federal net operating losses for tax years years beginning after December 31, 2017 do not expire. The Company has approximately $33,000 of federal net operating losses that with an indefinite life. Sections 382 and 383 of the Internal Revenue Code of 1986 subject the future utilization of net operating losses and certain other tax attributes, such as research and experimental tax credits, to an annual limitation in the event of certain ownership changes, as defined. The Company has undergone an ownership change study and has determined multiple "changes in ownership" as defined by IRC Section 382 of the Internal Revenue Code of 1986, did occur in December 2017, February 2018, and May 2021. Accordingly, approximately $44,000 of the Company's NOL carryforwards are subject to limitation. Based on the Company having undergone multiple ownership changes throughout its history, these NOLs are subject to limitation at varying rates each year. In total, approximately $47,000 of NOLs can be utilized in the future, after considering that $4,400 of NOLs are not subject to limitation and $1,500 expected to expire unused, has already been eliminated from the total. In addition, approximately $112 of R&D Credits are expected to expire unused. The deferred tax assets associated with the attributes that will expire without utilization have not been included within the deferred tax asset table listed above. There are approximately $16,600 of NOLs available to offset taxable income as of September 30, 2021. By September 30, 2022, $42,200 of NOLs will be available, with NOLs continuing to become available through September 30, 2038. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in response to the COVID-19 pandemic. The CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes, contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020, among other provisions. The provision for income taxes of the Company were not materially impacted by the act. The Company will continue to assess the impact of the CARES Act and other legislation going forward. The Company recognizes tax liabilities when, despite its belief that its tax return positions are supportable, the Company believes that certain positions may not be fully sustained upon review by tax authorities. Each period the Company assesses uncertain tax positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Where the Company has determined that its tax return filing position does not satisfy the more-likely-than-not recognition threshold, the Company has recorded no tax benefits. As of September 30, 2021, the Company has no unrecognized tax benefits. The Company files tax returns in the U.S. federal and various state and local jurisdictions and is subject to examination by tax authorities. The Company has reported net operating losses dating back to inception. When a taxpayer applies a net operating loss, the IRS may examine records and other evidence from the year when the loss occurred, even when it is outside the three-year statute of limitations. Thus, the Company is subject to U.S. federal income tax examinations for all years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company contracts for certain air charter services with Underhill, a related party. The rates charged by Underhill for these air charter services are comparable to those that could be obtained in an arm’s-length transaction with an unrelated third party. Through January 20, 2021, Melissa Tomkiel, the Company’s President and General Counsel, had a 20% interest in Underhill. On January 23, 2021, Ms. Tomkiel and Underhill entered into an agreement under which one half of Ms. Tomkiel’s interest was immediately transferred back to Underhill and under which pursuant to the satisfaction of certain conditions by Underhill, Ms. Tomkiel’s interest would be fully transferred to Underhill. On April 8, 2021, those conditions were satisfied and Ms. Tomkiel’s remaining interest was transferred to Underhill. The Company paid Underhill approximately $751 for the period from October 1, 2020 to April 8, 2021, and $2,400 and $5,400 for each of the years ended September 30, 2020 and 2019, respectively, for air charter services. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Capacity Purchase Agreements Blade has contractual relationships with various aircraft operators to provide aircraft service. Under these Capacity Purchase Agreements (“CPAs”), the Company pays the operator contractually agreed fees (carrier costs) for operating these flights. The fees are generally based on fixed hourly rates for flight time multiplied by hours flown. Under these CPAs, the Company is also responsible for landing fees and other costs, which are either passed through by the operator to the Company without any markup or directly incurred by the Company. As of September 30, 2021, the Company has a remaining unfulfilled obligation for the years ended September 30, 2022, 2023 and 2024 under agreements with operators to purchase flights with an aggregate value of approximately $4,539, $1,128 and $8,328, respectively. Blade has the right for immediate termination of certain agreements if a government authority enacts travel restrictions, this right is applicable to unfulfilled obligation for the years ended September 30, 2022, 2023 and 2024 with an aggregate value of approximately $264, $1,128 and $8,328, respectively. In addition, obligations with a value of $7,200 for the year ended 2024 could be terminated by Blade for convenience upon 60 days notice. Legal and Environmental From time to time, we may be a party to litigation that arises in the ordinary course of business. Other than described below, we do not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on the results of operations, financial condition, or cash flows. As of September 30, 2021, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject, and prior experience, that the ultimate disposition of these other litigation and claims will not materially affect the Company's consolidated financial position or results of operations. The Company records liabilities for legal and environmental claims when a loss is probable and reasonably estimable. These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition. On February 9, 2021, an individual complaint, captioned Digennaro v. Experience Investment Corp., et al. (No. 020921-104) , was filed in New York state court. The complaint names EIC; its Chief Executive Officer, Mr. Eric Affeldt; and its directors, Mr. Martin J. Newburger, Mr. Brian C. Witherow, Mr. Rafael Pastor, and Mr. Edward Philip. Additionally, the complaint names Experience Merger Sub, Inc. and Blade Urban Air Mobility, Inc as defendants. The complaint asserts claims for breach of fiduciary duty against EIC’s CEO and directors and aiding and abetting breach of fiduciary against the entities in connection with alleged material misstatements and omissions made in the Company's Form S-4, filed January 29, 2021. The complaint seeks, inter alia, injunctive relief enjoining or rescinding the Transaction, injunctive relief directing the filing of an amended registration statement, and damages. On May 18, 2021 , this complaint was voluntarily dismissed. On April 1, 2021, Shoreline Aviation, Inc. filed an Amended Complaint in the United States District Court for the Eastern District of New York naming Cynthia L. Herbst, Sound Aircraft Flight Enterprises, Inc., Ryan A. Pilla, Blade Urban Air Mobility, Inc., Robert Wiesenthal and Melissa Tomkiel as defendants. The case is captioned Shoreline Aviation, Inc. v. Sound Aircraft Flight Enterprises, Inc. et al., No. 2:20-cv-02161-JMA-SIL (E.D.N.Y.) . The complaint alleges, among other things, claims of misappropriation, violation of the Defend Trade Secrets Act, unfair competition, tortious interference with business relations, constructive trust, tortious interference with contract, and aiding and abetting breach of fiduciary duty against Blade, Robert Wiesenthal, and Melissa Tomkiel (together the “Blade Defendants”). Claims against the Blade Defendants relate to the May 2018 Asset Purchase Agreement between Blade and Sound Aircraft Flight Enterprises, Inc. (“SAFE”) and Cindy Herbst, pursuant to which Blade purchased SAFE’s complete customer list, including names, contact information, and customer flight histories. The complaint demands compensatory and consequential damages in excess of $13 million relating to the claims against the Blade Defendants, as well as punitive damages, certain equitable remedies, interest and attorneys’ fees and costs. The Company believes the outcome would not result in a material contingency. As of September 30, 2021, the Company has not accrued a reserve for any contingencies related to the above legal proceedings. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Warrant Liabilities | Warrant Liabilities Warrants — Public Warrants, as defined in Note 3, may only be exercised for a whole number of shares. The Public Warrants became exercisable on June 7, 2021. The Public Warrants will expire on May 7, 2025 or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue any shares of common stock upon exercise of a warrant unless common stock, issuable upon such warrant exercise, has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. On June 7, 2021, the Company's Form S-1 registering the shares issuable upon exercise of the warrants was declared effective by the SEC. Redemptions of Warrants for Cash — Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Shares of Common Stock — Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price equal to a number of shares of common stock to be determined, based on the redemption date and the fair market value of the Company’s common stock; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if, and only if, there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net-cash settle the warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period and for non-financial assets and liabilities that are remeasured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on management’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Company had no warrant liabilities outstanding as of September 30, 2020. Level September 30, Warrant liabilities – Public Warrants 1 $ 27,317 Warrant liabilities – Private Warrants 2 14,900 Fair value of aggregate warrant liabilities as of September 30, 2021 $ 42,217 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within “Warrant liability” on the Company’s consolidated balance sheets. The warrant liabilities are measured at fair value upon assumption and on a recurring basis, with changes in fair value presented within “Change in fair value of warrant liabilities” in the consolidated statements of operations. The Public Warrants are considered part of level 1 of the fair value hierarchy, as those securities are traded on an active public market. Prior to the consummation of the Merger with EIC and recapitalization of Blade, EIC had previously valued the Private Warrants using Level 3 of the fair value hierarchy. At the Closing Date and at September 30, 2021, the Company valued the Private Warrants using Level 2 of the fair value hierarchy. The Company used the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Warrants Private Placement Warrants Total Warrant Liability Fair value as of October 1, 2020 $ — $ — $ — Assumption of warrants in recapitalization 15,456 8,430 23,886 Change in fair value of warrant liabilities 11,861 6,470 18,331 Fair value as of September 30, 2021 $ 27,317 $ 14,900 $ 42,217 |
COVID-19 Risks and Uncertaintie
COVID-19 Risks and Uncertainties | 12 Months Ended |
Sep. 30, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 Risks and Uncertainties | COVID-19 Risks and Uncertainties COVID-19, which was declared a global health pandemic by the World Health Organization in March 2020, has driven the implementation and continuation of significant government-imposed measures to prevent or reduce its spread, including travel restrictions, “shelter in place” orders, and business closures. We experienced a substantial decline in the demand for some of our passenger services due to travel restrictions that significantly reduced the number of commercial airline passengers and office closures that required many people to work from home, lowering commuter demand. As a result of this decline, we paused our New York airport service from March 2020 through June 2021. Additionally, we significantly reduced the number of Northeast commuter flights we offered in the typically high-demand summer season during 2020. However, we began to see a recovery in the Northeast commuter demand in Summer 2021. Despite the reduction in volume, our cost of revenue on a per flight basis for both 2020 and 2021 remained generally consistent compared to 2019 for our by-the-seat routes. Despite the decline in our Short Distance business, we have seen increased demand for our MediMobility Organ Transport and Jet services during the pandemic. We implemented new measures to focus on the personal safety of our air and ground passengers during the pandemic, which did not materially increase our costs. On April 8, 2020, we received a loan in the principal amount of approximately $1.2 million through the Paycheck Protection Program under the CARES Act, which we used to help sustain our employee payroll costs and rent. On May 7, 2021, we repaid the PPP Loan in full. While the ultimate impact of the current COVID-19 pandemic is highly uncertain and subject to change, we were able to resume our New York by-the-seat airport flights on June 1, 2021, beginning with service between Manhattan and JFK Airport. Additionally, we have seen recovering demand on our other short-distance routes. However, adverse developments related to the pandemic, such as the emergence of new viral strains that are not responsive to the vaccine, a reduction in business travel in favor of virtual meetings, or a continued lack of demand for air travel from the public, could slow the recovery of our short-distance products and postpone our ability to resume paused services or launch planned route expansions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn November 2021, the Company through its wholly-owned subsidiaries Blade Urban Air Mobility, Inc. and Blade Urban Air Mobility (Canada) Inc. entered into an agreement with Helijet International, Inc. ("Helijet"), a British Columbia-based aviation solutions company and with Pacific Heliport Services Ltd. (“PHS”), a wholly-owned subsidiary of Helijet. Pursuant to this agreement, Blade has acquired exclusive rights to offer scheduled helicopter flights operated by Helijet and to utilize passenger terminals at heliports controlled by PHS, for cash consideration of $12,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principle of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Significant estimates and assumptions by management include the allowance for doubtful accounts, the carrying value of long-lived assets, the carrying value of intangible assets, revenue recognition, contingencies, the provision for income taxes and related deferred tax accounts, and the fair value of stock options and other stock-based awards. |
Reclassification, Comparability Adjustment | Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. |
Revenue Recognition and Cost of Revenue | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers . The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company does not have any significant contracts with customers requiring performance beyond delivery. For passenger revenue, seats or monthly or annual flight passes are typically purchased using the Blade App and paid for principally via credit card transactions, wire, check, customer credit, and gift cards, with payments principally collected by the Company in advance of the performance of related services. The Company initially records flight sales in its unearned revenue, deferring revenue recognition until the travel occurs. Unearned revenue from customer credit and gift card purchases is recognized as revenue when a flight is flown or upon the expiration of the gift card. Unearned revenue from the Company’s monthly commuter pass and annual pass is recognized ratably over the term of the pass. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Fees charged in association with add-on services or changes or extensions to non-refundable seats sold are considered part of the Company's passenger performance obligation. As such, those fees are deferred at the time of collection and recognized at the time the travel is provided. MediMobility Organ Transport are purchased through our Flier Relations associates and paid for principally via checks and wires. Jet flights are purchased through our app and our Flier Relations associates and paid for principally via credit card and wire. Jet charter payments are typically collected at the time of booking, while MediMobility payments are generally collected after the performance of the related service in accordance with the client's payment terms. The revenue is recognized as the service is completed. Contract liability is defined as entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. As of September 30, 2021 and 2020, the Company's contract liability balance is $4,654 and $3,973, respectively. This balance consists of unearned revenue, prepaid monthly and annual flight passes, customer credits, and gift card obligations. Unearned revenue represents principally the flight revenues received in advance of the actual flight. Customer credits represents unearned revenue for flight reservations that typically were cancelled for good reason by the customer. The customer has one year to use the credit as payment for a future flight with the Company. Gift cards represent prepayment of flight costs. The Company recognizes revenue for expired customer credits and gift cards upon expiration. The table below presents a roll forward of the contract liability balance: For the Years Ended September 30, 2021 2020 Balance, beginning of period $ 3,973 $ 3,328 Additions 50,301 23,792 Revenue recognized (49,620) (23,147) Balance, end of period $ 4,654 $ 3,973 For the year ended September 30, 2021, the Company recognized $2,858 of revenue that was included in the contract liability balance as of October 1, 2020. For the year ended September 30, 2020, the Company recognized $1,754 of revenue that was included in the contract liability balance as of October 1, 2019. Certain governmental taxes are imposed on the Company's flight sales through a fee included in flight prices. The Company collects these fees and remits them to the appropriate government agency. These fees are excluded from revenue. The Company’s quarterly financial data is subject to seasonal fluctuations. Historically, its third and fourth quarter (ended on June 30 and September 30, respectively) financial results have reflected higher travel demand and were better than the first and second quarter financial results. Blade operates in three key lines of business: • Short Distance – Consisting primarily of flights: (i) between 60 and 100 miles in distance, largely servicing commuters with prices between $595 and $795 per seat and (ii) between New York area airports and dedicated Blade terminals in Manhattan’s heliports for $195 per seat (or $95 per seat with the purchase of an annual Airport Pass for $795). Flights are also available on a full aircraft charter basis. Prices per seat are presented at full dollar value and not rounded. • MediMobility Organ Transport and Jet – Consisting of transportation of human organs for transplant, non-medical jet charter and, by-the-seat, jet flights between New York and both Miami and Aspen. • Other – Consists principally of revenues from ground transportation services and brand partners for exposure to Blade fliers. Cost of Revenue Cost of revenue consists principally of flight costs paid to operators of aircraft under contractual arrangements with Blade and landing fees. |
Software Development Costs for Internal Use | Software Development Costs for Internal Use Costs incurred for the development of the Company’s internal use software are expensed as incurred. |
Selling and Marketing and General and Administrative | Selling and Marketing Selling and marketing expenses consist primarily of advertising costs, staff salaries and stock-based compensation, marketing expenses, and promotion costs. Advertising costs, which are included in “Selling and marketing expenses”, are expensed as incurred. Advertising costs were $1,889, $878 and $1,776 for the years ended September 30, 2021, 2020 and 2019, respectively. General and Administrative General and administrative expenses principally include personnel costs, stock-based compensation, facility fees, credit card processing fees, and professional fees. |
Stock-based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee and consultant services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s stock options are estimated using the Black Scholes option-pricing model with the following assumptions: fair value of the Company’s common stock, expected volatility, dividend rate, risk free interest rate, and the expected life. The Company utilized a third party to determine the fair value of the Company’s common stock. The Company calculates the expected volatility using the historical volatility for a pool of peer companies over the most recent period equal to the expected term and evaluates the extent to which available information indicate that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on its common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method. The simplified method assumes each vesting tranche of the award has a term equal to the midpoint between when the award vests and when the award expires. The Company recognizes forfeitures at the time the forfeiture occurs. Restricted stock awards are granted at the discretion of the Company’s Board of Directors. These awards are restricted as to the transfer of ownership and generally vest over the requisite service period. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between U.S. GAAP treatment and tax treatment of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits. |
Net Loss per Common Share | Net Loss per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options, restricted shares, and warrants. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less on their acquisition date as cash and cash equivalents. Restricted cash consists principally of Company funds on deposit with a financial institution, which supports a letter of credit by the financial institution in favor of the Company’s obligations to the United States Department of Transportation as well as deposits posted for collateral with certain of the Company’s vendors. |
Short-Term Investments | Short-Term Investments Short-term investments consist of highly-liquid investments available for sale. As of September 30, 2021, short-term investments consisted of available-for-sale, traded, debt securities funds, which are recorded at fair value with unrealized gains and losses reported, net of tax, in “Accumulated other comprehensive loss,” unless unrealized losses are determined |
Accounts Receivable | Accounts ReceivableAccounts receivable consists principally of amounts due from the Company’s MediMobility organ transport customers, which are large hospitals that receive terms for payment. Receivables are reviewed on a regular basis for collectability. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current AssetsPrepaid expenses includes prepaid insurance, the costs of which are amortized on a straight-line basis over the related coverage periods, prepaid marketing supplies and prepayments to aircraft operators, which are expensed based upon usage or flight time. |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. |
Acquisitions | Acquisitions The Company accounts for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, “Business Combinations” (“ASC 805”). The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. See Note 4 for additional information. |
Joint Venture | Joint Venture Investments in joint arrangements are classified as joint ventures. Joint ventures are accounted for using the equity method. When the Company’s investment in the joint venture does not qualify for accounting under the equity method because the |
Intangible Assets, Net | Intangibles Assets, NetThe Company has finite-lived and indefinite-lived intangible assets, including goodwill. Finite-lived intangible assets are amortized over their estimated useful lives. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis, or more frequently if events or circumstances indicate that the asset may be impaired. Research and development costs are expensed as incurred. Following initial recognition of the finite-lived intangible asset, the asset is carried at cost less any accumulated amortization. Amortization of the asset begins when the asset is available for use. Amortization is recorded in general and administrative expenses on the Company’s consolidated statement of operations. See Note 6 for additional information. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, except for goodwill and indefinite-lived intangible assets, consist of property and equipment and finite-lived acquired intangible assets, such as a customer list and trademarks. Long-lived assets, except for goodwill and indefinite intangible assets, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. Impairment expense is recognized to the extent an asset’s expected undiscounted future cash flows are less than the asset’s carrying amount. There were no impairment charges during the years ended September 30, 2021, 2020 and 2019. As of September 30, 2021, the Company determined that long-lived assets were not impaired. |
Goodwill | Goodwill In testing goodwill for impairment, the Company has the option to begin with a qualitative assessment, commonly referred to as “Step 0,” to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in the Company’s management, strategy and primary customer base. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative goodwill impairment analysis by comparing the carrying amount to the fair value of the reporting unit. If the carrying amount exceeds the fair value, goodwill will be written down to the fair value and recorded as impairment expense in the consolidated statements of operations. The Company performs its impairment testing annually and when circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company performed its annual impairment assessment of goodwill as of September 30, 2021 and concluded that goodwill was not impaired. |
Leases | Leases Leases are recorded on the balance sheet as “right-of-use” assets and lease liabilities. Leases are classified as either operating or finance leases and lease expense is recognized within “General and administrative expenses.” As a lessee, for operating leases, total lease expense is recognized using a straight-line method. Finance leases are treated as the purchase of an asset on a financing basis. See Note 7 for additional information. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedgin g (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent, quarterly, period-end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and each balance sheet date thereafter. The Company accounts for the warrants issued in connection with its Initial Public Offering in accordance with the guidance contained in ASC 815-40-15-7D, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. See Notes 13 and 14 for additional information. |
Concentrations | Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consists principally of cash amounts on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Deposit Insurance corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these deposits. |
Recently Issued Accounting Pronouncements - Not Adopted | Recently Issued Accounting Pronouncements - Not Adopted In December 2019, FASB issued ASU 2019-12, Simplification of Income Taxes (Topic 740) Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public companies for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2019-12 on the Company’s financial statements and disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) . The objective of this update is to simplify the accounting for convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options ,(“ASC 470-20”), that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. This amendment also further revises the guidance in ASU 260, Earnings per Share , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of ASU 2020-06 to have a significant impact on its consolidated financial statements. |
Income Tax Uncertainties | The Company recognizes tax liabilities when, despite its belief that its tax return positions are supportable, the Company believes that certain positions may not be fully sustained upon review by tax authorities. Each period the Company assesses uncertain tax positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Where the Company has determined that its tax return filing position does not satisfy the more-likely-than-not recognition threshold, the Company has recorded no tax benefits. |
Fair Value Measurements | The Company follows the guidance in ASC 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period and for non-financial assets and liabilities that are remeasured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on management’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Disaggregated revenue by product line was as follows: For the Years Ended September 30, 2021 2020 2019 Product Line(1): Short Distance $ 22,253 $ 9,466 $ 26,040 MediMobility Organ Transport and Jet 26,346 13,476 5,071 Other 1,927 492 85 Total Revenue $ 50,526 $ 23,434 $ 31,196 __________ |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the years ended September 30, 2021, 2020 and 2019, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. As of September 30, 2021 2020 2019 Warrants to purchase shares of common stock 14,166,666 — — Options to purchase shares of common stock 8,978,185 9,859,674 8,575,335 Restricted shares of common stock 2,137,132 — — Total potentially dilutive securities 25,281,983 9,859,674 8,575,335 |
Property, Plant and Equipment | As of September 30, Useful Life (in years) 2021 2020 Furniture and fixtures 5 $ 497 $ 437 Technology equipment 3 282 182 Leasehold improvements Shorter of useful life or life of lease 2,380 2,215 Vehicles 5 239 5 Total property and equipment, gross 3,398 2,839 Less: Accumulated depreciation and amortization (1,440) (1,080) Total property and equipment, net $ 1,958 $ 1,759 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | The table below presents a roll forward of the contract liability balance: For the Years Ended September 30, 2021 2020 Balance, beginning of period $ 3,973 $ 3,328 Additions 50,301 23,792 Revenue recognized (49,620) (23,147) Balance, end of period $ 4,654 $ 3,973 |
Merger Agreement (Tables)
Merger Agreement (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company’s net assets acquired through the consummation of the Merger consisted of: Cash, net of recapitalization costs $ 213,698 Prepaid expenses and other current assets 90 Accounts payable and accrued expenses (482) Warrant liability (23,886) Net assets acquired $ 189,420 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price of the Trinity acquisition was allocated on a preliminary basis as follows: Accounts receivable $ 2,259 Prepaid expenses and other current assets 510 Property and equipment 256 Identifiable Intangible assets 11,850 Operating lease right-of-use assets 348 Total identifiable assets acquired 15,223 Accounts payable 1,230 Operating lease liability 361 Deferred tax liability 3,838 Total liabilities assumed 5,429 Net assets acquired 9,794 Goodwill 13,271 Total consideration $ 23,065 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | An assessment of the fair value of identified intangible assets and their respective lives as of the acquisition date are as follows: Estimated Useful Life Fair Value Customer list 10 years $ 10,600 Trademark 6 years 1,000 Developed technology 3 years 250 Total intangible assets $ 11,850 |
Business Acquisition, Pro Forma Information | The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the consolidated business had the Trinity acquisition actually occurred at the beginning of fiscal year 2020 or of the results of our future operations of the consolidated business. For the Year Ended September 30, 2021 2020 (Unaudited) Revenue $ 69,485 $ 39,032 Net loss (excluding Trinity's nonrecurring items) (44,344) (7,354) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying value of goodwill are as follows: Goodwill balance, September 30, 2020 $ — Acquisitions(1) 13,271 Goodwill balance, September 30, 2021 $ 13,271 __________ |
Schedule of Indefinite-Lived Intangible Assets | The following table presents information about the Company's intangible assets as of September 30: 2021 2020 Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer list(1) 5-10 years $ 11,542 $ (645) $ 10,897 $ 942 $ (414) $ 528 Domain name Indefinite 504 — 504 — — — Trademarks(1) 6-10 years 1,006 (9) 997 6 (1) 5 Developed technology(1) 3 years 250 (4) 246 — — — Total $ 13,302 $ (658) $ 12,644 $ 948 $ (415) $ 533 |
Schedule of Finite-Lived Intangible Assets | The following table presents information about the Company's intangible assets as of September 30: 2021 2020 Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer list(1) 5-10 years $ 11,542 $ (645) $ 10,897 $ 942 $ (414) $ 528 Domain name Indefinite 504 — 504 — — — Trademarks(1) 6-10 years 1,006 (9) 997 6 (1) 5 Developed technology(1) 3 years 250 (4) 246 — — — Total $ 13,302 $ (658) $ 12,644 $ 948 $ (415) $ 533 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2021, the estimated amortization expense of its finite-lived intangible assets for each of the next five years are as follows: For the Year Ended September 30, 2022 $ 1,499 2023 $ 1,462 2024 $ 1,309 2025 $ 1,227 2026 $ 1,227 |
Right-of-Use Asset and Operat_2
Right-of-Use Asset and Operating Lease Liability (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Balance Sheet information related to leases | Balance sheet information related to the Company’s leases is presented below: As of September 30, 2021 2020 Operating leases: Operating right-of-use asset $ 654 $ 737 Operating lease liability, current 431 430 Operating lease liability, long term 222 291 |
Lease expense and other lease information | The following provides details of the Company’s lease expense: For the Years Ended September 30, 2021 2020 2019 Lease cost: Short-term lease cost $ 161 $ 60 $ 340 Operating lease cost 455 421 109 Total $ 616 $ 481 $ 449 Other information related to leases is presented below: As of September 30, 2021 Weighted-average discount rate – operating lease 5.00% Weighted-average remaining lease term – operating lease (in months) 21 |
Annual minimum lease payments | As of September 30, 2021, the expected annual minimum lease payments for the Company’s operating lease liabilities are as follows: For the Year Ended September 30, 2022 $ 425 2023 193 2024 66 Total future minimum lease payments, undiscounted 684 Less: Imputed interest for leases in excess of one year (31) Present value of future minimum lease payments $ 653 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company determined the fair value of stock options granted based upon the assumptions as provided below: Year Ended September 30, 2021 2020 2019 Stock price $10.00 $0.18 $0.61-$0.66 Exercise price $10.01 $0.18 $0.61-$0.66 Dividend yield 0% 0% 0% Expected volatility 60% 60% 60% Risk-Free interest rate 0.63% 0.14%-0.44% 1.88%-2.99% Expected life (in years) 6.08 2.4-6.08 5.48-6.08 |
Share-based Payment Arrangement, Option, Activity | The following is a summary of stock option activities for the year ended September 30, 2021: Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Life (years) Intrinsic Value Outstanding – October 1, 2020 9,859,674 $ 0.19 $ 0.20 6.8 $ — Granted 10,920 10.01 5.49 Exercised (765,046) 0.21 0.22 Forfeited (127,363) 1.09 0.12 Outstanding – September 30, 2021 8,978,185 $ 0.19 $ 0.20 5.7 $ 91,699 Exercisable as of September 30, 2021 8,978,185 $ 0.19 $ 0.20 5.7 $ 91,699 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Restricted Stock Awards Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested – October 1, 2020 — $ — — $ — Granted 790,497 10.00 1,517,881 7.54 Vested (105,560) 10.00 (49,686) 7.73 Forfeited — — (16,000) 8.02 Non-vested – September 30, 2021 684,937 $ 10.00 1,452,195 $ 7.61 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense for stock options and restricted stock in the consolidated statements of operations is summarized as follows: For the Years Ended September 30, 2021 2020 2019 Software development $ 499 $ 29 $ 35 General and administrative 8,887 461 270 Selling and marketing 235 — 12 Total stock-based compensation expense $ 9,621 $ 490 $ 317 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes is comprised of the following components: For the Years Ended September 30, 2021 2020 2019 Current: Federal $ — $ — $ — State — — — Total current — — — Deferred: Federal (2,701) — — State (942) — — Total deferred (3,643) — — Total income tax benefit $ (3,643) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows: For the Years Ended September 30, 2021 2020 2019 Tax at federal statutory rate (21.00) % (21.00) % (21.00) % State and local tax — % (5.40) % (9.30) % Non-deductible stock compensation (0.02) % 0.30 % 0.30 % Warrant liability 9.65 % — % — % Non-deductible expenses 1.22 % 0.70 % 0.70 % Change in deferred tax rate — % 0.30 % — % Other 0.43 % — % — % Change in valuation allowance 18.06 % 25.10 % 29.30 % Effective tax rate 8.34 % 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets/(liabilities) consist of the following: As of September 30, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 13,668 $ 9,769 Stock-based compensation 2,136 231 Research and development credits 205 — Amortization of intangibles — 71 Other 184 — Total deferred tax assets 16,193 10,071 Deferred tax liabilities: Property and equipment (405) (29) 481(a) Adjustment (368) — Amortization of intangibles (3,148) — Total deferred tax liabilities (3,921) (29) Total gross deferred tax assets/(liabilities) 12,272 10,042 Less: Valuation allowance (12,467) (10,042) Deferred tax assets/(liabilities), net of valuation allowance $ (195) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Company had no warrant liabilities outstanding as of September 30, 2020. Level September 30, Warrant liabilities – Public Warrants 1 $ 27,317 Warrant liabilities – Private Warrants 2 14,900 Fair value of aggregate warrant liabilities as of September 30, 2021 $ 42,217 |
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the changes in fair value of the warrant liabilities: Public Warrants Private Placement Warrants Total Warrant Liability Fair value as of October 1, 2020 $ — $ — $ — Assumption of warrants in recapitalization 15,456 8,430 23,886 Change in fair value of warrant liabilities 11,861 6,470 18,331 Fair value as of September 30, 2021 $ 27,317 $ 14,900 $ 42,217 |
Business and Basis of Present_2
Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net working capital | $ 304,916 | ||
Cash equivalents | 6,952 | ||
Net loss | $ (40,052) | $ (10,160) | $ (10,838) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Sep. 30, 2021USD ($)mi | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Concentration Risk [Line Items] | |||
Contract liability | $ 4,654,000 | $ 3,973,000 | $ 3,328,000 |
Customer credit, period | 1 year | ||
Revenue recognized | $ 2,858,000 | 1,754,000 | |
Local transport, price per seat | 195 | ||
Local transport with annual pass, price per seat | 95 | ||
Annual pass price | 795 | ||
Advertising costs | 1,889,000 | 878,000 | 1,776,000 |
Prepaid marketing supplies | 547,000 | 512,000 | |
Depreciation and amortization | $ 353,000 | $ 336,000 | $ 289,000 |
Minimum | |||
Concentration Risk [Line Items] | |||
Number of miles | mi | 60 | ||
Commuter price per seat | $ 595 | ||
Maximum | |||
Concentration Risk [Line Items] | |||
Number of miles | mi | 100 | ||
Commuter price per seat | $ 795 | ||
Accounts Receivable | Customer Concentration Risk | Customer one | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 36.00% | ||
Accounts Receivable | Customer Concentration Risk | Customer two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 29.00% | ||
Accounts Receivable | Customer Concentration Risk | Customer three | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Operating Expense | Supplier Concentration Risk | Vendor one | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | 12.00% | 15.00% |
Operating Expense | Supplier Concentration Risk | Vendor two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | 15.00% | |
Operating Expense | Supplier Concentration Risk | Vendor three | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | ||
Accounts Payable | Supplier Concentration Risk | Vendor one | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17.00% | 26.00% | |
Accounts Payable | Supplier Concentration Risk | Vendor two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Contract With Customer Liability [Roll Forward] | ||
Balance, beginning of period | $ 3,973 | $ 3,328 |
Additions | 50,301 | 23,792 |
Revenue recognized | (49,620) | (23,147) |
Balance, end of period | $ 4,654 | $ 3,973 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 50,526 | $ 23,434 | $ 31,196 |
Short Distance | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 22,253 | 9,466 | 26,040 |
MediMobility Organ Transport and Jet | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 26,346 | 13,476 | 5,071 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,927 | $ 492 | $ 85 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 25,281,983 | 9,859,674 | 8,575,335 |
Warrants to purchase shares of common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 14,166,666 | 0 | 0 |
Options to purchase shares of common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 8,978,185 | 9,859,674 | 8,575,335 |
Restricted shares of common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities (in shares) | 2,137,132 | 0 | 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies- Property & Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 3,398 | $ 2,839 |
Less: Accumulated depreciation and amortization | (1,440) | (1,080) |
Total property and equipment, net | $ 1,958 | 1,759 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (in years) | 5 years | |
Total property and equipment, gross | $ 497 | 437 |
Technology equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (in years) | 3 years | |
Total property and equipment, gross | $ 282 | 182 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 2,380 | 2,215 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (in years) | 5 years | |
Total property and equipment, gross | $ 239 | $ 5 |
Merger Agreement - Narrative (D
Merger Agreement - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 07, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | ||||
Merger costs | $ 1,731 | $ 0 | $ 0 | |
Proceeds from issuance of private placement | 119,634 | $ 0 | $ 0 | |
EIC | ||||
Business Acquisition [Line Items] | ||||
Merger costs | 27,150 | |||
PIPE financing, gross proceeds | $ 125,000 | |||
Proceeds from issuance of private placement | $ 119,634 | |||
Shares issued in PIPE, net of issuance costs (in shares) | 12,500,000 | |||
EIC | Old Blade Stock Option To Blade Stock Option | ||||
Business Acquisition [Line Items] | ||||
Recapitalization exchange ratio (in shares) | 9,689,826 | |||
EIC | Equity | ||||
Business Acquisition [Line Items] | ||||
Merger costs | 25,419 | |||
EIC | Public Warrants | ||||
Business Acquisition [Line Items] | ||||
Number of shares called by warrants (in shares) | 9,166,666 | |||
Purchase price (in dollars per share) | $ 11.50 | |||
EIC | Private Placement Warrants | ||||
Business Acquisition [Line Items] | ||||
Number of shares called by warrants (in shares) | 5,000,000 | |||
Purchase price (in dollars per share) | $ 11.50 | |||
EIC | Other Expense | ||||
Business Acquisition [Line Items] | ||||
Merger costs | $ 1,731 | |||
EIC | Common Stock | Old Blade Common Stock To Blade Common Stock | ||||
Business Acquisition [Line Items] | ||||
Recapitalization exchange ratio (in shares) | 10,024,296 | |||
EIC | Preferred Stock | Old Blade Preferred Stock to Blade Common Stock | ||||
Business Acquisition [Line Items] | ||||
Recapitalization exchange ratio (in shares) | 16,101,172 |
Merger Agreement - Net Assets A
Merger Agreement - Net Assets Acquired (Details) - EIC $ in Thousands | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash, net of recapitalization costs | $ 213,698 |
Prepaid expenses and other current assets | 90 |
Accounts payable and accrued expenses | (482) |
Warrant liability | (23,886) |
Net assets acquired | $ 189,420 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Sep. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 23,065 | $ 0 | $ 0 | |
Goodwill | 13,271 | $ 0 | ||
Trinity Air Medical, Inc | ||||
Business Acquisition [Line Items] | ||||
Percentage of equity interest acquired | 100.00% | |||
Total purchase consideration | $ 23,065 | |||
EBITDA target period | 3 years | |||
Earnout to be paid in cash, percent | 70.00% | |||
Identifiable Intangible assets | $ 11,850 | 11,850 | ||
Goodwill | $ 13,271 | $ 13,271 | ||
Trinity Air Medical, Inc | Period One | ||||
Business Acquisition [Line Items] | ||||
Earnout multiplier | 12 | |||
Trinity Air Medical, Inc | Period Two | ||||
Business Acquisition [Line Items] | ||||
Earnout multiplier | 6 | |||
Trinity Air Medical, Inc | Period Three | ||||
Business Acquisition [Line Items] | ||||
Earnout multiplier | 3 | |||
Trinity Air Medical, Inc | General and administrative | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 272 |
Acquisitions - Acquisition Purc
Acquisitions - Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 15, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 13,271 | $ 0 | |
Trinity Air Medical, Inc | |||
Business Acquisition [Line Items] | |||
Accounts receivable | 2,259 | ||
Prepaid expenses and other current assets | 510 | ||
Property and equipment | 256 | ||
Identifiable Intangible assets | 11,850 | $ 11,850 | |
Operating lease right-of-use assets | 348 | ||
Total identifiable assets acquired | 15,223 | ||
Accounts payable | 1,230 | ||
Operating lease liability | 361 | ||
Deferred tax liability | (3,838) | ||
Total liabilities assumed | 5,429 | ||
Net assets acquired | 9,794 | ||
Goodwill | 13,271 | $ 13,271 | |
Total consideration | $ 23,065 |
Acquisitions - Fair Value of Id
Acquisitions - Fair Value of Identified Intangible Assets (Details) - Trinity Air Medical, Inc $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Fair Value | $ 11,850 |
Customer list | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 10 years |
Fair Value | $ 10,600 |
Trademark | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 6 years |
Fair Value | $ 1,000 |
Developed technology | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 3 years |
Fair Value | $ 250 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Trinity Air Medical, Inc - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 69,485 | $ 39,032 |
Net loss (excluding Trinity's nonrecurring items) | $ (44,344) | $ (7,354) |
Investment in Joint Venture (De
Investment in Joint Venture (Details) | 12 Months Ended | ||||
Sep. 30, 2021USD ($)director | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Feb. 25, 2020USD ($) | Mar. 24, 2019USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||
IP support agreement, number directors, actual | director | 0 | ||||
FlyBlade India | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in joint venture, amount | $ 200,000 | ||||
Investment in joint venture, percent | 10.00% | ||||
IP support agreement, gross revenue, percent | 4.00% | ||||
IP support agreement, contingent profit percentage payment percent | 3.00% | ||||
IP support agreement, profit threshold amount | $ 3,500,000 | ||||
Royalty income | $ 28,000 | $ 0 | $ 0 | ||
FlyBlade India | Hunch | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment in joint venture, amount | $ 1,800,000 | ||||
Investment in joint venture, percent | 90.00% | ||||
IP support agreement, number of directors authorized by percent of ownership | director | 3 | ||||
FlyBlade India | Corporate Joint Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Non-current assets due from joint venture | $ 113,000 | $ 73,000 | |||
FlyBlade India | Minimum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
IP support agreement, gross revenue, quarterly royalties, percent | 3.00% | ||||
IP support agreement, gross revenue, threshold for quarterly royalties | $ 10,000 | ||||
IP support agreement, gross revenue, quarterly royalties on gross revenues, second threshold percent | 1.50% | ||||
IP support agreement, number of directors authorized by percent of ownership | director | 5 | ||||
FlyBlade India | Maximum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
IP support agreement, gross revenue, gross revenue, amount | $ 10,000 | ||||
IP support agreement, gross revenue, threshold for quarterly royalties | $ 40,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Carrying Value of Goodwill (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance, beginning period | $ 0 |
Acquisitions | 13,271 |
Goodwill balance, ending period | $ 13,271 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | Dec. 16, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 243 | $ 190 | $ 183 | |
Domain name | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets acquired | $ 504 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 658 | $ 415 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 13,302 | 948 |
Accumulated Amortization | 658 | 415 |
Net | 12,644 | 533 |
Domain name | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 504 | 0 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,542 | 942 |
Net | 10,897 | 528 |
Accumulated Amortization | 645 | 414 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 645 | 414 |
Customer list | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Customer list | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,006 | 6 |
Net | 997 | 5 |
Accumulated Amortization | 9 | 1 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 9 | 1 |
Trademark | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 6 years | |
Trademark | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 3 years | |
Gross Carrying Amount | $ 250 | 0 |
Net | 246 | 0 |
Accumulated Amortization | 4 | 0 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 4 | $ 0 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Estimated Amortization Expense (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 1,499 |
2023 | 1,462 |
2024 | 1,309 |
2025 | 1,227 |
2026 | $ 1,227 |
Right-of-Use Asset and Operat_3
Right-of-Use Asset and Operating Lease Liability - Narrative (Details) | Sep. 30, 2021 |
Leases [Abstract] | |
Incremental borrowing rate | 5.00% |
Right-of-Use Asset and Operat_4
Right-of-Use Asset and Operating Lease Liability - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Operating leases: | ||
Operating right-of-use asset | $ 654 | $ 737 |
Operating lease liability, current | 431 | 430 |
Operating lease liability, long term | $ 222 | $ 291 |
Right-of-Use Asset and Operat_5
Right-of-Use Asset and Operating Lease Liability - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lease cost: | |||
Short-term lease cost | $ 161 | $ 60 | $ 340 |
Operating lease cost | 455 | 421 | 109 |
Total | $ 616 | $ 481 | $ 449 |
Right-of-Use Asset and Operat_6
Right-of-Use Asset and Operating Lease Liability - Other Information (Details) | Sep. 30, 2021 |
Leases [Abstract] | |
Weighted-average discount rate – operating lease | 5.00% |
Weighted-average remaining lease term – operating lease (in months) | 21 months |
Right-of-Use Asset and Operat_7
Right-of-Use Asset and Operating Lease Liability - Expected Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 425 |
2023 | 193 |
2024 | 66 |
Total future minimum lease payments, undiscounted | 684 |
Less: Imputed interest for leases in excess of one year | (31) |
Present value of future minimum lease payments | $ 653 |
Note Payable (Details)
Note Payable (Details) - Paycheck Protection Program, CARES Act - USD ($) $ in Thousands | Apr. 08, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Unusual or Infrequent Item, or Both [Line Items] | |||
Principal amount | $ 1,165 | ||
Interest rate | 0.98% | ||
Debt maturity term | 2 years | ||
Interest expense | $ 12 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options to purchase shares (in shares) | 10,920 | ||||
Exercise price (in dollars per share) | $ 10.01 | ||||
Contractual term | 5 years 8 months 12 days | 6 years 9 months 18 days | |||
Grant date fair value (in dollars per share) | $ 5.49 | ||||
Stock-based compensation expense | $ 1,013 | $ 490 | $ 317 | ||
Compensation costs to be amortized | 0 | ||||
Options | 2015 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options to purchase shares (in shares) | 10,920 | ||||
Exercise price (in dollars per share) | $ 10.01 | ||||
Contractual term | 10 years | ||||
Grant date fair value (in dollars per share) | $ 60,000 | ||||
Options | 2015 Equity Incentive Plan | Vesting period one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 25.00% | ||||
Award vesting period | 1 year | ||||
Options | 2015 Equity Incentive Plan | Vesting period two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 75.00% | ||||
Award vesting period | 36 months | ||||
Options | Modified 2015 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | 2,684,026 | ||||
Accelerated cost | $ 0 | ||||
Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 8,608 | $ 0 | $ 0 | ||
Compensation costs to be amortized | $ 10,609 | ||||
Granted (in share) | 790,497 | ||||
Weighted average amortization period | 1 year 11 months 15 days | ||||
Restricted Stock Awards | 2015 Equity Incentive Plan | Employees, Officers, Directors, Consultants, And Service Providers | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in share) | 739,537 | ||||
Restricted Stock Awards | 2015 Equity Incentive Plan | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in share) | 50,960 | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in share) | 1,517,881 | ||||
Restricted Stock Units | 2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in share) | 1,517,881 | ||||
Restricted Stock And Restricted Stock Units | 2021 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Stock Options Granted (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price (in dollars per share) | $ 10 | ||
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price (in dollars per share) | 10,000 | $ 180 | |
Exercise price (in dollars per share) | $ 10,010 | $ 180 | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 60.00% | 60.00% | 60.00% |
Risk-Free interest rate | 0.63% | ||
Expected life (in years) | 6 years 29 days | ||
Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price (in dollars per share) | $ 0.61 | ||
Exercise price (in dollars per share) | $ 0.61 | ||
Risk-Free interest rate | 0.14% | 1.88% | |
Expected life (in years) | 2 years 4 months 24 days | 5 years 5 months 23 days | |
Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price (in dollars per share) | $ 0.66 | ||
Exercise price (in dollars per share) | $ 0.66 | ||
Risk-Free interest rate | 0.44% | 2.99% | |
Expected life (in years) | 6 years 29 days | 6 years 29 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activities (Details) - Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Options | ||
Outstanding - beginning balance (in shares) | 9,859,674 | |
Granted (in shares) | 10,920 | |
Exercised (in shares) | (765,046) | |
Forfeited (in shares) | (127,363) | |
Outstanding - ending balance (in shares) | 8,978,185 | 9,859,674 |
Exercisable at period end (in shares) | 8,978,185 | |
Weighted Average Exercise Price | ||
Outstanding - beginning balance (in dollars per share) | $ 0.19 | |
Granted (in dollars per share) | 10.01 | |
Exercised (in dollars per share) | 0.21 | |
Forfeited (in dollars per share) | 1.09 | |
Outstanding - ending balance (in dollars per share) | 0.19 | $ 0.19 |
Exercisable at period end (in dollars per share) | 0.19 | |
Weighted Average Grant Date Fair Value | ||
Outstanding - beginning balance (in dollars per share) | 0.20 | |
Granted (in dollars per share) | 5.49 | |
Exercised (in dollars per share) | 0.22 | |
Forfeited (in dollars per share) | 0.12 | |
Outstanding - ending balance (in dollars per share) | 0.20 | $ 0.20 |
Exercisable at period end (in dollars per share) | $ 0.20 | |
Additional Disclosures | ||
Weighted Average Remaining Life (years) | 5 years 8 months 12 days | 6 years 9 months 18 days |
Weighted Average Remaining Life, Exercisable (years) | 5 years 8 months 12 days | |
Intrinsic Value | $ 91,699 | $ 0 |
Intrinsic Value, Exercisable | $ 91,699 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) | 12 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted Stock Awards | |
Restricted Stock Awards | |
Non-vested at beginning of the period (in shares) | shares | 0 |
Granted (in share) | shares | 790,497 |
Vested (in sharess) | shares | (105,560) |
Forfeited (in shares) | shares | 0 |
Non-vested at period end (in sharess) | shares | 684,937 |
Weighted Average Grant Date Fair Value | |
Non-vested at beginning of the period (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 10 |
Vested (in dollars per share) | $ / shares | 10 |
Forfeited (in dollars per share) | $ / shares | 0 |
Non-vested at period end (in dollars per share) | $ / shares | $ 10 |
Restricted Stock Units | |
Restricted Stock Awards | |
Non-vested at beginning of the period (in shares) | shares | 0 |
Granted (in share) | shares | 1,517,881 |
Vested (in sharess) | shares | (49,686) |
Forfeited (in shares) | shares | (16,000) |
Non-vested at period end (in sharess) | shares | 1,452,195 |
Weighted Average Grant Date Fair Value | |
Non-vested at beginning of the period (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 7.54 |
Vested (in dollars per share) | $ / shares | 7.73 |
Forfeited (in dollars per share) | $ / shares | 8.02 |
Non-vested at period end (in dollars per share) | $ / shares | $ 7.61 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - Stock Options And Restricted Stock - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 9,621 | $ 490 | $ 317 |
Software development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 499 | 29 | 35 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 8,887 | 461 | 270 |
Selling and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 235 | $ 0 | $ 12 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Total current | 0 | 0 | 0 |
Deferred: | |||
Federal | (2,701) | 0 | 0 |
State | (942) | 0 | 0 |
Total deferred | (3,643) | 0 | 0 |
Total income tax benefit | $ (3,643) | $ 0 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | (21.00%) | (21.00%) | (21.00%) |
State and local tax | 0.00% | (5.40%) | (9.30%) |
Non-deductible stock compensation | (0.02%) | 0.30% | 0.30% |
Warrant liability | 9.65% | 0.00% | 0.00% |
Non-deductible expenses | 1.22% | 0.70% | 0.70% |
Change in deferred tax rate | 0.00% | 0.30% | 0.00% |
Other | 0.43% | 0.00% | 0.00% |
Change in valuation allowance | 18.06% | 25.10% | 29.30% |
Effective tax rate | 8.34% | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 13,668 | $ 9,769 |
Stock-based compensation | 2,136 | 231 |
Research and development credits | 205 | 0 |
Amortization of intangibles | 0 | 71 |
Other | 184 | 0 |
Total deferred tax assets | 16,193 | 10,071 |
Deferred Tax Liabilities, Gross [Abstract] | ||
Property and equipment | (405) | (29) |
481(a) Adjustment | (368) | 0 |
Amortization of intangibles | (3,148) | 0 |
Total deferred tax liabilities | (3,921) | (29) |
Total gross deferred tax assets/(liabilities) | 12,272 | 10,042 |
Less: Valuation allowance | (12,467) | (10,042) |
Deferred tax assets/(liabilities), net of valuation allowance | $ (195) | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 12,467 | $ 10,042 |
Operating loss carryforwards | 16,600 | |
Operating loss carryforwards, amount with limitations | 44,000 | |
Operating loss carryforwards, amount available for future use | 47,000 | |
Operating loss carryforwards, amount without limitations | 4,400 | |
Operating loss carryforwards, amount expected to expire | 1,500 | |
Tax Year 2022 | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 42,200 | |
Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward, amount expected to expire | 112 | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 47,000 | |
Operating loss carryforwards, without expiration dates | 33,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 62,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - Underhill $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Apr. 08, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jan. 23, 2021 | Jan. 20, 2021 | |
Related Party Transaction [Line Items] | |||||
Expenses paid to related party | $ 751 | $ 2,400 | $ 5,400 | ||
President And General Counsel | |||||
Related Party Transaction [Line Items] | |||||
Portion of ownership percentage relinquished | 0.5 | ||||
President And General Counsel | President And General Counsel | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 20.00% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Sep. 30, 2021 |
Pending Litigation | Shoreline Aviation Inc V. Sound Aircraft Flight Enterprises Inc | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 13,000 | |
Termination Upon Notice | ||
Loss Contingencies [Line Items] | ||
Unfulfilled purchase obligation | $ 7,200 | |
Unfulfilled purchase obligation, termination notice period | 60 days | |
Airline Capacity Purchase Arrangements | ||
Loss Contingencies [Line Items] | ||
Unfulfilled purchase obligation, year one | $ 4,539 | |
Unfulfilled purchase obligation, year two | 1,128 | |
Unfulfilled purchase obligation, year three | 8,328 | |
Airline Capacity Purchase Arrangements | Immediate Termination Option | ||
Loss Contingencies [Line Items] | ||
Unfulfilled purchase obligation, year one | 264 | |
Unfulfilled purchase obligation, year two | 1,128 | |
Unfulfilled purchase obligation, year three | $ 8,328 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 12 Months Ended |
Sep. 30, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |
Notice of redemption | 30 days |
Redemption commencement period | 90 days |
Minimum | |
Class of Warrant or Right [Line Items] | |
Share price (in dollars per share) | $ 10 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Redemption price of warrants (in dollars per share) | $ 0.01 |
Notice of redemption | 30 days |
Redemption, threshold trading days | 20 days |
Redemption, consecutive trading days | 30 days |
Redemption, period prior to notice of redemption | 3 days |
Public Warrants | Minimum | |
Class of Warrant or Right [Line Items] | |
Share price (in dollars per share) | $ 18 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities as of September 30, 2021 | $ 42,217 | $ 0 |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities as of September 30, 2021 | 27,317 | 0 |
Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities as of September 30, 2021 | 14,900 | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities as of September 30, 2021 | 42,217 | |
Fair Value, Recurring | Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities as of September 30, 2021 | 27,317 | |
Fair Value, Recurring | Level 2 | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities as of September 30, 2021 | $ 14,900 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value of Warrant Liabilities (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Fair value as of October 1, 2020 | $ 0 |
Assumption of warrants in recapitalization | 23,886 |
Change in fair value of warrant liabilities | 18,331 |
Fair value as of September 30, 2021 | 42,217 |
Public Warrants | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Fair value as of October 1, 2020 | 0 |
Assumption of warrants in recapitalization | 15,456 |
Change in fair value of warrant liabilities | 11,861 |
Fair value as of September 30, 2021 | 27,317 |
Private Placement Warrants | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Fair value as of October 1, 2020 | 0 |
Assumption of warrants in recapitalization | 8,430 |
Change in fair value of warrant liabilities | 6,470 |
Fair value as of September 30, 2021 | $ 14,900 |
COVID-19 Risks and Uncertaint_2
COVID-19 Risks and Uncertainties (Details) $ in Thousands | Apr. 08, 2020USD ($) |
Paycheck Protection Program, CARES Act | |
Unusual or Infrequent Item, or Both [Line Items] | |
Principal amount | $ 1,165 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended |
Nov. 30, 2021USD ($) | |
Helijet International Inc And Pacific Heliport Services Ltd | Subsequent Event | |
Subsequent Event [Line Items] | |
Consideration transferred | $ 12,000 |